APP 2017 #46 · Agenda item attachment · Jun 26 2017

Massachusetts Institute of Technology 77 Massachusetts Avenue Office of Executive Vice President and Treasurer Cambridge, Massachusetts 2017 JUN 21 PM 3:03 June 21, 2017 VIA HAND DELIVERY • Cambridge City Council Cambridge City Hall 795 Massachusetts Avenue Cambridge, MA 02139 Dear Mayor Simmons, Vice Mayor McGovern and Councillors Carlone, Cheung, Devereux, Kelley, Maher, Mazen and Toomey: On behalf of MIT and the U.S. General Services Administration (GSA), I am pleased to submit the enclosed GSA Volpe rezoning petition for your review and conveyance. I believe that the potential to redevelop the Volpe site is a unique and transformational opportunity for our entire community. The petition reflects years of planning for the future of this site. It builds on the original Planning Board petition filed in 2015, and embraces principles developed by both the Cambridge Volpe Working Group and the MIT Volpe Working Group. Our proposal incorporates many of the key concepts yielded from those thoughtful and collaborative efforts. MIT began seeking input on the potential redevelopment of the Volpe parcel soon after the agreement with the federal government was finalized in January 2017. The process of collecting feedback kicked off with two community-wide meetings in February which attracted approximately 200 MIT and Cambridge individuals. Since then, we have been meeting with abutting neighborhood groups including the East Cambridge Planning Team, The Area IV/Port Neighborhood Coalition, Wellington-Harrington, and the Cambridgeport Neighborhood Association, as well as many other residents and several business and civic associations. Hundreds of citizens have participated in over 50 community meetings to-date in an effort to create a shared vision for this key, yet currently inaccessible, area of the City. As you know, this petition contemplates the creation of a mixed-use district containing residential, retail, office, open space, laboratory and community space uses. The zoning references new Volpe Design Guidelines, which are in draft form, and when finalized, will provide overarching guidance for the urban framework of this development. Key highlights from the zoning petition are as follows: • requires that forty percent (40%) of the site's square footage be designated for residential use

• provides for the creation of up to 1,400 units of new housing, with as many as 280 units being available for low- and moderate-income households, including as many as 56 family-sized units • provides for vibrant and active retail on the site • continues MIT's strong commitment to innovation space and sustainability • provides for the creation of substantial amounts of connected open space • commits to the design and construction of community space • establishes funding triggers for MIT payments allocated as follows: • 50% towards transportation-related improvements • 50% towards a community benefits fund. We appreciated the opportunity to discuss the redevelopment of the Volpe site with you at the June 7" Ordinance Committee meeting. That dialogue has further helped to shape the components of our zoning petition. For your reference, we have attached several site plan examples that are illustrative examples of how the parcel could be developed under the proposed zoning. We look forward to launching the formal public review process with you, and are eager for your engagement and input. In the meantime, we invite you to participate in a community-wide Volpe workshop on Thursday, June 29 from 5:30 to 7:30 pm at the Kendall Marriott hotel. This activity-based interactive program will focus on the three primary topics that have arisen from the community dialogue to-date: retail, open space, and the proposal to establish community space. All are welcome to join us for discussion and dinner. I am confident that through our work together, we can create a vibrant world-class innovation district that will connect our neighborhoods and establish a new sense of vitality that will feel inviting and welcoming to all. Thank you for your consideration of this proposal. Sincerely Israel Ruiz Executive Vice President and Treasurer Enclosures

EXAMPLE 1 EXAMPLE 4 EXAMPLE 2 EXAMPLE 3 VOLPE MIT

The owner of land to be affected by this petition hereby petitions the City Council of the City of Cambridge to amend the Cambridge Zoning Ordinance and Cambridge Zoning Map, both as most recently amended, as follows: Add a new Section 13.90 to Article 13.000 of the Zoning Ordinance of the City of Cambridge as set forth in the attached document. Amend the Zoning Map of the City of Cambridge to add a new PUD-7 District overlaying that certain area (which includes parcels, ways and streets) labeled as "PUD-7 District" on the attached map entitled "Proposed PUD-7 District". 8960189.1

PLANNED UNIT DEVELOPMENT 7 DISTRICT 13.90 13.91 Purpose. The PUD-7 District is intended to provide for the creation of a vibrant mixed-use district of high quality generai and technical office and retail activity, with significant components of residential use and open space. The retention ot government office facilities on the site is desired, as well as space for smaller innovation companies as a component of the commercial office space that is created. The creation of open space to serve residents of the District and the larger neighborhood, as well as workers, students from nearby institutions and visitors, is desired. The PUD-7 District permits larger scale development and supporting commercial activities close to Kendall Square and the major public transit services located there. It encourages strong linkages between new development at Kendall Square, the East Cambridge riverfront, the PUD-7 area and the neighborhoods of eastern Cambridge, facilitated in part by a strong retail presence along Third Street and Broadway. Development in the PUD-7 District is expected to meet high standards for urban design, architectural design, environmental sustainability and open space design and should be generally consistent with the policy objectives set forth in the design guidelines to be adopted for the PUD-7 District and the principles adopted by the Volpe Working Group - Principles (collectively, the "Design Guidelines and Principles"). 13.91.1 Master Plan Area. To further the purpose of this Section 13.90, any Development Parcel or portion of a Development Parcel meeting the requirements set forth in Section 13.93 below that is at least five (5) acres in area may be designated by the Developer as a Master Plan Area, within which physical information shall be presented in a more generalized way, subject to more detailed approval by the Planning Board at a time and in a manner determined by the Board in its PUD special permit decision. 13.91.2 Master Plan Requirements. At a minimum, a Development Proposal for a Master Plan Area must contain the following components: Site Development Plan — identifying each of the proposed existing and new building sites within the Master Plan Area and the characteristics of each, including potential uses and Gross Floor Area ("GFA"). b. Site Massing Plan — illustrating the height and massing of building volumes for each proposed building site, and including studies of anticipated shadow and wind impacts resulting from building mass. Parking and Loading Plan — identifying the locations of all parking acilities, bicycle parking facilities and facilities for loading or other vehicula ervice functions, and the number of spaces proposed at each locatio 903101:10 8960189.1

d. Connectivity Plan — illustrating all pedestrian, bicycle and vehicular circulation routes within the Master Plan Area, their connections to nearby public circulation routes and destinations outside the Master Plan Area, and approximate locations of access and egress points on each building and parking facility within the Master Plan Area. e. Open Space Plan — illustrating and quantifying the areas of all proposed open space and the ownership and designation of each area (e.g., Publicly Beneficial Open Space) as well as descriptions of major design elements and themes to be incorporated into each space and the types of uses and activities that could be accommodated in each space. f. Ground Floor Plan — illustrating the conceptual arrangement of functions such as retail establishments and other active uses, residential and office lobbies, and utility spaces at the ground floor of each building in the Master Plan Area, including the locations and anticipated sizes of retail and other active uses that may be required or incentivized by the specific provisions of this Section 13.90. Housing Plan — providing the approximate number and mix of housing unit types proposed on each residential site, and identifying the anticipated location ot dwelling units that may be required or incentivized by specitic provisions of this Section 13.90. h. Phasing Plan — describing the general sequence in which development is proposed to proceed, and specifically describing how the phasing requirements set forth in this Section 13.90 will be met. 13.91.3 Master Plan Approval. The Planning Board shall grant a PUD special permit for a Master Plan Area upon finding that the Final Development Plan is consistent with the criteria set forth below, in addition to all other criteria applicable to approval of a Final Development Plan and any other special permits being sought, and upon consideration of the Design Guidelines and Principles. The PUD special permit may identity specific components of the development (such as building design, open space design and other elements) as well as specific nodifications to the Final Develo moroval by a writen determination of the Planning Board. Otherwise, are modifications to a Final Development Plan for a Master Plan Area shall be considered pursuant to the PUD Amendment provisions set forth in Section 12.37 of this Zoning Ordinance. 13.91.4 Master Plan Criteria. A Final Development Plan for a Master Plan Area shall meet the following objectives, subject to approval by the Planning Board: 2 8960189.1

Providing a mix of commercial, including research and technology, and residential uses, with particular emphasis on ground-floor retail along portions of Third Street and Broadway, to encourage activity throughout the day and evening. For residential uses, incorporating a diversity of dwelling unit sizes that (2) are appealing and accessible to a variety of users. Breaking up large blocks to increase permeability and create a fine- grained network of connections that seamlessly integrates the PUD-7 District with the surrounding urban fabric of Kendall Square and East Cambridge. (4) Sensitively managing the height and bulk of new buildings to mitigate impacts on surrounding uses and public spaces. (5) Creating an integrated network of high-quality streets and open spaces, including significant space for public gathering and recreation, that encourages and fosters a sense of community, civic engagement, social interaction, economic development and environmental sustainability. (6) Providing a strong street edge on major public streets, including Broadway and Third Street, to create a memorable "main street" experience. (7) Providing active ground floors that animate streets and open spaces, and add to the vitality of Kendall Square. (8) Enhancing the architectural diversity of the PUD-7 District to harness the spirit of innovation and creativity in Kendall Square. (9) Promoting environmental sustainability in building and site design. 13.91.5 Pre-Application Conference. In the course of preparing a Development Proposal for a Master Plan Area, the Developer shall be required to participate in at least one PUD Pre-Application Conference as established in Section 12.33 of this Zoning Ordinance. The purpose of the conference will be to discuss the conceptual alternatives for site arrangement, building massing, circulation Planning Board or the Developer at the Pre-Application Conference shall not be legally binding. Notwithstanding Section 12.33.3, the Developer shall present graphic and written materials as needed to illustrate and describe conceptual development alternatives. Uses Allowed in a PUD-7 District. The uses listed in this Section 13.92, alone or 13.92 in combination with each other, shall be allowed upon permission of the Planning Board. The amount and extent of uses may be further regulated and limited as set forth elsewhere in this Section 13.90. 3 8960189.1

13.92.1 Residential Uses. All uses listed in 4.31 d. (Townhouse Development); 4.31 g. (Multifamily Dwelling); and 4.31 i.2. (Hotels or Motels); provided, however, that only one bullding situated within the PUD-7 District may contain Hotel and/or Motel uses and that the GFA of any Hotel or Motel uses shall not exceed 250,000 square feet in the aggregate. Transportation, Communication and Utility Uses. All uses listed in Sections 4.32 13.92.2 and 13, thad which are allowed or conditiomally alowed in the base zoning 13.92.3 Office and Laboratory Uses. All uses listed in Section 4.34.a. (Office of hysician, dentist or other medical practitioner not located in a clinic listed unde 'ubsection 4.33 d.), b. (Office of an accountant, attorney, or other non-medica professional person (includes properly licensed massage therapists), c. (Real Estate, insurance or other agency office), d. (General office use), e. (Bank, trust company or similar financial institution) and f. (Technical office for research and development, laboratory & research facility subject to the restrictions in Section 4.21 m). 13.92.4 Retail Business and Consumer Service Establishments. The following uses listed in Section 4.35: a. (Store for retail merchandise 1. Establishment providing convenience goods such as drug stores, food stores, tobacco, newspaper and magazine stores, variety stores, and liquor stores. 2. Other retail establishments), b. (Place for the manufacturing, assembly or packaging of consumer goods), c. (Barber shop, beauty shop, laundry and dry cleaning pickup agency, shoe repair, self-service laundry or other similar establishment), d. (Hand laundry, dry cleaning and tailor shop), e. (Lunchroom, restaurant, cafeteria), f. (Establishments where alcoholic beverages are sold and consumed and where no dancing or entertainment is provided 1. Lunchroom, restaurant, cafeteria. 2. Bar, saloon, or other establishment serving alcoholic beverages but which is not licensed to prepare or serve food), g. (Bar or other establishment where alcoholic beverages are sold and consumed and where dancing and entertainment is provided. Dance hall or similar place of entertamment), h. (Theatre or hall for public gatherings), 1. (Commercial recreation), 1. (Veterinary establishment, kennel, pet shop or similar establishment), m. (Sales place for new and used car, rental agency for autos, trailers or motorcycles), n. (Office including display or sales space of a wholesale jobbing or similar establishment), o. (Fast Order Food Establishment), q. (Art/Craft Studio), and r. (Bakery, Retail). 13.92.5 Open Air or Drive in Retail & Services. All uses listed in 4.36 a. (Sales place for lowers, garden supplies agricultural product conducted partly or wholly outdoors commercial greenhouse or garden) and 4.36 e. (Open air theatre or other open ai place of entertainment), but not including drive-in theatres. 4 8960189.1

13.92.6 Institutional Uses. All uses listed in Section 4.33 b. (Educational Purposes), 4.33 c. (Noncommercial Research Facility), 4.33 e.2. (Community Center); 4.33 f. (Local Government) and 4.33 g. (Other Government Facility). 13.92.7 Light Industry, Wholesale Business and Storage. All uses listed in Sections 4.37 . (Assembly and packaging ot articles), b. (Manutacturing, processing, assembl nd packaging of the following: 1. Clothing, but not the manufacture of the clot or other material of which the clothing is made; 2. Food products, including bakery, confectionary and dairy products; 3. Drugs; 4. Electrical, electronic and communication instruments; 5. Engineering, laboratory and scientific instruments, temperature controls; 6. Jewelry, insignia, emblems and badge, lapidary, scale models, dolls, costume jewelry and costume novelties; 7. Lamp shades except of glass or metal; 8. Leather goods, excluding footwear and saddlery; 9. Medical and dental instruments and supplies, optical instruments and lenses; 10. Paper and paperboard products; 11. Pens and mechanical pencils; 12. Plaster of Paris or papier mache products; 13. Office machines, including cash registers, computing machines and typewriters, scales and balances; 15. Watches, clocks, watchcases, clockwork mechanisms), c. (Bottling of beverages) and f. (Printing, binding, published and other related arts and trades). 13.92.8 Other Uses. Any use not listed in subsections 13.92.1 through 13.92.7, otherwise allowed in a Business B District, may be allowed by the Planning Board upon written determination by the Board that such use is consistent with the objectives of the PUD-7 District and is consistent with the predominant uses in the PUD-7 District. 13.93 District Dimensional Regulations. 13.93.1 Permitted Floor Area Ratio. In the PUD-7 District the maximum Floor Area Ratio ("FAR"') shall be 5.2 for all uses, subject to the further use limitations set forth below in Section 13.93.1.1. The FAR of any given Development Parcel may exceed the limitation set forth above as long as the overall FAR in the PUD- 7 District does not, at any time, exceed the limitation set forth above. Notwithstanding anything appearing in this Section 13.93 or otherwise contained in the Zoning Ordinance to the contrary, the following shall not be considered GFA for the purposes of calculating allowable FAR or the limitations of non- commercial GFA set forth further below: (1) GFA devoted exclusively to a use designated as Other Government Facilty in the Table of Use Regulations on a Government Owned Lot (as set forth in the provisions of Section 13.912 below), but only to the extent that the GFA of all Other Government Facility uses on any and all Government Owned Lots located within the PUD-7 District exceeds 400,000 square feet, in the aggregate. 8960189.1

(2) GFA devoted to uses in Sections 13.92.4 and 13.92.5, provided (i) the GHA Is located on the ground floor, second floor or basement level, (ii) such uses are clearly identitied within the Active Use Plan, as described in Section 13.910.1 below (though the exempt GFA may exceed the GFA of any Required Active Uses), (ill) such use fronts on and has a public entrance onto a public or private street or Publicly Beneficial Open Space (or within a hotel lobby that has such an entrance), and (iv) to the extent the average size of individual retail uses located in the PUD-7 District exceeds 5,000 square feet of Gross Floor Area, the portion of any individual retail use exceeding 5,000 square feet (or 10,000 square feet for a grocery, market or pharmacy retail use) shall be counted as GFA for the purposes of calculating allowable FAR. The floor area of any grocery, market or pharmacy uses shall not be included in calculating the average size of individual retail uses for the purposes of this Section 13.93.1(2). The Planning Board may approve a GFA exemption for a space of a larger size if it is devoted to a particular lype of retail that is desired in the neighborhood but requires a larger space to be feasible. (3) Fifty percent (50%) of the GFA devoted to Innovation Office Space, up to a maximum of five percent (5%) of non-residential GFA allowed in the PUD-7 District, as described in Section 13.910.3.3 below. (4) Private outdoor decks or balconies for multi-family residential development, up to eight percent (8%) of the residential GFA of any building. (5) Any and all of the GFA devoted to the community space required by Section 13.910.5.2. Notwithstanding the definitions of "Lot" or "Street" contained in this Ordinance or the limitations contained in the PUD-7 District for minimum Development Parcel size, the area of any streets laid out and/or constructed within the PUD-7 District, whether private, private open to public travel or public, and irrespective of whether the Developer has conveyed a fee, easement or other interest in such street to the City of Cambridge or any other party, shall not be deducted from the overall lot area of the PUD-7 District for the purposes of calculating allowable AR and minimum Development Parcel size, other than the portion of Potte treet between Third and Fifth Streets, Munroe Street and the portion of Fifi Street between Potter and Munroe Street, as each such street (or portion thereof) is laid out and aligned as of June 1, 2017. 13.93.1.1 Limitations on Non-Residential Development. In the PUD-7 District all non- residential uses shall be further limited as set forth below. Where the amount of non-residential GFA is limited to a percentage of the total GFA authorized, the calculation shall be based on GFA authorized exclusive of'any GFA devoted exclusively to structured parking. 6 8960189.1

The total GFA devoted to non-residential uses within the PUD-7 District shall not exceed sixty percent (60%), in the aggregate, of the total GFA authorized for all of the Development Parcels situated in the PUD-7 District, exclusive of GFA exempted in Section 13.93.1 above. Individual Development Parcels may exceed the limitations set forth above, as long as the limitations are satisfied, in the aggregate, within the PUD-7 District. Institutional dormitory uses may be utilized to satisfy the residential requirements of this Section 13.93.1.1.(2). Final Development Plans for Development Parcels shall include a Phasing Plan providing a general sequence for the construction of residential and non- residential uses. The Planning Board shall approve such a Phasing Plan if it is found to ensure that residential uses will be completed on a schedule that meets the objectives of the City and ensures compliance with the requirements of this Section 13.93.1.1. In general, non-residential development on Development Parcels shall not be authorized to exceed, in the aggregate, sixty percent (60%) of the total non-exempt GFA permitted for non-residential uses until substantial construction activity of residential uses within the PUD-7 District has commenced. Full completion of all of the permitted non-residential GFA shall not be allowed before substantial construction activity has commenced on all of the permitted residential development. The Planning Board may approve variations to the standards in this Paragraph, if the Phasing Plan is found to be in general conformance with the intent of this Paragraph. In no event shall the square footage of any community space constructed pursuant to the provisions of Section 13.911.5.2 or the GFA of any Other Government Facility uses on a Government Owned Lot or any institutional dormitory use be considered non-residential GFA for the purposes of this Section 13.93.1.1 or for any other purpose under this Article 13.90. 13.93.1.2 Housing Provisions. Residential Gross Floor Area shall be subject to the provisions of Section 11.200 of this Zoning Ordinance. Except as otherwise set forth herein, a Final Development shall be subject to the requirements of Section 11.203.1 (Requirements for Incentive Zoning Contributions) and 11.203.2 (Requirements for Inclusionary Housing) of the Zoning Ordinance. In the event that a Developer constructs a building containing Hotel and/or Motel use in partial satisfaction of the housing requirements contained in 13.93.1.1, Developer shall be required to construct and/or establish within on one or more buildings constructed or to be constructed on one or more of the Development Parcels (which may include, without limitation, the non-Hotel and/or Motel floors of the building in which the Hotel and/or Motel use is situated), Affordable Dwelling Units containing an aggregate Net Dwelling Unit Floor Area equal to twenty percent (20%) of the aggregate Gross Floor Area of any Hotel and/or Motel rooms, excluding common areas, such as lobbies, hallways, elevator cores, amenity spaces, common storage areas or parking facilities, exterior walls, walls dividing the Hotel and/or Motel rooms from each other, or the walls dividing the Hotel and/or Motel rooms from common areas, or unenclosed porches such as 7 8960189.1

open-air porches, balconies or decks. No Hotel and/or Motel uses shall receive a certificate of occupancy until the City has issued certificates of occupancy for the Affordable Dwelling Units comprising the Net Dwelling Unit Floor Area required to be constructed or established by Developer in order satisfy the requirements of this Paragraph. Notwithstanding the provisions of Section 11.203.2 of the Inclusionary Housing requirements, no increase in Floor Area Ratio or Gross Floor Area beyond the limitations set forth in Section 13.93.1 shall be provided for a PUD subject to the requirements of this Section 13.93.1.2. Notwithstanding the provisions and requirements of Section 11.203.2 of this Ordinance, the Development Parcels and residential developments within the PUD-7 District may elect to comply with amendments to Section 11.200 of the Ordinance as may be adopted after June 30, 2017, but in no event shall such residential developments, irrespective of when they are constructed, be required to comply with any changes in this Ordinance that increase the percentage of the Dwelling Unit Net Floor Area (or a functionally equivalent area or measure) that must be devoted to Affordable Dwelling Units above twenty percent (20%). 13.93.2 Minimum Development Parcel Size. The minimum size of a Development Parcel within the PUD-7 District shall be 25,000 square feet. A Development Parcel within the PUD-7 District may contain noncontiguous lots elsewhere in the PUD- 7 District or within another PUD District that is situated within three hundred (300) feet of the boundaries of the PUD-7 District. There shall be no specified minimum lot size for lots located within a Development Parcel. However, where circumstances related to the transfer of property from the federal government to other governmental or private entities (for the purpose of private development on a portion or all of the land in the control of the federal government) limit the feasibility of creating a Development Parcel meeting the size requirements of this Section 13.93.2, the Planning Board may in its discretion approve a PUD application having a smaller Development Parcel size. 13.93.3 Residential Density. There shall be no required minimum Lot Area Per Dwelling Unit in the PUD-7 District. Maximum Building Height. 13.93.4 (1) The maximum height permitted in the PUD-7 District shall be two hundred fifty (250) feet, except as it may be further limited or increased in this Section 13.93.4. The permitted heights are further illustrated on the Building Height Regulation Map for the PUD-7 District, Map 13.91. (2) Reduced Building Height to One Hundred Seventy Feet. The maximum height for non-residential buildings shall be reduced to one hundred seventy (170) feet in the portion of the PUD-7 District bounded by the centerline of Binney Street, the centerline of Third Street, the southerly line of Monroe Street and a 8 8960189.1

line that is the extension of the easterly line of Fifth Street running from the northerly line of Fifth Street to centerline of Binney Street. (3) Increased Building Height. In the portion of the PUD-7 District bounded by the centerline of Third Street, the centerline of Broadway, the westerly boundary of the PUD-7 District and the northerly line of Potter Street and its extension from the centerline of Third Street to the westerly boundary of the PUD-7 District, building heights can be increased above two hundred fifty (250) feel, subject to the limitations set forth below: a. The use of any occupiable space situated above three hundred (300) feet in height shall (i) be limited to residential and/or institutional dormitory uses (and may include related amenity space), and (ii) have floor plates measuring no more than fifteen thousand (15,000) square feet of GFA. No non-residential building shail have a height exceeding 300 feet. No more than ten percent (10%) of the aggregate land area of the PUD-7 District may be covered by portions of buildings in excess of two hundred fifty (250) feet in height, excluding the height of any buildings containing Other Governmental Uses. No more than one building shall be allowed to exceed three hundred fifty (330) teet in height. In reviewing a Development Proposal or Final Development Plan including a building that exceeds three hundred fifty (350) feet in height, the Planning Board shall give consideration to a building that is an iconic or a distinctive architectural landmark. In no event shall any building having a height in excess of five hundred (500) feet be permitted. Notwithstanding the non-residential height limits contained above, publicly accessible areas of a building located at or above a height of three hundred (300) teet shall be permitted. Such public access shall be subject to such hours of operation and rules and regulations as the Developer owning the building containing such uses may from time to time adopt. 13.93.4.1 In evaluating a Development Proposal and/or a Site Massing Plan for a Master Plan Area providing building height in excess of two hundred fifty (250) feet, the Planning Board shall give consideration to evidence presented on the following: (a) that increased height is located on the site and designed in such a way to reduce the impact of shadows, excessive wind, and obstruction of light and views, with specific consideration given to residential buildings and public spaces; (b) that increased height would reduce detrimental environmental impacts such as excessive ground coverage, diminution of open space, and monotonous development; 9 8960189.1

(c) that increased height would be sensitively managed to provide an appropriate scale at interfaces with adjoining lower scale uses, such as proposed and existing buildings and open spaces in the vicinity that have functional or visual relationships to the proposed building; (d) that the orientation and location of the proposed structure would not otherwise diminish the health and safety of the area around the development parcel; and if applicable, the additional height permits accommodation of GFA transferred from the Eastern Cambridge Development Rights Transfer Donating District. Notwithstanding the provisions of sub-Paragraphs (a) through (e) above, the Planning Board shall give consideration to the consistency of any Final Development Plan in achieving the design and site planning goals, as well as the measures set out to achieve these goals, as set forth in the Design Guidelines and Principles. 13.93.5 Other Dimensional Requirements. There shall be no minimum width for a Development Parcel and no minimum width for lots located within a Development Parcel. There shall be no minimum required front, rear and side yard requirements for a Development Parcel or for lots located within a Development Parcel, except that no building shall be constructed within ten (10) feet of the westerly boundary of the PUD-7 District. There shall be no minimum required distance between buildings situated on the same lot within a Development Parcel. The Planning Board shall approve all such lot sizes and building setbacks. 13.94 Open Space. The minimum overall percentage of Publicly Beneficial Open Space of the total land area contained in the PUD-7 District (excluding public or private streets situated within the District as of June 1, 2017) shall be twenty-five percent (25%), subject to the further standards set forth in Section 13.94.1 below. For the purpose of this Section 13.90, a portion of the Publicly Beneficial Open Space may be satisfied by the Gross Floor Area of any community space, including, without limitation, any community space constructed in connection with Section 13.910.5.2, within a building or a portion of a building that can be accessed at- grade by and is open to members of the general public and does not have occupiable floors situated immediately above it. For the purpose of this section 13.90, and Open Space on a Government Owned Lot in accordance with Section 13.912 shall be considered Publicly Beneficial Open Space as defined in this Zoning Ordinance provided that it is intended for the use and enjoyment of the general public; however, such Open Space may not fulfill more than twenty percent (20%) of the Publiciy Beneficial Open Space requirement set forth in this Section. 10 8960189.1

The percentage of lot area comprised of Publicly Beneficial Open Space provided in any given Final Development Plan for a Development Parcel may be less than 25% as long as the overall percentage within the PUD-7 District is not less than 25% in the aggregate. In the event that a Development Parcel provides less than 25% Publicly Beneficial Open Space, the Final Development Plan for that Development Parcel shall identify the Publicly Beneficial Open Space within the PUD-7 District that shall equal or exceed 25% of the total area of the PUD-7 District. Owners of adjacent Development Parcels may collectively provide the required Publicly Beneficial Open Space, provided the Planning Board finds that the owners of each Development Parcel have provided written evidence of an agreement that the total amount of open space required for both Development Parcels is provided and that the Open Space Plans for each Development Parcel meet the standards for approval. In that event, the Planning Board shall identify in the Special Permits for each PUD the amount of open space required on each Development Parcel. 13.94.1 Additional Standards for Required Publicly Beneficial Open Space. For Publicly Beneficial Open Space required in Section 13.94, the Planning Board shall approve a final Development Plan only if it finds that the following standards have been met: a. the Publicly Beneficial Open Space shall be arranged into an integrated system that provides public connections to streets, other public spaces surrounding the Development Parcel, and any Active Uses (as defined in Subsection 13.910.1 below) situated on the ground floors of buildings where they abut open space; b. the Publicly Beneficial Open Space shall contain at least two (2) acres of such Open Space that may be used for active or passive recreation, pedestrian and bicycle connections, enjoyment of natural environments, spillover activity from publicly accessible ground floor uses, public performances or other programming opportunities; and c. the Planning Board shall encourage development that is located adjacent to Publicly Beneficial Open Space to be physically and functionally integrated with the open space by means of building orientation, active frontages, location of building entrances, pedestrian linkages between major activity centers, and similar techniques in accordance with the objectives set forth in the Design Guidelines and Principles. 13.95 Perimeter and Transition. Any part of the perimeter of a Development Parcel which fronts on an existing or future street or Publicly Beneficial Open Space should be so designed as to complement and harmonize with adjacent land uses with respect to scale, density, setback, bulk, height, landscaping, and screening. 8960189.1

Developments in the PUD-7 District should provide integrated pedestrian circulation systems, with particularly strong linkages to the Broad Canal and the riverfront, Kendall Square, and the east Cambridge neighborhoods. Parking and Loading Requirements. Development in the PUD-7 District shall 13.96 conform to the off-street Parking and Loading Requirements set forth in Article 6.000, and in the Schedule of Parking and Loading Requirements applicable to the Residence C-3, Office 3, Business B and Industry B districts, except as modified by this Section 13.96. 13.96.1 With regard to uses contained within new commercial buildings, provided that the requirements of Section 6.23 of the Ordinance are met, the parking requirements of this Section 13.96 may be satisfied (a) anywhere in the PUD-7 District or, it located outside of the PUD-7 District, within 2,000 feet of the use being served, notwithstanding anything to the contrary contained in Article 6.000; and (b) in total or in part by a lease agreement, occupancy agreement, license or other comparable legal instrument, between the Developer and the City, other public entity or private owner or consortium for use of parking spaces in the public or pooled private parking facilities within said area. 13.96.2 All parking provided within an approved PUD shall be considered collectively accessory to all approved uses within the PUD and the PUD-7 District. Notwithstanding anything to the contrary in Article 6.000, this Ordinance shal! not restrict the management and assignment of parking spaces in a way that will most efficiently utilize the existing and proposed parking spaces to serve all approved uses. As an exception to these rules, all parking spaces (whether existing or proposed) that are accessory to an Other Government Facility use as listed in Section 4.33, paragraph (g) of the Table of Use Regulations shall be distinctly identified and shall not be accessory to any other uses. Any special permits for parking arrangements for townhouse development required by Section 11.10 shall be granted by the Planning Board in a Planned Unit Development in the PUD-7 District. 13.96.3 Minimum Parking. In approving a Final Development Plan for a Development Parcel, the Planning Board may waive any minimum parking requirements applicable in the PUD-7 District and the underlying Zoning District, with the exception that parking for residential uses shall not be less than 0.4 parking spaces per dwelling unit. Notwithstanding the provisions of Section 6.36.3.b., 6.36.3.c. and 6.36.3.e.2., no minimum parking shall be required for such uses contained in a Final Development Plan for a Development Parcel. The Planning Board may approve arrangements for shared parking of such residential parking spaces with commercial spaces. The Planning Board shall specify a minimum parking requirement for a PUD Final Development Plan based on review and analysis of Transportation Impact Studies and other relevant information on parking demand provided in application documents, including the Shared Parking Study a equired below and with the guidance of City agencies 12 8960189.1

13.96.4 Maximum Parking. Maximum allowed parking for a PUD shall be limited by applying the rates set forth below to each use within the PUD and taking the summation of the result for all uses. For any use not listed below, the maximum parking ratio set forth in Article 6.000 shall apply. Exceeding the maximum allowed parking shall require a waiver of maximum parking required under the general provisions of Article 6.000. a. Maximum of 0.8 spaces per 1,000 square feet of GFA for office uses, excluding technical office (Section 4.34 a.-e.). b. Maximum of 0.8 spaces per 1,000 square feet of GFA for laboratory use and technical office uses (Section 4.34 f.). Maximum of 0.75 spaces per residential dwelling unit (Section 4.31 d.-g.). Maximum of 0.5 spaces per 1,000 square feet of retail space (Sections 4.35 and 4.36). Maximum of 1 space per 4 sleeping rooms for hotel use (Section 4.31 i2). Shared Parking Study. A Development Proposal for development in the PUD-7 13.96.5 District shall include an analysis of anticipated parking demand for all uses in the development throughout the course of a typical day and week. This analysis may identify opportunities for reducing the total amount of parking required to serve all uses through the sharing of parking spaces by multiple uses. Based on this analysis, the Planning Board may approve a reduced minimum or maximum parking requirement upon finding that the approved amount of parking will be sufficient to serve all permitted uses. 13.96.6 Surface Parking. Surface Parking on Private Roadways. On-grade parking shall be allowed along private ways to be constructed within the PUD-7 District, provided that the location and amount of said on-grade parking shall be depicted on the Final Development Plan for the Development Parcel containing such at-grade parking spaces. Interim Use of Surface Parking. On an interim basis, in anticipation of later construction of structured parking sufficient to meet all parking requirements, on grade open parking shall be allowed in a Development Parcel subject to the following conditions: The future parking structure will be constructed within the Development Parcel or on an adjacent Development Parcel or outside of the PUD-7 District in a location that complies with the provisions of Section 13.96.1, but it may be located either on or off of the lot which it will serve; 13 8960189.1

Construction of the replacement parking structure will commence within five years of the date of certificate of occupancy for the building initially served by on grade parking; The future parking structure will contain sufficient spaces for users of the building initially served by on grade open parking so as to meet the parking requirements for such building; and Binding commitments exist to establish, to the reasonable satisfaction of the Planning Board, that requirements 1) through 3) above shall be satisfied. Such commitments shall be made by negotiated lease agreement, deed restriction, covenant, license, occupancy agreement or comparable legal instrument. 13.96.7 Ground Floor Retail and Customer Service Uses. Retail and customer service uses not exceeding 10,000 square feet of space for each separately leased establishment shall not be required to provide any accessory parking. Where parking is provided, it shall be subject to the other provisions of this Section 13.96 13.96.8 Loading. The Planning Board, in its approval of a Final Development Plan, may waive any requirements for the amount, location and design of loading facilities within a Development Parcel, and may permit loading facilities to be shared across various uses and lots within the PUD-7 District. Nothing in this Section 13.96 shall prohibit the use of the surface parking spaces situated on Government-Owned Lots within the PUD-7 District or comprising a portion of a Development Parcel. 13.97 Traffic Mitigation Measures. In reviewing a Development Proposal under the provisions of this Section 13.90 and Section 19.20, the Planning Board shall determine that the proponent has demonstrated, at the time of Final Development Plan approval, a commitment to a Transportation Demand Management Program consistent with the reduced parking mandated in this PUD. The measures to be taken in this program must address: (1) The amount of parking provided, (2) The scale of development and the mix of uses proposed, and (3) The assumptions employed with regard to the proportion of automobile use for those traveling to the site. For examples of such Measures, the Planning Board shall refer to the Eastern Cambridge Plan, Article 18.000, and the requirements of Section 19.20 in establishing Transportation Demand Management measures applicable to any approved PUD. 14 8960189.1

13.98 Relationship to Future Transportation Plans. In all PUD application documents, the Developer shall indicate how the proposed PUD development relates physically to future transportation options intended to connect existing radial transit lines (subway, commuter rail, and bus), as identified in the K2 Plan, including the implementation of bus rapid transit (BRT) service. 13.99 Residential Uses Abutting Binney Street. Where any Development Proposal for a Development Parcel locates residential dwellings along Binney Street, the Planning Board shall, in approving a Final Development Plan containing such residential units, be satisfied that the negative impacts of truck and other heavy vehicular traffic on Binney Street will be adequately mitigated for the residents of the proposed dwelling units. Such mitigation shall be achieved through the inclusion of non-residential uses at the ground floor; the employment of construction techniques to reduce the transmission of sound and vibration; and/or through the employment of any other appropriate measures. 13.910 Special Requirements, Conditions and Standards Applicable to Certain Development Authorized by the Planning Board in Kendall Square. The Planning Board shall approve a Final Development Plan in the PUD-7 District only after finding that in addition to all other applicable requirements the following requirements have been met. The Planning Board shall, in addition, include conditions in the approval of a Final Development Plan that will ensure ongoing compliance with these requirements. 13.910.1 Required Active Uses. Final Development Plans shall enhance the public pedestrian usage of the sidewalks and create a sense of neighborhood continuity by providing an interesting, lively and active presence at street level. Accordingly, for those buildings in the PUD-7 District immediately fronting Third Street and Broadway, with the exception of buildings of any buildings containing Other Government Facility uses on a Government Owned Lots, the first floors of these buildings shall generally be planned, designed, constructed and used for Active Uses as required below. Definition of Active Uses. For purposes of this Section, "Active Uses" shall mean retail business and consumer service establishments permitted in Section 13.92.4; institutional uses that are generally open to the public, such as museums and exhibition spaces; child care, education or recreation uses serving families with children; other uses which are generally open to the public; and such other uses that the Planning Board determines meet the goals of this Section. b. For the purposes of this Section, Active Uses shall specifically exclude lobbies or other spaces that serve an accessory function to upper-story office, laboratory or residential uses; provided, however, that (i) such exclusion shall not prohibit retail business and consumer service establishment uses identified in Section 13.92.4 within lobbies of buildings and (ii) uses identified in Section 13.92.4 that are located in separately demised or licensed retail space situated in the lobby of a hotel will qualify as an Active Use (and can be counted toward the 15 8960189.1

Required Activation Space (as defined below) requirements of this Section 13.910.1.c.), even where the sole entrance to such space is through the lobby of the hotel. Banks, trust companies and similar consumer financial establishments shall not, in the aggregate, occupy more than ten percent (10%) of the aggregate GFA of the ground floor of buildings within the PUD-7 District. C. At a minimum, a total of at least sixty-five percent (65%) of the frontage on the ground floors of such buildings directly abutting Broadway and Third Street shall be devoted to spaces containing Active Uses (the "Required Activation Space"), each such space having a minimum depth of twenty (20) feet from the Principal Front Wall Plane of a building, provided, however, that the calculation of the frontage of the ground floor of any such building shall not include any areas of the building required for (i) building equipment or utility connections or (ii) a ramp providing access to and egress from parking and/or loading facilities that serve said building. The Planning Board shall review an Active Use Plan as a component of a Development Proposal and a Final Development Plan describing how the proposal meets the requirements and intent of this Section. Required Activation Space shall have one or more entrance(s) from the sidewalk or plaza separate from the principal entrance of the building serving non-retail uses, except that retail uses located in the lobby of a hotel may utilize the lobby of the hotel at its sole entrance. Adequate space shall be provided along sidewalks adjoining Active Uses for outdoor activity (e. g. café seating) associated with those uses. Outdoor courtyards, delineated gathering space, or sitting areas are encouraged to complement active ground floor spaces. c. At least twenty-five percent (25%) of the floor area of the Required Activation Space in the Final Development Plan shall be devoted to Independent Retail Operators each occupying no more than five thousand (5,000) square feet of floor area. Such space requirements may be satisfied as larger public atrium spaces containing smaller vendor stalls or kiosks. For the purposes of this Section 13.90, "Independent Retail Operators" shall mean any retail operator, which does not own and operate more than ten (10) retail locations in the Commonwealth of Massachusetts with same name and the same retail concept on the date that the first lease is initially executed for such retail space. Notwithstanding the above, the Planning Board, in approving a Final Development Plan, may grant minor modifications to the requirements set forth in this Section 13.910.1, upon finding that the proposed Active Use Plan meets the objectives of the PUD-7 District. Prior to submitting an application for a special permit in the PUD-7 District, the Developer shall, in order to advise the Developer in connection with retail and other Active Uses to be included in the applicable Development Parcel, have either hired or engaged, respectively, an employee with substantial retail experience or the services of a consultant or other party with retail expertise. The 16 8960189.1

recommendations of that consultant shall be included in the applicable special permit application. 13.910.2 Rooftop Mechanical Equipment Noise Mitigation. Sound emanating from rooftop mechanical equipment on all new or substantially altered structures in an approved Final Development Plan shall be minimized by the adoption of best available and feasible practices regarding the location and sizing of equipment, the selection of equipment and sound attenuation measures. At a minimum, any noise or vibration emanating from new commercial or substantially altered commercial buildings shall not be normally perceptible at ground level without instruments at a distance of one hundred (100) feet from the source lot line and shall comply with the provisions of the City of Cambridge Noise Ordinance applicable to Commercial Areas (as such term is defined in the Noise Ordinance). In order to enforce these requirements, the Developer shall provide, in addition to a Noise Mitigation narrative required as part of Article 19.000 review, acoustical reports prepared by a professional acoustical engineer as described below: (a) Prior to and as a condition of the issuance of the first certificate of occupancy for a new or substantially altered commercial building, an acoustical report, including field measurements, demonstrating compliance of such building with all applicable noise requirements; and (b) Prior to obtaining any building permit to add any new equipment having a capacity greater than five (5) horsepower to the rooftop, a narrative report demonstrating that there will be continued compliance with all applicable noise requirements after such addition, and upon completion of such addition and as a condition thereof, an acoustical report, including field measurements, demonstrating such compliance. 13.910.3 Innovation Space. A Development Proposal containing at least two hundred thousand (200,000) square feet new GFA for Office Uses identified in Sections 4.34 a. - e., and specifically excluding any office space designated as Other Government Facility on a Government Owned Lot, shall include a plan for Innovation Office Space meeting the requirements of Section 13.910.3.1. 13.910.3.1 Required Space. For a Development Proposal containing new Office Uses the GFA for which meets or exceeds, when taken in the aggregate with other new Office Uses in the PUD-7 District, the threshold set forth in Section 13.910.03 above (specifically excluding any office space designated as an Other Government Facility on a Government Owned Lot), the Development Proposal must identify Innovation Office Space that has a GFA equal to, or in excess of, the amount of GFA that is five percent (5%) of the new GFA approved in the Final Development Plan for Office Uses. GFA, including, without limitation, existing GFA, within the PUD-7 District or other Zoning and/or PUD Districts 17 8960189.1

situated within one and one-half (1.50) miles from PUD-7 District may be used to meet this requirement. Where at least 40,000 square feet of Innovation Office Space is required, Innovation Office Space may be distributed in separate buildings, provided, however, that each separate "unit" of Innovation Office Space, contains at least 20,000 square feet. If less than 40,000 square feet of Innovation Office Space is required, the Innovation Office Space must be contained in a single building. Developers of properties within the PUD-7 District may collaborate with one or more property owners in Zoning and/or PUD Districts located within one and one-half (1.50) miles from the PUD-7 District to develop or designate joint Innovation Office Space. In such a case, the total square footage of Joint Innovation Office Space must be large enough to satisfy the sum of the requirements, if any, for such participating Developers and their Zoning and/or PUD Districts. Developer may enter into a lease, license or other contract or occupancy agreement with a third party, whereby the third party provides (via sublease or other occupancy agreement), administers and manages the required Innovation Office Space within a building (or buildings) without violating the requirements of Section 13.910.3.2, provided that such third party complies with the requirements of Section 13.910.3.2 as the same may be varied by the Planning Board pursuant to Section 13.910.3.3. 13.910.3.2 Characteristics. For the purposes of this Section 13.910.3.2, Innovation Office Space shall have the following characteristics: (a) Durations of lease agreements (or other similar occupancy agreements) with individual business entities shall be for periods of approximately one (1) month. No single business entity may occupy more than 2,000 square feet or ten percent (10%) of the entire Innovation Office Space required to be provided in the PUD-7 District, whichever is greater. The average size of separately contracted private suites may not exceed 200 square feet of GFA. Innovation Office Space shall include shared resources (i.e., co-working areas, conference space, office equipment, supplies and kitchens) available to all tenants and must occupy at least fifty percent (50%) of the Innovation Office Space. Individual entities occupying Innovation Office Space may include small business incubators and accelerators, small research laboratories, office space for investors and entrepreneurs, facilities for teaching and for theoretical, basic and applied research, product development and testing prototype fabrication or production of experimental products. 18 8960189.1

13.910.3.3 Variations. In approving a Final Development Plan or a Minor Amendment to a Final Development Plan, the Planning Board may allow variations in the specific standards and characteristics set forth in Sections 13.910.3.1 and 13.910.3.2 above, if the Planning Board finds that the Innovation Office Space, as proposed, will be consistent with the purposes of these standards and characteristics. 13.910.4 Sustainability. New buildings constructed within the PUD-7 District shall comply with the provisions of Section 22.20 of the Ordinance. For those construction projects subject to Section 22.23, LEED certification at the Gold level or better is required. In connection with the submission requirements of Section 22.24.2.a., the Developer of such buildings shall submit a Statement of Energy Design Intent produced through the EnergyStar Target Finder tool, or comparable method. New institutional buildings will meet LEED Gold level criteria, unless the technological specifications of a proposed specialized research facility are such that the developer can demonstrate the impracticality of achieving the LEED Gold level criteria or the inordinate impact achieving the LEED Gold level would have on such specialized research facility. New buildings in the PUD-7 District must incorporate an integrated design approach and incorporate the best practices for meeting sustainability in the following five (5) areas: (a) Energy and Emissions; Steam. Each new building must conserve building energy and, to the extent applicable, reduce carbon/GHG emissions. The Developer, with each Development within the PUD-7 District, must evaluate the potential for on-site energy generation or the construction of co-generation facilities within the PUD-7 District. A Development Proposal for a commercial building shall include a study, prepared by the Developer, considering the feasibility of connecting the building(s) identified in the Development Proposal to the existing district steam system. (b) Urban Site and Landscaping; Water Management. The Developer, for each new building, must explore opportunities for (i) potable water use reductions, (il) storm water management using open spaces, (iii) the incorporation of indigenous vegetation, and (iv) storm water for irrigation purposes. At a minimum, all new buildings within the PUD-7 District must meet the Department of Public Works' standards for water quality management and the retention/detention of the difference between the 2-year 24-hour pre-construction runoff hydrograph and the post-construction 25-year 24-hour runoti hydrograph. The design of buildings and outdoor spaces must also provide for vegetation such as canopy trees, green walls and other measures to reduce urban heat gain. (c) Cool Roofs. All new buildings approved in the PUD-7 District after January 1, 2014, must employ Functional Green Roofs (as such term is defined in Article 22.000 of this Zoning Ordinance), high-albedo "white" roofs or a functionally equivalent roofing system. 19 8960189.1

(d) Monitoring. All new buildings approved in the PUD-7 District shall be required to conform to the requirements of the Cambridge Building Energy Use Disclosure Ordinance, Chapter 8.67 of the Municipal Code. (e) In connection with the approval of a Final Development Plan or in connection with the granting of a Special Permit pursuant to Article 19 of the Ordinance, the Planning Board may grant dimensional and other zoning relief in order to permit the construction of a co-generation facility or other energy systems that allow developments to develop shared solutions to minimize energy usage. (f) A Development Proposal shall include a Sustainability Narrative describing how the project will meet the requirements set forth in this Section, and shall additionally describe the consistency of the proposed development with other sustainability goals that may be established by the City, such as mitigating urban heat island effect, promoting district energy systems, and preparedness for impacts of climate change, including, without limitation, the Cambridge Net Zero Action Plan dated April 29, 2015 and any future climate change vulnerability and resiliency plans as may be adopted by the City Council prior to the date of the filing of such Development Proposal with the Planning Board. 13.910.5 Contribution to Kendall Square Fund; Community Space Funding. 13.910.5.1. Contribution to Kendall Square Fund. Prior to issuance of a Certificate of Occupancy for any building authorized by a PUD special permit in the PUD-7 District and containing non-residential uses not exempt from GFA pursuant to Section 13.93.1, the permittee shall be required to contribute to a Kendall Square Fund established by the City Manager. The contribution (referred to as a "Fund Contribution Payment"') shall be calculated by multiplying ten dollars ($10.00) by the number of square feet of new GFA for all non-residential uses in the subject building not exempt from GFA pursuant to the provisions of Section 13.93.1, excluding the GFA of any Other Government Facility uses. The City shall use any Fund Contribution Payment made pursuant to this Section 13.910.5 for the following uses in such allocations and amounts as the City Manager may determine: (a) Transit Improvements. Fifty percent (50%) of any Fund Contribution Payments shall be allocated for transportation improvements and services to benefit the Kendall Square neighborhood and residents in adjacent neighborhoods not already required by the City of Cambridge Parking and Traffic Demand Management (PTDM) Ordinance. The transit improvement funds shall be allocated at the direction of a committee appointed by the City Manager, which committee shall contain representatives from Kendall Square, adjacent neighborhoods and, at the written request of the developer of a Development Parcel, a representative from the developer. 20 8960189.1

Community Fund. Fifty percent (50%) of any Fund Contribution Payments shall be allocated for the Community Fund that has been established by the City Manager 13.910.5.2. Community Space Design and Construction Funding. Developers of lots within the PUD-7 District not containing Other Government Facility Uses (such parties, collectively, the "Non-Government Developers") shall fund, in the aggregate and as more specifically set forth below, costs and expenses up to $15,000,000.00 incurred in connection with the design and construction of a community space at a location within the PUD-7 District. An advisory committee consisting of representatives from City government, members of the East Cambridge and surrounding neighborhoods and MIT (the "Community Space Advisory Group") shall be created to oversee the design and construction of the community space. The Non-Government Developers agree to deposit into an escrow account with an escrow agent that is mutually acceptable to the Non-Government Developers and the City Manager (a) a one-time aggregate amount of $500,000.00 on or before the first anniversary of the City ordaining this Article 13.90; and (b) as needed from time-to-time, additional amounts of up to $500,000.00 in the aggregate to pay for design costs. Funds held in escrow for design shall be released from escrow periodically to fund the design of the community space. Within thirty (30) days of the later to occur of the Planning Board issuing its first PUD Final Development Plan Special Permit for a development within the PUD-7 District and the Non-Government Developer's acquisition of the non-Government Owned Parcels from the Federal Government, the Non-Government Developer shall fund into escrow a one-time aggregate amount equal to the greater of (x) $15,000,000.00 less the cost of any design costs paid in connection with the community space as of the date of the Non-Government Developer's acquires title to said Parcels and (y) $14,000,000.00; which amount shall fund the costs Chard and soft) incurred in connection with the construction of the community space, and will be drawn from the escrow account periodically as construction progresses. 13.911 Special Requirements Related to Government Use on Government Owned Lots. Where a Development Parcel or Master Plan Area in the PUD-7 District includes a Government Owned Lot as it is defined below, the special provisions set forth in this Section 13.911 shall apply notwithstanding any other regulations to the contraty set forth in this Ordinance. (a) For the purpose of this Section 13.911, a Government Owned Lot shall mean a lot owned by the federal government that may be developed in conjunction with a transfer of land to a private entity, where such transferred land is adjacent to the Government Owned Lot, and where the Government Owned Lot is included as part of a Development Parcel or Master Plan Area. If so included, such Government Owned Lot shall be clearly identified in a Development Proposal and Final Development Plan. 21 8960189.1

Uses on a Government Owned Lot categorized as Other Government Facility in Section 4.33, item (g) in the Table of Use Regulations in this Zoning Ordinance, if included within a Final Development Plan, shall be exempt from the requirements set forth in this Section 13.911 and elsewhere in the Ordinance, including but not limited to FAR limitations, height, parking, limitations on non- residential use allowed in a Final Development Plan, Active Use requirements, Open Space requirements, Innovation Space requirements, Community Fund contributions and Incentive Zoning contributions. (c) Notwithstanding the above, a Government Owned Lot may be included in calculating the area of a Development Parcel for all purposes, including the calculation of FAR limitations and Open Space requirements. Publicly Beneficial Open Space on a Government Owned Lot may be counted toward meeting the open space requirements as explicitly provided in section 13.94, regardless of any limitations on access or use that may be imposed by the controlling government entity. Development Parcel or Master Plan Area containing a Government Owned Lot in accordance with a Final Development Plan, and the controlling government entity later separates the Government Owned Lot from the remainder of the Development Parcel or Master Plan Area, then no future modification to development on the Government Owned Lot shall affect the development authorized in the approved Final Development Plan on the remainder of the Development Parcel or Master Plan Area, and such development shall be allowed to proceed in accordance with the Final Development Plan. [REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK] 22 8960189.1

STREE HOUSTRY AI ZONE (LA-1) MITH PLANED UMT OF PUD-7 DISTRICT VOLPE PARCEL AREA = 611,543 50. F (14.039 ACRES) MNED USE DEVELOPMOIT ZONE MEN 16-7012 PROPOSED PUD-7 Sv-1 IDED USE DEVELOPMENT ZONE (MKD)

INDUSTRY AI ZONE (tA-1) 170' - 250' HEIGHT ZONE INDUSTRY AL ZONE (LA-1) WITH PLANED UNIT DEVELOPMENT OVERLAY (PUD-4C) RESIDENCE C-28 (C-28) WITH PLANNED 250' HEIGHT ZONE BUSHESS A (BA) MATH PLANNED UMT DEVELOPMDNT OVERLAY (PUD-KS TRACT 4 UNT DEVELOPHDNT OVERLAY (PUD-KS CONC, BONG PROPOSED MAXIMIM HEIGHT LIMIT 170'-250* 250' 250'-500' VOLPE PARCEL AREA = 611,545 S0. FT. 250' - 500' (14.039 ACRES) HEIGHT ZONE Mry 16. 2017 MAP 13.91 - BUILDING HEIGHT REGULATION MAP FOR PUD-7 Sv-1 MIXED USE DEVELOPMENT ZONE (MOD 1477702

U.S. General Services Administration Office of Regional Counsel GSA New England Region 2017 JUM 21 PM 3: 08 Ms. Donna Lopez City Clerk 795 Massachusetts Ave., 1st Floor Cambridge, MA 02139 Dear Ms. Lopez: This zoning petition for amendment of the Cambridge Zoning Ordinance is respectfully submitted by United States General Services Administration (GSA), the owner of land to be affected by the change, in cooperation with the Massachusetts Institute of Technology (MIT), for consideration and adoption by the City Council in accordance with the provisions of Massachusetts General Laws, Chapter 40A, Section 5. MIT will acquire a portion of the land that is the subject of this petition from GSA upon the completion of the new Volpe Center. MIT authored this zoning amendment and will be the entity advocating for the change. Sincerely, John E. Kelly Director of Property Utilization and Disposal U.S. General Services Administration Thomas P. O'Neill Federal Building Room 1090 Boston, MA 0222 www.gsa.gov