a report from Councillor Carlone and Councillor Kelley, Co-Chairs of the Ordinance Committee, for an additional public hearing held on January 24, 2018 to discuss the Zoning Petition filed by Peter Kroon, et al, to amend Section 20.50 of the Zoning Ordinance in the " Harvard Square Overlay District" dated September 28, 2017

ATTACWMENTA 16 Linnaean St Cambridge, MA 02138 2017 SEP 28 AMIT: 48 OFFICE OF THE CITE CLEA Date: September 25, 2017 AMBRIDGE, MASSACHUSETT Subject: Harvard Square Development Guidelines To the Honorable Cambridge City Council: • The undersigned registered Cambridge voters respectfully request that the City Council ordain the zoning ordinance language set forth below relative to the Harvard Square Overlay District: Amend Section 20.53.2 to add the following additional Criteria for Development Consultation Review and Review of Applications for Special Permits and Variances: 2. The additional policy goal of preserving and enhancing the retail ecosystem, including the pedestrian retail window-shopping experience, the extent and density of contiguous storefront openings, and the pedestrian streetscape vitality generally. Amend Section 20.54.1 Harvard Square Advisory Committee as follows: in Section 1 (Purpose) revise paragraph b as follows: b. To provide a forum for the purpose of hearing and representing community input on development actions. In Section 4 (Membership and Terms) replace the entire section as follows: 4. Membership and Terms a. Membership. Membership shall be as follows: (1) Five residents of the five abutting Cambridge residential neighborhoods. (2) One additional Cambridge resident that shall serve at large. (3) Iwe members that own or manage retail or service businesses within the Harvard Square Overlay District. (4) One member who is a practicing or retired architect or urban planner with pertinent experience in historical areas like Harvard Square. (5) One owner, or representative of a corporate owner, of commercial real estate within the Harvard Square Overlay District. (6) One member representing the Cambridge Historical Commission. (7) One member representing Harvard University. b. Maximum representation. Each seat shall be filled separately, such that the committee shail be comprised of twelve members fully representing the surrounding neighborhoods and other important constituencies. September 25, 2017 Harvard Square Re-zoning Petition Page 1

c. Ex-Officio Members. The members representing the Cambridge Historical Commission and Harvard University shall be ex-officio members, shall serve at the discretion of their respective employers, and shall be entitled to send a delegate in their stead to any given meeting. d. Rotating Members. The other members shall be appointed for terms of three years each, and they may be re-appointed for a second consecutive three-year term. They shall thereafter be required to step down as committee members but shall be eligible to re-apply after a one-year gap. e. Board Chair. The members shall elect a chairperson at the first meeting of each calendar year. The Chairperson shall serve until replaced, not to exceed one year, shall thereafter be required to step down as Chair, and shall be eligible for re-election after a one-year gap. Amend Section 20.54.2 (Building Height Limitations) as follows: In Section 2 (Special Permit for Additional Height) add a new paragraph b as follows: a. All newly constructed GFA above 60' in height, or an equivalent percentage of the building, shall be residential dwelling units, and to make this feasible, a residential FAR bonus of an additional 1.0 shall be granted for such space. Amend Section 20.54.4 (Parking and Loading Requirements) revise paragraph four as follows: The Harvard Square Advisory Committee in public session shall hear and make recommendations on all proposals for the expenditure of such cash contributions. The City of Cambridge shall publish annually a report stating the sources and uses of funds for the year then ended together with the ending balance in the account. Add a new Section 20.56 as follows: 20.56 Formula Business regulations A Formula Business as defined in this Ordinance may be established in the Harvard Square Overlay District, or move to new premises, only after the issuance of a special permit from the Planning Board. In reviewing an application, the Planning Board shall find as follows: a. The proposed storefront design (including specifically the exterior signage and the interior décor that is visible from the street reflects, amplifies and strengthens the established historical character of existing buildings and storefronts in the proposed location. September 25, 2017 Harvard Square Re-zoning Petition Page Z

b. The proposed storefront design is sufficiently varied from the Formula Business's standard designs so as to make the Harvard Square location unique and distinct from all other locations of the Formula Business. Add a new Section 20.57 as follows: 20.57 Small Store regulations To promote the policy goal of preserving and enhancing the retail ecosystem, any building or development project that requires a special permit and that has a frontage of sixty (60) linear feet or more shall be required to designate half (50%) of its frontage (excluding building entrances) as Small Store space, defined as less than 1,250 rentable square feet, excluding spaces below grade or on upper floors, that may be included in the leasehold. Notwithstanding the foregoing, if a tenant in a Small Store space wants to expand into an adjacent Smail Store space, they may do so provided the total building frontage of Small Store space remains above the 50% reguirement following such expansion. Add a new Section 20.58 as follows: 20.58 Frontage Limitations. To promote the policy goal of preserving and enhancing the retail ecosystem by enhancing the pedestrian window shopping experience, no bank, trust company, real estate or other agency, or administrative office may occupy a pedestrian-level frontage of more than twenty-five (25) feet. Special permits may be granted to relax this maximum frontage limitation but only provided the Planning Board finds (a) that the building architecture prevents strict adherence to the twenty-five foot limit and (b) that the landlord or tenant in question will make a permanent and commensurate contribution to street and community vitality, such as free rotating community window displays or dedicated community meeting room without the requirement of having an account. Add a new Section 20.59 as follows: 20.59 Creative use of Below-Grade Spaces. Io promote the policy goal of encouraging density of retail and service businesses serving the public, GFA that is entirely below-grade shall be exempt from the FAR calculation provided it is (a) designed to be part of a publicly accessible leasehold or (b) it will serve as retail support (eg. kitchen or storage spaces) to active street-level uses. September 25, 2017 Page 3 Harvard Square Re-zoning Petition

And make such other clarifications, simplifications and re-numberings as the City Council shall deem useful. Respectfully submitted by the undersigned registered Cambridge voters, fittes. Irm PETER KROON 16 Linnacan St. AzisE FREERICK A, METER ES HANNONN ST. DRISS que neces Let demonstraner Fun a ANNEST. Victo MENDE BOGDANON 0Z13E Dohanick Vohe Domidici JorEs, 6HURLBUT ST. 02138 0:143 Ruth A. RyAls 115 halane Red Ruth C. Ryala 54 Lendelse He 02/35 Done so catiny Send A Kathry odess 14 Hamber st. 02138 16 Linnaean St. oz132 yer lee side Cantar Chant me Chart or 9 Rutlanst 07130 LodE DOESNTER 32 LINNAEANSE: 02/38 Harvard Square Re-zoning Petition September 25, 2017 Page 4

Zoning Districts Cambridge, Massachusetts OS C-2 BA ME AubARA-SE Harvard Square Overlay District Boundary BB BB PUD-1 C- C-3 PUD-1 Harvard CC-2B G-3 mington st CAMBRIL OS BOSTON Trowbridge St BI Memorial Dr Zoning Districts Residence A-2 Office-3 BB-1 Business A Residence B C-1 Residence C-1 Business B C-2 Business-1 Charles River Residence C-2 Do d0bo0öl Green St C-2B Residence C-2B Special District-14 375 750 C-3 OS Residence C-3 Open Space 0-2 Office-2 Feet Map prepared by Brendan Monroe on March 30, 2017. CDD GIS C: Projects/Zoning/Petitions/HarvardSquareRooftop/HarvardSquareZoning.mxd

ATTACHMENT Kroon, et al., Harvard Square Zoning Petition Inline Amendments Shown: Creations and Additions Underlined, Deletions in Strikeout Edits Shown in Response to Planning Board Recommendation (1/17/2018) in Blue 20.50 HARVARD SQUARE OVERLAY DISTRICT AND HARVARD SQUARE HISTORIC OVERLAY DISTRICT 20.51 Establishment and Scope. There is hereby established the Harvard Square Overlay District and the Harvard Square Historic Overlay District which shall be governed by the regulations and procedures specified in this Section 20.50. It is the intent of this section that these regulations will apply to an area described generally as the Harvard Square business district and certain abutting portions of the neighborhoods around it. 20.51.1 The Harvard Square Overlay District shall be that overlay district established on the Zoning Map of the City of Cambridge by Section 3.20. The Harvard Square Historic Overlay District shall be that portion of the Harvard Square Overlay district that is encompassed by any historic district duly established by the City Council under the authority granted by the City of Cambridge by Chapter 40C of the General Laws of the Commonwealth of Massachusetts or any Neighborhood Conservation District established by the City Council under the provisions of chapter 2.78 of the Cambridge Municipal Code. All provisions of the Harvard Square Overlay District and all references to it in this Ordinance shall apply equally to the Harvard Square Historic Overlay District except as set forth below. 20.52 General Purpose. It is the purpose of this Section 20.50 to augment existing zoning regulations to respond to the unique problems and pressures for change particular to the Harvard Square area. The regulations contained in said section provide for more careful public scrutiny of development proposals that may alter the established urban form of the Harvard Square area. These regulations are intended to channel the extreme development pressures in ways which will preserve and enhance the unique functional environment and visual character of Harvard Square; to mitigate the functional impacts of new development on adjacent residential neighborhoods; to maintain the present diversity of development and open space patterns and building scales and ages; and to provide sufficient regulatory flexibility to advance the general purposes of this Section 20.52. The additional flexibility granted to development within the Harvard Square Historic Overlay District is intended to facilitate the protection and enhancement of the historic resources and character of Harvard Square while not unreasonably limiting the opportunities for appropriate contemporary changes to the built environment in the Harvard Square area. General Provisions 20.53 20.53.1 The Harvard Square Overlay District shall be considered an area of special planning concern. Development proposals listed in Subsection 19.42 and 19.43, Development Consultation Procedures, shall be subject to the Development Consultation Procedure specified in Article 19.40 except that any Large Project Review (new buildings of 2,000 square feet or more) shall be conducted by the Harvard Square Advisory Committee using procedures specified in Subsection 20.54.1 of this Section 20.50. Page 1 of 10 Community Development Department - January 24, 2018

Kroon, et al., Harvard Square Zoning Petition Inline Amendments Shown: Creations and Additions Underlined, Deletions in Strikeeut Edits Shown in Response to Planning Board Recommendation (1/17/2018) in Blue 20.53.2 Criteria for Development Consultation Review and Review of Applications for Special Permits and Variances. In reviewing applications for variances, special permits or development consultation reviews the permit or special permit granting authority or the Harvard Square Advisory Committee shall be guided by the following: 1. The objectives and criteria contained in the publication Harvard Square Development Guidelines [Document complied from the Guidelines for Development and Historic Preservation as contained in the Final Report of the Harvard Square Neighborhood Conservation District Study Committee, dated November 29, 2000 and the Harvard Square Development Guidelines, 1986], in addition to the requirements of Sections 10.30 (Variances) and 10.40 (Special Permits) and this Section 20.50. These guidelines are also intended to assist in shaping any contemplated physical change within the Harvard Square Overlay District 2. The additional policy goal of preserving and enhancing the retail ecosystem, including the pedestrian retail window-shopping experience, the extent and density of contiguous storefront openings, and the pedestrian streetscape vitality generally. 20.53.3 National Register and Contributing Buildings For the purposes of this Section 20.50 the following definitions shall apply: 1. National Register Building shall be a building individually listed or determined eligible for the National Register of Historic Places as determined by the Secretary of the Department of the Interior. 2. A contributing building shall be: a. Identified as a contributing building in a listed or eligible National Register District as determined by the Secretary of the Department of Interior; or b. A building located outside a National Register District but identified as a contributing building in the Harvard Square Development Guidelines, Community Development Department, July 1, 1986. However, a building shall no longer be considered a contributing building as defined in this Subsection 20.53.3(b) for the purposes of this Section 20.50 if, upon application for a demolition permit, the Cambridge Historical Commission shall determine the building not to be a preferably preserved significant building as defined in the City of Cambridge Demolition Ordinance #965. Detailed Provisions 20.54 20.54.1 Harvard Square Advisory Committee Page 2 of 10 Community Development Department - January 24, 2018

Kroon, et al., Harvard Square Zoning Petition Inline Amendments Shown: Creations and Additions Underlined, Deletions in Strikeeut Edits Shown in Response to Planning Board Recommendation (1/17/2018) in Blue There shall be established a Harvard Square Advisory Committee, with members appointed by the City Manager, which shall have the following duties, responsibilities, and membership. 1. Purpose. It is the intent of this Subsection 20.54.1 that the Committee shall in its official actions fulfill the following purposes. a. To establish a formal, ongoing body that will review all major development actions in the Harvard Square Overlay District. b. To provide a forum within which a wide range of perspectives on development actions can be heard for the purpose of representing community input. c. To establish a citizen/professional body which can advise both public agencies and private interests as to the development and urban design issues raised by a development or planning proposal and suggest avenues of research which might be pursued to resolve identified conflicts or make the project better fulfill both public and private objectives for the Harvard Square Overlay District. 2. Responsibilities. The Committee shall undertake all Large Project Reviews and shall receive all applications for variances and special permits for activities within the Harvard Square Overlay District for review and comment. In addition, the Committee may comment on any preliminary proposal for which any public agency or private interest may wish to receive advice and recommendations. 3. Procedures. a. Within six (6) months preceding any application for (1) a building permit for any project subject to Large Project Development Consultation Review or (2) a special permit or variance for any project within the Harvard Square Overlay District, the graphic and other material required in Section 19.43.2 - Application for a Large Project Review shall be submitted to the Harvard Square Advisory Committee for their review and comment. b. Within thirty (30) days of that submittal, [or within up to sixty (60) days with the written consent of the applicant] the Committee shall prepare a written report of findings and recommendations with respect to the applicant's proposed project. c. The Committee's written report shall outline the urban design and development issues raised by the proposal. It shall suggest those areas within which additional exploration of alternatives might be sought or factual information gathered which might help to resolve potential conflicts between the public and private objectives or which help to shape the project to better serve these objectives. d. The report shall be forwarded to the applicant and shall be included in any application for a building permit, special permit or variance. e. It is expected that, in making decisions regarding special permits and variances within the Overlay District, the Planning Board and/or Zoning Board of Appeal will give due consideration to the report and recommendations of the Advisory Committee. Where the Committee makes recommendations with respect to the granting of special permits and/or variances, and the Planning Board and/or Community Development Department - January 24, 2018 Page 3 of 10

Kroon, et al., Harvard Square Zoning Petition Inline Amendments Shown: Creations and Additions Underlined, Deletions in Strikeout Edits Shown in Response to Planning Board Recommendation (1/17/2018) in Blue Zoning Board of Appeal does not follow said recommendations, then the Boards) shall make written reply to the Committee, detailing why the Board(s)'s decisions were different from the Committee recommendations. f. The Community Development staff shall serve as staff to the Committee. 4. Membership and Terms a. Membership. The Committee shall consist of twelve (12) thirteen (13) members, as follows: (1) At least one member having recognized qualification as an architect or urban planner landscape architect. (2) One member having recegnized qualifications as real estate of development or financial expert. (3) Two One members who operate a retail, restaurant or service businesses within the Harvard Square Overlay District. (4) One Two owners or representatives of a corporate owners of two members owning commercial property within the Harvard Square Overlay District. (5) Five members representing residents of the five abutting Cambridge residential neighborhoods. (6) One additional resident to be appointed with should serve at large. (7) One member representing an institution owning institutional property in the Harvard Square Overlay District. (8) One member representing the Cambridge Historical Commission. b. Terms. Committee members shall be appointed for terms of three years each. They may be re-appointed for a second consecutive three-year term. They shall thereafter be required to step down as committee members but shall be eligible to re-apply after a one-year gap. In the event of a mid-term vacancy, a replacement member shall be appointed to serve the remainder of that term in order to maintain full representation as set forth above. Initial appointments shall, however, be staggered such that four members shall have terms of one year, five members shall have terms of two years, and four members shall have terms of three years each. c. Board Chair. The members shall elect a chairperson at the first meeting of each calendar year. The Chairperson shall serve until replaced, not to exceed one year, shall thereafter be required to step down as Chair, and shall be eligible for re-election after a one-year gap. In the event of a mid- year vacancy, the members shall elect an interim Chairperson to serve for the remainder of that year. 20.54.2 Building Height Limitations. The maximum height of buildings in the Harvard Square Overlay District shall be governed by the requirements of this Section 20.54.2; Community Development Department - January 24, 2018 Page 4 of 10

Kroon, et al., Harvard Square Zoning Petition Inline Amendments Shown: Creations and Additions Underlined, Deletions in Strikeout Edits Shown in Response to Planning Board Recommendation (1/17/2018) in Blue however, at locations where the base zoning district establishes a more restrictive height limitation, the more restrictive shall apply. 1. As of Right Height Limitations. The maximum height of any building shall be sixty (60) feet. 2. Special Permit for Additional Height. The maximum allowable height in the Harvard Square Overlay District may be increased up to eighty (80) feet upon issuance of a Special Permit by the Planning Board. If a Special Permit is issued portions of the building may extend to eighty (80) feet in height provided that those portions in excess of sixty (60) feet are set back from the street line at least ten (10) feet, and that those portions are also set back from one or more forty-five (45) degree sky exposure planes, unless otherwise permitted by the Planning Board. A forty-five (45) degree sky exposure plane shall be an imaginary inclined plane beginning fifty-five (55) feet above any street line in the districts and rising over one or more lots at a forty-five (45) degree angle. a. All newly constructed GFA above 60' in height, or an equivalent amount of GFA located elsewhere in the building, shall be residential dwelling units. In granting a special permit, the Planning Board shall consider whether such dwelling units are designed and intended to be occupied by full-time residents (i.e. not absentee owners) that will patronize local businesses and help keep the streets safer at night. 3. deleted. 20.54.3 Retail, Business, and Consumer Service Establishments (Section 4.35) in Office and Residential Districts. 1. The Planning Board may allow by special permit the retail use of a lot or structure all or partially within the Harvard Square Overlay District and in a base residential or office district where retail uses are not permitted under the provisions of Section 4.30 - Table of Use Regulations; provided, however, that the following conditions are met or findings made: a. The general purposes of this Section 20.50 are met. b. The use will be located in a structure in existence as of June 1, 1985 and will not involve significant new construction. c. The addition of such uses) will assist in the preservation, rehabilitation and/or restoration of a National Register or contributing building or important open space by increasing the economic feasibility of maintaining such features. d. The preservation of the buildings and open space identified in (c) above is assured through an approved mechanism for the full period that the special permit is in force and effect. e. The proposed use will preserve, rehabilitate or restore the outward appearance of the structure or open space. Community Development Department - January 24, 2018 Page 5 of 10

Kroon, et al., Harvard Square Zoning Petition Inline Amendments Shown: Creations and Additions Underlined, Deletions in Strikeout Edits Shown in Response to Planning Board Recommendation (1/17/2018) in Blue f. In its operation the use will not, in impact, be significantly different from the uses permitted in the base district. g. The use is completely contained within the structure. h. The use will be patronized substantially by pedestrians and will, if required by the Planning Board, function adequately without additional off street parking or loading facilities and will in any case not generate vehicular traffic in quantity and type substantially different from that generated by permitted uses. i. The applicant can demonstrate a need for the uses) as a service to adjacent residential communities or to the academic community and can demonstrate that for economic or other reasons the use cannot easily be located in existing business or office districts where the use is permitted. In addition the applicant must demonstrate that either the use has been displaced as result of redevelopment elsewhere in the Harvard Square Overlay District, or that the use is important in its contribution to the variety, continuity, or uniqueness of the Harvard Square Overlay District. j. The retail use does not take the place of a residential or dormitory use. k. The following uses listed in Section 4.35 are however specifically prohibited: 4.35e (Lunchroom, restaurant, cafeteria); (Establishments where alcoholic beverages are sold and consumed 4.35f and where no dancing or entertainment is provided); 4.35g (Bar or other establishment where alcoholic beverages are sold and where dancing is provided); 4.35j (Mortuary, undertaking or funeral establishment); 4.35l (Veterinary establishment, kennel, pet shop); 4.35m (sales place for new and used cars); 4.350 (Fast Order Food Establishment); 4.35p (Massage establishment). I. The proposed use is not located in a base Residence C-2B or Office 2 District. 2. In the Office 2 base district the provisions of Section 4.40 - Footnotes to the Table of Use Regulations, footnote 12, shall not apply in the Harvard Square Overlay District. 3. The conditions and required findings mentioned in this Section 20.54.3 are not severable, and if a court declares any such condition or required finding invalid, then this Section 20.54.3 shall cease to operate in its entirety, and no additional special permits shall be issued under its authority. 20.54.4 Parking and Loading Requirements. Uses in the Harvard Square Overlay District which meet the following requirements shall be exempt from the parking and loading requirements as specified in Section 6.36 - Schedule of Parking and Loading Requirements. Community Development Department - January 24, 2018 Page 6 of 10

Kroon, et al., Harvard Square Zoning Petition Inline Amendments Shown: Creations and Additions Underlined, Deletions in Strikeout Edits Shown in Response to Planning Board Recommendation (1/17/2018) in Blue 1. The use is contained within a structure or portion of a structure in existence on or before June 1, 1940 or if constructed later is identified as a National Register or contributing building; or 2. The use is contained in a new structure or new addition to a structure identified in (1.) above, after the issuance of a special permit by the Planning Board provided: a. The total development authorized on the site is reduced to eighty (80) percent of the maximum permitted on the lot; or a cash contribution is made to the Harvard Square Improvement Fund to be established by the City of Cambridge in an amount equal to fifty (50) percent of the cost of construction of the spaces not provided, said contribution to be used by the City of Cambridge for one or more of the following capital improvements in the Harvard Square Overlay District: (1) Provision of public parking, preferably for short term users, or other transit transportation solutions designed to make Harvard Square stores, offices and restaurants accessible to drive-to and other non- walk-to customers; (2) Improvements to public parks, or resteration of historic structures, monuments and other features owned by the City of Cambridge or other public agency or a honprofit organization; (3) Extension throughout the Harvard Square Overlay District of the surface improvements installed by the MBTA as part of the Red Line subway extension (brick sidewalks, light pest, street furniture, ete.) The Harvard Square Advisory Committee in public session shall make comments recommendations on any all proposals for the expenditure of such cash contributions. To the extent practicable the provision of public parking facilities shall be the first priority of any expenditure. The funds shall not be used for ordinary maintenance activities normally undertaken by the City of Cambridge. The City of Cambridge shall publish annually a report stating the amounts assessed, collected, and spent for the year then ended together with the ending balance in the account. The value of the cash contribution shall be determined by the Community Development Department assuming equivalent structured parking spaces and using generally accepted cost estimation methods customarily used by architects and engineers or using actual construction costs for comparable contemporary parking construction in Cambridge. b. The subject lot is sufficiently small in size as to contribute to a development pattern of diverse, small scale, new structures and the retention of existing structures (for lots exceeding 10,000 square feet a specific finding shall be made that this objective has been met). c. The Planning Board shall specifically find that an exemption from parking and loading requirements will result in a building design that is more appropriate to its Community Development Department - January 24, 2018 Page 7 of 10

Kroon, et al., Harvard Square Zoning Petition Inline Amendments Shown: Creations and Additions Underlined, Deletions in Strikeout Edits Shown in Response to Planning Board Recommendation (1/17/2018) in Blue location and the fabric of its neighborhood and that it is in conformance with the objectives and criteria contained in Harvard Square Development Guidelines. d. No National Register or contributing building is demolished or so altered as to terminate or preclude its designation as a National Register or contributing building; and e. No National Register or contributing building has been demolished or altered so as to terminate or preclude its designation within the five (5) years preceding the application. 20.54.5 Building Setbacks. Maintenance of the Harvard Square Overlay District's positive diversity of building form and scale and its variety of open spaces, yards and courtyards is encouraged throughout the District. It is therefore desirable to permit design flexibility to allow any physical change in the District to reflect the character of the area within which it is located. To this end any building in the Harvard Square Overlay District shall be exempt from the yard requirements as specified in Section 5.30, (except where such yard abuts a lot, but not a public way, outside the Overlay District) if the following conditions are met: 1. The building existed as of December 15, 1985 or a building permit had been issued by that date, or 2. For any new building in any Business, Office or Residence C-3 base-zoning district, for which a building permit is issued after December 15, 1985, the Planning Board issues a Special Permit exempting the building from yard requirements provided: a. The design of the new structure shall be in conformance with the objectives and criteria contained in Harvard Square Development Guidelines. b. No National Register or contributing building is demolished or so altered as to terminate or preclude its designation as a National Register or contributing building; and c. No National Register or contributing building previously existed on the site in the preceding five (5) years and which has been so altered as to terminate or preclude its designation or demolished prior to the application. Maximum Ratio of Floor Area to Lot Area (FAR) in the Harvard Square Historic 20.54.6 Overlay District. Notwithstanding the FAR limits set forth in Article 5.000 or elsewhere in this Ordinance, the maximum FAR applicable in the Harvard Square Historic Overlay District shall be as follows: Business B district: 4.0 for all uses except dwellings, 3.0 for dwellings; Office 3 district: 3.0 for all uses; Office 2 district: 2.0 for all uses; Residence C-3 district: 3.0 for all uses; Residence C-2B district: 1.75 for all uses; Residence C-1 district: 0.75 for all uses; Business A district: 1.0 for all uses except dwellings, 1.75 for dwellings. Page 8 of 10 Community Development Department - January 24, 2018

Kroon, et al., Harvard Square Zoning Petition Inline Amendments Shown: Creations and Additions Underlined, Deletions in Strikeout Edits Shown in Response to Planning Board Recommendation (1/17/2018) in Blue 20.55 Sign Regulations in the Harvard Square Historic Overlay District All provisions of Article 7.000 shall apply in the Harvard Square Historic District, 20.55.1 except as modified below. It is the intent of these modifications to allow greater flexibility in the size, location and illumination of signs in order to encourage more thoughtful design of individual signs, to encourage greater respect for the building and visual context within which new signs are erected, and thereby add interest and character to the shopping environment in Harvard Square. 1. In Section 7.16.22 - Signs in all Business, Office and Industrial Districts, Paragraphs A, B, and C shall not apply in office and business base districts. However, no sign on the outside of a building may extend higher than 20 feet above grade. 2. In Section 7.16.3 - Application of the Sign Frontage Formula shall not apply. In the Residence C-2B base district the provisions of Section 7.16.22 shall apply 3. to permitted or legally established nonconforming office and retail uses. Formula Business regulations 20.56 A Formula Business as defined in this Ordinance may be established in the Harvard Square Overlay District, or move to new premises, only after the issuance of a special permit from the Planning Board. In reviewing an application, the Planning Board shall consider whether: a. The proposed storefront design (including the exterior signage) maintains and/or enhances the historical character of existing buildings and storefronts in the proposed location. b. The proposed storefront design is sufficiently adapted from the formula design so as to make the Harvard Square location unique. Note: The Planning Board agreed with concerns raised regarding the Small Store regulations 20.57 overlapping jurisdiction for sign review that could be created between the To promote the policy goal of Planning Board and the Historical preserving and enhancing the retail Commission, which can currently ecosystem, any development, or re- approve signs that deviate from some of development project that displaces the normal signage requirements in substantially all of its tenants for the Article 7.000 of the Zoning Ordinance. purpose of re development, and that has a total area of more than square feet shall be required to designate half (60%) of its frontage as complete (excluding building entrances) as Small Store space, defined as less than 1,260 rentable square feet at grade, excluding spaces below grade or on upper floors that may be included in the leasehold. Notwithstanding the foregoing, if a tenant in a Small Store space wants te expand into an adjacent Small Store space. they may do so provided the total Page 9 of 10 Community Development Department - January 24, 2018

Kroon, et al., Harvard Square Zoning Petition Inline Amendments Shown: Creations and Additions Underlined, Deletions in Strikeout Edits Shown in Response to Planning Board Recommendation (1/17/2018) in Blue amount of designated Small Store frontage remains above the 50% requirement following such expansion. 20.578 Frontage Limitations. To promote the policy goal of preserving and enhancing the retail ecosystem by enhancing the pedestrian window shopping experience, no bank, trust company, real estate or other agency, or administrative office may occupy a pedestrian-level frontage of more than twenty-five (25) feet. Note: The Planning Board A special permit may be granted to recommended that the 25-foot standard relax this maximum frontage limitation be reviewed to determine if a different numerical standard would be more but only if (a) the building architecture prevents strict adherence to the twenty- five foot limit and (b) the landlord or tenant in question will make a permanent and commensurate contribution to street and community vitality, such as free rotating community window displays or dedicated community meeting room without any conditions such as the requirement of having an account at that bank. 20.589 FAR exemption for Below-Grade Spaces. To promote the policy goal of encouraging density of retail and service businesses serving the public, GFA that is entirely below-grade shall be exempt from the FAR calculation provided that either (a) it will serve as retail support (e.g. kitchen or storage spaces) to active street-level uses, or (b) it will accommodate a retail or public service use that is customarily open to the public, including such as a Cambridge history center, a tourist information center, or public toilets. Community Development Department - January 24, 2018 Page 10 of 10

AMACHMENT Kroon, et al., Harvard Square Zoning Petition Inline Amendments Shown: Creations and Additions Underlined, Deletions in Strikeout 20.50 HARVARD SQUARE OVERLAY DISTRICT AND HARVARD SQUARE HISTORIC OVERLAY DISTRICT 20.51 Establishment and Scope. There is hereby established the Harvard Square Overlay District and the Harvard Square Historic Overlay District which shall be governed by the regulations and procedures specified in this Section 20.50. It is the intent of this section that these regulations will apply to an area described generally as the Harvard Square business district and certain abutting portions of the neighborhoods around it. 20.51.1 The Harvard Square Overlay District shall be that overlay district established on the Zoning Map of the City of Cambridge by Section 3.20. The Harvard Square Historic Overiay District shall be that portion of the Harvard Square Overlay district that is encompassed by any historic district duly established by the City Council under the authority granted by the City of Cambridge by Chapter 40C of the General Laws of the Commonwealth of Massachusetts or any Neighborhood Conservation District established by the City Council under the provisions of chapter 2.78 of the Cambridge Municipal Code. All provisions of the Harvard Square Overlay District and all references to it in this Ordinance shall apply equally to the Harvard Square Historic Overlay District except as set forth below. 20.52 General Purpose. It is the purpose of this Section 20.50 to augment existing zoning regulations to respond to the unique problems and pressures for change particular to the Harvard Square area. The regulations contained in said section provide for more careful public scrutiny of development proposals that may alter the established urban form of the Harvard Square area. These regulations are intended to channel the extreme development pressures in ways which will preserve and enhance the unique functional environment and visual character of Harvard Square; to mitigate the functional impacts of new development on adjacent residential neighborhoods; to maintain the present diversity of development and open space patters and building scales and ages; and to provide sufficient regulatory flexibility to advance the general purposes of this Section 20.52. The additional flexibility granted to development within the Harvard Square Historic Overlay District is intended to facilitate the protection and enhancement of the historic resources and character of Harvard Square while not unreasonably limiting the opportunities for appropriate contemporary changes to the built environment in the Harvard Square area. General Provisions 20.53 20.53.1 The Harvard Square Overlay District shall be considered an area of special planning concern. Development proposals listed in Subsection 19.42 and 19.43, Development Consultation Procedures, shall be subject to the Development Consultation Procedure specified in Article 19.40 except that any Large Project Review (new buildings of 2,000 square feet or more) shall be conducted by the Harvard Square Advisory Committee using procedures specified in Subsection 20.54.1 of this Section 20.50. Received by Planning Board: December 14, 2017

Kroon, et al., Harvard Square Zoning Petition Inline Amendments Shown: Creations and Additions Underlined, Deletions in Strikeout 20.53.2 Criteria for Development Consultation Review and Review of Applications for Special Permits and Variances. In reviewing applications for variances, special permits or development consultation reviews the permit or speciai permit granting authority or the Harvard Square Advisory Committee shall be guided by the following: 1. The objectives and criteria contained in the publication Harvard Square Development Guidelines [Document complied from the Guidelines for Development and Historic Preservation as contained in the Final Report of the Harvard Square Neighborhood Conservation District Study Committee, dated November 29, 2000 and the Harvard Square Development Guidelines, 1986], in addition to the requirements of Sections 10.30 (Variances) and 10.40 (Special Permits) and this Section 20.50. These guidelines are also intended to assist in shaping any contemplated physical change within the Harvard Square Overlay District 2. The additional policy goal of preserving, and enhancing the retail ecosystem, including the pedestrian retail window-shopping experience, the extent and density of contiquous storefront openings, and the pedestrian streetscape vitality generally. 20.53.3 National Register and Contributing Buildings For the purposes of this Section 20.50 the following definitions shall apply: 1. National Register Building shall be a building individually listed or determined eligible for the National Register of Historic Places as determined by the Secretary of the Department of the Interior. 2. A contributing building shall be: a. Identified as a contributing building in a listed or eligible National Register District as determined by the Secretary of the Department of Interior; or b. A building located outside a National Register District but identified as a contributing building in the Harvard Square Development Guidelines, Community Development Department, July 1, 1986. However, a building shall no longer be considered a contributing building as defined in this Subsection 20.53.3(b) for the purposes of this Section 20.50 if, upon application for a demolition permit, the Cambridge Historical Commission shall determine the building not to be a preferably preserved significant building as defined in the City of Cambridge Demolition Ordinance #965. 20.54 Detailed Provisions Harvard Square Advisory Committee 20.54.1 There shall be established a Harvard Square Advisory Committee, with members appointed by the City Manager, which shall have the following duties, responsibilities, and membership. Received by Planning Board: December 14, 2017

Kroon, et al., Harvard Square Zoning Petition Inline Amendments Shown: Creations and Additions Underlined, Deletions in Strikeout 1. Purpose. It is the intent of this Subsection 20.54.1 that the Committee shali in its official actions fulfill the following purposes. a. To establish a formai, ongoing body that will review all major development actions in the Harvard Square Overlay District. b. To provide a forum within which a wide range of perspectives on development actions can be heard for the purpose of representing community input. c. To establish a citizen/professional body which can advise both public agencies and private interests as to the development and urban design issues raised by a development or planning proposal and suggest avenues of research which might be pursued to resolve identified conflicts or make the project better fulfill both public and private objectives for the Harvard Square Overlay District. 2. Responsibilities. The Committee shall undertake all Large Project Reviews and shall receive all applications for variances and special permits for activities within the Harvard Square Overlay District for review and comment. In addition, the Committee may comment on any preliminary proposal for which any public agency or private interest may wish to receive advice and recommendations. 3. Procedures. a. Within six (6) months preceding any application for (1) a building permit for any project subject to Large Project Development Consultation Review or (2) a special permit or variance for any project within the Harvard Square Overlay District, the graphic and other material required in Section 19.43.2 - Application for a Large Project Review shall be submitted to the Harvard Square Advisory Committee for their review and comment. b. Within thirty (30) days of that submittal, [or within up to sixty (60) days with the written consent of the applicant] the Committee shall prepare a written report of findings and recommendations with respect to the applicant's proposed project. c. The Committee's written report shall outline the urban design and development issues raised by the proposal. It shall suggest those areas within which additional exploration of alternatives might be sought or factual information gathered which might help to resolve potential conflicts between the public and private objectives or which help to shape the project to better serve these objectives. d. The report shall be forwarded to the applicant and shail be included in any application for a building permit, special permit or variance. e. It is expected that, in making decisions regarding special permits and variances within the Overlay District, the Planning Board and/or Zoning Board of Appeal will give due consideration to the report and recommendations of the Advisory Committee. Where the Committee makes recommendations with respect to the granting of special permits and/or variances, and the Pianning Board and/or Zoning Board of Appeal does not follow said recommendations, then the Board(s) shail make written reply to the Committee, detailing why the Board(s)'s decisions were different from the Committee recommendations. f. The Community Development staff shall serve as staff to the Committee. Received by Planning Board: December 14, 2017

Kroon, et al., Harvard Square Zoning Petition Inline Amendments Shown: Creations and Additions Underlined, Deletions in Strikeout 4. Membership and Terms a. Membership. Ihe Committee shall consist of twelve (12) members, as follows: (1) At least one member having recognized qualification as an architect or urban planner landscape architest. (2) One member having recognized qualifications as real estate of development or financial exper (3) Twa One members who operate a retail, restaurant or service businesses within the Harvard Square Overlay District. (4) One owner or representative of a corporate owner of two members owning commercial property within the Harvard Square Overlay District. (5) Five members representing residents of the five abutting Cambridge residential neighborhoods. (6) One additional resident to be appointed with should serve at large. (7) One member representing an institution owning institutional property in the Harvard Square Overlay District. (8) One member representing the Cambridge Historical Commission. b. Terms. Committee members shall be appointed for terms of three years each. They may be re-appointed for a second consecutive three-year term. They shall thereafter be required to step down as committee members but shall be eligible to re-apply after a one-year gap. In the event of a mid-term vacancy, a replacement member shall be appointed to serve the remainder of that term in order to maintain full representation as set forth above. Initiat appointments-shalt, however, be staggered such that four members shatt have terms-of one year, five members shall have terms of twe years, and four members shall have terms of three years each. s. Board Chair. The members shall elect a chairperson at the first meeting of each calendar year. The Chairperson shall serve until replaced, not to exceed one year, shall thereafter be required to step down as Chair, and shall be eligible for re-election after a one-year gap. In the event of a mid- year vacancy, the members shall elect an interim Chairperson to serve for the remainder of that year. 20.54.2 Building Height Limitations. The maximum height of buildings in the Harvard Square Overlay District shall be governed by the requirements of this Section 20.54.2; however, at locations where the base zoning district establishes a more restrictive height limitation, the more restrictive shall apply. 1. As of Right Height Limitations. The maximum height of any building shall be sixty (60) feet. 2. Special Permit for Additional Height. The maximum allowable height in the Harvard Square Overlay District may be increased up to eighty (80) feet upon issuance of a Special Permit by the Planning Board. If a Special Permit is issued Received by Planning Board: December 14, 2017

Kroon, et al., Harvard Square Zoning Petition Inline Amendments Shown: Creations and Additions Underlined, Deletions in Strikeout portions of the building may extend to eighty (80) feet in height provided that those portions in excess of sixty (60) feet are set back from the street line at least ten (10) feet, and that those portions are also set back from one or more forty-five (45) degree sky exposure planes, unless otherwise permitted by the Planning Board. A forty-five (45) degree sky exposure plane shall be an imaginary inclined plane beginning fifty-five (55) feet above any street line in the districts and rising over one or more lots at a forty-five (45) degree angle. a. All newly constructed GFA above 60' in height, or an equivalent amount of GFA located elsewhere in the building, shall be residential dwelling units. In granting a special permit, the Planning Board shall consider whether such dwelling units are designed and intended to be occupied by full-time residents (i.e. not absentee owners) that will patronize local businesses and help keep the streets safer at night. 3. deleted. Retail, Business, and Consumer Service Establishments (Section 4.35) in Office and 20.54.3 Residential Districts. 1. The Planning Board may allow by special permit the retail use of a lot or structure all or partially within the Harvard Square Overlay District and in a base residential or office district where retail uses are not permitted under the provisions of Section 4.30 - Table of Use Regulations; provided, however, that the following conditions are met or findings made: a. The general purposes of this Section 20.50 are met. b. The use will be located in a structure in existence as of June 1, 1985 and will not involve significant new construction. c. The addition of such use(s) will assist in the preservation, rehabilitation and/or restoration of a National Register or contributing building or important open space by increasing the economic feasibility of maintaining such features. d. The preservation of the buildings and open space identified in (c) above is assured through an approved mechanism for the full period that the special permit is in force and effect. e. The proposed use will preserve, rehabilitate or restore the outward appearance of the structure or open space. f. In its operation the use will not, in impact, be significantly different from the uses permitted in the base district. g. The use is completely contained within the structure. h. The use will be patronized substantially by pedestrians and will, if required by the Planning Board, function adequately without additional off street parking or loading facilities and will in any case not generate vehicular traffic in quantity and type substantially different from that generated by permitted uses. i. The applicant can demonstrate a need for the use(s) as a service to adjacent residential communities or to the academic community and can demonstrate that Received by Planning Board: December 14, 2017

Kroon; et al., Harvard Square Zoning Petition Inline Amendments Shown: Creations and Additions Underlined, Deletions in Strikeout for economic or other reasons the use cannot easily be located in existing business or office districts where the use is permitted. In addition the applicant must demonstrate that either the use has been displaced as result of redevelopment elsewhere in the Harvard Square Overlay District, or that the use is important in its contribution to the variety, continuity, or uniqueness of the Harvard Square Overlay District. j. The retail use does not take the place of a residential or dormitory use. k. The following uses listed in Section 4.35 are however specifically prohibited: 4.35e (Lunchroom, restaurant, cafeteria); 4.35f (Establishments where alcoholic beverages are sold and consumed and where no dancing or entertainment is provided): 4.35g (Bar or other establishment where alcoholic beverages are sold and where dancing is provided); 4.35j (Mortuary, undertaking or funeral establishment); 4.35l (Veterinary establishment, kennel, pet shop); 4.35m (sales place for new and used cars); 4.350 (Fast Order Food Establishment); 4.35p (Massage establishment). I. The proposed use is not located in a base Residence C-2B or Office 2 District. 2. In the Office 2 base district the provisions of Section 4.40 - Footnotes to the Table of Use Regulations, footnote 12, shall not apply in the Harvard Square Overlay District. 3. The conditions and required findings mentioned in this Section 20.54.3 are not severable, and if a court declares any such condition or required finding invalid, then this Section 20.54.3 shall cease to operate in its entirety, and no additional special permits shall be issued under its authority. 20.54.4 Parking and Loading Requirements. Uses in the Harvard Square Overlay District which meet the following requirements shall be exempt from the parking and loading requirements as specified in Section 6.36 - Schedule of Parking and Loading Requirements. 1. The use is contained within a structure or portion of a structure in existence on or before June 1, 1940 or if constructed later is identified as a National Register or contributing building; or 2. The use is contained in a new structure or new addition to a structure identified in (1) above, after the issuance of a special permit by the Planning Board provided: a. The total development authorized on the site is reduced to eighty (80) percent of the maximum permitted on the lot; or a cash contribution is made to the Harvard Square Improvement Fund to be established by the City of Cambridge in an amount equal to fifty (50) percent of the cost of construction of the spaces not Received by Planning Board: December 14, 2017

Kroon, et al., Harvard Square Zoning Petition Inline Amendments Shown: Creations and Additions Underlined, Deletions in Strikeout provided, said contribution to be used by the City of Cambridge for one or more of the following capital improvements in the Harvard Square Overlay District: (1) Provision of public parking, preferably for short term users, or other transit solutions designed to make Harvard Square stores, offices and restaurants accessible to drive-to and other non-walk-to customers: (2) Improvements-to public parks, or restoration of historic structures, monuments and other features owned by the City of Cambridge or other public agency or a nonprofit organization; (3) Extension throughout the Harvard Square Overlay District-of the surface improvements installed by the MBTA as part of the Red Line subway extensien (brick sidewalks, light pest, street furniture, ete.) The Harvard Square Advisory Committee in public session shall make comments recommendations on any all proposals for the expenditure of such cash contributions. To the extent practicable the provision of public parking facilities shall be the first priority of any expenditure. The funds shall not be used for ordinary maintenance activities normally undertaken by the City of Cambridge. The City of Cambridge shall publish annually a report stating the amounts assessed, collected, and spent for the year then ended together with the ending balance in the account. The value of the cash contribution shall be determined by the Community Development Department assuming equivalent structured parking spaces and using generally accepted cost estimation methods customarily used by architects and engineers or using actual construction costs for comparable contemporary parking construction in Cambridge. b. The subject lot is sufficiently small in size as to contribute to a development pattern of diverse, smali scale, new structures and the retention of existing structures (for lots exceeding 10,000 square feet a specific finding shall be made that this objective has been met). c. The Planning Board shall specifically find that an exemption from parking and loading requirements will result in a building design that is more appropriate to its location and the fabric of its neighborhood and that it is in conformance with the objectives and criteria contained in Harvard Square Development Guidelines. d. No National Register or contributing building is demolished or so altered as to terminate or preclude its designation as a National Register or contributing building; and e. No National Register or contributing building has been demolished or altered so as to terminate or preclude its designation within the five (5) years preceding the application. 20.54.5 Building Setbacks. Maintenance of the Harvard Square Overlay District's positive diversity of building form and scale and its variety of open spaces, yards and courtyards is encouraged throughout the District. It is therefore desirable to permit Received by Planning Board: December 14, 2017

Kroon, et al., Harvard Square Zoning Petition Inline Amendments Shown: Creations and Additions Underlined, Deletions in Strikeout design flexibility to allow any physical change in the District to reflect the character of the area within which it is located. To this end any building in the Harvard Square Overlay District shall be exempt from the yard requirements as specified in Section 5.30, (except where such yard abuts a lot, but not a public way, outside the Overlay District) if the following conditions are met: 1. The building existed as of December 15, 1985 or a building permit had been issued by that date, or 2. For any new building in any Business, Office or Residence C-3 base-zoning district, for which a building permit is issued after December 15, 1985, the Planning Board issues a Special Permit exempting the building from yard requirements provided: a. The design of the new structure shall be in conformance with the objectives and criteria contained in Harvard Square Development Guidelines. b. No National Register or contributing building is demolished or so altered as to terminate or preclude its designation as a National Register or contributing building; and c. No National Register or contributing building previously existed on the site in the preceding five (5) years and which has been so aitered as to terminate or preclude its designation or demolished prior to the application. 20.54.6 Maximum Ratio of Floor Area to Lot Area (FAR) in the Harvard Square Historic Overlay District. Notwithstanding the FAR limits set forth in Article 5.000 or elsewhere in this Ordinance, the maximum FAR applicable in the Harvard Square Historic Overlay District shall be as follows: Business B district: 4.0 for all uses except dwellings, 3.0 for dwellings; Office 3 district: 3.0 for all uses; Office 2 district: 2.0 for all uses; Residence C-3 district: 3.0 for all uses; Residence C-2B district: 1.75 for all uses; Residence C-1 district: 0.75 for all uses; Business A district: 1.0 for all uses except dwellings, 1.75 for dwellings. 20.55 Sign Regulations in the Harvard Square Historic Overlay District 20.55.1 All provisions of Article 7,000 shall apply in the Harvard Square Historic District, except as modified below. It is the intent of these modifications to allow greater flexibility in the size, location and illumination of signs in order to encourage more thoughtful design of individual signs, to encourage greater respect for the building and visual context within which new signs are erected, and thereby add interest and character to the shopping environment in Harvard Square. 1. In Section 7.16.22 - Signs in all Business, Office and Industrial Districts, Paragraphs A, B, and C shall not apply in office and business base districts. However, no sign on the outside of a building may extend higher than 20 feet above grade. 2. In Section 7.16.3 - Application of the Sign Frontage Formula shall not apply. Received by Planning Board: December 14, 2017

Kroon, et al., Harvard Square Zoning Petition Inline Amendments Shown: Creations and Additions Underlined, Deletions in Strikeout 3. In the Residence C-2B base district the provisions of Section 7.16.22 shall apply to permitted or legally established nonconforming office and retail uses. 20.56 Formula Business regulations A Formula Business as defined in this Ordinance may be established in the Harvard Square Overlay District, or move to new premises, only after the issuance of a special permit from the Planning Board. In reviewing an application, the Planning Board shall consider whether: a. The proposed storefront design (including the exterior signage) maintains and/or enhances the historical character of existing buildings and storefronts in the proposed location. b. The proposed storefront design is sufficiently adapted from the formula design so as to make the Harvard Square location unique. 20.57 Small Store requlations Io promote the policy goal of preserving and enhancing the retail ecosystem. any development, or re-development project that displaces substantially all of its tenants for the purpose of re-development, and that has a total area of more than square feet shall be required to designate half (50%) of its frontage as complete (excluding building entrances) as Small Store space, defined as less than 1,250 rentable square feet at grade, excluding spaces below grade or on upper floors that may be included in the leasehold. Notwithstanding the foregoing, if a tenant in a Small Store space wants to expand into an adjacent Small Store space. they may do so provided the total amount of designated Small Store frontage remains above the 50% requirement following such expansion. 20.58 Frontage Limitations. To promote the policy goal of preserving and enhancing the retail ecosystem by enhancing the pedestrian window shopping experience, no bank, trust company, real estate or other agency, or administrative office may occupy a pedestrian-level frontage of more than twenty-five (25) feet. A special permit may be granted to relax this maximum frontage limitation but only if (a) the building architecture prevents strict adherence to the twenty-five foot limit and (b) the landlord or tenant in question will make a permanent and commensurate contribution to street and community vitality, such as free rotating community window displays or dedicated community meeting room without any conditions such as the requirement of having an account at that bank. 20.59 FAR exemption for Below-Grade Spaces. To promote the policy goal of encouraging density of retail and service businesses serving the public, GA that is entirely below-grade shall be exempt from the FAR calculation provided that either (a) it will serve as retail support Received by Pianning Board: December 14, 2017

Kroon, et al., Harvard Square Zoning Petition Inline Amendments Shown: Creations and Additions Underlined, Deletions in Strikeout (e.4. kitchen or storage spaces) to active street-level uses, or (b) it will accommodate a retail or public service use that is customarily open to the public, including such as a Cambridge history center, a tourist information center, or public toilets. Received by Planning Board: December 14, 2017 … •

ATTACHMENTD CITY OF CAMBRIDGE, MASSACHUSETTS PLANNING BOARD CITY HALL ANNEX, 344 BROADWAY, CAMBRIDGE, MA 02139 Date: January 17, 2018 Subject: Kroon, et al., Harvard Square Zoning Petition Recommendation: The Planning Board recommends ADOPTION OF PARTS of the petition, and recommends that some parts be studied further. To the Honorable, the City Council, The Planning Board held a public hearing of this petition on November 14, 2017. After hearing a presentation from the petitioners and public comment, reviewing written materials provided by Community Development Department staff, and having some general discussion, the Board continued the hearing to January 2, 2018 in order to consider the issues in more detail and to allow additional opportunity for public comment. At that meeting, the Board voted to make the following recommendation. The Board wholeheartedly endorses the goals expressed by the petitioners. It is important to help ensure the retail vibrancy of Harvard Square, especially given the changing nature of retail both in Cambridge and elsewhere. At a high level, the Board supports taking measures to support local businesses and to promote a healthy retail ecosystem. The challenge is to determine what set of zoning tools will truly advance that goal, and the petitioners have put forward an attractive and well thought out set of options. With regard to the eight specific changes proposed in the petition (referring to the revised petition text provided at the January 2 hearing), the Board recommends the following actions: • Review Criteria (additions to Section 20.53.2): The Board recommends ADOPTION. • Harvard Square Advisory Committee (amendments to Section 20.54.1): The Board recommends ADOPTION, with the change that the committee should consist of thirteen (13) members by increasing the number of retail business representatives but not decreasing the number of commercial property owner representatives. • Required Residential Use Above 60 Feet (amendments to Section 20,54.2): The Board recommends further study. The current allowance, by special permit, of heights above 60 feet is intended to allow flexibility to promote historic preservation and open space. Employing it as a residential incentive could complicate these objectives. Also, because the allowed density is lower for residential use than for commercial use (unlike in other Page 1 of 2

City of Cambridge, MA • Planning Board Recommendation Kroon, et al., Harvard Square Zoning Petition parts of the city, the additional height might not provide an adequate incentive, but could create uncertainty around the city's desired development outcomes. • Use of Parking Contributions (amendments to Section 20.54.4): The Board recommends ADOPTION, with the small change that "transit solutions" be amended to "transportation solutions," to allow use of funds more broadly for pedestrian/bicycle improvements as well as other transportation-related measures such as mitigation of construction impacts on local businesses. • Formula Business Regulations (new Section 20.56): The Board recommends ADOPTION; however, the Board agrees with concerns raised regarding the overlapping jurisdiction for sign review that could be created between the Planning Board and the Historical Commission, which can currently approve signs that deviate from some of the normal signage requirements in Article 7.000 of the Zoning Ordinance. • Small Store Regulations (new Section 20.57): The Board agrees with the objectives but recommends further review of the detailed mechanics, given the uncertainty of how such a requirement might play out in a variety of situations. At the least, allowing modification by special permit may provide a "relief valve" to address situations where strict application of the requirement is infeasible or results in an undesirable outcome. • Limitations on Bank and Other Office Frontage (new Section 20.58): The Board recommends ADOPTION, with possible further review of the appropriate limitation on frontage length. It is helpful in this case that there is a special permit provision to provide relief where it may be needed. • Below-Grade GFA Exemption (new Section 20.59): The Board recommends ADOPTION, as this is a logical extension of current provisions in the Zoning Ordinance. While the Board finds the recommended zoning changes to be favorable, there is a general concern that they may not be as effective in achieving the stated goals as some community nembers might hope. These measures should continue to be evaluated in the future, along witt other zoning and non-zoning policy options, such as those outlined in the city's Retail Strategy completed last year. Respectfully submitted for the Planning Board, Catherine Preston Connolly, Vice Chair. January 17, 2018 Page 2 of 2

AtTACHMEnT E First, I would like to thank the City Council for allowing me to submit this testimony today. My name is John Schall, and I'm a prototypical "Small Business Person". I've had a wildly successful small business that over time, ran its course and became a less successful small business. I've had to make the difficult decision to acknowledge that one business was "over" and move on to what I believed to be the "next" hopefully successful business. Over the 20+ year history I've been in the "small business" world, I've learned a fair amount about what makes businesses successful and what doesn't, and the proposals contained in the Kroon Petition have nothing to do with helping to create successful, interesting and dynamic businesses in Harvard Square. What I believe it's overwhelming purpose is, is to assist businesses that encourage fewer people to come to Harvard Square, not more. With respect to the Membership suggestions in this Petition, adding additional members from "abutting Cambridge residential neighborhoods" to have a formal voice in determining who and who isn't allowed to open businesses in Harvard Square is a mistake and an abdication of responsibilities that are more appropriately placed in elected representatives and boards and commissions whose job is to look at all of the competing interests in business location and siting decisions. As an example, in 2010, when the courtyard to the 50 Church St building was covered to create the space that is now occupied by The Sinclair, my business, Fire+Ice, lost its courtyard, but gained a new inside space that I wanted to turn into a multi-function room that would include dancing. I needed to go before the Cambridge Licensing Commission to obtain an entertainment license that would allow for dancing in this space and to expand my liquor license capacity to account for the new square footage. The "neighborhood" organization at the time and the precursor to Our Harvard Square, the Harvard Square Defense Fund, opposed both the use of this space for dancing and the expansion of my liquor license. Even though this was an activity that didn't have an outlet in Harvard Square and wouldn't affect the neighborhood in any way, except possibly bringing more people into Harvard Square, it was still opposed by the HSDF. Likewise, when the Sinclair live music venue, one of the great new businesses to open in the Square in years, came before the Commission, they were also opposed by the HSDF, once again because they were going to bring more people into Harvard Square to listen to live music. Now it may well be that neighborhood residents, looking out for their own, narrowly defined self-interest would prefer not to have more people come into Harvard Square. But weighing the benefits for all of the City's residents, the other business owners in the Square, the affected businesses and the local neighborhood, is a job for the City's elected representatives and their boards and commissions. It should not be left to neighborhood representatives acting within a narrowly defined focus. The purported defense of "Small" and "Local" businesses in this petition is, I believe, a ruse for supporting businesses that bring fewer people into the Square. What is the advantage of supporting "small" businesses or "local" businesses? What if the "Small" businesses are ineffective because of their size? What if the "Local" businesses are poorly run? What if they pay lower wages? What if they have bad environmental

practices? What the City should be supporting are businesses that bring energy, vitality, dynamism and good business practices into Harvard Square - regardless of who owns them. Having neighborhood residents through this petition, pick winners and losers, is the epitome of hubris. What gives them the ability to know whether a particular business will be successful, will bring more people into the Square, will make the Square a better retail environment. Just as an aside, there is no such thing as a "Retail Ecosystem". Ecosystems are intricately connected environments where small changes in one component can cause massive changes in the whole. Businesses do • Businesses have come and gone in Harvard Square for not make up an "ecosystem" 400 years and the Square is still here, as alive and vibrant and strong as ever. That, of course, might have something to do with a University called Harvard. As long as a customer base exists, new businesses will come into the places where old businesses left and what will determine their success is overwhelmingly, whether they are a well thought out and efficient business model with an appropriate customer base, not a nonexistent retail ecosystem. The term may sound sexy, but it is a very inaccurate euphemism for a very real competitive dynamic. By all measures, I own a "Small" and "Local" business, El Jefe's Taqueria at 83 Mt. Auburn St and recently, the Zoning Board and Licensing Commission approved a "Formula" business, Zambrard's (1 believe it will be the 260th unit to open in their chain) that does exactly the same thing I do to open 200 ft down Mt Auburn St from my location. It would have been my preference for Zambraro's to not be located in that particular spot. But I already compete with 3 other "Formula" businesses that do the same thing I do in Harvard Square, and I believe, to date I have competed with them sufficiently, so that my business is successful and growing more so over time. I now have to take on a 4th. To be clear, I believe Zambraro's is making a bad business decision to locate 200 ft down Mt Auburn St from El Jefe's. However, I would not want the local neighborhood to make the decision whether they should locate there or not. The petition wants to regulate the facade of "Formula" businesses so that their Harvard Square store is unique to Harvard Square. What if their "Formula" facade is a great facade? What if it fits perfectly with the historical character of the building in which they're located. Cambridge already has an Historical Commission whose job it is to make sure this kind of architectural compatibility takes place. It does not need to be replicated by this petition. There are serious problems facing brick and mortar retail businesses, not just in Harvard Square but everywhere. However, limiting a bank or real estate office to a 25 ft store front instead of a 30 ft store front will do nothing to address those problems and trivializes the issues facing the real businesses in Harvard Square working so hard to survive. Finally, what should the City be doing to encourage a wide range of successful businesses in Harvard Square, offering customers a broad swath of entertainment, dining and shopping opportunities. Make the Square more beautiful, make the Square more safe, make the Square more accommodating and helpful to visitors, make the

Square still work when construction is taking place, make the Square be a place where dynamic and interesting and successful businesses want to locate - do not put barriers in the way of those businesses. Thank you. John Schall Owner, El defe's Taqueria

AITACHMENT F Good Evening I am Sam Stiebel with Regency Centers, the owner of the Abbot Buildings in Harvard Square As building owners with a vested interest in the long-term success of the area, we support a vital and vibrant Harvard Square with a diverse mix of uses. A vibrant square draws shoppers and businesses alike, whigh is good for everyone. Unfortunately, we are seriously concerned that the fdan Zoning Petition will have significant unintended consequences that run counter to the petition's goal of "preserving and enhancing the retail ecosystem" While we understand many of the goals stated in this document, and can support some of the clauses such as changes to the Harvard Square Advisory Committee, we are very concerned that the proposed petition in whole will have the opposite of the intended effect. Retail is a constantly evolving environment that requires adaptation to constantly changing consumer demands. The proposed zoning requirements are simply too inflexible to allow Harvard Square retail to adapt and survive. Deeper analysis by Cambridge's own CDD staff shows that the zoning petition's "common sense" ideas for preserving Harvard Square could make it harder for many businesses to locate in the square and will likely lead to more vacant storefronts for longer periods of time. The petition's blunt tools are at the heart of the problem. While goals like saving small retailers are a very important, the petition's tools cause more harm than good, a few specific examples: 1. The Formula Business language sweeps up even successful homegrown business that have grown to "too many" locations and punishes them with the requirement for a special permit. It Fould also keep out the next Urban outfiter pra new Trader Joes, is that the goal? The special permit process in Cambridge can take 8+ months before a store is approved or denied. Most retailers simply do not have the time or money for that risky process and storefronts will sit empty.

Larger businesses serve as anchors, generating more foot traffic and shoppers for all businesses, as well as serving as an economic insulator. Keeping out the anchors that help bring people to the square in favor of empty storefronts doesn't seem like a desired outcome. 2. Size requirements: 1,250 square feet, a size proposed by the petition, is smaller than many beloved local businesses such as Felipes and Curious George. How was this number determined? If it left as-is, many spaces will be too small for national or local tenants. Why create spaces that are too small even for local businesses? How about 2,500 square feet? Where did this number come from? Vacant storefronts do not create "streetscape vitality" and are bad for the entire community; including building owners, remaining business, residents, and pedestrians, not to mention the overal tax aase. 70% of businesses in Harvard Square today are independent. If we want to preserve that, let's find proactive ways to support them and help them thrive, let's look at ways to improve the parking fund for instance, not ways to restrict the square and hurt the very vitality that keeps it successful today. In closing, Harvard Square is too important to get this wrong. Let's have a thoughtful discussion and process to ensure we get this right before rushing ahead. If the perceived requirement for urgency is due to our development or other recent building purchases, that's a shame. Through the public planning process we have already greatly improved our building (for instance maintaining the basement, improving the roof design, and preserving more of the building) and determined ways to include a range of retail spaces including keeping Curious George. Cambridge's planning process, as it exists, is working. We want to be good neighbors and have shown, through real changes to our plan, we want to do the right thing for the square. As written, this rushed zoning petition however, will make it harder to keep the square vibrant, something that would truly be a shame for Cambridge. Thank you

ATTACHMENT G Good Evening Councillors...My names is Denise Jillson, 1 am the executive director of the Harvard Square Business Association and wish to speak against the Kroon Petition. As of this afternoon, based on our survey of 343 businesses in the Harvard Square Overlay District, 72% of our businesses are locally owned independent and our vacancy rate is less than 5%. We welcome between 8 and 10 million visitors a year.…..as determined from such credible sources, as the Greater Boston Convention and Visitors Bureau, The Boston Globe, the MBTA, and the Cambridge office for Tourism. Despite the number of visitors, our retailers are challenged by long-standing competitive districts like Newbury Street and Faneuil Hall...and more recently by the Rose Kennedy Greenway, Assembly Row... and soon to be developed districts like the Wynn Casino Development in Everett and the Watertown Arsenal project which is a $400,000 million dollar mixed use development less than 3 miles away, It will include a hotel, 350,000 square feet of retail and entertainment space, 500 apartments, and 100,000 square feet of office space. This project will open in the Spring of 2019....add to this mix, the increasing preference of consumers to purchase online. While the Square remains a global destination, the aforementioned districts represent unprecedented economic pressures that we must acknowledge and not pretend that somehow because we are Harvard Square...our businesses can withstand these developments that give consumers more options. There are many things we can do to ensure the Square's success...the Square needs to be fun, exciting, sitable, Instagrammable, safe, clean and vibrant. The HSBA organizes between 70 and 80 events each year that are all free, family- friendly and happen in the public space. We do this to encourage foot traffic... which is at the top of our priority list. The types of stores, who owns them, how much frontage they have, what their merchandising policies are and whether they are 800 square feet or 1500 square feet is far less important than good quality, good service and good value. To be sure, they must be places where

people want to shop...because the consumer (you, me and our neighbors, near and far) will ultimately decide. Given that this petition does nothing to increase foot traffic and that it hinders sustainable leasing opportunities, diminishes flexibility, restricts growth and hyper-regulates marketing efforts, we strongly object to it. Rather than pass this petition, please enact the items that were unanimously approved by City Council back in October and included: • Lower the transportation speed limit within the Harvard Square Overlay District to 15 miles per hour for all vehicles, including bicycles • Work with the HSBA to create a comprehensive plan to install more bicycle lanes throughout the entire HSQ Overlay district • Assign (3) walking officers to Harvard Square at all times during the day, and request that the officers help with traffic at the Super Cross Walk • Designate specific drop off and pick up locations for Uber, Lyft and other TNC's (Transportation Network Companies) • Allow for propane heating units in outside patios to encourage three season outdoor seating in Harvard Square • Utilize the limited, but unique, outside spaces to create more plazas for public enjoyment • Provide more tables, chairs and umbrellas on our plazas • Provide for more trash receptacles, and replace all in those in poor condition • Provide information to this Council and identify additional services that can be taken to ensure that our homeless population is safer, warmer, and even better taken care just ahead of the winter season • Establish a plan for managing Tour Buses coming into the Square, including drop-off and pick up locations and parking, and continue to work closely with the MBTA and other stakeholders to improve transit service connections and improve on-time performance of transit vehicles serving the Square.

ATTACHMENT H Tim Shaw 147 Mount Auburn Street Cambridge MA 02138 Re: Ordinance Committee, 1/24/18, Kroon Petition, Harvard Square Zoning My name is Tim Shaw. I live at 147 Mount Auburn Street. I support the Kroon Petition to revise Harvard Square zoning. I live three blocks from Harvard Square. I have lived in Cambridge for over forty years and l am a Cambridge homeowner, taxpayer, and voter. I think of Harvard Square as my neighborhood and have since we first moved to Cambridge, in 1974. I have seen a lot of changes in Harvard Square in that time, but none greater, or potentially more destructive, than those which face the Square now. I support the Kroon petition because it addresses many of the issues which confront the Square - proliferation of chain stores, over-representation of bank branches, and "dead zones" in the streetscape, among others, and it addresses them in a constructive and practical way. In addition, it proposes several important and carefully thought-out changes to the structure of the Harvard Square Advisory Committee which will make that body much better able to represent the interests of the citizens of Cambridge. This is a good petition, and a lot of careful thought and neighborhood input went into it. It is in the best interests of the entire Harvard Square community and has broad support. Everyone realizes that massive changes will occur in Harvard Square over the next few years. Change is inevitable, and no one believes the Square, or anywhere else, will, or should, stand still. However, unrestricted or poorly regulated change will deal a severe blow to the very qualities that make the Square so desirable. This petition, in a careful and thoughtful way, will add several much- needed pieces to the regulatory structure which will guide the coming change. It is a good petition and i ask that you approve it.

ATTACHMENT I-/ THE COMMONWEALTH OF MASSACHUSETTS OFFICE OF THe Attorney GENERAL WESTERN MASSACHUSETIS DIVISION Rus: 1350 MAIN STREET SPRINGFIELD, MASSACHUSETTS 01103 TE: [phone removed] MARTIA COANLEY FAx: [phone removed] AtTORNEY GENFRAL www.mass.gov/ago April 23, 2010 Julie S. Smith, Town Clerk 549 Main Street Chatham, MA 02633 RE: Chatham Special Town Meeting of September 30, 2009 - Case #5350 Warrant Article # 3 (Zoning) Dear Ms. Smith: Article 3 - We return with the approval of this Office, except as indicated below, [see pp. # 4 and 5 for Disapprovals #1 and #2 of #2] the amendments to the Town's zoning by-law adopted under this Article on the warrant for the Chatham Special Town Meeting that convened on September 30, 2009. On January 25, 2010, the Attorney General and Town Counsel elected to proceed under Chapter 299 of the Acts of 2000 (which amends G.L. c. 40, § 32) by agreeing to exlend the 90-day period for the Attorney General's review of Article 3 for an additional 90-day period. Thorofore, our review period expiros on April 25, 2010. Our comments on these amendments to the Town's zoning by-law are detailed below. Attorney General's Standard of Review and General Zoning Principles. We acknowledge the letters and materials sent to our Office, both in favor of and opposing the amendments adopted under Article 3. These letters and materials have aided our review. Pursuant to G.L. c. 40, § 32, the Attorney General has a limited powcr of disapproval with every "prosumption made in favor of the validity of municipal by-laws." Amhorst y. Attorney General, 398 Mass. 793, 796 (1980). In order to disapprove any portion of a proposed by-law, the Attorney General must cite an inconsistency belween the by-law adopted by the Town and the Constitution or laws of the Commonwcalth. Amherst y. Attorney Goueral, 398 Mass. al 796. When revicwing zoning by-laws for consistency with the Constitution or laws of the Commonwealth, the Attorney General's standard of review is equivalent to that of a court. "It he proper focus of review of a zoning enactment is whether it violates State law or constitutional provisions, is arbitrary or unreasonable, or is substantially unrelated to the public health, safety or goncral welfare." Durand v. IDC Bellingham, LL.C. 440 Mass. 45, 57 (2003).

Because the adoption of a zoning by-law by the voters at Town Meeting is both the exercise of the Town's police power and a legislative act, the vote carries a "strong presumption of validity." Id. at 51. "If the reasonableness of a zoning bylaw is even fairly debatable, the judgment of the local legislative body responsible for the enactment must be sustained."" Durand v. IDC Bellinghanı, LLC, 440 Mass. 45, 51 (2003) (quoting Crall v. City of Leominster, 362 Mass. 95, 101 (1972)). A zoning by-law must be approved unless "the zoning regulation is arbitrary and unreasonable, or substantially unrelated to the public health, safety, morals, or general welfare." Johnson v. Town of Edgartown, 425 Mass. 117, 121 (1997). A municipality's broad zoning power includes the authority to preserve neighborhood aesthetics. "[Alesthetics alone may justify the exercise of the polico power ...." John Donnelly & Sons, Inc. V. Outdoor Advertising Board, 369 Mass. 206, 218 (1975). The Supreme Judicial Court has opined that the preservation of neighborhood aesthetics is a constitutional exercise of the zoning power. See, e.g., Opinion of the Justices, 333 Mass. 773 (1955) (approving creation of Nantuckct historic district); Opinion of the Justices, 333 Mass. 783 (1955) (approving creation of Beacon Hill historic district). See also Jolnson, 425 Mass, at 124 (1997) (zoning regulations may be "bolstered by the need to protect the amenities and character of a rural resort, such as the Vineyard, in order to assist its economic stability, including its sheilfish industry and tourism."). Where a legislative body has concluded that a zoning measure is appropriate to preserve the aesthctic character of the community, "a court can hardly take the view that such legislative determination is so arbitrary or unreasonable that it cannot bo comprehended within the public ivelfarc." Opinion of the Tustices, 333 Mass. 783, 787 (1955). We are awaro of the concer that the proposed by-law violates the "uniformity principle" reflected in G.L. c. 40A, § 4, since it regulates business uscs diflerently depending upon whether they qualify as formula business establishments. General Laws Chapter 40A, Section 4, requires, "Any zoning ordinance or by-law which divides citics and towns into districts shall be uniform within the district for cach class or kind of structures or uses permitted." "The uniformity requirement is based upon principles of cqual treatment...." SCIT. Inc. v. Planning Board of Braintree, 19 Mass. App. Ct. 101, 1.07 (1984). In evaluating whether different treatment violates the uniformity principle, "Ep]rimary attention is... focused on the reasonableness of such classification." Williams, American Land Planning Law § 32:1 (Rev. ed. 2003). "[A] classification as the means for attaining a permissible end is not to be declared invalid if any state of facts reasonably can be conceived that would sustain it." Caires V. Building Comm't of Hingham, 323 Mass. 589, 596-97 (1949) (quoting Rast v. Van Deman & Lewis Co.. 240 U.S. 342, 357 (1916)). Given thal aesthetics is a proper object of zoning, zoning regulations may legitimately distinguish among uses that have different impacts on neighborhood aesthetics without offending the uniformity principle embodied in G.L. c. 40A, Il. Summary of Article 3 and General Comments. The amendments adopted under Article 3 make various amendments to the Town's zoning by-laws to create a new layer of regulation for those commercial establishments that quality under the definition of "formula business establishment." The stated purpose of the amendments is "to help protect Chatham from the intrusions of chain stores and franchises - 2 -

('Foruula Business Establishinents") and the potential negative impact they would have on the Town's special character, local business-based economy, economic vitality, and historical relevance and experience." The amendments make five separate amendments to the Town's zoning bylaw as detailed below. First, the amendments add a new subsection 5 to Section VIl of the Town's zoning by-laws, Spccial Regulations, Subsection A, General Standards. This now subsection 5 requires Formula business establishments lo obtain both a special permit and site plan approval. Second, the amendments add a definition for "formula business establishmen!" in the zoning by-laws by adding a new subsection 44, "Formula Business Establishment" to Section II, Definitions. Third, lhe amendments add a new criterion to the review of special permit applications by adding a new subsection j to "Section VIII.C, Special Permit Procedures, Subscetion 4, Criteria." Fourth, the amcnaments add a new criterion to be considered in review of nonconforming lots by adding a new subsection 11 1o "Section V. Nonconforming Lots, Buildings and Uses, Subsection B. Enlargenent, Extension or Changc." Finally, the amendinents add a new use category "Formula Business Establishment" to Appendix I, Schedule of Use Regulations. These amendments to the Schedule of Use Regulations indicale that formula business establishments will be allowed by special permit in the "SB" (Small Business), "GB" (General Business), and "f" (Industrial) districts. As an initial matter, we construe the proposed definition of "formula business establishment" lo mean that a business would so qualify based upon a specified number of enumerated physical characteristics, rather than on the ownership of the business. The Town's zoning power may not be used to regulate ownership without regard to differences in its use. See CHR General. Inc. v. City of Newton, 387 Mass. 351 (1982) (invalidating zoning ordinance that restricted conversion of apartment units to condominiums, where ownership bad no bearing on use of land). Cf. Goldman v. Town of Dennis, 375 Mass. 197 (1978) (upholding zoning regulation prohibiting conversion of sununer cottages to single family use, where ownership change would exacerbato nonconforning use). The Town must apply the amendments consistent with this interpretation, and our approval of the amendments is limited to this interpretation. We recommend the Town consult with Town Counsel regarding the proper application of the amendments in this regard. We note that, unlike similar by-laws which this Office has previously approved,? Chatham's proposed amendments apply to a business that meets at least two of the cleven enumerated items in the definition of formula business establishment. In comparison, the Nantucket by-law applies to businesses that matched three out of four criteria, and the Dennis by-law requires businesses to match three out of six criteria. While we nole the concerns of some that the Chatham amendments may classify many businesses as "Fonnula Business ' Letter dated September 8, 2009, from Gloria Freeman and Norman Pacun to William G. Hinchey, Town Manager. = Chatham's proposed by-law is similar to the following by-laws previously reviewed by this Office: the Town of Nantucket (approved by this Office in a letter dated October 27. 2006); and the Town of Dennis (approved by this Office in a letter dated March 24, 2008). - 3-

Establishments," thus requiring additional review for special permits and site plans, it is beyond the scope of our rovicw to "comment on the wisdom of the town's by-law." Town of Amherst v. Attorney General, 398 Vlass. 793, 798 (1986). Instead, "we accord municipalities deference as to their legislative choices." W. R. Grace & Co.-Conn. v. Cabridge City Council, 56 Mass. App. Ct. 559, 566 (2002). In addition, we caution the Town that the proposed amendments may be subject to a constitutional challenge under the theory that the amendments impermissibly burden interstate commerce. See Island Silver & Spice, Inc. v. Islamorada, 542 F.3d 844 (11th Cir. 2008) (striking down ordinance that effectively excluded national chain stores as violating dormant commerce clause, since no legitimate local purpose was shown). However, the Attorney General's review of the proposed amendments does not and cannot include the kind of factual inquiry a court might make in the course of resolving such challenges. We therefore express no view on how a court might resolve such a challenge baso on a full factual record. III. Definition of "Formula Business Establishment." The amendments adopted under Article 3 definc "Formula Business Establishment" as follows (with emphasis added): 'Formula Business Establishment' means a business which does or is required by contractual or other arrangement or as a franchise to maintain two (2) or more of the following items: standardized (Formula) array ofservices and/or merchandise including menu, trademark, logo, service mark, symbol, décor, architecture, façade, layout, uniforms, color scheme, or similar standardized features and which are utilized by ten (10) or more other businesses worldwide regurdless of ownership or location. We disapprove and delete the above underlined text ("or similar standardized features") bocause it is not definite enough to provide prospective business owners and enforcing agents with adequate notice of whether a business is subject to regulation as a "formula business establishment." In addition to failing to provide business owners with adequate notice of whether they qualify as formula business establishments, the vagueness inhcrent in the phrase "or similar standardized features." coming as it does after a list of features that could encompass virtually any feature of a business's use of a property, provides insufficient guidance for the Town's permit granting authorities to determine what would qualify as "similar standardized fcatures." See Board of Appeals of Hanover v. Housing Appeals Comm., 363 Mass. 339, 363-364 ("Such vagueness would permit 'untrammeled [administrative] discretion' and arbitrary and capricious decisions..."). "A. 'statute which either forbids or requires the doing of an act in terns so vague that men of common intelligence must necessarily guess at its meaning and differ as to its application, violates the first essential of due process of law."" Commonwealth v. Carpenter, 325 Mass. 519, 521 (1950) (quoting Connally v. Gen. Constr: Co., 269 U.S. 385, 391 (1926)). This principle applies equally to municipal by-laws and regulations. See Druzik v. Board of Health of Haverhill, 324 Mass. 129, 134 (1949). Because the text "or similar standardized features" is inadequatcly defined in the by-law, and provides virtually unfettered discretion to the permit-granting authorities to define what qualifies under this text, this text is disapproved and deleted. [Disapproval #1 of #2] -4-

While we approve the remaining text in the definition of "Formula Business Establishment," we note that several of the "items" which serve to qualify a business as a Formula Business Establishment do not appear to be reasonably related to the by-law's stated zoning purpose of preserving neighborhood asthetics. For example, because a business' menu and unifonus only impact the business' interior space and not its exterior façado, some may contend that such items should not be used to qualify a business as a Formula Business Establishment when the stated zoning purpose of the by-law is to preserve neighborhood aesthetics. However, based upon the Attorney General's limited standard of review, and because revicw of a legislative enactment ordinarily goes beyond consideration of its stated purpose to consider whether it has any conceivable rational basis, we cannot concludo as a matter of law that such qualifying itoms as "menu" and "uniforms" are so arbitrary, unreasonable, or substantially unrclatod to the public health, safety or general welfare as to merit disapproval by this Office. IV. Special Permit Criteria. The amendments adopted under Article 3 provide the following new criteria to section VIII. C, Special Permit Procedures (with emphasis added): j. Impact on the neighborhood and Town visual character and of surrounding businesses of any formula business establishment. We disapprove and dolcte the above-underlined text ("and of surrounding businesses") because, while the Town may consider an intended use's visual impact on the aesthetic qualities of the neighborhood, it is not a proper object of zoning to consider the impact on surrounding businesses. See Circle Lounge & Grille v. Board of Appeals of Boston, 324 Mass. 427, 429-30 (1949) ('It was no part of the purpose of zoning regulations to protect business from competition."). [Disapproval #2 of #2] The amendments adopted under Article 3 add the following criteria to Section V.Nonconforning Lots, Buildings and Uses, Subsection B. Enlargement, Extension or Change (with emphasis added): 11. Visual impact on the neighborhood and neighboring uses of any formula business establishment. Because this crileria is limited to consideration of the "visual impact" of the formula business establishment wo approve this text. However, we caution the Town that this criterion cannol be applied so as to protect "neighboring uses" from business competition. See Circle Lounge & Grille, 324 Mass. at 429-30. We recommend the Town consult with Town Counsel regarding the proper application of this text. Note: Pursuant to G.L. c. 40, § 32, neither general nor zoning by-laws take effect unless the town ins first satisfied the posting/publishing requirements of that statute. Once this statutory duty is fulfilled, (1) general by-laws and amendments take effect on the date that these posting and publishing requirements are satisfied unless a later effective date is prescribed in the by-law, and (2) zoning by-laws and amendments are deemed to have taken effect - 5-

from the date they were voted by Town Meeting, unless a later effective date is prescribed in the by-law. If the Attorney General has disapproved and deleted one or more portions of any by-law or ›y-law amendment submitted for approval, only those portions approved are to be posted and published pursuant to G.L. c. 40, § 32. We ask that you forward to us a copy of the final text of the by-law or by-law amendments reflecting any such deletion. It will be sufficient to send us a copy of the text posted and published by the Town Clerk pursuant to this statute. Nothing in the Attorney General's spproval authorizes an exemption from any applicable state law or regulation governing the subject of the by-law submitted for approval. Very truly yours, MARTHA COAKLEY ATTORNEY GENERAL Margaret J. Hurley by: Margaret J. Hurley, Assistant Attorney General Chief, Central Massachusetts Division Director, Municipal Law Unit One Exchange Place Worcester, MA 01608 [phone removed] x 4402 enc. cc: Town Counsel (via email) - 6-

ATTAChmENT I-2 1l bus, messes Kramer lattor signed by November 16, 2017 Honorable Cambridge City Mayor, Cambridge City Councilors, Board: Cambridge City Manager, and members of the Cambridge Planning Please accept this letter of support for the petition for revision of the city zoning ordinance submitted on September 28, 2017 by Peter Kroon. Most, if not all, of our city council members as well as the city manager himself have been actively involved with a very passionate citizenry regarding the fate of the commercial buildings and the retail and office businesses housed within them in Harvard Square. Unprecedented national and international interest by developers has raised the stakes beyond anything previously thought possible regarding the values for those properties. Consequently, we are already seeing huge increases in the rents being charged for the retail spaces in Harvard Square. The only effective action that we as city caretakers and leaders can take ordinance. to limit the impact of these building prices is by revisions to our zoning Harvard Square is an internationally known magnet for globally recognized retailers seeking to promote their brands by leasing space • and displaying their logos on our treasured historically protected buildings. Just to name a few, Adidas, Abercrombie and Fitch, Pacific 1 Sun, Pinkberry and now Liquiteria (and new Starbucks brand) have come and gone, no longer able to justify the outlandish costs. In the meantime highly valued local operators have been denied access or forced out due to this disproportionate and unrealistic competition for the space. With the coming Regency development of the Abbott building and the former Corcoran's building as well as the coming sale of 1 - 8 and 17-49 Brattle Street, this will get much worse and most of what we love about Harvard Square could be destroyed forever. di We are not opposed to development, but we are strongly in favor of controlled development that will restrict occupancies by formula businesses (as already described in our zoning ordinance) and more financial institutions. While formula businesses should be allowed, they

should be required to adapt theit appearances to integrate with and strengthen the historical character of the Harvard Square Conservation District. Moreover, we should be encouraging developers to court locally owned independent entrepreneurs with proven concepts like Cardullo's and Bob Slate and Curious George and innovative and creative ideas like Crema Cate and Black Ink. The Kroon petition is aimed at this by rewarding developers for building smaller spaces and waiving fast food permit requirements for local owners. Additionally we support the Kroon Petition's recommendations regarding the makeup of the Harvard Square Advisory Committee. We very much appreciate your efforts to manage and improve the city's retailing crisis through the recently completed Retail Strategy Study and the recent council committee meetings gathering community input. A big step in a positive direction will be to enact the Kroon Petition. Respectfully, [email removed] Frank S. Kramer. 7 Avon Street, 02138 Signatures of support below by concerned citizens and business owners: NAME ADDRESS EMAIL BLACKINK, INC 5 BRATTLE ST SUSAN@ BLACKINK B SUSAN CORCERAN PRES BOSTON. com Billy Barten 124le Muss Are Est1960k veronaresoun Tom Brush-Felroßi Trans- Briant prince do CUM Lom Bruin Crema Cole: 27 Branslek CORNeR Ches Kotelly CRIMSENCOGNER Laura Donshee Bob slate Stationer 30 Brattle ura, donoure sloan,

ATTACHMENT I-B 1/24/18 Honotable Mayor and City Councilors I'm here to support the full petition but I want to focus my comments on two of the planks. First requirement that formula stores contorm theit appearance the recommendations for each of the sub districts so well described in the guidelines. And second the requirement that new buildings include smaller spaces better suited to smaller stores. I understand that a question was raised at city Council meeting on Monday as to the legality of zoning testrictions requiting formula stores to get a special permit. 'This issue was settled by the attorney general on August 23rd 2010 in favor of the restrictions in several communities within the state and I have attached the written decision to this letter. To quote from it, "A municipality's broad zoning power includes the authority to PRESERVE NEIGHBORHOOD AESTHETICS." I'm here to ask you this question once again here and now. Isn't that precisely what we're trying to do through the conservation district? If not why do we have one? I've been on the advisory committee for 16 years and repeatedly in case after case I have found the prevailing interpretation of the current guidelines insufficient to accomplish this. The people of Cambridge often bemoan the loss of locally owned businesses Certainly not all of those independent

stores now gone were terrific. Yes, some of them did deserve to go because of poor business practices. I'm simply asking the city leaders to take a stand in favor of helping them enter and to remain as part of what Cambridge and Harvard Square is. The petition seeks only to level the playing field a bit by providing spaces that work better for independents. Zoning's legal and clear intention is to regulate use and that's what is proposed in this petition. It does not prohibit formula stores. It simply requires them to credit Harvard Square with a brand identity of its own: unique, original, like no other. The permitting process would help to ensure that. The many stakeholders throughout the city who support this petition were delighted to see that the planning board whole heartedly recommends approval albeit with some tweaks. They did not do so lightly but only after much thought and discussion. Advocates as well as opponents sent letters and spoke before that decision now before you. So I implore you to give that recommendation the weight that it deserves coming from people whose job it is to plan for the city. Finally I have with me a letter of support for the Kroon petition signed by 12 store owners on Brattle Street and Mass Ave including Cardullo's, Black Ink, Crema, Leavitt and Pierce. Frank Kramer 1 Avon ft Cambridge moto2138

ATTACHMENT J Dear Counciliors, My name is Ruth Ryals, and I have lived at 115 Upland Rd. for 24 years. Prior to that I lived on Trowbridge St. near Kirkland for 5 years. I am President of PSNA, a founding member of the Mass Ave Improvement Committee, and The Committee for Art on The Avenue. I also serve on the Envision Cambridge Advisory Committee. I wish to address plank #2 in The Harvard Square Zoning Petition tonight. To many of us the little one-of-a-kind stores you find on Mass Ave from the Common to Porter Square, and those which have historically characterized Harvard Square, define Cambridge. More than that, the store owners are our neighbors, as are the employees. They provide us with many of the goods and unique experiences we cannot find in CVS, Target or the latest chain store to come and pay higher rents than our small local stores can afford. Our petition is not meant to stop progress and freeze the Square in the aspic of some prior time. Instead, it is a plea to save the soul of the Square and deliver to the students of our fine universities, to the residents of Cambridge, and the visitors to our fair city the experience they tell us over and over they want. Repeatedly the surveys show that customers crave a unique and personal shopping and dining experience. They want quirky things they cannot get in the places they have come from. They want things they identify with Cambridge and this part of the country. In our food, we are witnessing is a whole movement of farm to table. Know the farmer, know the field your lamb grazed in or where your grain was ground. The same sentiment goes for clothes, gifts, and experiences that cannot be found elsewhere. And for a kind of merchant or shopkeeper not to be found working for a corporation. Moreover, when we make the playing ground more equal for our small shops and restaurants, we help our city because they hire local, they buy local and those dollars stay local. We also need to make space in the Square for community meetings, artistic performances, musicians, and places for art to be made and shown. That social and artistic vitality is also an historic part of the Square and of New England. We need to preserve that kind of vitality as well. Thank you for your attention, Ruth A. Ryals 115 Upland Rd. Cambridge, MA 02140

ATTACNMENT K 1/24/17 Dear Ordinance Committee members, The Cambridge Residents Alliance supports the Kroon petition's goals for Harvard Square. The Cambridge Residents Alliance collaborated with others to write and push for passage of the Central Square Restoration Zoning earlier this year. That petition had similar goals, including strengthening small retail, ensuring that formula business appearance is appropriate, and giving priority for increased height in new construction to be residential rather than commercial. We support the Kroon petition's preference for residential uses within new development in Harvard Square, including restricting GFA above 60 feet in height to residential dwelling units (Section 20.54.2). We would be very happy if the increased preference for housing then resulted in some affordable housing in Harvard Square. more fit space resident, not As a priority for Harvard Square's revitalization, we need more full time residents, so we ask that "hotels" and "student residences" be specifically excluded in the residence section. We support controlled development that will restrict the appearance of formula businesses and frontage of financial institutions. We agree with the intention to prioritize small local retail spaces, particularly in the case of large redevelopment. The changes to the terms and rotation of the Harvard Sq. Advisory Committee membership are appropriate, and we support them as increasing community participation. We agree with Carol O'Hare's signage suggestions made at the Ordinance Committee hearing in November. We feel that a year long study is not needed, since overall the changes are similar to those in the Central Sq. petition, which received a lengthy discussion and review. We ask that the Ordinance Committee support the petition and send it to the Council. Sincerely, Lee Farris, 269 Norfolk St. 02139 VP, Cambridge Residents Alliance

ATTACHMENT L-1 [comments at Ordinance Committee Hearing January 24, 2017] Mr. Chair, Mr. Mayor, Ms. Vice Mayor, Councilors. I am Francis Donovan. I live at 42 Irving Street in Mid-Cambridge. My comments tonight deal primarily with timing. I doubt that anyone is happy with conditions today in Harvard Square. And with hundreds of millions of dollars in new projects already on the books and more coming with stunning frequency, we are in for an absolutely huge phase of development over the next five to ten years. The result will be a Harvard Square significantly better or worse than today, depending on how well we manage it. Much of what we have been hearing tonight - not surprisingly - is argument for the status quo; basically resistance to change. But change is upon us, and there is no stopping it. All we can do is influence that change in the most beneficial direction. And we have to do that now, or it will be too late. The Kroon Petition seeks to encourage an aggressive, united effort by property owners, business owners, residents, City officials, City planners, architectural historians and conservationists to give us the thriving and colorful Harvard Square we all want, to everyone's benefit. Cambridge has the talent to pull this off. Let's pass the key elements of this petition and get moving. - Francis Donovan

AtTACHmENT L-2 January 25, 2018 TO: The Honorable Cambridge City Council, sitting as the CAMBRIDGE ORDINANCE COMMITTEE KROON PETITION I am Francis Donovan. I live at 42 Irving Street, and have an office in Harvard Square, so I'm in and out of the Square every day. I came here first in 1955, and have witnessed over 60 years of changes, large and small. But I still love the place; it's quite special. Harvard Square is blessed with some of the most colorful history and some of the best intellectual talent in the entire United States. It is the second-largest tourist magnet in Massachusetts after Quincy Market. That should result in a thriving, colorful, profitable, and pleasant neighborhood for all concerned. But today it is sadly short in almost every one of those categories. And I doubt there is a single person who is happy with our overall current situation. We have ordinances, dedicated City committees who conduct hearing after hearing running late into the night, but we still end up with far less than Cambridge and its inhabitants want and deserve. The quirky shops that were Harvard Square's trademark are nearly extinct. The City famous for innovation in all manner of scientific research is almost devoid of local business startups. Wide tracts of prime frontage are completely vacant or occupied by one huge bank or store with blocked windows everywhere but their small entryways. This Harvard Square tourist mecca has almost no public restrooms, and the ones it does have are in deplorable condition. The huge array of banks - I think 11 at last count - close punctually at 430 or 5pm, leaving their entire expanse of real estate dark and dead until morning. And Harvard Square's colorful history is all but silent. What to do? And just as vital - when to do it? The guidelines set forth by Mir. Kroon are an excellent place to get started. And there will never be a better time. Two huge tracts of Harvard Square real estate have recently been purchased for an average of about $100 million each and the Brattle Building block containing the former Nini's newsstand has just sold for over $100 million. We are in for an absolutely huge phase of development over the next five to ten years, and the result will be a Harvard Square significantly better or worse than today, depending on how well we manage it. An aggressive, united effort by property owners, business owners, residents, City officials, City planners, architectural historians and conservationists can give us the Harvard Square we all want, to everyone's benefit. I enthusiastically urge the close, constructive review of Mr. Kroon's petition, and the adoption of all possible aspects that can help us get where we need to be. - Francis Donovan

AMACHMENT M Lopez, Donna From: Lucey, Thomas J <[email removed]> Sent: Wednesday, January 24, 2018 4:41 PM To: Carlone, Dennis; Kelley, Craig; Lopez, Donna Cc: latridis, Tanya; McGovern, Marc; Devereux, Jan; Mallon, Alanna; Siddiqui, Sumbul; Simmons, Denise; Toomey, Tim; Zondervan, Quinton; City Manager; Farooq, Iram; Paden, Liza; Sullivan, Charles M. Subject: Harvard Comment Letter re: Kroon Petition Attachments: Kroon Petiton L.tr Jan. 24 2018 pdf Good Evening Co-Chairs Carlone & Kelley and City Clerk Lopez, Attached please find a comment letter regarding the Kroon Petition for tonight's Ordinance Committee; unfortunately, I am unable to attend in person but I'm hoping this can be entered as part of the public comment for tonight's hearing. As this dialogue begins, please know that both Tanya latridis, Harvard's Senior Director of Planning, and I are available and pleased to discuss these comments as well as other concepts to enhance and maintain the character of Harvard Square. All the best, Tom Lucey Thomas J. Lucey Director of Government & Community Relations Harvard Public Affairs & Communications Harvard University 114 Mount Auburn Street Cambridge, MA 02138 [phone removed]

HARVARD UNIVERSITY TASS January 24, 2018 The Honorable Dennis J. Carlone The Honorable Craig A. Kelley Co-Chairs Ordinance Committee Cambridge City Council ity of Cambridge 95 Massachusetts Avenue Cambridge, MA 02139 Dear Co-Chairs Carlone and Kelley, We are writing on behalf of Harvard University to provide comments on the proposed Kroon, et al., Harvard Square Zoning Petition ("Kroon Petition") to the Cambridge Zoning Ordinance. Harvard University was founded in and has been inextricably linked with Harvard Square for nearly four centuries. Consistent with our predecessors, the Harvard University community is deeply committed to ensuring that Harvard Square remains a welcoming, dynamic and vital place for all who live, work, study, and visit. Working with city government, civic leaders, residents, and the business community, we have demonstrated this commitment in numerous manners including making significant financial investments in the public realm and preserving/creating affordable housing units. Efforts also include sustainability programs and transportation efforts such as contributing funding to the regional Hubway bike sharing system. Many of the local vendors rely on Harvard purchasing as well as the support from Harvard students, faculty, staff and visitors. In addition, this commitment is manifested in leasing practices at Harvard-owned properties which include long-time independent retailers such as Harvard Book Store, Leavitt & Pierce, Grolier Poetry Shop, and Club Passim. These leasing practices continue in the newly renovated Smith Campus Center. There is careful thought being put into choosing distinctive, locally-owned food venues that engage in sustainable practices. We are confident that those new vendors will complement the existing mix of businesses in Harvard Square. We share the Petitioners' overarching goals to preserve and enhance the retail vibrancy of the Square. However, as the owner of 29% of the land in the Harvard Square Overlay District, there are components of the proposed petition that are concerning and we believe will have unintended consequences. The concerns are as follows: Building Height Limitations (Proposed CZO 20.54.2.2.a): The Citywide Growth Management process sought to encourage residential development in the city and did so by reducing allowable FARs for non- residential uses in districts around the City. Conversely, this petition is seeking to encourage housing by eliminating the possibility of building above the current 60' as-of-right height limitation in Harvard Square for all uses except residential. While Harvard supports incentives to build new housing in Harvard Square, the proposed height regulations do not provide an effective incentive and instead are

overly restrictive for a mixed use, densely developed, and highly regulated urban environment. It is likely to have adverse consequences that will make it difficult for any non-housing uses to grow and adapt in Harvard Square going forward. furthermore, we are concerned that the requirement that the new housing be occupied by "full-time residents" would prohibit students from living in these units, as their academic schedule could potentially be construed as less than "full-time" for the purposes of this ordinance. As Cambridge looks for new opportunities for student housing, it would be counterproductive to prohibit students from living in new housing developed alongside a university. Should this proposal move forward, we believe that it is critical for the Council to clarify that such housing could be used for the student population. Small Store Regulations (Proposed 20.57): The proposed petition includes provisions that require any development or redevelopment that displaces substantially all of its tenants to be required to designate half of its frontage to "Small Stores" of less than 1,250 rentable square feet at grade. While well intentioned, this requirement is highly prescriptive and may not be feasible or desirable to achieve in every building and every project. A relief valve in the form of a Special Permit by the Planning Board must be included in this provision to allow more flexibility into the size of the tenancy and the percentage of the frontage for buildings to ensure that the most positive outcome can be achieved. Frontage Limitations (Proposed 20.58): The petition introduces limitations on the amount of frontage that any "bank, trust company, real estate or other agency, or administrative office may occupy" to no more than twenty-five (25) feet. It is not clear from the proposed language if or how this would affect existing businesses as it could render some long-time existing businesses and uses inadvertently in violation of the new requirements. It is imperative that any new frontage requirements apply only to businesses established after the effective date of this ordinance and that existing businesses be grandfathered in. Harvard Square thrives because it accommodates a wide range of uses - retail, institutional, residential, and commercial - and this mix of uses together create a dynamic environment. Introducing frontage parameters to limit a subset of uses including banks and offices is surely intended to strengthen the pedestrian environment, but must be carefully designed to ensure that existing buildings can be feasibly used. Such frontage requirements would only be appropriate on principal retail corridors within the Harvard Square Overlay District and should not be applied to the many secondary streets in Harvard Square that do not have an abundance of retail uses. For example, maintaining an active and continuous retail environment along the Massachusetts Avenue corridor is highly desirable, but other streets such as Plympton, Story, or portions of Winthrop Street, do not have a retail character today and could well accommodate administrative office or real estate uses without any detriment to Harvard Square. As written, this petition will inadvertently make these spaces difficult to use and rent. The petition should specify the streets that have an active ground floor environment that should be protected with such a provision, and more secondary street frontage should be excluded from this requirement. 2

It is our hope that the members of the Ordinance Committee will address these concerns should this proposal move forward. Thank you in advance for your consideration. Sincerely, Tamou Pattio Director of Government & Community Relations Senior Director, University Planning Harvard Planning Office Harvard Public Affairs & Communications Attachments CC: Cambridge City Council Louis A. DePasquale, Cambridge City Manager Iram Farooq, Assistant City Manager for Community Development Cambridge Planning Board Charles Sullivan, Executive Director, Cambridge Historical Commission

ATTACHMENTN Lopez, Donna Charles Hinds < [email removed]> From: Sent: Wednesday, January 24, 2018 4:48 PM To: City Council Clerk Subject: Kroon Petition Chuck Hinds 207 Charles St Cambridge, MA 021412 January 24, 2018 RE: Kroon Petition - Amendment to Harvard Square Overlay District Dear Ordinance Committee Members: This letter of support for the Kroon is on my own behalf as a citizen of Cambridge. It is important to strengthen and preserve the diverse retail ecosystem in Cambridge. Ever increasing rents are pushing out smaller, locally owned business in favor of formula businesses and national brands. I believe as part of being a diverse city, we need diverse retail including "mom and pop" retail stores and restaurants. Retail in Cambridge's squares need protection, especially in historic areas like Harvard Square. In conclusion, please support the Kroon Petition and others similar petitions in the future that focus on areas of the city where local retail is part of its fabric. Thank you for consideration. Best, Chuck Hinds [email removed] [phone removed]

GOU GALLUCCIO & WATSON, LLP ATTACHMENT O by email to: council@cambridgema.gov January 23, 2018 Mayor Marc C. McGovern Vice Mayor Jan Devereux 2018 JAN 24 Councilor Dennis J. Carlone Councilor Craig A. Kelley Councilor Alanna M. Mallon Councilor Sumbul Siddiqui AMII: 58 OFFICE OF THE CITY CLERA Councilor E. Denise Simmons CAMBRIDGE, MASSACHUSETTS Councilor Timothy J. Toomey, Jr. Councilor Quinton Y. Zondervan 795 Massachusetts Avenue Cambridge, MA 02139 RE: 10 Church Street development (formally Harvard Square Theatre) Dear Honorable Mayor McGovern, Vice Mayor Devereux, Ordinance Co-Chairs Kelly and Carlone, Councilors Mallon, Siddiqui, Simmons, Toomey, and Zondervan: I am writing to provide an update on our project and the impact the Kroon Zoning petition would have. As you may remember, late in May 2017 we held a community presentation to unveil our "conceptual plan" and it received a very positive response. In summary, our proposal was to undertake a fairly complicated excavation to allow two commercial theatre spaces with amenities on one floor below grade. To offset the loss of FAR, we would ask the planning board for an exemption of below-grade retail under existing zoning. By exempting the FAR, we could still utilize the 4.0 FAR by asking for a special permit for height above 60 feet. The revenue for a theatre is very minimal and will never pay for the construction cost of the theatre. We were willing to absorb the additional cost to meet the goal of mininal and till nevernal cor activating the street and continuing the popular use. The first floor is retail spaces and the top floors are all office. As you may remember since adjacent buildings surround the site on three sides, we undertook a complicated and expensive design to bring light into the building and appropriate scale to the façade along Church We are currently finalizing our plans and look forward to bringing them to the City and community in the next 4-8 weeks. The building is complicated in construction and build form because of the dependencies between 10 Church and the original building, which has frontage on Mass Ave. The buildings were separated for use and 1498 Cambridge Street, Cambridge MA 02139 | Office: [phone removed] | Fax: [phone removed] [email removed] | www.gallucciowatsonlaw.com

GALLUCCIO & WATSON, LLP ownership but are still effectively connected and reliant. We also have had challenges with activating the Palmer Street egress but have made progress. While the theatre below grade seems well suited, as it does not compromise retail at grade, it is expensive to build. We are very excited to deliver on this promise. The purpose of this letter is to inform you of our concern as to specifically the provision in the Kroon Petition that limits height over 60 feet to residential uses. This limitation would present significant challenges to delivering the plan as promised. From a broader perspective and as planning board members stated, there are many aspects of the petition that require far more thought. One member pointed out that the special permit to allow height above 60 feet to 80 feet has given projects flexibility and given the planning board leverage to improve other aspects of the project. This is certainly the case here. Members also called out needing to better understand what height incentives are needed (and FAR) to actually incent housing in Harvard Square. As you may know, by limiting commercial height to 60 feet, it is very difficult to achieve the current FAR of 4.0 thereby making the FAR below grade exemption somewhat obsolete. Other areas of concern are how to legislate "formula based" business and whether in fact this will lead to a "diverse" retail ecosystem. Lastly, by legislating the size of retail spaces at 1,250 square feet, is it just making retail more challenging and in some cases too expensive for tenants. In general, we are just not convinced these measures will accomplish the goal of generating housing or making retail more diverse nor do we really feel that goal is defined. Housing experts and retail experts should be enlisted and we should make sure the zoning changes are carefully tailored to the defined goals. We believe the existing Historic review and permitting requirements under existing zoning have delivered a project that is deliverable by the owner and generally desired by the community. I respectfully ask that you take our concerns into consideration as you consider the Kroon Petition. Yours very truly, CAP follo Anthony Galluccio CC: Louis A. DePasquale, City Manager Donna Lopez, City Clerk 1498 Cambridge Streel, Cambridge MA 02139 | Office: [phone removed] | Fax: [phone removed] [email removed] | www.gallucciowatsonlaw.com

Lopez, Donna AITACHMENTP From: Abra Berkowitz <[email removed]> Sent: Wednesday, January 24, 2018 5:20 PM To: City Council; Lopez, Donna Subject: Letter in Support of the Kroon Petition, in Particular Limiting Bank Frontage & Housing Dear Mayor McGovern, Vice Mayor Devereux, and Members of the Cambridge City Council, I am writing in full support of the new Harvard Square zoning prepared by petitioner Peter Kroon. As I have said before, the new zoning is not restrictive if you examine the exemptions available to banks and offices to exceed frontage requirements. It enables a business as usual, as long as institutions regulated by the new zoning provide contributions to the community through the provision of community space or creative use of window displays. So, if we want a business-as-usual-as with the Webster Bank at 1 Brattle Square-we can have it, but obtain benefits that contribute to the essential human connections and elements of delight residents and visitors find when they visit Harvard Square. I would also like to disagree with some of the statements I have read which oppose the Kroon Petition provision that requires housing be built in developments seeking to exceed the 60 foot height limit. Specifically, I disagree with arguments that such a provision would make development financially unviable. I am speaking about the Harvard Square Theater here, which was purchased by Gerald Chan's Morningside Group for $17,500,000 in 2015. The Morningside Group-and others-have argued that office space is necessary to financially justify retail and a basement theater. The project would trigger the provision in the Kroon petition that requires some housing be built on the site. Sure, I understand that building a theater below-grade is expensive. And, perhaps their rental income could take a hit if they are deliberate about building smaller storefronts (though, as we've heard from the Planning Board and others, that might not be the case with phone stores and other small, chain stores thirsty for a smaller, ground-floor location in the Square). This is what it is, however, an argument made by a very intelligent and successful businessman who is good at what he does: developing real estate and increasing its value. We've heard the same logic used to rationalize MITIMCO's 60% commercial, 40% residential split on the Volpe parcel (which 1 view as a formula for the continued displacement of existing low and moderate income residents in Cambridge). According to MITIMCO, they could not "afford" to shift the percentage due to the enormous sums of money they paid to purchase the parcel. It is not the job of city government to ensure that real estate developers receive a satisfactory return on their investments. They bought it. Developers take risks, and receiving permits and variances, changes in existing zoning, etc. are some of them. The market's another. Success isn't a given, nor is the maintenance of existing conditions. If we want more residents of our Square, if we want to do a small part towards alleviating some of the demand for housing in Cambridge-we absolutely need to prioritize the construction of housing over office and lab space, and this includes in our City's public transit hub: Harvard Square. If we are worried that we might sacrifice the theater without enabling office space, let us see the numbers before removing an essential zoning provision; let us see what "financially feasible" really means, on a case-by-case basis, and then work with Morningside Group to make the theater happen within the City's stated values for both housing and the arts. Thank you for your consideration. 1

Best, Abra Berkowitz 253 1/2 Broadway Cambridge, MA 02139 [phone removed] Sent from Outlook 2

ATACHMENT Q PROTEST AGAINST ZONING CHANGE PURSUANT TO MASSACHUSETTS GENERAL LAWS c. 40A, § 5 The undersigned, being the owner of land proposed to be included in a zoning change proposed in a Petition by Peter Kroon et al. (being more fully described in an Ordinance Committee Meeting Notice for a November 21, 2017 hearing as the "Kroon et al. Harvard 'quare Zoning Petition") to amend the provisions of the Harvard Square Overlay District (th "Petition"), hereby protests and objects to such proposed change in zoning, on the grounds that i vould represent an arbitrary and invalid exercise of the zoning power, is not based on an omprehensive land use studies or plans, and would otherwise be substantially adverse an detrimental to our property and business interests. Map/Lot Signature Name of Owner Sq. Ft. 160-70 Alliara, LLC Alliara, LLC 10,262 Geh By: Paula E. Tumbull, Manager SETTS OFFICE OF THE CITY CL 2018 JAN 24 AMII: 51 CAMBRIDGE. MASSACHUSE

AITACHMENTR PROTEST AGAINST ZONING CHANGE PURSUANT TO MASSACHUSETTS GENERAL LAWS c. 40A. $5 The undersigned, being the owner of land proposed to be included in a zoning change proposed in a Petition by Peter Kroon et al. (being more fully described in an Ordinance Committee Meeting Notice for a November 21, 2017 hearing as the "Kroon et al. Harvard Square Zoning Petition") to amend the provisions of the Harvard Square Overlay District (the "Petition"), hereby protests and objects to such proposed change in zoning, on the grounds that it would represent an arbitrary and invalid exercise of the zoning power, is not based on any comprehensive land use studies or plans, and would otherwise be substantially adverse and detrimental to our property and business interests. Name of Owner Signature Map/Lot Sq. Ft. 134-7 Belltree, LLC Belltree, LLC 6,330 By: Paula E. Turnbull, Manager 2018 JAN 24 AMII: 51 OFFICE OF THE CITY CLE CAMBRIDGE, MASSACHUSET

ATTACHMENT S PROTEST AGAINST ZONING CHANGE PURSUANT TO MASSACHUSETTS GENERAL LAWS c. 40A, § 5 The undersigned, being the owner of land proposed to be included in a zoning change proposed in a Petition by Peter Kroon et al. (being more fully described in an Ordinance Committee Meeting Notice for a November 21, 2017 hearing as the "Kroon et al. Harvard Square Loning Petition") to amend the provisions of the Harvard Square Overlay District (the "Petition"'), hereby protests and objects to such proposed change in zoning, on the grounds that it would represent an arbitrary and invalid exercise of the zoning power, is not based on any comprehensive land use studies or plans, and would otherwise be substantially adverse and detrimental to our property and business interests. Name of Owner Signature Map/Lot Sq. Ft. 133-14 Corliss, LLC Corliss, LLC 2,017 Gur By: Paula E. Turnbull, Manager -2018 JAN 24 AMII: 51 CAMBRIDGE, MASSACHUS

ATTACHMENTT PROTEST AGAINST ZONING CHANGE PURSUANT TO MASSACHUSETTS GENERAL LAWS c. 40A, $5 The undersigned, being the owner of land proposed to be included in a zoning change proposed in a Petition by Peter Kroon et al. (being more fully described in an Ordinance Committee Meeting Notice for a November 21, 2017 hearing as the "Kroon et al. Harvard Square Zoning Petition"') to amend the provisions of the Harvard Square Overlay District (the "Petition"), hereby protests and objects to such proposed change in zoning, on the grounds that it would represent an arbitrary and invalid exercise of the zoning power, is not based on any comprehensive land use studies or plans, and would otherwise be substantially adverse and detrimental to our property and business interests. Name of Owner Sq. Ft. Map/Lot Signature 169-100 Kirche, LLC Kirche, LLC 12,651 Guzm By: Paula E. Turnbull, V.P. 2018 JAN 24 AMII: 51 CAMBRIDGE, MASSACHUSETT • OFFICE OF THE CITY CLERK

ATTACHMENT U PROTEST AGAINST ZONING CHANGE PURSUANT TO MASSACHUSETTS GENERAL LAWS c. 40A. $ 5 The undersigned, being the owner of land proposed to be included in a zoning change proposed in a Petition by Peter Kroon et al. (being more fully described in an Ordinance would represent an arbitrary and invalid exercise of the zoning power, is not based on any comprehensive land use studies or plans, and would otherwise be substantially adverse and detrimental to our property and business interests. Map/Lot Signature Sq. Ft. Name of Owner 162-74-PEB/3 Laurelwood, LLC Laurelwood, ILC Guen By: Paula E. Turnbull, Manager Et's OFFICE OF THE CITY CLE 2018 JAN 24 AMII: 52 CAMBRIDGE, MASSACHUSI

AITACHMENTV PROTEST AGAINST ZONING CHANGE PURSUANT TO MASSACHUSETTS GENERAL LAWS c. 40A, $5 The undersigned, being the owner of land proposed to be included in a zoning change proposed in a Petition by Peter Kroon et al. (being more fully described in an Ordinance Committee Meeting Notice for a November 21, 2017 hearing as the "Kroon et al. Harvard Square Zoning Petition") to amend the provisions of the Harvard Square Overlay District (the "Petition"'), hereby protests and objects to such proposed change in zoning, on the grounds that it would represent an arbitrary and invalid exercise of the zoning power, is not based on any comprehensive land use studies or plans, and would otherwise be substantially adverse and detrimental to our property and business interests. Name of Owner Signature Sq. Ft. Map/Lot 160-72 Mayhaw, LLC Mayhaw, LLC 5,861 Gun By: Paula E. Turnbull, Manager 2018 JAN 24 AMII: 52 OFFICE OF THE CITY CLERK CAMBRIDGE. MASSACHUSETTS

ATTACHMENT W PROTEST AGAINST ZONING CHANGE PURSUANT TO MASSACHUSETTS GENERAL LAWS c. 40A. $5 The undersigned, being the owner of land proposed to be included in a zoning change proposed in a Petition by Peter Kroon et al. (being more fully described in an Ordinance would represent an arbitrary and invalid exercise of the zoning power, is not based on any comprehensive land use studies or plans, and would otherwise be substantially adverse and detrimental to our property and business interests. Name of Owner Sq. Ft. Map/Lot Signature Platin, LIC Platin, LLC 160-83 1,015 By: Buer Paula E. Turnbull, V.P. 2018 JAN 24 AMII: 52 OFFICE OF THE CITY CLERK CAMBRIDGE, MASSACHUSETTS

AMTACHMENTX PROTEST AGAINST ZONING CHANGE PURSUANT TO MASSACHUSETTS GENERAL LAWS c. 40A, $5 comprehensive land use studies or plans, and would otherwise be substantially adverse and detrimental to our property and business interests. Name of Owner Map/Lot Signature Sq. Ft. 133-11 Tamarillo, LLC Tamarillo, LLC 1,597 By: Paula E. Turnbull, Manager OFFICE OF THE CITY CLERK 2010 JAN 24 AMII: 52 CAMBRIDGE, MASSACHUSETTS

ATTACHRIENT Y PROTEST AGAINST ZONING CHANGE PURSUANT TO MASSACHUSETTS GENERAL LAWS c. 40A, $5 The undersigned, being the owner of land proposed to be included in a zoning change proposed in a Petition by Peter Kroon et al. (being more fully described in an Ordinance Committee Meeting Notice for a November 21, 2017 hearing as the "Kroon et al. Harvard square Loning Petition") to amend the provisions of the Harvard Square Overlay District (th Petition"), hereby protests and objects to such proposed change in zoning, on the grounds that i would represent an arbitrary and invalid exercise of the zoning power, is not based on any comprehensive land use studies or plans, and would otherwise be substantially adverse and detrimental to our property and business interests. Name of Owner Sq: Ft. Map/Lot Signature 168-16 Tarragon, LIC Tarragon, LLC 4,290 By: Paula E. Turbull, Manager 2010 JAN 24 AMI!: 52 OFFICE OF THE CITY CLERK CAMBRIDGE. MASSACHUSETTS

ATTACHMENTZ PROTEST AGAINST ZONING CHANGE PURSUANT TO MASSACHUSETTS GENERAL LAWS c. 40A, SE The undersigned, being the owner of land proposed to be included in a zoning change proposed in a Petition by Peter Kroon et al. (being more fully described in an Ordinance Committee Meeting Notice for a November 21, 2017 hearing as the "Kroon et al. Harvard Square Zoning Petition") to amend the provisions of the Harvard Square Overlay District (the "Petition"), hereby protests and objects to such proposed change in zoning, on the grounds that it would represent an arbitrary and invalid exercise of the zoning power, is not based on any comprehensive land use studies or plans, and would otherwise be substantially adverse and detrimental to our property and business interests. Sq. Ft. Signature Name of Owner Map/Lot 162-9 Tartarian, LLC Tartarian, LLC 3,622 By: Paula E. Turnbull, Manager TTS OFFICE OF THE CITY CLERK 2018 JAN 24 AMI1: 52 CAMBRIDGE, MASSACHUSET