A Zoning Petition Has been received from Stephen R. Karp, Trustee of Cambridge Side Galeria Associates trust to amend the Cambridge Zoning Ordinance by adding a new Section 13.100 to Article 13.00 of the Zoning Ordinance and to amend the Zoning Map to add a new PUD-8 District overlay that certain area (which includes parcels and portions of ways and streets) labeled as "PUD-8 district"

Cambridgeside Galleria Associates Trust c/o New England Development 75 Park Plaza Boston, MA 02116 February 7. 2019 VIA HAND DELIVERY Mayor Marc C. McGovern Vice Mayor Jan Devereux Ordinance Committee Co-Chair Dennis J. Carlone Ordinance Committee Co-Chair Craig A. Kelley City Councilor Alanna M. Mallon City Councilor Sumbul Siddiqui 2019 FEB-7 AMII: 14 City Councilor E. Denise Simmons OFFICE OF THE CITY CLERK CAMBRIDGE. MASSACHUSETT: City Councilor Timothy J. Toomey, Jr. City Councilor Quinton Y. Zondervan Cambridge City Hall 795 Massachusetts Ave., 2nd Floor Cambridge, MA 02139 Re: Zoning Amendment Petition Dear Mayor McGovern, Vice Mayor Devereux, Ordinance Committee Co-Chairs Carlone and Kelley and Councilors Mallon, Siddiqui, Simmons, Toomey and Zondervan: On behalf of New England Development and Cambridgeside Galleria Associates Trust, I am pleased to submit for your review the enclosed rezoning petition for the proposed amendment to the Zoning Ordinance of the City of Cambridge and the Zoning Map in connection with the adoption of a new Planned Unit Development (PUD) 8 District. Together with the City, we developed CambridgeSide in the mid-1980s under a PUD Special Permit, which approved the retail-focused project then known as the Galleria at Riverside Place (now known as CambridgeSide). On a personal level, it is exciting to have the opportunity over 30 years later to partner again with the City to re-imagine this project in light of changed circumstances and neighborhood needs. We are submitting this petition as part of our continuing effort to enhance our property and the East Cambridge neighborhood. Like most malls across the country, CambridgeSide has seen a decline in retail rental demand and customer traffic in recent years as e-commerce threatens brick and mortar retail. Despite consistent efforts to attract new tenants, including a recent multi-million dollar interior renovation and an application to expand permitted office use

at CambridgeSide, the long-term success of CambridgeSide as a mixed-use center requires a more comprehensive redevelopment. The enclosed site renderings illustrate the current project, as recently updated, as compared to the condition of the area before we began our redevelopment of the site in the 1980s. The enclosed petition reflects the result of a comprehensive planning effort to create a viable redevelopment plan. This effort began primarily in response to changed market demands and then evolved based on feedback received from various residents, City departments, City officials and business and neighborhood groups, resulting in a comprehensive vision for the future of CambridgeSide. The redevelopment plan will continue to be consistent with the original 1978 East Cambridge Riverfront Plan, as well as the more recently adopted 2011 Cambridge Riverfront Plan to shape the site and its use over the next 30 years. During the course of our discussions with various neighborhood groups and City departments, it became clear that there is an ongoing interest in maintaining both a core retail presence at CambridgeSide and the first floor public access to the Canal. We also heard a strong desire to enhance the mixed-use nature of the project, re-imagine First Street and improve the pedestrian and bicycle experience in and around the project. By way of example, the enclosed First Street renderings show First Street as it exists today, compared with how we envision it under the rezoning. We have developed the enclosed rezoning with these goals in mind. Accordingly, the proposed PUD 8 District would require us to maintain the existing core retail and first floor Canal access at CambridgeSide while introducing approximately 600,000 square feet of complementary uses, including residential, to create a more vibrant mixed-use project. Sustainability concepts are also integrated into the petition with an eye towards planning for the future. As you can see from the enclosed illustrative renderings, we envision a newly activated First Street to further integrate the project with our neighborhood. First Street has already been undergoing an impressive transformation and we look forward to playing a role in enlivening the area, including introduction of active ground floor uses and enhancement of pedestrian and bicycle experience and safety. In addition to revitalizing CambridgeSide and responding to our discussions with various groups and individuals, we anticipate that the rezoning will have the following benefits: • Preserving the atrium as a public connection between the Canal and Charles Park; • Improving the surrounding streetscape, including enhancement of the on-site pedestrian experience; • Expanding and/or adding pathways to increase bicycle safety at or within the vicinity of the project and to encourage bicycle transportation; • Introducing a diverse mix of uses that will bolster the existing core retail uses and complement the proposed residential component; and • Other benefits to be fully discussed and finalized during the rezoning process, such as:

• Offering a wide variety of regular programming for the benefit of the public at or within the vicinity of the project, including the Canal, and undertaking periodic events in concert with other nearby property owners in order to foster the vital connection to a more dynamic Riverfront; Developing a system that simplifies cooperation with the local Arts Community and allows local artists to have opportunities where they can perform, display and/or sell their work at or within the vicinity of the project, including the Canal; Introducing a seasonal Farmers Market at the crescent surrounding the Canal on the same day and time of each week; Working with the School Department to give every local fifth grade student an opportunity to interact with the Charles River as part of an educational experience all students can have before they graduate; Hosting a free picnic/boat ride on the Charles River for local seniors one day each week from May through September; and • Becoming an active partner with our neighbors by donating to the Tree Fund as we would also like to see an increase in the number of trees in Cambridge. As noted above, we have been speaking over the past year with various residents, City departments and officials and neighborhood and business groups, including the Mayor, the Vice Mayor, individual City Councilors, the Community Development Department, the Inspectional Services Department, the Traffic, Parking and Transportation Department, the Water Department, the Department of Public Works, the Fire and Police Departments, the City Arborist the East Cambridge Planning Team and the East Cambridge Business Association, in preparation for submitting the enclosed rezoning. We now look forward to beginning the formal review process with you, and are confident that we can help to re-invigorate the East Cambridge neighborhood through our collaboration on this rezoning and the creation of a more dynamic mixed-use development. Thank you for your consideration of this rezoning petition. Very truly yours, ephen R. Kar Jughu Aren Trustee of cambridgeside Galleria Enclosures Associates Trust

! NEW ENGLAND DEVELOPMENT | ELKUS MANFREDI ARCHITECTS | 1990 EAST CAMBRIDGE RIVERFRONT DEVELOPMENT HISTORY CS CAMBRIDGESIDE?• 1979 EAST CAMBRIDGE RIVERFRONT

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I NEW ENGLAND DEVELOPMENT | ELRUS MANFREDI ARCHITECTS | PROPOSED FIRST STREET FIRST STREET SEARS CS CAMBRIDGESIDe20 EXISTING FIRST STREET

The owner of land to be affected by this petition hereby petitions the City Council of the City of Cambridge to amend the Cambridge Zoning Ordinance and the Cambridge Zoning Map, both as most recently amended, as follows: Add a new Section 13.100 to Article 13.000 of the Zoning Ordinance of the City of Cambridge as set forth in the attached document. Amend the Zoning Map of the City of Cambridge to add a new PUD-8 District överlaying that certain area (which includes parcels and portions of ways and streets) labeled as "PUD-8 District" on the attached map entitled "Proposed PUD-8 District".

PLANNED UNIT DEVELOPMENT 8 DISTRICT 13.100 13.101 Purpose. The PUD-8 District is intended to provide for the creation of a vibrant mixed- use district of high quality general and technical office and lab use, active commercial use, including retail, fitness and restaurant, components of residential use and enhancement of open space to serve residents of the District and the surrounding neighborhoods, as well as workers, students and visitors. The PUD-8 District encourages strong connections belween the neighborhoods of eastern Cambridge and new development in that area, particularly along First Street, the East Cambridge riverfront (focusing on Lechmere Canal) and the PUD-8 area. It also promotes retail- and service-oriented ground floors that will activate surrounding public streets and spaces, such as First Street and Lechmere Canal Park. The expectation is for the District to continue to be a recognizable center of activity and economic viability for East Cambridge and the surrounding neighborhoods in light of the changing landscape of brick and mortar retail. Development in the PUD-8 District is expected to meet standards for urban design, architectural design, environmental sustainability and open space design. To the extent reasonably practicable and subject to the provisions of Section 13.107.4 below, new buildings shall be generally consistent with the policy objectives set forth in the Eastern Cambridge Planning Study dated October 2001, the guidance provided in the Eastern Cambridge Design Guidelines dated October 15, 2001 and the Cambridge Riverfront Plan dated Spring 2011. PUD-8 Special Permit. 13.102 13.102.1 Eligible Development Parcel. To further the purpose of this Section 13.100, an applicant may submit a Development Proposal and obtain a special permit from the Planning Board approving a Final Development Plan for the Development Parcel located within the PUD-8 District which, at the time of application for a PUD-8 Special Permit, (i) contains at least 100,000 sf of retail and/or restaurant space on the ground- floor allowed pursuant to a valid special permit under the PUD-4 District, (ii) contains at least 7.5 acres in area, (iii) is within 600 feet of 3 acres of Public Open Space and (iv) otherwise meets the requirements set forth in Section 13.102.4 below. The Development Parcel within the PUD-8 District may contain contiguous or noncontiguous lots elsewhere in the PUD-8 District or within another PUD District that are situated within twelve hundred (1200) feet of the boundaries of the PUD-8 District. 13.102.2 PUD-8 Special Permit Approval. The Planning Board shall grant a PUD-8 Special Permit approving a Final Development Plan for the Development Parcel upon finding that the Final Development Plan is consistent with the criteria set forth below, all other criteria applicable to approval of any other special permits being sought, and upon consideration of the PUD-8 Guidelines and Principles (as hereinafter detined). Any modification to a Final Development Plan for the Development Parcel, the need for which arises for any reason, shall require a major or minor amendment in accordance with Section 12.37 of this Zoning Ordinance and the provisions of the PUD-8 Speciai Permit. Modifications that the developer can demonstrate meet the following criteria shall be considered changes which do not alter the concept of the PUD in terms of density, land usage, height, provision of open space or the physical relationship of 4820-8510-1934.17

elements of the development, such that each shall be considered a minor amendment subject only to written approval of the Planning Board: changes to the Development Plan that (i) constitute a reallocation, reconfiguration or assignment of Gross Floor Area among uses in the Final Development Plan or otherwise allowed in the PUD-8 District, (i) constitute a reallocation or reconfiguration of height among buildings in the Final Development Plan or otherwise allowed in the PUD-8 District, subject always to compliance with the provisions of Section 13.104.3 below, (iii) do not require a new type of zoning relief (other than the categories of relief previously granted for the proposed development, whether by existing PUD special permits or otherwise), and (iv) maintain the same percentage of Minimum Open Space as approved by the PUD- 8 Special Permit. 13.102.3 PUD-s Special Permit Requirements. Within the Development Parcel, the locations of streets and open spaces, the quantities of proposed land uses, and general PUD-8 lots, building envelopes, locations and heights shall be indicated in sufficient detail that the Planning Board can reasonably assess the impact of the PUD-8 Special Permit and its general consistency with the PUD-8 Special Permit Criteria set forth in Section 13.102.4 below. At a minimum, a Development Proposal and subsequent Final Development Plan for the Development Parcel must contain the following components: (a) Site Development Plan — describing how the Development Parcel is divided into distinct PUD-8 lots, streets, and open spaces and their development characteristics, including potential uses and Gross Floor Area ("GFA"). (b) Site Massing Plan — illustrating the height and massing of building volumes for each proposed building site, and including studies of anticipated shadow and wind impacts resulting from building mass. (c) Parking and Loading Plan — identifying the locations of all parking facilities, bicycle parking facilities and facilities for loading or other vehicular service functions, and the number of spaces proposed at each location. (d) Connectivity Plan — illustrating all pedestrian, bicycle and vehicular circulation routes within the Development Parcel, their connections to nearby public circulation routes and destinations outside the Development Parcel, and approximate locations of access and egress points on each building and parking facility within the Development Parcel. (e) Open Space Plan — illustrating and quantifying the areas of all open space areas utilized by the project in satisfaction of Section 13.105, including, without limitation, pedestrian ways providing connectivity to the riverfront. (f) Ground Floor and Activation Plan — illustrating the conceptual arrangement of functions such as retail establishments and other active uses, and residential and office lobbies at the ground floor of each building in the Development Parcel, as well as the locations and anticipated sizes of Active Uses that may be required by the specific 2

provisions of this Section 13.100 and strategies for programming and activating those spaces. Housing Plan — providing the approximate number and mix of housing unit types proposed on the residential site, and identifying the anticipated location of dwelling units that may be required by specific provisions of this Section 13.100. (h) Phasing Plan — describing the general sequence in which development is proposed to proceed (i) Sustainability and Resiliency Plan - describing: (1) how the sustainability requirements set forth in Section 13.107.3 below will be met; (2) how the proposed project will promote best practices for environmental sustainability and resiliency; (3) how the proposed project serves nearby East Cambridge community-wide needs for emergency refuge or shelter during heat or storm emergencies in coordination with the Cambridge Climate Vulnerability Assessment dated February 2017. Transportation Plan - incorporating: (1) a Transportation Impact Study required by Section 19.20 of this Ordinance; (2) a Shared Parking Study required by Section 13.106.5 below; (3) a study of the impacts of increased demand on public transportation services in the East Cambridge area; (4) a description of the development's relationship to future regional rail, bus, pedestrian/bicycle and other transportation system connections in the area; and (5) a Transportation Demand Management and Mitigation program describing measures to offset or mitigate the project's impacts on transportation systems. Such studies shall account for the proposed scale and phasing of development and the limitations on system capacity to accommodate new vehicle, transit, and other trips. (k) Environmental Comfort Plan - describing or showing screening, building elements, or other site improvements designed to reduce impacts from wind and shadows, provide adequate lighting for safe use while minimizing excessive light, mitigating urban heat island effect, and controlling noise generated by mechanical systems and by truck traffic, particularly on First Street. (1) Architectural Character Plan - describing general approaches to the design of buildings, landscaped areas, streets, and pathways, identifying the type of visual character that the development will aim to achieve, with the expectation that specific designs of individual buildings and spaces will be reviewed in further detail as they are developed. (In) Comprehensive Signage Plan - providing the approximate number, type and characteristics of signage to be installed within the District, which upon approval of the PUD-8 Special Permit by the Planning Board, shall control for all purposes. 13.102.4 PUD-S Special Permit Criteria In approving a Final Development Plan for the Development Parcel, the Planning Board shall consider the following objectives with respect to any Net New GFA (as defined below) or construction of a new building:

Providing a mix of commercial, including research and technology, and residential uses, with particular emphasis on ground-floor retail along First Street, to encourage activity throughout the day and evening. (b) For residential uses, incorporating a diversity of dwelling unit sizes that are appealing and accessible to a variety of users, including families with children and households from a variety of socioeconomic backgrounds. (c) Improving the network of connections that integrate the PUD-8 District with the surrounding urban fabric of the East Cambridge neighborhood and the activity surrounding the East Cambridge Riverfront. (d) Enhancing the existing network of high-quality streets and open spaces, including significant space for public gathering and recreation, that serves the surrounding communities as well as the development on the site by encouraging and fostering a sense of community, civic engagement, social interaction, economic development, and environmental sustainability. (e) Integrating development with open space physically and functionally by means of building orientation, active frontages, location of building entrances, pedestrian linkages between major activity centers, and similar techniques. (f) Providing a strong street edge and active ground floors that animate streets and open spaces, including through the presence of Active Uses (defined below) on the first-floor fronting on First Street and Cambridgeside Place. Enhancing the architectural diversity and aesthetic qualities of the PUD-8 District to harness the spirit of growth and change in East Cambridge and reinforce a Cambridge sense of place. (h) To the maximum extent practicable, promoting best practices for environmental sustainability in establishing design objectives for individual buildings and sites, in accordance with the City's ongoing planning efforts and current Massachusetts Department of Environmental Protection standards. (1) Demonstrating a commitment to implementing a Transportation Demand Management and Mitigation Program. (i) Activating First Street by incorporating Active Uses on the ground floor and strengthening pedestrian access from First Street to retail establishments and the Riverfront. (k) Demonstrating a commitment to implement programming for proximate Public Open Space. 13.102.5 PUD-8 Lot. A lot within the PUD-8 District is a parcel of land that may be in more than one ownership, provided that the developer thereof has control over the entirety of the parcel, whether via fee ownership or enforceable easement rights, which parcel 4

is bounded by other lots or by streets, and which is designated by the developer thereof to be used, developed or built upon as a unit. 13.102.6 Condominium Property Regime. Nothing in this Section 13.100 shall prevent a developer trom submitting a building(s) subject to a PUD-8 Special Permit to a condominium property regime. The violation of the conditions of a PUD-8 Special Permit by one owner or occupant of a condominium unit within a development shall not be deemed to be a violation by any other owner or occupant within the development, but shall be deened to be a violation by the owner or occupant of the condominium unit(s)/premises violating the conditions of the PUD-8 Special Permit. Nothing herein shall limit the rights of a condominium association against a violating owner or occupant. 13.102.7 Applicability of Requirements to Development Parcel. The requirements of this Section 13.100 may be satisfied for the entire Development Parcel on any lots) located within the limits of such Development Parcel or, with respect to Section 13.105 (Open Space), on other land within 1,000 feet of the PUD-8 District; provided, however, the requirements of this Section 13.100 shall not be applied to individual PUD-8 lots or ownership units comprising such Development Parcel, but shall be applied as if such Development Parcel were a single conforming PUD-8 lot whether or not such Development Parcel is in single or multiple ownership. A violation, with respect to a lot or ownership unit or leased premises within the Development Parcel, of any provision of this Section 13.100 shall not constitute a violation with respect to any other lot or ownership unit or leased premises within the Development Parcel. 13.102.8 Phasing Plan and Lapse. Any development within the Development Parcel may be built in multiple phases over a period of time, in accordance with the terms of the special permit. Any changes to the Phasing Plan after issuance of the PUD-8 Special are Permit subject only to written approval by the Planning Board. In the event that the Planning Board approves a PUD-8 Special Permit application, such a special permit shall be deemed to have been (i) exercised with respect to the entire Development Parcel upon the submission to the City of an application for a building permit for all or any portion of the development approved under such PUD-8 Special Permit; and (ii) shall not lapse or expire, for any purpose, with respect to any portion of the Development Parcel, once construction under such a PUD-8 Special Permit has begun for any portion of the development approved under such PUD-8 Special Permit. In no event shall any portion of the development approved by a PUD-8 Special Permit for which a building permit has been issued (i) be deemed to be in violation of this Section 13.100 or such Special Permit or (i) be deemed to have lapsed due to the fact that any phase of the approved development has not been commenced or completed. 13.102.9 Relationship to PUD-4 Special Permit. With respect to the Development Parcel, the rights granted pursuant to a PUD-8 Special Permit shall be in addition to any rights previously granted under a PUD-4 special pernit and the PUD-8 Special Permit shall govern with respect to such additional rights. The previously issued PUD-4 special permit shall remain valid and in full force and effect for, and govern with respect to, 5

any remaining land outside of the Development Parcel subject thereto, provided that the tens of such PUD-4 special permit shall be applied to such remaining land without regard to any rights granted to the Development Parcel pursuant to the PUD-8 Special Permit, 13.102.10 Conflict. To the extent the Development Parcel is subject to the provisions of one or nore special permit(s), site plan approval(s) and/or variance(s) issued prior to the ssuance date of' a PUD-8 Special Permit granted hereunder and the provisions of sucl existing approval(s) conflict or are inconsistent with the PUD-8 Special Permit, the PUD-8 the provisions shall Permit Special govern. To the extent that the provisions of this Section 13.100 conflict with any other provisions of this Zoning Ordinance or any other City of Cambridge ordinance or regulation, this Section 13.100 shall govern. 13.102.11 Pre-Application Conference. In the course of preparing a Development Proposal for the Development Parcel, the developer shall be required to participate in at least one PUD Pre-Application Conference as established in Section 12.33 of this Zoning Ordinance and a similar conference with the full City Council or Ordinance Committee. The purpose of the conference will be to discuss the conceptual alternatives for site arrangement, building massing, circulation systems and public space arrangement, as well as general approaches to architectural and landscape design, and for the developer to receive informal feedback from the Planning Board prior to preparing the materials required by Section 13.102.3 above. As set forth in Section 12.33.2, any statement made by the Planning Board or the developer at the Pre-Application Conference shall not be legally binding. Notwithstanding Section 12.33.3, the developer shall present graphic and written materials as needed to illustrate and describe conceptual development alternatives. 13.103 Uses Allowed in « PUD-8 District. The uses listed in this Section 13.103, alone or in combination with each other, shall be allowed, provided that the amount and extent of uses may be further regulated and limited as set forth elsewhere in this Section 13.100. This Section 13.103 shall refer to uses as they are listed in Article 4.000 and otherwise defined in this Zoning Ordinance as of the effective date of the enactment of this Section 13.100. (a) Residential Uses. All uses listed in Section 4.31 a-h, and i.2. (b) Transportalion, Communication and Utility Uses. All uses listed in Section 4.32, which are allowed or conditionally allowed in the base zoning district. Institutional Uses. All uses listed in Section 4.33, which are allowed or conditionally allowed in the applicable base zoning district. (d) Office and Laboratory Uses. All uses listed in Section 4.34. (e) Relail Business and Consumer Service Establishments. All uses listed in Section 4.35.

(f) Open Air or Drive in Retail & Services. i. Sales place for flowers, garden supplies, agricultural produce conducted partly or wholly outdoors; commercial greenhouse or warehouse; ii. Open air place of entertainment; ili. Automobile service station where no major repairs are made provided that all lubrication and repairs are carried out within the building and further provided the service station will be located within or attached to a parking garage or other structure as an accessory use. (g) Light Industry, Wholesale Business and Storage. All uses listed in Section 4.37. (17) Diner Uses. Any use not listed in subsections 13.103(a) through 13.103(g) above, otherwise allowed in a Business A District, may be allowed by the Planning Board upon written determination by the Board that such use is consistent with the objectives of the PUD-8 District and is consistent with the predominant uses in the PUD-8 District. 13.104 Dimensional Regulations. 13.104.1 Permitted Gross Floor Area (GFA). The following GFA shall be permitted within the Development Parcel: Existing GFA. The GFA that exists on a lots) to be covered by a PUD-8 Special Permit on the date of application for such PUD-8 Special Permit, which shall be calculated in accordance with the definition of Gross Floor Area, excluding exemptions under Section 5.25.3 pursuant to subsection (g) of such definition, under the Zoning Ordinance in effect at the time of adoption of this Section 13.100. (b) Net New GFA. A maximum of 625,000 square feet of Net New GFA shall be permitted within the Development Parcel. For purposes of this Section 13.100, Net New ViA shall be calculated as the total Gross Floor Area proposed within the Development farcel, less the Existing GlA pursuant to Section 13.104.1(a) above. (C) Assignment of GFA 1o PUD-8 Lots. A Development Proposal for the PUD-8 Development Parcel including all PUD-8 lots within such PUD-8 Development Parcel shall describe how all of the permitted GFA will be assigned to PUD-8 lots within such PUD-8 Development Parcel. However, with the exception of the 100,000 square feet that comprises the core retail component of the PUD-8 District, all permitted GFA shall be assignable among PUD-8 lots within such PUD-8 Development Parcel, subject to approval by the Planning Board. (d) Required Residential Development. A Development Proposal for the PUD-8 Development Parcel shall be required to provide a plan for the provision of at least twenty percent (20%) of its Net New GFA as residential development, subject to the following provisions.

1. Such residential component may be provided on any portion of such Development Parcel and may be provided during any phase of a multi-phase development. 2. GF A assigned to residential use shall be subject to the Inclusionary Housing Provisions of Section 11.203 of this Zoning Ordinance, i.e., at least twenty percent (20%) of the total Dwelling Unit Net Floor Area constructed shall be devoled to Affordable Dwelling Units. (e) Housing Contribution. To the extent that a development proposed within the PUD-8 District is considered an Incentive Project, it shall comply with the requirements of Section 11.202 of this Ordinance, provided however, in the PUD-8 District, the applicable Housing Contribution shall be calculated based on the square feet of Net New GrA devoted to the uses that qualify the development as an Incentive Project. 13.104.2 Residential Density. There shall be no required minimum Lot Area Per Dwelling Unit in the PUD-8 District. 13.104.3 Maximum Building Height. As shown on the attached Building Height Map for the PUD-8 District, Map 13.101, the maximum height of buildings permitted in the PUD-8 District shall be eighty-five (85) feet (the "Base Height"), provided, however, that the Base Height for buildings or portions of buildings may be increased as follows by issuance of a PUD-8 Special Permit by the Planning Board upon a finding that all of the criteria in Section 13.102.4 and the applicable Canal Setback requirements below have been satisfied: 1. Mid Zone: The height of a building or any portion thereof, which is setback from the nearest boundary of the PUD-8 Development Parcel to the Lechmere Canal (a "Canal Setback") by greater than one hundred sixty (56) ect and es othe three Base feigh to red on ego fily Exterior Zone: The height of a building or any portion thereof with a Canal Setback greater than three hundred forty (340) feet may be up to fifty (50) feet in excess of the allowed Mid Zone Height (the "Exterior Zone Height"). 13.104.4 Other Dimensional Requirements. There shall be no minimum lot area for PUD-8 lots located within the PUD-8 Development Parcel. There shall be no minimum width for the PUD-8 Development Parcel and no minimum width for PUD-8 lots located within such Development Parcel. There shall be no minimum required front, rear and side yard requirements for the PUD-8 Development Parcel or for PUD-8 lots located within such Development Parcel. There shall be no minimum required distance between buildings on the PUD-8 Development Parcel and no minimum required distance between buildings situated on the same PUD-8 lot within such Development Parcel. The Planning Board shall approve all such PUD-8 lot sizes and building setbacks. 13.105 Open Space. 8

13.105.1 Subject to the provisions of 13.IV.6 below, at a minimum, twenty percent (20%) of the land area within the PUD-8 Development Parcel shall be Public Open Space or Publicly Beneficial Open Space, which may be located in the PUD-8 District and/or within 1,000 feet of the PUD-8 District, subject to the further standards set forth below (the "Minimum Open Space"). 13.105.2 To the extent that the Minimum Open Space requirement is to be satisfied, in whole or in part, with Public Open Space or Publicly Beneficial Open Space that is located outside of the PUD-8 District, the developer shall demonstrate that the developer (or its affiliates) has historically contributed to, or is committed to contributing to, the creation of such Open Space (e.g., through a financial contribution to, or development ot, such Open Space). 13.106 Parking and Loading. Development in the PUD-8 District shall conform to the off- street Parking and Loading Requirements set forth in Article 6.000, and in the Schedule of Parking and Loading Requirements applicable to the Residence C-3, Office 3, Business B and Industry B districts, except as modified by this Section 13.106 below. With regard to uses contained within new commercial buildings, provided that the requirements of Section 6.23 of the Ordinance are met, the parking requirements of this Section 13.106 may be satisfied (a) anywhere in the PUD-8 District or, if located outside of the PUD-8 District, within 2,000 feet of the use being served, notwithstanding anything to the contrary contained in Article 6.000; and (b) in total or in part by a lease agreement, occupancy agreement, license or other comparable legal instrument between the developer and the City, other public entity or private owner or consortium for use of parking spaces in the public or pooled private parking facilities within said area. 13.106.2 All parking provided within an approved PUD-8 shall be considered collectively accessory to all approved uses within such PUD and the PUD-8 District. Notwithstanding anything to the contrary in Article 6.000, this Ordinance shall not restrict the management and assignment of parking spaces in a way that will most efficientiy utilize the existing and proposed parking spaces to serve all approved uses. 13.106.3 Minimum Parking. Minimum parking for a PUD-8 shall be determined by applying the rates set forth below to each use within the PUD-8 and taking the summation of the result for all uses. For any use not listed below, the minimum parking ratio set forth in Article 6.000 shall apply. (a) Minimum of 1.0 space per 1,125 square feet of retail, consumer service and restaurant use on the ground floor. (b) Minimum of 1.O space per 1,800 square feel of retail, consumer service and restaurant use above the ground floor. (c) Minimum of 0.5 spaces per 1,000 square feet of GFA for office use. (d) Minimum of 0.4 spaces per 1,000 square feet of GFA for laboratory use. 9

(e) Minimum of 0.25 spaces per residential dwelling unit. In approving a Final Development Plan for the PUD-8 Development Parcel, the Planning Board may waive any minimum parking requirements applicable in the PUD- 8 District and the underlying Zoning District. The Planning Board may approve arrangements for shared parking of residential parking spaces with commercial spaces. Notwithstanding the foregoing, the Planning Board may, upon the developer's submission of an updated Transportation Impact Study and other relevant information on parking demand, further reduce and/or waive the minimum parking requirements in the event that parking demand decreases following submission and/or approval of any PUD-8 Final Development Plan. 13.106.4 Maximum Parking. Maximum allowed parking for a PUD-8 shall be limited by applying the rates set forth below to each use within the PUD-8 and taking the summation of the result for all uses. For any use not listed below, the maximum parking ratio set forth in Article 6.000 shall apply. (a) Maximum of 5.0 spaces per 1,000 square feet of retail, consumer service and restaurant use. (b) Maximum of 0.9 spaces per 1,000 square feet of GFA for office use. (c) Maximum of 0.8 spaces per 1,000 square feet of GFA for laboratory use (d) Maximum of 1.0 space per residential dwelling unit. In approving a Final Development Plan for the PUD-8 Development Parcel, the Planning Board may waive any maximum parking requirements applicable in the PUD- 8 District and the underlying Zoning District. 13.106.5 Shared Parking Study. A Development Proposal for development in the PUD-8 District shall include an analysis of anticipated parking demand for all uses in the development throughout the course of a typical day and week. This analysis may identify opportunities for reducing the total amount of parking required to serve all uses through Lises. Loading. The Planning Board, in its approval of a Final Development Plan, may waive any requirements for the amount, location and design of loading facilities within the PUD-8 Development Parcel, and may permit loading facilities to be shared across various uses and PUD-8 lots within the PUD-8 District or adjacent PUD-4 Districts. 13.106.7 Bicycle Parking. Bicycle parking shall be provided in accordance with Section 6.100 of this Zoning Ordinance.

13.107 Special Requirements, Conditions and Standards Applicable to Certain Development Authorized by the Planning Board in East Cambridge. 13.107.1 Active Uses. Final Development Plans shall enhance the public pedestrian usage of the sidewalks and create a sense of neighborhood continuity by providing an interesting, lively and active presence at street level. Accordingly, the portion of ground floors of new buildings in the PUD-8 District immediately fronting on First Street (excluding those areas of such ground floors utilized for lobbies and entrances to parking and/or loading areas) shall be planned, designed, and constructed to contain Active Uses as required below. (a) Definition of Active Uses. For purposes of this Section 13.100, "Active Uses" means: 1. Any use listed in Sections 4.35 and 4.36; and 2. Any other use which the Planning Board determines meets the goals of this Section 13.107.1(a). 13.107.2 Rooltop Mechanical Equipment Noise Mitigation. Sound emanating from rooftop mechanical equipment on all new or substantially altered structures in an approved Final Development Plan shall be minimized by the adoption of best available and feasible practices regarding the location and sizing of equipment, the selection of equipment and sound attenuation measures. At a minimum, any noise or vibration emanating from new commercial or substantially altered commercial buildings shall not be normally perceptible without instruments at a distance of one hundred (100) feet from the source lot line and shall comply with the provisions of the City of Cambridge Noise Ordinance applicable to Commercial Areas (as such term is defined in the Noise Ordinance). In order to enforce these requirements, the developer shall provide, in addition to a Noise Mitigation narrative required as part of Article 19.000 review, acoustical reports prepared by a professional acoustical engineer as described below: Prior lo and as a condition of the issuance of the first certificate of occupancy for a new or substantially altered commercial building, an acoustical report, including field measurements, demonstrating compliance of such building with all applicable noise requirements; and (b) Prior to obtaining any building permit to add any new equipment having a capacity greater than five (5) horsepower to the rooftop, a narrative report demonstrating that there will be continued compliance with all applicable noise requirements after such addition, and upon completion of such addition and as a condition thereof, an acoustical report, including field measurements, demonstrating such compliance. 13.107.3 Sustainability. New buildings constructed within the PUD-8 District shall comply with the provisions of Section 22.20 of the Zoning Ordinance. For the core and shell of newly constructed office and lab buildings, compliance with LEED standards at the Gold level or better is required to the maximum extent practicable. 11

New buildings in the PUD-8 District must incorporate an integrated design approach and incorporate the best practices for meeting sustainability in the following seven (7) areas: Energy and Emissions. Each new building must conserve building energy and, to the extent practicable, reduce carbon/GHG emissions. The developer, with each new bullding within the POD-& District, will evaluate the potential for on-site energy generation or the construction of co-generation facilities within the PUD-8 District in the context of ownership, economic viability and phasing constraints. (b) Urban Site and Landscaping; Water Management. The Developer, for each new building, must explore opportunities for potable water use reductions and the ability to enhance indigenous plantings in and around the project site. (C) Cool Roofs. All new buildings approved in the PUD-8 District must employ Functional Green Roofs (as such term is defined in Article 22.000 of this Zoning Ordinance), high-albedo "white" roofs, or a functionally equivalent roofing system. (d) Monitoring. All new buildings in the PUD-8 District shall be required to conform to the requirements of the Cambridge Building Energy Use Disclosure Ordinance, Chapter 8.67 of the Municipal Code. (e) Healthy Living and Working. All new buildings in the PUD-8 District shall provide people with access to daylight and enhance the visual and thermal comfort of people living within the PUD-8 District. (1) Transportation. Final Development Plans within the PUD-8 District shall encourage multimodal transportation, provide facilities for cyclists and provide an infrastructure to support alternative energy vehicles. (g) In connection with the approval of a Final Development Plan or in connection with the granting of a PUD or other special permit pursuant to this Zoning Ordinance, the Planning Board may grant dimensional and other zoning relief in order to permit the construction of a co-generation facility or other energy systems that allow developments to develop shared solutions to minimize energy usage. 13.107.4 PUD-& Guidelines and Principles. (a) To the extent reasonably practicable, new buildings constructed within the PUD- 8 District shall be generally consistent with: (i) the policy objectives set forth in the Eastern Cambridge Planning Study dated October 2001; (ii) the guidance provided in the Eastern Cambridge Design Guidelines dated October 15, 2001; and (ili) the East Cambridge Riverfront Plan dated Spring 2011 (collectively, the "PUD-8 Guidelines and Principles"); provided however that new buildings constructed within the PUD-8 District shall be generally consistent with the following provisions in lieu of the provisions pertaining to height, setback, stepbacks and materials in the PUD-8 Guidelines and Principles: 12

i. Height: A diversity of height and massing as permitted in Section 13.104.3 is encouraged to create a rich and varied skyline along streets abutting the Development Parcel. Buildings fronting on First Street are encouraged to establish a recognizable base, activated by commercial, residential, retail, dining and entertainment uses, of a scale and proportion to support an active, pedestrian-oriented public realm. 2. Buildings along First Street are encouraged to maintain the prevailing treet wall, except where the opportunity to enhance the public realn y setting back the ground floor up to 10 feet is beneficial to the use enjoyment and safety of the area. 3. Buildings along First Street are encouraged, when possible, to create separation between buildings and to adopt massing strategies within the building facades to create visual interest on the street. 4. Mechanical penthouses, attic stories and other architectural treatments may be utilized to create tops to the buildings that will contribute to a varied skyline and unique reading of each building. ii. Stepbacks: New buildings along major public streets (which, for the purposes of the PUD-8 District, shall mean First Street) shall not be subject to any mandatory stepback requirements provided such buildings utilize bays, balconies, setbacks as in Section 13.107.4(a)(i)(1), tapers, cornices, and other architectural devices to establish scale compatible with the neighboring structures, and to modulate the massing of the buildings so that they are read as distinct and individual buildings. iii. Materials: A diversity of materials is encouraged to further contribute to the reading of individual buildings along First Street, Cambridgeside Place and Land Boulevard. 1. Exterior finishes may include high quality and durable materials such as, but not limited to, brick, terra cotta, natural and cast stone, high performance concrete panels and cast shapes, flat and patterned metals, and curtain wall. In its approval of a Final Development Plan, the Planning Board may make a determination that one or more provisions of the PUD-8 Guidelines and Principles are inapplicable to new buildings to be constructed within the PUD-8 District. 13

LEGEND: EXISTING PARCELS PUD-8 DISTRICT BASE HEIGHT MID ZONE HEIGHT 2.22 EXTERIOR ZONE HEIGHT HIGHWAY CAMBRIDGE PARKWAY EDWIN H. LAND BOULEVARD MONSIGNOR OBRIEN LECHMERE CANAL BASE: MID ZONE HEIGHT HEIGHT FIRST STREET OTIS STREET BENT STREET SPRING STREET CHARLES STREET THORNDIKE STREET 0 200° 100' 400' SCALE: 1"= 200' 143-3659-18001 Project No.: Date: January 23, 2019 TETRA TECH Tt T.AB. Designed By: Building Height Map for the www.tetratech.com PUD-8 District 100 Nickerson Road Marlborough, MA 01752 Map 13.101 Phone: [phone removed] Fax: [phone removed] Bar Measures 1 Inct

LEGEND: EXISTING PARCELS PUD-8 DISTRICT HIGHWAY CAMBRIDGE PARKWAY EDWIN H. LAND BOULEVARD MONSIGNOR O'BRIEN --: LECHMERE CANAL FIRST STREET BENT OTIS STREET STREET SPRING STREET THORNDIKE STREET CHARLES STREET - - -• 0 100' 400° 200' SCALE: 1" = 200' 143-3659-18001 Project No.: Date: TETRA TECH January 23, 2019 Tt Proposed PUD-8 Zoning District Designed By: T.A.B. www.tetratech.com 100 Nickerson Road Marlborough, MA 01752 Map 13.100 Phone [phone removed] Fax: [phone removed] Bar Measures 1 Inch