a report from Councillor Dennis J. Carlone and Councillor Craig A. Kelley, Co-Chairs of the Ordinance Committee, for a public hearing held on January 30, 2019 to discuss a petition filed by Joseph T. Maguire, Alexandria Real Estate Equities, Inc. to amend the Zoning Ordinance by creating the Grand Junction Pathway Overlay District adjacent to the Grand Junction Railroad right-of-way between Binney and Cambridge Streets

ATMACNMENTA ONIGInAL .3.2.a ALEXANDRIA t0120 BY HAND g'!. 80 204 00 1Z November 29, 2018 Pathway Overlay District) Donna Lopez City Clerk Cambridge City Hall Juncti 795 Massachusetts Avenue - Cambridge, MA 02139 Re: Zoning Petition-Grand Junction Pathway Overlay District Dear Ms. Lopez: On behalf of the Alexandria Real Estate Equities, Inc., and the owners of affected land, 1 am pleased to submit the enclosed zoning petition proposing the Grand Junction Pathway Overlay District adjacent to the Grand Junction railroad right-of-way between Binney and Cambridge (APP 2018 #351 : Grand Streets. Thank you for your attention to this matter. Alexandria Real Estate Equities, Inc. Attachment: Zoning Grand Junciton Overlay_12.3.2018 Alexandria Real Estate Equities, Inc. 400 Technology Square, Suite 101 | Cambridge, MA 02139 [phone removed] | www.are.com Packet Pg. 190

3.2.a Grand Junction Pathway Overlay District Zoning Amendment The undersigned owners of land to be affected by this Petition, hereby petition the Cambridge City Council as follows: 1. To see if the City Council will vote to amend the Zoning Map of the City of Cambridge as follows: That the following area begiuning at a point at the Northerly boundary of Binney Street and the Westerly boundary of Fulkerson Sireet continuing North Westerly along Binney Street approximately Two Hundred and Seventy-Eight (278) feet, then continuing North Easterly proximately 694 feet along the Easterly boundary of the railroad right-of-way, then continuir outh Easterly approximately 240 feet to Fulkerson Street, then continuing South Wester approximately 807 feet, returning to the point of origin, which area includes approximately 163,284 square feet of Tax Parcel 31-20 and 22,627 square feet of Tax Parcel 32-52; and The area beginning at a point at Northerly boundary of Binney Street and the railroad right-of- way continuing North Easterly approximately One Thousand, Seven Hundred and Thirty-Nine (1,739) feet along the Westerly boundary of the railroad right-of-way, then North Westerly. fourteen (14) feet, then South Westerly approximately Four Hundred and Eighty (480) feet, generally parallel to the Westerly boundary of the railroad right-of-way, then North Westerly Three (3) feet, then South Westerly approximately Seven Hundred and Forty-Four (744) feet, then South Easterly approximately Three (3) feet, then South Westerly Five Hundred and Eight (508) feet to Binney Street, then South Easterly approximately Fourteen (14) feet along Binney Street to the point of origin, which area includes approximately 7,133 square feet of Tax Parcel 33-110, all 12,789 square feet of Tax Parcel 33-111 and 6,720 square feet of Tax Parcel 37-126; The arca beginning at a point at the Southerly boundary of Cambridge Street and the Westerly boundary of the railroad right-of-way continuing North Westerly Fifty-Eight (58) feet then continuing South Westerly approximately Fifty (50) feet, then continuing South Easterly approximately Pifty-Eight (58) feet to intersect with the Westerly boundary of the railroad right- of-way, then North Easterly approximately Fifty (50) feet to the point of origin, which area includes approximately 300 square feet of Tax Parcel 37-126 and all 2,600 square feet of Tax Parcel 37-88, be rezoned to create a new overlay zoning district entitled the Grand Junction Pathway Overlay District. To see if the City Council will vote to amend Arlicle 20 of the Zoning Ordinance of the City of Cambridge by adding the following text at the end of Article 20 as presently ordained: 20.1000 Grand Junction Pathway Overlay District 20.1001 Establishment and Scope. Attachment: Zoning Grand Junciton Overlay_12.3.2018 (APP 2018 #351 : Grand Junction Pathway Overlay District) There is hereby established the Grand Junction Pathway Overlay District, which is governed by the regulations and procedures specified in this Section 20.1000. It is the intent of this Section 1 Packet Pg. 191

3.2.a that these regulations will apply to land within the Grand Junction Pathway Overlay District, which is comprised of Grand Junction Land and Development Land, as defined below. 20.1002 Purpose. It is the purpose of the Grand Junction Pathway Overlay District to augment base zoning and promote the development of a public pathway along the Grand Junction railroad right-of-way in connection with high quality development consistent with development along the Binney Street corridor. The October 2001 East Cambridge Planning Study identified the Grand Junction corridor as a means to provide a significant transportation and recreational resource and enhance non-auto mobility in the City. The October 2006 Grand Junction Rail-with-Trail Feasibility Study highlighted the public benefits of the pathway, including recreation and open space, but noted that acquiring rights in the land to develop the pathway was a key limiting issue. The August 2017 Final Report of the Kendall Square Mobility Task Force underscored the importance of enhancing non-auto mobility in the City and the Grand Junction Pathway in meeting that goal. The Grand Jumction Pathway Overlay District will facilitate the City's efforts to secure long term public access to certain land in the Grand Junction Pathway Overlay District by incenting development consistent with development along the Binney Street corridor. A project meeting the requirements of this Section will provide open space, recreational opportunities, a corridor for non-auto traffic in the City, as well as high quality development, and promote the goals of public health, safety, welfare and economic development. 20.1003 Applicability. Development in the Grand Junction Pathway Overlay District shall be controlled by the regulations governing the Industry A-1 District, except as modified by the requirements of this section 20.1000, which shall apply in lieu of the regulations of the Industry A-1 District. Where the regulations applicable to the Industry A-1 District differ from the requirements of this Section 20.1000, the provisions of this Section shall apply. The Grand Junction Pathway Overlay District shall be. established on the Zoning Map of the City, of Cambridge pursuant to the provisions of Section 3.20. 20.1004 Procedure. Construction, use and development under this Section shall be authorized by Special Permit granted by the Planning Board. In granting a Special Permit under this Section 20.1000, the Planning Board shall find that the intent of this Section has been satisfied and find that provision has been made for the conveyance to the City, or a designee thereof, by fee or easement, of interests in certain land as described herein for the development of the Grand Junction pathway between Binney Street and Cambridge Street. Required Conveyance of Grand Junction Land. 20.1005 Attachment: Zoning Grand Junciton Overlay_12.3.2018 (APP 2018 #351 : Grand Junction Pathway Overlay District) 2 Packet Pg. 192

3.2.a In connection with a Special Permits) granted pursuant to Section 20.1000, conveyance to the City, or its designee, of the following land for use on the Grand Junction pathway, by fee or easement, shall be required or have already been made: (a) Tax Parcel 37-88, comprising approximately 2,000 square feet, and known as 686 Cambridge Street; (b) A fourteen (14) foot wide strip of land along the east boundary of Tax Parcel 37-126, beginning at the north boundary of Tax Parcel 33-111 and continuing approximately 480 feet, and then the land between the east boundary of Tax Parcel 37-126 and the west boundary of Tax Parcel 37-88, continuing approximately fifty (50) feet to Cambridge Street, comprising a total of approximately 7,020 square feet; and (c) A fourten (14) foot wide strip of land along the east boundary of Tax Parcel 33-110 bordering the Grand Junction railroad right-of-way beginning at Binney Street and continuing approximately 511 feet to the south boundary of Tax Parcel 33-111 and Tax Parcel 33-111, comprising a total of 19,922 square fect. The land described in subparagraphs (a)-(c) is hereby defined as "Grand Junction Land." Other Matters--Grand Junction Land. 20.1006 The Grand Junction Land shall be conveyed to the City, or its designee, by fee or easement: (i) such that environmental condition of the Grand Junction Land poses No Signiticant Risk, as defined under 310 C.M.R. 40.0006, to future users of the land given its intended use as a public pathway; (ii) subject to encumbrances which do not interfere with thie use of the land for its intended purpose; and (iil) subject to a reservation of Grantor to grant subsurface utility easements. Dimensional nonconformity, including setbacks, arising directly from the conveyance of Grand Junction Land hereunder is waived. 20.1007 Development Land. "Development Land" within the Grand Junction Pathway Overlay District consists of approximately 163,284 square feet of Tax Parcel 31-20 [known as 303 and 345 Binney Street] and 22,827 square feet of Tax Parcel 32-Lot 52, comprising a total of approximately 185,911 square feet ("Development Land Lot Area"). Permitted Uses. 20.1008 Uses permitted in the Industry A-1 District shall be equally allowed in the Development Land. After conveyance pursuant to Section 20.1011, Grand Junction Land shall be used for Public Open Space. 20.1009 Dimensional Requirements. Attachment: Zoning Grand Junciton Overlay_12.3.2018 (APP 2018 #351 : Grand Junction Pathway Overlay District) 20.1009.1 Floor Area Ratio. The maximum Floor Area Ratio for the Development Land shall be 2.5. The total lot area for the purposes of calculating the developable Gross Floor Area 3 Packet Pg. 193

3.2.a of the Development Land shall include, in addition to the Development Land Lot Area, the area of the Grand Junction Land, i.e., a total of 29,542 square feet. 20.1009.2 Gross Floor Area Exemptions. The following shall be excluded from the calculation of Gross Floor Area for the purpose of meeting the requirements set forth in this Section or elsewhere in this Ordinance: (a) area under any building canopy or roof projection; and (b) area utilized for any building atrium. "Atrium" is defined to mean an entrance hall or foyer and common area in a modern building, rising through more than one story and having a roof. 20.1009.3 Height. The maximum height of a building permitted on the Development Land shall be 120 feet. 20.1009.4 Setbacks. There shall be no minimum required front, real or side yard setbacks, except that no above grade building shall be constructed within twenty-five (25) feet of the westerly boundary of Tax Parcel 31-20. 20.1009.5 Transfer of Remaining Gross Floor Area. After conveyance of the Grand Junction Land pursuant to Section 20.1011, and upon issuance of'a Special Permit pursuant to Article 21.000, any remaining developable Gross Floor Area may be transferred to any lot that may not be contiguous or held in common ownership for uses authorized in the Grand Junction Pathway Overlay District, provided that such receiving lot(s) is located within three thousand (3,000) feet of any portion of the Grand Junction Pathway Overlay District. In any proceeding under Article 21.0000 1o transfer remaining Gross Floor Area, the Planning Board shall establish, in addition to the requirements under Section 21.13.12, that conveyance of the Grand Junction Land satisfies Section 21.13.12(3). 20.1010 Parking-Parking Ratio. Parking shall be at a ratio no greater than 0.8 spaces per 1,000 feet of Gross Floor Area for technical office for research development laboratory or research facility (see Section 4.34(f) of the Ordinance). 20.1011 Timing of Grand Junction Land Conveyance. The Grand Junction Land shall be dedicated to the City per Section 20.1005 no later than the issuance of the Certificate of Occupancy for the first building constructed on the Development Land pursuant to a Special Permit granted pursuant to this Section 20.1000. 20.1012 Project Review. In granting approval for a building or buildings under Article 19, the Planning Board may approve buildings for which physical design information is presented in conceptual form, subject to later design review and approval by the Planning Board and a finding that final design of such building(s) is consistent with Section 19.30, as applicable. Attachment: Zoning Grand Junciton Overlay_12.3.2018 (APP 2018 #351 : Grand Junction Pathway Overlay District) 4 Packet Pg. 194

3.2.a Respectfully submitted, 303/345 Binney Street Map 31, Lot 20 ARE-MA REGION NO. 61, LLC, a Delaware limited liability company Alexandria Real Estate Equities, L.P., a Delaware limited partnership, managing member By: ARE-QRS. Corp., a Maryland corporation, general partner By: Nam Jackie Ciet Title: Senior Vice President RE Legal Affairs 353 and 353R Binney Street Map 33, Lots 110 and 111 By its Owner, ARE-MA Region No. 58, LLC, a Delaware limited liability company By: Alexandria Real Estate Equities, L.P., a Delaware limited partnership, managing member By: ARE-QRS. Corp., a Maryland corporation, general partner By:_ Name: Title: Senior Vice President RE Legal Affairs Attachment: Zoning Grand Junciton Overlay_12.3.2018 (APP 2018 #351 : Grand Junction Pathway Overlay District) Packet Pg. 195

3.2a 686 Cambridge Street Map 37-Lot 88 By its Owner, RUNNING BROOK ASSOCIATES, LLC, a Delaware limited liability company By: Alexandria Real Estate Equities, L.P., a Delaware limited partnership, managing member By: ARE-QRS. Corp., a Maryland corporation, general partner By: Name: Title: Senior Vice President RE Legal Affairs Attachment: Zoning Grand Junciton Overlay_12.3.2018 (APP 2018 #351 : Grand Junction Pathway Overlay District) Packet Pg. 196

• Feet 1.000 750 500 250 poste OS IA+1 Attachment: Zoning Grand Junciton Overlay_12.3.2018 (APP 2018 #351 : Grand Junction Pathway Overlay District) Proposed Grand Junction Pathway Overlay District Packet Pg. 197

CALEXANDRIA nboj JANUARY 30, 2019 ZONING PETITION ORDINANCE COMMITTEE GRAND JUNCTION OVERLAY DISTRICT

OS 1A-2 ALEXANDRIA nbbj -1 Br Proposed Grand Junction Pathway Overlay District 0-37 IA-1 TA31 PUD-4C SEId 642B GOBIN OS OS 250 500 750 BB 1,000 Feet GRAND JUNCTION GREENWAY Proposed Overlay District BA /PUD-41

ALEXANDRIA nbbj FORMER SITE CONDITION The Corner of Binney Street and Fulkerson Street

ALEXANDRIA. nbbj FORMER SITE CONDITION Looking East Along Binney Street

ALEXANDRIA nbbj GATE FORMER SITE CONDITION Looking At The Site From Fulkerson Street Towards The Garage

GAL EO GALILEI WAY ALEXANDRIA nbbj ROGERS STREET CHARLES STREET EXISTING PROPERTY LINES

GALILEO GALILEI WAY ALEXANDRIA BINNEY STREET inbbj ROGERS STREET • CHARLES STREET PROPERTY OWNERSHIP AFTER POTENTIAL LAND SWAP

ALEXANDRIA nbbj Jan Oct Nov Dec Sept • CRA • ECPT • ECPT • ECPT • ECBA Block Party Mass Bike • Planning Board Livable Streets Boston Cyclist Union Cambridge Bike Safety • Filed Zoning Petition • Ordinance Committee • Wellington Harrington Friends of Grand Junction Path Community Meetings • Linden Park/Wellington Harrington • Linden Park/Wellington Harrington • Linden Park/Wellington Harrington Cycling Community Outreach

DALEXANDRIA | nbbj CHARLES STREET SITE PLAN - BUILDING FOOTPRINT - 120'

BINNEY STREET ENTEY PARKING ROGERS.ST ALEXANDRIA. nbbj BENT ST. ENTRY LOADING FULLERSOH STREET 306' ZONING DISTRICT BOUNDARY BARRIER ACOUSTiC CHARLES ST. ExsTiNg PRoPPETY LINE BUILDING FOOTPRINT - 120'

90 ft 95 ft 350 ft 150 ft 300 Binney St.: 135 Broadway S. 15 Cambridge Ctr. 135 Broadway N. " 250 ft Akamai 75ft ALEXANDRIA 225 Binney St. 110ft nbbj 70 ft Draper Labs 120 ft 301 Binney St. 325 Binney St. 120 ft Amgen 70 ft 320 Bent St. (One Kendall Sq, Bidg 1000) 65 ft Garage One Kendall Sa 325 Binney Under Construction Permitted/Proposed GRAND JUNCTION GREENWAY Existing & Proposed Development Height Comparisons

ALEXANDRIA nbbj Multi-Use Path Grand Junction Greenway

(Existing Path) Tech. Square BROADWAY (Planned Path, construction underway) BINNEY ST City of Cambridge ALEXANDRIA 225 Binney ROGERS ST One Kendall Square 6TH ST 325 Binne BENT ST nbbj 399 Binney OKS Garage ARE Controlled CHARLES ST Cinema (Proposed Connection, ~1,800 If) SPRING ST THORNDIKE ST FULKERSON ST OTIS ST IS BUSTE CAMBRIDGE ST GRAND JUNCTION GREENWAY Existing, Planned, & Proposed Segments | Key Local Connections

0 500 2,000 Feet & GJ Path extensions Planned Community Path Proposed GJ Path connection of Community Path & GJ Path Publicly accessible open space Extent of Grand Junction Rail Corridor Existing & Under Construction Portions Bike Path Connection Yards, and Paul Dudley White Proposed West Station, Beacon p LALEXANDRIA nbbj Community Path (Minuteman Bikeway connection) (MIT Commitment) Proposed Connection Commitment) City of Cambridge Construction) (Existing/Under • White Bike Path Station and Paul Dudley Future connection to North GRAND JUNCTION GREENWAY Planned & Existing Sections & Connections

ALEXANDRIA Cambridge St nbbj Broadway Binney St tions of Path Harrington Key Corridors Wellington-... Proposed Grand ELE DOO Junction Path Addition Existing/Proposed City Por- GRAND JUNCTION GREENWAY Key Routes & Connections

ALEXANDRIA. GRAND JUNCTION GREENWAY Existing Condition 686 Cambridge Street

LALEXANDRIA nbbj GRAND JUNCTION GREENWAY Proposed Cambridge Street Gateway

PARCEL LINES PROPOSED PEDESTRIAN / BIKE PATH ALEXANDRIA. PROPOSED LAND OWNERSHIP CHANGE nbbj 0 12 4 22 1 2 20 02 Z> 50 Oili Camb ridge Distance in ft 150 Enabling Land Acquisition GRAND JUNCTION GREENWAY

ALEXANDRIA nbbj CHARLES STREET SITE PLAN - ALTERNATIVE STEPPED FOOTPRINT

ALEXANDRIAT nbbj nbbj BENT STREET CHARLES STREET AERIAL VIEW - ALTERNATIVE STEPPED MASSING

ALEXANDRIA GREENWAY CONTRIBUTION ACCOMMODATE MULTI-USE PATH OF THE LAND TO UNION CONSTRUCTION JOBS 375 APPROXIMATELY GRAND JUNCTION nbbj LOCALLY PERMANENT 1,000+ JOBS ADDED NEW REAL ESTATE 20 YEARS TAX REVENUE OVER $88M+ ENHANCED CYCLING & PEDESTRIAN EXPERIENCE BINNEY STREET CONTRIBUTION OF ~$6.6M BASED ON 440,000 SF INCENTIVE ZONING FEE GRAND JUNCTION OVERLAY DISTRICT Community Benefits

ALEXANDRIA BINNEY STREET 120' ROGERS STREET nbbj 105' BENT STREET 45' CHARLES STREET FULKERSON STREET J в DOC ZONING DIAGRAM

10 y 90 ft 95 ft 150 ft 350 ft 300 Binney St. 135 Broadway S. 135 Broadway N. " 15 Cambridge Ctr. 250 ft Akamai 75ft ALEXANDRIA 225 Binney St. 110ft nbbj 70 ft Draper Labs 120ft 301 Binney St. 325 Binney St. 120 ft Amgen 70 ft 320 Bent St. (One Kendall Sa, Bldg 1000) 65ft Garage One Kendall Sa 325 Binney Under Construction Permitted/Proposed GRAND JUNCTION GREENWAY Existing & Proposed Development Height Comparisons

ALEXANDRIA nbbj CONCEPTUAL RENDERINGS View From Park

ALEXANDRIA nbbj CONCEPTUAL RENDERINGS View Of Building Entrance

CALEXANDRIA nboj CONCEPTUAL RENDERINGS View From The Intersection Of Galileo Way and Broadway

ALEXANDRIA nbbj K CONCEPTUAL RENDERINGS View From Fulkerson Street Courtyard

ATTACHMENTC Amended ADAMS & RAFFERTY ATTORNEYS AT LAW A Professional Association * 907 Massachusetts Avenue Cambridge, MA 02139 James J. Rafferty, P.C. Telephone [phone removed] [email removed] Fax [phone removed] January 29, 2019 Donna Lopez City Clerk Cambridge City Hall 795 Massachusetts Avenue Cambridge, MA 02139 Re: Grand Junction Overlay Zoning Petition Dear Madam Clerk: Please be advised that the Petitioner wishes to amend the above-captioned Zoning Petition by striking the language in Section 20.1009.5 concerning Transfer of Development Rights. A copy of the revised petition is enclosed. Thank you for your attention to this matter. ery truly your JJR/pwo co: Joseph Maguire, Senior Vice President *not a partnership

Grand Junction Pathway Overlay District Zoning Amendment The undersigned owners of land to be affected by this Petition, hereby petition the Cambridge City Council as follows: I. To see if the City Council will vote to amend the Zoning Map of the City of Cambridge as follows: That the following area beginning at a point at the Northerly boundary of Binney Street and the Westerly boundary of Fulkerson Street continuing North Westerly along Binney Street approximately Two Hundred and Seventy-Eight (278) feet, then continuing North Easterly approximately 694 feet along the Easterly boundary of the railroad right-of-way, then continuing South Easterly approximately 240 feet to Fulkerson Street, then continuing South Westerly approximately 807 feet, returning to the point of origin, which area includes approximately 163,284 square feet of Tax Parcel 31-20 and 22,627 square feet of Tax Parcel 32-52; and The area beginning at a point at Northerly boundary of Binney Street and the railroad right-of- way continuing North Easterly approximately One Thousand, Seven Hundred and Thirty-Nine (1,739) feet along the Westerly boundary of the railroad right-of-way, then North Westerly fourteen (14) feet, then South Westerly approximately Four Hundred and Eighty (480) feet, generally parallel to the Westerly boundary of the railroad right-of-way, then North Westerly Three (3) feet, then South Westerly approximately Seven Hundred and Forty-Four (744) feet, then South Easterly approximately Three (3) feet, then South Westerly Five Hundred and Eight (508) feet to Binney Street, then South Easterly approximately Fourteen (14) feet along Binney Street to the point of origin, which area includes approximately 7,133 square feet of Tax Parcel 33-110, all 12,789 square feet of Tax Parcel 33-111 and 6,720 square feet of Tax Parcel 37-126; and The area beginning at a point at the Southerly boundary of Cambridge Street and the Westerly boundary of the railroad right-of-way continuing North Westerly Fifty-Eight (58) feet then continuing South Westerly approximately Fifty (50) feet, then continuing South Easterly approximately Fifty-Eight (58) feet to intersect with the Westerly boundary of the railroad right- of-way, then North Easterly approximately Fifty (50) feet to the point of origin, which area includes approximately 300 square feet of Tax Parcel 37-126 and all 2,600 square feet of Tax Parcel 37-88, be rezoned to create a new overlay zoning district entitled the Grand Junction Pathway Overlay District. • 2. To see if the City Council will vote to amend Article 20 of the Zoning Ordinance of the City of Cambridge by adding the following text at the end of Article 20 as presently ordained: Grand Junction Pathway Overlay District 20.1000 Establishment and Scope. 20.1001 1

There is hereby established the Grand Junction Pathway Overlay District, which is governed by the regulations and procedures specified in this Section 20.1000. It is the intent of this Section that these regulations will apply to land within the Grand Junction Pathway Overlay District, which is comprised of Grand Junction Land and Development Land, as defined below. 20.1002 Purpose. It is the purpose of the Grand Junction Pathway Overlay District to augment base zoning and promote the development of a public pathway along the Grand Junction railroad right-of-way it connection with high quality development consistent with development along the Binney Street corridor. The October 2001 East Cambridge Planning Study identified the Grand Junction corridor as a means to provide a significant transportation and recreational resource and enhance non-auto mobility in the City. The October 2006 Grand Junction Rail-with-Trail Feasibility Study highlighted the public beneits of the pathway, including recreation and open space, but noted that acquiring rights in the land to develop the pathway was a key limiting issue. The August 2017 Final Report of the Kendall Square Mobility Task Force underscored the importance of enhancing non-auto mobility in the City and the Grand Junction Pathway in meeting that goal. The Grand Junction Pathway Overlay District will facilitate the City's efforts to secure long term public access to certain land in the Grand Junction Pathway Overlay District by incenting development consistent with development along the Binney Street corridor. A project meeting the requirements of this Section will provide open space, recreational opportunities, a corridor for non-auto traffic in the City, as well as high quality development, and promote the goals of public health, safety, welfare and economic development. 20.1003 Applicability. Development in the Grand Junction Pathway Overlay District shall be controlled by the regulations governing the Industry A-1 District, except as modified by the requirements of this Section 20.1000, which shall apply in lieu of the regulations of the Industry A-1 District. Where the regulations applicable to the Industry A-1 District differ from the requirements of this Section 20.1000, the provisions of this Section shall apply, The Grand Junction Pathway Overlay District shall be established on the Zoning Map of the City of Cambridge pursuant to the provisions of Section 3.20. 20.1004 Procedure. Construction, use and development under this Section shall be authorized by Special Permit granted by the Planning Board. In granting a Special Permit under this Section 20.1000, the Planning Board shall find that the intent of this Section has been satisfied and find that provision has been made for the conveyance to the City, or a designee thereof, by fee or easement, of interests in certain land as described herein for the development of the Grand Junction pathway between Binney Street and Cambridge Street. 2

20.1005 Required Conveyance of Grand Junction Land In connection with a Special Permits) granted pursuant to Section 20.1000, conveyance to the City, or its designee, of the following land for use on the Grand Junction pathway, by fee or easement, shall be required or have already been made: (a) Tax Parcel 37-88, comprising approximately 2,600 square feet, and known as 686 Cambridge Street; (b) A fourteen (14) foot wide strip of land along the east boundary of Tax Parcel 37-126, 'beginning at the north boundary of Tax Parcel 33-111 and continuing approximately 480 feet, and then the land between the east boundary of Tax Parcel 37-126 and the west boundary of Tax Parcel 37-88, continuing approximately fifty (50) feet to Cambridge Street, comprising a total of approximately 7,020 square feet; and (c) A fourteen (14) foot wide strip of land along the east boundary of Tax Parcel 33-110 bordering the Grand Junction railroad right-of-way beginning at Binney Street and continuing approximately D11 teet to the south boundary of Tax Parcel 33-111 and Tax Parcel 33-111, comprising a total of 19,922 square feet. The land described in subparagraphs (a)-(c) is hereby defined as "Grand Junction Land." 20.1006 Other Matters--Grand Junction Land. The Grand Junction Land shall be conveyed to the City, or its designee, by fee or easement: (i) such that, environmental condition of the Grand Junction Land poses No Significant Risk, as defined under 310 C.M.R. 40.0006, to future users of the land given its intended use as a public pathway; (1) subject to encumbrances which do not interfere with the use of the land for its intended purpose; and (iii) subject to a reservation of Grantor to grant subsurface utility easements. Dimensional nonconformity, including setbacks, arising directly from the conveyance of Grand Junction Land hereunder is waived. 20.1007 Development Land. "Development Land" within the Grand Junction Pathway Overlay District consists of approximately 163,284 square feet of Tax Parcel 31-20 [known as 303 and 345 Binney Street] and 22,827 square feet of Tax Parcel 32-Lot 52, comprising a total of approximately 185,911 square feet ("Development Land Lot Area"). 20.1008 Permitted Uses. Uses permitted in the Industry A-1 District shall be equally allowed in the Development Land. After conveyance pursuant to Section 20.1011, Grand Junction Land shall be used for Publi Open Space 20.1009 Dimensional Requirements. 3

20.1009.1 Floor Area Ratio. The maximum Floor Area Ratio for the Development Land shall be 2.5. The totai lot area for the purposes of calculating the developable Gross Floor Area of the Development Land shall include, in addition to the Development Land Lot Area, the area of the Grand Junction Land, i.e., a total of 29,542 square feet. Gross Floor Area Exemptions. The following shall be excluded from the calculation ot Gross Floor Area for the purpose of meeting the requirements set forth in this section or elsewhere in this Ordinance: (a) area under any building canopy or roof projection; and (b) area utilized tor any building atrium. "Atrium" is defined to mean an entrance hall or foyer and common area in a modern building, rising through more than one story and having a roof. 20.1009.3 Height. The maximum height of a building permitted on the Development Land shall be 120 feet. 20.1009.4 Setbacks. There shall be no minimum required front, rear or side yard setbacks, except inat no above grade building shall be constructed within twenty-five (25) feet of the westerly boundary of Tax Parcel 31-20. 20.1009.5 Frensfer-of Remaining Gross Floor Area, After conveyance of the Grand Junetion Land pursuant to Section 20.1011, and upon issuance of a Special Permit pursuant to Article 21.000, any-remaining developable Gross Floor Area may be transferred to any lot that may not be-contiguous or held in common ownership for uses authorized in the Grand Junction Pathway Overlay District, provided that such receiving lot(s) is located within three thousand (3,000) feet of any portion of the Grand Junction Pathway Overlay District. In any proceeding under Article 21.0000 to transfer remaining Gross Floor Area, the Planaing Board shall establish, in addition to the requirements under Section 21.13.12, that conveyance of the Grand Junction Land satisfies Section 21.13.12(3). 20.1010 Parking-Parking Ratio. Parking shall be at a ratio no greater than 0.8 spaces per 1,000 feet of Gross Floor Area for technical office for research development laboratory or research facility (see Section 4.34(f) of the Ordinance). • 20.1011 Timing of Grand Junction Land Conveyance: The Grand Junction Land shall be dedicated to the City per Section 20.1005 no later than the issuance of the Certificate of Occupancy for the first building constructed on the Development Land pursuant to a Special Permit granted pursuant to this Section 20.1000. 20.1012 Project Review. In granting approval for a building or buildings under Article 19, the Planning Board may approve buildings for which physical design information is presented in conceptual form, subject to later design review and approval by the Planning Board and a finding that final design of such building(s) is consistent with Section 19.30, as applicable. 4

ATTACHMENTD CITY OF CAMBRIDGE Community Development Department To: Planning Board From: Jeff Roberts, Director of Zoning and Development IRAM FAROOQ Assistant City Manager for Date: January 24, 2019 Community Development Re: Alexandria Grand Junction Pathway Overlay Zoning Petition SANDRA CLARKE Deputy Director Overview Chief of Administration Alexandria Real Estate Equities, Inc., has proposed amending the provisions of the KHALIL MOGASSABI Deputy Director Zoning Ordinance to establish a new "Grand Junction Pathway Overlay District" (Section Chief of Planning 20.1000). The district would encompass two non-contiguous areas. One area, referred to in the petition as "Grand Junction Land," encompasses an approximately 14-foot wide strip of land at the western edge of the Grand Junction rail corridor and an approximately 2,600 square-foot parcel at 686 Cambridge Street. The other, referred to as "Development Land," encompasses most of the former Metropolitan Pipe company site at 345 Binney Street (at the corner with Fulkerson), and a portion of an adjacent site at 135 Fulkerson Street. See attached maps. In concept, the petition would enable an exchange of development rights for public benefits. It proposes conveying the "Grand Junction Land" to the City for use as a public bicycle/pedestrian pathway, and in return allowing an increase in the scale of private development on the "Development Land." Planning for a pedestrian/bicycle path along the Grand Junction corridor has been an open space and transportation priority of the City for many years. The concept of an overlay zoning mechanism that would enable and incentivize such a path has been considered by the City and discussed with community members and property owners, although no specific proposal has been considered thus far. The purpose of this memo is to provide background information on various topics related to this petition. It includes three major parts: • A description of the area of proposed rezoning, its current zoning, and the changes that are proposed by the petition (supplemented by attached maps). Information about the "Grand Junction Greenway" initiative. • A summary of past planning work that is relevant to this area. Staff will be available to discuss this information and respond to questions at the hearings. 344 Broadway Cambridge, MA 02139 Voice: [phone removed] Fax: [phone removed] TTY: [phone removed] www.cambridgema.gov

Alexandria Grand Junction Pathway Overlay Zoning Petition - Memo to Planning Board Current and Proposed Zoning The following is a summary of the specific changes proposed. Please refer to the attached maps for reference. Zoning Districts The proposed overlay district encompasses about 215,453 square feet of land area (nearly 5 acres), of which the petition designates 29,542 square feet as "Grand Junction Land" and 185,911 square feet as "Development Land." The proposed overlay district intersects with three base zoning districts - Industry A-1 (IA-1), Residence C-1 (C-1), and Business A (BA). The following table gives the approximate portion of each area contained in each base district. Some of the IA-1 and C-1 portions are also within the Eastern Cambridge Housing Overlay (ECHO) District, as noted below and on the maps. District Portion of "Grand Junction Land" Portion of "Development Land" IA-1 About 31% (also in ECHO) About 71% (also in ECHO) C-1 About 56% (not in ECHO) About 29% (also in ECHO) BA None About 13% '... The table below summarizes the current use and dimensional limitations in those districts. Minimum Open Required Yards General range of Maximum Maximum Floor District allowed uses Area Ratio (FAR) (Setbacks) Height (see map) Space Ratio residential, Non-residential: None 1.25 non-residential 45' non-residential IA-1/ institutional, offices Residential: Formula None 45-85' residential 2.50 residential side and rear yards, and laboratories, ECHO (ECHO) (ECHO) may be reduced to 10' retail, light industrial Formula; at least 10' Residential and 35' 30% 0.75 C-1 front, 7.5' sides, 20' limited institutional rear Non-residential: No residential, 1.00 non-residential |35' non-residential | by formula, at least 20' Non-residential: None / institutional, offices 1.75 residential 45' residential Residential: 15% Residential: Formula; and laboratories, retail Ownership The Petitioner presently controls the area of the proposed zoning, except for the 135 Fulkerson Street site currently controlled by Eversource and a portion of the "Grand Junction Land" owned by the Roman Catholic Archdiocese of Boston (St. Anthony Church). Proposed Changes The overall effect of the proposed overlay zoning would be to limit development on the "Grand Junction Land" to public open space uses, and in exchange for conveyance of that land to the city, to relax some of the zoning limitations and enable increased scale and density of development on the "Development Land." The table on the following page summarizes these effects. Page 2 of 11 January 24, 2019

Alexandria Grand Junction Pathway Overlay Zoning Petition - Memo to Planning Board Development Land Grand Junction Land Current Zoning Zoning Limitations Current Zoning Proposed Zoning Proposed Zoning Allowed Uses By district As allowed in IA-1 By district Public Open Space (see above) (see above) (see above) 28,000 SF non-res. 205,000 SF non-res. 464,777 SF Maximum total 73,855 SF (only to 42,000 SF res. Gross Floor Area 370,000 SF res. be built on (GFA), based on Development Land) (approx.) (approx.) FAR and land area N/A 120' 35-65 by use and 35-85' by use and Maximum height district district N/A 25' adjacent to rail Setbacks By use and district By use and district corridor (see above) (see above) All By use and district None required Open Space By use and district (see above) (see above) Use and Density The petition area primarily consists of vacant industrial or transportation-related land - the largest pre- existing use, the Metropolitan Pipe facility, was recently demolished after the operation was moved to a different site. Uses adjacent to the Development Land include several commercial labs and the One Kendall Square parking garage. To the northwest is the residential "Linden Park" section of the Wellington-Harrington neighborhood, and to the northeast is the public Kennedy-Longfellow School / Ahern Field complex in the East Cambridge neighborhood. The proposed changes would limit the allowed uses in the Grand Junction Land to public open space, but would not significantly change the allowed uses in the Development Land, except that the northern residentially-zoned portion (which currently contains parts of the former Metropolitan Pipe yard and a single-story commercial garage) would allow uses consistent with the adjacent IA-1 district. The petition proposes a maximum FAR of 2.5 for all uses, to be calculated in the aggregate across the district but buildable only on the Development Land. In the aggregate, the total allowed GFA under the proposed rezoning would increase by approximately 305,000 square feet for non-residential uses or by approximately 126,000 square feet for residential uses. Given development trends in Kendall Square, it is expected that commercial office/laboratory would be the owner's preferred use of the site, though the proposed zoning would continue to allow residential, retail, or light industrial uses as currently allowed in the IA-1 district. Height and Setbacks The attached map shows the maximum existing height limits within and surrounding the Development Land, which range from 35-85 feet directly north of Binney Street (mainly for residential uses under the ECHO zoning) to 120-200 feet directly south of Binney Street. The map also shows the approximate heights of existing surrounding buildings (measured to the highest point, which may include mechanical penthouses or other equipment carried above the roofline). The buildings adjacent to the proposed rezoning area north of Binney Street reach a highest point of around 90 feet. The "Amgen building" Page 3 of 11 January 24, 2019

Alexandria Grand Junction Pathway Overlay Zoning Petition - Memo to Planning Board directly to the southwest of the proposed Development Land, an 8-story commercial laboratory building, has a zoning height of 120 feet but a tallest point of 148 feet due to its mechanical penthouse. Current zoning for the Development Land contains few setback requirements, particularly for non- residential uses. The proposed zoning would require a 25-foot setback along the rail corridor. The setback appears intended to avoid construction too close to the rail line, so that it would not preclude the future use of the corridor for passenger rail service (described further below in this memo). Open Space There are different types of open space requirements contained in the Zoning Ordinance. Minimum open space ratios generally are applied to residential uses and intended to provide private open space for residents of the project. Commercial uses are typically not required to provide open space under current base zoning. In larger mixed-use development districts, a ratio of publicly accessible or beneficial open space is often required. This petition does not include an open space percentage, but by requiring the conveyance of the Grand Junction Land for open space purposes, at least 14% (approximately) of the rezoning area would be required to be public open space. The actual percentage could increase if additional open space is provided on the Development Land. Parking The proposed zoning would limit parking tọ a ratio of 0.8 space per 1,000 square feet of technical office (i.e., commercial laboratory) use, which is less than current parking requirements in the IA-1 district (about 0.95 space per 1,000 square feet minimum, 1.9 spaces per 1,000 square feet maximum). It is not specified whether base zoning or other parking requirements are intended to apply to other uses. The proposed ratio is generally consistent with limitations recommended through the Kendall Square ("K2") study process, discussed further in the planning section below. Other Zoning Provisions The petition proposes that areas under building canopies and roof projections, along with building atriums, could be excluded from GFA calculations for zoning purposes. The rationale and intended outcome of this provision should be explained further. Another proposed provision would allow any residual development rights that are not constrúcted on the Development Land to be transferred to another site. This provision somewhat follows the transfer of development rights (TDR) mechanism that already exists in the zoning for this district. However, the current provisions identify specific "receiving districts" where development could be sited, while no receiving districts are specified in the petition. Finally, the petition proposes some variation in the typical project review procedures by allowing the Planning Board to approve a proposal "in conceptual form, subject to later design review and approval by the Planning Board and a finding that final design of such building(s) is consistent with Section 19.30, as applicable." This appears similar to the provision for ongoing design review approval for Planned Unit Development (PUD) projects, but would need to be reviewed further. Page 4 of 11 January 24, 2019

Alexandria Grand Junction Pathway Overlay Zoning Petition - Memo to Planning Board Planning for the Grand Junction Greenway Overview The creation of a multi-use "rail-with-trail" path along the Grand Junction rail corridor has been a planning priority of the City for many years. The path is proposed to run in a shared-use corridor alongside the existing rail tracks from the Boston University Bridge to the Somerville City line, where it would connect to the regional path network at both ends. Such a path would provide an off-road option connecting Cambridge residents to schools, after-school programs, recreational facilities, and the Charles River, and would facilitate connections to Boston, Somerville, and towns further west. The vision of the Grand Junction corridor with a multi-use path alongside the existing tracks was identified as a top priority in the 2000 Green Ribbon Open Space study of possible new parks and open space in the city. The implementation of the multi-use path was also a key recommendation in the August 2017 final report of the Kendall Square Mobility Task Force, which included representatives from MassDOT, MBTA, the City, Cambridge Redevelopment Authority (CRA), MIT, Kendall Square Association, Volpe Transportation Center, East Cambridge Planning Team, East Cambridge Business Association, Friends of the Grand Junction Path, Charles River TMA, and Kendall Square businesses. Zoning Strategy The creation of a zoning overlay district for the corridor was identified as a key implementation strategy in the City's 2007 feasibility study for the Grand Junction multi-use path. It was recognized at the time that much of the land adjacent to the corridor was under private ownership, so the zoning strategy was intended as a long-term approach to creating the conditions that would enable such a path. The actual creation of the path would ultimately require cooperation from multiple private owners. As it has been discussed conceptually, the zoning overlay strategy has three main parts: • Designate a corridor that would accommodate a future multi-use (pedestrian/bicycle) path, providing for its safe operation alongside an active rail line. Based on industry standards for multi-use path design, the desired width for the path would be an unobstructed width of 18 feet, including 14 feet for the two-way path and two-foot shoulders on either side, though narrower widths could be accommodated in some areas. • Apply dimensional standards for development that would not preclude the future creation and functioning of a pathway, while still allowing property owners to utilize development rights elsewhere on parcels. • Provide development incentives to encourage property owners to dedicate portions of the corridor to the City for use as a pathway. Over the past few years, CDD staff reached out to and met with major stakeholder groups and property owners along the corridor to discuss this zoning approach at a conceptual level and to address questions and potential concerns. So far, there have been discussions with the East Cambridge Planning Team, East Cambridge Business Association, Cambridge Housing Authority, Draper Laboratory, Amgen, Alexandria, and MIT. In general, participants have largely agreed that a pedestrian/bicycle greenway Page 5 of 11 January 24, 2019

Alexandria Grand Junction Pathway Overlay Zoning Petition - Memo to Planning Board would be a positive addition to the area, and the response to the zoning approach was supportive in concept, though a detailed proposal was not discussed. Progress and Status To-Date Recent years have seen significant process in the advancement of the Grand Junction Pathway project: • The first segment of the multi-use path, between Main Street and Broadway, opened in 2016 as part of the Grand Junction Park, which was funded jointly by the CRA and by MIT as part of their commitments related to the rezoning of PUD-5 along Main Street. The second section, between Broadway and Binney Street, is currently under design as the new Binney Street Park by Stoss Landscape Urbanism as part of the City's Eastern Cambridge/Kendall Square Open Space planning. This segment has been transferred from CRA to the City as a part of a 2012 agreement with Boston Properties related to modifying the open space covenants applicable in the Kendall Square/Cambridge Center area. The design and construction of the park is funded by a $2,000,000 commitment by Boston Properties as part of the same agreement. The City is in discussion with Amgen regarding their participation in creating this path segment, which is required by the special permit for their building adjacent to the corridor. Stormwater utility improvements planned to precede park construction are currently underway at the site. Construction of the path and park are expected to begin in summer 2019. • The City has allocated $10 million for the design and construction of the multi-use path from Binney Street north to the Somerville line. However, this section of the path is not controlled by the City, but by a collection of entities including MassDOT, the MBTA, Cambridge Housing Authority, and private owners (see further discussion below). • As part of its petition to amend the zoning for the Volpe site, MIT has committed funding of up to $8.5 million and a commitment to provide right-of-way for the path to be developed on land owned by MIT. As MIT is the largest private landowner along the corridor, this commitment accounts for the longest privately-owned portion of the path right-of-way through Cambridge. • In August 2018, the City issued a Grand Junction Multi-Use Path and Conceptual Transit Design RFP for the full design of the multi-use path as well as conceptual design for transit along the entire corridor. The first phase consists of development of a conceptual design for the multi-use path and two-track transit service in the corridor to confirm that the multi-use path can be designed and constructed without precluding potential future two-track transit service. This phase will inform MassDOT's determination to allow all or portions of the multi-use pathway to be constructed within the MassDOT right-of-way. The second phase consists of development of full design documents for the multi-use path. • In December 2018, the City and the Cambridge Housing Authority (CHA) agreed upon a plan that would allow the CHA's redevelopment and modernization of 300 units of housing for elderly and disabled residents at Miller's River Apartments, to include the creation of a brand new building that will house a community room, while allowing the City to acquire and maintain a 10-foot wide easement of 4,820 square feet to accommodate a public multi-use path for the Grand Junction Greenway. Page 6 of 11 January 24, 2019

Alexandria Grand Junction Pathway Overlay Zoning Petition - Memo to Planning Board • The City has just launched a design process, which includes establishing a working group. In parallel, the City is continuing to have conversations with regional stakeholders about regional connections for the multi-use path and possible future transit service. cambridge Si Future regional . ottle St Harvard Yard connections (Somerville, Harvard Square O Cambridge Cambricige Si MID-CAMBRIDGE /Sullivan, North Station) Gole st Harvard St City funding for path • ($10 million) L Munapal Garage Harvard Franklin st * Cambridge City Council Putnam Ave Business track exists Green Si School Path bejng designed as part of H Mart © Broadway Binney Street Park Western Ave 2A Path Constructed (opened 2016, Can sy MIT Museum, 'funded by MIT and CRA) alver 51 © MassachusettS Instituteof MIT Sloan School Longfellow Bridge Technology of Management- MIT funded design and Path not funded construction on MIT Trader Joe's O Thi DCR's Hatch G owned Row (MassDOT ROW) Memorial Shell O Future regional connections (West Beacon St Charles River Chorles River Harvard Bridge H Boston / Reservation IV Station and Gard beyond) -Two tracks exist Boston University- Beacon St 200 Storrow Dr BACK BAY Binney-to-Cambridge Streets Segment This segment of the pathway, which constitutes one of the longest stretches between two public streets, is one of the last remaining segments where there has not been a commitment to create the pathway. From Pacific Street to Binney Street, and from Cambridge Street to the Somerville line, commitments of land (and in some cases funding) have been secured as part of agreements that would also enable the property owner to advance particular development projects. Although these agreements have taken different forms depending on their unique circumstances, they have followed the overall zoning strategy described above by providing an incentive for owners to participate in the creation of the path on their land. The Binney-to-Cambridge Streets segment may also be one of the most difficult to implement, because land along this segment has more varied ownership than other parts of the corridor. Although the City has allocated $10 million for design and construction, the underlying land assembly required would likely be costly and time-consuming if undertaken by the City. The ability of the Petitioner to assemble and convey this land more quickly thus provides value in advancing the pathway. Transit Considerations The potential for future transit service along the Grand Junction Corridor has been raised in the work of the Kendall Square Mobility Task Force and recent discussions with MassDOT. This is still an idea in the early planning stages, and there is no commitment to create such a service. Page 7 of 11 January 24, 2019

Alexandria Grand Junction Pathway Overlay Zoning Petition - Memo to Planning Board • The City has just launched a design process, which includes establishing a working group. In parallel, the City is continuing to have conversations with regional stakeholders about regional connections for the multi-use path and possible future transit service. hambridge St Future regional Harvard Yard connections (Somerville, tarvard Square O cambridge Cambridge St Sullivan, North Station) MID-CAMBRIDGE Gore st Harvard St City funding or sath :28 ($10 million) 5' (2A) First Street Harvard BREE Franklin st Cambridge City Council: 2 Business Green Si School Path bejng designed as part of Broadway H Mart G Binney Street Park Western Ave (2A) diers Path Constructed (opened 2016, MIT Museum "funded by MIT-and CRA) ® Massachuser$ Institute of MIT Sloan School So Longfellow Bridge Techrology of Management- MIT'funded design and construction on MIT- Path not funded Thi Trader des o owned ROW DCR's Hatch O (MassDOT ROW) Memorial Shell Future regiona?. connections (West Beacon 201 Charles River, Boston:/ Harvard Bridge O Station and. Reservation IV Gard beyond - widtracks exist - Boston University. Beacon St BACK BAY abc Binney-to-Cambridge Streets Segment This segment of the pathway, which constitutes one of the longest stretches between two public streets, is one of the last remaining segments where there has not been a commitment to create the pathway. From Pacific Street to Binney Street, and from Cambridge Street to the Somerville line, commitments of land (and in some cases funding) have been secured as part of agreements that would also enable the property owner to advance particular development projects. Although these agreements have taken different forms depending on their unique circumstances, they have followed the overall zoning strategy described above by providing an incentive for owners to participate in the creation of the path on their land. The Binney-to-Cambridge Streets segment may also be one of the most difficult to implement, because land along this segment has more varied ownership than other parts of the corridor. Although the City has allocated $10 million for design and construction, the underlying land assembly required would likely be costly and time-consuming if undertaken by the City. The ability of the Petitioner to assemble and convey this land more quickly thus provides value in advancing the pathway. Transit Considerations The potential for future transit service along the Grand Junction Corridor has been raised in the work of the Kendall Square Mobility Task Force and recent discussions with MassDOT. This is still an idea in the early planning stages, and there is no commitment to create such a service. Page 7 of 11 January 24, 2019

Alexandria Grand Junction Pathway Overlay Zoning Petition - Memo to Planning Board The option that has been discussed most recently would be a two-track passenger rail service, as depicted (along with a future path) in the diagram below that was developed for the Kendall Square Mobility Task Force in 2017 in collaboration with MassDOT. Though this plan may not be final, it is nonetheless in the interest of the City and MassDOT to plan for the pathway and other development along the corridor so that it does not preclude such a future two-track transit service. 14'-0° .. Fence 8'-6" 14' 8'-6" 10'- 14 22 Multi-Use 31' Double Rail Track Barrier Path Shoulder 47' - 51 Total ROW Width Required without Platforms From a zoning standpoint, this means that development should be set back to allow for necessary widening of the rail corridor without constraining the path so much that it could not be safely accommodated. It also means that any zoning or other regulatory limitations on the pathway should be flexible enough to allow for potential future transit stations or other necessary transit functions that might be needed to accommodate the rail service alongside the pathway. There may be a concern if the uses along the corridor are limited to public open space, which may prohibit stations or other structures or uses that are ancillary to the transit service. Planning for Development in Eastern Cambridge / Kendall Square This area of Cambridge has been the subject of different planning efforts in recent decades, which inform the review of this petition in various ways. Some of the past planning efforts for the area are summarized below. ECaPS In 2001, the Eastern Cambridge Planning Study (ECaPS) identified this area north of Binney Street as a "Transition Area," referring to the physical transition from Kendall Square to the traditional East Cambridge neighborhood, as well as the area's transition over time from light industrial land use patterns to a mix of more modern commercial and residential uses. The zoning that resulted from this study created height and density incentives for housing (through the ECHO district) while continuing to allow commercial, retail, and industrial uses. The adopted zoning also introduced transfer of development rights (TDR) provisions, particularly to facilitate the creation of public open space and housing; however, the current TDR zoning has not been utilized thus far. The ECaPS process also resulted in the Eastern Cambridge Design Guidelines, which translate the goals of the study into more specific objectives that are considered when projects are reviewed by the Planning Board. Page 8 of 11 January 24, 2019

Alexandria Grand Junction Pathway Overlay Zoning Petition - Memo to Planning Board Alexandria Rezoning In 2007, Alexandria proposed a rezoning of several sites along Binney Street that were intended to increase the allowed density and height for commercial lab uses (which were already a common development pattern in the surrounding area in exchange for public benefits, including the conveyance of land and funding for new public parks. This proposal initiated a working process involving Alexandria, residents, planners, and the City Council to consider the proposal and discuss planning priorities. In 2009, the City Council adopted a zoning petition that enabled Alexandria to construct about 1.5 million square feet of commercial space while requiring land and funding for about 2.5 acres of public open space on two sites, a full reconstruction of the streetscape along Binney Street, construction of 220,000 square feet of mixed-income housing, and conveyance of the Foundry Building to the city. This plan is now in its last phases of construction. K2 Study In 2011-2013, the City conducted the "K2C2" Planning Study for Kendall Square and Central Square, producing separate plans and design guidelines for each area. The area of the current rezoning proposal is just outside the formal boundaries of the "K2" study area, and therefore the K2 study did not model additional development on this particular site. However, the plan did include the Grand Junction pathway as a desired open space and transportation improvement. Though the K2 study does not discuss this site specifically, it does provide a set of general principles meant to guide future development in the Kendall Square area. These principles have been incorporated into the new zoning for districts within the study area, and some may be relevant to the consideration of this site. Some of these principles have also been reinforced or enhanced by more recent planning work, including the recently completed Envision Cambridge comprehensive study. The summary below provides an overview of key issues: • Active Ground Floors: As the area evolves from an office district to a more urban mixed-use downtown, the K2 plan emphasizes ground floors that are welcoming to the broader public and foster a sense of activity at all times of day. Priority areas for active ground-floor retail include Main Street, Broadway, Third Street, and Ames Street. Binney Street is not necessarily a priority, and there may be concerns about spreading retail in the area too thin. However, there may still be potential for activity along key pedestrian routes between the neighborhood and Kendall Square, or connecting to the retail at the adjacent One Kendall Square complex. Activating ground floors adjacent to public open space is also a key consideration in the K2 plan. • Open Space: Publicly accessible open space within development sites has been a component of Cambridge's planning for many years, but the K2 plan suggested that open space planning in the Kendall Square should focus on creating an interconnected public space system rather than a collection of stand-alone spaces within large parcels. This means prioritizing not just the amount of open space created but connections to other public spaces. After the K2 study, the City launched another process called "Connect Kendall Square," completed in 2015, in which planning and design teams competed to produce an open space framework plan for the area. The K2 plan and the Connect Kendall Square framework also emphasized the importance of programming to activate open spaces, which might require creative mechanisms for ongoing funding. January 24, 2019 Page 9 of 11

Alexandria Grand Junction Pathway Overlay Zoning Petition - Memo to Planning Board • Urban Design: Designing sites and buildings to fit the desired urban patterns of Kendall Square, while also accommodating the market desire to maximize commercial floor space, was a major challenge of the K2 study. The resulting Kendall Square Design Guidelines call for an approach to urban design that prioritizes the "streetwall," with the base portion of buildings (up to about 85' on major streets, 45' on secondary streets) meeting the street in a way that provides intimacy but also allows enough setback for comfortable sidewalk widths, plantings, street furniture, and in some cases active outdoor seating or transportation amenities. Taller portions of buildings are meant to be articulated and set back from the streetwall to minimize the appearance of bulk, mitigate shadow and wind impacts, and complement surrounding buildings. The guidelines also discuss creating an attractive and welcoming environment along park edges, as well as design objectives for ground floor façades and rooftop mechanical enclosures. • Transportation: As Kendall Square grows as a destination, the capacity of the road network becomes an increasing concern, and it is important to prioritize alternatives to driving. The recommended tools to address this in the K2 plan include tighter parking controls to reduce the potential for new auto trips, requiring more aggressive transportation demand management (TDM) programs to disincentivize driving and incentivize alternatives, and investments in transit to support a robust set of alternatives to choose from. These investments would support improvements not just to the Red Line but to other services such as buses, shuttles, and bicycle sharing (Bluebikes). The Kendall Square Mobility Task Force studied this issue in more detail and recommended several priority initiatives, including the Grand Junction as a future transportation corridor. • Sustainability: Kendall Square was identified as an area that should incorporate the highest standards for sustainable design. This principle has been supplemented by the additional work of the Net Zero Action Plan, which sets a target of neutralizing greenhouse gas emissions by 2050. For new buildings, this plan recommends a minimum standard of LEED Gold for new construction with a priority of maximizing energy efficiency and renewable energy, and designing systems to be convertible to renewable energy sources as they become more economical in the future. The plan also recommends incentives for new buildings to be designed to "net zero" standards, with the expectation for all new commercial lab buildings to be net zero by 2030, and recommends pursuing district-wide shared energy initiatives. Another major sustainability initiative is the ongoing Climate Change Preparedness and Resilience (CCPR) plan, which is developing recommendations for how the community can respond to the anticipated impacts of climate change. For new buildings, these include protecting buildings against higher predicted flood elevations and designing sites to mitigate urban heat island effects with cooling features such as vegetation and low-albedo materials. • Housing and Residential Character: The K2 plan recognized Kendall Square's unique position as a powerful commercial center that cannot be replicated elsewhere in the city, and acknowledged that some sites have qualities that make them particularly well suited for commercial use. However, the plan also recommended balancing commercial growth with residential growth throughout the area, both to absorb the growing demand for housing and to bring a greater number of residents into the area and support more mixed-use activity. The more recent work of the Volpe Working Group expanded on the notion of residential character to support "inclusiveness," which is partly accomplished through programs such as inclusionary housing and incentive zoning contributions Page 10 of 11 January 24, 2019

Alexandria Grand Junction Pathway Overlay Zoning Petition - Memo to Planning Board (providing funding to the Affordable Housing Trust), but also by making places that feel welcoming to diverse parts of the community by way of public space and amenities, economic opportunities, and services. • Innovation Space: Redevelopment in Kendall Square has often involved the replacement of older commercial buildings, which might be more affordable to smaller and less well-funded enterprises, with new "Class A" space that is only affordable to larger companies. The K2 plan recognized the need to preserve some space for smaller companies with more flexible lease terms, and recommended requirements and standards for "innovation space" to meet this need. The recommendation was to set aside the equivalent of at least 5% of new commercial square footage as "innovation space" (possibly in an existing building), with zoning incentives that might encourage higher amounts. • Workforce Development: While Kendall Square's role as the city's major employment center has been growing, the new jobs created tend to be for educated and highly skilled workers. The K2 plan emphasized the importance of creating opportunities for residents from diverse backgrounds to participate and benefit from the economic development generated by the area. Since this cannot be accomplished easily by individual property owners, the plan recommended contributions to a shared fund to support workforce development programs. January 24, 2019 Page 11 of 11

0-2B Proposed Alexandria Grand Junction Overlay 686 Cambridge St BA with Existing Zoning Cambridge St Cambridge, Massachusetts 400 Cardinal Medeiros Ave -St +C-1} OS vames Wat Spring St [Way York C-1 135 Fulkerson St 'ECHO _Way OS One Kendall Square Garage Charles-St res 345 Binney St LÁ-1 (Former Metropolitan Pipe) ECHO Emmett PI IA=1 Bent St ECHO Rogers-St- B IA-1 PUD-4C FALO N 250 500 MXD Feet -Galilei Way 38177 Map prepared by Brendan Monroe on January 22, 2019. CDD GIS C: \Projects/Zoning|Petitions \AlexandriaGrandJunction/AlexandriaGJProposed.mxd

42 86 (24" I horndike St 24' 24 24 St Proposed Alexandria 14220 128(4 41' $31 2075 126' 20 Grand Junction Overlay -23:730 34 24 427 275 27' Existing Height Limits 36' -21 / 27 32 017263 Cambridge, Massachusetts Spring St 391 136. C-17 chael Way 22' 42' 28 35' 46' 28' 30'% 36™ Хотк% L 28 23} Area of Proposed Maximum Height of 120 25 (22' 232,221 26' 1281 30' OS 24 C 1247 40' 24120% 1377 32" 33' 128 35' ymouth 40' St Charles-St 29105 30/23 29' 35' (24% 130* 39 Berkshire 93' 28 23' 85' 451 IA-1 is Bent St 189' 85 95 65' IA-1 85' Binney St 96 Fulkerson St 28° 96' 55 Rogers Ste 96' 92 IB 96' 65' 75 148 120% IA-1 PUD-4 *Binney:St 200' • The color scale represents the highest possible building heights allowed under current zoning. Please note that a special permit may be required to build to the limit in 65' certain areas. C-2B • Height labels separated by a hyphen (e.g., 250-350') 53 indicate areas where the maximum allowed height is PUD-KS increased when certain conditions are met, such as 59 PUD-7 under a special permit. N /250-350 0 400 200 • Individual buildings are labeled with the height of the 119' highest point of the structure, which may include equipment above the roof of the building, per elevation Feet data collected in April 2010. Map prepared by Brendan Monroe on January 15, 2019. CDD GIS C:\Projects\Zoning|Petitions/AlexandriaGrandJunction/AlexandriaGJExistingHeights.mxd

Gore St C C-2B Proposed Alexandria Grand Junction Overlay BA Area Designations Cambridge St Cambridge, Massachusetts Max Ave OS Marney Si Grand Junction Land mes Way Spring St hael Way 25-Foot Buffer Inside Parcel 31-20 Yorks nelius Way- OS Development Land IA-1 Emmett Bent St IA-1 Rogers: St Okas IB ЛIA-1 PUD-4C 500 250 Binney St- MXD Feet Galilei Way .C-2B PUD-KS/PUD=7 Map prepared by Brendan Monroe on January 9, 2019. CDD GIS C:lProjects\Zoning\Petitions/AlexandriaGrandJunction/AlexandriaGJElements.mxd

ATTACHMENT E 1/30/2019 Petition • Cambridge City Council Members: Say NO to bio-tower on Binney / Fulkerson Street, Cambridge!! Stop the developers!!! • Cha... • Petition details • News & discussion • Discover related petitions • Petition fundraiser Say NO to bio-tower on Binney / Fulkerson Street, Cambridge!! Stop the developers!!! 125 supporters • Petition details • News & discussion • Discover related petitions • Petition fundraiser Before (left picture): With the Metropolitan Pipe Supply (MetPipe) building. Proposed (right picture): • Current Zoning = Yellow (C1, Residential, 35 feet) Light purple (A 1L, Commercial 45 feet) - Initial Proposal = Light Purple + Red = 155 feet total height = 120 feet (building) + 35 feet for mechanicals Say NO to bio-tower on Binney / Fulkerson Street, Cambridge!! Stop the developers!!! Privacy • lerms 2/10 https://www.change.org/p/cambridge-city-council-members-say-no-to-bio-tower-on-binney-fulkerson-street-cambridge-stop-the-developers

1/30/2019 Community • Cambridge City Council Members: Say NO to bio-tower on Binney / Fulkerson Street, Cambridge!! Stop the developers!!! • ... Jose Luis Rojas Please enter a comment. We were unable to post your comment. Please try again. Add a comment, news, or personal Add Thanks for adding your voice. William Morse 43 minutes ago Reason for signing This is a give-away to developers! What is zoning for if individual developers get special treatment. If the city is going to give to the dev's, they MUST get something of REAL VALUE in return- EQUAL to what we are giving the dev's!. • 0 Share Tweet Report Please enter a comment. We were unable to post your comment. Please try again. Write a reply... Reply Thanks for adding your voice. Kathryn Hencir 1 day ago Reason for signing Privacy - Terms 2/21 https://www.change.org/p/cambridge-city-council-members-say-no-to-bio-tower-on-binney-fulkerson-street-cambridge-stop-the-developers/w?source...

1/30/2019 Community • Cambridge City Council Members: Say NO to bio-tower on Binney / Fulkerson Street, Cambridge!! Stop the developers!!! • ... As a homeowner in East Cambridge for ten years, I welcome biotech in the area, but am firmly opposed to the construction of towers that will diminish the character and architecture of the neighborhood, and lower the quality of life for my family, friends, and neighbors. Please oppose this construction and help maintain the gem of a neighborhood we have. • 0 Share Tweet Report Please enter a comment. We were unable to post your comment. Please try again. Write a reply... Reply Thanks for adding your voice. Lynn Walters 1 day ago Reason for signing I have to drive through this area daily and lived in East Cambridge for 16 days. There is more than enough construction going on that it takes 20 min to go three blocks sometimes. This is already a dangerous area for pedestrians and students walking to school. No need for more towers in the area. • 0 Share Tweet Report Please enter a comment. We were unable to post your comment. Please try again. Write a reply... Reply Thanks for adding your voice. Privacy - Terms 3/21 https://www.change.org/p/cambridge-city-council-members-say-no-to-bio-tower-on-binney-fulkerson-street-cambridge-stop-the-developers/w?source...

1/30/2019 Community • Cambridge City Council Members: Say NO to bio-tower on Binney / Fulkerson Street, Cambridge!! Stop the developers!!! • ... Lauren Schiffer 1 day ago Reason for signing The corner of Binney and Fulkerson is already unsafe. The traffic lights crossing with streets are already too short to cross on foot without running and cars speed around the corner from Main Street and the Grand Junction. With the K-LO school right down the street there are too many children crossing to allow the removal of a side walk Share Tweet Report Please enter a comment. We were unable to post your comment. Please try again. Write a reply... Reply Thanks for adding your voice. Victoria Ruff 1 day ago Reason for signing NO NO NO NO • 0 Share Tweet Report Please enter a comment. We were unable to post your comment. Please try again. Privacy - Terms 4/21 https://www.change.org/p/cambridge-city-council-members-say-no-to-bio-tower-on-binney-fulkerson-street-cambridge-stop-the-developers/w?source..

Community • Cambridge City Council Members: Say NO to bio-tower on Binney / Fulkerson Street, Cambridge!! Stop the developers!!! • ... 1/30/2019 Write a reply... Reply Thanks for adding your voice. Louise Parisr 2 days ago Reason for signing We don't need it here. • 0 Share Tweet Report Please enter a comment. We were unable to post your comment. Please try again. Write a reply... Reply Thanks for adding your voice. Henry Korecki 2 days age Reason for signing WE DOM'T NEED MORE BUILDING AND MORE TRAFFICE IN THE NEIGHBORHOOD. • 0 Privacy - Terms Share 5/21 https://www.change.org/p/cambridge-city-council-members-say-no-to-bio-tower-on-binney-fulkerson-street-cambridge-stop-the-developers/w?source...

1/30/2019 Community • Cambridge City Council Members: Say NO to bio-tower on Binney / Fulkerson Street, Cambridge!! Stop the developers!!! • ... Tweet Report Please enter a comment. We were unable to post your comment. Please try again. Write a reply... Reply Thanks for adding your voice. Carol Malthaner 3 days age Reason for signing Because I live in the area and do not the neighborhood to become an extension of Kendall Square. This is a residential area. • 0 Share Tweet Report Please enter a comment. We were unable to post your comment. Please try again. Write a reply... Reply Thanks for adding your voice. Privacy - Terms 6/21 https://www.change.org/p/cambridge-city-council-members-say-no-to-bio-tower-on-binney-fulkerson-street-cambridge-stop-the-developers/w?source..

Community • Cambridge City Council Members: Say NO to bio-tower on Binney / Fulkerson Street, Cambridge!! Stop the developers!!! • ... 1/30/2019 lino becerra 4 days ago This proposal is too big too close to dense residential area. Nothing is that tall nearby. The city should keep it livable for the residents and not only profitable for the developers! Share Tweet Report Please enter a comment. We were unable to post your comment. Please try again. Write a reply... Reply Thanks for adding your voice. marilee meyer 4 days ago Reason for signing This scale building and its use is yet another assault on a residential neighborhood with no transition or context. It sticks out like a sore thumb and does not even HOPE to be a good neighbor. Another poorly thought-out and potentially devastating over-sized and poorly considered commercial building. residents don't matter? What a shame! I fear for Cambridge. • 0 Share Tweet Report Please enter a comment. We were unable to post your comment. Please try again. nacy - terms 7/21 https://www.change.org/p/cambridge-city-council-members-say-no-to-bio-tower-on-binney-fulkerson-street-cambridge-stop-the-developers/w?source...

Community • Cambridge City Council Members: Say NO to bio-tower on Binney / Fulkerson Street, Cambridge!! Stop the developers!!! • ... 1/30/2019 Write a reply... Reply Thanks for adding your voice. Stephan Korecki 4 days ago Reason for signing I agree we do not need towers next to our parks in homes • 0 Share Tweet Report Please enter a comment. We were unable to post your comment. Please try again. Write a reply... Reply Thanks for adding your voice. Caroline James 4 days ago If any new development comes into Cambridge, we should know the value the project will generate and allow the people of Cambridge to reap its benefits. As in Crema Cafe Cafe Petition & Envision Cambridge's posturing of participation of public, but simply a completing a checklist cuz they should, not from sincere interest, we need to step up and refuse the gifting of our City to big money. Boston has learned from past mistakes. Its new BPDA, a revamping of the Bloatocracy under BRA is a powerful example. Look up from your navel, Cambridge. • 0 Share https://www.change.org/p/cambridge-city-council-members-say-no-to-bio-tower-on-binney-fulkerson-street-cambridge-stop-the-developers/w?source. 8/21

1/30/2019 Community • Cambridge City Council Members: Say NO to bio-tower on Binney / Fulkerson Street, Cambridge!! Stop the developers!!! • ... Tweet Report Please enter a comment. We were unable to post your comment. Please try again. Write a reply... Reply Thanks for adding your voice. marie saccoccio 4 days ago Reason for signing Alexandria's offer does not in anyway address the damage that will be visited on the neighborhood by this proposed albatross. Level 3 labs, lit up all night, with need for expanded infrastructure that no one discusses up front! Share Tweet Report Please enter a comment. We were unable to post your comment. Please try again. Write a reply... Reply Thanks for adding your voice. Privacy rents 9/21 https://www.change.org/p/cambridge-city-council-members-say-no-to-bio-tower-on-binney-fulkerson-street-cambridge-stop-the-developers/w?source.

1/30/2019 Community • Cambridge City Council Members: Say NO to bio-tower on Binney / Fulkerson Street, Cambridge!! Stop the developers!!! • ... Taddele Frew 5 days ago Reason for signing No high rise! Keep Cambridge as it is !! • 0 Share Tweet Report Please enter a comment. We were unable to post your comment. Please try again. Write a reply... Reply Thanks for adding your voice. Beth Simon 5 days ago Lack of appropriate traffic and parking planning is an ongoing issue in our residential neighborhood for proposed out of scale buildings greatly increasing density --both this one and the proposed old court house building on Thorndike St. • 0 Share Tweet Report Please enter a comment. We were unable to post your comment. Please try again. Pracy - herms 10/21 https://www.change.org/p/cambridge-city-council-members-say-no-to-bio-tower-on-binney-fulkerson-street-cambridge-stop-the-developers/w?sourc...

1/30/2019 Community • Cambridge City Council Members: Say NO to bio-tower on Binney / Fulkerson Street, Cambridge!! Stop the developers!!! • ... Write a reply... Reply Thanks for adding your voice. Beverly Neugeboren 5 days ago Reason for signing This building it much too close to a densely populated residential neighborhood to be allowed 155 ft height. • 0 Share Tweet Report Please enter a comment. We were unable to post your comment. Please try again. Write a reply... Reply Thanks for adding your voice. Nancy Tsung 6 days ago Reason for signing Wait impera Corati a, i tea, angrind recy tore hi did per has or i die for alone. at he no god ring law. • 0 Piracy- Terms 11/21 https://www.change.org/p/cambridge-city-council-members-say-no-to-bio-tower-on-binney-fulkerson-street-cambridge-stop-the-developers/w?sourc...

1/30/2019 Community • Cambridge City Council Members: Say NO to bio-tower on Binney / Fulkerson Street, Cambridge!! Stop the developers!!! • ... Share Tweet Report Please enter a comment. We were unable to post your comment. Please try again. Write a reply... Reply Thanks for adding your voice. Katy Liang 6 days ago Reason for signing The proposed plan is ignoring the well-being of the local residents. Please don't approve the rezoning requested by Alexandria. Thank you. Share Tweet Report Please enter a comment. We were unable to post your comment. Please try again. Write a reply... Reply Thanks for adding your voice. Privacy - Terms 12/21 https://www.change.org/p/cambridge-city-council-members-say-no-to-bio-tower-on-binney-fulkerson-street-cambridge-stop-the-developers/w?sourc...

Community • Cambridge City Council Members: Say NO to bio-tower on Binney / Fulkerson Street, Cambridge!! Stop the developers!!! • ... 1/30/2019 Anne Cullen 6 days ago Reason for signing I want to preserve the nature of my lovely residential neighborhood, something that is becoming increasingly rare in the "new' Cambridge. • 0 Share Tweet Report Please enter a comment. We were unable to post your comment. Please try again. Write a reply... Reply Thanks for adding your voice. Molly Basile 7 days ago Reason for signing Boston is my home town. Please keep the cool Cambridge as it is! No high rise! • 0 Share Tweet Report Please enter a comment. We were unable to post your comment. Please try again. Privacy - Terms https://www.change.org/p/cambridge-city-council-members-say-no-to-bio-tower-on-binney-fulkerson-street-cambridge-stop-the-developers/w?sourc... 13/21

1/30/2019 Community • Cambridge City Council Members: Say NO to bio-tower on Binney / Fulkerson Street, Cambridge!! Stop the developers!!! • ... Write a reply... Reply Thanks for adding your voice. Richard St. Clair 1 week ago Reason for signing I live in this neighborhood. Alexandria's proposed tower would ruin our lovely neighborhood with an immense tower casting a huge shadow. It would also disrupt our solar panels from having sunlight. This is a terrible proposal and I urge its defeat. Share Tweet Report Please enter a comment. We were unable to post your comment. Please try again. Write a reply... Reply Thanks for adding your voice. Privacy - Terms 14/21 https://www.change.org/p/cambridge-city-council-members-say-no-to-bio-tower-on-binney-fulkerson-street-cambridge-stop-the-developers/w?sourc...

1/30/2019 Community • Cambridge City Council Members: Say NO to bio-tower on Binney / Fulkerson Street, Cambridge!! Stop the developers!!! • ... Isabel Caceres 1 week ago Reason for signing A zoning code change in this transitional area will create a presedent for other towers in the East Cambridge and Wellington-Harrington neighborhoods. • 0 Share Tweet Report Please enter a comment. We were unable to post your comment. Please try again. Write a reply... Reply Thanks for adding your voice. Jose Luis Rojas 1 week ago Reason for signing I support keeping the transition zone from industrial Kendall Square to residential in East Cambridge and Wellington-Harrington. • 0 Share Tweet Delete this comment Privacy - Terms 15/21 https://www.change.org/p/cambridge-city-council-members-say-no-to-bio-tower-on-binney-fulkerson-street-cambridge-stop-the-developers/w?sourc...

1/30/2019 Community • Cambridge City Council Members: Say NO to bio-tower on Binney / Fulkerson Street, Cambridge!! Stop the developers!!! • ... This comment will be deleted permanently. Are you sure you want to delete it? DeleteCancel Please enter a comment. We were unable to post your comment. Please try again. Write a reply... Reply Thanks for adding your voice. Pamela Van Dort 1 week ago The proposed building is simply too big, too close to a residential area. I support the Grand Junction Pathway but it does not have to sink or swim with Alexandria getting an upzoned tower in our backyard. Once one spot zoning application is granted for this transitional zone between the main commercial center of Kendall Square and residential Wellington-Harrington and East Cambridge, more will follow. Please vote down the petition and protect the character of our neighborhood. 0 Share Tweet Report Please enter a comment. We were unable to post your comment. Please try again. Write a reply... Reply Load more Pavacy - Terms 16/21 https://www.change.org/p/cambridge-city-council-members-say-no-to-bio-tower-on-binney-fulkerson-street-cambridge-stop-the-developers/w?sourc...

5. Traffic, which is already very congested on one-way Fulkerson Street and Cardinal Medeiros Ave., and nearby streets, will increase proportionally to the height and occupancy of the new building. 6. That spot zoning is illegal and should be refused. 7. That rezoning next to our neighborhood will set a precedent and open the floodgates for more rezoning, to the detriment of Cambridge residents and the character of our city. In short, the original zoning is good for Cambridge and for Cambridge residents. Please hold the line. Respectfully, Janice SClair 3 Michael Way Cambridge, MA, 02141

ATTACNMENT F Lopez, Donna From: Janstclair < [email removed]> Sent: Tuesday, January 29, 2019 9:42 PM To: Lopez, Donna Subject: Alexandria Petition/Grand Junction Pathway Dear Ms. Lopez, Would you please enter the following into the record for the ordinance committee meeting January 30? Thank you. Wishing you well, Janice Members of the Ordinance Committee, I live at 3 Michael Way, in one of the 55 two-story houses bordering the Met Pipe property. The 45' height allowed by zoning, plus mechanicals, is already twice the size of our houses, which peak at 25'. To request a tower of 160', including their estimated height of mechanicals, is outrageous. To request the use of FAR for all the land, including that which is to be donated, is outrageous. To ask for any unused FAR to be transferable within 3,000 without further oversight is outrageous. And to hold the Grand Junction pathway strip hostage to these terms is outrageous. I believe we are supposed to be outraged. I believe this is gross manipulation, meant to make future "concessions" in their amended petitions look as if they have responded to surrounding neighborhoods' concerns. Alexandria has already agreed to remove the 3,000' FAR request from their proposal. However, our actual concerns as stated repeatedly throughout this process are: 1. That ANY change to the zoning of this transitional area between residential neighborhoods and the cluster of biotowers is highly inappropriate. The city planners knew well what they were doing when they set the 45 foot limit. Alexandria knew the zoning when they bought the property, and they have already admitted that they can make a tidy profit by staying within the current zoning. 2. That any increase in the height of a building right next to our homes and yards would shatter the character of our neighborhood, where we raise our children, flowers, and vegetables. 3. That tying to this rezoning petition the strip of land that the city wants for completing the Grand Junction pathway puts undue pressure on the city to grant concessions, to the great detriment of residential areas on both sides of the property. Alexandria has no other use for that strip of land. A Grand Junction path would enhance commute to their buildings and add value to their property. It should be a gift, or a development done in self-interest. And the city has other ways to acquire the land if it is not. 4. That any upzoned FAR transferred to the 1 Kendall Square garage complex would result in other buildings that tower over our homes and yards, creating further issues. This concern includes FAR that can already legally be transferred within 300-400', regardless of removing the 3,000' stipulation.

ATTACHMENT G On 1/30/19, 10:09 PM, "[email removed] on behalf of Stephen Kaiser" <[email removed] on behalf of [email removed]> wrote: COMMENT on ALEXANDRIA PETITION On Monday I brought up the issue of upzoning provisions inherent in the ENVISION proposals, so the same legal arguments and concerns apply to Alexandria as well. Five or six years ago I introduced the issue of Article 7 of the Declaration of Rights in the state Constitution. The role of government is to serve the common good, and not the profit of a special interest. Developers are within that class of special interests who could profit from government actions. Zoning is such an action. Policy Order number 6 asked what should be payments or mitigation due from developers when they benefit from upzoning. I would emphasize that upzoning is not prohibited by Article 7, but only the profiting by special interests. Thus legal upzoning could be allowed if developers contributed 100% of their profits from upzoning to the City. I am pleased to see that the City Solicitor is present tonight because I consider resolving this legal issue to be most important for Alexandria, Envision and City government. I question whether the Council can continue to consider zoning petitions which may be in violation of Article 7, and run the risk of a decision by a Court of Law that a violation of Article 7 would require withdrawal of the zoning. When years ago I raised the Article 7 issue publicly, the trigger was an assertion by Mr. Rafferty during a Planning Board hearing that if a downzoning were approved, the city should pay damages for the loss of land value. I told Mr Rafferty the opposite condition also applied to upzoning -- that upzoning would increase property values and those increases should be paid back to the city. At the time, Mr. Rafferty said he would respond to my claims by offered a "treatise" on the meaning of Article 7. I would welcome such an effort by Mr. Rafferty, the developer, the City Solicitor or outside Counsel, since | believe such discussion will be fruitful. The challenge is providing an equal return of value to the city from upzoning. I would suggest that certain actions or mitigation are superior to a simple cash payment. The best example is to offer transit mitigation, in the form of planning for better Red Line service. The payoffs and the benefits from identification of an action program for transit would be spread widely among the public. I am proposing that the developer consider mitigation in the form of system

capacities based on 1 ½ minute headways, a train spacing which was achieved during World War Il and into the early 1950s. Such an improvement has been historically achievable, and it is not a pipedream. Such a plan would provide the basis for providing the essential infrastructure to handle growth in the city, of either business or residential properties. I am sympathetic with the concerns of labor union workers who hopeful of future employment. I am in favor of full employment and jobs, but several years ago the leader of the local carpenters union wanted to have breakfast with me. We met at the S&S restaurant and the union man told me of his concern. He knew of my role as a critic of developer greed. His concern was with developers who would promise union jobs, and then hire non-union labor. After a promise of union jobs, union members would testify in favor of a project. Later they would find out about the hiring of non-union labor, contrary to their promise. The union leader felt cheated and betrayed, and did not know what to do. He wanted my advice. I could offer him no ready solution. I was aware that any alliance between unions and citizens would fall apart if a deal was cut between developers and unions. In other words, unions would abandon the citizens at the drop Overall, I believe an emphasis on infrastructure and especially transit would be a better avenue to achieve agreement on development and zoning issues. Otherwise, the upzoning issue will bedevil all discussions of zoning and especially resolution of the ENVISION planning effort. Submitted by Stephen H. Kaiser, January 30, 2019 To the Ordinance Committee of the Cambridge City Council Addendum: I realize some critics might disagree with having the developer do a transit study. Why not have the developer give the money to the City, and have the City do the study? The thought makes logical sense, except that in the ENVISION study the city totally failed to account for infrastructure needs, especially for transportation services. Similarly the MBTA is delinquent in discovering ways to achieve performance they exceeded decades ago. There is no basis for trust in the city planners or the MBTA based on their performance to date. Thus I am compelled to support a transit study by the developer, likely with consultant help. The Kendall Square Mobility Task Force could serve as a sounding board for transit ideas and options. The Task Force would need to meet every two weeks during the early stages of the study -- not the two months or longer that was typical of past Task Force meeting

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Lopez, Donna ATTACHMENT H From: Matt Connolly <[email removed]> Sent: Wednesday, January 30, 2019 11:36 PM To: City Council; Lopez, Donna Subject: Comments re 1/30/19 Ordinance Committee Hearing - Petition 2018 #351 Attachments: 2019-01-30 MJC Letter to Ordinance Committee about Upzoning Value.pdf City Councilors and Clerk Lopez, Please find attached supplemental comments about Petition 2018 #351. At tonight's hearing, 1 presented figures on how to value Alexandria's benefit from its upzoning petition. I thought it would be helpful to provide the numbers and my method in writing. Please let me know if you have any questions or would like to discuss. I request that these comments be included in the public record. Thank you, Matt Connolly 13 Cornelius Way Cambridge, MA 02141 -- Matt Connolly [email removed] LinkedIn

Cambridge City Council City Hall 795 Massachusetts Ave Cambridge, MA 02139 January 30, 2019 RE: Opposition to APP 2018 #351—Calculating a Developer's Benefit from Upzoning Dear City Councilors, During tonight's Ordinance Committee meeting, I presented numbers on how to calculate a developer's benefit from an upzoning request. This was an issue raised during last night's Planning Board meeting and by some Councilors, including Vice-Mayor Devereaux. I thought it would be helpful to submit the figures and my method in writing. The method I used is to look at recent comparable building sales in Kendall Square and determine a price per square foot of lab/office space. Here, I used as a benchmark the sale of the One Kendall Square site, which Alexandria purchased in November 2016 for $725,000,000.' That site has 644,771 rentable square footage (RSF), so the price per square foot was $1,124. This benchmark seemed comparable because the site is close to 399 Binney and contains similar laboratory and office space to what Alexandria has proposed in its petition. But the number is also conservative because the One Kendall Square sale was in 2016. The Kendall commercial real estate market has continued to improve since then, so I expect the true market value to be even higher. To determine the value of the upzoning request, I then applied this benchmark to the allowable square footage under the current zoning and under the proposed petition: Allowable sq. ft. for Benchmark Zoning Value lab/office space 464,7772 Proposed Upzoning $1,124 $522,609,306 163,3393 $1,124 $183,663,308 Current Zoning Difference +$338,945,998 +301,438 Therefore, Alexandria's value to the site would be increased by about $340 million if its petition is granted. ' Alexandria 2016 Annual Report, SEC Form 10-K, at p. 65, available at http://investor.are.com/docs.aspx?IID=111908. 2 CDD Memo at p. 3 (Jan. 24, 2019). 3 Alexandria 2017 Annual Report, SEC Form 10-K, at p. F-27, available at http://investor.are.com/docs.aspx?IID=111908. The CDD memo says the current zoning allows approximately 205,000 SF non-residential. Alexandria's Annual Report says that current zoning allows 208,965 SF: 163,339 for lab/office space and 45,626 residential. For this analysis, I used Alexandria's figure.

I find this information helpful for at least two reasons. First, Alexandria can make substantial profits under current zoning. Alexandria paid $80.3 million for the Met. Pipe site in March 2017,4 and the potential value under current zoning is about $180 million. That leaves $100 million to cover construction costs and Alexandria's profit. A good return. Second, it is helpful to compare the benefit to Alexandria with its proposed community benefits. Much of what it has proposed (tax revenues, construction jobs, and future jobs) will be a benefit under any building that Alexandria builds. I expect that the incremental benefit from a larger building are not that significant. That leaves the proposed Grand Junction Pathway (GJP) benefits. So far Alexandria spent over $2 million for the old hair salon on Cambridge Street and will provide 8 additional feet of width along a certain part of the railroad for the path. Even if Alexandria builds the GJP segment and gifts one acre of the Met. Pipe site for a public purpose (neither of which is in the current proposal), it is committing about $30 million to the community. That's an incredibly good deal for Alexandria (about a 10:1 return). It is not so good for the neighbors and the City. I hope you found these comments helpful. I recognize that there are other ways to value upzoning, and Alexandria may have different views on what the value is to additional lab/office space in Cambridge. If so, I'd welcome the chance to hear its methodology and assumptions. Please let me know if you have any questions or would like to discuss further. Thank you. Sincerely, /s/Matthew Connolly Matthew Connolly 13 Cornelius Way Cambridge, MA 02141 [email removed] Member of Linden Park Residents Association * Id.

ATTACHMENT I Lopez, Donna From: Nancy Tsung < [email removed]> Sent: Thursday, January 24, 2019 2:23 PM To: Lopez, Donna Pamela Van Dort Co: Alexandria upcoming Subject: We are the owner at 9 Cornelius Way. Yean-Kai Tsung and Nancy Tsung. This development has too much height for our neighborhood. Also, there is no good city planning to improve the traffic flow in this area. Cambridge needs more residential development not bio-tech company development. Please stick to the existing zoning law. Thanks.

ATTACNMENT JU Cambridge City Council City Hall 795 Massachusetts Ave Cambridge, MA 02139 January 24, 2019 RE: Opposition to APP 2018 #351 Dear City Councilors, We write to oppose APP 2018 #351, the petition filed by Joseph T. Maguire on behalf of Alexandria Real Estate Equities, Inc. to amend the Zoning Ordinance by creating the Grand Junction Pathway Overlay District adjacent to the Grand Junction Railroad right-of-way between Binney and Cambridge Streets. This petition seeks permission to build a tower that is too tall bordering a residential neighborhood. It also improperly ties a request for an oversized tower with development of the Grand Junction Pathway. The site of the proposed tower, formerly home to Metropolitan Pipe & Supply Company, borders the residential East Cambridge and Wellington-Harrington neighborhoods. It is currently zoned IA-1 with a maximum building height of 45 feet and a maximum Floor Area Ratio (FAR) of 1.25. Alexandria seeks to nearly triple the height allowed for the building to 155 feet, including a 35 foot utility penthouse on top of a 120 foot tall building. It seeks to more than double the FAR to increase the volume of its proposed tower on the site. Please see the attached visualization of the proposed tower, according to the plans Alexandria has shared with the community. It is clear that this is simply too much for this site, too close to a residential area. On January 17, 2019 Alexandria proposed a different rendering of the proposed building that included three towers: one at 120 feet, one at 105 feet, and one at 45 feet (not including mechanicals). Alexandria said it would not actually be using that proposed plan. It seems clear from the text of the petition and all presentations to date that Alexandria still seeks to build a tower that significantly exceeds the current zoning restrictions and that is unacceptable to the surrounding residents. This lot is a buffer between the intensely developed Kendall Square area and the East Cambridge and Wellington-Harrington neighborhoods. A 155-foot tall tower would be completely out of character with the surrounding area. For example, the garage next to it is about 67 feet tall along Binney Street, the building right across Fulkerson from the site is 72 feet and gradually increases to 90 feet. Other nearby buildings along Fulkerson are one and two stories, as are the more than 55 houses of Linden Park nearby. Alexandria's proposed tower will be significantly larger. Amgen stands at about 148 feet tall and is further away from residential areas. It also has a large setback from sidewalks and roadways.

January 24, 2018 Page 2 We are very concerned that if the City Council grants this petition and allows spot zoning for this site, it will create a precedent for other exceptions bordering our neighborhood (e.g., the One Kendall Square garage, also owned by Alexandria). This petition threatens to undermine the very purpose of having a city plan and zoning regulations. The current zoning is proper for this transitional plot of land, and we urge the City Council to reject Alexandria's petition and protect the neighborhood that we love. We also ask that the City Council not be swayed by Alexandria's clever attempt to tie permission to build their tower to the Grand Junction Pathway. Alexandria has attempted to make these two ideas sink or swim together - but the City is not confined to this narrow definition of the issues. We support the proposed Grand Junction Pathway. But we adamantly oppose Alexandria holding the pathway hostage to get permission to build a tower in our backyards. The City has other options to fulfill the Grand Junction Pathway vision. For example, we understand that the City has long considered an overlay district for the Pathway, including a requirement that any commercial development along the pathway be conditioned on the developer completing the abutting section of the pathway (not including the height or FAR changes Alexandria has included in its proposed district). We understand that bicycle advocates, including Cambridge Bike Safety, support this requirement. We do too. As another approach, the City could use its eminent domain powers, which it recently exercised with Miller's River Apartments to obtain land for another section of the path. We have several other concerns with the petition. First, Alexandria requests that it be allowed to transter any excess Gross Floor Area to any lot within 3,000 feet of the Grand Junction Pathway. (See section 20.1009.5 of the petition.) Effectively, Alexandria seeks cart blanche to build a bigger building on any lot within a half mile radius of the land they propose to deed to the city for the pathway. This would completely frustrate the purpose of the zoning process, and the City Council's prerogative to thoughtfully consider any exceptions to the current zoning rules. By giving the City the small plot of land between Cambridge and Binney Streets for the pathway - land which is useless to Alexandria - they seek to forego any future negotiations or petitions for exceptions regarding future projects. If the City Council approves this proposal, Alexandria could, for example, tear down the One Kendall Square parking garage (which directly abuts the Harrington-Wellington neighborhood) and build a tower with higher Floor Area Ratio than currently allowed without having to go to the City Council, and without offering the City any additional benefits. Alexandria stated to the community on January 17, 2019 that they would be dropping this request from their petition. As of January 24, 2019 we have yet to see them take any formal action to do so, and accordingly, this issue is still a live concern for us. Second, Alexandria requests to include the Grand Junction Land in its calculation of Floor Area Ratio, even though the land will not be part of the plot of land on which the tower will be built. (See section 20.1009 of the petition.) This would result in an actual Floor Area Ratio for the site that is much higher than the currently allowed 1.25 and higher even than the 2.5 Alexandria requests in its petition when considering only the plot of land on which the tower will be built. Third, there is no required setback from the front, rear or side of the tower. (See section 20.1009.4.) This could mean the tower runs right up to the edge of the property, hindering

January 24, 2018 Page 3 visibility and creating safety concerns for vehicles and pedestrians at the Fulkerson/Binney intersection, which is only a couple of blocks from the Kennedy Longfellow School. Finally, the proposed tower also raises concerns about light pollution, noise pollution, traffic, and shadows. If the proposed tower leaves its lights on 24/7, as do many bio-lab facilities in Kendall Square, it would cause significant light pollution throughout the night for the surrounding area. The utility penthouse for such a large tower would also create noise that carries and would create noise pollution in our neighborhoods. As for traffic, the intersection at Binney and Fulkerson is already narrow and congested. Alexandria's request would more than double the traffic going through that intersection and the surrounding areas, such as Cardinal Medeiros Avenue, which are already clogged, particularly during rush hour. In sum, Alexandria's proposed building is too large, too close to residences, and will fundamentally impair our rights as residents and neighbors. Alexandria's proposed community benefits do nothing to address these concerns, nor does it need an enlarged tower to develop the Grand Junction Pathway. The Pathway, as important as it is, should be considered separately from the tower and other zoning changes Alexandria seeks to force on the neighborhood. We respectfully request that you vote against granting Alexandria's petition, 2018 #351. * Sincerely, Linden Park Residents Association

Fulkerson St. H-W Neighborhood Proposed Binney St. AMGEN BIdg. Proposed Tower, Height - 120 + 35 = 155 feet Relevant Lot (Former site of Met. Pipe & Supply Co.) Zoned Residential (C-1) Fulkerson St. H-W Neighborhood Current Binney St. Attachment - Visualization of Proposed Building Solid Light Purple: Zoned Light Industrial (IA-1), Max. Height = 45 feet Solid Yellow: Solid Red: Yellow Outline: AMGEN Bldg. View from Kendall Square Towards Wellington-Harrington Neighborhood

Binney St. Proposed Fulkerson St. H-W Neighborhood Attachment - Page 2 of 3 Binney St. Proposed Tower, Height - 120 + 35 = 155 feet Relevant Lot (Former site of Met. Pipe & Supply Co.) Zoned Residential (C-1) Visualization of Proposed Building Current Fulkerson St. H-W Neighborhood Solid Yellow: Solid Red: Solid Light Purple: Zoned Light Industrial (IA-1), Max. Height = 45 feet Yellow Outline: View from the Wellington-Harrington Neighborhood Towards Kendall Square

H-W Neighborhood Proposed Fulkerson St. Binney St. H-W Neighborhood Attachment - Page 3 of 3 Relevant Lot (Former site of Met. Pipe & Supply Co.) Proposed Tower, Height - 120 + 35 = 155 feet Zoned Residential (C-1) Visualization of Proposed Building Current Fulkerson St. View from East Cambridge Towards Kendall Square Binney St. Solid Yellow: Solid Red: Yellow Outline: Solid Light Purple: Zoned Light Industrial (IA-1), Max. Height = 45 feet

ATTACHMENT J-2 Lopez, Donna From: Pamela Van Dort < [email removed]> Sent: Thursday, January 31, 2019 12:00 AM To: City Council; Lopez, Donna Subject: Letter re 1/30/19 Ordinance Committee Meeting re APP 2018 #351 Attachments: 2019-01-30 Ltr to City Council re Rental Revenue Valuation.pdf Dear City Councillors and Clerk Lopez, I have prepared the attached letter in follow up to my public comments at this evening's Ordinance Committee meeting. I request that these please be included in the public record as part of this meeting. (The Chairman of the Committee indicated such might be possible if comments were provided by midnight tonight). In particular, I wanted to highlight some revised numbers based on a rental revenue calculation method. | look forward to continue the discussion regarding Alexandria's petition as the process continues. Best regards, Pamela Van Dort 13 Cornelius Way

Cambridge City Council City Hall 795 Massachusetts Ave Cambridge, MA 02139 January 30, 2019 RE: Valuation of Proposed Re-Zoning in APP 2018 #351 - Rental Revenue Method Dear City Councilors, Yesterday, the Planning Board heard a presentation and public comments regarding APP 2018 #351, a petition to upzone the former Met. Pipe site at the corner of Binney and Fulkerson Streets. A number of Planning Board Members indicated that part of the analysis should involve answering the question of how to value the relative interests involved in Alexandria's petition. Alexandria has proposed that in exchange for upzoning this site, it will donate land for the Grand Junction Pathway, a multi-use path that has been a priority of the City for many years. We all agree completion of the pathway would benefit Cambridge residents and the surrounding.. community. However, as my neighbors and I have extensively explained, Alexandria's petition in its present form - that ties the pathway to tripling the height and more than doubling the allowable FAR - would also cause great harm to my neighborhood and the surrounding residential areas. What has not been analyzed on the other side of the equation is the benefits Alexandria would receive if its petition were granted I provided one possible valuation in my public comments at tonight's Ordinance Committee meeting: rental revenue Alexandria will receive from the additional square footage it would be allowed to build under their petition. I want to provide you updated numbers and the supporting calculations to you in writing for your reference. According to CDD, the proposed zoning change would increase the total allowed gross floor area by 305,000 square feet. (See 1/24/19 CDD Memo to the Planning Board at p. 3). An October 2018 Boston.com article by Rebecca Spalding' cited numbers from commercial real-estate firm CBRE Group Inc. that indicated the average rental rate for one square foot of laboratory space in Kendall Square was $85.10 in the third quarter of 2018. Multiplying the average rental rate per square foot ($85.10) by the additional square footage that Alexandria would be able to build under their petition (305,000) yields $25.96 million. Even assuming that some of this square footage cannot be charged as rental space (and that Alexandria's rate when the building is complete will not be higher than the Q3 2018 average), Alexandria would be receiving approximately $20 million in extra revenue each year from their new tower. Given the current demand for such lab space and the low vacancy rates, it is ' Available URL: http://realestate.boston.com/news/2018/10/15/kendall-square-rundown-area-near- boston-birthed-biotech-boom-real-estate-empire/

January 30, 2019 Page 2 reasonable to assume these numbers would remain constant, or continue to increase, for many years to come. This is not a good balance against Alexandria providing an extra eight feet of width to the proposed Grant Junction Pathway. As was pointed out at today's Ordinance Committee meeting, Alexandria is already committed to providing a six foot stretch of land along the Grand Junction Railway as part of the special permit they received to construct a new building at 399 Binney Street. While Alexandria is also promising the former site of a hair salon on Cambridge Street that they purchased for approximately $2.5 million, and land that the church currently owns - these collective benefits pale in comparison to the revenue Alexandria would collect from even one year of the additional square footage they would receive under their petition. Even if Alexandria were to amend its petition to include funds to develop the pathway - something that is not currently on the table - the relative benefits are still grossly out of proportion. I expect that Alexandria may dispute these numbers. If so, I'd welcome the chance to hear their valuation. To date Alexandria and CDD have not provided any other analysis to the Planning Board, City Council, and neighborhood on the monetary benefits Alexandria would receive if its petition is granted. I also note that these calculations do not address the nonmonetary benefits that Alexandria would receive if their petition is granted. As members of the community pointed out during the public comment period, having the Grand Junction Pathway right next to their building makes it more appealing for tenants and would be a big benefit to Alexandria. Thank you for your consideration of this and my neighbors' other concerns. Sincerely, Pamela Van Dort 13 Cornelius Way

ATTACHMENTK East Cambridge Planning Team A Neighborhood Organization for the Betterment of East Cambridge January 29, 2019 Cambridge Ordinance Committee Cambridge City Hall 795 Massachusetts Avenue, 2nd Floor Cambridge, MA 02139 RE: Grand Junction Pathway Overlay District Zoning Amendment Dear Mayor Marc C. McGovern; Vice Mayor Jan Devereux; Ordinance Committee Co-Chairs Carlone and Kelley; and Councillors Alanna M. Mallon, Sumbul Siddiqui, E. Denise Simmons, Timothy J. Toomey, Jr., and Quinton Y. Zondervan: On December 12, 2018, Alexandria presented a conceptual design for a 430,000 square foot building at 325 Binney Street (formerly Metropolitan Pipe) and a design for a portion of the Grand Junction Pathway to the East Cambridge Planning Team (ECT). The proposal would almost triple the existing height under the current zoning from 45' to 120' and double the existing density from a FAR of 1.25 to 2.5. The major concern at the December 12' meeting was the height and scale of the building in relation to the surrounding buildings on Northern side of Binney Street and Fulkerson St., which are typically five stories, and its effect on the Linden Park neighborhood comprised of 2-story residential structures. Alexandria was asked to return with an alternate design which would lower the height by making the building more horizontal. Alexandria returned to ECT on January 23rd with the "chevron" design with three separate buildings, which was considered a worse. There was also a concern regarding the proposed Eversource power transfer station abutting this parcel and how the two projects would combine affect the area. After a deliberation among the membership present along with residents of Linden Park ECT resolved to oppose the Proposed Grand Junction Overlay Zoning Petition for the following reasons: The height and density of the allowed buildings are out of proportion to buildings on the northern side of Binney St, Fulkerson Street (where the bulk of the building exists), and the adjacent Linden Park homes. • The impact on the 2-story residential homes in Linen Park including shadow, noise from mechanicals, light from the building at night, and change in the look and feel of the area. • The Grand Junction path is not considered appropriate mitigation for this project. If Alexandria does gift the path to the City, constructing the path should not be mitigation for this project. The Eversource power transfer station planned for the adjacent parcel is not addressed in this zoning and will have a profound negative effect on the area. ECT has requested Eversource to find an alternative location for this station. If a new location was found, Alexandria has expressed an interest in purchasing the parcel as they believe it's a "game changer" for this project. In conclusion, we join with our Linden Park neighbors and respectfully urge the Ordinance Committee not to support this proposed zoning amendment. Very truly yours, Charles T. Hinds President, ECT East End House 105 Spring Street, Cambridge MA 02141 [email removed]

ATTACHMENT L 1/30/19 Dear members of the Council's Ordinance Committee, citanice I am writing for the Cambridge Residents Alliance to oppose APP 2018 #351 filed by Alexandria Real Estate. Alexandria is asking the city to allow a large "bio tower" in exchange for giving the city a small strip of land for the Grand Junction Pathway. We strongly support the Grand Junction Pathway. However, we feel creating the pathway should not be exchanged for granting Alexandria per- mission to build an oversized tower near residents' homes. The decision on the building should be independent of the bike path. The city should find other means to execute the pathway. Alexandria's petition proposes doubling the allowed FAR and building a 120' tower that is far too tall and too close to a residential area; the current height limit is 45'. The current zoning is intended to provide a transition to the residential neighborhood, as supported in the Envision plan: "create an intermediate sense of scale between adjacent activities." Buildings north of Binney St. should be lower than buildings south of Binney. We oppose any proposal that increases the current zoning to allow a taller office building with more density on the corner of Fulkerson and Birney Streets. Granting Alexandria's petition would create a bad precedent for allowing other towers to border residential neighborhoods across the city. We are also concerned that approving the petition could set a bad precedent for the parcel on which the parking garage on Binney St. currently sits. The Cambridge Residents Alliance wants to see more housing in Kendall Sq. to accommodate the thousands of jobs being added there. More housing is one of the top Envision plan priorities: "increase overall housing production." This parcel is already zoned to have greater density and height for housing. We would strongly support an appropriate residential building in this location. In addition, a residential building would have smaller and quieter mechanicals, and would create less traffic, and therefore would impact residents less. We also think Eversource's plans for its adjacent parcel need to be known before the zoning on this parcel is changed. We note that the proposed open space between a 120' bio-tower and a electrical sub-station is not beneficial or useful. Lastly, we request that the Council ask the petitioner to preserve all trees on the site until the tree protection ordinance is revised. We respectfully request that you vote against granting Alexandria's petition. It's miportant to note that for these Sincerely, reasons, the to was very negatest about Lee Farris VP, Cambridge Residents Alliance the proposal, t mittaly chorussed 269 Norfolk St. 02139 y world not The Cambridge Residents Alliance: Working for a Livable, Affordable and Diverse Cambridge [email removed] B ay noted much of the benefit recordDoss of the

ATTACHMENT M Lopez, Donna From: Piotr Mitros < [email removed]> Sent: Sunday, January 27, 2019 1:59 PM To: Paden, Liza; Lopez, Donna Alexandria and Eversource Real Estate Petitions Subject: I will not be able to show up to the upcoming hearing. As an abutter, I am writing in strong opposition to the petition for rezoning from Alexandria Real Estate. Unlike many abutters, I am not opposed to development and growth, but this is not the way to do it. We need a comprehensive plan for how we will rezone East Cambridge to allow growth and development while keeping the area nice, livable, and human-friendly. That's important to continued growth of the city, including in the long term, economic growth. Friendly places to live are also friendly places to work. If we have nice things to do in Cambridge, good transit infrastructure, and it's a nice, walkable city, that benefits everyone. Living next to ARE properties has been unpleasant; they're bad neighbors. We have been dealing with traffic safety issues on Cardinal Medeiros for years, with multiple near-accidents with kids almost getting killed due to inadequate loading dock capacity for the sorts of tenants they target (they're building a biotech cluster, which gets a lot of deliveries). What's bring myself, and others, into this discussion was a proposal by ARE to replicate the problem over by the K-Lo elementary school: when residents tried to block a giant tower, they came back with a plan which eliminated loading docks -- a long point of contention, eliminating acoustic shielding, and putting commercial buildings closer to residential. In essence, the message was that if residents didn't cave, they'd make the area unsafe and unlivable. The role of zoning and regulation is precisely to prevent businesses from externalizing costs onto other residents and to allow everyone to live together in peace. If I had my druthers, I would: • Paralleling low-income housing, designate a fixed percentage of commercial capacity for use by local non-profit community organizations, such as makerspaces, arts, theater, education, and similar uses. • Require such buildings to provide store fronts on the ground floor, and designate a portion of those to local small businesses owned by Cambridge residents. • Place the new Eversource power plant underground, and place an educational park on top of it. I could propose a nice design here. • Build a bike path along the train tracks running from Shaws McGrath Highway to the end of MIT, and a silent monorail underground, forming a public transit infrastructure connecting ARE commercial developments to Red Line / Kendall, to Green Line Extension, and to the length of MIT's campus • Designate a significant portion of ground space of new commercial developments as publicly-accessible green park space • Tighten commercial noise ordinances when near residential districts • At the same time, allow increased commercial growth by allowing businesses to build up. I would relax height requirements as well as FAR ratio requirements,. Of course, others might have other visions. I'd start a community dialog on what we want from East Cambridge, ask ARE to hold off on development (since any buildings started now might violate new codes), take six months for a dialogue, rezoning comprehensively, and then let ARE build within some sort of community-friendly boundaries. Best wishes, Piotr 1

Lopez, Donna ATTACHMENT N From: marie elena saccoccio < [email removed]> Sent: Tuesday, January 29, 2019 4:14 PM To: Lopez, Donna Fw: Alexandria/Grand Junction Petition Subject: Attachments: 1400_16th_Street.pdf; Hale and Dorr.pdf Dear Ms. Lopez, could you kindly copy this and distributed to the Ordinance Committee to be part of the official record? Members of the Ordinance Committee: I have attached here some documents I wish the Ordinance Committee members to consider in evaluating the Petition submitted by ARE. Lost in the CDD memo is consideration of the upzoning of what will be a giant lab building a breath away from residences. I respectfully wish to remind everyone that labs are very special buildings unlike any other buildings in our city. They operate 24/7 and light up the neighborhood. They have a very specialized air filtration system and even negative pressure chambers depending on the actual level lab research. Also, please consider that Cambridge, unlike most of the surrounding communities, allows for Level 3 research, which encompasses airborne pathogens, deadly to elderly and the young or otherwise vulnerable members of our city. The flammable solvents and pathogens will be traveling in and out of our residential community on our city roads, one accident away from a very dangerous scenario. I have attached here a very helpful description of lab building structures and requirements drafted by Ropes & Gray and also a finding from San Francisco in evaluating whether a facility is a lab or life science structure. They are indeed very distinct. I say this because our zoning code makes no distinction. Instead it relies on the catchall "lab" as if all are the same. In fact, when adopted here and why labs appear in same district as office space, is because as first envisioned, the "lab" was an adjunct to the doctor's or dentist's office. Hopefully this may trigger greater attention to the real issue at hand: giant lab structure a breath away from our residential district. Respectfully, Marie Elena Saccoccio, Esquire 55 Otis Street Cambridge, MA 02141 BBO# 552854 [phone removed]

SAN FRANCISCO THE PLANNING DEPARTMENT IVAS Letter of Determination 1650 Mission St. July 28, 2015 Suite 400 San Francisco, CA 94103 Lawrence Badiner Reception: Badiner Urban Planning, Inc. [phone removed] 95 Brady Street San Francisco, CA 94103 Fax: [phone removed] 1400 16th Street Site Address: Planning Assessor's Block/Lot: 3938/001 Information: [phone removed] Zoning District: PDR-1-D (Production Distribution & Repair-Design) Staff Contact: Kimberly Durandet [phone removed] [email removed] Dear Mr Badiner: This letter is in response to your request for a Letter of Determination regarding the property at 1400 16th Street. This parcel is located in the PDR-1-D (Production Distribution & Repair-Design) Zoning District, 58-X and 68-X Height and Bulk Districts, and Showplace Square/Potrero Plan Area. You have requested a determination of the proper land use classification for a proposed tenant (dba "Invitae") and have suggested that the proposed use is a Laboratory and not a Life Science use. Based upon the description in your request, Invitae provides medical information using genetic data beginning with a blood draw at a remote location by a doctor or a service such as LabTech. The blood sample is sent to Invitae where DNA is extracted from the blood sample and the requested genetic information is processed using genetic sequencing technology. The information is shared with the medical professional or patient to identify a client's predisposition to disorders such as cancer, cardiology, hematology, neurology, and pediatrics. Laboratory is defined in Planning Code Section 102 as follows: A Non-Retail Sales and Services Use intended or primarily suitable for scientific research. The space requirements of uses within this category include specialized facilities andlor built accommodations that distinguish the space from Office uses, Light Manufacturing, or Heavy Manufacturing. Examples of laboratories include the following: (a) Chemistry, biochemistry, or analytical laboratory; (b) Engineering laboratory; (c) Development laboratory; (d) Biological laboratories including those classified by the Centers for Disease Control (CDC) and National Institutes of Health (NIH) as Biosafety level 1, Biosafety level 2, or Biosafety level 3; (e) Animal facility or vivarium, including laboratories classified by the CDC/NIH as Animal Biosafety level 1, Animal Biosafety level 2, or Animal Biosafety level 3; 1) Support laboratory; (8) Quality assurance/Quality control laboratory; and (h) Core laboratory. www.sfplanning.org

Lawrence Badiner July 28, 2015 Badiner Urban Planning, Inc. Letter of Determination 1400 16*h Street 95 Brady Street San Francisco, CA 94103 Life Science is defined in Planning Code Section 102 as follows: A Non-Retail Sales and Service Use that involves the integration of natural and engineering sciences and advanced biological techniques using organisms, cells, and parts thereof for products and services. This includes the creation of products and services used to analyze and detect various illnesses, the design of products that cure illnesses, andlor he provision of capital goods and services, machinery, instruments, software, and reagents related to research anc production. Life Science uses may utilize office, laboratory, light manufacturing, or other types of space. As a subse of Life Science uses, Life Science laboratories typically include biological laboratories and animal facilities or vivaria, as described in the Laboratory definition Subsections (d) and (e). Your letter states that "While Invitae performs genetic testing on blood samples, it does not use '...organisms, cells and parts thereof for products and services..! which is the prerequisite for being a Life Science use." Based upon your description of the proposed use, I would concur that Invitae operates consistent with the definition of a Laboratory use and would not be considered a Life Science use. Planning Code Section 210.3 lists Laboratory as a Permitted Use under Non-Retail Sales and Services in the PDR-1-D District. APPEAL: If you believe this determination represents an error in interpretation of the Planning Code or abuse in discretion by the Zoning Administrator, an appeal may be filed with the Board of Appeals within 15 days of the date of this letter. For information regarding the appeals process, please contact the Board of Appeals located at 1650 Mission Street, Room 304, San Francisco, or call [phone removed]. Sincerely, Scott F. Sanchez Zoning Administrator cc: Kimberly Durandet, Planner Property Owner Neighborhood Groups 2 SNANING DEPARTMENT

Badiner Urban Planning, Inc. 95 Brady Street San Francisco, CA 94103 Phone: [phone removed] Lawrence Badiner Urban Planner E-Mail: [email removed] Web: badinerurbanplanning.com R+2015-008726 2AD July 2, 2015 CK# 1209 $630- Mr. Scott Sanchez Zoning Administrator San Francisco Planning Department ~. BANALES (CE) 1650 Mission Street, Suite 400 San Francisco, CA 94103 RE: 1400 16* Street Assessor's Block: 3938 Lot: 001 Zoning District: Production, Distribution and Repair: Design (PDR-1-D) District Former Zoning: Light Industrial (M-1) District Height District: 68-X/58-X Preservation: 3CS - Appears eligible for CR as an individual property through survey evaluation Request for Zoning Administrator Determination: Invitae is a Laboratory Use. Dear Mr. Sanchez: I am writing on behalf of 1400 16* Street, LLC ("Owner"), to request a Letter of Determination regarding the proper classification of a proposed tenant ("Invitae") al 1400 16* Street._You have already informally determined that Invitae is a Laboratory under Planning Code Section 102 and is a Permitted Use in a PDR-1-D District, and I request a Letter of Determination to officially confirm this. Background Invitae (NASDAQ: NVTA) is a medical testing company whose mission is to provide clients - from medical professionals to individuals - with access to medical informatior using genetic data. Invitae provides specialized medical information based upon genetic data for as little as $1,500 in an average of three weeks, with follow up results at no additional cost for up to 90 days. Invitae's clients, both medical professionals and patients, uses its proprietary web portal for many of their testing needs. Invitae's portal includes an easy to use catalog that allows clinicians to order custom or pre-set panels, download reports, track progress of the client's sample and interact with Invitae's support team.

Badiner Urban Planning, Inc. 1400 16*h St July 2, 2015 2 Lawrence Badiner Urban Planner Invitae's work begins with a routine blood draw (3 mL) at a remote location by doctor or a service such as LabTech. The blood sample is sent to the Invitae lab in a pre- packaged sample collection kit via prepaid overnight shipping. Upon receipt, genomic DNA is extracted from the blood sample and the requested genetic information is processed using genetic sequencing technology. This gives Invitae the raw information it needs to analyze through its proprietary and optimized bioinformatics platform, which is then ready to share with the online medical professional or patient. Invitae launched its first commercial offering (consisting of 216 genes) in late November 2013. Invitae offers 17 targeted panels encompassing 85 different genetic sequences that identify a client's genetic predisposition to disorders in the fields of cancer, cardiology, hematology, neurology, and pediatrics. Invitae was also able to obtain a Medicare license and secure contracts with BlueCross (BCBS) and SelectHealth in 2014. More detailed descriptions of the individual functions and preliminary plans are attached for your review. Planning Code Analysis Invitae falls within the description of an Analytical and Biological Laboratory under Planning Code Section 102: Laboratory. A Non-Retail Sales and Services Use intended or primarily suitable for scientific research. The space requirements of uses within this category include specialized facilities and/or built accommodations that distinguish the space from Onice uses, Light Manutacturing, or Heavy Manutacturing. Examples or laboratories include the following: (a) Chemistry, biochemistry, or analytical laboratory; (b) Engineering laboratory; (c) Development laboratory; (d) Biological laboratories including those classified by the Centers for Disease Control (CDC) and National Institutes of Health (NIH) as Biosafety level 1, Biosafety level 2, or Biosafety level 3; (e) Animal facility or vivarium, including laboratories classified by the CDC/NIH as Animal Biosafety level 1, Animal Biosafety level 2, or Animal Biosafety level 3; (f) Support laboratory; (g) Quality assurance/Quality control laboratory; and (h) Core laboratory.

Badiner Urban Planning, Inc. 1400 16't St July 2, 2015 3 Lawrence Badiner Urban Planner Invitae analyzes small blood samples for genetic information. It fits squarely within the definition of Analytical laboratory. A small area of the facility (Accessioning & DNA Extraction) could be considered a Biological laboratory, that portion which extracts the blood samples. Invitae follows the standards of a Biosafety Level 2 lab, but the Center for Disease Control (CDC) and National Institute of Health (NIH) do not dictate any of the Invitae's business requirements. The BSL-2 Lab is an Invitae requirement for handling the DNA extraction from the blood samples. The BSL-2 Lab environment is employed because it is recommended by OSHA for employee safety, but is not required by OSHA. Invitae is not a Life Sciences use under Planning Code Section 102: Life Science. A Non-Retail Sales and Service Use that involves the integration of natural and engineering sciences and advanced biological techniques using organisms, cells, and parts thereof for products and services. This includes the creation of products and services used to analyze and detect various illnesses, the design of products that cure illnesses, and/or the provision of capital goods and services, machinery, instruments, software, and reagents related to research and production. Life Science uses may utilize office, laboratory, light manufacturing, or other types of space. As a subset of Life Science uses, Life Science laboratories typically include biological laboratories and animal facilities or vivaria, as described in the Laboratory definition Subsections (d) and (e). [Emphasis Added] While Invitae performs genetic testing on blood samples, it does not use "...organisms, cells and parts thereof for products and services..." which is the prerequisite for being a Life Science use. While Invitae does use analytical and biological laboratories, there are many analytical and biological laboratories that are not Life Science Laboratories. The Life Science definition refers back to the Laboratory definition in Section 102, therefore it can logically be inferred that all Laboratories are not Life Science Laboratories. Planning Code Section 210.3 lists Laboratory as a Permitted Use under Non-Retail Sales and Services in the PDR-1-D District. Conclusion Invitae is an Analytical and Biological Laboratory and is allowed in the PDR-1-D district. Invitae does not fall under the Life Science definition because it is not using

Badiner Urban Planning, Inc. 1400 16'* St July 2, 2015 4 Lawrence Badiner Urban Planner ...organisms, cells or parts there of to provide produces or services." Rather, it is using genetics to test blood for existing diseases or reveal the genetic predisposition for diseases. We would therefore respectfully request a Letter of Determination confirming that that Invitae is properly classified as Laboratory under Planning Code Section 102 and is a Permitted Use in the PDR-1-D District. Please feel free to have you or your staff contact me at [phone removed] if you have any questions Sincerely, Juven Bod Lawrence Badiner Principal Cc: Dan Kingsley, SKS Steve Shanks, SKS

OFFICE SAMPLE SERVICE ROOMS OFFICES SAMPLE R&D LAB REAGENT ELEMENT POR USES RECEIVING PROGRAM ELECTRICAL SHIPPING / PRODUCTION STOCK ROOM GAS STORAGE SERVER POOM TOTAL TENANT AREA MACHINE SHOP LAB EQUIPMENT KIT RECEIPT AND EXTRACTION LAB MANUFACTURING MANUFACTURING OFFICE - MEETING SUPPORT OFFICES SEQUENCING LAB MANUFACTURING PRODUCTION LAB RECYCLING DOCK ACCESSIONING LAB PROCESSING DOCK OFFICE 890.52 890.52 CODE OFFICE OFFICE OFFICE 690.54 890.54 890.54 890.54 890.54 890.54 890.54 890.52 890.54 890.54 890.54 390.54 890.54 890.54 890.52 SECTION SIKS 104 37 65,569 SP 10,590 SF 1,184 SF 4,020 SF 2,644 SF 1,194 SF 4,16: SF 2,844 SF 2,233 SF 7,586 SF 7,258 SF 923 SF 35555 AREA 489 SF 925 SF 1849 SF 2,753 SF 1,176 SF 2,769 5F 7,355 SF AURE INVITAE 286 5F ELECTRICAL Copyrigit: 2015 by Prau Long Aschitreture 203 SF 1,360 SF 24,020 SE PROCESSING ELECTRICAL KIT RECEIPT AND SUPPORT OFFICES MANUFACTURING 1,791 SF 2,233 SF 7,355 SP LAB EQUIPMENT ACCESSIONING (BL2) • LABORATORY. SERVICE 1,176 SF ON SEQUENCING/CONFIRMATION 2,844SF DNA EXTRACTION (BL2) 10 2,644 SF 2,753 SF MACHINE SHOP KIT MANUFACTURE 7,258 SF R&D LABORATORY 923 SF INVITAE PRELIMINARY FIT-OUT DIAGRAM 1/32" = 4,161 SF STOCKROOM SHIPPING / RECEIVING 464 SF OFFICE 2,769 SF REAGENT 925 SF MANUFACTURE RECYCLING DOCK 1,194 SF DATA ROOM / CAGE 7,586 SF PRODUCTION OFFICES ROOMS 1,849 SF AIR 10,590 SF 1,184 SF PRODUCTION LABORATORY OFFICE - MEETING GAS ROOM - NITROGEN/COMPRESSED

PFAU LONG PRODUCTION LABORATORY SUPPORT OFFICES & MEETING ROOMS SKS INVITAE Copyright (e) 2015 by Ptou Long Archiberture Ater R&D LABORATORY SHIPPING & RECEIVING / STOCK ROOM INVITAE PRELIMINARY FIT-QUT PROGRAM ELEMENTS

ACAUTION SAMPLE ASSECCIONING LABORATORY SKS GAS ROOM - NITROGEN/COMPRESSED AIR INVITAE Copright s) 2015 by Pmo Long Ae-hise ture SEQUENCER DETAIL DATA ROOM / CAGE SEQUENCING/CONFIRMATION LABORATORY KIT EXAMPLE 10 Fer

spacc. PFAULONO STOCKROOM (2) RECYCLING DOCK KIT MANUFACTURE (10) DATA ROOM / CAGE (9) SHIPPING / RECEIVING (2) SIKS stand along refrigerators set to +4C and -20C. PROGRAM ELEMEN preparing and managing outgoing recyclable materials. ond we need space to assemble and ship out to customers. GAS ROOM - NITROGEN/COMPRESSED AIR (7) INVITAE DESCRIP Invitaes product involves the processing and interpretation of large amounts of data. Coperight (ch 2015 by Praw Long Archisectise produces significant recyclable materials and Invite will dedicate a loading dock for rely on a variety of plasticware, hardware, reagents, refrigerated materials, and other mailer, and poperwork. These kits are hand assembled and registered with our Internal Invitae holds 3 months of operating stock on hand at any given point. Product operations consumables. These are a mixture of in-house manufactured and outside vendor supplied. red unpacking ys needed porcient painick dors as well es open area for receipt Our product requires a substantial amount of third party supplies. Consuming these supplies Adequate space to locate several racks of servers and storoge is required to meet our basic Loading dock and open area for receiving large equipment delivery as well as all materials Our kit boxes are comprised of a crush proof cardboard box, a specimen tube, return FedEx properly. This room will be dedicated to the safe storage and containment of this equipment. The stock room is predominantly banks of shelves for dry room temperature storage as well as Some of our production robotics platforms required nitrogen gas or compressed air to function compute needs. The server room must be an access controlled and properly climate controlled software systems. These kits are becoming more and more specialized as our volume increases point of our product line PRODUCTION LABORATORY (3) KIT RECEIPT & PROCESSING (10) downstream robotic platforms which support our product. ACCESSIONING & DNA EXTRACTION (BL2) (5) lob technicians load, maintain, and moniter the robotics in this laboratory. This lab houses a variety of robotic platforms which make up the core of our product. package and registering the kit and contents into our software systems. This space is a process which involves checking in the received package, unpacking the kit from shipping dedicated space to receive and process these kits. Kit receipt and processing is a manual approach as defined by OSHA. in practice, we apply Biosafety Level 2' procedures in the and the accompanying order paperwork into Invitae's software systems. A team of trained and fingerprinting. Trained clinical lab staff and technicians manage the flow of specimens For the safety of lab personnel handling specimens, Invite follows a universal precautions" dedicated loading dock separate from general shipping/receiving. This work is the starting disease in humans and are very difficult to contract when air borne in a lab setting. Trained specimens and extract DNA into standard laboratory plasticware that is compatible with all Activities carried out in this lad include fragmentation, clean-up, size-selection, amplificotion, for work with specimens that might carry bacteria or viruses which cause only mild treatable specimen handling areas. BL2 procedures include mandatory personal protective equipment, Invitae receives product kits from customers 6 days a week, primarily vio FedEx. We require enhanced cleoning/decontamination, and specialized waste handling, BL2 labs are indicated Accessioning is the opening of the product kits (3 ml blood samples), registering the specimen through a three day process in this lab. Expert software systems track the work taking place. time. The DNA lab is dedicated to house the large robotic platforms which handle accessioned technicians work at custom built accessioning stations to process the kits and specimens one at a MACHINE SHOP conterence intostructure. R&D LABORATORY (4) REAGENT MANUFACTURE to fallitate fabrication of novel robotics. automation and freezers will define this space. SUPPORT OFFICES & MEETING ROOMS (1) INVITAE PRELIMINARY FIT-OUT PROGRAM ELEMENT DESCRIPTIONS in this space. Several R&D scientists will share this space. which are sent to local computers before being processed. SEQUENCING/CONFIRMATION LABORATORY (6) Lab staff and R&D scientists managing the production line and R&D lab benefit greatly This lab houses our next generation sequencing instrumentation. A handful of automated where breakout sessions and team meetings can happen with access to whiteboards and by being closely co-located with their labs. Support offices will be open plan office space in order to bring about a chemical reaction, or added to see if a reaction occurs) needed to where each person will have a sit-stand desk. Meeting rooms will be enclosed meeting rooms This lab is where new automation platforms and equipment are tested The lab will be a mix We manufacture some of the reagents (substances or compounds that are added to a system of benchtop space and instrumentation. Some amount of manual lab work will be carried out liquid handling robotic stations support a heterogeneous mix of sequencing instruments. These maintain the equipment in this lab. The sequencing instruments produce large volumes of data sequencing instruments run for several days once loaded. Clinical lab staff load, monitor, and our needs can only be met by custom robotics. The machine shop will house supples and tools run out process in-house. Dedicated lab space comprised of benches as well as liquid handling Most of our automated robotic platforms are purchased from third party vendors, but some of

MICROBES, MICE AND MINEFIELDS: UNIQUE ISSUES IN DEVELOPING AND LEASING LIFE SCIENCE FACILITIES William R. O'Reilly, Jr. Wilmer Cutler Pickering Hale and Dorr, LLP From the outside, life science facilities may look a lot like office buildings. However, the occupancy of laboratory space by pharmaceutical and biotechnology firms raises a unique set of legal issues. This article discusses those issues, and offers practical advice to those who represent developers, landlords and tenants of life science buildings.

American College of Real Estate Lawyers October 2014 Boston, Massachusetts MICROBES, MICE AND MINEFIELDS: UNIQUE ISSUES IN DEVELOPING AND LEASING LIFE SCIENCE FACILITIES By William R. O'Reilly, Jr.' Introduction I. The development, leasing and financing of buildings devoted to life science research and laboratory space present unique legal issues. From the outside, life science facilities may look a Lot like office buildings. However, occupancy of space by pharmaceutical companies and biotechnology research and manufacturing firms is far different than occupancy of office space. This article will sensitize the practitioner to legal issues for life science buildings in the areas of zoning, land use, regulatory controls, construction, financing and leasing, and offer relevant practice tips. Il. Life Science Facilities Defined Life science laboratories present real estate challenges in part because of what occurs there, how they are designed and built, and who occupies them. What Occurs in Life Science Laboratories? Researchers conduct experiments in life science facilities using materials such as biological agents (or pathogens), human and animal cell lines, bacterial cultures, chemicals such as solvents and acids, radioactive materials, vaccines and medical waste. Researchers may be studying genetics or using, generating and disposing of toxic chemicals. The use of laboratory animals (including mice and other rodents, or larger primates) may be an essential part of research and experimentation requiring the construction, maintenance and servicing of vivaria (i.e. special facilities for laboratory animals). Volatile chemicals may be being used under fume hoods which require significant venting, and indoor air quality may be of concern. Contaminated wastewater may be generated from experiments. In order to classify the level of risk associated with such facilities, the Centers for Disease Control and Prevention (CDC) designate four Biosafety Levels based on the degree of Mr. O'Reilly is a partner at Wilmer, Cutler, Pickering, Hale and Dorr LLP in Boston, Massachusetts where he practices real estate law. The author gratefully acknowledges the assistance of Marco Basile, Harvard Law School Class of 2015, in the preparation of this article.

precautions necessary to protect personnel, the environment, and the community? The concept of ascending levels of biosafety emerged in the mid-1970s from the CDC's involvement with annual biosafety conferences organized by what is now known as the American Biological Safety Association.? Biosafety Level 1 (BSL-1) is the lowest level of protection and applies to facilities handling microorganisms not known to cause disease regularly.* BSL-1 laboratories do not require special containment equipment or facility design. Biosafety Level 2 (BSL-2) facilities deal with moderately hazardous pathogens that cause disease by ingestion or exposure through skin or mucus. Personnel must wear gloves and protective laboratory coats, and laboratory doors must be locked.? Biosafety Level 3 (BSL-3) facilities handle serious and potentially lethal pathogens transmitted by air. BSL-3 laboratories must have restricted access, double-doors, and airflow directed into but not out of the workspaces? Finally, Biosafety Level 4 (BSL-4) facilities work on highly fatal pathogens, like the Ebola virus, for which there is no known vaccine or treatment."° They require the greatest level of precautions, including air protective suits supplied with positive pressure and complete isolation of the laboratory from other parts of the building." There are only twelve BSL-4 laboratories under operation or 12 construction in the United States. 2. How are Life Science Facilities Designed and Built? Life science facilities will tend to have higher floor-to-floor height than office buildings, and building systems that support high utility demand. Some of the unique physical features of life science space include wet labs; dry labs; cold rooms (walk in and built in); warm rooms (walk in and built in); satellite control rooms (i.e. rooms in which flammable or hazardous materials are stored); common control rooms; fume hoods; lab benches; autoclaves; vivaria; cabinets; and cage and bottle washers. It should be noted that the typical life science facility may have a mix of space - lab space, lab support space, and office space. Manufacturing of products ready for the market most often occurs in a separate lower cost facility. The research functions often occur in geographic 2 See CENTERS FOR DISEASE CONTROL AND PREVENTION, BIOSAFETY IN MICROBIOLOGICAL AND BIOMEDICAL LABORATORIES [hereinafter BMBL], Section IV (5th ed. 2009). Part II: Safety Conferences, 1966-1977, 2 J. AM. BIOLOGICAL SAFETY Ass'N, no. 4, 1997, at 10; Richard H. Kruse & Manuel S. Barbeito, A History of the American Biological Safety Association Part III: Safety Conferences 1978- 1987,3 J. AM. BIOLOGICAL SAFETY Ass'N, no. 1, 1997, at 11. BMBL, at 30. 5 Id. 6 Id. at 33. Id. at 35-37. 8 Id. at 38. 9 Id. at 42-43. 10 Id. at 45. " Id. at 45, 51-55. 12 BSL-4 Laboratories in the United States, FEDERATION OF AMERICAN SCIENTISTS, http://www.fas.org/programs/bio/research.html#USBSL4 (last visited June 6, 2014). - 2-

centers which are centered around higher education, other research institutes, and similar life science or pharmaceutical facilities. The proximity of academic talent, scientific advisory committees, and a qualified employee base, as well as regulators familiar with the needs of the sector, tend to concentrate these facilities in clusters. 3. Who Occupies Lite Science Facilities? Life science facilities are occupied by companies involved in biotechnology, life sciences, and medical research, and by pharmaceutical companies. Not infrequently, the companies are engaged in research that will take many years before it leads, if at all, to revenue producing products. Until such time, they are dependent upon venture funding, research grants or parent company guarantees. III. Regulatory and Development Issues The practitioner undertaking the conventional review of local, state and federal laws, regulations and ordinances affecting financing of a life science facility should be attuned to certain issues, as outlined below. •A. Zoning Restrictions 1) Uses A typical zoning code may or may not specifically address the nature of life science research and laboratory space, and may have hidden traps that adversely affect development of such space. A sophisticated zoning code may include a "Research and Development" use which, unless it contains limiting restrictions, will easily accommodate life science laboratories. Other codes, in an attempt to regulate the development of medical laboratories or hospitals, may have a "laboratory" use item which is in fact intended to apply to clinical laboratories, and the practitioner should recognize the need to distinguish those uses from the life science functions. Other codes may not address life science use at all, and the practitioner will be left to determine if broad use categories authorizing commercial or business uses apply.' Limitations in zoning codes on the location of properties where significant handling of hazardous materials occurs, or where manufacturing occurs, may be relevant to the analysis. 2) Animals as 52323 Com. Super. it. 199) datern oat a Coming conso care a coin Seeing a medical research laboratory met the zoning code's permitted uses of "business services," "office, general or professional," and "professional services," where the laboratory also engaged in consulting services related to its research). - 3-

Life science space may include a vivarium. Zoning codes may limit or prohibit animals in the building, often not because of an intent to prohibit laboratory use, but to avoid nuisance. Nevertheless, relief from any such prohibition will be required. 3) Building Height Because of the need for significant venting of fume hoods, and increased air handling needs, the amount and height of rooftop mechanical equipment will be greater than in an office building. Often, zoning codes will exclude rooftop mechanical systems from the definition of "building height," so long as the overall height of such equipment does not exceed a specified maximum height limit, or the coverage on the roof does not exceed a specified density limit. Such a limitation may accommodate a typical office building structure and permit rooftop mechanical equipment above an office building's roof line or parapet without violating zoning height limits. However, these limitations may be exceeded by the dense and high rooftop mechanicals required in lab buildings. Counsel and the project design professionals should be attentive to this issue early in the development process. In addition, because rooftop space will be at a premium, the ability of the building owner to allocate rooftop space to other uses (such as antennas, solar panels, or green roof features) may be adversely affected. As discussed in Section III B.1 below, building codes which limit "control areas" in which flammable liquids may be stored will often have the practical effect of limiting certain life science uses to the first six stories of a building. 4) Gross Floor Area and Leasable Area The divergence between a building's "Gross Floor Area" (GFA) under applicable zoning codes (which limits the size and density of a building) and its "Leasable Area" for purposes of leasing may be even greater than in other types of buildings. Research and development buildings may benefit from typical zoning provisions which exclude basement storage areas, vertical penetrations, and similar design features from the definition of Gross Floor Area. However, laboratory buildings will have a significantly higher proportion of shaft space than office buildings, and may include critical space, such as a vivarium, in a basement. The method of calculation of rentable space in a laboratory building typically will include these areas in "leasable area," and will result in an even larger positive differential between leasable area and zoning GFA than occurs in an office building. 5) Parking Ratios Laboratory uses tend to have a lower density of persons per square footage of space compared to office uses. In recognition of this fact, the Institute of Transportation Engineers (ITE) published guidance which is used by traffic consultants in analyzing traffic impacts of new - 4-

developments, and assumes that fewer person trips will be generated by R&D (Research and Development) space than office space. '4 Some zoning codes may group "office" and "R&D" uses together for purposes of determining the required number of parking spaces. In fact, the number of parking spaces necessary to service those portions of a building devoted to life science uses may be lower than what is required for office uses because there are fewer employees occupying the life science laboratory space. Building developers, owners, and their counsel should be attentive to this in negotiations with zoning authorities over the number of parking spaces required to be provided for such buildings. B. Other Sources of Regulation More so than with office, retail or residential structures, life science space is likely to be governed by other regulatory regimes. The practitioner should cast a wide net in his or her review of these requirements. 1. Building Codes! The International Building Code, in use in some form in every U.S. state and territory,' regulates maximum allowable quantities ("exempt amounts") of certain flammable liquids and other hazardous materials) per "control area" in a building that is classified as a Business Group B occupancy. A control area is an area enclosed in fire resistance rated construction walls and floors, and which contains flammable liquids and/or other hazardous materials. The number of control areas permitted per floor based on height within the building, and the resulting allowance of flammable liquids per floor, are based upon the applicable building occupancy classification. The total amount of exempt flammable liquids allowed as of right on particular floors decreases significantly at floors 4-6, and is negligible at or above floor 7. Exempt amounts are premised on the assumption that the building is fully sprinklered. If chemical quantities in excess of the exempt amounts are intended to be used or stored, they are classified as High Hazard Use (H-2, H-3 or H-4). In such event, the interior location of space devoted to H uses, and the "fire separations distance" between the perimeter of the building and adjacent lot lines, public sidewalks and ways, and buildings, is governed by the Building Code. The fire separation distance may exceed the zoning yard setback requirement. 14 Interview of Susan P. Sloan-Rossiter, Principal, Vanasse, Hangen, Brestlin. 15 The author gratefully acknowledges the assistance of Eric H. Cote, Principal, Hughes Associates Fire Protection Code Consulting, Marlborough, MA, in the preparation of this section. Thirty-five states and all four territories have adopted the International Building Code in full, while thirteen states have adopted it with limitations. In two states, certain local governments-but not the state governmenthave adopted the Building Code. INTERNATIONAL CODE COUNCIL, INTERNATIONAL CODES-ADOPTION BY STATE (May 2014), available at http://www.iccsafe.org/gr/Documents/stateadoptions.pdf. - 5-

Unprotected openings (such as windows) on the exterior of buildings may be limited due to the presence of H uses at the building perimeter and required fire separation distance. As a result, the design team and code consultants must coordinate with the owner/developers early in the development process to identify building code issues, including the need to harmonize life safety concerns reflected in the Building Code (which may limit windows) with urban design needs. Solutions may include building code variances premised on additional automatic sprinklers, the creation of "no building" zones on adjacent properties, relocation of lot lines to create sufficient fire separation distance, and the use of real estate conveyance techniques such as condominiums and ground leases to eliminate lot lines. Environmental Impact Review Regimes The National Environmental Policy Act (NEPA), and state environmental impact statutes modeled on NEPA, may present challenges to the development of new life science facilities. If there is community opposition to such facilities, existing statutory requirements to consider feasible measures to mitigate harm to the environment, as well as evaluate feasible alternatives to construction of the facility, may present fertile grounds for opponents to delay construction, particularly in an environment where there is fear of airborne pathogens. Boston University's experience developing a BSL-4 laboratory called the Biolab provides an example of some of these challenges. Although a BSL-4 lab includes the deadliest of pathogens, the Boston University experience may have implications on other laboratories, including laboratories at which BSL-3 research will occur. Significant additional cost and delay occurred while the project proponent evaluated the risk of contamination inside and outside of the building due to such possible events as earthquakes and terrorist attacks. In 2003, the National Institutes of Health awarded the Boston University Medical Center $128 million to construct the Biolab in the urban South End neighborhood of Boston for biodefense research involving highly hazardous pathogens like anthrax." Local residents sued to stop the construction under Massachusetts's state environmental impact statute, and they won before the state's highest court in Allen v. Boston Redevelopment Authority! The Supreme Judicial Court of Massachusetts held that the state's certification of the Biolab's environmental impact report had been arbitrary and capricious." The court reasoned that the report had failed to consider the release of a contagious pathogen into the urban community as a possible "worst case" scenario," and that it also had failed to consider geographical alternatives to the densely populated urban site.? 17 Allen v. National Institutes of Health, No. 1:06-cv-10877-PBS, slip op. at 4 (D. Mass. 2013). 18 877 N.E.2d 904 (Mass. 2007). 2º Id. at 914-15. The report had studied only the possible release of anthrax, which is not contagious, as a "worst case" scenario. Id. at 911. Id. at 916. - 6-

Despite the potentially sweeping implications of the Supreme Judicial Court's broad language, Justice Robert Cordy wrote separately to stress what he portrayed as the decision's narrow grounds." In his view, the court was not suggesting that any examination of a life science facility's environmental impact requires analyses of the "worst case" scenario and geographical alternatives. Rather, he explained that it had been arbitrary and capricious for the state's environmental agency to certify the Biolab's final environmental impact report absent these analyses only because the agency had previously directed Boston University to analyze the "worst case" scenario and to respond to comments that suggested alternative locations for the lab." Moreover, Justice Cordy emphasized that there are many projects such as hospital clinics, medical laboratories and nursing homes whose operation might create some risk of the release of contagious pathogens into the community, and that the decision did not as a matter of law require an environmental study of such risks (and the preparation of worst case scenarios regarding them), or deem any administrative decision not to require such studies an abuse of discretion?4 Boston University and its federal funding source had to litigate the Biolab's environmental impact not only under state law, but also under NEPA. A federal district court ruled in Boston University's favor in 2013 by holding that the National Institutes of Health had met the procedural obligation under NEPA to take a "hard look" at the facility's environmental consequences,? but only after Boston University had supplemented its original environmental impact analysis with a 2,700-page risk assessment that took an additional four years to complete.? The supplementary study analyzed the possible release of thirteen pathogens, six of which were BSL-4 pathogens, under 300 possible incidents grouped into five worst-case scenarios, such as an earthquake or terrorist attack.?? And the study considered two alternative sites—a suburban one and a rural one? It also discussed the Biolab's consequences for environmental justice—-that is, its possible disproportionate effect on low-income, minority, and medically vulnerable populations." Finally, the university had two sets of independent experts vet the study. One of the expert panels described the supplementary risk assessment as "the most scientifically sound rigorously conducted study that is possible "3l Boston University's experience with siting the Biolab is only the most recent high-profile example of the challenges environmental impact statutes pose to the development of life science 22 Id. at 917-18 (Cordy, J., concurring). 23 Id. 24 Id. at 917. 25 Allen v. National Institutes of Health, No. 1:06-cv-10877-PBS, slip op. at 72 (D. Mass. 2013) (internal quotation marks omitted). Id. at 8. 2 Id. at 14-17. 28 Id. at 43 29 Id. at 30-33. 30 Id. at 3. 31 Id. at 36. - 7-

facilities 32 In New York in the 1990s, residents of the Washington Heights neighborhood in Upper Manhattan used state and municipal environmental impact statutes to challenge zoning amendments and permitting that allowed Columbia University to site a BSL-2 biomedical research facility in the neighborhood. A state court held that the city had fulfilled its duty to take a "hard look" at the environmental impact of the siting, but only after the city had produced a 600-page environmental impact report that analyzed all public health and safety considerations in detail 33 In the late 1980s, the California Supreme Court ruled that the University of California, San Francisco had failed to adequately consider the possible environmental impact of relocating a biomedical research facility to the densely populated Laurel Heights neighborhood in San Francisco. 4 Residents of the neighborhood had sued under a state environmental impact statute amid "an intense and continuing controversy" over the facility's planned use of toxic chemicals, possible carcinogens, and radioactive substances.'S The university planned to locate the research facility in a 354,000-square-foot building that it owned, but more than half of the building space would not be available to the university until a few years after the facility opened 36 The court faulted the university's environmental impact report for failing to consider the environmental effects of the biomedical research facility's possible future expansion into the rest of the building space once it became available, which the court deemed likely although not certain.3? The court also held that the university had not adequately considered alternatives to the urban location given that the environmental impact report addressed alternatives in "a scant one and one-half pages of text in an [environmental impact report] of more than 250 pages. "38 3. Noise Ordinances Municipal ordinances regulating ambient noise may present a challenge for life science facilities due to the presence of heavy rooftop mechanical equipment. Baffling, screening and other noise mitigation may be required. Older facilities with less efficient equipment may present special challenges. 4. Wastewater Discharge 32 A research facility's potential environmental impact might also provide grounds for a local zoning authority to block a proposed siting of the facility under its general planning authority, absent a specific environmental impact statute. For example, in the mid-1980s residents of Morris Township, New Jersey succeeded in inducing Bell Communications Research, Inc. to withdraw its plan to develop a semi-conductor and fiber optics research facility in the town by placing pressure on the local planning board to consider denying zoning authorization on public health grounds. The residents presented their concerns about the risk of health effects from the potential release of toxic gases, leading to over two dozen public hearings and a regional controversy. See generally Environmental Concerns and Laboratory Siting: The Morris Township-Bellcore Case, in U.S. OFFICE OF TECHNOLOGY ASSESSMENT, THE REGULATORY ENVIRONMENT FOR SCIENCE 136-40 (1986) Save the Audubon Coalition v. New York, 586 N.Y.S.2d 569 (N.Y. App. Div. 1992). 34 Laurel Heights Improvement Ass'n v. Regents of University of California, 764 P.2d 278, 280 (Cal. 1988). 35 Id. at 280-81. 36 Id. at 283-84. 37 Id. at 287. 38 Id. at 290. - 8-

Local and state codes regulating discharge of wastewater to public sewer systems will require pre-treatment, fees, certifications and inspections. Tenants should be required to be responsible for obtaining the specialized permits and for separately monitoring and (if required) treating their wastewater, which are in addition to customary sewer hookup and connection permits. Air Permitting Similarly, emissions from fume hoods and other sources may complicate compliance with air pollution laws. In most states, air emission permits will establish limits on types and amounts of pollutants that can be emitted, and well as the sources of those emissions. As a result, the number of fume hoods often is limited, and air emissions from the use of cleaning substances (such as those required to maintain FDA-related certifications) may have to be authorized under the permit. Again, the tenant should be responsible for obtaining the permits required for their particular operations, and for performing any required monitoring and reporting obligations under the permit. 6. Local Licensing (i.e. Rdna and Animal Research) Individual municipalities might require local licensing for particular types of life sciences research. For example, public concern in Cambridge, MA in the 1970s over genetic experimentation at Harvard University and The Massachusetts Institute of Technology (MIT) prompted the city to issue the country's first recombinant DNA (rDNA) ordinance. The ordinance requires facilities using rDNA to obtain a permit from the Cambridge Biosafety Committee and to renew it annually.*° Although a national wave of local DNA ordinances followed the original Cambridge one,* some cities have since repealed their licensing requirements? and at least one state has barred its municipalities from passing ordinances that restrict biotechnology research. 43 7. Licensing for Use of Radioactive WRA Materials States require facilities using radioactive materials to comply with dense licensing requirements. The Massachusetts Radiation Control Program, for example, regulates personnel training, equipment testing, inspections, and procedures for receiving, opening, using, and disposing of radioactive materials.* State regulations usually cover all radioactive materials and radiation sources that are not separately regulated by the United States Nuclear Regulatory 39 See Sam Lipson, The Cambridge Model of Biotech Oversight, 16 GENEWATCH, no. 5, Sept.-Oct. 2003, at 7. 40 CAMBRIDGE, MASS. MUN. CODE ch. 8.20. 1 geStured Sarine or, gedera, in dear Rely anging red Marine nganisins 62 kamions A netical Peter 3. Balint eds., 1998). See, e.g., City of Berkeley, Cal., Ordinance 6160 (repealing Ordinance 5010). 43 VA. CODE. ANN. § 2.2-5509 (2013). 14 5 MASS. CODE REGS. § 120.100. - 9-

Commission, which oversees radioactive materials produced in nuclear reactors.45 8. Other Permits and Licenses Operation of a life science facility may often require compliance with other regulatory requirements, such as local codes regulating the use and storage of flammable liquids, state laws regulating the generation of hazardous materials, and federal laws regulating the storage of controlled substances. IV. Leasing and Financing Issues The practitioner should be alert to the practical issues discussed below in connection with leasing, development and financing of life science facilities, and in conducting due diligence. 1. High Cost of Tenant Improvements and Complexity of Installation Specialized fixtures and equipment for life science facilities result in higher TI costs and allowances. As a result, landlords may likely require longer lease terms to recover up-front investments, even though tenants may wish shorter terms due to uncertainty of future funding and business prospects. Similarly, landlords may seek higher security deposits and stronger credit to assure lease performance, not only due to high TI costs, but because of the riskier uses, discussed below, and potential tenant responsibility for removal of hazardous materials. Installation of the TI work in a life science facility will involve specialized equipment. Selection of the contractor and control over who performs the work must take this into account. The "commissioning" of space to ensure that it is ready for use and occupancy by the tenant may involve third party testing and re-testing for functionality of numerous systems, equipment and fixtures. The parties should take into account the extra time required for this commissioning work when establishing protocols for turnover of space and rent commencement. Because of the high cost of tenant improvements, tenants are particularly alert to ensuring that they do not "pay twice" for specialized fixtures and equipment in the establishment of fair market rental value for renewal terms. Tenants also sometimes argue that sublease profits should be measured in a way which acknowledges the tenant's full reimbursement, through payment of base rent, for TI costs. Yield Up Conventional yield up clauses may not address with the appropriate level of precision landlord and tenant rights and responsibilities with respect to retention or removal of specialized See PERKINELMER, GUIDE TO THE SAFE HANDLING OF RADIOACTIVE MATERIALS IN RESEARCH 8 (2007). - 10 -

improvements.4 In order to avoid confusion at the expiration of the term, a lease might specifically address fixtures and equipment such as cabinets, lab benches, rubber flooring, fume hoods, built in warm or cold rooms, walk in warm or cold rooms, clean rooms, autoclaves, and cage and bottle washers, and specify which, if any, may (or shall) be removed by tenant at lease expiration, and which shall remain as part of the premises. 3. Responsibility for Hazardous Waste Indemnity The lease will acknowledge that hazardous materials (and possibly biomedical waste) will in fact be used and handled on the premises - the standard office building clause allowing de minimus amounts stored in proper containers will not suffice! Tenants should covenant that they will store and handle the same in compliance with law. Landlords may require that operating plans and that Spill Response Plans and protocols for responding to releases or events which could create a threat to the health and safety of building occupants or the public be filed with the landlord. Tenants should be obligated to immediately report any release or failure to comply with a protocol to landlord. The amounts of hazardous materials which may be brought on site might be limited to the amounts (or proportionate share of amounts) authorized by licensing, building code or other regulations which limit by quantity or type particular hazardous materials allowed on site. Landlord may require that tenants pay all increased property insurance premiums attributable to specific hazardous materials used by particular tenants. Landlords may want tenants to agree to pay for annual testing or auditing to verify compliance with protocols and that there has been no contamination, particularly if such testing is triggered by a release or other act or omission of the tenant. The occasion of the sale or financing of the facility, or general due diligence, might also give rise to landlord's desire to undertake such testing, at the landlord's expense (unless contamination is found, in which event tenant should be responsible for inspection costs). Landlord will want to reserve the right to undertake testing, without material interference with tenant's operations. Landlords and tenants may clarify the conventional indemnification by tenants with respect to claims arising out of contamination of the property by tenant. Such claims will arise generally due to the presence of hazardous materials caused by tenant or due to a breach of covenant. In the first instance, tenant should be responsible for remediation and response actions in compliance with law (and subject to reasonable supervision by landlord). The indemnification should extend beyond the premises to other space in the building and to adjacent property affected by tenant's contamination. The tenant may want to specify the precise timeframe of the activities for which it indemnifies the landlord, especially if the tenant has a relationship with the ° Cf., e.g., Erly Juice v. Lacy Petroleum, Inc., No. 01-91-01080-CV, 1992 WL 258595 (Tex. App. 1992) (holding that laboratory equipment and cabinets were not covered by a general yield up clause stating that "[a]ll alterations, improvements, and additions to the leased premises ... shall ... become Landlord's property at the termination of this lease"). - 11 -

previous tenant. 47 Tenants may also want to clarify the standard to which it must clean up any release, and that their obligation to remediate does not include an obligation to remediate to a standard higher than what is required by law (i.e., there is no obligation to remove hazardous materials to a level which is lower than the "reportable quality" threshold), or to remediate to a level higher than standards more stringent than those associated with the current type of use. Landlords, however, may reject this approach, seeking a return to the condition of the space prior to the tenant's occupancy. The parties may negotiate a specific period of time after expiration or termination of the lease that the indemnification survives. 4. Baseline Report at Term Commencement and Decommissioning Report at Yield Up The prudent landlord will require a tenant to deliver, prior to lease expiration, an Environmental Health and Safety Surrender Plan which sets forth in detail the steps to be taken by the tenant to render the demised premises free of such materials other than in unregulated de minimus amounts. A typical Surrender Plan may inventory chemical, biological and radioactive materials, specify the applicable clean up standard, undertake a hazard assessment, and describe the steps to be taken to decontaminate and decommission the premises. Such steps might include removal of all waste, and decontamination of hoods, vivaria, sink taps, wastewater neutralization systems, air handling systems, refrigerators, freezers, photo processing plants, and other specialized equipment and fixtures. The tenant should covenant to perform the steps identified in the Surrender Plan, and deliver to landlord from a certified industrial hygienist a certification that the Surrender Plan has been complied with. In its review of the Surrender Plan and certification, tenant should be obligated to cooperate with landlord and its consultants by providing non-proprietary information regarding tenant's use and operations, and by reimbursing landlord for review and audit of the documentation by its consultant. Some regulatory regimes (such as licenses to handle and store radioactive materials) may prohibit occupancy or control of designated areas of the premises by anyone other than the licensed entity until the licensing authority is satisfied that the space is free of radioactive materials and has been "released" for further use. In such event, the tenant Surrender Plan and industrial hygienist's certification should include evidence of satisfaction of these requirements, and the "close out" of other permits. 47 See, e.g., Bank v. Thermo Jarrell Ash Corp., No. 96-03604-B, 1998 Mass. Super. LEXIS 524 (Mass. Sup. Ct. 1998) (concluding that the temporal scope of a clause indemnifying the landlord "against any claim, loss or cost arising out of any release of hazardous materials arising out of Lessee's use or activities ... on the Premises during the term of the Lease" was ambiguous, where the tenant had taken over the lease after succeeding to the interests of - 12-

An incoming tenant will want to receive a copy of the prior tenant's Surrender Plan and certification, in order to establish a baseline against which its own responsibility for management and clean-up of hazardous materials can be measured. Tenants may also seek a representation that the landlord has no actual knowledge of the presence of hazardous materials in the premises. The landlord will want to limit this representation to the matters in the project's environmental assessments. Surviving Obligation to Pay Rent Because of the stringent obligations imposed on life science tenants to yield up space free of hazardous materials, incoming tenants will not occupy space which is affected by any contamination, and as noted above, in some instances regulatory provisions will prohibit such occupancy. As a result, landlords request that the departing tenants remain obligated to pay rent on any space which is contaminated, until remediation is completed after lease expiration or termination, regardless of whether the tenant has possessory rights in the premises. Such surviving rent obligation might also apply if tenant is tardy in delivery or performance of the terms of the Surrender Plan referred to above or in delivery of the certifications required thereby. 6. Restricted Access Tenants may be sensitive to protection of intellectual property evident in its demised space, to disruption of experiments, or to creation of undue risk to human health and safety. Accordingly, tenants may want to modify the conventional clauses which permit the landlord to inspect the premises generally, and to show it to potential tenants, purchasers, lenders or investors. The tenant may retain the right to designate certain areas in the premises which are subject to restricted access and security measures. For these secure areas, access might be limited in time (after significant advance notice), frequency and duration, and may be subject to other security measures and protocols. In extraordinary circumstances, except in cases of emergency threatening imminent harm, inspection rights may be eliminated, or be subject to a requirement that personnel of landlord or its representatives sign non-disclosure agreements. In a multi-tenant facility, the tenant might also seek to limit the extent to which the landlord may undertake construction in adjacent premises, given the risk that vibration and debris could pose to sensitive experiments. 48 7. Cleaning As with other facilities, Landlord and tenant will bargain as to whether interior janitorial service will be included as part of landlord's services, or undertaken by tenant. In light of the 48 See, e.g., Massachusetts Biomedical Imitative, Inc. v. Vernon Hill Development Realty, LL.C, No. 06-2167-3, 2006 Mass. Super. LEXIS 510 (Mass. Sup. Ct. 2006) (enjoining landlord from using "construction equipment that causes noticeable vibrations" , causers rigable ibrations improve baja ten of aes try mhe hear eaths les epressly est or tel premises"). - 13-

potentially fragile or sensitive nature of tenant's equipment, precautions to protect and minimize disruption to such equipment may be appropriate. 8. Utilities, Operating Costs and Taxes Operating costs and taxes in life science facilities may be higher due to increased electric or water demand, shorter useful lives and higher maintenance costs of HVAC and other building systems, maintenance and operation of significant back up power supplies, and higher value of improved space. In a multi-tenant facility, and in a mixed use facility, where there are tenants whose primary use is office or retail, tenants should be attentive to proper allocation of these expenses. Separate meters or check meters may be appropriate. Some tenants may require abundant amounts of chilled water or excess electricity. Subject to reasonable controls by landlord, such tenants may be responsible for installation (and maintenance) of additional conduits and electrical equipment, and chillers and pumps to create additional cooling capacity. BTU and electric check meters may be required as part of such installation. Casualty 9. Restoration after casualty may be significantly complicated by the presence of chemicals, toxins and the like which were lawfully introduced to the premises by tenant. Conventional lease provisions obligating the landlord to restore within a time certain may need to be modified (possibly in the context of the applicable force majeure clause) to make clear that the restoration deadline is tolled by the delay resulting from licensing, regulatory supervision, and additional time required in connection with the mitigation of hazardous materials in the affected space. 10. Vivaria; Animal Care In multi-tenant buildings, landlords may want to provide that the transport of animals, animal food, animal waste and animal supplies be limited to specific time periods and locations, and that vivaria (and supporting building systems) are regularly cleaned and maintained. 11. Rehabilitation of Existing Structures There are a number of factors which make conversion of existing structures to life science facilities challenging. These include stringent requirements for high hazard (H) uses, not only with respect to fire separation distance and fire wall resistance ratings, but also with respect to sprinklers, maximum length of exit access travel, heavy structural load requirements, and heavy venting, rooftop mechanical, emergency power, and utility demands. - 14-

12. Emergency Power Given the importance of electrical power to ongoing experiments and equipment, the prudent tenant will satisfy itself that there is an emergency backup power system with abundant capacity for tenant's needs, and that it is properly maintained in accordance with manufacturer's specifications. As a matter of risk allocation, landlords will want tenants to acknowledge that it is not a guarantor of the availability of such power. However, landlords may still have a responsibility not to negligently interrupt the tenant's power supply, even if the lease includes a broad exculpatory clause.* 13. Conclusion Development and leasing of life science facilities present interesting challenges to the practitioner, and opportunities to assist the parties in allocating risks at buildings at which important scientific work is being done. As with any complex matter, understanding the clients' goals and practices, and overlaying traditional real estate law and customs to non-traditional circumstances, will help the practitioner to effectively counsel landlords, tenants, developers and lenders in this challenging area. Mine. Col. Natural Process Designs, Inc. v. Lawrence Transportation Co., 2009 Minn. App. Unpub, LEXIS 729 App. 2009) (holding a landlord liable when one of its employees inadvertently unplugged the electricity to the tenant's freezers, which contained perishable research material, because the lease's exculpatory clause, although broad, could not excuse the landlord from its basic duties). - 15-

AMACAMENT O LivableStreets livablestreets.info Connecting People + Places 70 Pacific Street - Cambridge, MA 02139 • [phone removed] January 29, 2019 Cambridge City Council 795 Massachusetts Avenue Cambridge, MA 02139 Re: Zoning Petition - Grand Junction Pathway Overlay District Dear Members of the Ordinance Committee, I am writing to express support for the community benefit proposed by Alexandria Real Estate Equities, Inc. for the creation of a multi-use path along the Grand Junction rail corridor between Binney Street and Cambridge Street. The path is proposed to run alongside the existing rail right-of-way between Boston University and the Somerville City line, connecting to the larger regional network of multi-use paths. The vision for the Grand Junction corridor has been proposed since the 1990's and has been a key recommendation of the Green Ribbon Open Space Study and the Kendall Square Mobility Task Force. While much progress has been made in advancing various sections of the Grand Junction corridor, this section is not controlled by the City of Cambridge but by a collection of entities including MassDOT, the MBTA, Cambridge Housing Authority, and private owners such as Alexandria Real Estate. This lack of ownership by the City has often put into question the feasibility for constructing this section. Therefore, the proposal by Alexandria Real Estate provides a unique solution to a long-standing land-use question regarding the Grand Junction corridor. This also allows a section of the Grand Junction corridor to move forward on an advanced timeline and without the previously allocated $10 million from the City of Cambridge for design and construction. By proposing to build this section of the Grand Junction corridor, Alexandria Real Estate is providing an immense benefit to regional transportation, public health, and quality of life. Therefore, while LivableStreets does not weigh in on questions of appropriate permitted uses, dimensional requirements, gross floor area exemptions, height, setbacks, or transfer of remaining gross floor area, we encourage the Planning Board to consider a zoning variance that aligns with the existing urban landscape and assures that this community benefit is constructed. This is a unique opportunity for the City of Cambridge to advance an important project through leveraging the community benefits process. Alongside the Planning Board and the residents of Cambridge, we encourage the Ordinance Committee to find a compromise in the zoning variance that assures the construction of this section of the Grand Junction corridor. Sincerely, Tony Lechuga Program Manager, LivableStreets

ATTACHMENT P MassBike January 29, 2019 To the Cambridge Planning Board and the Cambridge Ordinance Committee: I am writing in support of the planned development of the Grand Junction Community Path by Alexandria Properties between Binney Street and Cambridge Street. MassBike has been active in the development of a linear park that provides safe, off-road cycling access for recreation and commuting for years along the Grand Junction right-of-way, and this parcel would be a crucial step to creating a seamless bike pathway network in Cambridge. We believe that the public-private partnerships that foster sustainable transportation are key to successful development throughout Cambridge, especially in the dense locations around Kendall Square. The ability of Kendall Sq over the years to expand so greatly while not inducing congestion from automobiles is a testament to the principles and values shared by the developers and the City. We believe this partnership will similarly benefit the Grand Junction Pathway, which will be utilized as a sustainable transportation route. We also want to note that some of the land under consideration is partially in control by the City of Cambridge, however either end of this corridor segment that are to be transferred to the City were made possible by a consolidation of parcels by the developer, which facilitates an easy transfer of the land, including an entrance and park to encourage use of the pathway. We hope that the Cambridge Planning Board and Ordinance Committee will favorably look upon this development, in order to facilitate this land to be transferred to the City of Cambridge and turned into a community pathway. Please feel free to reach out with any questions or comments. Sincerely, Valer Mock Galen Mook Executive Director MassBike [email removed]

ATTACHMENT Q Lopez, Donna sheliwortis < [email removed]> From: Sent: Wednesday, January 30, 2019 11:14 PM To: City Council; Lopez, Donna Subject: correction to my letter sent earlier this evening To the Honorable Members of Cambridge City Council: I attended the Ordinance Committee meeting tonight about the proposed Alexandria upzoning petition. I watched the end of the meeting on cable t.v. I am so proud of my neighbors from the Linden Park Neighborhood Association who spoke eloquently in opposition to the special permit for Alexandria. And thank you to the Ordinance Committee for holding off. Who really benefits from upzoning? Let's get the data (thank you Councilors Devereux, Carlone, Zondervan, and Siddiqui). Linden Park Neighborhood Association provided some tonight. Let's get more! If we keep relying on commercial developers' tax dollars to pay for schools and services for the city, shame on Cambridge. We must find other ways to sustain our city and keep it livable for everyone. Those young men from the Carpenters' Union won't be able to live here anymore if we keep allowing luxury commerce and housing to take over our city. And I will add that Cambridge, which prides itself on diversity, is doing business with an Alexandria team comprised of 14 white men, two white woman, and one Asian man. I mention this because my neighborhood - around the corner from Binney and Fulkerson - was once diverse. That is rapidly changing, thanks to the huge growth in development around Binney St., Kendall Sq. and M.I.T. Sorry for the rant, Sincerely, Sheli Wortis 106 Berkshire St. 02141

Lopez, Donna ATTACHMENTR From: Bobby Travers < [email removed]> Sent: Wednesday, January 30, 2019 11:22 PM To: Lopez, Donna Subject: Alexandria Real Estate Project at Fulkerson and Binney Streets Hi Donna I was not available to attend tonight's City Council Ordinance meeting and wish to have my comments submitted for the record. As a lifelong resident of Fulkerson Street, I hope the city council can work with Alexandria to lower the height. The current height that is being proposed in the zoning petition is much too large. If this can be accomplished everyone will benefit from the project. Robert V. Travers, Jr. 54 Fulkerson Street Cambridge, MA 0214[phone removed]

Lopez, Donna ATTACHMENT S From: Jason Alves < [email removed]> Sent: Wednesday, January 30, 2019 2:37 PM To: City Council Cc: Lopez, Donna Grand Junction Petition Subject: Dear Councillors and Ordinance Chairs On behalf of the East Cambridge Business Association (ECBA), I'm writing in support of the intentions of the Grand Junction Overlay petition submitted by Alexandria Real Estate. The creation of the Grand Junction Multiuse Path (GJMP) has been a long-time advocacy goal of the ECBA. We envision the path improving the connections between Cambridge Street businesses and Kendall Square workers. The path would tap into a future network of paths that could bring many recreational users and visitors into the business district that would support the many small businesses along Cambridge Street. The GJMP has always been envisioned as a project of opportunity. It has taken many years and the leverage of many different projects to bring this path to fruition. This stretch of track is the last remaining section to be committed and this proposal would substantially advance the path's completion. This type of proposal is not uncommon in the long history of assembling parcels for this transportation project. Alexandria Real Estate is a good example of the type of business we want to have doing business within the City of Cambridge. They have a history of demonstrating that they are responsible developers that are willing to be an active part of the community and strive to make it better. Their vision for distributing mass and density away from the neighborhood seems an appropriate approach to dealing with a site straddling different zoning districts. We hope that the ordinance chairs can take the constructive feedback of the planning board and work with the petitioners and abutters to craft changes that will deliver a long sought amenity in the GJ path and a suitable project for ARE and the neighborhood. Jason Alves Executive Director East Cambridge Business Association Office: [phone removed] @EastCambBiz www.EastCambridgeBA.com