a report from Councillor Dennis J. Carlone and Councillor Craig A. Kelley, Co-Chairs of the Ordinance Committee, for a public hearing held on April 3, 2019 to discuss the zoning petition filed by Stephen R. Karp, Trustee of Cambridge Side Galleria Trust to add a new Section 13.100 to Article 13 and to amend the zoning map to add a new PUD-8 District Overlay

ATTACHMENT A 3.1.a Cambridgeside Galleria Associates Trust c/o New England Development • 75 Park Plaza Boston, MA 02116 February 7, 2019 VIA HAND DELIVERY 20191 Mayor Marc C. McGovern FEB Vice Mayor Jan Devereux Ordinance Committee Co-Chair Dennis J. Carlone Ordinance Committee Co-Chair Craig A. Kelley City Councilor Alanna M. Mallon City Councilor Sumbul Siddiqui City Councilor E. Denise Simmons OFFICE OF THE HIY CLEA CAMURIDGE, MAGSACHUGETT City Councilor Timothy J. Toomey, JI. City Councilor Quinton Y. Zondervan Cambridge City Hall 795 Massachusetts Ave., 2nd Floor Cambridge, MA 02139 Re: Zoning Amendment Petition Dear Mayor McGovern, Vice Mayor Devereux, Ordinance Committee Co-Chairs Carlone and Kelley and Councilors Mallon, Siddiqui, Simmons, Toomey and Zondervan: On behalf of New England Development and Cambridgeside Galleria Associates Trust, I am pleased to submit for your review the enclosed rezoning petition for the proposed amendment to the Zoning Ordinance of the City of Cambridge and the Zoning Map in connection with the adoption of a new Planned Unit Development (PUD) 8 District. Together with the City, we developed CambridgeSide in the mid-1980s under a PUD Special Permit, which approved the retail-focused project then known as the Galleria at Riverside Place (now known as CambridgeSide). On a personal level, it is exciting to have the opportunity over 30 years later to partner again with the City to re-imagine this project in light of changed circumstances and neighborhood needs. We are submitting this petition as part of our continuing effort to enhance our property and the East Cambridge neighborhood. Like most malls across the country, CambridgeSide has seen a decline in retail rental demand and customer traffic in recent years as e-commerce threatens brick and mortar retail. Despite consistent efforts to attract new tenants, including a recent multi-million dollar interior renovation and an application to expand permitted office use

3.1.a at CambridgeSide, the long-term success of CambridgeSide as a mixed-use center requires a more comprehensive redevelopment. The enclosed site renderings illustrate the current project, as recently updated, as compared to the condition of the area before we began our redevelopment of the site in the 1980s. The enclosed petition reflects the result of a comprehensive planning effort to create a viable redevelopment plan. This effort began primarily in response to changed market demands and then evolved based on feedback received from various residents, City departments, City officials and business and neighborhood groups, resulting in a comprehensive vision for the future of CambridgeSide. The redevelopment plan will continue to be consistent with the original 1978 East Cambridge Riverfront Plan, as well as the more recently adopted 2011 Cambridge Riverfront Plan to shape the site and its use over the next 30 years. During the course of our discussions with various neighborhood groups and City departments, it became clear that there is an ongoing interest in maintaining both a core retail presence at CambridgeSide and the first floor public access to the Canal. We also heard a strong desire to enhance the mixed-use nature of the project, re-imagine First Street and improve the pedestrian and bicycle experience in and around the project. By way of example, the enclosed First Street renderings show First Street as it exists today, compared with how we envision it under the rezoning. : Amend Zoning to add PUD-8) We have developed the enclosed rezoning with these goals in mind. Accordingly, the #6 proposed PUD 8 District would require us to maintain the existing core retail and first floor Canal access at CambridgeSide while introducing approximately 600,000 square feet of complementary uses, including residential, to create a more vibrant mixed-use project. Sustainability concepts are also integrated into the petition with an eye towards planning for the future. As you can see from the enclosed illustrative renderings, we envision a newly activated First Street to further integrate the project with our neighborhood. First Street has already been undergoing an impressive transformation and we look forward to playing a role in enlivening the area, including introduction of active ground floor uses and enhancement of pedestrian and Zoning Galeria_PUD (APP bicycle experience and safety. In addition to revitalizing CambridgeSide and responding to our discussions with various groups and individuals, we anticipate that the rezoning will have the following benefits: • Preserving the atrium as a public connection between the Canal and Charles Park; • Improving the surrounding streetscape, including enhancement of the on-site pedestrian experience; • Expanding and/or adding pathways to increase bicycle safety at or within the vicinity of the project and to encourage bicycle transportation; • Introducing a diverse mix of uses that will bolster the existing core retail uses and complement the proposed residential component; and • Other benefits to be fully discussed and finalized during the rezoning process, such as:

3.1.a • Offering a wide variety of regular programming for the benefit of the public at or within the vicinity of the project, including the Canal, and undertaking periodic events in concert with other nearby property owners in order to foster the vital connection to a more dynamic Rivertront; • Developing a system that simplifies cooperation with the local Arts Community and allows local artists to have opportunities where they can perform, display and/or sell their work at or within the vicinity of the project, including the Canal; • 0 Introducing a seasonal Farmers Market at the crescent surrounding the Canal on the samo day and time of each week; • Working with the School Department to give every local fifth grade student an • opportunity to interact with the Charles River as part of an educational experience all students can have before they graduate; • Hosting a free picnic/boat ride on the Charles River for local seniors one day each week from May through September; and • Becoming an active partner with our neighbors by donating to the Tree Fund as we would also like to see an increase in the number of trees in Cambridge. As noted above, we have been speaking over the past year with various residents, City departments and officials and neighborhood and business groups, including the Mayor, the Vice Mayor, individual City Councilors, the Community Development Department, the Inspectional Services Department, the Traffic, Parking and Transportation Department, the Water #6 : Amend Zoning to add PUD-8) Department, the Department of Public Works, the Fire and Police Departments, the City Arborist the East Cambridge Planning Team and the East Cambridge Business Association, in preparation for submitting the enclosed rezoning. We now look forward to beginning the formal review process with you, and are confident that we can help to re-invigorate the East Cambridge neighborhood through our collaboration on this rezoning and the creation of a more dynamic mixed-use development. Thank you for your consideration of this rezoning petition. Very truly yours, Attachment: Zoning Galeria_PUD (APP 2019 Trustee of cambridgeside Galleria Enclosures Assoclates Trust

3.1.a I NEW ENGLAND DEVELOPMENT I 1990 EAST CAMBRIDCE RIVERFRONT 9 #6 : Amend Zoning to add PUD-8) Attachment: Zoning Galeria_PUD (APE: DEVELOPMENT HISTORY ( CAMBRIDGESIDE Packet Pg. 150

3.1.a 2114 DEVELOPMENT I ! VEIN ENGLAND 2018 REBRANDING Attachment: Zoning Galeria_PUD (APP 2019 #6 : Amend Zoning to add PUD-8) REFRESH AND REBRAND It CAMBRIDGESIDE Packet Pg. 151

3.1.a NEW ENGLAND DEVELOPMEV:| PROPOSED FIRST STREET 9 #6 : Amend Zoning to add PUD-8) Attachment: Zoning Galeria_PUD (APF FIRST STREET TSEAR E0E10 STING FIRST STREET ( CAMBRIDGESIDE' Packet Pg. 152

3.1.a The owner of land to be affected by this petition hereby petitions the City Council of the City of Cambridge to amend the Cambridge Zoning Ordinance and the Cambridge Zoning Map, both as most recently amended, as follows: Add a new Section 13.100 to Article 13.000 of the Zoning Ordinance of the City of Cambridge as set forth in the attached document. Amend the Zoning Map of the City of Cambridge to add a new PUD-8 District overlaying that certain area (which includes parcels and portions of ways and streets) labeled as "PUD-8 District" on the attached map entitled "Proposed PUD-8 District". Attachment: Zoning Galeria_ PUD (APP 2019 #6 : Amend Zoning to add •._.

3.1.a PLANNED UNIT DEVELOPMENT 8 DISTRICT 13.100 13.101 Purpose. The PUD-8 District is intended to provide for the creation of a vibrant mixed- use district of high quality general and technical office and lab use, active commercial use, including retail, fitness and restaurant, components of residential use and enhancement of open space to serve residents of the District and the surrounding neighborhoods, as well as workers, students and visitors. The PUD-8 District and service-oriented ground floors that will activate surrounding public streets and spaces, such as First Street and Lechere Canal Park. The expectation is for the District to continue to be a recognizable center of activity and economic viability for East Cambridge and the surrounding neighborhoods in light of the changing landscape of brick and mortar retail. Development in the PUD-8 District is expected to meet standards for urban design, architectural design, environmental sustainability and open space design. To the extent reasonably practicable and subject to the provisions of Section 13.107.4 below, new buildings shall be generally consistent with the policy objectives set forth in the Eastern Cambridge Planning Study dated October 2001, the guidance provided in the Eastern Cambridge Design Guidelines dated October 15, 2001 and the Cambridge Riverfront Plan dated Spring 2011. #6 : Amend Zoning to add PUD-8) 13.102 PUD-8 Special Permit. Eligible Development Parcel. To further the purpose of this Section 13.100, an 13.102.1 applicant may submit a Development Proposal and obtain a special permit from the Planning Board approving a Final Development Plan for the Development Parcel located within the PUD-8 District which, at the time of application for a PUD-8 Special Permit, (i) contains at least 100,000 sf of retail and/or restaurant space on the ground- floor allowed pursuant to a valid special permit under the PUD-4 District, (ii) contains at least 7.5 acres in area, (il) is within 600 feet of 3 acres of Public Open Space and (iv) otherwise meets the requirements set forth in Section 13.102,4 below. The Development Parcel within the PUD-s District may contain contiguous or noncontiguous lots elsewhere in the PUD-& District or within another PUD District that are situated within twelve hundred (1200) feet of the boundaries of the PUD-8 District. 13.102.2 PUD-8 Special Permit Approval. The Planning Board shall grant a PUD-8 Special Permit approving a Final Development Plan for the Development Parcel upon finding Attachment: Zoning Galeria_PUD (APF that the Final Development Plan is consistent with the criteria set forth below, all other' criteria applicable to approval of any other special permits being sought, and upon consideration of the PUD-8 Guidelines and Principles (as hereinafter defined). Any modification to a Final Development Plan for the Development Parcel, the need for which arises for any reason, shall require a major or minor amendment in accordance with Section 12.37 of this Zoning Ordinance and the provisions of the PUD-8 Special Permit. Modifications that the developer can demonstrate meet the following criteria shall be considered changes which do not alter the concept of the PUD in terms of density, land usage, height, provision of open space or the physical relationship of 4820-8510-1934.17

3.1.a elements of the development, such that each shall be considered a minor amendment subject only to written approval of the Planning Board: changes to the Development Plan that (i) constitute a reallocation, reconfiguration or assignment of Gross Floor Area among uses in the Final Development Plan or otherwise allowed in the PUD-8 District, (ii) constitute a reallocation or reconfigurațion of height among buildings in the Final Development Plan or otherwise allowed in the PUD-8 District, subject always to compliance with the provisions of Section 13.104.3 below, (iii) do not require a new type of zoning relief (other than the categories of relief previously granted for the proposed development, whether by existing PUD special permits or otherwise), and (iv) maintain the same percentage of Minimum Open Space as approved by the PUD- 8 Special Permit. 13.102.3 PUD-8 Special Permit Requirements. Within the Development Parcel, the locations of streets and open spaces, the quantities of proposed land uses, and general PUD-8 lots, building envelopes, locations and heights shall be indicated in sufficient detail that the Planning Board can reasonably assess the impact of the PUD-8 Special Permit and its general consistency with the PUD-8 Special Permit Criteria set forth in Section 13.102.4 below. At a minimum, a Development Proposal and subsequent Final Development Plan for the Development Parcel must contain the following components: (a) Site Development Plan — describing how the Development Parcel is divided into distinct PUD-8 lots, streets, and open spaces and their development characteristics, including potential uses and Gross Floor Area ("GFA"). (b) Site Massing Plan — Illustrating the height and massing of building volumes for each proposed building site, and including studies of anticipated shadow and wind impacts resulting from building mass. (c) Parking and Loading Plan — identifying the locations of all parking facilities, bicycle parking facilities and facilities for loading or other vehicular service functions, and the number of spaces proposed at each location. (d) Connectivity Plan — illustrating all pedestrian, bicycle and vehicular circulation routes within the Development Parcel, their connections to nearby public circulation routes and destinations outside the Development Parcel, and approximate locations of access and egress points on each building and parking facility within the Development Parcel. Attachment: Zoning Galeria_PUD (APP 2019 #6 : Amend Zoning to add PUD-8) (e) Open Space Plan— illustrating and quantifying the areas of all open space areas utilized by the project in satisfaction of Section 13.105, including, without limitation, pedestrian ways providing connectivity to the riverfront. (f) Ground Floor and Activation Plan - illustrating the conceptual arrangement of functions such as retail establishments and other active uses, and residential and office lobbies at the ground floor of each building in the Development Parcel, as well as the locations and anticipated sizes of Active Uses that may be required by the specific 2

3.1.a provisions of this Section 13.100 and strategies for programming and activating those spaces. (g) Housing Plan — providing the approximate number and mix of housing unit types proposed on the residential site, and identifying the anticipated location of dwelling units that may be required by specific provisions of this Section 13.100. (h) Phasing Plan — describing the general sequence in which development is proposed to proceed Sustainability and Resiliency Plun. - describing: (1) how the sustainability (i) requirements set forth in Section 13.107.3 below will be met; (2) how the proposed project will promote best practices for environmental sustainability and resiliency; (3) how the proposed project serves nearby East Cambridge community-wide needs for emergency refuge or shelter during beat or storm emergencies in coordination with the Cambridge Climate Vulnerability Assessment dated February 2017. Transportation Plan- incorporating: (1) a Transportation Impact Study required by Section 19.20 of this Ordinance; (2) a Shared Parking Study required by Section 13.106.5 below; (3) a study of the impacts of increased demand on public transportation services in the East Cambridge area; (4) a description of the development's relationship to future regional rail, bus, pedestrian/bicycle and other transportation system #6 : Amend Zoning to add PUD-8) connections in the area; and (5) a Transportation Demand Management and Mitigation program describing measures to offset or mitigate the project's impacts on transportation systems. Such studies shall account for the proposed scale and phasing of development and the limitations on system capacity to accommodate new vehicle, transit, and other trips. (k) Environmental Comfort Plan - describing or showing screening, building elements, or other site improvements designed to reduce impacts from wind and shadows, provide adequate lighting for safe use while minimizing excessive light, mitigating urban heat island effect, and controlling noise generated by mechanical systems and by truck traffic, particularly on First Street. Architectural Character Plan - describing general approaches to the design of (1) buildings, landscaped areas, streets, and pathways, identifying the type of visual character that the development will aim to achieve, with the expectation that specific designs of individual buildings and spaces will be reviewed in further detail as they are Attachment: Zoning Galeria_PUD (AP developed. (In) Comprehensive Signage Plan - providing the approximate number, type and characteristics of signage to be installed within the District, which upon approval of the PUD-8 Special Permit by the Planning Board, shall control for all purposes. 13.102.4 PUD-& Special Permit Criteria. In approving a Final Development Plan for the Development Parcel, the Planning Board shall consider the following objectives with respect to any Net New GFA (as defined below) or construction of a new building:

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

3.1.a is bounded by other lots or by streets, and which is designated by the developer thereof to be used, developed or built upon as a unit. Nothing in this Section 13.100 shall prevent a 13.102.6 Condominiun Property Regime. developer from submitting a building(s) subject to a PUD-8 Special Permit to a condominiunt property regime. The violation of the conditions of a PUD-8 Special Permit by one owner or occupant of a condominium unit within a development shall not be deemed to be a violation by any other owner or occupant within the development, but shall be deened to be a violation by the owner or occupant of the condominium units)/premises violating the conditions of the PUD-8 Special Permit. Nothing herein shall limit the rights of a condominium association against a violating owner or occupant. Applicability of Requirements to Development Parcel. The requirements of this 13.102.7 Section 13.100 may be satisfied for the entire Development Parcel on any lots) located within the limits of such Development Parcel or, with respect to Section 13.105 (Open Space), on other land within 1,000 feet of the PUD-8 District; provided, however, the requirements of this Section 13.100 shall not be applied to individual PUD-8 lots of ownership units comprising such Development Parcel, but shall be applied as if such Development Parcel were a single conforning PUD-8 lot whether or not such Development Parcel is in single or multiple ownership. A violation, with respect to a lot or ownership unit or leased premises within the Development Parcel, of any 9 #6 : Amend Zoning to add PUD-8) provision of this Section 13.100 shall not constitute a violation with respect to any other lot or ownership unit or leased premises within the Development Parcel. 13.102.8 Phasing Plan and Lapse. Any development within the Development Parcel may be built in multiple phases over a period of time, in accordance with the terns of the special permit. Any changes to the Phasing Plan after issuance of the PUD:8 Special are Permit subject only to written approval by the Planning Board In the event that the Planning Board approves a PUD-8 Special Permit application, such a special permit shall be deemed to have been (i exercised with respect to the entire Development Parcel upon the submission to the City of an application for a building permit for all or any portion of the development approved under such PUD-8 Special Permit; and (il) shall not lapse or expire, for any purpose, with respect to any portion of the Development Parcel, once construction under such a PUD-8 Special Permit has begun for any portion of the development'approved under such PUD-8 Special Permit. In no event shall any portion of the development approved by a PUD-8 Special Permit Attachment: Zoning Galeria_PUD (APL for which a building permit has been issued (i) be deemed to be in violation of this Section 13.100 or such Special Permit or (ii) be deemed to have lapsed due to the fact that any phase of the approved development has not been commenced or completed 13.102.9 Relationship to PUD-4 Special Permit. With respect to the Development Parcel, the rights granted pursuant to a PUD-8 Special Permit shall be in addition to any rights previously granted under a PUD-4 special permit and the PUD-8 Special Permit shall govern with respect to such additional rights. The previously issued PUD-4 special permit shall remain valid and in full force and effect for, and govern with respect to,

3.1.a any remaining land outside of the Development Parcel subject thereto, provided that the terms of such PUD-4 special permit shall be applied to such remaining land without regard to any rights granted to the Development Parcel pursuant to the PUD-8 Special Permit, 13.102.10 Conflict. To the extent the Development Parcel is subject to the provisions of one or more special permit(s), site plan approval(s) and/or variance(s) issued prior to the issuance date of a PUD-8 Special Permit granted hereunder and the provisions of such existing approval(s) conflict or are inconsistent with the PUD-8 Special Permit, the the Permit of PUD-8 shall govern. Special provisions To the extent that the provisions of this Section 13.100 conflict with any other provisions of this Zoning Ordinance or any other City of Cambridge ordinance or regulation, this Section 13.100 shall govern. 13.102.11 Pre-Application Conference. In the course of preparing a Development Proposal for the Development Parcel, the developer shall be required to participate in at least one PUD Pre-Application Conference as established in Section 12.33 of this Zoning Ordinance and a similar conference with the full City Council or Ordinance Conmittee. The purpose of the conference will be to discuss the conceptual alternatives for site arrangement, building massing, circulation systems and public space arrangement, as well as general approaches to architectural and landscape design, and for the developer to receive informal feedback from the Planning Board prior to preparing the materials required by Section 13.102.3 above. As set forth in Section 12.33,2, any statement made by the Planning Board or the developer at the Pre-Application Conference shall not be legally binding. Notwithstanding Section 12.33.3, the developer shall present graphic and written materials as needed to illustrate and describe conceptual development alternatives. 13.103 Uses Allowed in a PUD-8 District. The uses listed in this Section 13.103, alone or in combination with each other, shall be allowed, provided that the amount and extent of uses may be further regulated and limited as set forth elsewhere in this Section 13.100 This Section 13.103 shall reter to uses as they are listed in Article 4.000 and otherwise Zoning Galeria PUD (APP 2019 #6 : Amend Zoning to add PUD defied in this Zoning Ordinance as of the ettective date of the enactment of this Section 13.100. (a) Residential Uses. All uses listed in Section 4.31 a-h, and i.2 attachment: (b) Transportation, Communication and Utility Uses. All uses listed in Section 4.32, which are allowed or conditionally allowed in the base zoning district. (c) Institutional Uses. All uses listed in Section 4.33, which are allowed or conditionally allowed in the applicable base zoning district. (d) Office and Laboratory Uses. All uses listed in Section 4.34. Retail Business and Consumer Service Establisluments. All uses listed in Section (e) 4.35. 6

3.1.a (I) Open Air or Drive in Retail & Services. Sales place for flowers, garden supplies, agricultural produce conducted partly or wholly outdoors; commercial greenhouse or warehouse; ii. Open air place of entertainment; ili. Automobile service station where no major repairs are made provided that all lubrication and repairs are carried out within the building and further provided the service station will be located within or attached to a parking garage or other structure as an accessory use. (g) Light Industry, Wholesale Business and Storage. All uses listed in Section 4:37. (h) Other Uses. Any use not listed in subsections 13.103(a) througli 13.103(g) above, otherwise allowed in a Business A District, may be allowed by the Planning Board upon written determination by the Board that such use is consistent with the objectives of the PUD-8 District and is consistent with the predominant uses in the PUD-8 District. 13.104 Dimensional Regulations: 13.104.1 Permitted Gross Floor Area (GFA). The following GFA shall be permitted within the #6 : Amend Zoning to add PUD-8) Development Parcel: (a) Existing GFA. The GFA that exists on a lots) to be covered by a PUD-8 Special Permit on the date of application for such PUD-8 Special Permit, which shall be calculated in accordance with the definition of Gross Floor Area, excluding exemptions under Section 5.25.3 pursuant to subsection (g) of such detinition, under the Zoning Ordinance in effect at the time of adoption of this Section 13.100. (b) Nel New GFA. A maximum of 625,000 square feet of Net New GFA shall be permitted within the Development Parcel. For purposes of this Section 13.100, Net New GFA shall be calculated as the total Gross Floor Area proposed within the Development Parcel, less the Existing GA pursuant to Section 13.104.1(a) above. (c) Assignmeni of GFA to PUD-8 Lots. A Development Proposal for the PUD-8 Development Parcel including all PUD-8 lots within such PUD-8 Development Parcel shall describe how all of the permitted GFA will be assigned to PUD-8 lots within such Attachment: Zoning Galeria_PUD (AP PUD-8 Development Parcel. However, with the exception of the 100,000 square feet that comprises the core retail component of the PUD-8 District, all permitted GFA shall be assignable among PUD-8 lots within such PUD-8 Development Parcel, subject to approval by the Planning Board. (d) Required Residential Development. A Development Proposal for the PUD-8 Development Parcel shall be required to provide a plan for the provision of at least twenty percent (20%) of its Net New GFA as residential development, subject to the following provisions.

3.1.a 1. Such residential component may be provided on any portion of such Development Parcel and may be provided during any phase of a multi-phase development. 2. GFA assigned to residential use shall be subject to the Inclusioriary Housing Provisions of Section 11.203 of this Zoning Ordinance, i.e., at least twenty percent (20%) of the total Dwelling Unit Net Floor Area constructed shall be devoled to Affordable Dwelling Units. Housing Contribution. To the extent that a development proposed within the PUD-8 District is considered an Incentive Project, it shall comply with the requirements of Section 11.202 of this Ordinance, provided however, in the PUD-8 District, the applicable Housing Contribution shall be calculated based on the square feet of Net New GFA devoted to the uses that qualify the developnent as an Incentive Project. 13.104.2 Residential Density. There shall be no required minimum Lot Area Per Dwelling Unit in the PUD-8 District. 13.104.3 Maximum Building Height. As shown on the atlached Building Height Map for the PUD-8 District, Map 13.101, the maximum height of buildings permitted in the PUD-8 District shall be eighty-five (85) feet (the "Base Height"), provided, however, that the Base Height for buildings or portions of buildings may be increased as follows by issuance of a PUD-8 Special Permit by the Planning Board upon a finding that all of the criteria in Section 13.102.4 and the applicable Canal Setback requirements below have been satisfied: Mid Zone: The height of a building or any portion thereof, which is setback from the nearest boundary of the PUD-8 Development Parcel to the Lechmere Canal (a "Canal Setback") by greater than one hundred sixty (160) feet and less than three hundred forty (340) feet may be up to fifty (50) feet in excess of the allowed Base Height (the "Mid Zone Height"). Exterior Zone: The height ofa building or any portion thereof with a Canal Setback greater than three hundred forty (340) feet may be up to fifty (50) feet in excess of the allowed Mid Zone Height (the "Exterior Zone Height"). 13.104.4 Other Dimensional Requirements. There shall be no minimum lot area for PUD-8 lots Attachment: Zoning Galeria_PUD (APP 2019 #6 : Amend Zoning to add PUD-8) located within the PUD-8 Development Parcel. There shall be no minimum width for the PUD-8 Development Parcel and no minimum width for PUD-8 lots located within such Development Parcel. There shall be no minimum required front, rear and side yard requirements for the PUD-8 Development Parcel or for PUD-& lots located within such Development Parcel. There shall be no minimum required distance between buildings on the PUD-8 Development Parcel and no minimum required distance between buildings situated on the same PUD-8 lot within such Development Parcel. The Planning Board shall approve all such PUD-8 lot sizes and building setbacks. 13.105 Open Space.

3.1.a 13.105.1 Subject to the provisions of 13.IV.b below, at a minimum, twenty percent (20%) of the land area within the PUD-8 Development Parcel shall be Public Open Space or Publicly Beneficial Open Space, which may be located in the PUD-8 District and/or within 1,000 feet of the PUD-8 District, subject to the further standards set forth below (the "Minimum Open Space"). To the extent that the Minimum Open Space requirement is to be satisfied, in whole or 13.105.2 in part, with Public Open Space or Publicly Beneficial Open Space that is located outside of the PUD-8 District, the developer shall demonstrate that the developer (or its affiliates) has historically contributed to, or is committed to contributing to, the creation of such Open Space (e.g., through a financial contribution to, or development of, such Open Space). 13.106 Parking and Loading. Development in the PUD-8 District shall conform to the off- street Parking and Loading Requirements set forth in Article 6.000, and in the Schedule of Parking and Loading Requirements applicable to the Residence C-3, Office 3, Business B and Industry B districts, except as modified by this Section 13.106 below. With regard te uses contained within new commercial buildings, provided that the 13.106.1 requirements of Section 6.23 of the Ordinance are met, the parking requirements of this Section 13.106 may be satisfied (a) anywhere in the PUD-8 District or, if located outside of the PUD-8 District, within 2,000 feet of the use being served, notwithstanding anything to the contrary contained in Article 6.000; and (b) in total or 19 #6 : Amend Zoning to add PUD-8 in part by a lease agreement, occupancy agreement, license or other comparable legal instrument between the developer and the City, other public entity or private owner or consortium for use of parking spaces in the public or pooled private parking facilities within said area. 13.106.2 All parking provided within an approved PUD-8 shall be considered collectively accessory to all approved uses within such PUD and the PUD-8 District. Notwithstanding anything to the contrary in Article 6.000, this Ordinance shall not restrict the management and assignment of parking spaces in a way that will most efficiently utilize the existing and proposed parking spaces to serve all approved uses. Minimum Parking. Minimun parking for a PUD-8 shall be determined by applying the 13.106.3 rates set forth below to each use within the PUD-8 and taking the summation of the hment: Zoning Galeria_PUD (APT result for all uses. For any use not listed below, the minimum parking ratio set forth in Article 6.000 shall apply. Minimum (a) of 1.0 space per 1,125 square feet of retail, consumer service and restaurant use on the ground floor. (b). Minimum of 1.0 space per 1,800 square feet of retail, consumer service and restaurant use above the ground floor. (c) Minimum of 0.5 spaces per 1,000 square feet of GFA for office use. (d) Minimum of 0.4 spaces per 1,000 square feet of GFA for laboratory use.

3.1.a (e) Minimum of 0.25 spaces per residential dwelling unit. In approving a Final Development Plan for the PUD-8 Development Parcel, the Planning Board may waive any minimum parking requirements applicable in the PUD- 8 District and the underlying Zoning District. •The Planning Board may approve arrangements for shared parking of residential parking spaces with commercial spaces. Notwithstanding the foregoing, the Planning Board may, upon the developer's submission of an updated Transportation Impact Study and other relevant information on parking demand, further reduce and/or waive the minimum parking requirements in the event that parking demand decreases following submission and/or approval of any PUD-8 Final Development Plan. 13.106.4 Maximum Parking. Maximum allowed parking for a PUD-8 shall be limited by applying the rates set forth below to each use within the PUD-8 and taking the summation of the result for all uses. For any use not listed below, the maximum parking ratio set forth in Article 6.000 shall apply. (a) Maximum of 5.0 spaces per 1,000 square feet of retail, consumer service and restaurant use. (b) Maximum of 0.9 spaces per 1,000 square feet of GFA for office use; : (c) Maximum of 0.8 spaces per 1,000 square feet of GFA for laboratory use (d) Maximum of 1.0 space per residential dwelling unit. In approving a Final Development Plan for the PUD-8 Development Parcel, the Planning Board may waive any maximum parking requirements applicable in the PUD- 8 District and the underlying Zoning District. 13.106.5 Shared Parking Study. A Development Proposal for development in the PUD-8 District shall include an analysis of anticipated parking demand for all uses in the development Galeria_PUD (APP 2019 #6 : Amend Zoning to add PUD-8) throughout the course of a typical day and week. This analysis may identify opportunities forreducing the total amount of parking required to serve all uses through the sharing of parking spaces by multiple uses. Based on this analysis, the Planning Board may approve a reduced minimum or maximum parking requirement upon finding that the approved amount of parking will be sufficient to serve all permitted LISeS. Attachment: Zoning 13.106.6 Loading. The Planning Board, in its approval of a Final Development Plan, may waive any requirements for the amount, location and design of loading facilities within the PUD-8 Development Parcel, and may permit loading facilities to be shared across various uses and PUD-8 lots within the PUD-8 District or adjacent PUD-4 Districts. 13.106.7 Bicycle Parking. Bicycle parking shall be provided in accordance with Section 6.100 of this Zoning Ordinance. 10 Packet Pg. 163

3.1.a Special Requirements, Conditions and Standards Applicable to Certain Development 13.107 Authorized by the Planning Board in East Cambridge. 13.107.1 Active Uses. Final Development Plans shall enhance the public pedestrian usage of the sidewalks and create a sense of neighborhood continuity by providing an interesting, lively and active presence at street level. Accordingly, the portion of ground floors of new buildings in the PUD-8 District immediately fronting on First Street (excluding those areas of such ground floors utilized for lobbies and entrances to parking and/or loading areas) shall be planned, designed, and constructed to contain Active Uses as required below. (a) Definition of Active Uses. For purposes of this Section 13.100, "Active Uses" means: 1. Any use listed in Sections 4.35 and 4.36; and 2. Any other use which the Planning Board determines meets the goals of this Section 13.107.1 (a). 13.107.2 Rooftop Mechanical Equipment Noise Mitigation. Sound emanating from rooftop mechanical equipment on all new or substantially altered structures in an approved Final Development Plan shall be minimized by the adoption of best available and #6 : Amend Zoning to add PUD-8) feasible practices regarding the location and sizing of equipment, the selection of equipment and sound attenuation measures. At a minimum, any noise or vibration emanating from new commercial or substantially altered commercial buildings shall not be nonnally perceptible without instruments at a distance of one hundred (100) feet from the source lot line and shall comply with the provisions of the City of Cambridge Noise Ordinance applicable to Commercial Areas (as such tern is defined in the Noise Ordinance). In order to enforce these requirements, the developer shall provide, in addition to a Noise Mitigation narrative required as part of Article 19.000 review, acoustical reports prepared by a professional acoustical engineer as described below: (a) Prior to and as a condition of the issuance of the first certificate of occupancy for a new or substantially altered commercial building, an acoustical report, including field measurements, demonstrating compliance of such building with all applicable noise requirements; and (0) Prior to obtaining any building permit to add any new equipment having a Attachment: Zoning Galeria_PUD (APF capacity greater than five (5) horsepower to the rooftop, a narrative report demonstrating that there will be continued compliance with all applicable noise requirements after such addition, and upon completion of such addition and as a condition thereof, an acoustical report, including field measurements, demonstrating such compliance. Sustainability. New buildings constructed within the PUD-8 District shall comply with the provisions of Section 22.20 of the Zoning Ordinance. For the core and shell of newly constructed office and lab buildings, compliance with LEED standards at the Gold level or better is required to the maximum extent practicable. 11

3.1.a New buildings in the PUD-8 District must incorporate an integrated design approach and incorporate the best practices for meeting sustainability in the following seven (7) areas, Energy and Emissions. Each new building must conserve building energy and, (a) to the extent practicable, reduce carbon/GHG emissions. The developer, with each new building within the PUD-& District, will evaluate the potential for on-site energy generation or the construction of co-generation facilities within the PUD-8 District in the context of ownership, economic viability and phasing constraints. (b) Urban Site and Landscaping; Water Management. The Developer, for each new building, must explore opportunities for potable water use reductions and the ability to enhance indigenous plantings in and around the project site. Cool Roofs. All new buildings approved in the PUD-8 District must employ (c) Functional Green Roofs (as such term is defined in Article 22.000 of this Zoning Ordinance), high-albedo "white" roofs, or a functionally equivalent roofing system. (d) Monitoring. All new buildings in the PUD-8 District shall be required to conform to the requirements of the Cambridge Building Energy Use Disclosure Ordinance, Chapter 8.07 of the Municipal Code. (e) Healthy Living and Working. All new buildings in the PUD-8 District shall provide people with access to daylight and enhance the visual and thermal comfort of people living within the PUD-8 District. (1) Transportation. Final Development Plans within the PUD-8 District shall encourage multimodal transportation, provide facilities for cyclists and provide an infrastructure to support alternative energy vehicles. In connection with the approval of a Final Development Plan or in connection with the granting of a PUD or other special permit pursuant to this Zoning Ordinance, the Planning Board may grant dimensional and other zoning relief in order to permit the construction of a co-generation facility or other energy systems that allow developments to develop shared solutions to minimize energy usage. 13.107.4 PUD-8 Guidelines and Principles. Attachment: Zoning Galeria_PUD (APP 2019 #6 : Amend Zoning to add PUD-8) (a) To the extent reasonably practicable, new buildings constructed within the PUD- 8 District shall be generally consistent with: (i) the policy objectives set forth in the Eastern Cambridge Planning Study dated October 2001; (ii) the guidance provided in the Eastern Cambridge Design Guidelines dated October 15, 2001; and (iii) the East Cambridge Riverfront Plan dated Spring 2011 (collectively, the "PUD-8 Guidelines and Principles"); provided however that new buildings constructed within the POD-8 District shall be generally consistent with the following provisions in lieu of the provisions pertaining to height, setback, stepbacks and materials in the PUD-8 Guidelines and Principles: 12

i. Height. A diversity of height and massing as permitted in Section 13.104.3 is encouraged to create a rich and varied skyline along streets abutting the Development Parcel. Buildings fronting on First Street are encouraged to establish a recognizable base, activated by commercial, residential, retail, dining and entertainment uses, of a scale and proportion to support an active, pedestrian-oriented public realm. 2. Buildings along First Street are encouraged to maintain the prevailing street wall, except where the opportunity to enhance the public realm by setting back the ground floor up to 10 feet is beneficial to the use, enjoyment and safety of the area. PUD-8 3. Buildings along First Street are encouraged, when possible, to create separation between buildings and to adopt massing strategies within the building facades to create visual interest on the street. 4. Mechanical penthouses, attic stories and other architectural treatments may be utilized to create tops to the buildings that will contribute to a varied skyline and unique reading of each building. il. Stepbacks: New buildings along major public streets (which, for the 19 #6 : Amend Zoning to add puposes of the PUD-8 District, shall mean First Street) shall not be subject to any mandatory stepback requirements provided such buildings utilize bays, balconies, setbacks as in Section 13.107.4(a)(i)(I); tapers, cornices, and other architectural devices to establish scale compatible with the neighboring structures, and to modulate the massing of the buildings so that they are read as distinct and individual buildings. Materials: A diversity of materials is encouraged to further contribute to ili. the reading of individual buildings along first street, Cambridgeside Place and Land Boulevard. 1. Exterior finishes may include high quality and durable materials such as, but not limited to, brick, terra cotta, natural and cast stone, high performance concrete panels and cast shapes, flat and patterned metals, and curtain wall. Attachment: Zoning Galeria_PUD (APF (b) In its approval of a Final Development Plan, the Planning Board may make a determination that one or more provisions of the PUD-8 Guidelines and Principles are inapplicable to new buildings to be constructed within the PUD-8 District. 13

3.1-a LEGEND: --- EXISTING PARCELS PUD-8 DISTRICT BASE HEIGHT 13230 MID ZONE HEIGHT D239 EXTERIOR ZONE HEIGHT =IT- HIGHWAY CAMBRIDGE PARKISAY EDWIN H. LAND BOULEVARD MONSIGNOR O BRIEN LECHMERE CANAL BASE MID ZONE HEIGHT ,HEIGHT FIRST STREET BENT STREET OTIS STREET SPRING STREET HURLEY STREET THORNDIKE STREET 0 200' 400' 100 SCÁLE: 1" = [phone removed]-18001 Project No.: Date: January 23, 2019 TETRA TECH T.A.B. Designed By: Building Height Map for the www.tetratech.com PUD-8 District 100 Nickerson Road Marlborough. MA 01752 Map 13.101 Phone: [phone removed] Fax: [phone removed] Bar Measures 1 Inci Packet Pg. 167

3.1.a LEGEND: EXISTING PARCELS PUD-8 DISTRICT CAMBRIDGE PARKWAY HIGHWAY EDWIN H. LAND BOULEVARD --- MONSIGNOR O'BRIEN 19 #6 : Amend Zoning to add PUD-8) LECHMERE CANAL FIRST STREET Attachment: Zoning Galeria_PUD (API SPRING STREET THORNDIKE STREET 200' 400 100' 0 SCALE: 1"= 200' 143-3659-18001 Projecl No.: Date: January 23, 2019 TETRA TECH T.A.B. Dasigned By: Proposed PUD-8 Zoning District .www.tetratech.com 100 Nickerson Road Map 13.100 Marlborough, MA 01752 Phone [phone removed] Fax: [phone removed] Bar Measures 1 inch

ATTACHMENT B CS DEVELOPMENT NEW ENGLAND Zoning Petition PUD-8 Cambridge, Massachusetts ARCHITECTS 3 APRIL 2019 ELKUS MANFREDI Ordinance Committee Public Hearing CAMBRIDGESIDE 2.0

• CONCLUSION • INTRODUCTION • CAMBRIDGESIDE • WHERE DO WE GO FROM HERE? • RECENT ENHANCEMENTS 2016-2019 • CAMBRIDGESIDE GALLERIA 1989-2015 AGENDA • RICHARD MCKINNON, THE MCKINNON COMPANY • ZONING PETITION OVERVIEW (PUD-8) • A FUTURE VISION - PLANNING AND DESIGN PRINCIPLES NEW ENGLAND DEVELOPMENT • TIM SULLIVAN AND JESSICA CAAMANO, GOULSTON & STORRS ELKUS • STEVE KARP, JOHN TWOHIG AND SARAH LEMKE, NEW ENGLAND DEVELOPMENT • DAVID MANFREDI AND BRIAN ROESSLER, ELKUS MANFREDI ARCHITECTS ARCHITECTS MANFREDI

FILENE'S W SHOPP Inside! Indistry Sizes Up Addressas the Gram: Levels Show Modest Gain Leasing Surte Compensation The Consumer SEPTEMBER 1990 New England boing Against 1990 Census Data Development Co. OPENING DAY DEVELOPMENT NEW ENGLAND ELKUS ARCHITECTS MANFREDI 1990

US CAMBRIDGESIDE 2.0 • A FIELD OF: LECHMERE PARCELS FROM • PARKING LOTS, WHERE WE STARTED DIFFERENT OWNERS • ACQUIRED MULTIPLE • AND THE ORIGINAL • INDUSTRIAL BUILDINGS, 1980s EAST CAMBRIDGE RIVERFRONT WHERE WE STARTED | 3 APRIL 2019 | NEW ENGLAND DEVELOPMENT / ELKUS MANFREDI ARCHITECTS

NEW PARKS CHARLES PARK • PROVIDED FOR A US CAMBRiDgEsIDe20 THE 1987 PLAN AND TO COMPLETE BETWEEN THE TWO AND A PERMANENT • GAVE LAND TO THE NEW PUBLIC STREET CITY TO CONSTRUCT PUBLIC CONNECTION LECHMERE CANAL PARK Park Canal ITIS STREET MSGR. O'BRIEN HIGHWAY Graves • Thomas Landingd One Park Canal Building Davenport THORND echmere Canal Ten Parking Park Garage Canal SPRING Hotel Galleria URLEY THE 1987 PLAN CambridgeSide EDWIN LAND BOULEVARD CAMBRIDGESID E PLACE Hotel 5 Royal Sonesta Lotus Office Building Place Riverside CHARLES RIVER | 3 APRIL 2019 | NEW ENGLAND DEVELOPMENT | ELKUS MANFREDI ARCHITECTS |

CAMBRIDGESIDE DEVELOPMENT NEW ENGLAND ALSO HAS TO CHANGE. AND LIVE IS CHANGING. ELKUS THE WAY PEOPLE SHOP, WORK, ARCHITECTS MANFREDI

CS CAMBRIDGESIDE 20 E-COMMERCE GROWS + STORES CLOSE = RETAIL EVOLVES CO! MUST THAT 1 IN 4 MALLS PHOTO: BOSTON GLOBE COULD CLOSE BY 2022. | 3 APRIL 2019 | NEW ENGLAND DEVELOPMENT | IN 2017, CREDIT SUISSE FORECAST ELKUS MANFREDI ARCHITECTS |

US CAMBRIDGESIDE 20 50. 100 - 80 - 40 - 20 - 120+ S billions Source: US Commerce Dept. —Department store E-COMMERCE GROWS + STORES CLOSE = RETAIL EVOLVES E-Commerce Sales v. Department Store Sales - Ecommerce WOLFSTREET.com ARE DECLINING. DEPARTMENT STORE SALES E-COMMERCE IS GROWING. | 3 APRIL 2019 | NEW ENGLAND DEVELOPMENT | ELKUS MANFREDI ARCHITECTS |

CS CAMBRIDGESIDeZ.O 100 200B 2018 data as of August. 2009 2010 2011 Source: Costar (David H. Montgomery / CityLab› 2012 2013 E-COMMERCE GROWS + STORES CLOSE = RETAIL EVOLVES 2014 2015 Announced retail closures by square footage 2016 2017 2018 HUNDREDS OF MILLIONS OF THE IREND IS ACCELERATING. SQUARE FEET ARE GOING DARK. | 3 APRIL 2019 | NEW ENGLAND DEVELOPMENT | ELKUS MANFREDI ARCHITECTS |

CAMBRIDGESIDE HAS STARTED TO DEVELOPMENT NEW ENGLAND CHANGE IN RESPONSE. ELKUS ARCHITECTS MANFREDI

COMMERCIAL US CAMBRIDGESIDE 20 CHARLES RIVER 3RD FLOOR RE-TENANTING CAMBRIDGESIDE 10011- 2019 3K FLOOR OFFICE | 3 APRIL 2019 | NEW ENGLAND DEVELOPMENT | ELKUS MANFREDI ARCHITECTS |

FROM HERE? WHERE DO WE GO DEVELOPMENT NEW ENGLAND ELKUS MANFREDI ARCHITECTS

RIVERFRONT RESTAURANTS BICYCLE SAFETY US CAMBRIDGESIDE20 GOALS THE EAST CAMBRIDGE OUR GOAL OF OVER 9O TENANTS CONNECTIONS BETWEEN CUSTOMERS IN EVERY DAY NEIGHBORHOOD AND THE • SUPPORT OUR RETAIL CORE • PROMOTE PEDESTRIAN AND • ACTIVATE FIRST STREET AND • BRING IN A MIX OF USES TO • MAINTAIN AND STRENGTHEN THE CANAL WITH RETAIL AND SUPPORT TENANTS AND BRING Park Two Carlal OTIS STRE MSGR. O BRIEN HIGHWAY Graves Thomas Landing One Park Canal Building Davenport THO DIK RN Lechmere Canal Ten Park Garage Parking Canal SEARS EAST CAMBRIDGE AND Hotel GARAGE Galleria CambridgeSide CORE MACY'S EDWIN LAND BOULEVARD Hotel LECHMERET Royal Sonesta | 3 APRIL 2019 | NEW ENGLAND DEVELOPMENT| Park. Charles AND VIBRANT NEIGHBOR TO Office Building FIRST STREET THE CITY Place Riverside CHARLES RIVER ELKUS MANFREDI ARCHITECTS | IS TO_REMAIN A VALUABLE

DEVELOPMENT • PREPARE FOR THE US CAMBRIDGESIDE20 CHALLENGES REPLACED OVER TIME ANCHOR STORES TO BE TO A SAFE, SECURE AND RENTS WITH SUFFICIENT UNDERGROUND GARAGE • RELOCATE FIRST, SECOND • MAINTAIN PUBLIC ACCESS OVER AND THROUGH THE • OFFSET STAGNANT RETAIL FUNCTIONING MALL WHILE AND THIRD FLOOR TENANTS AND DIVERSE NEW MIXED-USE CONSTRUCTING NEW BUILDINGS Two Canal MSGR. O'BRIEN HIGHWAY Graves Thomas Landing One Park Canal Building Davenport Lechmere Canal Ten Parking Garage Park Canal SPRT EDWIN LAND CHALLENGES Galleria CambridgeSide CORE T Hotel Royal Sonesta Park 13 APRIL 2019 | NEW ENGLAND DEVELOPMENT| res Lotus Office Building FIRST STREET Place Riverside CHARLES RIVER ELKUS MANFREDI ARCHITECTS |

Man× 8-400,000%0 idea IT'S COMPLICATED

TO MEET OUR GOALS AND DEVELOPMENT NEW ENGLAND HOW DO WE GET THERE? RESPOND TO OUR CHALLENGES. ELKUS A ZONING AND DESIGN FRAMEWORK ARCHITECTS MANFREDI

TO EXISTING PUD-4? • WHAT WE WILL DISCUSS: 1. WHERE IS THE NEW DISTRICT? THE CITY'S PLANNING GOALS? NEW ZONING IN THE DISTRICT? • CDD MEMO TO THE PLANNING BOARD 2. WHAT IS NEEDED TO QUALIFY FOR THE 5. WHY DOES THE ZONING PETITION MEET DEVELOPMENT NEW ENGLAND 4. HOW DOES THE PUD-8 DISTRICT COMPARE PUD-8 ZONING OVERVIEW ELKUS 3. WHAT IS THE PROCESS TO USE THE NEW ZONING! ARCHITECTS MANFREDI

• SEARS, • MACY'S THE ORIGINAL A PORTION OF ENCOMPASSING PUD-4 DISTRICT, • CORE RETAIL, • LECHMERE AND US CAMBRIDGESIDE20 PUD-8 ELIGIBLE AREA • PARKING GARAGE, OTIS STREET SPRING STREET EDWIN H. LAND BOULEVARD LEGEND: HURLEY STREAT PUD-8 DISTRICT EXISTING PARCELS SCALE: 1" = 200' CAMBRIDGE PARKWAY 13 APRIL 2019 | NEW ENGLAND DEVELOPMENT | STREET WHERE IS THE NEW DISTRICT? ELKUS MANFREDI ARCHITECTS

7.5 ACRES • A PARCEL OF CONNECTED TO NOT LESS THAN • PROX MATE AND CS CAMBRIDGESIDE20 PUD-8 ELIGIBILITY THAN 100,000 SF OF RETAIL AND/OR PROVIDE NOT LESS RESTAURANT SPACE • GROUND FLOOR TO PUBLIC OPEN SPACE Park 000 OTIS STREET MSGR. O'BRIEN HIGHWAY Landing as Graves. Building Davenport IKE Lechmere Canal Garage Parking Ten Park Canal SPRING Hotel RETAIL EDWIN LAND BOULEVARD Hotel Royal Sonesta Park 13 APRIL 2019 | NEW ENGLAND DEVELOPMENT| Charles Lotus THE NEW ZONING DISTRICT? Office Building Place WHAT IS NEEDED TO QUALIFY FOR Riverside CHARLES RIVER LOUT. ELKUS MANFREDI ARCHITECTS |

• PHASING • HOUSING TRANSPORTATION ZONING PETITION PLANS TO INCLUDE: • PARKING, LOADING AND PERMIT APPLICATION, • COMPREHENSIVE SIGNAGE ENVIRONMENTAL COMFORT • GROUND FLOOR ACTIVATION • ADOPTION OF THE PUD-8 • SITE DEVELOPMENT, MASSING • SUBMISSION OF A SPECIAL • CONNECTIVITY AND OPEN SPACE • SUSTAINABILITY, RESILIENCY AND AND ARCHITECTURAL CHARACTER Park Lanal S caMbridgeside20 SPECIAL PERMIT REQUIREMENTS OTIS STR MSGR. O'BRIEN HIGHWAY Graves Thomas Landing One Park Canal Building Davenport Lechmere Canal Ten Parking Garage Park Canal COMMERCIAL SPRING ST Hotel AND RESIDENTIAL COMMERCIAL HURLEY CORE COMMERCIAL COMMERCIAL WHAT IS THE PROCESS Hotel Royal Sonesta Park Charles TO USE THE NEW ZONING! Lotus FIRST Office Building STREET Place Riverside | 3 APRIL 2019 | NEW ENGLAND DEVELOPMENT | ELKUS MANFREDI ARCHITECTS |

Max. Height Allowed Uses US CAMBRIDGESIDE 2.0 Min. Open Space Zoning Limitations Required Setbacks Min. Residential Use Max. Gross Floor Area (GFA) Min. Lot Area per Dwelling Unit DISTRICT COMPARISON 85' 450 sq.ft. No minimum Planning Board 766,000* SF (existing) (Excludes 270,000 gsf in the existing Upper Garage) Current PUD-4 Zoning PUD Final Development Plan with written determination by laboratories, retail, and other uses residential, institutional, offices and As approved by Planning Board in a 20% (may be met on adjacent sites) No minimum 85'/ 135' /185' | 3 APRIL 2019 | NEW ENGLAND DEVELOPMENT | COMPARE TO EXISTING PUD-4? * Includes development approved by PB-66 only within the boundaries of the proposed PUD-8 district. HOW DOES THE PUD-8_DISTRICT and other uses with written PUD Final Development Plan 20% of net new development Proposed PUD-& Zoning 20% (not additional to PUD-4) 625,000 SF (additional net new) laboratories, retail, light industry determination by Planning Board residential, institutional, offices and As approved by Planning Board in a ELKUS MANFREDI ARCHITECTS |

• MIX OF USES GROUND FLOORS WITH OPEN SPACE ALONG FIRST STREET • GROUND-FLOOR RETAIL • EXPAND TDM PROGRAM US CAMBRIDGESIDE20 CITY PLANNING GOALS • INTEGRATE DEVELOPMENT • PROMOTE ENVIRONMENTAL INDIVIDUAL BUILDING DESIGN • PROGRAMMING FOR OPEN SPACE SUSTAINABILITY WITH RESPECT TO • STRONG STREET EDGE AND ACTIVE • ENHANCE ARCHITECTURAL RICHNESS • IMPROVE NEIGHBORHOOD CONNECTIONS SPECIAL PERMIT APPROVAL CRITERIA • HIGH-QUALITY STREETS AND OPEN SPACES • ENVISION CAMBRIDGE | 3 APRIL 2019 | NEW ENGLAND DEVELOPMENT| • K2C2 PLANNING STUDY (2012-13) • CAMBRIDGE RIVERFRONT PLAN (2011) WHY DOES THE ZONING PETITION. MEET THE CITY'S PLANNING GOALS? • EAST CAMBRIDGE PLANNING STUDY (2001) • EAST CAMBRIDGE RIVERFRONT PLAN (1978) ELKUS MANFREDI ARCHITECTS CITY PLANNING STUDIES

4. LAPSE OF TIME 2. ELIGIBLE DEVELOPMENT PARCEL THE ZONING PETITION, INCLUDING: 1. INTER-RELATIONSHIP WITH PUD-4 TO ADDRESS TECHNICAL COMMENTS ON • WORK WITH THE ORDINANCE COMMITTEE • WORKING SESSION WITH PLANNING STAFF TO CRAFT A ZONING COMMITMENT LETTER WHAT DO WE DO NEXT? DEVELOPMENT NEW ENGLAND ELKUS • FOLLOW-UP MEETING WITH THE PLANNING BOARD 3. STANDARD FOR APPROVAL OF A SPECIAL PERMIT • CONTINUE REVIEW WITH THE ORDINANCE COMMITTEE ARCHITECTS MANFREDI

FOR CAMBRIDGE YOUTH • DONATE TO THE TREE FUND DISPLAY AND SELL THEIR WORK INCLUDING PICNICS AND BOAT RIDES • INTRODUCE A SEASONAL FARMER'S MARKET • EDUCATIONAL EXPERIENCES ON THE RIVER • PROGRAMMING FOR CAMBRIDGE SENIORS, TO A MORE DYNAMIC RIVERFRONT, INCLUDING DEVELOPMENT NEW ENGLAND OPPORTUNITIES FOR LOCAL ARTISTS TO PERFORM, ELKUS • WORK WITH THE LOCAL ARTS COMMUNITY TO CREATE • OFFER A WIDE VARIETY OF REGULAR PROGRAMMING TO DEVELOP A COMMITMENT LETTER BENEFIT THE PUBLIC AND FOSTER THE VITAL CONNECTION MANFREDI ARCHITECTS

BOSE P. NEW ENGLAND DEVELOPMENT ELKUS Planning Principles ARCHITECTS MANFREDI

S CAMBRIDGESIDE 2.0 THAT ENGAGE PEDESTRIANS ACTIVATE FIRST STREET WITH USES SEARS ACTIVE OR INVITING. | 3 APRIL 2019 | NEW ENGLAND DEVELOPMENT | FIRST STREET TODAY IS NOT ELKUS MANFREDI ARCHITECTS

OTIS STREET Landing S CAMBRIDGESIDE 2.0 One Park Canal EXISTING PLAN Building Davenport THORNDIKE ST Lechme Ten Park Garage Parking Canal SEARS SPRING ST Hotel DEMOLISH UPPER GARAGE AND LECHMERE Galleria HURLEY ST CambridgeSide 0 CHARLES ST GARAGE LECHMERE Park Charles | 3 APRIL 2019 | NEW ENGLAND DEVELOPMENT Lotus Office Building - FIRST STREET North Place ELKUS MANFREDI ARCHITECTS ]I Riverside

OTIS STRE moves Landing One Park CAMBRIDGESIDE 2.0 Canal Building Davenport CONCEPTUAL PLAN un THORNDIKE Lechme Ten Park Canal Garage Parking RETAIL AND COMMERCIAL SPRING ST AND MAKE A COMPLETE STREET INCREASE SIDWALK DIMENSION Hotel AND RETAIL Galleria RESIDENTIAL COMMERCIAL CambridgeSide RETAIL AND COMMERCIAL CHARLES S Park Charles Lotus 13 APRIL 2019 | NEW ENGLAND DEVELOPMENT | Office Building FIRST STREET North Place ELKUS MANFREDI ARCHITECTS | Riverside

EXISTING -LECHMERE CANAL PARK SEARS CAMBRIDGESIDE 2.0 PLAN CONCEPTUAL PLAN GARAGE SEARS GALL FO FIRST STREET 0000002 COURT TWO Park -anal ENHANCE ACCESS TO CANAL PARK OTIS STRE MSGR. O'BRIEN HIGHWAY Graves Thomas Landing One Park Canal Building Davenport Lechmere Canal garage Parkina Ten Park Canal SPRING 0 cl Hotel EDWIN LAND CAMBRIDGESIDE PLACE Royal Hotel Sonesta Park Charles Lotus Office Building FIRST STREET Place Riverside ENHANCED ACCESS CHARLES RIVER FROM FIRST STREET | 3 APRIL 2019 | NEW ENGLAND DEVELOPMENT | ELKUS MANFREDI ARCHITECTS | COMMUNITY REQUESTS

S CAMBRIDGESIDE 2.0 EXISTING PLAN CONCEPTUAL PLAN SEARS GARAGE LOBBY 250- RETAIL MECHo BUILDING SPRING: D RETAIL ENHANCE PUBLIC REALM 26 DRIVE LANE 21 PARKING, SIDEWALK AND BIKES DEWALK AND BIKES 22 DRIVE LANE 32 PARKING, SIDEWALK AND BIKES ED "2" PARKING, SIDEWALK AND BIKES- COURT 40 BREAK DOWN SUPER BLOCK AND 75 MECH. BUILDING LOBBY DOWN TO PARKING: RETAIL 700' FIRST STREET FIRST STREET 210' SERVICE SERVICE RETAIL LOBBY OFFICE COURT LOBBY 107 FIRST 1.602 BEST BUY 1 00 00 CHARLES STREET= CAMBRACE SIDE CAMBRIDGESIDE PLACE | 3 APRIL 2019 | NEW ENGLAND DEVELOPMENT | ELKUS MANFREDI ARCHITECTS |

CAMBRIDGESIDE 2.0 EXISTING FIRST STREET PROPOSED FIRST STREET REIMAGINE FIRST STREET 13 APRIL 2019 | NEW ENGLAND DEVELOPMENT| ELKUS MANFREDI ARCHITECTS BEST BUY

CAMBRIDGESIDE 2.0 REINVENT FIRST STREET 13 APRIL 2019 | NEW ENGLAND DEVELOPMENT ELKUS MANFREDI ARCHITECTS

CS CAMBRIDGESIDe20 VIEW FROM NORTH | PROPOSED | 3 APRIL 2019 | NEW ENGLAND DEVELOPMENT | ELKUS MANFREDI ARCHITECTS |

13 APRIL 2019 | NEW ENGLAND DEVELOPMENT | ELKUS MANFREDI ARCHITECTS | AVALON NORTH POINT • 200 TO 278 FEET ....

US CAMBRIDGESIDE20 VIEW FROM SOUTH | PROPOSED 3 APRIL 2019 | NEW ENGLAND DEVELOPMENT| ELKUS MANFREDI ARCHITECTS

THANK YOU DEVELOPMENT NEW ENGLAND FREDI

ATTACNMENTC CITY OF CAMBRIDGE Community Development Department To: Planning Board From: Jeff Roberts, Director of Zoning and Development /RAM FAROOQ Assistant City Manager for Swaathi Joseph, Zoning Associate Planner Community Development Date: March 13, 2019 SANDRA CLARKE Re: CambridgeSide PUD-8 Zoning Petition Deputy Director Chief of Administration Overview KHALIL MOGASSABI New England Development and Cambridgeside Galleria Associates Trust have proposed Deputy Director Chief of Planning amending the provisions of the Zoning Ordinance to establish a new Planned Unit Development district (PUD-8) in East Cambridge, with development controls contained in a new Section 13.100. The district would encompass a single contiguous area along First Street and cover parts of the existing PUD-4 District. See attached maps. In concept, the petition would allow additional mixed-use development in addition to any rights previously granted under PUD-4 development controls in the areas where the PUD-8 District overlaps the PUD-4 District. The proposed PUD-8 development rights are not intended to merge with the existing PUD-4 development rights. The area of rezoning includes a portion of the PUD approved by the Planning Board in 1987 (PB-66), authorizing the creation of the CambridgeSide retail mall (formerly known as Galleria at Riverside Place and CambridgeSide Galleria), an office building to the south (now attached to the One Charles Park building, which was separately permitted as PB-65), and a residential building to the east (later amended to a hotel use and now the Hotel Marlowe). The PB-66 development contains a mix of uses, but is dominated by retail activities in the mall building, with the hotel and offices being secondary uses. The proposed zoning would allow the addition of new commercial (office, laboratory, and/or retail) and residential development to the mall site. . The purpose of this memo is to provide background information on various topics related to this petition. It includes three major parts: • A summary of the current and proposed zoning (supplemented by attached maps). • A summary of past planning work that is relevant to this area. • An overview of planning topics that are addressed in some form in the petition. 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

Cambridgeside PUD-8 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. Area of Proposed Rezoning The proposal is to establish the PUD-8 overlay zoning district over an area of nearly 7.5 acres. The area is currently zoned Business A (BA) and is already modified by the PUD-4 overlay district. The area of rezoning covers the "CambridgeSide" shopping mall site, which is on a portion of a PUD development parcel (PB-66) approved in 1987 and amended many times, most recently in 2019. However, some of the sites and development authorized by PB-66 - including the Hotel Marlowe and a portion of the One Charles Park office building - are outside of the proposed PUD-8 area. The intent of the proposed district is to allow and regulate additional development beyond the limitations of the base zoning and the PUD-4 zoning. Existing development permitted by PUD-66 would continue to be regulated under the PUD-4 zoning, with additional development regulated by the PUD-8 zoning. This approach has similarities to prior cases where zoning was amended to specifically regulate new "infill" development, including the MIT Kendall Square zoning (PUD-5) and MXD "Infill Development" zoning. This proposal is somewhat different in that the existing development is already subject to PUD requirements and the conditions of a Planning Board special permit. The Petitioner, as the owner of CambridgeSide, presently controls most of the area of rezoning, though some portions (including the former Sears building) are under separate ownership. The petition would explicitly allow development under a "condominium property regime" by which development may be assigned to different owners. Current Zoning Requirements The table below summarizes the current use and dimensional limitations in the existing base and overlay zoning districts. Zoning Requirements PUD-4 (overlay) BA (base) residential, institutional, offices and General range of allowed uses residential, institutional, offices and laboratories, retail, and other uses laboratories, retail with written determination by Planning Board 1.00 non-residential 2.0 non-residential Max. Floor Area Ratio (FAR) 2.0 residential 1.75 residential 600 sq.ft. Min. Lot Area per Dwelling Unit 450 sq.ft. 85' non-residential Max. Height 35' non-residential 85' residential 45' residential As approved by Planning Board in a Required Yards (Setbacks) Non-residential: No front or side; PUD Final Development Plan rear yard by formula, at least 20' Residential: Formula; at least 10' front, 5' sides, 20' rear Non-residential: 20% (all types) Non-residential: None Min. Open Space Ratio Residential: 20% (all types) Residential: 15% (private) Page 2 of 13 March 13, 2019

CambridgeSide PUD-8 Zoning Petition - Memo to Planning Board Proposed Changes The table below compares the requirements for development allowed under the PUD-4 zoning with the requirements for the additional "net new" development allowed by the proposed PUD-8 zoning. Proposed PUD-8 Zoning Zoning Limitations Current PUD-4 Zoning residential, institutional, offices and residential, institutional, offices and Allowed Uses laboratories, retail, light industry laboratories, retail, and other uses and other uses with written with written determination by determination by Planning Board Planning Board 625,000 SF (additional net new) 766,000* SF (existing) Max. Gross Floor Area (GFA) 20% of net new development Min. Residential Use No minimum 450 sq.ft. No minimum Min. Lot Area per Dwelling Unit 85' 85'/ 135' /185' Max. Height As approved by Planning Board in a As approved by Planning Board in a Required Setbacks PUD Final Development Plan PUD Final Development Plan Min. Open Space 20% (may be met on adjacent sites) 20% (not additional to PUD-4) * Includes development approved by PB-66 only within the boundaries of the proposed PUD-8 district. Effects on Existing PUD Development Plan The proposed zoning would allow a change to the overall scale and use mix of development within the area of the previously approved PB-66 PUD Final Development Plan. The following table summarizes the potential aggregate change to the PB-66 development plan. Note that this summary includes all development authorized by PB-66, some of which is outside the proposed PUD-8 district, and incorporates the most recent major amendment authorizing the conversion of some or all of the third floor of the mall building (approximately 140,000 square feet) from retail to office. PB-66 Final Development Plan Potential Aggregate Development Use Category PB-66 + Proposed PUD-8 Zoning (including 2019 major amendment) Retail (square feet) At least 626,000 (also see below) 626,000-766,000 115,675-255,675 Office (square feet) Up to 755,675 (also see below) Laboratories (square feet) Light Industry (square feet) Hotel (square feet) 152,877 152,877 125,000 Residential (square feet) Total 1,659,522 1,034,522 The intersection of the current and proposed zoning leaves some flexibility with regard to future retail. The proposed PUD-8 zoning states that an "eligible site" for additional development must contain at least 100,000 square feet of ground-floor retail at the time of application, but does not require any existing retail to be maintained (nor does the current PUD-4 zoning). The proposed zoning also requires ground-floor retail use for new development fronting First Street, though it is not clear precisely how much floor area that would entail. Through the major amendment process, space within the mall could Page 3 of 13 March 13, 2019

CambridgeSide PUD-8 Zoning Petition - Memo to Planning Board be converted to other types of allowed uses over time, similar to the recent major amendment authorizing office use on the third floor. Height and Setbacks As seen in the attached maps, the current height limit for the mall site and the immediate vicinity is 85 feet, scaling up to 120 feet for areas along the riverfront and scaling down to 65 feet on the opposite side of First Street. The existing mall building was built under the 85-foot height limit (per the zoning definition of building height), though the tallest point of the structure is approximately 105 feet (as determined by the City's aerial survey). The proposed zoning would retain the 85-foot limit in areas adjacent to Lechmere Canal Park, scaling up to a maximum of 185 feet for areas along Cambridgeside Place. This height would be taller than the adjacent Royal Sonesta building, but shorter than the high-rise residential developments in the North Point area and the former Sullivan Courthouse building, which are currently the tallest buildings in the vicinity of the mall site. Setback requirements would be determined through the Planning Board's review and approval of a PUD Final Development Plan, which is typical of other PUD zoning districts (including the current PUD-4 zoning). Streets, sidewalks, and landscaped areas are important elements of PUD review, which is usually informed by design guidelines. While the guidelines for development along First Street have encouraged a pattern of development where buildings meet the sidewalk with active retail frontage, recent developments have revealed some issues regarding the adequacy of sidewalk width to support pedestrian activity, plantings, and street furniture when buildings are built to the lot line. If setback requirements are left flexible, it will be important to establish expectations (possibly through review criteria and guidelines) for a functional and well-designed public realm. Open Space The proposed open space requirement mirrors the current zoning by requiring 20% open space, satisfied by adjacent public open space off-site, which would not change the current condition. This provision in the current and proposed zoning reflects the original development plan for the area, where the City (with Federal grant funding) developed the area's major public open spaces, including the adjacent Lechmere Canal Park and Charles Park. These open spaces are publicly owned but maintained through a collective private funding agreement with abutting landowners. In order to meet the open space requirement in this manner, the proposed zoning requires a finding that "the developer has historically contributed to, or is committed to contributing to, the creation of such Open Space (e.g., through a financial contribution to, or development of, such Open Space)." Parking The proposed PUD-8 parking requirements are summarized below in relation to the current PUD-4 parking requirements. The new requirements are similar to parking requirements in other recently zoned development areas in that they establish maximum limitations, although they also maintain minimum parking requirements that are similar to those in the current zoning. Page 4 of 13 March 13,2019

CambridgeSide PUD-8 Zoning Petition - Memo to Planning Board Use PUD-4 Parking Requirement Proposed PUD-8 Parking (min-max) Requirement (min-max) 0.89-5.00 space/1,000 SF Ground Floor Retail/Office 0.89 space/1,000 SF (no max.)* 0.56-5.00 space/1,000 SF 0.56 space/1,000 SF (no max.) Retail (other floors) 0.56 space/1,000 SF (no max.) 0.50-0.90 space/1,000 SF Office (other floors) N/A 0.40-0.80 space/1,000 SF Laboratory 1.00-1.50 space/unit 0.25-1.00 space/unit Residence N/A 0.56 space/1,000 SF (no max.) Institutional N/A 1 space/15 seats Public Assembly * Not required for establishments of 10,000 SF or less with entrance on First Street. Also similar to other recently rezoned areas, the PUD plan review process would include the requirement for a shared parking study to determine if overall parking can be reduced by allowing it to serve different uses at different times. One complication with this proposal, compared to zoning for other development areas, is that there is a large amount of existing parking that has a commercial parking permit, meaning that it can be used by the general public at any time for a fee, subject to City Ordinance Chapter 10.16. Using existing parking to serve new development, while minimizing the production of new parking, has advantages in terms of meeting the City's overall planning goals of minimizing new auto trips. However, it is difficult to assess the effects of the proposed zoning if existing uses and parking are regulated by the current PUD-4 zoning while new uses and parking are regulated by another set of requirements. The proposed zoning would also allow the Planning Board to approve waivers of minimum and maximum parking limitations, which is generally allowed by a special permit under Article 6.000 of the Zoning Ordinance. The general expectation in redevelopment areas has been that reducing the amount of parking for commercial uses is encouraged to the extent feasible, but exceeding the maximum limitations would not ordinarily be supported. Other Zoning Provisions The proposed PUD-8 zoning incorporates many plan requirements, review criteria, guidelines, and procedures that would be applied through the Planning Board's PUD review and approval process. These elements of the zoning cover topics such as transportation impacts, sustainability and resiliency, open space and connections, ground-floor activation, site design, architectural materials, housing, and project phasing. Many of these zoning elements are derived from the provisions of PUD zoning districts that were recently created for Kendall Square, particularly the zoning provisions recently adopted for the Volpe Site. Some of these issues are discussed further in the following sections on planning and zoning for the area. Page 5 of 13 March 13, 2019

CambridgeSide PUD-8 Zoning Petition - Memo to Planning Board Planning for Development in Eastern Cambridge This area of Cambridge has been the subject of multiple planning efforts over many decades, which inform the review of this petition in various ways. Some of the past planning efforts for the area are summarized below. East Cambridge Riverfront Plan The East Cambridge Riverfront Plan (1978) was one of the city's earliest plans for redevelopment following the end of the "urban renewal era." The plan was undertaken to coordinate the redevelopment of former industrial sites within the "Lechmere Triangle" area and to advance the goals of increasing employment opportunities, expanding the city's tax base, enhancing the physical environment, conserving the neighborhood's social and economic diversity, and exploiting the environmental, recreational, and economic potential offered by the Charles Riverfront. The result was a plan to enable contemporary commercial and residential redevelopment within an urbanistic pattern of streets and public open spaces that prioritized the pedestrian experience, contrasting with past plans that focused more on automobiles. Following this plan, the zoning of the area was changed to establish residential and commercial base zoning districts with Planned Unit Development (PUD) overlays, allowing greater development potential balanced with more rigorous design review, public benefits, and mitigation for project impacts. An "East Cambridge Development Review Process and Guidelines" document was published in 1985 to establish principles for the Planning Board's review and approval of new development proposals. These design principles guide use, scale, density, setbacks, bulk, height, and landscaping of developments proposed in the area so that they complement each other while improving connections to and from the adjacent East Cambridge community. Many private development projects were permitted and developed under the new PUD zoning districts created for the area, including Thomas Graves Landing (PB-17, permitted 1981), Ten Canal Park (PB-35, 1983), One Canal Park (PB-38, 1984), Royal Sonesta Hotel (PB-52, 1985), Esplanade residences (PB-53, 1986), River Court residences (PB-55, 1986), 55 Cambridge Parkway office building (PB-65, 1987, also known as "Lotus Building" or "One Charles Park"), the CambridgeSide site (PB-66, 1987), and Two Canal Park (PB-125, 1997). Nearly all of these plans have evolved and have been amended over time. For example, the original plans for many of these sites required retail uses fronting the Lechmere Canal and First Street, but in most cases these requirements were modified or waived as property owners contended that it was difficult to secure viable retail tenants for those sites. Only in more recent years has there been new ground-floor retail along First Street. An important objective of the East Cambridge Riverfront Plan was to enable a mix of new private development with public open space and connections. Unlike later development plans that required private property to incorporate publicly beneficial open space into their sites, the City undertook the acquisition, design and development of parks and other public amenities using Federal grant funding. This investment provided public benefits while also stimulating private investment in an area that had deteriorated from neglect. As adjacent areas were redeveloped, the City engaged with landowners to secure agreements to fund the ongoing maintenance of these public spaces. Page 6 of 13 March 13, 2019

CambridgeSide PUD-8 Zoning Petition - Memo to Planning Board ECaPS In 2001, directly following the Citywide Rezoning, the City conducted the Eastern Cambridge Planning Study (ECaPS) that focused on the future of East Cambridge as a major gateway from Boston into Cambridge. The area of the current rezoning proposal is immediately outside the formal boundaries of the ECaPS study area, which included the "transition zone" between First and Second Streets along with redevelopment areas in North Point and Kendall Square. However, some of the planning objectives resulting from this process, particularly those articulated in the Eastern Cambridge Design Guidelines, are relevant to this area. For example, the plan aims to improve pedestrian, and bicycle connections to the Charles River, and the guidelines specifically encourage building designs that create street-level activity and a more pedestrian and bicycle friendly public realm along major streets such as First Street. One of the key ECaPS objectives was to encourage more residential development to complement the commercial uses that tend to predominate. The zoning that resulted from this study created the PUD-4A and PUD-4B districts west of First Street. The PUD-4B district, which is directly opposite First Street from the mall site, lowered the height limit to 65 feet and adopted a density control that maintains the same maximum FAR of 2.0 but only for mixed-use development that is at least 50% housing. The adopted zoning also introduced transfer of development rights (TDR) provisions, particularly to facilitate the creation of public open space and housing in the "transition area" by allowing development rights to be transferred closer to Kendall Square. Cambridge Riverfront Plan The 2011 Cambridge Riverfront Plan: Reconnecting People to the Water, which focused more on public use and activity than on new development, explored the challenges and opportunities of the riverfront and sought to create stronger physical design relationships between the river and the rest of the city through a focused plan for improvement. The plan explored the riverfront section-by-section, and the area of the current rezoning proposal is within "Area B - Charles River Dam/Msgr. O'Brien Highway to Longfellow Bridge," which is identified as the closest location providing the potential for the most direct connections between the East Cambridge neighborhood and the waterfront. The plan identifies the importance of safe and convenient crossings of First Street and Land Boulevard to enable access, and highlights the potential of First Street to be a walkable retail corridor with growth in residential population to support retail activity. 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. Although the area of the current rezoning proposal is not within the "K2" study area, the proposal itself makes reference to many issues that were considered in the K2 plan, including housing, transportation options, ground floor activity, open space connections, sustainability, and urban design. Much of the proposed zoning language is derived from zoning that was recently adopted for areas in Kendall Square, particularly the Volpe site, and many of the topics addressed in the K2 study are incorporated into the petition. Some other topics, such as innovation space and workforce development programs, are not addressed in this current petition. Page 7 of 13 March 13, 2019

CambridgeSide PUD-8 Zoning Petition - Memo to Planning Board The K2 study also led to some topic-specific studies that are relevant to the area. The Connect Kendall Square process, completed in 2015, developed a framework plan for a future integrated network of open spaces, developed through a competition process among planning and design firms. The Kendall Square Mobility Task Force, which brought together the City, MassDOT, MBTA, and other stakeholders, looked comprehensively at future mobility needs in the area and released a report in 2017 outlining policy and project recommendations, which focused primarily on public transit and shuttles. Envision Cambridge As the City's most recent comprehensive planning effort, Envision Cambridge does not establish planning objectives specific to this area but provides a set of overarching goals and strategies to inform future planning processes and decision-making. The Envision Cambridge process has been completed and an Executive Summary was published in 2018, with a final report forthcoming. The Envision goals and strategies are organized into a set of topic areas. The following is a list of topic areas along with a summary of major goals, focusing on those that are most relevant to this proposal. • Growth Management: "Evolving Mixed-Use Districts" (including the petition area should continue to accommodate the bulk of the city's growth and change, taking advantage of transit proximity, and positively transforming areas characterized by surface parking lots, automobile- oriented uses, and obsolete commercial buildings. • Climate and Environment: Achieve carbon neutrality by 2050; prepare for impacts of climate change; promote ecological protection, water quality, waste management, and environmental justice. • Community Wellbeing: Promote equal access to opportunity, racial justice, civic engagement, health and wellness, art and culture, and sense of belonging. • Economy: Ensure shared access to job opportunities, living wages, robust education, training, and support services; eliminate racial, gender, and other disparities in economic opportunity; maintain centrality in the global knowledge economy; diversify employment opportunities beyond high-skill work; support local businesses of different types, sizes, and growth stages; preserve and enhance the distinctive character of Cambridge's commercial districts. • Housing: Maintain and expand deed-restricted affordable housing; provide a variety of housing options for individuals and families of different socioeconomic levels, life stages, and physical needs; support high-quality housing that is healthy, climate-resilient, and energy-efficient; support the ability of Cambridge residents to remain in Cambridge; support overall market affordability; provide housing in diverse neighborhoods that are close to public transit, places of employment, and social services. • Mobility: Meet the access and mobility needs of people of all ages, abilities; and incomes; ensure reliability and efficiency; encourage space-efficient transportation choices like walking, biking, transit, and carpooling; eliminate traffic fatalities and serious injuries; encourage active living; create an easy-to-understand, integrated, continuous, and comfortable transportation Page 8 of 13 March 13, 2019

CambridgeSide PUD-8 Zoning Petition - Memo to Planning Board network; support shared community spaces and enhance neighborhood streets; achieve a carbon-neutral transportation system; adapt to climate change. • Urban Form: Promote mixed-use, pedestrian-oriented, sustainable redevelopment; shape new development to complement the prevailing pattern of adjacent districts, accommodate variations in use and scale, and add greater density to areas well-served by public transit; create a connected network of high-quality open spaces that links all residents to local and regional natural assets, provides a range of activities and experiences, is inclusive of all people, and encourages social connections; support an active public realm; strive for design excellence through a clear and efficient public review process. These topic areas each have an associated set of strategies and action items. In considering redevelopment proposals, the urban form strategies are particularly relevant: 1. Increase density near transit nodes while accommodating the unique character of our squares and areas along the corridors. 2. Preserve the historical integrity and diversity of Cambridge's neighborhoods, including buildings and the public realm. 3. Encourage activity on the ground floors of new buildings, particularly along mixed-use corridors. 4. Proactively guide development in areas with a strong potential for change through area-specific planning and development review. 5. Revise the development review process to be more transparent to developers and the public while striving for high-quality design. 6. Leverage private development to create and maintain high-quality public open spaces and to provide dynamic programming. 7. Expand the public open space network through new open spaces, new programming, and improved local and regional connections. 8. Improve the public open space network by preserving, maintaining, and enhancing existing open spaces to serve a diverse population. 9. For Cambridge's institutions, including university and hospital campuses, support growth within existing campus boundaries and adjacent evolving mixed-use areas, and discourage intrusion into residential neighborhoods. Page 9 of 13 March 13, 2019

CambridgeSide PUD-8 Zoning Petition - Memo to Planning Board Planning Topics Addressed in Zoning Petition The following is a summary of the planning considerations that are addressed in the petition language and how they relate to the city's broader planning efforts for this area and for redevelopment within the city in general. Housing Like many other mixed-use development proposals, this proposal would require a minimum ratio of housing to commercial development. The proposed 20% residential ratio falls within a range of other approved development plans. To provide some examples (in all cases calculated on the basis of residential to residential+commercial Gross Floor Area): the Alexandria Binney Street PUD is approximately 12% housing (with a higher affordability requirement); MIT Kendall Square development (NoMa/SoMa) is approximately 20% housing; the MD Infill Development Concept Plan and the zoning for the MIT Volpe Site redevelopment are both approximately 40% housing; First Street PUD is approximately 50% housing, and North Point (Cambridge Crossing) is approximately 60% housing. The petition also notes that development would be subject to inclusionary housing and incentive zoning requirements, which both result in contributions to promote affordable housing. As reflected in the Envision Cambridge goals, creating residential communities that are inclusive to individuals and families of different socioeconomic levels, life stages, and physical needs are particularly important in areas where new housing is being created. Transportation Similar to other larger-scale mixed-use projects, development under the proposed petition would require a robust transportation plan including a traffic study, transit study, parking analysis, and transportation demand management (TDM) program, similar to other major redevelopments. Managing parking supply is one of the City's key strategies for mitigating traffic impacts, since one of the most effective ways to limit growth in auto trips is to limit available parking, particularly for peak-hour commuters. While the petition addresses this in concept with maximum parking ratios, it is not clear what parking ratios would be most appropriate for this area. The proposed maximum ratios for office and laboratory uses are consistent with the ratios recommended by the K2 study and adopted for Kendall Square, but the proposed maximum of 5 spaces per 1,000 square feet of retail is much higher than recommended retail parking ratios elsewhere in the City. Greater amounts of retail parking might be necessary for a regional shopping center, but it might be difficult to ensure that unused retail spaces do not become an alternative for commuters. Moreover, given the significant amount of parking currently on-site, it is not clear how new parking requirements will interact with existing supply, and whether this proposal would result in new parking spaces or a more efficient use of existing parking spaces, which would be the preferred outcome. TDM programs are also critical to discourage auto trips and incentivize more sustainable modes. Given the scale and location of the project, a significant TDM program would be expected, including measures such as transit pass subsidies, charging market-rate parking fees directly to employees and residents, and providing frequent bus/shuttle access to key transportation hubs such as North Station, Kendall Page 10 of 13 March 13, 2019

CambridgeSide PUD~8 Zoning Petition - Memo to Planning Board Square, Lechmere Station, Sullivan Station, and other areas. Along with programmatic interventions, improvements to the transit and bicycle network and infrastructure might be necessary, such as dedicated bus lanes, protected bicycle lanes, and bicycle sharing (Bluebikes). Some of these measures are cited in the petition. In areas such as Kendall Square and in the study recommendations for the Alewife area, a transportation funding contribution is proposed so that property owners can collectively contribute to future improvements. Some broader city-wide and regional planning issues are also relevant to a project at this location. For example, the longstanding "Urban Ring" concept of circumferential transit at one time contemplated dedicated bus rapid transit lanes along First Street to connect the Kendall Square Red Line MBTA station to the Lechmere Green Line station. While this plan is not currently being advanced by the MBTA, there remains a need for improved connections. More recently, the Kendall Square Mobility Task Force studied bus priority treatments between Lechmere and Kendall Square, and recommended a new "CT4" bus route using part of the First Street corridor to connect Sullivan and Kenmore squares via Lechmere and Kendall. Other relevant citywide planning documents include the Bicycle Plan, Transit Plan, Pedestrian Plan, and Vision Zero Action Plan. Transportation issues will also need to be reviewed at a site planning level, such as well-designed and maintained bus/shuttle stops, excellent and accessible bicycle parking, space for loading/deliveries, drop-off/pick-up activities for services such as buses, shuttles, taxis and transportation network companies (TNCs), bicycle sharing (Bluebikes), wayfinding signage, and real-time transit information. Active Ground Floors As noted above, planning for this area has long focused on trying to encourage retail activity along First Street. The prior phase of riverfront development was not very successful in this regard, with the presence of the interior mall often cited as an issue that made it difficult to secure tenants for street- facing spaces. However, while some of the retail activity in the mall has scaled back, more street-level retail activity has emerged through new development and modifications to existing buildings. The petition embraces this trend by requiring ground-floor portions of new buildings facing First Street to be designed for retail and other active uses. Open Space Past open space planning for this area has relied on public acquisition and development of open spaces and private contributions to ongoing maintenance. Because a comprehensive open space plan is already executed, it is difficult to imagine how new open space would be created through this type of development proposal. However, this proposal may provide opportunities to think more broadly about how existing open spaces can better meet the needs of the community., One provision in the proposed zoning references past or future commitment to contributing to open space through funding as a way of fulfilling open space requirements. It is unclear whether the intent is to deem the requirement satisfied based on past funding, or to demonstrate a commitment to tuture funding. Some of the city's recent planning work, including the Cambridge Riverfront Plan, K2 study, and Envision Cambridge, have noted the importance of operation and programming of open spaces in order to create places that are vibrant and attractive to different groups of users. Programming is mentioned Page 11 of 13 March 13, 2019

CambridgeSide PUD-8 Zoning Petition - Memo to Planning Board prominently in the preamble to the zoning petition but not specifically referenced in the petition text itself, except by reference to other plans and guidelines. Another potential issue to consider is connectivity among open spaces within an area, which has been a longstanding planning consideration. Most notably in the K2 study and the subsequent "Connect Kendall Square" planning process, the importance of treating open space not as a collection of parks but as an integrated system has been increasingly recognized. The Cambridge Riverfront Plan, referenced in the petition, recommends specific connections within this area. The petition includes criteria for open space connectivity as an element of development plan review. Noise Mitigation The petition contains procedural requirements mirroring those of other areas in Kendall Square to ensure that rooftop mechanical equipment is selected, located, and screened to meet the City's noise control standards. This will be important given that the proposal would allow laboratory uses at a potentially taller height than surrounding buildings, and there are some residential buildings in the vicinity. Additionally, noise generation from ground-level or façade mechanicals has been an issue in recent developments, given the ventilation needs of below-grade parking structures. Sustainability The petition contains requirements similar to those adopted in parts of Kendall Square, primarily requiring design of new buildings to a standard of LEED Gold or better "to the maximum extent practicable," and evaluation of on-site renewable energy or co-generation. The City's current sustainable design standards are driven primarily by the Net Zero Action Plan, which sets a target of neutralizing citywide greenhouse gas emissions by 2050. For new buildings, this plan recommends a current minimum standard of LEED Gold for new construction, but encourages greater efforts toward maximizing energy efficiency, incorporating renewable energy systems, 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. It also incorporates strategies for neighborhood resilience such as locations where residents can seek shelter during extreme weather events. This concept is referenced in the petition as part of the Planning Board's review criteria. Urban Design The petition references the main sets of plans and design guidelines that have been established for the area, including the Eastern Cambridge Design Guidelines and Cambridge Riverfront Plan. The petition also incorporates some guidelines specific to this proposal that modify or supplement other guidelines, Page 12 of 13 March 13, 2019

CambridgeSide PUD-8 Zoning Petition - Memo to Planning Board such as specific design objectives for First Street, treatment of the tops of buildings, and encouragement of features such as bays, balconies, setbacks, tapers, cornices, and façade materials. As noted above, since there are no specific setback requirements and a desire to create an active streetwall along First Street, and given the narrow existing sidewalk conditions in some areas, it may be important to provide more clarify regarding the desired street and sidewalk design along First Street to ensure an appropriate balance between building and streetscape. As with all PUD zoning, a future project would be subject to a development review process requiring special permit approval by the Planning Board. The petition explicitly notes that a pre-application conference would be required, and a formal development proposal would need to be provided in master plan format, which allows the opportunity to consider alternatives early in the design process. Therefore, it is important that the zoning contains enough clarity to guide the review process toward the desired outcomes, while also allowing some flexibility for alternatives to be considered. Given the location, scale, and use mix of the proposed zoning, the following urban design considerations will be especially important to address through guidelines and the review process: • The location (in terms of setback/build-to lines), form, and façade treatment of "streetwall" development, to encourage a comfortable and lively urban presence along the sidewalk. • The location, form, and façade treatment of towers and other tall building masses in relation to streetwalls and view corridors. • The expression of retail façades, notably the two-story expression suggested by the petition's "Proposed First Street" rendering. • Connectivity among the various streets and open spaces in the area, as recommended in the East Cambridge Riverfront Plan and the Cambridge Riverfront Plan, by enhancing connections to the neighborhood and the river as well as engaging the east/west axes of Spring Street and Hurley Street where they intersect First Street. • The design of the public realm along the adjoining streets to enhance connectivity and create a better pedestrian experience, including consideration of façade design, retail storefronts, overall sidewalk width, street trees and other vegetation, street furniture, and spill-out activity. Sustainable design strategies to minimize energy use, enable renewable energy, promote resilience to future flooding, and mitigate increased heat impacts through efficient building orientation, appropriate building and landscape materials, and green infrastructure. Page 13 of 13 March 13, 2019

G-2B PUD-4A Existing Zoning at Glassworks Ave Cambridgeside Site NP Cambridge, Massachusetts PUD-6 Otis-St- -Leighton ~ BA Monsignor Brien twy: OS Cana PUD-4 -Thorndike St Lechmere Canal Spring St BA 2PUD-4B LA-1 Hurley St -First-St- PUD-4B OS BA PUD-4 Charles St Proposed PUD-8 District Cambridgeside Pl OS -Bent-St- PUD-4 IA-1 LPUD-4B С-ЗА _Cambridge Pkwy PUD-2 Charles River ¿Land-BIva Rogers-st N 200 400 JA-1 PUD-4C Feet CDD GIS C:\Projects\Zoning|Petitions|CambridgesidePUD8\ExistingZoningPUD8.mxd Map prepared by Brendan Monroe on March 12, 2019.

PB-66 Development and Glassworks Ave Proposed PUD-8 District Cambridge, Massachusetts _Otis St Leighton Monsignor OBrien. Hwy- Proposed PUD-8 District PB-66 Development Lechmere Canal Spring St Hurley St •First•St• Charles St "Cambridgeside PI Bent St PkWY _Cambridge Charles River ZLand Blvd. Rogers St N 400 200 Feet Map prepared by Brendan Monroe on March 12, 2019. CDD GIS C:\Projects\Zoning\Petitions\CambridgesidePUD8IPB66andPUD8.mxd

Existing Height Limits 65-85 at Cambridgeside Site 16 Cambridge, Massachusetts 2 65' 35- Otis-St 85 277 142" 65' Monsignor Briendwy. 85' " 35' 71* 220 85' 99 55 Thorndike St Area of Proposed Change 105 Lechmere Canal Spring St 105 21' 45' 43' 15 35 105 Hurley St 45( 105 65 85' 30 30 105 Charles St Cambridgeside PI 142 100° 100' Bent-S 18' 23 • 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 certain areas. 120' Cambridge • Height labels separated by a hyphen (e.g., 250-350') Charles River indicate areas where the maximum allowed height is Land BIva increased when certain conditions are met, such as 142 under a special permit. N 400 200 0 • Individual buildings are labeled with the height of the highest point of the structure, which may include equipment above the roof of the building, per elevation Feet data collected in April 2010. CDD GIS C:\Projects\Zoning\Petitions|CambridgesidePUD81ExistingHeightsPUD8.mxd Map prepared by Brendan Monroe on March 12, 2019.

Proposed Height Limits 65-85' at Cambridgeside Site Cambridge, Massachusetts eighton 20 85' 65' -Otis St 65 Monsignor Brien-Hwy 85' 35' 8400 71' 22 85' 99' 55' Thorndike St Area of Proposed Change Lechmere Canal Spring St 105' 85 85' 21 43: 45' 15 35' 135 105 Hurley St 85' 65' First-St 30 30 105 185' Charles St Cambridgeside P 142 100° 100 Bent-S 85' 23' 120' • 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 certain areas. Cambridge Pkwy • Height labels separated by a hyphen (e.g., 250-350) Charles River indicate areas where the maximum allowed height is Land BIva increased when certain conditions are met, such as 142 under a special permit. N 200 400 0 • Individual buildings are labeled with the height of the highest point of the structure, which may include equipment above the roof of the building, per elevation Feet data collected in April 2010. C:IProjects\Zoning|Petitions|CambridgesidePUD8|ProposedHeightsPUD8.mxd Map prepared by Brendan Monroe on March 12, 2019. CDD GIS

heighbors to do the same. ATTACHMENTD WHAT YOU CAN DO Macys 185 ft. (+17 stories) Replacement zoned 185 ft. 165H. Best Buy (15 stories) Replacement New 135 ft. Residences Tonight, Wed. April 3rd, City Hall, 795 Mass. Ave., 2nd floor. 5:30 pm. 85 St. PROTECT OUR SKYLINE FROM DEVELOPERS Show your opposition at the developer's presentation to the Zoning Board Ordinance Committee: 174 Flooy sears expansion - Marlene Lundberg, 4 Canal Park. to get an idea of the impact of the proposed high rises, except that they will be closer, and therefore appear even taller. residences at 135 ft. The effect on our skyline is estimated in the image above. Note the eyesore on the far right-a 22 The first three (3) people who meet me in the 4 Canal Park lobby at 4:45 pm. can ride with me in my LYFT car. Invite your story building similar in distance to the proposed high rises. Imagine moving 17 stories of this building over to Cambridgeside The developer plans to replace Macy's and Best Buy with two high rises, 185ft. and 165 ft. plus raise Sears to 85 ft. and add

ATTACHMENT E David N. Borrus 126 Harvey Street Street Cambridge, MA 02140 Tel [phone removed] [email removed] Ordinance Committee City of Cambridge 795 Massachusetts Avenue Cambridge, MA Public Comment on the Re- Development of the Galleria Mall Dear Committee Members My name is David Borrus, and I live at 126 Harvey Street. My family and I have been Cambridge residents for 25 years. I am also the Business Manager for Pile Drivers Local 56, which is the foundation and marine construction division of the New England Regional Council of Carpenters I am speaking tonight in favor of the proposal to re- develop the Galleria Mall. I like the design changes to the site, especially the widening of the sidewalk on First Street and the opening up of the area between the building. It open the street up and makes it a more welcoming space. I also like that the developer is realistically working with the demographic preferences and changes in retail purchasing habits- people really do not go to malls, and re designing the space is a good move. I think including lab and light manufacturing space in the new plan will create meaningful work opportunities for Cambridge residents and replace some of the retail jobs lost with the closing of the mall. And building housing will always help- there is a continual shortage of housing in our city. I want to emphasize that the developer, New England Development, has been a long-time generous supporter of community organizations and non-profits, and many of those serve Cambridge residents who have the least means and opportunities. I admit I was not aware of this until I attended the Planning Board Meeting on March 19. But I was impressed with the strong vocal support for this project by one organization after another, attesting to the long-term commitment and vital financial resources provided to youth and families in East Cambridge by the developer. Mr Karp and New England Development are role models for good corporate citizens.

Yes, I understand that the project design has variations from existing overlay regulations. They have given much to the city, and I believe it is right give back something, in the form of an approval for beneficial new construction project. I would like to call attention to one other very important opportunity that can come from this project. WE were fortunate that both of our children attended Cambridge Public Schools K-12. Any parent of children in CPS knows that there are large socio-economic divides among our students. Cambridge is a very expensive city to reaise a family in, and this is evident in everyday in our family lives- at birthday parties, at school lunch lines where 50% of our students are on reduced or free meals, and perhaps most vividly at high school graduation. Cambridge has a strong academic tradition, and with the top universities in the world literally on its door step, many students, regardless of resources, feel the only choice is college trajectory. The students who are "haves" are often going on to four-year colleges and the promise of a professional career. They may have debt, but usually have some resources and job networking connections to offset that. The student who are "have nots" are often scrambling for resources, trying to cobble together the means to attend a college, in many cases the first in their families to do so. Unfortunately, close to 50% of them won't graduate, and will be stuck with dream-crushing debt, limited job choices, and wages that will make living in Cambridge an unrealistic option. But what if, instead of college, some students went on to a trade apprenticeship? Apprenticeships offer excellent starting wages, health and retirement benefits, a professional career, and not debt. And job opportunities- there is $12 billion worth of construction ongoing or in the pipeline in Cambridge! There is a world of good work for our students right here, and projects like this one offer a huge opportunity. I have asked New England Development to consider a Memorandum of Understanding to employ one apprentice from Cambridge for each trade on the project, and they have responded favorably. A memorandum of understanding is not a contract- it is a goal. It will take the active participation of at least three partners for this to happen- New England Development, the Building Trades unions, and Cambridge Public Schools. The craft unions will need to coordinate outreach to CPS students and

the students who express interest will have to be encouraged by CPS to apply for the apprenticeships. The contractors who are awarded work by the Construction Manager will have to make every effort to see that the Cambridge apprentices are offered work opportunities. A lot of moving parts, but certainly not an unattainable goal. And what a difference it will make in the lives of our youth for whom college is not a realistic option. Imagine a few years down the road, when 5 or 6 CRLS/ RSTA graduates who have become construction professionals - Carpenters, Floor Coverers, Ironworkers, Laborers- speak to our students and tell them in their own words, about a career path that works! I support the design for the redevelopment of the Galleria Mall, and am more than happy to work on a plan to encourage Cambridge students into trade apprenticeships.

ATTACHMENT F Cambridge City Council City Hall 795 Massachusetts Ave Cambridge, MA 02139 April 3, 2019 RE: Cambridgeside PUD-8 Zoning Petition Dear City Councillors, We write to express our general support for redevelopment of the Cambridgeside building, but to oppose the proposed zoning amendment submitted by New England Development and Cambridgeside Galleria Associates Trust in its current form. The petition includes many laudable goals. To be sure, it would benefit the area to have more street-level shops on First Street, and we recognize the need to redevelop the Mall given the state of the retail market and the desire to better use the space. But we wonder why Cambridge residents must bear the cost through a substantial upzoning. The proposal seeks to increase the maximum zoning height to 135' in one area and 185' in another, plus height for mechanicals that would put the total real height at over 205'. This is more than double the current zoning height and at least 65' higher than the next tallest nearby building (the Royal Senesta, at 120', excluding mechanicals). This is simply too much. We have three additional concerns with this proposal. First, the community benefits are far too low. If approved, Cambridgeside would receive 625,000 new SF of upzoned space—a windfall given current market rates. But the only significant community benefits appear to be (1) placing shops on First Street; (2) an open space requirement; and (3) dedicating 25,000 feet of space to affordable housing in a 625,000 foot upzoning request (and a 1.3 mm foot building). (1) The shops, while beneficial to the neighborhood, are just as beneficial to the developer to meet market demand and therefore should not be considered to justify the upzoning. (2) The open space requirement can be met by demonstrating "that the developer (or its affiliates) has historically contributed to, or is committed to contributing to, the creation of such Open Space (e.g., through a financial contribution to, or development of, such Open Space)." We have no idea what that means, but it could mean that something the developer did 30 years ago meets the requirement. That is not a benefit. (3) The scant affordable housing provided is a missed opportunity. Cambridge has long had an affordable housing crisis, as the Council well knows. But of the 625,000 new feet of space ' The petition claims that 20% of the new square footage will be devoted to housing (625,000 x 20% = 125,000), of which 20% of that will be designated affordable (125,000 x 20% = 25,000).

created, only 125,000 feet (20%) is designated for housing, and a paltry 25,000 feet (4%) is affordable. The Council should require more for any upzoning, let alone such a large upzoning request. Second, this building is precedent setting and will be used to justify every future nearby upzoning request. While there are various zoning plans for the nearby area, it seems that none directly apply to this proposal, nor do they call for a 200' building. Other new buildings along the west side of First Street have been kept much lower, and this request stands out as drastically different from the urban planning principles that have been applied to other recent development in the area. Are we really ready to declare that 200' is the new normal in this part of East Cambridge? Third, the proposal as written is too vague and hard to understand. (For example, the open space requirement). While the benefit to the developer is straightforward (625,000 SF and 135'/185' in zoning height), what the developer must provide is not. The proposal leaves the Council with too little to decide if this is really in the City's best interest, and it puts too much discretion in the unelected Planning Board to make decisions that should be decided by our elected officials. Again, we appreciate that Cambridgeside has begun a process to improve its building, First Street, and East Cambridge. But the current proposal does not get us there, and more work needs to be done. We look forward to that conversation continuing in the coming months. Sincerely, Is/Matthew Connolly /s/Pamela Van Dort Matthew Connolly Pamela Van Dort 13 Cornelius Way Cambridge, MA 02141 [email removed]

AITACHMENT O Lopez, Donna From: Peter Crawley < [email removed]> Sent: Wednesday, April 3, 2019 5:29 PM To: City Council; Lopez, Donna Subject: CambridgeSide PUD-8 Zoning Petition - Ordinance Committee Hearing April 3, 2019 Dear Councillors, I write pertaining to the request by New England Development, (Stephen Karp, Chairman), to up-zone the 1 million SF CambridgeSide Mall by 625,000 SF of commercial space. As a nearby resident, many of my neighbors and I do not understand the rationale for granting such a large public entitlement, valued at about $90 - $100 MM, to a mature property that does not need a public subsidy. If the City wants to encourage development in a blighted area of the City by offering zoning bonuses, this may make sense - but East Cambridge is surely not starving for new development. Quite the contrary. The pressure from the millions of square feet under construction and in the pipe-line, including nearby CambridgeCrossing and all the Kendall Square development, is severely compromising the quality of life of East Cambridge residents. The First Street area in East Cambridge has limited infrastructure capacity, including narrow streets, limited river crossings, overburdened street parking, etc. As we finally revitalize the First Street area, are 4 looming towers really the best urban planning solution? First Street has the opportunity to become a comfortable pedestrian retail and mixed-use area with human scale buildings like the ones that have been proposed and supported to date by the neighborhood and City on West side of First Street. These buildings, several of which are being developed by Paul Ognibene, have stayed well under the 85 foot zoning height limit. In fact the new 85 First Street office and retail building directly across the street from the mall is only 2 stories high. In comparison, New England Development proposes 3 towers along First Street at 200 ft, 170 ft and 120 ft (including mechanicals). These 3 towers along First Street will create shadow, wind and canyon effects for the pedestrian. I have asked urban designers about this, and they agree that this level of density along the 700 ft, 3 block mall frontage on First St will create an imposing wall along the street. If the City feels the need to increase density in the First Street area, wouldn't it make more sense to spread it around in lower height buildings along the street? And if such increases in FAR and height are granted to Mr. Karp and New England Development, what precedent does that establish for other landowners in the Mall area, like the 55 - 65 ft office buildings to the North and South? Why shouldn't they request equal up-zonings and heights? Can the limited East Cambridge infrastructure support that? Why isn't the City following a Master Plan for this area to best locate density and use types? Another impact of the tall towers proposed by New England Development are the shadows that will be cast on the existing open space at the Lechmere boat canal. This open space was the prize public benefit of the Riverfront Redevelopment project of 30 years ago when the mall was developed. Countless residents, visitors and boaters enjoy this sunny open space; under what scenario does it make sense to block the sun from these areas - which would happen if an 85 ft tower at the former Sears location and a 170 ft tower just to the South on First Street were built? I think it makes sense to convert existing mall space, like the third floor, from retail to office space - and perhaps more retail space can be converted to the very lucrative office market in the future. But what is the hardship or public benefit justification for a 60% increase in the square footage of the CambridgeSide mall? I ask the Council and CDD to analyze both the economic and development impacts of this proposed up-zoning and do what is best for the residents. The East Cambridge neighborhood is under intense pressure from development proposals on all sides. The City needs to pick and choose the developments that best respect the urban fabric and deliver the greatest long- term public benefits - and reject those that do not. Respectfully, Peter A. Crawley

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ATTACHMENT H-1 Lopez, Donna Charles Hinds < [email removed]> From: Sent: Tuesday, March 19, 2019 1:49 PM To: Lopez, Donna Cc: [email removed] Subject: ECT Letter to Ordinance Committee regarding CambridgeSide PUD-8 Zoning Petition Attachments: ECT Letter to Ordinance - Cambridgeside PUD-8 Zoning Petition - 3-19-19.pdf Dear Mz. Lopez, Attached a letter from the East Cambridge Planning Team to the Ordinance Committee regarding the CambridgeSide PUD-8 zoning. Could you please distribute to the Ordinance Committee. Very truly yours, Chuck Hinds President East Cambridge Planning Team Mobile: [phone removed] A neighborhood organization serving East Cambridge since 1965. East Cambridge ESP Planning Team

East Cambridge Planning Team A Neighborhood Organization for the Betterment of East Cambridge March 19, 2019 Cambridge City Council Cambridge City Hall 795 Massachusetts Avenue, 2nd Floor Cambridge, MA 02139 RE: CambridgeSide PUD-8 Zoning Petition Dear Mayor Marc C. McGovern; Vice Mayor Jan Devereux; Councillors Dennis J. Carlone, Craig A. Kelley, Alanna M. Mallon, Sumbul Siddiqui, E. Denise Simmons, Timothy J. Toomey, Jr., Quinton Y. Zondervan:" New England Development (NED) presented a petition for a new PUD-8 District to the East Cambridge Planning Team (ECT) at three meetings, September 12, 2018, February 27, 2019, and March 13, 2019. This letter details the benefits and concerns we have for this critical project. Proposed Zoning: The new PUD-8 district, as we understand, would overlay part of the exiting PUD-4 district encompassing the existing CambridgeSide Mall. It would add 625,000 square feet (sf) of new net Gross Floor Area (GFA); replace the maximum height of 85 feet specified in PUD-4 with three radial height zones: 85 feet, 135 feet, and 185 feet, increasing height as the distance from Lechmere Canal increases; and it would change the usage mix over the approved PB-66 special permit to include 125,000 sf of residential and up to 755,675 sf of office, lab, and light industry (including pharmaceutical manufacturing). Rationale: As we understand, PUD-8 was proposed in order to re-position the CambridgeSide Mall to a configuration better suited the current challenges and realties of retailing resulting from e-commerce. The anchor stores, Sears, Macys, and Best Buy, and the above ground parking garage would be replaced by a mix of retail, and residential buildings resulting in mixed-use complex, which would have the effect of commercial, stimulating retail traffic in the mall and have the benefit stabilizing income. Proposed Design: On March 13: 2019, NED presented massing's and illustrations of buildings that can be constructed under the new proposed PUD-8 district. This included the entire redesign of the First Street buildout. The old Sears building would become office space expanded with 2 additional stories brining the new height to 85 feet. A new residential building would replace the upper parking garage and be 135 feet high. A lab building replaces the current Best Buy building and be 165 feet high plus approx. 30 feet for mechanicals. The First Street ground floors of the 3 buildings will have smaller retail spaces to activate the ground floors and increase pedestrian foot traffic. The current Macy's building will be replaced by 185 foot office tower with apx. 15 feet of mechanical space. The residential and lab buildings would be set back from First Street and a cycle track would be added Pros: The proposed re-imaging of CambridgeSide has been met with much optimism. The First Street face of CambridgeSide has been unattractive and uninviting since the Malls inception. The potential to replace a virtual wall on First Street with ground floor retail and buildings with windows above would be a welcomed improvement to the streetscape. Changing the mall to a mixed use complex may help the retailing component become more sustainable as the retailing landscape continues to evolve across the US. East End House 105 Spring Street, Cambridge MA 02141 [email removed]

East Cambridge Planning Team At the March 13, 2019, ECT meeting, the members present discussed the zoning in context to the proposed massing and buildings designs presented. Although the concept of the re-imaging was well accepted, specific details raised major concerns. ECT resolved to reject the PUD-8 petition as written for the reasons summarized as follows: Heights. The 185 foot zone was thought to be excessive given heights of nearby buildings directly to the west and east of site. The opposite side of First Street is 65 feet high and as one approaches Second Street the height drops to 45 feet. First Street is a transition zone to the core C-1 zone of East Cambridge and doubling the height by crossing the First Street was thought excessive. The theme of "walling-in of East Cambridge" was raised again as skyscrapers surround the core of the neighborhood comprised of 2 and 3-story homes. Parking. Though replacing the above ground parking lot with residential and retail uses was though of positively, an acceleration of a parking study was requested to a) Insure there is sufficient parking for the CambridgeSide development as presented and b) Determine what impact the loss of that parking will have on the neighborhood. • Lab Use: ECT opposes any lab use because of the proximity to residential dwellings. There is an abundance of labs already in the area, and the noise and additional height (30') generated by lab mechanical penthouses was thought obtrusive. This is not thought of as a financial hardship as there is high demand for office space in East Cambridge with rents over $80 per square foot. • Connectivity: As this project will change traffic and pedestrian patterns at peak periods, coordination with the relocation of Lechmere Station is a major concern. How visitors of the mall and employees of new proposed offices will cross the Msg. O' Brien highways was a concern. • Arts Integration: With the loss of the Constellation Center, Biomed Realty and Lemelson-MIT are working towards a coordinated ground floor arts program. ECT urges NED to create a carefully thought out plan on arts education and entertainment and to coordinate and complement efforts lead by Lemelson-MIT. • Mitigation: The mitigation proposed is not deemed commensurate with the increased impact on the neighborhood and the value realized by the addition of 625,000 sf of gross floor area to CambridgeSide, especially as compared with other developments. Also, it was strongly felt that a majority of the mitigation / public benefit should directly benefit East Cambridge and that the East Cambridge neighborhood have a voice in deciding benefits. Some suggested items included a pedestrian bridge from the Lechmere Canal to the Museum of Science and improvements to the East End House, which is seriously in need of repair. CambridgeSide/NED has been an outstanding neighbor and an integral part of East Cambridge for 30 years. We understand the mall is facing challenges from the new retailing environment. However, we reject the PUD-8 zoning petition as written for the reasons mentioned here-in, but look forward to working with the highly respected New England Development team to develop a petition to meet the needs of NED and the East Cambridge neighborhood. Very truly yours, Charles T. Hinds President, ECT cc: Donna Lopez, City Clerk, dlopez@cambridgema.gov

AITACHMENT H-2 Lopez, Donna Charles Hinds < [email removed]> From: Sent: Wednesday, April 3, 2019 6:19 PM To: City Council Cc: Lopez, Donna; [email removed] Addendum to ECPT Letter Regarding CambridgeSide PUD 8 Petition Subject: Dear Ordinance Committee members, I was unable to attend tonight's Ordinance Committee hearing on the CambridgeSide PUD-8 petition due to a work commitment. This is not a reflection on the seriousness of the issues for ECT. I would like to submit this addendum to our letter on the issue of mitigation. To put the PUD-8 public benefit into perspective, I would like to recall some of the mitigation Alexandria contributed to its developments under an up-zoning under PB #243, which added approximately 800,000 of GFA: • Land for Rogers St Park and Triangle Park (apx. 2 acres of land) $1 million for design of the two parks $8.5 million for the construction of the two parks $ 6 million for an East Cambridge open space fund Foundry Building valued at $13.5 Million In addition: Creation of 220,000 square feet of housing with 17% of 80% of median units to be subsidized and another 23 % of the units at 100% of median income. This meant the housing was built at a loss of more than $10 million Construction of a new outfall for storm water to the river, replace water lines surrounding the new properties, rebuild portions of Binney St, Rogers St, Second St, and Linskey Way surrounding its new buildings and create an infiltration system for the first inch of rain. This cost this was over $15 million. I would ask the ordinance committee to please consider these public benefits when evaluating the PUD-8 petition which adds 625,000 of GFA. Very truly yours, Chuck Hinds President East Cambridge Planning Team Mobile: [phone removed] A neighborhood organization serving East Cambridge since 1965. Fast Cambridge ESPI Planning Team

Lopez, Donna ATTACHMENT I From: Joseph Rose < [email removed]> Sent: Wednesday, March 27, 2019 1:02 PM To: Lopez, Donna Subject: Letter in Opposition to the New England Development Up-Zoning Petition for Cambridgeside To the Cambridge Ordinance Committee, As a local resident of East Cambridge, it seems that there's always a project under way and a lot of moving parts. It would proposed. This spot zoning proposal actual adds more demand and reduces its own supply by cutting around 900 parking spots from Cambridgeside. This increased density is my greatest concern for the seemingly unnecessary development being proposed. I fail to see the hardship that the petitioner is trying to overcome to justify adding 625,000SF in addition to the already existing square footage at Cambridgeside. I also fail to see the benefit that this provides to the immediate neighborhood, but in fact can see a lot of detriment. I'm all for a redesign and revitalization of First Street. It's a rough corridor in terms of retail, but I don't think the balance is quite there to support adding so much square footage and especially looming heights that will create shadows in the nearby parks and block views not to mention the wind tunnel effects and large corridor feel that go along with them. It should also be noted, as it has been before, that these heights do not include mechanical penthouses, which could easily add another 35 None of this seems in proportion to or at the betterment of the neighborhood right next door nor does it take into account the added strain it will place on the already taxed area. Isn't the purpose of having existing ordinances in place to help preserve the character and intent of the area? It seems the City has provided a good amount of precedent for this process- The Riverfront Plan, Connect Kendall, as well as ECAPS and K2 all recommended shorter buildings near the residential East Cambridge neighborhood and better connections from the neighborhood to the river. This proposal does neither of those things and opens the door for other outsize buildings to further wall-off the neighborhood from the river. Where is the local neighborhood benefit for this quite massive trade-off. There's no relief for parking, no additional public spaces added. I don't think a contribution to the City Tree fund really means that much to the local neighborhood. For these reasons, I ask that you conduct a more extensive economic and planning analysis to show that this desired request is worth it to the neighborhood before furthering this upzoning. Thank you. Joe Rose Spring St 1

ATTACHMENT J shabus mein Bao & Mein, Inc. DBA Shabu & Mein 14815* Street Cambridge, MA 02142 [phone removed] Ordinance Committee C/O Donna Lopez 344 Broadway Cambridge, MA 02142 March 28, 2019 Dear Members of the Committee, May name is Tony Liang and I am the owner of Shabu and Mein on 148 First Street. I am the next-door neighbor to CambridgeSide. If I could, let me ask you to consider a few points: 1. CambridgeSide is a great neighbor. They can't do enough for us on First Stract. • 2. Their plans for a new First Street are beautiful. I never thought a transformation like this was possible. 3. A healthy CambridgeSide is a critical part of our future too. Thank you for considering this. I strongly support Mr. Karp's Rezoning Pollion for * CambridgeSide. Tony Lian Owner Shabu and Mein

ATTACHMENTK To the Ordinance Committee Though a board member of the ECPT, I write regarding the Cambridgeside PUD-8 Zoning Petition on a personal note and not in representation of the group. It is my understanding as a real estate professional that the hardships, created by many factors that shifted in our economic make up, are forcing existing project developers to get creative and adapt to survive. I am in favor of zoning requests: - The site is not performing as expected and at risk of becoming a future "ghost block" if not reconfigured to accommodate market shifts; - The proposed First street reconfiguration offers incredible opportunities to foster a major connectivity path between two existing larger PUDs, namely NorthPoint and Kendall Sq. - The mix of uses will create a more dynamic environment that will be more permeable for the users of the complex to access the canal, the river and the waterfront. I do express the following concerns: - The heights of the proposed buildings, should be considered in relation to existing buildings to limit Winds and Shadows - The traffic impact study should be done in coordination with the study the city is conducting for the First Street Garage - A public transportation study on the link between the Subway stops, between the site and the Central parts of the city as there is no direct connection from East Cambridge(not Kendall) to City hall, should be also considered by the city. - The request to possibly host lab space on site is concerning from a quality of life point of view, given the proximity to residential life and traffic, but also from a viability standpoint given the amount of lab space already available at the nearby PUDs My suggestions on mitigations would include: Marked enhancements of the riverfront experience and its accessibility - More green space, even indoor for use in our long winters, and on green roofing to help offset environmental impact and improve storm water management The plan should include "Entertainment" component/s that would benefit the public in this part of Cambridge that has lost the prospective for Constellation Center and lacks cultural venues to create a good clout, with Multicultural arts center being practically alone I hope these suggestions can be taken within the context of your decision in guiding this process, during which this specific developer has been incredibly accessible to the community and forthcoming on their willingness to be a successful partner with the city and the neighborhood. Sincerely Fabrizio Gentili 72 Sciarappa Street

ATTACHMENT L REGATTA RIVERVIEW CONDOMINIUM, INC. 8-12 MUSEUM WAY CAMBRIDGE, MA 02141 March 18, 2019 Cambridge Planning Board Care of Liza Paden Ipaden@cambridgema.gov Dear Members of the Board, I am writing on behalf of the Board of Directors of the Regatta Condominium Association here in Cambridge. We are a 435 unit building with over 750 residents living here in East Cambridge. On March 11*h we met with John Twohig of New England Development and Richard McKinnon of the McKinnon Company. They showed their plans for a new CambridgeSide and answered all our questions. It was the most well attended meeting we have had in some time. We strongly support the zoning petition of Stephan R Karp. A successful CambridgeSide is a key part of the health of East Cambridge in the eyes of the residents. We ask that you consider this when you vote on the Petition. As always, we appreciate the work of the Planning Board and thank you for allowing us to voice our support. General Manager, as agent for / Regatta Riverview Condominium Association, Inc.

ATTACNMENTM Chris K. Chou April 3, 2019 6 Canal Park, #205 Cambridge, MA 02141 Ordinance Committee C/O Donna Lopez 344 Broadway Cambridge, MA 02142 Re: Support of New England Development's Rezoning Petition Dear Members of the Committee, My name is Chris Chou and I have been a resident and a homeowner in East Cambridge for over 16 years at 6 Canal Park, also known as Thomas Graves Landing Condominiums. The Cambridgeside Galleria and the accompanying commercial buildings are my neighbors in the Canal Park complex. New England Development and Mr. Karp's contributions to the immediate area of Canal Park are one of the reasons why I chose to be a homeowner here and I am delighted to hear that there may be an opportunity for the neighborhood to evolve with the times and become even more welcoming than it is already. I strongly support Mr. Karp's Rezoning Petition for Cambridgeside and First Street because It will: 1. Finally add vibrancy and relevance to First Street. Currently, First Street is underutilized in every which way, and I welcome more neighborhood services and recreational opportunities. 2. Provide an opportunity to attract new offerings on the Sears side of the Cambridgeside Galleria Mall. If the mall does not remain viable and relevant, neither will the neighborhood. 3. Provide safer pedestrian access across First Street. I thank you for your time, and I must reiterate that I strongly support Mr. Karp and New England Development's Rezoning Petition. Sincerely, Chris Chou East Cambridge homeowner since 2002