a communication from John Twohig, Representative for Cambridgeside Galleria Associates Trust regarding the revised Commitment Letter for Proposed PUD-8 District

Cambridgeside Galleria Associates Trust c/o New England Development 75 Park Plaza Boston, MA 02116 December 4, 2019 VIA E-MAIL AND HAND DELIVERY City Clerk Anthony Wilson Cambridge City Hall 795 Massachusetts Ave., 2nd Floor Cambridge, MA 02139 Email: awilson@cambridgema.gov Re: Revised Commitment Letter for Proposed PUD-8 District City Clerk Wilson, We have revised the commitment letter that is proposed as part of the PUD-8 District zoning petition currently under review by the City Council in light of comments and requests made by Councillors at the November 26, 2019 special meeting of the City Council. We have attached a clean, fully executed revised version of such letter, as well as a redline that shows changes made to the original version of the commitment letter that was submitted to the City Council as an attachment to our memorandum dated November 7, 2019. We wanted to submit these revisions for transmission to the City Council well in advance of the December 16, 2019 meeting in order to provide the Councillors sufficient time to review such revisions. Please let us know if you have any questions. Sales Representative for Cambridgeside Galleria Associates Trust Enclosures Cc: City Manager Louis A. DePasquale 4820-3067-0766.2

Cambridgeside Galleria Associates Trust c/o New England Development 75 Park Plaza Boston, MA 02116 December 4, 2019 VIA HAND DELIVERY Mayor Marc C. McGovern Vice Mayor Jan Devereux Ordinance Committee Co-Chair Dennis J. Carlone Ordinance Committee Co-Chair Craig A. Kelley City Councilor Alanna M. Mallon City Councilor Sumbul Siddiqui City Councilor E. Denise Simmons City Councilor Timothy J. Toomey, Jr. City Councilor Quinton Y. Zondervan Cambridge City Hall 795 Massachusetts Ave., 2nd Floor Cambridge, MA 02139 Re: Commitments and conditions accompanying the amended zoning petition (the "PUD-8 Zoning") for PUD-8 District (the "PUD-8 District") Dear Mayor McGovern, Vice Mayor Devereux, Ordinance Committee Co-Chairs Carlone and Kelley and Councilors Mallon, Siddiqui, Simmons, Toomey and Zondervan: The purpose of this letter is to describe commitments and benefits which New England Development and Cambridgeside Galleria Associates Trust ("NED") are prepared to offer the City of Cambridge to facilitate and enable NED to revitalize and redevelop CambridgeSide in light of changed circumstances in the retail market and neighborhood needs (the "Project") through the construction of new mixed-use buildings, subject to the satisfaction of the Conditions set forth . below. Capitalized terms used, but not otherwise defined, herein shall have the meanings ascribed to them in Article 13.100 of the City of Cambridge Zoning Ordinance. NED's Commitments A. Activation. In light of the recent increased interest in creating a more vibrant streetscape, NED agrees that it shall incorporate Active Uses on the ground floor along First Street, Cambridgeside Place and Canal Park, as more particularly described in Section 13.107.1. 1

B. Setbacks and Stepbacks. Pursuant to the provisions of Section 13.107.5(a)(i), any new buildings fronting on First Street will incorporate a setback of at least 10 feet. Pursuant to the provisions of Section 13.107.5(a)(ii), any new or renovated buildings within the PUD- 8 District that exceed 85 feet in height will incorporate (i) a 10-foot stepback of the building façade at an elevation of approximately 65 feet in height and (ii) a 10-foot stepback of the building façade at an elevation of approximately 135 feet in height (if applicable). New or renovated buildings within the PUD-8 District that do not exceed 85 feet in height are encouraged to provide a distinct horizontal articulation at a datum height of approximately 65 feet. C. Subsidy for Innovation/Start-Up or Non-Profit Office Space. NED agrees that no later than issuance of the final certificate of occupancy for the first new building in the Project it shall provide (for a period of not more than 20 years) up to 2,500 square feet of office space (which may be demised in smaller segments) at reduced rates (equal to a reduction of 30% below the rent charged for comparable market rate space), and for shorter durations than a typical office lease at the Project, in order to serve as an incubator for small businesses or non-profits in East Cambridge. NED agrees that a lease agreement for such space shall not require a tenant to pay for any share of landlord's costs attributable to any of common area maintenance, insurance or real estate taxes. D. Local Retail Subsidy. In connection with the Open Space and Retail Advisory Committee (as defined herein), NED agrees that no later than issuance of the final certificate of occupancy for the first new building in the Project it shall provide (for a period of not more than 20 years) approximately 2,500 square feet of space within the PUD-8 District (which may be demised in smaller segments) at a reduced rate (equal to a reduction of 30% below the rent charged for comparable market rate space) to local retailers. NED agrees that a lease agreement for such space shall not require a tenant to pay any for share of landlord's costs attributable to any of common area maintenance, insurance or real estate taxes. E. Minority- and Women-Owned Businesses. To help remove barriers to participation of minority- and women-owned businesses at the Project and to ensure nondiscrimination in the award and administration of opportunities for tenancy at the Project, NED will submit to the City of Cambridge Economic Development Department a plan outlining how diligent efforts will be made to contact and recruit minority- and women-owned business enterprises as tenants of the Project. F. Delivery of Residential Component. Construction of the Project's residential component shall commence in accordance with the time frame set forth in Section 13.104.1(d)(1). G. Affordable Family-Sized Dwelling Units. NED commits to making all Family-Sized Dwelling Units (as defined in the Zoning Ordinance) in the Project affordable pursuant to 2

Section 13.104.1(d)(4), and the distribution of such units to Inclusionary or Middle Income Housing shall be as set forth in such Section. NED agrees that it will provide no less than 20 affordable Family-Sized Dwelling Units. H. Affordable and Middle Income Housing. Pursuant to Section 13.104.1(d), at least thirty. percent (30%) of the Net New GFA proposed under a Development Plan in the PUD-8 District must be devoted to residential use, i.e., at least 175,000 sf assuming a Development Plan that proposes the full 575,000 sf of allowed Net New GFA. This amount of required residential development, in concert with the required mix of affordable housing under the PUD-8 Zoning (described below), results in the production of an equivalent number of affordable units as would result from an approximately 570,000 sf residential development under the existing Inclusionary Housing requirements of Section 11.200 the Zoning Ordinance, i.e., 20% of GFA devoted to residential use. NED commits to making a total of sixty-five percent (65%) of the Project's residential Net New Gross Floor Area affordable pursuant to Section 13.104.1(d)(2)-(3). I. Noise and Light Mitigation Measures. In light of comments received during the rezoning process, NED agrees that it shall implement noise and light mitigation strategies pursuant to Sections 13.107.2 and 13.107.3. J. East End House. NED agrees that it will make a cash contribution to the [insert East End House legal entity name] in the amount of $4,000,000 on the first day following the date upon which the appeal period related to adoption of PUD-8 Zoning has expired, with no challenge to the validity of the same having been made (or in the event of any challenge, the date that such challenge shall have been finally resolved in favor of such validity). NED agrees that it will make an additional cash contribution to the [insert East End House legal entity name] in the amount of $5,000,000 upon issuance of the building permit for the third new building in the Project. For the purposes of this letter, a new building shall mean the ground-up construction of a structure that did not previously exist within the PUD-8 District. K. Improvements to Existing Open Space.' NED agrees that prior to issuance of a final certificate of occupancy for more than 325,000 square feet of Net New Gross Floor Area for the Project it shall provide additional plantings, trees and landscaping at existing open spaces within the PUD-8 District, including Canal Park, all to be completed in substantial conformance with the attached materials prepared by CRJA-IBI Group (IBI Placemaking) attached hereto as Attachment B. ' Any references in this letter to proposed improvements and/or installations on land owned by the City of Cambridge or the Commonwealth of Massachusetts (including associated agencies and departments in each case) shall be subject to obtaining all necessary federal, state and local permits and approvals, including from the City or the Commonwealth as owner and/or as a permit-granting authority (as applicable). 3

L. Tree Fund. NED agrees that it will make a $1,000,000 contribution to the City's Tree Replacement Fund, payable in accordance with the following schedule: (i) $500,000 upon issuance of the building permit for the first new building in the Project; (ii) $250,000 upon issuance of the building permit for the second new building in the Project; and (iii) $250,000 upon issuance of the building permit for the third new building in the Project. M. Scholarship Contribution. NED agrees that it shall contribute approximately $1,300,000 (payable in annual installments over a 30-year period, as detailed below) to the East Cambridge Scholarship Fund, which Fund was initially established in connection with the original development at CambridgeSide in the 1990s. The first such installment shall be due within six months of the final approval of the PUD-8 Zoning with the remaining installments due annually thereafter. In years 1 through 10, the annual installment payments shall be $33,333. In years 11 through 20, the annual installment payments shall be $43,333. Finally, in years 21 through 30, the annual installment payments shall be $53,333. N. Community Space. NED agrees that upon issuance of the final certificate of occupancy for the first new building in the Project it shall provide community meeting space within the PUD-8 District at no charge to local residents, community groups and small businesses (the "Community Space"), subject to reasonable rules and regulations. The Community Space shall be able to accommodate up to 40 people. It will also include an area for displays regarding the history of the City of Cambridge, which displays will be created in coordination with the Historical Commission and other community members and will begin with an exhibit on the history of indigenous people in Cambridge. O. Arts Community Support.' In furtherance of NED's current commitment to the local Arts Community and inclusion of their work at CambridgeSide, NED agrees that no later than issuance of the final certificate of occupancy for the first new building in the Project it shall develop a more comprehensive system that simplifies coordination with the local Arts Community and gives local artists opportunities to perform, display and/or sell their work at or within the vicinity of the Project, including Canal Park. Such a commitment may entail funding the installation of art within the Park or CambridgeSide and/or the expansion of the electronic display space within CambridgeSide. In connection with the same, NED will also coordinate with a reputable community arts program, such as the Lemelson-MIT program, to promote and host STEM and arts events at or within the vicinity of the Project. P. Contribution to the Arts. NED agrees that it shall make a $500,000 contribution to the Cambridge Arts Initiative, or such other local arts fund or program identified by the City Council, upon issuance of the building permit for the first new building in the Project. Q. Community and Open Space Event Programming.' In coordination with the Open Space and Retail Advisory Committee (as defined herein), NED agrees that it shall host 4

community engagement events in or within the vicinity of the PUD-8 District on a regular basis, which events shall be held at such time(s) and location(s) as NED, in consultation with the Open Space and Retail Advisory Committee, may determine and shall be open to members of the general public. Such events may include a seasonal farmer's market, installation of winter garden(s) or the provision of space (e.g., shipping containers or kiosks) for small pop-up retail incubators within Canal Park. R. Open Space and Retail Advisory Committee. In order to ensure that the East Cambridge neighborhood is involved in the programming of activities for the open spaces and the types of retailers for the local retail space within the PUD-8 District (as provided for in items D and Q above), NED agrees that no later than issuance of the final certificate of occupancy for the first new building in the Project it will establish an advisory committee to provide input on the programming of these spaces. The advisory committee shall meet bi-annually for a period of 10 years. The advisory committee shall include representatives from the Community Development Department, the East Cambridge neighborhood and three (3) representatives designated by NED. S. Affordable Childcare Space. Recognizing the need for affordable childcare to support the East Cambridge neighborhood and future employees at the Project, NED agrees that that no later than issuance of the final certificate of occupancy for the first new building in the Project it shall provide (for a period of not more than 20 years) up to 2,500 square feet of space within the PUD-8 District at a reduced rate (equal to a reduction of 30% below the rent charged for comparable market rate space) for a daycare facility to rent to the extent operating such a facility is permitted by all applicable federal, state and local laws and regulations. NED agrees that a lease agreement for such space shall not require a tenant to pay for any share of landlord's costs attributable to any of common area maintenance, insurance or real estate taxes. NED also agrees to include a requirement in the lease agreement with the daycare facility operator obligating the operator to offer its services at a reduced rate to its users. Finally, NED shall use good faith efforts to lease such space to a community-based daycare facility. T. Snow Emergency Parking. Recognizing the need for off-street parking during snow emergencies, NED agrees that it shall continue to make parking at the Project available to East Cambridge residents during such emergencies. U. Cambridge Public Schools Charles River Project. For the next 20 years NED agrees that it shall work with the City of Cambridge Public School Department to develop a curriculum-based program that includes the opportunity for each third grader to experience the Charles River. In connection with the same, NED will cover the cost of a boat ride to help the students understand the historical maritime significance and ecological value of the Charles River to the surrounding communities, as well as coordinate with the School Department to arrange transportation to get the students to and 5

from the River. Such curriculum-based program shall commence in the first year following approval of the PUD-8 Zoning. V. Boat Ride for Seniors. For the next 20 years NED, in coordination with established senior services in the City, will develop evolving ways to connect Cambridge Seniors to the Charles River. In the first year following approval of the PUD-8 Zoning, from May through September, NED will sponsor, for Seniors, free weekly rides on the Charles River with lunches and activities. W. Shelter During Extreme Weather Events. Prior to issuance of a final certificate of occupancy for the first new building in the Project, and in coordination with City officials, NED will develop a plan to act as a "cooling oasis" and to provide shelter for the surrounding neighborhood during extreme weather events. CambridgeSide is uniquely situated to serve as a "cooling oasis" in the warming climate given that the core building is an interior public space connecting to a riverside/canalside green/blue exterior public space. By its implementation of the commitments set forth in this letter and to further the ability of CambridgeSide to serve as a "cooling oasis," NED has agreed to improve (i) the water's edge tree canopy (which contributes to temperature reduction), (ii) the area below the Land Boulevard Bridge (which provides deep shade shelter) and (iii) public access to the water where temperatures can be 20 degrees Fahrenheit below the urban ambient temperature. X. Sustainability. Pursuant to the provisions of Section 13.107.4, NED agrees that new buildings within the PUD-8 District will incorporate best practices for meeting sustainability goals in areas such as energy, emissions, water, materials, urban site reuse and landscaping. NED proposes a comprehensive design approach to meet such goals, including through implementation of the following measures: i. Adoption of energy conservation strategies. For example, core and shell of newly constructed office and lab buildings within the PUD-8 District will meet the LEED framework requirements at the Gold level or better, with an emphasis on overall energy (including fossil fuels) and water reduction; ii. Reduction of carbon emissions by eliminating fossil fuel fired equipment as is feasible and reducing total energy required, including through the incorporation of the following to the maximum extent practicable: high efficiency building systems for new or renovated commercial buildings; improved building envelopes with reduced air infiltration; and lighting reduction through usage of LED and smart lighting controls; iii. Support of the City's Net Zero Action Plan, to the extent feasible, and/or integration of features that facilitate CambridgeSide's ability to transition to Net Zero in the future (Net Zero Ready) by installing renewables on-site as is feasible and purchasing off-sets as needed. 6

Y. Passive House for Residential Use. NED agrees that there will be no access to fossil fuels (i.e. no gas or fuel oil lines) within the living area of the residential component of any building and, to the extent reasonably practicable, to incorporate additional passive building standards, such as those promoted by the Passive House Institute US (PHIUS) or similar certifying entities, into the residential component of any building constructed within the PUD-8 District. Z. First Street Promenade.' Upon issuance of the final certificate of occupancy for the second new building fronting on First Street, NED agrees that it will coordinate with neighbors and City officials to establish a pedestrian-only area between Cambridgeside Place and Thorndike Way on Sunday afternoons between Memorial Day and Labor Day, as well as programming and activities to take place within such area. AA. Transportation. It is anticipated that NED will expend, commit to expend or cause to be expended by tenants or others located within the Project a total of approximately $6,900,000 (the "Transportation Funds") on hard and soft costs related to transportation- and traffic-related measures (whether or not associated with the Project and the local/state approval process therefor) including, but not limited to, studies, construction, funding contributions or commitments, Transportation Demand Management measures and design and construction of roadway, intersection and equipment improvements in connection with the Project (the "Transportation Measures"). In the event that NED has not expended, committed to expend or caused to be expended by tenants or others located within the Project all of the Transportation Funds on Transportation Measures at the completion of construction of 575,000 sf of Net New Gross Floor Area within the PUD-8 District, then NED shall contribute the remaining Transportation Funds to the City of Cambridge to be utilized for transportation improvements that benefit the East Cambridge neighborhood. Conditions to NED's Commitments Notwithstanding anything to the contrary in the foregoing, NED's commitments set forth above are offered only if the following conditions (the "Conditions") are met: The amendments to the Cambridge Zoning Ordinance set forth in Attachment A are duly 1. adopted in the form attached hereto as Attachment A, and no challenge to the validity of the same shall have been made (or in the event of any challenge, such challenge shall have been finally resolved in favor of such validity). With regard to any commitments outstanding as of the date that NED applies for PUD and/or Article 19 Special Permits for the Project, NED shall havé received such Special Permits, including, without limitation, PUD Special Permits and Article 19 Special Permits, from the City of Cambridge Planning Board, and such other permits and approvals as may be necessary to allow for the build-out of the Net New Gross Floor Area contemplated by and in accordance with the attached PUD-8 Zoning, and no challenge to the validity of any such permits or approvals 7

shall have been made (or in the event of any challenge, such challenge shall have been finally resolved in favor of such validity) and a building permit for the portion of the development approved under such Special Permit(s) shall have been issued. In addition to meeting the requirements and conditions of any required permits or approvals for the Project (and the payment of any and all fees associated with the issuance of such permits or approvals), NED is making these commitments and providing the other mitigation referenced above to the City in order to provide the City with resources to mitigate impacts which might result from the Project as a result of the rezoning and any special permit issued pursuant thereto. [REMAINDER OF PAGE INTENTIONALLY LEFT BLANKI

As NED's duly authorized representative, I am authorized to make these commitments on NED's behalf. Sincerely, Stephen R. Karp Chairman, Chief Executive Officer of NED Attachment A: Zoning Petition Attachment B: Materials for Improvements to Existing Open Space 9

ATTACHMENT 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 encourages strong connections between the neighborhoods of eastern Cambridge and new development in that area, particularly along First Street, the East Cambridge riverfront (focusing on Lechmere Canal) and the PUD-8 area. It also promotes retail- and service-oriented ground floors that will activate surrounding public streets and spaces, such as First Street and Lechmere Canal Park. The expectation is for the District to continue to be a recognizable center of activity and economic viability for East Cambridge and the surrounding neighborhoods in light of the changing landscape of brick and mortar retail. Development in the PUD-8 District is expected to meet high standards for urban design, architectural design, environmental sustainability and open space design. To the extent reasonably practicable and subject to the provisions of Section 13.107.5 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, the East Cambridge Riverfront Plan dated May 1978 and the Cambridge Riverfront Plan dated Spring 2011. 13.102 PUD-8 Special Permit. 13.102.1 Eligible Development Parcel. To further the purpose of this Section 13.100, an applicant may submit a Development Proposal and obtain a special permit from the Planning Board approving a Final Development Plan for the Development Parcel located within the PUD-8 District which, at the time of application for a PUD-8 Special Permit, (1) contains at least 100,000 st 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 and (ili) is within 600 feet of 3 acres of Public Open Space. The Development Parcel within the PUD-8 District may contain contiguous or noncontiguous lots elsewhere in the PUD-8 District or within another PUD District that are situated within twelve hundred (1200) feet of the boundaries of the PUD-8 District. 13.102.2 PUD-8 Special Permit Approval. The Planning Board may grant a PUD-8 Special Permit approving a Final Development Plan for the Development Parcel upon finding that the Final Development Plan is consistent with the criteria set forth below, all other criteria applicable to approval of any other special permits being sought, and upon consideration of the PUD-8 Guidelines and Principles (as hereinafter defined). Any modification to a Final Development Plan, 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. A PUD-8 Special Permit approving a Final Development Plan may specify a range of modifications that may be approved as minor amendments to the PUD-8 Special Permit, which are subject only to written approval of the Planning Board, if such modifications are found by the

Planning Board not to significantly alter the concept of the approved PUD-8 Special Permit. 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 must contain the following components: 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, including representative ground-level views from selected vantage points, and 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, the number of spaces proposed at each location, and explaining in detail any restrictions or commitments applicable to existing parking facilities, including but not limited to commercial parking permits, ongoing lease agreements, and programs to make parking available to off-site users. (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. Open Space Plan — illustrating and quantifying the areas of all open space areas utilized by the development in satisfaction of Section 13.105, including, without limitation, pedestrian ways providing connectivity to the riverfront. 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 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. 2

(h) Phasing Plan — describing the general sequence in which development is proposed to proceed. Sustainability and Resiliency Plan - describing: (1) how the sustainability requirements set forth in Section 13.107.4 below will be met; (2) how the proposed development will promote best practices for environmental sustainability and resiliency; (3) how the proposed development serves nearby East Cambridge community-wide needs for emergency retuge or shelter during heat or storm emergencies in coordination with the Cambridge Climate Vulnerability Assessment dated February 2017. Net Zero Plan - describe how the proposed development will address the goals set forth in the Net Zero Action Plan, including the potential incorporation of enhanced commissioning for newly constructed or renovated office and lab buildings, opportunities for ground source and air source heat pumps, solar photovoltaics, solar hot water, bio-fuel emergency power fuel, battery storage, facilities electrification, airtightness and additional methods to eliminate fossil fuel usage, including in the context of relevant energy initiatives implemented through the City of Cambridge, and exploring participation, if available, in any program sponsored by the City of Cambridge for community renewable energy purchase. Transportation Plan - incorporating: (1) a Transportation Impact Study required by Section 19.20 of this Ordinance; (2) a Shared Parking Study required by Section 13.106.5 below; (3) a study of the impacts of increased demand on public transportation services in the East Cambridge area; (4) a description of the development's relationship to future regional rail, bus, pedestrian/bicycle and other transportation system connections in the area; and (5) a Transportation Demand Management and Mitigation program describing measures which may be incorporated by the Planning Board into a condition of a PUD-8 Special Permit to offset or mitigate the development's impacts on transportation systems, including measures set forth in this Zoning Ordinance and the City's planning efforts to be linked to milestones, thresholds or performance standards. Such studies (and the recommendations set forth therein) shall account for the proposed scale and phasing of development and the limitations on system capacity to accommodate new vehicle, transit, and other trips. 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. (m) Architectural Character Plan - describing general approaches to the design of buildings, landscaped areas, streets, and pathways, identifying the type of visual character that the development will aim to achieve, with the expectation that specific designs of individual buildings and spaces will be reviewed in further detail as they are developed.

(n) Comprehensive Signage Plan - providing the approximate number, type and characteristics of signage to be installed within the District. (o) Utilities Plan - analyzing existing infrastructure and demonstrating that each proposed building site at the time of development will be adequately served by water, sewer, gas, and electric infrastructure capacity or describing appropriate infrastructure capacity improvements that will be implemented to ensure such building site will be adequately served upon the completion of such improvement. 13.102.4 PUD-8 Special Permit Criteria. In approving a Final Development Plan, the Planning Board shall consider the following objectives with respect to any Net New GFA (as defined below) or construction of a new building: (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. 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, and maintaining existing ground level pedestrian connections between Charles Park and Lechmere Canal Park, including interior connections with active retail uses. (d) Enhancing the existing network of high-quality streets, landscaping 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. 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, enhanced landscaping 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. (g) Enhancing the architectural richness and diversity and aesthetic qualities of the PUD-8 District to complement and strengthen the architectural character of the district as it has evolved historically. (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. ) Demonstrating a commitment to implementing a Transportation Demand Management and Mitigation Program. (i) Activating surrounding streets by incorporating Active Uses on the portion of he ground floors of new and renovated buildings immediately fronting on First Street ambridgeside Place and Lechmere Canal Park (excluding those areas of such groun floors utilized for lobbies, limited mechanical areas and/or entrances to parking and/or loading areas). (k) Strengthening pedestrian access from First Street to retail establishments and the Riverfront. (1) Demonstrating a commitment to implement programming for proximate Public Open Space. 13.102.5 PUD-8 Lot. A lot within the PUD-8 District is a parcel of land that may be in more than one ownership, provided that the developer thereof has control over the entirety of the parcel, whether via fee ownership, long-term lease or enforceable easement rights, which parcel 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. Condominium Property Regime. Nothing in this Section 13.100 shall prevent a developer from submitting a building(s) subject to a PUD-8 Special Permit to a condominium property regime. The violation of the conditions of a PUD-8 Special Permit by one owner or occupant of a condominium unit within a development shall not be deemed to be a violation by any other owner or occupant within the development, but shall be deemed 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. 13.102.7 Applicability of Requirements to Development Parcel. The requirements of this Section 13.100 may be satisfied for the entire Development Parcel on any lots) located within the limits of such Development Parcel or, with respect to Section 13.105 (Open Space), on other land within 1,000 feet of the PUD-8 District; provided, however, the requirements of this Section 13.100 shall not be applied to individual PUD-8 lots or ownership units comprising such Development Parcel, but shall be applied as if such Development Parcel were a single conforming PUD-8 lot whether or not such Development Parcel is in single or multiple ownership. A violation, with respect to an individual PUD-8 lot or ownership unit within the Development Parcel, of any provision of this Section 13.100 shall not constitute a violation with respect to any other individual PUD-8 lot or ownership unit within the Development Parcel. 13.102.8 Phasing Plan and Lapse. Any development within the Development Parcel shall commence and, to the extent built in multiple phases over a period of time, be

constructed in accordance with the time limits set forth in the Final Development Plan. Any changes to the Phasing Plan after issuance of the PUD-8 Special Permit are subject only to written approval by the Planning Board. In no event shall any portion of the development approved by a PUD-8 Special Permit for which a building permit has been issued and construction has commenced be deemed to have lapsed due to the fact that any other phase of the development approved by a PUD-8 special permit has not been commenced or completed. 13.102.9 Relationship to PUD-4. 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, 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. To the extent the Development Parcel is subject to the provisions of one or more PUD District(s), 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 PUD Districts) or existing approval(s) conflict or are inconsistent with the PUD-8 Special Permit, the provisions of the PUD-8 Special Permit shall govern. 13.102.10 Pre-Application Conference. In the course of preparing a Development Proposal, the developer shall be required to participate in at least one PUD Pre-Application Conference as established in Section 12.33 of this Zoning Ordinance and a similar conference with the full City Council or Ordinance Committee. The purpose of the conference will be to discuss the conceptual alternatives for site arrangement, building massing, circulation systems and public space arrangement, as well as general approaches to architectural and landscape design, and for the developer to receive informal feedback from the Planning Board prior to preparing the materials required by Section 13.102.3 above. As set forth in Section 12.33.2, any statement made by the Planning Board or the developer at the Pre-Application Conference shall not be legally binding. Notwithstanding Section 12.33.3, the developer shall present graphic and written materials as needed to illustrate and describe conceptual development alternatives 13.102.11 Design Review. In approving a Final Development Plan, the Planning Board may incorporate criteria and additional guidelines for future design review of individual building sites and open spaces in support of its findings, including with respect to: streetscape activation, amenities, and dimensions; the provision of canopy street trees; coordination with the City's plans for vehicular, pedestrian, and bicycle movement in East Cambridge; ground floor design; sidewalk widths and features; the location of the ground floor façades relative to the plane of the streetwall above; the height and façade expression of ground floors; façade length; modulation of the streetwall façade; the continuity of the streetwall; bay widths; window-to-wall ratios; the

massing and façade expression of towers, mechanical penthouses and their stepbacks; screening of mechanical systems; architectural details; building materials; incorporation of art; lighting design; sustainability; and universal access. 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, including, without limitation, Section 13.107. This Section 13.103 shall refer to uses as they are listed in Article 4.000 and otherwise defined in this Zoning Ordinance as of the effective date of the enactment of this Section 13.100. For the avoidance of doubt, the Planning Board shall be the sole permit granting authority with respect to determining uses allowed under this Zoning Ordinance in the PUD-8 District. (a) Residential Uses. All uses listed in Section 4.31 a-h, and i.2. (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. (e) Retail Business and Consumer Service Establishments. All uses listed in Section 4.35. (f) Open Air or Drive in Retail & Services. i. Sales place for flowers, garden supplies, agricultural produce conducted partly or wholly outdoors; commercial greenhouse or warehouse; ii. Open air place of entertainment. (g) Light Industry, Wholesale Business and Storage. All uses listed in Section 4.37. Other Uses. Any use not listed in subsections 13.103(a) through 13.103(g) above, otherwise allowed in a Business A District, may be allowed by the Planning Board upon written determination by the Board that such use is consistent with the objectives of the PUD-8 District and is consistent with the predominant uses in the PUD-8 District. 13.104 Dimensional Regulations. 13.104.1 Permitted Gross Floor Area (GFA). The following GFA shall be permitted within the PUD-8 District: (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 7

calculated in accordance with the definition of Gross Floor Area under the Zoning Ordinance in effect at the time of adoption of this Section 13.100, except that the GFA of above-ground structured parking facilities in existence on or before September 15, 2000 shall be included in the calculation of Existing GFA (notwithstanding the exemptions under Section 5.25.3). (b) Net New GFA. A maximum of 575,000 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 GFA pursuant to Section 13.104.1(a) above. (c) Assignment 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 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. 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 thirty percent (30%) of its Net New GFA as residential development, subject to the following provisions. 1. Timing. 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, provided, however, that construction of such residential component shall have commenced prior to or simultaneous with the earlier to occur of (1) issuance of a final certificate of occupancy for more than 325,000 square feet of non-residential Net New Gross Floor Area or (ii) issuance of a building permit for the second new building within the PUD- 8 District (for the avoidance of doubt, a building permit for a new building shall mean a building permit authorizing the construction of a new structure that did not previously exist on the subject property). 2. Inclusionary Housing Requirements. GFA assigned to residential use shall be subject to the Inclusionary Housing Provisions of Section 11.203 of this Zoning Ordinance, except that at least thirty percent (30%) of the total Dwelling Unit Net Floor Area constructed shall be devoted to Affordable Dwelling Units created through Inclusionary Housing. Middle Income Housing Requirement. The following requirements for Middle Income Housing Units shall apply in addition to the Inclusionary Housing Requirements set forth above: Thirty-five percent (35%) of the total Dwelling Unit Net Floor Area constructed shall be devoted to Middle Income Units (as defined below).

Such Middle Income Units shall be distributed throughout the residential development in a manner approved by City staff, in order to ensure that the Middle Income Units are of an appropriate location, size, configuration and quality for households intended to occupy such units. ii. For the purposes of this Section 13.104.1, Middle Income Units shall be defined as residential dwelling units for which: (a) The occupancy is restricted to households whose total income is not below seventy percent (70%) and which also does not exceed one hundred and twenty percent (120%) of the Area Median Income (AMI); and (b) The rent (including utilities) does not exceed thirty percent (30%) of the income of the renting household or, in the instance of home ownership units, the monthly mortgage payment (including insurance, utilities and real estate taxes) does not exceed thirty percent (30%) of the income of the purchasing household, or such other equivalent standard as may be determined by the Board of Trustees of the Affordable Housing Trust Fund. Except as otherwise provided in Section 13.104.1(d)(4), GFA devoted to Middle Income Units shall be subject to the provisions of Sections 11.203.3 and 11.203.4, provided that such provisions shall be applied in a manner that reflects the income restrictions for Middle Income Units provided above (rather than the income restrictions for Inclusionary Housing provided in Sections 11.203.3 and 11.203.4). Family-Sized Dwelling Units. The required residential development shall include a range of dwelling unit types and sizes, including Family-Sized Dwelling Units. The total number of Affordable Family-Sized Dwelling Units required under Section 11.203.3(g) shall be determined based on the total Dwelling Unit Net Floor Area devoted to Affordable Dwelling Units required by Section 13.104.1(d)(2). To the extent legally permissible under Section 11.200 of this Zoning Ordinance and other applicable legal requirements, all Family-Sized Dwelling Units will be Middle Income Units and Affordable Dwelling Units, allocated in accordance with the following: (1) those units required under Section 11.203.3(g) shall be Affordable Dwelling Units created through Inclusionary Housing; and (il) any additional Family-Sized Dwelling Units shall be Middle Income 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. 9

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. (a) As shown on the attached Building Height Map for the PUD-8 District, Map 13.101, the maximum height of buildings permitted in the PUD-8 District shall be eighty-five (85) feet except as hereinafter provided. (b) The height of buildings or portions thereof may be increased by issuance of a 'UD-8 Special Permit by the Planning Board upon a finding that all of the criteria it 'ection 13.102.4 have been satisfied and that the proposed height complies with the following distance parameters and the design guidelines in Section 13.107.5(a) (including stepbacks and materials): The height of buildings or portions thereof that are less than three hundred (300) feet from the centerline of First Street and more than four hundred eighty (480) feet from the centerline of Charles Street may be up to ninety- five (95) feet in a location that is setback from the nearest boundary of the PUD-8 Development Parcel to the Lechmere Canal by greater than one hundred eighty (180) feet; ii. The height of buildings or portions thereof that are less than three hundred (300) feet from the centerline of First Street and between four hundred eighty (480) feet and three hundred fifteen (315) feet of the centerline of Charles Street may be up to one hundred forty-five (145) feet; and ill. The height of buildings or portions thereof that are less than three hundred fifteen (315) feet of the centerline of Charles Street and either (i) less than three hundred (300) feet from the centerline of First Street or (ii) more than four hundred twenty-five (425) feet from the centerline of First Street may be up to one hundred fifty-five (155) feet. 13.104.4 Other Dimensional Requirements. There shall be no minimum lot area for PUD-8 lots located within the PUD-8 Development Parcel. There shall be no minimum width for the PUD-8 Development Parcel and no minimum width for PUD-8 lots located within such Development Parcel. There shall be no minimum required front, rear and side yard requirements for the PUD-8 Development Parcel or for PUD-8 lots located within such Development Parcel. There shall be no minimum required distance between buildings on the PUD-8 Development Parcel and no minimum required distance between buildings situated on the same PUD-8 lot within such Development Parcel. The Planning Board shall approve all such PUD-8 lot sizes and building setbacks in accordance with the PUD-8 Design Guidelines and Principles set forth in Section 13.107.5. 13.105 Open Space. 10

13.105.1 Subject to the provisions of 13.105.2 below, at a minimum, twenty percent (20%) of the land area within the PUD-8 Development Parcel shall be Public Open Space or Publicly Beneficial Open Space, which may be located in the PUD-8 District and/or within 1,000 feet of the PUD-8 District, subject to the further standards set forth below (the "Minimum Open Space"). 13.105.2 To the extent that the Minimum Open Space requirement is to be satisfied, in whole or in part, with Public Open Space or Publicly Beneficial Open Space that is located outside of the PUD-8 District, the developer shall demonstrate that the developer (or its affiliates) has historically contributed to, or is committed to contributing to, the creation of such Open Space (e.g., through a financial contribution to, or development 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. 13.106.1 With regard to uses contained within new commercial buildings, provided that the requirements of Section 6.23 of the Ordinance are met, the parking requirements of this Section 13.106 may be satisfied (a) anywhere in the PUD-8 District or, if located outside of the PUD-8 District, within 2,000 feet of the use being served notwithstanding anything to the contrary contained in Article 6.000; and (b) in total or in part by a lease agreement, occupancy agreement, license or other comparable legal instrument between the developer and the City, other public entity or private owner or consortium for use of parking spaces in the public or pooled private parking facilities within said area. 13.106.2 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. 13.106.3 Minimum Parking. There shall be no minimum parking requirements within the PUD- 8 District; provided, however, in approving a Final Development Plan, the Planning Board may specify a minimum parking requirement based on review and analysis of Transportation Impact Studies and other relevant information on parking demand provided in application documents, including the Shared Parking Study as required below, and with the guidance of City agencies. The Planning Board, through its approval of a Final Development Plan, shall make a finding that the Final Development Plan provides adequate parking for proposed residential uses. 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. 11

(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, 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 existing and anticipated parking demand for all uses in the development throughout the course of a typical day and week. The purpose of this analysis is to consider parking demands for different land uses that have peak parking demands at different times of day, thus enabling parking facilities to be used more efficiently. Accordingly, this analysis may identify opportunities for reducing the total amount of parking required to serve all uses through the sharing of parking spaces by multiple uses. Based on this analysis, the Planning Board, with guidance from City staff, may approve a reduced minimum or maximum parking requirement upon finding that the approved amount of parking will be sufficient to serve all permitted uses. This analysis may be approved by the Planning Board as a working study that can be adjusted by written approval of the Planning Board over time, as dictated by changes in parking demands. 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, provided that, in accordance with Section 6.108, any of the requirements in Section 6.100 may be modified by the Planning Board through its approval of a Final Development Plan. 13.107 Special Requirements, Conditions and Standards Applicable to Certain Development Authorized by the Planning Board in East Cambridge. 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, Cambridgeside Place and Lechmere Canal Park (excluding those areas of such ground floors utilized for lobbies, mechanical areas and/or entrances to parking and/or loading areas) shall be planned, designed, and constructed to contain Active Uses as required below. 12

(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 feasible practices regarding the location and sizing of equipment, the selection of equipment and sound attenuation measures. At a minimum, any noise or vibration emanating from new commercial or substantially altered commercial buildings shall not be normally perceptible without instruments at a distance of one hundred (100) feet from the source lot line and shall comply with the provisions of the City of Cambridge Noise Ordinance applicable to Commercial Areas (as such term is defined in the Noise Ordinance). In order to enforce these requirements, the developer shall provide, in addition to a Noise Mitigation narrative required as part of Article 19.000 review, acoustical reports prepared by a professional acoustical engineer as described below: (a) Prior to and as a condition of the issuance of the first certificate of occupancy for a new or substantially altered commercial building, an acoustical report, including field measurements, demonstrating compliance of such building with all applicable noise requirements; and (b) Prior to obtaining any building permit to add any new equipment having a capacity greater than five (5) horsepower to the rooftop, a narrative report demonstrating that there will be continued compliance with all applicable noise requirements after such addition, and upon completion of such addition and as a condition thereof, an acoustical report, including field measurements, demonstrating such compliance. With respect to any new commercial or substantially altered commercial building that will contain laboratory use, the heating, ventilation and air conditioning (HVAC) design shall adopt Best Available Noise Control Technology (BANCT) in the sizing and selection of equipment, its placement on the roof, and the use of effective sound attenuation design elements, including through the following measures: (i) fans shall be provided with variable speed drives to conserve energy when airflow is not needed to condition the space, and sound attenuators will be installed in the ductwork; (i) cooling towers shall be provided with large diameter, slow speed whisper quiet fans and variable speed drives for capacity control and energy conservation, and such towers will be located within a sound absorbent screen wall; (ili) air cooled chillers shall use variable-speed compressors, variable-speed fans and integrated compressor mufflers; and (iv) air handling units shall be in a sound-insulated penthouse that is 13

ventilated through acoustical louvers. Any PUD-8 Special Permit may contain conditions with respect to noise mitigation consistent with this Section 107.2 for any building containing laboratory use. Additionally, appropriate screening for any rooftop mechanical equipment shall be provided to the fullest extent permitted by law. Light Mitigation. Any new commercial or substantially altered commercial building that will contain laboratory use shall install a Building Automation System (BAS) that is programmed to dim or turn lights off and to lower shades after 9:30 pm to reduce light pollution to the surrounding neighborhoods. Any PUD-8 Special Permit may contain conditions with respect to light mitigation consistent with this Section 107.3 for any building containing laboratory use. Sustainability. New buildings constructed within the PUD-8 District shall comply with the Green Building Requirements set forth in Section 22.20 of the Zoning Ordinance. The Development Proposal shall contain documentation showing how the development at an aggregate level will comply with the requirements of Section 22.20. conditions of a PUD special permit shall set forth procedures for individual buildings within an approved Final Development Plan to meet the requirements of Section 22.20. The Sustainability and Resiliency Plan component of a Development Proposal shall describe how new buildings in the PUD-8 District will incorporate a comprehensive design approach and incorporate the best practices for meeting sustainability as outlined in the City's Net Zero Action Plan, Climate Change Preparedness and Resilience Plan, and other sustainability plans and guidelines promulgated by the City at the time the Development Proposal is submitted. The conditions of a PUD special permit shall set forth sustainability guidelines to be reviewed as part of any continuing design review procedure for individual buildings within an approved Final Development Plan. At a minimum, buildings shall incorporate best practices in the following areas: Energy and Emissions. Each new or renovated building must conserve building energy and, to the extent practicable, reduce carbon/GHG emissions. The developer, with each new or renovated building within the PUD-8 District, will evaluate the potential for implementation of net zero ready measures and on-site energy generation (which may include rooftop solar pv) within the PUD-8 District in the context of ownership, economic viability and phasing constraints. The Developer will conduct a greenhouse gas emissions analysis for each new or renovated building and will mplement energy efficiency mitigation for such building to achieve the maximum energy reductions possible identified in such analysis. (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 development site. 14

(c) Cool Roofs. All new buildings approved in the PUD-8 District must employ Functional Green Roofs (as such term is defined in Article 22.000 of this Zoning Ordinance), high-albedo "white" roofs, or a functionally equivalent roofing system. (d) Monitoring. All new buildings in the PUD-8 District shall be required to conform to the requirements of the Cambridge Building Energy Use Disclosure Ordinance, Chapter 8.67 of the Municipal Code. (e) Healthy Living and Working. All new buildings in the PUD-8 District shall provide people with access to daylight and enhance the visual and thermal comfort of people living within the PUD-8 District. (t) Transportation. Final Development Plans within the PUD-8 District shall encourage multimodal transportation, provide facilities for cyclists and provide an infrastructure to support alternative energy vehicles. (g) Flood Resiliency. All new buildings must incorporate the City of Cambridge's most up-to-date standards to address projected future flooding impacts. (h) Site Cooling Strategies. Final Development Plans within the PUD-8 District shall incorporate measures to reduce urban heat island effects and identify interior and exterior spaces in designated locations to act as cooling areas. 13.107.5 PUD-8 Design Guidelines and Principles. 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; (iii) the East Cambridge Riverfront Plan dated May 1978; and (iv) the Cambridge Riverfront Plan dated Spring 2011 (collectively, the "PUD-8 Guidelines and Principles"); provided however that new buildings constructed within the PUD-8 District shall be generally consistent with the following provisions in lieu of the provisions pertaining to height, setback, stepbacks and materials in the PUD-8 Guidelines and Principles: Height and Setbacks: A diversity of height and massing as permitted in Section 13.104.3 is encouraged to be located in buildings immediately fronting on First Street, Cambridgeside Place and Land Boulevard and designed to create a rich and varied skyline along streets abutting the Development Parcel. 1. 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. New buildings fronting on First Street will enhance the public realm by providing a setback of at least 10 feet or more as may be necessary 15

to provide a sidewalk that allows comfortable pedestrian circulation in addition to street furniture, bicycle parking, tree plantings and other streetscape features. Bays, balconies, tapers, cornices and other architectural elements may project 5 feet into this setback zone, beginning at the second floor, 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. 3. Buildings along First Street are encouraged 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 will be utilized to create tops to the buildings that will contribute to a varied skyline and unique reading of each building. 5. Maintaining the existing pedestrian atrium, which provides a connection between Charles Park and Lechmere Canal Park, at its height as of the effective date of the enactment of this Section 13.100 is encouraged. ii. Stepbacks. New or renovated buildings within the PUD-8 District that exceed 85 feet in height shall provide (a) a 10-foot stepback of the building façade at an elevation of approximately 65 feet in height and (b) a 10- foot stepback of the building façade at an elevation of approximately 135 feet in height (if applicable), provided in each case that bays, balconies, tapers, cornices and other architectural elements may project 5 feet into this stepback zone 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. 2. New or renovated buildings within the PUD-8 District that do not exceed 85 feet in height are encouraged to provide a distinct horizontal articulation at a datum height of approximately 65 feet, through means other than a stepback (significant change in material, projecting cornice/fin/shade, etc.). 3. New or renovated buildings within the PUD-8 District shall provide a 15-foot stepback of the rooftop mechanical penthouses. Building Spacing: New buildings shall be designed to provide for appropriate spacing to preserve adequate light, air and view corridors for the benefit of the East Cambridge neighborhood. New buildings should, to the extent feasible, be separated by courtyards or other significant breaks to avoid long lengths of unbroken building mass. Along First 16

Street, such breaks should be aligned with Spring and Hurley Streets to the extent possible. (b) In its approval of a Final Development Plan, the Planning Board may (i) 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, or (ii) waive or modity any provisions of the PUD-8 Guidelines and Principles set forth above upon making a determination that such waiver or modification maintains an architectural character consistent with the planning and design goals of this Section 13.107.5. 13.107.6 Letter of Commitment. The Letter of Commitment dated is incorporated herein by reference and made part of the Cambridge and its successors and Zoning Ordinance and shall be binding upon assigns. To the extent the provisions of the Letter of Commitment are inconsistent with the provisions of this Section 13.100, the more stringent provisions shall govern. 17

ATTACHMENT B

I CJA B NEW ENGLAND DEVELOPMENT CS CAMBRIDGESIDE 2.0 APRIL 29, 2019

NEW ENGLAND DEVELOPMENT CS CAMBRIDGESIDE ^O APRIL 29, 2019 CANAL PARK AfTER