A communication from John Twohig, Representative for Cambridgeside Galleria Associates Trust regarding the revised …

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

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.