Reconvened public hearing on the disposition of a leasehold interest in 420 parking spaces and approximately 9,000 square feet of ground floor retail in the First Street Garage, located at 55 First Street and owned by the City of Cambridge, to the developer Leggat McCall Properties

The Disposition was Approved as Amended 6-3 (Kelley, Mallon, McGovern, Siddiqui, Simmons, Toomey - YES; Carlone, Devereux, Zondervan - NO)

1. A communication transmitted from Louis A. DePasquale, City Manager, relative to the proposed disposition of a leasehold interest in the First Street Garage.

Sept 9, 2019
To the Honorable, the City Council:

As set forth herein, I am writing this letter to request that the City Council authorize the disposition of 420 unassigned parking spaces and approximately 9,000 square feet of ground floor retail area (the “Leasehold Interest”) in the City’s First Street Garage located at 55 First Street in East Cambridge (the “Garage”), pursuant to both M.G.L. Chapter 30B and Chapter 2.110 of the Cambridge Municipal Code (the “Disposition Ordinance”). Under the Disposition Ordinance, which governs the disposition of City-owned property, approval of this request requires a two-thirds vote of the City Council.

I. Background
This report follows my earlier submission on June 26, 2019 to the City Council, the Planning Board and the City Clerk of a disposition report regarding the proposed disposition of the Leasehold Interest (the “Disposition Report”). In the Disposition Report, I described in detail the steps that have been taken pursuant to both M. G. L. Chapter 30B as well as the Disposition Ordinance regarding the proposed disposition of the Leasehold Interest. Here are the significant steps that have been taken to date:

• The City Council’s unanimous vote on Oct 7, 2013 to declare the Leasehold Interest available for disposition, following receipt by the City Manager of a letter in September, 2013 requesting the disposition of the Leasehold Interest from Leggat McCall Properties (“LMP”), which has entered into a purchase and sale agreement with the Commonwealth of the Massachusetts Division of Capital Asset Management and Maintenance (“DCAMM”) to purchase the former Sullivan Courthouse building located at 40 Thorndike Street in East Cambridge (the “Courthouse”);

• The Planning Board’s grant of special permit PB No. 288 to LMP in October 2014 for the redevelopment of the Courthouse (the “Courthouse Project”) with conditions, including a requirement to provide a certain number of parking spaces, some of which could be provided in the Garage, if available (the “Special Permit”). The Special Permit was upheld after appeal in November 2017;

• The City’s advertisement of a Request for Proposals (“RFP”) on Oct 17, 2018, pursuant to the provisions of M.G.L. Chapter 30B; on Nov 19, 2018, when the bids were opened, the City received only one proposal, from LMP (the “Proposal”). Based upon a thorough review by the City’s RFP Evaluation Committee, the Proposal was determined to be responsive, responsible and advantageous to the City as it would provide substantial benefits to the City. Based upon the Evaluation Committee’s review and recommendation, in January 2019 LMP was conditionally awarded the disposition of the Leasehold Interest pursuant to Chapter 30B subject to final approval by the City Council pursuant to the Disposition Ordinance;

• Pursuant to Section 2.110.010 of the Disposition Ordinance, the City Manager’s submission on June 26, 2019 of the Disposition Report to the City Council, the Planning Board and the City Clerk for public dissemination, which included information on a specific set of considerations in connection with the evaluation of the proposed disposition of the Leasehold Interest. I have attached for your information the Disposition Report with its attachments;

• Submission to the City Manager by Director of Traffic, Parking and Transportation Joseph E. Barr of the First Street Area Parking Planning Study on June 14, 2019, which was prepared by the independent traffic engineering consulting team of Kleinfelder and McMahon Associates, a cover memo and summary of which was included in the Disposition Report;

• Three community meetings held by the City on Oct 30, 2018, Mar 26, 2019 and June 19, 2019 (which included a discussion of the Parking Study summary) in connection with the evaluation process for the Proposal and the preparation of the Disposition Report. A summary of issues discussed at the community meetings was included in the Disposition Report;

• The Planning Board’s public hearing on Aug 13, 2019 to consider the Disposition Report and submit a recommendation to the City Council. The Planning Board voted unanimously pursuant to the Disposition Ordinance to recommend that the City Council approve the proposed leasehold disposition “based on the proposal’s consistency with plans that were previously approved by the Planning Board, the adequacy of the First Street Garage to accommodate the proposed Leasehold Interest without adversely impacting other uses, and the substantial compensation that is proposed in exchange for the Leasehold Interest.” The Planning Board’s recommendation has been submitted to the City Council on tonight’s City Council agenda under separate cover; and

• The City Council’s public hearing on Sept 9, 2019 prior to final action. The disposition may then be approved on a two-thirds affirmative vote of the City Council.

II. Favorable Recommendation for Disposition of the Leasehold Interest
As stated in my June 26, 2019 letter to the City Council and the Planning Board, I recommend that the City Council approve the disposition of the Leasehold Interest and authorize me to enter into a Disposition Agreement with LMP for the disposition of the Leasehold Interest.

The City’s public process to engage the community regarding the proposed disposition of the Leasehold Interest in the First Street Garage has been vigorous and transparent, and I believe that the City has made every effort to address East Cambridge neighbors' concerns. I am committed to the East Cambridge community, and I will continue to support the neighborhood as this project moves forward.

 By voting to approve the disposition of the proposed Leasehold Interest, the City Council will allow residents and the East Cambridge community to recognize the generous economic and community benefits related to the Garage and the proposed remediation and redevelopment of the blighted Courthouse. Additionally, the proposed commitments by LMP to affordable housing initiatives will significantly contribute to our efforts to address the City Council’s top priority - affordable housing.

I believe that the benefits offered in connection with this Leasehold Interest will produce the most significant public benefit that can be obtained from the proposed disposition, specifically in the context of the already permitted Courthouse project. The community benefits and amenities that will be provided to the East Cambridge neighborhood by the disposition of the Leasehold Interest at the Garage, as well as by the redevelopment of the Courthouse by LMP, will positively impact the community for years.

Specifically, the City and the East Cambridge community will realize benefits such as:

• $77.4 million in total economic benefits through disposition of the Leasehold Interest, including:

o Twenty-four fully affordable housing units at the Courthouse building and a contribution of $4.5 million for the City’s Affordable Housing Trust;

o Guaranteed parking fees and retail lease payments of $52.7 million over 30 years;

o Contributions to community workforce development programs totaling $1.45 million over ten years with Cambridge Pathways to Apprentice Program, Just-a-Start, Cambridge Housing Authority and the Community Benefits Stabilization Fund;

o Result in activation of the first-floor retail area and capital improvements for the Garage equaling $5.28 million;

o Contributions to facilitate updating the Garage to accommodate charging stations for about 40 electric vehicles and a solar array supporting the City Council’s goals of sustainable energy and environmental resilience valued at $5.65 million; and

o Creating and supporting new community space for seniors valued at $750,000 and senior parking subsidies at the Garage valued at up to $1.08 million.

In addition, the Courthouse Project will result in the following benefits:

• Estimated annual new property tax revenues of $3.8 million;

• An additional $7 million in Incentive Zoning payments to the City that will be used to create additional affordable housing pursuant to the requirements of the Special Permit; and

• Will allow remediation of the environmental contamination at the Courthouse and the redevelopment of a blighted building in the East Cambridge neighborhood.

As mentioned in the Disposition Report of June 26, 2019, the Garage was originally constructed by the City with the intent of serving users of various buildings in the neighborhood, including the adjacent former Courthouse building at 40 Thorndike Street, as well as providing additional parking opportunities to neighborhood residents and the general public. The approval of the proposed disposition of the Leasehold Interest aligns with the Garage’s intended purpose and would allow for the remediation of the environmental conditions at the Courthouse. Further, the badly needed redevelopment of the Courthouse would significantly improve the East Cambridge neighborhood where it is located.

By approving the disposition of the Leasehold Interest, East Cambridge businesses - particularly our small businesses and independently owned restaurants - will recognize economic benefits that have been absent since the Courthouse closed and the employees and other users of the former Courthouse stopped spending money in the local area. The resulting activation of the first-floor retail area, the demonstration kitchen and the capital improvements at the Garage will positively impact area businesses. The independent Parking Planning Study conducted by Kleinfelder and McMahon Associates, two highly respected independent transportation planning and engineering consulting firms, shows that there is adequate space to accommodate the parking needs for both the proposed Leasehold Interest and Cambridge residents who park in the Garage.

Since 2013, the residents of East Cambridge have patiently waited for the various processes needed to allow the remediation and redevelopment of the Courthouse building to play out. I want to thank the community for being involved in this process. The public has clearly expressed that they have concerns regarding the health and safety of the vacant Courthouse building and the economic impacts this unoccupied building has had on local East Cambridge businesses. The time has come to conclude the disposition process and to allow the redevelopment of the Courthouse building to proceed.

III. Conclusion
I want to thank the City Council for its leadership during this multi-year process. Based upon the review and evaluation of LMP’s proposal, which I have determined to be a responsive, responsible offer and advantageous to the City, I recommend that the City Council approve the disposition of the Leasehold Interest and authorize me to enter into a disposition agreement in such form and substance as I determine is necessary or advisable in order to dispose of the Leasehold Interest to LMP, subject to the terms and conditions set forth in the RFP and any conditions and limitations the City Council may deem necessary and appropriate after full consideration of the Proposal, the Disposition Report, and the Planning Board recommendation.

In addition to my Letter to the City Council of June 26, 2019 with the accompanying Disposition Report with its attachments, I have attached for your information a letter from DCAMM to me of July 23, 2019, and the slide presentation prepared for the Sept 9, 2019 City Council public hearing to be held in connection with the proposed disposition.

I urge the City Council to concur with my strong recommendation and the favorable recommendation of the Planning Board to approve this proposed disposition, and for all of the above reasons, I respectfully request that you vote affirmatively by a two-thirds majority of the Council in favor of the proposed disposition and authorize me to enter into a Disposition Agreement with LMP for the disposition of the Leasehold Interest.

Very truly yours, Louis A. DePasquale, City Manager


June 26, 2019
To the Honorable, the City Council, and Members of the Planning Board:

I am pleased to transmit to the City Council, the Planning Board and the City Clerk the attached Disposition Report pursuant to Chapter 2.110 of the Cambridge Municipal Code regarding the proposed disposition of a leasehold interest in 420 unassigned parking spaces (Parking Spaces) and approximately 9,000 square feet of ground floor retail area (Retail Area) (together the Leasehold Interest) in the City s First Street Garage (Garage). I want to thank City staff, the City Council, the Planning Board, and members of the public, especially the residents of East Cambridge, for their active and robust engagement during the proposed disposition process that commenced on Oct 7, 2013, when the City Council unanimously voted to declare the Leasehold Interest in the Garage available for disposition (the Council Vote.)

Because there may be some conflicting information as to what property is being considered for disposition and indeed, even what property the City owns, I would like to emphasize that only the Parking Spaces and the Retail Area in the Garage are available for disposition pursuant to the Council Vote, and as such, the proposed disposition of the Leasehold Interest in the Garage was the only alternative considered in the Disposition Report. The City does not own the former Edward J. Sullivan Courthouse (Courthouse); it is owned and managed by the Commonwealth of Massachusetts' Division of Capital and Asset Management and Maintenance (DCAMM) and is under a binding purchase and sale agreement to be sold to the developer Leggat McCall Properties (LMP) who has already obtained a Planning Board Special Permit for the redevelopment of the Courthouse (the Courthouse Project.) Also, it is important to note that the Garage was funded in part by a 1984 Urban Development Action Grant (UDAG) the City received from the US Department of Housing and Urban Development for the purpose of redeveloping a portion of East Cambridge. Under the UDAG, the City committed to making a number of parking spaces in the Garage available for long term leases by nearby property owners and members of the public, as well as for employee and visitor parking at the Courthouse.

As outlined in the Disposition Report, I believe the disposition of the Leasehold Interest will produce the most significant public benefit that can be obtained from the proposed disposition, specifically in the context of the already-permitted Courthouse Project. The community benefits and amenities that will be provided to East Cambridge by the proposed disposition of the Leasehold Interest at the Garage as well as by the redevelopment of the Courthouse by LMP will positively impact the community for years.

There are several points I would like to emphasize in particular regarding this proposal:

(1) The proposed lease of the Parking Spaces in the Garage will not inhibit the City's ability to provide monthly parking passes to Cambridge residents, nor will it limit the spaces available to Cambridge residents within the Garage during declared snow emergencies. Kleinfelder and McMahon Associates, the two highly respected independent transportation planning and engineering consulting firms that performed the First Street Area Parking Planning Study (Parking Planning Study) commissioned by Director of Traffic, Parking and Transportation (TPT) Joseph Barr, made the following specific conclusions based upon their review:

• There is ample parking within the study area to accommodate the anticipated 336 new daily parkers (based on 80% utilization of the 420 parking passes) at all times of day;

• The proposed lease will not inhibit the City's ability to provide monthly parking passes and parking spaces during declared snow emergencies to Cambridge residents;

• Parking supply within the study area is significantly higher than parking demand, even if parking capacity at the CambridgeSide Mall is reduced in the future; and

• The proposed lease should not impact the availability of residential parking within the neighborhood, since non-resident customers parking within the garage will not be able to access on-street resident permit parking.

Based upon his review of the consultants' Parking Planning Study and its conclusions, TPT Director Barr believes the proposed disposition of the Leasehold Interest would be beneficial to the City and can be accommodated within the Garage, and therefore has recommended that I move forward with the disposition process.

(2) In total, the proposed disposition of the Leasehold Interest in the Garage will result in $77,426,200 in economic benefits. The benefits will be derived not only from the leasing of the Parking Spaces and Retail Area but also from capital improvements/funds for the Garage and activation of the Retail Area and First Street with programs that directly benefit the East Cambridge neighborhood. As part of these benefits, LMP will provide significant contributions to the Community Benefits Fund, Affordable Housing, sustainability initiatives, and workforce development.

(3) Approval of the proposed disposition of the Leasehold Interest in the Garage will not only result in the City obtaining the generous community benefits offered by LMP related to the Garage but will also result in additional benefits associated with and required by LMP's 2013 Special Permit PB-288 approved by the Planning Board for the Courthouse Project. If the Courthouse Project is allowed to move forward using the Garage for a large portion of its parking needs, which was the preferred parking option of the Planning Board, the Courthouse Project will result in the environmental remediation of the Courthouse, a decrease in the overall height of the Courthouse, the creation of 24 new units of fully affordable housing at the Courthouse, the design of new public open space, and the realization of tens of millions of dollars in community benefits, including an estimated $7M in Incentive Zoning payments to the Affordable Housing Trust and annual estimated new property tax revenues of $3.8M.

(4) The Courthouse, which is owned and managed by DCAMM and has been vacant since 2014, has a number of deteriorating conditions, is unsuitable for habitation, and is a blight on the East Cambridge neighborhood. Many neighbors have expressed concern that if the Courthouse's deteriorating condition is not remediated, it will pose a direct threat to their health and well-being. The City does not own, control, or have the authority to remediate or maintain the Courthouse. Currently the Courthouse has no power, heat, or water and there is reportedly asbestos containing material throughout the building. In fact, there are two security guards at the building 24/7/365 who have been briefed on how to contact the Fire Department in an emergency, and since December 2017, there have been four major incidents requiring immediate emergency response.

(5) I have communicated with DCAMM representatives on several occasions regarding both the condition of the Courthouse and to inquire whether DCAMM would have any interest in transferring the Courthouse to the City at no or little cost, as some have suggested. DCAMM has reiterated repeatedly that the Courthouse is a valuable asset and that it expects to obtain fair market value in any disposition of this property. DCAMM believes the fair market value of the Courthouse exceeds $30M prior to any costs associated with remediation and redevelopment. DCAMM is committed to LMP's redevelopment of the Courthouse and is in support of the municipal actions that are required to complete the transaction and to begin the redevelopment of the Courthouse.

(6) I firmly believe that the proposal by LMP is the most beneficial economic proposal the City will receive, not only related to the proposed disposition of the Leasehold Interest at the Garage, but related to the redevelopment of the Courthouse, as well. It is highly unlikely that the Courthouse will ever be torn down, that it will ever be financially developable as 100% affordable housing or will ever be turned over to the City at little or no cost. Because of the high baseline costs of the Courthouse Project, including the acquisition cost of at least $30M and the remediation costs estimated by LMP to be at least $50M, public funding for affordable housing from other sources would not likely be available. Therefore, the construction of 100% affordable housing in this facility is neither economically feasible nor is it realistic to suggest that the City would ever be in a position to acquire, remediate and renovate the Courthouse for 100% affordable housing.

The public process to engage the community regarding the proposed disposition of the Leasehold Interest in the Garage has been robust and transparent, and I believe that the City has made every effort to address East Cambridge neighbors' concerns. I am committed to the East Cambridge community and will continue to support the neighborhood as these projects move forward.

I hope that the Planning Board issues a favorable recommendation, and I recommend that the City Council authorize me to enter into a disposition agreement with LMP for the Leasehold Interest. By doing so, the City will recognize the generous economic and community benefits related to the Garage, and the proposed remediation and redevelopment of the blighted Courthouse can finally move forward.

Very truly yours, Louis A. DePasquale, City Manager


June 26, 2019
To the Honorable, the City Council:

I am writing you to recommend that the City Council approve the disposition of a leasehold interest in 420 unassigned parking spaces (the "Leasehold Parking Spaces ) and approximately 9,000 square feet (SF) of ground floor retail (the "Leasehold Ground Floor Retail Area") (together the "Leasehold Interest") in the First Street Garage, located at 55 First Street and owned by the City of Cambridge (the "Garage" or the "Property"). This report is submitted pursuant to Cambridge Municipal Code Chapter 2.110 (the "Disposition Ordinance") and outlines steps the City has taken to meet the legal requirements for disposing of the Leasehold Interest. I have also included a breakdown of the benefits to the community proposed by the developer Leggat McCall Properties ( LMP" or the "Developer"), who was the successful bidder in response to a Request for Proposals ("RFP") for the Leasehold Interest that was issued by the City pursuant to state law requirements under Massachusetts General Laws Chapter 30B ("Chapter 30B"). The bid that was awarded to the Developer was conditioned upon and subject to the final approval by the City Council of the disposition of the Leasehold Interest pursuant to the Disposition Ordinance. Detailed information about the proposed disposition can be found on the City's website at https://www.cambridgema.gov/firststreetgarage.

I. Executive Summary

The proposal submitted by LMP for the disposition of the Leasehold Interest provides significant financial benefits and other important amenities to the City with commitments that advance the City's transportation, housing, and environmental goals.

Significantly, the proposal submitted by LMP for the Leasehold Interest provides for a total of $77,426,200 in financial benefits to the City. This sum represents a substantial increase in revenue generated by the Leasehold Parking Spaces ($49,291,200) and the Leasehold Ground Floor Retail Area ($3,375,000) through the proposed 30-year lease term. This sum also includes contributions for capital and fit-out improvements to the Ground Floor Retail Area ($4,000,000) as well as a lump sum payment of $500,000 plus annual contributions towards capital improvements to the Garage ($26,000 annually).

LMP has also committed to providing financial contributions to support affordable housing in the City, specifically providing a contribution to the Cambridge Affordable Housing Trust in the amount of $4,500,000 as well as committing to increase the number of affordable housing units at its project to remediate and redevelop and complete the transformation of the long-abandoned, previously tax-exempt former Edward J. Sullivan Courthouse (the "Courthouse") project (the "Courthouse Project"), from eight (8) affordable units to twenty-four (24) affordable units (resulting in $5-6 million in an additional estimated value to the City).

The proposal also provides significant contributions to community workforce development programs totaling an investment of $950,000 over ten (10) years, with commitments to the Cambridge Pathways to Apprentice Program ($20,000 annually), Just-a-Start, Inc. ($50,000 annually), and the Cambridge Housing Authority ($25,000 annually).

LMP has also committed to making annual contributions of $50,000 to the City's Community Benefits Stabilization Fund over the course often (10) years, totaling $500,000 to be distributed through the City's Community Benefits Stabilization Fund.

At the Garage, LMP proposes to activate the Ground Floor Retail Space with a program comprised of 1) a community / senior space (with an added financial commitment of $25,000 over the 30-year lease term to fund programming for a total of $750,000); 2) a cafe; 3) a demonstration kitchen for public educational use; and 4) an indoor, year-round farmers market. LMP has also committed to funding a senior parking program contribution of up to $36,000 annually to the City to provide senior parking subsidies at the Garage.

Additionally, LMP has committed to green initiatives totaling up to $5,650,000, which includes $1,500,000 towards the acquisition of a solar array at the Garage with annual contributions of $10,000 for the projected 25 years of useful life of the solar array ($250,000). The total value of electricity produced by the solar array over its useful life for the City is estimated to be in excess of $3,500,000. LMP has also committed to providing up to $400,000 for twenty (20) electric vehicle charging stations to service forty (40) vehicles at the Garage as well as contributing $50,000 towards the City's installation of additional bike sharing accommodations in the vicinity of the Garage.

The following Table 1 is an overview of the commitments made by LMP in its Proposal relative to each of the criteria set forth in the RFP:

Economic Benefits of Proposal - TABLE 1
Lease Payment for 420 Unassigned Parking Spaces   $49,291,200 Year One Lease Payment ($326 per space x 420 x 12 months). Equals $1,643,040 Annually. (Estimate assumes 30 Years of payments without CPI adjustment which would be required.)1
Lease Payment for Ground Floor Retail   $3,375,000 Year One Lease Payment - $112,500. (Estimate assumes 30 years of payments without CPI adjustment which would be required.)
Ground Floor Retail Improvements   $2,500,000 Estimated core and shell improvements.
  $1,500,000 Estimated fit-out and ancillary soft costs.
Support for Capital Projects/Annual Basis Garage Improvements $1,280,000 Annual payment of $26,000 for 30 years plus $500,000 lump sum payment.
Retail Space TBD Ongoing improvements linked to retail space for 30 years.

Support for Community Enhancement

Additional Affordable Housing Units at Courthouse Project $6,000,000 Modification of Affordable Unit Mix from 8 Affordable, 8 Moderate Income and 8 Market Rate Units to 24 Affordable Units. Estimated contribution value: $5-6 million.
Affordable Housing Trust Contribution $4,500,000 2 Above any other Incentive Zoning requirements.
Community Pathways $200,000 $20,000 annually for 10 years.
Just-a-Start $500,000 $50,000 annually for 10 years.
Cambridge Housing Authority $250,000 $25,000 annually for 10 years.
Community Benefits Stabilization Fund Contribution $500,000 $50,000 annually for 10 years.
Contribution for Lease of Community / Senior Space and Demonstration Kitchen $750,000 $25,000 annually for 30-year lease term.
East Cambridge Seniors (65+) Subsidy Vouchers $1,080,000 Up to $36,000 annually for 30-year lease term.
PTDM Strategies   $50,000 Contribution toward City's installation of additional bike sharing accommodations in the vicinity of the Garage.
Green Initiatives Solar Array $1,500,000 Up to $1.5 million for the installation of a solar array.
  Value of Annual Maintenance of Solar Array $250,000 Up to $10,000 annually based upon the projected 25-year useful life of the solar array.
  Annual Energy Savings $3,500,000 Annual estimated energy savings of $140,000 for 25 years.
  Electric Charging Stations $400,000 Up to $400,000 toward installation of an estimated 20 electric vehicle charging stations.
TOTAL   $77,426,200 3  

1   Does not include potential losses of revenue due to any decrease of non-residential parkers.

2   This amount is in addition to the estimated $7,000,000 payment to the Cambridge Affordable Housing Trust pursuant to the City's Incentive Zoning requirements and required by the Special Permit for the Courthouse Project.

3.   This total does not include estimated new annual property tax revenue of $3,800,000, which assumes lost property tax revenue for six (6) years if the Courthouse Project does not move forward until a new project might be approved of approximately $22,800,000. The total property tax revenue for 30 years with no assumed annual increase would be $114,000,000. Ground Floor Retail Area property tax revenue for 30 years with no assumed annual increase is estimated to be $750,000 (at least $25,000 per year for 30 years.) This total does not include estimated new property tax revenue of approximately $150,000 for the Ground Floor Retail Area and assumes lost property tax revenue for six (6) years if the Courthouse Project does not move forward until a new project may be approved.

The proposed disposition of the Leasehold Interest would not only provide the above-described significant benefits but would facilitate and enable the redevelopment and complete the transformation of the Courthouse into an asset for the East Cambridge neighborhood and the City at large.

Based on these commitments, I believe that the proposed disposition provides substantial benefits to the City and its residents and recommend that it be approved by the City Council.

II. Background

The Garage is bordered by First Street to the east, Second Street to the west, Thomdike Street to the north and Spring Street to the south. Garage entrances are located on Spring Street with exits on Thomdike Street. The CambridgeSide Mali, (formally known as the CambridgeSide Galleria shopping mall) is located at Cambridgeside Place, which is located nearby on the east side of First Street; the Courthouse is located at 40 Thomdike Street and is situated across the street from the Property on the west side of Second Street. The Middlesex Probate and Family Court and the Middlesex Registry of Deeds buildings are located northwest of the Property. The adjacent blocks include commercial and residential uses in buildings that reflect both the industrial and historic character of the area. (See Exhibits 1-3, Context and Site Zoning Plans and Aerial Photograph of Garage.)

The urban design framework of the East Cambridge Riverfront Plan of 1978 (the "1978 Plan ) proposed a public parking garage in the East Cambridge neighborhood to accommodate the anticipated parking demand for development pursuant to the 1978 Plan, which was also projected to increase due to anticipated future development. Implementation of the 1978 Plan required seeking and obtaining state and federal funding, including from the U.S. Department of Housing and Urban Development ("HUD"), in the form of an Urban Development Action Grant ("UDAG") to develop the Property as a parking garage with ground retail space fronting First Street. The Property was acquired by eminent domain in 1982 to be developed specifically as a municipal parking facility to serve the community and adjacent developments in the area.4 The proposed development for the Property received a Planned Unit Development ("PUD") Special Permit from the Cambridge Planning Board in 1983.

The Garage was built in two phases beginning in 1983 and 1986 pursuant to the UDAG awarded to the City as part of the overall redevelopment of East Cambridge. Phase I was a six-level precast concrete and steel frame structure built in 1983 accommodating roughly 558 parking spaces and 12,000 SF of ground retail space. Phase II was a six-level precast concrete frame expansion that added approximately 532 parking spaces and was completed in 1986. Phase I and II were referred to together as the 55 First Street Parking Garage with a total floor area of approximately 340,000 SF. The building occupies almost the entire city block and provides approximately 1,100 parking spaces including at the roof level. As part of the financing for the construction of the Garage, the UDAG required that the City enter into binding long-term leases with nearby developments. The owners of the Davenport Building have binding rights to continue to lease up to 250 parking spaces at the Garage until Nov 17, 2075 and the owners of the Bulfinch Square Building have binding rights to continue to lease at least 90 parking spaces at the Garage until Dec 31, 2079. In addition, the UDAG requires the City 4   Planning Board, Case No. PB-29, Final Development Plan PUD Special Permit Decision (1983).

to maintain 130 parking spaces to be available to the public and for employee and visitor parking at the Courthouse.

While the overall condition of the Garage was categorized as "fair to good" in a 2015 Condition Appraisal Report Update,5 the Garage structure is now four years older than it was in 2015,and it requires multi-year capital improvements to maintain its full use. The 2015 Condition Appraisal Report Update identified structural maintenance issues related to the Garage, including concrete deteriorations, corrosion to the steel reinforcement and differential settlement at the north exit from the Garage to Thorndike Street, that require significant repair and/or monitoring.

In 2011 and again in 2012, the Commonwealth of Massachusetts, acting through its Division of Capital Asset Management and Maintenance ("DCAMM") issued a Request for Proposals for the sale and redevelopment of the Courthouse. LMP, as the successful bidder, entered into a purchase and sale agreement with the Commonwealth for the purchase of the Courthouse.

In Sept 2013, LMP in association with the proposed redevelopment of the Courthouse, sent a letter to former City Manager Richard C. Rossi requesting that the City make available for a long-term lease the Leasehold Parking Spaces and the Leasehold Ground Floor Retail Area at the Garage. In October 2013, former City Manager Rossi submitted this request to the City Council and requested that the City Council declare available for disposition, pursuant to Chapter SOB, the Leasehold Parking Spaces and the Leasehold Ground Floor Retail Area at the Garage.

(See Exhibits 4-5, Garage Site Land Use Plan and Garage Site Retail Area Plan.) On Oct 7, 2013, following a public meeting, the City Council voted unanimously to declare the Leasehold Interest in the Garage available for disposition. (See Exhibit 6, Council Order No. 8A of 10/7/13) ("the City Council declares that the 420 parking spaces and the first-floor retail space [are] available for disposition by lease on terms and conditions satisfactory to the City....")

In December 2013, LMP submitted an application to the Planning Board seeking a special permit to develop the Courthouse Project and following a public hearing, in October 2014, the Planning Board granted special permit PB No. 288 for the Courthouse Project with conditions ("Special Permit 288 ), including a requirement to provide a certain number of parking spaces, some of which could be provided in the City's Garage if available. It was also stated that "the original proposal to provide parking in the municipal garage remains the preferred option of both the Applicant and the Planning Board, given its closer proximity to the [Courthouse] building and its opportunities for mutually beneficial public-private partnerships." (See Exhibit 7, Summary of Benefits of LMP's Courthouse Project.)

Neighbors of the Courthouse Project filed a lawsuit challenging the Planning Board's issuance of Special Permit 288, which was subsequently upheld after appeal in November 2017. In December 2017, LMP requested that the City re-engage in the disposition process and in a Dec 18, 2017 communication to the City Council, I provided the City Council with notice of the resumption of the disposition process.

5   Condition Appraisal Report Update by Walker Restoration Consultants (2015).

III. Disposition Process for the Leasehold Interest

As set forth below, the disposition of City-owned property, whether by lease or transfer of title, is subject to the legal requirements of Chapter SOB and the City's Disposition Ordinance, Section 2.110.010 of the Cambridge Municipal Code as more fully set forth below.

A. Chapter SOB Requirements

Below in Table 2 is an overview of the process required by Chapter SOB:

Chapter SOB - TABLE 2
Steps Required Status
i) That the governmental body shall declare the property available for disposition and specify any restrictions it wishes to place on the subsequent re-use of the property The City Council declared the Leasehold Interest available for disposition in 2013.
ii) and that the government body determines the property s value; The City has determined the property value of the Leasehold Interest through two professional appraisals.
iii) and solicit proposals (Requests for Proposals; "RFPs") prior to moving forward with the process The City advertised the RFP in the Central Register on Oct 17, 2018 and advertised for a second time in Oct 25, 2018. One proposal (from LMP) was received on Nov 19,2018.
iv) and that proposals shall be opened publicly as advertised LMP's proposal was opened publicly and posted on the First Street Garage Project Page on the City's website in November 2018.

On Oct 17, 2018, in order to comply with the requirements of Chapter 30B, the City issued the RFP for the Leasehold Interest and received a proposal submitted by LMP ("LMP's Proposal" or the "Proposal".) Based upon a thorough review by the City's Evaluation Committee, the Proposal was determined to be responsive, responsible and advantageous to the City. The Evaluation Committee determined there would be substantial benefits to the City as a result of the Proposal. Based on the Evaluation Committee's review and recommendation, in January 2019, LMP was conditionally awarded the disposition of the Leasehold Interest pursuant to Chapter 308 subject to final approval by the City Council pursuant to the Disposition Ordinance.

B. Disposition Ordinance, Chapter2.110.010 of Municipal Code Requirements

The City must also comply with the Disposition Ordinance, as outlined in Table 3 below. The purpose ofChapter2.110.010 is "to protect the citizens of Cambridge and to achieve land uses that best serve the City's public purpose. In addition, when the public purpose is found to be best served by the disposition for a private development, the City's objective will be to receive the fair market value for such property, to protect real estate values, and to dispose of each property without favoritism." See Exhibit 8, Disposition Ordinance, Chapter 2.110.010 of Municipal Code.)

Below in Table 3 is an overview of the process required by the Disposition Ordinance:

Disposition Ordinance, Chapter 2.110 - TABLE 3
Steps Required Status
i) The City Manager shall hold a community meeting to hear community concerns.

• The first community meeting about the proposed disposition of the Leasehold Interest was held on Oct 30,2018.

• A second community meeting (open house) was held on Mar 26,2019 to hear input and comments on the progress of the Parking Planning Study.

• A third community meeting was held on June 19, 2019.

ii) The City Manager shall issue a detailed report to the Planning Board, City Council and the City Clerk for public dissemination regarding the proposed disposition. The City Manager's Report is set forth herein, which includes details of how each criterion in the Disposition Ordinance is evaluated.
iii) The Planning Board shall hold a public hearing not sooner than two weeks after receipt of the City Manager's Report. A public hearing regarding the proposed disposition of the Leasehold Interest and LMP's Proposal is scheduled to be held by the Planning Board on July 16,2019.
iv) After study, the Planning Board shall submit its recommendation to the City Manager for submission to the City Council. The recommendation of the Planning Board is scheduled to be submitted to the City Manager for transmission to the Council for its July 29, 2019 Meeting.
v) The City Council shall hold a public hearing within six weeks of receipt of the City Manager's Report and the Planning Board Recommendation. The City Council public hearing is scheduled to be held on July 29,2019. Disposition requires a two-thirds vote of the City Council to pass.
vi) At least (14) fourteen days prior to the public hearings by the Planning Board and the City Council, the City Clerk shall post notice of the hearings at various conspicuous locations upon the City property, giving the purpose of the hearing, and shall send written notice to the owners of property and renters, listed on the annual street list or on the assessor s records, within 300 feet of the City property.

Planning Board Notice to be advertised on June 27, 2019.

City Council Notice to be advertised on June 27, 2019.

Under the Disposition Ordinance, the City Manager shall be responsible for engaging in a process that will result in a fair analysis of how the greatest public benefit can be obtained from the City property in question. This City Manager's Report constitutes the report that is required by Section2.110.010 B of the Disposition Ordinance and is based upon careful consideration of the issues enumerated in the Disposition Ordinance, including holding at least one community meeting to discuss the issues and community concerns and addressing them in the City Manager's Report. The City Manager's Report must also include the information set forth in c.2.110.010 B, which will be discussed below.

The following provides an analysis, criteria and considerations of issues enumerated and set forth in the Disposition Ordinance.

1. Community Engagement - c. 2.110.010 B

On Oct 30, 2018, the first of three (3) community meetings was convened by the City Manager for City staff to hear from the community on the proposal to lease 420 unassigned parking spaces and 9,000 SF of ground floor retail space in the Garage (the "First Community Meeting") and for City staff to present information about the historical utilization of the Garage and the lease commitments under the UDAG. Comments expressed at the First Community Meeting included concerns about the lack of parking in East Cambridge and the need for further study of the parking issues; the importance of gathering input from residents before making a decision about disposition; perceived bias by the City towards developers; that the Garage is under-used as a public amenity due to poor communication by the City; access to the Garage's parking spaces during snow emergencies; affordability of Garage monthly parking passes; traffic effects due to increased development around Third and First Streets; and the impacts to the neighborhood of three to five million SF of proposed additional development from Kendall Square and Cambridge Crossing.

Public comments at the City Council meetings of Nov 5 and 19, 2018 reiterated many of the comments expressed at the First Community Meeting.

The City Manager and the Director of Traffic, Parking and Transportation ("TPT") Joseph Barr commissioned the First Street Area Parking Planning Study of the area around the Courthouse and Garage (the "Parking Planning Study".)

On Mar 26, 2019, the second of three community meetings was convened by the Director of TPT and other City staff as an "open house" to present the scope of the Parking Planning Study and preliminary data results from it with members of the public (the "Second Community Meeting"), Members of the public provided comments on the Parking Planning Study which included suggested revisions to the scope of the study area to expand the scope of the Parking Planning Study to encompass the area bounded by Fifth Street to the west, Otis Street to the north. Third Street to the west, and Hurley Street to the south, as well as increasing the number of days of data collection for the Parking Planning Study, comments that data collected regarding the use of parking spaces on Thorndike and Third Streets did not appear to accurately represent the parking usage on those streets, and questions as to whether it was possible to know how frequently the parking passes are used for the Garage. Other comments and questions included whether the City had considered providing shuttle bus service for Cambridge Health Alliance (the "CHA") employees to provide more parking in the Garage; whether the City might consider ending the lease arrangement with the CHA; whether it was possible to designate Third Street and other surrounding streets as snow emergency routes so plows could remove all the snow from the streets to provide for the maximum amount of parking spaces; whether the Parking Planning Study would be considering future demand; and whether the City has considered implementing "zoned parking" in East Cambridge to prohibit non-East Cambridge vehicles from parking in the area, as it appears most people park in the area during the weekday to be closer to Boston. Some residents commented that they support moving the Courthouse Project forward because it will increase tax revenue; that since the Courthouse ceased operations and relocated, residents have since utilized the Garage parking spaces formerly used by Courthouse employees and have not perceived an issue; that Garage parking rates are much lower than in other parking garages; that the City should investigate raising parking rates in the Garage; and concerns over the exterior appearance of the Garage.

The Parking Planning Study was amended to include an increased scope of the study area pursuant to suggestions made by members of the public at the Second Community Meeting and was completed on June 14, 2019. The key results are set forth in a summary, which together with a cover memo from Joseph Barr, Director of TPT, is attached hereto. (See Exhibit 9, Cover Memo and Summary of Parking Planning Study.)

The City held a third community meeting on June 19, 2019 at the Kennedy-Longfellow School (the "Third Community Meeting") to update the community on the status of the proposed disposition, including a summary of LMP's proposal and an update on the Parking Planning Study. Approximately 160 people attended the Third Community Meeting. Public comment began at approximately 7:15 pm and about 5 5 people spoke. Each person was allotted two minutes for comment to ensure that everyone had a chance to be heard. The speakers were a mix of residents who live in East Cambridge and residents from around Cambridge. The opinions of the speakers were split between people who support the Courthouse Project and people who do not support the Courthouse Project. The majority of the closest neighbors to the Courthouse who were in attendance at the Third Community Meeting expressed support for the Courthouse Project and the proposed disposition of the Leasehold Interest, while many of the people in attendance at the meeting who spoke in opposition to the proposed disposition did not live in the immediate vicinity of the Courthouse. While some commenters focused specifically on the proposed disposition of the Leasehold Interest and the Parking Planning Study, many people spoke about the Courthouse Project as a whole and their support for or opposition to it.

The need for affordable housing in Cambridge was a frequent theme in the comments, with some residents supporting the 24 units of affordable housing the Courthouse Project will provide, and other residents calling for the City to look for alternative ways of using the Courthouse Project site to provide a larger number of affordable units.

The most common themes heard from residents who support the proposed disposition and the Courthouse Project was that the Courthouse has stood empty and deteriorating for too long, and that it is time to "move on" with the remediation. Multiple neighbors expressed concerns about the potential health impacts of the Courthouse building and the possibility of fire or other public safety issues although other residents indicated their support of LMP's planned remediation and redevelopment of the Courthouse. Residents also spoke in favor of the community benefits included in the proposed disposition of the Leasehold Interest, such as the senior center and the farmer's market.

In voicing their opposition to the Courthouse Project and the proposed disposition, some speakers stated that there should have been more consideration given for possible "alternative uses" of the Courthouse and the Garage, while others questioned whether it is appropriate for the Courthouse as a "public building" to be sold to a private developer for its own profit. A number of commenters suggested that the City or the State should find a way to remediate the Courthouse site without putting it in private hands. A few speakers also questioned whether the process set forth in the City s Disposition Ordinance was being properly followed, and others stated that there should have been a public process involving the community in the State's determination to sell the Courthouse property to the developer and the future use of the Courthouse site.

Specifically related to the disposition of the parking spaces in the First Street Garage, people in opposition to the disposition stated that if the 420 spaces are leased, community parking needs will not be met which will negatively impact residents, employees, and visitors. There were also specific concerns expressed over the methodology, comprehensiveness, and conclusions of the Parking Planning Study. Supporters of the Courthouse Project and the proposed disposition repeatedly expressed the perception that the parking issue is a red herring" being used to stop the development of the Courthouse Project, and that the spaces in question have never been available to the general public, having previously been used by Courthouse users. Others expressed significant concerns about whether residents would be able to continue to use the Garage for their monthly, daily and snow emergency parking needs. Residents in support of the proposed disposition stated that they accepted the results and conclusions of the Parking Planning Study and indicated that the benefits of the proposed disposition overall far outweigh the impacts of the reduction in parking available to the public in the Garage.

2. Description and Analysis of Alternative Uses for the Leasehold Interest c.2.110.010 B (1)

a. Garage Parking Spaces

The City received only one (1) proposal in response to the RFP and so the only alternative use for the Leasehold Interest that was considered by the City under the City Council's declaration of the 420 parking spaces and 9,000 SF of ground floor retail area available for disposition is the City's continuing to make the use of the Leasehold Parking Spaces available as part of the City's operation of the Garage as a municipal parking facility. Currently, there are several long-term leases for parking at the Garage totaling 513 unassigned spaces. The spaces are provided to those lease holders in the form of garage access cards. Other entities including area businesses and Cambridge residents have also been issued garage access cards, though not pursuant to long-term leases. There are approximately 260-380 spaces currently used with daily passes. One hundred thirty (130) spaces of these are available to the public pursuant to the UDAG Agreement. The Garage also serves as a designated parking location for Cambridge residents during City-declared snow emergency parking bans.

b. Ground Floor Retail Space

The City received only one (1) proposal in response to the RFP and so the only alternative use for the proposed Leasehold Ground Floor Retail Area that was considered under the City Council's declaration of the parking spaces and ground floor retail area available for disposition is the City s continuing to use the proposed Leasehold of the Ground Floor Retail Area for either storage or potential retail leasing in the future. The 9,000 SF of the proposed Leasehold of the Ground Floor Retail Area is currently vacant but is intermittently used by the City for storage and was used by the City in the past for other ground floor retail uses. The City has previously leased the ground floor space to retail entities with limited success.

3. Existing Zoning Status of the Property and Other Applicable Legal Requirements c.2.110,010 B (3-4)

a. ' Zoning Status

The current base zoning for the Garage is Business A ("BA"). Most residential dwellings, institutional uses, office and laboratories, and retail are permitted within the base district, along with some transportation, communication, and utility uses (see Section 4.30 of the Cambridge Zoning Ordinance.) For non-residential uses, the maximum Floor Area Ratio ("FAR") is 1.00 and the maximum height is 35 feet. For residential uses, the maximum FAR is 1.75, and the maximum height is 45 feet. (See Article 5.000 of the Cambridge Zoning Ordinance.)

The base district is modified by the PUD-4B overlay zoning district with the intention to provide the opportunity to create active, medium density commercial and residential with a mix of retail, office and residential land uses. The PUD-4B district was established in 2001 following the Eastern Cambridge Area Planning Study ("ECaPS"). This overlay zoning district specifically encourages a substantial housing component, where possible, located within the development parcel and adjacent to the existing residential neighborhood. The provisions of the PUD-4B district allow the approval of mixed-use PUD projects with greater height and density and more flexible dimensional limitations, subject to a special permit from the Planning Board (Cambridge Zoning Ordinance, Article 12.000 and Article 13.000, Section 13.50.) In granting a special permit, the Planning Board considers overall conformance with the plans for the area and public benefits that outweigh the impacts of the additional allowed development.

The following Table 4 is a summary of the applicable zoning requirements. See the referenced provisions of the Zoning Ordinance for more details:

First Street Garage Site Zoning Requirements - TABLE 4
Zoning BA (base zoning) PUD-4B (subject to special permit)
Max. FAR (non-residential) 1.0 1.0
Max. FAR (residential) 1.75 2.0 (combined residential and non-residentlal)
Max. Height (non-residential) 35 feet 65 feet
Max. Height (residential) 45 feet 65 feet
Min. lot area/Dwelling Unit 600 SF 450 SF
Min. Open Space (nonresidential) No minimum 20% (all types)
Min. Open Space (residential) 15% (private) 20% (all types)
Min. Setback (non-residential) No minimum Determined by special permit
Min. Setback (residential-Front Yard) 10 feet + formula setback Determined by special permit
Min. Setback (residential-Side Yard) Formula setback Determined by special permit
Min. Setback (residential-Rear Yard) 20 feet + formula setback Determined by special permit
Inclusionary Housing Bonus (see Section 11.203
of Cambridge Zoning Ordinance)
30% increase Gross Floor Area ("GFA") and dwelling units 30% increase in GFA and dwelling units

At the time that the Planning Board approved Special Permit 29 for the Garage, the site was in the PUD-4 overlay zoning district, which was established pursuant to the East Cambridge Riverfront Plan. Also, above-grade structured parking was not included in the calculation of Gross Floor Area or Floor Area Ratio limitations for a lot. Per Section 5.25.2 of the Cambridge Zoning Ordinance, new above-grade parking is included in GFA and FAR calculations for a lot, with some exceptions.

4. Development Potential of the Leasehold Interest - c.2.110.010 B (5)

The following Table 5 is a summary of the applicable zoning requirements relative to the development potential of the Garage.

a. Existing Garage Information

First Street Garage Existing Conditions (estimated) - TABLE 5
Land uses Parking, retail/office (some vacant or used for storage)
Zoning District Base zoning BA/PUD-4
Land Area-Parcel Area 75,738 SF (1.73 acre)
Garage Area Approximately 340,000 SF
Height Approximately 66 feet
Open Space 3/738 SF
Garage footprint Approximately 68,900 SF
Retail/office Gross Floor Area Approximately 12,000 SF

b. Alternative Development Potential of the Leasehold Interest c.2.110.010 B f5)

There is no alternative development potential for the proposed Leasehold Parking Spaces or the proposed Leasehold Ground Floor Retail Area as the entirety of the proposed Leasehold Interest is wholly contained within the Garage, which functions and will continue to function as a municipal parking garage whether the Leasehold Interest is approved for disposition or not.

5. Development Plans Proposed for the Leasehold Interest c.2.110.010 B (6)

LMP proposes to make certain financial and programmatic commitments in exchange for the City granting the Developer the Leasehold Interest. Specifically, LMP proposes the following:

a. Community/Economic Benefits

i. Garage Public Use: The remainder of the parking spaces other than the Leasehold Parking Spaces in the Garage will continue to be used as part of the Garage's functioning as a municipal parking facility, and neighborhood residents will continue to be able to use the Garage for snow emergencies and parking within proximity to their residences.

ii. Retail Programming: Retail uses will include approximately 9,000 SF of rehabilitated retail space on First Street. The proposed retail programming includes:

a. Farmer's Market: Fills a gap in area grocery offerings and increases security by activating retail frontage on First Street.

b. Community Center/Senior Space: Dedicated community space for community events.

c. Demonstration Kitchen: Serves public educational use and as a test kitchen.

d. Cafe: Activates the west side of First Street.

e. Contribution of $750K over the 30-year lease term dedicated to fund programming for the community center/senior space. Retail would activate First Street, and a dedicated community center/senior space would provide a venue to serve East Cambridge residents.

iii. Housing Development - Courthouse Project: Modification of Affordable Unit Mix from 8 Affordable, 8 Moderate Income and 8 Market Rate Units to 24 Affordable Units. This is an estimated contribution value of$5-6M.

iv. Affordable Housing Trust: Contribution of $4.5M will be made to the Cambridge Affordable Housing Trust.

v. Green Initiatives: An upfront contribution of$5.65M toward green initiatives such as a solar array and electric charging stations, at the City's sole discretion.

a. Solar Array Investment, Maintenance & Value: Contribution of up to $1.5M toward the solar array installation. Contribution of $1 OK annually for solar array maintenance ($250K). The estimated total value of electricity produced over the life of the solar array is $3.5M. The annual value of electricity produced, estimated at $140K initially, is to be retained by the City. LMP has committed to provide these funds to the City for other green initiatives" in the event that it is determined by the City that the Garage is not optimal for such an installation.

b. Electric Vehicle Charging Stations: Contribution of $400K toward 20 electric vehicle charging stations to service 40 vehicles at the Garage.

LMP has committed to provide these funds to the City for other "green initiatives" in the event that it is determined by the City that the Garage is not optimal for such an installation.

vi. Bike Sharing Accommodations: Contributing $50,000 towards the City's installation of additional bike sharing accommodations in the vicinity of the Garage.

vii. Senior Parking Program: Contribution of up to $1.08M. This is a contribution of up to $36K annually over the 30-year term to the City to provide senior parking subsidies at the Garage.

viii. City of Cambridge Community Benefits Stabilization Fund:

Contribution of$500K over 10 years. This is a contribution of$50K annually to be distributed pursuant to the City's Community Benefits Ordinance, Chapter 2.127 of the Cambridge Municipal Code.

ix. Workforce Development: Contribution of$950K over 10 years will be committed to workforce development programs including Cambridge Housing Authority ($25K annually/$250K total), Cambridge Pathways to Apprentice Program ($20K annually/$200K total), and Just-a-Start ($50K/$500K total.)

x. Union Labor: LMP pledges to carry out Garage improvements for any interior and/or fit-out work using major trade unions and to support an educational program for Cambridge students to learn from construction related to Garage improvements.

6. Financial/Capital Improvement Benefits c.2.110.010 B m

a. Lease Revenue - Parking: Lease payments are estimated to be $49.3M (before indexing using the CPI) over the 30-year lease term. This would result in a rate of revenue of$326/space/month for the use of the 420 unassigned parking spaces, which is 45% higher than the current rate of $225/space/month.

b. Lease Revenue - Retail: Lease payments are estimated at $3.375M over the 30-year lease term. This breaks down to $12.50/SF for approximately 9,000 SF. This is an additional $112,500 annually of revenue to the City.

c. Garage Capital Improvements: Contribution for Garage improvements totals $1.28M. This includes a lump sum payment of$500K, and a payment of $26K annually for a total of$780K over the 30-year lease term. This will fund a multi-year capital improvement, repair and maintenance program.

d. Retail/Facade Improvements: Contribution of$4M toward façade improvements and retail fit-out proposed for the First Street rehabilitated retail space. This breaks down to $2.5M estimated for improvements to the core and shell and $1.5M estimated for fit-out and soft costs.

7. Parking Planning Study c. 2.110.010 (6}

The City commissioned the Parking Planning Study of the area near the Garage to determine the viability of leasing the proposed Leasehold Parking Spaces to a private developer. The Parking Planning Study took into account all current development and permitted development as well as concerns expressed at the First Community Meeting and at the two City Council hearings of Nov 5 and 19, 2018 relating to the proposed disposition. The study analyzed the impacts of the proposed Leasehold Interest both directly on the Garage and on parking in the surrounding neighborhood.

The summary and a cover memo from the Director of TPT is attached hereto as Exhibit 9, as noted on page 10 above. The full report and its data can be found online at https://www.cambridgema.gov/firststreetgarage. As noted in the cover memo, the key conclusions of the Parking Planning Study are as follows:

a. There is ample parking within the study area to accommodate the anticipated 336 new daily parkers (based on 80% utilization of the 420 parking passes) at all times of the day.

b. The potential lease will not inhibit the City's ability to provide monthly parking passes to Cambridge residents, or to make space available within the Garage during declared snow emergencies.

c. Parking supply within the study area is significantly higher than parking demand, even if parking capacity at the CambridgeSide Mail is reduced in the future.

d. The City will be able to continue to meet its obligations under the UDAG that helped finance construction of the Garage. This includes monthly parking that must be available to specified local buildings, as well as space for daily parkers.

e. The proposed parking lease should not impact the availability of residential parking within the neighborhood, since non-resident customers parking within the

f. There are management and financial benefits associated with leasing parking to a single large customer, as opposed to large group of individual customers.

One ongoing source of uncertainty regarding parking supply and demand in the surrounding area is the possible redevelopment of the CambridgeSide Mall. New England Development (the owner of the Mali) has proposed a significant redevelopment of the site, though it seems likely that changes will be made to the zoning petition that is currently before the City Council and the Planning Board. The types of changes that have been suggested include reducing the proposed density and/or increasing the amount of housing. Both of these changes would likely reduce parking demand from the CambridgeSide Mali and increase the likelihood that parking would continue to be available for outside customers, including monthly and daily parkers who cannot find space at the Garage. It is also important to note that any redevelopment at the Mail would likely take a decade or more, during which time parking demand would be significantly reduced, creating additional space for unaffiliated parkers.

Should there be additional demand for commercial parking in the future, the data collection completed for the Parking Planning Study indicates that there are a number of underused office and residential parking garages in the study area that could potentially serve some of these users if they were to obtain commercial parking space permits. Although this would require property owners to take multiple steps—including obtaining commercial parking permits and seeking zoning approval for principal use parking—the City has heard informally that some of these garages may be looking for opportunities to lease out their excess parking.

Based on this study, the management plan for the Garage, and the status of parking facilities in the neighborhood surrounding the Garage, the Director of TPT has concluded that the Garage can successfully accommodate the lease of 420 unassigned parking spaces. As a result, the Director of TPT has indicated to the City Manager that based on the anticipated parking impacts, the City Manager can move forward with the disposition process.

8. Impacts on the Neighboring Area and the City as a Whole c. 2.110.010 (6)

For the area around the Garage, traffic on Third Street is congested at peak travel times. It is expected that additional traffic from the Garage will be diverted to First Street and away from Third Street especially when First Street is extended across Cambridge Street as part of the Cambridge Crossing redevelopment in the Northpoint area. Any additional traffic to the Garage that will be generated as a result of LMP s redevelopment of the Courthouse and the traffic impacts of that project have been thoroughly analyzed and reviewed as part of the Planning Board review undertaken in connection with its consideration of the application of LMP's Special Permit.

9. Recommended Financial Arrangements - Appraisals - c. 2.110.010_(7)

As required pursuant to the Disposition Ordinance, the City Solicitor received two independent, confidential appraisals for the Property. The purpose of the appraisals was to determine the value of the Property to a prospective buyer. City staff and I have reviewed the appraisals and I find that the offered price of$326/space/month for the Leasehold Parking Spaces and $12.50/SF/year for the Leasehold Ground Floor Retail Area, together with the proposed capital improvements and other financial benefits, are within an acceptable range. I find that the lease payments offered by LMP, combined with the other overall financial benefits outlined above together constitute a responsive and responsible offer, that it appropriately reflects the value of the Property, and that it is advantageous and would be highly beneficial to the City.

IV. Conclusion

Based upon a thorough analysis by the Evaluation Committee of the Proposal provided by LMP in connection with the redevelopment of the Courthouse, LMP's Proposal was determined to be responsive, responsible and advantageous to the City pursuant to the requirements of Chapter SOB. In its decision of Special Permit 288 for the Courthouse Project, which was granted by the Planning Board with conditions in October 2014, it was determined by the Planning Board that the Leasehold Interest for the Garage's Leasehold Parking Spaces and Leasehold Ground Floor Retail Area would bring much needed community benefits and amenities to East Cambridge. It is believed that the Proposal would reactivate First Street and generate revenue to fund the necessary capital improvements to maintain and extend the life cycle of the Garage, while maintaining parking availability for residents. I believe the disposition of the Leasehold Interest would produce the greatest public benefit that can be obtained for the proposed use of the Leasehold Parking Spaces and proposed use of the Leasehold Ground Floor Retail Area in the Garage at this time. The public process to engage the community regarding the proposed disposition of the Leasehold Interest has been robust and transparent, and I believe that the City has made and will continue to make appropriate efforts to address neighborhood concerns.

Therefore, based upon the foregoing, I recommend that the City Council authorize me to enter into a disposition agreement for the aforementioned Leasehold Interest in the Garage with LMP on such terms and conditions as I consider necessary and appropriate after consideration of this Report, the Planning Board recommendation, and a public hearing on the proposed disposition before the full City Council.

Respectfully submitted
Louis A. DePasquale
City Manager

2. A communication transmitted from Louis A. DePasquale, City Manager, relative to a recommendation from the Planning Board to approve the disposition of a leasehold interest in 420 parking spaces and approximately 9,000 square feet of ground floor retail in the First Street Garage.

Sept 9, 2019
To the Honorable, the City Council:

I am hereby transmitting a recommendation from the Planning Board to approve the disposition of a leasehold interest in 420 parking spaces and approximately 9,000 square feet of ground floor retail in the First Street Garage.

Very truly yours, Louis A. DePasquale, City Manager

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