FOREST CITY | Boston

December 6, 2012

Cambridge City Hall
795 Massachusetts Avenue
Cambridge, MA 02139

Dear Mayor Davis and Members of the City Council:

Enclosed please find a Petition from Forest City Commercial Group to amend the Zoning Ordinance and Map by extending the Cambridgeport Revitalization Development District from Green Street out to Massachusetts Avenue in the area adjacent to Blanche Street.

The inclusion of this property into the Cambridgeport Revitalization Development District will allow for the development of new office, research and retail building that will enhance the street life and vitality of Massachusetts Avenue, support the expansion requirements and job creation goals of Millennium: The Takeda Oncology Company, and provide for approximately 15,000 square feet of new, active and independently operated ground floor retail uses.

Please note that in this version of our petition we have included the amendments proposed by the Ordinance Committee this past summer when our prior zoning petition was under consideration. You will recall that those amendments included a Letter of Commitment describing the commitments and conditions Forest City will make, upon ratification of our zoning petition, with respect to (a) monetary contributions for public benefits that will mitigate the impact of the project on the community, (b) preservation of existing affordable housing, and (c) the creation of 20 new units of affordable housing. A copy of the Letter of Commitment is included with the petition.

Thank you for your thoughtful consideration of this important proposal.

Very truly yours,
Kathryn Lachelt Brown, Esq.
Vice President, Legal Affairs
Forest City Commercial Group, Inc.

38 Sidney Street Cambridge, MA 02139
T 617.225.0310
F 617.225.0311
fceboston.com

Forest City Zoning Petition

The undersigned owner of land to be affected by this petition, hereby petitions the Cambridge City Council as follows:

To see if the City Council will vote to amend the Zoning Map of the City of Cambridge as follows:

To extend the Cambridgeport Revitalization Development District (CRDD) along the centerline of Massachusetts Avenue for 299 feet in a southeasterly direction from its current centerline of Blanche Street thence proceeding for 148 feet in a southwesterly direction, thence proceeding for 61 feet in a northwesterly direction, thence proceeding for 118.5 feet in a southwesterly direction to the centerline of Green St., thence proceeding along the centerline of Green Street for 233 feet in a northwesterly direction to the centerline of Blanche Street, thence proceeding for 267 feet along the centerline of Blanche Street in a northeasterly direction to the point of beginning so as to encompass all of the land in assessors map Block 69, Lots 100, 101, 102, 103, 109, 148, 149, 163 and adjacent portions of Blanche Street, Green Street, and Massachusetts Avenue abutting those lots.

To see if the City Council will vote to amend Article 15.000 of the Zoning Ordinance of the City of Cambridge as follows:

1. By adding the following Section 15.24:

15.24    Required Retail Uses on Massachusetts Avenue. For any building directly facing or abutting Massachusetts Avenue, a minimum of seventy-five percent (75%) of the linear ground floor frontage along Massachusetts Avenue, to a minimum average depth of forty (40) feet from the Massachusetts Avenue building facade, shall be occupied by Retail and Consumer Service uses as permitted by Subsection 15.21.3 or Entertainment and Recreational Uses as permitted by Subsection 15.21.5. This requirement shall apply in addition to the Use Limitations and Restrictions for the Central Square Overlay District set forth in Subsection 20.304.5.

15.24.1    Marketing of Required Retail Space. As of January 1, 2012, where it is proposed to create new retail space as required in Section 15.24, the proponent shall include a marketing plan for such retail space as a part of any Submittal for any Project Review procedure that may be required in accordance with Section 15.36. At a minimum, such a marketing plan shall (l) set forth target uses and users (and shall particularly target local and or independent retailers), (2) designate an individual responsible for implementing the plan who shall serve as a point of contact with the Community Development Department (through its Economic Development Division), and (3) describe the types of economic incentives which may be offered to tenants such as rental and fit-up allowances. Subsequent to completing all project review procedures, the proponent shall periodically consult with the Economic Development Division on the implementation of the marketing plan and shall, at a minimum, submit any further modifications or clarifications of the plan to the Economic Development Division for review. The Community Development Department shall certify to the Inspectional Services Department that this requirement has been met prior to the issuance of a Certificate of Occupancy for the required retail space.

2. by deleting the first two paragraphs of Section 15.32.1

"The aggregate of all development in the District shall not exceed (i) 1,900,000 square feet of gross floor area (GFA) in nonresidential buildings (which term for the purpose of this Article shall exclude parking facilities and portions of the buildings containing parking facilities and shall include buildings and portions of buildings containing hotel and motel uses and, to the extent provided in Subsection 15.32.1 and 15.32.2, dwelling units) and (ii) four hundred (400) dwelling units which in no event shall contain more than four hundred thousand (400,000) square feet of GFA. (Should the existing building or a portion of the building on the block bounded by Sidney, Franklin, Brookline, and Green Streets, commonly known as the Fenton Shoe Building, be renovated substantially for residential purposes, the GFA of the residential portion of the building shall be assumed for the purpose of this Subsection 15.32.1, to be one thousand (1,000) square feet for each dwelling unit constructed up to a maximum of one hundred and thirteen (113) units, notwithstanding the fact that the actual GFA of the residential units constructed may be greater.

Notwithstanding the limitation on the number of dwelling units allowed in the District as provided in this Subsection 15.32.1 there shall be no limitation on the number of dwelling units in the District so long as the number of dwelling units in excess of four hundred (400) is deemed to be equivalent of the GFA in such nonresidential buildings and treated as such when calculating the aggregate GFA of Nonresidential buildings in the District. To the extent that the dwelling units required in the District in this Subsection 15.32.1 and Subsection 15.32.2 exceed 400,000 square feet in GFA, the additional residential GFA shall be permitted provided the GFA permitted for nonresidential buildings pursuant to this Subsection 15.32.1 shall be reduced by the residential GFA above four hundred thousand (400,000) square feet."

and replacing them with the following paragraph

"15.32.1 The aggregate of all development in the District shall not exceed (i) one million eight hundred twenty (1,820,000) square feet of gross floor area (GFA) in nonresidential buildings (which term for the purpose of this Article shall exclude parking facilities and portions of the buildings containing parking facilities and shall include buildings and portions of buildings containing hotel and motel uses), and (ii) seven hundred twenty-five thousand (725,000) square feet of GFA in residential buildings."

3. By adding the following language as a second paragraph in Section 15.32.2:

"Notwithstanding the exclusion set forth in Section 11.202.2, the provisions of Section 11.200 of this Ordinance shall apply to any development in the District that is approved after January 1, 2012, except for those provisions that relate to authorizations for an increase in permissible density or intensity of use in Sections 11.203.2(b) and (c), which shall not be available beyond the overall limitations for GFA established for the District by this Section 15.000."

4. By adding the following sentence to the end of Section 15.32.3:

"Any such uses that are required by Section 15.24 shall be exempt from this limitation."

5. By amending the third sentence in Section 15.33 by adding the following language after the phrase "shall be eighty (80) feet":

", except that east of Blanche Street the height may be increased to ninety-five (95) feet provided that for at least two-thirds of the Massachusetts A venue frontage of any building, there shall be a cornice line at or below sixty-five (65) feet, above which any taller portions of the building shall step back at least fifteen (15) feet from the Massachusetts Avenue property line."

6. By amending the following language in Section 15.33 as follows:

By deleting the number "850,000" from the last sentence thereof and replace it with the number "1,090,000".

7. By deleting the second sentence in Section 15.35:

"Any lot within the District containing less than 14,000 square feet shall have a maximum ratio of floor area to lot area of 1.0 and minimum lot area for each dwelling unit of 1,000 square feet."

8. By amending the following language of Section 15.36 as follows:

• By deleting the entire introductory paragraph of the section, beginning with the title "Area of Special Planning Concern" and ending with "as herein modified", and replacing it with the following:

"Project Review. All development occurring after January 1,2012 within the Cambridgeport Revitalization Development District shall comply with the applicable project review requirements set forth in Article 19.000 of the Zoning Ordinance. The Cambridgeport Revitalization Development District shall be considered an area of special planning concern and a district in which the Project Review Special Permit provisions set forth in Section 19.20 are applicable, notwithstanding anything to the contrary in Section 19.22. All development within the District must comply with the Procedures specified in Article 19.000 except as herein modified."

• by deleting the phrase "Section 11.44" from paragraph (2) and replacing it with the phrase "(Section 19.43.3)";

• by deleting the introductory language in paragraph (3), beginning with "the Large Project" and ending with "include the following", and replacing it with the following:

"the Submittal Requirements for any project review procedure shall, in addition to those detailed in the applicable Sections of article 19.000, include the following:"

9. by adding the following language to Section 15.30

"15.37 For those portions of the District along Massachusetts Avenue located within the Central Square Overlay District, notwithstanding anything set forth in Section 20.300, the Large Project Review shall be undertaken by the Planning Board. Where applicable, the Planning Board shall be guided by the objectives and criteria contained in the publications "Central Square Action Plan", City of Cambridge, November 1987, and "Central Square Development Guidelines", July 1989, and by any additional relevant zoning or planning studies subsequently undertaken by or on behalf of the City. To the extent any provision in these documents is in conflict with the Design Guidelines for the Cambridgeport Revitalization Development District ("CRDD"), the Planning Board shall determine which guideline is most appropriate to be considered in the Large Project Development Consultation."

10. by adding the following language to Section 15.40

"15.41.5 Compliance with this provision shall be deemed as satisfying the requirements of Section 19.59 of this Ordinance."

11. by adding the following language to Section 15.51:

"15.51.3 For any development that is approved in the District after January 1, 2012, the provisions of Section 6.37 pertaining to Bicycle Parking requirements shall apply regardless of whether the automobile parking requirements for the development are fulfilled with newly-constructed or pre-existing parking spaces.

12. by deleting the following language of Section 15.70

"Where this Article 15.000 specifies some standard or makes some other requirements contrary to a requirement elsewhere in this Ordinance, the provisions of this Article 15.000 shall control."

and replacing it with the following language

"Where this Article 15.000 specifies some standard or makes some other requirements contrary to a requirement or standard established elsewhere in this Ordinance including any dimensional limitations contained in Article 20.300, the provisions of this Article 15.000 shall control."

13. By adding the following language to Section 15.80, after the words "to Section 15.41,"

"and to conform to the requirements set forth in this Article 15.000 and all other applicable requirements set forth elsewhere in this Zoning Ordinance"

14. by adding the following new Section 15.90:

"15.90 CONSISTENCY WITH LETTER OF COMMITMENT

Prior to the issuance of any building permit or certificate of occupancy for new development in the district occurring after January 1, 2102, the Community Development Department shall certify to the Inspectional Services Department that all portions of the Letter of Commitment dated December 6, 2012 by Forest City Commercial Group are continuing to be met.

Executed as of November 27, 2012
GARABED B. HOLLISIAN TRUST
Zevart M. Hollisian, Trustee

L-Z REALTY TRUST
Zevart M. Hollisian, Trustee

Executed as of November 30, 2012
MASSACHUSETTS INSTITUTE OF TECHNOLOGY
By: MIT Investment Management Company, its authorized agent
By: Seth D. Alexander, President

Forest City Commercial Group
38 Sidney Street, Suite 180
Cambridge, MA 02139

December 6, 2012

Mayor Henrietta Davis
Ordinance Committee Chair David Maher
Vice Mayor E. Denise Simmons
City Councilor Leland Cheung
City Councilor Marjorie C. Decker
City Councilor Craig A. Kelley
City Councilor Kenneth E. Reeves
City Councilor Timothy J. Toomey, Jr.
City Councilor Minka vanBeuzekom
Cambridge City Hall
795 Massachusetts Avenue
Cambridge, Massachusetts 02139

Re: Commitments and conditions accompanying the amended zoning petition for Cambridgeport Revitalization Development District (CRDD)attached hereto as Attachment A

Dear Mayor Davis, Ordinance Committee Chair Maher and Councilors Cheung, Decker, Kelley, Reeves, Simmons, Toomey and vanBeuzekom:

The purpose of this letter is to describe commitments and benefits which Mass Ave 300 Block West, LLC ("Forest City") is prepared to offer the City of Cambridge, to facilitate and enable Forest City to construct a life science building at 300 Massachusetts Avenue (the "Project"), subject to the satisfaction of the "Conditions" set forth below.

Forest City's Commitments

I. Forest City will contribute $1,078,680 to the City of Cambridge (the "City"), which funds the City shall use, in its discretion, for purposes directed at mitigating the impact of the Project on the community, as follows:

A. Within ninety (90) days after the adoption of the Forest City Zoning Petition extending the CRDD District to 300 Massachusetts Avenue and authorizing an additional 107,868 square feet of gross floor area, Forest City will contribute $269,670.00 to the City of Cambridge (the "City").

B. Within ninety (90) days of the approval of Forest City's application for a Special Permit from the Cambridge Planning Board authorizing the construction of the Project, Forest City will contribute $269,670.00 to the City of Cambridge.

C. Upon the issuance of a building permit authorizing construction of the Project, Forest City will contribute $269,670.00 to the City of Cambridge.

D. Upon the issuance of a Certificate of Occupancy for the Project, Forest City will contribute $269,670.00 to the City of Cambridge.

II. Section 15.32.2 of the Zoning Ordinance includes a minimum requirement of 150 affordable housing units within the CRDD District, which shall be made available to families of certain income limits for a period of at least thirty years. In a 1988 "Commitment to Housing Development" letter and its companion Housing Plan submitted by Forest City and MIT, we agreed that before the expiration of the thirty year affordability period set forth in the zoning, we would seek government subsidies (including subsidized financing) that would enable the affordable units to remain affordable for the full term of our leasehold interest. At the present time, University Park has a total of 168 units of affordable housing, 18 more than are required by zoning. As part of our community benefits package for 300 Massachusetts Avenue, Forest City commits that, regardless of whether or not we are able to obtain government subsidies as set forth in the Housing Plan, we will cause all affordable units, including the 18 that are in excess of zoning, to be maintained as affordable in accordance with their current use as either low income or moderate income units for the full term of our leasehold interests. All affordable units controlled by Forest City entities shall be deed-restricted and administered using the same requirements, policies, and procedures used for units subject to Section 11.200, provided, however, that the requirements of Section 15.32 shall govern with respect to income requirements.

III. Forest City will provide or cause to be provided a minimum of 20 affordable low­income deed-restricted dwelling units (,'Affordable Housing" or "20 Affordable Units"), on a site or multiple sites to be determined in the future to be located within the City of Cambridge. It is understood and agreed by the undersigned and the City that the requirement herein for the 20 Affordable Units is based on the number of affordable units that would have been created at the project previously proposed in the zoning petition by Forest City on the parcel adjacent to the Central Square Fire Station. Such Affordable Housing will meet the following standards:

A. Affordability: The Affordable low-income Housing will be available to households whose incomes do not exceed 80% of the area median income for the Boston area, and shall otherwise conform to the definition of Affordable Units as set forth in Section 11.201 of the Zoning Ordinance. Forest City agrees that it will cause the 20 Affordable Units to be provided by some means set forth in this Section, that the marketing and selection process for the 20 Affordable Units shall utilize the guidelines customarily employed by the Community Development Department in other housing assistance programs, and that the 20 Affordable Units shall be administered using the same requirements, policies, and procedures used for units subject to Section 11.200.

B. Location and Development: The Affordable Housing will be provided through one or more of the following means:

(i) Construction of new housing on a site that has not been used for affordable housing subsequent to January 1,2007.

(ii) Conversion of an existing non-residential structure to residential use, subject to any applicable requirements and approvals set forth in the Zoning Ordinance.

(iii) Construction of additional housing units on a site that currently contains housing, in which case the existing residential OF A and number of dwelling units on the site shall be maintained or replaced in addition to construction of the Affordable Housing referenced in this Section.

(iv) Conversion of existing market-rate units within Cambridge to 20 Affordable Units provided that such units will otherwise meet the requirements of this Section.

(v) Investment in and sponsorship of a project that will cause the production of 20 Affordable Units pursuant to the above description.

C. Zoning and Approvals: All development shall conform to applicable zoning requirements, including any provisions requiring the issuance of a special permit. The provisions of Section 11.200 shall also apply, which would allow an increase in density for projects meeting the definition of an Inclusionary Housing project. In the event that a special permit is not approved for an identified housing site, Forest City agrees to either seek an alternative site or to adhere to the Alternative Payment requirements set forth in Subparagraph "E" below. Any Affordable Units constructed by Forest City as part of a residential or mixed use project within the City and otherwise complying with the requirements herein and the requirements of section 11.200 of the zoning ordinance shall be deemed to satisfy the commitments expressed herein.

D. Phasing: Within seven (7) years of obtaining a Certificate of Occupancy for any new non-residential development at 300 Massachusetts Avenue, Forest City will have either (i) received a building permit authorizing the development of the Affordable Housing referenced in this Section or (ii) satisfied its commitment to provide 20 Affordable Units as set forth in paragraph (B) above. In the event that neither of the above conditions has been achieved, Forest City agrees to adhere to the Alternative Payment requirements set forth in Subparagraph "E" below.

E. Alternative Payment: If the Affordable Housing referenced in this Section is not provided in accordance with the phasing requirements set forth above for any reason, which may include inability of the developer to identify a feasible site, denial by the City of necessary permits required to develop housing on an identified site, or any other reason, then Forest City agrees to make a contribution to the Affordable Housing Trust in the amount of Four Million Dollars ($4,000,000); provided, however, that if a portion of the 20 Affordable Units is provided, then this Alternative Payment shall be reduced by amount equal to $200,000 per Affordable Unit provided by Forest City.

Conditions to Forest City's Commitment

For purposes of clarification, Forest City's commitments set forth above are offered if the following conditions (the "Conditions") are met:

1. The amendments to the Cambridge Zoning Ordinance set forth in Attachment A are duly 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.)

2. Forest City's application for a Special Permit from the Cambridge Planning Board authorizing the construction of the Project is granted, including but not limited to, approvals pursuant to Sections 19.20.

3. The appeal periods for the zoning approvals and permits necessary for the buildings authorized by such a Special Permit shall have expired without appeal having been made, or in the event that any appeal does occur, the outcome of said appeal shall not result in a change in the validity, or reduction in the development rights set forth in, the permits and approvals. All time periods specified in this Letter of Commitment shall be tolled during the resolution of any appeal.

4. So long as Forest City, its successors and assigns, is proceeding with development in accordance with the Special Permit and until the building is completed, the City shall not have initiated or supported any rezoning or other ordinance changes that would have the effect of adversely affecting any of the uses or development authorized by this zoning amendment to the CRDD District or by such an approved Special Permit.

In addition to meeting the requirements and conditions of any required permits for the Project, Forest City is making these payments to provide the City with resources should it become necessary to mitigate any impacts which might result from the Project which it will build at 300 Massachusetts Avenue as a result of the rezoning, special permit and issuance of the building permit. Should such impacts arise, these payments will enable the City to take appropriate steps to mitigate those impacts in the manner and at the times deemed most appropriate by the City.

As Forest City's duly authorized representative, I am pleased to make these commitments on Forest City's behalf.

Sincerely,
MASS AVE 300 BLOCK WEST LLC, a Delaware limited liability company

By: FC Mass Ave 300 Block West LLC,
Its Manager

By: Forest City Commercial Group, Inc.
an Ohio corporation
Its Sole Member

By: Peter B. Calkins
Title: Vice President