US2 - Development Covenant US2 Executed 04.03.17 — File 203097

EAST\136606395.14 After recording return to: City of Somerville Law Department Somerville City Hall 93 Highland Avenue, 2nd Floor Somerville, MA 02143 Attn: Eileen McGettigan, Esq. RECORDING INFORMATION AREA DEVELOPMENT COVENANT This DEVELOPMENT COVENANT (this “Covenant”) is made as of the _____ day of _______________________, 2017 (the “Effective Date”) by and between the CITY OF SOMERVILLE (the “City”), a municipal corporation with an address of 93 Highland Avenue, Somerville, Massachusetts 02143, and UNION SQUARE STATION ASSOCIATES LLC (“US2”), a Delaware limited liability company with an address of 31 Union Square, Somerville, MA 02143. BACKGROUND WHEREAS, the residents of Somerville have worked tirelessly to advance their common goals for the future growth and development of the city as fully expressed in the document SomerVision, the city’s official comprehensive plan duly adopted by its Planning Board and endorsed by its Board of Aldermen in April 2012, through which the City aspires to promote the common good and improve the quality of life of all residents by enhancing and expanding job creation, open space, housing development, and transportation; WHEREAS, on November 19, 2012, the Commonwealth of Massachusetts Department of Housing and Community Development approved an urban renewal plan (the “Revitalization Plan”) for the Union Square neighborhood (the “Union Square Area”) located in the City of Somerville, County of Middlesex, Commonwealth of Massachusetts; WHEREAS, the City authorized the issuance of $9.5 million of bonds to implement the Revitalization Plan and acquire certain property in the Union Square Area for disposition to and redevelopment by a Master Developer; WHEREAS, on December 5, 2013, the Somerville Redevelopment Authority (“SRA”) issued a Request for Qualifications for a Master Developer to carry out the redevelopment of Blocks D1 – D7 (“Disposition Parcels”) identified in the Revitalization Plan; WHEREAS, at a meeting on June 26, 2014, the SRA voted unanimously to designate US2 as the Master Developer of the Disposition Parcels;

- 2 - EAST\136606395.14 WHEREAS, in accordance with that certain Master Developer Designation Agreement (the “MDDA”) (the “MDDA”), by and between the SRA and US2, US2 currently intends to develop one of the Dispositions Parcels, the approximately 185,895 square foot property commonly known as the “D-2 Block” located in Union Square, as more particularly described on Exhibit A attached hereto (the “Property”) as a mixed-use project to include, without limitation, not less than 150,000 gross square feet of commercial office, research and development space, retail, restaurant, and service establishments, approximately 400 residential units (including at grade or above ground structured parking, sidewalks, driveways, plazas and landscaping), in addition to construction of elements of the Massachusetts Bay Transportation Authority (the “MBTA”) station to be located on the Property (the “MBTA Station”) and related improvements, construction of certain open space, and the construction of all onsite infrastructure necessary to support the operation of the improvements located on the Property (collectively, the “Project”); WHEREAS, the City entered into a Project Participation Agreement with the MBTA and Massachusetts Department of Transportation whereby the City committed to make an unprecedented $50,000,000 contribution (“City GLX Contribution”) to ensure the construction of the Green Line Extension project, as hereinafter defined; WHEREAS, US2 has incurred and will incur significant costs in designing and developing the Project in a manner that, among other benefits, greatly increases the publicly accessible open space in Union Square, enhances access to public transit through the construction of the MBTA Station, provides for substantial roadway and utility infrastructure improvements benefiting the Union Square Area, and creates improved pedestrian access to Union Square; WHEREAS, the Revitalization Plan contains various recommendations, including the creation of new infrastructure and relatively dense, mixed-use development, to guide future development in the Union Square Area; WHEREAS, in May 2016 the Planning Board adopted a neighborhood plan which was developed through a seventeen (17) month community-driven process (the “USQ Neighborhood Plan”) for the area of the Union Square neighborhood depicted in the USQ Neighborhood Plan, which includes the Disposition Parcels (the “Neighborhood Plan Area”); WHEREAS, as a follow up to the Revitalization Plan and the USQ Neighborhood Plan, the City is now considering permanent rezoning that applies to the Disposition Parcels and other parcels within a portion of the Neighborhood Plan Area to create a Union Square Overlay District (“USOD”) for the Neighborhood Plan Area (the “USOD Zoning”) to achieve goals and objectives including, encouraging the best use of the Union Square Area physically, economically, environmentally and socially while promoting the best interests of the residents of the City; WHEREAS, the Board of Aldermen has diligently contemplated the opportunities and challenges that new development will bring to Union Square, exploring issues related to short and long term fiscal impacts of development, evaluating the opportunity for zoning to guide the development of vibrant civic spaces, quality new open space, lively streetscapes, quality

- 3 - EAST\136606395.14 commercial and residential opportunities, and considering approaches to minimizing the displacement of small businesses and residents in Union Square; WHEREAS, US2, as the SRA’s Master Developer, intends to develop the other Disposition Parcels in phases, and may develop parcels in the USOD which are not Disposition Parcels (“USOD Parcels”), all in accordance with the goals of the Revitalization Plan and USOD Zoning (collectively, development of such other Disposition Parcels and USOD Parcels shall be referred to herein as “Future Phases”); WHEREAS, US2 has submitted input on the USOD Zoning, and US2, as the future holder of the fee in the Property, will benefit if the proposed USOD Zoning is adopted, consistent with proper procedures and the goals and objectives mentioned above; WHEREAS, in conjunction with the USOD Zoning, US2 has agreed to certain undertakings and mitigation, which undertakings and mitigation are directly related to specific aspects and impacts of and public needs associated with the Project and Future Phases, subject to the terms and conditions hereof, including, without limitation (i) the payment of certain public benefit funds, including a contribution towards the City’s payment to the MBTA in connection with the extension of the MBTA Green Line to Union Square and construction of the MBTA Station; (ii) a payment to contribute to the City’s cost of offsite infrastructure associated with the Project and Future Phases; (iii) the payment of community benefit funds; and (iv) certain other agreements, all as more particularly set forth herein; WHEREAS, US2 has estimated that it has already made significant investments in public and community benefits, which include neighborhood planning costs, a local small business assistance program, local arts and business promotion or sponsorship, and the establishment of a co-working space in Union Square that serves as an employment activator; WHEREAS, US2’s prior financial contributions, its Project Mitigation Contribution under Article 15 of the Somerville Zoning Ordinance, its proposed private construction of elements necessary for MBTA station operations, and its funding commitments herein, are provided in addition to the public and community benefits that are required by the USOD Zoning, which will result in a Union Square neighborhood with 20% inclusionary housing; housing linkage payments; open space, including high-quality civic space; arts and creative economy space; commercial development; transportation demand management programs; new vehicle and bike parking; new alleys, roadways, sidewalks and public realm improvements that will be open to the public; sustainable building standards; and the mitigation and redevelopment of environmentally challenged sites; WHEREAS, this Covenant is intended to set forth the understandings and agreements of the parties with respect to the Property, the Project, Future Phases and other matters related thereto; and WHEREAS, it is the intention of the parties that each be bound by the provisions of this Covenant and that this Covenant be fully enforceable by a court of competent jurisdiction in accordance with its terms.

- 4 - EAST\136606395.14 NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, US2, for itself, its successors and assigns and affiliated entities, and the City covenant and agree as follows: 1. Contributions Framework. The parties hereto desire to outline a framework for contributions and public benefits to be provided by US2 in connection with the Project and Future Phases, including, without limitation, US2’s financial contribution to provide for certain public and community benefits to the City and its residents. 2. Public Benefits Payments (a) Contribution Towards Green Line Extension. US2 acknowledges that the Project and Future Phases will derive substantial benefit from the MBTA’s project to extend the Green Line to Union Square (the “GLX Project”), which benefits derive, in part, from the location of the MBTA Station on a portion of the Property and the proximity of the new MBTA Station to the Future Phases. Without in any way limiting US2’s obligations under the MDDA, any superceding Master Land Disposition Agreement (“MLDA”) or related land disposition agreement (whether executed by US2 or an affiliate) entered into with the SRA, and in addition to private construction of elements on the D-2 Block necessary for MBTA operations, US2 shall contribute funds in the amount of $2.40 per gross square foot of development of the Project and Future Phases towards the City’s payment to the MBTA in connection with the extension of the MBTA Green Line to Union Square, and construction of the MBTA Station (the “GLX Contribution”). For purposes of calculating the GLX Contribution, the square footage of structured parking permitted as a required part of the Project and Future Phases shall be excluded. The fee per square foot of the GLX Contribution shall be adjusted annually by the change in CPI beginning on the date that is the earlier of: (i) the date on which US2’s Coordinated Development Plan Special Permit (as defined in the USOD Zoning) is approved by the City’s Planning Board for the Disposition Parcels and US2 has received a certificate from the Secretary of Energy & Environmental Affairs of the Commonwealth of Massachusetts evidencing the successful completion of the Massachusetts Environmental Policy Act process for the Project; or (ii) June 30, 2018 (the “CPI Adjustment Date”), until the date on which the first fifty percent (50%) of the GLX Contribution for the applicable building is due and payable as hereinafter described. Fifty percent (50%) of the GLX Contribution shall be due and payable when the Building Inspector issues the first building permit for each building that is part of the Project or the Future Phases and the remaining fifty percent (50%) shall be payable when the Building Inspector issues the certificate of occupancy for each such building. The portion of the GLX Contribution due upon the issuance of the building permit as described above the shall be wired to the City in immediately available federal funds within fifteen (15) days after no appeal to such permit is filed, or if filed, is resolved to US2’s satisfaction. If due to the termination or cancellation of the GLX Project or otherwise the City receives any repayment or refund of any portion of the City GLX Contribution paid by the City, the City shall refund to US2 from such repayment or refund a corresponding proportional amount of the GLX Contributions made by US2 as of the date of such repayment or refund. By way of example, if the City is refunded $5,000,000 of its $50,000,000 City GLX Contribution, which sum represents 10% of the total City GLX Contribution, US2 shall be refunded 10% of its total GLX Contribution made as of the date of such refund.

- 5 - EAST\136606395.14 (b) Contribution Towards Offsite Infrastructure. Without in any way limiting US2’s obligations under the MDDA, MLDA or any related land disposition agreement (whether executed by US2 or an affiliate) entered into with the SRA, US2 shall contribute funds in the amount of $2.00 per gross square foot of development of the Project and Future Phases (the “Offsite Infrastructure Contribution”) in order to defray the cost of certain offsite infrastructure improvements to be made by the City to support the Project and Future Phases. Such Offsite Infrastructure Contribution shall be in addition to, and not in substitution of, any payment required of US2 for Infiltration and Inflow (“I/I”) mitigation. Said I/I mitigation may provide additional resources for resolving infrastructure challenges in Union Square, consistent with the City’s I/I policy. For purposes of calculating the Offsite Infrastructure Contribution, the square footage of structured parking permitted as a required part of the Project or Future Phases shall be excluded. The fee per square foot of the Offsite Infrastructure Contribution shall be adjusted annually by the change in CPI beginning on the CPI Adjustment Date until the date on which the first fifty percent (50%) of the Offsite Infrastructure Contribution for the applicable building is due and payable as hereinafter described. Fifty percent (50%) of the Offsite Infrastructure Contribution shall be due and payable when the Building Inspector issues the building permit for each building that is part of the Project or the Future Phases and fifty percent (50%) shall be due and payable when the Building Inspector issues the certificate of occupancy for each such building. The portion of the Offsite Infrastructure Contribution due upon the issuance of a building permit as described above the shall be wired to the City in immediately available federal funds within fifteen (15) days after no appeal to such permit is filed, or if filed, is resolved to US2’s satisfaction. Notwithstanding the foregoing, the Offsite Infrastructure Contribution may be made in kind in whole or in part if US2 constructs necessary infrastructure or streetscape elements (which may include streetscape improvements within the area between the back of the street curb and the property line (“Streetscape Area”) to support the Project or Future Phases); provided, however, that the cost of construction of such improvements shall be verified by an independent construction cost estimator agreed to by the parties, and provided further that the sum of the in kind contributions and monetary contributions shall, at minimum, equal the total Offsite Infrastructure Contribution otherwise due and payable for the Project or Future Phase. Notwithstanding the foregoing, the Offsite Infrastructure Contribution obligation for any part of the Project or Future Phase shall be deemed to have been met if all streetscape improvements set forth in the coordinated development plan applicable to such Streetscape Area in a Project, Future Phase or part thereof have been constructed in accordance with such plan to the satisfaction of the City. US2 may, at its election, opt to reimburse the City for the cost of necessary offsite infrastructure constructed by the City for the Project and Future Phases. 3. Community Benefits. Without in any way limiting US2’s obligations under the MDDA, MLDA, or any related land disposition agreement (whether executed by US2 or an affiliate) entered into with the SRA, US2 shall contribute funds in the amount of $1.60 per gross square foot of development of the Project and Future Phases (the “Community Benefits Contribution”) in order to ensure that Union Square’s revitalization and redevelopment can address additional community needs. For purposes of calculating the Community Benefits Contribution, the square footage of structured parking permitted as a required part of the Project and Future Phases shall be excluded. The fee per square foot of the Community Benefits Contribution shall be adjusted annually by the change in CPI beginning on the CPI Adjustment Date until the date on which the Building Inspector issues the first building permit for such building. The Community Benefits Contribution shall be paid as follows:

- 6 - EAST\136606395.14 (a) With respect to the first building that is part of the Project, one-third (33.3%) of the Community Benefits Contribution shall be deposited by US2 in escrow with the City within fifteen (15) days following the adoption of USOD Zoning by favorable vote of the City’s Board of Aldermen pursuant to an escrow agreement between US2 and the City and shall be released from such escrow to the City when the Building Inspector issues the first building permit for such building; an additional one- third (33.3%) shall be payable when the Building Inspector issues the first building permit for such building; and the final one-third (33.4%) shall be payable when the Building Inspector issues the certificate of occupancy for such building. (b) With respect to any other buildings that are part of the Project and Future Phases, fifty percent (50%) of the Community Benefits Contribution shall be due and payable when the Building Inspector issues the first building permit for the applicable building and fifty percent (50%) of the Community Benefits Contribution shall be payable when the Building Inspector issues the certificate of occupancy for each such Building. The portion of the Community Benefits Contribution due upon the issuance of a building permit as described above shall be wired to the City in immediately available federal funds within fifteen (15) days after no appeal to such permit is filed, or if filed, is resolved to US2’s satisfaction. Such Community Benefits Contribution shall be deposited into the stabilization fund to be created for community benefits developer payments, to be disbursed for purposes and in amounts determined by the Community Benefits Committee, as guided by the Neighborhood Council, as hereinafter defined, and approved by the Board of Aldermen. Such purposes may include, but not be limited to: (i) fostering the creation of new jobs in Somerville for Somerville residents; (ii) maintaining and promoting local businesses with a focus on minimizing displacement due to the development; (iii) creating multi-functional civic spaces, (iv ) providing open technologies, connectivity, and policies to support a shared civic innovation platform, (v) improving quality of life by bolstering social capital and community resilience; and (vi) preventing displacement of low-income people in Union Square resulting from speculation and development. 4. Future Phase Contribution. Without in any way limiting US2’s obligations under the MDDA, MLDA or any related land disposition agreement (whether executed by US2 or an affiliate) entered into with the SRA, US2 shall contribute funds in the amount of $2.00 per gross square foot of development of a Future Phase (the “Future Phase Contribution”). The Future Phase Contribution shall be in addition to, and not in substitution of, any payment required of US2 for the GLX Contribution, Offsite Infrastructure Contribution, and/or Community Benefits Contribution required hereunder. The City, in its sole discretion, may allocate all or portions of each Future Phase Contribution to the City’s required GLX contribution, infrastructure, or community benefits needs. For purposes of calculating the Future Phase Contribution, the square footage of structured parking permitted as a required part of the Future Phase shall be excluded. The fee per square foot of the Future Phase Contribution shall be adjusted annually by the change in CPI beginning on the CPI Adjustment Date until the date on which the first fifty percent (50%) of the Future Phase Contribution for such building is due and payable as hereinafter described. Fifty percent (50%) of the Future Phase Contribution shall be due and payable when the Building Inspector issues the building permit for each building that is part of

- 7 - EAST\136606395.14 the applicable Future Phase and fifty percent (50%) shall be due and payable when the Building Inspector issues the certificate of occupancy for each such building. The portion of the Future Phase Contribution due upon the issuance of a building permit as described above the shall be wired to the City in immediately available federal funds within fifteen (15) days after no appeal to such permit is filed, or if filed, is resolved to US2’s satisfaction. The Future Phase Contribution may be offset by verified amounts previously paid by US2 to develop the Union Square Neighborhood Plan, and fund a local small business assistance program provided that the amount of such offset shall not exceed $750,000. 5. Hiring of Somerville Residents and Veterans. When hiring workers for available positions for the various construction trades required to undertake the development and construction of the Project, US2 shall instruct its contractor and subcontractors to use best efforts to hire workers for those positions as follows: first, residents of the City of Somerville who are qualified to perform the work to which the employment relates; second, veterans as defined in M.G.L. c. 4, Section 7 et seq. who are qualified to perform the work to which the employment relates; and third, if workers cannot be obtained in sufficient numbers from the prior two categories, then to other qualified workers. US2 will work cooperatively with public service providers and community based organizations in support of workforce development efforts and local employment initiatives. 6. Jobs Linkage. As a commitment to the working residents of the greater Union Square Area community, US2 agrees to pay a jobs linkage fee of $1.40 per gross square foot of commercial development for the Project, exclusive of the square footage of structured parking permitted as a required part of the Project, and such jobs linkage fee for the Project shall be payable contemporaneously with the payment of any housing linkage fee for the Project as set forth in the Somerville Zoning Ordinance. For Future Phases, US2 agrees to pay the jobs linkage fee at the rate and within the time frames established by any jobs linkage ordinance that is adopted by the City’s Board of Aldermen (a “Jobs Linkage Ordinance”). If a Jobs Linkage Ordinance is enacted that would apply to the Project and would require payments in excess of $1.40 per square foot for the Project, then upon payment thereof, US2 shall be entitled to a credit against the Future Phase Contribution otherwise due hereunder in the amount of such excess. 7. Community Benefits Agreement Negotiations. US2 agrees to negotiate in good faith a Community Benefits Agreement (“CBA”) with the Union Square neighborhood council or interim council, when such council has been duly formed and recognized in accordance with the City’s Community Benefits Committee ordinance to be promulgated by the City (the “Neighborhood Council”). The CBA shall set forth the agreements of the parties thereto on matters allowable under applicable law and not otherwise included in USOD Zoning or in this Covenant, which may include, but not be limited to: (i) fostering the creation of new jobs and local hiring programs in Somerville; (ii) maintaining and promoting local businesses with a focus on minimizing displacement due to the development; (iii) creating multi-functional community spaces, (iv) providing open technologies, connectivity, and policies to support a shared civic innovation platform; (v) improving quality of life by bolstering social capital and community resilience; (vi) preventing displacement of low-income people in Union Square resulting from speculation and development; and (vii) such other matters as the parties may agree upon.

- 8 - EAST\136606395.14 8. Unencumbered Development Rights. US2 represents, warrants and covenants that the development rights provided in this Covenant are and will remain unencumbered, and shall ensure that any mortgagee of record shall subordinate the lien of its mortgage to any land disposition agreement relating to the Project or the Future Phases and this Covenant. 9. Notice to Mortgagees. If the City gives written notice to US2 of a default under this Covenant, the City simultaneously shall furnish a copy of such notice to each of the mortgagees of record of the Property or Future Phases of which the City has written notice. If US2 has received notice from the City of a default under this Covenant and such breach is not cured by US2 before the expiration of the cure period set forth in Section 8 hereof, the holders of record of mortgages and construction loan agreements on the Property or Future Phases may, but shall not be obligated to, cure any such breach upon giving written notice of their intention to do so to the City within thirty (30) days after such holder receives such notice of breach, and shall thereupon proceed with diligence to continuously cure such breach. 10. Challenges to USOD Zoning. If a lawsuit is filed by a third party challenging the USOD Zoning, the City shall defend any such appeal, and the City shall oppose such lawsuit. US2 shall have the right to join the City in defending and opposing the same and pursuing a prompt judicial determination with respect to such a challenge to the USOD Zoning. As long as US2 remains the SRA’s Master Developer, US2 agrees to share in the City’s costs of defending any third party challenge to the USOD Zoning. 11. Default/Cure. With respect to US2’s obligations hereunder, US2 shall have (a) ten (10) business days to cure any monetary default hereunder following receipt of written notice from the City; and (b) thirty (30) days to cure any non-monetary default following receipt of written notice from the City, provided that if the default is of such a nature that it cannot be cured with thirty (30) days, US2 shall not be in default if it has commenced to cure such default hereunder within said thirty (30) day period and diligently and continuously prosecutes such cure to completion, not to exceed ninety (90) days in the aggregate. A default under this Covenant relating to the Project or Future Phases beyond any applicable cure periods shall be considered an event of default under the MDDA, MLDA, and any land disposition agreement applicable to the portion of the Project or Future Phases with respect to which such default has occurred. No default hereunder with respect to a particular portion of the Project or Future Phase shall constitute a default with respect to any other portion of the Project or Future Phase, except as otherwise provided in the MLDA. 12. Disputes. If a dispute arises concerning the performance of either party hereunder, prior to resorting to court, the parties first shall provide notice to the other and shall meet and work in good faith either directly or with the assistance of a mutually-agreed third party to attempt to resolve their dispute in a prompt manner. If the dispute has not been resolved as aforesaid within ninety (90) days of its inception, either party shall be free to seek a judicial remedy. 13. Notices. Any notice hereunder shall be in writing and shall be deemed duly given if (a) mailed by certified or registered mail, postage and registration charges prepaid, on the third day after deposit in US Mail; (b) by overnight delivery service with receipt, on the next business

- 9 - EAST\136606395.14 day after deposit with delivery services; or (c) by hand delivery on the day of actual receipt, to the parties at the addresses set forth below: The City: Somerville City Hall 93 Highland Avenue Somerville, MA 02143 Attention: Mayor and to: Somerville City Hall 93 Highland Avenue Somerville, MA 02143 Attention: City Solicitor US2: Union Square Station Associates LLC 31 Union Square Somerville, MA 02143 Attention: Greg Karczewski and to: Union Square Station Associates LLC 225 N. Columbus Drive, Suite 100 Chicago, IL 60601 Attention: Richard Stein and James Loewenberg and to: DLA Piper LLP (US) 33 Arch Street, 26th Floor Boston, MA 02110 Attention: John E. Rattigan, Jr., Esq. Any address or name specified above may be changed by notice given to the addressee by the other party in accordance with this Section 13. The inability to deliver notice because of a changed address of which no notice was given as provided above, or because of rejection or other refusal to accept any notice, shall be deemed to be the receipt of the notice as of the date of such inability to deliver or rejection or refusal to accept. Any notice to be given by any party hereto may be given by counsel for such party. 14. Certificates. Upon twenty (20) days written request from one party, the other party shall execute a certificate in form appropriate for recording with the Middlesex South Registry of Deeds and filing with the Middlesex South Registry District of the Land Court, as applicable, addressed to such requesting party and/or its lender, title insurance company, prospective purchaser, tenant or other interested party, confirming that this Covenant is in full force and effect (or, if not, that this Covenant has terminated), attaching a complete copy thereof, and certifying that the requesting party is in compliance with its obligations hereunder or, if not, specifying the respects in which the requesting party is not in compliance or that this Covenant has terminated, if applicable. Nothing in this Section 14 shall be deemed to give US2 the unilateral right to amend or terminate this Covenant. Any amendment or termination of this Covenant shall require the execution of an instrument by the City.

- 10 - EAST\136606395.14 15. Successors and Assigns. The provisions of this Covenant shall run with the Property and Future Phases and shall inure to the benefit of and be binding upon US2 and the City, and their respective successors and assigns. All references to US2 shall include its successors and assigns. This Covenant shall not bind or affect the independent powers of any official, authority, agency or board of the City including, without limitation, the Mayor, the Board of Aldermen, the SRA, the Planning Board, the Board of Appeals, the Historic Commission, the Conservation Commission and/or the Building Inspector. 16. Representations, Warranties and Covenants. US2 hereby represents, warrants, covenants and acknowledges to the City that (A) US2 is a Delaware limited liability company duly formed, validly existing and in good standing under the laws of the State of Delaware; (B) this Covenant constitutes a valid and legally binding obligation of US2, enforceable against US2 in accordance with its terms; (C) neither the execution, delivery or performance of this Covenant nor compliance herewith conflicts with or will conflict with or results or will result in a breach of or constitutes or will constitute a default under (a) the charter documents or operating agreement of US2, (b) any law or any order, writ, injunction or decree of any court or governmental authority applicable to US2 or (c) any agreement or instrument to which US2 is a party by which it is bound; and (D) no authorization, consent, or approval of any governmental authority (including courts) is required for the execution and delivery by US2 of this Covenant or the performance of its obligations hereunder. 17. Time of the Essence. All times set forth herein shall be of the essence. 18. USOD Zoning. This Covenant is contingent upon the adoption, without material changes by favorable vote of the City’s Board of Aldermen by May 31, 2017 (the “USOD Adoption Outside Date”) of the USOD Zoning in the folio attached hereto as Exhibit B including amendments or supplements with modifications substantially similar to those recommended by the City’s Director of Planning & Zoning as set forth in Exhibit C. If changes are made to Exhibit B other than those substantially similar to those modifications outlined in Exhibit C prior to the Board vote and US2 determines that such changes do not materially interfere with its plans for the Property, then, at the City’s request, US2 shall execute and deliver a certificate to the City stating such fact prior to the vote by the Board of Aldermen. If the Board has not so voted by the USOD Adoption Outside Date, either party may terminate this Covenant by written notice to the other. Nothing herein shall be deemed to create an obligation on the part of the City or the Somerville Board of Aldermen to adopt the USOD Zoning or any other zoning or general ordinance or amendment thereto. 19. No Limitation on City’s Authority. Nothing contained in this Covenant shall in any way negate, limit or restrict the SRA’s or the City’s jurisdiction and authority over this Project or Future Phases, including, without limitation, jurisdiction under applicable provisions of the Somerville Zoning Ordinance, the MDDA, MLDA or any land disposition agreement relating to the Project or the Future Phases. 20. Effectiveness and Duration. The obligations of US2 under this Covenant shall become effective upon the date that is the later to occur of (i) the adoption of the USOD Zoning in accordance with Section 18 above or (ii) the full execution of the MLDA. Except as

- 11 - EAST\136606395.14 provided in this Section 20 or otherwise in this Covenant, this Covenant shall be enforceable for the maximum period permitted by applicable law. (a) If a third party timely commences legal proceedings claiming invalidity of the USOD Zoning and as a result of such proceeding the USOD Zoning is finally adjudicated to be invalid by decision of a court of competent jurisdiction (and all appeal periods with respect to such decision have lapsed), then either party may terminate this Covenant upon ten (10) days’ prior written notice to the other. (b) Upon the full performance by US2 of all of its obligations hereunder, the City shall, at US2’s request, deliver to US2 a statement in a form appropriate for recording with the Middlesex South Registry of Deeds and filing with the Middlesex South Registry District of the Land Court, as applicable, stating that all of the terms of this Covenant have been satisfied and that this Covenant is of no further force and effect. 21. Force Majeure. The performance of US2’s obligations hereunder and the timeframes applicable to US2 hereunder shall be tolled during the continuance of any event of force majeure. As used herein, force majeure shall mean any cause beyond US2’s reasonable control including, without limitation, (a) permitting and regulatory delays caused by public authority or third parties, (b) litigation or administrative appeals, (c) strikes or labor shortages, (d) shortages of materials not reasonably foreseeable, (e) adverse weather conditions, (f) fire or other casualty, or (g) other like cause; provided, however, that changes in market conditions and the availability of financing shall not be deemed force majeure for purposes hereof and provided further that such event actually must have caused the delay. 22. Termination. In the event that this Covenant is subsequently terminated in accordance with its terms, US2, and the City each agree, promptly upon the request of the other, to execute a Termination of this Covenant in such form as may be necessary for its recording with the Middlesex South Registry of Deeds and its filing with the Middlesex South Registry District of the Land Court, as applicable 23. Counterparts. This Covenant may be executed in two or more counterparts, each of which shall be deemed an original and all of which shall constitute one and the same Covenant, binding upon the parties hereto, notwithstanding that all of the parties may not be signatories to the same counterpart. 24. Governing Law. This Agreement shall be governed by the laws of the Commonwealth of Massachusetts. 25. Other Projects. The City agrees that this Covenant and the contributions expected to be paid hereunder are intended to be applied fairly to all development projects in the Neighborhood Plan Area, so that all such projects are contributing similarly toward the City GLX Contribution, infrastructure improvements and other community benefits contemplated hereunder. As part of reviewing any application for a Coordinated Development Plan Special Permit under the USOD Zoning, the City agrees that its Director of Planning & Zoning will recommend to the Planning Board the inclusion of the following language as a condition to the

- 12 - EAST\136606395.14 Coordinated Development Plan Special Permit in satisfaction of the requirements of Section 6.7.5.C.6.c of the USOD Zoning: The issuance of a building permit for any development project permitted pursuant to this Coordinated Development Plan Special Permit shall be conditioned upon a letter of certification by the Director of Planning and Zoning to the Superintendent of Inspectional Services stating that (i) the applicant is a party to or otherwise subject to that certain Development Covenant between Union Square Station Associates LLC and the City of Somerville dated ______, as amended, and (ii) the applicant is proceeding in accordance and in compliance with all provisions of such Development Covenant applicable to the development project for which a permit is being requested. 26. Definition of CPI. As used in this Covenant, “CPI” means the Consumer Price Index for All Urban Consumers published by the Bureau of Labor Statistics of the United States Department of Labor, Boston-Brockton-Nashua, MA-NH-ME-CT, All Items (1982-84 = 100), or any successor index thereto, appropriately adjusted and most recently published as of the date of any determination hereunder. In the event that the Consumer Price Index is converted to a different standard reference base or otherwise revised, the determination of adjustments provided for herein shall be made with the use of such conversion factor, formula or table for converting the Consumer Price Index as may be published by the Bureau of Labor Statistics or, if said Bureau shall not publish the same, then with the use of such conversion factor, formula or table as may be published by Prentice Hall, Inc., or any other nationally recognized publisher of similar statistical information. If the Consumer Price Index ceases to be published, and there is no successor thereto, such other index as the City and US2 shall agree upon in writing shall be substituted for the Consumer Price Index. [REMAINDER OF PAGE LEFT INTENTIONALLY BLANK]

[Signature Page – Development Covenant] IN WITNESS WHEREOF, US2 and the City have executed this Covenant under seal as of the day and year first above written. CITY: CITY OF SOMERVILLE By: Joseph A. Curtatone, Mayor Approved as to form: By: Francis X. Wright, Jr., City Solicitor COMMONWEALTH OF MASSACHUSETTS Middlesex, ss. On this ___ day of ______________, 2017, before me personally appeared the above- named Joseph A. Curtatone, as Mayor of the City of Somerville, who proved to me through satisfactory evidence of identification, which was ______________________________, to be the person whose name is signed on the preceding instrument, and acknowledged to me that such person signed said instrument voluntarily for its stated purpose as his/her free act and deed in such capacity. Notary Public: My commission expires:

EAST\136606395.14 EXHIBIT A PROPERTY DESCRIPTION Block D-2 (D-2 Block) Parcel G – 42 Prospect Street This parcel is currently owned by the City of Somerville pursuant to eminent domain Taking in fee simple for layout of State Highway dated February 11, 1981 and recorded with the Registry in Book 14224, Page 180. Parcel J – Vacant Lot at corner of Somerville Ave & Prospect Street The City of Somerville has owned this parcel since at least 1874. NOTE: According to recorded plans and atlases, the examiner is unable to determine how the City acquired title. Parcel A – 4 Milk Place This parcel is currently owned by the Somerville Redevelopment Authority pursuant to Order of Taking in fee simple by eminent domain for Urban Renewal Plan dated May 29, 2013 and recorded with the Registry in Book 61890, Page 47. Parcel B – 20-22 Prospect Street This parcel is currently owned by the Somerville Redevelopment Authority pursuant to a Deed dated February 28, 2002 and recorded with the Registry in Book 34934, Page 102. Parcel C – 26 Prospect Street This parcel is currently owned by the Somerville Redevelopment Authority pursuant to Order of Taking in fee simple by eminent domain for Urban Renewal Plan dated May 29, 2013 and recorded with the Registry in Book 61890, Page 47. Parcel D – 27 Bennett Street This parcel is currently owned by the Somerville Redevelopment Authority pursuant to Order of Taking in fee simple by eminent domain for Urban Renewal Plan dated May 29, 2013 and recorded with the Registry in Book 61890, Page 47. Parcel E – 30 Prospect Street This parcel is currently owned by the Somerville Redevelopment Authority pursuant to Order of Taking in fee simple by eminent domain for Urban Renewal Plan dated May 29, 2013 and recorded with the Registry in Book 61890, Page 47. Parcel F – 40-44 Bennett Street This parcel is currently owned by the Somerville Redevelopment Authority pursuant to Order of Taking in fee simple by eminent domain for Urban Renewal Plan dated May 29, 2013 and recorded with the Registry in Book 61890, Page 47. Parcel H – 49-51 Allen Street This parcel is currently owned by the Somerville Redevelopment Authority pursuant to Order of Taking in fee simple by eminent domain for Urban Renewal Plan dated May 29, 2013 and recorded with the Registry in Book 61890, Page 47. Parcel I – 258 Somerville Avenue This parcel is currently owned by the Somerville Redevelopment Authority pursuant to a Deed dated May 3, 2012 and recorded with the Registry in Book 59656, Page 226.

EAST\136606395.14 Parcel EE – 50 Prospect Street This parcel is currently owned by the Somerville Redevelopment Authority pursuant to Order of Taking in fee simple by eminent domain for Urban Renewal Plan dated May 29, 2013 and recorded with the Registry in Book 61890, Page 47.

EAST\136606395.14 EXHIBIT B USOD ZONING [ATTACHED]

1 CITY OF SOMERVILLE ORDINANCE NO. ___________ IN THE BOARD OF ALDERMEN: _______________ AN ORDINANCE AMENDING THE SOMERVILLE ZONING ORDINANCE TO CREATE A NEW “CCD-55 COMMERCIAL” SUBDISTRICT, A NEW “CCD-45 COMMERCIAL” SUBDISTRICT, A NEW SECTION 5.8: COORDINATED DEVELOPMENT SPECIAL PERMIT, A NEW SECTION 6.7: UNION SQUARE OVERLAY DISTRICT, AND TO MAKE RELATED CHANGES TO ARTICLE 5 AND THE SOMERVILLE ZONING MAP. WHEREAS, in 2012, the Somerville Redevelopment Authority, Somerville Board of Aldermen, and the Massachusetts Department of Housing and Community Development approved a Revitalization Plan for Union Square as an Urban Renewal Plan pursuant to M.G.L. Chapter 121B; and, WHEREAS, the Union Square Revitalization Plan identified seven key development parcels (the “D Parcels”) and initiated a process to select a development partner (a "Master Developer") that could redevelop those parcels; and, WHEREAS, the City of Somerville has carried out a seventeen month community-based planning process for Union Square, which has culminated in the adoption of the Union Square Neighborhood Plan by the City of Somerville Planning Board; and, WHEREAS, the City of Somerville has selected a Master Developer for the seven D Parcels and seeks to adopt new zoning in order to facilitate the development of the D Parcels in a comprehensive manner consistent with the Union Square Neighborhood Plan; and, WHEREAS, consistent with the focus on creating a new mixed-use urban employment center in Union Square, the Union Square Neighborhood Plan recommends (i) establishing a commercial core zoning district for properties where only commercial development is desired and (ii) adopting new zoning regulations and creating a development review process to facilitate the coordinated redevelopment of the D Parcels; and, WHEREAS, the proposal establishes regulations supporting the development of a comprehensively planned neighborhood of mixed-use, moderate- to high-density development within easy walking distance to transit that will support the development of Union Square as an mixed-use urban employment center with a commercial core; and, WHEREAS, the proposal emphasizes the importance of transit connectivity and transit-oriented-development that is central to the Green Line Extension Project and will enable to City to leverage its recent to contribute $50 million toward the Green Line Extension Project to promote economic development at this key location; and, WHEREAS, the adoption of new zoning for Union Square is a critical step towards realizing the economic and community benefits available to the City by virtue of its investment in the Green Line Extension Project; THEREFORE, be it adopted by the Board of Aldermen, in session assembled, that the below listed sections of the Somerville Zoning Ordinance are hereby adopted and

2 amended as identified and the Zoning Map of the City of Somerville is hereby amended with the changes shown in the attached maps.

3 (Text that is removed is crossed-out in-red and additions are underlined in blue) ARTICLE 5 5.4.6 Findings and Compliance A. The Planning Board shall approve a design and site plan upon making positive findings as indicated for the specific district where the design and site plan review process is authorized approve an application for Design & Site Plan Review upon verifying that the submitted plan conforms with the provisions of this Ordinance and demonstrates consistency to the following: 1. the adopted comprehensive Master Plan of the City of Somerville and other existing policy plans and standards established by the City; 2. the purpose of this Ordinance in general; 3. the purpose of the district where the property is located; and 4. considerations indicated elsewhere in this Ordinance for the required Design & Site Plan Review. (Insert Appendix A) ARTICLE 6 Sec. 6.1.22. Corridor Commercial Districts (CCDs). The CCD has two four sub-districts, which are distinguished solely by their respective height and density regulations, and, in the case of the CCD-55 Commercial and the CCD-45 Commercial sub-districts, additionally by their permitted uses. These The applicable height and density regulations for the CCD sub-districts are shown in Section 8.5 Table of Dimensional Requirements. • CCD-45. This sub-district shall provide for mixed-use or commercial development at a small to mid-rise scale. • CCD-55. This sub-district shall provide for mixed-use or commercial development at a mid-rise scale. • CCD-45 Commercial. This sub-district is identical to the CCD-45 subdistrict, but excludes Use Cluster E (Residential) uses from the permitted uses as more particularly set forth in Section 6.1.22.E below. • CCD-55 Commercial. This sub-district is identical to the CCD-55 subdistrict, but excludes Use Cluster E (Residential) uses from the permitted uses as more particularly set forth in Section 6.1.22.E below. The following Use Clusters, as defined in Section 7.13 (Table of Use Clusters), are permitted within the CCDs: A. Office/R&D/Institutional Uses F. Other Accommodations B. Small Retail and Service (less than 1,500 net square feet) G. Educational/Recreational Services C.Medium Retail and Service (1,500 to 10,000 net square feet) I. Other Use D.Eating and Drinking J. Protected Uses E. Residential(1)(2) K. Large Retail and Service (more than 10,000 net square feet) Note (1): In the CCDs, residential uses shall not be permitted on the first floor facing the "corridor" street(s) except in structures that were historically residential on the Ground Floor. Residential first floor uses may occupy rear portions of CCD structures where they face side streets. Note (2): Residential uses are not permitted in the CCD-45 Commercial and the CCD-55 Commercial sub-districts. (Insert Appendix B)

4 Appendix A 5.9 COORDINATED DEVELOPMENT SPECIAL PERMIT 5.9.1 Purpose A. The purpose of a Coordinated Development Special Permit is to allow for the discretionary review of a plan that establishes general phasing and development parameters for development involving multiple lots, provides analysis of impacts related to the build out of all phases, and identifies subsequent development review necessary as multi-phased development proceeds across the various lots. B. The Coordinated Development Special Permit process provides an applicant with the opportunity to submit a plan illustrating a framework for future development without preparing detailed site plans or architectural and engineering drawings for thoroughfares, civic spaces, and buildings that can be approved separately, at a later date, in subsequent Design & Site Plan Review applications as project phases and individual lots are built out. C. Approval of a Coordinated Development Special Permit authorizes only that an applicant can move forward with subsequent development review required elsewhere in this Ordinance and does not establish any vested right to develop property. 5.9.2 Applicability A. A Coordinated Development Special Permit is available only as specifically authorized by this Ordinance. B. The approval or denial of a Coordinated Development Special Permit application is discretionary. C. Approval of a Coordinated Development Special Permit authorizes the Building Official to accept applications for subsequent development review required by this Ordinance. 5.9.3 Authority A. The Planning Board reviews and decides all applications for a Coordinated Development Special Permit. 5.9.4 Procedure A. Applications for a Coordinated Development Special Permit are subject to Section 5.3 of this Ordinance. 5.9.5 Review Criteria A. In its discretion to approve or deny an application for a Coordinated Development Special Permit, the Planning Board shall consider the following: 1. consistency with the adopted comprehensive Master Plan of the City of Somerville, existing policy plans and standards established by the City, and to other plans deemed to be appropriate by the Planning Board; 2. the purpose of this Ordinance in general; 3. the purpose of the overlay district where the property is located; and 4. considerations indicated elsewhere in this Ordinance for Coordinated Development Special Permit approval. 5.9.6 Plan Revisions A. In lieu of the findings of 5.3.8.1.a, proposed revisions to any approved Coordinated Development Special Permit application may only be considered de minimus if the Planning Director finds that the revision: 1. Does not contravene the previously published public notice, any finding, or attached condition made by the Planning Board for the original application; 2. Does not detrimentally impact matters of substance identified in the meeting minutes of the neighborhood meeting, design review, or public hearing for the original application; 3. Features changes that are insignificant to the degree that persons familiar with the original application would not notice a substantial change in operational or built outcome. 4. Does not relocate, increase, or decrease by more than ten percent (10%) of any non- residential floor space, residential dwelling units, parking spaces, or requirements met through off-site compliance.

5 Appendix B 6.7 UNION SQUARE OVERLAY DISTRICT (USOD) 6.7.1 Intent A. To facilitate the coordinated redevelopment of multiple parcels located within close walking distance to the future Union Square T-station and accommodate mixed-use, mid-rise and high-rise development that will support the transformation of Union Square into urban employment center. 6.7.2 Purpose A. To fulfill the goals of SomerVision, the comprehensive Master Plan of the City of Somerville, the 2003 Union Square Master Plan, the 2012 Union Square Revitalization Plan, and the 2016 Union Square Neighborhood Plan, as amended. B. To permit the off-site compliance of certain requirements as specifically indicated elsewhere in this section. C. To permit flexibility in the legal subdivision or parcelization of land for development that maintains consistency with the urban design provisions of this section. D. To provide the community with a predictable outcome from development and redevelopment by permitting specific Building Types and uses according to sub-district mapped for specific sites within the Union Square Overlay District. E. To require a Coordinated Development Special Permit for transformational redevelopment according to the provisions of the Union Square Overlay District. F. To permit Building Types by design & site plan review following the discretionary review and approval of a COORDINATED DEVELOPMENT PLAN. 6.7.3 Applicability A. Development within the USOD may comply with all of the provisions of this Section or, in the alternative, with all of the provisions of the underlying base zoning district applicable for each property. B. Where the provisions of this Section conflict with those found elsewhere in this Ordinance, the provisions of this Section apply. C. Where no such conflict exists, the following Articles of the Somerville Zoning Ordinance are applicable to development within the USOD: 1. Article 1 Purpose & Scope 2. Article 2 Definitions 3. Article 3 Enforcement, Board of Appeals, and Amendments 4. Article 4 Nonconforming Uses and Structures 5. Article 5 Administration 6. Article 6 Establishment of Zoning Districts 7. Article 10 Landscaping & Screening 8. Article 13 Inclusionary Housing 9. Article 14 Wireless Communications 10. Article 15 Linkage 11. Article 18 General Provisions 6.7.4 Definitions A. Words, phrases, and terms not defined in this Section are subject to Article 2 of the Somerville Zoning Ordinance. Abut or Abutting: To physically touch or share a contiguous boundary or border, such as a common lot line, or to be separated only by an Alley or shared driveway. Access: The way or means to enter and leave. Accessory Use: A use(s) of a lot, structure or portion thereof that is incidental and related to a principal building or use of land and located on the same lot as the principal building or use of land. Adjacent: See abut or abutting. Allee: Objects places in a straight line.

6 Alley: A thoroughfare, located internal to a block and providing Access to the rear of buildings, loading facilities, service areas, trash storage, motor vehicle parking, and usually containing easements for dry utilities. Amenity Space A feature of a lot or building that provides outdoor social, recreational, and/or leisure space for the comfort and/or convenience of the residents of a building. Ancillary: Providing necessary support for the operation of a principal use. Auto-Oriented: Principal uses that provide for the sale, rental, maintenance, repair, or storage of new or used vehicles or equipment. Average Ground Level: The mean (average) of the finished ground level next to a building at the exterior walls. Balcony: A building component consisting of a platform with a railing that provides outdoor Amenity Space. Bay, Architectural: An area of a facade between two buttresses, pilasters, columns, piers (flat wall), curtain wall mullions, vertical spandrel glass, or other equivalent architectural features. Bay Window: A building component consisting of a window assembly extending from the main body of a building to permit increased light, multi- directional views, and to articulate a building facade. Bay windows also include box and bow windows. Bicycle Parking, Long-Term: Accommodations for the parking of a bicycle for two (2) or more hours. Bicycle Parking, Short-Term: Accommodations for the parking of a bicycle for two (2) hours or less. Blank Wall: A portion of any facade of a building that does not include a substantial material change; windows, doors, columns, pilasters or other articulation.. Block: The aggregate land area circumscribed by thoroughfares or other rights-of-way. Block Face: The aggregate of all front lot lines, and Alleys, if present, on one side of a Block. Building Type: A classification or kind of structure characterized and differentiated by its placement on a lot, massing, composition, use, and features. Building Width: The length (feet) of the Main Body a building measured parallel to the front lot line. Caliper: A measurement of the diameter of a tree trunk. For trees less than four (4) inches in diameter, caliper is measured six (6) inches from the ground. For trees between four (4) inches and twelve (12) inches in diameter, caliper is measured twelve (12) inches from the ground. Civic Space: A Lot designed as an outdoor open space to support social and recreational activities. Civic space types are defined by the combination of certain characteristics, including the interrelationship between intended use, size, landscaping, and abutting uses. Clearance: The height above the sidewalk or other surface, as specified, of the bottom edge of an object or building component. Clerestory Window: A horizontal pane of glass between a storefront and the second story of a building that provides additional light into a ground level commercial space. Commercial: A term collectively defining permitted uses from all non-residential use categories, excluding parking. Deck: A roofless, raised platform accessible from a secondary entrance to a building that provides outdoor Amenity Space. Desire Line: A route that pedestrians prefer to take to get from one location to another. Development: The construction, reconstruction, alteration, expansion, extension, relocation, enlargement or structural change of any building or

7 structure; excavation, land fill, or mining; any use or change in use of any building or structure or land; or any expansion in the use of land. Display Case: A wall mounted, lockable, framed cabinet with a transparent window to display a changeable menu or list of event show times and is viewed at close range by pedestrians. Elevation: Height relative to mean sea level. Employer: A person or business that employs one or more people for wages or salary. Encroach: To break the plane of a vertical or horizontal regulatory limit with a structural element, so that it extends into a setback or over the sidewalk of a public right-of-way. Encroachment: Any structural element that encroaches. Façade: The exterior wall of a building oriented in whole or in part toward a front lot line or civic space. Facade Build-out: The minimum width a facade must be built within a setback area or in relation to a build-to line along the primary frontage. Fenestration: The openings in the façade of a building, including windows and doors, but excluding entrances for parking, loading, and service facilities. Floor Area, Gross: The sum area of all floors or Accessible levels of a building as measured to the perimeter of the exterior faces of the walls with no deduction for corridors, stairs, closets, thickness of walls, columns or other features. Floor Area, Leasable: Gross floor area included in a commercial lease. Floor Area, Net: The sum area of all floors or Accessible levels of a building as measured to the perimeter of the exterior faces of the walls, including enclosed porches, but excluding areas used for accessory garage purposes, basement and cellar areas devoted exclusively to storage and mechanical uses accessory to the operation of the building, off- street loading facilities, malls, plazas, elevator shafts, escalators, stairways and stair landings, and those areas used for the storage, operation, or maintenance of mechanical equipment such as air conditioning and heating apparatus. Floor Plate: The total gross floor area of a single story of a building, excluding balconies. Frontage Type: The area of a lot between the facade of a building and the front lot line, extending fully to each side lot line and including all built and landscape components. Furniture Area: An area of an Amenity Space that allows for the placement of furniture without restricting the movement of pedestrians. Generating Site: A building that generates a required amount of floor area dedicated to arts & creative enterprise principal uses or a required number of affordable dwelling units. High-Rise: Any building taller than seventy (70) feet above average ground level. Hotel: A commercial building(s) with guest rooms designed primarily for sleeping, and usually including a lobby, reception area, conference rooms, recreational amenities, and common kitchen cooking facility(- ies) providing meals for paying guests in a dining room(s) or restaurant(s). Large Tree: A woody plant with an expected mature height of thirty (30) feet or more. Lot: A bounded area of land undivided by a public way intended for the purpose of sale, legacy, or development at any time. Lot, Corner: A lot fronting two (2) or more thoroughfares at their intersection.

8 Lot, Flag: A lot in the approximate configuration of a flag pole or sign post, with the pole or post functioning primarily as an access way to the main area of the lot from the thoroughfare providing access. Lot, Interior: A lot fronting one thoroughfare and abutting other lots at both sides. Lot, Key: A lot with a side lot line abutting the rear lot line of another lot. Lot, Landlocked: A bounded area of land with no frontage. Lot, Pork Chop: See Lot, Flag. Lot, Through: A lot fronting on two (2) or more thoroughfares, including parallel thoroughfares and thoroughfares that do not intersect at the boundaries of the lot. Lot Line: The boundary that legally and geometrically demarcates a lot, civic space, or other parcel of land. Lot Line, Hypothetical A lot line superimposed over an official plot plan indicating the boundaries of a lot for the purpose of development review, but not officially recorded with the Registry of Deeds or Land Court. Lot Line Adjustment: Reconfiguration of the boundary line between two Abutting lots or parcels of land, whether they are commonly owned or not and whether the resulting shift of ground from one parcel to another is minor or substantial. Lot Line, Front: Any lot line abutting a thoroughfare, other than an Alley, or civic space. Lot Line, Party: A side lot line shared between two attached or semi-detached Building Types. Lot Line, Rear: Any lot line that is parallel to or within forty-five (45) degrees of being parallel to a front lot line. Lot Line, Side: Any lot line other than a front or rear lot line. Lot Merger: The consolidation of two (2) or more Abutting lots or parcels of land and resulting elimination of the lot lines that previously separated them. Lot Split: The division of a lot or parcel of land into two (2) smaller lots or parcels of land. Lot Width: The length of the front lot line of a lot. Master Plan: A document providing a basis for decision making regarding the long- term community development of the City of Somerville, as approved by the Planning Board per MGL 41, 81D. Main Body: The primary massing of a Principal Building Type, excluding building components. Mezzanine: An intermediate floor level between the floor and ceiling of a story. Mobility Management: A broad range of strategies intended to reduce automobile trips. The alteration of travel behavior through a program of incentives, services, and policies, including encouraging the use of alternatives to single-occupant vehicles such as public transit, cycling, walking, carpooling/ vanpooling and changes in work schedule that move trips out of the peak period or eliminate them altogether. Mulch: A protective covering consisting of organic materials customarily used in landscaping and placed around plants to retain soil moisture, retard erosion, shield roots from freezing, and inhibit weed growth. North-Facing: Within 45 degrees of due north. Outdoor Cafe Seating: Outdoor seating located in a frontage or on a public sidewalk that is provided with table service. Outdoor Display: The outdoor exhibition or presentation of products and merchandise available for sale. Outdoor Storage: The storage of merchandise or material in boxes, in crates, on pallets or other kinds of shipping containers, garden supplies, building supplies, plants, vehicles, and other similar equipment, inventory,

9 materials, merchandise, or supplies not normally brought indoors overnight. Patio: A hard-surfaced Amenity Space having no permanent roof coverings, usually directly Adjacent to a building, and constructed such that its finished walking surface is laid or poured directly on finished grade. Pervious Area (Permeable): The area of a lot covered by soil, mulch, vegetation, and permeable, pervious, or pourous surfaces or materials that reduce or eliminate the amount or rate of stormwater runoff directed into the sewer or storm system. Pier: A section of a wall between windows or other openings in the exterior wall of a building. Podium: The lower portion(s) of certain high-rise buildings, limited in height and designed to minimize the impact of wind flows redirected by adjoining towers and to spatially define the public realm of nearby thoroughfares, private-owned public spaces, and civic spaces. Point Tower: A residential tower composed of apartments surrounding a central elevator core. Principal Building: A building or structure designed, used, or occupied for the principal use(s) of a given lot or site. Principal Entrance: The main point of Access for pedestrians into a building, upper story use, or ground floor tenant space. Rail Right-of-Way: The way for any rail service, including, but not limited to, the rail tracks, guideways, overhead power lines, and shoulder. Receiving Site: Any lot or building that provides off-site compliance for arts & creative enterprise space, and/or affordable housing requirements of a generating site. Sign: Any permanent or temporary name, identification, description, emblem, logo, structure, or device, that is illuminated or non- illuminated; visible or intended to be visible from any public place; and directs attention to a person, product, place, activity, institution, business, organization, activity, or service including any letter, numeral, character, figure, emblem, painting, illustration, banner, pennant, placard, or temporary sign designed to advertise, identify, solicit, or convey information. Signs include devices designed to attract the eye by intermittent or repeated motion and any permanently installed or situated merchandise, including any banner, pennant, placard, or temporary sign, with the exception of window displays. Flags of the United States and the Commonwealth of Massachusetts are not signs. Sign Band: A wall area of a non-residential building built along the entire width of a principal or secondary frontage allocated for the placement of a sign above a shopfront or at the cornice. Slope: The ratio of vertical to horizontal distance. Soil Volume: An amount of soil provided for a tree, calculated as the horizontal area of open or covered soil multiplied by three (3) feet of depth. Stallriser: A section of wall below a storefront display window. Story: A habitable level within a building. Structural Cells: A subsurface system that supports the weight of sidewalks and other paved surfaces and is filled with uncompacted soil. Suspended Pavement: Pavement slabs spanning supports that allow soil under sidewalks and other paved surfaces to remain uncompacted. Terminated Vista: A location at the axial conclusion of a thoroughfare. Thoroughfare: A public or private way for use by vehicular and pedestrian traffic and providing access to lots and civic spaces. Tower: Any portion of a high-rise building above seventy (70) feet.

10 Tree Pit: A three (3) foot deep pit filled with soil for the planting and growth of a tree. Tree pits have surface area open to air and water flow. Trip Reduction: Reducing in the number of work-related trips made by single- occupant vehicles. Vegetative Landscape: Organic and inorganic plant or earthen materials such as grass and other ground covers; trees, bushes, shurbs, vines, and other horticultural materials; and decorative surfacing such as wood chips; crushed stone, gravel, and shell; mulch; and pea gravel/washed stone. 6.7.5 Development Review A. Authority 1. The Planning Board is the review authority for all development review in the USOD, including Special Permits and Design and Site Plan Review, but excluding Variances. B. Review Process 1. Development within the USOD requires a two- (2) stage permitting process. First, a Coordinated Development Special Permit is required as a prerequisite to the development review for any individual lot. Second, Design & Site Plan Review is required for the development of any individual lot as a building or civic space, the construction or reconstruction of any thoroughfare, and the subdivision of a development site. 2. Additionally, proposed development on an individual lot may or may not necessitate the need for a Special Permit required by this Section or a Variance based on the nature of the proposal. 3. Lot splits, lot mergers, and lot line adjustments are considered minor projects subject to the Rules and Regulations of the Planning Board. C. Coordinated Development Planning 1. Applicability a. A Coordinated Development Special Permit, in accordance with the provisions of Section 5.8, is required prior to the development of any lot. b. Development sites must include a minimum of two (2) lots (existing or proposed) and at least six hundred and seventy-five thousand (675,000) square feet of land area. 2. Review Process a. The following steps are required for a Coordinated Development Special Permit: i. Preliminary Review (a) Step 1: Pre-Submittal Meeting (b) Step 2: Neighborhood Meeting ii. Discretionary Review (a) Step 3: Public Hearing 3. Preliminary Review a. Pre-Submittal Meeting i. Procedure (a) Development review applications requiring a Coordinated Development Special Permit are not considered complete until a pre-submittal meeting has been held with Planning Staff. (b) A pre-submittal meeting must occur at least fourteen (14) days in advance of the required neighborhood meeting (step 2). (c) Applicants or their representatives are required to attend a pre-submittal meeting. b. Neighborhood Meeting i. Procedure (a) Development review applications requiring a Coordinated Development Special Permit are not considered complete until the required neighborhood meeting has been held. (b) Applications for development review must be submitted within one hundred and eighty (180) days of the neighborhood meeting. If an

11 application is not submitted in this time frame, the Applicant is required to hold a new neighborhood meeting. (c) A neighborhood meeting must occur at least ten (10) days prior to submittal of a development review application for a Coordinated Development Special Permit. (d) Neighborhood meetings should be held at a location in close proximity to the subject property on a weekday evening after 6:00 p.m. or on weekends at any reasonable time and shall not occur on a local, state, or national holiday. (e) Applicants or their representatives are required to attend a neighborhood meeting. (f) The Applicant is responsible for coordinating a neighborhood meeting in conjunction with the Ward representative from the Board of Aldermen and the Staff of the Mayor’s Office of Strategic Planning and Community Development. (g) The format and agenda of the neighborhood meeting is at the discretion of the applicant, in consultation with the Ward representative from the Board of Aldermen, and may consist of any or all of the following: 1. a formal presentation; or 2. a drop-in, open house style informational session. (h) Opportunity must be provided for attendees to ask questions regarding the proposed development. (i) Applicants are required to bring all information and materials required by the Building Official to a neighborhood meeting. (j) The Applicant shall submit a report and minutes of the neighborhood meeting to the Building Official at the time application submittal that includes, at a minimum, the following: 1. a list of those persons and organizations contacted about the meeting, and manner and date of contact; 2. the date, time, and location of the meeting; 3. a roster or signature sheet of attendees at the meeting; 4. copies of all materials provided by the applicant at the meeting; 5. a summary of issues discussed at the meeting; and 6. a description of any changes to the proposed development made as a result of the meeting. 4. Application Submittal a. Applicants must demonstrate ownership or site control of a development site through one or more of the following: i. Fee ownership or consent of the fee owner of a parcel; ii. Leasehold interest; iii. An easement agreement; iv. An option to purchase or lease; or v. A Land Disposition Agreement with the Somerville Redevelopment Authority pursuant to the Union Square Revitalization Plan and the provisions of 760 CMR 12.05. b. The following Special Permits required elsewhere in this Section may be simultaneously requested as part of a Coordinated Development Special Permit application: i. Payment in lieu of Civic Space (§6.7.6.A.3) ii. The siting and orientation of Civic Spaces (§6.7.9.B.2) iii. The size of a proposed Dog Park (§6.7.9.B.1) iv. Residential principal uses (§6.7.11.A.1) v. The maximum number of off-street parking spaces (§6.7.13.A.2) vi. The maximum number of ‘reserved’ off-street parking spaces (§6.7.13.B.4.f.i) 5. Information Required

12 a. Plans submitted as part of any Coordinated Development Special Permit application may illustrate lots for building sites and civic spaces with estimated boundaries and sizes. 6. Review Criteria a. In its discretion to approve or deny a Coordinated Development Special Permit, the Planning Board shall consider the following: i. compliance with the submittal requirements and review considerations of §5.8 Coordinated Development Special Permit; ii. consistency with the 2012 Union Square Revitalization Plan and the 2016 Union Square Neighborhood Plan, as amended; and iii. considerations indicated elsewhere in this Section for Coordinated Development Special Permit approval. 7. Subsequent Development Review a. Following the approval of a Coordinated Development Special Permit, applicants may proceed with the development review required for individual lots. 8. Plan Revisions a. Proposed revisions to a Coordinated Development Special Permit application that do not meet the minimum land area applicability requirements of 6.7.5.C.1 may be made by an applicant, but are not considered de-minimus and require written notification from the Somerville Redevelopment Authority that one or more lots cannot be redeveloped as originally proposed for the previously approved Coordinated Development Special Permit. b. Proposed revisions to a Coordinated Development Special Permit application must remain compliant with the provisions of Section 6.7.6. D. Lots, Civic Spaces, and Buildings 1. Applicability a. Design and Site Plan Review, in accordance with the provisions of Section 5.4, is required for the development of any lot as a building or civic space, the construction or reconstruction of any thoroughfare, and the subdivision of a development site. b. Proposed development on an individual lot may or may not necessitate the need for a Special Permit required by this Section or a Variance based on the nature of the proposal. 2. Review Process a. The following steps are required for Design & Site Plan Review: i. Preliminary Review (a) Step 1: Pre-Submittal Meeting (b) Step 2: Neighborhood Meeting (c) Step 3: Design Review Meeting (d) Step 4: Neighborhood Meeting ii. Administrative Review (a) Step 5: Public Hearing 3. Consistency a. Development of individual lots as buildings or civic spaces within the USOD must comply with the approved Coordinated Development Special Permit and any previously approved Special Permits, as applicable. 4. Preliminary Review a. Pre-Submittal Meeting i. Procedure (a) Applications for development review are not considered complete until a pre-submittal meeting has been held with Planning Staff. (b) A pre-submittal meeting must occur at least fourteen (14) days in advance of the required neighborhood meeting (step 2). (c) Applicants or their representatives are required to attend a pre-submittal meeting. b. Neighborhood Meetings i. Procedure

13 (a) Applications for development review are not considered complete until all required neighborhood meetings have been held. (b) Applications for development review must be submitted within one hundred and eighty (180) days of the neighborhood meeting. If an application is not submitted in this time frame, the Applicant is required to hold a new neighborhood meeting. (c) A neighborhood meeting must occur at least fourteen (14) days in advance of the required design review meeting (step 3) and fourteen (14) prior to submittal of an application for development review (step 5). (d) Neighborhood meetings should be held at a location in close proximity to the subject property on a weekday evening after 6:00 p.m. or on weekends at any reasonable time and shall not occur on a local, state, or national holiday. (e) Applicants or their representatives are required to attend a neighborhood meeting. (f) The Applicant is responsible for coordinating a neighborhood meeting in conjunction with the Ward representative from the Board of Aldermen and the Staff of the Mayor’s Office of Strategic Planning and Community Development. (g) The format and agenda of the neighborhood meeting is at the discretion of the Applicant, in consultation with the Ward representative from the Board of Aldermen, and may consist of any or all of the following: 1. a formal presentation; or 2. a drop-in, open house style informational session. (h) Opportunity must be provided for attendees to ask questions regarding the development review application. (i) Applicants are required to bring all information and materials required by the Building Official to a neighborhood meeting. (j) The Applicant shall submit a report and minutes of the neighborhood meeting to the Building Official as required information for a Design & Site Plan Review application that includes, at a minimum, the following: 1. a list of those persons and organizations contacted about the meeting, and manner and date of contact; 2. the date, time, and location of the meeting; 3. a roster or signature sheet of attendees at the meeting; 4. copies of all materials provided by the applicant at the meeting; 5. a summary of issues discussed at the meeting; and 6. a description of any changes to the proposed development made as a result of the meeting. c. Design Review i. Procedure (a) A design review meeting must occur at least fourteen (14) days in advance of the required neighborhood meeting (step 4). (b) Applicants or their representatives are required to attend a design review meeting. (c) Applicants are required to bring all information and materials required by the Building Official to a design review meeting. (d) The Design Review Committee shall issue a written recommendation to the Planning Board and the Applicant within forty-five (45) days of the design review meeting. Subsequent development review steps are prohibited until the Design Review Committee has issued its recommendation. (e) The Applicant shall submit a report and minutes of the design review meeting to the Building Official as required information for a Design & Site Plan Review application that includes, at a minimum, the following: 1. the date, time, and location of the meeting;

14 2. a roster of members of the Design Review Committee in attendance at the meeting; 3. copies of all materials provided by the applicant at the meeting; 4. a summary of issues discussed at the meeting; and 5. a description of any changes to the proposed development made as a result of the meeting. ii. Review Criteria (a) The Design Review Committee’s written recommendation to the Planning Board shall include, at minimum, the following: 1. Identification of each applicable design guideline of this Ordinance that has been achieved to the satisfaction of the DRC, as voted by a majority of members present. 2. Any modifications necessary to remedy outstanding design issues related to guidelines that have not been achieved to the satisfaction of the DRC, as voted by a majority of members present. (b) In addition to addressing the design guidelines of this Ordinance, the Design Review Committee shall provide recommendations in consideration of, but not limited to, the following: 1. Buildings a) The prioritization of ground floor space for commercial uses rather than lobbies to upper story uses. b) The continuity of the street wall and spatial definition of the public realm by the building facade in relationship to neighboring buildings. c) The location, alignment, and massing techniques of high- rise elements to mitigate shadow impacts cast on nearby sites or on-site activities, reduce impacts on view corridors, and increase the actual or perceived separation distance between towers. d) The local microclimate including pedestrian level winds, weather protection, air quality, the reflection of sunlight, and the casting of shadows. 2. Civic Spaces a) The appropriateness of the proposed design for the site, with specific regard solar orientation, integration with nearby buildings, and type and use of other nearby civic spaces. b) The maximization of the actual utility of a civic space for its intended use through landscape design and accommodation of pedestrian desire lines. c) The appropriateness of irrigation and drainage systems to effectively reduce water use, minimize or eliminate storm water runoff into the sewer or storm system, address unique site conditions, and meet the specific needs of the type of civic space. 5. Administrative Review a. Design and Site Plan Review i. Submittal (a) Development review applications that necessitate the need for Special Permits required by this Section may be reviewed simultaneously as part of a Design & Site Plan Review application (see §6.7.4.3). ii. Information Required (a) Plans submitted as part of any Design & Site Plan Review application may include a plot plan illustrating hypothetical lot lines as follows:

15 1. The hypothetical lot lines must be superimposed upon an official plot plan certified by a land surveyor. 2. Lots illustrated by hypothetical lot lines must demonstrate consistency to the Lot definitions of Section 6.7.4, standards of §6.7.8.B, the size requirements for each civic space type (§6.7.9.B.1), and the lot standards and lot size requirements for each building type (Section 6.7.10). (b) Lots demarcated by hypothetical lot lines are considered individual lots for the purpose of development review. Development review applications must be submitted for each lot individually and buildings on either side of a hypothetical lot line require development review as separate buildings. (c) Hypothetical lot lines are referenced as if they were official lot lines and interior space, excluding structured parking, is not permitted to cross any hypothetical lot line. iii. Review Criteria (a) The Planning Board shall approve an application for development review requiring Design & Site Plan Review upon verifying that the submitted plans for the proposed development demonstrates the following: 1. compliance with the standards of §5.4 Design & Site Plan Review; 2. consistency with the approved Coordinated Development Special Permit and any previously approved Special Permits, as applicable; 3. consistency with the adopted Master Plan of the City of Somerville, the Union Square Neighborhood Plan, existing policy plans and standards established by the City, or to other plans deemed to be appropriate by the Planning Board; and 4. conformance with the provisions of this Ordinance. 6. Discretionary Review a. Special Permits i. Submittal (a) The following Special Permits required elsewhere in this Section may be simultaneously requested as part of a Coordinated Development Special Permit application: 1. Payment in lieu of Civic Space (§6.7.6.A.3) 2. The siting and orientation of Civic Spaces (§6.7.9.B.2) 3. The size of a proposed Dog Park (§6.7.9.B.1) 4. Residential principal uses (§6.7.11.A.1) 5. The maximum number of off-street parking spaces (§6.7.13.A.2) 6. The maximum number of ‘reserved’ off-street parking spaces (§6.7.13.B.4.f.i) ii. Review Criteria (a) In its discretion to approve or deny any Special Permit offered elsewhere in this Section, the Planning Board shall consider the following: 1. compliance with the submittal requirements and review considerations of §5.1 Special Permits; 2. conformance to the applicable COORDINATED DEVELOPMENT PLAN, the adopted MASTER PLAN of the City of Somerville, the UNION SQUARE NEIGHBORHOOD PLAN, existing policy plans and standards established by the City, or to other plans deemed to be appropriate by the Planning Board; 3. consistency with purpose and intent of the USOD and of this Ordinance in general.; and

16 4. considerations indicated elsewhere in this Section for the specific type of special permit required. E. Thoroughfares 1. Applicability a. Design & Site Plan Review, in accordance with the provisions of Section 5.4, is required prior to the construction or reconstruction of any thoroughfare. 2. Consistency a. Construction or reconstruction of a thoroughfare within the USOD must comply with the approved Coordinated Development Special Permit. 3. Review Process a. The following steps are required for Design & Site Plan Review: i. Preliminary Review (a) Step 1: Pre-Submittal Meeting ii. Administrative Review (a) Step 2: Design & Site Plan Review Public Hearing 4. Preliminary Review a. Pre-Submittal Meeting i. Required Procedure (a) Applications for development review are not considered complete until a pre-submittal meeting has been held with Planning Staff. (b) A pre-submittal meeting must occur at least ten (10) days prior to submittal of an application for development review (step 2). (c) Applicants or their representatives are required to attend a pre-submittal meeting. 5. Administrative Review a. Design and Site Plan Review i. Review Criteria (a) The Planning Board shall approve an application for development review requiring Design & Site Plan Review upon verifying that the submitted plans for the proposed development demonstrates the following: 1. compliance with the standards of §5.4 Design & Site Plan Review; 2. conformance to the applicable Coordinated Development Special Permit, the adopted Master Plan of the City of Somerville, the Union Square Neighborhood Plan, existing policy plans and standards established by the City, or to other plans deemed to be appropriate by the Planning Board; and 3. conformance with the provisions of this Ordinance. F. Minor Projects 1. Per §5.4.4 of this Ordinance, Lot Splits, Lot Mergers, and Lot Line Adjustments are considered minor projects and are only subject to the minor site plan approval process established in the Rule and Regulations of the Planning Board. 6.7.6 Development Planning A. Civic Space 1. At full build-out of development subject to an approved Coordinated Development Special Permit, at least fifteen percent (15%) of the development site, excluding alleys and any land occupied by the MBTA’s Union Square Green Line station, must be designed as two (2) or more civic spaces of differing types, sizes, and locations. 2. Civic space created through easement or decommissioning of an existing thoroughfare or other right-of-way abutting any property located within the Union Square Overlay District may be counted toward the required amount of civic space. 3. The Planning Board may permit an in lieu payment for up to ten percent (10%) of the required amount of civic space. In its discretion to permit a payment in lieu of civic space as part of a Coordinated Development Special Permit, the Planning Board shall consider the following:

17 a. The review considerations for all Special Permits as specified in Section 5.1 Special Permits. b. The goals and objectives of the City of Somerville Open Space Plan. c. The availability and suitability of lots within a development site for development as a civic space. d. The plausible availability of sites located elsewhere in the city that are suitable for development as civic space. e. The need for funding to improve or maintain existing civic spaces, particularly athletic fields, located elsewhere in the city. 4. The Planning Board shall establish a fee schedule for a payment in lieu of civic space based on the recommendations of the Director of Transportation & Infrastructure in relation to the average cost to acquire and develop land as a civic space. B. Commercial Build Out 1. At full build-out of development subject to an approved Coordinated Development Special Permit, no less than sixty percent (60%) and at least three hundred and seventy-five thousand (375,000) square feet of the total gross floor area (excluding motor vehicle and bicycle parking) must be dedicated to commercial uses. 2. At full build-out of development subject to an approved Coordinated Development Special Permit, not more than ten percent (10%) of the total gross floor area may be dedicated to principal uses within the Retail use category. 3. At full build out of development subject to an approved Coordinated Development Special Permit, at least three hundred and seventy five (375) square feet of commercial space must be provided for each dwelling unit. 4. At full build out of development subject to an approved Coordinated Development Special Permit, at least five percent (5%) of the total gross floor area dedicated to commercial uses, excluding motor vehicle and bicycle parking, must be dedicated to principal uses within the Arts & Creative Enterprise use category. a. Floor area dedicated to principal uses within the Arts & Creative Enterprise use category may be provided according to §6.7.6.E Off Site Compliance. C. Residential Build Out 1. A maximum of one (1) dwelling unit per six hundred and eighty five (685) square feet of land area of a development site is permitted within the USOD. D. Affordable Housing & Linkage 1. Residential development must provide at least twenty percent (20%) of dwelling units as affordable housing units and at least ten percent (10%) of affordable housing units must have three (3) or more bedrooms. 2. For each additional five percent (5%) of required affordable housing units that have three (3) or more bedrooms, an additional bonus story may be added to the permitted height of a Podium Tower building type, subject to any height restrictions found elsewhere in this Section. 3. Except as noted in §6.7.6.C and §6.7.6.D, Development subject to an approved Coordinated Development Special Permit must comply with the provisions of Article 13: Inclusionary Housing and Article 15: Linkage, in effect as of the date of the approved COORDINATED DEVELOPMENT PLAN. E. Off-Site Compliance 1. The Planning Board may permit off-site compliance of §6.7.5.A.4 (Commercial Space for Arts & Creative Enterprise uses) and Article 13 Inclusionary Housing, for any Generating Site(s) by a Receiving Site(s) located within the USOD and included as part of a Coordinated Development Special Permit application, subject to the following: a. At least twenty-five percent (25%) of the affordable housing units required for a building must be provided onsite. b. No more than fifty percent (50%) of the dwelling units of any receiving site may be affordable housing units. 2. In its discretion to permit off-site compliance for any Generating Site(s) by a Receiving Site(s) as part of a Coordinated Development Special Permit, the Planning Board shall consider the following:

18 a. The review considerations for all Special Permits as specified in Section 5.1 Special Permits; b. The ability to provide higher quality and more useful commercial space for arts & creative enterprise uses at a Receiving Site than what could have been provided at the Generating Site. c. The ability to provide affordable housing units at a Receiving Site that better meet the needs of community than the units that could have been provided at the Generating Site. d. The ability to provide higher quality affordable housing units at a Receiving Site than what could have been provided at the Generating Site. 3. Development review for any lots established as a Generating or Receiving Site in an approved Coordinated Development Plan must be conducted simultaneously. 4. Construction of a Receiving Site must commence prior to the issuance of a Certificate of Occupancy for a Generating Site. F. Phasing 1. The Planning Board shall establish construction permitting requirements for the phasing of development as a condition of an approved Coordinated Development Plan Special Permit and subsequent Design & Site Plan Review approvals. 6.7.7 Sub-Districts A. Commercial Core 1. General a. The Commercial Core district is a family of sub districts where the CC zone classification is followed by a number associated with the permitted building height on the zoning map. i. CC-4 has a maximum building height of 4 stories. ii. CC-5 has a maximum building height of 5 stories. iii. CC-7 has a maximum building height of 7 stories. 2. Intent a. To accommodate mid-rise commercial and lab buildings at heights appropriate for each site and a mix of neighborhood- and community-serving commercial uses. B. Mid-Rise 4 1. Intent a. To accommodate mid-rise buildings that do not exceed four (4) stories in height and a mix of uses, including neighborhood serving commercial uses. C. Mid-Rise 5 1. Intent a. To accommodate mid-rise buildings that do not exceed five (5) stories in height and a mix of uses, including neighborhood- and community-serving commercial uses. D. High Rise 1. Intent a. To accommodate a mix of Building Types of various heights and a mix of uses, including neighborhood- and community-serving commercial uses. 6.7.8 Urban Design Standards A. Land Division 1. Development sites must be subdivided with thoroughfares, if necessary, and platted with lots for either buildings or Civic Spaces. B. Lots 1. All lots must have a lot line abutting a thoroughfare or a civic space. 2. Lots may be platted to create a corner, interior, or key lot. Flag lots and through lots are prohibited, except for lots intended as a Through Block Plaza civic space. 3. To avoid highly irregular lot shapes, lots must be platted to be generally rectilinear, where the side lot lines are within forty-five (45) degrees of perpendicular to the front lot line or to the tangent of a curved front lot line, and generally straight throughout their length.

19 C. The Planning Board shall establish standards for the development of streets and other thoroughfares within the USOD, including, but not limited to standards for motor vehicle travel lanes, parking lanes, sidewalks, street tree plantings, and sidewalk extensions. D. Alleys 1. Alleys must be engineered and constructed as required by the City Engineer and the Director of Transportation & Infrastructure. 2. Alleys must be twenty (20) feet wide in total right of way, with two (2), ten (10) foot wide travel lanes. E. Mid-Block Passages 1. A Mid-block passage is required for any Block Face that is four hundred (400) feet or greater in length. 2. Mid-Block passages must connect the sidewalk of one thoroughfare to another on opposite sides of a Block. 3. Mid-block passages may be designed as an open-air passage between buildings, a covered atrium providing continuous protection from the elements, or as an up to two-story passage through a building. 4. Mid-block passages must be at least twenty (20) feet in width, with a minimum ten (10) foot wide paved walkway designed as a continuation of the sidewalks they connect. 5. Mid-block passages must be lighted with footlights, bollard lights, building lights, or streetlights to provide for safety and visibility at night. F. Pedestrian Streets 1. Any lot with frontage on Somerville Avenue, Bow Street, Union Square, Prospect Street, Everett Street, or Washington Street is considered a pedestrian street and subject to the following: a. Any lot line abutting a pedestrian street is a primary front lot line, excluding any lot line abutting Everett Street. b. Vehicular access to parking lots, structured parking, loading facilities, and service areas for lots abutting a pedestrian street must be from an Alley or side street. c. Curb cuts and driveways are prohibited for all lot lines abutting a pedestrian street. d. Development on any lot abutting a sidewalk that is less than twelve (12) feet in width must be setback an additional distance to accommodate expansion of the abutting sidewalk to a width of at least twelve (12) feet. i. The minimum and maximum front setback for each Building Type is increased accordingly. ii. Civic spaces must be designed as if the interior edge of the expanded sidewalk is the front lot line of the civic space. iii. Expanded sidewalks must be rebuilt according to §6.7.8.C and paved to match the existing walkway material of abutting sidewalks. iv. Existing buildings incorporated into new development and portions of lots abutting bridge approaches are exempt. e. The use of ground story commercial spaces, excluding lobbies and other the means of egress to upper story uses, must be from the following principal use categories: i. Arts & Creative Enterprise ii. Eating & Drinking Establishment iii. Retail iv. Civic & Institutional f. Non Auto-Oriented uses subject to relocation assistance in accordance with the Union Square Revitalization Plan are exempt from the use restriction for ground story commercial spaces, but are not considered grandfathered lawfully nonconforming uses upon abandonment of the relocated use. 6.7.9 Civic Space A. Development Review 1. The development of any Civic Space requires design and site plan review in accordance with §6.7.4.B.2.a. B. General to All Civic Space Types

20 1. Size a. Civic Spaces must be sized according to Table 6.7.8. 2. Siting and Orientation a. Civic spaces must be sited and oriented to maximize their inherent exposure to the sun as follows: i. Civic spaces are prohibited on lots that have only one north-facing front lot line. ii. Civic spaces are not permitted to have only one west-facing or east-facing front lot line for any lot that also has a south-facing front lot line. b. Civic spaces may be sited and oriented without an ideal exposure to the sun by Special Permit. i. In its discretion to approve or deny a Special Permit authorizing a civic space without an ideal exposure to the sun, the Planning Board may approve the Special Permit application only upon finding the following: (a) The review considerations for all Special Permits as specified in Section 5.1 Special Permits; (b) That the proposed location is an ideal site for a civic space despite its orientation and was the only available option to provide one of the permitted civic space types. (c) That the siting and orientation of the proposed civic spaces is the only means to achieve other objectives of the adopted comprehensive Master Plan of the City of Somerville and other existing policy plans and standards established by the City. (d) That neighboring buildings of the directly abutting lots do not cast shadows that adversely limit ground level access to sunlight. 3. Construction a. Civic Spaces must be engineered and constructed as required by the City Engineer and the Director of Transportation & Infrastructure. 4. Accessibility a. The design of all Civic Space must comply with the Americans with Disabilities Act and the Rules and Regulations of the Massachusetts Access Board (521 CMR), as amended. b. Sloping walkways are encouraged over ramps when reasonably possible to provide for accessible grade changes. 5. Hours of Access a. Civic spaces must be accessible to the public at all times (twenty four (24) hours per day, seven (7) days per week, three hundred and sixty-five (365) days per year), except in circumstances where the Planning Board has authorized a nighttime closing necessary for public safety and maintenance by the property owner. i. If authorized, nighttime closings are permitted only between the hours of 10:00pm to 7:00am. 6. Circulation a. Entrances must be physically and visually accessible from surrounding sites, designed to make visitors feel welcome and comfortable entering the space, and oriented to preserve view corridors and enhance visual connections to surrounding properties or activities. b. Entrances to children’s activity areas must be gated. 7. Landscape a. Landscaping must be provided according to Table 6.7.8. b. Large trees are required as indicated for each type of civic space. c. New trees must be at least ten (10) feet in height or three (3) inches in caliper when planted, unless alternative, multi-stemmed equivalents are specified in the approved planting plan. d. Unless otherwise specified, trees must be planted flush-to-grade or at grade within planting beds. Tree grates, raised curbs, railings, and resin-bonded aggregate are prohibited.

21 e. At least one thousand (1,000) cubic feet of uncompacted loam soil volume must be provided for each tree within a twenty-seven (27) foot radius of the tree trunk. i. Where soil volumes (within the maximum allowable radii) for two or more trees overlap, up to twenty-five percent (25%) of the soil volume required for each tree may be shared between the trees. ii. Soil volume under paved surfaces must be provided through suspended pavements or structural cells. Sand-based structural soil system (SBSS) may be used with approval of the Director of Transportation & Infrastructure. f. Tree pits and planters must have a minimum thirty-six (36) sq. ft. (such as 6’x6’) open soil area, centered at the tree trunk. Planting soil must be provided to a depth of three (3) feet in the tree pit or planter. g. Unless otherwise specified, shredded bark mulch must be applied to the soil area at a uniform depth of three (3) inches and distributed to create a smooth, level cover over the exposed soil at the time of planting. 8. Hardscape a. Surface materials must be approved by the Director of Transportation & Infrastructure. b. Pervious area may be provided above underground parking and any required cap/fill over contaminated soils, but must be constructed as required by the City Engineer and the Director of Transportation & Infrastructure. 9. Amenities and Furnishings a. Furnishing must be provided according to Table 6.7.8. b. All amenities and public furniture must comply with the City of Somerville’s Park Specifications Handbook. The Director of Transportation & Infrastructure may authorize the use of amenities and furnishings that are proportional or better in quality and function to those identified in the Park Specifications Handbook, excluding dedication plaques and signage. c. Seating i. Seating is required as indicated for each type of Civic Space. The provision of seating in excess of this requirement is encouraged. ii. Seating must be designed for the convenience and comfort of visitors, located in support of gathering spaces and along pedestrian paths, but should be out of the flow of pedestrian traffic. iii. When required to provide seating, civic spaces should offer a variety of seating types and seating locations including places to sit in the sun, in the shade, out of the wind, in groups, alone, close to activity, and in relative seclusion to every extent possible. iv. Linear feet of seating may be provided through movable chairs, fixed individual seats, fixed benches with and without backs, and design feature seating such as seat walls, planter and fountain ledges, and seating steps. v. All seating must have a minimum seat depth of eighteen (18) inches and a seat height between sixteen (16) and twenty (20) inches above grade (nearby walking surfaces). Seating steps may have a height up to thirty (30) inches and seating walls may have a height up to twenty-four (24) inches. vi. Seating thirty-six (36) inches or more in depth is counted as double the linear feet, provided there is access to both sides. vii. Planter or fountain ledges provided as seating must have a minimum depth of twenty-two (22) inches. viii. Seat backs must be a minimum of fourteen (14) inches high and either contoured in form for comfort or reclined between ten (10) to fifteen (15) degrees from vertical. Walls located Adjacent to a seating surface do not count as seat backs. ix. Movable chairs, excluding chairs for outdoor cafes, may be counted as two (2) feet of linear seating per chair. All moveable chairs must have seat backs and a maximum seat depth of twenty (20) inches.

22 x. Movable chairs are not permitted to be chained, fixed, or otherwise secured while a civic space is open to the public, however may be secured or removed during the hours of 9:00pm to 7:00am. xi. Steps provided for pedestrian circulation and the seating of open-air café areas do not count toward seating requirements. xii. Deterrents to seating, such as spikes, rails, or deliberately uncomfortable materials or shapes, placed on surfaces that would otherwise be suitable for seating are prohibited. xiii. Deterrents to skateboards, rollerblades and other wheeled devices are permitted on seating surfaces if they do not inhibit seating, maintain a minimum distance of five feet between deterrents, and are integrated into the seating surface at the time of manufacture or construction. d. Tables i. All civic spaces requiring tables must include a minimum of one handicapped accessible table. e. Bicycle Parking i. Bicycle parking must be provided as required by the Planning Board base on the recommendations of the Director of Transportation & Infrastructure. ii. Bicycle parking is subject to Short Term Bicycle Parking provisions of this Section. f. Signage i. Permanent signage must be provided as appropriate for each type of civic space. ii. Directional, educational, informational, and geographic signage should be located at significant locations (such as entrances), in conjunction with amenities, or places where circulation paths cross. g. Litter Receptacles i. Litter receptacles must be designed in such a manner that users do not have to touch the receptacle or push open a door in order to dispose of litter. ii. Litter receptacles must be constructed of durable materials that are graffiti-, fire-, rust, and stain-resistant. iii. Litter receptacles must include a metal barrier to prevent rodents from entering from the bottom. iv. Litter receptacles should be located near entrances to civic spaces and within reasonable proximity to seating areas. v. Recycling receptacles are required in conjunction with litter receptacles. 10. Lighting a. Lighting that promotes personal safety and invites pedestrian activity while adding visual ambiance and character to civic spaces at night must be provided. b. Lighting fixtures should be smaller-scale, frequently placed, and scaled to pedestrians. Fixture components (base, pole, luminaries) should have stylistic compatibility, while varying in form according to functional requirements. The indiscriminate use of bright lighting should be limited. 11. Irrigation & Drainage a. All irrigation systems must be designed to use a minimal amount of water for irrigation. b. Drainage systems should be designed to reduce or eliminate the amount or rate of storm water runoff directed into the sewer or storm system. c. All water holding and infiltration facilities must be designed to meet the specific needs of each type of civic space and properly address site conditions. 12. Structures a. Structures common to civic spaces, including but not limited to, restrooms, open-air pavilions, gazebos, picnic shelters, outdoor theaters/ performance stages, field houses, kiosks and their substantial equivalents are permitted. 13. Outdoor Cafes & Commercial Sales a. Outdoor cafes and retail sales within Civic Spaces are only permitted by Special Permit.

23 i. In its discretion to approve or deny outdoor cafes and retail sales within a Civic Space, the Planning Board shall consider the following: (a) The review considerations for all Special Permits as specified in Section 5.1 Special Permits; (b) The percentage of the civic space proposed to be occupied by the outdoor café or retail sales and the viability of the remaining area to properly function as the intended type of civic space. (c) Recommendations provided by the Design Review Committee for the original Design & Site Plan application for the civic space. Table 6.7.9 Civic Space Standards Neighborhood Park Pocket Park Green Plaza Through Block Plaza Pocket Plaza Playground Dog Park Lot Size (min) 8,000 sf. 800 sf. 6,000 sf. 8,000 sf. 5,000 sf. 2,000 sf. 2,500 sf. 10,000 sf. Lot Size (max) 2 acres 10,000 sf. 1 acre 2 acres 10,000 sf. 10,000 sf. 25,000 sf. - Seating (min) n/a 1 linear foot / 75 sf. 1 linear foot / 75 sf. 1 linear foot / 30 sf. 1 linear foot / 75 sf. 1 linear foot / 50 sf. 1 linear foot / 300 sf. 1 linear foot / 750 sf. Tables (min) n/a n/a n/a 1 per every 4 movable chairs (if provided) n/a 1 per every 3 movable chairs (if provided) n/a n/a Number of Large Trees (min) 1 / 1,225 sf. 1 / 400 sf. 1 / 1,225 sf. 1 / 1,000 sf. 1 / 1,500 sf. 1 / 400 sf. 1 / 750 sf. 1 / 30 ft. of front lot line Pervious Area (min) 85% 85% 85% 70% 70% 70% 85% 100% Vegetative Landscape (min) 50% 50% 70% 10% 10% 10% 30% 10% C. Specific to Each Civic Space Type 1. Neighborhood Park a. General i. A neighborhood park is a civic space designed for active and passive recreation with features and facilities that support the immediate neighborhood. Examples include: Perry Park, Albion Street Park, and Walnut Street Park b. Development Standards i. A Neighborhood Park must provide varied spaces that accommodate a wide range of ages, physical abilities and programming. ii. A Neighborhood Park must have multiple entrance points to encourage access from the surrounding neighborhood and from public transportation routes. iii. Trees must be planted to provide shade during summer months, especially in seating areas and playgrounds. iv. A minimum of one (1) combination compactable litter/recycling receptacle is required for every ten thousand (10,000) square feet of area. c. Design Guidelines i. Connectivity to the surrounding environment in a Neighborhood Park is vital. Sidewalks, bike paths, crosswalks and connections to larger transportation systems should be established and clear. ii. Wherever possible, spaced should be multi-use and flexible to accommodate as many different uses as possible. iii. Spaces in a Neighborhood Park should reflect the desires of the surrounding residents and provide programming that is relevant to that neighborhood’s demographic and user groups. iv. Varied play environments that foster the development of children’s cognitive, physical and social development are encouraged.

24 v. Water features and changes in topography are encouraged. vi. Amenities and furnishings may include, but are not limited to: seating, drinking fountains, tables, chairs and benches, moveable tables and chairs, litter receptacles, etc. Signage should be placed at entrances or other points where people gather. vii. Fencing and vegetation should preserve privacy for Abutting yards while providing visibility into the park. viii. In addition to active physical recreation, Neighborhood Parks should provide opportunities for public art, performance space and community engagement in artistic and cultural expression. Public art and performances should reflect the neighborhood and preserve a sense of neighborhood identity. ix. A neighborhood park should offer a variety of seating types and seating locations, including places to sit in the sun, in the shade, out of the wind, in groups, alone, close to activity, and in relative seclusion to every extent possible. 2. Pocket Park a. General i. A Pocket Park is a civic space type designed for passive recreation consisting primarily of vegetation and a place to sit outdoors. Examples include: Quincy Street Park and Stone Place Park. b. Development Standards i. A small seating area must be provided at the entrance of a pocket park to allow users to casually watch passing pedestrians without fully entering the park. ii. The street-side boundary of a pocket park must include a well-defined entry and provide unobstructed views of what activities and facilities are available within the space, but also provide a sense of enclosure for users inside. iii. In residential areas, active or useable portions of a pocket park must be adequately screened for privacy from adjacent residential properties through the use of keep-off ground covers, shrub plantings, or fencing. iv. In non-residential areas, active or useable portions of a pocket park must extend to the lot lines and views into the park maintained to promote casual surveillance. v. Trees must be planted to provide shade during summer months. vi. Planting beds and lawn areas must be bordered with raised edges to prevent soil runoff and damage to plants. vii. A drinking fountain accessible to children and adults must be included near the entrance to the pocket park. viii. A minimum of one (1) compacting combination litter/recycling receptacle is required for every five thousand (5,000) square feet of pocket park area. ix. One bicycle rack designed for parking two bicycles is required. c. Design Guidelines i. Pocket parks should be designed in consideration of the wide range of ages and habits of the people who may use the space at different times of day or night, with primary concern of the potential users living or working within a five (5) minute walk whom most need recreation space. ii. A community bulletin board should be included near the entrance to the pocket park. iii. The entrance to the pocket park should be emphasized through special planting, paving, seating, or other design elements that draw attention. iv. Paved surfaces should be paved with darker colored paving material(s). The use of concrete should be minimized to reduce glare. v. If abutting properties have first floor windows that would benefit from light and a filtered view, chain link perimeter fencing and fast growing vines should be used instead of any solid fence materials. vi. In non-residential areas, the exterior walls of surrounding buildings should be capitalized on where possible.

25 vii. Trees should be deciduous and of a species that can tolerate being climbed by children. viii. Plantings should be fast growing, resilient, easily maintained, and not poisonous. ix. Nighttime lighting should be sensitive to abutting uses. 3. Green a. General i. A green is a civic space type designed for passive recreation with landscape consisting primarily of green space with lawns, planting beds, paths, and trees. Examples include: Winthrop Square. b. Development Standards i. A green must Abut at least one public thoroughfare and one private lot. ii. The first fifteen (15) feet of a Green measured perpendicularly from any front lot line is considered the frontage area. A minimum of one (1) linear foot of required seating for every twenty (20) linear feet of street frontage must be located within the frontage area. iii. A minimum of one (1) compacting combination litter/recycling receptacle is required for every ten thousand (10,000) square feet of area. c. Design Guidelines i. Large trees should provide shade for most of the area of the green. ii. Plantings should contribute to the spatial definition of the space as an outdoor room. iii. Open areas intended for passive use should be primarily planted with grass. iv. Benches and seating ledges or walls should be designed for the convenience and comfort of visitors, located in support of gathering spaces and along pedestrian circulation paths, but should be out of the flow of pedestrian traffic. 4. Plaza a. General i. A plaza is a civic space type designed for passive recreation, civic purposes, and commercial activities, with landscape consisting primarily of hardscape. Plazas are generally located in areas of high pedestrian activity. Examples include: Statue Park Plaza and Union Square Plaza ii. Contiguous lots designed as plazas are considered one single plaza. b. Development Standards i. Plazas must be generally rectilinear in shape (e.g. rectangular or square). ii. The major portion of a public plaza is the area of a plaza that is largest in size and intended for primary use. Major portions must have a minimum average width and depth of forty (40) feet, a maximum width that is not greater than three (3) times the average depth, measured perpendicularly from the Abutting sidewalk, and occupy no less than seventy five percent (75%) of the plazas total area. All points within the major portion of a plaza must be visible when viewed perpendicularly from the sidewalk of the Abutting thoroughfare. iii. Minor portions of a plaza are secondary areas that allow for additional flexibility in the shape and configuration of a plaza. Minor portions must have a minimum average width and depth of fifteen (15) feet, occupy no more than twenty five percent (25%) of the plazas total area, and be directly adjacent to the major portion. All points within a minor portion must be visible from within the major portion when viewed perpendicularly from the major portion. Minor portions that do not front onto the same thoroughfare as the major portion (plaza alcoves) must have a maximum width that is not greater than three (3) times the average depth. iv. Visibility of major and minor portions of a plaza is not affected by permitted obstructions. v. Plazas must be open to the sky and unobstructed for at least fifty percent (50%) of the area of a plaza except for the following features, equipment and appurtenances: bicycle racks; lighting; litter receptacles; planters, planting

26 beds, lawns, trees, and other landscape features; outdoor cafes and kiosks; public art; seating, including movable chairs, fixed individual seats, fixed benches, seat walls, planter and fountain ledges, and/or seating steps; stages; temporary exhibitions; and water features. (a) Trees planted flush-to-grade and lawn, turf, or grass areas that do not differ in elevation from the surface of the plaza by more than six (6) inches are not considered obstructions. (b) Obstructions that are non-permanent or moveable, such as moveable furniture, outdoor cafes, or temporary exhibitions are considered within gross areas designated on a site plan and not measured as individual pieces of furniture. (c) Approved building awnings, canopies, and signs are exempt. vi. The first fifteen (15) feet of a plaza measured perpendicularly from any front lot line is considered the frontage area of a plaza. At least fifty percent (50%) of the frontage area must be free from obstructions. Frontage areas along bridge approaches are exempt. vii. Unobstructed pedestrian circulation paths must connect any Abutting sidewalk to all plaza and building entrances and major focal points and activity areas of the plaza. At least one circulation path of at least eight (8) feet clear width must be provided. Sidewalks along bridge approaches are exempt. viii. The surface of a plaza must be equal to the average elevation of the Abutting sidewalks, publicly accessible walkways, or other civic spaces. Sidewalks along bridge approaches are exempt. Minor changes beyond this elevation not exceeding two (2) feet are permitted. Plazas over ten thousand (10,000) square feet in area may have up to twenty percent (20%) of the plaza area elevated up to four (4) feet above the grade of the Abutting sidewalk, provided that the raised areas is setback from the front lot line at least twenty (20) feet. ix. Paving must be of non-skid, durable materials that are decorative and compatible in color and pattern with other design features of the plaza. x. Each plaza must provide at least two types of seating. Plazas over ten thousand (10,000) square feet in size must provide moveable seating as one of the required seating types. xi. A minimum of one (1) linear foot of required seating for every two linear feet of plaza frontage must be located within the frontage area of a plaza. A minimum of fifty percent (50%) of this seating must have seat backs and at least fifty percent (50%) of the seating with seat backs must face the sidewalk. xii. Seat walls and seating steps may not, in aggregate, represent more than fifteen (15) percent of the linear feet of required seating. xiii. Steps provided for pedestrian circulation must have a height (rise) between 4 to 6 inches and minimum tread (run) of 17 inches, except that steps with a height (rise) of 5 inches may have a minimum tread (run) of 15 inches. xiv. Required open soil areas for trees may be reduced or covered with the approval of the Director of Transportation & Infrastructure using one of the following techniques: (a) Soil area for trees planted flush-to-grade may be covered by cobblestones or other permeable pavers that can be removed to accommodate tree trunk and root growth over time. Pavers must be installed level with the plaza surface and a twenty-four (24) inch wide tree opening must be maintained. (b) Trees may be planted below the finished surface of a plaza and the soil area covered by a suspended paver grate system with a minimum twenty-four (24) inch wide tree opening and permeable pavers. Two- piece, removable trim rings are permitted to cover the tree opening. xv. A minimum of one (1) compacting combination litter/recycling receptacle is required for every five thousand (5,000) square feet of plaza area.

27 xvi. Plazas that contain outdoor cafes or kiosks providing food service must provide one (1) additional litter receptacle and (1) additional recycling receptacle for every one thousand five-hundred (1,500) square feet of plaza area occupied by such outdoor eating area. c. Design Guidelines i. A plaza should contain must contain substantial areas of hardscape complemented by planting beds or arrangements of trees with open canopies. ii. Plantings should contribute to the spatial definition of the space as an outdoor room. iii. Benches and seating ledges or walls should be designed for the convenience and comfort of visitors, located in support of gathering spaces and along pedestrian circulation paths, but should be out of the flow of pedestrian traffic. iv. The perimeter of a plaza should be well integrated into its surroundings and free from fences, hedges, and other barriers that would impede movement into the space and obscure visibility from adjacent streets or building frontages. 5. Through Block Plaza a. General i. A Through Block Plaza is a civic space type providing a pedestrian connection between two thoroughfares on opposite sides of a block and designed for passive recreation consisting primarily of paving and a place to sit outdoors. b. Development Standards i. The first fifteen (15) feet of a through block plaza measured perpendicularly from any front lot line is considered the frontage area of a through block plaza and must be free from all obstructions. ii. The surface of a Through Block Plaza must be equal to the average elevation of Abutting sidewalks or publicly accessible walkways. iii. Through block plazas must contain an unobstructed circulation path at least ten (10) feet in width, connecting the two thoroughfares on which the through block plaza fronts. iv. A minimum of fifty percent (50%) of required seating must have seat backs. v. A minimum of one (1) compacting combination litter/recycling receptacle is required for every five thousand (5,000) square feet of through block plaza area. c. Design Guidelines i. Adjacent buildings should provide ground level spaces fronting onto the through block plaza for commercial uses including, but not limited to, the arts & creative enterprise, eating & drinking, and retail use categories. i. Exterior walls fronting onto the through block plaza should meet the ground story fenestration and blank wall standards for the appropriate building type to every extent practicable. ii. Upper story balconies and terraces overlooking the through block plaza are encouraged for adjacent buildings. 6. Pocket Plaza a. General i. A Pocket Plaza is a civic space type designed for passive recreation consisting primarily of paving and a place to sit outdoors. Examples include: Bay Village Neighborhood Park and Temple Street Park. ii. Contiguous lots designed as pocket plazas are considered the larger plaza type if, in combination, the total land area exceeds the maximum size standard for a single pocket plaza. b. Development Standards i. Pocket Plazas must be generally rectilinear in shape (e.g. rectangular or square). ii. Pocket Plazas must have a minimum average width and depth of forty (40) feet and a maximum width that is not greater than three (3) times the average depth, measured perpendicularly from the Abutting sidewalk.

28 iii. All points within a Pocket Plaza must be visible when viewed perpendicularly from the sidewalk of the Abutting thoroughfare. Visibility of a Pocket Plaza is not affected by permitted obstructions. iv. Pocket Plazas must be open to the sky and unobstructed except for the following features, equipment, and appurtenances: bicycle racks; lighting; litter receptacles; planters, planting beds, lawns, trees, and other landscape features; outdoor cafes and kiosks; public art; seating, including movable chairs, fixed individual seats, fixed benches, seat walls, planter and fountain ledges, and/or seating steps; stages; temporary exhibitions; and water features. (a) Trees planted flush-to-grade and lawn, turf, or grass areas that do not differ in elevation from the surface of the plaza by more than six (6) inches are not considered obstructions. (b) Obstructions that are non-permanent or moveable, such as moveable furniture, outdoor cafes, or temporary exhibitions are considered within gross areas designated on a site plan and not measured as individual pieces of furniture. (c) Approved building awnings, canopies, and signs are exempt. v. The first fifteen (15) feet of a Pocket Plaza measured perpendicularly from any front lot line is considered the frontage area of a plaza. At least fifty percent (50%) of the frontage area must be free from obstructions. vi. Unobstructed pedestrian circulation paths must connect any Abutting sidewalk to all pocket plaza and building entrances. vii. The surface of a Pocket Plaza must be equal to the average elevation of the Abutting sidewalk, publicly accessible walkways, or other civic spaces. Minor changes in elevation not exceeding two (2) feet are permitted. viii. Paving must be of non-skid, durable materials that are decorative and compatible in color and pattern with other design features of the Pocket Park/Plaza. ix. Each pocket plaza must provide at least two types of seating. x. A minimum of one (1) linear foot of required seating for every two linear feet of frontage (front lot line) must be located within the frontage area of a plaza. A minimum of fifty percent (50%) of this seating must have seat backs and at least fifty percent (50%) of the seating with seat backs must face the sidewalk. xi. Seat walls and seating steps may not, in aggregate, represent more than fifteen (15) percent of the linear feet of required seating. xii. Steps provided for pedestrian circulation must have a height (rise) between 4 to 6 inches and minimum tread (run) of 17 inches, except that steps with a height (rise) of 5 inches may have a minimum tread (run) of 15 inches. xiii. A minimum of one (1) compacting combination litter/recycling receptacle is required for every five thousand (5,000) square feet of Pocket Plaza area. xiv. One bicycle rack designed for parking two bicycles is required. c. Design Guidelines i. A Pocket Plaza should contain areas of hardscape complemented by planting beds or arrangements of trees with open, spreading canopies. ii. Plantings should contribute to the spatial definition of the space as an outdoor room. iii. Benches and seating ledges or walls should be designed for the convenience and comfort of visitors, located in support of gathering spaces and along pedestrian circulation paths, but should be out of the flow of pedestrian traffic. iv. Entrances should be well designed to make visitors feel welcome and comfortable entering the space. v. Water features, including fountains and waterfalls, are encouraged. 7. Playground a. General

29 i. A playground is a civic space type primarily designed as a play area for children. Playgrounds may be freestanding or incorporated as a subordinate feature of a neighborhood park. Examples include: Walnut Street Playground, Grimmons Park, and Chuckie Harris Park b. Development Standards i. Design and construction of a playground must comply with the US Consumer Product Safety Commission’s Public Playground Safety Handbook. ii. Only commercial grade play equipment certified by the manufacturer is permitted. iii. Playground must include seating intended for parents and litter receptacles. iv. Playground surfacing must be composed of a shock-absorbing surface with a maximum 2% slope except where intentionally mounded for play activities. The material must meet all federal, state and local regulations. v. Wooden play structures are prohibited. c. Design Guidelines i. Playgrounds should be designed to engage children and adolescents in developing their physical and social skills in a stimulating and safe environment. ii. Playgrounds should include equipment for two at least age groups: play equipment intended for children ages one (1) to five (5), play equipment intended for children ages six (6) to ten (10), and play equipment for adolescents up to eighteen (18) years in age. iii. Playgrounds should be designed to meet the widest range in needs of children of different ages and abilities to every extend possible. iv. Parks that have playground equipment, sports fields, and spray pads should be accessible to all children up to eighteen (18) years in age. v. Natural play areas constructed of boulders, logs and land forms and playground equipment made from 100% recycled plastic or steel is recommended. vi. Steel play structures should be shaded by trees or other shade structures to decrease their surface temperature in the summer months. 8. Dog Park a. General i. A dog park is a civic space type designed for the active recreation of dogs and their owners. Dog parks may be freestanding or incorporated as a subordinate feature of a neighborhood park. Examples include: Zero New Washington Community Park, Nunziato Field Off Leash Recreational Area (ORLA) b. Development Standards i. Dog parks are not permitted directly Abutting playgrounds, recreation fields, and community gardens. ii. A dog park is not permitted to be less than fifteen (15) feet in any dimension. iii. Dog parks must be fenced on all sides to a minimum height of 60 inches. Fence footings must be buried to a depth of one (1) foot and fence panels must be buried to a depth of six (6) inches at all locations except at entrances/exits. iv. Dog parks must have two entrances/exits. v. Entrances/exits must have a safety gate, with an outer and inner gate on either side of a minimum sixteen (16) square-foot “vestibule” area. This “vestibule” area serves as a buffer between the entrance and the rest of the park. vi. One (1) litter receptacle and one (1) dog valet must be provided near each entrance/exit. vii. A sub-base of crushed gravel or equivalent that will compact to a dense, graded permeable subsurface must be provided. viii. Requires trees must be planted along the perimeter of a dog park, outside of the fence. ix. Ground cover must be decomposed (crushed) granite or similar material that is non water-absorbing and devoid of organic material.

30 x. Planting beds must be included along the outside of the perimeter fence to help screen the dog park and reduce potential runoff. xi. Dog parks must include a watering area with a standard hose-bib. xii. Each dog park must have a permanent sign, stating the hours of operation, rules, and regulations for the dog park. c. Design Guidelines i. Separated play areas for small dogs and large dogs are recommended. d. Development Review i. The size of a dog park may be reduced by Special Permit. (a) In its discretion to approve or deny a special permit authorizing a dog park under ten thousand (10,000) square feet in size, the Planning Board shall consider the following: 1. The review considerations for all Special Permits as specified in Section 5.1 Special Permits 2. Proximity to existing nearby properties in residential use. 3. Proximity of the proposed dog park to larger existing dog parks that might provide more running/activity space for dogs. 4. The necessity to limit use of the dog park due to the decreased size. 5. The design quality of the proposed dog park in relation to the decreased size. 6. The provision of adequate space for the recreation of dogs. 6.7.10 Building Types A. General for All Buildings 1. Lot Standards a. Number of Buildings i. One (1) principal Building Type may be built on each lot. b. Lot Lines i. The front lot line of any INTERIOR LOT or KEY LOT is a primary FRONT LOT LINE. ii. For CORNER LOTS, the primary FRONT LOT LINE is designated as follows: (a) Any lot line abutting a pedestrian street is a primary FRONT LOT LINE. See §6.7.8.F. (b) For all other CORNER LOTS, the primary FRONT LOT LINE is designated by the property owner, with all remaining FRONT LOT LINES are designated as secondary FRONT LOT LINES. 2. Building Placement a. Setbacks i. All buildings and structures must be located at or behind any required minimum front, side, or rear setback except as indicated in §6.7.8.A.2.c. Setback Encroachments, excluding preexisting buildings incorporated into development. ii. The facade of a principal building must be built at or in front of any maximum front setback for each story of a building. The façade of upper stories may not project forward of the façade of the first story except iii. Buildings and structures are not permitted to encroach upon any easement or the right-of-way of any public thoroughfare unless expressly permitted elsewhere in this ordinance. b. Setback Encroachments i. Building frontages and components may extend beyond a required front setback as indicated for each type. ii. Cornices, belt courses, sills, buttresses and other architectural features may encroach up to two (2) feet. iii. Chimneys and flues may encroach up to four (4) feet, provided that at least two (2) feet is maintained from the vertical plane of any lot line. iv. Building eaves and roof overhangs may encroach up to three (3) feet, provided that at least two (2) feet is maintained from the vertical plane of any lot line.

31 v. Unenclosed fire escapes or emergency egress stairways may encroach up to four (4) feet into a required side or rear setback, provided that at least two (2) feet is maintained from the vertical plane of any lot line. vi. Mechanical equipment associated with residential uses, such as HVAC units and security lighting, may encroach into a required side or rear setback, provided that at least two (2) feet is maintained from the vertical plane of any lot line. vii. Terraces, uncovered and unenclosed patios, and/ or structures below and covered by the ground may fully encroach into a required setback. viii. Minor structures accessory to utilities, such as hydrants, manholes, transformers, and other cabinet structures, may fully encroach into a required setback. ix. Fences and walls, signs, and landscape buffers may encroach as indicated in 6.7.11 Development Standards. c. Parking Setbacks i. Unless otherwise specified, all off-street parking, including surface and structured parking, but excluding underground parking, must be located at or behind any required parking setback. 3. Height and Massing a. General i. The upper stories of a building may not project, in any direction, beyond the exterior wall plane of the stories below, except through the use of permitted building components and building frontages. b. Facade Orientation i. The facade of a principal building must be built parallel to a front lot line or to the tangent of a curved front lot line. c. Facade Build Out i. Façade build out is a ratio of building width to lot width, measured at the maximum front setback line. ii. The façade of a building must be built to the façade build out ratio that is identified for each building type. iii. For lots with frontage on three sides, façade build out along a secondary frontage is only applicable to the minimum number of stories required for each building type. d. Building Height i. Building height is calculated as the total number of stories of a building. (a) To calculate the number of stories, each story above the Average Ground Level of the lot is counted as one (1) story, except that a single story of twenty-five (25) feet or more is counted as two (2) stories. (b) Any story, excluding the ground story, with a mezzanine or loft is counted as two (2) stories. (c) Interstitial space between stories is counted as an additional story if the space has a walking surface, permanent lighting, a ceiling height of seven feet six inches (7’6”) or more, or is accessed via a stairwell or elevator door. (d) Basements are counted as one (1) story when five (5) feet or more of an exterior wall, excluding the rear wall, is exposed above the average ground level of the lot. (e) Where a lot slopes downward from the facade by more than five (5) feet toward the rear of a building, the basement is not counted as a story. (f) For buildings with frontage on two opposite sides of a block, each story above grade at the frontage with the higher elevation is counted as one (1) story, except that a single ground story of twenty-five (25) feet or more is counted as two (2) stories. e. Building Height Exceptions

32 i. Roof decks; mechanical & stairwell penthouses; roof mounted cellular, radio, and Internet transmission equipment; vents or exhausts; solar panels or skylights; flagpoles; belfries, chimneys, cupolas, monuments, parapets, spires, steeples, and other non-habitable architectural features are permitted on roofs. f. Story Height i. Ground story height is measured vertically from the surface of the finished floor to the bottom of the structural beam or joists above, whichever is less. ii. Upper story height is measured vertically from the surface of the finished floor to the surface of the finished floor above. When there is no floor above, story height is measured from the surface of the finished floor to the top of the finished roof. 4. Uses and Features a. Facade Composition i. Fenestration (a) Fenestration must be provided as indicated for each building type and is calculated as a percentage of the area of a façade. See Section 6.7.6.C. 1. Ground story fenestration is measured between two (2) feet and twelve (12) feet above the Abutting sidewalk. 2. Upper story fenestration is measured independently for each story, from the top of a finished floor to the top of the finished floor above. (b) Fenestration enclosed with glazing may be included in the calculation if it meets the following criteria: 1. For ground story fenestration, glazing must have a minimum 60% Visible Light Transmittance (VLT) and no more than 15% Visible Light Reflectance (VLR). 2. For upper story fenestration, glazing must have must have a minimum of 40% VLT and no more than 15% VLR. (c) Fenestration requirements are only applicable to facades (ie. exterior walls not facing a front lot line are exempt). ii. Blank Wall Area (a) Blank Wall area is any portion of a facade that does not include fenestration (doors and windows) and surface relief through the use of columns, cornices, moldings, piers, pilasters, sills, sign bands, other equivalent architectural features that either recess or project from the average plane of the facade by at least four (4) inches. (b) Blank Wall area limitations apply both vertically and horizontally for all stories of a building for any facade. b. Building Components i. Building components are accessory features that increase the habitable square footage or enhance the usefulness of a building and are permitted as indicated for each Building Type. c. Frontage Types i. Building Frontage Types provide a gradual transition and strong interface between the private realm (building interiors) and the public realm (sidewalks, thoroughfares, and civic spaces) and are permitted as indicated for each Building Type. ii. At least one (1) building Frontage Type is required for each principal building. iii. Buildings may include multiple frontage types along their width. d. Pedestrian Access i. Principal entrances must located on the facade of a building, provide both ingress and egress, and be operable at all times. (a) Principal entrances for ground floor residential uses may be permitted on exterior walls oriented toward side lot lines by Special Permit.

33 1. In its discretion to approve or deny a Special Permit authorizing a principal entrance on an exterior wall oriented toward a side lot line, the Planning Board shall consider the following: a) The review considerations for all Special Permits as specified in Section 5.1 Special Permits. b) Privacy of residential uses on neighboring lots. c) Visibility of the entrance(s) from the public right of way and legibility of the means of access for emergency services. ii. Principal entrance spacing is measured as the distance between the centerline of doors along a facade. iii. Principal entrance spacing requirements must be met for each building individually, but are not applicable to adjacent buildings. e. Use & Occupancy i. Habitable Space Depth (a) Ground story dwelling units must have a habitable room at least twenty feet in depth, measured as the distance from the facade towards the interior of the building. ii. Commercial Space Depth (a) Ground story spaces intended for a commercial tenant must have a leasable area with the depth indicated for each Building Type on Table 6.7.10 (A). This depth must be provided for at least seventy percent (70%) of the floor area of the space, measured as the distance from the facade towards the interior of a building. (b) Ground story commercial spaces may be designed as a micro retail space by Special Permit. 1. In its discretion to approve or deny a Special Permit authorizing a micro retail space, the Planning Board shall consider the following: d) The review considerations for all Special Permits as specified in Section 5.1 Special Permits; e) The viability of the space to provide for Retail and Arts & Creative Enterprise uses that might otherwise be priced out of the neighborhood. 5. Dimensional Compliance a. Development may deviate up to five (5) percent (5%) from the building width; point tower width, depth, and diagonal; façade build out; fenestration; entrance spacing; and commercial space depth standards identified for each Building type in Section 6.7.10.C by Special Permit. i. In its discretion to permit development to deviate up to five (5) percent, the Planning Board shall consider the following: (a) The review considerations for all Special Permits as specified in Section 5.1 Special Permits; (b) If the proposed deviation can provide a positive refinement of the massing of a building in context to its surroundings, improve floor plate efficiency, provide for unique storefront design, or better accommodate the individual needs of commercial tenants. B. Permitted Building Types 1. Building Types are permitted according to Table 6.7.10 (A)

34 Table 6.7.10 (A) – Permitted Building Types Y = Permitted by Right N = NOT Permitted Sub-District Apartment Building General Building Commercial Building Laboratory Building Mid-Rise Podium Tower Lined Parking Garage Commercial Core N Y Y Y N N Mid-Rise 4 Y Y Y Y N N Mid-Rise 5 Y Y Y Y N N High Rise N Y Y Y Y Y

35 C. Specific to Each Building Type 1. Apartment Building – a multi story Building Type limited to residential uses. Mid-Rise 4 (MR-4) Mid-Rise 5 (MR-5) Lot Standards Permeable Surface (min) 10% 10% Landscape (min) 25% 25% Pedestrian Circulation Space (min) 15% 15% Building Setbacks Primary & Secondary Front Setback (min/max) 2 ft / 15 ft 2 ft / 15 ft Side Setback (min) 0 ft 0 ft Side Setback Abutting RA, RB, or a LHD (min) 5 ft 5 ft Rear Setback (min) 10 ft 10 ft Rear Setback Abutting RA or RB (min) 15 ft 15 ft Parking Setbacks Primary Front Setback (min) 30 ft 30 ft Secondary Front Setback (min) 10 ft (surface) 2 ft (structured) 10 ft (surface) 2 ft (structured) Building Massing Building Width (max) 200 ft 200 ft Façade Build Out, Primary (min) 80% 80% Façade Build Out, Secondary (min) 65% 65% Floor Plate (max) 15,000 20,000 Building Height (min) 3 stories 3 stories Building Height (max) 4 stories 5 stories Ground Story Height (min) 10 ft 10 ft Upper Story Height (min) 10 ft 10 ft Ground Story Elevation (min) 2 ft 2 ft Façade Composition Ground Story Fenestration (min) 20% min; 50% max 20% min; 50% max Upper Story Fenestration 20% min; 50% max 20% min; 50% max Blank Wall (max) 20 ft 20 ft Frontage Types Stoop Permitted Permitted Forecourt Permitted Permitted Lobby Entrance Permitted Permitted Storefront Not Permitted Not Permitted Terrace Not Permitted Not Permitted Lightwell Permitted Permitted Arcade Not Permitted Not Permitted Use & Occupancy Entrance Spacing (max) n/a n/a Commercial Space Depth (min) n/a n/a

36 2. General Building – a multi story Building Type with ground floor commercial uses. Mid-Rise 4 (MR-4) Mid-Rise 5 (MR-5) High Rise (HR) Lot Standards Permeable Surface (min) 10% 10% - Landscape (min) 25% 25% - Pedestrian Circulation Space (min) 15% 15% 15% Building Setbacks Primary & Secondary Front Setback (min/max) 2 ft / 15 ft 2 ft / 15 ft 2 ft / 15 ft Side Setback (min) 0 ft 0 ft 0 ft Side Setback Abutting RA, RB, or a LHD (min) 5 ft 5 ft 5 ft Rear Setback (min) 10 ft 10 ft 10 ft Rear Setback Abutting RA or RB (min) 15 ft 15 ft 15 ft Parking Setbacks Primary Front Setback (min) 30 ft 30 ft 30 ft Secondary Front Setback (min) 10 ft (surface) 2 ft (structured) 10 ft (surface) 2 ft (structured) 10 ft (surface) 30 ft (structured) Building Massing Building Width (max) 200 ft 200 ft 200 ft Façade Build Out, Primary (min) 80% 80% 80% Façade Build Out, Secondary (min) 65% 65% 65% Floor Plate (max) 15,000 sf 20,000 sf 30,000 sf Building Height (min) 3 stories 3 stories 3 stories Building Height (max) 4 stories 5 stories 6 stories Ground Story Height (min) 14 ft 14 ft 14 ft Upper Story Height (min) 10 ft 10 ft 10 ft Façade Composition Ground Story Fenestration (min) 70% min 70% min 70% min Upper Story Fenestration 20% min; 50% max 20% min; 50% max 20% min; 50% max Blank Wall (max) 20 ft 20 ft 20 ft Frontage Types Stoop Not Permitted Not Permitted Not Permitted Forecourt Permitted Permitted Permitted Lobby Entrance Permitted Permitted Permitted Storefront Permitted Permitted Permitted Terrace Permitted Permitted Permitted Lightwell Not Permitted Not Permitted Not Permitted Arcade Permitted Permitted Permitted Use & Occupancy Entrance Spacing (max) 30 ft 30 ft 30 ft Commercial Space Depth (min) 30 ft. 30 ft. 30 ft.

37 3. Commercial Building - A multi-story Building Type limited to commercial uses. Commercial Core (CC) Mid-Rise 4 (MR-4) Mid-Rise 5 (MR-5) High Rise (HR) Lot Standards Permeable Surface (min) - 10% 10% - Landscape (min) - 25% 25% - Pedestrian Circulation Space (min) 15% 15% 15% 15% Building Setbacks Primary & Secondary Front Setback (min/max) 2 ft / 15 ft 2 ft / 15 ft 2 ft / 15 ft 2 ft / 15 ft Side Setback (min) 0 ft 0 ft 0 ft 0 ft Side Setback Abutting RA, RB, or a LHD (min) 5 ft 5 ft 5 ft 5 ft Rear Setback (min) 10 ft 10 ft 10 ft 10 ft Rear Setback Abutting RA or RB (min) 15 ft 15 ft 15 ft 15 ft Parking Setbacks Primary Front Setback (min) 30 ft 30 ft 30 ft 30 ft Secondary Front Setback (min) 10 ft (surface) 2 ft (structured) 10 ft (surface) 2 ft (structured) 10 ft (surface) 2 ft (structured) 10 ft (surface) 30 ft (structured) Building Massing Building Width (max) 200 ft 200 ft 200 ft 200 ft Façade Build Out, Primary (min) 80% 80% 80% 80% Façade Build Out, Secondary (min) 65% 65% 65% 65% Floor Plate (max) 30,000 15,000 20,000 30,000 Building Height, Primary Frontage (min) 4 stories 2 stories 2 stories 4 stories Building Height, Secondary Frontage (min) 3 stories N/A N/A N/A Building Height (max) Varies by CC District Map Designation 4 stories 5 stories 10 stories Ground Story Height (min) 14 ft 14 ft 14 ft 14 ft Upper Story Height (min) 13 ft 13 ft 13 ft 13 ft Façade Composition Ground Story Fenestration (min) 70% min 70% min 70% min 70% min Upper Story Fenestration 20% min; 70% max 20% min; 70% max 20% min; 70% max 20% min; 70% max Blank Wall (min) 20 ft 20 ft 20 ft 20 ft Frontage Types Stoop Not Permitted Not Permitted Not Permitted Not Permitted Forecourt Permitted Permitted Permitted Permitted Lobby Entrance Permitted Permitted Permitted Permitted Storefront Permitted Permitted Permitted Permitted Terrace Permitted Permitted Permitted Permitted Lightwell Not Permitted Not Permitted Not Permitted Not Permitted Arcade Permitted Permitted Permitted Permitted Use & Occupancy Entrance Spacing (max) 30 ft 30 ft 30 ft 30 ft Commercial Space Depth (min) 30 ft 30 ft 30 ft 30 ft

38 4. Lab Building – a multi story Building Type purpose built for laboratory and research & development uses. Commercial Core (CC) High Rise (HR) Lot Standards Pedestrian Circulation Space (min) 15% 15% Building Setbacks Primary & Secondary Front Setback (min/max) 2 ft / 15 ft 2 ft / 15 ft Side Setback (min) 0 ft 0 ft Side Setback Abutting RA, RB, or a LHD (min) 5 ft 5 ft Rear Setback (min) 10 ft 10 ft Rear Setback Abutting RA or RB (min) 15 ft 15 ft Parking Setbacks Primary Front Setback (min) 30 ft 30 ft Secondary Front Setback (min) 10 ft (surface) 2 ft (structured) 10 ft (surface) 30 ft (structured) Building Massing Building Width (max) 240 ft 240 ft Façade Build Out, Primary (min) 80% 80% Façade Build Out, Secondary (min) 65% 65% Floor Plate (max) 35,000 35,000 Building Height (min) 3 stories 3 stories Building Height (max) varies* 9 stories Ground Story Height (min) 14 ft 14 ft Upper Story Height (min) 15 ft 15 ft Façade Composition Ground Story Fenestration (min) 70% min 70% min Upper Story Fenestration 20% min; 70% max 20% min; 70% max Blank Wall (min) 20 ft 20 ft Frontage Types Stoop Not Permitted Not Permitted Forecourt Permitted Permitted Lobby Entrance Permitted Permitted Storefront Permitted Permitted Terrace Permitted Permitted Lightwell Not Permitted Not Permitted Arcade Permitted Permitted Use & Occupancy Residential Density (max) n/a n/a Entrance Spacing (max) 30 ft 30 ft Commercial Space Depth (min) 30 ft 30 ft

39 5. Podium Tower Building – a multi story Building Type composed of a residential point tower above a mid-rise podium building. High Rise (HR) Lot Standards Pedestrian Circulation Space (min) 15% Building Setbacks Primary & Secondary Front Setback (min/max) 2 ft / 15 ft Side Setback (min) - Podium (Abutting RA, RB, or a LHD) 0 ft (5 ft) Tower (Abutting RA, RB, or a LHD) 30 ft (60 ft) Rear Setback (min) - Podium (Abutting RA or RB) 10 ft (15 ft) Tower (Abutting RA or RB) 30 ft (60 ft) Parking Setbacks Primary Front Setback (min) 30 ft Secondary Front Setback (min) - Surface Parking 10 ft Structured Parking 30 ft Building Massing Building Width (max) 250 ft Façade Build Out, Primary (min) 80% Façade Build Out, Secondary (min) 65% Floor Plate (max) - Podium 35,000 Point Tower 10,000 Building Height (min) 3 stories Building Height (max) - Podium 6 stories Point Tower 20 stories total (14 additional) Point Tower Dimensions (max) - Width/Depth 100 ft Diagonal 142 ft Ground Story Height (min) 14 ft Upper Story Height (min) 10 ft Façade Composition Ground Story Fenestration (min) 70% min Upper Story Fenestration 20% min; 50% max Blank Wall (min) 20 ft Frontage Types Stoop Not Permitted Forecourt Permitted Lobby Entrance Permitted Storefront Permitted Terrace Permitted Lightwell Not Permitted Arcade Permitted Use & Occupancy Ground Floor Entrance Spacing (max) 30 ft Commercial Space Depth (min) 30 ft

40 6. Lined Parking Garage – A multi-story, structured parking facility lined and/or capped by other permitted Building Types. See Table 6.7.8 (A) and the individual tables for each Building Type. High Rise (HR) Lot Standards Pedestrian Circulation Space (min) 15% Building Setbacks Primary & Secondary Front Setback (min/mvax) 2 ft / 15 ft Side Setback (min) 0 ft Side Setback Abutting RA, RB, or a LHD (min) 5 ft Rear Setback (min) 10 ft Rear Setback Abutting RA or RB (min) 15 ft Parking Setbacks Primary Front Setback (min) 30 ft Secondary Front Setback (min) 10 ft (surface) 30 ft (structured) Building Massing Building Dimensions (max) 200 ft x 360 ft (Including Liner Buildings) Façade Build Out, Primary (min) 80% Façade Build Out, Secondary (min) 65% Floor Plate n/a Building Height (min) 3 stories Building Height (max) 5 stories (other Building Types may be added above) Ground Story Height (min) Per Liner Building Type Upper Story Height (min) Per Liner Building Type Façade Composition Ground Story Fenestration (min) Per Liner Building Type Upper Story Fenestration Per Liner Building Type or 20% min; 50% max Blank Wall 20 ft Frontage Types Stoop Not Permitted Forecourt Per Liner Building Type Lobby Entrance Permitted Storefront Per Liner Building Type Terrace Per Liner Building Type Lightwell Not Permitted Arcade Per Liner Building Type Use & Occupancy Ground Floor Entrance Spacing (max) Per Liner Building Type Commercial Space Depth (min) Per Liner Building Type

41 D. Building Components 1. Dimensional Standards for Each Component Type a. Each Building Component type is permitted according to Table 6.7.10 (B). Table 6.7.10 (B) – Building Component Dimensional Standards Awning Balcony Bay Entry Canopy Width (min) N/A 5 feet 50% of Façade or Elevation N/A Depth 4 feet (min) 5 feet (min) 3 feet (max) 3 feet (min) Height (min) N/A N/A Same as building N/A Area (min) N/A 50 sf N/A N/A Clearance (min) 8 feet One (1) Story N/A 8 feet Setback from Curb (min) 1.5 feet N/A N/A 1.5 feet Permitted Setback Encroachment (max) 100% 100% 100% 100% Valance Height (min/max) 6 inches / 12 inches N/A N/A N/A 2. Specific to Each Component Type a. Awning i. An awning is a building component consisting of a wall mounted, pitched covering extending from a building to provide shade and weather protection for pedestrians. ii. Awnings must be securely attached to and supported by the building and must fit the windows or doors the awning is attached to. iii. An awning must be made of durable, weather-resistant material that is water repellant. iv. Internally illuminated or backlit awnings are prohibited. v. An awning that projects over the sidewalk of a public thoroughfare requires compliance with all City Ordinances. b. Balcony i. A balcony is a building component consisting of a platform with a railing that provides outdoor Amenity Space. ii. Balconies may be recessed, projecting, a combination of the two, or terraced as part of the roof of a portico, porch, or bay. iii. A projecting balcony must have a clear height above the ground of at least ten feet. iv. A balcony that projects over the sidewalk of a public thoroughfare requires compliance with all City Ordinances. v. The balustrade of any balcony oriented toward a front lot line must permit visual supervision of the public realm through the posts and rails. c. Bay Window i. A bay window is a building component consisting of a window assembly extending from the main body of a building to permit increased light, multi- direction views, and articulate a buildings facade. ii. Bay windows must have a foundation extend all the way to ground level or be visually supported by brackets or other architectural supports. iii. Bay windows projecting over the sidewalk of a public thoroughfare must have two (2) stories of clearance and require compliance with all City Ordinances. d. Entry Canopy i. An Entry Canopy is a building component that consists of a wall-mounted structure providing shade and weather protection over the entrance of a building. ii. Entry canopies must be visually supported by brackets, cables, or rods. iii. The width of an Entry Canopy must be equal to or greater than the width of the doorway surround or exterior casing it is mounted over. iv. An entry canopy that encroaches into the right-of-way of a public thoroughfare requires compliance with all City Ordinances.

42 E. Frontage Types 1. Dimensional Standards for Each Frontage Type a. Each Frontage type is permitted according to Table 6.7.10 (C). Table 6.7.10 (C) – Frontage Type Dimensional Standards Stoop Lightwell Forecourt Lobby Entrance Storefront Terrace Arcade Width (min) 4 feet (landing) N/A 12 feet 20 feet 30 feet N/A N/A Depth (min) 4 feet (landing) 8 feet 12 feet N/A N/A 8 feet 10 feet Height (min) N/A N/A N/A N/A N/A N/A 1 story Permitted Setback Encroachment (max) 100% 100% N/A N/A N/A 100% N/A Height to Width Ratio (max) N/A N/A 2 : 1 N/A N/A N/A N/A Landscaped Area (min) N/A N/A 30% N/A N/A N/A N/A Distance between Fenestration (min) N/A N/A N/A 2 feet 2 feet N/A N/A Depth of Recessed Entry (min) N/A N/A N/A 5 feet 5 feet N/A N/A Finish Above Sidewalk (max) N/A N/A N/A N/A N/A 4 feet N/A Distance between Stairs (max) N/A N/A N/A N/A N/A 50 feet N/A Fenestration of Basement Level (min) N/A N/A N/A N/A N/A N/A N/A Residential N/A 20% N/A N/A N/A N/A N/A Commercial N/A 50% N/A N/A N/A N/A N/A 2. Specific to Each Frontage Type a. Stoop i. A Stoop is a Frontage Type featuring a set of stairs with a landing leading to the principal entrance of a building. ii. Paving, excluding driveways, must match the Abutting sidewalk unless paved with pervious, pourous, or permeable materials. iii. Stairs may be recessed into the building facade when the building is setback four (4) feet or less. iv. Stairs are not permitted to encroach onto any Abutting sidewalk. v. Stairs may be built perpendicular or parallel to the building facade, but must lead directly to ground level or an Abutting sidewalk. b. Lightwell i. A Lightwell is a Frontage Type where the ground level is sunken to allow light and sometimes access into basement levels or to accommodate a change in grade at the front of a building. ii. The principal entrance to upper stories must be provided at the ground story, rather than the basement. iii. An entrance to the basement is permitted on the below grade portion of the facade. iv. Fenestration may be enclosed with glazing that has a minimum 60% Visible Light Transmittance (VLT) and no more than 15% Visible Light Reflectance (VLR) for below grade commercial uses and a minimum of 40% VLT and no more than 15% VLR for below grade residential uses.

43 v. A short fence is required at the front the sunken portion of the lot. c. Forecourt i. A Forecourt is a Frontage Type featuring a landscaped semi-public area, open to the sky, formed by a recess in a central portion of a buildings facade. ii. Paving, excluding driveways, must match the Abutting sidewalk unless paved with pervious, pourous, or permeable materials. iii. Forecourts are considered part of the building for the purpose of measuring facade build out. iv. A forecourt must be enclosed by walls on three sides. v. Porches, stoops, porticos, entry canopies, and balconies may encroach into the forecourt. vi. Driveways, parking spaces, passenger drop-offs, garage entrances, loading and service areas, exhaust vents, mechanical equipment, and refuse or recycling storage are not permitted in forecourts. d. Lobby Entrance i. A Lobby Entrance is a Frontage Type featuring a sidewalk-grade principal entrance providing access to upper story uses of a building. ii. Lobby entrances must be well defined, clearly visible, and universally accessible from the Abutting sidewalk. iii. When a lobby entrance is setback from the front lot line, the setback area must be paved. Storefront iv. A Storefront is a Frontage Type conventional for retail and eating & drinking establishments featuring a sidewalk-grade principal entrance accessing an individual ground story space with substantial display windows for the display of goods, services, and signs. v. When storefronts are setback from the front lot line, the frontage must be paved to match the Abutting sidewalk. e. Terrace i. A Terrance is a Frontage Type featuring an elevation of the ground level to accommodate a change in grade that provides circulation and access along the front of a building. ii. Terraces must be paved to match the Abutting sidewalk. iii. Frequent steps up to the terrace are required to avoid Blank Wall along the sidewalk and maximize pedestrian access. f. Arcade i. An Arcade is a Frontage Type featuring a colonnade supporting habitable space (upper stories) over the recessed ground story of a building. ii. The height and the proportions of an Arcade should correspond to the facade consistent with the architectural style of the building, but must provide a minimum vertical clearance of ten (10) feet and project horizontally from the facade a minimum of ten (10) feet. iii. Arcades may only be combined with Lobby Entrance and Shopfront Frontage Types and columns should correspond with the columns, pilasters, or piers between Lobby Entrances and Storefronts. F. Outdoor Amenity Space 1. General a. At least one (1) Outdoor Amenity Space is required for each dwelling unit. b. Outdoor Amenity Spaces may include balconies, patios, roof decks and roof terraces. c. Each outdoor Amenity Space must provide at least twenty-four (24) square feet of furniture area. d. Apartment Building, General Building, and Mid-Rise Podium Tower Building Types may provide shared outdoor Amenity Space, provided that the space includes the total furniture area required for each unit that the shared space is meant to serve. G. Building Design Standards 1. Contextual Massing & Design

44 a. Buildings in the Mid-Rise 4 and Mid-Rise 5 district that are greater than one hundred (100) feet in width must be designed to read as two (2) or more buildings with varied architectural design. b. The upper stories of any building in the High-Rise district that exceeds five (5) stories in height must step back at either the 3rd, 4th, or 5th story at least ten (10) feet from the façade of the stories below for any building fronting Somerville Avenue, Washington Street, Prospect Street, or Webster Street and at least thirty (30) feet from the façade of the stories below for any building fronting Merriam Street. c. Any Podium Tower building in the High-Rise district fronting onto Somerville Avenue, Washington Street, or Merriam Street is limited to ten (10) stories in height. 2. Façades a. All building facades must provide surface relief through the use of balconies, Bay Windows, cladding, columns, corner boards, cornices, door surrounds, moldings, piers, pilasters, sills, sign bands, windows, and other architectural features that either recess or project from the average plane of the facade by at least four (4) inches. b. Vents, exhausts, and other utility features on building facades must be architecturally integrated into the design of the building. 3. Storefronts a. Storefronts must be designed to include, at minimum, columns, pilasters, or piers supporting a proportional fascia or frieze and cornice that serves as a sign band. i. Display windows must extend to at least eight (8) feet above the grade of the Abutting sidewalk. ii. A paneled or rendered stallriser at least one (1) foot in height should be included below display windows. iii. The principal entrance of a storefront must be a glass panel door centered between or set to one side of the display windows. b. Storefront entrances may be recessed up to five (5) feet behind the plane of the facade, provided that the recessed area is no wider than fifteen (15) feet per individual entry. c. Where height permits, transom windows should be included above storefront doors and display windows to allow additional natural daylight to penetrate into the interior space. d. When present, awnings and canopies must be mounted between storefront columns, pilasters, or piers; above doorway and window openings; and below the fascia/frieze of a storefront sign band. e. An unobstructed view of the ground story interior space or maintained and lighted merchandise display(s) must be provided for a depth of at least four (4) feet behind the glass of storefront display windows. f. Security grills, gates, and roll-down security doors and windows are prohibited. 4. High-Rise Buildings a. Towers i. The separation distance between all TOWERS must be at least eighty (80) feet, measured from the exterior walls and excluding balconies. ii. The separation distance between TOWERS may be decreased to a minimum of fifty (50) feet by Special Permit through the use of creative architectural solutions such as offset towers/views, non-parallel walls, or tapering/curved tower forms, that increase the actual or perceived tower separation distance, provided that both privacy and natural light are provided and no adverse environmental conditions are created. (a) In its discretion to approve or deny a Special Permit authorizing a decrease in tower separation below the standard eighty (80) foot minimum, the Planning Board shall consider the following: 1. The review considerations for all Special Permits as specified in Section 5.1 Special Permits; 2. Shadow impacts cast on adjacent sites and on-site uses; 3. View corridors from windows of new and existing towers;

45 4. The effectiveness of architectural techniques to increase the actual or perceived tower separation distance. 5. Environmental Performance a. The Planning Board shall establish standards for Design & Site Plan Review applications to demonstrate the following: i. That shadows cast by high-rise buildings do not substantially and adversely limit ground level access to sunlight on sidewalks and Civic Spaces. ii. That pedestrian level wind velocities do not exceed acceptable levels for various activities existing or proposed at particular locations. iii. That buildings do not cause visual impairment or discomfort due to reflective spot glare in the public realm or solar heat buildup in any nearby buildings. 6. Green Buildings a. New construction or alterations between 25,000 and 50,000 SF of gross floor area must be LEED Silver certifiable. b. New construction or alterations greater than 50,000 SF of gross floor area must be LEED Gold certifiable. c. Development subject to the E.4.a and E.4.b (above) must meet the standards of the most current LEED building rating system. During the twelve (12) month time period after the adoption of a new version of LEED, applications may be submitted demonstrating compliance to the immediately previous or newly adopted version of the LEED building rating system. 7. Mechanical Equipment Noise Mitigation a. Sound emanating from rooftop mechanical equipment must be minimized to every extent practicable including, but not limited to, the location and sizing of equipment, the selection of equipment, and sound attenuation measures. b. At a minimum, rooftop mechanical equipment must not exceed ambient noise levels at ground level measured at the property line or cause a noise disturbance as defined by the Somerville Code of Ordinances Article VII, Division 2, Section 9-114. c. Prior to and as a condition of the issuance of a Certificate of Occupancy for new construction, an acoustical report, including field measurements, demonstrating compliance with all applicable noise requirements must be prepared by a professional acoustical engineer and submitted to the Building Official. H. Architectural Design Guidelines 1. In the absence of official Union Square Architectural Design Guidelines adopted by the Planning Board, the following shall inform the Design Review process required for all development within the USOD. a. Vertical & Horizontal Articulation i. Building facades should be vertically articulated with Architectural Bays to visually break down and minimize the apparent mass of buildings, shorten the perception of distance/length, provide structure to the composition and disposition of fenestration, enhance pedestrian orientation, and add visual interest to the public realm. ii. Architectural bays should be derived, in general, from the building’s structural bay spacing. iii. Architectural bays should have buttresses, pilasters, columns, or piers that extend either all the way to the ground or to the cornice and sideband of ground level storefronts. iv. Architectural bays should align, in general, with individual or groups of storefront and lobby entrance frontages of the ground story of a building. v. Building facades should be horizontally articulated with a clearly defined base, middle, and top. Visual differentiation between the base, middle, and top should be achieved using a cornice, band, or other architectural features(s) that visually indicates a horizontal line of expression and creates surface relief, depth, and shadow. vi. In most circumstances, the vertical buttresses, pilasters, columns, or piers of Architectural Bays should always project further and be uninterrupted by any

46 horizontal elements of a façade, excluding the cornice, band, or other architectural feature(s) used to differentiate the base, middle, and top of a building from one another. b. Fenestration i. Changes in fenestration patterns should be used to help differentiate the base, middle, and top of buildings. ii. Within the base, middle, and top of a building, Fenestration should align vertically within each architectural bay and horizontally across each story of a building. iii. Upper stories should have a window to wall area proportion that is lower than that of the ground floor. iv. Windows should be punched into walls and glass should be inset from exterior wall surfaces. v. Series of windows set side by side to form a continuous horizontal band across a facade (aka ‘ribbon windows’) should be avoided. vi. Solid wall materials should be used to frame groups of windows to reduce the perceived scale of a building. c. Materials i. The palette of wall materials and colors used for a building should be kept to a minimum, preferably three. Similar wall materials as found on adjacent or nearby buildings should be used to strengthen district character and provide continuity and unity between buildings of divergent size, scale, and architectural styles. ii. Acceptable wall materials include architectural concrete or precast concrete panels, natural or cast stone, curtain wall and heavy gage metal panel, and brick. Value added materials such as natural or cast stone, concrete, glazed or unglazed architectural terracotta, and brick should be used as wall materials where pedestrians closely encounter and interact with buildings. iii. Exterior Insulation and Finish Systems (EIFS) should never be used for the base of a building. iv. Horizontal or vertical board siding and shingles, whether wood, metal, plastic (vinyl), masonry, or composite materials, should only be used for smaller scale apartment buildings. v. Two or more wall materials should be combined only one above the other. Wall materials appearing heavier in weight should be used below wall materials appearing lighter in weight. vi. Building wall materials that are lighter in color, tint, or shade should be used for the lower floors of a building, with materials darker in color, tint, or shade used above. vii. If a building’s massing and pattern of fenestration is complex, simple or flat wall materials should be used; if a building’s massing and pattern of fenestration is simple, walls should include additional texture and surface relief. viii. Side and rear building elevations that are visible from the public realm should have a level of trim and finish that is compatible with the façade of the building. ix. Balconies should have either metal railing or glass guardrail systems. d. Storefronts i. The design of storefronts should invite interaction, enliven the pedestrian environment, and provide a secondary, more intimate source of lighting at night. ii. Monotonous and repetitive storefront and sign designs and types should be avoided. iii. Where a pedestrian street intersects with a side street, commercial spaces should wrap the corner and include at least one storefront bay on the side street.

47 iv. Awnings are encouraged for each storefront to provide weather protection for pedestrians and storefront display areas. Awnings should be open-ended, and operable. v. Bi-fold glass windows and doors and other storefront systems that open to permit a flow of customers between interior and exterior space are encouraged. e. Entrances i. Principal entrances should be optimally located, well defined, clearly visible, and universally accessible from the adjacent sidewalk. ii. Each ground floor use should have an individual entrance with direct access onto a sidewalk. iii. Storefront doors should not obstruct pedestrians walking past or alongside a building. iv. Lobby entrances required for upper story uses should be limited in width (frontage) and separate from the entrance for any ground floor uses. v. Features such as a double-height ceiling, distinctive doorway, decorative lighting, recessed façade, or a change in paving material within the setback area should be used to make lobbies for upper story commercial uses distinctive while preserving floor space for other ground floor uses. f. Details i. Exterior lighting (building, storefront, and landscape) should be integrated into the design of the building, create a sense of safety, and encourage pedestrian activity at night through layers of light that contribute to the nighttime experience. ii. Exterior lighting should relate to pedestrians and accentuate major architectural or landscape features, but should be shielded to reduce glare and eliminate light being cast into the night sky. iii. The upper portions of buildings, especially high-rise buildings, should provide visual interest and a variety in detail and texture to the skyline. iv. Mechanical and utility equipment should be integrated into the architectural design of the building or screened from public view. Penthouses should be integrated with the buildings architecture, and not appear as foreign structures unrelated to the building they serve. v. Ventilation intakes/exhausts should be located to minimize adverse effects on pedestrian comfort along the sidewalk and within outdoor spaces. vi. Buildings at terminated vistas should be articulated with design features that function as focal points to create memorable views that add to the character and enhance the aesthetics of the neighborhood. vii. Architectural details, ornamentation, and articulations should be used with building fenestration to create a harmonious composition that is consistent throughout the building, so that the building appears as a unified whole and not as a collection of unrelated parts that adds to the impression of bulk. 6.7.11 Use Provisions A. General 1. The use of real property is regulated according to Table 6.7.11 (A) Principal Uses and Table 6.7.11. (B) Accessory Uses. B. Protected Uses 1. Nothing contained in this Section shall be construed to restrict the use of land or structures for religious or educational activities per M.G.L. Chapter 40A, Section 3. C. Use Categorization System 1. Use Categories a. Principal land uses are grouped into the following use categories for organizational purposes: i. Arts & Creative Enterprise ii. Civic & Institutional iii. Commercial Services

48 iv. Eating & Drinking Establishments v. Industrial vi. Lodging vii. Office viii. Residential ix. Retail x. Urban Agriculture b. Accessory land uses are grouped into the following use categories for organizational purposes: i. Home Occupations ii. Lodging iii. Urban Agriculture iv. Vehicular Parking 2. Use Subcategories a. Within each principal use category, “subcategories” are identified to provide a systematic basis for grouping individual land uses together with other, similar land uses based on common functional, product, or physical characteristics. Characteristics include the type and amount of activity, the manner of tenancy, the conduct of customers, how goods or services are sold or delivered, and likely impact on surrounding properties. D. Category Designation 1. The Building Official shall classify individual land uses on the basis of the use category definitions of §6.7.11.F Principal Use Categories and §6.7.11.G Accessory Use Categories. 2. A use classified into one category cannot also be classified in a different use category. 3. If a use is not listed, but is similar in nature and impact to a permitted use category of §6.7.11.F Principal Use Categories and §6.7.11.G Accessory Use Categories, the Building Official shall interpret the use as permitted. 4. If a use is not listed and cannot be interpreted as similar in nature and impact to a permitted use category of §6.7.11.F Principal Use Categories and §6.7.11.G Accessory Use Categories, the use is prohibited. E. Use Tables 1. Use categories are identified in the first column of the use table and zoning sub-districts are identified by name in the top row of the table. 2. Permitted Uses (Y): Uses identified with a “Y” are permitted by-right in the zoning district indicated upon the granting of a zoning permit certifying when conforming to all applicable provisions of this Ordinance. 3. Special Permit Uses (SP): Uses identified with an “SP” are permitted in the zoning district indicated if granted a Special Permit. Uses permitted by special permit must comply with any applicable use-specific standards in addition to all other applicable provisions of this Ordinance. 4. Prohibited Uses (N): Uses identified with an “N” are prohibited. 5. Use categories not expressly listed on the use table are prohibited.

49 Table 6.7.11 (A) Principal Uses by Sub-District Y = Permitted by Right SP = by Special Permit N = NOT Permitted Use Category Commercial Core Mid-Rise 4 Mid-Rise 5 High Rise Arts & Creative Enterprise Y Y Y Y Civic & Institutional Y Y Y Y Commercial Services Y Y Y Y Eating & Drinking Establishments Y Y Y Y Lodging Y N N N Office Y Y Y Y Residential N SP SP SP Retail Y Y Y Y Urban Agriculture Y Y Y Y Table 6.7.11 (B) Accessory Uses by Sub-District Y = Permitted by Right SP = by Special Permit N = NOT Permitted Accessory Use Category Commercial Core Mid-Rise 4 Mid-Rise 5 High Rise Home Occupation N Y Y Y Lodging N Y Y Y Office Y N N Y Urban Agriculture Y Y Y Y Vehicular Parking N Y Y N F. Special Permits 1. In its discretion to approve or deny a Special Permit authorizing a Residential principal use, the Planning Board shall consider the following: a. The review considerations for all Special Permits as specified in Section 5.1 Special Permits. b. Compliance with the approved Coordinated Development Special Permit and the phasing of development. c. A demonstrated need for residential to catalyze development, transportation services, or existing commercial activities in the neighborhood. G. Use Restrictions 1. Large Floorplate Uses a. Unless otherwise specified, any single ground floor Commercial Service or Retail use greater than ten thousand (10,000) leasable square feet requires a Special Permit. i. In its discretion to approve or deny a special permit authorizing a consumer service or retail sales use over ten thousand (10,000) square feet in gross floor area, the Planning Board shall consider the following: (a) The review considerations for all Special Permits as specified in Section 5.1 Special Permits. (b) Location and design of the principal entrance, loading areas, and service (trash & recycling) areas. (c) The potential desirability of setting back the larger floor plate use along the façade by smaller commercial spaces for Retail or Commercial Service uses. (d) The design of the storefront and care taken to properly address the public realm in support of an active street life. 2. Formula Businesses a. Any use classified under the eating & drinking establishment or retail sales use categories which, along with nine (9) or more other businesses regardless of ownership or location worldwide, does or is required as a franchise, by contractual agreement, or by other arrangement to maintain two (2) or more of the following features: a standardized menu, a standardized facade, a standardized decor and/or

50 color scheme, a standardized uniform, a standardized sign or signage, a trademark or a service mark requires a special permit. i. In its discretion to approve or deny a special permit for a formal business, the Planning Board shall consider the following: (a) The review considerations for all Special Permits as specified in Section 5.1 Special Permits; (b) The existing concentrations of formula businesses within the neighborhood; (c) The availability of other similar formula businesses and the maintenance of a diverse blend of uses within the neighborhood; (d) The compatibility of the proposed formula business with the existing architectural and aesthetic character of the neighborhood; (e) The proposed uses contribution to the nationwide trend of standardized retail offerings that detracts from the uniqueness of Somerville’s neighborhoods; and (f) The existing non-residential vacancy rates within the neighborhood. 3. Drive Through Businesses a. Drive-up and drive-through uses are prohibited. H. Principal Use Categories 1. Arts & Creative Enterprise The arts & creative enterprise principal use category includes sole-proprietors, nonprofit organizations, and commercial businesses involved directly or indirectly creation, production, manufacture, distribution, publishing, rehearsal, broadcast, selling, or teaching of the visual arts, performing arts, applied literature, heritage, media, music, information technology, communications or digital content & applications; or the invention, design, prototyping, fabrication, assembly, and packaging of parts for further assembly or consumer goods for sale. The arts & creative enterprise subcategories are: a. Artisan Production b. Arts Exhibition c. Arts Sales & Service d. Arts Instruction e. Artist Live/Work Space f. Artist Studio Space g. Design Services h. Shared Centers/Incubators & Arts Education 2. Civic & Institutional The civic & institutional principal use category includes public, quasi-public, and private uses that provide unique services that are of benefit to the public as a whole. The civic and institutional principal use subcategories are: a. Community Center b. Educational Facility c. Library d. Minor Utility Facility e. Museum f. Private, Non-Profit Club or Lodge g. Religious Assembly 3. Commercial Services The commercial services principal use category includes uses and activities that provide various services, entertainment, or recreation to individuals, groups, or businesses. Drive-up and drive-through service is prohibited. The commercial services principal use subcategories are: a. Animal Services b. Assembly & Entertainment c. Banking & Financial Services d. Broadcast & Recording Studio e. Building & Home Repair Services

51 f. Business Support Services g. Car-Share Parking h. Caterer/Wholesale Food Production i. Day Care Service j. Maintenance & Repair of Consumer Goods k. Gym or Health Club l. Funeral Home m. Health Care Provider n. Recreation Facility o. Vehicular Parking 4. Eating & Drinking Establishments The eating & drinking principal use category includes uses that prepare or serve food or beverages for on- or off-site sale and/or consumption. The eating & drinking establishments category does not include the sale of alcohol for off-site consumption. Drive-up and drive- through service is prohibited. Outdoor cafe seating with table-service or self-service may be provided according to Section 6.7.10.C. Outdoor Cafe Seating. The eating & drinking establishment principal use subcategories are: a. Bar or Tavern b. Restaurant/Café/Bakery 5. Lodging The lodging principal use category includes uses characterized by visitor-serving facilities that provide temporary lodging in guest rooms or guest units, for compensation. Ancillary facilities for the exclusive use by guests including pools, limited storage, restaurants, bars, meeting rooms, and offices are permitted. The lodging principal use subcategories include: a. Bed & Breakfast b. Hotel or Hostel 6. Office The office principal use category includes uses and activities that perform administrative, professional, or clerical operations. The office principal use subcategories are: a. Shared Workspaces (to include Co-Working, Incubator, Accelerators, etc.) b. General Office c. Research & Development/Laboratory 7. Residential The residential principal use category includes uses that provide living accommodations for one or more persons in a principal Building Type. The residential principal use subcategories are: a. Household Living b. Group Living 8. Retail The retail principal use category includes activities involving the sale, lease, or rental of new or used goods to the ultimate consumer. The retail principal use subcategories are: a. Building/Home Supplies & Equipment b. Consumer Goods c. Fresh Food Market/Grocery Store 9. Urban Agriculture The urban agriculture principal use category includes a range of food growing practices including farming and the keeping of chickens and/or bees, but not other types of livestock. Urban agriculture uses that are accessory to residential uses on the same lot are regulated by §6.7.10.H.3. Urban Agriculture (Accessory Use Category). The urban agriculture principal use subcategories are: a. Commercial Farming b. Community Farming c. Community Gardening I. Accessory Use Categories 1. Home Occupations

52 The home occupations accessory use category includes limited business activities carried out incidental to a household living principal use. Home occupations include, but are not limited to, the office of an architect, attorney, engineer, instructor, realtor, sales representative, software developer, teacher and their substantial equivalents that do not involve persons regularly visiting the property for business purposes, but instead primarily involves the operator visiting clients off-site. The following uses are not considered a home occupation: auto or appliance repair, contractor’s shop or storage, barber shop, beauty parlors, commercial stables or kennels, medical or dental office, body art, massage, or acupuncture. The home occupation accessory use subcategories include: a. Creative Studio b. Family Day Care c. Home-Based Business d. Home Office 2. Lodging The lodging accessory use category includes any provision of temporary lodging to visitors for compensation. The lodging accessory use subcategories are: a. Tourist Home 3. Office The office use category includes uses and activities that perform administrative, professional, or clerical operations. The office accessory use subcategories are: a. Animal Housing for Research & Development/Laboratory b. Animal Research Facilities for Research & Development/Laboratory 4. Urban Agriculture The urban agriculture principal use category includes a range of food growing practices including farming and the keeping of chickens and/or bees, but not other types of livestock. The urban agriculture accessory use subcategories are: a. Apiculture b. Aviculture c. Commercial Farming d. Residential Gardening 5. Vehicular Parking The vehicular parking accessory use category includes any storage, for a limited period of time, of operable motor vehicles. The vehicular parking accessory use subcategories are: a. Accessory Parking b. Car-Share Parking 6.7.12 Development Standards A. Screening 1. Loading Facilities a. Outdoor loading facilities, including all docks and areas used for the storage and staging of materials must be screened from view by a wall or fully closed fence between six (6) and twelve (12) feet in height, as necessary to sufficiently screen delivery vehicles, and finished to contribute to the overall improvement of the public realm. b. Loading areas facilities that are fully integrated into a building must be screened with a solid opaque, self-closing door or gate finished to coordinate with the materials and design of the screening wall or fence. c. Loading facility doors are only permitted to be open during loading and unloading activities. 2. Service Areas a. Trash collection, trash compaction, recycling collection and other similar service areas must be fully enclosed by a wall or fully closed fence at least six (6) feet in height with self-closing access doors and finished to match the materials and design of the principal building.

53 b. Service areas that are fully integrated into a building must be screened with an opaque, self-closing door or gate finished to coordinate with the materials and design of the screening wall or fence. 3. Mechanical Equipment a. Roof-Mounted i. Mechanical equipment and elevator/stairwell penthouses must be screened from ground level view from Abutting properties, public thoroughfares (excluding an Alley), and civic spaces by a parapet wall or other screening structure. ii. Roof-mounted sustainable energy systems are exempt. b. Wall-Mounted i. Mechanical equipment may not be located on any facade. ii. Mechanical equipment on any surface that is visible from a public thoroughfare (excluding an Alley) or civic space must be screened by landscaping or an opaque screen constructed of the same materials as the principal building. c. Ground-Mounted i. Mechanical equipment that is visible from a public thoroughfare (excluding an Alley) or civic space must be screened by landscaping or a wall finished to contribute to the overall improvement of the public realm. ii. Screening must be of a height equal to or greater than the height of the mechanical equipment being screened. B. Signs 1. General Standards a. Address Signs i. A sign, individual numerals or letters, or a nonelectrical nameplate identifying the property address is required for all real property as follows: (a) Each ground story non-residential use must identify the street address either on the principal entrance door or above or beside the principal entrance of the use. (b) All residential Building Types must identify the street address either on the principal entrance door, above or beside the principal entrance, or on a mailbox. ii. Address signs must be made easily visible through the use of colors or materials that contrast with the background material they are attached to and must be conspicuously located to provide visibility from the thoroughfare that the building faces. iii. Address signs must be twelve (12) inches in height or less and may include the name of the occupant. b. Exempt Signs i. The following signs are exempt from regulation under this Section: (a) A public notice or informational sign required by federal, state, or local law, regulation, or ordinance and any special event, directional, or other sign erected by a government agency or public utility in the performance of public duty; (b) Names of buildings, dates of erection, commemorative tablets and the like when carved into stone, made of cast metal, or other permanent type of material; (c) Credit card, trading stamp, or trade association signs not exceeding one-half (0.5) square feet each and not exceeding ten per establishment; (d) A clock, thermometer, barbershop pole or similar device not part of a permanent sign; (e) The flag of any nation, state, or City if displayed in a manner conforming to the Flag Code (4 USC §5 (2011) et seq.); (f) Historic building identification; (g) Holiday signs and/or decorations, yard sale & garage sale signs;

54 (h) Elections signs; and (i) Any sculpture, statue, relief, mosaic, or mural that is a work of art or otherwise decorative and does not include a commercial message or symbol. c. Prohibited Signs i. The following signs are prohibited: (a) Any sign that flashes, moves, blinks, rotates, simulates motion, features electronic sign copy, or has illumination that changes intensity over time; (b) Signs that emit audible sounds, odors, or visible matter; (c) Signs attached to nature or landscape elements, including trees, rocks, and fences; (d) The tacking, posting or otherwise affixing of signs to the exterior walls of buildings and structures; (e) Signs that interfere with free passage from or obstructs any fire escape, downspout, window, door, stairways, ladder, or opening intended as a means of ingress or egress or to provide light or air; (f) Billboards or signs advertising goods or services not provided on the premises; (g) Any sign and/or sign structure that obstructs the view of, is confusing with, or imitates official traffic sign, signal, or device; (h) Inflatable signs, such as balloons and other gas inflated objects; (i) Sign structures that no longer contain signs; (j) Signs mounted to motor-vehicles that are not in operation, including motor-vehicles painted or skinned to function as a sign; and (k) Outdoor advertising signs that are not compliant with M.G.L. Chapter 93, Section 29-33. d. Temporary Signs i. Unless otherwise specified, temporary signs are permitted for a maximum of thirty (30) total days and do not require a zoning permit, but are subject to the following standards: (a) Banner: A temporary sign that is printed or displayed upon flexible material with or without frames, that identifies a new business or advertises a special sale, event, or activity. 1. One (1) banner sign no greater than forty (40) square feet is permitted per lot frontage. 2. Banners must be secured to a building facade along all four sides at all times. (b) Construction Sign: A temporary sign intended to provide information about current construction on a site and the parties involved in the project. 1. One (1) construction sign no greater than thirty-two (32) square feet per side is permitted per development site. 2. A construction sign may be erected only after issuance of a building permit, and must be removed within two (2) days of issuance of a certificate of occupancy. (c) Real Estate Sign: 1. One (1) real estate sign no greater than twelve (12) square feet is permitted per lot frontage. 2. A real estate sign that advertises property for lease or sale may be posted only for the duration the property is offered for lease or sale, and must be removed within seven days of lease or closing. e. Sign Maintenance i. All signs, including nonconforming signs, together with any supports, braces, anchors, and other supporting hardware, must be maintained in good condition. Any damage to or deterioration of a sign must be repaired within 30 days of receipt of notice from the Building Official.

55 ii. When an existing sign is removed, replaced, or repaired, all supports, braces, anchors, and other supporting hardware that is not longer required must be removed, and any surfaces baring evidence of attachment must be repaired. f. Sign Removal i. Signs must be removed within 30 days of a user vacating a property. g. Sign Illumination i. Conforming signs may be illuminated according to the following: (a) General 1. Illuminated signs indicating if a business is open must be turned off except during the hours of operation. (b) External Illumination 1. An externally illuminated sign is characterized by the use of artificial light reflected off the surface of a sign. 2. External light sources must be shielded so that they illuminate only the face of the sign and do not shine directly onto a public right-of-way or onto Abutting properties. 3. Light fixtures that project from the facade of a building for externally illuminated signs are exempt from setback requirements, but should be simple and unobtrusive in design and not obscure the sign content. (c) Internal Illumination 1. An internally illuminated sign is characterized by the use of artificial light projecting through or from behind the surface of a sign. 2. Channel letters may be internally lit or back-lit. 3. Blade signs may be internally lit if the background is opaque or of a darker color than the message of the sign and the lettering is no more than 50% of the surface area of the sign 4. Exposed neon is only permitted for wall or windows signs. (d) Raceways 1. If a raceway is necessary, it cannot extend in width or height beyond the area of the sign. 2. A raceway must be finished to match the background wall or canopy or integrated into the overall design of the sign. 2. Sign Types a. Permitting i. Signs are permitted according to Table 6.7.12 (A) Table 6.7.12 (A) Permitted Signs by Sub-District Y = Permitted by Right SP = by Special Permit N = NOT Permitted Use Category Commercial Core Mid-Rise 4 Mid-Rise 5 High Rise Blade Sign Y Y Y Y Wall Sign Y Y Y Y Awning/Canopy Sign Y Y Y Y Suspended Sign Y Y Y Y Sidewalk Sign Y Y Y Y Window Sign Y Y Y Y Display Case Y Y Y Y Vertical Blade/Banner Sign SP SP SP SP Wall Mural Y Y Y Y Roof Sign SP N N SP b. Special Permits i. In its discretion to approve or deny a Special Permit for a Vertical Blade/Banner Sign or Roof Sign, the Planning Board shall consider the following:

56 (a) The review considerations for all Special Permits as specified in Section 5.1 Special Permits; (b) Design of the sign as an effective means of communication; (c) Compatibility with the visual character of the surrounding area; (d) Appropriate sizing for the location; and (e) The potential for adverse effects on nearby properties and pedestrian and traffic safety. c. Dimensional Standards for Each Sign Type i. Each Sign Type must be designed according to Table 6.7.12 (B). Table 6.7.10 (B) Sign Dimensional Standards Blade Sign Wall Sign Awning/ Canopy Sign Sidewalk Sign Window Sign Display Case Vertical Blade/ Banner Sign Wall Mural Roof/ Skyline Sign Size Area (max) 6 sf / side 40 sf 50% of valance; 25% of Awning slope 6 sf / side 20% of window glass 6 sf N/A 1000 sf 250 sf Width (max) 4 feet N/A N/A 2 feet 5 feet 3 feet 4 feet 50 feet 75% of façade width Height (min/max) - / 3 feet - / 4 feet N/A 3 feet 3 feet 3 feet 10 feet 50 feet 15 ft Thickness (max) 6 inches N/A N/A N/A N/A N/A 10 inches N/A N/A Lettering Width (max) N/A 75% of sign width N/A N/A N/A N/A 75% of sign width N/A N/A Height (max) N/A 75% of sign width 8 inches on valance; 18 inches on Awning slope; 12 inches if projecting upward from canopy N/A 18 inches N/A N/A N/A N/A Projection from Façade (max) N/A 6 inches N/A N/A N/A N/A N/A N/A N/A Raceway Height (max) N/A 50% of letter height N/A N/A N/A N/A N/A N/A 50% of letter height Location Height Above Sidewalk 8 feet (min) N/A N/A N/A 5 feet (min) 4 feet (min) 1 Story (min) 1 Story (min) N/A Projection from Facade 5 feet N/A N/A N/A N/A N/A 6 feet N/A N/A d. Specific to Each Sign Type i. Blade Sign (a) A Blade Sign is small, two-sided sign that is attached to and projecting perpendicularly from the facade of a building that identifies a

57 commercial establishment and viewed by pedestrians on the same side of the street. (b) One (1) blade sign is permitted per ground floor tenant space. (c) Blade signs are prohibited for upper story businesses. (d) A blade sign must be located within ten (10) feet of the principal entrance for the business it identifies. (e) A blade sign, including any support hardware, must be mounted below the sills of the second story windows of multi-story buildings or below the roofline, parapet wall, or cornice of a single-story building. (f) Any supports, braces, anchors, and other supporting hardware must be integral to the design of the sign. (g) Information type is limited to business name and logo. Additional information is prohibited. ii. Wall Sign (a) A wall sign is a sign that is attached flat or mounted parallel to the facade of a building that identifies a commercial establishment and viewed by pedestrians on the opposite side of street. (b) One (1) wall sign is permitted per ground story tenant space and are only permitted for ground story businesses. (c) Internal illumination is prohibited. (d) Wall signs are prohibited from covering windows or architectural details. (e) No portion of a wall sign is permitted to extend above the roofline or parapet wall of a flat roofed building. (f) No portion of a wall sign is permitted to extend above the cornice or expression line of the base of a building. (g) Information type is limited to business name and logo. Additional information is prohibited. iii. Awning/Canopy Sign (a) An Awning or canopy is a sign that is painted, screen-printed, sewn, or adhered onto the surface of an Awning or attached above, below, or to the face of an entry canopy that identifies a commercial establishment and viewed by pedestrians on the opposite side of street. (b) Signs are not permitted on Awnings or canopies that do not conform to the provisions of §6.7.10.C Building Components. (c) Signage located on the sloping portion of an Awning is only permitted for storefronts where the typical area for a wall sign is missing. (d) Signage is prohibited on upper story Awnings and on the side of Awnings with closed ends. (e) Information type is limited to business name, logo, and address. Additional information is prohibited. iv. Sidewalk Sign (a) A Sidewalk sign is a portable, two-sided sign that is placed on the sidewalk to identify a commercial establishment or advertise daily specials or sales and viewed at close range by pedestrians on the same side of the street. (b) One (1) sidewalk sign is permitted per ground floor tenant. (c) A sidewalk sign must be located within eight (8) feet of the principal entrance for the business it identifies. (d) Sidewalk signs may be placed outdoors on site or on a public sidewalk during business hours and must be removed when the business is closed. (e) Sidewalks signs displayed on a public sidewalk are prohibited from encroaching into the walkway of the sidewalk or interfering with pedestrian travel in any way. (f) A sidewalk sign must be vertically oriented, with a height greater than its width and made of wood, metal, or slate (chalkboard).

58 (g) A sidewalk sign is not permitted to be illuminated or contain any electronic components. (h) A sidewalk sign may not be placed outdoors when high winds, heavy rain, or heavy snow conditions are present. The Department Public Works may remove a sidewalk sign during snow removal operations, and is not liable for damage to a sidewalk sign caused by snow removal operations. v. Window Sign (a) A window sign consists of individual letters, numerals, or a logo applied directly to the inside of a window or door to identify a commercial establishment and viewed at close range by pedestrians. (b) One (1) window sign is permitted per window. (c) Windows signs must be applied directly to inside of the windows glass, at or above eye level, and have a transparent background. (d) Information type is limited to business name, logo, hours of operations, and product types. Additional information is prohibited. vi. Display Case (a) A display case is a wall mounted, lockable, framed cabinet with a transparent window to display a changeable menu or list of event show times and is viewed at close range by pedestrians. (b) One (1) display case is permitted per tenant. (c) Display cases must be attached to the facade or wall of a recessed storefront entrance. (d) Display cases may be internally or externally illuminated. vii. Vertical Blade/Banner Sign (a) A vertical blade/banner sign is a tall, narrow, two-sided sign that is attached to and projecting perpendicularly from the facade of a building that identifies a commercial establishment and is viewed by pedestrians and motorists from a distance. (b) One (1) vertical blade/banner sign is permitted for each Architectural Bay of a building, up to four (4) vertical blade/banner signs in total. (c) No portion of the sign may project above the roofline of the facade to which it is attached. (d) Information type is limited to business name and logo. Additional information is prohibited. viii. Wall Mural (a) A wall mural is a sign that is directly painted on to the exterior wall of a building or screen printed, sewn, or adhered onto a canvas-like material that is mounted flush with the facade of a building that identifies a commercial establishment and is viewed by pedestrians and motorists from a distance. (b) One (1) wall mural is permitted per façade. (c) Lettering or logos must be limited to no more than twenty percent (20%) of the surface area of the wall mural. (d) Only external illumination is permitted. ix. Roof Sign (a) A roof sign is a sign erected on the roof or mounted to the uppermost horizontal architectural band of a building to identify the name of the building or primary tenant, is viewed by pedestrians and motorists from a distance, and serves as an icon for the building. (b) Roof/skyline signs are only permitted on high-rise buildings. (c) No portion of a roof/skyline sign is permitted to extend below the start of highest story of a building or above the roofline, parapet wall, or cornice of the top portion of a facade and is prohibited from covering windows or architectural details. (d) Only internal illumination is permitted.

59 (e) Information type is limited to building or primary tenant name. Additional information is prohibited. C. Outdoor Café Seating 1. General a. Outdoor cafe seating is permitted as an Ancillary activity of any Eating & Drinking Establishment. b. The operator of the outdoor cafe seating is responsible for the proper maintenance of the cafe area at all times, including proper disposal of all trash generated. 2. Applicability: a. This section is applicable to all outdoor cafe seating located in a frontage or on a public sidewalk. 3. Café Area Dimensions a. Outdoor cafe seating areas must be between six (6) feet and fifteen (15) feet in depth from the facade the building. b. A minimum four (4) foot wide clear path of access must be maintained to the principal entrance. c. Outdoor cafe seating must be located Adjacent to and may not extend beyond the establishment it serves. d. Outdoor cafe seating areas must comply with applicable sidewalk standards of Section 6.7.8 Urban Design Standards. 4. Furniture a. Furnishings may only consist of moveable tables, moveable chairs, moveable umbrellas, required enclosures, and portable or mounted heaters. b. All furnishing must be commercial grade and manufactured for outdoor use of safe, sturdy, and durable materials, such as dense wood, steel, or wrought iron. c. When not intended for use during the winter months, outdoor cafe furnishings must be removed and stored indoors. d. Tables and chairs for each establishment must match in material and style. e. Tables larger than three (3) feet six (6) inches in width or diameter are not permitted. f. Standing or stooled table ledges, if provided, must be eighteen (18) inches in depth. g. Heaters are encouraged to extend the use of outdoor cafe seating during colder weather. The following standards apply: i. Heating fixtures require approval by the Fire Department ii. Heaters may be freestanding or mounted to the underside of an Awning. iii. Portable heaters must be stored indoors when the business is closed. h. Host stands should complement the chairs and tables in material and style. 5. Weather Protection a. Awnings or individual table umbrellas are encouraged to provide protection from the weather. i. Awnings must be secured to a storefront or other exterior wall of a building. ii. Awnings and umbrellas should be canvas or other non-vinyl material. iii. Awnings and umbrellas should provide shade for at least fifty percent (50%) of the outdoor cafe seating when provided. b. Vertical wind breaks may be provided on each end of the cafe area, provided that the wind break is attached to and fits completely under an Awning. c. Any necessary frames or supports for Awnings or windbreaks are permitted. 6. Enclosures a. The perimeter of outdoor cafe seating areas must be defined and enclosed on all sides by any combination of metal fencing, bollards and chain, or planters. b. Metal Fencing i. Fencing must be thirty-six (36) inches or less in height. ii. The maximum gap permitted between fence segments is four (4) inches. c. Bollards & Chain i. Metal or wooden bollards must be thirty-six (36) inches or less in height. ii. Bollards may be linked with rope or chain that hangs no less than thirty (30) inches from the ground at its lowest point.

60 d. Planter Boxes i. Planters or planter enclosures must be between eighteen (18) inches and twenty-four (24) inches in height. ii. The combined height of planters and live plants must not exceed four (4) feet from sidewalk grade. iii. Healthy, living plants are required. iv. Planters and flower boxes must be made of safe, durable materials manufactured for outdoor use. 6.7.13 Parking & Loading A. Motor Vehicle Parking 1. Purpose a. To ensure that off-street motor vehicle parking is provided in a manner consistent with the adopted MASTER PLAN of the City of Somerville, the UNION SQUARE NEIGHBORHOOD PLAN, existing policy plans and standards established by the City. b. To ensure off-street motor vehicle parking in the Commercial Core and High-Rise districts is established as a shared resource from which other buildings and uses draw upon. c. To permit accessory parking for residents and employees in the Mid-Rise districts in support of small businesses and housing intended for families. d. To primarily utilize on-street parking for retail and commercial service uses. e. To establish parking policies that support transit oriented development and a walkable, human-scaled urban environment. f. To encourage the use of public transportation, bicycling, and walking in lieu of motor vehicle use when a choice of travel mode exists. g. To un-bundle the cost of off-street parking from the cost of housing, so that housing in Somerville is more affordable. h. To minimize the impact of sidewalk interruptions and conflict points on the walkability of the public realm. 2. Parking Maximum a. The maximum number of off-street parking spaces serving development within the USOD may not exceed one thousand five hundred (1,500) spaces. i. The maximum number of parking spaces may be exceeded with the payment of a fee. The Planning Board shall establish a fee schedule based on the recommendations of the Director of Transportation & Infrastructure in relation to the estimated cost to build structured parking and the cost of offsetting the various impacts of providing parking that exceeds anticipated demand. 3. Mid-Rise Districts a. No minimum off-street motor vehicle parking is required, but development may voluntarily elect to provide off-street motor vehicle parking as an Accessory use according to market demand, except as follows: i. Off-street motor vehicle parking for customers of retail or eating & drinking establishment uses is prohibited, but may be provided for employees. b. Off-street parking may be provided as surface, structured, or underground parking. c. Off-street motor vehicle parking spaces must be rented or leased as an option rather than a requirement of the rental, lease, or purchase of a dwelling unit or non- residential floor space. 4. Commercial Core and High-Rise Districts a. No minimum off-street motor vehicle parking is required, but development may voluntarily elect to provide off-street motor vehicle parking as a Vehicular Parking Commercial Service principal use. b. Off-street motor vehicle parking spaces may be provided in an underground facility, a Lined Parking Garage, or structure attached to a Mid-Rise Podium Tower building type. c. Off-street motor vehicle parking spaces may be provided as a surface parking lot on a revolving two (2) year basis by Special Permit.

61 i. In its discretion to approve or deny an interim surface parking lot, the Planning Board shall consider the following: (a) The review considerations for all Special Permits as specified in Section 5.1 Special Permits; (b) Documented un-met demand for parking; (c) The development schedule and phasing for development subject to a Coordinated Development Plan; (d) The capacity of the local thoroughfare network providing access to the site; and (e) The impact of the parking lot impact on pedestrian, bicycle, and motor vehicle traffic and circulation patterns in the neighborhood. d. Off-street motor vehicle parking spaces must be made available for rent or lease to the public, twenty-four (24) hours per day, seven (7) days per week, three-hundred and sixty-five (365) days per year. e. Off-street motor vehicle parking spaces must be rented or leased as an option rather than a requirement of the rental, lease, or purchase of a dwelling unit or non- residential floor space. f. Off-street motor vehicle parking spaces may be rented or leased through various offerings including, but not limited to, monthly passes, overnight passes, daily rates (weekday and weekend), or hourly fees at the discretion of the facility operator, except as follows: i. Up to three hundred (300) off-street motor vehicle parking spaces may be provided as “reserved” parking for the exclusive use by a specific motor vehicle(s) and unoccupied when not in use by that specific motor vehicle(s). (a) The maximum number of “reserved” spaces may be exceeded with the payment of a fee. The Planning Board shall establish and annually update a fee schedule based on the recommendations of the Director of Transportation & Infrastructure in relation to the estimated cost to build structured parking and the cost of offsetting the impact of unshared parking. (b) Reserved spaces must be subject to a price premium that reflects the under-utilization of that space as a shared resource that is no less than two hundred percent (200%) of the demonstrated market rate for a parking space reserved for a similar time period within a reasonable market radius. (c) Car-share parking spaces are exempt. 5. Adjustments a. The maximum number of off-street parking spaces serving development within the USOD (§6.7.13.A.2) and the maximum number of “reserved” spaces for the exclusive use by a specific motor vehicle(s) beyond the hours when that motor vehicle(s) is parked in said space(s) (§6.7.13.B.4.f.i) may be increased by Special Permit. i. In its discretion to approve or deny a Special Permit authorizing an increase in the maximum number of off-street parking spaces serving development within the USOD or the maximum number of “reserved” spaces for the exclusive use by a specific motor vehicle(s) beyond the hours when that motor vehicle(s) is parked in said space(s) the Planning Board the Planning Board may approve the Special Permit application only upon finding the following: (a) That the findings for all Special Permits specified in Section 5.1 Special Permits have been met; and (b) That the amount of commercial floor space included in an approved Coordinated Development Special Permit has resulted in an increase in the estimated parking demand necessary for the full build out of the project. ii. The Planning Board shall use a demand model provided by the Director of Transportation & Infrastructure to determine the appropriate number of parking spaces necessary to meet the increased demand.

62 6. Annual Reporting a. Parking facility operators must submit an annual report to validate continued compliance with the provisions of this Section. The Planning Board shall establish standards for monitoring and annual reporting based on the recommendations of the Director of Transportation & Infrastructure. B. Standard for All Off-Street Motor Vehicle Parking 1. Additional Standards a. All curb cuts, driveways, parking spaces, and parking lots must comply with the applicable provisions of Chapter 11, Article II, Sec. 11-33 Driveway Construction of The Code of Ordinances, City of Somerville, Massachusetts. 2. Setbacks a. All off-street parking, including surface and structured parking, but excluding underground parking, must be located at or behind the required parking setback as indicated for each Building Type. 3. Access a. All off-street parking must have direct access to a public thoroughfare from an Alley, driveway, maneuvering aisle, or permanent access easement. b. If an Alley is provided, all off-street parking must be accessed from the Alley. 4. Design Standards a. See §9.9 Driveways, Access & Lighting Requirements, §9.10 Landscape & Screening, §9.11 Dimensions of Parking Space and Maneuvering Aisles, and §9.12 Dimensions of Loading Bays of this Ordinance. 5. Structured Parking a. Access i. Off street motor vehicle parking in an underground facility, a Lined Parking Garage, or structure attached to a Mid-Rise Podium Tower building type must have a separate lobby from the lobby providing access to other principal uses. The lobbies may provide access to each other through and internal door, so long as the lobby dedicated to the off-street parking provides pedestrian access directly to a sidewalk or publically accessible walkway. b. Design & Construction i. Emissions from any structured parking facility shall not violate any state or federal ambient air quality standards. ii. Unless setback by space designed for occupancy by non-parking uses, the facade of any story of a building occupied by motor vehicle parking must be designed as follows: (a) Fenestration and facade openings must be vertically and horizontally aligned and all floors fronting on the facade must be level (not inclined). (b) The facade must include windows of transparent or translucent, but non- reflective, glass or openings designed to appear as windows for between twenty percent (20%) and fifty percent (50%) of the wall area of each floor. (c) Windows must be backlit during evening hours and internal light sources must be concealed from view from public sidewalks. (d) The facade area masking the floors occupied by motor vehicle parking must be seamlessly integrated into the architectural design of the building’s facade. 6. Curb Cuts a. One (1) curb cut is permitted per front lot line. b. Curb cuts must be located to minimize conflict with pedestrians, bicyclists, and motor vehicles on the thoroughfare they provide access to and from. c. Curb cuts may be no wider than the driveway or vehicular entrance they serve, excluding flares or returned curbs. 7. Driveways a. Driveways and vehicular entrances to off-street parking must be between eighteen (18) and twenty-four (24) feet in width at the frontage.

63 8. Driveway and Alley Crossings a. Driveway crossings traversing sidewalks with paved furnishing zones must be designed to maintain the grade and clear width of the walkway they cross and must include sloped flares on either side of the driveway apron. b. Driveway crossings traversing sidewalks with continuously planted furnishing zones must be designed to maintain the grade and clear width of the walkway they cross and must include returned curbs. c. The appearance of any walkway (ie. scoring pattern or special paving) must be maintained across any driveway or Alley to indicate that, although a vehicle may cross, the area traversed by a vehicle remains part of the sidewalk. C. Bicycle Parking 1. Purpose a. To encourage and support the use of bicycles as a viable transportation option throughout the city and promote the use of bicycles at a rate that will help to achieve the mode share goals of the MASTER PLAN of the City of Somerville. b. To provide long-term bicycle parking intended for residents or employees that provides security and protection from the weather. c. To provide short-term bicycle parking intended for customers of a business or visitors to a residence that provides a convenient and readily accessible place to park bicycles. d. To establish design standards so that bicycles can be securely locked without undue inconvenience and be reasonably safeguarded from intentional or accidental damage when parked. 2. Required Spaces a. The minimum number of bicycle parking spaces required for each principal use category is specified on Table 6.7.13. Table 6.7.13 Required Bicycle Parking SF – Gross Leasable Square Footage DU – Dwelling Unit Use Category Short-Term (min) Long-Term (min) Arts & Creative Enterprise 1.0 / 10,000 sf 1.0 / 3,000 sf Civic & Institutional 1.0 / 3,000 sf 1.0 / 7,500 sf Commercial Services 1.0 / 2,500 sf 1.0 / 10,000 sf Eating & Drinking Establishments 1.0 / 1,000 sf 1.0 / 5,000 sf Lodging 1.0 / 20 rooms 1.0 / 10 rooms Office (R&D/Lab) 1.0 / 20,000 sf 1.0 / 3,000 sf (1.0 / 5,000 sf) Residential 0.1 / DU 1.0 / DU Retail 1.0 / 2,500 sf 1.0 / 10,000 sf b. When there is more than one principal use of real property, the required bicycle parking is the sum of the required parking for the individual uses. c. There is no individual bicycle parking requirement for accessory uses. However, if the required number of bicycle parking spaces on Table 6.7.12 is based on square footage, the net floor area of any accessory use(s) on a lot is added to the gross leasable floor area of the principal use to determine the required number of spaces. d. Provided bicycle parking may include the actual spaces located within the lot and/or along the corresponding lot frontage when bicycle parking is installed within the furnishing zone of the sidewalk of an Abutting public thoroughfare according to the following: i. Bike racks may be installed within the furnishing zone of a sidewalk of an Abutting public thoroughfare. ii. In lieu of a separate bike rack, a hoop may be affixed to a parking meter, with approval from the Director of Traffic and Parking.

64 e. The number of bicycle parking spaces, not the number of bicycle parking fixtures, is used to determine compliance; i.e. a bicycle rack designed for parking two bicycles is counted as two bicycle parking spaces. f. Existing bicycle parking must be maintained for the building, structure, or use which it was designed to serve, so long as the building, structure, or use exists and the parking is required by this Ordinance. g. Bicycle parking must be maintained exclusively for the parking of bicycles and not for the storage of other objects. h. Bicycle parking must be available for use at all times when the associated principal use is in operation, except when access may be restricted for necessary maintenance from time to time. 3. Short-Term Bicycle Parking a. Short-Term Bicycle Parking may be provided in any combination of bicycle racks and/or bicycle lockers. b. Racks that are double height or require hanging of a bicycle are prohibited for Short- Term Bicycle Parking. c. Short-Term Bicycle Parking must be provided outside of a principal building and within fifty (50) feet of the principal entrance of the use served by the parking. d. Short-Term Bicycle Parking must be at the same grade as the Abutting sidewalk or at a location that can be reached by an accessible route from the sidewalk that is a minimum of five (5) feet wide, with no steps and a six percent (6%) slope or less. e. Bike racks may be installed within the furnishing zone of a sidewalk of an Abutting public thoroughfare provided that an encroachment permit is granted by the Board of f. Aldermen. A rack may also consist of a hoop affixed to a parking meter, with approval from the Director of Traffic and Parking. g. Any required Short-Term Bicycle Parking provided in a structure or under cover must be: i. Provided at ground level; ii. Provided free of charge; iii. Clearly marked as bicycle parking; iv. Separated from vehicle parking by a physical barrier to minimize the possibility of parked bicycles being hit by a vehicle; and v. Co-located in relative proximity to the nearest vehicular parking spaces. 4. Long-Term Bicycle Parking a. Long-Term Bicycle Parking may be provided through any combination of racks or lockers. b. Long-Term Bicycle Parking must be provided in a well-lit, secure location within the same building as the use the parking is intended to serve or within an accessory structure located within two-hundred (200) feet of the principal entrance of the building. c. To provide security, Long-Term Bicycle Parking must either be: i. In a locked room; ii. In an area that is enclosed by a fence with a locked gate. The fence must be either 8 feet high, or be floor-to-ceiling; iii. Within view of an attendant or security guard; iv. In an area that is monitored by a security camera; or v. In an area that is visible from employee work areas. d. All required Long-Term Bicycle Parking spaces must be designed to provide continuous shelter from the elements. e. Long-Term Bicycle Parking serving multiple uses may be combined into a single area or accessory structure. f. Where Long-Term Bicycle Parking is located Adjacent to motor vehicle parking or loading facilities, a physical barrier must be provided to prevent potential damage to bicycles by other vehicles. g. When twenty (20) or more Long-Term Bicycle Parking spaces are provided, a minimum of five percent (5%) of the spaces must be three (3) feet by eight (8) feet in size to accommodate tandem bicycles or bicycles with trailers.

65 h. No more than twenty-five (25%) of Long-Term Bicycle Parking space may be provided as racks that require bicycles to be hung or lifted off the ground or floor. 5. Standards for All Bicycle Parking a. General i. All bicycle parking must be designed and constructed in accordance the provisions of this section and with the City of Somerville’s Bicycle Parking Guide. Additionally, the latest version of the Association of Pedestrian and Bicycle Professionals Bicycle Parking Guidelines may be referenced for guidance. ii. Bicycle parking must be provided at no cost or fee to customers, visitors, employees, tenants, and residents. b. b. Size & Layout i. Each bicycle parking space must be two (2) feet by six (6) feet in size or the minimum required by the manufacturer of a bicycle rack or locker, whichever is more. c. c. Access i. Areas designed for bicycle parking spaces must have a hard, stabilized surface. ii. Bicycle parking spaces must have at least one (1) access aisle at least five (5) feet wide to allow room for maneuvering. This access aisle must be kept free from obstructions. iii. Bicycle parking spaces must be accessible without moving another bicycle or lifting or carrying a bicycle over any steps or stairs. iv. Outdoor access routes must be appropriately lighted to allow for safe nighttime use. d. Weather Protection i. When provided, weather protection must be permanent, designed to protect bicycles from rainfall, and provide no less than seven (7) feet of clearance above ground level. e. Bicycle Racks i. All bike racks must: (a) Be a fixed-in-place stand that is securely anchored to the ground; (b) Provide support to the bicycle frame, allowing it to stand upright without the use of a kick-stand, and prevent the bicycle from falling over; (c) Be configured to provide two points of contact to allow locking of the frame and at least one wheel with a user-provided locking device; (d) Be constructed of materials that resist cutting, rusting, bending, or deformation; and (e) Be arranged in rows (with bicycles parked side-by-side) or in alignment (with bicycles parked end-to-end). f. Bicycle Lockers i. All bicycle lockers must: (a) Be securely anchored to the ground; (b) Be configured to provide support to the bicycle, allowing it to stand upright without the use of a kick-stand, and (c) Be secured by means of a lockable door or, alternatively, configured internally to allow locking of the frame and at least one wheel with a user-provided locking device; g. Signage i. If required bicycle parking is not visible from the street or principal entrance(s), a sign must be posted at the principal entrance(s) indicating the location of the parking. The D4-3 sign from the Manual on Uniform Traffic Control Devices (MUTCD) is recommended. 6. Alternative Compliance a. The provisions of §6.7.13.C Bicycle Parking may be modified by Special Permit to accommodate alternative technologies and methods for providing bicycle parking.

66 i. In its discretion to approve or deny a Special Permit to modify the provisions of §6.7.13.C Bicycle Parking, the Planning Board shall consider the following: (a) The review considerations for all Special Permits as specified in Section 5.1 Special Permits. (b) The ability of alternative technologies and methods of bicycle parking to provide equal or greater benefits to bicycle users. D. Service Access 1. Loading Facilities a. General i. Buildings providing space for uses that regularly receive or distribute large quantities of goods must provide loading facilities as required by the Director of Traffic and Parking. Loading facilities must be of sufficient quantity to adequately serve the intended use(s). ii. The Director of Traffic and Parking may authorize the use of an Alley for loading activities in lieu of requiring a separate on-site loading facility. iii. Loading and unloading activities are not permitted within a public thoroughfare except in a loading zone during permitted hours designated by the Director of Traffic and Parking. b. Design & Construction i. Loading facilities, including all docks and areas used for the storing and staging of materials being transported to or from the site, must be fully enclosed within a building or located to the side or rear of buildings and screened from view from any public thoroughfare (excluding Alleys) or civic space according to §6.7.12.A Screening. ii. Common loading facilities may be shared by two or more buildings or multiple uses within the same building with the approval of the Director of Traffic and Parking. c. Neighborhood Compatibility i. Loading and unloading activities may not encroach on or interfere with the use of sidewalks, drive aisles, or parking areas, or public thoroughfares. ii. Maneuvering aisles and driveways may serve both required parking and loading bays if they meet the design needs of each activity. Loading facilities requiring vehicles to back in from a public thoroughfare are permitted. iii. Loading and unloading activities for lots Abutting the NR or UR districts are limited to the hours of the day between 7:00 a.m. and 10:00 p.m. All loading docks on these lots must be signed to indicate, “no idling”. 2. Service Areas a. General i. Trash collection, trash compaction, recycling collection and other similar service areas must be fully enclosed within a building or located to the side or rear of the buildings and be effectively screened from view from any public thoroughfare (excluding Alleys), civic space, or Abutting properties in the NR or UR zoning districts according to §6.7.12.A Screening. 6.7.14 Mobility Management A. Purpose 1. To improve transportation options available to travelers, promote the use of efficient travel modes, and reduce the need to travel. 2. To decrease vehicular air pollutant emissions, conserve energy resources, and reduce ambient noise levels by reducing vehicular trips, total vehicle miles traveled, and traffic congestion within the city. 3. To reduce automobile dependence and the associated costs of owning, operating, and maintaining a motor vehicle. 4. To decrease costs associated with the construction, repair, maintenance, and improvement of city thoroughfares and parking facilities. 5. To decrease the cost of traffic enforcement and promote traffic safety.

67 6. To reduce the demand for parking facilities and increase the capacity and efficiency of existing transportation infrastructure. 7. To support a fiscal return on federal, state, and local financial investment made in public transportation infrastructure by increasing ridership of public transportation services. 8. To incorporate transportation planning considerations into development review. 9. To encourage the establishment of Mobility Management Associations (MMA’s) within the city. B. Applicability 1. This Section is applicable to the following: a. all non-residential development greater than fifty thousand (50,000) gross square feet in total floor area; b. all non-residential uses, including the City of Somerville, that have a permanent place of business within the city and fifty (50) or more employees or students; c. all multi-tenant buildings with non-residential uses that in combination have over fifty (50) employees or students in total; d. all residential development of more than twenty (20) dwelling units; e. any Vehicular Parking Commercial Services use; f. any alteration, expansion, reconstruction, extension, or structural change to an existing parking facility that causes an increase in the number of parking spaces; g. the change in use of a parking facility from accessory vehicular parking to non- accessory vehicular parking. C. Voluntary Participation 1. Uses and property owners not subject to the provisions of this Section are encouraged to implement mobility management programs and services voluntarily. D. Mobility Management Plans 1. A mobility management plan is required for any use or property owner subject to the standards of this Section. 2. Prior to the approval of any design & site plan or special permit and prior to the issuance of any building permit, certificate of occupancy, business license, or other permit, the Director of Transportation & Infrastructure must approve a proposed mobility management plan. 3. Applications for design & site plan review and special permits are not considered complete until the Director of Transportation & Infrastructure has approved the proposed mobility management plan. 4. The Planning Board shall establish standards for Mobility Management Plans based on the recommendations of the Director of Transportation & Infrastructure. 5. A proposed mobility management plan must demonstrate compliance to the standards of this Section and to the Planning Boards’ standards for mobility management plans. 6. Mobility management plans must be updated on an annual basis and submitted for approval to the Director of Transportation & Infrastructure. 7. The cost associated with drafting a mobility management plan, annual updates, and all monitoring and reporting is borne by the business or property owner. 8. For the first two years of occupancy or operations, a mobility management plan must identify existing site based parking conditions, travel behavior of employees or residents, proposed mobility management programs & services, an implementation schedule, and establish metrics and methods for performance review. 9. After two years of occupancy or operations, a mobility management plan must also identify objective targets to reduce parking demand, single-occupant vehicle trips, vehicle miles traveled, or automobile vehicle trips associated with development, based on the performance review of previous years, and propose additional mobility management programs & services to achieve those objectives. E. Compliance 1. The Planning Board shall require compliance to the provisions of this Section and to an approved Mobility Management Plan as a condition of Design & Site Plan Review or Special Permit approval. 2. A mobility management plan may be updated in accordance with the standards of this Section. F. Mobility Management Associations

68 1. Mobility Management Associations are organizations formed to help individual uses and property owners collectively implement and administer the programs and/ or services required by this Section. 2. A representative from an approved Mobility Management Association may jointly represent uses and/or property owners subject to the provisions of this Section in place of a required on- site transportation coordinator. G. Required Programs & Services 1. The following programs and/or services are required for all non-residential uses: a. Annual Mobility Education Meeting b. Distributed Information c. Guaranteed Ride Home Program d. On-Site Transportation Coordinator e. Posted Information f. Preferential Parking Locations for Carpool/Vanpool g. Qualified Transportation Fringe Benefits h. Unbundled Parking 2. The following programs and/or services are required for all residential uses: a. Distributed Information b. Posted Information c. Unbundled Parking 3. The following programs and/or services are required for Vehicular Parking Commercial Service uses: a. Posted Information H. Definitions & Standards for Programs & Services 1. Transportation management plans may include, but are not limited to, any or all of the following: a. Financial Incentives i. Car-Sharing/Bike-Sharing Memberships: Full or partial employer-funded monthly membership for local car-sharing and/or bike-sharing services. ii. Parking Cash-Out Program: An employer-funded cash payment made available to employees who choose not to use a parking space in an employer subsidized parking lot or facility. b. Shared Vehicle Services i. Bikes at Work: Bicycles available on-site during the workday for employee business and personal use. ii. Bike Share Station: Bike sharing vehicles available on-site for public use. iii. Car Share Vehicle(s): On-site parking spaces provided at no cost for car- sharing vehicles. iv. Fleet Vehicle(s): Company fleet vehicle(s) available on-site during the workday for employees that carpool, vanpool, bike, walk, or take transit. (a) Guaranteed Ride Home Program: An employer subsidized ride home for employees that carpool, vanpool, bike, walk, or take transit. 1. Transportation must be provided to an employee for: i. Emergency situations of the employee or a family member; ii. Illness of the employee or a family member; iii. Unscheduled overtime; and iv. Bicycle damage. 2. Availability of service may be restricted to no less than four (4) times per calendar year. (b) Ride Matching Services: A no cost service to help employees interested in carpooling locate other interested carpoolers with similar schedules, routes, and destinations. (c) Shuttle Services: Smaller buses or vans providing transportation for employees between places of work and/or transit stations. (d) Visitor Commute Support: Full or partially funded daily transit passes or daily memberships for local car-sharing and/or bike-sharing services.

69 c. Alternative Schedules i. Flexible Work Hours: Compressed workweeks, flexible work hours, and/or staggered work shifts. ii. Teleworking: Policies to permit and encourage employees to work from home or off-site. d. Marketing & Education i. Bike Commuting Training: Classes (education and hands-on training) to encourage employee bike commuting offered on-site or through a 3rd party provider. ii. Distributed Information: Printed materials issued annually to all tenants and employees, and to new employees and/or tenants at the time of hire or occupancy, providing the following information: (a) Current maps identifying station locations, routes, and schedules for public transit serving the site; (b) Bicycle route and facility information, including regional/local bicycle maps; (c) A listing of facilities available for carpoolers, vanpoolers, bicyclists, transit riders and pedestrians at the site. iii. On-Site Transportation Coordinator: a person with the responsibility to implement and administer the programs and/or services of an approved Mobility Management Plan and serve as a point of contact to the City of Somerville. iv. Posted Information: A bulletin board, display case, or kiosk located in a building lobby, common area, and/or other conspicuous location displaying the following information: (a) Current maps identifying station locations, routes, and schedules for public transit serving the site; (b) Bicycle route and facility information, including regional/local bicycle maps; (c) A listing of facilities available for carpoolers, vanpoolers, bicyclists, transit riders and pedestrians at the site. v. Transportation Signage: Wayfinding providing directions to and clearly identifying transportation facilities such as transit stations, bus stops, bicycle parking, carpool spaces, etc. e. Parking Management i. Charging for Employee Parking: Elimination of existing subsidies for off-site employee parking and/or charging for on-site employee parking. ii. Demand-Responsive Pricing: Adjustable hourly rates charged for employee or customer parking to manage parking availability. iii. Parking Lease Adjustments: Rental of parking spaces on a monthly rather than yearly basis. iv. Preferential Parking for Carpool/Vanpool: Parking spaces located in a preferential location and reserved for registered carpool and vanpool vehicles. v. Shared Parking: Parking spaces shared by two (2) or more uses when the peak needs of each use occur at different times. vi. Unbundled Parking: Parking spaces rented, leased, or sold as an option rather than a requirement of the rental, lease, or purchase of a dwelling unit or non- residential floor space. f. On-Site Services i. Bicycle Repair Station: On-site bike repair station or room available for residents or employees. ii. Child Care: The caring for and supervision of children available on site for employees. iii. Concierge Services: an employee of a building or use providing services to residents or employees. iv. On-Site Transit Pass Sales: Retail sales of public transportation passes.

70 2. Programs and services not listed may be proposed as part of any mobility management plan. I. Enforcement 1. In accordance with §3.1.8 Violations and Penalties, the Building Official shall consider each employee or resident a separate offense for development not in compliance with the provisions of this Section.

EAST\136606395.14 EXHIBIT C RECOMMENDATIONS OF CITY DIRECTOR OF PLANNING & ZONING The covenant is based upon the expectation of approval of the proposed Union Square zoning ordinance, as introduced at the March 7, 2017 public hearing, subject to the following: 1. Increase open space requirements with revisions as follows:  At full build out of development subject to a Coordinated Development Plan Special Permit (CDSP), at least twenty-five percent (25%) of the land area of a development site, excluding alleys and land occupied by the MBTA’s Union Square Green Line Station, must be improved as follows:  At least seventy percent (70%) must be provided in the form of two or more civic spaces of differing types, sizes, and locations; including at least one (1) neighborhood park and one (1) plaza.  Up to thirty percent (30%) may be provided in the form of public realm improvements within the land area of the Union Square Overlay District boundaries.  To offset the impact on planned development from increasing the above percentage from previous zoning proposals, the maximum height limit of the Mid-Rise Podium Tower building type (excluding any bonus stories for affordable 3-bedroom units) is increased to twenty-four (24) stories. 2. Clarify how a “hypothetical” lot line works such that a building that crosses a hypothetical lot line, as already defined in the zoning, can be reviewed for building code as necessary, while still ensuring each building is reviewed and designed as two buildings for zoning purposes. To address this issue, buildings on either side of a hypothetical lot line will have:  Separate principal entrances with separate addresses for each building.  Separate lobbies with separate mailboxes for upper story residential uses.  Separate stairwells and means of circulation for upper story uses (although access requirements only need to be met for the combined structure)  Hallways on either side may align and connect, subject to any fire or building code requirements.  No commercial spaces, dwelling units (including balconies), rooming units, or rooms, that cross the hypothetical lot line.  For structured parking, parking spaces and drive aisles may cross the hypothetical lot line and ramps/separate means of vehicular access are not required on both sides. 3. Establish a use exemption for the General Building type as follows: Any General Building on a corner lot in the Mid-Rise 4 or Mid-Rise 5 districts may be designed according to the standards of the Apartment Building type along the secondary frontage in the following circumstances:  The corner lot has a secondary front lot line over one hundred and fifty (150) feet in width; and

EAST\136606395.14  The building has ground story commercial space along the primary frontage and for at least the first sixty (60) feet of the secondary frontage, measured from the intersection of the front lot lines. 4. Add the following: “The Planning Board shall establish in its Decision criteria and procedures for applicants to provide support for infrastructure, community impact mitigation and the extension of the MBTA’s Green Line.” 5. Add the following: “The Planning Board may approve a Coordinated Development Plan Special Permit only upon making a finding that the provisions of 6.7.6 have been met.” 6. Allow access for loading / parking for D6 (off a frontage that is not on Somerville Avenue). 7. Remove remaining references to ‘pedestrian circulation space’ from building form standards. 8. Remove the statement about ’14 additional floors’ from the point tower height standard. 9. Add “Floor Plate” to 6.7.10.A.5.a (thereby allowing up to 5% additional floor area to a point tower by Special Permit). 10. Replace “subject to any height restrictions found elsewhere in this Section” with “subject to the contextual massing and design requirements of 6.7.10.G.1”. 11. Clarify the boundary of the overlay district with a map that is inclusive of all of the land currently shown on the “Underlying Zoning District Changes” map (which are inclusive of all the lots in the overlay as well as all the adjacent right of ways). 12. Correct the incomplete sentence in 6.7.10.A.2.