Economic Development Committee — Portland, ME
Date: 2018-03-20

ECONOMIC DEVELOPMENT COMMITTEE

 DATE: March 20, 2018 (Tuesday)
 TIME: 5:30 – 7:30 p.m.
 LOCATION: Room 209
 Portland City Hall




 1. Review and accept Minutes of previous meeting held on March 6, 2018.

 2. Public Hearing and vote to recommend to the City Council Third Amendment to Amended and
 Restated Lease with Ready Seafood Company at the Maine State Pier.
 a. See enclosed memorandum from Greg Mitchell with proposed purchase and sale agreement
 and lease.
 NOTE: Pursuant to 1 M.R.S.A. 405(6)(C), the Committee may go into executive
 session to discuss real estate negotiations and provide guidance to staff.

 3. Public Hearing and vote to recommend to the City Council Third Amendment to Amended and
 Restated Lease with Bay Ferries Limited at the Ocean Gateway Terminal.
 a. See enclosed memorandum from Greg Mitchell with proposed purchase and sale agreement
 and lease.
 NOTE: Pursuant to 1 M.R.S.A. 405(6)(C), the Committee may go into executive
 session to discuss real estate negotiations and provide guidance to staff.

 4. Discuss results of the Employment Disparity Study Scope and Cost Research for EDC
 Direction.
 a. See enclosed memorandum from Julie Sullivan.

 5. Public Hearing and policy direction discussion regarding public and stakeholder input related
 to the Portland Ocean Terminal/Maine State Pier Redevelopment Plan.
 a. See enclosed memorandum from Bill Needelman.

 6. Discuss 2018 Draft EDC Work Plan
 a. See enclosed Draft Work Plan.


 Councilor Justin Costa/Chair

Next Meeting Date: April 3, 2018



 CITY OF PORTLAND/ECONOMIC DEVELOPMENT DEPT./389 CONGRESS ST./PORTLAND, ME 04101/(207) 874-8683
 Minutes
 Economic Development Committee
 March 6, 2018


 A meeting of the Economic Development Committee (EDC) of the Portland City

 Council was held on Tuesday, March 6, 2018 at 5:30 p.m. in Room 209 of Portland

 City Hall. Present from the Committee was its Chair Councilor Justin Costa and members

 Councilors Nicholas Mavodones and Spencer Thibodeau (arriving soon after meeting

 started as noted herein). Also present from the City Council was Mayor Ethan Strimling.

 Present from the City staff were Public Facilities Director Kathy Alves, Associate

 Corporation Counsel Michael Goldman, City Manager Jon Jennings, Economic Development

 Director Greg Mitchell, and Senior Executive Assistant Lori Paulette.

 Chair Costa said that the City has been working to livestream Council Committee

 meetings, and this meeting is the first livestream of any Council Committee. Chair Costa

 also noted that the Committee has one public item, followed by an executive session for four

 items, at which time the livestream will be closed.

 Item #1: Review and accept Minutes of previous meeting held on February 20, 2018.

 On motion made by Councilor Mavodones, seconded by Chair Costa, the Committee

voted unanimously (2-0) to accept the Minutes as presented.

 Item #2: Public Hearing and vote to recommend to the City Council a Purchase and

Sale Agreement and City Lease back for 44 Hanover Street.

 Mr. Mitchell said that this is last piece of Bayside Public Works properties to be placed

under Purchase and Sale Agreement (PSA) and City Lease back until construction is done at

Canco Road to relocate current operations. Mr. Mitchell also noted that the City had Phase I and

II Environmental Site Assessments (ESA) done, and those have been shared with the buyer. The




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property is being sold “as is”. Mr. Mitchell then described the terms and conditions of both

Agreements, and Mr. Watson’s proposed development projects.

 Ms. Alves added that she is confident that construction at Canco Road for this relocation

would be done by September 2019.

 (Councilor Thibodeau joined the meeting at this time.)

 Mayor Strimling asked for clarification on the rent credit, and Mr. Mitchell explained that

it is related to the timing of the closing and the amount of time the City needed to complete

construction and relocate.

 Chair Costa noted that this works together with the City and the purchaser.

 Mayor Strimling asked about the subdivision referred to in Section 10(a) of the PSA, and

Mr. Mitchell said that his Department is currently in the process of obtaining Subdivision

Approval from the Planning Board, scheduled for March 13th, to subdivide 82 Hanover, 44

Hanover, and 55 Portland Street into three parcels, after which closings could occur.

 Mayor Strimling said it would be helpful to have a chart showing the status of all the

Public Works properties under PSA, and Mr. Jennings said that the chart will be updated for the

Council.

 Mayor Strimling then referred to p. 15 of 35, particularly, “In addition, if Buyer

determines that interest rates or community demand for the use of the Premises change . . . Buyer

may request the City’s approval of such changes.” He asked if the Buyer can make changes with

City administration or City Council approval. Mr. Goldman said that if the changes are non-

substantive, City administration can approve; if substantive, they would be brought back to this

Committee and the City Council.




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 Chair Costa said that if staff had any gray area at that time, it should come back to the

Committee and Council.

 Councilor Thibodeau suggested that “may” be changed to “shall”.

 Mayor Strimling asked if there was a buy back provision, and Mr. Mitchell indicated that

there not a buy back provision.

 Mayor Strimling expressed concern about giving up site for commercial rather than

housing, noting that the zoning allows for at least 136 units.

 Chair Costa opened the meeting for public comment.

 George Rheault of Bayside looked forward to the chart showing the status of the Public

Works Bayside properties. He questioned why the City was now negotiating with Tom Watson

versus the staff recommendation to negotiate with Harold Pachios. Mr. Rheault asked about

Kathy Alves’ role in this, as her title is Port Director, rather than Chris Branch. Lastly, he

expressed concern with Lancaster Court remaining a public amenity, noting there is no Exhibit B

in the packet, and that Section 12(f) is not clear and that Mr. Watson should be the controlling

person.

 See no further public comment, Chair Costa closed public comment.

 Councilor Mavodones made a motion to forward the PSA and Lease Agreement to the

City Council with a recommendation for approval in substantial form as presented, noting to

change “may” to “shall” in the last sentence of section 12(b); Councilor Thibodeau seconded the

motion.

 Regarding Lancaster Court, Mr. Mitchell said that this public street was discontinued but

a public easement has been retained for public access. There will be no building on this

easement area.




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 Mr. Jennings said that with regard to staff’s recommendation to negotiate with Harold

Pachios, the Committee directed staff to negotiate with Tom Watson.

 Mr. Jennings also noted that he requested Public Facilities Manager Kathy Alves to lead

this effort for the physical relocation of Public Works, as she has been with City long before

Chris Branch came onboard and was, and has been, involved in this project.

 Mayor Strimling expressed concern about housing development not occurring at the site,

suggesting to put it out to bid again for housing even if the City would have to give it away.

 Councilor Mavodones that there has been nine public meetings for this project, and he is

pleased to support this item.

 Mr. Jennings noted a past RFP for 65 Hanover/52 Alder Street with one response to buy

it for $1.00, and, because of significant environmental issues, the sale did not close.

 Councilor Thibodeau thanked staff for all their work on getting these properties to

Purchase and Sale Agreement. At the time of placing these properties on the market, the City

asked for bidders to be creative with these properties. The City now has some housing being

created, as well as mixed uses providing for creative reuses of the properties.

 Mr. Jennings said that he would like to thank past EDC Committee Chair Councilor

Brenerman during 2017 in leading this project.

 Chair Costa agreed, and thanked staff as well. This will revitalize the neighborhood and

makes sense on many levels. Housing on the site, however, does not make economic sense.

 Mr. Goldman noted that with regard to Lancaster Court, there may be a request to

disallow vehicles on that area and allow pedestrians only, which would require Council approval.

 Seeing no further discussion, Chair Costa asked for a vote on the motion and it passed

unanimously.




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 Mayor Strimling noted that although he is not a member of the Committee, he did not

support the motion.

 Item #3: Discuss Draft 2018 Work Plan for the Economic Development Committee

 (Mr. Jennings left the meeting at this time.)

 Mr. Mitchell said that the Work Plan has been redrafted into two categories – short term

during 2018, and long term – 2019 and beyond, noting that this would help in the Council goal

setting session.

 Chair Costa said that he would share this information with the facilitator for that session.

 Mayor Strimling noted that the facilitator was looking for three new things from each

Committee, and discussion took place whether this Committee has three new things as it still

needs to work on the Eastern Waterfront items, for one. Also, during the goal setting session,

prior to formal City Council goals being set, the items can be further debated.

 Item #4: Executive sessions: Pursuant to 1 M.R.S.A. 405(6)(C), the Committee will

go into executive session to discuss real estate negotiations and provide guidance to staff for

the following:

 a. Proposed Amendment to Ready Seafood Lease (see enclosed memo and backup)
 b. Proposed Amendments to the Bay Ferries, Ltd. Lease (see enclosed memo and
 backup);
 c. Proposed sale of City owned Riverside Street property (see enclosed memo and
 backup); and,
 d. Proposed Waterfront TIF District Credit Enhancement Agreement request
 (backup to be handed out at meeting)

 Chair Costa said that this concludes the public session and live streaming as the

Committee will be going to executive session at this time.

 Mayor Strimling questioned 4(d) as to why the applicant for the CEA was not named.




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 Mr. Goldman said that he felt the City was not obligated to name the applicant and would

also like to discuss this further with Corporation Counsel West-Chuhta.

 Chair Costa said to err on the side caution now and keep it as it is, and this would be

clarified at the next meeting.

 After discussion, Councilor Thibodeau made a motion to suspend the Rules and allow

public comment for all four items at one time. Councilor Mavodones seconded the motion and it

passed unanimously.

 George Rheaault noted that on the City website it has Kathy Alves’ title as Maritime

Manager. Regarding 4(d), this needs specificity for the public.

 See no further public comment, Chair Costa closed the public comment session.

 Chair Costa said that staff will be reviewing whether specificity is needed as noted

earlier.

 #4(a): Proposed Ready Seafood Lease Amendment

 Councilor Mavodones then made a motion to go into executive session pursuant to 1

M.R.S.A. 405(6)(C) to discuss lease negotiations and provide guidance to staff for proposed

amendments to the Ready Seafood Lease. Councilor Thibodeau seconded the motion, and the

motion passed unanimously at 6:41 p.m. At 7:09, the Committee came out of executive session.

 Mayor Strimling requested that item 4(d) be taken up next as he has another meeting to

go at 7:30.

 #4(d) Proposed Waterfront TIF District Credit Enhancement Agreement Request

 Councilor Thibodeau then made a motion to go into executive session pursuant to 1

M.R.S.A. 405(6)(C) to discuss negotiations for a proposed Waterfront TIF District Credit

Enhancement Agreement. Councilor Mavodones seconded the motion, and the motion passed




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unanimously at 7:10 p.m. At 7:45 p.m., the Committee came out of executive session, and

Mayor Strimling left the meeting.

 #4(b): Proposed Amendments to the Bay Ferries, Ltd. Lease

 Councilor Mavodones then made a motion to go into executive session pursuant to 1

M.R.S.A. 405(6)(C) to discuss lease negotiations and provide guidance to staff for proposed

amendments to the Bay Ferries, Ltd., Lease. Councilor Thibodeau seconded the motion, and the

motion passed unanimously at 7:45 p.m. At 7:57 p.m., the Committee came out of executive

session.

 #4(c): Proposed sale of City owned Riverside Street Property

 Councilor Thibodeau then made a motion to go into executive session pursuant to 1

M.R.S.A. 405(6)(C) to discuss real estate sale negotiations for City-owned property on Riverside

Street. Councilor Mavodones seconded the motion, and the motion passed unanimously at 7:57

p.m. At 8:10 p.m., the Committee came out of executive session, and the meeting was then

adjourned.

 Respectfully, Lori Paulette




 7
 Economic Development Department
 Gregory A. Mitchell, Director



 MEMORANDUM



TO: Economic Development Committee

FROM: Greg Mitchell

DATE: March 14, 2018

SUBJECT: Ready Seafood Company Third Amendment to Amended and Restated Lease


 I. ONE SENTENCE SUMMARY.

Public hearing and vote to recommend to the City Council the Proposed Third Amendment to the
Ready Seafood Company Amended and Restated Lease.

 II. BACKGROUND.

Ready Seafood Company has been a tenant in the Maine State Pier Ocean Terminal since 2009 under
the terms of the Original and Amended and Restated Lease.

III. INTENDED RESULT AND OR COUNCIL GOAL ADDRESSED

The 2017 Council Goal addressed is “Increase Utilization of Portland Ocean Terminal”.

The Ready Seafood Company has been a great partner with the City to promote Portland, and they
have jointly invested in past pier improvements.

IV. FINANCIAL IMPACT. Highlights of the Lease Amendment include:

Term: One five (5) year lease renewal.

Rent and Rent Credit: The 2018 Annual Lease rent is $188,650 to lease 27,500 sq. ft., with rental
square footage to decrease to 24,000 sq. ft. during years 2019-2022. The annual Lease amount in
2019 is $167,040 (to reflect the square foot space reduction) with a two (2) percent annual increase.
An annual Lease credit up to $150,000 during 2018 and 2019 is available, based upon expenditure
documentation, for pier improvements.

Parking: No off-site parking is provided with this Lease Amendment. Five (5) on pier parking
spaces for customer turnover parking and four (4) overnight box truck parking spaces are provided.


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V. STAFF ANALYSIS

Staff researched lease rates for waterfront properties and is recommending the Proposed Third
Amendment to the Ready Brothers Amended and Restated Lease, including Lease rent credit
arrangement as a fair public-private partnership.

VI. RECOMMENDATION

Staff recommends that the EDC vote to recommend approval of the attached Proposed Third
Amendment to the Ready Brothers Amended and Restated Lease, in substantial conformance, to the
City Council.

V.II. LIST ATTACHMENTS

 - Proposed Third Amendment to Amended and Restated Lease, including its Exhibits A and B.
 - 1st Amendment to Amended and Restated Lease
 - 2nd Amendment to Amended and Restated Lease
 - Amended and Restated Lease




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 THIRD AMENDMENT TO
 AMENDED AND RESTATED LEASE AGREEMENT
 PORTLAND OCEAN TERMINAL


 THIS THIRD AMENDMENT is made as of the ____ day of _____________ , 2018, by and
between the CITY OF PORTLAND, a Maine municipal corporation with a place of business in
Portland, Maine and mailing address of 389 Congress Street, Portland, Maine 04101 (“Landlord” or
“City”) and READY SEAFOOD CO., a Maine corporation with a mailing address of P.O. Box
17652, Portland, Maine 04112 (the “Tenant”).

 WITNESSETH:

 WHEREAS, Landlord and Tenant are parties to a certain Amended and Restated Lease
Agreement dated June 19, 2015, as amended by a First Amendment to Amended and Restated
Lease Agreement dated December 12, 2017, and a Second Amendment to Amended and
Restated Lease Agreement dated March ___, 2018 (collectively, the “Lease”), with respect to
certain space at Landlord’s property known as the Portland Ocean Terminal (“POT”), where
Tenant operates a wholesale seafood business; and

 WHEREAS, Landlord and Tenant wish to further amend certain aspects of the Lease, as
more fully described herein.

 NOW, THEREFORE, in consideration of the foregoing and other good and valuable
consideration, the receipt and sufficiency of which is hereby acknowledged, Landlord and
Tenant hereby agree as follows:

 1. Section 1(a) of the Lease is hereby deleted in its entirety and replaced with the following:

 (i) For the period commencing January 1, 2018 through December 31, 2018, Tenant
 will exclusively occupy 27,500 sq. ft. of space at the POT identified as “Interior
 Space” on the diagram labeled Exhibit A attached hereto and incorporated herein
 by reference. During 2018, references to the “Premises” in the Lease shall mean
 the Interior Space depicted on Exhibit A.
 (ii) For the period commencing January 1, 2019 through December 31, 2022, Tenant
 will exclusively occupy the 24,000 sq. ft. of space at the POT identified as
 “Interior Space” on the diagram labeled Exhibit B attached hereto and
 incorporated herein by reference. From January 1, 2019 through December 31,
 2022, or the earlier termination of the Lease, references in the Lease to the
 “Premises” shall mean the Interior Space depicted on Exhibit B.
 (iii) Tenant shall have no authority to modify or make any changes to the Premises
 without the prior written consent of Landlord.

 2. Section 1(b) is hereby deleted in its entirety and replaced with the following:




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 In addition to its use of the Premises, Tenant shall have non-exclusive use of the
 “Exterior Common Areas” identified on Exhibit A and B (the “Common Areas”)
 for purposes of pedestrian and vehicle access to, in common with others, the
 existing dock and the pier area located at the end of the POT. Vehicular access to
 the Common Areas shall be limited to short-term use for purposes of loading and
 unloading vehicles for Tenant’s business and for parking as described in
 paragraph 7 below.

3. The reference to December 31, 2017 in Section 2(a) of the Lease is hereby deleted and
 replaced with December 31, 2022, meaning and intending to change the termination date
 of the term of the Lease to December 31, 2022.

4. The second sentence of section 2(a) of the Lease is deleted in its entirety and replaced
 with the following:

 “The term of this Lease may be renewed for one six (6) year term through December 31,
 2028 upon mutual agreement of the Parties.

5. Section 2(b) of the Lease is deleted in its entirety.

6. Section 4 of the Lease is hereby deleted in its entirety and replaced with the following:

 The annual rent, set forth in the schedule below, is due and payable in advance in twelve
 (12) monthly payments on the first day of each month of the term of this Lease. The rent
 set forth in this paragraph does not include utility charges, which are addressed in
 paragraph 5 of the Lease.

 Lease Year Annual Rent Monthly Payment
 1/1/2018-12/31/2018 $188,650.00 $15,720.83
 1/1/2019-12/31/2019 $167,040.00 $13,920.00
 1/1/2020-12/31/2020 $169,440.00 $14,120.00
 1/1/2021-12/31/2021 $172,080.00 $14,340.00
 1/1/2022-12/31/2022 $174,480.00 $14,540.00

 Notwithstanding anything to the contrary in the Lease, Tenant shall be entitled to a rent
 credit of up to $150,000 during 2018 and 2019 (the “Rent Credit”) for documented
 expenses for certain future repairs to the POT (the “Pier Repair Work”) which work will
 be subject to the prior written approval of the Landlord’s Director of Public Buildings
 (the “Director”). Tenant, with Landlord’s cooperation, will engage the services of a
 contractor or contractors to perform the Pier Repair Work in one or more projects. Tenant
 shall not commence any Pier Repair Work project without the Director’s prior written
 approval. At any time prior to, during, or after completion of a Pier Repair Work project,
 Tenant, at Landlord’s request, will provide Landlord with documentation related to the
 Pier Repair Work in form and substance satisfactory to the Director, including, without
 limitation, any related estimates, proposals, contracts, plans, specifications, diagrams,
 invoices, proof of payment of invoices, and mechanic’s lien waivers from Tenant’s



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contractors and subcontractors (“Pier Repair Work Documentation”). Upon review and
approval of applicable Pier Repair Work Documentation, the City will apply the Rent
Credit to rent due in the months following completion of a Pier Repair Work project until
the Rent Credit has been fully applied. Nothing in this paragraph is intended to be, or
shall be deemed a waiver of, the Landlord’s right to enforce the Tenant’s obligations to
maintain, repair, and replace elements of the Premises, the Common Areas, and the POT
as set forth in section 10 of the Lease.

Tenant understands that in any contract for any work on the POT, Tenant will include the
following provisions:

 Prior to the execution of this Agreement, the Contractor will procure and maintain
 occurrence-based Automobile Liability Insurance, Commercial General Liability
 Insurance (including completed operations coverage for at least 24 months after
 completion of the work), for bodily injury, death and property damage, and
 Pollution Liability Insurance coverage in amounts of not less than Two Million
 Dollars ($2,000,000.00) per occurrence, naming the City as an additional insured
 thereon, and also Workers’ Compensation Insurance coverage to the extent
 required by law. With respect to the Automobile and Commercial General
 Insurance, the Contractor shall name the City as an additional insured for
 coverage only in those areas where government immunity has been expressly
 waived by 14 M.R.S. A. § 8104-A, as limited by § 8104-B, and § 8111. This
 provision shall not be deemed a waiver of any defenses, immunities or limitations
 of liability or damages available to the City under the Maine Tort Claims Act,
 other Maine statutory law, judicial precedent, common law, or any other defenses,
 immunities or limitations of liability available to the City. Prior to execution of
 this Agreement, the Contractor shall furnish the City and thereafter maintain
 certificates evidencing all such coverages, which certificates shall guarantee thirty
 (30) days' notice to the City of termination of insurance from the insurance
 provider or agent. Contractor shall also provide a copy of any endorsement
 naming the City as additional insured. A certificate that merely has a box
 checked under "Addl Insr," or the like, or that merely states the City of Portland is
 named as an Additional Insured, will not be acceptable. The Workers’
 Compensation insurance shall include an endorsement waiving all rights of
 subrogation against the City of Portland, its officers or employees. Contractor
 shall be responsible for any and all deductibles and/or self-insured retentions.
 City’s acceptance or lack of acceptance of Contractor’s Certificate of Insurance or
 other evidence of insurance shall not be construed as a waiver of the Contractor’s
 obligation to obtain and maintain such insurance as required by this agreement.

 To the fullest extent permitted by law, the Contractor shall defend, indemnify and
 hold harmless the City, its officers and employees, from and against all claims,
 damages, losses, and expenses, just or unjust, including, but not limited to, the
 costs of defense and attorney's fees arising out of or resulting from the
 performance of this Agreement, provided that any such claims, damage, loss or
 expense (1) is attributable to bodily injury, sickness, disease or death, or to injury



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 to or destruction of tangible property, including the loss of use therefrom, and (2)
 is caused in whole or in part by any act or omission of the Contractor, anyone
 directly or indirectly employed by it, or anyone for whose act it may be liable.
 Such obligation of indemnification shall not be construed to negate or abridge any
 other obligation of indemnification running to the City which otherwise exists.
 The extent of the indemnification provision shall not be limited by the provision
 for insurance in this Agreement. Contractor’s obligations under this paragraph
 shall survive termination of this Agreement.

7. Section 6 of the Lease is deleted in its entirety and replaced with the following:

 Landlord shall provide Tenant, during the term of this Amended and Restated Lease
 Agreement, the use of five (5) angled passenger vehicle parking spaces and four (4) box
 truck parking spaces located on the west side of the wooden portion of the Common
 Areas. The five passenger vehicle parking spaces are for short-term/turnover use by
 Tenant, its customers, and vendors during the day and evening, and for Tenant employee
 parking at night. Further, Tenant agrees to cooperate with Landlord at any time to
 relocate any passenger vehicles and trucks to allow the Common Areas to service
 Compass Park activities and other City needs. The City reserves the right to re-locate all
 parking spaces to a reasonably convenient alternative location selected by the City at any
 time during the term of this Lease.

8. The following is added to the Lease as section 14(a)(iv): “Pollution Liability Insurance -
 $2,000,000 per occurrence.”

9. The following is added to the end of Section 14(c) of the Lease:

 Contractor shall be responsible for any and all deductibles and/or self-insured retentions.
 City’s acceptance or lack of acceptance of Contractor’s Certificate of Insurance or other
 evidence of insurance shall not be construed as a waiver of the Contractor’s obligation to
 obtain and maintain such insurance as required by this agreement.

10. Section 17(b) of the Lease is deleted in its entirety and replaced with the following:

 In the event Landlord terminates this Agreement for its convenience prior to the Rent
 Credit being fully applied, the Landlord will reimburse Tenant for the outstanding
 balance of the Rent Credit provided that Tenant has provided documentation satisfactory
 to the Landlord for the Pier Repair Work.

11. Any and all terms of the Lease not herein amended shall remain in full force and effect
 for the duration of the Lease as amended hereby and are hereby ratified. In the event of
 any conflict between the terms of this Amendment and the terms of the Lease and any
 exhibits thereto, the terms of this Amendment shall govern and control so long as this
 Amendment is in effect.




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 IN WITNESS WHEREOF, Landlord and Tenant have caused this Agreement to be
executed by their duly authorized representatives or officers, as of the date first written above.


WITNESS: CITY OF PORTLAND



_________________________________ By: ________________________________
 Jon P. Jennings
 Its City Manager



WITNESS: READY SEAFOOD CO.



_________________________________ By: ________________________________
 Printed Name:________________________
 Its:_________________________________




____________________________________
Approved as to Form:
Corporation Counsel’s Office




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 Exhibit A
 Amended and Restated
 Lease Agreement 2018
 Ready Seafood




Parking




 Ready Seafood
Exterior Common Areas +/-27,500 sq ft
 Interior Space




 8 of 41
 Exhibit B
 Amended and Restated
 Lease Agreement 2018
 Ready Seafood




Parking




 Ready Seafood
Exterior Common Areas +/-24,000 sq ft
 Interior Space




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10 of 41
11 of 41
 SECOND AMENDMENT TO
 AMENDED AND RESTATED LEASE AGREEMENT
 PORTLAND OCEAN TERMINAL


 THIS SECOND AMENDMENT is made as of the ____ day of March, 2018, by and
between the CITY OF PORTLAND, a Maine municipal corporation with a place of business in
Portland, Maine and mailing address of 389 Congress Street, Portland, Maine 04101 (“Landlord”)
and READY SEAFOOD CO., a Maine corporation with a mailing address of P.O. Box 17652,
Portland, Maine 04112 (the “Tenant”).

 WITNESSETH:

 WHEREAS, Landlord and Tenant entered into an Amended and Restated Lease
Agreement dated June 19, 2015 as amended by a First Amendment to Amended and Restated
Lease Agreement dated December 12, 2017 (collectively, the “Lease”) with respect to certain
space at Landlord’s property known as the Portland Ocean Terminal, where Tenant operates a
wholesale seafood business; and

 WHEREAS, the term of the Lease expires on March 31, 2018; and

 WHEREAS, Landlord and Tenant are presently negotiating revisions to the Lease,
including amendments to the leased premises, the amount of rent, the term, and other provisions;
and

 WHEREAS, Landlord and Tenant wish to extend the termination date of the Lease for a
period of one month on its present terms to give the parties additional time to negotiate the terms
and conditions for an amended lease.

 NOW, THEREFORE, in consideration of the foregoing and other good and valuable
consideration, the receipt and sufficiency of which is hereby acknowledged, Landlord and
Tenant hereby agree as follows:

 1. The reference to “December 31, 2017” in Section 2(a) of the Agreement is hereby
 deleted and replaced with “April 30, 2018,” meaning and intending to extend until
 April 30, 2018 the termination date of the Lease.

 2. Except as specifically amended hereby, the Lease shall remain in full force and effect,
 and the parties hereto ratify the terms and conditions of the Lease.



 (Signature Page Follows)




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 IN WITNESS WHEREOF, Landlord and Tenant have caused this Agreement to be
executed by their duly authorized representatives or officers, as of the date first written above.


WITNESS: CITY OF PORTLAND



_________________________________ By: ________________________________
 Jon P. Jennings
 Its City Manager



WITNESS: READY SEAFOOD CO.



_________________________________ By: ________________________________
 Printed Name:________________________
 Its:_________________________________




____________________________________
Approved as to Form:
Corporation Counsel’s Office




 13 of 41
14 of 41
 lease, demise, and let unto Tenant. Tenant shall have no authority to modify or
 make any changes to the Premises without the prior consent of Landlord.

 b. In addition to the Premises, Tenant shall have non-exclusive use of the
 common areas identified on Exhibit A as “Interior Common Area” and “Exterior
 Common Area” (collectively, the “Common Areas”). Tenant’s right to use the
 Common Areas shall include: (i) shared access to and use of both the existing
 loading dock and the pier area located at the end of the Pier; and (ii) the right to
 expand the existing loading dock or construct one additional loading dock,
 subject to Planning Board approval and issuance of building permits, and with
 prior written consent of the Landlord.

 c. Security Rules: Tenant shall comply with all safety and security
 requirements in its operations hereunder. All Tenant employees working at the
 POT shall obtain a Transit Worker Identification Credential (TWIC) and shall
 display such TWIC cards at all times when at the POT. Tenant further agrees that
 its officers, employees and agents shall abide by the provisions of the Landlord’s
 Federal Facility Security Plan, and with any other security directives or policies
 that may be promulgated from time to time by the Landlord, the State of Maine or
 by agencies of the Federal Government during the term of this Agreement, and
 the Landlord agrees to provide Tenant with copies of the relevant portions of
 Landlord’s Plan to permit Tenant to comply with their terms. If required by the
 US Coast Guard, Tenant shall create its own Facility Security Plan.

 Tenant shall pay all costs, expenses, liabilities, losses, damages, fines, penalties,
 claims, and demands, including reasonable counsel fees, which may arise directly
 out of Tenant's (including its officers, volunteers and employees) failure to
 comply with the covenants of this paragraph, and such failure shall be deemed a
 default under this Agreement.

 d. Access: Tenant shall be provided with access to the Premises and the
 Common Areas on a twenty-four (24) hour basis through the use of a key, and
 Tenant shall be responsible for ensuring that its employees understand the
 security requirements of POT and that only Tenant’s authorized persons are
 provided access on Tenant’s behalf.

2. Term.

 (a) This Amended and Restated Lease shall be effective as of January 1,
 2015 (the “Effective Date”) and shall end on December 31, 2017, unless earlier
 terminated as provided herein, or extended as provided herein. The term of this
 Amended and Restated Lease may be renewed for one additional five (5) year
 term through December 31, 2022 upon mutual agreement of the Parties; and
 thereafter, for one additional six (6) year term through December 31, 2028,
 again upon mutual agreement of the Parties.




 15 of 41
 (b) Tenant’s right to use parking spaces set forth in section 6 below shall
 have a different term. With respect to Tenant’s parking rights only, the current
 term, which is for two (2) years, commenced December 22, 2013 and terminates
 December 21, 2015. The term of Tenant’s parking rights shall automatically
 renew for successive two (2) year terms beginning December 22, 2015, unless
 either party hereto gives notice before December 1 of any year, of non-renewal.
 Notwithstanding anything to the contrary in this paragraph, Tenant’s parking
 rights shall terminate upon termination of the term set forth in sub-paragraph (a)
 above.

3. Permitted Uses.

a. Tenant Uses: Tenant may use the Premises and Common Areas for wholesale,
 storage, packaging, shipping and processing activities associated with Ready
 Seafood and Catch a Piece of Maine.

b. Tenant may, upon receipt of written consent of Landlord, make physical
 improvements to Premises and Common Areas to support Tenant’s use.

c. Landlord uses: Landlord reserves the right to permit other parties to use the
 Common Areas and the remainder of the POT warehouse (other than the Interior
 Space) during the term of this Amended and Restated Lease and thereafter, so
 long as such use does not unreasonably interfere with the use of the Premises and
 Common Areas by Tenant as permitted or required by this Amended and Restated
 Lease.

d. Tenant agrees to work with the Landlord to coordinate Tenant’s use of the
 Premises and Common Areas with other tenants and users of the POT, and Pier.

e. Nothing herein is intended to create, nor shall it be deemed to be, a joint venture
 between the parties.

4. Rent.

The annual rent, set forth in the schedule below, is due and payable in advance in twelve
(12) equal monthly payments on the first day of each month of the term of this Amended
and Restated Lease. The rent set forth in this paragraph does not include utility or
parking charges, which are addressed in paragraphs 5 and 6 below.

 Annual Rent Monthly Payment
 1/1/15-12/31/15 $125,256.00 $10,438.00
 1/1/16-12/31/16 $127,761.12 $10,646.76
 1/1/17-12/31/17 $130,316.34 $10,859.70




 16 of 41
5. Utilities.

The Landlord has provided, at Tenant’s expense, separate electrical and water submeters
to separate Tenant’s electrical and water usage from that of Landlord and other users of
the POT. Tenant shall continue to pay Landlord monthly for its water and electric usage.
Landlord is not responsible for providing heat to the Premises.

6. Parking.

Landlord shall provide Tenant, during the term of this Amended and Restated Lease
Agreement, the use of ten (10) parking spaces in the City-owned Thames Street parking
lot at the annual rate of Ten Thousand Dollars ($10,000.00) payable in advance on the
first of each month in twelve monthly installments of $833.33. The City reserves the
right to re-locate these parking spaces to a reasonably convenient alternative location if
the Thames Street parking lot is no longer available for this purpose. See Section 2 for
the term of Tenant’s right to use parking spaces.

7. Vessel Deliveries.

At Tenant’s expense and with Landlord’s approval, a device, such as a derrick shall be
installed at the southern end of the Pier. Tenant shall accept deliveries of lobsters by
vessel at the southern end of the Pier, utilizing the derrick or similar device.

The parties recognize that the southern end of the Pier represents the edge of the federal
channel. Tenant shall insure that deliveries by vessel shall be expedient, such that
delivery vessels are located at the southern end of the Pier for as short a period of time as
possible during deliveries.

When cruise ships are docked at the Pier, Tenant shall not have access to the southern
end of the Pier to accept deliveries. On said cruise ship days, Tenant shall accept
deliveries in the embayment located to the west of the POT. Subject to review and
approval by Landlord, Tenant may install a derrick or similar device and a float to assist
with deliveries in the embayment.

Tenant shall not utilize the public landing located in the embayment for deliveries.

8. Tenant to Plow and Remove Snow.

Tenant, at Tenant’s expense, shall be responsible for plowing and removing snow from
the Exterior Common Areas to allow for year-round access to the loading dock.

9. Tenant to Remove Trash and Debris; Maintenance.

Tenant, at Tenant’s expense, shall maintain the entire portion of the Premises and
Common Areas in the same condition and repair as it is in as of the Effective Date,




 17 of 41
except only for reasonable wear and tear, and shall remove all trash and debris
attributable to it from the Premises and Common Areas.

10. POT Building and Pier Infrastructure Responsibility for Repairs and
 Maintenance; Tenant’s Acceptance Of Premises In “As Is” Condition.

Tenant is currently in possession of the Premises and does hereby accept the Premises
and Common Areas in their present “AS IS” condition as of the Effective Date. During
the term of the Existing Lease, Tenant has, at its sole expense, maintained and made
substantial repairs to the Premises, the Common Areas, Pier, and the portion of the POT
building containing the Interior Space and the Interior Common Area. Tenant shall
continue to maintain and repair, at its sole expense, the Premises, the Common Areas,
and all interior, exterior, and structural portions of the POT building containing the
Interior Space and the Interior Common Areas, including, without limitation, the
plumbing, electrical, mechanical, heating, ventilation, and air conditioning systems in the
building, but not including the roof or exterior walls. The Landlord shall be responsible
for the maintenance and repair of said exterior walls and roof, and Tenant shall make no
alteration to them without the prior written consent of the Landlord. Tenant, at Tenant’s
sole expense, may conduct such inspections as are necessary to evaluate the structural
integrity of the POT building and Pier to support Tenant’s use and shall report the results
of any such inspections to Landlord. Tenant, at its sole expense, shall be responsible for
maintaining, repairing, or replacing the Pier’s structural elements, including, without
limitation, its pile caps, stringers, and decking, in order to support so much of Tenant’s
use as is beyond those uses that would cause ordinary wear and tear. Landlord shall only
be responsible for maintaining the structural integrity of the Pier to the extent that the
structural integrity has been jeopardized due to normal wear and tear, and not from any of
Tenant’s operations causing greater than normal wear and tear. Landlord may enter any
portion of the POT and Pier, including the Premises, to conduct inspections, maintenance,
or repairs, but will only enter the Premises upon reasonable notice to Tenant at times and
in a manner that will not unreasonably interfere with Tenant’s on-going business
activities.

11. Traffic Control.

Tenant shall be responsible for managing truck access over the Pier to the Premises and
Common Areas. In doing so, Tenant will work cooperatively with other POT tenants and
the Casco Bay Lines to manage traffic and pedestrian congestion. Landlord will assist
Tenant by removing illegally parked vehicles on a timely basis when requested to do so
by Tenant or by any signatory to a Maine State Pier Tenant Operational Agreement.
Tenant agrees to participate and work cooperatively with other POT tenants and the
Casco Bay Lines to create such an operational agreement.

12 Compliance with Laws.

Tenant shall, at its own cost and expense, promptly observe and comply with all
applicable laws, ordinances, requirements, orders, directives, rules and regulations of the



 18 of 41
federal, state, and county and city governments, including the City Of Portland Facilities
rules as they may be amended from time to time, and of all other governmental
authorities, affecting the Premises or appurtenances thereto, while such laws or
regulations are in force, regardless of when enacted. Tenant shall pay all costs, expenses,
liabilities, losses, damages, fines, penalties, claims, and demands, including reasonable
counsel fees, which may arise directly out of Tenant's failure to comply with the
covenants of this Section, and such failure shall be deemed a default under this
Agreement. Tenant shall be responsible for obtaining all necessary permits and licenses
required for its use and occupancy of the POT at its own cost and expense.

13 Indemnification.

a. General. To the fullest extent permitted by law, Tenant shall at its own expense
 defend, indemnify, and hold harmless the Landlord, its officers, agents, and
 employees from and against any and all liability, claims, damages, penalties,
 losses, expenses, or judgments, just or unjust, arising from injury or death to any
 person, or damage to property sustained by anyone (including but not limited to
 Landlord employees or property), including but not limited to claims based upon
 violation of any environmental law or regulation, except to the extent that such
 claims arise from a negligent act or omission of the Landlord, its officers, agents,
 servants or employees.

 Tenant shall, at its own cost and expense, defend any and all suits or actions, just
 or unjust, which may be brought against Landlord or in which Landlord may be
 impleaded with others upon any such above-mentioned matter, claim or claims,
 including claims of contractors, employees, laborers, materialmen, and suppliers.
 In cases in which Landlord is a party, Landlord shall have the right to participate
 at its own discretion and expense and no such suit or action shall be settled
 without prior written consent of Landlord. Such obligation of indemnity and
 defense shall not be construed to negate nor abridge any other right of
 indemnification or contribution running to Landlord which would otherwise exist.

b. Without limiting the foregoing, to the fullest extent permitted by law, Tenant
 hereby agrees to assume all risk of injury, harm or damage to any person or
 property (including but not limited to all risk of injury, harm or damage to
 Tenant's officers, agents, employees, contractors, customers or invitees or to their
 property) arising out of, during, or in connection with the rental or use of the POT
 warehouse property or any portion thereof and the activities hereunder which
 injury, harm or damage is alleged to be related to the presence of mold at or in the
 Premises, and to defend, indemnify and hold the Landlord harmless from any
 such liability, claims, damages, losses or expenses.

c. Covenant against liens: Tenant shall not cause or permit any lien against the
 Landlord’s property or any improvements thereto to arise out of or accrue from
 any action or use thereof by Tenant and shall hold the Landlord harmless
 therefrom; provided, however, that Tenant may in good faith contest the validity



 19 of 41
 of any alleged lien. Upon request of the Landlord, Tenant shall post a bond
 warranting payment of any such lien in the event Tenant contests such lien.

d. Survival. The Terms of this Section shall expressly survive the expiration
 or termination of this Agreement.

14. Insurance.

a. Amounts. Without expense to the Landlord, and with no lapse in coverage,
 Tenant shall procure and maintain, at its own cost, and show evidence to the
 Landlord of the following insurance to protect the Landlord from claims and
 damages which may arise from Tenant’s operations under this Agreement,
 whether such operations shall be performed by the Tenant or by anyone directly
 or indirectly employed by it, in the types and minimum amounts set forth below:

Description Coverage Each Occurrence

(i) Commercial General Liability B.I./P.D. $1,000,000

(ii) Automobile Liability Insurance $ 400,000

(iii) Worker's Compensation Maine statutory amount


b. Landlord protected. The Landlord shall be named as an additional insured under
 items (i) and (ii) above. Tenant shall provide evidence of Workers Compensation
 coverage in the statutory amounts.

c. Notice to Landlord. All policies of insurance required herein shall be in a form
 and issued by a company or companies approved to do insurance business in the
 State of Maine. Each such policy shall provide that such policy may not be
 changed, altered or canceled by the insurer during its term without first giving
 thirty (30) days' notice in writing to the Landlord. Each liability policy required
 to be obtained hereunder shall be on an occurrence basis. In the event that
 policies are not available on an occurrence basis, Tenant shall purchase a “tail”
 which provides coverage hereunder for a minimum of six (6) years after
 termination of this Agreement.

 All policies required hereunder shall be primary to any insurance or self-insurance
 which Landlord may maintain for its own benefit. Liability insurance coverage
 shall also extend to damage, destruction, and injury to City-owned or City-leased
 property and City personnel, to the extent caused by, or resulting from negligent
 acts, operations, or omissions of Tenant, its officers, agents, employees, invitees,
 and/or contractors.




 20 of 41
d. Certificates. Certificates or other evidence of insurance coverages required of
 Tenant in this Section, in amounts no less than those stipulated herein or as may
 be in effect from time-to-time, shall be delivered to the Landlord prior to use of
 the Premises. Such certificate or certificates shall at all times while this
 Agreement is in effect provide Landlord with at least thirty (30) days prior written
 notice of any change or modification in insurance coverage or insurance carrier.

15. Assignment/Subletting.

Tenant shall not sublease, transfer or assign this Agreement or the rights granted
hereunder at any time during the term of this Agreement without the prior written
approval of Landlord, which may be granted or withheld in Landlord’s discretion. No
such assignment or subletting shall relieve Tenant of any obligations hereunder and any
person accepting such assignment shall take the Agreement subject to all prior breaches
and shall be liable therefore in the same manner as Tenant.

16. Casualty Damage.

a. If the Premises or any part thereof shall be destroyed or damaged by fire or other
 unavoidable casualty so that the same shall be thereby rendered unfit for use,
 then, and in such case, the Rent hereinabove stated or a just and proportional part
 thereof, according to the nature and extent of injuries sustained, shall be
 suspended or abated, until the Premises shall have been put in proper condition
 for use by Tenant. Provided, however, in the event of such destruction or
 damage, either Landlord or Tenant shall have the right to terminate this Lease by
 giving the other party written notice of such termination within thirty (30) days
 after such damage or destruction, and upon the giving of such notice, the term of
 this Agreement shall cease and come to an end as of the date of such damage or
 destruction and any unearned rent shall be returned to Tenant.

b. Tenant shall be responsible for covering the equipment and supplies with such
 property and casualty insurance as it deems necessary and Landlord shall have no
 responsibility therefor. Tenant assumes all risk of damage, loss or casualty to its
 property, equipment and/or supplies while located at the POT, even if the cause of
 such damage is the result of the negligent act or omission of Landlord, its officers
 or employees. Tenant shall defend, indemnify and hold the Landlord harmless
 from any claim based upon any damage, loss or casualty to its property,
 equipment and/or supplies while at the POT. Any casualty insurance obtained by
 Tenant for its property, equipment or supplies at POT shall include a waiver of
 subrogation against the Landlord.

17. Termination for Convenience or Cause.

a. Either party may, in its discretion and for its convenience, terminate this
 Agreement upon no less than Thirty (30) days prior written notice to the non-
 terminating party. In the event of termination during a rental period, Landlord



 21 of 41
 will reimburse to Tenant the pro-rated amount paid in rent for any time period
 after the effective date of the termination; provided, however, that Tenant shall
 remain liable to pay any Rent accrued and owed for the time period prior to the
 effective date of termination.

b. In the event Landlord terminates this Agreement for its convenience prior to the
 expiration date, the Landlord will reimburse Tenant for documented construction
 expenditures made by Tenant for the purposes of build-out, improvements,
 additions or installations to the Premises, made in 2013-2014 as part of the then
 expansion, but such reimbursement shall: (1) in no event shall exceed $375,000;
 and (2) such reimbursement shall be reduced over ten (10) years, on a straight-line
 basis, from the date of installation.

c. Either party may terminate this Agreement upon no less than Thirty (30) calendar
 days’ prior written notice for failure of the non-terminating party to comply with
 the terms and conditions of this Agreement. In such event, the non-terminating
 party shall have the right to cure such default within the Thirty (30) day period, or
 in the case of default in any payment due hereunder, within Ten (10) calendar
 days of receipt of notice of such default. Such notice of default shall not be
 required to coincide with a rental period.

d. Upon any termination of this Lease, Tenant shall quit and surrender to Landlord
 the Premises in accordance with the provisions of Section 16 hereof. If this lease
 is terminated, Tenant shall remain liable to Landlord for all Rent accrued and
 unpaid up to the date of such termination. In no event shall either party be liable
 to the other for incidental, special, or consequential damages of any nature
 claimed as a result of the breach of any term of this Agreement or termination of
 this Agreement.

18. Return of Premises; Trade Fixtures.

Tenant at the expiration or termination of this Agreement shall peaceably yield up to
Landlord the Premises in good repair in all respects, reasonable use and wear and damage
by fire and all other unavoidable casualties not caused by Tenant, its officers, employees,
agents, invitees or contractors excepted. Tenant shall remove all trade fixtures,
equipment and other personal property installed or placed by it at its expense in, on or
about the Premises; provided, however, all damage caused by or as a result of such
removal shall be repaired by Tenant at its expense. Should Tenant fail to remove its
fixtures, equipment or property within Thirty (30) days of a notice to do so from
Landlord, ownership of such fixtures, equipment and property shall automatically be
vested in Landlord and Landlord have the right dispose of such fixtures, equipment and
property in any manner it sees fit, and retain all proceeds therefrom. Notwithstanding the
foregoing, Tenant shall continue to be liable to Tenant for the costs of any such removal
and disposal in excess of any such proceeds.




 22 of 41
23 of 41
24 of 41
25 of 41
 DATE (MM/DD/YYYY)
 CERTIFICATE OF LIABILITY INSURANCE 6/19/2015
  THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS
  CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES
  BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED
  REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER.
  IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must be endorsed. If SUBROGATION IS WAIVED, subject to
  the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the
  certificate holder in lieu of such endorsement(s).
 CONTACT
PRODUCER
 NAME: Hope Cote
 PHONE (207)780-1677 FAX
Cross Insurance-Portland (A/C, No, Ext): (A/C, No): (207)780-6377
 E-MAIL
2331 Congress Street ADDRESS: hcote@crossagency.com
 INSURER(S) AFFORDING COVERAGE NAIC #
Portland ME 04102 INSURER A :The Netherlands Insurance Co. 24171
INSURED INSURER B :Peerless Insurance Co. 24198
Ready Seafood Company, Inc.; INSURER C :Ohio Casualty Ins. Co. 24074
Maine Seafood Ventures, LLC INSURER D :
PO Box 17652 INSURER E :
Portland ME 04112 INSURER F :
COVERAGES CERTIFICATE NUMBER:CL1561741704 REVISION NUMBER:
  THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD
  INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS
  CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS,
  EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS.
INSR ADDL SUBR POLICY EFF POLICY EXP
 LTR TYPE OF INSURANCE INSD WVD POLICY NUMBER (MM/DD/YYYY) (MM/DD/YYYY) LIMITS
 X COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE $ 1,000,000
 DAMAGE TO RENTED
 A CLAIMS-MADE X OCCUR PREMISES (Ea occurrence) $ 100,000
 CBP8109501 6/23/2015 6/23/2016 MED EXP (Any one person) $ 5,000
 PERSONAL & ADV INJURY $ 1,000,000
 GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $ 2,000,000
 PRO- X LOC 2,000,000
 POLICY JECT PRODUCTS - COMP/OP AGG $

 OTHER: $
 COMBINED SINGLE LIMIT $
 AUTOMOBILE LIABILITY
 (Ea accident) 1,000,000
 X ANY AUTO BODILY INJURY (Per person) $
 B ALL OWNED SCHEDULED
 BA8109459 6/23/2015 6/23/2016 BODILY INJURY (Per accident) $
 AUTOS AUTOS
 NON-OWNED PROPERTY DAMAGE $
 HIRED AUTOS AUTOS (Per accident)
 Medical payments $ 2,000
 X UMBRELLA LIAB X OCCUR EACH OCCURRENCE $ 5,000,000
 EXCESS LIAB CLAIMS-MADE AGGREGATE $ 5,000,000
 B
 DED X RETENTION $ 10,000 CU8109566 6/23/2015 6/23/2016 $
 WORKERS COMPENSATION PER OTH-
 AND EMPLOYERS' LIABILITY STATUTE ER
 Y/N
 ANY PROPRIETOR/PARTNER/EXECUTIVE E.L. EACH ACCIDENT $
 OFFICER/MEMBER EXCLUDED? N/A
 (Mandatory in NH) E.L. DISEASE - EA EMPLOYEE $
 If yes, describe under
 DESCRIPTION OF OPERATIONS below E.L. DISEASE - POLICY LIMIT $

 C Excess Umbrella ECO(16)56524647 6/23/2015 6/23/2016 Each Occurrence 3,000,000
 Aggregate 3,000,000

DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required)
RE: Lease of space at Portland Ocean
Terminal warehouse on the Maine State Pier. City of Portland is Additional Insured on a primary and
non-contributory basis under general liability and auto liability. 30 day notice of cancellation applies
except 10 days for non-payment of premium pursuant to Maine Law.



CERTIFICATE HOLDER CANCELLATION

 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE
 City of Portland THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN
 ACCORDANCE WITH THE POLICY PROVISIONS.
 389 Congress Street
 Portland, ME 04101
 AUTHORIZED REPRESENTATIVE


 Hope Cote/HAC
 © 1988-2014 ACORD CORPORATION. All rights reserved.
ACORD 25 (2014/01) The ACORD name and logo are registered marks of ACORD 26 of 41
INS025 (201401)
 READSEA-01 RRUMPF
 DATE (MM/DD/YYYY)
 CERTIFICATE OF LIABILITY INSURANCE 6/19/2015
 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS
 CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES
 BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED
 REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER.
 IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must be endorsed. If SUBROGATION IS WAIVED, subject to
 the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the
 certificate holder in lieu of such endorsement(s).
PRODUCER CONTACT
 NAME:
Clark Insurance PHONE FAX
2385 Congress Street (A/C, No, Ext): (207) 774-6257 (A/C, No): (207) 774-2994
 E-MAIL
Portland, ME 04104 ADDRESS: info@clarkinsurance.com
 INSURER(S) AFFORDING COVERAGE NAIC #

 INSURER A : Maine Employers Mutual 11149
INSURED INSURER B :
 Ready Seafood Co. INSURER C :
 John Ready
 INSURER D :
 PO Box 17652
 Portland, ME 04112 INSURER E :
 INSURER F :
COVERAGES CERTIFICATE NUMBER: REVISION NUMBER:
 THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD
 INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS
 CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS,
 EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS.
INSR ADDL SUBR POLICY EFF POLICY EXP
 LTR TYPE OF INSURANCE INSD WVD POLICY NUMBER (MM/DD/YYYY) (MM/DD/YYYY) LIMITS
 COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE $
 DAMAGE TO RENTED
 CLAIMS-MADE OCCUR PREMISES (Ea occurrence) $
 MED EXP (Any one person) $
 PERSONAL & ADV INJURY $
 GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $
 PRO-
 POLICY JECT LOC PRODUCTS - COMP/OP AGG $

 OTHER: $
 AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT $
 (Ea accident)
 ANY AUTO BODILY INJURY (Per person) $
 ALL OWNED SCHEDULED BODILY INJURY (Per accident) $
 AUTOS AUTOS
 NON-OWNED PROPERTY DAMAGE $
 HIRED AUTOS AUTOS (Per accident)
 $
 UMBRELLA LIAB OCCUR EACH OCCURRENCE $
 EXCESS LIAB CLAIMS-MADE AGGREGATE $

 DED RETENTION $ $
 WORKERS COMPENSATION PER OTH-
 AND EMPLOYERS' LIABILITY
 X STATUTE ER
 Y/N
A ANY PROPRIETOR/PARTNER/EXECUTIVE 1810084151 02/20/2015 02/20/2016 E.L. EACH ACCIDENT $ 500,000
 OFFICER/MEMBER EXCLUDED? N/A
 (Mandatory in NH) E.L. DISEASE - EA EMPLOYEE $ 500,000
 If yes, describe under
 DESCRIPTION OF OPERATIONS below E.L. DISEASE - POLICY LIMIT $ 500,000




DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required)




CERTIFICATE HOLDER CANCELLATION

 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE
 THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN
 City of Portland ACCORDANCE WITH THE POLICY PROVISIONS.
 389 Congress Street
 Portland, ME 04101
 AUTHORIZED REPRESENTATIVE




 © 1988-2014 ACORD CORPORATION. All27 of
 rights
 41 reserved.
ACORD 25 (2014/01) The ACORD name and logo are registered marks of ACORD
 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.

 COMMERCIAL GENERAL LIABILITY EXTENSION ENDORSEMENT

This endorsement modifies insurance under the

 COMMERCIAL GENERAL LIABILITY COVERAGE PART


 SCHEDULE

 The following endorsement provision does not apply when “X” is shown in the space provided below:

 _____ Provision C. PROPERTY DAMAGE – BORROWED EQUIPMENT does not apply
 _____ Provision D. PROPERTY DAMAGE – CUSTOMERS’ GOODS does not apply
 _____ Provision G. MEDICAL PAYMENTS EXTENSION does not apply
 _____ Provision I. ADDITIONAL INSUREDS – BY CONTRACT, AGREEMENT OR PERMIT does not
 apply
 _____ Provision J. ADDITIONAL INSUREDS – VENDORS does not apply
 _____ Provision K. BROAD FORM NAMED INSURED does not apply
 _____ Provision L. FAILURE TO DISCLOSE HAZARDS AND PRIOR OCCURRENCES does not apply
 _____ Provision M. KNOWLEDGE OF OCCURRENCE, OFFENSE, CLAIM OR SUIT does not apply

(If no entry appears above, information required to complete this endorsement will be shown in the
Declarations as applicable to this endorsement)

With respect to coverage afforded by this endorsement, the provisions of the policy apply unless modified
by the endorsement.

A. NON-OWNED AIRCRAFT

 Under paragraph 2. Exclusions of COVERAGE A BODILY INJURY AND PROPERTY DAMAGE
 LIABILITY (SECTION I), exclusion g. Aircraft, Auto Or Watercraft does not apply to an aircraft
 provided:

 1. It is not owned by any insured;

 2. It is hired, chartered or loaned with a trained paid crew;

 3. The pilot in command holds a currently effective certificate, issued by the duly constituted
 authority of the United States of America or Canada, designating her or him a commercial or
 airline pilot; and

 4. It is not being used to carry persons or property for a charge.

 However, the insurance afforded by this provision does not apply if there is available to the insured
 other valid and collectible insurance, whether primary, excess (other than insurance written to apply
 specifically in excess of this policy), contingent or on any other basis, that would also apply to the loss
 covered under this provision.

B. NON-OWNED WATERCRAFT

 Includes copyrighted material of Insurance Services Office, Inc. with its permission.
 Copyright, Insurance Services Office, Inc., 2000
22-45 (12/02) Page 1 of 7



 28 of 41
 Under paragraph 2. Exclusions of COVERAGE A BODILY INJURY AND PROPERTY DAMAGE
 LIABILITY (SECTION I), provision (2)(a) of exclusion g. Aircraft, Auto Or Watercraft is replaced by
 the following:

 This exclusion does not apply to:

 (2) A watercraft you do not own that is:

 (a) Less than 51 feet long; and

C. PROPERTY DAMAGE - BORROWED EQUIPMENT

 1. Under paragraph 2. Exclusions of COVERAGE A BODILY INJURY AND PROPERTY DAMAGE
 LIABILITY (SECTION I), provision (4) of exclusion j. Damage To Property does not apply to
 “property damage” to borrowed equipment while that equipment is not being used to perform
 operations at the job site.

 2. Under SECTION IV - COMMERCIAL GENERAL LIABILITY CONDITIONS, the following is added
 to Condition 4. Other Insurance, paragraph b. Excess Insurance:

 The insurance afforded by provision C. in the Commercial General Liability Extension
 Endorsement is excess over any of the other insurance, whether primary, excess, contingent
 or on any other basis, that is property insurance.

 3. This endorsement provision C. does not apply when it is shown in the Schedule as not applicable.

D. PROPERTY DAMAGE – CUSTOMERS’ GOODS

 1. Under paragraph 2. Exclusions of COVERAGE A BODILY INJURY AND PROPERTY DAMAGE
 LIABILITY (SECTION I), provisions (3), (4) and (6) of exclusion j. Damage To Property do not
 apply to “property damage” to “customers’ goods” while on your premises.

 2. Under SECTION IV - COMMERCIAL GENERAL LIABILITY CONDITIONS, the following is added
 to Condition 4. Other Insurance, paragraph b. Excess Insurance:

 The insurance afforded by provision D. in the Commercial General Liability Extension
 Endorsement is excess over any of the other insurance, whether primary, excess, contingent
 or on any other basis, that is property insurance.

 3. The following is added to SECTION V - DEFINITIONS:

 “Customers’ goods” means property of your customer on your premises for the purpose of
 being worked on or used in your manufacturing process.

 4. This endorsement provision D. does not apply when it is shown in the Schedule as not applicable.

E. PROPERTY DAMAGE LIABILITY – ELEVATORS

 1. Under paragraph 2. Exclusions of COVERAGE A BODILY INJURY AND PROPERTY DAMAGE
 LIABILITY (SECTION I), provisions (3), (4) and (6) of exclusion j. Damage To Property do not
 apply if such “property damage” results from the use of elevators.

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 2. The following is added to SECTION IV - COMMERCIAL GENERAL LIABILITY CONDITIONS,
 Condition 4. Other Insurance, paragraph b. Excess Insurance:

 The insurance afforded by provision E. in the Commercial General Liability Extension
 Endorsement is excess over any of the other insurance, whether primary, excess, contingent
 or on any other basis, that is property insurance.

F. DAMAGE BY FIRE, LIGHTNING, EXPLOSION, SMOKE OR LEAKAGE

 If Damage To Premises Rented To You is not otherwise excluded from this Coverage Part:

 1. Under subsection 2. Exclusions of COVERAGE A BODILY INJURY AND PROPERTY
 DAMAGE LIABILITY (SECTION I):

 a. The fourth from the last paragraph of exclusion j. Damage To Property is replaced by the
 following:

 Paragraphs (1), (3) and (4) of this exclusion do not apply to “property damage” (other than
 damage by fire, lightning, explosion, smoke, or leakage from automatic fire protection
 systems) to premises, including the contents of such premises, rented to you for a period
 of 7 or fewer consecutive days. A separate limit of insurance applies to Damage To
 Premises Rented To You as described in SECTION III – LIMITS OF INSURANCE.

 b. The last paragraph of subsection 2. Exclusions is replaced by the following:

 Exclusions c. through n. do not apply to damage by fire, lightning, explosion, smoke, or
 leakage from automatic fire protection systems to premises while rented to you or
 temporarily occupied by you with permission of the owner. A separate limit of insurance
 applies to Damage To Premises Rented To You as described in SECTION III - LIMITS
 OF INSURANCE.

 2. Paragraph 6. under SECTION III - LIMITS OF INSURANCE is replaced by the following:

 6. Subject to 5. above, the Damage To Premises Rented To You Limit is the most we will
 pay under Coverage A for damages because of “property damage” to any one premises,
 while rented to you, or in the case of damage by fire, lightning, explosion, smoke, or
 leakage from automatic protection systems, while rented to you or temporarily occupied
 by you with permission of the owner. This limit is the greater of:

 a. $300,000; or

 b. The amount shown in the Declarations for Damage To Premises Rented To You
 Limit.

 3. The word “fire” is changed to “fire, lightning, explosion, smoke, or leakage from automatic fire
 protection systems” where it appears in:

 a. SECTION IV – COMMERCIAL GENERAL LIABILITY CONDITIONS, Condition 4. Other
 Insurance, paragraph b. Excess Insurance, subparagraph (1)(b); and

 b. SECTION V – DEFINITIONS, paragraph 9.a.

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G. MEDICAL PAYMENTS EXTENSION

 1. SECTION III - LIMITS OF INSURANCE, paragraph 7. is replaced by the following:

 7. Subject to 5. above, the Medical Expense Limit is the most we will pay under Coverage C.
 for all medical expenses because of “bodily injury” sustained by any one person. The
 Medical Expense Limit is the greater of:

 a. $15,000; or

 b. The Medical Expense Limit shown in the Declarations.

 2. Under provision 1. Insuring Agreement of COVERAGE C MEDICAL PAYMENTS (SECTION I),
 the second subparagraph (2) of paragraph a. is replaced by the following:

 (2) The expenses are incurred and reported to us within three years of the date of the
 accident; and

 3. This endorsement provision G. does not apply when:

 a. It is shown in the Schedule as not applicable; or

 b. COVERAGE C. MEDICAL PAYMENTS (SECTION I) is otherwise excluded from this
 Coverage Part.

H. EXTENSION OF SUPPLEMENTARY PAYMENTS – COVERAGES A AND B

 Under SUPPLEMENTARY PAYMENTS - COVERAGES A AND B:

 1. Paragraph 1.b. is replaced by the following:

 b. Up to $2500 for cost of bail bonds required because of accidents or traffic law violations
 arising out of the use of any vehicle to which the Bodily Injury Liability Coverage applies.
 We do not have to furnish these bonds.

 2. Paragraph 1.d. is replaced by the following:

 d. All reasonable expenses incurred by the insured at our request to assist us in the
 investigation or defense of the claim or “suit”, including actual loss of earnings up to $300
 a day because of time off from work.

I. ADDITIONAL INSUREDS - BY CONTRACT, AGREEMENT OR PERMIT

 1. Paragraph 2. under SECTION II - WHO IS AN INSURED is amended to include as an insured any
 person or organization when you and such person or organization have agreed in writing in a
 contract, agreement or permit that such person or organization be added as an additional insured
 on your policy to provide insurance such as is afforded under this Coverage Part. Such person or
 organization is an additional insured only with respect to liability arising out of:

 a. Your ongoing operations performed for that person or organization; or


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 b. Premises or facilities owned or used by you.
 With respect to provision 1.a. above, a person’s or organization’s status as an insured under this
 endorsement ends when your operations for that person or organization are completed.

 With respect to provision 1.b. above, a person’s or organization’s status as an insured under this
 endorsement ends when their contract or agreement with you for such premises or facilities ends.

 2. This endorsement provision I. does not apply:

 a. Unless the written contract or agreement has been executed, or permit has been issued, prior
 to the “bodily injury”, “property damage” or “personal and advertising injury”;

 b. To “bodily injury” or “property damage” occurring after:

 (1) All work, including materials, parts or equipment furnished in connection with such work,
 in the project (other than service, maintenance or repairs) to be performed by or on behalf
 of the additional insured(s) at the site of the covered operations has been completed; or

 (2) That portion of “your work” out of which the injury or damage arises has been put to its
 intended use by any person or organization other than another contractor or subcontractor
 engaged in performing operations for a principal as a part of the same project;

 c. To the rendering of or failure to render any professional services including, but not limited to,
 any professional architectural, engineering or surveying services such as:

 (1) The preparing, approving, or failing to prepare or approve, maps, shop drawings,
 opinions, reports, surveys, field orders, change orders or drawings and specifications; and

 (2) Supervisory, inspection, architectural or engineering activities;

 d. To “bodily injury”, “property damage” or “personal and advertising injury” arising out of any act,
 error or omission that results from the additional insured’s sole negligence or wrongdoing;

 e. To any person or organization included as an insured under provision J. of this endorsement;

 f. To any person or organization included as an insured by a separate additional insured
 endorsement issued by us and made a part of this policy; or

 g. When it is shown in the Schedule as not applicable.

J. ADDITIONAL INSURED – VENDORS

 Paragraph 2. under SECTION II - WHO IS AN INSURED is amended to include as an insured any
 person or organization (referred to below as “vendor”) with whom you agreed, in a written contract or
 agreement to provide insurance such as is afforded under this policy, but only with respect to “bodily
 injury” or “property damage” arising out of “your products” which are distributed or sold in the regular
 course of the vendor’s business, subject to the following additional exclusions:

 1. The insurance afforded the vendor does not apply to:

 a. “Bodily injury” or “property damage” for which the vendor is obligated to pay damages by
 reason of the assumption of liability in a contract or agreement. This exclusion does not apply

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 to liability for damages that the vendor would have in the absence of the contract or
 agreement;

 b. Any express warranty unauthorized by you;

 c. Any physical or chemical change in the product made intentionally by the vendor;

 d. Repackaging, unless unpacked solely for the purpose of inspection, demonstration, testing, or
 substitution of parts under instructions from the manufacturer, and then repackaged in the
 original container;

 e. Any failure to make such inspections, adjustments, tests or servicing as the vendor has
agreed
 to make or normally undertakes to make in the course of business, in connection with the
 distribution or sale of the products;

 f. Demonstration, installation, servicing or repair operations, except such operations performed
 at the vendor’s premises in connection with the sale of the product;

 g. Products which, after distribution or sale by you, have been labeled or relabeled or used as a
 container, part or ingredient of any other thing or substance by or for the vendor; or

 h. To “bodily injury” or “property damage” arising out of any act, error or omission that results
 from the additional insured’s sole negligence or wrongdoing.

 2. This insurance does not apply to any insured person or organization, from whom you have
 acquired such products, or any ingredient, part or container, entering into, accompanying or
 containing such products.

 3. This endorsement provision J. does not apply when it is shown in the Schedule as not applicable.

K. BROAD FORM NAMED INSURED

 1. SECTION II - WHO IS AN INSURED is amended to include as an insured any legally incorporated
 entity of which you own more than 50 percent of the voting stock during the policy period.

 2. Under SECTION IV - COMMERCIAL GENERAL LIABILITY CONDITIONS, the following is added
 to Condition 4. Other Insurance, paragraph b. Excess Insurance:

 This insurance is excess over any of the other insurance, whether primary, excess, contingent
 or on any other basis, that is available to an insured solely by reason of ownership by you of
 more than 50 percent of the voting stock.

 3. Paragraph 2. of this endorsement provision K. does not apply to a policy written to apply
 specifically in excess of this policy.

 4. This endorsement provision K. does not apply when it is shown in the Schedule as not applicable.

L. FAILURE TO DISCLOSE HAZARDS AND PRIOR OCCURRENCES

 1. Under SECTION IV - COMMERCIAL GENERAL LIABILITY CONDITIONS, the following is added
 to Condition 6. Representations:

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 Your failure to disclose all hazards or prior “occurrences” existing as of the inception date of
 the policy shall not prejudice the coverage afforded by this policy provided such failure to
 disclose all hazards or prior “occurrences” is not intentional.

 2. This endorsement provision L. does not apply when it is shown in the Schedule as not applicable.

M. KNOWLEDGE OF OCCURRENCE, OFFENSE, CLAIM OR SUIT

 1. Under SECTION IV - COMMERCIAL GENERAL LIABILITY CONDITIONS, the following is added
 to Condition 2. Duties in the Event of Occurrence, Offense, Claim Or Suit:

 Knowledge of an “occurrence”, offense, claim or “suit” by an agent, servant or “employee” of
 any insured shall not in itself constitute knowledge of the insured unless an insured listed
 under paragraph 1. of SECTION II – WHO IS AN INSURED or a person who has been
 designated by them to receive reports of occurrences, offenses, claims and “suits” shall have
 received such notice from the agent, servant or “employee”.

 2. This endorsement provision M. does not apply when it is shown in the Schedule as not applicable.

N. LIBERALIZATION CLAUSE

 If we revise this Commercial General Liability Extension Endorsement to provide more coverage
 without additional premium charge, your policy will automatically provide the coverage as of the day
 the revision is effective in your state. This does not apply to provisions that are shown in the Schedule
 as not applicable.

O. BODILY INJURY REDEFINED

 Under SECTION V - DEFINITIONS, definition 3. is replaced by the following:

 3. “Bodily Injury” means physical injury, sickness or disease sustained by a person. This includes
 mental anguish, mental injury, shock, fright or death that results from such physical injury,
 sickness or disease.




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 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.

 BUSINESS AUTO EXTENSION ENDORSEMENT


COVERAGE INDEX

Description Page

TEMPORARY SUBSTITUTE AUTO PHYSICAL DAMAGE 1
BROAD FORM INSURED 2
EMPLOYEES AS INSUREDS 2
ADDITIONAL INSURED BY CONTRACT, AGREEMENT OR PERMIT 2
SUPPLEMENTARY PAYMENTS 2
AMENDED FELLOW EMPLOYEE EXCLUSION 3
HIRED AUTO PHYSICAL DAMAGE 3
TOWING AND LABOR 3
PHYSICAL DAMAGE- ADDITIONAL TRANSPORTATION EXPENSE COVERAGE 3
RENTAL REIMBURSEMENT 4
EXTRA EXPENSE - BROADENED COVERAGE 4
PERSONAL EFFECTS COVERAGE 4
AIRBAG COVERAGE 4
SOUND RECEIVING AND REPRODUCING EQUIPMENT - BROADENED COVERAGE 4
LEASE GAP 5
GLASS REPAIR - WAIVER OF DEDUCTIBLE 6
DRIVE OTHER CAR FOR EXECUTIVE OFFICERS 6
UNINTENTIONAL FAILURE TO DISCLOSE HAZARDS 7
AMENDED DUTIES IN THE EVENT OF ACCIDENT, CLAIM, SUIT, OR LOSS 7
BODILY INJURY REDEFINED 7
EXTENDED CANCELLATION CONDITION 7


 The following modifies insurance under the:
 BUSINESS AUTO COVERAGE FORM



1. TEMPORARY SUBSTITUTE AUTO PHYSICAL DAMAGE

 SECTION I - COVERED AUTOS, paragraph C. is changed by adding the following:

 If Physical Damage Coverage is provided under the Business Auto Coverage Form for an “auto” you
 own, the Physical Damage coverages provided for that owned “auto” are extended to any “auto” you
 do not own while used with the permission of its owner as a temporary substitute for the covered
 “auto” you own that is out of service because of its breakdown, repair, servicing, “loss”, or destruction.




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2. BROAD FORM INSURED

 SECTION II - LIABILITY COVERAGE - WHO IS AN INSURED is amended to include as an insured:

 1. Any legally incorporated entity of which you own more than 50 percent of the voting stock during
 the period for which this endorsement is effective, if there is no similar insurance available to that
 organization. However, the Named Insured does not include any organization:

 a. that is a partnership or joint venture, or
 b. that is an insured under any other policy, or has exhausted its Limit of Insurance under any
 other policy.

 2. Paragraph 1. b. above does not apply to a policy written to apply specifically in excess of this
 policy.

 3. Coverage for newly acquired or formed organizations is afforded only for 180 days from the date
 of acquisition or formation.

 4. Coverage does not apply to “bodily injury” or “property damage” that results from an “accident”
 that occurred before you formed or acquired that organization.

3. EMPLOYEES AS INSUREDS

 SECTION II - LIABILITY COVERAGE - WHO IS AN INSURED is amended to include as an insured:

 Any employee of yours while using a covered "auto" you do not own, hire or borrow in your business
 or your personal affairs.

4. ADDITIONAL INSURED BY CONTRACT, AGREEMENT OR PERMIT

 SECTION II - LIABILITY COVERAGE - WHO IS AN INSURED is amended to include as an insured
 any person or organization with whom you have agreed in writing in a contract, agreement or permit,
 to provide insurance such as is afforded under this policy.

 This provision 4. does not apply unless the written contract or agreement has been executed, or
 permit has been issued, prior to the “bodily injury” or “property damage.”

5. SUPPLEMENTARY PAYMENTS

 SECTION II - LIABILITY COVERAGE, 2.a. Supplementary Payments, items (2) and (4) are replaced
 by the following:

 (2) Up to $2500 for cost of bail bonds (including bonds for related traffic violations) required because
 of an “accident” we cover. We do not have to furnish these bonds.

 (4) All reasonable expenses incurred by the insured at our request, including actual loss of earnings
 up to $300 a day because of time off from work.

6. AMENDED FELLOW EMPLOYEE EXCLUSION

 SECTION II - LIABILITY, exclusion 5. FELLOW EMPLOYEE does not apply if the “bodily injury”
 results from the use of a covered “auto” you own or hire.


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 The insurance provided under this provision 6. is excess over any other collectible insurance.

7. HIRED AUTO PHYSICAL DAMAGE

 SECTION III - PHYSICAL DAMAGE COVERAGE, A. COVERAGE, is amended by adding the
 following:

 If hired “autos” are covered “autos” for Liability Coverage, and if Comprehensive, Specified Causes of
 Loss, or Collision coverage are provided under the Business Auto Coverage Form for any “auto” you
 own, then the Physical Damage coverages provided are extended to “autos” you hire, subject to the
 following limit and deductible:

 The most we will pay for “loss” to any hired “auto” is $50,000 or Actual Cash Value or Cost of
 Repair, whichever is smallest, minus a deductible.

 The deductible will be equal to the largest deductible applicable to any owned “auto” for that
 coverage. No deductible applies to “loss” caused by fire or lightning.

 Subject to the above limit, deductible and excess provisions, we will provide coverage equal to the
 broadest coverage applicable to any covered “auto” you own.

 Subject to a maximum of $500 per “accident”, we will also cover loss of use of the hired “auto” if it
 results from an “accident”, you are legally liable, and the lessor incurs an actual financial loss.

 The insurance provided under this provision 7. is excess over any other collectible insurance.

8. TOWING AND LABOR

 SECTION III - PHYSICAL DAMAGE COVERAGE, A.2.Towing, is replaced by the following:

 We will pay towing and labor costs incurred, up to the limits shown below, each time a covered “auto”
 classified and rated as a private passenger type, “light truck” or “medium truck” is disabled:

 a. For private passenger type vehicles or “light trucks” we will pay up to $50 per disablement. “Light
 trucks” are trucks that have a gross vehicle weight (GVW) of 10,000 pounds or less.

 b. For “medium trucks” we will pay up to $150 per disablement. “Medium trucks” are trucks that have
 a gross vehicle weight (GVW) of 10,001 - 20,000 pounds.

 However, the labor must be performed at the place of disablement.

9. PHYSICAL DAMAGE- ADDITIONAL TRANSPORTATION EXPENSE COVERAGE

 SECTION III - PHYSICAL DAMAGE COVERAGE, A.4. Coverage Extension, is amended to provide a
 limit of $50 per day and a maximum limit of $1000.

10. RENTAL REIMBURSEMENT

 SECTION III - PHYSICAL DAMAGE COVERAGE, A. COVERAGE, is amended by adding the
 following:

 We will pay for rental reimbursement expenses incurred by you for the rental of an “auto” because of


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 “accident“ or “loss”, other than theft, to a covered “auto”. We will pay only for those expenses incurred
 after the first 24 hours following the “accident” or “loss” to the covered “auto.”

 The most we will pay for any one “accident” or “loss” is $1000. No deductible applies to this coverage.

11. EXTRA EXPENSE - BROADENED COVERAGE

 Under SECTION III - PHYSICAL DAMAGE COVERAGE, A. COVERAGE, we will pay for the expense
 of returning a stolen covered “auto” to you.

12. PERSONAL EFFECTS COVERAGE

 A. SECTION III - PHYSICAL DAMAGE COVERAGE, A. COVERAGE, is amended by adding the
 following:

 If you have purchased Comprehensive Coverage on this policy for an “auto” you own and that
 “auto” is stolen, we will pay, without application of a deductible, up to $600 for “personal effects”
 stolen with the “auto.”

 The insurance provided under this provision 12. is excess over any other collectible insurance.

 B. SECTION V - DEFINITIONS is amended by adding the following:

 “Personal effects” means tangible property that is worn or carried by an “insured”. “Personal
 effects” does not include tools, jewelry, money or securities.

13. AIRBAG COVERAGE

 SECTION III - PHYSICAL DAMAGE COVERAGE, B. EXCLUSIONS is amended by adding the
 following:

 If you have purchased Comprehensive or Collision Coverage under this policy, the exclusion relating
 to mechanical breakdown does not apply to the accidental discharge of an air bag.

14. SOUND RECEIVING AND REPRODUCING EQUIPMENT - BROADENED COVERAGE

 SECTION III - PHYSICAL DAMAGE COVERAGE, B. EXCLUSIONS is amended by adding the
 following:

 The exclusion as it relates to sound receiving or reproducing equipment does not apply to sound
 receiving or reproducing equipment that is permanently installed in a covered “auto.”




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15. LEASE GAP

 A. SECTION III - PHYSICAL DAMAGE COVERAGE - LIMIT OF INSURANCE is amended by adding
 the following:

 The most we will pay for a “total loss” in any one “accident” is the greater of the:

 1. Balance due under the terms of the loan or lease to which the damaged covered “auto” is
 subject at the time of the “loss” less the amount of:

 a. Overdue payments and financial penalties associated with those payments as of the date
 of the “loss”,

 b. Financial penalties imposed under a lease due to high mileage, excessive use or
 abnormal wear and tear,

 c. Costs for extended warranties, Credit Life Insurance, Health, Accident or Disability
 Insurance purchased with the loan or lease,

 d. Transfer or rollover balances from previous loans or leases,

 e. Final payment due under a “Balloon Loan”,

 f. The dollar amount of any unrepaired damage which occurred prior to the “total loss” of a
 covered “auto”,

 g. Security deposits not refunded by a lessor,

 h. All refunds payable or paid to you as a result of the early termination of a lease agreement
 or as a result of the early termination of any warranty or extended service agreement on a
 covered “auto”,

 i. Any amount representing taxes,

 j. Loan or lease termination fees, or;

 2. The actual cash value of the damaged or stolen property as of the time of the ”loss”.

 An adjustment for depreciation and physical condition will be made in determining actual cash
 value at the time of the “loss”.

 B. ADDITIONAL CONDITIONS

 This coverage applies only to the original loan or lease written on a covered “auto”.

 C. SECTION V - DEFINITIONS is changed by adding the following:

 As used in this endorsement, “total loss” means a “loss” in which the cost of repairs plus the
 salvage value exceeds the actual cash value.

 A “balloon loan” is one with periodic payments that are insufficient to repay the balance over the
 term of the loan, thereby requiring a large final payment.


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16. GLASS REPAIR - WAIVER OF DEDUCTIBLE

 SECTION III - PHYSICAL DAMAGE COVERAGE is amended by adding the following to D.
 DEDUCTIBLE :

 No deductible applies to glass damage if the glass is repaired rather than replaced.

17. DRIVE OTHER CAR FOR EXECUTIVE OFFICERS

 A. This provision 17. changes only those coverages where a limit and premium is shown in the
 Declarations.

 B. CHANGES IN LIABILITY COVERAGE:

 Any “auto” you do not own, hire or borrow is a covered “auto” for Liability Coverage while being
 used by any of your “executive officers”, except:

 Any “auto” owned by that “executive officer” or a member of that person’s household, or

 Any “auto” used by that “executive officer” while working in a business of selling, servicing,
 repairing or parking “autos”.

 C. CHANGES IN AUTO MEDICAL PAYMENTS AND UNINSURED MOTORISTS AND
 UNDERINSURED MOTORISTS COVERAGE

 The following is added to WHO IS AN INSURED:

 Any individual “insured” and his or her “family members” are “insured” while “occupying” or while a
 pedestrian when being struck by any “auto” you do not own except:

 Any “auto” owned by that individual or by any “family member”.

 D. CHANGES IN PHYSICAL DAMAGE COVERAGE:

 Any private passenger type “auto” you do not own, hire or borrow is a covered “auto” while in the
 care, custody or control of any of your “executive officers” except:

 Any “auto” owned by that individual or by any member of his or her household.

 Any “auto” owned by that individual or his or her spouse while working in a business of selling,
 servicing, repairing or parking “autos”.

 E. ADDITIONAL DEFINITIONS:

 As used in this endorsement:

 “Executive officer” means a person holding any of the officer positions created by your charter,
 constitution, by-laws or any other similar governing document, and that person’s spouse, while a
 resident of the same household.

 “Family member” means a person related to an “executive officer” by blood, marriage or adoption
 who is a resident of the individual’s household, including a ward or foster child.


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 F. The insurance provided under this provision 17. will be:

 Equal to the broadest of those coverages afforded any covered “auto”, and

 Excess over any other collectible insurance.

18. UNINTENTIONAL FAILURE TO DISCLOSE HAZARDS

 SECTION IV - BUSINESS AUTO CONDITIONS is amended by adding the following:

 If you unintentionally fail to disclose any hazards or exposures existing as of the inception date of the
 Business Auto Coverage Part, the coverage afforded by this policy will not be prejudiced. However,
 you must report the undisclosed hazard or exposure as soon as practicable after its discovery, and we
 have the right to collect additional premium for same.

19. AMENDED DUTIES IN THE EVENT OF ACCIDENT, CLAIM, SUIT, OR “LOSS”

 SECTION IV - BUSINESS AUTO CONDITIONS, paragraph A.2.a. is amended by adding the
 following:

 You must give us notice of an “accident”, claim, “suit” or “loss” only when it is known to:

 1. You, if you are an individual,
 2. A partner, if you are a partnership,
 3. A member, if you are a limited liability company, or
 4. An executive officer or the “employee” designated by the Named Insured to give such notice, if
 you are a corporation.

20. BODILY INJURY REDEFINED

 Under SECTION V - DEFINITIONS, definition C. is replaced by the following:

 “Bodily Injury” means physical injury, sickness or disease sustained by a person including mental
 anguish, mental injury, shock, fright or death resulting from any of these at any time.

21. EXTENDED CANCELLATION CONDITION

 The COMMON POLICY CONDITIONS - CANCELLATION provision applies except as follows:

 If we cancel for any reason other than nonpayment of premium, we will mail or deliver to the first
 Named Insured written notice of cancellation at least 60 days before the effective date of cancellation.
 This provision 21. does not apply in those states which require more than 60 days prior notice of
 cancellation.




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 Economic Development Department
 Gregory A. Mitchell, Director




 MEMORANDUM


TO: Economic Development Committee

FROM: Greg Mitchell, Economic Development Director

DATE: March 14, 2018

SUBJECT: Lease Renewal for Bay Ferries Limited/
 Third Amendment to Amended and Restated Lease


 I. ONE SENTENCE SUMMARY

A one-year Lease renewal is being requested by Bay Ferries Limited for use of the Ocean Gateway
facility for the 2018 season to support ferry service between Portland, Maine and Yarmouth, Nova
Scotia.

 II. BACKGROUND

In 2016, Bay Ferries returned to the Port of Portland operating the CAT ferry service between
Yarmouth, Nova Scotia and Portland, Maine. At that time, the City Council approved a lease with
Bay Ferries Limited on May 2, 2016. The Lease was for a two-year term with a single one-year
renewal option, which is the subject of the current request.

Amendments to the approved Amended and Restated Lease for the 2018 season include:

 - Term;

 - Annual Rent and Fees;

 - Employee Parking;

 - Custom Border and Protection (CBP) required Federal security equipment; and

 - 2018 Season Schedule.




 CITY OF PORTLAND/ECONOMIC DEVELOPMENT DEPT./389 CONGRESS ST./PORTLAND, ME 04101/(207) 874-8683
Term

A one-year renewal through 2018 is requested, with one additional one year renewal through 2019
based upon mutually agreeable terms.

Rent/Fee Schedule

Staff is proposing no changes to the rent and fee schedule included in the Amended and Restated
Lease, with the exception of deleting parking fees.

Parking

No employee parking will be provided at the City owned Thames Street parking lot with the
proposed amendments.

Custom Border and Protection (CBP)

CBP is requiring upgrades to Federal security equipment to continue ferry service in 2018.

The City and Bay Ferries are working with CBP and their preferred contractors to upgrade security
equipment at Ocean Gateway. Bay Ferries will cover all costs associated with Federal security
equipment investments.

2018 Season Schedule

See new Exhibit D for the 2018 ferry season schedule.

 III. INTENDED RESULT AND OR COUNCIL GOAL ADDRESSED

City Council vote to approve the Third Amendment to the Amended and Restated Lease Agreement
between the City of Portland and Bay Ferries Limited.

 IV. FINANCIAL IMPACT

During the 2016 sailing season, the Lease with Bay Ferries generated $142,500 from space rent,
parking, passenger/vehicle fees, and berthing fees.

During the 2017 sailing season, the Lease with Bay Ferries generated over $200,000 from the same
space rent, parking, passenger/vehicle fees, and berthing fees.

 V. STAFF ANALYSIS

Staff has been working with Bay Ferries to prepare the attached proposed Third Amendment to the
Amended and Restated Lease Agreement to address 2018 season needs and requirements.




 CITY OF PORTLAND/ECONOMIC DEVELOPMENT DEPT./389 CONGRESS ST./PORTLAND, ME 04101/(207) 874-8683
 VI. STAFF RECOMMENDATION

To recommend approval, to the City Council, of the Proposed Third Amendment to the Amended and
Restated Lease.

 VII. LIST ATTACHMENTS
 - Map of Ocean Gateway
 - Proposed Third Amendment to Amended and Restated Lease Agreement
 - Amended and Restated Lease Agreement
 - First Amendment to Amended and Restated Lease Agreement
 - Second Amendment to Amended and Restated Lease Agreement




 CITY OF PORTLAND/ECONOMIC DEVELOPMENT DEPT./389 CONGRESS ST./PORTLAND, ME 04101/(207) 874-8683
3 of 40
 THIRD AMENDMENT TO

 AMENDED AND RESTATED LEASE AGREEMENT BETWEEN

 CITY OF PORTLAND AND BAY FERRIES LIMITED RE: OCEAN GATEWAY

 THIS THIRD AMENDMENT is made as of the ____ day of _______, 2018, by and
between the CITY OF PORTLAND, a Maine municipal corporation with a place of business in
Portland, Maine and mailing address of 389 Congress Street, Portland, Maine 04101 (“Landlord”)
and BAY FERRIES LIMITED, a Canadian registered corporation with a principal office at 94
Water Street, Charlottetown, Prince Edward Island, Canada C1A 7L3 (the “Tenant”).

 WITNESSETH:

 WHEREAS, Landlord and Tenant entered into an Amended and Restated Lease
Agreement dated May 26, 2017, as amended by a First Amendment dated August 28, 2017, and a
Second Amendment dated October 13, 2017 (collectively, the “Lease”) with respect to certain
space at Landlord’s property known as Ocean Gateway, where Tenant operates an international
ferry service between Portland, Maine and Yarmouth, Nova Scotia; and

 WHEREAS, Landlord and Tenant wish to renew the Lease for the 2018 Operating Season
subject to the terms and conditions set forth herein.

 NOW, THEREFORE, in consideration of the foregoing and other good and valuable
consideration, the receipt and sufficiency of which is hereby acknowledged, Landlord and Tenant
hereby agree as follows:

1. Section 1(c) of the Lease, Parking, is hereby deleted in its entirety and replaced with the
 following: “There shall be no parking included in this Lease.”

2. Section 2(a) of the Lease is hereby deleted and replaced with the following:

 “Term. The Term of this Lease shall be from the date set forth above to November 15, 2018.
 Provided that Landlord, in its sole discretion, determines that Tenant is not in default of any
 term or condition of this Lease, Landlord may agree to renew this Lease for up to one additional
 year upon terms mutually agreeable to the parties. If Tenant desires to so renew this Lease,
 Tenant shall notify Landlord on or before October 15, 2018.

3. Section 2(b) of the Lease is hereby deleted and replaced with the following:

 “Operating Season; Wind Up and Wind Down Seasons; Off Season. Tenant’s Operating
 Season shall be June 8, 2018 to October 8, 2018 (the “Operating Season”). The term “Wind
 Up Season” shall mean June 5-7, 2018. The term “Wind Down Season” shall be October 9-12,
 2018, or the three (3) day period following the Operating Season if the Operating Season
 terminates before October 8, 2018. Tenant shall have no right to occupy, and shall vacate, the
 Queuing Area, the Berthing Area, the Ramp, the Exterior Common Areas, the Terminal
 Building, and any other City-owned property, other than the Departure Building, after October
 21, 2018. Tenant shall vacate the Departure Building and surrender possession of it to the
 Landlord in accordance with the terms of the Lease on or before November 15, 2018. The
 term “Off Season” shall mean from the date first set forth above until June 4, 2108. In the
 event that Landlord agrees to renew this Lease as set forth above, the term “Off Season” shall
 also mean the period between the end of the 2018 Wind Down Season and commencement of
 the 2019 Wind Up Season”

4. Section 5(b) is hereby deleted in its entirety and replaced with the following:

 “In the event Tenant wishes to make any improvements to any portion of the Premises,
 including any improvements required by CBP, it shall obtain the written approval of Landlord
 prior to undertaking any such improvements, which approval shall not be unreasonably
 withheld. All such improvements shall be at Tenant’s sole cost and expense.”

5. The following language is added to the Lease as section 7(t):

 “On or before May 1, 2018, Tenant shall present Landlord with a licensed engineer’s plan
 (“Plan”) satisfactory to the City’s Waterfront Manager, to mitigate future damage to the
 Seawall or any other part of the City’s property which shall include installation of riprap by
 Cross Excavation at the quoted cost of $15,698. Prior to the commencement of the 2018
 Operating Season, Tenant shall complete construction of any required facilities described in
 said Plan, up to a maximum expenditure cap of $20,000 (inclusive of the $15,698 referred to
 above), to the Waterfront Manager’s satisfaction. Compliance with this paragraph shall not
 relieve Tenant of any responsibility otherwise existing for any damage to, or its obligation to
 maintain or repair, the Premises or other City property.”

6. The following is added to the Lease as section 28:

 “28. USCBP 2018 Security Equipment Requirements: U.S. Customs and Border Protection
 (“CBP“) requires that a series of equipment and operational changes (the “CBP
 Requirements") be made to the Premises as a prerequisite to CBP providing inspection services
 for the 2018 Operating Season. The details and exact terms of the CBP Requirements are being
 discussed on an ongoing basis between CBP, the Tenant, and the Landlord. The parties
 acknowledge and agree that without such inspection services, Tenant cannot operate its ferry
 service. Accordingly, notwithstanding anything to the contrary in the Lease, in the event that
 CBP, at any time, decides to terminate its international inspection services for Tenant’s ferry
 service, the Lease shall automatically terminate. Within 5 days after the date of CBP’s decision
 to terminate such inspection services, Tenant shall vacate the Queuing Area, the Berthing Area,
 the Ramp, the Exterior Common Areas, the Terminal Building, and any other City-owned
 property, other than the Departure Building; and within 30 days after CBP’s decision to
 terminate the inspection services, Tenant shall vacate the Departure Building and all other
 portions of the Premises not previously vacated.



 Tenant acknowledges and agrees that it shall be solely responsible for all of the costs associated
 with the CBP Requirements, including, without limitation, all costs associated with the initial


 2
assessments undertaken by third party contractors, all costs associated with the purchase and
installation of equipment required by CBP, and all other costs associated with complying with,
and maintaining, any CBP Requirements for approval of the Premises for Tenant’s operation
of its international ferry service (the “CBP Improvements Costs”). It is the intent of the parties
that the Landlord shall incur no expense in connection with obtaining CBP’s approval of the
Premises for Tenant’s operation of its international ferry service and maintaining that approval
during the term of the Lease, and the Landlord shall not be responsible for any portion of the
CBP Improvements Costs.

It is understood that the contracts for the most significant elements of the CBP Improvements
(the "CBP Improvement Contracts") may be entered into with Battelle Memorial Institute,
Pacific Northwest Division, UNISYS, or other contractors (collectively the "CBP
Contractors"). If permitted by the CBP Contractors, Tenant will enter into any CBP
Improvement Contracts with the CBP Contractors. The CBP Improvement Contracts shall be
subject to the Landlord’s approval, but Landlord shall not be liable for any expenses, costs,
losses, damages, or claims incurred under such contracts. Should it become necessary that
Landlord, as owner of the Premises, be a party to any CBP Improvement Contracts, the
Landlord’s execution of such contracts shall be conditioned upon Tenant first paying to
Landlord all amounts due to the contractors under such contracts, or, at Landlord’s option,
providing some other financial security in form and amount satisfactory to Landlord, acting
reasonably, which is reflective of Landlord's financial exposure pursuant to the terms of the
CBP Improvement Contract(s). Notwithstanding the foregoing, in the event that Landlord
incurs any costs related to the CPB Requirements, Tenant shall pay Landlord for such costs
within five days of Landlord's demand for same, failing which the Lease shall automatically
terminate.

Provided that Tenant has paid for all costs associated with the CBP Requirements as set forth
herein, Landlord will not assert any ownership or other interest in any goods or equipment
installed pursuant to or as a result of the CBP Requirements. Landlord will not object to any
subsequent removal of any such goods or equipment to another location upon termination of
this Lease.

Tenant further agrees that to the fullest extent permitted by law, it shall defend, indemnify, and
hold harmless Landlord, its officers and employees, from and against all claims, damages,
losses, and expenses, just or unjust, including, but not limited to, the costs of defense and
attorney's fees arising out of or resulting from the performance of any and all CBP
Improvement Contracts, provided that any such claims, damage, loss damage, loss or expense
is attributable to bodily injury, sickness, disease or death, or to injury to or destruction of
tangible property, including the loss of use therefrom. Such obligation of indemnification shall
not be construed to negate or abridge any other obligation of indemnification running to the
Landlord that otherwise exists. The extent of the indemnification provision shall not be limited
by the provision for insurance in Lease. Tenant’s obligations under this paragraph shall survive
termination of the Lease.




 3
7. The following language in Exhibit B attached to the Lease is hereby deleted: “Daily Parking
 per space, per month $75.00.”

8. Exhibit D (2017 CAT Schedule) attached to the Lease is hereby deleted in its entirety and
 replaced with Amended Exhibit D (2018 CAT Schedule), which is attached hereto and made
 a part hereof.

9. Any and all terms of the Lease not herein amended shall remain in full force and effect for the
 duration of the Lease as amended hereby and are hereby ratified. In the event of any conflict
 between the terms of this Amendment and the terms of the Lease and any exhibits thereto, the
 terms of this Amendment shall govern and control so long as this Amendment is in effect.
 Except as amended hereby, any capitalized terms herein shall have the meanings set forth in
 the Lease.

IN WITNESS WHEREOF, Landlord and Tenant have caused this Agreement to be executed by
their duly authorized representatives or officers, as of the date first written above.



WITNESS: CITY OF PORTLAND


_________________________________ By: ________________________________
 Jon P. Jennings
 Its City Manager


WITNESS: BAY FERRIES LIMITED


_________________________________ By: ________________________________
 Mark MacDonald
 Its: Chairman and CEO



________________________________ ___________________________________
Approved as to Form: Approved as to Funds:
City Corporation Counsel’s Office City Finance Director




 4
 AMENDED EXHIBIT D




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 Executive Department
 Julie Sullivan
 Senior Advisor to the City Manager


 MEMORANDUM

TO: Economic Development Committee
FROM: Julie Sullivan
DATE: March 15, 2018
RE: Cost and Scope of Disparity Studies


Before implementing focused policies granting contracting preference to a certain group or groups,
the law requires that a disparity study be conducted. I have looked into the cost and scope of such
studies nationally and present the following findings as you deliberate your course of action. I was
unable to find smaller, perhaps more comparable cities who had conducted such studies.

  A disparity study examines whether there are differences between:
 o The percentage of dollars that minority-, woman- and veteran-owned businesses
 received on an agency’s prime contracts and subcontracts during a particular time
 period (utilization); and
 o The percentage of dollars that those businesses would be expected to receive based
 on their availability to perform on the agency’s prime contracts and subcontracts
 (availability).
  Typically, disparity studies also analyze other quantitative and qualitative information about:
 o Legal considerations surrounding implementation of M/W/VBEs
 o Contracting practices and business assistance programs that the agency currently
 has in place; and
 o Potential program measures for consideration as part of the agency’s implementation
 of M/W/VBEs.
  Disparity studies conducted by cities most often focus on their own contracting practices, not
 of an entire marketplace.
  Studies can examine disparities across all agency contracting or in specific areas, like
 construction, professional services, and goods and support services.
  Most studies take about two years to complete.
  Scope is fairly standardized.
  Costs range from $100,000 to over $1,000,000.


  Palm Beach County Solid Waste Authority
 o Study objectives: Identify best practices that will help the SWA build business
 programs to stimulate the economic growth of local businesses
 o Study components: Collect prime and sub-contracts, analyze prime and sub-
 contractor use, identify willing and able market area businesses to participate, collect
 anecdotal accounts, make recommendations to eliminate barriers to contracting
 o Consultant: Mason Tillman Associates Ltd
 Page 1 of 6
 o Study completed 2016
 o Cost: $377,325
 o https://swa.org/481/FY-2016-Disparity-Study


 City of Charlotte, NC
 o Scope:
  Examine what, if any, barriers may be adversely affecting the participation of
 MWBEs in contracts issued by the City;
  Identify the availability of MWBEs that are ready, willing, and able to do
 business with the City in the relevant market area(s);
  Analyze the contracting and procurement data of the City to determine its
 respective utilization of MWBEs;
  Determine the extent to which any identified disparities in the utilization of
 available MWBEs by the City are attributable to discrimination;
  Recommend programs to remedy the effects of any discrimination identified,
 and to reduce or eliminate any other marketplace barriers that adversely affect
 the contract participation of such MWBEs; and
  Identify best practices for the policy recommendations on remediating any
 identified disparities, as well as effective tools for developing MWBE capacity.
 o Consultant: BBC Research and Consulting
 o Study completed 2017
 o Cost: $345,750
 o http://charlottenc.gov/mfs/cbi/Pages/Disparity-Study.aspx


 City of Denver
 o Scope: To examine the city’s procurement of services and products, the
 subcontracting participation of contractors/service providers who do business with the
 city, and anecdotal evidence collected from a cross-section of the local business
 community.
  Assess disparities between the participation and availability of minority- and
 women-owned businesses for city contracts.
  The study will focus on construction, design services, professional services,
 goods, general services, and airport concessions contracts awarded from
 2012-2016.
  Contracts and procurements from the city’s Departments of Aviation, General
 Services, Public Works, and others will be examined.
 o Consultant: BBC Research and Consulting
 o Study in progress
 o Cost: $797,653
 o https://www.denvergov.org/content/denvergov/en/denver-office-of-economic-
 development/do-business-with-denver/DISPARITY_STUDY.html




 Page 2 of 6
 City of Cleveland
 o Scope:
  Ensure compliance with constitutional mandates and M/WBE best practices;
  Examine the past and current status of minority-owned and women-owned
 business enterprises in the geographic and product markets for City of
 Cleveland contracting and procurement;
  Recommend whether to implement renewed M/WBE and Cleveland Area
 Small Business policies that comply with the requirements of the courts;
  Assess the extent to which previous efforts have assisted M/WBEs and CSBs
 to participate on a fair basis in the City’s contracting and procurement
 activities; and
  Assist the City to narrowly tailor existing race- and gender-based measures
 and any new measures that may be considered.
 o Consultant: NERA Economic Consultants
 o Study ended 2012
 o Cost: $873,254
 o http://www.city.cleveland.oh.us/sites/default/files/forms_publications/Final_Disparity_
 Study_2-14-13.pdf?id=3314


 City of Houston
 o Scope:
  The City’s contracting activity during the five-year period FY 2012-16
  Anecdotal data from focus groups, public hearings, surveys, and interviews
  Current or past City policies, procedures, and programs that govern contract
 procurement.
  Analysis of M/WBE availability and utilization; veteran, DBE (disadvantaged)
 and ACDBE (airport concessions DBE) availability and utilization
 o Consultant: Colette Holt & Associates
 o Study in progress, RFP online at:
 http://purchasing.houstontx.gov/Bid_Display.aspx?id=T25658
 o Cost: $942,608
 o http://www.houstontx.gov/obo/disparity_study.html


 City of Oakland, CA
 o Scope: Determine how successful the City has been in achieving its goals of equity
 and inclusion in awarding contracts to local businesses owned by people of color and
 women.
  Identify and provide an analysis of the number and percentage of M/WBEs
 and other businesses, whether for-profit or not-for-profit, in the geographic
 area
  Develop an inventory of non-profit entities who are party to third-party
 agreements with developers


 Page 3 of 6
   Assess the capacity and qualifications of all deemed as ready, willing and
 able.
 o Consultant: Mason Tillmann Associates Ltd
 o Study in progress, RFP available hard copy
 o Cost: $500,000


 City of New Orleans
 o Scope:
  Analyze whether there is a level playing field for minority- and women-owned
 firms when competing for City contracts.
  Assess what the City might do to increase opportunities for M/WBEs and other
 small businesses.
 o Consultant: Keen Independent Research LLC
 o Study in progress, draft report available: http://www.noladisparitystudy.com/get-
 involved#postings
 o Cost: $480,000


 City of Madison, WI
 o Scope: City Public Works department contracting
  Assist in determining if there is a level playing field for M/WBEs when
 competing for City public works contracts and subcontracts.
  Evaluate current SBE program’s efficacy in encouraging utilization of M/WBEs
 in City public works contracts.
  Review other potential City actions, recognizing the legal case law, restrictions
 and issues that limit the ability of cities to implement M/WBE programs.
 o Consultant: Keen Independent Research LLC
 o Study completed 2015, final report available:
 https://www.cityofmadison.com/madisoncontractingstudy/documents.cfm
 o Cost: $321,350


 City of Philadelphia
 o Scope: The City of Philadelphia conducts a legislatively-mandated disparity study on
 an annual basis. Unlike some larger studies, this study measures the City’s utilization
 of diverse firms and workforce against secondary sources for market availability such
 as the census. Larger and more comprehensive studies conduct both primary and
 secondary research to arrive at true market availability.
 o Consultant: Econsult Solutions and Milligan & Company
 o Study completed annually, available at:
 https://drive.google.com/file/d/0B5br7yYwedGsVDhaNEhYaTJpUGM/view?ts=592ecc
 6d
 o Cost: $100,000 annually



 Page 4 of 6
  City of Cincinnati
 o Scope: City contracting for construction, professional services and supplies during
 the January 1, 2009 through December 31, 2013 study period.
 o Consultant: Mason Tillman Associates Ltd
 o Study completed 2015, final report in hard copy
 o Cost: $946,589


Additional cities and studies:
 Project Project
 Jurisdiction - City / State Total Cost Vendor
 Commenced Completed
 NERA Economic
 City of Augusta, GA April 2007 September 2009 $586,265.00
 Consulting
 NERA Economic
 City of Austin, TX January 2014 December 2015 $1,000,000.00
 Consulting
 NERA Economic
 City of Cleveland, OH April 2011 December 2012 $758,000.00
 Consulting
 Griffin & Strong,
 City of Durham, NC August 2013 October 2014 $300,000.00
 P.C.
 Griffin & Strong,
 City of Memphis, TN June 2015 August 2016 $394,620.00
 P.C.
 Griffin & Strong,
 City of Nashville, TN October 2003 December 2004 $290,200.00
 P.C.
 MGT of America,
 City of Pensacola, FL July 2011 May 2012 $300,000.00
 Inc.
 January 2011 BBC Research &
 City of Portland, OR September 2009 $906,000.00
 (draft report issued) Consulting
 Mason Tillman
 City of Tampa, FL December 2004 April 2006 $221,000.00
 Associates, Ltd.
 Griffin & Strong,
 Georgia Dept. of Transportation March 2015 December 2016 $674,180.00
 P.C.
 Mason Tillman
 New York State / Empire State Development October 2015 June 2017 $1,732,352.00
 Associates, Ltd.
 NERA Economic
 New York State / Empire State Development May 2008 April 2010 $1,328,690.00
 Consulting
 Mason Tillman
 North Central Texas Council of Government July 2008 June 2010 $933,000.00
 Associates, Ltd.
 NERA Economic
 Northeast Ohio Regional Sewer District August 2009 August 2010 $672,660.00
 Consulting
 Mason Tillman
 Port Authority of NY & NJ March 2016 on-going $778,631.00
 Associates, Ltd.
 MGT of America,
 San Antonio Water System, TX November 2006 March 2009 $554,781.00
 Inc.
 September 2012 August 2013
 $500,000
 (Phase 1) (Phase 1)
 (Phases 1 &2) Connecticut
 August 2013 (Phase May 2014 (Phase
 $255,000 Academy of
 State of Connecticut 2) 2)
 (Phase 3) Science
 August 2015 (Phase May 2016 (Phase
 $590,000 & Engineering
 3) 3)
 (Phase 4)
 TBD (Phase 4) TBD (Phase 4)
 Griffin & Strong,
 State of Tennessee September 2007 September 2009 $928,000.00
 P.C.
 BBC Research &
 Washington State Dept. of Transportation February 2012 May 2013 $644,000.00
 Consulting
 Colette Holt &
 Washington State Dept. of Transportation June 2016 September 2017 $950,000.00
 Associates


 Page 5 of 6
¹ The disparity study conducted for the State of Connecticut was divided into four phases, as follows:
Phase 1 - Connecticut's Small Business Set-Aside program review and analysis; legal issues; and stakeholder anecdotal
information/analysis
Phase 2 - Legislative and administrative initiatives; diversity data management system review; review of issue areas; and data and
methodology for statistical analysis
Phase 3 - Analysis and testing of disparities in Connecticut's geographic marketplace
Phase 4 - Analysis of availability and utilization of minority and women owned businesses in state procurements




 Page 6 of 6
 Economic Development Department
 Gregory A. Mitchell, Director




TO: Chair Costa and Members of the Economic Development Committee

FROM: Bill Needelman, Waterfront Coordinator

DATE: March 16, 2018

SUBJECT: March 20, 2018 Public Hearing: Portland Ocean Terminal at the Maine State
 Pier – Concept for increased utilization

CC: Jon Jennings, City Manager
 Greg Mitchell, Economic Development Director
 Sally Deluca, Parks, Recreation and Facilities Director
 Kathy Alves, Facilities and Port Director


Introduction:
The Economic Development Department requests a public hearing with the Economic
Development Committee (EDC) to report on the results of stakeholder and public outreach on
redevelopment concepts for portions of the Portland Ocean Terminal (POT) on the Maine State
Pier. Staff additionally seeks guidance on next steps from Committee members.


Background:
Following briefings to the EDC and a workshop with the full City Council during the fall of 2017,
City staff from Economic Development, Facilities, and Planning conducted a series of
stakeholder and public meetings to solicit feedback and generate awareness of development
concepts for the POT. These meetings included a presentation of the background informing
redevelopment and concept graphics showing potential uses, circulation, and architectural
improvements. Central to the meetings, City staff presented and circulated questions for
consideration by the participants.


Development Program:
While looking to preserve +/-80% of the first floor of the POT for current marine operations, the
current process is exploring introduction of a specific and limited set of potential new uses in
the POT building and site improvements, including:



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 1. A first floor pedestrian open walkway;
 2. A roundabout pick up and drop off circulation yard located at the northerly end of the
 POT;
 3. 6000-8000 sq ft of first floor stall style market retail; and,
 4. 28,000 sq ft of second floor incubator office and event space.


The above improvements and uses were specifically and carefully selected by staff as:
 1. Functionally compatible and/or complementary to other pier uses;
 2. Physically compatible with the pier circulation and existing POT building structure;
 3. Reasonably achievable in scope;,
 4. Generating limited external impacts – specifically in terms of parking and transportation
 demand; and,
 5. Consistent with existing EWPZ zoning.


Staff Work Group, Design Team, and Graphics Development:
The current process has been conducted by an interdepartmental team consisting of:
 Bill Needelman, Waterfront Coordinator
 Kathy Alves, Facilities and Port Director
 Diane Gagnon, Facilities Project Manager
 Christian Roadman, Planner
 Bruce Hyman, Transportation Program Manager
 Nell Hanig, Business Programs Manager


John Peverada, Parking Manager has also contributed significantly. The process also benefitted
from the active participation by staff from Casco Bay Lines, specifically Paul Pottle, Director of
Projects.


Prior to meeting with the EDC in November 2017, City staff worked with Dick Reed Architecture
and C. Michael Lewis, Illustrator, to translate the suggested program into visualization graphics.
These graphics are intended to show how a reimagined POT building could look and to
demonstrate that the suggested program physically fits within the anticipated footprint.


Process and Outreach Schedule to Date:
Under the leadership of former Councilor David Brennerman and the EDC during the Fall of
2017, establishing direction for the future of the Portland Ocean Terminal has been on the City
Council priority list for several years. Consistent with this goal, the City Manager directed staff to
generate concepts for discussion and to establish a process for public input and Council review.




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This current process evaluating the POT began in September of 2017 at a workshop of the
Economic Development Committee. City staff presented a general concept of limited market
uses on portions of the first floor with event space and incubator office on the second floor.
The EDC recommended a full City Council Workshop to gauge support for the concepts prior to
further development. The Council conducted their workshop in October 2017, where staff was
directed to conduct a rigorous stakeholder and public outreach process to inform the concepts
and future process steps. Following this direction, Staff conducted the process outlined below.


 City Council Process
 • September 5, 2017 Economic Development Committee
 • October 2, 2017 City Council Workshop
 • November 28, 2017 Economic Development Committee
 Stakeholder and Public Outreach
 • February 13, 2018 Waterfront Alliance
 • February 15, 2018 CBITD Operations Committee
 • February 27, 2018 Seafood Industry
 • February 28, 2018 Food and Beverage Industry
 • March 1, 2018 Maine State Pier Tenant Meeting
 • March 12, 2018 Open House with the public and islander stakeholders
 • March 12, 2018 Peaks Island Public Meeting
 hosted by the Peaks Island Council

There have been four primary goals for the above process:
 1. To inform stakeholders and the public on the potential new uses and improvements;
 2. To gather input informing refinement of the concepts;
 3. To generate interest among the development community and potential tenants; and,
 4. To inform staff drafting and development of “Request for Proposal” documents, if so
 directed.


Staff specifically looked for feedback on uses and tenant types to encourage, uses to avoid, and
potential for undue competition with private real estate and business enterprises.
Understanding the standing concerns of island residents, pier tenants, and Casco Bay Lines, staff
also looked for feedback on pier circulation, congestion, and parking.


Public and Stakeholder Participation:


With the notable exception of the February 28 Food and Beverage Industry meeting, all of the
above meetings were well attended. Universally, all of the meetings generated thoughtful and
meaningful dialogue and exchange. City staff is extremely grateful for the time, energy, and
information provided by all stakeholders and participating members of the public.




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The typical format for each meeting included a summary of background, policies, and recent
development interest relevant to the POT building followed by a presentation of the suggested
program and illustrations showing current thinking. The presentations concluded with
questions to the participants as described above. The questionnaires used at each meeting are
provided in the attachments along with the compiled answers.


Meeting Summaries
 February 13, 2018 Waterfront Alliance
 Approximately 20 members of the Waterfront Alliance heard the summary presentation
 which was followed by questions and comments. Minutes from the Waterfront Alliance
 meeting are attached to this memo.

 February 15, 2018 CBITD Operations Committee
 Representatives from multiple Island Communities and Casco Bay Lines staff provided
 feedback on the suggested program. Parking and congestion were areas of primary
 concern.

 February 27, 2018 Seafood Industry
 Approximately 19 participants in the seafood and development industries provided
 detailed feedback on the suggested development program. The balance between
 private competition and increased opportunity was discussed. The greatest enthusiasm
 expressed came from aquaculture start-ups and food cart vendors looking to settle into
 a fixed establishment.

 February 28, 2018 Food and Beverage Industry
 Only three attendees participated in the Food and Beverage meeting, with one of them
 representing development interests. However, the two food representatives provided
 detailed and informative insights into the potential and limitations of the proposal. One
 participant was particularly interested in the education potential of the space.

 March 1, 2018 Maine State Pier Tenant Meeting
 With the exception of the Portland Tug Boat, all current on-pier tenants participated in a
 presentation and discussion on the suggested program. There was a general consensus
 that the program could work, but tenants expressed concerns over pier congestion and
 truck access. A participant in the cruise ship industry cautioned against limiting future
 opportunities to further expand cruise ship operational capacity.

 March 12, 2018 Open House with the Public and Islander Stakeholders
 A mixed group of about 15 islanders, interested parties, and food industry reps met at
 the Casco Bay Lines terminal. Islander concerns were largely consistent with the CBITD
 Operations Committee meeting and with the Peaks Island meeting described below.
 Other comments and questions were largely general interest and broadly supportive.




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 March 12, 2018 Peaks Island Public Meeting
 hosted by the Peaks Island Council
 See details below:

Outreach Outcomes:
Based on feedback generated to date, interest in the potential redevelopment of the northerly
end of the POT remains strong. Opinions and feedback generated in the above process are
varied, both between stakeholder groups, and related to specific program elements. The bullets
below capture some, but not all of the agreements and dichotomies expressed.

Areas of Consensus:
 • The POT building and Pier circulation need improvement. Few, if any, participants
 expressed desires to preserve the existing conditions. There was general acceptance of
 the presumption that physical change and increased occupancy were reasonable,
 inevitable outcomes worthy of effort.
 • The suggested redevelopment program is well considered and attractive. While there is
 a wide range of opinion regarding the prudence of specific program elements or
 whether the City should move forward with this or any redevelopment effort, the design
 approach was very well received. The exception being Peaks Island, where the
 overwhelming opinion expressed was that the City should do nothing on the pier prior to
 addressing parking concerns.
 • Loading and servicing of any new uses needs to be timed and/or located to avoid
 causing congestion or interference with existing pier uses.
 • Whatever new uses are considered, the direct and indirect parking impacts should be
 considered.
 • Compatibility and collaboration with existing Pier uses, including Casco Bay Lines, will be
 critical.
 • Generally, marine uses received greater support and more positive feedback than non-
 marine uses.
 • Retail entities, whether seafood or non-seafood, should look to avoid competition with
 existing restaurants, raw seafood retailers, and on-island grocery.
 • Smaller scale retail, with emphasis on prepared food and limited seating, generated the
 most positive feedback, when a positive opinion was expressed.

Differences of Opinion:
 • Some participants believed that the circulation improvements (northerly roundabout and
 internal walkway) would greatly improve circulation on the pier, while other believed that
 the increased activity would exacerbate existing congestion issues.
 • Many participants expressed support for small scale retail as an expansion of
 opportunity, while others expressed concerns over undue competition by a public entity
 over private enterprise. Concerns over competition were most strongly articulated by
 the Peaks Island participants.




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Peaks Island:
The Peaks Island meeting on March 12 generated an unambiguous and unvarnished negative
response from the +/-36 attendees. Moreover, City staff was unsuccessful in getting
participants to provide feedback on particular aspects of the suggested uses. While respectful,
polite, and articulate, the participants were adamant and unified: the City should not consider
more uses on Maine State Pier until longstanding parking issues are addressed.

Similar opinions were expressed by island residents from Peaks, the Diamonds, and Long Island
at the CBITD Operations Committee meeting and at the March 12 Open House.

Concluding Thoughts and Next Steps:
The recent outreach process provided substantial input informing future use and development
of the Portland Ocean Terminal. Staff has received enough feedback to assist in the drafting
and issuance of a Request for Proposals (RFP) reflecting the suggested development program.

However, the significant concerns raised by Islanders (parking and pier congestion) and by
members of the retail and development community (competition with private enterprise)
warrant consideration both within and apart from any pending procurement process.

Competition:
If the City leadership directs staff to proceed with a RFP, the potential for undue competition
needs to be addressed. The City should undertake sufficient market analysis to confirm healthy
market conditions post development and avoid unfair competition with the private sector.

Islander Parking:
Islanders have essentially demanded a halt to any redevelopment of the POT until longstanding
grievances over expensive and constrained parking are addressed. The recent Fort Hill
Infrastructure report, City of Portland Parking Study for Downtown, the Old Port, and the Eastern
Waterfront, Sept 2017 contains a number of recommendations targeted at relevant to Islander
parking concerns. Recommendations include:


 • Explore the Formation of a Non-Profit Transportation Association
 • Explore expanding Specific Island Resident Parking Programs
 • Improve Parking Management and Technology
 • Explore shuttled parking
 • Expand use of TNC (Lyft and Uber…)


If the City is to move forward with redevelopment efforts on the Maine State Pier, Council
should consider a simultaneous and robust effort to implement relevant recommendations from
the Fort Hill Report. Engagement with Island communities on parking and traffic issues should
continue under any outcome.




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Next Steps:
Staff recommends the EDC hold a public hearing on March 20, 2018 to present to the results of
the public stakeholder meetings, receive additional public input and receive EDC direction on
next steps.


Staff’s position is that the Proposed Maine State Pier POT redevelopment can be accomplished
only through a public-private partnership in order to maximize leveraging private funds and
non-municipal public funds. Staff recommends the EDC direct staff to propose an RFP process
to attract public-private interest to support the Proposed POT Redevelopment Plan.


Attachments


1. Waterfront Alliance Minutes, 2-13-18
2. Maine State Pier Questionnaire Forms – Blank
3. Maine State Pier Questionnaire – Compiled Responses
4. Meeting Notes
5. Casco Bay Lines Comments, Paul Pottle, Director of Projects

Also attached is PowerPoint Presentation presented at the
3/20/2018 EDC Meeting.




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Waterfront Alliance Notes from 2-13-18
Redevelopment Concepts for Maine State Pier – slide presentation and discussion led by Bill
Needelman,
Waterfront Coordinator, Department of Economic Development, City
of Portland: (Please review attached slide presentation)
  Purpose of the redevelopment concept is to integrate use and revitalize “big blue
 building” on Maine State Pier. This is the launch of the public process and stakeholder
 meetings to ask what is needed; what are the opportunities for municipal sponsored
 facility versus competition with private sector development.
  Building on lessons learned from 2007-2008 effort and using the 2006 Policy
 Statement as a framework for direction with updates based on new market realities and
 changes. Several proposals did not come to fruition. Not looking for something grandiose,
 but rather based on range of possibilities coming from seafood, marine passenger
 transportation, and hotel/tourism industries.
  Concentrating efforts on north end of pier (Commercial Street end) with Casco Bay
 Island Transit District as critical design partner. Basic intent is to safely separate pedestrians
 and vehicle traffic. Idea to put a roundabout for car, bus, taxi drop off closer to Commercial
 Street, and let only necessary vehicles proceed further.
 Currently the whole building is a 105 Security Zone – need to change this for flexibility.
  No zoning changes will be required. Concept includes higher utilization of upper
 floors of the building, consolidating and organizing operations, retaining existing marine
 tenants, and other operating parameters such that 80% of the first floor will be marine-
 related uses. All current uses will be accommodated. Not intended to be t-shirt shops nor
 all groceries nor all seafood. Conceptually urban- style walking with stall-style retail, open
 to outside, separated by wall from car traffic, attractive, mezzanine seating level above,
 return upper floor windows to building as was designed in 1922.
  Kathy Alves responded to a question concerning the condition of the pilings and
 reported she and an engineering consultant spent 30 days under the pier in fall 2017. The
 deck itself and pile caps are in pretty good shape; maybe 15% need attention. There is a
 combination of wood and steel pilings. Discrepancy from previous evaluation (2006-ish)
 concerning condition of the pier was based on the intended new use of the pier (then) and
 what is contemplated now. Most of the new work with impact on pier structure will be
 needed to relocate mechanicals.
 Comments and discussion that followed included:
 o Observation by John Spritz that the “bones” look real good. Idea to match notion
 from Pierce
 Atwood vis-à-vis repurposing a waterfront building. Old photo was compelling.
 o Bill N. responded to question about “timeline” noting they are currently focusing on
 public outreach and next step after that is the need to find an appropriate development
 partner. City leadership is behind the effort. 2020 is an aggressive build date. Kathy A.
 noted that the outcome of stakeholder meetings may drive this project in a different
 direction.
 o John Spritz wondered if this is an extension of the Commercial Street corridor
 congestion. Bill N. reported that Peaks Islander opinion about the needs of the facility



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 are critical. Will want a “seafood face” of processing, retail, and consumption. A
 modest 6 – 8,000 sq. ft. available for several small stalls. (Seafood? Coffee? Local beer?
 Bakery?). Idea is small vendors / pushcarts and
 not street vendors. Must be a tenant of building to sell. Avoiding crush of typical cruise
 ship events.
 o Hank Berg from Casco Bay Lines reported they are investing in several site upgrades
 and opined this project will be a transformational change and they are working closely
 with the city. Again, this is intended to solve problems that are caused by mix of
 vehicles and pedestrians vying for the same
space. Separating them in an inviting way (covered walkway) is a good idea.

o Again concerning congestion and short term parking, Bill N responded that the building will
be for
 uses that would not encourage more activity. That is, people would be there as a secondary
 reason,
 not as the primary purpose of the trip. Think Islanders walking by to and from the ferry.
 Bruce Hyman noted that the city has PACTS planning funds for a Commercial Street
 Operations and Master Plan that includes the need for accessibility to the piers as a key to
 economic vitality. Bruce opined that development pressure [on Commercial Street]
 accentuates the need to catch.
 o Tom Meyers offered that the Waterfront Alliance was willing to discuss opportunities
 for another Open House for this project, similar to the one in 2017 for the rezoning
 effort on the western waterfront.
 o Dennis Keeler observed that he appreciated the thoughtful approach and analysis the
 city is taking in this renewed effort, suggesting the process will rebuild credibility lost in
 2006.




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Attachment 2
MSP Questionnaires, Blank




 10 of 72
Attachment 2
MSP Questionnaires, Blank




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 Attachment 3
 Maine State Pier Questionnaire -
Maine State Pier Input: Seafood Industry Compiled Responses
11 Responses

1. I am a (check all that apply)

 street vendor/ harvester/
 food truck grower/ start‐up
 industry rep retailer processor operator producer business other [if other]
 x
 x x
 x
 x
 x x
 x
 x x x New England Ocean Cluster
 x waitress
 x incubator developer / manager (MCE)
 x x x local property owner
 x x seafood importer

 4 0 2 1 5 1 5 5

 interested in a
 market on the
 Maine State not interested in a market on the
2. I am Pier why; how big? Maine State Pier why not?

 8 3
 Interested in a small stall for a more stable/reliable presence in portland; 200‐400 sqft. not in my business mix
 Another way to sell product
 Another outlet for product
 Outlet for G'Town Oysters; ?
 Retail space for selling shellfish, smoked seafood
 To sell Maine seafood
 The Ocean Cluster in Iceland has public markets; <600 sqft

3. A Maine State Pier would be for the seafood industry
 good bad neutral why?
 x Retail space for Maine's emerging aquaculture industry. An accelerator or incubator for Maine food businesses…
 ...would be interesting
 x
 x Competition with existing seafood retailers
 x New opportunities to connect more consumers with fish; Better experience for cruise, islanders, Old port. More…
 ...venues for chefs
 x We need to put a face and story to ME's superior seafood; I would like the opportunity to educate visitors about…
 ...the opportunity to have ME seafood shipped to them
 x Good way to showplace Maine seafood to visitors/tourists/cruise passengers; Office space and meeting space…
 ...will encourage seafood offices (brokers, sales offices, etc)
 x Sales and build Maine shellfish brand
 x Plenty of distribution already
 x Very easy to get seafood / Lots of distributors
 x Showcase smaller Maine vendors, share their story and promote small business that Maine is famous for
 x Allows SFD to assist control (?) future vision of City

Also written:

 (re: important support services): Loading, unloading for fishermen
 Only 3 months of business a year
 The licensing will be hard; (also:) Think about eco‐tourism




Maine State Pier Input: Seafood Industry
1 Response

1. I am a (check all that apply)

 street vendor/ harvester/
 food truck grower/ start‐up
 industry rep retailer processor operator producer business other [if other]

 x x x
 0 1 1 0 0 1 0 0

 interested in a
 market on the
 Maine State not interested in a market on the
2. I am Pier why; how big? Maine State Pier why not?

 x Prepared foods/beverage; TBD

3. A Maine State Pier would be for the seafood industry
 good bad neutral why?

 x Prime location ‐ destination ‐ complement marine, seafood industries agriculture

4. What support services, shared facilities, or amenities would make a market successful? Please rank your list.

 Parking

Also written:




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 Attachment 3
 Maine State Pier Questionnaire -
 Compiled Responses
Maine State Pier Input: Ferry Users and Islanders (Open House)
6 Responses + 1 Email Response

1. When I arrive from the ferry at Maine State Pier, the first place I go afterwards is

 parking lot
 parking garage
 office
 Casco Bay Garage, then grocery shopping (mostly produce)
 work related obligations
 CB Garage
 I often use Uber to get to our home on Vaughan Street or I walk to nearby shops

2. My current experience with the Pier is
 very somewhat
 satisfactory satisfactory unsatisfactory

 x
 x
 x
 x
 x
 x

3. If a Maine State Pier is created, I would most like to see _________________________ included.

 self service tickets; convenience store
 parking
 seafood market
 parking nearby
 food service
 parking
 I like the idea of having a market. I would like to have some food stalls. A cafe would be great. The Maine Historical Society has some thought of creating a educational…
 …display/exhibit in the Commercial...Street area. This could be a perfect location. Greater Portland Landmarks or other groups might also be interested ‐ so something…
 ...educational but also oriented to tourism.
4. If a Maine State Pier is created, it should not include

 fine dining
 lack of parking
 No parking please. No other answers.


5. During my morning commute through Maine State Pier, I would like to be able to

 get a coffee, bottle of H20
 get coffee
 grab a decent coffee without walking over to Commercial St.
 gather casual food/beverage items
 Buy coffee or tea


6. During my evening commute through Maine State Pier, I would like to be able to

 get to the boat on time in the summer
 drop off my freight unimpeded by pedestrians and vehicles waiting to pick up passengers
 groceries
 It’s important to be able to get to the ferry quickly, buy tickets if needed and get onto the Peaks ferry. I find the pier works quite well for my needs.

7. The best way to improve my experience of the Maine State Pier is

 improve flow and increase parking for island residents and visitors
 visual improvement by adding shops, sidewalk, benches
 to have better signage for traffic flow, esp. exiting existing garage
 include grab + go retail / food / beverage
 I like the ideas for addressing circulation. The roundabout looks logical and useful so vehicles can come just part way down the pier if they don’t need to go farther. I like the…
 ...pedestrian walkway idea along the whale wall building.

8. Other thoughts?




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 Attachment 3
 Maine State Pier Questionnaire -
 Compiled Responses
Maine State Pier Input: Peaks Island
26 Responses

1. When I arrive from the ferry at Maine State Pier, the first place I go afterwards is

 Hannafords; Doctors appointments Scarborough Standard Bakery
 garage to get my car to parking garage on Fore Street, or walk to Arabica to work remotely and meet clients, or walk to...
 the terminal ...local grocers or entertainment
 my car in Casco Bay Garage to the car
 CBC and Garage parking
 the parking garage parking garage
 to my destination; appt., work, event to my car in the garage
 ATM or bathroom to my car in a lot several blocks away
 to my car the garage
 to my office by foot the boat
 drop off groceries Casco Bay Garage

2. My current experience with the Pier is
 very somewhat
 satisfactory satisfactory unsatisfactory

 x
 x
 x
 x
 x
 x "very unsatisfactory in the spring / summer/fall
 x "too busy"
 x x "in winter" ; "from May to Nov"
 x
 x
 x
 x
 x
 x x "in summer
 x
 x
 x
 x
 x
 x
 x
 x "somewhat"

3. If a Maine State Pier is created, I would most like to see _________________________ included.

 parking newsstand
 would not use I like focus of marine goods or Maine made goods, local commerce environmental goals,…
 no competitive businesses ...sustainable materials,energy efficiency should be goals of building 2030, 2040, 2050 goals
 access to the Bay parking
 parking / less people parking
 parking items not sold on Island
 parking needs of islanders addressed first! get light within 3 minutes [ed. note: first word (get? sat?) unclear]
 no desire for anything but more parking open space
 nothing that competes with island businesses parking (Islander)
 parking green space
 better pedestrian circulation no market

4. If a Maine State Pier is created, it should not include

 competition with existing businesses businesses that compete with Island enterprises or small businesses close to ferry. Standard…
 building ‐ tear it down ...Bakery, Arabica, etc
 shops / bars / food vendors / more people food competing with island stores
 hospitatlity (bars etc.) things that compete w/ local businesses
 more people! more congestion
 alcohol, take out food with "disposable" utensils, plates, etc any shops
 anything that increases traffic or competes with… shops, creating non‐ferry related congestion
 ...island businesses markets
 any businesses that attract more people or compete with... the music / concerts
 ...island / local businesses new business attractions that will draw EVEN MORE people and take away from already...
 businesses that generate more parking demand… ...present local business!
 …and businesses that compete with island businesses no market ‐ no trash
 zero advantage to this idea

5. During my morning commute through Maine State Pier, I would like to be able to

 leave down front quickly get to my car for work 7 a ‐ 7:30 p
 access my car in Casco Bay Garage sit at a park
 move quickly park nearby
 leave without wading through congestion avoid cars
 walk safely get where I'm going

6. During my evening commute through Maine State Pier, I would like to be able to

 get to the garage quickly get to boat on time
 get to my parking space without congestion make the boat ‐ not competing with tourists
 access my car in Casco Bay Garage place to work on the ferry side
 less traffic sit at a park
 get to the boat without taking a shuttle leave my car nearby and catch the ferry
 get through safely make the ferry
 make it to my boat on time without wading through congestion not have traffic
 not get run over get to the boat on time

7. The best way to improve my experience of the Maine State Pier is

 make it into a parking garage for islanders improve pedestrian access and generate more traffic
 mindfulness for "seniors" business whose workers take the bus
 create the Franklin / Commercial roundabout now! control traffic
 tear the building down more parking in area
 more parking / less people to help solve parking issues
 reduce congestion help solve our parking crisis, not tighten it
 work on eliminating congestion scale back development and concerts
 to reduce congestion no more concerts
 tear it down and have green space do away with concerts

8. Other thoughts?

 No more shops / no more tourist traffic Shuttles would have to accommodate commuters' schedule
 Thank you for coming! Area already over capacity ‐ I think council members + planners should come down…
 Add more affordable parking, please! ...+ see how impossible
 Make the area a watefront park. See the comprehensive parks plan '15 Give the islanders dedicated parking!
 Create parking garage on land leave blue building as is Listen to our neighborhood and its needs
 no more businesses, events to attract tourists I don't feel like I need a new pedestrian walkway… or the round about (second). Alternative idea…
 I question why the pier must be saved. Tear it down and have a waterfront ...for the space ‐ make part of it a public park / (or) public area like how the pier is, by the compass
 ...park. I see zero advantage to the marketplace I feel so frustrated that commercial (luxury) items are being contemplated when we don't need…
 I don't see the need for more retail ..."attractive nuisances" to get more people down the pier. We need parking. If it can't be built...
 Need more parking in this area. Good point made is why does new ...here, let's wait for a comprehensive response to island parking needs before tying up this...
 ...business get to create a garage in this area? ...building. It may play a role, such as light rail, or other auxiliary supports for parking elsewhere
 We need parking not markets. And we don't want more tourists in our path




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*This document is not a transcript or minutes. It is drawn from one staff member’s meeting notes*
Seafood Industry (Main State Pier Mtg.) 2/27/18
There are already a lot of retailers – cost of business is an issue of concern. The City is changing, and we have an
opportunity to do something better. Founded on lobster industry – potential for “Maine Marine Discovery Museum?
Not sure 8000 square feet is sufficient.
Regarding important services: refrigeration, ice machine, water. Require square footage.
New England Ocean Cluster: It seems like this is more of a street food vendor-level market (one step up from a food
truck). Would capitalize on throughput of cruise ship passengers (limited processing). Similar to the market at the
Iceland Ocean Cluster.
Presents an opportunity for Robin Hood Cove Oyster visibility. Interested potential vendor.
Pike’s Place Market (Seattle): range of visitors crowding through, lack of parking. “Seafood market,” but more flower
vendors than seafood vendors. Represents a different type of retail customer than someone going for fish / seafood
sales.
Cruise ship traffic seems to get caught by small craft, card-table vendor types. Pike’s-market style would be better.
“Don’t forget the fishermen.”
Relevance of concept depends on what you’re selling. Raw seafood requires parking. Boston Eataly – no parking.
40,000 sq. ft. facility but fish market is pretty small. Prepared foods represent much more.
Raw seafood is much more difficult in this concept.
Pike’s Place: great view of harbor. Are there places at MSP to incorporate public space to take advantage of views?
BN: Compass Park wildly underutilized.
2nd floor office space? Does this present an opportunity for views?
Opening up oysters on site would probably work. Could be designed as a showcase for Maine seafood products –
what does Maine offer more than just lobster?
When in the area, people look around for fishermen to interact with. Great opportunity for educating
community/visitors about how to buy Maine seafood.
 “Don’t know how to get folks to work together, but getting folks to eat oysters there doesn’t make people not
 want to go to Eventide. May make them want to go to Eventide.”
Ecotourism, aquaculture. Most people that eat seafood don’t know much about aquaculture.
Oyster food cart (shucks oysters): Wood like to have a nook where folks could eat. Likes the education piece idea.
Education + fresh oyster = unique, satisfying experience. Supportive of idea, interested. Potential opportunity for
some raw seafood? Baked oysters? Crudo?
*This document is not a transcript or minutes. It is drawn from one staff member’s meeting notes*
Food and Beverage Industry (Main State Pier Mtg.) 2/28/18
Non-City Attendees:
Matt Thornton, Identity Group



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Mike Alfiero, Harbor Fish
John Naylor, Rosemont Market

MA: Interesting concept. Congratulations.
JN: Nice looking concept. Parking and car issues in summertime. Retail season extended now. Stay away June, July,
August. Eight months to really put it together. How do we get people in Jan, Feb, March? # of retailers on Commercial
and India Streets, some opening up. How will this differ? …. Finding more opps off peninsula.
BN: But are we eating your lunch?
JN: Depends on islanders. If we could serve the islanders right there maybe it could be good for us.
KA: Affordable stalls. Year-round cruising. WEX and other development.  Potentially getting more customers.
JN: Something to think about for sure.
MA: IF it was a raw seafood market I would be concerned and might feel we need a stall. But yesterday, sounded like
a lot of prepared foods.
BN: Takeaways from seafood ind. mtg: Importance of and opportunity for food-ready-to-eat, education.
MA: Discovery Center for seafood industry? History of, how lobsters are caught. Way for the industry to come together,
opportunity to do something special.
JN: Food / agriculture history also notable.
MA: I think it would be worth the City’s interest to at least look at the possibility of a marine discovery center. Food
infrastructure is expensive: showcase can be $30-40k. Kitchens are $$$.
JN: Munjoy Hill store: ~ 900 sq. ft. Delivery 3 times/day. Warehouse supplies.
JP: Watch out for servicing semis.
MA: Question whether the City should be getting involved in private business.
JN: Supply spot for the islands?
JP: Cruise ship days: 15 min parking.
MA: Prepared foods the only way I am interested. Harbor Fish & Rosemont Market could share a space/ kitchen.
JN: Agriculture is growing. “Food museum,” education and opportunities for processing. We produce a lot of food in
Maine and a lot of people don’t know about it.




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*This document is not a transcript or minutes. It is drawn from one staff member’s meeting notes*
Tenants (Main State Pier Mtg.) 3/1/18
Non-City Attendees:
Casco Bay Lines (~3 employees)
Jack
Megan Jones
Scott
John Ready

Jack: Concern regarding new pedestrians being introduced to the pier when there is already constrained space. Why
not doubling down on marine use? This is the last part of the eastern waterfront dedicated to marine use. $$ spent vs
return? Start with the upper floor, skip the retail.
BN: If we don’t do the retail I don’t think we should do the corridor.




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Jack: Look at marine use first, not non-marine.
KA: (Longer?) cruise ships want access to Portland.
BN: Maybe we should be talking with cruise ships.
Scott: From a perspective of sailing passengers, this could work. Customers wonder where they should go afterword
for a coffee or sandwich.
John (?): Issues regarding pedestrian circulation and safety are real.
KA: Upper floor gets more attractive with the bottom area getting better / more attractive.
Scott: “Pie in the sky request:” It would be great to see from one end of the building to the other – really great
location on the pier. Water viewing would be great.
Jack(?): These changes preclude other developments that are marine based.
(?): I see this as a positive as well as long as you don’t prohibit the potential development of another industry.
BN: I don’t think this plan precludes longer ship turnarounds, but we should explore.
Megan: The rotary concept is brilliant, will help a lot. We struggle from an operational standpoint with our own
vehicles. There are a lot of people down there in the summertime.
(?) Putting thought into vehicle traffic to Compass Point Park, police access.
BN(?): Pier being maintained as marine/fishery supporting is important.
Scott: can we mandate that 50% seafood be included in the final building/tenants? The authenticity is really
important.
KA: Information re: where the food comes from and what processes are included.
BN / Scott: Ticket booth? Would that be helpful?
 BN: Casco Bay ticket kiosk?
(?): Cruise ship industry is changing and can change quickly.
Scott: Rough time frame from here?
BN: Economic Development Committee, report out what we heard, suggest next steps. Not hearing showstoppers, but
I do want to further explore potential operations constraints per Jack’s comment.
KA: Waiting area in there?
Casco Bay Lines: Don’t know…. People want to be outside in nice weather. Vehicular traffic is a problem. Important
not to increase vehicular traffic that doesn’t need to be there. Flow of peds / vehicles.
KA(?) BN(?): Re-emphasis of small space. 1000 feet of deep water berthing that needs to be maintained. Echo’s
Jack’s thought that it should be flexible.
Casco Bay Lines: Overall thought: maintain or improve flow for peds and vehicles.




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John: Vehicle traffic. Marketing and promotional power is good. 53’ trailers. Having someone in an enforcement role
other than tenants. 5 or 6 trailers a day coming in from secondary packaging companies. Improvements managing
pedestrian crowds recently. Desire for enforcement / people management.
Megan: Point person at the rotary that decides whether you can go down the pier or not. Enforcement, management.
(?): We can’t handle additional vehicles if we don’t ease up other areas. Facility not designed with the volumes we are
experiencing.
BN: Let’s have a separate conversation about trucks and how to make that work.
(?): Let’s get more box trucks in there and have more regular access.
Jack: I don’t think you hit a fatal flaw, because you have to improve the pedestrian experience.




*This document is not a transcript or minutes. It is drawn from one staff member’s meeting notes*
Casco Bay Lines Open House (Main State Pier Mtg.) 3/12/18
What do you mean by business incubator / why?
BN: Low barrier for entry. Small business, startups. More manageable size and use for the space that we have.
San Francisco Ferry terminal is an example of this type of facility. Great treasure of the city. Retail use, offices.
Walkability is a big issue. 21st century, people are in the terminal all the time, very well utilized. Farmers’ market. Vote
against the bar, incubator towards other retail related spaces like pottery / artist studios and retail that are open until
9 (cafés, etc). Businesses spaces are not public.
I think it’s pretty exciting. I think it’s a pipe dream to think that you can do this without parking. Funnel of parking
need does not get reflected in the study numbers alluded to. The last great hope for island people to have a parking
place. People walk from cars to the ferry in the winter with their bags. Not buying the idea that this is tangential to the
project. It’s just more.
Just wrong. Presentation doesn’t show lines of traffic. Islanders are not going to support 5 or 6 shops. Harbor Fish.
Ready seafood.
BN: There is zero use in the upstairs.
The idea of developing the space overall is good. Sitting there as it is now is problematic. But a parking crisis exists
now and this is just going to add to it.
What would it take to put in infrastructure for parking?




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 BN: We would have to exclude uses. We can explore parking, but would include extraordinary expense or
 excluding uses. Assumption that doing nothing is a bad option.
Why do we always talk about parking and not getting folks to take public transit?
 BH: Responds re: public transit initiatives, Metro #1 and #8. We hear you but we’re not quite there yet.
What are the current City uses / sq. footages? All marine uses?
 KA: Yes. Big gangways, etc.
Queuing? How do you plan to manage that?
 KA: Working on that now. Perhaps similar to taxi management at airport.
Ocean Gateway Flow? Would changes in that help?
 BN: Can be informed both ways. Depends on their flow, throughputs, and needs.
Does this plan require rezoning?
 BN: Should not, per 2006 zoning. I think this is the opportunity to do more and better.
Another deck to the Casco Bay Garage? There has to be more creativity on this parking issue.
Shuttles?
 KA: The Wave will be coming online. 4 passengers at a time, not sure about impact, but a step in the right
 direction. Chebeague Island lot has shuttle service. Land off peninsula with shuttle?
Looking at developer for each floor?
 BN: Probably one for the whole building.
We are business owners on island, and some kind of convenience store would be great.
 BN: Very interested in uses that will save people a trip. Pharmacy, florist, convenience store, grocery.
Removing need for trips to the store / owning a car may help with the parking issue (“subtraction by addition.”)
Grandparents owned two cars, lived on island. Maybe wouldn’t have needed the with redevelopment proposed here.
Green grocer, all-purpose grocer.
Needs to survive winter, can’t survive on islanders alone. Not enough of them.
Doesn’t the Nova Scotia ferry potentially offer some opportunities to other uses (i.e. parking).
Customs / clearance flexibility?
 BN: Great potential there is flexibility. Depends.




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*This document is not a transcript or minutes. It is drawn from one staff member’s meeting notes*
Peaks Island (Main State Pier Mtg.) 3/12/18
Grocery store owner: what do I do with a 15% cut in business? Am I supposed to retire, pack up shop, and have store
be developed for condos?
Doesn’t fit City’s Comprehensive Plan. Light and noise pollution. More people. Won’t improve access to the water.
Going to bring hundreds, thousands?, to the site. More congestion. Parking isn’t a static situation. It’s been shrinking
for years.
What do you mean by a market?
Parking strategy and overall strategy and comp plan of community development.
The City keeps hearing the issue of parking and kicking it down the road. Please take back to the City how important
the issue of parking for islanders is.
General discontent re: idea of shuttle parking.
We don’t need a lot of the things you are talking about (bagels, coffee, market). Also, I was at the Casco Bay Lines
meeting and did not hear that the shuttle idea was well received.
WEX employees should be in a satellite lot. Not Peaks Islanders.
Light rail connection from Marginal Way. What I want to hear is parking. That’s the issue for this group.
BN: We are not getting quality feedback on reuse because we are thinking about parking. I don’t want to ignore this
problem or burden this process with it.
We don’t need more of a party down there.
Seems like you’ve done a good job within the constraints that you’ve been given, but those constraints aren’t allowing
you to address the problem.
The message to the City Council is that you can’t bring more people, will make it unlivable.
I think the last thing that any islander is interested in talking about is another cute shop. Your business is attractive
for others, not islanders. Overhang piers with about 60 spaces, make some $$$. Most of the lot that is now roped off
was a free lot for islanders (50 or 60 bucks for 3 months). What about that huge lot that used to belong to us?
Somewhere that islanders could park.



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Re: roundabout: you’d have another at Franklin a few yards away. Circulation is also pedestrians, who are oblivious.
Roundabout won’t solve that – it’s for cars.
Understand you have a job to do, appreciate that the whole existing area is congested. Have there been other uses
explored? Marine-related or educational? Things that would have less impact and also benefit those that are in need.
KA: This whole thing came out of how to help with pedestrian flow.
[Attendee suggests a show of hands]. Who wants shops? (Essentially no response). Who wants parking? (Many hands
up). The issue of little shops is not of interest.
Parking is the cost of doing business. It’s what you get for living here.




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 Attachment 5
 Casco Bay Lines Comments, Paul Pottle, Director of Projects

Casco Bay Lines Feedback
Bill;

You wanted a list of concerns or issues that Casco Bay Lines might have as the City looks at the
development of the Maine State Pier building known as the Portland Ocean Terminal (POT). The
following comments come from discussions with some of our staff, but does not necessary
represent the position of all of our Board members. You heard from some of the Board at the
Operations Committee meeting and you may have also received comments during the Open
House as well as the meeting on Peaks. I will assume that those comments were captured at that
time and are included in your report.

 - CBL would not want to see anything that would increase vehicle traffic through
 the site. We understand the need to maintain good access for Ready Seafood, the
 activities and events that take place at Compass Park and for there to be some type of
 access for vehicles going into the POT site to service any development there, but it
 should try and avoid the need to stage anywhere in the open site or to park in one of the
 lanes and off-load any commodities that they may carry. Development of the POT
 building should also allow for that type of activity to happen within the site as well as
 some limited circulation. Any staging in what would otherwise be through or
 maneuvering lanes would have an adverse impact on those vehicles that are queuing up
 or being off-loaded from the car ferry or those dropping freight or passengers at our
 facility for transporting on a ferry. This would cause a jamming of traffic and have a very
 negative impact on our operation and ability to maintain scheduled service.
 - POT enhancements should be focused on improving pedestrian access through
 the site in making the experience more enjoyable as well as enhancing safety. The types
 of development should be focused on pedestrian traffic and not rely on users who would
 need to arrive by vehicle.
 - CBL supports site changes at the northern end of the site (entrance area) that
 provide ways to reduce traffic through our operational areas. Things like providing a
 place for a bus stand and taxi stand for the pick-up and drop-off of potential customers
 while keeping those vehicles out of our operational area would improve the flow of
 traffic through the site as well as enhance safety for all users and employees. This would
 also include identifying a space for a bus waiting shelter to service any new drop off
 area. Additionally, informative signs that re-direct traffic not intended for CBL or that
 inadvertently entered the site as well as discourages non users to exit before proceeding
 through the operational area.
 - It would be the desire of CBL that any increased activity for the POT building
 would have traffic accommodations within the footprint of the POT site as much as
 possible as well as limited movement to allow traffic to exit the site after completing and
 business.
 - That any development would be evaluated such that it does not intentionally or
 unintentionally add to the parking demand on the site. As we think all are aware, parking
 seems to be a major issue with many of the islanders and our customers. While this



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 Attachment 5
 Casco Bay Lines Comments, Paul Pottle, Director of Projects

 project or our Phase II project does not directly address parking, we need to remain very
 sensitive to what is done so as not to exacerbate the issue.
 - That the City and CBL would cooperatively collaborate on way-finding signage
 that is also consistent with our branding so as to improve the visibility of our operation
 to visitors and first time users of our service.
 - We assume that the City will continue to collaborate with CBL and we with the
 City as plans are developed so that our outcomes are more complementary with each
 other. We would not want either of us to compete for the same areas and that we will
 continue to work to eliminating items that could be better served elsewhere.

We think all know that the nature of our business requires us to be located on the waterfront
and that in order to maintain an effect service that meets the needs of our customers and assists
us in keeping our fares reasonable, that adding non-marine dependent activities that create
operational conflicts detracts from that purpose. We support development of the POT building
for we understand that in order to maintain such a facility, that the City needs an income stream
to assist with day to day maintenance and improvement costs. That maintenance allows the
facility to operate more efficiently and continues to support the marine dependent uses at the
pier like the cruise ship visits, the schooners, tug boat operations and Ready Seafood. All of
these enhance the waterfront and add to the uniqueness that makes Portland what it is.

I trust this will help the City as it evaluates options and makes decisions regarding the
development and use of the Maine State Pier facility.

Paul

Paul D. Pottle, Director of Projects
Casco Bay Lines
P.O. Box 4656
56 Commercial Street
Portland, Maine 04112




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 Redevelopment Options
 for the

  MAINE STATE PIER


Stakeholder Engagement Results
Economic Development Committee March 20, 2018
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Stakeholder Outreach:
• Waterfront Alliance +/- 20 participants
• CBITD Operations Committee +/- 8 participants
• Pier Tenants +/- 7 participants
• Seafood Industry +/- 19 participants
• Food and Beverage Industry 3 participants
• Islander/Public Open House +/- 15 participants
• Peaks Island +/- 50 participants

+/-120 individuals, some representing larger
constituencies (CBITD Board Members, Peaks Island
Council….)
• Economic Development Committee Tuesday, March 20



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27 of 72
Redevelopment on
the Maine State
Pier should be
consistent with
longstanding
waterfront land
use policies




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 Portland Plan 2030, page 41
Over 20 public and
private operations share the
Maine State Pier

Integration and coordination
is crucial

Current policies informing
Future pier changes were
Adopted in 2006




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2006 Policy Statement, Summarized
The Maine State Pier:
 Is a regionally significant asset
 Is needed for the Marine Passenger industry
 Needs investment and revenues
 Mixed Use has a role on the Pier

Policies:
• Preserve Deep Water Access and Marine Utility:
• Create Economic and Structural Stability for the Pier through
  Appropriate Mixed Use Development
• Respect and Enhance Other Vital Water Dependent Uses of the Pier:

Development Strategies:
“The City will approach the future of the pier by encouraging a mix of
appropriate uses that both promote deep water berthing options and
provide the revenues needed to maintain the infrastructure for future
generations….”

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2006 Continued:
Spatial Relationships for Non-marine Use
 The pier edge and deck adjacent to the pier edges must remain
 available for anticipated and future marine uses.

 Non-marine uses should be concentrated on upper floors

 Circulation areas, should focus activity to the interior of the pier, away
 from the seaward edges.

 Where non-marine uses are proposed, respect the interior of the pier as
 an urban pedestrian space and create a welcoming, safe, and
 attractive extension of the city fabric onto the pier.

 In general, non-marine activity should concentrate toward the northerly
 end of the pier, leaving the southerly harbor-side end of the pier available
 for marine and open space uses.

Protect and Create Views

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Multiple proposals have come forward since the
 Request for Proposals in 2007




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2006-2009
Maine State Pier RFP

Ocean Properties



Both proposals eventually walked away.
The Great Recession of 2008 didn’t help
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City of Portland 2009
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Shucks Maine Lobster 2014

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New England Ocean Cluster House 2015
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Proposed Policy

 Recognize changes since 2006
 • The arrival and success of Ready Seafood in the
 southerly end of the POT
 • Growth of Marine Passenger Transportation
 • Growth of Hotel and Tourism Development

 Remove expectations for wholesale
 redevelopment of the pier from the policies




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 What’s Next?




Portland Ocean Terminal:
Immediate Context 38 of 72
Concentrating efforts on the
“Northerly End of the Pier”
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Portland Ocean Terminal: Current Uses
Cruise Ship Support
City Shop/Maintenance
Private Leases
Mechanical Core
Circulation
Tenant Storage Variable
City Storage Seasonal
Vehicles Variable
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  Concepts for higher utilization of the
  Upper floor and Northerly End of the POT




• Consolidate and organize City and tenant marine
  operations and storage
• Retain Existing Marine Tenants – Charter, Tugs, Ready

Over 80% of the first floor
would be retained for Marine Use

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 Concepts for higher utilization of the
 Upper floor and Northerly End of the POT




• Create a new security plan, protecting current marine
  operations, including: Tugs, Cruise Ships, others…


1st Floor Areas Proposed to Remain
within the “105” secure zone


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Create covered pedestrian way
within westerly edge of the POT




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Concepts for higher utilization of the
Upper floor and Northerly End of the
POT depend on improved circulation




• Improved entrance, pick up – drop off
• Walkway
• Coordinated with Casco Bay Lines
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47 of 72
Total Parking Capacity: 15,669
Effective Capacity (85% of Total): 13,990
Est. Peak Season Weekday Demand: 14,280
Percent Land Area of Parking: ~ 21.8%


Large difference in demand during off-peak vs. peak times




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Limited low-cost, extended parking options accessible from ferry terminal

Potential Strategies:

• Nonprofit Transportation Association

• Expand Specific Island Resident Parking Programs

• Higher Cost on-Street Parking in High Demand Areas

• Extend On-Street Meter Hours to 8pm

• Improve Parking Management & Technology

• Update Land Use Permit Parking Policies

• Shuttled Parking

• Transportation Network Companies (Lyft & Uber)

• Car Sharing (U-Car) 49 of 72
Concepts for higher utilization of the
Upper floor and Northerly End of the POT




  Introduce Market Style Retail
  Oriented to the interior of the pier

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Concepts for higher utilization of the
Upper floor and Northerly End of the POT


 +/-19,000 sf +/-9,000 sf
 Office incubator Event and
 meeting space




Prepare entire second floor for reuse
Potential Uses
• Office incubator complex
• Event and meeting space
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  THE MARKET
 at
MAINE STATE PIER




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61 of 72
1924 Tax Photo
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65 of 72
Stakeholder Feedback:
Areas of General Agreement:


 The POT building and Pier circulation need improvement.
 The suggested redevelopment program is well considered and attractive.
 Loading and servicing should avoid causing congestion.
 Direct and indirect parking impacts should be considered.
 Compatibility and collaboration with Pier Tenants will be critical.
 Marine uses received greater support than non-marine uses.
 Address competition with existing restaurants, raw seafood retailers, and on-island
 grocery through market analysis.
 Smaller scale retail, with emphasis on prepared food and limited seating, generated the
 most positive feedback.
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Stakeholder Feedback:
Differences of Opinion:

 Some participants believed that the circulation improvements (northerly
 roundabout and internal walkway) would greatly improve circulation on the pier,
 while other believed that the increased activity would exacerbate existing
 congestion issues.

 Many participants expressed support for small scale retail as an expansion of
 opportunity, while others expressed concerns over undue competition by a public
 entity over private enterprise. Concerns over competition were most strongly
 articulated by the Peaks Island participants.


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Stakeholder Feedback:
Peaks Island:

• +/-50 attendees
• Negative response
• Adamant and unified:

 The City should not consider more uses on Maine State Pier
 until longstanding parking issues are addressed.




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Concluding Thoughts:
• The recent outreach process provided substantial input informing future use and
  development of the Portland Ocean Terminal.

• Staff has received enough feedback to assist in the drafting and issuance of a
  Request for Proposals (RFP) reflecting the suggested development program.

However, the significant concerns raised by Islanders (parking and pier congestion)
and by members of the retail and development community (competition with
private enterprise) warrant consideration both within and apart from any pending
procurement process.




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Competition:
The City should confirm healthy market conditions post development and avoid
unfair competition with the private sector.

Islander Parking:
City of Portland Parking Study for Downtown, the Old Port, and the Eastern
Waterfront, Sept 2017 Recommendations relevant to Islander parking concerns.
 Explore the Formation of a Non-Profit Transportation Association
 Explore expanding Specific Island Resident Parking Programs
 Improve Parking Management and Technology
 Explore shuttled parking
 Expand use of TNC (Lyft and Uber…) and Chare Share

Engagement with Island communities on parking and traffic issues should continue
 under any outcome. 70 of 72
Next Steps, Staff Suggestions:

• Public-private partnership in order to maximize
  leveraging private funds and non-municipal public
  funds.

• RFP process to attract public-private interest to
  support the suggested POT Redevelopment program.




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Questions?

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 Economic Development Department
 Gregory A. Mitchell, Director


 MEMORANDUM

TO: Economic Development Committee

FROM: Greg Mitchell, Economic Development Director

DATE: March 15, 2018

SUBJECT: 2018 Draft Economic Development Committee Work Plan


As a follow-up to the February 6, 2018, EDC meeting discussion, the Draft 2018 Work Plan is now
categorized with short-term (2018 timeframe) and long-term (beyond 2018) items as follows:

SHORT-TERM

Tax Increment Financing

Employment Disparity Study and Workforce Job Training Program

The 2017 EDC recommended that the City Manager and/or his/her designee undertake an analysis of
the costs associated with the City undertaking an Employment Disparity Study and report back to the
EDC in January 2018, and to explore the establishment of a City workforce job training program,
utilizing funds from area-wide TIF Districts to fund the program.

Next Steps: Staff is researching the scope and cost of conducting an employment disparity study.
Results of that research will be presented at the EDC March 20, 2018, meeting.

Also, staff will look at other municipal TIF programs regarding utilizing TIF revenue for adult
education and workforce job training programs and report back to the Committee on its findings.

 FYE2017 Annual TIF Report to City Council: Annually the Economic Development Department
issues a City Fiscal Year Report related to Portland TIF District activity. This report is available on
the City web page at: http://www.portlandmaine.gov/529/Tax-Increment-Financing. The 2017
Annual Report was presented to the EDC at its February 20, 2018 meeting, at which time it voted to
forward the Report to the City Council as a communication, and the City Council received it as a
communication at its March 6, 2018 Council meeting.




 1
Waterfront TIF:

Amendment to add two development parcels: At the February 6, 2018 EDC meeting, it reviewed
proposed amendments to the WTIF to add two development sites to the District, those being the
WEX development at Thames and Hancock Streets, and Union Wharf development project. After
review, the EDC voted unanimously to recommend to the City Council to approve the proposed
amendments. This had a first reading at the City Council’s February 21, 2018, meeting and a second
reading, public hearing, and vote at its March 6, 2018 Council meeting, at which time the Council
voted unanimously (7-0 – Mayor Strimling and Councilor Batson were not in attendance) to amend
the WTIF as recommended.

Possible Amendments to Waterfront TIF District: One recommended TIF District amendment to
discuss, in 2018, is the possible geographic expansion of the Waterfront TIF District. The areas to
consider including in the Waterfront TIF District are East and West Commercial Street properties due
to planned private sector investment projects and supporting public infrastructure needs.

Next Steps: Presenting any private TIF District requests to the EDC for direction, along with
revisiting the Waterfront TIF District boundaries for possible expansion.

Payment In Lieu of Taxes (PILOT) New City Policy

Staff prepared a draft policy for 2017 EDC consideration for non-profit tax exempt organizations to
contribute annually to cover the cost of municipal services.

At the September 5, 2017 EDC meeting, City Finance Director Brendan O’Connell provided a
general overview of a proposed policy, and at the November 28 EDC meeting, provided a draft
policy for review, discussion, and feedback. City staff is targeting a June EDC meeting presentation
for Committee direction.

Increase Utilization of Portland Ocean Terminal (POT) (2017 Mayor and City Council Goal)

Establish direction on the future of the Portland Ocean Terminal, including waterfront concerts and
Compass Park. With as much as 70,000 square feet of vacant space, the Portland Ocean Terminal on
the Maine State Pier needs a plan for investment and optimized utilization. Existing uses, including
City cruise ship port of call support (and storage in the winter for cruise ship activities), Portland
Tugboat, and Ready Seafood, provide a solid basis for growth; however, the building’s age,
condition, location within a Federal security area, and lack of supporting infrastructure (parking,
loading, sidewalks …) severely limit the potential reuse of the building as currently configured.

At the September 5, 2017 EDC meeting, City Waterfront Coordinator Bill Needelman provided the
Committee with an overview and process to go forward, including conducting an inventory of uses,
understanding current conditions, and coordination with existing operations. In the short-term,
provide basic circulation and utilities changes and moving utilities into the main building.

On October 2, 2017, the City Council held a workshop on suggested plans for the future of the POT,
which was then followed by an EDC meeting on November 28, 2017, with staff providing illustrative
redevelopment concepts for feedback from the Committee, including a draft updated Policy
Statement for the POT. Under direction of the EDC, public outreach is underway during February

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and March. At the March 20, 2018 EDC meeting, City staff will present stakeholder input and
discuss policy direction.

As the process moves forward, the evaluation of supporting infrastructure to attract anticipated
increased commercial and marine tenant use of the space will be undertaken.

Lease of City Properties

Leasing City owned properties requires City Council approval. Policy discussion regarding the
leasing of City owned properties needs to be discussed. Examples of commercial leases requiring
EDC (in the form of a recommendation to the City Council) and City Council action include:

 Ocean Gateway to support ferry operator lease. An amendment to the Bay Ferries Lease is
 under negotiation to extend ferry service in 2018 subject to conditions. This was reviewed by
 the EDC in executive session on February 20, 2018 and March 6, 2018. Next step is a public
 review by the EDC on March 20, 2018, and recommendation to the City Council for approval.

 Portland Ocean Terminal tenant lease for Ready Seafood Companies. Proposed
 amendments for extending Lease were reviewed by the EDC in executive session on February
 20, 2018 and March 6, 2018. Next step is a public review by the EDC on March 20, 2018 and
 recommendation to the City Council for approval.

 Spring Street Parking Garage Commercial tenant leases including the former Pirates space,
 with 2,400 square feet. At the February 6, 2018 EDC meeting, it reviewed proposed Lease
 and Parking Revenue Sharing Agreement with Portland Hockey, LLC. The EDC voted
 unanimously to forward this to the City Council for approval. The City Council took action
 on this at its February 21, 2018 Council meeting voting to approve both the Lease and Parking
 Revenue Sharing Agreement.

 Casco Bay Island Transit District (CBITD) Lease: Staff is beginning its review of the
 existing Lease to recommend, at the appropriate time, amendments. This current 30-year
 lease expires June 2018. City staff will update the EDC in executive session for direction.

City Properties (Sales and Acquisitions)

 Sales

 Bayside former Public Works property at 44 Hanover Street. City staff discussed this in
 executive session at the February 6, 2018 EDC meeting and continued negotiations for a
 Purchase and Sale Agreement. At the March 6, 2018, the EDC reviewed the proposed
 Purchase and Sale Agreement and Lease back and voted to forward both to the City Council
 with a recommendation for approval. This item will be on the March 19, 2018, for a first
 reading, and then April 9, 2018 for a second reading and vote.

 Portland Technology Park. Three available sites.

 Riverside Street Seven (7) Acre Industrial Property. City staff will continue its marketing
 this property for sale.

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 This was discussed in executive session at the February 20, 2018 and March 6, 2018 EDC
 meetings for direction related to buyer interest.

 Thames Street Gravel Parking Lot. It is anticipated that during 2018, the EDC will consider
 options for the possible sale of the remaining portion of the Thames Street gravel parking lot.

 Acquisitions

 The Land Bank Commission is interested in accepting donations and acquiring privately-
 owned vacant land in the Redlon area of Portland, as well as other areas, to be placed into the
 Land Bank. Because of the property acquisition, this will come before the EDC, as well as
 the Land Bank Commission (LBC) for recommendations to the City Council.

Outdoor Seating for Food Service Establishments: Review current permitting process/ordinance
and any barriers, particularly for older buildings. Staff is working on this topic. Updates will be
provided when appropriate.

Open Forum for Restauranteurs: Forum for restaurant owners to talk about what is going well,
what is not, and any other issues or comments they may have.

LONG-TERM

Broadband Access (2017 Mayor and City Council Goal). High speed infrastructure; broad band.

IN PROCESS AND NEXT STEPS. At the July 26th, 2016, EDC meeting, staff provided a summary
of a proposed Master Lease Agreement with Verizon to support small cell technology investment in
Portland. The City Council approved this Master Lease on August 1, 2016.

Also, it is noted the City issued a News Release on July 19th, 2016, with the topic “City Seeks
Citizens to Complete Internet Services Survey” and noting “Selects SiFi Networks to explore
potential citywide fiber network”. Staff continues to work with SiFi Networks to move forward with
a public-private partnership.

A City Council workshop was held on December 12, 2016 with Council direction to refer
negotiations to the EDC to finalize partnership documents for recommendation to the City Council.

At the February 6, 2018 EDC meeting, Jon Jennings updated the Committee that a company is
looking to do this on its own at no cost to the City.

Updates will be provided as they become available.

Eastern Waterfront Public Infrastructure Investment (2017 Mayor and City Council Goal)

Investing in public infrastructure is an important municipal government responsibility to attract
private sector investment. Locations which require public infrastructure planning include both
implementation of existing policies and creating new policy direction for investment:




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 Implementing Existing Policy:

 Private Development Integration. The Economic Development Department is leading a
 Planning, Public Works, and Parks & Recreation Department discussion to plan road, parking
 garage, and utility extensions in Portland’s Eastern Waterfront, facilitating planned and future
 development consistent with the Eastern Waterfront Master Plan (EWMP.)

 Next Steps. Public/private partnerships to develop public infrastructure improvements and
 revenues to finance the investments.

 Amethyst Lot Open Space Development. Implementing recommendations from the EWMP
 and conditions of approval from Ocean Gateway, to define program and design elements for
 signature waterfront open space promoting recreation and active use of the water.

 The 2017 EDC was provided a concept of redevelopment at its August 22, 2017, meeting,
 with overall consensus of agreement with the concept, which has been informally called
 “Portland Landing”. The EDC will be kept updated on the continued public process.

 Establishing New Policy Direction:

 Ocean Gateway to discuss reconfiguration of the “queuing area” located behind the fence to
 free up property for more diversified marine activity, support for the Portland Ocean
 Terminal, and expanded access to the water for commercial and public uses. The City
 Manager met with Custom Border Protection (CBP) personnel to discuss relocating U.S.
 Customs pre-clearance to Yarmouth, Nova Scotia. Staff is researching options; update
 forthcoming.

 Possible new Pier development between Ocean Gateway and the Maine State Pier to
 support increased commercial use of the waterfront and support for the marine passenger
 industry. Staff is exploring Federal funding opportunities and updates will be provided when
 appropriate.

Portland Transportation Center (PTC)

In partnership with the MDOT, NNEPRA, and private sector property owners, work to develop an
expanded intermodal passenger station in the Thompson Point area.

Next Steps. Staff to work with the transportation agencies and private partners to establish timeline
and work plan for PTC improvements. Present briefing to the EDC when appropriate.

Establish Development Impact Fees

Staff will work with the EDC to create a formula that standardizes fees - providing certainty to the
development community and City resources.

At the September 5, 2017 EDC meeting, Planning and Urban Development Director Jeff Levine
provided a general overview of the current City current impact fees, determined through development
review. Next step is to bring a proposed overall impact fee policy to the EDC so that both the City
and developers know formulas for impact fees and can insert them into pro formas.

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