Portland Fish Pier Authority — Portland, ME
Date: 2026-01-15
Time: 15:00

PORTLAND FISH PIER AUTHORITY
 BOARD OF DIRECTORS
 January 15, 2026, 3:00 PM
 Remote Meeting Format on the Zoom Platform

PFPA Board Members
Class A Directors: Groundfish Harvester or Representative
 Mary Hudson, MCFA
 Tracy Pearce, Vice President
Class B Directors: Groundfish Buyers
 Nick Alfiero, Harbor Fish Market
 Joe Massaua
Class C Directors: Representing the seafood industry of the State of Maine
 Rob Odlin, Representing the Lobster Industry, President
 Matthew Moretti, Representing the Aquaculture Industry
Class D Director: Representing the Public at Large
 John Arnold, Secretary
Class E Director: Representing the City Council
 Wesley Pelletier, District 2
Ex-Officio Members of the Board of Directors:
 Representing the Commissioner of the Maine DOT
 Chris Mayo
 Representing the Commissioner of Maine DMR
 Meredith Mendelson, Department of Marine Resources
 Representing the Portland City Manager
 Brendan O'Connell, Finance Director, Treasurer

 *******Meeting Link*******
Please click the link below to join the webinar:
https://portlandmaine-gov.zoom.us/j/88534725367?pwd=LQuTUKla9uNK7X2FlNgskXxpd0gwsr.1
Panelists will receive their own unique link via email on the day of the meeting.

To submit written public comment on an agenda item, email edd@portlandmaine.gov. Submissions must be
received by 12:00 pm the day before the Portland Fish Pier Authority meeting to guarantee their
inclusion in the agenda packet. All submissions must include the commenter's name and legal address. To help
ensure your comment is submitted for the correct item, please include the name of the agenda item (see below).

1. Approval of November 20, 2025 Meeting Minutes

 a. See attached Meeting Minutes from November 20, 2025.
 Financial Update - Statement produced by Tonya Mitchell, Senior Admin Officer II,
2. Finance Department is attached and will be presented at the meeting by Kaela
 Gonzalez, Program Coordinator.

 a. See attached Financial Update.
3. Facilities Update - Phil DiPierro, Project Manager.

 a. See attached Facilities Update.
4. Portland Fish Exchange Update - Robert Vanmeter, PFX Exchange Manager.

 a. See attached Portland Fish Exchange Manager's Report.
 b. Vote on recommendation by Portland Fish Exchange Subcommittee to add the following
 language to the Portland Fish Exchange Rules and Regulations.

 2.5.1 New Seat Applicant Auction Privileges
 Upon receipt of a properly posted cash deposit or letter of credit, the General Manager may
 grant a new seat applicant the privilege of purchasing fish on the auction before a Board of
 Directors’ admission.

 See attached red-lined Rules & Regulations
 Action Item - Public Comment
 c. Vote to approve Quality Custom Packing Inc. as a new buyer at the Portland Fish Exchange
 (PFEX).
 On December 11, 2025, the PFEX Subcommittee voted to recommend to the PFPA Board the
 approval of Quality Custom Packing Inc. as a new buyer.
 See attached application.
 Action Item - Public Comment
5. Vote to approve the Subcommittee Roles as provided in the meeting materials.

 a. On December 11, 2025, the PFEX Subcommittee voted to recommend to the PFPA
 Board the Subcommittee Roles as presented.

 See attached Subcommittee Roles.
 Action Item - Public Comment
6. Update on PFEX Manager Review - Avery Novak, Associate Corporation Counsel.

7. Other items not on the agenda.

8. Adjournment

PORTLAND FISH PIER AUTHORITY
 BOARD OF DIRECTORS
 January 15, 2026, 3:00 PM
 Remote Meeting Format on the Zoom Platform

PFPA Board Members
Class A Directors: Groundfish Harvester or Representative
 Mary Hudson, MCFA
 Tracy Pearce, Vice President
Class B Directors: Groundfish Buyers
 Nick Alfiero, Harbor Fish Market
 Joe Massaua
Class C Directors: Representing the seafood industry of the State of Maine
 Rob Odlin, Representing the Lobster Industry, President
 Matthew Moretti, Representing the Aquaculture Industry
Class D Director: Representing the Public at Large
 John Arnold, Secretary
Class E Director: Representing the City Council
 Wesley Pelletier, District 2
Ex-Officio Members of the Board of Directors:
 Representing the Commissioner of the Maine DOT
 Chris Mayo
 Representing the Commissioner of Maine DMR
 Meredith Mendelson, Department of Marine Resources
 Representing the Portland City Manager
 Brendan O'Connell, Finance Director, Treasurer

 *******Meeting Link*******
Please click the link below to join the webinar:
https://portlandmaine-gov.zoom.us/j/88534725367?pwd=LQuTUKla9uNK7X2FlNgskXxpd0gwsr.1
Panelists will receive their own unique link via email on the day of the meeting.

To submit written public comment on an agenda item, email edd@portlandmaine.gov. Submissions must be
received by 12:00 pm the day before the Portland Fish Pier Authority meeting to guarantee their
inclusion in the agenda packet. All submissions must include the commenter's name and legal address. To help
ensure your comment is submitted for the correct item, please include the name of the agenda item (see below).

1. Approval of November 20, 2025 Meeting Minutes

 a. See attached Meeting Minutes from November 20, 2025.
 Financial Update - Statement produced by Tonya Mitchell, Senior Admin Officer II,
2. Finance Department is attached and will be presented at the meeting by Kaela
 Gonzalez, Program Coordinator.

 a. See attached Financial Update.
3. Facilities Update - Phil DiPierro, Project Manager.

 a. See attached Facilities Update.

 Page 1
4. Portland Fish Exchange Update - Robert Vanmeter, PFX Exchange Manager.

 a. See attached Portland Fish Exchange Manager's Report.
 b. Vote on recommendation by Portland Fish Exchange Subcommittee to add the following
 language to the Portland Fish Exchange Rules and Regulations.

 2.5.1 New Seat Applicant Auction Privileges
 Upon receipt of a properly posted cash deposit or letter of credit, the General Manager may
 grant a new seat applicant the privilege of purchasing fish on the auction before a Board of
 Directors’ admission.

 See attached red-lined Rules & Regulations
 Action Item - Public Comment
 c. Vote to approve Quality Custom Packing Inc. as a new buyer at the Portland Fish Exchange
 (PFEX).
 On December 11, 2025, the PFEX Subcommittee voted to recommend to the PFPA Board the
 approval of Quality Custom Packing Inc. as a new buyer.
 See attached application.
 Action Item - Public Comment
5. Vote to approve the Subcommittee Roles as provided in the meeting materials.

 a. On December 11, 2025, the PFEX Subcommittee voted to recommend to the PFPA
 Board the Subcommittee Roles as presented.

 See attached Subcommittee Roles.
 Action Item - Public Comment
6. Update on PFEX Manager Review - Avery Novak, Associate Corporation Counsel.

7. Other items not on the agenda.

8. Adjournment




 Page 2
 Agenda Item #1



 DRAFT Meeting Minutes

 PORTLAND FISH PIER AUTHORITY
 BOARD OF DIRECTORS
 November 20, 2025, 3:00 PM

 Remote Meeting Format on the Zoom Platform

PFPA Board Members Present
Class A Directors: Groundfish Harvester or Representative
​ ​ ​ Mary Hudson
 ​ Tracy Pearce
Class C Directors: Representing the seafood industry of the State of Maine
 ​ Rob Odlin, Representing the Lobster Industry
​ ​ ​ Matthew Morretti, Representing the Aquaculture Industry
Class D Director: Representing the Public at Large
 ​ John Arnold
Ex-Officio Members of the Board of Directors:
​ ​ ​ Representing the Commissioner of the Maine DOT
 ​ Chris Mayo
 ​ Representing the Commissioner of Maine DMR
​ ​ ​ Meredith Mendelson, Department of Marine Resources
 ​ Representing the Portland City Manager
​ ​ ​ Brendan O’Connell, Finance Director

PFPA Board Members Unable to Attend
Class B Directors: Nick Alfiero, Representing Groundfish Buyers
 Tim Merrill, Representing Groundfish Buyers
Class E Director: ​ Wesley Pelletier, District 2, Representing the City Council

Staff Present
​ ​ Diane Albert, PFEX
​ ​ Philip DiPierro, Facilities Manager
 Avery Novak, Associate Corporation Counsel
​ ​ Kaela Gonzalez, Program Coordinator
​ ​ Rachel Millette, Associate Corporation Counsel
Public​ ​
 There were approximately five (5) members of the public present.




​ Board Vice Chair Tracy Peace chaired the meeting for Board Chair Rob Odlin due to an
unstable internet connection.




 Page 3
 Agenda Item #1



1. Approval of Meeting Minutes
 a.​ September 18, 2025
 b.​ October 16, 2025

Motion to approve Meeting Minutes from September 18, 2025 and October 16, 2025.
O’Connell, 2nd Odlin

Approved 7-0

2. Financial Update. Kaela Gonzalez, Program Coordinator
Gonzalez presented the Portland Fish Pier Authority’s November 2025 Financial Statement,
noting that revenue is on target for the fiscal year and expenditures are higher than expected
due to a contribution to the Portland Fish Exchange. Also noted was the expected use of
$200,000 for the Shore Power Upgrade project.

3. Facilities Update. Phil DiPierro, Project Manager
DiPierro presented the Facilities Update. The Shore Power Upgrade project was awarded to the
low bidder, Northern Electric, and is expected to start within the next month. The city is exploring
a plan to run fiber from the Fish Pier to City Hall for security cameras in the Marine Trade Center
and Vessel Services area, with an estimated cost of around $20,000 plus monthly fees.
The Water Resources project located in the West Parking lot has been awarded with a projected
start date of July of next year and completion by Memorial Day 2027. New parking/no-parking
signs and stripping were completed at the two parking areas in front of the Fish Exchange
entrance. A contractor is lined up to fill sinkholes near Look's Lobster and the home birthing
area. The Mavadonis Landing floats have been relocated to Sorting Pier 1 for winter storage
and are available for smaller vessels. Odlin expressed concern that the floats take up valuable
berthing space, especially with new, larger vessels coming in. Tech Associates will perform a
general inspection of the piers and bulkhead wall, focusing particularly on Service Piers 1 and 3,
to ensure safety. Staff raised an issue with a state vehicle consistently parking in a no-parking
zone by the Harbormaster float and blocking a lane.

4. Portland Fish Exchange Update. Tracy Pearce, PFEX Subcommittee Chair
Pearce provided an update on the Portland Fish Exchange based on the November 13, 2025,
PFEX Subcommittee meeting. The Fish Exchange performed better than budgeted last month.
The crew is labeling new totes with the hope that more will be returned. The new condenser and
compressors are running well, though the control system needs a manual update. This will be
resolved when the new control system is updated in January. Cozy Harbor has been sold, and
the new buyer Aquashell, will assume the lease. Odlin presented Avery Novak with questions
regarding the possibility of amending the lease and timing. Lease terms can be negotiated in
2029, or proposed changes can be presented to see if they would be amendable. The
subcommittee voted to recommend to the PFPA Board the approval of a new buyer, Glennfish
Company. The subcommittee also discussed branding ideas that will be explored at further
meetings.




 Page 4
 Agenda Item #1



Motion to approve Glennfish Company as a new buyer at the Portland Fish Exchange.
Odlin, 2nd Arnold
Approved 8-0 (Chris Mayo joined after the meeting minutes vote)

5. Discuss and vote to approve Rob Odlin, Board President, signing of letter supporting
the adoption of the Fisheries Optimization Engine on behalf of the Board.
General discussion and concern over the organization responsible for producing the letter, and
the need for more information to better understand the concept. More clarification is also
needed regarding the appropriateness of the Board to sign something of this nature.

Motion to table the Fisheries Optimization Engine to the next meeting.
Odlin, 2nd Arnold
Approved 8-0

6. Discussion regarding review process for the Portland Fish Exchange Manager.
Evaluation Tool: Rachel Millette from the Corporation Council's office presented a template
evaluation (or "rubric"), which she created based on the manager's job description and a city
template.
Proposed Process: The suggested process involved:
Each individual board member completes their own evaluation.
The PFE Manager completes a self-evaluation.
All materials are shared with board members and the employee privately before the meeting.
The discussion of the evaluation takes place in an executive session with the employee present.
Discussion on Executive Session: There was debate over the format of the executive session.
Rachel Millette advised that employees generally have a right to be present when their
performance is being discussed in an executive session.
Board members (Rob Odlin and Mary Hudson) recalled the previous PFE Board process
involved the board discussing the review without the manager present, and then bringing him
back in to relay the conversation, expressing that they were more comfortable with that format.
Rachel agreed to research the legal allowance for a preliminary discussion without the manager.
Third-Party Feedback: Board members expressed concern that they lack the day-to-day
knowledge to assess some criteria, suggesting the need for third-party (360) feedback from PFE
staff or other entities. Rachel confirmed this is legally appropriate and suggested a separate
questionnaire might be needed for this purpose.
Resolution: The board decided to postpone the final approval of the process until the next
meeting to allow for further work. Board members were tasked with reviewing the template and
sending edits to Rachel, who would also research the executive session rules and potentially
develop a third-party questionnaire.

Motion to accept the proposed responsibilities for the Subcommittees as presented in
the meeting materials.
Mendelson, 2nd O’Connell




 Page 5
 Agenda Item #1


Vanmeter is comfortable presenting highlights from his report to the full board, with the full report
available in the meeting packet for review. Pearce plans to discuss where grants would fall
within the responsibilities. The Board discussed allowing members time to further review the
document and provide feedback.

Motion was withdrawn.

7. Discussion on Lobster Landings by Legal Federal Vessels at the Portland Fish
Exchange.
Odlin initiated a discussion about the Small Harbor Improvement Program (SHIP) grant. Chris Mayo
clarified that the SHIP grant cannot be retroactive, so it can not be used for the shore power project
but could fund other future projects. The grant is a two-step process: a letter of intent with a site
visit, followed by a detailed application with a strong budget and timeline. It is a 50-50
reimbursement-style grant, capped at $250,000 per project, but larger projects can be phased into
separate submissions. Mayo also highlighted the Port Infrastructure Development Program (PIDP)
grant, a federal program with awards up to $4-5 million and an 80-20 split, which could be matched
with SHIP grant funds to significantly reduce the City's contribution to large infrastructure projects.
Mendelson also mentioned other federal funds available for working waterfront development and
energy efficiency.

7. PFPA Board to Conduct a Review of the General Manager of the Portland Fish
Exchange at the next regular meeting.
Odlin would like to conduct a job review of the PFX General Manager at the next meeting. City
HR staff and along with Corporation Counsel, are working to create a rubric for the Board and a
self-evaluation for the General Manager. Mendelson requested time to discuss as a Board
before conducting the review. The Board will be forwarded the current job description (which
contains some dated information) and all other materials once available.

8. Board and Staff discussion on items not on the Agenda
Gonzalez provided an update on the Portland Harbor Dredge project. The CAD cell was
completed this spring, and dredging of the piers, wharves, and marinas will begin in December
and continue for two seasons. A turbidity curtain will be installed around the CAD cell in
November. The city is coordinating with owners regarding float and vessel movement. Odlin
stressed the fishing community's cooperation for displaced boats. Mendelson suggested a
future board discussion on liability for non-tenant boats on city piers.

9. Discussion of request from Waterfront ME on lease amendment.
Due to a recent development with the tenant, Cozy Harbor, the Board will also receive an
update from Dandreta in Executive Session.

Motion to enter into Executive Session pursuant to 1 M.R.S.A. 405(6)F and 5 M.R.S.A.
13119-A to review proprietary confidential information associated with the Waterfront ME
lease, and 1 M.R.S.A. 405(6)C and 405(6)E to discuss the Board’s rights and
responsibilities as it relates to the Cozy Harbor lease.




 Page 6
 Agenda Item #1


Hudson, 2nd O’Connell

No Public Comment
Approved 8-0, the Board entered Executive Session at approximately 3:05 pm. (Moretti joined
the meeting in Executive Session)

Motion to end Executive Session and return to the public meeting.
Arnold, 2nd Mendelson

Approved 9-0, the Board re-entered the public meeting at approximately 3:29 pm.


10. Next Regular Meeting Date: November 20, 2025 at 3:00 p.m.

11. Adjournment.
Motion to adjourn the meeting.
Hudson, 2nd Mendelson

Approved 7-0 (O’Connell and Mayo left prior to the vote)
The meeting was adjourned at approximately 5:09 p.m.

Attachments included in the meeting packet:

Portland Fish Pier Authority October 2025 Financial Update
October Facilities Update
October Portland Fish Exchange Update
Draft PFEX Purchasing Policy
Draft Portland Fish Exchange Subcommittee
Information on SHIP Grant Program




 Page 7
 Fish Pier Authority
 Agenda Item #2
 FY26 Budget Status
 As of January 8 2026

 FY26 vs.
 FY26 Budget YTD Balance % FY25YTD FY25 %
Revenue:
 Miscellaneous 5,275 6,403 (1,128) 121.4% 720 5,682 789.1%
 Berthing 6,888 16,955 (10,067) 246.1% -4,208 - 12,747 302.9%
 Parking 518,637 . 307,993 210,644 59.4% . 76,536 . 231,457 302.4%
 Ground Rent (Leases) 243,556 127,117 116,439 52.2% .. 30,6:J t - 96,506 :315.3%
 Interest Income 76 (76) -100.0%

 Total Revenue 774,356 458,467 315,889 59.2% 112,150 346,317 308.8%

Expenditures:
 Admin. and Maint. Servic, 93,117 55,494 37,623 59.6% 27,704 27,790 100.3%
 Travel/Training/Meetings 1,500 0 1,500 0.0% 0 0 #DIV/0!
 Contractual Services 30,263 5,356 24,907 17.7% 3,132 2,224 71.0%
 Engineering Services 26,000 0 26,000 0.0% 3,007 (3,007) -100.0%
 Printing/Copying 1,200 981 219 81.8% 0 981 #DIVIO!
 Equipment Repair 12,000 7,030 4,970 58.6% 0 7,030 #DIV/0!
 Land/Pier/Building RepaiJ 200,000 14,525 185,475 7.3% 11,148 3,377 30.3%
 Insurance 15,120 0 15,120 0.0% 0 0 #DIV/0!
 Supplies 13,500 2,402 11,098 17.8% 0 2,402 #DIV/0!
 Electricity 15,000 7,054 7,946 47.0% 827 6,227 752.6%
 Debt Service 9,822 405 9,417 4.1% 0 405 #DIV/0!
 Contributions 250,000 (250,000) 100.0%
 Total Expenditures 417,522 343,248 324,274 82.2% 45,818 297,430 649.1%

Net Revenues Over(Under) ExpE 356,834 115,219 241,615 66,332 48,887 73.7%




 Page 8
 Agenda Item #3
Public Buildings & Waterfront Division
Director Robert Kierstead




 To: Portland Fish Pier Authority Board
 From: Philip DiPierro, Facilities Project Manager
 Date: January 9, 2026
 RE: Facilities Update
 CC: Rob Kierstead, Director

 Please find below a listing of the monthly improvements to the Portland Fish Pier by the
 Public Buildings and Waterfront Division:

 Updates November thru December 2025
 ● The City is in the process of finalizing the execution of the contract for the shore power upgrade
 project. I expect work to begin within the next 1 to 2 weeks.
 ● TEC Associates has been hired to complete and update the inspection to Service Piers 1, 2, and 3.
 The inspection is planned for this month with a report to follow next month.
 ● City staff has reviewed options for installing fiber optics at the Fish Pier site, and connecting
 security cameras to the City’s network. The City is still working on funding options for moving
 the project forward.
 ● The City of Portland Water Resources west parking lot stormwater/sewer project is scheduled to
 start in July of 2026, and be completed by Memorial Day of 2027. Water Resources will provide
 an update during the winter, or earlier if needed.
 ● Fender system maintenance is ongoing. City staff will continue to develop a plan, and a scope of
 work for completing this project.
 ● The sinkholes at Look’s Lobster’s site, and adjacent to the home fleet berthing area have been
 filled and paved.
 ● General site maintenance and grounds maintenance continues throughout the facility.

 Updates October 2025
 ● The City received two bids for the shore power upgrade project. I am working with the City’s
 Purchasing Department to finalize a contract so that the project can start.
 ● City staff has reviewed options for installing fiber optics at the Fish Pier site, and connecting
 security cameras to the City’s network. The project will need to be funded before it can move
 forward.
 ● The City of Portland Water Resources west parking lot stormwater/sewer project is scheduled to
 start in July of 2026, and be completed by Memorial Day of 2027. Water Resources will provide
 an update during the winter, or earlier if needed.
 ● Fender system maintenance is ongoing. City staff will continue to develop a plan, and a scope of
 work for completing this project.
 ● New parking signage around the Fish Exchange site has been installed.
 ● The parking areas in front of the exchange, and the loading docks have been restriped.
 ● The sinkholes at Look’s Lobster’s site have been assessed. City staff is working with Look’s to
 determine a schedule for completing the work. A contractor has been hired to complete the work.
 ● The Mavodones Landing floats have been relocated to sorting pier 1 for the winter. They will be
 moved back to the Maodones Landing site in the spring, for the summer and fall seasons.
 ● General site maintenance and grounds maintenance continues throughout the facility.



 Public Buildings & Waterfront Administrative Offices
 212 Canco Road, Suite C, Portland, Maine 04103
 (207) 808-5400


 Page 9
Updates September 2025
 ● The pre-bid meeting for the shore power upgrade project was held on October 15’th. Bids are due
 by October 29’th.
 ● City staff is in the process of reviewing options for installing security cameras throughout the
 Fish Pier complex. The IT Department is pricing options for cameras and equipment to figure out
 the most cost-effective way to deploy the system i.e. standalone system vs connecting to the
 network.
 ● City of Portland Water Resources west parking lot stormwater/sewer project update to follow.
 ● Fender system maintenance is ongoing. City staff will continue to develop a plan, and a scope of
 work for completing this project.
 ● City staff is working with the Fish Exchange to update and reinstall new parking signage around
 the Fish Exchange site. New signs have been made and will be installed within the next month.
 ● City staff is working with the Fish Exchange to re-stripe the parking areas in front of the
 exchange, and to re-stripe the loading docks. A striping company has been hired and work is
 expected to be completed the weekend of the 18’th.
 ● The sinkholes at Look’s Lobster’s site have been assessed. City staff is working with Look’s to
 determine a schedule for completing the work.
 ● General site maintenance and grounds maintenance continues throughout the facility.

Updates August 2025
 ● The bid package for the shore power upgrade project has been sent to the City’s Purchasing
 Department for review. It is currently in the queue for review. Once approved, it will be
 advertised for bidding.
 ● City staff met a second time with a vendor to look at a portion of the Fish Pier site for the
 installation of security cameras. A revised proposal has been received and it is currently under
 review by City staff.
 ● City staff has inspected the fender system of all the piers to assess maintenance needs. Several
 piles need to be either pulled and rebolted, or replaced. There are also several chocks and walers
 that need to be either repaired or replaced. City staff will develop a plan and scope of work for
 completing this project.
 ● City staff is working with the Fish Exchange to update and reinstall new parking signage around
 the Fish Exchange site. Several signs are missing and faded and need to be replaced.
 ● City staff is working with the Fish Exchange to re-stripe the parking areas in front of the
 exchange, and to re-stripe the loading docks.
 ● General site maintenance and grounds maintenance continues throughout the facility.

Updates July 2025
 ● A bid package for the shore power upgrade project has been sent to the City’s Purchasing
 Department for review. Once approved, it will be advertised for bidding.
 ● City staff met with a vendor to look at a portion of the Fish Pier site for the installation of security
 cameras. A proposal has been received and it is currently under review by City staff.
 ● City staff has inspected the fender system of all the piers to assess maintenance needs. Several
 piles need to be either pulled and rebolted, or replaced. There are also several chocks and walers
 that need to be either repaired or replaced. City staff will develop a plan and scope of work for
 completing this project.
 ● The parking lot striping project on the west side (next to GMRI) of the Fish Pier site has been
 completed.
 ● Grounds maintenance for the season is ongoing.
 ● General site maintenance continues throughout the facility.

 Public Buildings & Waterfront Administrative Offices
 212 Canco Road, Suite C, Portland, Maine 04103
 (207) 808-5400

 Page 10
Updates May through June 2025
 ● Engineering and plans have been completed for the shore power upgrade project in the net yard
 and sorting pier one. The project is ready for bidding upon securing financing.
 ● A local contractor has been hired to complete the restriping and numbering of the parking lot on
 the west side (next to GMRI) of the Fish Pier site. The work is expected to take place within the
 next month.
 ● Several camels throughout the facility have been cleaned of marine growth and several camel
 chains and weights have been replaced due to corrosion and wear.
 ● Grounds maintenance for the season is ongoing.
 ● Ongoing maintenance continues throughout the facility.

Updates March through April 2025
 ● Engineering and plans have been completed for the shore power upgrade project in the net yard
 and sorting pier one. City staff has reviewed it with the Fish Pier Board and Fish Pier staff, and a
 bid package has been prepared. The project is ready for bidding upon securing financing.
 ● City staff met with an engineer/representative of TRC Companies, an engineering firm involved
 with the dredge operation in the harbor, to discuss the next phase of dredging. Dredging is
 expected to take place between November 2025 through March 2026. The next phase will involve
 dredging in the area of the Fish Pier.
 ● Grounds maintenance for the season is ongoing.
 ● Ongoing maintenance continues throughout the facility.

Updates January through February 2025
 ● Engineering and plans have been completed for the shore power upgrade project in the net yard
 and sorting pier one. City staff has reviewed it with Fish Pier staff and a bid package is being
 prepared. The project is scheduled to go out to bid in April or May.
 ● Grounds maintenance for the season is ongoing.
 ● Ongoing maintenance continues throughout the facility.

Updates December 2024
 ● City staff met again with an electrical engineer to discuss options for replacing or upgrading the
 shore power units in the Net Yard and on Sorting Pier 1. Once a contract is signed, engineering
 for a bid package will begin.
 ● Grounds maintenance for the season is ongoing.
 ● Ongoing maintenance continues throughout the facility.

Updates October through November 2024
 ● City staff is met with an electrical engineer to discuss options for replacing or upgrading the shore
 power units in the Net Yard and on Sorting Pier 1.
 ● Grounds maintenance for the season is ongoing. Salt/sand barrels have been set up and filled for
 the season, and common areas have been cleared for plowing.
 ● Ongoing maintenance continues throughout the facility to address a list of items that includes
 repair and/or replacement of loose/broken chocks, walers, piles, etc.




 Public Buildings & Waterfront Administrative Offices
 212 Canco Road, Suite C, Portland, Maine 04103
 (207) 808-5400

 Page 11
Page 12
Page 13
Page 14
Page 15
Page 16
Page 17
Page 18
Page 19
 Agenda Item# 4b



 1 PORTLAND FISH EXCHANGE
 2 RULES & REGULATIONS
 3 JANUARY 2026
 4
 5 1. ADMINISTRATION OF THE EXCHANGE ......................................................... 3
 6 1.1. Purpose..................................................................................................................... 3
 7 1.2. Hours of Operation .................................................................................................. 3
 8 1.3. Personnel .................................................................................................................. 3
 9 2. SEAT HOLDERS – ADMISSION OF BUYERS AND PRIVILEGES .................... 4
10 2.1. Seat Holders ............................................................................................................. 4
11 2.2. Privileges.................................................................................................................. 4
12 2.3. Compliance .............................................................................................................. 4
13 2.4. Purpose..................................................................................................................... 4
14 2.5. Application Procedure ............................................................................................. 5
15 2.6. Annual Fee ............................................................................................................... 5
16 2.7. Representatives ........................................................................................................ 5
17 2.8. Suspension ............................................................................................................... 6
18 3. ADMISSION OF SELLERS AND SELLER REPRESENTATIVES ....................... 6
19 3.1. Sellers ....................................................................................................................... 6
20 3.2. Agent Authorization form ........................................................................................ 6
21 3.3. Sellers As Their Own Representative ...................................................................... 6
22 3.4. Seller’s Representatives ........................................................................................... 6
23 3.5. Independent Agents ................................................................................................. 7
24 4. PRE-AUCTION PROCEDURES ............................................................................... 7
25 4.1. Types of Fish Accepted ........................................................................................... 7
26 4.2. Check in Trucks and Vessels ................................................................................... 7
27 4.3. Execution of Rules ................................................................................................... 7
28 4.4. Seafood by Species .................................................................................................. 8
29 4.5. Hailing by Vessels ................................................................................................... 8
30 4.6. Culling...................................................................................................................... 8
31 4.7. Prohibited Fish ......................................................................................................... 8
32 4.8. Containers ................................................................................................................ 8
33 4.9. Tare .......................................................................................................................... 8
34 4.10. Lot Sizes................................................................................................................. 9
35 4.11. Labeling Lots ......................................................................................................... 9
36 4.12. Sampling of Pre-Culled/Pre-Weighed Seafood .................................................... 9
37 4.13. No Warranties by Exchange .................................................................................. 9
38 4.14. Hailing by Trucks .................................................................................................. 9
39 4.15. Truck Unloading .................................................................................................. 10
40 4.16. Display of Seafood ............................................................................................... 10
41 4.17. Auction Information............................................................................................. 10
42 4.18. Inspection of Seafood .......................................................................................... 10
43 4.19. Auction Fish Grading……………………………………………………………10
44 5. AUCTION RULES ................................................................................................... 10
45 5.1. Time of Auction ..................................................................................................... 10
46 5.2. Credit Availability ................................................................................................. 11
47 5.3. Start of Auction ...................................................................................................... 11
48 5.4. Amounts Subject to Bid ......................................................................................... 11
 1

 Page 20
49 5.5. Bidding................................................................................................................... 12
50 5.6. Close of Bidding: Designation of Lots: Refusal .................................................... 12
51 5.7. Further Sales .......................................................................................................... 12
52 5.8. Sale is Final ............................................................................................................ 12
53 5.9. Payment of Seller ................................................................................................... 12
54 5.10. Removal ............................................................................................................... 13
55 5.11. Shipping ............................................................................................................... 13
56 5.12. Removal of Lobsters ............................................................................................ 13
57 5.13. Title ...................................................................................................................... 13
58 5.14. Buyers Billing ...................................................................................................... 13
59 5.15. Disclaimer of Warranties ..................................................................................... 14
60 5.16. Governing Authority ............................................................................................ 14
61 5.17. Posting.................................................................................................................. 14
62 5.18. Merchants ............................................................................................................. 14
63 5.19. Buyer Responsibility............................................................................................ 15
64 6. DEFERRED DELIVERY AUCTION AGREEMENTS .......................................... 15
65 6.1. Introduction ............................................................................................................ 15
66 6.2. Seller Requirements ............................................................................................... 15
67 6.3. Buyer Requirements............................................................................................... 15
68 6.4. Offers for Contracts ............................................................................................... 16
69 6.5. Post Auction Activity............................................................................................. 17
70 6.6. Defaults .................................................................................................................. 17
71 7. PROVISIONAL CREDIT TO AND REPAYMENT BY BUYER .......................... 18
72 7.1. Letter of Credit-Cash Deposit Requirements ......................................................... 18
73 7.2. Provisional Credit .................................................................................................. 18
74 7.3. Repayment of Exchange: Defaults......................................................................... 19
75 7.4. Remedies ................................................................................................................ 20
76 7.5. Other Documents ................................................................................................... 20
77 8. RESOLUTION OF DISPUTES; SANCTIONS ....................................................... 20
78 8.1. Initial Resolution.................................................................................................... 20
79 8.2. Appeal .................................................................................................................... 20
80 8.3. Arbitration .............................................................................................................. 20
81 8.4. Sanctions ................................................................................................................ 21
82 8.5. Conclusive Effect ................................................................................................... 21
83 9. MISCELLANEOUS ................................................................................................. 21
84 9.1. Totes ....................................................................................................................... 21
85 9.2. Storage ................................................................................................................... 21
86 9.3. Sellers ..................................................................................................................... 22
87 9.4. Visitors ................................................................................................................... 22
88 9.5. Purchases or Sales by the Exchange ...................................................................... 23
89 9.6. Discretion ............................................................................................................... 23
90 9.7. Release and Indemnity ........................................................................................... 23
91 9.8. Indemnification of Exchange ................................................................................. 24
92 9.9. Statute of Limitations ............................................................................................. 24
93 9.10. Amendments ........................................................................................................ 24
94 9.11. Separability .......................................................................................................... 24
95
96
 2

 Page 21
 97
 98 1. ADMINISTRATION OF THE EXCHANGE
 99
100 1.1. Purpose
101
102 The Portland Fish Exchange provides a major, regional display-type auction facility
103 on the Portland Fish Pier in Portland, Maine, at which any seller of seafood, able and
104 willing to comply with these Rules, may participate as a seller, and at which seat
105 holders, complying with these Rules may buy. It also strives to support, enhance and
106 promote the region’s seafood industry.
107
108 1.2. Hours of Operation
109
110 The facilities of the Exchange are open on such days of the week and at such hours
111 as may be established by the Exchange Manager and approved by the Board of
112 Directors, from time to time.
113
114 1.3. Personnel
115
116 The Exchange will hire and retain such permanent and part-time employees as may
117 be necessary or appropriate. Conflicts with these shall be as follows:
118
119 1.3.1. Exchange Manager
120
121 An Exchange Manager shall be appointed by the Board of Directors. He/She shall
122 be a disinterested person, or shall not own nor be in the employ of any seat holder
123 of the Exchange, nor any entity owning a vessel which uses the Exchange. He/She
124 shall be knowledgeable as to business matters generally, and the fishing industry
125 in particular. He/She shall also be responsible for the general management of the
126 operations of the Exchange, the enforcement of these Rules (except to the extent
127 otherwise expressly provided herein), the collection and disbursement of funds,
128 the preparation of an annual budget for the Exchange, and such other duties and
129 obligations as the Board of Directors may determine.
130
131 1.3.2. Operations Manager; Office Manager
132
133 The Exchange shall employ one or more Operations Managers and an Office
134 Manager. The Operations Managers shall be responsible for assisting the
135 Exchange Manager in the performance of his or her duties. The Office Manager
136 shall be responsible for supervising and managing office employees and related
137 office matters. During all regular hours of operation, there shall be present on the
138 Exchange premises, at least one assigned Manager on Duty.
139
140 1.3.3. Assistants, Clerks
141
142 The Exchange shall employ clerks and assistants as may be necessary or
143 appropriate.
144
 3

 Page 22
145 1.3.4. Other Employees
146
147 The Exchange shall further employ such part-time or full-time employees,
148 including cullers and floor personnel, as may be necessary or appropriate.
149
150 1.3.5. Auction Management
151
152 The Exchange shall employ a minimum of two individuals trained to run and
153 manage the electronic auction system.
154
155 1.3.6. Relationships
156
157 No employees of the Exchange shall be related by blood or marriage to the
158 Exchange Manager. No employee shall own or be in the employ of any seat
159 holder of the Exchange or any entity owning a vessel using the exchange without
160 the express permission of the General Manager.
161
162
163 2. SEAT HOLDERS – ADMISSION OF BUYERS AND PRIVILEGES
164
165 2.1. Seat Holders
166
167 All references to a “seat holder” in these Rules shall refer to a person or entity which
168 has been duly admitted to the Exchange, in order to have buying privileges thereon,
169 and is in good standing with the Exchange. Such persons may include any and all
170 sellers of seafood wishing to have the right to bid on and buy either their own or
171 others’ seafood. Seat holder memberships and privileges are non-transferable.
172
173 2.2. Privileges
174
175 The privileges of a seat holder include the right to admission to the auction room and
176 other Exchange facilities, the ability to bid at Exchange auctions, and, for seat holders
177 who have properly posted a letter of credit the right to receive credit from the
178 Exchange, all in accordance with these Rules.
179
180 2.3. Compliance
181
182 Seat holders are required to comply fully with these rules at all times. Each seat
183 holder will be required to sign 2 copies of the Rules, acknowledging his knowledge of
184 them, and shall file this acknowledgement with General Manager.
185
186 2.4. Purpose
187
188 Seats on the Exchange are intended for the accommodation of all fresh seafood
189 dealers and wholesale and retail purchasers, or good credit and business standing who
190 have either posted letters of credit as provided in Section 7.1 hereof or are prepared to
191 provide cash-equivalent deposits and who wish to purchase seafood, discharged by
192 vessels or trucks at the Portland Fish Exchange, in accordance with these Rules.
 4

 Page 23
193
194 2.5. Application Procedure
195
196 In order to become a seat holder on the Exchange, a person or entity shall fill out and
197 execute an application for an Exchange Seat and shall provide such additional
198 information to the Exchange Manager or the Board of Directors as either may require.
199 The Board of Directors shall consider the application and vote on the admission of
200 such applicant at a properly convened Board of Directors meeting.
201
202 Each application for a regular seat or a shrimp seat as defined under Rule 2.6.1 shall
203 be accompanied by a $250.00 application fee. Said application fee will be retained by
204 the Exchange if the applicant is accepted as a seat holder by the Exchange, and
205 returned to the applicant if the applicant is not accepted as a seat holder.
206
207 2.5.1. New Seat Applicant Auction Privileges
208 Upon receipt of a properly posted cash deposit or letter of credit, the General
209 Manager may grant a new seat applicant the privilege of purchasing fish on the
210 auction before a Board of Directors’ admission.
211
212 2.6. Annual Fee
213
214 Eliminated by Board of Directors action.
215
216 2.6.1. Shrimp Seat
217
218 In addition to the regular seats on the Exchange, as described herein above, the
219 Exchange will issue a shrimp seat permitting holders thereof to purchase only
220 shrimp at any auction to be held nightly or at such other times as may be
221 determined by the Exchange Manager and approved by the Board of Directors.
222 Upon approval of the application by the Exchange, each seat holder shall incur an
223 annually recurring seat holder fee of $250.00 to cover the period from such
224 approval for the next consecutive twelve (12) month period. In each case, $250.00
225 of such fee shall be credited to payment of standard or special product handling
226 fees incurred by the seat holder during the period covered by such fee. Except as
227 otherwise provided in Rule 2.6.1, a holder of any shrimp seat shall have all rights
228 and obligations of a seat holder hereunder and any and all references in these
229 Rules to as “seat holder” shall be deemed to refer as well to a holder of a shrimp
230 seat.” The holder of a shrimp seat may, at its option, apply for a regular seat on
231 the Exchange. Regular seat holders as well may bid at the shrimp auction.
232
233
234 2.7. Representatives
235
236 Seat holders may authorize individuals, or representatives, to incur charges on the
237 seat holder’s account, or assign seafood or other items for carriage. Each
238 representative must be identified to the Exchange. Seat holders shall give the
239 Exchange prior notice of any change in representatives. The Exchange retains at all
240 times the right to deny access to its premises or to a seat holder’s account to any
 5

 Page 24
241 person who is unable to provide satisfactory proof that he or she is an authorized
242 representative.
243
244 Notwithstanding any of the foregoing it is not the responsibility of the Exchange to
245 police the representatives of either buyers or sellers on behalf of their principals. Any
246 action taken by a person purporting to act on behalf of any buyer or seller shall,
247 insofar as the rights of the Exchange are concerned, be deemed to be the act of such
248 buyer or seller. The Exchange retains at all times the right to deny access to its
249 premises to any person whose presence, in the Exchange’s judgment, is detrimental to
250 the operation of the Exchange.
251
252 2.8. Suspension
253
254 Seat holder privileges may be suspended due to violation of these Rules by the seat
255 holder or its representative, failure to pay the Exchange in accordance with these
256 Rules, or for other good cause. Suspension may be implemented by action of the
257 Board of Directors, and immediate suspension on an interim basis may be
258 implemented by the Exchange Manager or the acting Board President. Interim
259 suspensions shall terminate ten (10) days after the commencement thereof, unless the
260 Board of Directors of the Exchange orders the suspension of privileges prior to such
261 time.
262
263 3. ADMISSION OF SELLERS AND SELLER REPRESENTATIVES
264
265 3.1. Sellers
266
267 Any individual, vessel, or business whether domestic or foreign – may place seafood
268 which meets the requirements of these Rules for sale.
269
270 3.2. Agent Authorization form
271
272 Prior to (or at the time of) the seller’s first auction an agent authorization form must
273 be completed by the seller and provided to the Exchange. The information required is:
274 Vessel Name, Owner’s Name, address, telephone number, country of origin,
275 designated seller’s representative, and any other information which the Exchange
276 may require. The agent authorization for must be accepted by the Exchange before
277 payment for the fish can occur. Payment will be made as requested on the form.
278 Deviation from the form will require the Exchange Manager’s approval.
279
280 3.3. Sellers As Their Own Representative
281
282 The Exchange encourages vessel owners or captains to represent their own seafood.
283
284 3.4. Seller’s Representatives
285
286 Persons or entities wishing to operate at the Exchange in the role of Seller’s
287 Representative must apply for the privilege. A fee, as determined by the Board of
288 Directors, will be charged for the privilege. A Seller’s Representative will be
 6

 Page 25
289 interpreted as an entity, not one individual person. Each Seller’s Representative must
290 be approved by the Board of Directors. The General Manager may tentatively
291 approve a Seller’s Representative pending a Board meeting. Seller’s Representatives
292 assume the function of seller in these Rules. Anyone representing a seller who is
293 neither the seller nor in the direct employ of the seller must be a registered seller’s
294 representative.
295
296 3.5. Independent Agents
297
298 While Seller’s Representatives must apply to the Exchange for the privilege of
299 representative sellers at the Exchange, Seller’s Representatives are representatives for
300 the individual seller. The Exchange makes no warranty as to the ability, business
301 practices, financial stability, or, in any way endorses any Seller’s Representative.
302
303
304 4. PRE-AUCTION PROCEDURES
305
306 4.1. Types of Fish Accepted
307
308 The Exchange will be open to all fresh seafood species as the Board of Directors may
309 deem acceptable. All seafood delivered to the Exchange by vessel or truck must
310 comply with all applicable federal, state and local laws and regulations, including,
311 without limitation, all laws and regulations relating to the size or species of seafood.
312
313 4.2. Check in Trucks and Vessels
314
315 Upon arrival at the Exchange, the captain of a vessel, a truck driver, or his designated
316 representative, shall check in at the office located in the auction building (“Office”)
317 where he shall provide the following information: The estimated amount, in pounds,
318 of each species of seafood offered for sale through the Exchange, and such other
319 information as the Board of Directors or Exchange Manager shall require.
320
321 Each new vessel and any fish under any name other than that of a vessel with a valid
322 agent authorization form must specify the Port of Origin, the gear type, and the
323 general length of the trip.
324
325 It is the responsibility of each vessel’s captain or truck driver, or any designated
326 representative, to assure that the information provided is complete and accurate. The
327 Exchange assumes no responsibility for incomplete or inaccurate information.
328
329 The Exchange will complete a “receive slip” for all fish arriving by truck,
330 immediately after each individual vessel’s fish are removed from the truck. The
331 Exchange Manager may provide for alternate means of check-in of trucks and
332 vessels.
333
334 4.3. Execution of Rules
335

 7

 Page 26
336 Fish will not be accepted by the Exchange on behalf of any seller who has not either
337 himself/herself or through an authorized representative agreed to abide by these Rules
338 by execution of an agent authorization form.
339
340
341 4.4. Seafood by Species
342
343 Preference will be given to seafood delivered to the Exchange by vessel or truck,
344 which is separated by species.
345
346 4.5. Hailing by Vessels
347
348 All vessels should hail the Exchange at least 24 hours before arriving at the
349 Exchanges’ finger piers. No hail will be accepted more than four days in advance.
350 When hailing, such vessels must state their estimated time of arrival and the estimated
351 amount in pounds of seafood that the vessel will unload and the amount of such
352 seafood, if any, boxed on board and a breakdown of species, if possible. All
353 information provided by a vessel when hailing will be made available to the public.
354 Hails will be accepted in the order received. Unloading times and location will be
355 determined by management.
356
357 4.6. Culling
358
359 Seafood will be offered on auction in accordance with a schedule of species and sizes
360 to be established by the Board of Directors. This cull schedule will be made available
361 to all Exchange customers and conspicuously displayed at the culling stations.
362
363 4.7. Prohibited Fish
364
365 Exchange employees will immediately return to the vessel or truck delivering
366 seafood, all seafood that appears not to comply with federal, state or local laws and
367 regulation which prohibit the taking, possession, or sale of certain species of seafood
368 or of seafood outside specified size limitations, unless otherwise instructed by federal,
369 state or local authorities. The Exchange Manager or on-duty operation manager may
370 reject seafood that he deems contaminated or unfit for human consumption.
371
372 4.8. Containers
373
374 Seafood, other than pre-culled seafood, will be sorted in containers by Exchange
375 employees. Each container will contain no less than a standard weight of one species
376 and one cull of seafood (or “item”). A partial container labeled as such will be made
377 up for each amount of the same item less than the standard weight. Alternately, any
378 item may be chosen by the Board of Directors to utilize exact weights. Each container
379 will be marked with its individual weight, less than the specified tare.
380
381 4.9. Tare
382

 8

 Page 27
383 Each container of each item will contain the standard net weight of the item. If
384 standard weights are not used, each container will be marked with the net weight of
385 the container’s contents. The Board of Directors will establish a tare schedule to
386 reasonably ensure that the net weight of the container contents equals its listed
387 weight.
388
389 4.10. Lot Sizes
390
391 Totes containing seafood will be divided into lots by Exchange employees. The full
392 lot will be no more than 1,200 lbs. Lot sizes smaller than 1,200 lbs. may be specified
393 for any species and cull by the General Manager. Each lot, whether a full lot, a partial
394 lot, or a lot weighed using exact weights, will be tagged specifying its total net
395 weight.
396
397 4.11. Labeling Lots
398
399 An Exchange employee will prepare and attach to each lot a label bearing the name of
400 the vessel from which the seafood was obtained (or other name supplied) and the
401 species and cull of the seafood.
402
403 4.12. Sampling of Pre-Culled/Pre-Weighed Seafood
404
405 When pre-culled and pre-weighed seafood is received from a seller, approximately
406 ten (10) percent of the seafood will be selected at random by Exchange employees.
407 The listed weight and the cull will be checked against Exchange weight and cull
408 standards. If the Exchange deems the sample does not comply with Exchange
409 standards, none of the pre-culled seafood may be offered for sale unless it is culled
410 and weighed by the Exchange.
411
412 If any of the sampled seafood appears not to comply with federal, state, or local laws
413 and regulations which prohibit the taking, possession, or sale of certain species of
414 seafood, the seller will not be permitted to unload any other seafood of that species
415 unless it is culled and weighed by the Exchange.
416
417 4.13. No Warranties by Exchange
418
419 The Exchange makes no warranties, express or implied, that any sample of seafood,
420 whether or not labeled as such, is representative, as to weight, cull or quality, of the
421 lot of which it is or purports to be, a sample. Any oral or written representations to the
422 contrary by any Exchange representative shall be without effect.
423
424 4.14. Hailing by Trucks
425
426 All trucks delivering seafood for sale through the Portland Fish Exchange must hail
427 the Exchange at least 12 (twelve) hours before arriving at the Exchange. On hailing, a
428 truck must state its estimated time of arrival at the Exchange and reserve a time
429 during which it will be permitted to use an unloading bay specified by the Exchange.
430 When hailing, a truck must also state the amount, in pounds, of seafood that it will
 9

 Page 28
431 unload and the port of origin of the seafood and a breakdown of species, if possible.
432 All information provided by a truck when hailing will be made available to the
433 public. Trucks failing to comply with this hailing requirement will be permitted to
434 unload their seafood at the Exchange only as time and space permit.
435
436
437 4.15. Truck Unloading
438
439 There will be three truck bays for unloading seafood. Each truck must deliver its
440 seafood to the tailgate of the truck for receipt by Exchange employees.
441
442 4.16. Display of Seafood
443
444 Lots of seafood will be transported to the auction floor and arranged in a grid matrix
445 system by seller and cull. At all times, movement of seafood onto or off the auction
446 floor shall be a matter within the discretion of the Exchange Manager or on duty
447 Manager.
448
449 4.17. Auction Information
450
451 There will be a computer printout (Auction Detail) that will be distributed prior to an
452 auction containing pertinent information for that auction. The contents of this
453 information will be determined by Board of Directors.
454
455 4.18. Inspection of Seafood
456
457 Inspection of seafood will be permitted at the first buyer’s request, not to exceed three
458 hours preceding each auction. Buyers wishing to inspect stacked totes may request
459 that the totes be un-stacked, if time permits. After such inspection, the totes will be
460 re-stacked by Exchange employees. Only Exchange employees may move a tote from
461 its designated lot.
462
463 4.19. Grading of Seafood
464
465 Fish will normally be graded by a third party for buyers not available to grade fish
466 on site. When a third-party grader is not available, Portland Fish Exchange
467 employees with adequate training will grade the fish.
468
469
470 5. AUCTION RULES
471
472 5.1. Time of Auction
473
474 Seafood auctions will be held on such days of the week and at such times as may be
475 determined by the Board of Directors. Notice of them will be posted on either the
476 Exchange premises or otherwise announced by the Exchange. Special auctions may
477 be held at the discretion of the General Manager. As much advance notice as possible
478 will be given for the buyers to prepare for these auctions.
 10

 Page 29
479
480 5.2. Credit Availability
481
482 The “Open to Buy” status of all buyers shall be periodically computed during the
483 auction. If the credit availability of such buyer is insufficient to permit the buyer to
484 purchase even the Minimum Purchase (after taking into account all ancillary amounts
485 payable by the buyer as described at Section 5.15 hereof), the buyer may be barred
486 from bidding; and, if allowed, the sale may be annulled by the auctioneer who may
487 reopen bidding on the same lot. Where the credit availability of the buyer is sufficient
488 to purchase at least the Minimum Purchase, such buyer shall promptly determine the
489 amount of seafood to be bought on this bid, which may not be in excess of that
490 bidder’s remaining credit availability for that day.
491
492 5.3. Start of Auction
493
494 Unless delayed by consent of all bidders or by the Exchange Manager, the auction
495 shall begin promptly at the designated time. The Exchange shall name any new
496 buyers. Rules for the conduct of the auction are:
497
498 5.3.1. All products are sold without any representations or warranties by the
499 Exchange
500
501 5.3.2. The highest bidders will be acknowledged by the Exchange
502
503 5.3.3. The seller shall have the right to reject the final bid (that is, that the auction
504 is “with reserve”), and that the Exchange itself reserves the right to reject
505 any bid
506
507 5.3.4. The Exchange will not accept bid or other price instructions in advance of
508 an item being offered for sale from buyers or sellers. The Exchange will not
509 execute bid or other price instructions from buyers or sellers.
510
511 5.3.5. The Rules and Regulations of the Portland Fish Exchange and, to the extent
512 not inconsistent with said Rule and Regulations, the Maine Uniform
513 Commercial Code, II M.R.S.A  2-2328, apply to the auction.
514
515 5.3.6. Tax, sales, use tax and customs charges may apply
516
517 5.3.7. Such other terms as may be prescribed by the Exchange Manager
518
519 5.4. Amounts Subject to Bid
520
521 Seafood will be offered for sale in lots. All lots of each species or cull will be offered
522 at one time. Upon the close of bidding, the highest bidder will be deemed to have
523 purchased at least one lot of that cull, and in addition, may have an option to
524 purchase, at the same accepted price, additional lots up to an amount as determined
525 by the Board of Directors.
526
 11

 Page 30
527 5.5. Bidding
528
529 The Exchange will announce the highest bid and may advance the bidding by any
530 increment. No bid may be retracted by the bidder for any reason. The Exchange
531 reserves the right to reject any bid at its discretion. Upon receiving the highest bid,
532 the Exchange shall signal the close of bidding. Bidders are strictly prohibited from
533 entering into any agreements intending to artificially depress bidding prices. Any seat
534 holder or persons determined by the Exchange to be engaging in such practices may
535 be immediately compelled to leave the Exchange premises, may be immediately
536 barred from participating in auctions, may have their seat holder privileges suspended
537 by the Exchange on an interim basis, and may be subject to indefinite suspension by
538 action of the Board of Directors.
539
540 5.6. Close of Bidding: Designation of Lots: Refusal
541
542 Upon the close of bidding, the high bidder shall promptly, as determined by the
543 Exchange, so as not to delay the auction, announce which of the lots under bid, said
544 bidder wishes to purchase. Sellers or their representatives shall promptly decide
545 whether to refuse the bid price with respect to any of their lots under bid. In the event
546 of a refusal by the sellers of a bid, or a lot which receives no bid, the Exchange may
547 solicit follow-up bidding in a manner as determined by the Board of Directors.
548 Refused or no bid fish remains the property of the seller and may be removed by the
549 seller or left for the next auction.
550
551 5.7. Further Sales
552
553 After completion of the foregoing matters, the Exchange shall than offer for bidding
554 the balance (if any) of that item. When the entire amount of any one item has been
555 offered, the Exchange shall proceed to the next item and shall repeat the foregoing
556 process.
557
558 5.8. Sale is Final
559
560 Neither the buyer nor seller may, insofar as the Exchange and its entitlement to
561 payment is concerned, annul the sale or reject or revoke acceptance for any reason
562 whatsoever, (The Exchange, however, may annul a sale because of insufficient credit
563 of the buyer or for other good cause.) The opportunity of the buyer to inspect the
564 seafood prior to the auction, as described at Section 4.19 hereof shall, insofar as the
565 Exchange is concerned, conclusively be deemed adequate opportunity to determine
566 any defects in the product. Thus, under no circumstances, may the buyer refuse to
567 take any and all steps necessary to consummate the sale; and if purchasing on the
568 Exchange’s credit, to repay the Exchange in accordance with Section 7.3 hereof.
569 However, notwithstanding the foregoing, nothing contained herein shall be deemed a
570 waiver by any buyer or seller of any claims or causes of action that he or she may
571 have against the other.
572
573 5.9. Payment of Seller
574
 12

 Page 31
575 The clerk shall determine the amount of payment due to such seller, deducting from
576 the sale price the seller’s charge as established by the Board of Directors. Any unpaid
577 and applicable tote or boxing charges, storage fees, and any other applicable fees and
578 charges, due and outstanding to the Exchange, will be deducted from the seller’s next
579 settlement or billed, if such arrangements have been made with the Exchange. The
580 Exchange shall issue, on the next following business weekday, a check to the seller
581 for the appropriate amount.
582
583
584
585
586
587 5.10. Removal
588
589 No seafood shall be physically removed from the facility before the end of that day’s
590 entire auction, unless such early removal is deemed appropriate at the discretion of
591 the Exchange Manager.
592
593 5.11. Shipping
594
595 After completion of that day’s entire auction (or when deemed appropriate by the
596 Exchange), all pallets containing sold seafood will be moved by Exchange personnel
597 to the end of the truck loading dock. Each buyer is responsible for ensuring that his or
598 her seafood is placed on the proper truck, and each assumes all risks of loss or of
599 damage to the seafood. Any sold seafood remaining on the dock more than a
600 reasonable time after the completion of the auction shall be placed in Exchange
601 storage.
602
603 5.12. Removal of Lobsters
604
605 A buyer of lobsters shall have up to four (4) hours after the beginning of the auction,
606 and prior to removal of the purchase from the auction, to properly inspect and accept
607 the purchase. Any improper cull of the product that is found within the four (4) hour
608 time period provided herein, shall remain the responsibility of the seller.
609
610 5.13. Title
611
612 The Exchange shall not be deemed to have title to any seafood. The Exchange shall
613 not be required to obtain any insurance for seafood or other property of any person on
614 its premises. Upon acceptance by the seller of the bid price, title to the chosen lots
615 shall pass to the buyer.
616
617 5.14. Buyers Billing
618
619 The total dollar transaction amount shown on the buyer’s invoice for any one day
620 shall include the following:
621
622 5.14.1. Pounds of product purchased at bid price
 13

 Page 32
623
624 5.14.2. Per pound fees
625
626 5.14.3. Any minimum fees applicable
627
628 5.14.4. Any additional charges (including, but not limited to, those set forth
629 below) may be billed as individual invoices either daily or weekly
630
631 5.14.4.1. Amounts owed for outstanding totes and pallets that have not been
632 returned within a time set by the Board of Directors
633
634 5.14.4.2. Any fees assessed during the normal course of business at the
635 Exchange
636
637 5.14.4.3. Any services or products requested after purchase and prior to
638 shipping at a fee equal to the current posted price
639
640 5.14.4.4. An appropriate amount for sales or use tax is applicable, except for
641 exempt buyers.
642
643 5.15. Disclaimer of Warranties
644
645 The Exchange makes no warranties, express or implied, as to the title, quality,
646 legality, merchantability or fitness for purpose of any seafood sold on its premises nor
647 does it warrant that any sample of seafood, whether or not designated as such, is
648 representative as tote weight, cull or quality of the lot of which it is or purports to be a
649 sample. Any oral or written representations to the contrary by any Exchange
650 representative shall be without effect. This section 4.13 shall not negate nor affect any
651 warranty, express or implied, made or deemed made under law by any seller.
652
653 5.16. Governing Authority
654
655 The auction shall be governed by the applicable Rule and Regulations of the PFE.
656 These Rules shall be construed in accordance with II M.R.S.A2-328 of Maine’s
657 Uniform Code and the general laws of the State of Maine.
658
659 5.17. Posting
660
661 Article IV of the Rules, or such abbreviated version thereof as may be approved by
662 the Board of Directors, shall be posted in the auction room or otherwise made freely
663 available to persons using the Exchange. Copies of the Rules shall at all times be
664 available to buyers and sellers at the office.
665
666 5.18. Merchants
667
668 Each seat holder and seller participating in sales through the Exchange acknowledges
669 and agrees that he/she is a person who deals in seafood or otherwise holds

 14

 Page 33
670 himself/herself out as having knowledge or skill relating to the seafood business or to
671 the sale or purchase of seafood.
672
673 5.19. Buyer Responsibility
674
675 Each buyer is responsible for his or her buyer’s invoice immediately following the
676 auction. Buyers are also responsible for confirming lot numbers and for monitoring
677 and staying within their own “open to buy” balance. Failure to do so will result in
678 actions as described in 2.8 of these rules.
679
680
681
682 6. DEFERRED DELIVERY AUCTION AGREEMENTS
683
684 6.1. Introduction
685
686 This is a procedure intending to assist both buyers and sellers to enter into purchase
687 and sale agreements prior to harvest and delivery of the product. It is available to all
688 auction buyers and sellers. It may not be used for either speculation or trading of
689 contracts.
690
691 Section 6 describes this procedure in which any seller may offer specifically allowed
692 species for future delivery at an auction to all auction buyers. A Deferred Delivery
693 Auction Agreement is required which will bind a buyer and seller to specific written
694 terms in the form approved by the PFE.
695
696 6.2. Seller Requirements
697
698 6.2.1. Call in Daily
699
700 The seller is required to call either the buyer or the Portland Fish Exchange daily
701 in order to confirm whether it will be fishing and also to indicate the estimated
702 time of unloading. In the event that weather, illness, mechanical or net problems
703 prohibit fishing, the operations manager shall be advised as soon as possible.
704
705 6.2.2. Obey All Auction Rules
706
707 The seller agrees to obey all auction rules, including those relating to Deferred
708 Delivery Auction Sales Agreements. The provisions of the Deferred Delivery
709 Auction section shall supersede any other section which may be a contradictory.
710 The seller will be provided with a landing receipt and also with a settlement for
711 every landing. A check (With the seller’s fee deducted) will be available to the
712 seller at the end of the business week.
713
714 6.3. Buyer Requirements
715
716 6.3.1. Balance Requirements
717
 15

 Page 34
718 The buyer shall maintain an adequate balance by means of an irrevocable letter of
719 credit or other certified funds to cover 50% of undelivered current contracts.
720
721 6.3.2. Obey All Auction Rules:
722
723 This is a procedure intending to assist both buyers and sellers to enter into
724 purchase and sale agreements prior to harvest and delivery of the product. It is
725 available to all auction buyers and sellers. It may not be used for either
726 speculation or trading of contracts.
727
728 Section IV describes this procedure in which any seller may offer specifically
729 allowed species for future delivery at an auction to all auction buyers. A Deferred
730 Delivery Auction Agreement is required which will bind a buyer and seller to
731 specific written terms in the form approved by the PFE.
732
733 6.3.3. Special Conditions Prior To The Offer
734
735 The buyer is required to present any special conditions that they may require (i.e.
736 specific days fished, dock times, etc.) one day prior to the Deferred Delivery
737 Auction (usually Tuesday).
738
739 6.4. Offers for Contracts
740
741 6.4.1. Contract Period
742
743 The agreement will begin and end on the dates set forth in the contract. Unless a
744 request for an extension of time has been received in writing prior to a new
745 contract, all future obligations will expire at the end of the specified term.
746
747 6.4.2. Species Available
748
749 The Board shall determine which species of fish are eligible to be the subject of a
750 Deferred Delivery Auction Agreement. Whiting, Shrimp and Dogfish are
751 currently eligible for this auction mechanism. Each species may have different
752 size characteristics, as the market dictates. Any harvester may offer each
753 specifically defined eligible species for bid on the Deferred Delivery Auction.
754
755 6.4.3. Maximum Duration of Contract
756
757 The maximum period that a contract may be in force is two weeks. Contracts shall
758 end on either Thursday or on the day that a new Deferred Delivery Auction
759 should begin, if other than on a Friday.
760
761 6.4.4. Completion of Previous Contract
762
763 Before a seller who is party to a DDSC may offer a new contract, any existing
764 contract must be either satisfactorily completed or extended by mutual agreements
765 of the parties. All contracts will be deemed to have been satisfactorily completed,
 16

 Page 35
766 unless either party should advise the auction manager in writing that a default
767 exists or that the contract has been extended by agreement.
768
769 6.5. Post Auction Activity
770
771 6.5.1. Signing Contracts
772
773 Immediately following the Deferred Delivery Auction, the buyer and the seller
774 will sign a Deferred Delivery Auction Sales Contract, and provide an executed
775 copy to the PFE contract administrator.
776
777
778 6.5.2. Ownership/Payment
779
780 Ownership of the product will be transferred from the harvester to the buyer at the
781 time when the product is sold by the auctioneer. Payment for the seller will be on
782 Friday for the entire week’s contract.
783
784 6.6. Defaults
785
786 6.6.1. Who Determines
787
788 Either party to a DDASC may advise the General Manager in writing of a default.
789 The General Manager will contact both parties to the contract and will make an
790 initial determination, as set forth in the PFE Rules, Section 8, Resolution of
791 Disputes. No notice of default will be considered which is not filed within three
792 (3) days of the expiration of the contract, including Saturday and Sundays, but not
793 holidays.
794
795 6.6.2. Grounds for Default
796
797 Any violation of the terms of the contract may constitute a breach of contract. The
798 lack of good faith effort on the part of either the buyer or the seller to honor the
799 terms of the contract may also constitute a default. Weather, net, or mechanical
800 problems, or the illness of the captain, which prevent either fishing or processing,
801 may constitute extenuating circumstances, justifying a full or partial breach of the
802 agreement.
803
804 6.6.3. Financial Consequences
805
806 In the event the General Manager, after a hearing, should determine that a breach
807 has occurred, he will determine the relief to be afforded. The damages shall be the
808 price differential between the contract price and the cost of replacement product
809 based upon prevailing Portland prices. If a buyer should default, then the seller
810 may sell the product on the spot market. The damages will be the difference
811 between the contract and the sales price. For example, if 1,000 pounds are
812 contracted @ $.90 and sold at $.80, then $.10 differential X 1000 pounds will be
813 paid to the seller.
 17

 Page 36
814
815 6.6.4. Extension of Contracts
816
817 Buyers and sellers may mutually agree to extend the terms of a contract. The price
818 of the original contract and the maximum estimation of catch in paragraph 4 will
819 become the basis for the extension.
820
821 6.6.5. Resolution of Disputes
822
823 Disputes involving DDASC will be resolved in accordance with the provisions of
824 these by-laws.
825
826
827 7. PROVISIONAL CREDIT TO AND REPAYMENT BY BUYER
828
829 7.1. Letter of Credit – Cash Deposit Requirement
830
831 As a prerequisite to becoming a seat holder able to bid at Exchange auctions and as a
832 requirement of maintaining such status, every buyer (including sellers wishing to
833 exercise bidding rights) shall make a cash deposit that is no less than $10,000 to be
834 held in a non-interest bearing account by the Exchange, and is exercisable upon
835 presentation to the issuer of one or more sight drafts, accompanied by a letter from
836 the Exchange or its designee, stating that the seat holder is in default under Article 5
837 of these Rules, or, obtain and furnish to the Exchange, from a reputable financial
838 institution acceptable to the Exchange, an irrevocable standby letter of credit,
839 naming as beneficiary the “Portland Fish Exchange” or a designee of the Exchange.
840 Such letter of credit shall have terms acceptable to the Exchange and its lending
841 bank; and
842
843 7.1.1. Shall be in an amount no less than $10,000.00;
844
845 7.1.2. Shall recite that it is exercisable upon presentation to the issuer of one or
846 more sight drafts, accompanied by a letter from the Exchange or its
847 designee, stating that the seat holder is in default under Article 5 of these
848 Rules;
849
850 7.1.3. Shall clearly indicate that it is irrevocable and that it may not be amended
851 or modified without the written consent of the Exchange or its designee; and
852
853 7.1.4. Shall be assignable by the Exchange or its designee.
854
855 7.2. Provisional Credit
856
857 Credit may be extended by the Exchange for the account of any seat holder not in
858 default under Article 5 of these Rules or in violation of any other provision of these
859 Rules. A seat holder’s credit will consist of the principal amount of the seat holder’s
860 properly posted letter of credit plus any cash deposits. Credit available to a seat
861 holder shall be reduced by:
 18

 Page 37
862
863 7.2.1. Any and all amounts paid or payable by the Exchange to any seller of fish
864 and taxing and customs authorities for or on the account of such seat holder;
865
866 7.2.2. Purchase charges equal to an amount determined from time to time by the
867 Board of Directors based in part on the pounds of fish purchased by such
868 seat holder;
869
870 7.2.3. Box use fees incurred by the seat holder; and
871
872 7.2.4. Such other amounts and obligations as may have been incurred by such seat
873 holder to the Exchange;
874
875 In each case, to the extent the seat holder has not paid such amounts to the Exchange,
876 for purposes of this Section 5.2, an amount shall be deemed not paid to the Exchange
877 until it has been paid to the Exchange in cash or by wire transfer or bank or certified
878 check, or by check on account of which funds have actually been finally credited
879 (without condition or reservation) to the Exchange’s account, as determined in
880 accordance with the common banking convention utilized by the Exchange’s lending
881 bank. Such banking conventions are those proposed by the Exchange’s lending bank
882 and accepted by the Exchange’s Board of Directors and shall be binding upon seat
883 holders who will be advised of them. The General Manager, at his/her discretion, may
884 allow a seat holder in good standing with a demonstrated two years anniversary of
885 purchasing, to provide a business check up to $10,000 allowable for same day buying
886 privileges.
887
888 7.3. Repayment of Exchange: Defaults
889
890 Each seat holder agrees to repay to the Exchange all amounts charged to his or her
891 account in a timely manner, in order to ensure that collected funds (as defined in Rule
892 7.2) are available to the Exchange at a time set by the Board of Directors from the
893 date of invoice. If collected funds are not received within said period, the Exchange
894 (i) may assess either a fee or late charge in such amount as the Board of Directors
895 may from time to time prescribe; (ii) may, at its discretion, declare all amounts
896 outstanding immediately due and owing; and (iii) may declare default hereunder. In
897 addition, the following will constitute a default:
898
899 7.3.1. The Exchange receives notice of intent not to renew the seat holder’s letter
900 of credit, or such letter of credit will expire within sixty (60) days, or the
901 letter of credit or the issuing financial institution becomes subject to an
902 attachment or trustee process on account of the seat holder;
903
904 7.3.2. The seat holder, if an individual, dies or if an entity, dissolves, winds-up,
905 liquidates or terminates its existence;
906
907 7.3.3. The Board of Directors determines that a default may be declared because
908 of one or more violations of these Rules or because the Exchange reasonably
909 deems itself insecure or otherwise.
 19

 Page 38
910
911 7.4. Remedies
912
913 Upon the occurrence of any default, the Exchange may: (i) declare all obligations
914 immediately due and payable, (ii) either itself or its lending bank may draw or cause
915 to be drawn upon the cash deposit or the letter of credit for any or all amounts owed
916 by the defaulting seat holder to the Exchange; (iii) deny such seat holder access to
917 the Exchange facilities; “…(iv) suspend all seat holder privileges, subject to the
918 limitations contained in Rule 2.8; and (v) pursue any and all of its right and remedies
919 by any means permitted by law. Each seat holder agrees to pay to the Exchange all
920 costs of collection arising out of any default, including reasonable attorney’s fees,
921 and all other costs and expenses occasioned thereby. The Exchange may, in its
922 discretion, compel any seat holder in default to enter into arbitration as provided at
923 Section 8.3 hereof.
924
925 7.5. Other Documents
926
927 Each seat holder covenants to execute and deliver to the Exchange or its designee
928 upon demand such other and further documents and instruments as may from time to
929 time be requested by the Exchange in order to accomplish the purposes of this
930 Section 7.
931
932 8. RESOLUTION OF DISPUTES; SANCTIONS
933
934 8.1. Initial Resolution
935
936 In the event of any dispute arising on the Exchange premises during the conduct of
937 the auction or in connection with the auction, pre-auction or post-auction procedures,
938 the Exchange Manager shall make an initial determination, which shall be binding
939 on the persons involved in the dispute. If the Exchange Manager is absent from the
940 premises at the time of the dispute, an Operations Manager shall be authorized to act
941 in lieu of the Exchange Manager, and if neither is present, then the Office Manager
942 may also act. Decisions of the Exchange Manager, Operations Manager, or Office
943 Manager adverse to any disputant may be appealed by such disputant to the Board of
944 Directors in accordance with Section 8.2 hereof. Notwithstanding the foregoing,
945 matters left to the discretion of the auctioneer shall be finally determined by him/her,
946 and may not be appealed to the Exchange Manager or the Board of Directors.
947
948 8.2. Appeal
949
950 Any appeal of any decision to the Board of Directors shall be in accordance with
951 such appeal procedures as may be promulgated from time to time by the Board of
952 Directors. Appeals shall be taken up at the earliest possible time at a duly-convened
953 meeting of the board wherein a quorum of members is present.
954
955 8.3. Arbitration
956

 20

 Page 39
 957 Disputes in any way connected with the business or operations of the Exchange or
 958 arising between persons conducting business on Exchange premises (other than
 959 those described at Section 6.1 and disputes solely between the Exchange and its
 960 employees) of arising under these Rules, in each case by and between seat holder,
 961 sellers, or the Exchange, or by and between any two or more of them (whether or not
 962 the Exchange itself is a disputant), shall, at the option of any disputant, or the
 963 Exchange, be submitted to arbitration in accordance with the rules of the American
 964 Arbitration Association to an arbitrator selected by said Association, provided that
 965 the Exchange or its lending bank may collect amounts due to them or either of them
 966 from any seat holder or under any letter of credit by civil action without reference to
 967 arbitration.
 968
 969
 970 8.4. Sanctions
 971
 972 Seat holders, sellers, and their representatives in violation of these Rules, may be
 973 punished by temporary or permanent suspension of privileges to use Exchange
 974 premises. Other than interim suspensions made by the Exchange Manager pursuant
 975 to Section 2.8 hereof, decisions to suspend or deny access to any seat holder shall be
 976 made by majority vote of the Board of Directors at a duly-convened meeting.
 977
 978 8.5. Conclusive Effect
 979
 980 The auctioneer, as to matters within his discretion, the Board of Directors as to
 981 matter appealable to them under Section 8.2, and the arbitrator(s) selected pursuant
 982 to Section 8.3 shall, in their respective areas, be deemed arbitrators for all purpose of
 983 Maine law and their decisions, in their respective areas, shall be final, conclusive and
 984 binding upon all persons, including sellers, seat holders, Portland Fish Exchange and
 985 their respective representatives, agents, heirs, personal representatives, successors
 986 and assigns.
 987
 988 9. MISCELLANEOUS
 989
 990 9.1. Totes
 991
 992 The Exchange will purchase a sufficient number of totes. Such totes will be issued
 993 by the Exchange through a debit/credit system whereby a buyer’s account shall be
 994 charged for totes upon the purchase of seafood and shall be credited equally upon
 995 return of such totes, provided that such return is within a time set by the Board of
 996 Directors, and the totes are returned in a clean and undamaged condition. Buyers
 997 will be charged the fair market value, as established by the Exchange, for
 998 replacement of any damaged or lost totes. Totes returned in a dirty condition will be
 999 subject to a cleaning charge in an amount determined from time to time by the Board
1000 of Directors. Any totes returned late shall be deemed lost and the seat holder will be
1001 assessed a replacement charge therefore.
1002
1003 9.2. Storage
1004
 21

 Page 40
1005 Any seafood, arriving onto the auction floor prior to the commencement of an
1006 auction and remaining on the floor more than a reasonable time after the conclusion
1007 of such auction, shall be deemed to have been placed in auction storage by the owner
1008 thereof. Storage fees shall thereupon commence on account of such seafood at the
1009 rate established, from time to time, by the Board of Directors. Any and all stored
1010 seafood shall be entitled to remain on the Exchange premises only until the next
1011 succeeding auction, at which time the seafood shall either be sold, removed from the
1012 Exchange premises by the seller (upon paying the required amounts set forth at
1013 Section 5.11 hereof), or, failing either of the foregoing, it may, at the discretion of
1014 the Exchange, be discarded by the Exchange. The Exchange may issue a receipt to
1015 the owner for any such seafood. The Exchange, as a not-for-profit enterprise
1016 intended for the general benefit of fishermen, dealers, and processors alike, shall in
1017 no event be deemed a “warehouseman” as such term is defined and used in the
1018 Maine Uniform Commercial Code (II M.R.S.A 7-101, et seq); and said Article 7
1019 shall not apply to these transactions. Notwitholding the general inapplicability of the
1020 provisions of the Article 7, the Exchange shall be deemed to be a “warehouseman”
1021 with the right to assert a lien in order to enforce the obligations of owners of
1022 seafood. The warehouseman’s lien will also secure any and all present or future
1023 obligations of such owner to the Exchange. In the event that the owner of any stored
1024 seafood should fail to take steps to sell such seafood at the first auction following the
1025 commencement of the storage period, the Exchange may, without prior notice to
1026 such owner, enforce its lien and security interest granted herein by selling such
1027 seafood at the next auction. The proceeds of such sale will be applied: first to the
1028 satisfaction of all obligations of the owner to the Exchange; and, any balance will be
1029 paid or credited to the owner’s account. If it is unable to sell at such auction, the
1030 Exchange may, in its discretion, discard the seafood (at the owner’s expense) or
1031 attempt again to sell it at the next auction. The Exchange may discard or take other
1032 appropriate action as to any seafood stored on its premises found to be either
1033 contaminated or illegal.
1034
1035 9.3. Sellers
1036
1037 All sellers, and persons representing sellers, shall at all times abide by these Rules.
1038 Sellers shall indicate their acceptance of these Rules by signing a copy of the Rules
1039 upon their first visit to the Exchange. No more than two representatives of any seller
1040 shall be permitted on the Exchange floor at any one time. Sellers and their
1041 representatives may be barred from access to Exchange facilities by a vote of the
1042 Board of Directors either for failure to abide by these Rules or because of the seller
1043 or its representatives fail to conduct themselves in businesslike fashion, engage in
1044 illegal practices, or poor business practices. For purposes of these Rules, the term
1045 “seller” means persons and entities who bring or cause to be brought seafood onto
1046 the Exchange premises for purposes of selling such seafood at an Exchange auction.
1047 The term “seller” does not refer to the auctioneer or any other agent, employee or
1048 representative of the Exchange.
1049
1050 9.4. Visitors
1051

 22

 Page 41
1052 Visitors shall be admitted to the Exchange premises only by means of a daily pass. A
1053 limited number of daily passes will be available from, and at the discretion of, the
1054 Exchange Manager. Visitors will be permitted only to observe Exchange business
1055 and may not participate in any aspect of it, including the auction.
1056
1057 9.5. Purchases or Sales by the Exchange
1058
1059 The Exchange shall not engage in the purchase or sale of seafood either on its own
1060 account or as an agent for the account of others, except as provided by Section 7.2
1061 hereof.
1062
1063
1064
1065
1066 9.6. Discretion
1067
1068 The Rules contemplate that the Exchange Manager shall retain considerable
1069 discretion in order to direct the daily operations of the Exchange. The Exchange
1070 Manager (or in his or her absence, an Operations Manager) is vested with authority
1071 to close the Exchange, alter the timing of the auctions, or otherwise cancel or
1072 suspend operations for causes deemed by him/her to be sufficient, including, without
1073 limitation, accidents, flood, storm, public health problems, acts of God, and the like.
1074 Any fees or costs provided therein may be changed by the action of the Board of
1075 Directors without advance notice, but such changes will be posted conspicuously at
1076 the Exchange premises.
1077
1078 9.7. Release and Indemnity
1079
1080 In consideration of being allowed to participate in the activities of the Portland Fish
1081 Exchange, seat holders and sellers agree to indemnify and hold harmless the
1082 Exchange, its officers, directors, agents, and employees (hereinafter jointly and
1083 severally referred to as “Exchange”) from any claim for loss or damage of any kind,
1084 including, but not limited to, liability for personal injury, death, property damage,
1085 including any monetary loss, as well as consequential damages, incurred or suffered
1086 as the result of any act or omission of the Exchange. Without in any way limiting the
1087 generality of the foregoing, this release and indemnity, shall include claims and
1088 losses arising from any of the following:
1089
1090 9.7.1. The sale of seafood which is determined to be illegal, contaminated, or of
1091 different quality or quantity from that represented;
1092
1093 9.7.2. The sales price of seafood offered for sale is deemed to be too high, too
1094 low, or no sale shall occur;
1095
1096 9.7.3. Engaging in activity which is either illegal or prohibited by the Rules and
1097 Regulations of the Exchange; or
1098

 23

 Page 42
1099 9.7.4. Loss or damage of either seafood or any other property on premises of the
1100 Exchange, except to the extent such losses may be compensable by liability
1101 insurance.
1102
1103 This provision shall not be deemed to waive any immunity to which the
1104 Exchange may be entitled under Maine law.
1105
1106 9.8. Indemnification of Exchange
1107
1108 Each seat holder and seller agree to indemnify the Exchange against, and hold it
1109 harmless from, any loss, claim, liability, judgment, cost, and legal or other expense
1110 which the Exchange may suffer or incur as a direct or indirect consequence of any of
1111 the following:
1112
1113 9.8.1. The violation of any of these Rules by such seat holder or seller;
1114
1115 9.8.2. Such seat holder or seller negligently or intentionally causes loss or damage
1116 to Exchange property or to business of any other person from activities
1117 conducted at the Exchange; and
1118
1119 9.8.3. The fact that any representation, warranty, acknowledgement or other
1120 statement of fact by such seat holder or seller was untrue or incomplete
1121 when made to the Exchange.
1122
1123 9.9. Statute of Limitations
1124
1125 All seat holders and sellers hereby agree, in accordance with Section 2-725 of the
1126 Maine Uniform Commercial Code (11 M.R.S.A. 20725), that the Statute of
1127 Limitations for any action brought by any seat holder or seller against any other
1128 person or entity (including the Exchange) arising out of any sale taking place on the
1129 Exchange shall be one year after the date of the sale in question.
1130
1131 9.10. Amendments
1132
1133 These Rules may be amended in accordance with the Bylaws of the Exchange.
1134 Amendments may be made with or without prior notice to or consent by seat holders
1135 or sellers, and such persons are deemed to have consented to such amendments by
1136 virtue of their continuing use of Exchange facilities or Exchange credit. Upon
1137 adoption of any amendment of these Rules by the Board of Directors, the Exchange
1138 shall attempt to notify seat holders and sellers promptly of such amendment, but any
1139 failure to do so shall not affect the enforceability of the amended or new Rule. When
1140 deemed necessary or appropriate by the Board of Directors, the Exchange may print
1141 and issue revised Rules or amendments and may require that all seat holders and
1142 sellers acknowledge receipt of such revised Rules and amendments as a condition to
1143 conduct business at the Exchange.
1144
1145 9.11. Separability
1146
 24

 Page 43
1147 Wherever possible, each provision of these Rules shall be interpreted in such manner
1148 as to be effective and valid under applicable law, but, if any provision of these Rules
1149 should be prohibited by, unenforceable or invalid under such law, that provision will
1150 be ineffective to the extent of such prohibition, unenforceability or invalidity,
1151 without invalidating the remainder of such provision or the remaining provisions of
1152 these Rules.
1153
1154
1155 [END]
1156




 25

 Page 44
Page 45
Page 46
Page 47
Page 48
Page 49
Page 50
 Draft Portland Fish Exchange Subcommittee Responsibilites




Finance Subcommittee
The purpose of the Finance Subcommittee shall be to provide oversight and accountability for
PFPA finances. The subcommittee will primarily focus on the financial operations of the
Portland Fish Pier and Portland Fish Exchange, making sure they adhere to their allocated
budgets and maintain fiscal transparency. The subcommittee will also review budgets,
expenditure trends, revenue trends, and financial policies in order to ensure compliance and
effectiveness in spending and collections.
The Finance Subcommittee will also provide support for the development of the PFE budget.
Financial issues that occur, such as unexpected capital expenditures or requests for the PFPA
to pay off PFE lines of credit, shall go through the Finance Subcommittee if time permits, with
the Subcommittee summarizing requests and making recommendations to the full board.

Portland Fish Exchange Subcommittee
The purpose of the PFE Subcommittee shall be to provide support and oversight to the PFE
General Manager (GM) around PFE Operations. This may include, but is not limited to:

 ● Ideas for new revenue sources
 ● Floor usage and leasing
 ● Review of PFE rules and regulations
 ● Drumming up new buyers and sellers
 ● Assessing near and long-term equipment etc needs
 ● Fee structure changes/overview


The GM will provide manager reports to the subcommittee and the Board as necessary along with
any additional recommendations the subcommittee may have.




 Page 51