Housing & Economic Development Committee — Portland, ME
Date: 2025-10-15
Time: 17:30

Housing & Economic MEMBERS
Development Committee Meeting Councilor Pious Ali, Chair
Wednesday, October 15, 2025 at 5:30 PM Councilor Regina Phillips
 Councilor Kate Sykes
 Councilor Sarah Michniewicz



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 Housing & Economic Development 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).

REMOTE ACCESS INFORMATION

The Housing & Economic Development Committee will conduct this meeting remotely via Zoom pursuant to
the Remote Meeting Policy adopted by the Portland City Council. Allow your computer to install the free Zoom
app to get the best meeting experience. If you are not able to attend live either in person or via Zoom, a
recording will be available in the Agenda Center following the meeting.

For public comment via Zoom, you will need to use the "raise your hand" feature. To raise your hand via the
telephone, please hit *9. You will be unmuted by the host when it is time for public comment.

Please click the link below to join the Zoom meeting:

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Webinar ID: 826 3231 2220
International numbers available: https://portlandmaine-gov.zoom.us/u/kcwg7TFwJW

 Review and review and vote on a recommendation to the City Council for Agreement
1.
 for 2026 Back Cove Festival - Ethan Hipple

 a. See attached Memorandum and backup.

 NOTE: Public comment will not be taken on this item because the Committee took public
 comment at its meeting on October 7, 2025.



Next Meeting Date: October 21, 2025




 2

Housing & Economic MEMBERS
Development Committee Meeting Councilor Pious Ali, Chair
Wednesday, October 15, 2025 at 5:30 PM Councilor Regina Phillips
 Councilor Kate Sykes
 Councilor Sarah Michniewicz



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 Housing & Economic Development 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).

REMOTE ACCESS INFORMATION

The Housing & Economic Development Committee will conduct this meeting remotely via Zoom pursuant to
the Remote Meeting Policy adopted by the Portland City Council. Allow your computer to install the free Zoom
app to get the best meeting experience. If you are not able to attend live either in person or via Zoom, a
recording will be available in the Agenda Center following the meeting.

For public comment via Zoom, you will need to use the "raise your hand" feature. To raise your hand via the
telephone, please hit *9. You will be unmuted by the host when it is time for public comment.

Please click the link below to join the Zoom meeting:

https://portlandmaine-gov.zoom.us/j/82632312220?pwd=imNBKMVz9vVvWRRmI6Azs0bU7bJ9F1.1
Passcode:554151

Phone one-tap:
+13092053325,,82632312220# US
+13126266799,,82632312220# US (Chicago)

Join via audio:
+1 309 205 3325 US
+1 312 626 6799 US (Chicago)
+1 646 931 3860 US
+1 929 205 6099 US (New York)
+1 301 715 8592 US (Washington DC)
+1 305 224 1968 US
+1 386 347 5053 US
+1 507 473 4847 US
+1 564 217 2000 US
+1 669 444 9171 US
+1 669 900 6833 US (San Jose)
+1 689 278 1000 US
+1 719 359 4580 US
+1 253 205 0468 US
+1 253 215 8782 US (Tacoma)
+1 346 248 7799 US (Houston)

 1

 Page 1
+1 360 209 5623 US
Webinar ID: 826 3231 2220
International numbers available: https://portlandmaine-gov.zoom.us/u/kcwg7TFwJW

 Review and review and vote on a recommendation to the City Council for Agreement
1.
 for 2026 Back Cove Festival - Ethan Hipple

 a. See attached Memorandum and backup.

 NOTE: Public comment will not be taken on this item because the Committee took public
 comment at its meeting on October 7, 2025.



Next Meeting Date: October 21, 2025




 2

 Page 2
City of Portland | Parks, Recreation, and Facilities Department
Ethan Hipple, Director



To: Housing and Economic Development Committee
 Councilor Pious Ali, Chair




MEETING DATE
October 15, 2025

AGENDA ITEM
Consideration of the multi-year Back Cove Festival Agreement at Payson Park

PURPOSE
To review a proposed three year agreement (2026-2028) with an option to renew for another
three years, made by the organizers of the Back Cove Music and Arts Festival.

COMMITTEE WORK PLAN/CITY COUNCIL GOAL ALIGNMENT
Committee and Council review is required to move forward with a multi-year agreement for an
event of this size and scope.

BACKGROUND/ANALYSIS
The Back Cove Music and Arts Festival was approved by City Council on December 16, 2024 and
took place August 2 & 3, 2025. An extended multi-year agreement is being proposed and brought
to this HEDC Committee for review and recommendation to the City Council in late October.

Organizers have proposed a three year agreement (2026 - 2028) with an option to renew for an
additional three years. The agreement has been negotiated, prepared, and reviewed by City Staff
Leadership and Corporation Counsel. The initial agreement was presented to the Housing and
Economic Development Committee on September 23, 2025. Committee members asked staff to
continue negotiating with festival organizers before they would consider recommending the
agreement to the Council for approval. An updated agreement was presented to the HEDC
Committee on October 7, 2025. Committee members, again, asked staff to continue
negotiating with festival organizers on terms and conditions of the agreement.

After a second renegotiation, the primary terms of the agreement, including those related to
event capacity and the festival footprint still remain unchanged. Renegotiated points of the
agreement include:

 ●​ Requiring an increase in the noise deposit from $1,000 to $5,000.




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 ●​ Organizers may not assign, pledge, sublet or transfer any interest or right granted by this
 agreement unless written permission is granted by City Council. Initial language stated
 permission granted by City Manager.

A presentation was made to the Parks Commission on September 4, 2025, and their
recommendation is included with the support materials.

FISCAL IMPACT
With this agreement, organizers will reimburse the City for the cost of all staffing services and
expenses related to the festival. The organizers will make a $100,000 donation to the Portland
Parks Conservancy for each year of the festival, which will be used to support an improvement
project in the Portland Parks System. A fee assessed to all tickets sold will be paid to the City, and
will escalate each year of the three year agreement (2026 - $1.50. 2027 - $2.00. 2028 - $2.00).
Organizers will be financially responsible for costs of all permits, licenses, and deposits
necessary to hold the festival (including an increased $5,000 noise deposit). Organizers will be
responsible for all costs associated with restoration and repair of Payson Park, separately from
the per-ticket fee and Parks Conservancy donation.

CONCLUSION(S)
City Staff feel the first year of the Back Cove Music and Arts Festival went very well. It was
managed professionally and with good communication and collaboration between the City and
festival organizers. With approval of this agreement, City staff are confident steps can be made to
improve each year. Staff will be available to answer any questions.

PRIOR COMMITTEE REVIEW
Portland Parks Commission - September 4, 2025 (Letter attached)
Housing and Economic Development Committee - September 23, 2025
Housing and Economic Development Committee - October 7, 2025

PREPARED BY

Ethan Hipple Andrew Downs
Department Director Director, Public Assembly Facilities
Parks, Recreation, & Facilities Parks, Recreation, & Facilities


ATTACHMENTS
Attachment A -Amended and Restated Agreement between City of Portland and Portland Music
Festival, LLC.

Attachment B - Portland Parks Commission Statement on the Back Cove Music Festival at
Edward Payson Park​




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 EXHIBIT A - AMENDED AND RESTATED AGREEMENT BETWEEN

 CITY OF PORTLAND AND PORTLAND MUSIC FESTIVAL, LLC

 THIS AGREEMENT made this day of ___________, 2025 (the “Effective Date”), by

and between the CITY OF PORTLAND, a body politic and corporate situated in the County of

Cumberland, State of Maine (hereinafter “CITY”) and PORTLAND MUSIC FESTIVAL, LLC

a Delaware corporation, having a place of business at 32 Front Street, Hartford CT 06103

(hereinafter “PORTLAND MUSIC FESTIVAL, LLC”), for the use of Edward Payson Park

(“Payson Park”) for the purpose of conducting a festival.


 WHEREAS, on December 16, 2024, the Portland City Council approved an Order

declaring August 2 and August 3, 2025 the Portland Music and Arts Festival at Payson Park which

is attached hereto as Exhibit A (hereinafter “Council Order”) the terms of which are incorporated

herein by reference;


 WHEREAS, PORTLAND MUSIC FESTIVAL, LLC is a joint venture between

GoodWorks Entertainment and Shore Sound Entertainment and hereby agrees to assume all of the

obligations set forth in the Council Order;


 WHEREAS, on or about July 28, 2025, the parties entered into a written agreement (the

“Original Agreement”) granting PORTLAND MUSIC FESTIVAL, LLC and its officers, agents,

and employees access to Payson Park for the purpose of preparing the Premises (as defined below)

for the Event (as defined below) only during the period from 6:00 a.m. July 27, 2025 to 11:59 p.m.

on August 6, 2025.


 WHEREAS, the parties now wish to amend and restate the Original Agreement to grant

PORTLAND MUSIC FESTIVAL, LLC and its officers, agents, and employees access to Payson

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Park for the purpose of preparing the Premises for and operating the Event for another three (3)

year term beginning in the year 2026 and ending in the year 2028, with the parties having the

option to mutually extend the term for another three (3) years thereafter, beginning in the year

2029 and ending in the year 2031, subject to the terms and conditions herein.


 WHEREAS, the parties wish to memorialize the responsibilities of both parties and the

terms and conditions by which PORTLAND MUSIC FESTIVAL, LLC is authorized to use

Payson Park.


 NOW THEREFORE, for valuable consideration, the receipt and sufficiency of which is

hereby acknowledged, the parties agree as follows:


 I. DEFINITIONS

 1-A. Definitions. As used in this Agreement, the following terms shall be as defined in
this section:

 a. Beverage Service shall mean the service of alcoholic beverages.

 b. City Manager shall mean the City Manager of the City of Portland and their
 designee.

 c. Director shall mean the Director of the Public Assembly Facilities Division of
 the Parks, Recreation and Facilities Department.

 d. Event is intended to refer to an annual “Back Cove Music and Arts Festival”
 which includes the activities described on the attached Exhibit B, which is
 made a part of this Agreement and is incorporated herein. Event shall also mean
 any additional Events approved in writing by the City Manager, which approval
 shall be in the sole discretion of the City Manager.

 e. Premises includes all of the temporarily fenced-in area of Payson Park where
 all festival activity, including Beverage Service, will occur as depicted on the
 attached Exhibit C.

 II. TERM

 1. Term. Unless terminated sooner pursuant to the terms herein, this Agreement shall
commence upon the Effective Date reflected in the opening paragraph and extend through and

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including the third (3rd) anniversary date of the Effective Date (the “Initial Term”). The parties
further agree that, upon their mutual written consent, the term of this Agreement may be extended
for one (1) additional term of three (3) years, beginning on the third (3rd) anniversary date of the
Effective Date and ending on the sixth (6th) anniversary date of the Effective Date (the “Renewal
Term”). The access to Payson Park during the Renewal Term shall be upon the same terms and
conditions provided for herein for the Initial Term, except that there shall be no additional option
to extend the term for another three (3) years, unless the parties otherwise agree to different terms
and conditions in writing.

 III. USE OF PAYSON PARK

 2. Use of Payson Park. PORTLAND MUSIC FESTIVAL, LLC and its officers,
agents, and employees, will have access to Payson Park during the Initial Term and any Renewal
Term for the purpose of preparing the premises for and operating the 2-day Event, along with
associated set-up and tear-down dates, as detailed in Exhibit B. The specific dates for the Event
during each year of the Initial Term and any Renewal Term shall be mutually agreed upon by the
City and Portland Music Festival, LLC no later than ninety (90) days prior to the commencement
of the Event in each applicable year.

 3. City Access to Payson Park. The CITY reserves the right to enter all areas of
Payson Park and Premises at any time for any reason.

 4. Condition of Payson Park and Premises. Except as specifically provided below,
PORTLAND MUSIC FESTIVAL, LLC agrees to accept Payson Park and the Premises in its
existing condition at the time of commencement of the term of this Agreement. The CITY shall
have no responsibility whatsoever for site preparation, modification, set-up, removal or security
of event equipment, except as otherwise provided in this Agreement.

 5. Alteration of Payson Park. PORTLAND MUSIC FESTIVAL, LLC may not
alter Payson Park in any way without the prior approval of the Director. PORTLAND MUSIC
FESTIVAL, LLC may, however, erect temporary tents, stages, tables, booths, stands, and similar
structures on the Premises under the following conditions:

 a. A permit for the structure must first be obtained from the City of Portland
 Permitting and Inspections Department;

 b. Structures must be anchored by the use of weights/stakes; and

 c. Structures may be placed on the Premises no earlier five (5) days before the
 Event and must be removed no later than three (3) days after the Event (the
 “Removal Date”).

 6. Parking. All attendee and vendor parking shall occur outside of Payson Park
unless otherwise approved by CITY staff and shall not unreasonably interfere at any time with
access to Payson Park.

 7. Portable Toilets. PORTLAND MUSIC FESTIVAL, LLC shall be responsible
for providing and maintaining a mutually agreed upon number of regular and handicap accessible

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portable toilets no less than the number estimated in the Council Order. The location of portable
toilets must be approved in advance by CITY staff. Any and all costs associated with the delivery,
installation, maintenance and removal of the portable toilets shall be the sole responsibility of
PORTLAND MUSIC FESTIVAL, LLC.

 8. Accessibility. PORTLAND MUSIC FESTIVAL, LLC shall be responsible for
ensuring that accessibility is maintained to and within the Premises and Payson Park. Tents, stages,
tables, booths, stands, chairs and other structures erected must be placed so that they provide
adequate wheelchair and sidewalk access and do not interfere with access to the rest of Payson
Park consistent with applicable law. The adequacy of walkways and clearances shall be subject to
approval by the City of Portland Fire and Police Departments.

 a. PORTLAND MUSIC FESTIVAL, LLC shall not render, or allow any of its
 exhibitors, contractors, agents, invitees or other persons it permits on the
 Premises or in Payson Park to render any aisle or exit inaccessible. If the CITY
 determines that an aisle or exit is inaccessible, PORTLAND MUSIC
 FESTIVAL, LLC shall immediately remove the cause and return the Premises
 to compliance.

 b. PORTLAND MUSIC FESTIVAL, LLC shall not render, or allow any of its
 exhibitors, contractors, agents, invitees or other persons it permits on the
 premises to render, the Premises or any part thereof inaccessible to disabled
 persons. If the CITY determines that the Premises or any part thereof is
 inaccessible to disabled persons, PORTLAND MUSIC FESTIVAL, LLC
 shall immediately remove the cause and return the Premises to compliance. In
 the event that the interpretive services are requested, it shall be the
 responsibility of the PORTLAND MUSIC FESTIVAL, LLC to provide and
 pay for such services. PORTLAND MUSIC FESTIVAL, LLC shall
 indemnify, defend (by counsel reasonably acceptable to the CITY), and hold
 harmless the CITY from any and all claims, damages, losses, costs, expenses
 (including, without limitation, reasonable attorney’s fee) or liability of any kind
 whatsoever arising out of this Agreement and related to any claim that any part
 of the Premises was inaccessible to disabled persons during the Event.

 9. Restoration of Payson Park. Upon completion of the Event, PORTLAND
MUSIC FESTIVAL, LLC shall remove any and all structures, equipment and material from
Payson Park, and restore Payson Park to the condition it was in at the commencement of this
Agreement, unless otherwise agreed to by the CITY. Any equipment or material left beyond the
expiration of this Agreement will become the property of the CITY and may be removed and
disposed of at the CITY’s discretion. In such an event, all costs of removal and/or disposal
incurred by the CITY shall be the responsibility of PORTLAND MUSIC FESTIVAL, LLC.

 10. Damage to Payson Park. PORTLAND MUSIC FESTIVAL, LLC agrees to
provide the CITY with a $5,000 damage deposit no later than thirty (30) days prior to the Event
each year of the Initial Term and any Renewal Term. Deposit shall be used to cover the cost of
repairs to Payson Park or any other City property, if necessary. If the cost of repairs exceeds
$5,000, PORTLAND MUSIC FESTIVAL, LLC shall be solely financially responsible to cover

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the additional costs for restoring, replacing, and/or repairing all aspects of Payson Park that are
disturbed or damaged as a result of PORTLAND MUSIC FESTIVAL, LLC’s presence or work
on Payson Park or the presence or work of its employees, contractors, subcontractors, invitees or
volunteers except to the extent that the disturbance or damage was caused by the CITY or any of
the CITY’s officers, officials, managers, employees or agents. All restoration, repairs, and
replacement shall be subject to the following conditions:

 a. The CITY shall have sole discretion to determine the nature and extent of any
 such damage to Payson Park and shall have the sole discretion to determine the
 scope of the necessary repairs, restoration, or replacement.

 b. Prior to undertaking any repairs, replacement, or restoration under this section,
 the CITY will notify PORTLAND MUSIC FESTIVAL, LLC, and provide
 an estimate of the cost of any such work.

 c. The CITY shall perform, or contract for, the repairs, restoration, or
 replacement, and shall invoice PORTLAND MUSIC FESTIVAL, LLC for
 the full cost, which shall be paid within thirty (30) days of invoicing.

 d. The CITY, in its sole discretion and with prior agreement as to the scope,
 schedule and contractor to do the work, may authorize PORTLAND MUSIC
 FESTIVAL, LLC to complete the necessary work done at PORTLAND
 MUSIC FESTIVAL, LLC sole cost and expense. Such work shall be
 completed to the CITY's satisfaction.

 e. PORTLAND MUSIC FESTIVAL, LLC acknowledges and agrees that its
 obligation to repair, replace, and restore all aspects of Payson Park under this
 paragraph shall survive the expiration of this Agreement.




 IV. LIMITATION ON EVENT

 11. Dangerous Displays. PORTLAND MUSIC FESTIVAL, LLC shall not
authorize, stage or promote any act or performance in which pyrotechnics, explosives or display
of open flames are involved or used without separate written CITY permission.

 12. Attendance: No more than 12,500 people shall be allowed entry per day to each
year’s Event.

 13. Right to Close Events. The CITY reserves the right to close any Event to the
public, including to ticket holders, at any time to protect public safety, including but not limited to
addressing issues of overcrowding in aisles, exits or entrances or turnstile/ticket counts in excess
of the total number of tickets authorized prior to the event. Public admission to any Event shall be
limited so that the number of occupants at the Premises shall not exceed the number approved by
the Portland Fire Department. PORTLAND MUSIC FESTIVAL, LLC shall release, indemnify,

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defend (by counsel reasonably acceptable to the CITY), and hold harmless the CITY from any
and all claims, damages, loss, costs, expenses (including, without limitation, reasonable attorney’s
fees) or liability of any kind whatsoever resulting from such Event closures.

 14. Sound and Noise. PORTLAND MUSIC FESTIVAL, LLC will provide a sound
mitigation plan detailing their plan to limit the negative impact of sound and noise on the
surrounding community, including, but not be limited to, the following:

 a. PA Speakers for an Event shall be placed facing north east on the grass triangle
 and north west on Dyer Flats and be configured by PORTLAND MUSIC
 FESTIVAL, LLC, with the approval of the CITY, to focus volume on the
 immediate environment within the Premises.

 b. Any and all public announcement (PA) and other speakers or amplifiers used
 to amplify music or other sound shall be maintained at a level not to exceed an
 A-weighted 85 decibels / C-weighted 95 decibels measured from the perimeter
 of the Premises.

 c. PORTLAND MUSIC FESTIVAL, LLC shall be responsible for monitoring
 sound levels throughout the festival.

 d. PORTLAND MUSIC FESTIVAL, LLC shall reduce the volume of music or
 other amplified sound if above stated levels.

 e. PORTLAND MUSIC FESTIVAL, LLC agrees to an annual noise deposit in
 the amount of $5,000 no later than thirty (30) days prior to the date of the Event
 each year. CITY will retain the deposit if all of the following occur: the CITY
 receives three or more independent noise complaints; the CITY notifies
 PORTLAND MUSIC FESTIVAL, LLC of the noise complaints; and
 PORTLAND MUSIC FESTIVAL, LLC fails to address the noise adequately,
 as evidenced by additional noise complaints. Nothing in this paragraph shall
 be construed to interfere with the CITY’s ability to pursue any additional
 remedies for noise violations under this Agreement or under its ordinances.

 15. Minimum Service Levels. PORTLAND MUSIC FESTIVAL, LLC shall
reimburse the costs of all staffing services provided by the CITY. The City Manager or their
designee, shall determine the levels of services required for the Event, and PORTLAND MUSIC
FESTIVAL, LLC shall be responsible for paying for those services. The City Manager reserves
the right to increase amounts of staffing at any time if they deem it necessary to protect public
safety.

 V. VENDOR MANAGEMENT

 16. Vendor Compliance. PORTLAND MUSIC FESTIVAL, LLC shall be
responsible for ensuring that all vendors at an event have complied with appropriate license
requirements, including food service, sale of alcohol, street goods and concert licenses.
PORTLAND MUSIC FESTIVAL, LLC shall be responsible for all work performed by its


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employees, agents and subcontractors or anyone hired or employed by PORTLAND MUSIC
FESTIVAL, LLC to perform services or provide supplies related to the Event.

 17. Beverage Service. PORTLAND MUSIC FESTIVAL, LLC may provide
Beverage Service at the Premises for the Event under the following conditions:

 a. PORTLAND MUSIC FESTIVAL, LLC shall be responsible for validating
 Event attendees are of the legal drinking age in the State of Maine, and shall
 place wristbands on attendees of legal drinking age. Alcoholic beverages will
 not be provided to attendees who are not of legal drinking age and do not have
 a wristband.

 b. The sale of alcoholic beverages shall be limited to the time the venue doors
 open to attendees until one-half hour prior to the end of the performance at the
 Event.

 c. Alcoholic beverages may not be removed from the Premises.

 d. During an Event, PORTLAND MUSIC FESTIVAL, LLC shall contract hired
 security to secure the perimeter of the Premises to prevent attendees from
 leaving the Premises with alcoholic beverages.

 18. Merchandising. PORTLAND MUSIC FESTIVAL, LLC may sell, or contract
with a vendor(s) to sell merchandise in conjunction with an Event, including “soft goods,” such as
t-shirts, sweatshirts, banners, etc., and “hard goods,” such as recorded material, posters, program
books, books etc. PORTLAND MUSIC FESTIVAL, LLC is required to obtain all necessary
permits required to conduct those sales.

 19. Food and Non-Alcoholic Beverages. PORTLAND MUSIC FESTIVAL, LLC
may sell, or contract with a vendor(s) to sell food and non-alcoholic beverages in conjunction with
an Event. PORTLAND MUSIC FESTIVAL, LLC are required to obtain all necessary permits to
provide that service.




 VI. PAYMENTS TO THE CITY

 20. Payments Due to the City. PORTLAND MUSIC FESTIVAL, LLC agrees to
make the following payments to the CITY:

 a. PORTLAND MUSIC FESTIVAL, LLC shall pay to the CITY $1.50 per
 ticket sold for the annual Event in 2026, $2.00 per ticket sold for the annual
 Event in 2027, and $2.00 per ticket sold for the annual Event for 2028. Payment
 under this section shall be made to the CITY no later than ten (10) days after

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 the Removal Date each year. PORTLAND MUSIC FESTIVAL, LLC shall
 provide the City’s Office of Corporation Counsel all financial records necessary
 to verify the accuracy of payments made under this provision. In the event those
 records contain any proprietary information, those records must clearly be marked
 “Proprietary information/confidential.” The CITY agrees not to disclose such
 information to a third party without PORTLAND MUSIC FESTIVAL,
 LLC's consent, unless it determines that such disclosure is required by law. The
 CITY shall provide PORTLAND MUSIC FESTIVAL, LLC a reasonable
 opportunity to seek an injunction or other court order, at PORTLAND MUSIC
 FESTIVAL, LLC's expense, to prevent such disclosure. The CITY will not be
 liable to PORTLAND MUSIC FESTIVAL, LLC or any third party for any
 disclosure of confidential information.

 b. PORTLAND MUSIC FESTIVAL, LLC shall make an annual donation for
 the duration of this agreement, in the amount of One Hundred Thousand Dollars
 ($100,000.00) per year to the Portland Parks Conservancy to be allocated
 towards an improvement project in Portland’s Park system, which shall be paid
 no later than thirty (30) days prior to each annual Event. The CITY agrees to
 hold this amount in escrow until after the Removal Date each year and hereby
 agrees to refund such donation to PORTLAND MUSIC FESTIVAL, LLC if the
 CITY terminates this Agreement or the Event is canceled through no fault of
 PORTLAND MUSIC FESTIVAL, LLC after the donation has been made with
 respect to each annual Event.

 21. Terms of Payment. Unless otherwise specifically provided in this Agreement, all
payments or reimbursements to the CITY pursuant to this Agreement shall be subject to the
following terms:

 a. Any amounts owed shall be paid within ten (10) days of invoicing.

 b. PORTLAND MUSIC FESTIVAL, LLC agrees to pay interest at the rate of
 one and one-half percent (1½ %) per month on any payment which is not made
 within the time limits set forth in this Agreement.



 VII. INSURANCE OBLIGATIONS

 22. Automobile and General Liability Insurance. Prior to the execution of this
Agreement, PORTLAND MUSIC FESTIVAL, LLC shall procure and maintain occurrence-
based Automobile Liability Insurance, Commercial General Liability Insurance, including
contractual and products liability, in amounts of not less than Two Million Dollars ($2,000,000)
per occurrence for bodily injury, death and property damage, and Two Million Dollars
($2,000,000) aggregate.

All vendors and/or subcontractors of PORTLAND MUSIC FESTIVAL, LLC shall provide the
City with proof of Automobile Liability Insurance and Commercial General Liability Insurance in

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an amount of not less than Two Million Dollars ($2,000,000) per occurrence for bodily injury,
death and property damage. In the instance where a vendor or subcontractor does not use an
automobile on the premises, Automobile Liability Insurance shall not be required.

 23. Sale of Alcohol and Liquor Liability Insurance. PORTLAND MUSIC
FESTIVAL, LLC or its subcontractors, are permitted to sell alcoholic beverages during the event
in Payson Park, provided that the following conditions are met. The CITY requires that all
alcoholic beverages shall be sold, distributed, and/or served by a Qualified Catering Service (28-
A M.R.S.A. §1076), licensed by the State of Maine. Said catering service shall submit to both the
State of Maine and the City of Portland City Clerk an Application for Catered Function by
Qualified Catering Service and shall provide a copy of the approved Application for Catered
Function to the CITY. PORTLAND MUSIC FESTIVAL, LLC and/or any vendor or
subcontractor providing alcohol at the Premises, shall obtain and provide Liquor Liability
Insurance, in an amount of not less than Two Million Dollars ($2,000,000) per occurrence. A copy
of the certificate of insurance shall be provided to the CITY prior to any Event at which the vendor
is serving alcohol.

 24. Workers’ Compensation Insurance. PORTLAND MUSIC FESTIVAL, LLC
and all of its vendors or subcontractors shall provide evidence of workers’ compensation
insurance, to the extent required by Maine Law, which shall include an endorsement waiving all
rights of subrogation against the City of Portland, its officers or employees.

 25. Terms of Insurance. All insurance required pursuant to this Agreement shall be
subject to the following terms:

 a. All insurance shall be obtained from insurers licensed to do business in the State
 of Maine and acceptable to the CITY, such acceptance not to be unreasonably
 withheld.

 b. With respect to the Automobile Liability, Commercial General Liability, and
 Liquor Liability Insurance, the CITY shall be named as an additional insured
 on all required policies, only in those areas where government immunity has
 been expressly waived by 14 M.R.S. A. § 8104-A, as limited by § 8104-B, and
 § 8111. This provision shall not be deemed a waiver of any defenses,
 immunities or limitations of liability or damages available to the CITY under
 the Maine Tort Claims Act, other Maine statutory law, judicial precedent,
 common law, or any other defenses, immunities or limitations of liability
 available to the CITY. All insurance shall be primary to any insurance the
 CITY may have.

 c. All certificates of insurance shall provide that they may not be canceled without
 thirty (30) days prior written notice to the CITY.

 d. PORTLAND MUSIC FESTIVAL, LLC and all of the vendors and
 subcontractors shall furnish the CITY and thereafter maintain certificates of
 coverage, prior to the execution of this agreement. They shall also provide the

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 CITY with a copy of any endorsement naming the CITY as additional insured.
 Upon the CITY’s request, PORTLAND MUSIC FESTIVAL, LLC shall
 provide the CITY with a complete copy of any and all policies required by this
 agreement. CITY’S acceptance or lack of acceptance of any Certificate of
 Insurance or other evidence of insurance shall not be construed as a waiver of
 any obligation to obtain and maintain such insurance as required by this
 agreement. CITY shall immediately refuse any work in Payson Park and cancel
 any Event if the required certificates are not furnished within the required time.

 e. All insurance required by this agreement shall contain a waiver of subrogation
 rights against CITY.

 f. PORTLAND MUSIC FESTIVAL, LLC and all of their vendors or
 subcontractors shall be responsible for any and all deductibles and/or self-
 insured retentions which are not to exceed $10,000 without the prior written
 approval of CITY’s Corporation Counsel.

 g. The minimum limits may be satisfied through use of primary and
 excess/umbrella policies, provided that the excess/umbrella policies will not be
 more restrictive than the primary policies. If PORTLAND MUSIC
 FESTIVAL, LLC and all of their vendors or subcontractors maintain broader
 coverage and/or higher limits than the minimum required by this agreement, the
 CITY requires and shall be entitled to the broader coverage and/or higher limits.

 h. Nothing herein shall be deemed a waiver of any defenses, immunities or
 limitations of liability or damages available to the CITY under the Maine Tort
 Claims Act, other Maine statutory law, judicial precedent, common law, or any
 other defenses, immunities or limitations of liability available to the CITY.

 i. PORTLAND MUSIC FESTIVAL, LLC and the CITY understand and agree
 that the minimum limits of the insurance herein required may become
 inadequate during the Initial Term or Renewal Term of this Agreement.
 PORTLAND MUSIC FESTIVAL, LLC agrees that it will increase such
 minimum limits by reasonable amounts upon receipt of notice in writing from
 the CITY. Such notices to change shall, in general, be issued no more often than
 every two (2) years. The CITY may take note of damage awards being granted
 by the Courts, however, and direct a reasonable increase in the minimum limits
 of the insurance requirements at any time during the term hereof. In no case
 shall such limits be less than the amount set forth under the Maine Tort Claims
 Act, as may be amended.


 VIII. INDEMNIFICATION AND RELEASE


 26. Indemnification. To the fullest extent permitted by law, PORTLAND MUSIC
FESTIVAL, LLC shall, at its own expense, defend (by counsel reasonably acceptable to the

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CITY), indemnify, and hold harmless the CITY, its officers, agents, and employees, at all times
from any claims, liability, losses, costs, expenses (including, without limitation, reasonable
attorney's fees) fines, damages or judgments, just or unjust, that arise out of or result from the
activities hereunder (collectively, “Claims”), said Claims to include, without limitation, claims for
personal injury, death, or property damage, including, without limitation, injury or damage to City
employees or property, and including claims based upon violation of any law, including
environmental law or regulation governing hazardous substances, that arise out of or are caused
in whole or in part, by any act or omission of PORTLAND MUSIC FESTIVAL, LLC, its guests,
agents, officers, employees, partners or contractors or anyone for whose act it may be liable.
PORTLAND MUSIC FESTIVAL, LLC’S obligations under this paragraph shall survive the
termination of this Agreement.

 27. Release. PORTLAND MUSIC FESTIVAL, LLC hereby releases the CITY and
its officers, agents and personnel (collectively, the “Releasees”) from any and all claims, liabilities,
damages, losses, costs, fees and expenses arising out of or resulting, directly or indirectly, from
PORTLAND MUSIC FESTIVAL, LLC’s use of Payson Park, including, without limitation,
injuries, losses and damages for bodily injury (including disability or death) and property damage,
regardless of cause, including any and all claims, damages and liabilities that arise out of or result
from any actions or omissions, including negligence, on the part of any of the Releasees.
PORTLAND MUSIC FESTIVAL, LLC promises not to sue any of the Releasees with respect
to any such claims or liabilities. This waiver and release is intended to be as broad as the law allows
and shall survive termination of this Agreement.

 IX. TERMINATION



 28.  Termination by the City. The City may terminate this Agreement, without prior
notice to PORTLAND MUSIC FESTIVAL, LLC, under any of the following conditions:

 a. A good faith determination by the City that PORTLAND MUSIC
 FESTIVAL, LLC has failed to comply with any of the terms or conditions of
 this Agreement, after providing PORTLAND MUSIC FESTIVAL, LLC with
 written notice and a reasonable opportunity to cure such failure.

 b. Failure of PORTLAND MUSIC FESTIVAL, LLC to respond appropriately
 to excessive and substantiated noise complaints about the Event as provided in
 this Agreement or otherwise, which complaints reflect significant public
 inconvenience or other breaches of the peace, as determined by the City
 Manager, after providing PORTLAND MUSIC FESTIVAL, LLC with
 written notice and a reasonable opportunity to remedy such complaints.

 c. Upon determination by the City that PORTLAND MUSIC FESTIVAL, LLC
 has made material misrepresentations to the CITY in connection with its use or
 occupancy of any of Payson Park.



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 d. The CITY determines, in its discretion, that it is prevented from furnishing use
 of the Premises, or any portion thereof, to PORTLAND MUSIC FESTIVAL,
 LLC on the dates scheduled due to structural failure, flooding, fire damage or
 other physical damage to the Premises.

 e. The CITY determines, in its discretion, that it is prevented from furnishing use
 of the Premises, or any portion thereof, to PORTLAND MUSIC FESTIVAL,
 LLC on the dates scheduled due to (a) acts of God; (b) flood, fire, earthquake
 or explosion; (c) war, invasion, hostilities (whether war is declared or not),
 terrorist threats or acts, riot or other civil unrest; (d) government order or law;
 (e) actions, embargoes or blockades in effect on or after the date of this
 Agreement; (f) action by any governmental authority; (g) national, regional or
 local emergency, including a local emergency declared by the Portland City
 Council; (h) strikes, labor stoppages or slowdowns or other industrial
 disturbances; (i) epidemic, pandemic or similar influenza or bacterial infection;
 (j) shortage of adequate medical supplies and equipment; (k) shortage of power
 or transportation facilities; and (l) other events beyond the reasonable control
 of the CITY.

 In the event that the CITY terminates the Agreement for any of the reasons set forth above
or any other reason, PORTLAND MUSIC FESTIVAL, LLC’s only legal or equitable claim shall
be for a refund of the deposits paid, including the donation to the Portland Parks Conservancy
described in Section IV (20) (b) herein. In the event the CITY terminates this Agreement for the
reasons set forth in Paragraphs 28(a), (b) and (c), the CITY may, in its discretion, deduct from the
deposits the direct costs incurred by the CITY in connection with this Agreement prior to the date
of termination. IN NO EVENT WILL CITY BE LIABLE TO PORTLAND MUSIC
FESTIVAL, LLC OR ANY THIRD PARTY FOR ANY DAMAGES EXCEEDING THE
AMOUNT OF THE DEPOSIT, INCLUDING WITHOUT LIMITATION, LOSS OF PROFIT
AND INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES
ARISING OUT OF OR RELATING TO THIS AGREEMENT.


 29. Termination by PORTLAND MUSIC FESTIVAL, LLC. In the event
PORTLAND MUSIC FESTIVAL, LLC terminates this Agreement, the CITY shall retain or
collect from PORTLAND MUSIC FESTIVAL, LLC twenty-five percent (25%) of the fees
described in Section IV of this Agreement in addition to any actual costs directly incurred by CITY
in preparation for the next Event following the date of any such termination

 30. Waiver. No waiver of any breach of any one or more of the conditions of this
Agreement by the CITY shall be deemed to imply or constitute a waiver of any succeeding or other
breach hereunder.


 X. ADDITIONAL TERMS




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 31. Community Outreach. PORTLAND MUSIC FESTIVAL, LLC shall conduct
annual community outreach through neighborhood meetings. The meetings will be hosted at
Payson Park, another location approved by the City, or by video conferencing. The neighborhood
meetings shall be conducted at a time and in a manner that is accessible to community members
within the neighborhoods surrounding Payson Park. PORTLAND MUSIC FESTIVAL,
LLC shall hold at least two neighborhood meetings per each annual Event. One meeting shall be
held no less than sixty (60) days prior to the Event each year to prepare for the upcoming event
and one meeting shall be held no more than ninety (90) days after the last day of the Event to
discuss how the Event can be improved the following year. No less than thirty (30) days prior to
each neighborhood meeting, PORTLAND MUSIC FESTIVAL, LLC shall create a written
notice with a brief description of the Event and information about how to provide neighborhood
input including the date, time and place of the next neighborhood meeting and alternative ways to
ask questions or provide comment. PORTLAND MUSIC FESTIVAL, LLC shall provide a
digital copy of the notice to the CITY to post on its website and in other public locations in the
CITY and distribute to residents by other means deemed appropriate by the CITY. PORTLAND
MUSIC FESTIVAL, LLC shall keep and provide a record of approximate number of participants
and feedback generated during the neighborhood meeting (s) and provide those records to the
CITY immediately following each meeting. All costs associated with neighborhood outreach shall
be the sole responsibility of PORTLAND MUSIC FESTIVAL, LLC.

 32. Other Financial Obligations. PORTLAND MUSIC FESTIVAL, LLC shall be
solely responsible for any other financial obligations incurred as a result of the use of Payson Park
for any Event or otherwise in connection with this Agreement. These obligations shall specifically
include:

 a. PORTLAND MUSIC FESTIVAL, LLC shall be responsible for payment of
 any State or Federal taxes, or any other governmental assessment which may
 be required in connection with an Event or other use of Payson Park.

 b. PORTLAND MUSIC FESTIVAL, LLC shall be solely responsible for the
 payment of any royalties or charges which are due or may become due on
 material used for or during an Event. PORTLAND MUSIC FESTIVAL,
 LLC warrants to the CITY that such royalties or charges have been paid or will
 be paid promptly in accordance with law. PORTLAND MUSIC FESTIVAL,
 LLC further agrees to hold the CITY harmless and indemnify it for all its costs
 or losses, just or unjust, including attorney's fees in defense of claims, relating
 to payment of any royalty, charge or fee for the use of material by PORTLAND
 MUSIC FESTIVAL, LLC during an Event.

 33. Compliance with Law. PORTLAND MUSIC FESTIVAL, LLC agrees to
comply with all applicable laws and regulations in its operations hereunder, including but not
limited to all applicable federal, state and local environmental law and regulations and laws and
regulations governing hazardous substances, with respect to all its activities on Payson Park, and
to conduct all its activities on Payson Park in a safe, responsible, reasonable and business-like
manner. PORTLAND MUSIC FESTIVAL, LLC shall be responsible for payment of any fines



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or monies owed as result of any failure to comply with any such laws, rules and/or regulations.
PORTLAND MUSIC FESTIVAL, LLC further specifically agrees:

 a. To consult with the City's Fire Chief prior to any operations under this
 Agreement to determine fire safety requirements.

 b. That no person shall be denied admission to any Event on the basis of race,
 color, creed, national origin, sex, disability, sexual orientation, or any other
 class characteristic protected by law.

 34. No Representations. PORTLAND MUSIC FESTIVAL, LLC agrees that no
representations, statements, or warranties, express or implied, have been made by or on behalf of
CITY in respect thereto, except as contained in the provisions of this Agreement. The CITY shall
in no event be liable for any latent defects of the Premises, unless the CITY has actual knowledge
of the defect and has failed to disclose such information to PORTLAND MUSIC FESTIVAL,
LLC.

 35. Assignment. PORTLAND MUSIC FESTIVAL, LLC may not assign, pledge,
sublet or otherwise transfer any interest or right granted by this Agreement without the prior
written consent of the City Council; provided, however, that PORTLAND MUSIC FESTIVAL,
LLC may engage subcontractors or hire individuals to perform services or provide supplies related
to an Event consistent with the terms of this Agreement.

 36. Attorney's Fees. PORTLAND MUSIC FESTIVAL, LLC shall pay all
reasonable attorney's fees and costs on behalf of CITY if: (i) CITY should institute litigation
against it for breach of any term or condition of this Agreement, if the CITY is the prevailing party
in litigation; (ii) CITY should institute litigation against PORTLAND MUSIC FESTIVAL,
LLC for an unlawful detainer of Payson Park, if the CITY is the prevailing party in litigation; (iii)
CITY is made a party to litigation against PORTLAND MUSIC FESTIVAL, LLC, instituted
by a third party related to use of Payson Park under this Agreement; or (iv) if the CITY is required
to defend itself against any action or defense prosecuted by PORTLAND MUSIC FESTIVAL,
LLC or any third party arising out of PORTLAND MUSIC FESTIVAL, LLC’s use or
occupancy of Payson Park that does not result in a final judgment in favor of PORTLAND
MUSIC FESTIVAL, LLC. Fees and costs of defense incurred by the CITY shall be reimbursed
within thirty (30) days of invoice whether the litigation is prosecuted to judgment or not. Amounts
advanced by CITY, not reimbursed within said thirty (30) days, shall bear interest at a rate of one
and one-half percent (1 1⁄2 %) per month.

 37. Additional Permit Required. PORTLAND MUSIC FESTIVAL, LLC
 understands that the terms and conditions set forth in the Council Order and this Agreement
are not exhaustive and the CITY reserves the right to include additional terms and conditions in
the festival permit issued by the CITY’s Parks, Recreation and Facilities Department.

 38. Complete Agreement. This Agreement and its Exhibits constitute the entire and
integrated agreement and supersede all the terms and conditions of any prior agreement,
negotiations, or representations, written or oral, between the parties, including but not limited to


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the Original Agreement. This Agreement may not be further modified, except in writing, signed
by the parties.

 39. Rights Acquired. No rights will be acquired under this Agreement until the
required certificates of insurance have been provided to the CITY.

 40. No property rights. No provision hereof shall be construed as conveying an
easement or other estate in land.

 41. Amendment. This Agreement may be amended only in writing executed by the
parties.

 42. No Waiver. No waiver of any breach of any one or more of the conditions of this
Agreement by the CITY shall be deemed to imply or constitute a waiver of any succeeding or other
breach hereunder.

 43. Execution in Counterparts. This Agreement may be executed in any number of
counterparts and by different parties in separate counterparts. Each counterpart when so executed
shall be deemed to be an original and all of which together shall constitute one and the same
agreement. A signature in a pdf or electronic document shall be considered the equivalent of an
original signature.

 44. Authority. PORTLAND MUSIC FESTIVAL, LLC warrants and represents that
it has the full right and authority to enter into this Agreement, that there is no impediment that
would inhibit its ability to perform their respective obligations under this Agreement, and that the
person signing this Agreement on behalf of PORTLAND MUSIC FESTIVAL, LLC has the
authority to do so.

 45. Further Assurances. Each party hereby agrees to cooperate with the other party’s
efforts to take such further actions as may be reasonably requested by the other party to carry out
the provisions and purposes of this Agreement and to implement the operation of the Event and
the other transactions contemplated herein, including without limitation, to execute, acknowledge,
and deliver any affidavits, certificates, assurances, consents, or other instruments as may be
necessary to fulfill the intent of this Agreement.

 45. Governing Law and Jurisdiction. This Agreement shall be construed in all
respects in accordance with, and governed by, the laws of the State of Maine. All parties and
guarantors hereto hereby consent to the exclusive jurisdiction of the Superior Court for the County
of Cumberland in the State of Maine, for all actions, proceedings, and litigation arising from or
relating directly or indirectly to this Agreement or any of the obligations hereunder, and any
dispute not otherwise resolved as provided herein shall be litigated solely in said Court.

 [SIGNATURE PAGE ATTACHED HERETO.]




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 IN WITNESS WHEREOF, the CITY OF PORTLAND has caused this Agreement to
be signed by Danielle P. West, City Manager, and by Tyler Grill, Manager of PORTLAND
MUSIC FESTIVAL, LLC, LLC, thereunto duly authorized the day and year first above written.




 CITY OF PORTLAND


 Date:____________________ ____________________________________
 By: Danielle P. West
 Its: City Manager




 Approved as to form: ________________________

 Corporation Counsel’s Office




 PORTLAND MUSIC FESTIVAL, LLC



 Date:____________________ ____________________________________
 By: Tyler Grill
 Its: Manager, duly authorized




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 EXHIBIT B

 APPROVED EVENTS SCHEDULE for 2026-2028




 DATE DAY Schedule

 6 days prior
 Sunday Layout site
to event

 5 days prior
 Monday Field protection in place
to event

 4 days prior
 Tuesday Start of tenting/decor
to event

 3 days prior
 Wednesday Fencing begins
to event

 2 days prior
 Thursday Sound, lights, stages
to event

 1 day prior to
 Friday Final Prep
event

 Day 1 of
 Saturday Day 1
Event

 Day 2 of
 Sunday Day 2
Event

 1 day
 Monday Breakdown begins
following event

 2 days
 Tuesday Breakdown concludes
following event

 3 days Last of the porta potties and all
 Wednesday
following event remaining assets removed




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  18
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Page 22
EXHIBIT C




  19
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Page 23
 GUARANTY OF
 GOODWORKS PORTLAND FEST LLC

 For valuable consideration, the receipt of which is hereby acknowledged, and in
consideration of an Agreement between the CITY OF PORTLAND (hereinafter "City"), a Maine
corporate body politic and PORTLAND MUSIC FESTIVAL, LLC (the "CONTRACTOR") for
the CONTRACTOR to rent and produce a music festival on certain Property owned by the City
of near and even date (the “Agreement”), the Undersigned, one of the equity owners of the
Contractor and a wholly owned subsidiary of GoodWorks Entertainment Group, LLC,
unconditionally guarantees to the City, its successors and assigns, full and prompt payment when
due of all such payments due under the Agreement and any and all other liabilities of
CONTRACTOR to the CITY arising under the Agreement, and all renewals, extensions or
modifications thereof of substitutions therefor (collectively, the "Obligations") together with all
costs and expenses of collection thereof and of enforcement of this Guaranty, including
reasonable attorney's fees.

 Notice of acceptance of this Guaranty and of any action taken by the CITY from time to
time under this Guaranty or the Obligations is hereby waived, and this Guaranty shall operate as
a continuing and absolute Guaranty covering all Obligations.

 Upon any default by CONTRACTOR under the Agreement, the liability of the
Undersigned shall be effective immediately, without demand, presentment, protest or notice of
any kind, all of which are hereby waived, without any action, proceeding or suit, whether against
CONTRACTOR, any security for the Obligations, or any other party liable for the Obligations,
without exhausting any other remedies, and without further steps to be taken or further
conditions to be performed by the CITY. Failure of the CITY to make any demand or otherwise
to proceed against the Undersigned or any other person liable on the Obligations in respect to
any default by CONTRACTOR shall not constitute a waiver of the CITY's right to proceed in
respect to any or all other defaults by CONTRACTOR.

 The Undersigned hereby waives any right of exoneration by the CONTRACTOR, or to
contribute from any co-surety or security for any of the Obligations, defers any right of
subrogation until all obligations of the CONTRACTOR to the CITY, whether or not guaranteed
by the Undersigned, are paid in full, and defers any right to reimbursement from the
CONTRACTOR, until all Obligations of the CONTRACTOR are paid in full.

 This Guaranty shall be binding upon successors and assigns of the Undersigned; and the
dissolution of the Undersigned shall not relieve its successors and assigns, from any liability or
obligation accruing prior to such succession or assignment, nor accruing prior to the expiration
of five (5) days after receipt by the City of notice of such death, succession or assignment, and
shall not relieve or discharge the Undersigned from his or her liability hereunder. The
Undersigned hereby submits to the jurisdiction of the courts of the United States of America,
Cumberland County, and State of Maine in connection with any suits or proceedings arising
hereunder. The undersigned hereby knowingly, voluntarily and intentionally waives any right to
a jury trial, whether arising under the Maine Constitution, United States Constitution or any State
or Federal statute, regulations, common law or rule of civil procedure with respect to any action

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or claim arising under or relating to this Guaranty or the dealings or the relationship between any
parties hereto.
 Concurrently upon the payment, performance, and satisfaction in full of the Obligations
and any commitments of the CITY to the CONTRACTOR with respect to the Obligations, this
Guaranty shall automatically terminate, and the CITY shall duly execute all agreements,
terminations, consents, and releases reasonably requested by Guarantor evidencing (i) the
satisfaction of the Obligations and (ii) the CITY’s release of Guarantor from this Guaranty.


 This instrument and all rights and remedies of the parties shall be construed and
interpreted under the laws of the State of Maine.


 IN WITNESS WHEREOF, the Undersigned has duly executed this Guaranty this
____day of September, 2025.

 GOODWORKS ENTERTAINMENT
 PORTLAND FEST LLC



____________________________ _____________________________
Witness By: Tyler Grill
 Its: Manager, duly authorized




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 GUARANTY OF
 SHORE SOUND ENTERTAINMENT LLC

 For valuable consideration, the receipt of which is hereby acknowledged, and in
consideration of an Agreement between the CITY OF PORTLAND (hereinafter "City"), a Maine
corporate body politic and PORTLAND MUSIC FESTIVAL, LLC (the "CONTRACTOR") for
the CONTRACTOR to rent and produce a music festival on certain Property owned by the City
of near and even date (the “Agreement”), the Undersigned, one of the equity owners of the
Contractor, unconditionally guarantees to the City, its successors and assigns, full and prompt
payment when due of all such payments due under the Agreement and any and all other
liabilities of CONTRACTOR to the CITY arising under the Agreement, and all renewals,
extensions or modifications thereof of substitutions therefor (collectively, the "Obligations")
together with all costs and expenses of collection thereof and of enforcement of this Guaranty,
including reasonable attorney's fees.

 Notice of acceptance of this Guaranty and of any action taken by the CITY from time to
time under this Guaranty or the Obligations is hereby waived, and this Guaranty shall operate as
a continuing and absolute Guaranty covering all Obligations.

 Upon any default by CONTRACTOR under the Agreement, the liability of the
Undersigned shall be effective immediately, without demand, presentment, protest or notice of
any kind, all of which are hereby waived, without any action, proceeding or suit, whether against
CONTRACTOR, any security for the Obligations, or any other party liable for the Obligations,
without exhausting any other remedies, and without further steps to be taken or further
conditions to be performed by the CITY. Failure of the CITY to make any demand or otherwise
to proceed against the Undersigned or any other person liable on the Obligations in respect to
any default by CONTRACTOR shall not constitute a waiver of the CITY's right to proceed in
respect to any or all other defaults by CONTRACTOR.

 The Undersigned hereby waives any right of exoneration by the CONTRACTOR, or to
contribute from any co-surety or security for any of the Obligations, defers any right of
subrogation until all obligations of the CONTRACTOR to the CITY, whether or not guaranteed
by the Undersigned, are paid in full, and defers any right to reimbursement from the
CONTRACTOR, until all Obligations of the CONTRACTOR are paid in full.

 This Guaranty shall be binding upon successors and assigns of the Undersigned; and the
dissolution of the Undersigned shall not relieve its successors and assigns, from any liability or
obligation accruing prior to such succession or assignment, nor accruing prior to the expiration
of five (5) days after receipt by PDC of notice of such death, succession or assignment, and shall
not relieve or discharge the Undersigned from his or her liability hereunder. The Undersigned
hereby submits to the jurisdiction of the courts of the United States of America and Cumberland
County, State of Maine in connection with any suits or proceedings arising hereunder. The
undersigned hereby knowingly, voluntarily and intentionally waives any right to a jury trial,
whether arising under the Maine Constitution, United States Constitution or any State or Federal
statute, regulations, common law or rule of civil procedure with respect to any action or claim

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arising under or relating to this Guaranty or the dealings or the relationship between any parties
hereto.
 Concurrently upon the payment, performance, and satisfaction in full of the Obligations
and any commitments of the CITY to the CONTRACTOR with respect to the Obligations, this
Guaranty shall automatically terminate, and the CITY shall duly execute all agreements,
terminations, consents, and releases reasonably requested by Guarantor evidencing (i) the
satisfaction of the Obligations and (ii) the CITY’s release of Guarantor from this Guaranty.

 This instrument and all rights and remedies of the parties shall be construed and
interpreted under the laws of the State of Maine.


 IN WITNESS WHEREOF, the Undersigned has duly executed this Guaranty this
____day of September, 2025.

 SHORE SOUND ENTERTAINMENT LLC



____________________________ _____________________________
Witness By: Jordan Wolowitz
 Its: Manager, duly authorized




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EXHIBIT B - Portland Parks Commission Statement on the Back Cove Music Festival at
Edward Payson Park 

The Portland Parks Commission has reviewed and reflected on the inaugural Back Cove Music
Festival, held this summer in Edward Payson Park. Following a presentation from City oﬃcials and
organizers, and public and Commissioner testimony, the Commission is oﬀering the following
summary and recommendations for the City Council Committee as it considers a proposed
three-year agreement to continue hosting the festival.

As a Commission, we want to note an ongoing and important tension raised in our
deliberations: the use of public parks as sites for large-scale, privately-operated events. Some
Commissioners expressed concern about the appropriateness of granting extended access to a
for-profit entity—however responsible—on land that is meant to serve all residents equitably at all
times. Others highlighted the unique value such partnerships can bring in terms of investment,
visibility, and park improvements that might not otherwise be possible. This is not a tension that is
easily resolved, but it is one we believe the City should continue to examine carefully when
evaluating both this proposed agreement and future events.

Overall, the Commission acknowledges that the 2024 Back Cove Music Festival was a
successful and responsibly executed event, especially considering it was the first of its kind at
this scale in Payson Park. The Parks, Recreation, and Facilities Department and City staﬀ were
thoughtful and proactive in their work, and they reported that the event organizers were
exceptionally collaborative throughout both planning and execution. We were particularly
encouraged by the alignment between the festival’s goals and our mission to foster community
connection and long-term stewardship of our parks. Highlights included:
 ● Sustainable and inclusive transportation planning: The use of shuttles, a bike valet
 service (which served nearly 1,000 bikes), and people-powered transit significantly
 reduced the need for on-site parking. This contributed to the low environmental impact
 and aligned with Portland’s sustainability goals.
 ● Public infrastructure improvements: The creation of new trails to support access to the
 festival site—trails that had long been on the Parks Department’s wishlist—enabled over
 10,000 trail uses during the weekend and now remain as a long-term community asset.
 ● Park reinvestment: The festival contributed approximately $100,000 in park funding,
 which will support ongoing enhancements to Payson Park.
 ● Positive public reception: While there were some noise complaints (in the range of tens),
 the vast majority of feedback from attendees and community members was positive. As
 one Commissioner put it, the event was “extraordinarily responsible.”

Nonetheless, several concerns were raised that should inform future agreements and planning
for any large-scale event in our parks:
 ● Neighborhood communication and impact: While transportation innovations were
 generally successful, changes to shuttle routes and drop-oﬀ points were made quickly in


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 response to evolving needs, which led to significant and unanticipated impacts on
 adjacent neighborhoods. Some residents experienced 12 hours of shuttle traﬃc without
 suﬃcient prior notice. Communication with directly aﬀected neighbors—particularly those
 on the periphery of Payson Park—must be significantly improved.
 ● Increased “buy in” in contract from event organizers: Deposits for noise and park
 damages should be raised. Community inclusion processes should be articulated in the
 contract.
 ● Clarity and accessibility of information: There was inconsistent signage and lack of
 proactive, multilingual, and multimodal communication regarding event logistics, park
 access, and street closures. This included the build-out phase before the festival, when
 local residents were unsure where and if they could access certain sections of the park.
 Reliance on social media and responsive versus proactive communication channels was
 not suﬃcient.
 ● Equity and local access: The festival should ensure that residents living closest to the
 park—including those in public housing or lower-income neighborhoods—have equitable
 access to participate in the event, including potential for reserved or discounted tickets.
 ● Post-event engagement: Mechanisms to solicit neighborhood feedback and community
 input post-event were limited. Future contracts should include clearer expectations for
 community engagement both before and after events.
 ● Transparency in park reinvestment: While the financial investment in the park is
 commendable, there is a need for greater transparency and potentially community input
 into how these funds are allocated.

The Commission believes that the Back Cove Music Festival demonstrates real promise as a
long-term community event that creatively activates public space and contributes to Portland’s
cultural and economic vitality. We are optimistic about the potential for this event to evolve into a
model of inclusive, sustainable, and community-responsive park use. We respectfully recommend
that, should the City proceed with a multi-year agreement, the contract explicitly include:
 ● Enhanced requirements for community notification and engagement;
 ● Noise and impact deposit provisions;
 ● Clear transportation and signage protocols;
 ● Transparent reinvestment planning with public input; and,
 ● Equity goals and benchmarks for local access.

We thank the City Council Committee for its consideration of these reflections and
recommendations.

Respectfully,
Beth Rabbitt, Chair, at-large
Will Elting, Vice Chair, at-large




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FINAL October 15, 2025 HEDC Meeting Minutes
 Approved October 21, 2025


 Minutes

 Remote Housing and Economic Development Committee

 October 15, 2025

 NOTE: This meeting was held via Zoom and can be viewed at this link:

 https://portlandme.portal.civicclerk.com/event/8331/media. These Minutes provide

  a record of those in attendance, general discussion taking place, and motions made.

 A remote meeting of the Housing and Economic Development Committee (HEDC) of

  the Portland City Council was held on Tuesday, October 15, 2025, at 5:30 p.m. via Zoom.

  Present from the HEDC were Chair Councilor Pious Ali, and members Councilors Sarah

  Michniewicz, Regina Phillips and Kate Sykes. Present from the City staff were Housing and

  Economic Development Department Director Greg Watson, Housing and Community

  Development Division Director Mary Davis, Corporation Counsel Michael Goldman,

  Assistant City Manager Dena Libner, Parks and Recreation Department Director, Ethan

  Hipple, and Director of Public Assemblies Division, Andy Downs.

Item #1: Review and recommendation to City Council for Agreement for 2026 Back Cove

Festival

 Director Hipple introduced the item and outlined the revisions made as a result of

guidance received from Committee members during the meeting on October 7, 2025. Revisions

include an increase to the noise deposit ($1,000 to $5,000) and requiring any transfer of contract

rights to be approved by the City Council, not the City Manager.

 Councilor Phillips and Councilor Michniewicz asked several clarifying questions.

Councilor Michniewicz asked staff to review all changes made to the original agreement, which

Director Hipple provided. Councilor Michniewicz requested that Corporation Counsel review if


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and how amendments may be made by the Council. Corporation Counsel Goldman indicated

that a contract is different from an ordinance and it would be difficult for the Council to make

amendments on the floor as the other party would not have an opportunity to agree or negotiate.

Councilor Sykes indicated that all her concerns were not addressed and she remains concerned

about transparency around the type of tickets issued, return on investment to the City, and how

neighborhood concerns are being addressed.

 After continued committee discussion and responses from staff, Councilor Ali asked for a

motion. Councilor Phillips made a motion which was seconded by Councilor Michniewicz. The

Committee voted 3-1 (Sykes against) to forward the item on to the City Council for approval.

 Public comment was not taken on this item because the Committee took public comment

at its meeting on October 7, 2025.

 Motion to adjourn by Councilor Phillips, seconded by Councilor Michniewicz and

approved by 4-0 vote Meeting was adjourned at 6:41 pm.

Next meeting is scheduled for October 21, 2025.

 Respectively submitted, Mary Davis




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