Economic Development Committee — Portland, ME
Date: 2018-06-19

ECONOMIC DEVELOPMENT COMMITTEE
 DATE: June 19, 2018 (Tuesday)
 TIME: 5:30 – 7:30 p.m.
 LOCATION: Room 209
 Portland City Hall


 1. Review and accept Minutes of previous meeting held on June 5, 2018.

 2. Verbal update regarding next steps related to the Maine State Pier Redevelopment Plan –
 Jon Jennings, City Manager

 3. Portland Pier – Public hearing and vote to recommend to City Council the proposed Street
 Discontinuance/Public Access to Remain.
 a. See enclosed memo from Bill Needelman.

 4. Public Hearing and vote to recommend to City Council proposed amendments to the
 following Purchase and Sale Agreements related to establishing a new pedestrian
 easement between Parris and Hanover Streets along the Proposed 44 and 82
 Hanover Street Property Line:
 a. For City sale of 44 Hanover Street to Watson & Co. LLC; and
 b. For City sale of 82 Hanover Street to Watson & Co. LLC
 See enclosed Memorandum from Greg Mitchell and back up material.
 NOTE: Pursuant to 1 M.R.S.A. 405(6)(C), the Committee may go into executive session to
 discuss real estate negotiations and provide guidance to staff.

 5. Public Hearing and vote to recommend to the City Council Proposed Amendments to
 Bayside Tax Increment Financing District to remove Unit 2 (Proposed Project floors 2-7)
 located at 178 Kennebec Street in order for the above ground residential project to be an
 Affordable Housing Tax Increment Financing District
 a. See enclosed Memorandum from Greg Mitchell and back up material.

 6. Update and Discussion regarding proposed City Payment in Lieu/Service in Lieu of Taxes
 Policy related to non-profit organizations.
 a. See enclosed Memorandum from Brendan O’Connell and back up material

 7. Executive Session: Pursuant to 1 M.R.S.A. 405(6)(C), the Committee will go into executive
 session to provide staff guidance related to the following:
 a. Real estate negotiations related to a possible sale in the Portland Technology Park.

 Councilor Justin Costa/Chair

NOTE: No public comment will be taken on non-action items.
Next Meeting: July 17, 2018
 CITY OF PORTLAND/ECONOMIC DEVELOPMENT DEPT./389 CONGRESS ST./PORTLAND, ME 04101/(207) 874-8683
 Minutes
 Economic Development Committee
 June 5, 2018


 NOTE: These meetings are now live-streamed, which can be viewed at this link:

 http://www.portlandmaine.gov/1695/Economic-Development-Committee These

 Minutes provide a record of those in attendance, general discussion taking place, and

 motions made.

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

 Council was held on Tuesday, June 5, 2018 at 7:00 p.m. (originally scheduled to start

 at 6:30, but late in starting due to joint EDC and Housing Committee meeting

 running from 5:30 to 7:00 p.m.) in Room 209 of Portland City Hall. Present from

 the Committee was its Chair Councilor Justin Costa and members Councilors Nicholas

 Mavodones and Spencer Thibodeau. Also present from the City Council was Mayor Ethan

 Strimling. Present from the City staff were Senior Planner Nell Donaldson, Associate

 Corporation Counsel Michael Goldman, Economic Development Director Greg Mitchell, and

 Senior Executive Assistant Lori Paulette.

 Chair Costa opened the meeting suggesting that items be taken out of order, namely

 Item #4 first, Item #3 second, and Item #2 last due to schedules of the EDC. The Committee

 concurred.

 Item #1: Review and accept Minutes of previous meeting held on May 15, 2018.

 A motion was made by Councilor Mavodones, seconded Councilor Thibodeau to accept

the Minutes as presented. Chair Costa then asked for a vote on the motion and it passed

unanimously.




 1
 Item #4: Public Hearing and vote to recommend to the City Council Third

Amendment to 178 Kennebec Street Purchase and Sale Agreement.

 Mr. Mitchell said that 178 Kennebec Street is a gravel lot that has been used by Public

Works, and this project was discussed earlier in the joint EDC/Housing Committee (HC)

meeting. The proposed amendment regards the project scope. The project scope is proposed to

be amended from 50 units of housing on the upper floors to 46 units of housing; from 1-, 2-, 3-

bedroom apartments to all 1-bedroom apartments set aside for households whose head of

household is aged 55+ with an income mix targeted at 22% market rate and 78% affordable

(aimed at those at or below 60% of the area median income). The original proposal targeted an

income mix at 35% market rate, and 65% affordable.

 Chair Costa said that this is one of the six parcels the City is in the process of selling of

former Public Works space, and then opened the meeting for public comment.

 George Rheault, resident of the Bayside neighborhood, noted that this is not a small

change of scope in that the prior scope provided for more diversity of residents which would also

provide for more robust activity in Bayside. Families are very important to Bayside, and this

would not provide for that opportunity. He also expressed dismay at no community input.

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

 Councilor Thibodeau made a motion to forward this to the City Council with a

recommendation for approval; Councilor Mavodones seconded the motion.

 Councilor Thibodeau said that this a good project. There are financial incentives for this

kind of project – affordable housing for 55+ year olds.




 2
 Mayor Strimling said that he is okay with this change, although noted that he always

wanted to have more housing. The 55+ age bracket does reduce diversity but understood the

financial incentives involved to make this happen.

 Councilor Mavodones said that he would support the change and understood that more

diversity was preferable. However, financial feasibility for a project is beyond the City control.

These are good developers and noted that it could lay fallow otherwise.

 Chair Costa thanked the staff – Housing and Economic Development - for their continued

work on these projects. This makes sense, considering the financial piece to make it happen. It

is responsible to move forward.

 A vote was taken on the motion and it passed unanimously.

 Item #3: Public Hearing and vote to recommend to City Council authorizing

discontinuance of Vehicular Easement and Retention of Pedestrian and Utility Easement

along Lancaster Street between Parris Street and Hanover Street on the 82 Hanover Street

Property and Accept a New Pedestrian Easement on 44 Hanover Street.

 Mr. Mitchell handed out (copy attached) an updated redlined memo regarding this item.

The existing easement of Lancaster Street right-of-way was discontinued years ago, with

vehicular, pedestrian, and utility easements remaining – affecting both 82 Hanover Street and 44

Hanover Street. It is being proposed to discontinue vehicular and pedestrian access and maintain

a utility easement for the entire street, which would result in visual open space. It is also being

recommended to amend both Purchase and Sale Agreements (for 82 Hanover Street and 44

Hanover Street), at the next EDC meeting, to establish a 10-foot wide pedestrian easement

parallel to the utility easement.




 3
 Chair Costa asked if actions would go to the City Council together, and Mr. Goldman

said the discontinuance process is governed by statute, and noted that the City Council would

have a first reading and vote to discontinue on June 18, followed by a public hearing and vote to

discontinue on July 16. It is also anticipated the proposed amendments to the 82 Hanover PSA

and 44 Hanover PSA would be on the July 16 Council Agenda for a vote.

 Mr. Mitchell added that this schedule would allow for an August closing on the sale of

these two properties.

 There followed discussion on whether the 30-foot utility easement would allow public

access. It was noted that the City does not own this property but would retain the utility

easement in the property. As such, no permanent structures could be built on the 30-foot utility

easement. It was noted, however, that the developer could rope off an area for customer use,

while still allowing the public access through the 10-foot pedestrian easement. In addition, it

was also noted that the utility easement area would not allow for parking or for vehicular access

to property, and would be consistent with the Purchase and Sale Agreements and associated

projects.

 Chair Costa opened the meeting for public comment.

 George Rheault, resident of Bayside, said this has changed since June 2017 where he was

under the impression it would be park like. There has been vehicular access for quite a while,

which was beneficial for emergency vehicles.

 Seeing no further comments, Chair Costa closed the public comment session.

 Councilor Mavodones made a motion to forward this item to the City Council with a

recommendation for approval; Councilor Thibodeau seconded the motion.




 4
 Councilor Mavodones said that while he was not on this Committee last year when this

was taken up, renderings do change. Vehicular access now is not needed and he supports this

amendment, noting it was a good path forward and will provide for an open visual space and

pedestrian easement.

 Councilor Thibodeau said that he would support this, with a condition that there be a

reciprocal easement, or restrictive covenant, that there will be no parking or vehicle access on the

utility easement area. This should be included when the City Council votes on the item.

 Councilor Thibodeau then made a motion to amend the main motion to include the

reciprocal easement language or restrictive covenant language as noted above. Councilor

Mavodones seconded the motion and it passed unanimously.

 Chair Costa thanked staff for their work and agreed that this is a good direction and made

sense.

 Mayor Strimling noted that although the project is good, this is a step backward for public

access.

 Chair Costa asked for a vote on the main motion and it passed unanimously.

 (Councilor Thiobdeau had to leave the meeting at this time.)

 Item #2: Portland Impact Fee Study – update for Committee discussion. Presentation by

TischlerBise – Impact Fee Consultant

 Ms. Donaldson said that the Impact Fee study is being done by the City’s consultant

TischlerBise working with the Planning Department, Parks and Recreation, and Public Works.

She noted that the Portland Comprehensive Plan had an element to explore ways to pay for

development growth and impact fees are such a way and are done throughout the country, and a

few municipalities in Maine have also adopted them. Impact Fees are a way to be predictable

and equitable in development projects. This study is in the early stages compiling data, and at




 5
the end of the study the Committee would be presented with draft fees, as would the Planning

Board, for recommendations to the City Council. There have been stakeholders meetings in

May, with more to follow. She then introduced Carson Bise of TischlerBise (TB).

 Mr. Bise gave the Committee background on TB and projects they have undertaken. He

went through the attached PowerPoint presentation, noting the Impact Fees (IF) are a one-time

fee for a project, not a tax, for growth related infrastructure. IF cannot be used for operations,

maintenance, or replacement. IF are more like a contractual arrangement to build infrastructure

with three requirements: need, benefit, and proportionate.

 After the presentation, Mr. Bise noted next steps included finalizing capital needs

assessment, discuss methodological alternatives with staff, agree on likely fee calculation

methodology, and second round of stakeholder outreach.

 Chair Costa noted that the process should also consider/list projects that could be funding

by the CIP and TIF Districts, as well as IF funding.

 (Councilor Mavodones left the meeting, so there was no longer a quorum.)

 Mayor Strimling asked why the development community would like this, and Ms.

Donaldson said that it would provide consistency and clarity on their projects and associated

costs.

 Mayor Strimling asked if this would work with hotel linkage fees, currently being

discussed and considered. Mr. Bison indicated that he was not aware of this.

 Chair Costa thanked the consultant and staff for work to date and looked forward to it

maturing.

 The meeting then adjourned at 8:40 p.m.

 Respectfully, Lori Paulette




 6
 Economic Development Department
 Gregory A. Mitchell, Director



 MEMORANDUM



TO: Economic Development Committee

FROM: Greg Mitchell

DATE: May 30, 2018
 REVISED June 5, 2018

SUBJECT: Authorizing Discontinuance of Vehicular Public Easement and
 Retention of Pedestrian and Utility Easement along Lancaster
 Street between Parris Street and Hanover Street on the 82 Hanover
 Street Property

 Recommended Future Actions:and Amending P&S Agreements to
 Reserve Pedestrian easements over 82 and Accept a New
 Pedestrian Easement on 44 Hanover Street



I. SUMMARY

The Planning Board approved the 82 Hanover Street Site Plan on May 17, 2018. The Site Plan
proposed certain improvements to be located in the Lancaster Street right of way (located between
Parris and Hanover Streets), which was discontinued as a public street in the 1980s, but still includes
a public easement for vehicular and pedestrian access as well as a utility easement. The Planning
Board approved the site plan, conditioning the proposed improvements in the Lancaster street right-
of-way on the discontinuance of the easement and the applicant providingprovision of a 10-foot wide
public pedestrian easement to provide midblock pedestrian permeability. The 10-foot wide
pedestrian easement will be located on the 82 and 44 Hanover Street property line – 5 feet on 82
Hanover Street and 5 feet on 44 Hanover Street. It is proposed that the City will reserve these
easements when it sells the parcels. See attached drawing. The 30-foot wide utility easement will be
retained and will restrict development activity within the utility corridor.

II. AGENDA DESCRIPTION

On October 2, 2017, the City Council approved the Purchase and Sale Agreement with Tom Watson
Watson & Co., LLC (“Purchaser”) for its purchase of approximately 1.25 acres of land located at 82
Hanover Street for the purchase price of $2,350,000. See attached Purchase and Sale Agreement.


 CITY OF PORTLAND/ECONOMIC DEVELOPMENT DEPT./389 CONGRESS ST./PORTLAND, ME 04101/(207) 874-8683
The Purchaser then submitted a Site Plan application to the Portland Planning Board, which was
approved on May 17, 2018. All site plan improvements proposed for the Lancaster Street right-of-
way were conditioned upon the discontinuance of the public easement and the applicant
providingprovision of a 10-foot wide public pedestrian easement to provide midblock permeability.
The 10-foot wide pedestrian easement will be located on the 82 and 44 Hanover Street property line –
5 feet on 82 Hanover Street and 5 feet on 44 Hanover Street. See attached drawing. The 30-foot wide
utility easement will be retained and will restrict development activity within the utility corridor.

The approved Site Plan and project includes adaptive reuse of the 1940's Department of Public
Works building with retail, restaurant, bar/eatery, brewery, fitness center, office space, and the
following improvements: 39 newly paved parking spaces with landscaping, new concrete sidewalks,
street trees, and lights along Parris and Hanover Streets. The site plan also includes outdoor seating
areas within the Lancaster Street right-of-way and a 10' wide public pedestrian easement to provide
midblock permeability.

III. BACKGROUND

It has been the long-term goal to sell this and other Public Works Bayside properties per the Year
2000 Bayside Vision. To support these property sales, the City Council approved the acquisition of
property along Canco Road which has been and continues to be redeveloped to support the relocation
of Public Works operations from Bayside and other City Departments.

The subject property has been used for Public Works plowing operations.

IV. INTENDED RESULT AND OR COUNCIL GOAL ADDRESSED

The intended result would be the discontinuance of vehicular and pedestrian access along this portion
of the former Lancaster Street in order to allow for the development of the property as proposed by
the developer. In order to effectuate the conditions placed on the site plan approval, a 10’ pedestrian
easement is also required. Because the City currently owns the property and can simply reserve those
easements when it sells each parcel, it is proposed that the P&S Agreements be amended by
agreement of the parties to authorize that reservation. and acceptance by the City of an easement that
will retain pedestrian rights of access. The discontinuance and new pedestrian easement will help
facilitate the sale of this property to support mixed use development in Bayside, while continuing to
provide a pedestrian easement in this area. It also supports the Council’s long-term goal to sell Public
Works Bayside properties to support Public Works relocation out of Bayside.

V. FINANCIAL IMPACT

There is no financial impact on amending the right-of-way easement.

VI. STAFF ANALYSIS AND BACKGROUND

Staff supports amending the right-of-way as the amendment would continue to providediscontinuing
the pedestrian accesspublic easement and retaining and the existing utility accesseasement.
Recommended future action includes amending the Purchase and Sale Agreements to retain two 5’
pedestrian easements over 82 and 44 Hanover Street in order to ensure ongoing pedestrian
permeability.



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

Staff recommends that the EDC, pursuant to 23 M.R.S.A. 3026-A, recommend approval to the City
Council to discontinue the public easement and accept the new pedestrian easement using the
following process:

EDC Process
The EDC hold a public hearing on this matter at their June 5, 2018 meeting and vote to provide a
recommendation to the City Council.

City Council Process

Discuss the proposed public easement discontinuance (associated with 82 Hanover Street) and new
pedestrian easement (associated with 44 Hanover Street) at their its public meeting on June 18, 2018
and vote to order the discontinuance and acceptance of a public easement as outlined above. Because
the discontinuance is only of the public easement, there are no current abutters other than the City,
and this is being done at the request of the purchaser, no damages are needed.

If the Council so decides, an Order of Discontinuance must be voted on and then posted in the City
Clerk’s office for no fewer than 10 business days. Proposed Motions accomplishing this will be
included in the back up materials.

Thereafter, on July 16, 2018 (which is more than the required 10 business days from the vote on the
18th), the Council would hold a public hearing, with opportunity for public comment, on the Order of
Discontinuance. If, on June 18th, the purchaser has provided an easement to be in held in escrow
pending the sale of the property as recommended by the Planning Board, staff recommends that the
Council approve the Order of discontinuance after the July 16, 2018 hearing.Staff further
recommends that, at its July 16 public hearing, the Council authorize the amendment of the purchase
and sale agreements for 82 and 44 Hanover Streets to reserve 5’ wide pedestrian easements along
Lancaster Street as depicted on the attached plan. If the Council approves the Order of
Discontinuance, the Clerk will record a certificate in the Cumberland County Registry of Deeds. The
discontinuance will become effective on the day the certificate is recorded

VIII. LIST ATTACHMENTS
82 Hanover Street Purchase and Sale Agreement.

Drawing No. EX-01 showing the portion of the Lancaster Street Easement (between Parris and
Hanover Street) and the proposed location for the new pedestrian easement.




 CITY OF PORTLAND/ECONOMIC DEVELOPMENT DEPT./389 CONGRESS ST./PORTLAND, ME 04101/(207) 874-8683
Impact Fee Study Overview
Economic Development Committee Workshop
June 5, 2018
o Impact fees/infrastructure
 financing strategies
o Fiscal/economic impact analyses
o Capital improvement planning
o Infrastructure finance/revenue
  enhancement
o Real estate and market feasibility



 TischlerBise | www.tischlerbise.com 2
 Project Organization
 City of Portland




 Stakeholder Committee




 Carson Bise, AICP
 Project Manager




 Ben Griffin Colin McAweeney
 Project Support Project Support




TischlerBise | www.tischlerbise.com 3
 Impact Fee Fundamentals
o One-time payment for growth-related infrastructure, usually
  collected at the time buildings permits are issued
o Can’t be used for operations, maintenance, or replacement
o Not a tax but more like a contractual arrangement to build
  infrastructure, with three requirements
 • Need (system improvements, not project-level improvements)
 • Benefit
 o Short range expenditures
 o Geographic service areas and/or benefit districts
 • Proportionate




 TischlerBise | www.tischlerbise.com 4
 Common Impact Fee Methods
o Cost Recovery (past)
 • Oversized and unique facilities
 • Funds typically used for debt service
o Incremental Expansion (present)
 • Formula-based approach documents level of service with both
 quantitative and qualitative measures
o Plan-Based (future)
 • Common for utilities but can also be used for other public facilities
 with non-impact fee funding




 TischlerBise | www.tischlerbise.com 5
 Eligible Costs
 o Facilities/improvements required to serve new
 development - Yes
 o Maintenance and repairs – No
 o Operating costs - No
 o Excess capacity in existing facilities – Yes
 o Improvements required to correct existing
 deficiencies – Maybe
 • Unless there is a funding plan in place to correct the existing
 development base share




TischlerBise | www.tischlerbise.com 6
 Why Impact Fees?
 o Infrastructure capacity is essential to accommodate new
 development
 o New growth pays its equitable share
 o Encourages disciplined capital improvement planning
 • Earmarks money for capital improvements
 o Promotes comprehensive planning and growth management
 • Helps ensure adequate public facilities
 o Compared to negotiated agreements, streamlines approval
 process with known costs (predictability)
 o Anti-growth pressure can be eased




TischlerBise | www.tischlerbise.com 7
 Process
 o Determine existing development base and project future
 growth/redevelopment
 o Determine existing levels of service and capital needs due
 to new growth
 o Determine appropriate indicators of demand
 o Evaluate methodological alternatives
 o Evaluate need for credits
 o Calculate fees
 o Evaluate impact on affordable housing, other city
 goals/values
 o Meetings with Stakeholders
 o Adoption process

TischlerBise | www.tischlerbise.com 8
 Evaluate Need for Credits
 o Site specific
 • Developer constructs a capital facility included in fee
 calculations
 o Debt service
 • Avoid double payment due to existing or future bonds
 o Dedicated (earmarked) revenues
 • (e.g., property tax, excise tax, gas tax)
 o What about the property tax generated?
 • Property tax currently covers $86.1 million of $189.3
 million (45%) in General Fund expenditures



TischlerBise | www.tischlerbise.com 9
 Myths and Misconceptions
 o Impact fees cover the entire cost of new
 facilities, negating the need for higher taxes
 • A “properly” designed fee may come close
 • Credits
 • How about the O&M costs?
 o Impact fees should be based on planning
 standards, without concern for deficiencies
 o Nonresidential fees can be “adjusted” for
 economic reasons
 o Impact fees will cause growth to migrate to
 other communities
 • Little empirical evidence to support this claim


TischlerBise | www.tischlerbise.com 10
 Myths and Misconceptions
 o Impact fees negatively affect low/moderate
 income housing
 • Credits for affordable housing can mitigate impact
 • Fee not always passed-on in the price of the home;
 studies have shown that fees are often absorbed by
 others in the “food chain” depending on market
 conditions:
 • Land owner
 • Developer
 • Homebuilder
 • Home owner




TischlerBise | www.tischlerbise.com 11
 Next Steps
 o Finalize capital needs assessment
 o Discussion of methodological alternatives with
 staff
 o Agree on likely fee calculation methodology
 o 2nd round of stakeholder outreach




TischlerBise | www.tischlerbise.com 12
 Questions and Answers




TischlerBise | www.tischlerbise.com 13
 Economic Development Department

Memorandum

To: Councilor Justin Costa, Chair, and members of the Economic Development Committee
From: Bill Needelman, Waterfront Coordinator
Date: June 13, 2018
Re: Portland Pier Right of Way
CC: Greg Mitchell, Economic Development Director
 Kathy Alves, Ports and Public Buildings
 Jennifer Thompson, Associate Corporation Counsel


Introduction

The Department of Economic Development and the Facilities Division request a hearing with the
Economic Development Committee to discuss the potential discontinuance of a portion of public
right of way at the southerly end of Portland Pier.

City staff recommends discontinuing only that portion of the right of way that serves a single
property, 60 Portland Pier, Portland Pier Holdings, LLC.

Public access rights are to remain in effect for both commercial fishing and pedestrian access to the
pier.

The Committee is requested to make a recommendation to the full Council at the June 19, 2018
meeting.

Background

Most piers on Portland’s
waterfront are private.
Located between Custom
House Wharf and Long
Wharf (Dimillo’s,) Portland
Pier, is unique along
Portland’s Central
Waterfront in that there is a
public right of way down
the center of the pier flanked
by private parcels.
Formerly the home of the
Casco Bay Lines car ferry
terminal, the southerly end
of the Pier has been
occupied by lobstering
 Portland Pier’s southerly end in 1924
interests since the 1980’s.

389 Congress Street/www.portlandmaine.gov/tel.207-874-8689/tty.207-874-8936/fax. 207-874-8669
In addition to the subject property (the former New Meadow’s Lobster pound,) the pier is home to J’s
Oyster, commercial offices, 40 and 50 Portland Pier Condominiums. Lobster boats berth on the
easterly and southerly pier perimeter with Dimillio’s yacht brokerage leasing berthing along much of
the westerly edge.

By previous action of the City Council in 2014, the southerly most portion of the public right of way
was sold to a previous owner (McAlleny’s New Meadow’s Lobster.) Public rights of access were
retained in the 2014 transfer.

The portion of right of way considered for discontinuance serves only one property (60 Portland Pier,
Portland Pier Holdings, LLC) and is in need of significant rehabilitation. The current owners are
currently engaged in repairing adjacent private portions of the pier and are willing to take on the
current rehabilitation needs and ongoing maintenance of the subject portion of the pier. Without
repair, access to the pier will need to be restricted for safety. There is currently no City budget
identified for repair.

Portland Pier Holdings, LLC plans to rehabilitate and restart the lobster pound operation, retain the
current commercial berthing, and to establish a seafood restaurant specializing in lobster and seafood
landed and processed on the pier. All of the current and proposed uses are planned to be consistent
with the Waterfront Central Zone requirements. Public access and continued lobster operations are
central to the redevelopment program.

The subject portion of right of way and the entirety of the 60 Portland Pier buildings and pier deck
are supported by pilings over submerged lands. The property owners are currently conducting
significant repair on the private portions of the pier. The City Manager has provided a license to
Portland Pier Holdings, LLC to conduct work on the public portions of the pier to ensure that
commercial fishing and access to berthed vessels can continue in the short term.

The sketch graphic attached to this memo shows approximate private parcel boundaries, the 2014 sale
parcel, and areas of right of way to be retained and for potential discontinuance.

Waterfront Access

Since the 1980’s, Portland Pier has provided access to berthing, commercial lobstering, and public
views to the inner harbor for pedestrians. Maintenance of the pier is key to preserving these
functions. The public right of way appears to reflect the historic use of the pier as a (private) car
ferry terminal. In the transition from ferry terminal to lobster pound, the southerly end of the pier
retained the public’s right to use the pier, but functionally access to the water for active use was
privatized. Promoting private commercial fishing access within the Central Waterfront was
consistent with City policy in 2014 and remains so today. Private ownership of the remaining portion
of right of way that is surrounded by 60 Portland Pier would promote continued maintenance of the
infrastructure while preserving access for current and future commercial fishing and public pedestrian
use.

Access to Private Properties

All other private properties on Portland Pier will retain their existing access rights to the pier right of
way.


389 Congress Street/www.portlandmaine.gov/tel.207-874-8689/tty.207-874-8936/fax. 207-874-8669
Intended Impact

The proposed discontinuance will allow for the private maintenance of pile supported pier while
continuing commercial and public access to the southerly end of the pier. Functionally, users of the
pier will see no change within the right of way post discontinuance.

Next Steps

Pending the recommendation of the Economic Development Committee, City staff will prepare
discontinuance documents for review by the City Council.


Respectfully submitted.
WBN




389 Congress Street/www.portlandmaine.gov/tel.207-874-8689/tty.207-874-8936/fax. 207-874-8669
 "Bait Shack" Apparent Occupancy
 by
 60 Portland Pier


 Fence and Gate




 40 Portland Pier 50 Portland Pier




Filled Land Public ROW to Retain Area included
 in
 Wooden Structure 2014 sale
 City to
 McAllaney


 Public ROW to Discontinue

 Portland Pier ROW Discontinuance

 DRAFT
 Orientation Sketch
 3-21-18
 Economic Development Department
 Gregory A. Mitchell, Director



 MEMORANDUM


TO: Economic Development Committee

FROM: Greg Mitchell, Economic Development Director

DATE: June 13, 2018

SUBJECT: Proposed First Amendment to 44 Hanover Street
 Purchase and Sale Agreement


I. ONE SENTENCE SUMMARY

The proposed First Amendment to the Purchase and Sale Agreement for 44 Hanover Street will
enable a new 10-foot wide pedestrian easement to be established, between Parris and Hanover Street
along the proposed 44 and 82 Hanover Street property line.

II. BACKGROUND

The EDC previously voted to recommend to the City Council the discontinuance of vehicular and
pedestrian rights (while retaining a utility easement) in the section of the former discontinued
Lancaster Street right-of-way located between Parris and Hanover Street.

 In order to be consistent with City Planning Board Site Plan approval for the 82 Hanover Street
Redevelopment Project, staff propose amending the 44 and 82 Hanover Street Purchase and Sale
Agreements to reserve in the deeds public pedestrian easements establishing a ten (10) foot wide new
pedestrian area composed of 5 foot wide easements on either side of the property line.

It is noted that Tom Watson is the buyer for both the 44 and 82 Hanover Street properties.

III. INTENDED RESULT AND OR COUNCIL GOAL ADDRESSED

The intended result is EDC and City Council approval of the attached First Amendment to the
Purchase & Sale Agreement for 44 Hanover.

This supports the private redevelopment of the 44 and 82 Hanover Street properties formerly
occupied by the City Public Works Department.




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

There is no financial impact related to this transaction.

V. STAFF ANALYSIS

In order to account for the loss of public access in the former Lancaster Street right of way and
comply with Planning Board requirements, City staff negotiated the attached amendment with Tom
Watson (buyer for both the 44 and 82 Hanover Street properties) to preserve public easements on
both properties related to the new ten (10) foot wide pedestrian easement area between Parris and
Hanover Streets along the boundary between 44 and 82 Hanover Street.

VI. RECOMMENDATION

Staff recommends the EDC vote to recommend, to the City Council, approval of the Draft First
Amendment to the Purchase and Sale Agreement for 44 Hanover Street in substantially the form as
attached.

VII. LIST ATTACHMENTS

 - Proposed First Amendment to Purchase and Sale Agreement for 44 Hanover Street

 - 44 Hanover Street Purchase and Sale Agreement




 CITY OF PORTLAND/ECONOMIC DEVELOPMENT DEPT./389 CONGRESS ST./PORTLAND, ME 04101/(207) 874-8683
 FIRST AMENDMENT
 TO
 PURCHASE AND SALE AGREEMENT
 FOR 44 HANOVER STREET

 THIS FIRST AMENDMENT TO PURCHASE AND SALE AGREEMENT is made as
of the ____ day of July, 2018, by and between the CITY OF PORTLAND, a Maine municipal
corporation with a place of business in Portland, Maine and mailing address of 389 Congress
Street, Portland, Maine 04101 (“Seller”) and TOM WATSON & CO., LLC, a Maine limited
liability company with offices in Portland, Maine, and/or its assigns (the “Buyer”).

 WHEREAS, Seller and Buyer entered into a certain Purchase and Sale Agreement dated
May 14, 2018 (the “Agreement”) with respect to certain real property located at or about 44
Hanover Street, Portland, Maine as more fully described in the Agreement; and

 WHEREAS, Seller and Buyer wish to amend the description of the Premises in the P&S
in order to clarify that Seller will reserve in the conveyance a public pedestrian access easement
over a portion of the Premises

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

 1. Paragraph 3(f) of the Agreement is hereby deleted and replaced with the
following:

 Deed. City shall convey the Premises to Buyer at the closing in fee simple by a
 municipal quitclaim deed without covenant. Title shall be good and insurable title at
 standard rates, free and clear of all encroachments, liens and encumbrances except (i)
 easements consented to by Buyer; (ii) easements for utilities servicing the property, (iii)
 City ordinances, and (iv) real estate taxes not yet due and payable. Buyer specifically
 acknowledges and agrees that in the deed, Seller will reserve for the benefit of the public
 a 5-foot-wide pedestrian access easement (the “Public Pedestrian Easement”) along the
 entire length of the common boundary between the Premises and 82 Hanover Street,
 which is also the northwesterly boundary line of the Premises, which easement shall run
 between Hanover and Parris Streets as approved by the City of Portland Planning Board
 on May 23, 2018 (the “Public Pedestrian Easement Area”). The Public Pedestrian
 Easement Area is generally depicted as the cross-hatched area on the diagram attached
 hereto as Exhibit A, which is incorporated herein by reference. The purpose of the Public
 Pedestrian Easement is to grant public pedestrian access on and over the Public
 Pedestrian Easement Area, which shall be an ADA compliant area for pedestrian, bicycle
 and similar non-motorized pedestrian uses. The Public Pedestrian Easement shall be
 subject to such rules or ordinances that the Seller may adopt from time to time in the
 interests of public safety, which are generally applicable to similar pedestrian easements,
 provided that Buyer does not waive any rights, and expressly reserves the right, to argue
 that any such future rules or ordinances do not apply to it on the basis that the existing
 conditions of the Public Pedestrian Easement Area are grandfathered and/or that such
 rules or ordinances cannot be retroactively applied. Notwithstanding the foregoing,
 wheelchair and emergency vehicles as well as snow removal equipment shall be
 permitted in accordance with applicable federal and/or state laws regulating accessibility
 for such devices, vehicles or equipment. Maintenance and repair responsibilities within
 the Public Pedestrian Easement Area shall belong solely to the Buyer, its successors and
 assigns. Buyer shall be responsible for removal of snow and ice from the Public
 Pedestrian Easement Area and to otherwise comply with all laws, rules, regulations, and
 ordinances governing the removal of snow and ice. Seller shall have the right, but not the
 obligation, to repair or maintain the Public Pedestrian Easement Area, including, as
 reasonably necessary, any subsurface repairs or maintenance, or remove snow or ice
 therefrom, when Seller, in its sole discretion, deems such repairs, maintenance, or snow
 or removal necessary to ensure public safety and protect the public use and enjoyment of
 the Public Pedestrian Easement Area. No buildings or any kind of permanent structure
 will be erected in the Public Pedestrian Easement Area, and Buyer shall not use or
 authorize any use, condition or state of disrepair that would be contrary to or otherwise
 inhibit the public pedestrian uses of the Public Pedestrian Easement Area. Buyer further
 acknowledges that the deed shall contain a restriction stating that in the event that the
 Premises or any portion thereof shall become exempt from real and personal property
 taxes, by transfer, conversion, or otherwise, during the City’s fiscal year that begins
 following the Closing or in the fiscal years thereafter, then the then-owner of the exempt
 portion shall make annual payments to the City in lieu of taxes in the amount of the lesser
 of (a) the amount of property taxes that would have been assessed on the exempt portion
 of the real and personal property situated on the Premises had such property remained
 taxable, or (b) such other target percentage as may be approved as part of a City PILOT
 policy that may be in effect at the time taxes are due on such property. Such restriction
 shall also confirm that Buyer and its successors and assigns shall possess and be vested
 with all rights and privileges as to abatement and appeal of valuations, rates, and the like
 as are accorded owners of real and personal property in Maine.

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

 IN WITNESS WHEREOF, this First Amendment has been executed and delivered as of
the day and year first above written.

 CITY OF PORTLAND



WITNESS Jon P. Jennings
 Its City Manager




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 TOM WATSON & CO., LLC


 _
WITNESS Printed Name: Thomas E. Watson
 Its Manager



Approved as to Form:


Corporation Counsel’s Office




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14th
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 b. The parties agree that the City will continue to occupy and lease the Premises
 from Buyer after Closing (as defined herein) until at least March 31, 2019 by
 entering into a lease agreement with Buyer or Buyer’s successor or assigns, as
 Buyer shall elect, in substantially the form attached hereto as Exhibit C (the
 “Lease”); provided, however, that the City shall have the right to continue to
 occupy the Premises until September 30, 2019. The City hereby agrees to
 notify Buyer in writing on or before the date that is sixty (60) days after the
 Effective Date if it intends to occupy the Premises beyond March 31, 2019 or
 the City shall be limited to a lease ending on March 31, 2019 unless Buyer and
 City shall otherwise agree.

 At Closing, Buyer shall receive a credit against (that is, a reduction of) the
 Purchase Price in the amount of Twelve Thousand Five Hundred Dollars
 ($12,500.00) per month for the number of months remaining between the
 Closing Date and the end of the term of the Lease, which shall be no earlier
 than March 31, 2019 (the “Rent Credit”). If the first month which the City will
 occupy the Premises after Closing is less than a full month, the Rent Credit for
 that month shall be prorated. The Rent Credit shall serve as City’s
 nonrefundable advance payment of rent for the Lease of the Premises to the
 City by the Buyer or the Buyer’s successor or assigns, as Buyer shall elect. At
 Closing, the parties shall execute a Lease in substantially the form attached
 hereto as Exhibit C. Regardless of the length of the term of the Lease or the
 date that the City vacates the Premises, in no event shall the Rent Credit be less
 than $75,000.00.

 c. The Buyer shall pay the remainder of the Purchase Price to the City after the
 Purchase Price is reduced by the full amount of the Rent Credit. Such payment
 shall be made by wire transfer (or as otherwise reasonably requested by the
 City) at Closing.


3. TITLE AND DUE DILIGENCE.

 a. Due Diligence Period. Subject to extension as set forth in Paragraph 3(b)
 and (d), Buyer will have from the Effective Date of this Agreement until
 4:00 PM Portland, Maine time on the later of July 23, 2018 or the day that
 is sixty (60) days after the Effective Date of this Agreement (the “Due
 Diligence Period”) to complete any survey, environmental review and title
 examinations, and to undertake such other investigations, testing or
 inspections as Buyer shall deem appropriate.

 b. Property Description. The property description contained in the deed will
 be a survey description based upon a Boundary Survey performed by a
 Maine Licensed Surveyor to be obtained by the City (the “Survey”) which
 will more specifically describe the property shown on Exhibit A hereto
 (the “Premises Description”) in form reasonably acceptable to the City and
 Buyer. The Premises Description will be distributed to the parties hereto at
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 .


 least thirty (30) days prior to expiration of the Due Diligence Period. If
 the Premises Description is not received by City and Buyer at least thirty
 (30) days prior to the expiration of the Due Diligence Period, the Due
 Diligence Period shall be extended to a date thirty (30) days after it is
 received. The parties will agree on the final Premises Description prior to
 closing. If the parties cannot agree upon the final Premises Description
 prior to closing, then Buyer shall have the option to (1) terminate this
 Agreement and obtain a refund of the Deposit (after which neither party
 will have any further obligation or liability to the other under this
 Agreement) or (2) waive the approval provision and close using a
 description to which the City will agree.

c. Financing Contingency. Buyer shall have from the Effective Date of this
 Agreement until 4:00 PM Portland, Maine time on the day that is fifteen
 (15) days after the expiration of the Due Diligence Period (the “Financing
 Period”) to obtain a commitment for commercially reasonable financing
 acceptable to Buyer, provided, however, if the Due Diligence Period shall
 be extended, then the Financing Period shall be extended to expire on the
 date which is thirty (30) days after the expiration date of the Due
 Diligence Period. Buyer shall take timely and commercially reasonable
 steps to secure such financing. If Buyer does not obtain a financing
 commitment acceptable to Buyer within the Financing Period, Buyer may
 terminate this Agreement by notice in writing to City, or may elect to
 close under the Agreement despite the lack of such commitment. If Buyer
 so exercises its right to terminate this Agreement, then the City shall
 refund to Buyer the Deposit, if previously paid, without interest, within ten
 (10) days after receipt of Buyer's termination notice, and neither party
 shall have any further obligations or liabilities under this Agreement
 except as expressly set forth in this Agreement. Any termination notice
 sent by Buyer with respect to this Agreement may merely state that Buyer
 elects to terminate this Agreement, shall have no formal requirements, and
 shall be immediately effective.

d. Title, Survey and Environmental Objections. In addition to the Survey
 described above, the City agrees it has caused a Phase II Environmental
 study of the Premises to be performed. Buyer will have until the end of
 the Due Diligence Period to deliver to City any written objections to title,
 environmental, or survey matters that Buyer determines materially affect
 insurability of title at standard rates, or the use of the Premises, the value
 of the Premises, the cost of development of or the cost or feasibility of
 construction on the Premises. Objections not made prior to the end of the
 Due Diligence Period will be deemed waived; provided, however, that
 objections pertaining to matters of record first appearing, or utility
 easements discovered by Buyer, after the end of the Due Diligence Period
 may be made at any time prior to the closing. If the Survey and any
 environmental study (including, without limitation any Phase II
 Environmental study) are not completed and distributed to the parties at
 least thirty (30) days prior to the expiration of the Due Diligence Period,
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 .


 the Due Diligence Period will be extended (without the need for further
 action by the parties hereto) to a date thirty (30) days after the date upon
 which the later of the Survey or any environmental study to be completed
 and received are completed and are received by Buyer and City.

e. Option to Cure.

 (1) In the event of a title, Survey or environmental objection by Buyer,
 City will have the option, but not the obligation, to cure the objection and
 will notify Buyer of its election within ten (10) business days after receipt
 of the objection. In the event that the City elects to cure the objection, it
 will have sixty (60) days from the date of the notice of election, or such
 other reasonable time as the parties may agree, to cure the objection. In
 the event that the City does not elect to cure the objection, or, having
 elected to cure the objection fails to timely do so to Buyer’s satisfaction,
 Buyer will have the option to:

 (A) terminate this Agreement and obtain a refund of the Deposit
 (after which neither party will have any further obligation or
 liability to the other under this Agreement);

 (B) waive the objection and close; or

 (C) undertake the cure of such objection at its own expense (in
 which case it shall have 60 days to do so and the Closing Date
 shall be extended to a date ten (10) days after the expiration of
 such 60 day period); if Buyer determines it is not satisfied with the
 results of its own cure efforts, Buyer shall be entitled at any time
 prior to the expiration of the ten (10) day period following Buyer’s
 sixty (60) day cure period set forth in this subsection (C) to
 terminate this Agreement as set forth in subsection (A) set forth
 above, or to waive its objection and close under this Agreement.

 (2) In the event City shall elect not to cure any objection by Buyer,
 Buyer shall have until the later of the expiration date of the Due Diligence
 Period or fourteen (14) days after receipt by Buyer of the City’s notice of
 election not to cure such Buyer’s objection in which to make its choice
 and to notify City whether it elects option A, B or C set forth in the
 previous subparagraph. If the City does not timely respond to the Buyer’s
 objection or if the City responds to Buyer’s objection but does not state
 whether or not it elects to cure all of Buyer’s objections, then Buyer shall
 have until the later of the expiration date of the Due Diligence Period or
 thirty (30) days after the date of Buyer’s objection(s) in which to make its
 choice and to notify City whether it elects option A, B or C set forth in the
 previous subparagraph. In the event City shall elect to cure all of Buyer’s
 objections, Buyer shall have until the later of the expiration date of the
 Due Diligence Period or fourteen (14) days following the end of the City’s
 60-day cure period to make its choice and to notify City whether it accepts
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 .


 the City’s cure with respect to all objections or whether it elects option A,
 B or C set forth in the previous subparagraph.

 (3) Nothing contained in this subsection (e) is intended to, nor shall in
 any way limit, Buyer’s right to terminate this Agreement prior to the
 expiration of the Due Diligence Period and obtain a refund of the Deposit.


 f. Deed. City shall convey the Premises to Buyer at the closing in fee simple
 by a municipal quitclaim deed without covenant. Title shall be good and
 insurable title at standard rates, free and clear of all encroachments, liens
 and encumbrances except (i) easements consented to by Buyer; (ii)
 easements for utilities servicing the property, (iii) City ordinances, and (iv)
 real estate taxes not yet due and payable. Buyer further acknowledges that
 the deed shall contain a restriction stating that in the event that the
 Premises or any portion thereof shall become exempt from real and
 personal property taxes, by transfer, conversion, or otherwise, during the
 City’s fiscal year that begins following the Closing or in the fiscal years
 thereafter, then the then-owner of the exempt portion shall make annual
 payments to the City in lieu of taxes in the amount of the lesser of (a) the
 amount of property taxes that would have been assessed on the exempt
 portion of the real and personal property situated on the Premises had such
 property remained taxable, or (b) such other target percentage as may be
 approved as part of a City PILOT policy that may be in effect at the time
 taxes are due on such property. Such restriction shall also confirm that
 Buyer and its successors and assigns shall possess and be vested with all
 rights and privileges as to abatement and appeal of valuations, rates, and
 the like as are accorded owners of real and personal property in Maine.

 3.1 TITLE DOCUMENTATION:

 The City agrees to reasonably cooperate with Buyer’s requests for documentation
related to the title of the Premises or any tax taking of the Premises.

 4. INSPECTIONS.

 a. During the Due Diligence Period, Buyer and its employees, consultants,
 contractors and agents shall have the right, at Buyer’s expense, to enter on
 the Premises at reasonable times in order to (i) inspect the same, (ii)
 conduct engineering studies, percolation tests, geotechnical exams,
 environmental assessments, and other such studies, tests, exams, and
 assessments as Buyer shall deem appropriate or desirable, and (iii) do such
 other things as Buyer determines, it is sole discretion, to be required to
 determine the suitability of the Premises for Buyer's intended use
 (collectively, the “Inspections”). The City acknowledges that such
 Inspections may include the digging of test pits, which the City hereby
 approves.

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b. Buyer agrees to defend, indemnify and hold harmless the City against any
 mechanics liens that may arise from the activities of Buyer and its
 employees, consultants, contractors and agents on the Premises, except
 those arising from labor or materials furnished at the City’s request.

c. Buyer shall exercise the access and inspection rights granted hereunder
 at its sole risk and expense, and Buyer hereby releases the City from, and
 agrees to indemnify, defend, and hold the City harmless against, any and all
 losses, costs, claims, expenses and liabilities (including without limitation
 reasonable attorney fees and costs) (collectively, "Damages") suffered by
 the City on account of any injury to person or damage to property arising
 out of the exercise by Buyer of its rights hereunder, except to the extent
 that such Damages result from the act or omission of the City.

d. Buyer shall cause any contractors, consultants or any other party
 conducting the Inspections to procure automobile insurance, if applicable,
 and general public liability insurance coverage in amounts of not less than
 Four Hundred Thousand Dollars ($400,000.00) per occurrence for bodily
 injury, death and property damage, listing the City as an additional insured
 thereon, and also Workers’ Compensation Insurance coverage to the
 extent required by law; the forms of all such insurance to be subject to
 City’s Corporation Counsel’s reasonable satisfaction.

e. In the event that Buyer does not purchase the Premises, Buyer agrees to
 either return the Premises as nearly as reasonably possible to its original
 condition after conducting the Inspections, or, at the City’s option,
 reimburse the City for any material physical damage caused to the
 Premises in connection with the Inspections; provided, however, the City
 hereby acknowledges and agrees that the term "physical damage" does not
 include any disturbance of any pre-existing environmental contamination
 on the Premises caused by such inspections, nor any studies, tests
 (including test borings or pits), exams, and assessments, and that Buyer
 shall have no obligation to clean-up, remove or take any other action with
 respect to any pre-existing environmental contamination disturbed
 thereby.

f. The parties hereto acknowledge and agree that it is a condition to Buyer's
 obligations under this Agreement that the results of the Inspections and
 other due diligence be acceptable to Buyer in its sole discretion. If the
 results of such Inspections or other due diligence are not acceptable to
 Buyer in its sole discretion Buyer may terminate this Agreement. If Buyer
 exercises its right to terminate this Agreement, then the City shall refund
 to Buyer the Deposit, if previously paid, without interest, within ten (10)
 days after receipt of Buyer's termination notice, and neither party shall
 have any further obligations or liabilities under this Agreement except as
 expressly set forth in this Agreement. Any termination notice sent by
 Buyer with respect to this Agreement may merely state that Buyer elects

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 .


 to terminate this Agreement, shall have no formal requirements, and shall
 be immediately effective.

5. REAL ESTATE TAXES, PRORATIONS AND TRANSFER TAX. Buyer shall
 be liable for all real estate taxes beginning as of the start of fiscal year following the
 closing and continuing thereafter except as provided in this Agreement and in the
 Lease. Because the Premises is currently owned by the City of Portland, which is
 exempt from real estate taxes, no taxes were assessed or will be due for any portion of
 the current fiscal year, and no taxes will be prorated at the closing. In the event that
 the Parties agree to not execute the Lease and the City does not continue to occupy
 the Property after the Closing Date, any utilities for the Property shall be prorated as of
 the Closing Date. The Buyer’s one half share of Maine real estate transfer tax shall be
 paid for by Buyer in accordance with 36 M.R.S.A. § 4641-A. City is exempt from
 paying the transfer tax pursuant to 36 M.R.S.A. § 4641-C. The recording fee for the
 deed of conveyance and any expenses relating to Buyer’s financing or closing shall
 be paid for by Buyer.

6. DEFAULT AND REMEDIES. In the event that Buyer defaults hereunder for a
 reason other than the default of the City, City shall retain the deposit as liquidated
 damages as its sole remedy. In the event City defaults under this Agreement, and if
 Buyer is not then in default hereunder, Buyer shall have the right to pursue specific
 performance and the City agrees it shall not invoke any sovereign immunity defense
 nor any defense based upon its status as a City, municipality, body politic or the like.
 Buyer at all times may elect in substitution for any other remedies available under this
 Agreement, as its sole remedy, the right to a return of its deposit.

7. RISK OF LOSS. The risk of loss or damage to the Premises by fire, eminent
 domain, condemnation, or otherwise, until transfer of title hereunder, is assumed by
 the City. The Premises is to be delivered in substantially the same condition as of the
 date of this Agreement unless otherwise stated. In the event City is not able to deliver
 the Premises as stated, Buyer may terminate this Agreement and receive a refund of
 the Deposit without interest, and neither party shall have any further obligations or
 liabilities under this Agreement except as expressly set forth in this Agreement, or
 Buyer may elect to close hereunder and receive an assignment of any applicable
 insurance proceeds payable to the City relating to such loss or damage.

8. PROPERTY SOLD “AS IS, WHERE IS.” Buyer acknowledges that Buyer will
 have an opportunity to inspect the Premises, and to hire professionals to do so, and
 that Premises will be sold “as is, where is” and “with all faults.” City, and its agents,
 make no representations or warranties with respect to the accuracy of any statement
 as to boundaries or acreage, or as to any other matters contained in any description of
 the Premises, or as to the fitness of the Premises for a particular purpose, or as to
 development rights, merchantability, habitability, or as to any other matter, including
 without limitation, land use, zoning and subdivision issues (other than City’s
 agreement to obtain subdivision approval as set forth in Paragraph 10 of this
 Agreement) or the environmental, mechanical, or structural condition of the Premises.
 Acceptance by Buyer of the Deed at closing and payment of the purchase price shall
 be deemed to be full performance and discharge by the City of every agreement and
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 obligation contained herein except as set forth in the Lease, if executed by the parties,
 and except as otherwise expressly set forth herein.

9. ENVIRONMENTAL INDEMNIFICATION. Buyer covenants and agrees to
 indemnify, defend, and hold the City harmless from and against any and all claims,
 damages, losses, liabilities, obligations, settlement payments, penalties, assessments,
 citations, directives, claims, litigation, demands, defenses, judgments, costs, or
 expenses of any kind, including, without limitation, reasonable attorneys’,
 consultants’, and experts’ fees incurred in investigating, defending, settling, or
 prosecuting any claim, litigation or proceeding, that may at any time be imposed
 upon, incurred by or asserted or awarded against Buyer or the City and relating
 directly or indirectly to the violation of or compliance with any federal, state, or local
 environmental laws, rules, or regulations governing the release, handling or storage of
 hazardous wastes or hazardous materials and affecting all or any portion of the
 Premises, except to the extent that such a claim results directly from the City’s
 release, handling or storage of hazardous wastes or hazardous materials on the
 Premises. This duty to indemnify, defend, and hold harmless shall be included in a
 covenant in the deed and shall run with the land conveyed and be binding upon
 Buyer’s successors, assigns, and transferees.

 Notwithstanding the foregoing, during the longer of the Lease term or the period in
 which the City occupies the Premises, the City shall be responsible for complying
 with all applicable state, federal and municipal environmental obligations, laws and
 regulations.

10. CONDITIONS PRECEDENT TO CLOSING. It is a condition precedent to
 Closing that:

 a. The City shall obtain subdivision approval by the City of Portland
 Planning Board, in order to obtain approval for the creation of the parcel
 which constitutes the Premises, unless the City as Seller and Buyer agree
 in writing, such subdivision approval is not required (hereinafter the
 “Subdivision Approval”).

 b. In the event the City is unable to obtain the Subdivision Approval prior to
 the Closing Date, as defined below, then the Buyer may either (1) extend
 the Closing Date set forth in Paragraph 11 by a time period not to exceed
 one hundred eighty (180) days to permit the approvals to be obtained or
 (2) elect to terminate this Agreement prior to the later of the scheduled
 Closing Date or the expiration date of any extension period based on an
 extension as provided above. In the event Buyer shall elect to so extend
 the Closing Date, the City agrees to make reasonable efforts to pursue the
 Subdivision Approval.

 c. If Buyer shall elect to terminate this Agreement then the City shall refund
 the Deposit, if previously paid, without interest, and this Agreement shall
 be terminated and neither party shall have any further obligations or
 liabilities under this Agreement, unless the parties mutually agree to
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 extend this Agreement. Buyer acknowledges and agrees that the City is
 acting as Seller, and not in its regulatory capacity, in connection with this
 Agreement. The delivery to Buyer, and acceptance and recording by the
 Buyer of a deed to the Buyer of the Premises, will evidence conclusive
 and final consent by the Buyer to the waiver or completion of all these
 conditions.

11. CLOSING. Time is of the essence in the performance of this Agreement. The
 closing shall be held at the offices of Buyer’s counsel or Buyer’s Lender’s counsel at
 a time agreeable to the parties on or before the day that is the later of five months
 after the Effective Date of this Agreement or thirty (30) days after the later of (i) the
 expiration of the Due Diligence Period; (ii) the deadline for the City to resolve any
 title, Survey or environmental objections; or (iii) the date to which Buyer elects to
 extend the Closing Date under Paragraph 10 (the “Closing Date”). Notwithstanding
 the foregoing, City agrees to close on a date earlier than that specified above upon
 Buyer’s request at least 10 days prior to Closing. At the Closing:

 a. City shall execute, acknowledge and deliver to Buyer a municipal
 quitclaim deed conveying to Buyer good, insurable title to the Premises at
 standard rates, free and clear of all liens and encumbrances except as
 otherwise set forth herein.

 b. Buyer shall deliver the balance of the Purchase Price, subject to any
 adjustments set forth in section 2 of this Agreement, including, without
 limitation, reduction by the Rent Credit, to the City by wire transfer (or as
 otherwise reasonably requested by the City); and

 c. Each party shall deliver to the other such other documents, certificates and
 the like as may be required herein or as may be necessary to carry out the
 obligations under this Agreement, and for the Buyer to obtain owners and
 lenders title insurance at standard rates in form reasonably acceptable to
 Buyer and to Buyer’s lender.

 d. Buyer shall deliver evidence, reasonably satisfactory to City’s Corporation
 Counsel, that the entity receiving title to the Premises is in good standing
 under Maine law, and that the individuals acting with respect to the
 Closing and executing documents on behalf of Buyer are authorized to do
 so.

 e. City shall deliver to Buyer a copy of all City Council Orders approving
 this Agreement and authorizing the City Manager or other City officials to
 execute this Agreement, the deed, the Lease, and any other documents
 necessary to effectuate the intent and purpose of this Agreement.

 f. Except as otherwise provided in section 2(b), the parties shall execute the
 Lease.



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12. BUYER’S POST CLOSING OBLIGATIONS; ESCROW AGREEMENT. Buyer
 agrees as follows:

 a. Buyer agrees at Closing (and only upon Closing) to deposit $50,000.00 to
 be held in escrow (the “Escrow Account”) pursuant to an escrow
 agreement in form mutually acceptable to Buyer and City with a mutually
 acceptable escrow agent.

 b. Buyer agrees to commence development of a project at the Premises in
 substantially the form described in the portion of the plans depicting the
 Premises that are attached hereto as Exhibit B and incorporated herein by
 reference, and which project was presented to the City’s Economic
 Development Committee on or about July 19, 2017 (the “Project”), within
 one (1) year after the later of the end of the term of the Lease or the last
 date of the City’s occupancy of the Premises (the later of the two such
 dates hereinafter is referred to as the “City’s End Date”). The Project shall
 be deemed to be "in substantially the form described in the portion of the
 plans depicting the Premises that are attached hereto as Exhibit B" if it
 proposes to include (or is constructed to include): (i) multiple separate
 spaces, which may have separate or shared access to the street; (ii) one
 large central space of a size and for a use to be determined; and (iii) an
 emphasis on rental affordability. The Project may also be modified in a
 manner that is reasonably necessary for Buyer to obtain City Planning
 board, City Council or any other municipal or other necessary approval,
 and the Project, if otherwise "in substantially the form described in the
 portion of the plans depicting the Premises that are attached hereto as
 Exhibit B" shall, notwithstanding any such modifications, continue to be
 so considered. In addition, if Buyer determines that interest rates or
 community demand for the use of the Premises change such that Buyer
 wishes to make changes to the Project, or if Buyer wishes to make other
 changes to the Project, Buyer shall request the City’s approval of such
 changes.

 c. Buyer’s commencement of development of the Project shall be effected by
 Buyer or its successors, assigns, or transferees submitting a site plan
 review application (an “Application”) for the Project within one (1) year
 after the City’s End Date.

 d. If Buyer does not submit an Application for the Project (which
 Application may include modifications as described above) within one (1)
 year of the City’s End Date, then $10,000.00 shall be released from
 escrow to the City’s Housing Trust Fund, and until an Application has
 been filed, an additional $10,000.00 shall be released from escrow to the
 City’s Housing Trust Fund each ninety (90) days thereafter.

 e. Within thirty (30) days after the submission of an Application for the
 Project, the remaining balance of the Escrow Account shall be released to
 Buyer. If no Closing takes place under this Agreement, the Buyer shall
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 not be required to fund the Escrow Account nor make any payment.
 Notwithstanding anything to the contrary above, in the event that a
 Closing on the sale of the Premises to Buyer under this Agreement takes
 place and Buyer fails to submit any Application for the Project within the
 later of 5 years from the Closing Date or 4 years after the City’s End Date,
 the entire remaining balance of the Escrow Account shall be released to
 the City’s Housing Trust Fund.

 f. City hereby agrees that despite the references in this Agreement to Buyer
 as the developer with respect to the Project, that the Project will be
 undertaken by a different Limited Liability Company (“LLC”) to be
 formed, or corporation to be formed, which will be an assignee of Buyer,
 and the City hereby consents to the same and consents to Buyer’s
 assignment of its rights and obligations under this Agreement to any such
 LLC or corporation, provided that Thomas Watson will be a manager or
 co-manager of any such LLC and President or Vice President of any such
 corporation.

 g. The provisions of this section shall survive closing.

13. ENTIRE AGREEMENT. This Agreement represents the entire and complete
 Agreement and understanding between the parties and supersedes any prior
 agreement or understanding, written or oral, between the parties with respect to the
 acquisition or exchange of the Premises hereunder. This Agreement cannot be
 amended except by written instrument executed by City and Buyer.

14. NON-WAIVER. No waiver of any breach of any one or more of the conditions of
 this Agreement by either party shall be deemed to imply or constitute a waiver of any
 succeeding or other breach hereunder.

15. HEADINGS AND CAPTIONS. The headings and captions appearing herein are for
 the convenience of reference only and shall not in any way affect the substantive
 provisions hereof.
16. BINDING EFFECT. This Agreement shall be binding upon and inure to the benefit
 of the parties hereto and their respective heirs, administrators, successors and assigns,
 provided, however that this Agreement shall not be assigned by the City.
17. TIME. The City and Buyer each confirm and agree that each of the time periods set
 forth herein are essential provisions of the terms of this Agreement.

18. GOVERNING LAW. This Agreement shall be construed in all respects in
 accordance with, and governed by, the laws of the State of Maine. All parties 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. If any provision of this Agreement is determined to be

 11
 .


 invalid or unenforceable, it shall not affect the validity or enforcement of the
 remaining provisions hereof.

19. NOTICE. All notices, demands and other communications hereunder shall be in
 writing and shall be deemed to have been duly given on the date of service if served
 personally on the party to whom notice is to be given, or on the first business day
 after mailing if mailed to the party to whom notice is to be given by first class mail,
 postage prepaid, certified, return receipt requested, addressed to the recipient at the
 addresses set forth below. Hand delivery to the City Manager’s office shall be
 effective as personal delivery to the City Manager on the date of delivery. Either
 party may change addresses for purposes of this paragraph by giving the other party
 notice of the new address in the manner described herein.

 FOR THE City: City of Portland
 ATTN: City Manager
 389 Congress Street
 Portland, ME 04101

 With a copy to : The Office of the Corporation Counsel at the
 same address.

 FOR Buyer: Mr. Thomas Watson
 Tom Watson & Co., LLC
 104 Grant Street
 Portland, ME 04101

 With a copy to: William H. Leete, Jr., Esq.
 Leete & Lemieux, P.A.
 511 Congress Street, Suite 502
 Portland, ME 04101

20. SIGNATURES; MULTIPLE 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.
21. BROKERS. The City shall be responsible for paying all its brokers, including CBRE |
 The Boulos Company, at closing. Buyer has no broker other than Joseph Porta of Porta
 & Co., who Buyer understands is to be compensated by CBRE | The Boulos Company.
 Buyer agrees to indemnify and hold harmless City from any claims made by any broker
 should Buyer's representation in this paragraph be false. Subject to the limitations of
 liability set forth in the Maine Tort Claims Act, if applicable, City agrees to indemnify
 and hold harmless Buyer from any claims made by any broker should City's
 representation in this paragraph be false. The foregoing indemnities shall include all
 legal fees and costs incurred in defense against any such claim, and shall survive
 closing.

22. RECITALS INCORPORATED BY REFERENCE. The recitals set forth above
 12
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 EXHIBIT B TO PSA
 DESCRIPTION OF INTENDED USE

 82Hanover

o Relocate Port Property Management headquarters to 82 Hanover from 104 Grant Street in Parkside
o Bring in retailers/partners who will contribute to the community as well as the economy
o Open spaces/commons available for public use
o Leverage large rooftop for decks and greenspace to add comfortable density to neighborhood
o Creates opportunity for construction of 23 units on Grant Street and eliminates an office/warehouse that sits in the middle of the Parkside
 residential neighborhood

 44Hanover

o 16 separate spaces all with autonomous access to the street.
o One Central Space of over 3,SOOSF for a public/ communal user like pub, cafe, eatery
o Glass OHD to promote openness, and allow for artists and artisans to combine retail display space to their work space. Promote marketplace
 environment
o Affordable/accessible to the creative community at under $1,000/month.


 Lancaster Court (between 82 Hanover & 44 Hanover)

0 Commons/ courtyard space open to public for public use
0 Available for outdoor recreation including farmers market and small music venue for tenants and managers to promote work/events.
• Display and value public art and communal aesthetic enhancements
• Cobble stone street
• Trees/landscaping
• Fountain/water wall

 56 Parris Street
 EXHIBIT B

o 23 2 BR 2 Bath units
• Unique product to Portland
• Create product for families (2 bathrooms) or multiple roommates (making it affordable)
• At 23 units, 4 stories high it is scaled to the other buildings in the neighborhood




 20 of 43
 MAY 15, 2017
BAYSIDE RFP - 44 HANOVER ST. -Rendering
PORTLAND, MAINE




 V1EW LOOKING SOUTH-EAST ON PARR1S STREET
 0 ...

Port Property
M A N A G E M E N T
 RYAN SENATORE ARCHITECTURE
 MAY 15, 2017
BAYSIDE RFP • 44 HANOVER ST.· Floor Plan
PORTLAND, MAINE



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Port Property RYAN SENATORE ARCHITECTURE
M A N A G E M E N T
 EXHIBIT C
 LEASE AGREEMENT


 This Lease Agreement, is made as of the ________ day of ________, 2018, by and
between ______________________ with a mailing address of 104 Grant Street, Portland, Maine
04101 (hereinafter referred to as “Landlord”) and the CITY OF PORTLAND, a Maine
municipal corporation having its principal place of business at 389 Congress Street, Portland,
Maine (hereinafter referred to as “Tenant”).

 WHEREAS, Tenant has recently conveyed to Landlord certain property located at or
about 44 Hanover Portland Street in Portland, Maine and wishes to continue to occupy and use
such property; and

 WHEREAS, Landlord has sufficient right, title and interest in and to the real property
and has full power and authority to enter into this Agreement in respect thereto, and is willing to
have Tenant occupy and use the 44 Hanover Street property on the terms and conditions set forth
herein;

 NOW, THEREFORE, in consideration of the mutual promises herein contained, and
other good and valuable consideration, the receipt and sufficiency of which are hereby mutually
acknowledged, Landlord and Tenant hereby mutually agree as follows:

1. Premises.

Tenant, as of the date of this Lease, exclusively occupies certain land and a building or buildings
located at or about 44 Hanover Street, Portland, Maine (hereinafter the “Building”) (the land and
Building are referred to herein as the “Premises”) as generally depicted on the plan attached
hereto as Exhibit A. Landlord does hereby agree to lease, demise, and let the Premises unto
Tenant, subject to the access and parking easement benefitting the owner of the property located
at 55 Portland Street (the “Access Easement”), which easement is depicted on Exhibit A. Tenant
shall have no authority to modify or make any substantial changes (whether cosmetic, structural
or otherwise) to the Premises without the prior written consent of Landlord.

2. Term.

The initial term of this Lease shall commence ________, 2018 (the “Effective Date”) and
terminate _______________, 2019 (the “Initial Term”), unless earlier terminated as provided
herein, or extended as provided herein. The Initial Term together with any Renewal
Term (as defined herein) are referred to collectively hereinafter as the “Term.”

In the event Tenant shall continue in occupancy of the Premises after the expiration of the Initial
Term or any Renewal Term (as defined herein), such occupancy shall not be deemed to extend or
renew the terms of this Lease, but occupancy shall, at the option of the Landlord, continue as a
tenancy at will from month to month upon covenants, provisions, and conditions herein
contained, and at the rent in effect prior to the expiration of the Initial Term or Renewal Term (as

 1
defined herein) whichever last occurred, increased by twenty five (25%) percent, prorated and
payable month to month on the first day of each month for the period of such hold-over
occupancy. This paragraph shall not be deemed or construed as giving the Tenant any right to
hold over after the expiration of the Initial Term or any Renewal Term thereof.

2.1. Renewal.

Upon expiration of the Initial Term, at the request of the Tenant, the Term of this Lease may be
renewed for one (1) three (3) month extension (which such extension hereinafter will be referred
to as the “Renewal Term”) subject to and conditioned upon Landlord’s written consent, and
provided that the Tenant is not in default of the terms of this Lease prior to the expiration of the
Initial Term and provided that Tenant gives Landlord at least three (3) months’ notice in writing
of its request for a Renewal Term. Landlord’s consent shall not be unreasonably withheld,
delayed, or conditioned.

The Renewal Term shall commence the day following the expiration of the Initial Term of the
Lease. If the Tenant exercises its option to renew Tenant agrees to pay to Landlord, or its
designee, rent on the terms described in Paragraph 4 below at the new rental rate for the Renewal
Term as set forth in Paragraph 4.

Tenant shall be responsible for all costs and expenses relating to the Premises during the entire
period in which the Tenant occupies any part of the Premises (hereinafter the “Occupancy
Period”) including, without limitation, for the entire Term of this Lease (and any Renewal Term
if applicable), all costs and expenses with respect to utilities as set forth in this Lease Agreement.

3. Permitted Uses.

The Premises may be used by Tenant for the current use of the Premises and for any other
similar, lawful purposes. Tenant shall not use or occupy or permit the Premises to be used or
occupied, nor do or permit anything to be done in or on the Premises, in a manner which will in
any way violate any applicable laws, ordinances or regulations of any municipal, State or other
governmental authority.

4. Rent.

a. Rent Paid in Advance at Closing. The rent for the lease to the Tenant for the Initial Term
shall be in the amount of ________________ Dollars ($_________.00). As stated in the related
Purchase and Sale Agreement dated on or about _____________, 2018 between the City of
Portland, Maine and Landlord (the “Purchase and Sale Agreement”) with respect to the Premises,
the full Rent Credit (as that term is defined in the Purchase and Sale Agreement) for the Initial
Term is to be paid at the closing by the City of Portland, Maine as seller upon Landlord’s purchase
of the Premises (the “Closing”), granting a credit to Buyer in the full amount of said Rent Credit
against and reducing the purchase price for the Premises by that amount. Landlord, by its initials
here: ______ acknowledges receipt of the Rent Credit in the amount of $____________. Tenant
agrees that the agreement to pay rent in advance is a substantial inducement for Landlord to
purchase the Premises at the purchase price set forth in the Purchase and Sale Agreement, and

 2
accordingly, all of the rent paid and credited at Closing, including, without limitation, the Rent
Credit, shall be non-refundable.

b. Rent During Renewal Term. If there is a Renewal Term of this Lease, the rent during the
Renewal Term of this Lease shall be in the amount of the greater of Twelve Thousand Five
Hundred and 00/100 Dollars ($12,500.00) per month or the then market rate of rent for the
Premises, as determined by an independent commercial real estate agent or appraiser chosen by
the Landlord, from three qualified agents or appraisers with at least ten (10) years’ experience in
the profession proposed by the Tenant, at least two months prior to the date when this Lease
would terminate if not renewed. If none of the agents or appraisers proposed by Tenant are
acceptable to Landlord, Landlord may request an appraisal from Landlord’s agent which shall
be averaged with one from an agent or appraiser selected by Tenant from the three proposed by
Tenant to determine the then market rental rate.

c. Renewal Term Rent Payments; When Due. Rent during the Renewal Term (and rent for
any time period for which rent is not fully paid in advance at the Closing on the sale of the
Premises) shall be payable in advance the first day of each and every calendar month during such
Renewal Term (and any other applicable period during which rent is due) and rent payments
shall be made to the Landlord’s manager, Port Property Management, 104 Grant Street, Portland,
ME 04101 or such other address as Landlord shall in writing direct. Any rent payment received
by the Landlord after the 7th of the applicable month shall be subject to a 5% late fee.

d. Additional Rent. Tenant shall also pay as additional rent all expenses and costs relating
to the Premises, including, without limitation, all taxes, utilities and insurance, and including,
without limitation, those set forth in Paragraphs 5, 6, 7, 8, 10 and 10.1 of this Lease.

5. Taxes and Utilities.

a. Taxes. The Tenant shall be responsible for timely payment of all taxes of any kind due to
the City of Portland, Maine as well as any other fees due to the City of Portland, Maine,
including, without limitation, all municipal real property taxes on or assessed against the
Premises during the Term of the Lease. Tenant shall also be responsible for timely payment of
all personal property taxes with respect to all personal property on or about the Premises. In the
event the Premises are determined to be tax exempt, either wholly or partially, Tenant shall be
required to pay any and all amounts due to the City of Portland, Maine in lieu of or as a
replacement for real and personal property tax payments, including, without limitation, all
amounts specified in Paragraph 3(f) of the Purchase and Sale Agreement. Upon receipt of a tax
bill from the City of Portland, Landlord shall notify Tenant of the amount due and Tenant shall
pay said amount within 30 days of receipt of such notice. In the event that the Term of the Lease
is due to expire prior to the end of the six month tax period that is the subject of such a tax bill,
the amount Tenant is required to pay shall be prorated accordingly.

b. Utilities. Tenant shall also be responsible for paying all the costs of all utilities servicing
the Premises during the Initial Term of this Lease and any Renewal Term, including but not
limited to electrical, gas, water, sewer, heat and air conditioning (together with all other HVAC
expenses), internet, cable and telephone. Tenant shall also be responsible for payment of all

 3
stormwater fees and stormwater service charges due to the Portland Water District or City of
Portland, as well as any other assessments or fees against the Premises by the City of Portland,
Maine or the Portland Water District. Landlord is not responsible for payment of any such
assessments or fees, nor for providing heat nor any other utilities to the Premises, nor for paying
the costs of any such utilities, all of which are Tenant’s sole responsibility.

6. Tenant to Plow and Remove Snow.

Tenant, at Tenant’s expense, shall be responsible for plowing and removing snow and ice from
the Premises in accordance with applicable City ordinances. Landlord shall have no obligation to
remove snow or ice from the Premises.

7. Tenant to Remove Trash and Debris; Maintenance.

Tenant, at Tenant’s expense, shall maintain the entire portion of the Premises in the same
condition and repair as it is in as of the Effective Date, except only for reasonable wear and tear,
and shall remove from the Premises all trash and debris which it shall create, which is located
upon the Premises or which is otherwise attributable to Tenant. Tenant shall not do anything to
cause nor permit the Premises nor the activities therein or thereon to violate any municipal,
county, state or federal law, ordinance or requirement, and shall promptly act upon direction of
any officer of competent authority.

8. Responsibility for Repairs and Maintenance; Tenant’s Acceptance Of Premises In
“As Is” Condition.

a. Maintenance and Repair. Tenant is currently in possession of the Premises and does
hereby accept the Premises and Common Areas in their present “AS IS” condition as of the
Effective Date. During the Term of the Lease, Tenant shall, at its sole expense, maintain and
make any reasonably necessary repairs to the Premises at its sole expense.

b. Capital Repairs. Tenant hereby warrants and represents that it has inspected the Premises
and that it knows of no capital repairs that are presently necessary. The term “Capital Repair” is
agreed to mean the repair or replacement of a major component or structural part of the Premises
and shall also include the rebuilding of a major component or structural part of the Premises after
the end of its useful life. Based on the information acquired in its inspection, together with its
historic use of the Premises, Tenant represents that it has no actual knowledge that any Capital
Repairs will be required during the Initial Term or if the Lease is renewed, during any Renewal
Term. In the event any Capital Repairs to the Premises are reasonably necessary during the
Term and Tenant does not wish to make such Capital Repair at Tenant’s sole expense, Tenant
shall so advise Landlord in writing and Landlord may, in its sole discretion, elect to make, or not
to make, such Capital Repair. Notwithstanding the foregoing, Tenant agrees that whenever it
determines that it is reasonably possible to make a temporary repair or patch and defer the need
for a Capital Repair, it shall make such temporary patch or replacement. In the event Landlord
elects not to make any Capital Repairs, Tenant shall have the right, but not the obligation to
make such repairs at its own expense. Tenant acknowledges and agrees that even if Tenant
determines it is unable to occupy the Premises due to the condition of the Building or the

 4
Premises, all of its rent payments shall continue to be non-refundable even if Tenant determines
that it could occupy the Building or the Premises if a Capital Repair was made.

Notwithstanding the foregoing, Landlord and Tenant agree that in the event of a casualty loss or
event (hereinafter “Casualty”) causing material physical damage to the Premises or Building for
which there is insurance coverage as determined by the insurer issuing the applicable policy of
insurance, that subject to and conditioned upon any requirements or conditions imposed by
Landlord’s lender (including, without limitation, any restrictions or conditions on disbursement
of insurance payments or proceeds), funds paid by an insurer with respect to such Casualty shall
be released to fund the cost of a Capital Repair resulting from such Casualty, upon such terms as
shall be reasonably acceptable to Landlord and provided that Landlord shall not be required to
make any payment of any kind toward such Capital Repair.

8.1 Improvements/Alterations. No improvements or alterations to the Premises which
materially change or alter the Premises shall be made without Landlord’s written approval,
which shall not be unreasonably withheld, delayed, or conditioned. Any request by Tenant for
such approval shall be submitted with written specifications and drawings reasonably
satisfactory to Landlord. All improvements made to the Premises by Tenant must be done in
accordance with all local Building codes and ordinances and all applicable State and Federal
statutes and regulations, and Tenant must obtain all necessary permits prior to commencing
improvements. Tenant shall promptly pay for any and all trades furnishing services and/or
alterations to the Leased Premises. With the exception of any of Tenant’s removable property,
including without limitation, all of its personal property and trade fixtures, any and all property
left by Tenant in the Leased Premises shall become property of the Landlord at the expiration or
termination of Tenant’s tenancy. A list of trade fixtures which are owned and controlled
exclusively by Tenant and which Tenant shall remove at the end of the Term or when Tenant
vacates the Premises, whichever shall be earlier, is attached as Exhibit B.

9. Compliance with Laws.

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

10. Insurance.

Prior to the execution of this Lease and continuing during the Term of the Lease or for such
longer period during which Tenant shall occupy the Premises, Tenant shall obtain, maintain and
pay for all the costs of the insurance listed in the following subsections:

 a. Tenant shall maintain occurrence based General Liability Insurance, which shall
 include liability insurance with respect to automobiles, trucks and other motor
 vehicles, in the amount of $400,000 per occurrence for causes of action pursuant to
 the Maine Tort Claims Act, and the policy for such insurance shall name Landlord as
 an additional insured. Tenant shall provide Landlord with a certificate evidencing
 such General Liability Insurance coverage prior to execution of this Lease. Tenant

 5
 shall be responsible for covering its personal property with such property and casualty
 insurance as it deems reasonably necessary and shall provide Landlord with
 documentation of such policies of insurance or self-insurance prior to execution of
 this Lease. Landlord shall not be responsible for any damage to Tenant’s personal
 property except for damage caused by Landlord. Claims brought by Landlord against
 Tenant for damage to the Premises, that are not covered by an insurance policy, and
 are the result of Tenant’s use and/or negligence, and not resulting from the Landlord,
 its employees, subcontractors, or others using the Access Easement to access the
 property at 55 Portland Street, shall be Tenant’s responsibility to repair or reimburse
 Landlord in an amount equal to that reasonably necessary to return the Premises, to
 substantially the same condition in which they were at the start of this Lease. This
 provision shall not be deemed a waiver of any defenses, immunities or limitations of
 liability or damages, available to the Tenant 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 Tenant. For the purposes of this
 Lease, an insurance claim will be deemed to be “not covered by an insurance policy
 insuring Tenant” if such claim is denied by the insurer issuing the policy against
 which the claim is made.

b. Glass. Tenant shall be solely responsible for the cleaning, maintenance and
 replacement of plate glass and other windows located within the Leased Premises and
 is advised to obtain insurance coverage with respect to damage thereto. Tenant
 agrees to repair promptly any damage to such glass and windows at its sole expense.
 Tenant shall not be responsible for damage to glass or windows caused by Landlord,
 its employees or subcontractors, or others using the Access Easement to access 55
 Portland Street. Any such cleaning, maintenance and/or repairs shall be to return all
 glass and windows to substantially the same condition in which they were at the start
 of this Lease.

c. Workers Compensation. Tenant self-insures for workers compensation coverage and
 shall provide Landlord with evidence of its self-insured status.


d. Property and Casualty Insurance. Landlord shall procure and maintain such Property
 and Casualty insurance as it deems reasonably necessary in regard to the Premises,
 and Tenant shall pay Landlord upon execution of this Lease for annual premiums in
 an amount up to and including ten thousand dollars ($10,000). Such coverage shall
 be in form and amount to coverage as commonly written for comparable buildings. In
 the event that the Term of this Lease exceeds the term of Landlord’s Property and
 Casualty insurance policy, Tenant shall pay landlord for applicable premiums within
 10 days of Landlord’s request for such payment. Any deductibles and/or retentions in
 an amount higher than ten thousand dollars ($10,000) shall be subject to approval by
 Tenant. Tenant shall be named an additional insured on such policy for coverage
 only in those areas where government immunity has been expressly waived by 14

 6
 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 Tenant 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 Tenant.

e. Pollution Liability Insurance. Tenant shall procure and maintain premises pollution
 liability insurance in form and content reasonably acceptable to Landlord considering
 Tenant’s use of the Premises as a vehicle maintenance garage and fueling station in
 an amount not less than one million dollars ($1,000,000) per occurrence, for the Term
 of this Lease, or if the Occupancy Period ends later than the end of the Term, then, for
 the entire Occupancy Period, naming Landlord as an additional insured thereon. The
 pollution liability insurance policy (hereinafter in this sub-paragraph referred to as the
 “Policy”) shall provide at least such coverage as is commonly written for buildings
 comparable to the building(s) located on the Premises and uses comparable to
 Tenant’s use of the Premises. The Policy shall provide liability coverage on a claims-
 made and reported basis which covers claims first made against or by an insured and
 reported to the Insurer, during the policy period. The Policy shall also provide
 coverage for remediation costs which covers pollution conditions first discovered and
 reported to the insurer during the policy period. Tenant shall include in the pollution
 coverage of the Policy, conditions emanating from storage tanks (including gas and
 oil tanks) on the Premises. Tenant additionally agrees to purchase a so-called “tail”
 or extended reporting period coverage (hereinafter “Tail Coverage”) for at least a
 one-year term in form reasonably acceptable to Landlord that provides coverage for
 claims pursuant to said Policy. The Tail Coverage shall, at minimum, extend the
 period for reporting claims under the Policy for at least a year after the expiration of
 the Occupancy Period.

 Tenant agrees to procure and submit for Landlord’s review a certificate of insurance
 and binder for the Policy and Tail Coverage at least ten (10) days prior to the
 commencement of this Lease Agreement as well as such other documents detailing
 the proposed terms of coverage as Landlord shall reasonably request. Tenant further
 agrees that the Policy shall be in full force and effect upon commencement of the
 Term.

f. Self-Insurance, Large Deductibles and/or Retentions. Tenant is solely responsible for
 all deductibles and or retentions on any insurance policies required by this Lease, and
 agrees to pay all deductibles and retentions with respect to any such policies. Any
 coverage required by this Lease for which Tenant chooses to self-insure shall be the
 responsibility of the Tenant, and Tenant agrees to pay any covered claims for which it
 chooses to self insure.

g. Waiver of Subrogation. Tenant shall procure waiver of subrogation on any insurance
 policies required under this Lease in which it is able to do so. Tenant agrees that it
 shall waive subrogation with respect to any matters for which it self-insures,

 7
 including, without limitation, worker’s compensation insurance. Landlord
 acknowledges and agrees that Tenant’s general liability insurance coverage shall not
 include a waiver of subrogation. Landlord may choose to either waive subrogation or
 list the Tenant as a named insured in lieu of waiving subrogation under its property
 and casualty insurance policy.

 h. Notice. All of the insurance policies in which the Tenant or Landlord are an
 additional or named insured under the terms of this Lease shall, contain a clause that
 the insurer shall not cancel or reduce the coverage of the insurance without first
 giving Tenant, Landlord and any mortgagees of Landlord thirty (30) days’ prior
 written notice.


10.1 Tenant’s Responsibilities.

 a. To the fullest extent permitted by law, Tenant hereby agrees to assume all risk of
 injury, harm or damage to any person or property (any such injury, harm or damage
 hereinafter is referred to as a “Liability Event”), including but not limited to all risk of
 injury, harm or damage to Tenant's officers, agents, employees, contractors,
 customers and invitees (all of whom hereinafter are referred to as “Tenant’s
 Affiliates” in the plural or as a “Tenant Affiliate” in the singular) or to any of their
 property, arising out of, during, or in connection with Tenant’s lease of the Premises
 from Landlord, Tenant’s occupancy of the Premises or any other use by Tenant of the
 Premises (all such risks are hereinafter collectively referred to as the “Assumed
 Risks”), but only to the extent (i) any such Liability Event is a result of actions or
 omissions by Tenant, one of Tenant’s Affiliates or any other person or entity for
 whom Tenant may be liable and (ii) is a negligent act or omission, an intentional act
 which is not a discretionary function, or an act or omission for which Tenant is liable
 under the Maine Tort Claims Act. Such Assumed Risks do not include injury, harm,
 or damage caused by (1) any act or omission of Landlord, its officers, agents,
 employees, contractors or anyone else for whom Landlord may be liable except
 Tenant or a Tenant Affiliate, or (2) any act or omission of any third party who is not a
 Tenant Affiliate utilizing the Access Easement. Tenant’s obligations hereunder are
 subject to and limited by the defenses, immunities and limitations of liability
 available to the Tenant under the Maine Tort Claims Act, 14 M.R.S.A. § 8101 et seq,
 and other applicable law.

 b. Tenant and Landlord agree that, subject to Landlord’s right to enforce the terms of
 this Lease and to terminate this Lease as provided herein, and except to the extent that
 the Access Easement is used by others, Tenant shall have during the Term until the
 later of the expiration of the Lease, the earlier termination of the Lease, or when
 Tenant vacates the Premises, full control over the Premises (including, without
 limitation, all buildings or structures located on the Premises, including, without
 limitation, the Building and any parking lot, or walkways or other grounds located on
 the Premises) and shall be solely responsible for all maintenance and repairs to the
 Building and Premises except as expressly set forth in this Lease.

 8
 c. Covenant against liens: Tenant shall not cause nor permit any lien against the
 Landlord’s property or the Premises or any improvements thereto to arise out of or
 accrue from any action, omission or use thereof by Tenant; provided, however, that
 Tenant may in good faith contest the validity of any alleged lien. In the event Tenant
 contests such lien, upon the request of the Landlord, Tenant shall post a bond
 approved by the court in which such lien claim is pending or if not yet pending, a
 court with jurisdiction over such lien, warranting payment of any such lien. If
 Tenant does not contest a lien, it shall pay off and cause the discharge of any such
 lien within twenty (20) days of its recording. If a court or other proceeding is
 commenced, Tenant shall cause such lien to be “bonded off” to Landlord’s
 satisfaction within forty-five (45) days of commencement of such proceeding.
 Should Landlord be subjected to any claim(s), suit(s) or lien(s), including, without
 limitation, any claim(s), suit(s) or lien(s) relating to any mechanic’s lien claim for any
 services or materials associated with Tenant’s improvements or alterations to the
 Leased Premises, Tenant shall indemnify and hold harmless Landlord from all
 damages and costs (including any attorneys’ fees incurred by Landlord) arising out of
 or relating to any such claim(s), suit(s) or lien(s), and shall pay any and all costs
 (including attorneys’ fees) incurred by Landlord in defense or prosecution of such
 actions within ten (10) days of demand by Landlord. Tenant’s failure to comply with
 the foregoing requirements regarding liens shall constitute a default under the terms
 of this Lease.

10.2 Environmental Compliance.

During the longer of the Term or the Occupancy Period, the Tenant shall be responsible for
complying with all applicable state, federal and municipal environmental obligations, laws and
regulations (hereinafter collectively “Environmental Laws”) and taking all necessary steps to
prevent any violation of any such Environmental Laws. In addition, Tenant shall be responsible
for payment of the costs and expenses relating to any violation of Environmental Law regarding
any Hazardous Material (as defined below), substance or waste which comes on, which comes
from or affects, the Premises during the longer of the Term or the Occupancy Period, or which is
hereafter placed upon or under the Premises at any time during the longer of the Term or the
Occupancy Period (including, without limitation payment of all fines, penalties or the like, as
well as the costs of removal and remediation) including, any and all losses, damages, suits,
penalties, costs, liability and expenses (including but not limited to reasonable investigation,
laboratory fees, environmental audit and legal expenses) arising out of any claim for loss or
damage to any real or personal property or to person(s) including the Premises, injuries to or
death of person(s), contamination of or adverse effects on the environment or any violation of
statutes, ordinances, orders, rules or regulations of any governmental entity or agency, caused by
or resulting from any Hazardous Material (as defined below), substance or waste which comes
on, which comes from or affects, the Premises during the longer of the Term or the Occupancy
Period, or which is hereafter placed upon or under the Premises at any time during the longer of
the Term or the Occupancy Period. Tenant’s obligations under this paragraph do not apply to
any violation of Environmental Laws or claims resulting from the actions or omission of
Landlord, its employees, subcontractors, or others using the Access Easement to access the

 9
property at 55 Portland Street. This paragraph is only intended to govern Tenant’s actions during
the longer of the Term or the Occupancy Period of the Lease and does not apply to Tenant’s
ownership of the Premises.

The term "Hazardous Materials" or “Hazardous Material” as used in this Lease Agreement
includes but is not limited to any and all substances (whether solid, liquid or gas) defined, listed,
or otherwise classified as pollutants, hazardous wastes, hazardous substances, hazardous
materials, extremely hazardous wastes, or words of similar meaning or regulatory effect under
any present or future State, Federal or municipal environmental law, regulation or ordinance
including but not limited to any such law, regulation or ordinance relating to petroleum or
petroleum products, asbestos or asbestos-containing materials, polychlorinated biphenyls, lead,
radon, radioactive materials, flammables or explosives.

Landlord acknowledges and agrees that nothing in section 10 of this Lease is intended to alter or
does alter the rights and obligations of the parties under sections 8 and 9 of the Purchase and Sale
Agreement.

11. Assignment/Subletting.

Tenant shall not sublet all or any portion of the Premises, nor sublease, transfer or assign this
Agreement or the rights granted hereunder at any time during the Term of this Agreement
without the prior written approval of Landlord, which may be granted or withheld in Landlord’s
sole discretion. No such assignment or subletting shall relieve Tenant of any obligations
hereunder, all of which shall remain in full force and effect, including, without limitation, with
respect to payment and any person accepting such assignment shall take the Agreement subject
to all prior breaches and shall be liable therefore in the same manner as Tenant.

12. Casualty Damage.

a. If the Premises or any part thereof shall be destroyed or damaged by fire or other
unavoidable casualty so that the same shall be thereby rendered unfit for use, then, and in such
case: (i) if such fire or unavoidable casualty occurs during the Initial Term, then Tenant shall
have the right to terminate this Lease; or (ii) if such fire or unavoidable casualty shall occur
following the expiration of the Initial Term and during the Renewal Term or any other term,
either Landlord or Tenant shall have the right to terminate this Lease. Such right of termination,
if available, shall be exercised by giving the other party written notice of such termination within
thirty (30) days after such damage or destruction, and upon the giving of such notice, the Term
of this Agreement shall cease and come to an end as of the earlier of the date Tenant fully moves
out of the Premises or the expiration or earlier termination of the then application term of the
Lease. Upon the date Tenant fully moves out of the Premises, Tenant’s obligation to pay utilities
shall end, except for such charges for utilities as shall have accrued prior to the date of move-out.
Notwithstanding anything else contained in this Lease Agreement, Tenant shall not receive any
rent refund or credit for such early termination of the Lease or for any early move out, but
Tenant shall not be obligated to continue to pay rent due if the Lease is so terminated during any
Renewal Term. For avoidance of doubt, Landlord and Tenant hereby agree no rent shall be



 10
refunded to Tenant upon such termination (or under any other circumstance) and that the Rent
Credit shall be permanently retained by Landlord.

b. Tenant shall be responsible for covering its equipment and supplies with such property
and casualty insurance as it deems necessary and Landlord shall have no responsibility therefor.
Tenant assumes all risk of damage, loss or casualty to its property, equipment and/or supplies
while located at the Premises, whether it is owned or leased by Tenant.

12.1 Condemnation. If the Premises or any part thereof are taken or condemned by a duly
constituted public authority, this Lease shall, as to the part taken, terminate and all proceeds and
awards shall be paid to the Landlord. Tenant shall have no claim against Landlord with respect to
any such taking or condemnation. In the event that a substantial portion of the Premises itself is
taken or condemned, both Landlord and Tenant shall have the right to terminate this Lease upon
giving notice in writing ten (10) days in advance of proposed termination date. Notwithstanding
any such condemnation, taking or termination, no rent shall be refunded to Tenant, and all rent
shall be permanently retained by Landlord.

13. Default; Termination.

a. This Lease is made on the condition that if the Tenant shall fail to pay any rent or any
other monetary obligation to Landlord within five (5) days of its due date, or fail to perform any
other obligation to Landlord within thirty (30) days after written notice thereof, or in case of an
obligation that cannot with due diligence be cured within said thirty (30) day period, fail to proceed
within said thirty (30) day period to commence to cure the same and thereafter to prosecute the
performance of such obligation with due diligence and within a period of time that under all prevailing
circumstances shall be reasonable or if Tenant shall violate or fail to comply with any of the terms or
provisions of this Lease and such failure to comply or violation of this Lease shall reoccur or continue
after written notice of such violation from Landlord, or if the estate hereby created shall be taken
on execution or other process of law, or if Tenant shall be declared bankrupt or insolvent
according to law, or if Tenant shall file bankruptcy, or if an involuntary bankruptcy shall be filed
against Tenant which shall not be dismissed within thirty (30) days, or if the Tenant shall hold
over at the termination of the Lease as herein provided, then and in any of said cases,
notwithstanding any license or any former breach of covenants or waiver or consent in former
instances, the Landlord lawfully may, in addition to and not in derogation of any remedies for
breach of covenant, immediately or at any time thereafter, without prior demand or prior notice
whatsoever, (a) terminate this Lease by notice in writing which termination shall be effective
immediately or at Landlord’s election on a date stated in said notice; (b) with or without process
of law, enter into and upon the leased Premises or any part thereof and repossess the same; and
(c) expel the Tenant and those claiming through or under the Tenant and remove its effects
(together with any third parties’ property) without being deemed guilty of any manner of trespass
and without prejudice to any remedies which might otherwise be used for arrears of rent or
preventing a breach of covenant, and upon entry as aforesaid, all rights of Tenant hereunder shall
terminate; and Tenant covenants that in case of such termination, Tenant will during the
remainder of the then-current term or any Renewal Term pay to Landlord on the last day of each
calendar month the difference, if any, between the rental, and other monetary obligations of
Tenant, which would have been due for such month had there been no such termination and the
sum of the amounts being received by the Landlord from occupants of the leased Premises, if

 11
any. In addition, Tenant agrees to pay the Landlord, as damages for any above-described breach,
all costs of reletting the Leased Premises including, without limitation, real estate commissions,
costs of advertising, costs of damage repair, cleaning, costs of renovation of the Premises to suit
a new tenant, and costs of moving and storing Tenant’s personal and trade fixtures.

b. Legal Fees and Expenses.

 (i) Tenant further agrees to pay and indemnify the Landlord against all reasonable
 legal costs and charges, including, without limitation, all reasonable attorney’s
 fees and expenses (hereinafter collectively referred to as “Legal Expenses”)
 incurred by Landlord if Landlord prevails in a civil action to obtain possession of
 the leased Premises (including, without limitation, in any forcible entry and
 detainer or eviction action).
 (ii) Tenant shall pay to Landlord all such Legal Expenses within ten (10) days
 following the entry of a final judgment and the passing of any applicable appeals
 period in such civil action.

c. Surrender. Upon any termination of this Lease, Tenant shall quit and surrender to
Landlord the Premises in accordance with the provisions of this Lease. If this Lease is
terminated, Tenant shall remain liable to Landlord for all Rent due under this Lease Agreement
which has not yet been paid to Landlord. The Rent Credit shall remain nonrefundable and shall
be permanently retained by Landlord. In no event shall either party be liable to the other for
incidental, special, or consequential damages of any nature claimed as a result of the breach of
any term of this Agreement or termination of this Agreement.

d. Termination for Convenience. Tenant may terminate this Lease for its convenience upon
no less than thirty (30) calendar days’ prior written notice to Landlord. If Tenant so terminates
this Lease for its convenience, no rent shall be refunded to Tenant, and the Rent Credit shall be
permanently retained by Landlord.

14. Access.

Landlord shall provide at least 24 hours advance notice of its intention to enter the Premises,
except in the case of an emergency. Upon such notice, the Landlord and its representatives,
agents, or employees, may enter the Premises.

15. Signs.

Tenant shall not erect, install or place any signage upon the interior or exterior of the Premises
except with the written approval of Landlord, which approval Landlord agrees not to withhold
unreasonably. Tenant shall pay any and all costs associated with any such signage approved by
Landlord.

16. Zoning.




 12
It is the responsibility of Tenant to determine all zoning information and secure all necessary or
required permits and approvals of its proposed use of the subject Premises. Landlord makes no
representations or warranties as to the suitability of, or the ability to obtain regulatory approval
for, the subject Premises for Tenant’s intended use.

17. Self-Help.

In the event of a dispute between Tenant and Landlord, Tenant shall not be permitted to withhold
all or any part of the rental payment then due unless and until a forum of appropriate jurisdiction
has so ruled. The acceptance of a check by the Landlord for a lesser amount with an
endorsement or statement thereon, or upon any letter accompanying such check, to the effect that
such lesser amount constitutes payment in full shall be given no effect and Landlord may accept
such check without prejudice to any other rights or remedies which Landlord may have against
Tenant.
18. Miscellaneous Provisions.

Subject to the foregoing, the covenants and agreements of the Landlord and Tenant shall run
with the land and be binding upon and inure to the benefit of them and their respective
successors and assigns, but no covenant or agreement of Landlord, expressed or implied, shall be
binding individually upon any LLC manager or member nor any fiduciary nor any trustee or
beneficiary under any trust.

19. Subordination.

Tenant shall, from time to time, upon request of the Landlord, subordinate this Lease to any
mortgage deed, and/or other security indenture hereafter placed upon the leased Premises, and to
any renewal, modification, replacement or extension of such mortgage or security indenture, if,
and only if, any mortgagee of Landlord and Landlord (if required by lender) execute (either
before or after) such subordination agreement or subordination, non-disturbance and attornment
agreement (“SNDA”). Landlord agrees to make reasonable efforts to negotiate with its lender
with respect to the terms of any such SNDA, and shall advise such lender of any Tenant
objections to such SNDA. Tenant hereby agrees it shall execute and deliver to Landlord within
five (5) days of Landlord’s request such subordination agreement or SNDA submitted to Tenant
by Landlord or Landlord’s lender.

20. Estoppel Certificates.

Tenant shall, within five (5) days after each and every request by Landlord execute, acknowledge
and deliver to Landlord a statement in writing including any or all of the following as determined
by Landlord: (a) certifying that the Lease is unmodified and in full force or effect (or if there
have been modifications, that the same is in full force and effect as modified, and stating the
modifications), (b) specifying dates to which the annual rent has been paid, (c) stating whether or
not Landlord is in default in performance or observance of its obligations under the Lease, and, if
so, specifying each such default, (d) stating whether or not to the best of the knowledge of the
Tenant, any event has occurred which, with giving of notice or passage of time, or both, would
constitute a default by Landlord under Lease, and, if so, specifying each such event, and (e)

 13
certifying that Tenant, as of the date of the statement, has no charge, lien or claim of offset under
the Lease, or otherwise, against rents or other charges due or to become due thereunder. Any
such statement delivered pursuant to this Article may be relied upon by any prospective assignee,
transferee or mortgagee of the Leased Premises or any interest therein.

21. Return of Premises; Trade Fixtures.

Tenant at the expiration or termination of this Lease Agreement shall peaceably yield up to
Landlord the Premises in broom clean condition, in good repair in all respects, reasonable use
and wear and damage by fire and all other unavoidable casualties not caused by the acts or
omissions of Tenant, its officers, employees, agents, invitees or contractors excepted. At such
time, Tenant shall also remove all trade fixtures, equipment and other personal property installed
or placed by it at its expense in, on or about the Premises, including, without limitation, those
listed on Exhibit B. Should Tenant fail to remove its trade fixtures, equipment or other personal
property within Thirty (30) days of a notice to do so from Landlord, ownership of such fixtures,
equipment and property shall automatically be vested in Landlord and Landlord have the right to
dispose of such fixtures, equipment and property in any manner it sees fit, and retain all proceeds
therefrom.

22. Covenants.

Landlord covenants that it is the owner in fee of the Premises and can and will provide quiet
enjoyment of the Premises during the Initial Term of this Agreement, or if applicable, any
Renewal Term. Each party covenants that the Agreement is signed by a duly authorized
individual.

23. Notices.

Any notice required to be given under this Lease shall be in writing and shall be hand-delivered
or sent by U.S. certified mail, return receipt requested, postage prepaid, addressed to the parties
as stated below or such other address as either party may designate in writing to which its future
notices shall be sent. Notices shall be deemed to have been duly given on the date of service if
served personally on the party to whom notice is to be given, or on the first business day after
mailing if mailed to the party to whom notice is to be given by first class mail, postage prepaid,
certified, return receipt requested, addressed to the recipient at the addresses set forth below.
Hand delivery at the addresses below shall be effective as personal delivery to the party specified
on the date of delivery. Either party may change addresses for purposes of this paragraph by
giving the other party notice of the new address in the manner described herein.

To Tenant: City of Portland
 ATTN: City MANAGER
 389 Congress Street
 Portland, ME 04101

With a copy to : The Office of the Corporation Counsel
 at the same address

 14
To Landlord: Mr. Thomas Watson
 ________________________
 104 Grant Street
 Portland, ME 04101

With a copy to: William H. Leete, Jr., Esq.
 Leete & Lemieux, P.A.
 511 Congress Street, Suite 502
 Portland, ME 04101




24. Amendment.

Both parties hereto acknowledge and agree that they have not relied upon any statements,
representations, agreements or warrantees except such as are expressed herein. The terms of this
Lease may be modified or amended by the mutual assent of the parties hereto; provided,
however, that no such modification or amendment to this Lease shall be binding until in writing
and signed by both parties.

25. Governing Law.

This Agreement shall be governed by and construed in accordance with the laws of the State of
Maine.

26. Force Majeure.

Neither Tenant nor Landlord shall be deemed in violation of this Lease if it is prevented from
performing any of its obligations hereunder by reason of strikes, boycotts, labor disputes, acts of
God, war, acts of superior governmental authority or other reason over which it has no control;
provided, however, that the suspension of performance shall be no longer than that required by
the force majeure and a suspension of performance shall only be permitted if the party prevented
from performance has given written notice thereof to the other party.

27. Non-Waiver.

No waiver of any breach of any one or more of the conditions of this Lease by the Landlord or
Tenant shall be deemed to imply or constitute a waiver of any succeeding or other breach
hereunder.

28. Limitations of Liability. Tenant agrees to look solely to the Landlord’s interest in 44
Hanover Street, for recovery of any judgment from Landlord, it being agreed that Landlord is not
personally liable for any such judgment beyond its interest in 44 Hanover Street (except to the
extent that insurance proceeds may be available to satisfy any such judgment).

 15
29. Brokers.

Landlord and Tenant each represent and warrant to the other that it has not dealt with any agents,
brokers or finders in connection with this Agreement, other than the related purchase transaction
for the Premises between Landlord and Tenant, and Tenant hereby warrants and represents that
its broker [CBRE | The Boulos Company] has been paid in full for its services rendered in
connection with that transaction and is not entitled to any compensation with respect to this
Lease. Each party agrees to hold and indemnify the other harmless from and against any losses,
damages, costs or expenses (including attorneys’ fees) that either party may suffer as a result of
claims made or suits brought by any broker in connection with this transaction, the obligated
party hereunder to be the party whose conduct gives rise to such claim or whose statement
contained in this Paragraph 29 shall be untrue.

30. Tenant agrees that its obligations to Landlord under this Lease Agreement are contractual
and are not subject to any defenses available under the Maine Tort Claims Act and Tenant
further agrees not to seek to invoke any such defenses.

31. Memorandum of Lease.

Landlord and Tenant agree that this Lease shall not be recorded but each party hereto agrees, on request
of the other, to execute a Memorandum of Lease in recordable form and mutually satisfactory to the
parties.

 IN WITNESS WHEREOF, the parties hereto have caused this Lease to be duly
executed the day and year first above written.

WITNESS: LANDLORD


_________________________ By: _______________________
 Thomas E. Watson
 Its Manager


WITNESS CITY OF PORTLAND

__________________________ By: __________________________
 Jon P. Jennings
 Its City Manager

Approved as to Form:


Corporation Counsel’s Office



 16
 EXHIBIT A
(Plan of Premises to be inserted closing)




 17
 EXHIBIT B
 Tenant’s Property To Be Removed At End Of Term

Lifts –
 - 2 Post Forward model DP15SN000M, 15,000 lb, 230 volt – Pickup Bay
 - 2 Post Forward model DP10A2, 10,000 lb, 230 volt – Police Bay 2
 - 2 Post Forward model 110N000M, 10,000 lb, 230 volt – Police Bay 1
 - 4 post Rotary model SM18N000, 18,000 lb, 230 volt – Medcu Bay
 - (4) sets of 4 Stertil Koni mobile column lifts, 18,000 lb each post, 230 volt, 3 phase

Tire Machines –
 - Atlas tire changer – 110 volt
 - Accuturn tire balancer – 110 volt
 - Brunick tire spreader – 110 volt
 - Old tire changer

Crane
 - Demag 10 ton.

Air Compressor – Replace with new
 - Champion 3 phase, 230 volt compressor, circa 1992, with air drier 110 volt

Misc Shop Equipment 110 volt
 - 2 ac machines, 110 volt
 - 1 transmission service machine – 110 volt
 - 110 welders for mechanics (2)
 - Diesel transfer tank 110 volt
 - Multiple waste oil transfer tanks 110 volt

Machine Shop
  - Shop press, 110 volt
  - Fume extraction – 110 – 220 volt depending on size.
  - Millermatic 252 mig welder, 220 volt (work bay)
  - Older mig welder, 220 volt (work bay)
  - Tig welder – 220 volt (work bay)
  - Plasma cutter, 220 volt (work bay)
  - Jet bandsaw – 110 volt (in machine shop)
  - Vertical bandsaw, 220 volt, 3 phase (machine shop)
  - Ironworker, Scotchman, 110 volt (machine shop)
  - Lathe, 220 volt, 3 phase (machine shop)
  - Milling machine, 220 volt, 3 phase (machine shop)
  - Large drill press, 220 volt, 3 phase (machine shop)
  - Small drill press, 110 volt (machine shop)

 18
Other/Misc Equipment
- (2) Generators (Admin and Fleet)
- Misc hose / cord / wiring reels
- Tire bay water tank
- Spring compressor – wall mounted in Fire bay
- Bulk fluid tanks
- Paint mix room
- Newer floor body shop lights
- 2 new Fleet building dumpsters
- Misc shelving




 19
 Economic Development Department
 Gregory A. Mitchell, Director



 MEMORANDUM


TO: Economic Development Committee

FROM: Greg Mitchell, Economic Development Director

DATE: June 13, 2018

SUBJECT: Proposed Fourth Amendment to 82 Hanover Street
 Purchase and Sale Agreement


I. ONE SENTENCE SUMMARY

The proposed Fourth Amendment to the Purchase and Sale Agreement for 82 Hanover Street will
enable a new 10-foot wide pedestrian easement to be established, between Parris and Hanover Street
along the proposed 44 and 82 Hanover Street property line and restrict parking in the 30-foot wide
Lancaster Street right of way area.

II. BACKGROUND

The EDC previously voted to recommend to the City Council the discontinuance of vehicular and
pedestrian rights (while retaining a utility easement) in the section of the former discontinued
Lancaster Street right-of-way located between Parris and Hanover Street.

 In order to be consistent with City Planning Board Site Plan approval for the 82 Hanover Street
Redevelopment Project, staff propose amending the 44 and 82 Hanover Street Purchase and Sale
Agreements to reserve in the deeds public pedestrian easements establishing a ten (10) foot wide new
pedestrian area composed of 5 foot wide easements on either side of the property line. Following
guidance from the EDC, the amendments to the Purchase and Sale Agreement for 82 Hanover will
also require a covenant in the deed restricting parking in the 30-foot wide portion of the property
currently encumbered by the public easement in the former Lancaster Street right of way.
It is noted that Tom Watson is the buyer for both the 44 and 82 Hanover Street properties.

III. INTENDED RESULT AND OR COUNCIL GOAL ADDRESSED

The intended result is EDC and City Council approval of the attached Fourth Amendment to the
Purchase and Sale Agreement for 82 Hanover.

This supports the private redevelopment of the 44 and 82 Hanover Street properties formerly
occupied by the City Public Works Department.
 CITY OF PORTLAND/ECONOMIC DEVELOPMENT DEPT./389 CONGRESS ST./PORTLAND, ME 04101/(207) 874-8683
IV. FINANCIAL IMPACT

There is no financial impact related to this transaction.

V. STAFF ANALYSIS

 In order to account for the loss of public access in the former Lancaster Street right of way and
comply with Planning Board requirements and EDC recommendations, City staff negotiated the
attached Fourth Amendment with Tom Watson (buyer for both the 44 and 82 Hanover Street
properties) to preserve public easements on both properties related to the new ten (10) foot wide
pedestrian easement area between Parris and Hanover Streets along the boundary between 44 and 82
Hanover Street and to restrict parking in the former Lancaster Street right of way.

VI. RECOMMENDATION

Staff recommends the EDC vote to recommend approval, to the City Council, of the Draft Fourth
Amendment to the Purchase and Sale Agreement for 82 Hanover Street in substantial conformance as
attached.

VII. LIST ATTACHMENTS

 - Proposed Fourth Amendment to Purchase and Sale Agreement for 82 Hanover Street
 - 3rd Amendment to Purchase and Sale Agreement
 - 2nd Amendment to Purchase and Sale Agreement
 - 1st Amendment to Purchase and Sale Agreement
 - 82 Hanover Street Purchase and Sale Agreement




 CITY OF PORTLAND/ECONOMIC DEVELOPMENT DEPT./389 CONGRESS ST./PORTLAND, ME 04101/(207) 874-8683
 FOURTH AMENDMENT
 TO
 PURCHASE AND SALE AGREEMENT
 FOR 82 HANOVER STREET

 THIS FOURTH AMENDMENT TO PURCHASE AND SALE AGREEMENT is made
as of the ____ day of July, 2018, by and between the CITY OF PORTLAND, a Maine municipal
corporation with a place of business in Portland, Maine and mailing address of 389 Congress
Street, Portland, Maine 04101 (“Seller”) and TOM WATSON & CO., LLC, a Maine limited
liability company with offices in Portland, Maine, and/or its assigns (the “Buyer”).

 WHEREAS, Seller and Buyer entered into a certain Purchase and Sale Agreement dated
on or about October 24, 2017, as amended by that certain First Amendment dated December 22,
2017, that certain Second Amendment dated February 28, 2018, and that certain Third
Amendment dated May 14, 2018 (hereinafter collectively the “Agreement”) with respect to
certain real property located at or about 82 Hanover Street, Portland, Maine as more fully
described in the Agreement;

 WHEREAS, Seller and Buyer wish to amend the description of the Premises in the P&S
in order to clarify that Seller will reserve in the conveyance a public pedestrian access easement
over a portion of the Premises and to include a restrictive covenant governing parking in a
portion of the Premises as set forth in greater detail below.

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

 1. Paragraph 3(f) of the Agreement is hereby deleted and replaced with the
following:

 Deed. City shall convey the Premises to Buyer at the closing in fee simple by a
 municipal quitclaim deed without covenant. Title shall be good and insurable title at
 standard rates, free and clear of all encroachments, liens and encumbrances except (i)
 easements consented to by Buyer; (ii) easements for utilities servicing the property, (iii)
 City ordinances, and (iv) real estate taxes not yet due and payable. Buyer specifically
 acknowledges and agrees that in the deed, Seller will reserve for the benefit of the public
 a 5-foot-wide pedestrian access easement as approved by the City of Portland Planning
 Board on May 23, 2018 (the “Public Pedestrian Easement”) along the entire length of the
 common boundary between the Premises and 44 Hanover Street, which is also the
 southeasterly boundary line of the Premises, which easement shall run between Hanover
 and Parris Streets (the “Public Pedestrian Easement Area”). The Public Pedestrian
 Easement Area is generally depicted as the cross-hatched area on the diagram attached
 hereto as Exhibit A, which is incorporated herein by reference. The purpose of the Public
 Pedestrian Easement is to grant public pedestrian access on and over the Public
 Pedestrian Easement Area, which shall be an ADA compliant area for pedestrian, bicycle
 and similar non-motorized pedestrian uses. The Public Pedestrian Easement shall be
subject to such rules or ordinances that the Seller may adopt from time to time in the
interests of public safety, which are generally applicable to similar pedestrian easements,
provided that Buyer does not waive any rights, and expressly reserves the right, to argue
that any such future rules or ordinances do not apply to it on the basis that the existing
conditions of the Public Pedestrian Easement Area are grandfathered and/or that such
rules or ordinances cannot be retroactively applied. Notwithstanding the foregoing,
wheelchair and emergency vehicles as well as snow removal equipment shall be
permitted in accordance with applicable federal and/or state laws regulating accessibility
for such devices, vehicles or equipment. Maintenance and repair responsibilities within
the Public Pedestrian Easement Area shall belong solely to the Buyer, its successors and
assigns. Buyer shall be responsible for removal of snow and ice from the Public
Pedestrian Easement Area and to otherwise comply with all laws, rules, regulations, and
ordinances governing the removal of snow and ice. Seller shall have the right, but not the
obligation, to repair or maintain the Public Pedestrian Easement Area, including, as
reasonably necessary, any subsurface repairs or maintenance, or remove snow or ice
therefrom, when Seller, in its sole discretion, deems such repairs, maintenance, or snow
or removal necessary to ensure public safety and protect the public use and enjoyment of
the Public Pedestrian Easement Area. No buildings or any kind of permanent structure
will be erected in the Public Pedestrian Easement Area, and Buyer shall not use or
authorize any use, condition or state of disrepair that would be contrary to or otherwise
inhibit the public pedestrian uses of the Public Pedestrian Easement Area.

Buyer further acknowledges and agrees that the deed will include a restrictive covenant
governing parking in the area on Exhibit A marked “Lancaster Street (Discontinued),”
which area is approximately 30 feet wide and extends from Parris Street to Hanover
Street (the “Restricted Parking Area”). Buyer, its successors and assigns shall prohibit
parking in the Restricted Parking Area at all times, provided, however, that Buyer may
allow brief stopping and standing in the Restricted Parking Area for vehicles loading or
unloading people or goods at the Premises. Such covenants and restrictions are intended
to be and shall be considered covenants that run with the Premises and shall bind all
subsequent owners of the Premises. Such covenants and restrictions shall survive a sale,
transfer, foreclosure or transfer of title in lieu of foreclosure, or other disposition of the
Premises and shall be enforceable by Seller as a contract and shall inure to the benefit of
and be enforceable by Seller, its successors, transferees and assigns. The covenants
restrictions may be amended or modified in whole or in part only by written agreement of
Seller and Buyer.

Buyer further acknowledges that the deed shall contain a restriction stating that in the
event that the Premises or any portion thereof shall become exempt from real and
personal property taxes, by transfer, conversion, or otherwise, during the City’s fiscal
year that begins following the Closing or in the fiscal years thereafter, then the then-
owner of the exempt portion shall make annual payments to the City in lieu of taxes in
the amount of the lesser of (a) the amount of property taxes that would have been
assessed on the exempt portion of the real and personal property situated on the Premises
had such property remained taxable, or (b) such other target percentage as may be
approved as part of a City PILOT policy that may be in effect at the time taxes are due on



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 such property. Such restriction shall also confirm that Buyer and its successors and
 assigns shall possess and be vested with all rights and privileges as to abatement and
 appeal of valuations, rates, and the like as are accorded owners of real and personal
 property in Maine.

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

 IN WITNESS WHEREOF, this First Amendment has been executed and delivered as of
the day and year first above written.

 CITY OF PORTLAND



WITNESS Jon P. Jennings
 Its City Manager


 TOM WATSON & CO., LLC


 _
WITNESS Printed Name: Thomas E. Watson
 Its Manager



Approved as to Form:


Corporation Counsel’s Office




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 b. The Buyer shall pay the remainder of the Purchase Price to the City by wire
 transfer (or as otherwise reasonably requested by the City) at closing.

3. TITLE AND DUE DILIGENCE.

 a. Due Diligence Period. Subject to extension as set forth in Paragraph 3(b) and
 (d), Buyer will have from the Effective Date of this Agreement until 4:00 PM
 Eastern Standard Time on the day that is sixty (60) days after the Effective Date
 of this Agreement (the “Due Diligence Period”) to complete any survey,
 environmental review and title examinations, and to undertake such other
 investigations, testing or inspections as Buyer shall deem appropriate.

 b. Property Description. The property description contained in the deed will be a
 survey description based upon a Boundary Survey performed by a Maine
 Licensed Surveyor to be obtained by the City (the “Survey”) which will more
 specifically describe the property shown on Exhibit A hereto (the “Premises
 Description”) in form reasonably acceptable to the City and Buyer. The
 Premises Description will be distributed to the parties hereto at least thirty (30)
 days prior to expiration of the Due Diligence Period. If the Premises
 Description is not received by City and Buyer at least thirty (30) days prior to
 the expiration of the Due Diligence Period, the Due Diligence Period shall be
 extended to a date thirty (30) days after it is received. The parties will agree on
 the final Premises Description prior to closing. If the parties cannot agree upon
 the final Premises Description prior to closing, then Buyer shall have the option
 to (1) terminate this Agreement and obtain a refund of the Deposit (after which
 neither party will have any further obligation or liability to the other under this
 Agreement) or (2) waive the approval provision and close.

 c. Financing Contingency. Buyer shall have from the Effective Date of this
 Agreement until 4:00 PM Eastern Daylight Savings Time on the day that is
 sixty (60) days after the Effective Date of this Agreement (the “Financing
 Period”) to obtain a commitment for commercially reasonable financing
 acceptable to Buyer, provided, however, if the Due Diligence Period shall be
 extended, then the Financing Period shall be extended to expire on the same
 date as the expiration of the Due Diligence Period. Buyer shall take timely and
 commercially reasonable steps to secure such financing. If Buyer does not
 obtain a financing commitment acceptable to Buyer within the Financing
 Period, Buyer may terminate this Agreement by notice in writing to City, or
 may elect to close under the Agreement despite the lack of such commitment.
 If Buyer so exercises its right to terminate this Agreement, then the City shall
 refund to Buyer the Deposit, if previously paid, without interest, within ten (10)
 days after receipt of Buyer's termination notice, and neither party shall have any
 further obligations or liabilities under this Agreement except as expressly set
 forth in this Agreement. Any termination notice sent by Buyer with respect to
 this Agreement may merely state that Buyer elects to terminate this Agreement,
 shall have no formal requirements, and shall be immediately effective.



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d. Title, Survey and Environmental Objections. In addition to the Survey
 described above, the City agrees it has caused a Phase II Environmental study
 of the Premises to be performed. Buyer will have until the end of the Due
 Diligence Period to deliver to City any written objections to title,
 environmental, or survey matters that Buyer determines materially affect
 insurability of title at standard rates, or the use of the Premises, the value of the
 Premises, the cost of development of or cost or feasibility of construction on
 the Premises. Objections not made prior to the end of the Due Diligence Period
 will be deemed waived; provided, however, that objections pertaining to
 matters of record first appearing after the end of the Due Diligence Period may
 be made at any time prior to the closing. If the Survey and any environmental
 study (including, without limitation any Phase II Environmental study) are not
 completed and distributed to the parties at least thirty (30) days prior to the
 expiration of the Due Diligence Period, the Due Diligence Period will be
 extended to a date thirty (30) days after the date upon which the later of the
 Survey or any environmental study to be completed and received are completed
 and are received by Buyer and City.

e. Option to Cure. In the event of a title, Survey or environmental objection by
 Buyer, City will have the option, but not the obligation, to cure the objection
 and will notify Buyer of its election within ten (10) business days after receipt
 of the objection. In the event that the City elects to cure the objection, it will
 have sixty (60) days from the date of the notice of election, or such other
 reasonable time as the parties may agree, to cure the objection. In the event that
 the City does not elect to cure the objection, or, having elected to cure the
 objection fails to timely do so to Buyer’s reasonable satisfaction, Buyer will
 have the option to (1) terminate this Agreement and obtain a refund of the
 Deposit (after which neither party will have any further obligation or liability
 to the other under this Agreement), (2) waive the objection and close, or (3)
 undertake the cure of such objection at its own expense (in which case it shall
 have 60 days to do so).

f. Deed. City shall convey the Premises to Buyer at the closing in fee simple by
 a municipal quitclaim deed without covenant. Title shall be good and insurable
 title at standard rates, free and clear of all encroachments, liens and
 encumbrances except (i) easements consented to by Buyer; (ii) easements for
 utilities servicing the property, (iii) City ordinances, and (iv) real estate taxes
 not yet due and payable. Buyer further acknowledges that the deed shall contain
 a restriction stating that in the event that the Premises or any portion thereof
 shall be exempt from real and personal property taxes, by transfer, conversion,
 or otherwise, then the then-owner of the exempt portion shall make annual
 payments to the City in lieu of taxes in the amount of the lesser of (a) the amount
 of property taxes that would have been assessed on the exempt portion of the
 real and personal property situated on the Premises had such property remained
 taxable, or (b) such other target percentage as may be approved as part of a
 city-wide PILOT policy that may be in effect at the time taxes are due on such
 property. Such restriction shall also confirm that Buyer and its successors and
 assigns shall possess and be vested with all rights and privileges as to abatement
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 and appeal of valuations, rates, and the like as are accorded owners of real and
 personal property in Maine.

4. INSPECTIONS.

 a. During the Due Diligence Period, Buyer and its employees, consultants,
 contractors and agents shall have the right, at Buyer’s expense, to enter on the
 Premises at reasonable times in order to (i) inspect the same, (ii) conduct
 engineering studies, percolation tests, geotechnical exams, environmental
 assessments, and other such studies, tests, exams, and assessments, and (iii) do
 such other things as Buyer determines, it is sole discretion, to be required to
 determine the suitability of the Premises for Buyer's intended use (collectively,
 the “Inspections”). The City acknowledges that such Inspections may include
 the digging of test pits, which the City hereby approves.

 b. Buyer agrees to defend, indemnify and hold harmless the City against any
 mechanics liens that may arise from the activities of Buyer and its employees,
 consultants, contractors and agents on the Premises, except those arising from
 labor or materials furnished at the City’s request.

 c. Buyer shall exercise the access and inspection rights granted hereunder at its
 sole risk and expense, and Buyer hereby releases the City from, and agrees to
 indemnify, defend, and hold the City harmless against, any and all losses, costs,
 claims, expenses and liabilities (including without limitation reasonable
 attorney fees and costs) (collectively, "Damages") suffered by the City on
 account of any injury to person or damage to property arising out of the exercise
 by Buyer of its rights hereunder, except to the extent that such Damages result
 from the act or omission of the City.

 d. Buyer shall cause any contractors, consultants or any other party conducting the
 Inspections to procure automobile insurance, if applicable, and general public
 liability insurance coverage in amounts of not less than Four Hundred Thousand
 Dollars ($400,000.00) per occurrence for bodily injury, death and property
 damage, listing the City as an additional insured thereon, and also Workers’
 Compensation Insurance coverage to the extent required by law; the forms of
 all such insurance to be subject to City’s Corporation Counsel’s reasonable
 satisfaction.

 e. In the event that Buyer does not purchase the Premises, Buyer agrees to either
 return the Premises as nearly as reasonably possible to its original condition
 after conducting the Inspections, or, at the City’s option, reimburse the City for
 any material physical damage caused to the Premises in connection with the
 Inspections; provided, however, the City hereby acknowledges and agrees that
 the term "physical damage" does not include any disturbance of any pre-
 existing environmental contamination on the Premises caused by such
 inspections, nor any studies, tests (including test borings or pits), exams, and
 assessments, and that Buyer shall have no obligation to clean-up, remove or


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 take any other action with respect to any pre-existing environmental
 contamination disturbed thereby.

 f. The parties hereto acknowledge and agree that it is a condition to Buyer's
 obligations under this Agreement that the results of the Inspections be
 acceptable to Buyer in its sole discretion. If the results of such due diligence
 are not acceptable to Buyer in its sole discretion Buyer may terminate this
 Agreement. If Buyer exercises its right to terminate this Agreement, then the
 City shall refund to Buyer the Deposit, if previously paid, without interest,
 within ten (10) days after receipt of Buyer's termination notice, and neither
 party shall have any further obligations or liabilities under this Agreement
 except as expressly set forth in this Agreement. Any termination notice sent by
 Buyer with respect to this Agreement may merely state that Buyer elects to
 terminate this Agreement, shall have no formal requirements, and shall be
 immediately effective.

5. REAL ESTATE TAXES, PRORATIONS AND TRANSFER TAX. Buyer shall be
 liable for all real estate taxes beginning as of the start of fiscal year following the
 closing and continuing thereafter. Because the Premises is currently owned by the
 City of Portland, which is exempt from real estate taxes, no taxes were assessed or will
 be due for any portion of the current fiscal year, and no taxes will be prorated at the
 closing. Any utilities for the Property shall be prorated as of the closing. The Buyer’s
 one half share of Maine real estate transfer tax shall be paid for by Buyer in accordance
 with 36 M.R.S.A. § 4641-A. City is exempt from paying the transfer tax pursuant to 36
 M.R.S.A. § 4641-C. The recording fee for the deed of conveyance and any expenses
 relating to Buyer’s financing or closing shall be paid for by Buyer.

6. DEFAULT AND REMEDIES. In the event that Buyer defaults hereunder for a
 reason other than the default of the City, City shall retain the deposit as its sole remedy.
 In the event City defaults under this Agreement, and if Buyer is not then in default
 hereunder, Buyer shall have the right to pursue specific performance and the City
 agrees it shall not invoke any sovereign immunity defense nor any defense based upon
 its status as a City, municipality, body politic or the like, but Buyer at all times may
 elect in substitution therefor, as its sole remedy, the right to a return of its deposit.

7. RISK OF LOSS. The risk of loss or damage to the Premises by fire, eminent domain,
 condemnation, or otherwise, until transfer of title hereunder, is assumed by the City.
 The Premises is to be delivered in substantially the same condition as of the date of this
 Agreement unless otherwise stated. In the event City is not able to deliver the Premises
 as stated, Buyer may terminate this Agreement and receive a refund of the Deposit
 without interest, and neither party shall have any further obligations or liabilities under
 this Agreement except as expressly set forth in this Agreement, or Buyer may elect to
 close hereunder and receive an assignment of any applicable insurance proceeds
 payable to the City relating to such loss or damage.

8. PROPERTY SOLD “AS IS, WHERE IS.” Buyer acknowledges that Buyer will have
 an opportunity to inspect the Premises, and to hire professionals to do so, and that
 Premises will be sold “as is, where is” and “with all faults.” City, and its agents, make
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 no representations or warranties with respect to the accuracy of any statement as to
 boundaries or acreage, or as to any other matters contained in any description of the
 Premises, or as to the fitness of the Premises for a particular purpose, or as to
 development rights, merchantability, habitability, or as to any other matter, including
 without limitation, land use, zoning and subdivision issues (other than City’s agreement
 to obtain subdivision approval as set forth in Paragraph 10 of this Agreement) or the
 environmental, mechanical, or structural condition of the Premises. Acceptance by
 Buyer of the Deed at closing and payment of the purchase price shall be deemed to be
 full performance and discharge by the City of every agreement and obligation
 contained herein except as expressly set forth herein.

9. ENVIRONMENTAL INDEMNIFICATION. Buyer covenants and agrees to
 indemnify, defend, and hold the City harmless from and against any and all claims,
 damages, losses, liabilities, obligations, settlement payments, penalties, assessments,
 citations, directives, claims, litigation, demands, defenses, judgments, costs, or
 expenses of any kind, including, without limitation, reasonable attorneys’, consultants’,
 and experts’ fees incurred in investigating, defending, settling, or prosecuting any
 claim, litigation or proceeding, that may at any time be imposed upon, incurred by or
 asserted or awarded against Buyer or the City and relating directly or indirectly to the
 violation of or compliance with any federal, state, or local environmental laws, rules,
 or regulations governing the release, handling or storage of hazardous wastes or
 hazardous materials and affecting all or any portion of the Premises, except to the extent
 that such a claim results directly from the City’s release, handling or storage of
 hazardous wastes or hazardous materials on the Premises. This duty to indemnify,
 defend, and hold harmless shall be included in a covenant in the deed and shall run with
 the land conveyed and be binding upon Buyer’s successors, assigns, and transferees.

10. CONDITIONS PRECEDENT TO CLOSING. It is a condition precedent to Closing
 that:

 a. The City shall obtain in form reasonably acceptable to Buyer the removal of the
 restrictions limiting development of or use of the Premises or otherwise
 burdening the Premises (hereinafter the “Deed Restrictions”) stated or described
 in the deed to the City from the State of Maine dated September 26, 2005 and
 recorded in the Cumberland County Registry of Deeds in Book 23202, Page 38.

 b. The City shall obtain Subdivision approval by the City of Portland Planning
 Board, in order to obtain approval for the creation of the parcel which constitutes
 the Premises, unless the City as Seller and Buyer agree, such Subdivision
 approval is not required (hereinafter the “Subdivision Approval”).

In the event the City is unable to obtain Subdivision Approval and the removal of all the
above Deed Restrictions prior to the Closing Date, as defined below, then the Buyer may
either (1) extend the Closing Date set forth in Paragraph 11 by a time period not to exceed
one hundred eighty (180) days to permit the removal of the Deed Restrictions and the
approvals to be obtained or (2) elect to terminate this Agreement either prior to the
scheduled Closing Date or prior to the expiration of any extension period based on an


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extension as provided above. In the event Buyer shall elect to so extend the Closing Date,
the City agrees to pursue the removal of the Deed Restrictions and Subdivision Approval.

If Buyer shall elect to terminate this Agreement then the City shall refund the Deposit, if
previously paid, without interest, and this Agreement shall be terminated and neither party
shall have any further obligations or liabilities under this Agreement, unless the parties
mutually agree to extend this Agreement. Buyer acknowledges and agrees that the City is
acting as Seller, and not in its regulatory capacity, in connection with this Agreement. The
delivery to Buyer, and acceptance and recording by the Buyer of a deed to the Buyer of the
Premises, will evidence conclusive and final consent by the Buyer to the waiver or
completion of all these conditions.

11. CLOSING. Time is of the essence in the performance of this Agreement. The closing
 shall be held at the offices of Buyer’s counsel at a time agreeable to the parties on or
 before the day that is the later of five months after the Effective Date of this Agreement
 or thirty (30) days after the later of (i) the expiration of the Due Diligence Period; (ii)
 the deadline for the City to resolve any title, Survey or environmental objections; or
 (iii) the date to which Buyer elects to extend the Closing Date under Paragraph 10 (the
 “Closing Date”). At the Closing:

 a. City shall execute, acknowledge and deliver to Buyer a municipal quitclaim
 deed conveying to Buyer good, and insurable title (at standard rates) to the
 Premises, free and clear of all liens and encumbrances except as otherwise set
 forth herein.

 b. Buyer shall deliver the balance of the Purchase Price to the City by wire transfer
 (or as otherwise reasonably requested by the City); and

 c. Each party shall deliver to the other such other documents, certificates and the
 like as may be required herein or as may be necessary to carry out the
 obligations under this Agreement, and for the Buyer to obtain owners and
 lenders title insurance in form reasonably acceptable to Buyer and to Buyer’s
 lender.

 d. Buyer shall deliver evidence, reasonably satisfactory to City’s Corporation
 Counsel, that the entity receiving title to the Premises is in good standing under
 Maine law, and that the individuals acting with respect to the Closing and
 executing documents on behalf of Buyer are authorized to do so.


12. BUYER’S POST CLOSING OBLIGATIONS; ESCROW AGREEMENT. Buyer
 agrees as follows:

 a. Buyer agrees at Closing to deposit $115,000.00 to be held in escrow (the
 “Escrow Account”) pursuant to an escrow agreement in form mutually
 acceptable to Buyer and City with a mutually acceptable escrow agent.



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b. Buyer agrees to commence development of the residential project generally
 depicted on the plans that are attached hereto as Exhibit B and incorporated
 herein by reference, and which project was presented to the City’s Economic
 Development Committee on July 19, 2017, and which shall specifically include
 at least twenty-three (23) new dwelling units at Buyer’s property at 104 Grant
 Street (The “Residential Project”), within twelve (12) months after closing;
 provided, however, that Buyer shall be entitled to modify the Residential
 Project by increasing the number of residential units, modifying the size and
 layout of such units, or minor, non-substantive changes. Buyer shall also be
 entitled to modify the Residential Project in a manner deemed reasonably
 necessary by Buyer to obtain City Planning board, City Council or any other
 municipal or other necessary approval; provided, however, that such
 modifications shall not reduce the number of new dwelling units below 23
 unless the City’s land use ordinance only permits a smaller number without
 material modifications to the Residential Project as proposed, in which case the
 Residential Project shall include the maximum number of dwelling units
 allowed at 104 Grant Street without material modifications to the Residential
 Project as proposed.

c. Buyer’s commencement of the Residential Project development shall be
 effected by Buyer or its successors, assigns, or transferees submitting a site plan
 review application (an “Application”) for the Residential Project within 12
 months after the Closing under this Agreement.

d. Buyer agrees to commence development of a commercial project at the
 Premises in substantially the form depicted on the plans that are attached hereto
 as Exhibit C and incorporated herein by reference, and which project was
 presented to the City’s Economic Development Committee on July 19, 2017
 (the “Commercial Project”), within twelve (12) months after closing. the
 Commercial Project shall be deemed to be "substantially in the form depicted
 on the plan attached as Exhibit C" if it proposes to include (or is constructed to
 include) a) multiple commercial tenant(s) which may be of varied types
 including retailers and others, b) rooftop decks, and c) if reasonably feasible
 within the existing space available, open spaces/common areas available for
 public use. The Commercial Project may also be modified in a manner deemed
 necessary by Buyer to obtain City Planning board, City Council or any other
 municipal or other necessary approval and the Commercial Project, if otherwise
 "substantially in the form depicted on the plan attached as Exhibit C" shall,
 notwithstanding any such modifications, continue to be so considered.


e. Buyer’s commencement of the Commercial Project shall be effected by Buyer
 or its successors, assigns, or transferees submitting an Application for the
 Commercial Project within 12 months after the Closing under this Agreement.

f. If Buyer does not submit Applications for the Commercial Project and the
 Residential Project (including any modifications as described above) within one
 (1) year of Closing under this Agreement, then $10,000.00 shall be released
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 from escrow to the City’s Housing Trust Fund, and until both Applications have
 been filed, an additional $10,000.00 shall be released from escrow to the City’s
 Housing Trust Fund each ninety (90) days thereafter.


 g. Additionally, Buyer shall commence construction of the Residential Project and
 the Commercial Project by the later of the date that is thirty-six (36) months
 after Closing under this Agreement or one hundred eighty (180) days after final
 approval of the Projects (including, without limitation, final decisions in all
 applicable municipal or judicial proceedings) and the expiration of all
 applicable appeal periods (the “Construction Start Date”). Buyer agrees to
 diligently pursue all approvals for both Projects. If Buyer fails to commence
 construction of the Residential Project and the Commercial Project by the later
 of the Construction Start Date, then $10,000.00 shall be released from escrow
 and to the City’s Housing Trust Fund, and until construction on both Projects
 is commenced, an additional $10,000.00 shall be released from escrow to the
 City’s Housing Trust Fund each ninety (90) days thereafter. Within thirty (30)
 days after the commencement of construction of both Projects, the remaining
 balance of the Escrow Account shall be released to Buyer. If no Closing takes
 place under this Agreement, the Buyer shall not be required to fund the Escrow
 Account nor make any payment. Notwithstanding anything to the contrary
 above, in the event that Buyer fails to commence construction of both Projects
 within 5 years from the Closing Date, the entire remaining balance of the
 Escrow Account shall be released to the City’s Housing Trust Fund.

 h. City hereby agrees that despite the references in this Agreement to Buyer as
 the developer with respect to the Residential Project and the Commercial
 Project, that the two projects will be undertaken by two different Limited
 Liability Companies (“LLCs”) to be formed or corporations to be formed which
 will be assignees of Buyer, and the City hereby consents to the same and to
 Buyer’s assignment of its rights and obligations under this Agreement to any
 such LLC's or corporations, provided that Thomas Watson will be a manager
 or co-manager of any such LLCs and President or Vice President of any such
 corporations.

 i. The provisions of this section shall survive closing.

13. ENTIRE AGREEMENT. This Agreement represents the entire and complete
 Agreement and understanding between the parties and supersedes any prior agreement
 or understanding, written or oral, between the parties with respect to the acquisition or
 exchange of the Premises hereunder. This Agreement cannot be amended except by
 written instrument executed by City and Buyer.

14. NON-WAIVER. No waiver of any breach of any one or more of the conditions of this
 Agreement by either party shall be deemed to imply or constitute a waiver of any
 succeeding or other breach hereunder.

15. HEADINGS AND CAPTIONS. The headings and captions appearing herein are for
 9
 9 of 30
 .


 the convenience of reference only and shall not in any way affect the substantive
 provisions hereof.
16. BINDING EFFECT. This Agreement shall be binding upon and inure to the benefit
 of the parties hereto and their respective heirs, administrators, successors and assigns.
17. TIME. The City and Buyer each confirm and agree that each of the time periods set
 forth herein are essential provisions of the terms of this Agreement.
18. GOVERNING LAW. This Agreement shall be construed in all respects in accordance
 with, and governed by, the laws of the State of Maine. All parties 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.
 If any provision of this Agreement is determined to be invalid or unenforceable, it shall
 not affect the validity or enforcement of the remaining provisions hereof.

19. NOTICE. All notices, demands and other communications hereunder shall be in
 writing and shall be deemed to have been duly given on the date of service if served
 personally on the party to whom notice is to be given, or on the first business day after
 mailing if mailed to the party to whom notice is to be given by first class mail, postage
 prepaid, certified, return receipt requested, addressed to the recipient at the addresses
 set forth below. Hand delivery to the City Manager’s office shall be effective as
 personal delivery to the City Manager on the date of delivery. Either party may change
 addresses for purposes of this paragraph by giving the other party notice of the new
 address in the manner described herein.

 FOR THE City: City of Portland
 ATTN: City Manager
 389 Congress Street
 Portland, ME 04101

 With a copy to : The Office of the Corporation Counsel at the
 same address.

 FOR Buyer: Mr. Thomas Watson
 Tom Watson & Co., LLC
 104 Grant Street
 Portland, ME 04101

 With a copy to: William H. Leete, Jr., Esq.
 Leete & Lemieux, P.A.
 511 Congress Street, Suite 502
 Portland, ME 04101

20. SIGNATURES; MULTIPLE 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

 10
 10 of 30
12 of 30
 EXHIBIT B




 BAYSIDE RFP
 TOM WATSON & COMPANY
PROPOSAL FOR THE DEVELOPMENT OF A 23
 UNIT APARTMENT BUILDING AT
  104 GRANT STREET, PORTLAND MAINE




 13 of 30
104 Grant St- Current Use
PORTLAND, MAINE




 14 of 30
BAYSIDE RFP - 104 GRANT STREET JUNE 01, 2017


PORTLAND, MAINE




 NL Y
 O
 R I NT ion
 1
 VIEW LOOKING WEST ON GRANT STREET
 E SS P struct
 R Con
 N.T.S.

 O G
 PR Not for


 RYAN SENATORE ARCHITECTURE
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BAYSIDE RFP - 104 GRANT STREET JUNE 01, 2017


PORTLAND, MAINE




 104 GRANT STREET - SOUTH ELEVATION
 1 N.T.S.




 NL Y
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 E SS P struct
 O G R Con
 PR Not for


 RYAN SENATORE ARCHITECTURE
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BAYSIDE RFP - 104 GRANT STREET JUNE 01, 2017


PORTLAND, MAINE
1st Floor



 104 GRANT STREET
 BUILDING AREA
 FIRST FLOOR AREA (13,500 SF)

 COMMUNITY ROOM 1,130 SF

 MANAGEMENT OFFICE 643 SF



 SECOND FLOOR AREA (8,775 SF)

 UNIT - 1 1,228 SF

 UNIT - 2 1,030 SF

 UNIT - 3 815 SF

 UNIT - 4 711 SF

 UNIT - 5 958 SF

 UNIT - 6 934 SF

 UNIT - 7 990 SF

 UNIT - 8 1,024 SF

 SECOND FLOOR AREA (8,775 SF)
 23 PARKING SPACES - TOTAL UNIT - 9 1,228 SF

 UNIT - 10 1,030 SF

 UNIT - 11 815 SF

 UNIT - 12 711 SF

 UNIT - 13 958 SF

 UNIT - 14 934 SF

 UNIT - 15 990 SF

 UNIT - 16 1,024 SF

 FOURTH FLOOR AREA (8,775 SF)

 UNIT - 17 1,228 SF

 UNIT - 18 1,030 SF
 EGRESS UNIT - 19 815 SF
 CORRIDOR UNIT - 20 1,645 SF

 UNIT - 21 958 SF

 UNIT - 22 1,024 SF

 COMMUNITY MANAGEMENT UNIT - 23 990 SF

 MECH ROOM TENANT OFFICE
 1,130 SF ENTRY / 643 SF BUILDING TOTAL = 40,320 SF

 LOBBY NOTE:
 ALL SQUARE FOOTAGES CALCULATED USING OUTSIDE FACE OF
 EXTERIOR WALLS AND CENTERLINE OF SHARED WALLS




 GRANT STREET



 0 4' 8' 16' 32'
 PROJECT


 NL Y
 TH

 NORTH
 OR


 O
 EN



 I NT ion
 TR
 U


 R
 S P struct
 E S
 R Con
 O G
 PR Not for
 104 GRANT STREET - FIRST FLOOR PLAN
 1 1/8" = 1'-0"




 RYAN SENATORE ARCHITECTURE
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BAYSIDE RFP - 104 GRANT STREET JUNE 01, 2017


PORTLAND, MAINE
2nd Floor



 104 GRANT STREET
 BUILDING AREA
 FIRST FLOOR AREA (13,500 SF)

 COMMUNITY ROOM 1,130 SF

 MANAGEMENT OFFICE 643 SF



 SECOND FLOOR AREA (8,775 SF)

 UNIT - 1 1,228 SF

 UNIT - 2 1,030 SF

 UNIT - 3 815 SF

 UNIT - 4 711 SF

 UNIT - 5 958 SF

 UNIT - 6 934 SF

 UNIT - 7 990 SF

 UNIT - 8 1,024 SF

 SECOND FLOOR AREA (8,775 SF)

 UNIT - 9 1,228 SF
 UNIT - 3
 UNIT - 7 UNIT - 5 815 SF
 UNIT - 10 1,030 SF

 990 SF 958 SF UNIT - 1 UNIT - 11 815 SF

 1,228 SF UNIT - 12 711 SF

 UNIT - 13 958 SF

 UNIT - 14 934 SF

 UNIT - 15 990 SF

 UNIT - 16 1,024 SF

 FOURTH FLOOR AREA (8,775 SF)

 UNIT - 17 1,228 SF

 UNIT - 18 1,030 SF

 UNIT - 19 815 SF

 UNIT - 20 1,645 SF

 UNIT - 21 958 SF


 UNIT - 8 UNIT - 6 UNIT - 2 UNIT - 22 1,024 SF

 UNIT - 23
 1,024 SF 934 SF 1,030 SF 990 SF



 UNIT - 4 BUILDING TOTAL = 40,320 SF

 711 SF NOTE:
 ALL SQUARE FOOTAGES CALCULATED USING OUTSIDE FACE OF
 EXTERIOR WALLS AND CENTERLINE OF SHARED WALLS




 0 4' 8' 16' 32'
 PROJECT


 NL Y
 TH

 NORTH
 OR


 O
 EN



 I NT ion
 TR
 U


 R
 S P struct
 E S
 R Con
 O G
 PR Not for
 104 GRANT STREET - SECOND FLOOR PLAN
 1 1/8" = 1'-0"




 RYAN SENATORE ARCHITECTURE
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BAYSIDE RFP - 104 GRANT STREET JUNE 01, 2017


PORTLAND, MAINE
3rd Floor




 104 GRANT STREET
 BUILDING AREA
 FIRST FLOOR AREA (13,500 SF)

 COMMUNITY ROOM 1,130 SF

 MANAGEMENT OFFICE 643 SF



 SECOND FLOOR AREA (8,775 SF)

 UNIT - 1 1,228 SF

 UNIT - 2 1,030 SF

 UNIT - 3 815 SF

 UNIT - 4 711 SF

 UNIT - 5 958 SF

 UNIT - 6 934 SF

 UNIT - 7 990 SF

 UNIT - 8 1,024 SF

 SECOND FLOOR AREA (8,775 SF)

 UNIT - 9 1,228 SF

 UNIT - 11 UNIT - 10 1,030 SF
 UNIT - 15 UNIT - 13 815 SF UNIT - 11 815 SF
 990 SF 958 SF UNIT - 9 UNIT - 12 711 SF
 1,228 SF UNIT - 13 958 SF

 UNIT - 14 934 SF

 UNIT - 15 990 SF

 UNIT - 16 1,024 SF

 FOURTH FLOOR AREA (8,775 SF)

 UNIT - 17 1,228 SF

 UNIT - 18 1,030 SF

 UNIT - 19 815 SF

 UNIT - 20 1,645 SF

 UNIT - 21 958 SF

 UNIT - 22 1,024 SF

 UNIT - 16 UNIT - 14 UNIT - 10 UNIT - 23 990 SF

 1,024 SF 934 SF 1,030 SF
 BUILDING TOTAL = 40,320 SF
 UNIT - 12 NOTE:
 711 SF ALL SQUARE FOOTAGES CALCULATED USING OUTSIDE FACE OF
 EXTERIOR WALLS AND CENTERLINE OF SHARED WALLS




 0 4' 8' 16' 32'
 PROJECT


 NL Y
 TH

 NORTH
 OR


 O
 EN



 I NT ion
 TR
 U


 R
 S P struct
 E S
 R Con
 O G
 PR Not for
 104 GRANT STREET - THIRD FLOOR PLAN
 1 1/8" = 1'-0"




 RYAN SENATORE ARCHITECTURE
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BAYSIDE RFP - 104 GRANT STREET JUNE 01, 2017


PORTLAND, MAINE
4th Floor



 104 GRANT STREET
 BUILDING AREA
 FIRST FLOOR AREA (13,500 SF)

 COMMUNITY ROOM 1,130 SF

 MANAGEMENT OFFICE 643 SF



 SECOND FLOOR AREA (8,775 SF)

 UNIT - 1 1,228 SF

 UNIT - 2 1,030 SF

 UNIT - 3 815 SF

 UNIT - 4 711 SF

 UNIT - 5 958 SF

 UNIT - 6 934 SF

 UNIT - 7 990 SF

 UNIT - 8 1,024 SF

 SECOND FLOOR AREA (8,775 SF)

 UNIT - 9 1,228 SF
 UNIT - 19
 UNIT - 23 UNIT - 21 815 SF
 UNIT - 10 1,030 SF

 990 SF UNIT - 11
 UNIT - 17
 815 SF
 958 SF
 UNIT - 12 711 SF
 1,228 SF
 UNIT - 13 958 SF

 UNIT - 14 934 SF

 UNIT - 15 990 SF

 UNIT - 16 1,024 SF

 FOURTH FLOOR AREA (8,775 SF)

 UNIT - 17 1,228 SF

 UNIT - 18 1,030 SF

 UNIT - 19 815 SF

 UNIT - 20 1,645 SF

 UNIT - 21 958 SF

 UNIT - 22 1,024 SF
 UNIT - 22 UNIT - 18
 UNIT - 20 1,030 SF
 UNIT - 23 990 SF
 1,024 SF
 1,645 SF
 BUILDING TOTAL = 40,320 SF

 NOTE:
 ALL SQUARE FOOTAGES CALCULATED USING OUTSIDE FACE OF
 EXTERIOR WALLS AND CENTERLINE OF SHARED WALLS




 0 4' 8' 16' 32'
 PROJECT


 NL Y
 TH

 NORTH
 OR


 O
 EN



 I NT ion
 TR
 U


 R
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 PR Not for
 104 GRANT STREET - FOURTH FLOOR PLAN
 1 1/8" = 1'-0"




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 EXHIBIT C
CITY OF PORTLAND BAYSIDE PROPERTIES
TOM WATSON LETTER OF INTENT TO PURCHASE

TABLE OF CONTENTS

  1. LETTERS OF INTENT TO PURCHASE (IN SEPERATE PACKET):
 a. 82 HANOVER STREET
 b. 44 HANOVER STREET
 c. 56 PARRIS STREET

  2. DESCRIPTION OF INTENDED USES

  3. TOM WATSON BIO

  4. 82 HANOVER

 a. STREET SCAPE-1
 b. STREET SCAPE-2
 c. ARCHITECT RENDERING
 d. INTENDED FLOOR PLAN LAYOUT- FIRST FLOOR
 e. INTENDED FLOOR PLAN LAYOUT (WITH ROOF TOP DECKS)- SECOND FLOOR

  5. LANCASTER COURT- ARCHITECT RENDERING

  6. 44 HANOVER
 a. ARCHITECT RENDERING
 b. INTENDED FLOOR PLAN LAYOUT

  7. 56 PARRIS STREET
 a. ARCHITECT RENDERING OF PROPOSED 23 UNIT APARTMENT BUILDING
 b. INTENDED FLOOR PLAN LAYOUT (1 THRU 4)

  8. 104 GRANT STREET
 a. PICTURE OF CURRENT USE
 b. ARCHITECT RENDERING OF 23 UNIT APARTMENT BUILDING
 c. FLOOR LAYOUTS (FLOORS 1 THRU 4)

  9. 117 LOFTS: THE SCHLOTTERBECK & FOSS BUILDING (NOW A 56 UNIT APARTMENT BLDG)
 a. EXTERIOR PICTURES
 b. PICTURES OF APARTMENTS AS THEY ARE TODAY




 21 of 30
 DESCRIPTION OF INTENDED USE

 82 Hanover

o Relocate Port Property Management headquarters to 82 Hanover from 104 Grant Street in Parkside
o Bring in retailers/partners who will contribute to the community as well as the economy
o Open spaces/commons available for public use
o Leverage large rooftop for decks and greenspace to add comfortable density to neighborhood
o Creates opportunity for construction of 23 units on Grant Street and eliminates an office/warehouse that sits in the middle of the Parkside
 residential neighborhood

 44 Hanover

o 16 separate spaces all with autonomous access to the street.
o One Central Space of over 3,500SF for a public/communal user like pub, café, eatery
o Glass OHD to promote openness, and allow for artists and artisans to combine retail display space to their work space. Promote marketplace
 environment
o Affordable/accessible to the creative community at under $1,000/month.


 Lancaster Court (between 82 Hanover & 44 Hanover)

o Commons/courtyard space open to public for public use
o Available for outdoor recreation including farmers market and small music venue for tenants and managers to promote work/events.
 Display and value public art and communal aesthetic enhancements
• Cobble stone street
• Trees/landscaping
• Fountain/water wall

 56 Parris Street

o 23 2 BR 2 Bath units
 Unique product to Portland
 Create product for families (2 bathrooms) or multiple roommates (making it affordable)
 At 23 units, 4 stories high it is scaled to the other buildings in the neighborhood



 22 of 30
Tom Watson & Company

 Thomas Watson
 (207) 252-0358
 June 22, 2017



Thomas Watson founded Port Property Management in 1993 with his father Jack
who later sold his half of the business to Russell Pierce (Tom’s brother-in-law).
Tom and Russ have had a successful partnership for the last 17 years and
currently employ 41 full time employees, most of whom call Portland their home.

Port Property manages over 1,300 apartments and commercial spaces in Portland
and South Portland, the bulk of which are on the Portland peninsula. All of the
properties are owned by Port Property related companies.

Tom graduated with a B.A. from Stanford University in 1985 and received an MBA
from Boston University in 1992.

He lives in Portland with his wife Judy and their 3 children, all of whom attend
Portland Public Schools.




 104 Grant St. Portland, Maine 04101 23 of 30
 Phone: 207-761-0832 Fax: 207-761-8048
 BAYSIDE RFP
 TOM WATSON & COMPANY
 PROPOSAL FOR THE DEVELOPMENT OF
82 HANOVER STREET, PORTLAND MAINE




 24 of 30
82 Hanover Street- Streetscape, #1
PORTLAND, MAINE




 25 of 30
BAYSIDE RPF-82 Hanover Street- Street Scape, #2 JUNE 16, 2017


PORTLAND, MAINE




 VIEW LOOKING SOUTH EAST ON PARRIS STREET O NLY
 1 N.T.S.
 R I NT ion
 E S S P struct
 OG R Con
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BAYSIDE RFP - 82 HANOVER STREET-Rendering MAY 11, 2017


PORTLAND, MAINE




 NL Y
 VIEW LOOKING SOUTH ON HANOVER STREET O
 1
 R I NT ion
 S P struct
 N.T.S.


 E S
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BAYSIDE RFP - 82 HANOVER STREET-First Floor JUNE 12, 2017


PORTLAND, MAINE
 EGRESS
 STAIR
 KENNEBEC STREET


 LOBBY




 UP
 TENANT 6
 6,073 SF

 UP
 ELEVATOR




 TENANT 1
 FIRST FLOOR
 10,718 SF
 TOTAL = 15,475




 TENANT 5


 PARRIS
 HANOVER
 3,332 SF




 STREE
 STREET
 T

 H
 NO
 RT
 PROJECT TR
 UE
 NORTH 0 4' 8' 16' 32'




 TENANT 2
 4,220 SF




 TENANT 4
 6,719 SF


 S
 EGRES
 DOR
 CORRI

 TENANT 3
 4,587 SF




 EGRESS
 STAIR
 PATIO




 1
 FIRST FLOOR CONCEPT PLAN
 3/32" = 1'-0" RYAN SENATORE ARCHITECTURE
 28 of 30
BAYSIDE RFP - 82 HANOVER STREET- Second Floor JUNE 12, 2017


PORTLAND, MAINE
 EGRESS
 STAIR




 ROOFTOP
 TENANT 6 LOBBY
 DECK


 DN




 ELEVATOR
 TENANT 1
 SECOND FLOOR DN
 4,757 SF
 TOTAL = 15,475




 TENANT 1
 DECK

 TENANT 5
 DECK




 H
 NO
 RT
 PROJECT TR
 UE
 NORTH 0 4' 8' 16' 32'




 TENANT 4
 DECK EGRESS
 STAIR




 1
 SECOND FLOOR CONCEPT PLAN
 3/32" = 1'-0" RYAN SENATORE ARCHITECTURE
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BAYSIDE RFP - LANCASTER COURT JUNE 21, 2017


PORTLAND, MAINE




 VIEW LOOKING NORTH ON PARRIS STREET
 1 N.T.S.




 O NLY
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 E S S P struct
 OG R Con
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 RYAN SENATORE ARCHITECTURE
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 Economic Development Department
 Gregory A. Mitchell, Director



 MEMORANDUM


TO: Economic Development Committee

FROM: Greg Mitchell, Economic Development Director

DATE: June 12, 2018

SUBJECT: Proposed Amendment to the Bayside TIF District to support establishment of an
 Affordable Housing District for the 178 Kennebec Street Elderly Affordable
 Housing Project


I. ONE SENTENCE SUMMARY

Amending the Bayside Tax Increment Financing (TIF) District is proposed to support the
establishment of an Affordable Housing District for an elderly affordable housing project located at
178 Kennebec Street.

II. BACKGROUND

The sale of City owned 178 Kennebec Street property (former City Public Works property) to Ross
Furman with his development partner, the Szanton Company, will result in taxable property with
ground level commercial space and an elderly affordable housing project located on the upper floors.
The proposed project is a two-unit condominium, including ground level commercial space (Unit 1)
and upper floor affordable residential units (Unit 2).

The ground level Condominium Unit 1 is proposed to remain in the existing City Council approved
Bayside TIF District and Unit 2 (upper floor affordable elderly affordable housing project) is
proposed to be included in an Affordable Housing TIF District. The affordable housing project is the
subject of an affordable housing TIF District proposal.

City Council approval is required to amend the Bayside TIF District to establish an Affordable
Housing District for the 178 Kennebec Street elderly affordable housing project.

III. INTENDED RESULT AND OR COUNCIL GOAL ADDRESSED

The intended result is approval of the Bayside TIF District Amendments to support establishment of
an Affordable Housing District for the 178 Kennebec Street elderly affordable housing project.




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The City goal is to expand the supply of affordable housing.

VV. FINANCIAL IMPACT

The proposed sale of City owned (tax exempt) property will result in taxable property which will
include ground level commercial space and upper floor residential affordable units. The estimated
municipal taxable value of the ground level commercial space is $550,000 (which would bring in
$11,907 at the FY18 mil rate), and the estimated municipal taxable value of the upper floor
residential project is $4.3 million.

V. STAFF ANALYSIS

The proposed approach includes amending the Bayside TIF District to allow the commercial portion
of the 178 Kennebec Street Project to remain in the Bayside TIF District and support the
establishment of an Affordable Housing TIF District on the upper floor residential portion of the
project.

VI. RECOMMENDATION

Staff recommends the approval of the Proposed Bayside TIF District Amendments in substantial
conformance as presented.


VII. LIST ATTACHMENTS

 - Proposed Amendments to the Bayside TIF District are attached:
 o In Marked Revision Format; and,
 o Clean Format




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 of Portland
 Bayside Economic Redevelopment Program and Tax
 Increment Financing Program

 Prepared by:

 The City of Portland Economic Development Department



Enacted by the Portland City Council March 17, 2003
Amendment #1 from MDECD Includes City Council Actions on:
 July 6, 2005 – Expand Footprint and Amend OAV;
 November 21, 2005 – Reduce Footprint for Pearl Place Affordable Housing TIF;
 June 5, 2006 – Authorizing Credit Enhancement Agreements (CEA) with Capital
 LLC; and, Southern Maine Student Housing, LLC
Amendment #2 from MDECD Includes City Council Action on:
 June 4, 2007 to Amend CEA with Atlantic Bayside Trust LLC (formerly
 Capital LLC)
Amendment #3 from MDECD Includes City Council Action on:
 November 17, 2008 to Extend Term additional Ten Years to FY2033, and
 amended public projects.
Amendment #4 from MDECD Includes City Council Action on:
 May 18, 2009 Amending Captured Value For FY10
Amendment #5 from MDECD Includes City Council Action on:
 May 17, 2010 Amending Captured Value For FY11
Amendment #6 from MDECD Includes City Council Action on:
 November 17, 2014 Expanding Bayside TIF Area
Amendment #7 from MDECD Includes City Council Action on:
 July 20, 2015 Amending Bayside TIF District for expanded Municipal
 allowable uses for TIF Revenue Investments
Proposed Amendment #8 to City Council 7/16/2018 for Amended District Regarding
 178 Kennebec Street




 3 of 30
 Table of Contents


Section: Page

I. Introduction/Updated 20184 1
II. Amended Development Program 3
 A. The Amended Project 3
 B. The Development District 43
 C. The Amended Development Program 4
 D. The Projects 4
 E. Operational Components 5
 1. Public Facilities 5
 2. Uses of Private Property 6
 3. Plans for relocation of persons displaced
 by development activities. 6
 4. Transportation Improvements 6
 5. Environmental Controls 6
 6. Plan of Operation of Amended District 6
III. Physical Description 6
IV. Financial Plan 7
 A. Costs and Sources of Revenues 7
 B. Development Program Account 7
 C. Financing Plan 87
V. Amended Financial Data 8
VI. Tax Shifts 8
VII. Municipal Approvals 9
 A. Public Hearing Notice 9
 B. Public Hearing 9
 C. Authorizing Votes 9
 D. Assessor’s Certificate 9


Exhibits:
1. Revised TIF Models
2. Revised Tax Shift Models
3. Area Map Showing Site location
3.4. 3(A) – Area Map Show Site Location of Amended TIF District
 4. Map of Existing and Expanded Bayside TIF District
4. 4(A) – Site map showing tax map location of Amended District
5. Credit Enhancement Agreements (Approved as of 11/17/2014)
6. Statutory Thresholds and Limits
7. Portland TIF Policy of 2/4/2013
8. Notice of Public Hearing
9. City Council Minutes
10. City Council Order
11. Original Assessed Values/Assessor’s Certificate
 4 of 30
I. Introduction/Updated 20142018

East and West Bayside continue to be gateways to Portland’s peninsula. A lot of changes
to East and West Bayside have occurred since the Bayside (West) TIF District was
adopted by the City Council on March 17, 2003. Relocation of one scrap yard and the
addition of new medical office buildings, new housing for college students, planned
market rate housing and commercial space associated with the Federated Midtown
Project, two new grocery stores, pharmacies, and financial institutions have transformed
West Bayside’s industrial heritage to a more compact urban development pattern, which
extends the Central Business District to I-295. Additionally, City Council approval,
during 2017 and 2018, of the sale of six Bayside properties formerly occupied by the
Public Works Department will continue to support area wide economic revitalization.

 East Bayside has been experiencing its own transformation with new coffee shops, artist
studios, and new housing. Continued attention to the West Bayside TIF District is
needed to fulfill the Bayside Vision.

History

In 1996, the process began when the City of Portland obtained funding from the
Environmental Protection Agency (EPA) to undertake a Brownfield’s Pilot Project in
Bayside. The City designated a ten-lot, 14-acre parcel between Oxford Street and
Marginal Way as the Bayside Brownfield’s Project Area and has since created a
$500,000 loan fund for the express purpose of cleaning up the site to clear the way for
future development. The study area was subsequently enlarged to incorporate the area
from Congress Street to I-295, and from Franklin Arterial to Forest Avenue, which is
approximately 129 acres.

Since 1996, the City of Portland has been working with a team of consultants on planning
for opportunities for the reuse of the Bayside land. An extensive public participation
process, which involved hundreds of participants, produced a plan entitled “A New
Vision for Bayside”. The Bayside plan identifies the following eleven development
principles and five critical actions in order to transform this area into a vital, productive
and diverse urban neighborhood:

Development Principles
  Urban Gateway  Multi-level Parking Structures
  Economic and Employment  A Neighborhood Center
 Opportunities  Recreation and Open Space
  A Walkable District  A Social Service Network
  A Critical Mass of Dwellings  Environmental Remediation
  Transit Oriented Development  Scrap yard Redevelopment


Critical Actions
  Acquire the Railroad Property  Redevelop the Scrap yard Parcels



 5 of 30
  Build More Housing  Secure the Future of Portland’s
  Create Transit Oriented Social Service Network
 Development


Public participation continues to be an ongoing aspect of the Plan’s implementation. The
Bayside Neighborhood Association and the Bayside Community Development
Corporation include neighborhood property owners, residents, commercial owners and
tenants.

Since adopting the Bayside Vision Plan in December 1999 as a part of the
Comprehensive Plan, the City has moved forward on several of the identified critical
actions. After several years of complex negotiations with Guilford Transportation and
the Maine Department of Transportation, the City purchased the Railroad property.
Using Housing and Urban Development (“HUD”) and Economic Development
Administration (“EDA”) funding, this 6+ acre parcel made the City a major property
owner in the area of Bayside slated primarily for commercial redevelopment.

EDA and City Capital Improvement Funds have been used to rebuild the sewer system
along Somerset Street, adjacent to the railroad parcel, as well as to extend Chestnut Street
from Somerset Street to Marginal Way. These improvements were key infrastructure
investments for new development in Bayside. The City continues to be committed to
investing in Bayside as funding becomes available, but clearly a variety of financing
mechanisms have been and will continue to be needed.

With these first actions completed, attention has been focused on the need for structured
parking associated with the Federated Midtown Project. At meeting after meeting, then
Bayside Development Committee (BDC) members stated unequivocally that the Bayside
Plan cannot be implemented to its fullest without structured parking; and that the entire
redevelopment plan hinges upon the relocation of the scrap metal recycling facilities.
Furthermore, it is clear that the private sector cannot afford to make new investments in
Bayside that include the cost of creating structured parking, nor can the market alone bear
the cost of relocating the scrap metal recycling facilities.

The first such private development project which included constructing garages occurred
on property that was sold by the City to two private developers (Capital, LLC and
Southern Maine Student Housing, LLC) who planned a then estimated $38,400,000 in
new taxable commercial investment. The project consisted of a 72,000 sq. ft. office
building, perched upon a 430 space parking garage with ground floor retail, alongside a
405 bed student housing facility with a 130 space parking garage. The cost of
constructing the structured parking added more costs to the project than market rents
could support, so financing relief was sought through the use of Credit Enhancement
Agreements (Exhibit 5) so that the project moved forward with the density sought for
Bayside. This entire investment occupies just over 3 acres by reducing the footprint and
allowing for vertical expansion.




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Amendment #7 Approved by MDECD March 28, 2016

The purpose of this Amendment #7 to this TIF application is to amend the Development
Program to include municipal use of TIF funds for costs of public transportation
improvement projects – including traffic signals, costs associated with environmental site
assessment and remediation work to support commercial development, costs associated
with environmental sea level adaptation planning and public infrastructure to support
commercial development, as well as other development principles and critical actions
items contained in the Bayside Vision Report I and II

 The public benefits associated with an amended Bayside TIF District include:

 - Provide support for Portland’s continued economic development;
 - Help increase the vibrancy and stability of the Bayside neighborhood;
 - Create employment opportunities for area residents;
 - Produce tax shift benefits averaging an estimated savings to the City of
 $680,307 annually;
 - Improve the general economy of Portland and the State of Maine;
 - Improved public transportation infrastructure investment;
 - Clean up contaminated property to support commercial development;
 - Planning for environmental sea level adaptation, and public infrastructure to
 support commercial development.

Amendment #8 Proposed to Portland City Council/MDECD

Amendment #8 includes a single property in the Expanded Bayside TIF District located
at 178 Kennebec Street, Assessor Chart, Block, and Lot Number 034 F001001. The City
is in the process of selling this property to a private developer. This developer proposes
an elderly affordable housing project on that property with two condominium units. Unit
1 would be ground level commercial space and Unit 2 (air rights above Unit 1) is
proposed to be an elderly affordable housing project. Unit 2 is proposed to be an
Affordable Housing TIF District.


II. Amended Development Program

A. The Amended Project

 With this amended and restated Development Program, the City of Portland seeks to
 amend the Bayside Redevelopment Tax Increment Financing District to allow for 178
 Kennebec Street, Condominium Unit 1 on the ground level/commercial space to
 remain in the Bayside TIF District; and, Condominium Unit 2, floors above the
 ground level commercial space, to be an Affordable Housing TIF Districtadd
 additional m




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 Municipal uses of TIF revenue consistent Bayside Vision Plans I and II as detailed in
 Table 1 in Section II(D) below.

 The success of these efforts will enhance the City’s ability to attract new investment
 to Bayside, leading to a densely developed commercial district, which will create new
 taxable value and provide expanded opportunities for employment and housing.

 The City’s Economic Development Department will continue to market otherthe
 City’s land as potential building sites to prospective businesses and developers, in
 addition to promoting Bayside as a whole.

B. The Development District

 Properties that are to be designated as part of the TIF District are shown on the
 attached map (Exhibit 4), containing approximately 129.18 acres with an original
 assessed value as shown on Exhibit 11 as $122,318,180

 The TIF District will apply to only new value generated within the District and will
 not affect the current property tax base.

C. The Amended Development Program

 The City of Portland, by designating the Amended Bayside Redevelopment TIF
 District, will potentially capture all new investments made within the Amended
 District. The City is projecting to capture up to 100% of the new assessed value over
 the original assessed value, and retain from the district the new tax revenues
 generated from that captured assessed value. These revenues will be allocated to the
 Project Cost Account for the purposes described in II.A. above and further detailed in
 Section II(D) below. Each year, the City Council may adjust the specific amount to
 be captured and retained for purposes of this Amended TIF, based upon the needs of
 the Amended District, and the commitments made through Credit Enhancement
 Agreements, collateral for loan or bond repayment, and the like.

D. The Projects

 The City of Portland seeks authorization to utilize the revenues generated from the
 Amended Bayside TIF District to support economic development in Bayside, all as
 more detailed in Table 1 below: See Table 1 Below for Municipal Use of TIF
 Revenues, Statutory Citation, and Cost Estimates – Citations all refer to Title 30-A,
 Chapter 206, Section 5225.




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 Table 1

 Municipal Use of TIF Revenues Statutory Citation Cost Estimate
In District: Create Additional Parking (1)(A) $10,000,000
Structures
In District: Existing Credit Enhancement (1)(A) $6,000,000 over life
Agreements; others as negotiated, of TIF District for
executed with public process per Section existing CEAs
II A
In District: Relocate one remaining scrap (1)(A) T/B/D
metal recycling facility and acquisition of
scrap metal yard site
In District: Infrastructure (roadway, (1)(A) T/B/D
sidewalk, and transportation improvement
projects) located in District
In District: Pledging TIF revenue as a (1)(A) $6,000,000 over life
repayment source to HUD or any other of TIF District
agency or entity that finances public
Bayside investment
In District: Public infrastructure (1)(A) T/B/D
improvements for both pedestrians and
transit, lighting, and open space/trails
In District: Funding the Economic (1)(A) $500,000
Development Department, including
salaries, to market and prepare for
Bayside Redevelopment
In and out of District: (1)(A) and (1)(C)(1) $250,000/annual or
 a.) Cover the City’s Economic $4,500,000 over life
 Development Department costs, of TIF District
 including salaries*;
 b.) Environmental site assessment and (1)(C)(2) $150,000
 remediation to support commercial
 development;
 c.) Environmental sea level adaptation (1)(C)(2) T/B/D
 planning and public infrastructure
 to support commercial
 development
Total: $27,150,000
 *This item is not unique to this TIF District; it is also included in the Riverwalk TIF
 District and the Waterfront TIF District.
 E. Operational Components

 1. Public Facilities

 The City will invest in projects to further goals of the Bayside Vision, as outlined
 in Table 1 above.



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 2. Uses of Private Property

 The Amended Bayside Economic Redevelopment Program and TIF District
 includes both public and private property. The funds generated from this district
 will be used to support commercial investment on both public and private land,
 the latter through the use of CEA as noted II.(D) above.

 3. Plans for relocation of persons displaced by development activities.

 Though not contemplated at this point, any possible relocation costs of
 displaced persons resulted from one or more City projects funded through this
 Amended Development Program shall be covered by the City as required.

 4. Transportation Improvements

 A description of the transportation-related improvements to be financed
 through this Amended Development Program is set forth above in Table 1 of the
 Development Program Section II(D).

 5. Environmental Controls

 The Amended Development Program proposes improvements that will
 comply with all federal, state and local rules and regulations and applicable land
 use requirements.

 6. Plan of Operation of Amended District

 During the life of the Amended Tax Increment Financing District, the City
 of Portland, City Council, or their designee, will be responsible for the
 administration of the District.

III. Physical Description

 As noted previously, properties that are to be designated as part of the Amended TIF
 District are shown on the attached map (Exhibit 4), totaling 129.18 acres
 The statutory threshold limits addressing the conditions for approval mandated by 30-
 A M.R.S.A. Section 5223(3) are set forth in Exhibit 6.

 Proposed Amendment #8 does not change the acreage numbers for the Bayside TIF
 District because the 178 Kennebec Street Unit 1 (ground level commercial space) will
 remain in the Bayside TIF District and Unit 2 (affordable residential units located in
 the upper floors) is proposed to be an Affordable Housing TIF District.




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Enclosed municipal maps:

 1. Area map showing site location of the Amended TIF District in relation to
 geographic location of municipality (see new Exhibit 3(A)).

 2. Site map showing tax map locations of the Amended TIF District (see new
 Exhibit 4(A)).


IV. Financial Plan

A. Costs and Sources of Revenues

 With Amendment #6 to this TIF District, the acreage was increased to 129.18 acres,
 with an associated OAV set at $122,318,180 as set forth in Exhibit 11. Exhibit 11
 details the OAV from the inception of the Bayside TIF District, to its 1st expansion
 via Amendment 1, and 2nd expansion via Amendment 6. Exhibit 4 is the map which
 highlights the District encompassing the entire 129.18 acres.

 The Amended Development Program provides for the new tax revenues generated by
 the increase in assessed value of the District to be captured and designated as TIF
 Revenues. The City will apply the retained revenues to the economic development
 activities described in the Amended Development Program. To date, these activities
 are included in Table 1, Section II(D) above.


 The attached Exhibit 1 details the projections of retained revenues based upon the
 anticipated assessed value increases within the District. Exhibit 1 is a projection
 based upon best available information and is included for demonstration purposes
 only. No assurances are provided as to the results reflected therein.

B. Development Program Account

 This Development Program requires establishment of a Development Program
 Account pledged to, and charged with, the payment of the project costs in the manner
 outlined in 30-A M.R.S.A. §5227(3).

 The Bayside TIF Development Program Account is established consisting of a project
 cost account (“Project Cost Account”) pledged to, and charged with, payment of
 project costs. The Project Cost Account shall consist of Company Cost Subaccounts
 (Company Cost Subaccount), pledged to and charged with payment to authorized
 companies under the terms of an approved Credit Enhancement Agreement for
 reimbursements for eligible project costs, and a City Cost Subaccount (the “City Cost
 Subaccount”) pledged to, and charged with, payment to the City for the cost of
 approved economic development expenses.




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C. Financing Plan

 The original TIF District comprised an area of approximately 11 acres of real and
 personal property. The value of the real and personal property within the district as of
 March 31, 2002 was established as the original assessed value. With the subsequent
 expansion (Amendment 1), the value of the additional real and personal property
 within the district expansion as of March 31, 2007 was established as the original
 assessed value, with that value being $44,066,380. With the additional expansion via
 Amendment 6 from 62.18 to add 67 acres to the District, for a total of 129.18 acres,
 the value of real property within the expanded District of 67 acres has a March 31,
 2014 date established as the original assessed value, or $78,251,800 as detailed in
 Section IV.A. above, for a total OAV of the District at $122,318,180.

 The developments within the described Amended Bayside TIF District will add
 significant new taxable value in the City of Portland. TIF revenues will be allocated
 as described on Exhibit 1 to finance the costs described in the Amended Development
 Program. Actual payments to the Project Cost Account will be adjusted based upon
 the applicable annual percentage retained, or a specific amount to be retained within
 the Amended District, and the actual annual assessed value within the Amended
 District, to be determined by the City Council on a yearly basis.

V. Amended Financial Data (See Statutory Requirements & Thresholds,
Exhibit 6)

A. Estimate of increased assessed value by year after implementation of the
 development program: See Exhibit 1

B. Percentage of increased assessed value to be applied to the development program
 fund: See Exhibit 1

C. Estimated annual tax increment: $1,717,654 (Average)

D. Total average annual value of development program fund: $1,717,654 (Average)

E. Annual principal and interest payment of bonded indebtedness: N/A at this time

F. Financial assumptions and safeguards: The City of Portland is under no obligation
 to repay any bonds that would involve a pledge of the City’s full faith and credit.

VI. Tax Shifts (See Exhibit 2)

A. Average Annual Amount:

 General Purpose Aid to Education Tax Shift: $593,812

 Municipal Revenue Sharing Tax Shift: $47,751



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 County Tax Shift: $38,745

 Total Average Annual Savings: $680,307

VII. Municipal Approvals

A. Public Hearing Notice

 The City of Portland did giver proper Notice of Public Hearing in accordance with the
 requirements of 30-A M.R.S.A. §5253. The notice was published on July 5, 20187,
 2015, in a newspaper of general circulation (see new Exhibit 8).

B. Public Hearing

 A Public Hearing at which the proposed Amended Bayside Municipal Tax Increment
 Financing District was discussed was held on July 16, 201820, 2015, in the Portland
 City Council Chambers. A copy of the minutes of that meeting is included as new
 Exhibit 9.

C. Authorizing Votes

 An attested copy of the resolution of the Portland City Council designating the
 Amended Municipal TIF district created for the implementation of the Bayside
 Redevelopment Program is included as new Exhibit 10.

D. Assessor’s Certification

 An attested copy of the certification by the City of Portland Tax Assessor as to the
 revised Original Assessed Value of the expanded Bayside Municipal Tax Increment
 Financing District is included as Exhibit 11.




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 EXHIBIT 3(A)




Note: Islands not shown to improve map legibility.
 PROPOSED
 DISTRICT




 14 of 30
 Exhibit 4(A)-Site Map showing tax map location of Amended TIF District.




*Only Unit 1 of the Furman at Bayside Condominium Association
is part of this Amended District.



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 of Portland
 Bayside Economic Redevelopment Program and Tax
 Increment Financing Program

 Prepared by:

 The City of Portland Economic Development Department



Enacted by the Portland City Council March 17, 2003
Amendment #1 from MDECD Includes City Council Actions on:
 July 6, 2005 – Expand Footprint and Amend OAV;
 November 21, 2005 – Reduce Footprint for Pearl Place Affordable Housing TIF;
 June 5, 2006 – Authorizing Credit Enhancement Agreements (CEA) with Capital
 LLC; and, Southern Maine Student Housing, LLC
Amendment #2 from MDECD Includes City Council Action on:
 June 4, 2007 to Amend CEA with Atlantic Bayside Trust LLC (formerly
 Capital LLC)
Amendment #3 from MDECD Includes City Council Action on:
 November 17, 2008 to Extend Term additional Ten Years to FY2033, and
 amended public projects.
Amendment #4 from MDECD Includes City Council Action on:
 May 18, 2009 Amending Captured Value For FY10
Amendment #5 from MDECD Includes City Council Action on:
 May 17, 2010 Amending Captured Value For FY11
Amendment #6 from MDECD Includes City Council Action on:
 November 17, 2014 Expanding Bayside TIF Area
Amendment #7 from MDECD Includes City Council Action on:
 July 20, 2015 Amending Bayside TIF District for expanded Municipal
 allowable uses for TIF Revenue Investments
Proposed Amendment #8 to City Council 7/16/2018 for Amended District Regarding
 178 Kennebec Street




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 Table of Contents


Section: Page

I. Introduction/Updated 2018 1
II. Amended Development Program 3
 A. The Amended Project 3
 B. The Development District 4
 C. The Amended Development Program 4
 D. The Projects 4
 E. Operational Components 5
 1. Public Facilities 5
 2. Uses of Private Property 6
 3. Plans for relocation of persons displaced
 by development activities. 6
 4. Transportation Improvements 6
 5. Environmental Controls 6
 6. Plan of Operation of Amended District 6
III. Physical Description 6
IV. Financial Plan 7
 A. Costs and Sources of Revenues 7
 B. Development Program Account 7
 C. Financing Plan 8
V. Amended Financial Data 8
VI. Tax Shifts 8
VII. Municipal Approvals 9
 A. Public Hearing Notice 9
 B. Public Hearing 9
 C. Authorizing Votes 9
 D. Assessor’s Certificate 9


Exhibits:
1. Revised TIF Models
2. Revised Tax Shift Models
3. Area Map Showing Site location
3. (A) – Area Map Show Site Location of Amended TIF District
4. Map of Existing and Expanded Bayside TIF District
4. (A) – Site map showing tax map location of Amended District
4. Credit Enhancement Agreements (Approved as of 11/17/2014)
5. Statutory Thresholds and Limits
6. Portland TIF Policy of 2/4/2013
7. Notice of Public Hearing
8. City Council Minutes
9. City Council Order
10. Original Assessed Values/Assessor’s Certificate
 17 of 30
I. Introduction/Updated 2018

East and West Bayside continue to be gateways to Portland’s peninsula. A lot of changes
to East and West Bayside have occurred since the Bayside (West) TIF District was
adopted by the City Council on March 17, 2003. Relocation of one scrap yard and the
addition of new medical office buildings, new housing for college students, , two new
grocery stores, pharmacies, and financial institutions have transformed West Bayside’s
industrial heritage to a more compact urban development pattern, which extends the
Central Business District to I-295. Additionally, City Council approval, during 2017 and
2018, of the sale of six Bayside properties formerly occupied by the Public Works
Department will continue to support area wide economic revitalization.

East Bayside has been experiencing its own transformation with new coffee shops, artist
studios, and new housing. Continued attention to the West Bayside TIF District is
needed to fulfill the Bayside Vision.

History

In 1996, the process began when the City of Portland obtained funding from the
Environmental Protection Agency (EPA) to undertake a Brownfield’s Pilot Project in
Bayside. The City designated a ten-lot, 14-acre parcel between Oxford Street and
Marginal Way as the Bayside Brownfield’s Project Area and has since created a
$500,000 loan fund for the express purpose of cleaning up the site to clear the way for
future development. The study area was subsequently enlarged to incorporate the area
from Congress Street to I-295, and from Franklin Arterial to Forest Avenue, which is
approximately 129 acres.

Since 1996, the City of Portland has been working with a team of consultants on planning
for opportunities for the reuse of the Bayside land. An extensive public participation
process, which involved hundreds of participants, produced a plan entitled “A New
Vision for Bayside”. The Bayside plan identifies the following eleven development
principles and five critical actions in order to transform this area into a vital, productive
and diverse urban neighborhood:

Development Principles
  Urban Gateway  Multi-level Parking Structures
  Economic and Employment  A Neighborhood Center
 Opportunities  Recreation and Open Space
  A Walkable District  A Social Service Network
  A Critical Mass of Dwellings  Environmental Remediation
  Transit Oriented Development  Scrap yard Redevelopment


Critical Actions
  Acquire the Railroad Property  Build More Housing
  Redevelop the Scrap yard Parcels



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  Create Transit Oriented  Secure the Future of Portland’s
 Development Social Service Network


Public participation continues to be an ongoing aspect of the Plan’s implementation. The
Bayside Neighborhood Association and the Bayside Community Development
Corporation include neighborhood property owners, residents, commercial owners and
tenants.

Since adopting the Bayside Vision Plan in December 1999 as a part of the
Comprehensive Plan, the City has moved forward on several of the identified critical
actions. After several years of complex negotiations with Guilford Transportation and
the Maine Department of Transportation, the City purchased the Railroad property.
Using Housing and Urban Development (“HUD”) and Economic Development
Administration (“EDA”) funding, this 6+ acre parcel made the City a major property
owner in the area of Bayside slated primarily for commercial redevelopment.

EDA and City Capital Improvement Funds have been used to rebuild the sewer system
along Somerset Street, adjacent to the railroad parcel, as well as to extend Chestnut Street
from Somerset Street to Marginal Way. These improvements were key infrastructure
investments for new development in Bayside. The City continues to be committed to
investing in Bayside as funding becomes available, but clearly a variety of financing
mechanisms have been and will continue to be needed.

With these first actions completed, attention has been focused on the need for structured
parking associated with the Federated Midtown Project. At meeting after meeting, then
Bayside Development Committee (BDC) members stated unequivocally that the Bayside
Plan cannot be implemented to its fullest without structured parking; and that the entire
redevelopment plan hinges upon the relocation of the scrap metal recycling facilities.
Furthermore, it is clear that the private sector cannot afford to make new investments in
Bayside that include the cost of creating structured parking, nor can the market alone bear
the cost of relocating the scrap metal recycling facilities.

The first such private development project which included constructing garages occurred
on property that was sold by the City to two private developers (Capital, LLC and
Southern Maine Student Housing, LLC) who planned a then estimated $38,400,000 in
new taxable commercial investment. The project consisted of a 72,000 sq. ft. office
building, perched upon a 430 space parking garage with ground floor retail, alongside a
405 bed student housing facility with a 130 space parking garage. The cost of
constructing the structured parking added more costs to the project than market rents
could support, so financing relief was sought through the use of Credit Enhancement
Agreements (Exhibit 5) so that the project moved forward with the density sought for
Bayside. This entire investment occupies just over 3 acres by reducing the footprint and
allowing for vertical expansion.




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Amendment #7 Approved by MDECD March 28, 2016

The purpose of this Amendment #7 to this TIF application is to amend the Development
Program to include municipal use of TIF funds for costs of public transportation
improvement projects – including traffic signals, costs associated with environmental site
assessment and remediation work to support commercial development, costs associated
with environmental sea level adaptation planning and public infrastructure to support
commercial development, as well as other development principles and critical actions
items contained in the Bayside Vision Report I and II

 The public benefits associated with an amended Bayside TIF District include:

 - Provide support for Portland’s continued economic development;
 - Help increase the vibrancy and stability of the Bayside neighborhood;
 - Create employment opportunities for area residents;
 - Produce tax shift benefits averaging an estimated savings to the City of
 $680,307 annually;
 - Improve the general economy of Portland and the State of Maine;
 - Improved public transportation infrastructure investment;
 - Clean up contaminated property to support commercial development;
 - Planning for environmental sea level adaptation, and public infrastructure to
 support commercial development.

Amendment #8 Proposed to Portland City Council/MDECD

Amendment #8 includes a single property in the Expanded Bayside TIF District located
at 178 Kennebec Street, Assessor Chart, Block, and Lot Number 034 F001001. The City
is in the process of selling this property to a private developer. This developer proposes
an elderly affordable housing project on that property with two condominium units. Unit
1 would be ground level commercial space and Unit 2 (air rights above Unit 1) is
proposed to be an elderly affordable housing project. Unit 2 is proposed to be an
Affordable Housing TIF District.


II. Amended Development Program

A. The Amended Project

 With this amended and restated Development Program, the City of Portland seeks to
 amend the Bayside Redevelopment Tax Increment Financing District to allow for 178
 Kennebec Street, Condominium Unit 1 on the ground level/commercial space to
 remain in the Bayside TIF District; and, Condominium Unit 2, floors above the
 ground level commercial space, to be an Affordable Housing TIF District

 Municipal uses of TIF revenue consistent Bayside Vision Plans I and II as detailed in
 Table 1 in Section II(D) below.



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 The success of these efforts will enhance the City’s ability to attract new investment
 to Bayside, leading to a densely developed commercial district, which will create new
 taxable value and provide expanded opportunities for employment and housing.

 The City’s Economic Development Department will continue to market other City
 land as potential building sites to prospective businesses and developers, in addition
 to promoting Bayside as a whole.

B. The Development District

 Properties that are to be designated as part of the TIF District are shown on the
 attached map (Exhibit 4), containing approximately 129.18 acres with an original
 assessed value as shown on Exhibit 11 as $122,318,180

 The TIF District will apply to only new value generated within the District and will
 not affect the current property tax base.

C. The Amended Development Program

 The City of Portland, by designating the Amended Bayside Redevelopment TIF
 District, will capture all new investments made within the Amended District. The
 City is projecting to capture up to 100% of the new assessed value over the original
 assessed value, and retain from the district the new tax revenues generated from that
 captured assessed value. These revenues will be allocated to the Project Cost
 Account for the purposes described in II.A. above and further detailed in Section
 II(D) below. Each year, the City Council may adjust the specific amount to be
 captured and retained for purposes of this Amended TIF, based upon the needs of the
 Amended District, and the commitments made through Credit Enhancement
 Agreements, collateral for loan or bond repayment, and the like.

D. The Projects

 The City of Portland seeks authorization to utilize the revenues generated from the
 Amended Bayside TIF District to support economic development in Bayside, all as
 more detailed in Table 1 below: See Table 1 Below for Municipal Use of TIF
 Revenues, Statutory Citation, and Cost Estimates – Citations all refer to Title 30-A,
 Chapter 206, Section 5225.




 21 of 30
 Table 1

 Municipal Use of TIF Revenues Statutory Citation Cost Estimate
In District: Create Additional Parking (1)(A) $10,000,000
Structures
In District: Existing Credit Enhancement (1)(A) $6,000,000 over life
Agreements; others as negotiated, of TIF District for
executed with public process per Section existing CEAs
II A
In District: Relocate one remaining scrap (1)(A) T/B/D
metal recycling facility and acquisition of
scrap metal yard site
In District: Infrastructure (roadway, (1)(A) T/B/D
sidewalk, and transportation improvement
projects) located in District
In District: Pledging TIF revenue as a (1)(A) $6,000,000 over life
repayment source to HUD or any other of TIF District
agency or entity that finances public
Bayside investment
In District: Public infrastructure (1)(A) T/B/D
improvements for both pedestrians and
transit, lighting, and open space/trails
In District: Funding the Economic (1)(A) $500,000
Development Department, including
salaries, to market and prepare for
Bayside Redevelopment
In and out of District: (1)(A) and (1)(C)(1) $250,000/annual or
 a.) Cover the City’s Economic $4,500,000 over life
 Development Department costs, of TIF District
 including salaries*;
 b.) Environmental site assessment and (1)(C)(2) $150,000
 remediation to support commercial
 development;
 c.) Environmental sea level adaptation (1)(C)(2) T/B/D
 planning and public infrastructure
 to support commercial
 development
Total: $27,150,000
 *This item is not unique to this TIF District; it is also included in the Riverwalk TIF
 District and the Waterfront TIF District.
 E. Operational Components

 1. Public Facilities

 The City will invest in projects to further goals of the Bayside Vision, as outlined
 in Table 1 above.



 22 of 30
 2. Uses of Private Property

 The Amended Bayside Economic Redevelopment Program and TIF District
 includes both public and private property. The funds generated from this district
 will be used to support commercial investment on both public and private land,
 the latter through the use of CEA as noted II.(D) above.

 3. Plans for relocation of persons displaced by development activities.

 Though not contemplated at this point, any possible relocation costs of
 displaced persons resulted from one or more City projects funded through this
 Amended Development Program shall be covered by the City as required.

 4. Transportation Improvements

 A description of the transportation-related improvements to be financed
 through this Amended Development Program is set forth above in Table 1 of the
 Development Program Section II(D).

 5. Environmental Controls

 The Amended Development Program proposes improvements that will
 comply with all federal, state and local rules and regulations and applicable land
 use requirements.

 6. Plan of Operation of Amended District

 During the life of the Amended Tax Increment Financing District, the City
 of Portland, City Council, or their designee, will be responsible for the
 administration of the District.

III. Physical Description

 As noted previously, properties that are to be designated as part of the Amended TIF
 District are shown on the attached map (Exhibit 4), totaling 129.18 acres
 The statutory threshold limits addressing the conditions for approval mandated by 30-
 A M.R.S.A. Section 5223(3) are set forth in Exhibit 6.

 Proposed Amendment #8 does not change the acreage numbers for the Bayside TIF
 District because the 178 Kennebec Street Unit 1 (ground level commercial space) will
 remain in the Bayside TIF District and Unit 2 (affordable residential units located in
 the upper floors) is proposed to be an Affordable Housing TIF District.




 23 of 30
Enclosed municipal maps:

 1. Area map showing site location of the Amended TIF District in relation to
 geographic location of municipality (see new Exhibit 3(A)).

 2. Site map showing tax map locations of the Amended TIF District (see new
 Exhibit 4(A)).


IV. Financial Plan

A. Costs and Sources of Revenues

 With Amendment #6 to this TIF District, the acreage was increased to 129.18 acres,
 with an associated OAV set at $122,318,180 as set forth in Exhibit 11. Exhibit 11
 details the OAV from the inception of the Bayside TIF District, to its 1st expansion
 via Amendment 1, and 2nd expansion via Amendment 6. Exhibit 4 is the map which
 highlights the District encompassing the entire 129.18 acres.

 The Amended Development Program provides for the new tax revenues generated by
 the increase in assessed value of the District to be captured and designated as TIF
 Revenues. The City will apply the retained revenues to the economic development
 activities described in the Amended Development Program. To date, these activities
 are included in Table 1, Section II(D) above.


 The attached Exhibit 1 details the projections of retained revenues based upon the
 anticipated assessed value increases within the District. Exhibit 1 is a projection
 based upon best available information and is included for demonstration purposes
 only. No assurances are provided as to the results reflected therein.

B. Development Program Account

 This Development Program requires establishment of a Development Program
 Account pledged to, and charged with, the payment of the project costs in the manner
 outlined in 30-A M.R.S.A. §5227(3).

 The Bayside TIF Development Program Account is established consisting of a project
 cost account (“Project Cost Account”) pledged to, and charged with, payment of
 project costs. The Project Cost Account shall consist of Company Cost Subaccounts
 (Company Cost Subaccount), pledged to and charged with payment to authorized
 companies under the terms of an approved Credit Enhancement Agreement for
 reimbursements for eligible project costs, and a City Cost Subaccount (the “City Cost
 Subaccount”) pledged to, and charged with, payment to the City for the cost of
 approved economic development expenses.




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C. Financing Plan

 The original TIF District comprised an area of approximately 11 acres of real and
 personal property. The value of the real and personal property within the district as of
 March 31, 2002 was established as the original assessed value. With the subsequent
 expansion (Amendment 1), the value of the additional real and personal property
 within the district expansion as of March 31, 2007 was established as the original
 assessed value, with that value being $44,066,380. With the additional expansion via
 Amendment 6 from 62.18 to add 67 acres to the District, for a total of 129.18 acres,
 the value of real property within the expanded District of 67 acres has a March 31,
 2014 date established as the original assessed value, or $78,251,800 as detailed in
 Section IV.A. above, for a total OAV of the District at $122,318,180.

 The developments within the described Amended Bayside TIF District will add
 significant new taxable value in the City of Portland. TIF revenues will be allocated
 as described on Exhibit 1 to finance the costs described in the Amended Development
 Program. Actual payments to the Project Cost Account will be adjusted based upon
 the applicable annual percentage retained, or a specific amount to be retained within
 the Amended District, and the actual annual assessed value within the Amended
 District, to be determined by the City Council on a yearly basis.

V. Amended Financial Data (See Statutory Requirements & Thresholds,
Exhibit 6)

A. Estimate of increased assessed value by year after implementation of the
 development program: See Exhibit 1

B. Percentage of increased assessed value to be applied to the development program
 fund: See Exhibit 1

C. Estimated annual tax increment: $1,717,654 (Average)

D. Total average annual value of development program fund: $1,717,654 (Average)

E. Annual principal and interest payment of bonded indebtedness: N/A at this time

F. Financial assumptions and safeguards: The City of Portland is under no obligation
 to repay any bonds that would involve a pledge of the City’s full faith and credit.

VI. Tax Shifts (See Exhibit 2)

A. Average Annual Amount:

 General Purpose Aid to Education Tax Shift: $593,812

 Municipal Revenue Sharing Tax Shift: $47,751



 25 of 30
 County Tax Shift: $38,745

 Total Average Annual Savings: $680,307

VII. Municipal Approvals

A. Public Hearing Notice

 The City of Portland did giver proper Notice of Public Hearing in accordance with the
 requirements of 30-A M.R.S.A. §5253. The notice was published on July 5, 2018, in
 a newspaper of general circulation (see new Exhibit 8).

B. Public Hearing

 A Public Hearing at which the proposed Amended Bayside Municipal Tax Increment
 Financing District was discussed was held on July 16, 2018, in the Portland City
 Council Chambers. A copy of the minutes of that meeting is included as new Exhibit
 9.

C. Authorizing Votes

 An attested copy of the resolution of the Portland City Council designating the
 Amended Municipal TIF district created for the implementation of the Bayside
 Redevelopment Program is included as new Exhibit 10.

D. Assessor’s Certification

 An attested copy of the certification by the City of Portland Tax Assessor as to the
 revised Original Assessed Value of the expanded Bayside Municipal Tax Increment
 Financing District is included as Exhibit 11.




 26 of 30
 EXHIBIT 3(A)




Note: Islands not shown to improve map legibility.
 PROPOSED
 DISTRICT




 27 of 30
 Exhibit 4(A)-Site Map showing tax map location of Amended TIF District.




*Only Unit 1 of the Furman at Bayside Condominium Association
is part of this Amended District.



 28 of 30
29 of 30
30 of 30
To: Members of the Economic Development Committee
From: Brendan T. O’Connell – Finance Director
Re: Next Steps on Proposed Payment / Services in Lieu of Tax Policy
Date: June 15, 2018



Members of the Economic Development Committee:

At the November 28, 2018 meeting a proposed Payment in-lieu of Taxes (PILOT) policy was
presented (attached as Appendix A). There was general support for the direction of the proposed
policy but the Committee wanted to further discuss the “Services in-lieu of Taxes” (SILOT) credit
section to further tailor the criteria for the City of Portland. At the June 19, 2018 meeting of the
Economic Development Committee staff will listen to additional Committee discussion on the
current criteria (listed below) and incorporate any additional comments into the draft policy. To
assist the Committee in their discussions I have included a variety of exhibits as appendices to this
document.

Current SILOT Criteria per City of Portland draft PILOT Policy:

Participation in City Initiatives
Targeted scholarships for Portland residents
Summer Job Creation / Youth Employment
Set Up Initiative Health Disparities Initiative

Policy Based Collaborations
Public/Community Health Initiatives
Partnerships with Local Schools
Job Training Initiatives
Direct support on City Council Goals / participation on Task Forces

Other Direct Contributions
Real Estate Taxes on Property Used for Institutional Purposes
Donations to City capital projects or initiatives
Donations in kind (i.e. real estate, personal property)
Provision of services otherwise provided by the City (i.e. snow removal on public right of way,
maintenance of a public facility, security services provided in public areas)

Good Neighbor Activities
Volunteer Efforts of Students/Employees
Sponsorships of local organizations
Appendices:

Appendix A: CITY OF PORTLAND, MAINE PROPOSED PAYMENT IN LIEU OF TAXES
POLICY (PILOT) (with 11/14/17 introductory letter from Finance Director Brendan T. O’Connell

Appendix B: Community Benefits Presentations / Slide Decks – City of Boston PILOT Task Force

Appendix C: Sample Community Benefits Submissions from City of Boston FY2017

Appendix D: List of Exempt Organizations in City of Portland with over $2M of property value
 Appendix A


 Finance Department
 Brendan T O’Connell, Director



 MEMORANDUM

TO: Members of the Economic Development Committee

FROM: Brendan T O’Connell, CPA – Finance Director

DATE: November 14, 2017

SUBJECT: Introduction to Payment in-lieu of Taxes (PILOT) Policy



(A) Summary

One of the Economic Development Committee Goals for 2017 was to study a new payment in-
lieu of taxes (“PILOT”) policy for the City of Portland. Staff researched PILOT policy types and
alternatives and presented them to the Economic Development Committee on September 5.
After taking Committee input at the September meeting a draft policy has been developed for
presentation at the November 14th meeting. The proposed policy takes into account the
community benefits provided by each exempt organization and includes guidance for City staff
on opportunities to solicit participation in the PILOT.



(B) Background: Currently Exempt Property in Portland and Current PILOT Practice

According to the City Tax Assessor, the amount of tax exempt real estate within the City of
Portland has risen to approximately $2 billion dollars as of June 30, 2017 and this amount may
be understated. This represents nearly 21% of the total City valuation. Even after deducting the
total valuation related to City owned property (approximately 4% of overall total) the remaining
exempt property represents a very high percentage when compared to other municipalities
nationwide (see Exhibit A). The rise in exempt valuation has put increasing pressure on the
remaining property owners (referred to hereafter as “non-exempt property” owners) to fully fund
the broad spectrum of services offered to residents and visitors to Portland.

The City currently has no formal PILOT policy. Agreements are negotiated with exempt
property owners on very limited case by case basis, with little to no solicitation of new or
extended PILOT agreements. The PILOT agreements and payments are typically negotiated to
offset the cost of “basic” services in the City, loosely defined as public safety services and core

 Page 1

 1
public works services. Currently 10 formal PILOT request letters are sent to nonprofit
organizations annually, with a very limited number of other agreements in place with other non-
exempt property owners. In total $570,000 of revenue was estimated within the FY18 budget
from PILOT payments. Actual collections in FY17 were slightly higher than budgeted, due in
part to certain PILOT agreements based on profits.

It is important to note that nationwide there are no laws which require PILOT payments. The
current City PILOT payments are voluntary and any future PILOT payments or agreements
would remain voluntary.



(C) Goals of the PILOT Policy

As noted by the Lincoln Institute of Land Policy, PILOTs are a tool to address two problems
with the property tax exemption provided to nonprofits. First, the exemption is poorly targeted,
since it mainly benefits nonprofits with the most valuable property holdings, rather than those
providing the greatest public benefits. Second, a geographic mismatch often exists between the
costs and benefits of the property tax exemption, since the cost of the exemption in terms of
forgone tax revenue is borne by the municipality in which a nonprofit is located, but the public
benefits provided by the nonprofit often extend to the rest of the state or even the whole nation. 1
PILOT policies are becoming an increasingly common way to solicit contributions from
nonprofits to help offset the cost of services they consume. See Exhibit A on page 4 for a
nationwide comparison of charitable nonprofit organizations registered with the IRS by type as
well as their assets and liabilities.

The PILOT policy will have several goals and objectives. Above all, a uniform policy must be
developed to be applied to the exempt properties within the City. A PILOT policy would
provide clarity to exempt organizations who wish to locate in Portland and create a more even
playing field within exempt property owners. An added benefit will be a more equitable
distribution of cost of services between exempt and non-exempt property owners, although
actual increases in property tax revenues from formal PILOT policies vary significantly from
municipality to municipality.

As part of this uniform policy, guidelines for City staff may be included. For example, when a
nonprofit expands holdings within the City, there should be protocol for initiation of a
conversation around PILOT payments to offset the cost of conversion of non-exempt property to
exempt property. This was recently done by the Planning Department when approving a recent
development which included exempt property.

A secondary goal of the PILOT will be to review the population of exempt properties in more
detail, to fully understand the organizations receiving the most value from their exemptions. It is
best practice to review the benefits provided by exempt organizations during PILOT policy
development.


1
 Kenyon and Langley - Payments in Lieu of Taxes - Balancing Municipal and Nonprofit Interests, 2010

 Page 2

 2
(D) Arguments for Strong PILOT Policy

 • With an increasing percentage of exempt property within City, nonprofits should share in
 the cost of basic services which benefit them. Police and fire protection and road
 maintenance are the costs most frequently allocated to exempt property owners in other
 municipalities.

 • A strong PILOT policy has the potential to help ease the tax burden on non-exempt
 property owners, and create a more equitable distribution of the tax levy across those who
 consume core City services.


 • PILOT policies can help address inequities created by the charitable tax exemption (i.e.
 the greatest tax savings goes to organizations who have the most valuable property
 holdings).

 • PILOT policies can reduce inefficient location decisions made by nonprofits (i.e. exempt
 status creates an incentive for nonprofits to locate in cities where the tax savings are
 higher).




(E) Components of the Draft PILOT Policy

During the meeting on November 14th the draft PILOT policy (attached) will be reviewed with the
Economic Development Committee and Public Comment will be taken. Committee members will have
the opportunity to vote on the current draft or suggest revisions to the policy for presentation at the
November 28th meeting.




 Page 3

 3
Exhibit A




 Page 4

 4
 CITY OF PORTLAND, MAINE
 PAYMENT IN LIEU OF TAXES POLICY (PILOT)




Revised: October 31, 2017 Effective: January 1, 2019




 5
Table of Contents

1. PURPOSE ................................................................................................................................................... 1
2. THE NEED FOR A FORMAL PILOT POLICY ................................................................................................. 1
3. FIVE BASIC PRINCIPLES OF THE PILOT POLICY ......................................................................................... 3
4. IS THE PILOT POLICY APPLICABLE TO MY ORGANIZATION? ................................................................... 5
5. CALCULATION OF PILOT PAYMENT DUE .................................................................................................. 5
6. SERVICES IN LIEU OF TAXES (SILOT) CREDIT ............................................................................................ 6
7. ANNUAL BILLING AND FIVE-YEAR PHASE IN (FY20-FY24) ....................................................................... 7
8. GUIDANCE FOR CITY STAFF – ENCOURAGING PARTICIPATION IN THE PILOT PROGRAM ..................... 8




 6
City of Portland
Payment in Lieu of Taxes Policy (PILOT)

1. PURPOSE
In order to maintain the high standard of municipal services that Portland has historically
provided, the City Council has established a policy for PILOT (Payment In Lieu of Tax)
contributions from tax-exempt property owners (referred to hereafter as “exempt property”
owners). The purpose of this PILOT policy document is to summarize the uniform policy to be
applied to the exempt properties within the City. The policy is intended to provide clarity to
exempt organizations who wish to locate in Portland. The policy includes monetary payments
and consideration of other services provided by exempt organizations. The policy also provides
guidance for City staff when approached with questions about PILOT policy requirements.




2. THE NEED FOR A FORMAL PILOT POLICY
According to the City Tax Assessor, the amount of tax exempt real estate within the City of
Portland has risen to approximately $2 billion dollars as of June 30, 2017 and this amount may
be understated. This represents nearly 21% of the total City valuation, a very high percentage
when compared to other municipalities. The rise in exempt valuation has put increasing
pressure on the remaining property owners in Portland (referred to hereafter as “non-exempt
property” owners) to fully fund the broad spectrum of services offered to residents and visitors
to Portland.


The City recognizes that non-profit organizations contribute directly to the quality of life within
the community and welcomes these organizations. Portland has historically been recognized as
leader in Maine the area of higher education, arts and culture, public health and religious
freedom, and have encouraged non-profits to organize in the City to enrich the quality of life of
its residents. The City’s location, status as the economic engine of Northern New England,
located just under 2 hours north of Boston, with easy access via major highway, bus, rail, and
jetport, makes it attractive for non-profit institutions. This demand for land and buildings to
operate non-profit organizations has absorbed significant amounts of taxable property within



Revised: October 31, 2017 Page 1


 7
City of Portland
Payment in Lieu of Taxes Policy (PILOT)

the City in recent years. A continuing shift in tax burden to a diminishing tax base will have a
negative impact on residents, local businesses and the overall Greater Portland community. In
order to maintain the financial health of the community as a whole and to as to continue to
provide a range of quality services, the City must set an objective to maintain its existing tax
base and expand it where reasonably possible. Strong PILOT policies have been used in
municipalities nationwide to achieve this objective. Several key reasons noted for adoption of
strong PILOT policies are listed below.

 • With an increasing percentage of exempt property within a City, nonprofits should share
 in the cost of basic services which benefit them. Police and fire protection and road
 maintenance are the costs most frequently allocated to exempt property owners in
 other municipalities.


 • A strong PILOT policy has the potential to help ease the tax burden on non-exempt
 property owners, and create a more equitable distribution of the tax levy across those
 who consume core City services.


 • PILOT policies can help address inequities created by the charitable tax exemption (i.e.
 the greatest tax savings goes to organizations who have the most valuable property
 holdings).


 • PILOT policies can reduce inefficient location decisions made by nonprofits (i.e. exempt
 status creates an incentive for nonprofits to locate in cities where the tax savings are
 higher).




Revised: October 31, 2017 Page 2


 8
City of Portland
Payment in Lieu of Taxes Policy (PILOT)


3. FIVE BASIC PRINCIPLES OF THE PILOT POLICY

 I. Participation in the PILOT Program is voluntary


 Consideration was given to seeking an ordinance change to require PILOT payments and
 ensure more uniform participation. However any attempt to impose a legal or statutory
 requirement would face significant opposition and runs counter to the spirit of
 partnership between the City and its local institutions that a successful PILOT program
 would provide.


  II. PILOT should be applied equally to all current and future non-profit groups in Portland


 All non-profit institutions should participate in the PILOT program. While significant
 focus has been placed on the City’s medical and educational institutions, the City’s
 museums, cultural facilities, and other significant non-profits share a similar interest in
 the City.


 However, while broad participation is essential to the program’s success, the City has
 determined that an exception should be made for smaller nonprofits which may lack the
 resources to fully engage in the PILOT process. Normally, a threshold of $2 million in
 assessed value would meet this goal. An exemption of this amount will be applied to all
 organizations under this policy, eliminating the PILOT completely for the smaller
 institutions, while mitigating the financial impact of PILOT payments on institutions just
 beyond this threshold.


 III. PILOT contributions should offset cost of basic City services: 25% of full tax levy




Revised: October 31, 2017 Page 3


 9
City of Portland
Payment in Lieu of Taxes Policy (PILOT)

 PILOT contributions should be based on the value of real estate owned by an institution.
 This approach both reflects the size and quality of the institution’s real estate holdings
 and is consistent with the approach taken for taxable properties. PILOT policies
 nationwide set contribution levels at an amount designed to cover the portion of the tax
 levy related to basic and core City services. For purposed of this PILOT, those services
 have been designated as public safety services (police and fire) and basic public works
 services including snow removal. This amount has remained at approximately 25% of
 the City’s tax levy over many years and this level has been deemed to be appropriate for
 the current policy.


 IV. PILOT policy includes a SILOT (Services In Lieu of Taxes) deduction up to 50%


 Community benefits are an important aspect of an institution’s contribution to the City.
 Institutions should receive up to a 50% PILOT deduction for qualifying community
 programs and services that uniquely benefit Portland residents. In the case of
 exceptional opportunities for partnership, the 50% cap may be exceeded. Institutions
 should also receive a credit on their PILOT in the amount of real estate taxes paid on
 properties that would ordinarily qualify for a tax exemption based on use and a credit
 for costs paid which would otherwise be paid. Section X of this document contains
 more detail on criteria for the SILOT deduction.


 V. The new PILOT formula should be phased in over a 5-year period starting in FY 2019


 While the payments currently made by some institutions approach the levels indicated
 by the program levels recommended above, most institutions fall below the
 recommended amounts. Institutions will require time to make the necessary
 adjustments in their budget and financial plans to accommodate increased PILOT




Revised: October 31, 2017 Page 4


 10
City of Portland
Payment in Lieu of Taxes Policy (PILOT)

 amounts. To ensure a smooth transition, the Task Force recommends that the new
 formula be phased in over a time period of not less than 5 years.




4. IS THE PILOT POLICY APPLICABLE TO MY ORGANIZATION?


All tax exempt organizations are encouraged to participate in the PILOT policy. As noted
previously an exemption amount of $2M will be applied to all organizations under this policy,
eliminating the PILOT completely for the smaller institutions, while mitigating the financial
impact of PILOT payments on institutions just beyond this threshold.




5. CALCULATION OF PILOT PAYMENT DUE


PILOT contributions are based on the value of real estate owned by an institution. The initial
PILOT payment calculation is determined by multiplying the property assessed value less the
exemption amount of $2M, times the tax rate times 25%, and then subtracting any available
SILOT credit applicable to the exempt organization.




The assessor’s office determines your assessed value and the City Council sets the tax rate each
spring with the passage of the city budget. The assessed valuation is reduced by the $2M
exemption, and PILOT payments due are then reduced to only 25% of the amount which would



Revised: October 31, 2017 Page 5


 11
City of Portland
Payment in Lieu of Taxes Policy (PILOT)

have normally been due from a similarly valued non-exempt property. The 25% represents the
cost of the City’s “core” services which are public safety (Police and Fire Department) and basic
street maintenance / winter operations. The PILOT payment due is subtracted by any available
SILOT (Services-in-lieu-of-taxes) credit which has been applied to the exempt organization by
the City. SILOT credits are not guaranteed to every organization and are calculated on a case
by case basis by the City. The SILOT credit may not exceed 50% of the total amount of the
PILOT due. See the SERVICES IN LIEU OF TAXES (SILOT) CREDIT section for complete details on
SILOT criteria and calculation.




6. SERVICES IN LIEU OF TAXES (SILOT) CREDIT

In consideration of the community benefits of the exempt organization within the City, the
PILOT policy includes a deduction for services provided. A list of items which WOULD qualify
for SILOT credit are listed below. An exempt entity will have an opportunity on an annual basis
to outline their SILOT contributions via a standard form distributed with the estimated PILOT
bill.



Participation in City Initiatives
 • Targeted scholarships for Portland residents
 • Summer Job Creation / Youth Employment
 • Set Up Initiative Health Disparities Initiative


Policy Based Collaborations
 • Public/Community Health Initiatives
 • Partnerships with Local Schools
 • Job Training Initiatives
 • Direct support on City Council Goals / participation on Task Forces


Other Direct Contributions
 • Real Estate Taxes on Property Used for Institutional Purposes


Revised: October 31, 2017 Page 6


 12
City of Portland
Payment in Lieu of Taxes Policy (PILOT)

 • Donations to City capital projects or initiatives
 • Donations in kind (i.e. real estate, personal property)
 • Provision of services otherwise provided by the City (i.e. snow removal on public right of
 way, maintenance of a public facility, security services provided in public areas)


Good Neighbor Activities
 • Volunteer Efforts of Students/Employees
 • Sponsorships of local organizations


A non-comprehensive listing of items which would NOT qualify for SILOT credit is below:
• Real Estate Taxes on Property used for Non-institutional Purposes
• Linkage Payments
• Permits Inspection Fees
• Student Spending
• Salaries Paid to Employees
• Construction Costs
• Purchase of Goods, Services
• Grants Received / Outside Money
• Operating Support for Community Health Clinics
• Free Care (Safety Net Care)
• Unreimbursed Medicare or Medicaid




7. ANNUAL BILLING AND FIVE-YEAR PHASE IN (FY20-FY24)

Annual Billing

The annual billing for the PILOT will be performed by City staff. PILOT bills will be sent on a
semiannual basis on a schedule similar to regular property tax billing – typically PILOT bills will
be sent in July of each fiscal year. A SILOT credit application will also be enclosed with the
PILOT bill and each exempt organization will have 30 days to complete and return form. The
City will review the forms and notify each organization of SILOT credits received – including a




Revised: October 31, 2017 Page 7


 13
City of Portland
Payment in Lieu of Taxes Policy (PILOT)

revised PILOT bill for the current fiscal year. PILOT payments will be due on the regular
property tax payment dates – typically the second Friday in September and March of each year.




Five Year Phase In – New PILOT Agreements

For any exempt organizations impacted by this policy, who currently exist in the City and are
remaining in their existing locations, a five year phase in is permitted. The amounts due in the
first five tax years of the new program are as follows:


FY20 – 10% of the normal PILOT amount

FY21 – 20% of the normal PILOT amount

FY22 – 30% of the normal PILOT amount

FY23 – 40% of the normal PILOT amount

FY23 – 50% of the normal PILOT amount



For any NEW exempt organizations seeking to locate within the City or Portland the full PILOT
amount is due in FY20. For exempt organizations who currently exist within the City and are
seeking to expand their footprint within the City, the full PILOT policy would be due on any new
property acquired.



8. GUIDANCE FOR CITY STAFF – ENCOURAGING PARTICIPATION IN THE PILOT PROGRAM

Several common transactions should be used as opportunities for City staff to inform exempt
organizations about the PILOT policy and in some cases strongly encourage participation.

Property Sale – Where conversion Strongly encourage signing of a new PILOT agreement,
to exempt property present policy along with standard agreement.


Revised: October 31, 2017 Page 8


 14
City of Portland
Payment in Lieu of Taxes Policy (PILOT)

Building Permit – Where Strongly encourage signing of a new PILOT agreement,
conversion to exempt property present policy along with standard agreement.
Zoning Amendment Request Strongly encourage signing of a new PILOT agreement,
 present policy along with standard agreement.
Site Plan Review Inform of PILOT policy – present copy of document
Passage of Formal Pilot Policy / Notify all potentially impacted exempt organizations
Amendments to PILOT Policy




Revised: October 31, 2017 Page 9


 15
 Fiscal Year 2016 Payment in Lieu of Tax (PILOT) Program Results
 1st Half 2nd Half FY16
 FY11 Total FY16 PILOT Less Community PILOT PILOT Total PILOT
 Educational Institutions PILOT Exempt Value If Taxable (Year 5) Benefits Credit Cash PILOT Contribution  Contribution  Contribution
Berklee College $ 151,331 $ 149,334,523 $ 4,635,344 $ 904,351 $ (452,175) $ 452,175 $ 113,911 $ 113,911 $ 227,822
Boston Architectural College $ ‐ $ 19,056,500 $ 591,514 $ 31,478 $ (15,739) $ 15,739 $ 7,870 $ 7,870 $ 15,739
Boston College $ 297,571 $ 526,217,533 $ 16,333,792 $ 3,447,088 $ (1,723,544) $ 1,723,544 $ 331,479 $ ‐ $ 331,479
Boston College High School $ ‐ $ 27,176,500 $ 843,559 $ 94,490 $ (47,245) $ 47,245 $ ‐ $ ‐ $ ‐
Boston Conservatory $ ‐ $ 29,053,500 $ 901,821 $ 109,055 $ (54,528) $ 54,528 $ ‐ $ ‐ $ ‐
Boston University $ 5,082,079 $ 1,999,421,324 $ 62,062,038 $ 15,165,223 $ (7,582,612) $ 7,582,612 $ 3,050,000 $ 3,050,000 $ 6,100,000
Catholic Memorial $ ‐ $ 16,753,071 $ 520,015 $ 13,604 $ (6,802) $ 6,802 $ ‐ $ ‐ $ ‐
Emerson College $ 141,591 $ 240,541,000 $ 7,466,393 $ 1,750,198 $ (875,099) $ 875,099 $ 70,796 $ 70,796 $ 141,592
Emmanuel College $ ‐ $ 194,556,700 $ 6,039,040 $ 1,393,360 $ (696,680) $ 696,680 $ 75,000 $ 75,000 $ 150,000
Fisher College $ ‐ $ 44,638,499 $ 1,385,579 $ 229,995 $ (114,997) $ 114,997 $ ‐ $ ‐ $ ‐
Harvard University $ 2,109,293 $ 1,512,947,591 $ 46,961,893 $ 11,607,145 $ (5,803,573) $ 5,803,573 $ 1,378,009 $ 1,845,457 $ 3,223,466
Mass College of Pharmacy $ 242,252 $ 109,297,000 $ 3,392,579 $ 731,745 $ (365,872) $ 365,872 $ 182,936 $ 182,936 $ 365,872
NE College of Optometry $ ‐ $ 25,065,500 $ 778,033 $ 78,108 $ (39,054) $ 39,054 $ 19,527 $ 19,527 $ 39,054
New England Conservatory $ ‐ $ 31,627,000 $ 981,702 $ 129,026 $ (64,513) $ 64,513 $ ‐ $ ‐ $ ‐
Northeastern University $ 30,571 $ 1,338,469,314 $ 41,546,088 $ 9,592,952 $ (4,796,476) $ 4,796,476 $ 550,000 $ 550,000 $ 1,100,000
Roxbury Latin School $ ‐ $ 52,829,300 $ 1,639,821 $ 293,555 $ (146,778) $ 146,778 $ ‐ $ ‐ $ ‐
Showa Institute $ 123,084 $ 42,694,600 $ 1,325,240 $ 214,910 $ (107,455) $ 107,455 $ 53,728 $ 53,728 $ 107,455
Simmons College $ 15,000 $ 139,730,000 $ 4,337,219 $ 967,905 $ (483,952) $ 483,952 $ ‐ $ ‐ $ ‐
Suffolk University $ 378,979 $ 194,390,200 $ 6,033,872 $ 1,392,068 $ (696,034) $ 696,034 $ 219,475 $ 219,475 $ 438,950
Tufts University $ 232,975 $ 158,300,662 $ 4,913,653 $ 1,112,013 $ (556,007) $ 556,007 $ 278,003 $ 278,003 $ 556,007
Wentworth Institute of Tech.1 $ 31,504 $ 208,240,568 $ 6,463,787 $ 1,499,547 $ (749,773) $ 749,773 $ 299,403 $ ‐ $ 299,403
Wheelock College $ ‐ $ 54,656,000 $ 1,696,522 $ 307,731 $ (153,865) $ 153,865 $ ‐ $ ‐ $ ‐
Winsor School $ ‐ $ 41,283,900 $ 1,281,452 $ 203,963 $ (101,982) $ 101,982 $ ‐ $ ‐ $ ‐
TOTAL $ 8,836,231 $ 7,156,280,785 $ 222,130,956 $ 51,269,510 $ (25,634,755) $ 25,634,755 $ 6,630,136 $ 6,466,702 $ 13,096,838

1
 Wentworth Institute of Technology received a $50,000 exceptional opportunity credit for the donation of land for the construction of housing for seniors in Mission Hill

 = Institution contributed a cash PILOT and qualifying community benefits in the amount requested by the City




 162016
 Updated July 18,
 Fiscal Year 2016 Payment in Lieu of Tax (PILOT) Results
 1st Half FY16
 FY11 Total FY16 PILOT Less Community PILOT 2nd Half PILOT Total PILOT
 Medical Institutions PILOT Exempt Value If Taxable (Year 5) Benefits Credit Cash PILOT Contribution Contribution Contribution
Beth Israel Deaconess $ 167,000 $ 813,129,901 $ 25,239,552 $ 6,193,488 $ (3,096,744) $ 3,096,744 $ 1,548,372 $ 1,548,372 $ 3,096,744
 2
Boston Children's Hospital $ 111,921 $ 660,688,500 $ 20,507,771 $ 3,248,521 $ (2,436,391) $ 812,130 $ 420,318 $ 391,812 $ 812,130
Boston Medical Center $ 137,625 $ 279,568,600 $ 8,677,809.34 $ 2,024,379 $ (1,518,284) $ 506,094.76 $ 254,375 $ 251,720 $ 506,095
Brigham and Women's Hosp. $ 1,538,506 $ 794,517,135 $ 24,661,812 $ 6,049,053 $ (3,024,526) $ 3,024,526 $ 1,512,263 $ 1,512,263 $ 3,024,526
Dana Farber Cancer Institute $ 99,972 $ 248,137,603 $ 7,702,191 $ 1,809,148 $ (904,574) $ 904,574 $ 452,287 $ 452,287 $ 904,574
Faulkner Hospital $ ‐ $ 161,926,400 $ 5,026,195 $ 1,140,149 $ (570,074) $ 570,074 $ 285,037 $ 285,037 $ 570,074
Franciscan Hospital $ ‐ $ 50,402,000 $ 1,564,478 $ 274,720 $ (137,360) $ 137,360 $ ‐ $ ‐ $ ‐
Harvard Vanguard $ 294,886 $ 109,848,200 $ 3,409,688 $ 736,022 $ (368,011) $ 368,011 $ 184,006 $ 184,005 $ 368,011
Hebrew Rehabilitation Ctr $ ‐ $ 42,544,000 $ 1,320,566 $ 213,741 $ (160,306) $ 53,435 $ ‐ $ ‐ $ ‐
Joslin Diabetes Center $ ‐ $ 86,293,700 $ 2,678,556 $ 553,239 $ (276,620) $ 276,620 $ ‐ $ ‐ $ ‐
Mass Eye & Ear Infirmary $ ‐ $ 116,908,100 $ 3,628,827 $ 790,807 $ (395,403) $ 395,403 $ 197,702 $ 197,702 $ 395,403
Mass General Hospital $ 2,668,355 $ 1,786,908,729 $ 55,465,647 $ 13,750,012 $ (6,875,006) $ 6,875,006 $ 3,437,503 $ 3,437,503 $ 6,875,006
New England Baptist Hosp. $ ‐ $ 134,481,973 $ 4,174,320 $ 927,180 $ (463,590) $ 463,590 $ 185,436 $ 185,436 $ 370,872
Shriners Hospital $ ‐ $ 106,097,400 $ 3,293,263 $ 706,916 $ (353,458) $ 353,458 $ ‐ $ ‐ $ ‐
Spaulding Rehab Hospital $ 78,919 $ 153,933,900 $ 4,778,108 $ 1,078,127 $ (539,064) $ 539,064 $ 269,532 $ 269,532 $ 539,064
Tufts Medical Center $ 910,720 $ 401,044,500 $ 12,448,421 $ 2,995,705 $ (1,497,853) $ 1,497,853 $ 424,396 $ 641,286 $ 1,065,682
TOTAL $ 6,007,904 $ 5,946,430,641 $ 184,577,207 $ 42,491,207 $ (22,617,264) $ 19,873,943 $ 9,171,227 $ 9,356,954 $ 18,528,181
2
 Half of the hospital's cash PILOT was a direct cash contribution to the Boston Public Schools and Boston Public Health Commission as an exceptional opportunity credit according to program guidelines

 1st Half FY16
 FY11 Total FY16 PILOT Less Community PILOT 2nd Half PILOT Total PILOT
 Cultural Institutions PILOT Exempt Value If Taxable (Year 5) Benefits Credit Cash PILOT  Contribution Contribution Contribution
Bayridge Center $ 17,884 $ 29,788,000 $ 924,620 $ 114,755 $ (57,377) $ 57,377 $ 9,526 $ 9,526 $ 19,051
Boston Symphony Orchestra $ 84,976 $ 29,178,062 $ 905,687 $ 110,022 $ (55,011) $ 55,011 $ 27,505 $ 27,505 $ 55,011
Children's Museum $ ‐ $ 31,029,000 $ 963,140 $ 124,385 $ (62,193) $ 62,193 $ ‐ $ ‐ $ ‐
Gardner Museum $ ‐ $ 27,868,501 $ 865,038 $ 79,888 $ (39,944) $ 39,944 $ 19,972 $ 19,972 $ 39,944
Inst. of Contemporary Art $ ‐ $ 37,162,500 $ 1,153,524 $ 171,981 $ (85,991) $ 85,991 $ ‐ $ ‐ $ ‐
MASCO $ 133,778 $ 50,947,000 $ 1,581,395 $ 278,949 $ (139,474) $ 139,474 $ 69,737 $ 69,737 $ 139,474
Museum of Fine Arts $ 66,220 $ 282,450,999 $ 8,767,279 $ 2,062,784 $ (1,031,392) $ 1,031,392 $ 32,133 $ 36,787 $ 68,920
Museum of Science $ ‐ $ 34,903,500 $ 1,083,405 $ 154,451 $ (77,226) $ 77,226 $ ‐ $ ‐ $ ‐
New England Aquarium $ ‐ $ 70,176,100 $ 2,178,266 $ 428,167 $ (214,083) $ 214,083 $ ‐ $ ‐ $ ‐
WGBH $ ‐ $ 49,902,500 $ 1,548,974 $ 270,843 $ (135,422) $ 135,422 $ 67,711 $ 67,711 $ 135,422
TOTAL $ 302,858 $ 643,406,162 $ 19,971,327 $ 3,796,224 $ (1,898,112) $ 1,898,112 $ 226,584 $ 231,238 $ 457,822

GRAND TOTAL $ 15,146,992 $ 13,746,117,588 $ 426,679,490 $ 97,556,941 $ (50,150,131) $ 47,406,810 $ 16,027,947 $ 16,054,894 $ 32,082,841


 = Institution contributed a cash PILOT and qualifying community benefits in the amount requested by the City


 17 2016
 Updated July 18,
_____________________________________________________________________________________________

 Appendix B
 City of Boston
 Community Benefits
 Presentations
 Incorporating Community Benefits
 into Boston’s PILOT Program
 PILOT Task Force Meeting www.cityofboston.gov/pilot
 June 11, 2009




 Draft – For Policy Making Purposes Only




Task Force Goals
 The Task Force is challenged with completing the following tasks:

 1. Set a standard level of contributions – in programs and payments – to be met by
 all major nonprofit land holders in Boston.

 2. Develop a standard methodology for valuing the community partnerships made
 by tax-exempt institutions.

 3. Propose a structure for a consolidated program and payment negotiation system,
 which will allow the City and its tax-exempt institutions to structure longer term,
 sustainable partnerships focused on improving services for Boston’s residents.

 4. Clarify the costs associated with providing City services to tax-exempt
 institutions.

 5. If necessary, provide recommendations on legislative changes needed at the City
 or state level.
Draft – For Policy Making Purposes Only
Materials Gathered
 The Task Force requested materials from the eight largest tax-
 exempt land-owning institutions
 • Harvard University
 • Boston University
 • Boston College
 • Northeastern University
 • Massachusetts General Hospital
 • Brigham and Women’s Hospital
 • Beth Israel Hospital
 • Children’s Hospital

 Materials provide a sample of community benefits accounting
 practices across our key non-profit sectors (hospitals and
 universities)


Draft – For Policy Making Purposes Only




How Community Benefits are Currently
Incorporated in PILOT Program
 Institutions Can Contribute a Portion of their PILOT Payment
 through Community Services

  Up to 25% of PILOT payment can be made through community services

  Applies only to new services or contributions performed above and beyond
 what was provided prior to the execution of the PILOT agreement

  Credit applied to negotiated PILOT amount, not 25% of taxable value

  Approximately one-half of PILOT-contributing organizations take advantage
 of community service deductions

  Community service deductions are reviewed regularly by the Assessing
 Department.


Draft – For Policy Making Purposes Only
Types of Community Activities
Noted in Submissions
 Contributions to PILOT Program Provision of Public Services
 PILOT Payments Snow Removal / Street Cleaning
 Construction / Maintenance of a Public Facility
 Other Cash Transfers Public Use of Facilities
 Real Estate Taxes
 Linkage Payments Policy Based Collaborations
 Permits, Inspection Fees Public/Community Health Initiatives
 Partnerships with Local Schools
 Employment/Economic Impact Benefits Job Training Initiatives
 Student Spending
 Salaries Paid to Employees & Multiplier Effect Medical Care
 Across Economy Operating Support for Community Health Clinics
 Construction Costs Free Care (Safety Net Care)
 Purchase of Goods, Services Unreimbursed Medicare or Medicaid
 Grants Received / Outside Money Leveraged
 ‘Good Neighbor’ Activities
 Participation in Mayoral Initiatives Volunteer Efforts of Students/Employees
 Scholarships Donations to Neighborhood Assns. / Main Streets
 Summer Job Creation / Youth Employment Corporate Leadership, Sponsorships
 Step Up Initiative
 Mayor’s Health Disparities Initiative Other Efforts
 Housing Initiatives / Neighborhood Development
 Cultural Programs (e.g. Arts Initiatives, etc.)
Draft – For Policy Making Purposes Only Outreach Programs or Community Education




Discussion




Draft – For Policy Making Purposes Only
City of Boston Priorities in
Community Services
 Methodology which is:
  Consistent
  Transparent
  Accepted by our institutional partners
  Quantifiable, allowing for reliable administration

 Services and collaborations that:
  Directly benefit City of Boston residents
  Support the City’s mission
  Address the highest needs of the community
  Leverage the skills and capacities of our institutional partners

 Investments which are:
  Above and beyond what is currently provided for IMP negotiations, Article
 80 negotiations, Determination of Need procedures, etc.
  Unique from activities for which an institution receives reimbursement

Draft – For Policy Making Purposes Only
 Incorporating Community Benefits
 into Boston’s PILOT Program (Cont.)
 www.cityofboston.gov/pilot
 July 20, 2009




 Draft – For Policy Making Purposes Only




Types of Community Activities
Noted in Submissions
 Contributions to PILOT Program Provision of Public Services
 PILOT Payments Snow Removal / Street Cleaning
 Construction / Maintenance of a Public Facility
 Other Cash Transfers Public Use of Facilities
 Real Estate Taxes
 Linkage Payments Policy Based Collaborations
 Permits, Inspection Fees Public/Community Health Initiatives
 Partnerships with Local Schools
 Employment/Economic Impact Benefits Job Training Initiatives
 Student Spending
 Salaries Paid to Employees & Multiplier Effect Medical Care
 Across Economy Operating Support for Community Health Clinics
 Construction Costs Free Care (Safety Net Care)
 Purchase of Goods, Services Unreimbursed Medicare or Medicaid
 Grants Received / Outside Money Leveraged
 ‘Good Neighbor’ Activities
 Participation in City Initiatives Volunteer Efforts of Students/Employees
 Scholarships Donations to Neighborhood Assns. / Main Streets
 Summer Job Creation / Youth Employment Corporate Leadership, Sponsorships
 Step Up Initiative
 Mayor’s Health Disparities Initiative Other Efforts
 Housing Initiatives / Neighborhood Development
 Cultural Programs (e.g. Arts Initiatives, etc.)
Draft – For Policy Making Purposes Only Outreach Programs or Community Education
Review of Community Benefit Suggestions
Made at June Task Force Meeting
Qualifies for PILOT Credit Requires Further Doesn’t Qualify for PILOT
 Clarification: Credit
Contributions to PILOT Program Provision of Public Services Other Cash Transfers
 PILOT Payments Snow Removal / Street Cleaning Real Estate Taxes
 Construction / Maintenance of a Linkage Payments
 Participation in City Initiatives Public Facility Permits, Inspection Fees
 Scholarships Public Use of Facilities
 Summer Job Creation / Youth Employment/Economic Impact
 Employment ‘Good Neighbor’ Activities Benefits
 Step Up Initiative Volunteer Efforts of Student Spending
 Health Disparities Initiative Students/Employees Salaries Paid to Employees &
 Donations to Neighborhood Assns. / Multiplier Effect Construction Costs
 Policy Based Collaborations Main Streets Purchase of Goods, Services
 Public/Community Health Corporate Leadership, Sponsorships Grants Received / Outside Money
 Initiatives Leveraged
 Partnerships with Local Schools
 Job Training Initiatives Medical Care
 Operating Support for Community
 Health Clinics
 Free Care (Safety Net Care)
 Unreimbursed Medicare or Medicaid

Draft – For Policy Making Purposes Only




Participation in City Initiatives
& Policy Based Collaborations
Discussion Topics Providing Guidance to Institutions Wishing to
 Participate in City Initiatives/Policy Based
 Collaborations

 Mayor’s State of the City Address
  Participation in City Initiatives (January)
 Scholarships
 Summer Job Creation / Youth
 Employment Guidance on City Priorities Issued to PILOT-Eligible
 Step Up Initiative Institutions (mid-February)
 Health Disparities Initiative

 Policy Based Collaborations
 Public/Community Health Notice of Plans to Participate Submitted to City (mid-
 Initiatives March)
 Partnerships with Local Schools
 Job Training Initiatives
 Contributions Reflected in City’s Proposed Budget
 (April)


Draft – For Policy Making Purposes Only
Provision of Public Services

Discussion Topics Snow Removal / Street Cleaning
 Basic Maintenance Activities raises questions of
 Provision of Public Services who determines whether this is needed and to whom
 Snow Removal / Street Cleaning
 Construction / Maintenance of a the benefit accrues?
 Public Facility
 Public Use of Facilities
 Construction / Maintenance of a Public Facility
 ‘Good Neighbor’ Activities In order to qualify for PILOT credit, it must be a
 Volunteer Efforts of City of Boston facility, not simply one that is
 Students/Employees
 Donations to Neighborhood Assns. / accessible to the public
 Main Streets
 Corporate Leadership, Sponsorships
 Public Use of Facilities
 Should be incorporated into ‘Good Neighbor’
 Activities



Draft – For Policy Making Purposes Only




Provision of Public Services

Discussion Topics

Provision of Public Services
 Snow Removal / Street Cleaning ‘Good Neighbor’ contributions to be recognized
 Construction / Maintenance of a
 Public Facility through separate awards program administered by
 the Mayor’s Office.
 ‘Good Neighbor’ Activities
 Volunteer Efforts of
 Students/Employees
 Donations to Neighborhood Assns. /
 Main Streets
 Corporate Leadership, Sponsorships
 Public Use of Facilities




Draft – For Policy Making Purposes Only
Other Methodology
Questions
 Contributions to PILOT Program Provision of Public Services
 PILOT Payments Snow Removal / Street Cleaning
 Construction / Maintenance of a Public Facility
 Other Cash Transfers Public Use of Facilities
 Real Estate Taxes
 Linkage Payments Policy Based Collaborations
 Permits, Inspection Fees Public/Community Health Initiatives
 Partnerships with Local Schools
 Employment/Economic Impact Benefits Job Training Initiatives
 Student Spending
 Salaries Paid to Employees & Multiplier Effect Medical Care
 Across Economy Operating Support for Community Health Clinics
 Construction Costs Free Care (Safety Net Care)
 Purchase of Goods, Services Unreimbursed Medicare or Medicaid
 Grants Received / Outside Money Leveraged
 ‘Good Neighbor’ Activities
 Participation in City Initiatives Volunteer Efforts of Students/Employees
 Scholarships Donations to Neighborhood Assns. / Main Streets
 Summer Job Creation / Youth Employment Corporate Leadership, Sponsorships
 Step Up Initiative
 Mayor’s Health Disparities Initiative Other Efforts
 Housing Initiatives / Neighborhood Development
 Cultural Programs (e.g. Arts Initiatives, etc.)
Draft – For Policy Making Purposes Only Outreach Programs or Community Education




PILOT Programs in
Other Areas
   St. Paul, MN: Non-profits and commercial property owners both charged a
  “Right of Way Assessment Fee” to pay for street maintenance (rate per linear foot
  of curb space)
   Burlington, VT: PILOTs based on square footage, with increases taking effect
  when institution expands.
   Hanover, NH: Dorms and kitchens are taxable (collected $3 million in 2007
  from Dartmouth College in property taxes alone).
   New Haven, CT: Payment calculated by multiplying # of beds (hospital or
  college) and full-time employees by $250, with escalation rate based on changes in
  the Consumer Price Index.
   Ann Arbor, MI: University of Michigan conducts its own snow removal and
  owns and pays associated costs for a fire station building on its campus.

Draft – For Policy Making Purposes Only
City of Boston Priorities in
Community Services
 Methodology which is:
  Consistent
  Transparent
  Accepted by our institutional partners
  Quantifiable, allowing for reliable administration

 Services and collaborations that:
  Directly benefit City of Boston residents
  Support the City’s mission
  Address the highest needs of the community
  Leverage the skills and capacities of our institutional partners

 Investments which are:
  Above and beyond what is currently provided for IMP negotiations, Article
 80 negotiations, Determination of Need procedures, etc.
  Unique from activities for which an institution receives reimbursement

Draft – For Policy Making Purposes Only
 PILOT Task Force
 Community Benefit Criteria
  Qualifies for PILOT Credit Requires Further Doesn’t Qualify for PILOT
 Clarification: Credit
  Contributions to PILOT Program Provisions of Public Services Other Cash transfers
  PILOT Payments Snow Removal / Street Cleaning Real Estate Taxes on Property used for
 Construction Maintenance of a Public Non-institutional Purposes
  Participation in City Initiatives Facility Linkage Payments
  Targeted scholarships for Boston Public Use of Facilities Permits Inspection Fees
 113
  residents
  Summer Job Creation / Youth ‘Good’ Neighbor' Activities Employment/Economic Impact
  Employment Volunteer Efforts of Benefits
  Set Up Initiative Students/Employees Student Spending
  Health Disparities Initiative Donations to Neighborhood Assns./ Salaries Paid to Employees &
 Main Streets Multiplier Effect Construction Costs
  Policy Based Collaborations Corporate Leadership, Sponsorships Purchase of Goods, Services
  Public/Community Health Initiatives Grants Received / Outside Money
  Partnerships with Local Schools Leverage
  Job Training Initiatives
 Medical Care
 Operating Support for Community
  Other Cash Transfers
 Health Clinics
  Real Estate Taxes on Property used
 Free Care (Safety Net Care)
  for Institutional Purposes
 Unreimbursed Medicare or Medicaid
Draft – For Policy Making Purposes Only
_____________________________________________________________________________________________

 Appendix C
 Sample Community
 Benefits Submissions
 City of Boston FY17
 INSTITUTION NAME: Boston University FINANCIAL YEAR: FY 2012
 Cash, In-Kind,
 Program Name Brief Program Description Amount ($) or Both1 1-time or Ongoing2 Who is Served3 Program Initiator4 Partners5

 Every year, Boston University provides
 approximately 25 full-tuition, four-year Graduates from Boston
 Boston High School Scholarships $3,179,010 In-Kind Ongoing since 1973
 scholarships to students who graduate public high schools
 from Boston public high schools.

 Ongoing since 2001
 Boston University offers a one-week
 (for one-week
 academic orientation to the Boston
 residential program)
 Boston High School Scholars High School Scholars in advance of Boston High School
 $36,632 In-Kind 1986 for orientation
 Orientation & Retention their freshman year. Retention support Scholars
 programming for
 for enrolled Scholars is provided
 this target
 through extensive advising services.
 population

 Established to meet, without loans, the
 full calculated financial eligibility of any
 admitted Boston Public High School
 Graduates from Boston
 BU Community Service Awards graduate. After the first academic $6,073,940 In-Kind Ongoing since 2009
 public high schools
 semester, recipients must perform 25
 hours of community service per
 semester.

 Awarded to full-time city of Boston
 Boston City Employee Scholarships $280,596 In-Kind Ongoing City of Boston employees
 employees taking part-time classes

 Awarded to city of Boston teachers for
 Boston Teacher Scholarships $17,440 In-Kind Ongoing City of Boston teachers
 enrollment in one class

 SUBTOTAL: Scholarships Available to Residents of City of Boston Only: $9,587,618

 Step UP is a city-wide project that
 directs key resources from Boston
 University and four other top
 universities to ten Boston Public Ongoing since FY
 STEP UP Initiative $141,391 In-Kind Boston Public Schools
 Schools. The goal is to give Boston 2008
 students the best education possible
 and to help them reach their full
 potential.

 This collaborative program provides a
 variety of services and access to
 Boston Public Schools Collaborative $50,620 In-Kind Ongoing since 1976 Boston Public Schools
 University resources for selected
 Boston public schools.

 Use of Boston University's Track and Boston Public Schools
 Donated Use of Athletic Facilities $5,100 In-Kind Ongoing
 Tennis Center and Walter Brown Arena and Boston Police




FY13 Boston Univ CB Report.xlsx printed on 8/6/2013
 INSTITUTION NAME: Boston University FINANCIAL YEAR: FY 2012
 Cash, In-Kind,
 Program Name Brief Program Description Amount ($) or Both1 1-time or Ongoing2 Who is Served3 Program Initiator4 Partners5

 Sports camp scholarships awarded to
 Summer Camp Initiative $8,550 In-Kind Ongoing since 2012 Boston residents
 Boston residents

 Funded by the Boston University
 School of Education, this program
 offers the purchase of supplemental
 The Consortium (Boston Cluster) books for classrooms, support for field $16,000 In-Kind Ongoing Boston Public Schools
 trips, software programs for teaching,
 and professional development,
 including conference attendance.

 These programs serve low-income,
 first generation college-going high
 school students. Although this six-
 week summer program is federally
 Upward Bound and Upward Bound funded, the federal grant does not
 $55,804 In-Kind Ongoing Boston residents
 Math/Science provide sufficient funding to cover the
 costs of room and board at the
 University. The amount includes the
 funds that BU provides to cover the
 residence hall and dining expenses.

 Subtotal: Additional Benefits Offered to Residents of City of Boston only: $277,465

 TOTAL $9,865,083



1
 Does the institution's support for the program include a cash outlay, non-cash contributions (ex: use of property, equipment, supplies, etc), or a mixture of the two? If a mixture, please provide the approximate % of cash vs. in-kind.

2
 Is the program a one-time expenditure by the institution or is it part of multi-year commitment? If multi-year, please indicate the length of the commitment.
3
 Who is the target beneficiary of the program (ex: Boston youths with asthma)? Please be specific.
4
 Who started the program (i.e. institution, Mayor, Police Commissioner, School Superintendent, etc)? Please be specific.




FY13 Boston Univ CB Report.xlsx printed on 8/6/2013
 City of Boston FY 2017/BIDMC FY 2016 PILOT Report

Community Benefits Report City of Boston – Fiscal Year 2017
Beth Israel Deaconess Medical Center
BIDMC Fiscal Year: FY 2016 (Oct. 1, 2015 – Sept 30, 2016)

 Cash, In-
 FY16 Amount 1-time or Program
 Program Name Brief Program Description kind, or Who is Served Partners
 ($)* Ongoing Initiator
 Both
 Provide funding to allow The
 Dimock Center to provide
 The Dimock Center's intensive clinical services to
 Year 2 of
  Women’s Renewal address the complex needs
 $10,000 Cash 2-year Boston residents Institution The Dimock Center
 Clinical Stabilization of women in early recovery
 commitment
 Services from substance use. Support
 women who have ongoing
 issues with substance use.
 Boston Area Rape Crisis
 Center, SANE (Sexual
 Assault Nurse Examiner
 Provide advocacy and
 Program), Boston Public
 counseling services to
 Health Commission,
 empower and assist adults
 Violence Intervention
 and youth and/or their
 Programs of BMC, BWH,
  Victims of Violence families who have $806,900 In-kind Ongoing Boston residents Institution
 and MGH, CHA's Homicide
 experienced violence
 Bereavement Program,
 (sexual, domestic,
 Louis D. Brown Peace
 community violence,
 Institute, Bowdoin Street
 homicide bereavement).
 Health Center, Equal Justice
 Legal Fellow in conjunction
 with Casa Myrna

 Provide emergency
 Boston Area Rape Crisis
  Domestic Violence overnight stays for battered
 Center, GLBTQ Domestic
  and Sexual Assault and/or sexually assaulted $51,000 In-kind Ongoing Boston residents Institution
 Violence Project, Jane Doe,
 Victim Assistance patients without safe shelter
 Inc., The Network/La Red
 or home.

*All amounts have been rounded to the nearest $100




 1
 City of Boston FY 2017/BIDMC FY 2016 PILOT Report

 Cash, In-
 FY16 Amount 1-time or Program
 Program Name Brief Program Description kind, or Who is Served Partners
 ($)* Ongoing Initiator
 Both
 Provide support and
 education to advocates
 Boston-based
 working with victims of
 advocates
 Advocate Education domestic violence, sexual Eastern Bank, MA Office for
 $50,000 In-kind Ongoing working with Institution
 and Support Project assault, and other forms of Victim Assistance
 victims of
 violence who themselves
 violence
 suffer from secondary
 traumatic stress.
 Provide funding for
 counseling, support groups,
 advocacy, and referral
 services for Lesbian, Gay,
 Boston’s LGBT
 Fenway Health Bisexual and Transgender $5,000 Cash One-time Institution Fenway Health
 community
  Violence Recovery (LGBT) victims of bias crime,
 Program domestic violence, sexual
 assault, and police
 misconduct.
 Begin planning to enable
 Bowdoin Street Health
 Center to link primary care
 Bowdoin Street and substance use Bowdoin Street Health
 $15,000 In-kind One-time Boston residents Institution
 Health Center treatment to support Center
 Office-Based Opioid patients with ongoing
 Treatment substance use issues.
 Develop program to
 empower youth from
 Bowdoin/Geneva Year 2 of Residents of
  Youth Leadership neighborhood to develop Bowdoin Street Health
 $5,500 In-kind 2- year pilot Bowdoin/Geneva Institution
 Program leadership skills, prevent Center
 neighborhood
 violence and create change
 in their community.
*All amounts have been rounded to the nearest $100




 2
 City of Boston FY 2017/BIDMC FY 2016 PILOT Report

 Cash, In-
 FY16 1-time or Program
  Program Name Brief Program Description kind, or Who is Served Partners
 Amount ($)* Ongoing Initiator
 Both

 Summer employment and
 enrichment program for
 BPS, Boston Public Health
 Bowdoin-Geneva neighborhood
 Commission, Boston Youth
 youth as part of Violence
 Fund, St. Mary's Center for
 Intervention and Prevention
 Boston youth Women and Children,
 Program. Provide Boston youth
 (BPS high school International Institute of
 with paid summer jobs and
  Youth and Adult students and out- Boston, Bottom Line,
 internships at BIDMC. Host Cash &
 Employment $224,900 Ongoing of-school youth) Mayor/Institution Career Collaborative, YMCA
 Boston Public School (BPS) In-kind
 Programs and adults Training Inc., Sociedad
 students for job shadowing.
 seeking Latina, ABCD, Boston
 Host adults in training
 employment Private Industry Council,
 internships and assist
 Bowdoin Street Health
 community-based organizations
 Center, Bunker Hill
 in coaching job applicants. Host
 Community College
 Learn and Earn program at
 Bunker Hill Community College.


 Racially and
 Facilitate career growth and Boston residents,
 Ethnically Diverse Cash &
 networking for multicultural $16,000 Ongoing including BIDMC Institution The Partnership
 Leadership In-kind
 professionals in Boston. employees
 Development

*All amounts have been rounded to the nearest $100.




 3
 City of Boston FY 2017/BIDMC FY 2016 PILOT Report

 Cash,
 FY16 1-time or Program
  Program Name Brief Program Description In-kind, Who is Served Partners
 Amount ($)* Ongoing Initiator
 or Both
 Provide outreach grants to community
 health centers to enable them to
 address identified community health
 Low-income Boston
 needs and health disparities. The
 residents. Particular Bowdoin Street
 grants support education and
 focus on individuals Health Center, Charles
 programs for low-income, racially,
Access to Preventive who face barriers in River Community
 ethnically, and linguistically diverse,
  Primary Care for health care access due Health, The Dimock
 and medically vulnerable Boston
 Medically $2,582,100 Cash Ongoing to race, ethnicity, Institution Center, Fenway Health,
 residents. Partner with community
 Underserved sexual orientation, Sidney Borum Jr.
 health centers to increase access to
 Communities gender identity, Health Center, South
 quality patient-centered medical
 immigration status, and Cove Community
 homes that include primary care,
 linguistic and literacy Health Center
 mental health, substance use
 limitations.
 treatment, and oral health for
 individuals who are low-income,
 uninsured, and underinsured.
 Bay Cove Human
 Provide outreach, support, and care Low-income,
  Kit Clark Senior Services (Kit Clark
 coordination for elderly residents of $45,000 In-kind Ongoing vulnerable seniors in Institution
 Services Senior Services),
 Dorchester. Dorchester
 Evercare
 Provide staffing and support for
 health programs at the Wellness
 Center which includes an exercise
Wellness Center at studio, weight room, and Residents of the
 Bowdoin Street Health
 Bowdoin Street demonstration kitchen. Promote $29,100 In-kind Ongoing Bowdoin/Geneva Institution
 Center
  Health Center healthy lifestyles and make physical neighborhood
 activity and healthy eating more
 accessible in the Bowdoin/Geneva
 neighborhood.
 Institution/
 Collaborate to keep Dorchester Brookline
 Residents of Bowdoin Street Health
 residents with complicated physical Community
 Healthy Lives $1,000 In-kind Ongoing Bowdoin/Geneva Center, Brookline
 and behavioral health issues stable Mental
 neighborhood Community Mental
 and in their community. Health
 Health Center
 Center
 *All amounts have been rounded to the nearest $100.




 4
 City of Boston FY 2017/BIDMC FY 2016 PILOT Report

 Cash,
 FY16 1-time or Program
  Program Name Brief Program Description In-kind, Who is Served Partners
 Amount ($)* Ongoing Initiator
 or Both
 Provide funding to promote positive
 behavior change through education
 and the elimination of barriers to Boston residents,
The Live and Learn Charles River
 adopting healthier lifestyles by $30,000 Cash Ongoing especially residents of Institution
 Project Community Health,
 proactively reaching out to diabetic Allston/Brighton
 Joslin Diabetes Center
 patients who are overdue for diabetes
 care services.

 Provide a safe and supportive setting
 in which transgender individuals can Boston residents who Butterfly Music
Transgender Support
 work on voice modification as well $5,000 In-kind Ongoing identify as transgender Institution Transgender Chorus of
 Group
 address the psychological and social or gender-variant Boston
 aspects of transitioning.

 Atrius Heath,
 Massachusetts HIV
 Drug Assistance
 Program, Ryan White
 Provide support for individuals living Dental Program, Mass
 with HIV and AIDS making difficult Boston residents with Insurance Commission,
HIV Support Group $39,600 In-kind Ongoing Institution
 decisions regarding health insurance, HIV and AIDS Community Servings,
 housing, and more. AIDS Action
 Committee, AIDS
 Support Group of Cape
 Cod and Justice
 Resource Institute

 Host a quarterly symposium for
 Sobremesa: Network of bilingual,
 Boston-based bilingual, bicultural Boston-based bilingual,
 Symposium for bicultural mental health
 mental health clinicians serving the bicultural mental health
 bilingual, bicultural $11,500 In-kind Ongoing Institution clinicians and outreach
 Latino community to share resources clinicians who work
 mental health workers who serve the
 and research and learn from experts with Latino clients
 clinicians Latino community.
 in Cultural Psychiatry.

 *All amounts have been rounded to the nearest $100.




 5
 City of Boston FY 2017/BIDMC FY 2016 PILOT Report

 Cash,
 FY16 1-time or Program
Program Name Brief Program Description In-kind, Who is Served Partners
 Amount ($)* Ongoing Initiator
 or Both
 Boston residents with a
 focus on BPS students,
 their families, and
 teachers at the
 following schools:
 Bridge Boston, Brooke
 Curley, Dearborn
 STEM, Dorchester
 High, Edwards, Ellis
 Provide education on the
 Mendell, Excel Orient
 health benefits of walking and
 Heights, Frederick,
 walking kits with pedometers
 Gardner Pilot, Boston Public Schools, Boston Public
 The Walking to Boston Public Schools
 $29,400 In-kind Ongoing Hernandez, Hurley, Institution Health Commission, Boston Red Sox,
 Club (BPS). Thousands of BPS
 Irving, Jackson/Mann, American Heart Association
 students, school staff, and
 Kennedy, King, Lee,
 adult residents of Boston are
 KIPP, Mario Umana,
 enrolled in the Walking Club.
 Match, McCormack,
 McKay, Ohrenberger,
 Orchard Gardens,
 Ostiguy, Perkins,
 Prescott, Roosevelt
 Upper, TechBoston,
 Timilty, UP Academy
 Holland, UP Academy
 Boston, Warren
 Address racial and ethnic Boston residents, Boston Public Health Commission,
 health disparities related to especially low-income Bowdoin Street Health Center, Ward's
 obesity and lack of access to residents, children, and Berry Farm, The Food Project,
 affordable, healthy food by racial/ethnic minorities. Trustees of Reservations, Urban
 supporting farmers markets Farmers markets Farming Institute of Boston, Mayor's
 throughout Boston, engaging located in Allston, Office of Food Initiatives, Dorchester
 Institution/
 youth in urban gardening, Allston Village, Jamaica North WIC Office, Dorchester
 Boston
 Healthy and collaborating with corner Plain, Dorchester Community Food Co-op, Bowdoin
 $50,000 In-kind Ongoing Public
  Dorchester store owners to stock fresh (Bowdoin-Geneva and Geneva Main Streets, Teen Center at
 Health
 foods. Support community Codman Square), St. Peter's, Gertrude E. Townsend
 Commission
 health center programs that Mattapan, East Boston, Head Start, Dorchester Neighborhood
 provide Boston residents with Roxbury (Dudley Service Center, Dorchester Cares, The
 nutrition education, access to Square and Mission Williams Agency, Northwest Atlantic
 healthy foods, and Hill), West Roxbury, Marine Alliance, Healthcare Without
 opportunities for physical Roslindale, and South Harm, Boston Farmers Markets
 activity. Boston.
*All amounts have been rounded to the nearest $100.


 6
 City of Boston FY 2017/BIDMC FY 2016 PILOT Report

 Cash,
 FY16 1-time or Program
Program Name Brief Program Description In-kind, Who is Served Partners
 Amount ($)* Ongoing Initiator
 or Both
 Provide funding to spread
 creative, evidence-based
 practices at Charles River
 Boston residents,
Active Living, Community Health to increase Ongoing Charles River Community Health
 $5,000 Cash especially residents Institution
Healthy Eating the number of children, Center, Charlesview Apartments
 of Allston/Brighton
 youth, and adults who are
 physically active and consume
 a healthy, balanced diet.
 Boston Medical Center, Dana Farber
 Host a quarterly meeting of a
 Cancer patient Cancer Institute, Massachusetts
Cancer Patient city-wide Patient Navigator
 navigators in the city General Hospital, Mattapan
  Navigator Network to support their work $900 In-kind Ongoing Institution
 of Boston and Community Health Center, MGH
  Network assisting cancer patients to
 patients Chelsea, Neponset Health Center,
 obtain services.
 Cambridge Health Alliance
 Provide funding to expand
 Cancer Boston residents,
 preventive cancer screenings
Screening and $5,000 Cash One-time especially residents Institution Charles River Community Health
 for cervical, breast, and
 Prevention of Allston/Brighton
 colorectal cancers.
*All amounts have been rounded to the nearest $100.




 7
 City of Boston FY 2017/BIDMC FY 2016 PILOT Report

 Cash,
 FY16 1-time or Program
 Program Name Brief Program Description In-kind, Who is Served Partners
 Amount ($)* Ongoing Initiator
 or Both
 Boston EMS Station No. 16, the base
 station and quarters for Ambulance #16
 and Paramedic Unit #16, is located in
 facilities owned and maintained by
 Boston residents,
 BIDMC. Station facilities include garage,
 Boston especially
 storage/mechanical rooms, and
  Emergency residents of Boston Emergency
 office/kitchen/living quarters to $203,200 In-kind Ongoing Institution
Medical Services Longwood, Medical Services
 house Boston EMS equipment and
 Station No. 16 Fenway, Mission
 personnel. Station No. 16's strategic
 Hill, and Roxbury
 location allows Boston EMS to reduce
 response times for medical emergencies
 and enhances its ability to protect the
 safety and health of Boston residents.
Maintenance of Maintenance and upkeep of Joslin Park
 Joslin Park and and five public bus stops adjacent to $32,800 In-kind Ongoing Boston residents Institution
Public Bus Stops BIDMC Longwood campus.
 Collaborate with the Boston Police
 Department and State and Federal
 authorities to significantly enhance BIDMC
 public safety on the BIDMC campus for community
 Boston residents, in surrounding including
 Boston Police Department,
BIDMC Enhanced neighborhoods, and at the Bowdoin patients, visitors,
 Massachusetts State Police,
 Public Safety Street Health Center. These investments $1,073,700 In-kind Ongoing staff, and Boston Institution
 Suffolk County Sheriff's
 Investments in highly trained law enforcement residents in
 Department
 personnel and enhanced technology neighborhoods
 proactively and significantly reduce the near BIDMC
 risk of public safety threats, ensure swift facilities
 diffusion of immediate threats, and
 provide heightened readiness.
 Provide trainings for Boston-based
 Boston Public Health
 hospitals. Conduct emergency
 Commission, MA Department
 preparedness drills at BIDMC. The
 of Public Health, Boston
 BIDMC emergency management team Institution/
 Emergency Boston residents, Police, Boston Fire, Boston
 supported two major, planned events Boston Public
Preparedness and $79,700 In-kind Ongoing neighborhoods, Emergency Medical Services,
 (Boston's July 4th celebration and Health
  Management and hospitals Mayor's Office of Emergency
 Boston Marathon) and collaborated in Commission
 Management, MASCO, Medical
 twenty-one exercises or events which
 Intelligence Center, Bowdoin
 included city, state and/ or federal
 Street Health Center
 partners.
*All amounts have been rounded to the nearest $100.



 8
 City of Boston FY 2017/BIDMC FY 2016 PILOT Report


 Cash, In-
 FY16 1-time or Who is Program
Program Name Brief Program Description kind, or Partners
 Amount ($)* Ongoing Served Initiator
 Both
 Provide funding for weekly
  Infectious infectious disease consultation
 Disease in the community on HIV/HCV Year 4 of Boston
  Screening, co-infection and care, with an $10,000 Cash 5-year residents with Institution Dimock Center, Liver Center
Treatment and emphasis on access to care, commitment HIV
  Prevention initiation and completion of
 HCV therapy.

 ABCD, AIDS Action Committee,
 Boston Center for Independent Living,
 Boston
 Community Servings, Faith-Based
 residents with
 Provide funding to community- Cancer Disparities Network, Fenway
 a focus on
 based organizations for various Community Development Corporation,
 those who are
 community programs that Fenway Health, GLAD, Greater
  Community- low-income,
 benefit Boston residents, Boston Food Bank, Greater Boston
Based Programs $49,500 Cash Ongoing persons with Institution
 particularly those who are low- Interfaith Organization, Health Care
 in Boston disabilities,
 income, persons with for All, Health Care Without Harm,
 and racially
 disabilities, and racially and Hyde Square Task Force, Louis D.
 and ethnically
 ethnically diverse communities. Brown Peace Institute, Mass League
 diverse
 of Community Health Centers, Mission
 communities.
 Hill Health Movement, Pine Street
 Inn, Sociedad Latina, YWCA Boston

*All amounts have been rounded to the nearest $100.


Total: $5,466,800*
*Based on rounded individual financial totals




 9
MAINE MEDICAL CENTER $ 300,989,720
PORTLAND WATER DISTRICT $ 135,612,240
UNIVERSITY OF MAINE $ 97,185,500
CUMBERLAND COUNTY OF $ 70,727,890
PORTLAND HOUSING AUTHORITY $ 58,908,580
ECOMAINE $ 56,191,010
UNITED STATES GOVERNMENT
MERCY HOSPITAL $ 45,318,560
 $ 46,234,440
 Appendix D
UNIVERSITY OF NEW ENGLAND $ 38,259,900 List of City of Portland
STATE OF MAINE $ 33,998,680
 Nonprofits with Property
AFRICAN METHODIST EPIS ZION $ 22,583,410
PORTLAND MUSEUM OF ART $ 20,637,080 Valuations above $2M
JHA ASSISTED LIVING INC $ 18,569,700
MAINE COLLEGE OF ART $ 14,971,220
THE PARK-DANFORTH $ 12,828,400
WAYNFLETE SCHOOL $ 11,844,700
ST IGNATIUS RESIDENCE OF THE $ 11,236,700
DIOCESAN BUREAU OF HOUSING $ 10,816,800
HFA HUD PROPERTIES LLC $ 10,205,500
COUNCIL INTERNATIONAL STUDY $ 9,102,700
HOME FOR AGED WOMEN $ 8,798,450
HOME FOR THE AGED $ 8,454,700
SHALOM HOUSE INC $ 7,822,250
CEDARS NURSING CARE $ 7,766,500
YOUNG MENS CHRISTIAN ASSOC OF $ 6,601,400
AVESTA HOUSING DEVELOPMENT $ 6,409,600
SALVATION ARMY THE $ 6,352,250
ST JOSEPH'S MANOR $ 6,018,300
SPURWINK SCHOOL $ 5,083,260
MASONIC TRUSTEES OF PORTLAND $ 4,866,900
PORTLAND VOA ELDERLY $ 4,461,400
GOODWILL INDUSTRIES OF MAINE $ 3,989,000
ALLEN AVENUE UNITARIAN $ 3,866,000
PREBLE STREET RESOURCE $ 3,551,300
BREAKWATER SCHOOL $ 3,522,400
MAINE HISTORICAL SOCIETY $ 3,487,900
GULF OF MAINE PROPERTIES INC $ 3,463,900
PORTLAND BOYS CLUB ASSOC $ 3,291,200
APOSTOLIC FAITH ASSEMBLY $ 3,100,100
EMC AFFORDABLE HOUSING $ 3,017,100
THE JEWISH COMMUNITY $ 2,974,480
BETH HACNESES ANSHE SFARD $ 2,874,260
BRACKETT MEMORIAL METHODIST $ 2,805,560
CHILDREN'S MUSEUM OF MAINE $ 2,719,200
ST JOSEPH'S CONVENT & $ 2,398,700
ROMAN CATHOLIC BISHOP OF $ 2,385,700
CATHOLIC CHARITIES MAINE $ 2,355,100
AMERICAN NATIONAL RED CROSS $ 2,319,400
IRISH HERITAGE CENTER $ 2,296,100
CENTRAL SQUARE BAPTIST CHURCH $ 2,289,730
FLORENCE HOUSE HOUSING $ 2,283,100
THE IRIS NETWORK $ 2,133,200
CHARISMATIC EPISCOPAL CHURCH $ 2,018,000
 $ 778,240,420
 $ 778,240.42
 $ 16,856,687 Full Tax (if non-exempt)
 $ 4,214,172 25% of regular levy