Economic Development Committee

ECONOMIC DEVELOPMENT COMMITTEE DATE: February 6, 2018 (Tuesday) TIME: 5:30 – 7:30 p.m. LOCATION: Room 209 Portland City Hall 1. Communication: Minutes of previous meetings held on October 3, 2017, October 24, 2017, and November 28, 2017. 2. Public Hearing and vote to recommend to the City Council a lease at 94 Free Street and Spring Street Parking Garage Revenue Sharing Agreement to support the Maine Mariners Eastern Conference Hockey Team League. a. See enclosed memorandum from Greg Mitchell with proposed Lease and Parking Garage Revenue Sharing Agreement. NOTE: Pursuant to 1 M.R.S.A. 405(6)(C), the Committee may go into executive session to discuss real estate negotiations for the proposed lease of City property and proposed financial appropriations associated with the proposed parking garage agreement and provide guidance to staff. 3. Public Hearing and vote to recommend to the City Council adding additional properties to the City Waterfront Tax Increment Financing District. a. See enclosed memorandum with Waterfront Draft TIF District Amendments from Greg Mitchell 4. EDC Work Plan Accomplishments during 2017, and Highlighted Items for possible carryover to 2018 for review and discussion. a. See enclosed memorandum from Greg Mitchell. 5. Executive session: Pursuant to 1 M.R.S.A. 405(6)(C), the Committee will go into executive session to provide City staff general policy guidance regarding the following: a. Proposed 44 Hanover Street Purchase and Sale and Lease Agreements; and, b. Possible sale of City property located adjacent to the Maine Turnpike and Westbrook Street. Councilor Justin Costa/Chair Next Meeting Date: February 20, 2018 CITY OF PORTLAND/ECONOMIC DEVELOPMENT DEPT./389 CONGRESS ST./PORTLAND, ME 04101/(207) 874-8683  Minutes Economic Development Committee October 3, 2017 A meeting of the Economic Development Committee (EDC) of the Portland City Council was held on Tuesday, October 3, 2017 at 5:30 p.m. in Room 209 of Portland City Hall. Present from the Committee was its Chair Councilor David Brenerman and members Councilors Pious Ali and Spencer Thibodeau. Also present from the City Council was Mayor Ethan Strimling. Present from the City staff were Associate Corporation Counsel Michael Goldman, Economic Development Director Greg Mitchell, and Senior Executive Assistant Lori Paulette. Item #1: Review and accept Minutes of previous meeting held on September 5, 2017. On motion made and seconded, the Committee voted unanimously (3-0) to accept the Minutes as published. Item #2: Public hearing and vote on recommendation to City Council on the Economic Development Committee’s proposed amendments to the City Tax Increment Financing Policy. Mr. Mitchell introduced this item as having first been reviewed by the EDC at its April 18, 2017, meeting and several meetings thereafter. He then summarized the proposed Amendments as directed by this Committee for TIF projects using Credit Enhancement Agreements (CEA). The proposed amendments are contained in the packet in redline and clean versions, including: - no changes to the City Green Building Code section; - a new section added for State Prevailing Wage Requirement; 1  - a new section for Equal Employment Opportunities and Nondiscrimination; - increasing the capture rate and term for Affordable Housing TIF projects to the maximum allowed, or 30-years and up to a 75% capture; - additional Reporting Requirements; and, - housekeeping amendments. Mr. Mitchell said that the EDC is recommending, instead of including a requirement for participating in an apprentice and/or job training program in the TIF policy, that the City explore creating an apprenticeship/internship program, not only for construction trades, but to address other broader business needs in the community, utilizing funding from area-wide TIF districts. TIF districts would need to be amended by the City Council and MDECD to include this as an allowable use, which it is allowed under Maine State TIF statute. Lastly, because of legal issues limiting employment to Portland residents, staff is recommending the EDC have the City Manager and/or his/her designee undertake an analysis of the costs associated with the City undertaking a Employment Disparity Study, with the results provided to the EDC before a certain date. Mayor Strimling said he appreciated the work done to date to get to this point. He had hoped to have the apprentice program included in the TIF policy, but can further discuss at the Council review, discussion, and vote. Chair Brenerman opened the meeting for public comment. Jason Shedlock, Executive Director of the Maine State Building & Construction Trades Council, said that he appreciated the Committee’s work on this. He represents 5,000 working men and women across the state, and the Council supports the proposed amendments for paying State Prevailing Wage, Affordable Housing, and the EEO and study. It also supports 2 strengthening the Apprentice Program language, endorsing job training which would assist in the State’s shortage of skilled labor. Mr. Dale of Springvale, Maine supported the hiring of local residents. Chair Brenerman, seeing no other public comment, closed the public comment session. Councilor Ali made a motion to forward the proposed TIF policy amendments to the Council for approval; Councilor Thibodeau seconded the motion. Councilor Ali made a motion to add an additional amendment, along with Mayor Strimling, specifically: “(v) Participation in Apprentice and/or Job Training Program The firms employed in the construction phase of a TIF-assisted project must either participate in, or have one or more employees who participate in, an apprenticeship program registered with and approved by the Maine or U.S. Departments of Labor for the duration of the construction phase of the TIF- assisted project.” Councilor Thibodeau seconded the motion for discussion purposes. Councilor Ali suggested that any business receiving TIF funding to participate in an apprenticeship program, or hire someone who has gone through such a program. Councilor Thibodeau appreciated the amendment, but having the other proposed additional City-sponsored job training program, not only for construction trades, is a better approach. He indicated that he would not support this proposed additional amendment. Chair Brenerman said that he would not support the proposed additional amendment, agreeing with Councilor Thibodeau on the proposed City job training program funding by area- wide TIF Districts for construction and other training. Chair Brenerman then asked for a vote on the amendment to the main motion and it failed 1-2 (Brenerman, Thibodeau). 3  Chair Brenerman asked for a vote on the main motion and it passed unanimously (3-0). The Committee expressed their thanks to staff and those who participated in this discussion to get to this point. Chair Brenerman discussed the legal issues identified with hiring Portland residents, veterans, minorities, etc., and that Corporation Counsel advised that an Employment Disparity Study should be undertaken to determine if there is an issue. Once done, the Committee could revisit the issue. Councilor Thibodeau agreed that the study was warranted. On motion made and seconded, the Committee voted unanimously to have the City Manager and/or his/her designee undertake an analysis of the costs and benefits associated with the City undertaking an Employment Disparity Study. The results of this analysis should be provided to the EDC on or before January 2018. Chair Brenerman asked about the Committee’s thoughts about a proposed workforce training program. Councilor Thibodeau said that he would need further guidance on a workforce training program, including a budget. Councilor Ali agreed, noting that he would also want further conversations with those in the construction industry. Mr. Mitchell said that staff can explore models and amend area-wide TIF Districts to support funding. This could be part of this Committee’s work plan for next year. A motion was then made and seconded to send a communication to the City Council regarding the proposed Workforce Training Program and the use of area-wide municipal TIF revenues to fund such a program, with the EDC to provide a recommendation to the City Council 4 for such a program and proposed amendments to area-wide TIF Districts to support the program. This motion passed unanimously (3-0). Item #3: Executive Session: Pursuant to 1 M.R.S.A. 405(6)(C), the Committee will go into executive session to discuss real estate negotiations for the sale of City properties listed below and provide guidance to staff: a) 44 Hanover Street; b) 55 Portland Street; and, c) Riverside Street Chair Brenerman asked if there was any public comment on the Committee going into executive session. Seeing none, the public comment session was closed. Chair Brenerman said that the Committee would first take up items (a) and (b), with the City’s real estate brokers in attendance during this executive session. Councilor Ali made a motion to go into executive session pursuant to 1 M.R.S.A. 405(6)(C) to discuss real estate negotiations and provide guidance to staff for: (a) Sale of 44 Hanover Street; and (b) Sale of 55 Portland Street. Chair Brenerman seconded the motion and it passed at approximately 6:30. At approximately 7:02, the Committee came out of executive session, and the City’s real estate brokers left the meeting. Councilor Ali then made a motion to go into executive session pursuant to 1 M.R.S.A. 405(6)(C) to discuss real estate negotiations and provide guidance to staff for: (c) Sale of seven acres of City-owned property at Riverside Street. Chair Brenerman seconded the motion and it passed unanimously at approximately 7:03. At approximately 7:20, the Committee came out of executive session. 5  The Committee discussed meeting date options, and all agreed for meetings to be held on November 15 and November 20, 2017. The meeting was then adjourned. Respectfully, Lori Paulette 6  Economic Development Committee October 24, 2017 A meeting of the Economic Development Committee (EDC) of the Portland City Council was held on Tuesday, October 24, 2017 at 5:30 p.m. in Room 209 of Portland City Hall. Present from the Committee was its Chair Councilor David Brenerman and member Councilor Pious Ali; member Councilor Spencer Thibodeau could not be present. Present from the City staff were Housing and Community Development Division Director Mary Davis, Associate Corporation Counsel Michael Goldman, Economic Development Director Greg Mitchell, and Senior Executive Assistant Lori Paulette. Item #1: Review and accept Minutes of previous meeting held on September 19, 2017. Chair Brenerman noted a typo on p. 2 at the bottom to change “affordability” to “affordable”. On motion then made and seconded, the Committee voted unanimously to accept the Minutes as amended. Item #2: Review and vote to recommend to City Council Amendment to Downtown TOD TIF to accommodate one new Affordable Housing TIF District. Mr. Mitchell said that the City received an Affordable Housing (AH) TIF District Application from Portland Housing Authority (PHA) for an affordable housing project at 58 Boyd Street for a term of 30 years and a 50% capture rate. Because this parcel is in the Downtown TOD TIF, which is in year 3 of a 30-year term, the parcel needs to be taken out of the Downtown TOD TIF and be a freestanding AH TIF district so that it can have a term of 30 years. Mr. Mitchell noted that the 58 Boyd Street property is tax exempt, which will have no affect on the Original Assessed Value (OAV) of the Downtown TOD District, and with it being .5 acres, has a negligible effect on the overall acreage in the Downtown TOD TIF District. Therefore, the 1 proposed amendments, in redline version in the packet, are minimal. He also noted that the EDC’s recommended TIF Policy Amendments are an Exhibit in the Downtown TOD TIF, which Amendments are on the Council’s Agenda for November 6th. In response to Chair Brenerman, Mr. Mitchell said that the Downtown TOD TIF geography abuts the Bayside TIF District; they are separate TIF Districts. Chair Brenerman asked if there was any public comment. There being none, the public comment session was closed. Councilor Ali made a motion to forward this item to the City Council with a recommendation for approval; Chair Brenerman seconded the motion and it passed unanimously. Item #3: Review and vote to recommend to City Council establishment of Affordable Housing TIF District located at 58 Boyd Street. Ms. Davis summarized PHA’s proposed 58 Boyd Street AH project as constructing a 55- unit multi-family apartment building on this site it owns. As part of the financing, PHA submitted an AH TIF District application to the City, which, if approved, would be for a 30-year term, with a 50% capture resulting in an average annual TIF revenue of $71,486 to be used to offset project operating costs. The proposed project will become taxable. The remaining 50% of the new taxes would go to the City General Fund. She then described the make-up of the 55- units as being 44 affordable to households earning below 60% of Area Median Income (AMI) and 11 will be market rate apartments. This meets the Council’s goal of access to efficient rental that is affordable for working and low-income families. The City will also realize an average annual tax sheltering savings of approximately $21,138. Ms. Davis handed out the underwriter’s analysis of the project which supports the recommendation for approval. If approved, this will assist PHA in its application to MSHA for 2 LIHTC with up to 5 points. She also noted that the Housing Committee met and supports it HOME funding request. Chair Brenerman asked where the TIF revenue funds show up in the pro forma, and Ms. Davis indicated p. 16 of 20 as a revenue. Chair Brenerman opened the meeting for public comment. Mark Adelson, Executive Director of PHA, thanked the Committee for its support, noting that AH TIF is an important resource for PHA. Noting no further public comment, Chair Brenerman closed the public comment session. Chair Brenerman said that this is an important step utilizing the proposed TIF Policy Amendments to allow for AH TIFs to go for the maximum term of 30 years and at 75% capture rate over those 30 years. Councilor Ali made a motion to forward this to the City Council with a recommendation for approval. Chair Brenerman seconded the motion and it passed unanimously. Item #4: Review and vote to recommend to City Council establishment of an Affordable Housing TIF District located at Deering Place – 61 Deering Street and 510 Cumberland Avenue. Ms. Davis summarized this AH TIF application from Avesta noting that Avesta is proposing to renovate and construct an 80-unit mixed-income rental housing development on this site they own. As part of the financing, Avesta submitted an AH TIF District application, which, if approved, would be for a 30-year term, with a 75% capture resulting in an average annual TIF revenue of $147,981 to be used to offset project operating costs. The proposed project will become taxable. The remaining 25% of the new taxes would go to the City General Fund. She then described the make-up of the 80-units as 15 efficiency units, 40-1-bedroom units, 12 2- bedroom units, and 13 3-bedroom units, which will be affordable to households earning 40%, 3 50% and 60% of AMI. This meets the Council’s goal of access to efficient rental that is affordable for working and low-income families. The City will also realize an average annual tax sheltering savings of approximately $43,519. Ms. Davis handed out the underwriter’s analysis of the project which supports the recommendation for approval. If approved, this will assist Avesta in its application to MSHA for LIHTC with up to 6 points. She also noted that the Housing Committee met and supports it HOME funding request. Chair Brenerman asked, for both projects, if the underwriter noted any issues, as well as differences in sources and uses of funds, and Ms. Davis indicated that the underwriter had no issues and thought both projects were well done. They are different projects so have different funding sources and revenues. Chair Brenerman opened the meeting for public comment. Patrick Hess of Avesta thanked the Committee for its consideration of this request, particularly at a time when Portland needs this kind of housing. He appreciated the City’s support. Seeing no further public comment, Chair Brenerman closed the public comment session. Chair Brenerman asked about affordable housing and market rate housing working together in the same project, and Mr. Hess said that there are no problems; vacancy rates are below 2%. They are mixed in together with no differences in finishes. He noted that 510 Cumberland will remain 14 units and Avesta will be renovating those. Chair Brenerman said that this is another good use of AH TIFs. Councilor Ali made a motion to forward this to the City Council with a recommendation for approval. Chair Brenerman seconded the motion and it passed unanimously. 4  Item #5: Executive Session: Pursuant to 1 M.R.S.A. 405(6)(C), the Committee will go into executive session to discuss real estate negotiations and provide guidance to staff for: a) Sale of 44 Hanover Street; b) Sale of 55 Portland Street; and c) Sale of seven acres of City-owned property at Riverside Street. Chair Brenerman asked if there was any public comment on the Committee going into executive session. Seeing none, the public comment session was closed. Chair Brenerman said that the Committee would first take up items (a) and (b), with the City’s real estate brokers in attendance during this executive session. Councilor Ali made a motion to go into executive session pursuant to 1 M.R.S.A. 405(6)(C) to discuss real estate negotiations and provide guidance to staff for: (a) Sale of 44 Hanover Street; and (b) Sale of 55 Portland Street. Chair Brenerman seconded the motion and it passed at approximately 6:02. At approximately 6:30, the Committee came out of executive session, and the City’s real estate brokers left the meeting. Councilor Ali then made a motion to go into executive session pursuant to 1 M.R.S.A. 405(6)(C) to discuss real estate negotiations and provide guidance to staff for: (c) Sale of seven acres of City-owned property at Riverside Street. Chair Brenerman seconded the motion and it passed unanimously at approximately 6:31. At approximately 6:45, the Committee came out of executive session and the meeting adjourned. Respectfully, Lori Paulette 5  Minutes Economic Development Committee November 28, 2017 A meeting of the Economic Development Committee (EDC) of the Portland City Council was held on Tuesday, November 28, 2017 at 5:30 p.m. (meeting actually started at 5:50) in Room 209 of Portland City Hall. Present from the Committee was its Chair Councilor David Brenerman and member Councilor Pious Ali; Committee member Councilor Spencer Thibodeau could not be present. Also present from the City Council were Councilors Jill Duson, Nick Mavodones, Belinda Ray, and Mayor Ethan Strimling. Also present was Councilor-Elect Kim Cook. Present from the City staff were Port Director Kathy Alves, Associate Corporation Counsel Michael Goldman, Economic Development Director Greg Mitchell, Waterfront Coordinator William Needelman, Finance Director Brendan O’Connell, and Senior Executive Assistant Lori Paulette. Item #1: Public Hearing on Proposed Payment in Lieu of Services Policy for Non- Profit Organizations and vote to recommend to the City Council. Mr. O’Connell said that Portland does not currently have a PILOT policy. Various PILOT Agreements have been negotiated in the past, with no policy in place. The draft policy presented today does factor in what a non-profit provides to the community and is modeled after Boston’s policy, noting most larger cities have such policies. There are five basic principles of the draft policy: (1) participation is voluntary; (2) policy to be applied equally to all current and future non-profits groups which have an assessed value of $2 Million or more; (3) PILOT contributions should offset the cost of basic City services, generally at 25% of assessed value; (4) includes a Services in Lieu of Taxes (SILOT) deduction up to 50%, which takes into 1 consideration community services provided by the non-profit; and, (5) the new PILOT formula should be phased in over a 5-year period. He then described calculating such PILOT payments. Mr. O’Connell said that there are about 40 non-profits with an assessed value over $2 Million, for a total $778 Million of exempt value for the 40. This $778 Million of value would equate to a full tax of $15.8 Million, but 25% in the proposed PILOT policy would be $4.2 Million, then SILOT’s deduction could make it $2.1 Million off of these non-profits if they were eligible for the full 50% reduction. Councilor Ali asked about non-profits providing scholarships, and Mr. O’Connell said that USM provides City employees 50% of tuition reimbursement. If it should reimburse City residents, for example, perhaps the SILOT reduction would be at the high end of the scale at 50%. Councilor Mavodones asked about Maine Law requiring PILOTs, and Mr. O’Connell said that nationwide there are no laws which require PILOT payments, Maine included. This is voluntary and the proposed policy provides guidance to staff to encourage such payments. Councilor Ray asked about incentives to participate, and Mr. O’Connell said that it would be good public relations for the non-profits. Chair Brenerman asked about the approved Purchase and Sale Agreements for Public Works properties in Bayside, and Mr. Mitchell said that those Agreements do have a clause that if the properties were sold to a non-profit, taxes would still continue to be paid. Mayor Strimling asked if a non-profit requested a zone change, could the City require a PILOT as part of the approval, and Mr. Goldman indicated that it could not. In the sale of property, as in Bayside noted previously, the City can make it a condition of sale. 2  Mayor Strimling said that he generally favors this policy, but would like to see SILOT uses fleshed out more. Councilor Mavodones said that he would like to see the list of the 40 non-profits Mr. O’Connell previously mentioned. Chair Brenerman asked if this new policy would be applied to only new non-profits, and Mr. O’Connell said that it would be applied to all, new and old, and phased in over 5 years. Chair Brenerman then noted that Portland has a high percentage of exempt property from paying taxes at 21% of the total value, and a policy like this would be good for Portland and should be moved forward. He also agreed that a list of services for SILOT should be further fleshed out. Councilor Mavodones agreed, noting that although modeled after Boston, it needs to be tailored for Portland. Councilor Ray agreed with the direction this was going, and it is in support of City Council Goals. Councilor Elect Cook said that it would be interesting to compare those who currently have PILOTs to what they would contribute under the proposed policy. Mayor Strimling asked about the 21% of tax-exempt property, particularly if the 4% owned by the City was included, and Mr. O’Connell answered in the affirmative; however, the $778 Million mentioned earlier does not include City property. Mayor Strimling said that he liked the flexibility of the proposed policy. Chair Brenerman then opened the meeting for public comment. Sara of Cedar Street said that she appreciated the interest in this topic and asked if PILOT funds can be earmarked. 3  George Rheault of Bayside noted that this is triggered by $2 Million or more of assessed value. With the revaluation being considered for Portland, he asked about the future impacts to the non-profits, noting that the policy may need another look at that time. He also noted that those non-profits with grant funding for social services should be able to appeal because grants get cut. Noting no further public comment, Chair Brenerman closed the public comment session. Mr. O’Connell said that normally the City does not like to earmark tax dollars. Regarding the appeal process question, the non-profit can appeal as it would be voluntary. Councilor Ray asked about the PILOTs now and how they were administered, and Mr. O’Connell explained the process, including annually sending letters for those payments. Councilor-Elect Cook asked about enforcement of this proposed PILOT policy, and Mr. Goldman indicated that there is not a standard agreement in place at this time and would look at other such policies. Councilor Ali expressed concern for those non-profits receiving State and Federal Grants and having those grants cut and their bottom line with a PILOT payment in place. Councilor Duson noted an appeal process would be an option. Chair Brenerman noted that this would be an item for next year’s EDC, and Committee’s consensus was to table this to the next EDC. Item #2: Public Hearing and vote to recommend to the City Council the purchase and sale agreement for sale of City-owned property at 55 Portland Street. Mr. Mitchell said that the EDC first started this process to sell Public Works Bayside properties in January this year, with numerous public hearings that followed, including today’s. He then described the property, and the new property line to be established in the back, where 4 parking will be. Access to the property for parking in the rear will be by an easement from the future owner of 44 Hanover Street. Mr. Mitchell said that Public Works Administration will continue to occupy this property due to a delayed closing on the sale on or before December 31, 2018. This will give staff time to renovate 212 Canco Road to make room for the Administrative Offices. Mr. Mitchell said that 55 Portland Street is being sold as is, and sales proceeds will help with the relocation. Mayor Strimling asked about the 44 Hanover Street development, and Mr. Mitchell said that the purchase and sale agreement is getting close to bring to the Council. The building will remain intact and be renovated for smaller commercial/maker spaces. Mayor Strimling questioned the delayed closing, noting that the buyer could walk. Mr. Mitchell said that both the buyer and the City know the certainty to relocate the Administrative Offices. The City can obtain bids for the work now, followed by construction through the Summer and be ready for occupancy on or before December 31, 2018. Mr. Mitchell also noted that there are standard provisions to terminate for both parties. Mr. Goldman added that if the buyer walked, the City would retain the $100K deposit. Councilor Duson asked about the work to be done at Canco Road to move the offices, and Ms. Alves indicated that it was not major structural work and could be done by November or the first of December. In response to the Chair, Mr. Ciampi of CBRE/Boulos noted that there are risks for the buyer, but the timing is such that it is good to move forward now. Councilor-Elect Cook asked for confirmation that moving the lot line in the back would not create a non-conforming lot, and Mr. Mitchell answered that it would not. 5  Chair Brenerman then opened the meeting for public comment. George Rheault of Bayside asked about the Purington monument being moved, and whether Zachau was a still a partner with Reiche. He also asked if any mechanical services were shared with the next door Public Works property, and how many employees were there now at 55 Portland Street. Regarding expanded parking, he inquired if the basement floor had been considered for additional parking. Noting no further public comment, Chair Brenerman closed the public comment session. Mr. Mitchell said that the Purington Monument will be relocated, and that Zachau is no longer a part of this transaction. Regarding expanded parking, it is his understanding that the basement had not been considered. He also noted that there are approximately 55 employees in the building. Ms. Alves noted that shared mechanical services is only a generator; everything else is separate. Mr. Mitchell said that both buyers have acknowledged this. Councilor Ali made a motion to forward this to the City Council with a recommendation that it be approved in substantial form as presented; Chair Brenerman seconded the motion. Mayor Strimling said that he was comfortable with the deal and purchase price, but expressed concerns for additional housing and was not sure Class B office is what was needed. Councilor Duson said that she understands the need for housing, but the area needs vibrant mixed use, noting that there is housing in the other sales. Councilor Ray said that no one proposed housing for 55 Portland or 44 Hanover Street due environmental issues that would make it cost prohibitive for housing development. She 6 agreed with the mixed uses for a vibrant area, and the foot traffic from these new uses will provide for that. Chair Brenerman agreed, noting that bids received for 55 Portland Street were for continued use as office space. He also noted a previous attempt to sell 65 Hanover/52 Alder for housing, the City received one bid for $1.00 due to the costs for housing redevelopment with environmental issues. Councilor Mavodones also agreed and would support this sale. The Committee spent several months providing guidance to staff not to sell these properties for $1.00. Seeing no further discussion, the Committee voted on the motion and it passed unanimously 2-0. Item #3: Staff presentation on Maine State Pier and Portland Ocean Terminal Redevelopment Concept Plans. No public comment will be taken, at this time, on this item. Mr. Needelman highlighted the concept for the vision for the future of the Maine State Pier and Portland Ocean Terminal, with a concentration on the northerly end and noting overlaps with Ocean Gateway. Staff was asked for a draft mission statement and a draft updated Policy Statement, both of which are included in the packet. Mr. Needelman added that in 2009 there was a public process where common themes emerged, as they do in the draft policy - for mixed use, marine industrial/transportation use, fish/farmers’/public market, and street retail. Mr. Needelman said that with Ready Brothers locating in the Maine State Pier in 2009, they have become an anchor tenant, together with the increased cruise ship activity use of the pier. In the past (2007), there was an RFP for mixed use, which brought two proposals for hotel, event, and retail which did not go through. Since then, hotels have been built on the mainland of the peninsula and are no longer considered on the pier. 7  Mr. Needelman continued saying with the draft new policy statement, together with a proposed concept plan for a marketplace, staff is looking for feedback from the Committee. He then showed slides of the concept of the marketplace, describing how it could be built with covered sidewalks and open space intertwined, together with keeping the existing uses in mind and working with the proposed concept. He also noted that the utility building would be removed and relocated to provide for better vehicular and pedestrian circulation, and a new security plan would be needed. Regarding the second floor with its 28,000 sq. ft. of space, the concept is for offices, events, and meeting space. Currently, vehicular and pedestrian circulation with the uses in place now are compatible, and Mr. Needelman said that Casco Bay Lines is presently looking into queuing and parking for improvements. With this proposed concept, uses have been selected to minimize parking demand and additional parking needs should be from off site. Mr. Needelman described the 1st floor access and circulation and proposed floor plan of the marketplace. He noted the mezzanine level above the marketplace, and that this concept brings it back to its original design. Regarding the marketplace, Mr. Needelman said that it should provide the types of goods and services that are needed year round and would talk with Islanders in this regard. Councilor Ali expressed concern with the traffic congestion, particularly with hotels and Wex construction activities and increased traffic once they are completed. Ms. Alves said that this concept plan at the POT is designed to be done to create more foot traffic and without causing a lot more vehicular traffic. Mr. Needelman indicated the design also includes adding a few parking space for a lot of turnover daily, noting that this is a concept to take to the next level of development. 8  Councilor Mavodones said that this is a lot of good work, and liked where the concept and scale are going, noting getting the property back to its origins, and agreed that further exploration is needed to get to the next level of development. Managing traffic in the general area is paramount as this will be a destination area for many. Chair Brenerman said that this is the kind of thing neighbors are hoping for, and the second floor use will be important. He suggested that there be a robust public process as this goes forward. Councilor Ray also liked the concept design and work done to date on this, and looked forward to an integrated public process. Mayor Strimling agreed, and noted that past public process should be noted for background and history. Councilors Ali and Duson also liked the concept and agreed that managing traffic will be very important for the future of the area. Mr. Needelman said that the next steps are to look at costs for development and management models, as well as more design detail for the second floor. He appreciated the feedback and would be back next year with more updates. Mayor Strimling suggested a training center on the second floor as an option, and that access to the water is also important with appropriate pedestrian circulation patterns. Chair Brenerman, noting no further questions or comments, said that this will be an item on next year’s work plan for this Committee. Chair Brenerman closed saying that he enjoyed chairing this Committee and looked forward to hearing about its work next year. 9 There being no further business, the meeting adjourned at approximately 8:15 p.m. Respectfully, Lori Paulette 10  Economic Development Department Gregory A. Mitchell, Director MEMORANDUM TO: Economic Development Committee FROM: Greg Mitchell, Economic Development Director DATE: January 31, 2018 SUBJECT: Proposed Maine Mariners Commercial Space Lease located at 94 Free Street and Spring Street Parking Garage Revenue Sharing Agreement I. ONE SENTENCE SUMMARY A space Lease and Parking Garage Revenue Sharing Agreement are proposed with the Maine Mariners in the City owned Spring Street Parking Garage to support the start-up of an Eastern Conference Hockey League (ECHL) Team II. BACKGROUND Since the departure of the Portland Pirates, 2,415 square feet of available commercial ground level space located at 94 Free Street has been marketed by City staff and a commercial broker with very little commercial interest. Filling this space with the Maine Mariners supports the start-up of the ECHL team to play their games at the Cross Insurance Arena. Additionally, an Agreement to share Maine Mariner game day revenue is proposed similar to the past City agreement with the Pirates, and current agreements with the Red Claws and Sea Dogs. Both the Lease and the Parking Garage Revenue Sharing Agreement have been negotiated under the direction of the EDC during 2017. III. INTENDED RESULT AND OR COUNCIL GOAL ADDRESSED EDC and City Council approval of the Proposed Lease and Parking Garage Revenue Sharing Agreement. IV. FINANCIAL IMPACT Highlights of the 94 Free Street Space Lease include: Term: Up to fifteen (15) years to match the Maine Mariners Lease at the Cross Insurance Arena. CITY OF PORTLAND/ECONOMIC DEVELOPMENT DEPT./389 CONGRESS ST./PORTLAND, ME 04101/(207) 874-8683  Rent: i. Years 1-3: $4,830 annually or $2.00 per square foot. ii. Years 4-7: $12,075 annually or $4.00 per square foot. i. Years 8-11: $14,490 annually or $6.00 per square foot. ii. Years 12-15: $19,320 annually or $8.00 per square foot. Parking: No employee parking is provided with this Lease. Any parking in the Spring Street Parking Garage or other City facility will be at market rate. Highlights of the Proposed Spring Street Parking Garage Revenue Sharing Agreement include: Term: Fifteen years to match the space Lease and Maine Mariners Lease with the Cross Insurance Arena. Fees: The game night parking rate is $8.00 per car for the 2018/2019 hockey season. Thereafter, the game rate may be adjusted by mutual agreement. Revenue Share: For the first seven (7) years, Maine Mariners to receive game day revenue minus security and City staff expenses. Staring year eight (8), game day revenue will be the lessor of the average Revenue Share for the sixth and seven year or all parking garage revenue minus security and City staff expenses. This approach is designed to increase the City’s share starting in year eight if game attendance increases from previous years six and seven. Game Use of Garage: Team players, coaches, and staff will receive complimentary parking passes for hockey related activities. Season Tickets: Maine Mariners to provide the City four season tickets at no cost. IV. STAFF ANALYSIS Based upon the challenges of the leasing 94 Free Street space, City staff recommends approval of the proposed Lease Agreement. Additionally, City staff recommends approval of the proposed Spring Street Parking Garage Revenue Sharing Agreement on the basis of other Portland sport team agreements. V. RECOMMENDATION Staff recommends approval of both the proposed Lease and Parking Garage Revenue Sharing Agreement. VII. LIST ATTACHMENTS - Proposed Lease - Proposed Parking Revenue Sharing Agreement CITY OF PORTLAND/ECONOMIC DEVELOPMENT DEPT./389 CONGRESS ST./PORTLAND, ME 04101/(207) 874-8683  LEASE AGREEMENT This Lease is made as of the ___ day of _____________, 2018, by and between PORTLAND HOCKEY, LLC, a limited liability company organized and existing under the laws of the State of Delaware, having a place of business at 94 Free Street, Portland Maine (hereinafter referred to as “Tenant”), and CITY OF PORTLAND, a Maine Municipality having its principal place of business at 389 Congress St., Portland, Maine (hereinafter sometimes referred to as “Landlord” and sometimes as “City”). WHEREAS, the Tenant owns an East Coast Hockey League team, which leases use of the Cross Insurance Arena for practices, games and other team-related activities under a Hockey Lease Agreement dated June 13, 2017 (“Hockey Lease”) between Tenant and Cross Insurance Arena (A.K.A. Cumberland County Civic Center) of Portland, Maine; and WHEREAS, Tenant is in need of office space; and WHEREAS, Landlord owns real property located at 94 Free Street, Portland, Maine, which is a portion of the Spring Street Building/Garage described below (said portion hereinafter referred to as “Premises”), and desires to lease said Premises to Tenant upon certain terms and conditions set forth herein; and WHEREAS, Landlord has sufficient right, title and interest in and to the real property, together with the facilities, easements, rights, licenses, and privileges hereinafter granted, and has full power and authority to enter into this Agreement in respect thereof; NOW, THEREFORE, in consideration of the mutual covenants and considerations herein contained, the sufficiency of which is hereby acknowledged, Landlord and Tenant agree as follows: 1. Premises. Landlord does hereby lease, demise and let unto Tenant certain portions of the City Building/Garage at 94 Free Street in Portland, Maine, namely the 2,415+/- sq. ft. office space on the first floor of said Garage generally depicted on the diagram attached hereto as Exhibit A, incorporated herein by reference, subject to the conditions and covenants hereinafter provided. Tenant agrees to accept the Demised Premises in "as is" condition without representation or warranty by Landlord as to its condition or fitness for a particular purpose. 2. Term. a. The term of this Lease shall commence _______________, (the “Commencement Date”) and thereafter shall run concurrent with the term of the Hockey Lease such that, subject to the early termination rights set forth 1  herein, this Agreement shall expire upon expiration or termination of the Hockey Lease. b. Any holding over by Tenant at the expiration or earlier termination of this Lease or any extension thereof shall not constitute a renewal of the Lease, but at Landlord’s election such holding over shall result in a tenancy-at-will from month to month at the same rent in effect at the expiration of the Lease. 3. Rent. a. For the first three years of the lease, the Tenant shall pay to the Landlord as Annual Rent hereunder the sum of Four Thousand Eight Hundred Thirty Dollars NNN ($4,830). b. If the term of the lease is still in effect, the rent for years 4-15 shall be as set forth in the schedule below: i. Years 4-7: $12,075 annually; ii. Years 8-11: $14,490 annually; iii. Years 12-15: $19,320 annually. c. This annual rent shall be paid in advance on or before the 1st of each month in twelve (12) monthly installments, and prorated for the fraction of any month. 4. Parking No parking is included in this Lease. If Tenant’s employees desire to park in the Spring Street Parking Garage, or any other City parking facility, they shall be responsible for paying the applicable market rate for all such parking, subject to any other agreements reached between the parties. 5. Obligations of Landlord. The Landlord shall provide, at Landlord’s expense the following services: a. Maintenance and repair of the roof, exterior walls and structure of the building of which the Premises are a part, reasonable wear and tear, damage by fire and other casualty only excepted. Provided, however, that if such maintenance or repair is made necessary by fault or neglect of the Tenant or the employees, contractors, agents or invitees of Tenant, such maintenance or repair shall be at the expense of the Tenant and Tenant shall pay all costs therefor. 2  b. Maintenance of any Building common areas and any exterior Building grounds and all walkways, including snow and ice removal from the Municipal Parking Garage. c. If, during the term of the Lease, it becomes necessary to replace the HVAC system existing in the Premises at the commencement of this Lease, Tenant may do so in its discretion, and, if Tenant decides to do so, Landlord shall contribute the lesser of 50% of documented expenses for a replacement HVAC system or $5,000.00. d. Except as specifically set forth herein, Landlord shall have no obligation to maintain, repair, or replace any aspect of the Premises. 6. Obligations of Tenant. The Tenant, at the Tenant’s sole expense shall: a. Determine all zoning information and secure all necessary or required permits and approvals for its proposed use of the Premises. Landlord makes no representations or warranties as to the suitability of, or the ability to obtain regulatory approval for the Premises for Tenant use. b. Subject to Landlord’s obligations above, provide all HVAC Mechanical Equipment and Fit-up Improvements and be responsible for the cost of any modifications to existing mechanical equipment to serve the Premises along with any fit-up improvements. c. Submit any and all intended modifications to the Premises to Landlord for its approval prior to commencement of work. Tenant agrees that all work shall be completed in compliance with all applicable state and municipal building codes and ordinances. d. Maintain and keep in good repair (normal wear and tear and damage by fire and other casualty excepted) all aspects of the Premises, including windows and doors, air conditioning/heating system, plumbing, electrical and communication lines, as well any portions of such utility systems used exclusively for the Premises and located in the Building/Garage but outside the Premises. Casualty damage to windows and doors shall be the responsibility of the Tenant. f. Properly bag and remove all trash and garbage. g. Provide and be responsible for all cleaning and janitorial services within the Premises (only), including the cleaning of exterior windows for the Premises. 3  h. Pay and be responsible for all costs associated with utilities pertaining to the Premises including but not limited to all expenses relating to its use of telephone/communication services, internet, electricity, gas, heat, cooling, water and sewer and any submeters required for those utilities. i. Replace rugs and repaint the Premises if and when it chooses in its sole discretion. j. Tenant shall make no improvements to Premises without prior written approval of Landlord. 7. Use of Premises. During the term of this Lease, the Premises may be used by Tenant for office and retail space and for no other purposes. Tenant must at all times comply with all applicable federal, state, and local laws, ordinances, codes, regulations and other requirements in its use of the Premises. 8. Assignment/Subletting. Tenant shall not be permitted to assign this lease or sublet space without the express written consent of Landlord. 9. Casualty Damage. a. If the Premises or any part thereof shall be destroyed or damaged by fire or other unavoidable casualty not caused by the Tenant’s use of the Premises, so that the same shall be thereby rendered unfit for use, then, and in such case, the Rent hereinabove stated or a just and proportional part thereof, according to the nature and extent of injuries sustained, shall be suspended or abated, until the Premises shall have been put in proper condition for use by Landlord. Provided, however, in the event that restoration is not reasonably possible within ninety (90) days after the occurrence of such damage or destruction, then either Landlord or Tenant shall have the right to terminate this Lease by giving the other party written notice of such termination within thirty (30) days after such damage or destruction, and upon the giving of such notice, the term of this Lease shall cease and come to an end as of the date of such damage or destruction and any unearned rent shall be returned to Tenant. b. Tenant shall be responsible for covering the equipment and supplies with such property and casualty insurance as it deems necessary and Landlord shall have no responsibility therefor. Tenant assumes all risk of damage, loss or casualty to Tenant’s property, equipment and/or supplies while located at the Premises, even if the cause of such damage is the result of the negligent act or omission of Landlord, its officers or employees. Tenant 4  shall defend, indemnify and hold the Landlord harmless from any claim arising out of or relating to any damage, loss or casualty to its property, equipment and/or supplies while at the Premises. Any casualty insurance obtained by Tenant for its property, equipment or supplies at the Premises shall include a waiver of subrogation against the Landlord. 10. Return of Premises; Trade Fixtures. Tenant, at the expiration of the Lease term or earlier termination of this Lease, shall peaceably yield up to Landlord the Premises including any renovations or leasehold improvements installed by Tenant during the term hereof, in good repair in all respects, reasonable use and wear and damage by fire and all other unavoidable casualties excepted. Tenant shall have the right to remove all trade fixtures, equipment and other personal property installed or placed by it at its expense in, on or about the Premises; provided, however, all damage caused by or as a result of such removal shall be repaired by Tenant. 11. Signage. Tenant, at its sole expense, shall have the right to erect a sign on the Building provided it obtains all necessary permits and approvals. Final design and location of exterior signs shall be subject to Landlord’s written approval, which approval shall not be unreasonably delayed or withheld, and shall be in accordance with all local and state governmental laws, ordinances, codes and regulations. 12. Insurance. The Tenant will maintain at all times during its use and occupancy of the Premises adequate occurrence-based insurance coverage of not less than Two Million Dollars ($2,000,000) per occurrence for commercial general liability including personal injury and property damage; workers compensation insurance in the amount required by Maine law, including a waiver of subrogation rights; and occurrence- based fire legal liability insurance in the minimum amount of Two Million Dollars ($2,000,000). The minimum limit may be satisfied through the use of primary and excess/umbrella policies, provided that the excess/umbrella policies will not be more restrictive than the primary policies. The Tenant shall furnish the Landlord with certificates of insurance indicating compliance with this paragraph in a form satisfactory to Landlord. The certificates shall provide that the coverage may not be cancelled without thirty (30) days advance notice of cancellation to the Landlord, and the Landlord shall be named as an additional insured on all liability policies, but only to the extent caused by, or resulting from, the negligent acts, operations, or omissions of Tenant, its officers, agents, employees, invitees and/or contractors. Liability insurance coverage shall also extend to damage, destruction, and injury to City-owned or City-leased property and City personnel, to the extent caused by, or resulting from negligent 5  acts, operations, or omissions of Tenant, its officers, agents, employees, invitees, and/or contractors. Tenant shall be responsible for any and all deductible and self- insured retentions under its policies. Tenant’s policies shall be primary and any of Landlord’s insurance policies shall be noncontributory. 13. Indemnity. a. General. To the fullest extent permitted by law, Tenant shall at its own expense defend, indemnify, and hold harmless the Landlord, its officers, agents, and employees from and against any and all liability, claims, damages, penalties, losses, expenses, or judgments, just or unjust, arising from injury or death to any person, or damage to property sustained by anyone (including but not limited to Landlord employees or property), including but not limited to claims based upon violation of any environmental law or regulation pertaining to hazardous substances, except to the extent that such claims are caused by a negligent act or omission of the Landlord, its officers, agents, servants or employees. Tenant shall, at its own cost and expense, defend any and all suits or actions, just or unjust, which may be brought against Landlord or in which Landlord may be impleaded with others upon any such above-mentioned matter, claim or claims, including claims of contractors, employees, laborers, materialmen, and suppliers. In cases in which Landlord is a party, Landlord shall have the right to participate at its own discretion and expense and no such suit or action shall be settled without prior written consent of Landlord. Such obligation of indemnity and defense shall not be construed to negate nor abridge any other right of indemnification or contribution running to Landlord which would otherwise exist. Without limiting the foregoing, to the fullest extent permitted by law, Tenant hereby agrees to assume all risk of injury, harm or damage to any person or property (including but not limited to all risk of injury, harm or damage to Tenant's officers, agents, employees, contractors, customers or invitees or to their property) arising out of, during, or in connection with the rental or use of the Premises or any portion thereof and the activities hereunder which injury, harm or damage is alleged to be related to the presence of mold at or in the Premises, and to defend, indemnify and hold the Landlord harmless from any such liability, claims, damages, losses or expenses. c. Covenant against liens: Tenant shall not cause or permit any lien against the Landlord’s property or any improvements thereto to arise out of or accrue from any action or use thereof by Tenant and shall hold the Landlord harmless therefrom; provided, however, that Tenant may in good faith contest the validity of any alleged lien. Upon request of the Landlord, 6  Tenant shall post a bond warranting payment of any such lien in the event Tenant contests such lien. d. Survival. The Terms of this Section shall expressly survive the expiration or termination of this Agreement. 14. Covenants of Landlord. Landlord covenants that it is the owner in fee of the Premises and can and will provide quiet enjoyment of the Premises during the original and any extended terms of the Lease, and that the Lease is signed by a duly authorized individual. 15. Default. a) The occurrence of any of the following shall be an event of default under this Lease (each, an “Event of Default”): i) Failure of a Party to perform any obligations or comply with any terms or conditions under this Lease and such failure continues for a period of fifteen (15) days from such Party’s receipt of written notice from the other Party; provided, however, that if such failure to perform a material obligation is not capable of being cured within fifteen (15) days from receipt of written notice, then such period shall be extended, provided that the defaulting Party commences to cure such failure within thirty (30) days and thereafter diligently continues to cure such failure to completion. ii) Either Party becomes insolvent or is a party to a bankruptcy, reorganization, insolvency, liquidation, receivership, dissolution, winding-up or relief of debtors, or any general assignment for the benefit of creditors or other similar arrangement or any event occurs or proceedings are taken in any jurisdiction with respect to the Party which has a similar effect. b) Upon a party’s default and failure to cure, the other party shall have the right, at its option, and in addition to any other remedies, to terminate this Lease by giving the party in default written notice thereof and upon the giving of such notice, this Lease and the term hereof shall cease. c) Upon any termination of this Lease, Tenant shall quit and surrender to Landlord the Premises in accordance with the provisions of hereof. If this lease is terminated due to a Tenant uncured default, Tenant shall remain liable to Landlord for all Rent accrued and unpaid up to the date of such termination, as well as all Rent for the remainder of the term as and when it shall come due. Tenant shall pay all reasonable costs, expenses, liabilities, losses, damages, fines, penalties, claims, and demands, including reasonable attorneys’ and consultants’ fees, that are incurred by Landlord in enforcing the provisions of this Lease. 7 16. 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. To Tenant: To Landlord: Portland Hockey, LLC City Manager 94 Free Street City of Portland Portland, ME 04101 389 Congress Street Attn: General Manager Portland, Maine 04101 cc: Parking Manager, same address Corporation Counsel, same address. 17. 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. 18. Inspection and Entry. The Landlord and/or its agents, may, with reasonable notice, enter to view, show and make any repairs or inspection of the Premises. The Landlord shall have the right of immediate entry without notice in the event of any emergency or if the Tenant fails to pay rent, commits waste, or otherwise fails to comply with terms and conditions hereof. 19. Entire Agreement. This Agreement contains the entire understanding of the Parties with respect to the subject matter hereof and supersedes any and all prior agreements and commitments with respect thereto. There are no oral or written understandings, warranties, terms or conditions, and neither Party has relied upon any representation, express or implied, not contained in this Agreement. 20. Severability. Any term or provision of this Agreement that is or becomes invalid or unenforceable in any situation in any jurisdiction shall not affect the validity or 8  enforceability of the remaining term and provisions of this Agreement or the validity or enforceability of the offending term or provision in any other situation or in any other jurisdiction. 21. Successors Bound. The terms, covenants and agreements herein contained shall be for the benefit of and be obligatory upon the heirs, successors and assigns of the respective parties hereto. 22. Termination For Convenience. Either party may terminate this Lease on one hundred eighty (180) days’ written notice to the other. Upon the effective date of such notice, the Lease shall be terminated with no further obligations hereunder. 23. Governing Law; jurisdiction. This Lease shall be governed by and construed in accordance with the laws of the State of Maine. All disputes hereunder which are not mutually resolved shall be resolved by trial without a jury in the Courts of Cumberland County, State of Maine. 24. 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 the party prevented from performance has given written notice thereof to the other party. 25. Counterparts. This Agreement may be signed in any number of counterparts, which, together, shall represent a fully executed original as if signed by both Parties. 26. 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. Nothing in this Agreement constitutes a waiver of any defense, immunity or limitation of liability that may be available to the Landlord, or its officers, agents or employees under the Maine Tort Claims Act (Title 14 M.R.S.A. 8101 et. seq.), and nothing in this Agreement shall 9  constitute a waiver of other privileges or immunities that may be available to the Landlord. IN WITNESS WHEREOF, the parties hereto have caused this Lease to be duly executed as of the day and year first above written. WITNESS: PORTLAND HOCKEY, LLC ______________________________ By: ________________________________ Name:______________________________ Its: CITY OF PORTLAND ______________________________ By: ________________________________ Jon P. Jennings Its City Manager Approved as to form: Approved as to funds: ______________________________ ________________________________ City Corporation Counsel's Office City Finance Director 10  EXHIBIT A 18001  AGREEMENT BETWEEN THE CITY OF PORTLAND AND PORTLAND HOCKEY, LLC RE: PARKING AT SPRING STREET GARAGE This AGREEMENT is made this _____ day of _____________, 2018, by and between the CITY OF PORTLAND, a body politic and corporate with an address of 389 Congress Street, Portland, Maine 03101 (hereinafter the "CITY"), and the PORTLAND HOCKEY, LLC, a limited liability company, organized and existing under the laws of the State of Delaware, having a place of business at 94 Free Street, Portland Maine (hereinafter the "TEAM"). W I T N E S S E T H: WHEREAS, the TEAM is an East Coast Hockey League team leasing use of the Cross Insurance Arena for practices, games and other TEAM-related activities under a Hockey Lease Agreement dated June 13, 2017 (“Hockey Lease”) between TEAM and Cross Insurance Arena (A.K.A. Cumberland County Civic Center) of Portland, Maine; and WHEREAS, the CITY and TEAM are parties to a certain Lease Agreement dated ________ (the “Lease”) for certain space located at 94 Free Street, Portland, Maine, which is a portion of the City’s Spring Street Garage (the “Garage”); and WHEREAS, the City owns and operates the Garage; and WHEREAS, the CITY and TEAM desire to enter into an agreement related to parking at the Garage and revenue from Team hockey game attendees during the term of the Lease; NOW, THEREFORE, in consideration of the mutual promises contained herein, the parties agree as follows: 1 1. Scope: This Agreement governs the use of the Garage by the TEAM and its hockey game attendees during the term of the Lease. 2. Term and Option to Extend. The term of this Agreement shall commence on __________________, 2018 (the “Commencement Date”) and thereafter shall run concurrent with the term of the Hockey Lease such that this Agreement shall expire upon expiration or termination of the Hockey Lease. 3. Fees; Revenue Share: The parking rate for TEAM games shall be $8.00 per car for the 2018-19 hockey season. Thereafter, such rate may be adjusted subject to the mutual agreement of the TEAM and the CITY; provided, however, that in the event that the parties do not reach such agreement, the CITY may increase the parking rate in its reasonable discretion after the seventh anniversary of the Commencement Date. During the first seven years of this Agreement, all parking revenue collected at the Garage from TEAM game attendees, net of security expenses and staff expenses incurred by the CITY in operating the Garage during such games, shall be paid to the TEAM in arrears on a monthly basis, together with an accounting of such fee (the “Revenue Share”). In the event that this Agreement remains in effect for more than seven years, then, beginning on the seventh anniversary of the Commencement Date of this Agreement, the Revenue Share to be paid to the TEAM for each game will be the lesser of (1) the average of the Revenue Share for the sixth and seventh years of this Agreement on a per game basis (which shall be calculated by dividing the total amount of the Revenue Share for the sixth and seventh years of the Agreement by the total number of home games during the sixth and seventh years of the Agreement), or (2) all parking revenue collected at the Garage from TEAM game attendees, net of security expenses and staff expenses incurred by the CITY in operating the Garage during such games. 4. Garage Use: a. People attending the TEAM’s regular, pre-season, and playoff games may park at the Spring Street Garage during the term of this Agreement as space allows. Nothing in this Agreement guarantees that any parking spaces will be available in the Garage at any given time for TEAM players, coaches, staff, or the TEAM’s game attendees. b. TEAM players, coaches, and staff will receive complimentary parking (hang tags) provided by the TEAM and approved by the CITY’s Parking Division for only the following hockey-related activities that the players, coaches, and staff are required to attend: o Training camp o Team Practices o Games 2  o Physical therapy o Other team requirements Players shall not receive complimentary parking for friends, relatives, or any non-hockey uses. TEAM players, coaches, and staff shall park above Level A in the Garage at all times to provide turn-over parking for garage patrons, as well as customers using the Civic Center Box Office. Notwithstanding anything to the contrary in this Agreement, except as specifically set forth herein, nothing in this Agreement provides, or is intended to provide, free parking or any parking privileges to the TEAM’s employees who work in the TEAM’s office space that is the subject of the Lease. c. TEAM’s vehicles may be left in the Garage overnight, but will be retrievable only during the Garage’s normal operating hours. d. The TEAM shall create complimentary game day parking hang tags or vouchers for use by TEAM office personnel, the spouses or domestic partners of TEAM players, and others. Such hang tags or vouchers shall be good only on game days from 4 hours before the game until the end of the game. The tags or vouchers shall be subject to approval by the Parking Division. Such tags or vouchers do not guarantee availability of parking spaces, only that if space is available, parking will be complimentary. e. TEAM management will reinforce on a regular basis with TEAM players and staff that all complimentary parking under this Agreement is a privilege, not a right. f. ALL other parking validated by TEAM including student interns will be billed to the TEAM. The Parking Division will provide the TEAM a validation stamp for this purpose. 5. During the term of this Agreement, the TEAM shall provide the equivalent of four season tickets at no charge to CITY for promotional use. 6. Assignment. This Agreement and the rights hereunder may not be assigned. 7. The CITY shall be solely responsible for operating the Garage and TEAM shall have no liability for any claims, costs, lawsuits or liabilities arising out of the City’s operation of the Garage. 3  IN WITNESS WHEREOF, the said CITY OF PORTLAND has caused this Agreement to be signed and sealed by Jon P. Jennings, its City Manager, thereunto duly authorized and PORTLAND HOCKEY, LLC has caused this Agreement to be signed and sealed by _______ , its , thereunto duly authorized, the day and date first above written. WITNESS: CITY OF PORTLAND By: _______________________________ Jon P. Jennings Its City Manager WITNESS: PORTLAND HOCKEY, LLC By:_______________________________ _______________________________ (Print or type name) Its: ____________________________ Approved as to form: Approved as to funds: ________________________________ ________________________________ City Corporation Counsel's Office City Finance Department 4  Economic Development Department Gregory A. Mitchell, Director MEMORANDUM TO: Chair Costa and Members of the Economic Development Committee FROM: Greg Mitchell, Economic Development Director DATE: January 31, 2018 SUBJECT: Proposed Amendment to the Waterfront Tax Increment Financing (TIF) District To Add Parcels 19-A-14 (Wex Project Site), and 31-K-3 and 31-K-103 (Union Wharf Project Site) to the District I. ONE SENTENCE SUMMARY The proposed amendment to the Waterfront TIF District adds parcels 19-A-14, 31-K-3, and 31-K- 103 to the District which will capture TIF revenues from developments currently under construction. II. BACKGROUND On March 18, 2002, the Portland City Council approved the ten-year Waterfront TIF District at 1% capture the first year, followed by 100% capture for the remaining nine year, for the City to retain increased property tax revenue for specified municipal public infrastructure investment. This was followed by an amendment by the City Council on June 7, 2010, for the purposes of: - Extending the term by 20 years, through FY2032, at the 100% capture rate; - Reducing the number of TIF investment options; - Authorize the use of Credit Enhancement Agreements (CEA) within the Waterfront Central Zone; and, - Established a Sub-District and authorize a CEA with the Developer in furtherance of the Cumberland Cold Storage Project. At this time, there are currently two projects under construction in the Waterfront TIF District that could provide additional TIF revenue for the District as of April 1, 2018, particularly the WEX office construction project at Hancock and Thames Streets, and the mixed use development at Union Wharf which includes office, restaurants, food court, and open market. It is noted that later this year City staff intends to recommend adding additional waterfront properties to the TIF District located on Portland’s East and West End. 1 of 3 1 of 108  III. INTENDED RESULT The intended result is for the Economic Development Committee (EDC) to recommend to the City Council amending the TIF District by adding parcels 19-A-14, 31-K-3 and 31-K-103 which would increase TIF revenues the City could realize for investment in public infrastructure projects and Economic Development Department staffing costs. IV. FINANCIAL IMPACT In adding these parcels to the Waterfront TIF District, the City would realize increased savings (tax shelter benefits) associated with Portland’s State education aid, State municipal revenue sharing reductions, and savings in the County funding formula. The average tax shelter for Portland is 30%, meaning that for every new property tax dollar, Portland loses 30 cents. In a review of the estimated savings for the Original TIF District for 30 years, the Sub-District for 20 years, and the Added Parcels for 2018 for the remainder of the District – or 14 years, please see below: Estimated Tax Sheltering Savings Original TIF District: $4,876,807, or $162,560 yearly; Sub-District: $1,177,205, or $58,860 yearly; Added Parcels in 2018: $2,033,122, or $145,223 yearly; and, Total of All Three Above: $8,087,134, or $269,571 yearly. City captured TIF revenue for investment fluctuates with the City budget process. To date through FY2018, this TIF has provided: General Fund Taxes from OAV: $2.34 Million; General Fund Taxes Non-Captured Value: $2.89 Million TIF Proceeds: $4.4 Million, which a portion – or 1 Million to date – has been paid to the CEA associated with the Cumberland Cold Storage project, and remaining goes into City TIF Account for investments – see table in Section V. Estimates for the remaining term, from FY19 through FY32, at 100% captured value, would provide for $13.4 Million for City TIF Investments, less payments to the current CEA (Cumberland Cold Storage project) through FY31. This CEA TIF payment over the 20-year term has a maximum cumulative TIF payment is $2,870,058. V. STAFF ANALYIS AND RECOMMENDATION Specific Investments Allowed in Waterfront TIF District: Investment projects and estimates, by major category in this TIF District, include the following: 2 of 3 2 of 108  Investment Estimates Capital Infrastructure Investments, for example: - Pier and Wharf Structural Repair $3,200,000 - Local Match for Ocean Gateway Project $1,000,000 - Street Improvements (Remedy Traffic $5,000,000 Congestion) - Pedestrian Circulation and Amenity $750,000 Improvements - Dredging $10,000,000 - Credit Enhancement Agreements Per Project - City Economic Development Staff $50,000 Annually TOTAL: $20,450,000 – excluding CEA Projects Based upon the benefits of TIF sheltering and City investments allowed under this TIF District, staff recommends placing the additional properties - parcels 19-A-14, 31-K-3, and 31-K-103 - into the TIF District and sheltering 100% of the total increased assessed value for the remaining years of the District. VI. ATTACHMENTS - Redlines to Waterfront TIF (without attachments) - Clean Waterfront TIF (with attachments) 3 of 3 3 of 108  City of Portland Waterfront Economic Redevelopment Program Application for FY02 and FY10 Amended Waterfront Tax Increment Financing Development Districts and Sub-District AMENDED AND RESTATED PER CITY COUNCIL APPROVAL ON JUNE 7, 2010 AMENDED AND RESTATED PER CITY COUNCIL APPROVAL ON_________________________ Prepared by: The City of Portland Economic Development DepartmentOffice March 13, 2002/Amended and Restated as of June 7, 2010; Amended and Restated ________________, 2018 4 of 108 I. Introduction The Portland City Council on March 18, 2002, designated five properties as tax increment financing districts (the “Original TIF Districts”) as more specifically described below and adopted the Waterfront Tax Increment Financingal Development District Program (the “Original Development Program”). Waterfront Maine Limited Partnership (“Developer”) is the developer of the Cumberland Cold Storage site and building. The Original TIF Districts municipal program was designed for the City to capture 100% of the tax increment for specified allowable uses. On June 7, 2010, the Portland City Council approved the Amended and Restated the Original Development Program as follows (“Amended Development Program”), which was approved by the Maine Department of Economic Development and Community Development (“MDECD”) on June 28, 2010, as follows:The City proposes to amend the Original Development Program (as described herein, the “Amended Development Program”) to accomplish the following:  Extend the term by twenty (20) years at 100% capture;  Reduce the number of TIF investment options;  Authorize the use of Credit Enhancement Agreements within the Waterfront Central Zone; and  Establish a Sub-District (the “Sub-District”) within the District and to authorize a Credit Enhancement Agreement with the Developer with respect to the Sub-District in furtherance of the Cumberland Cold Storage Project. defined below (the “Credit Enhancement Agreement”). The Cumberland Cold Storage building includes five-stories and 100,000+ square feet which will be redeveloped as a Class A office building. Building floors 2, 3, 4, and 5 are planned to be used for commercial office space. The first or ground level space is currently restricted to marine use including berthing along the property bulkhead pursuant to existing zoning requirements. Pierce Atwood LLP intends to occupy 70,000+ square feet of upper floor use (the “Cumberland Cold Storage Project”). On __________________, 2018, the Portland City Council further amended the Original TIF Districts to add three properties with the following Chart, Lot, and Block (CBL) numbers (“Added TIF District Properties of 2018”): - 019-A-014001; - 031-K-003001; and, - 031-K-103001. The three additional properties include two projects under construction as follows: WEX Headquarters (019-A-014001) 2 5 of 108  This project involves the construction of a 100,000 sq. ft. commercial building for the new headquarters for Wex and its associated 450 quality jobs and an anticipated additional 200 new jobs in the coming future. Of that 100,000 sq. ft. building, there will also be 10,000 sq. ft. for retail on the first floor. Union Wharf Mixed Use Development (031-K-003001 and 031-K103001), This project involves the construction of including 42,000 sq. ft. of office, restaurant, and retail use. History: The history of the City of Portland is inextricably tied to the waterfront. From tourism to shipbuilding to national defense, the waterfront has been a vital part of the social and economic fabric of Portland. Always, Portland has worked to recognize the unique needs of the harbor, to protect its authentic marine heritage and to provide public access. The product of this commitment comes from the work of a Mayoral Taskforce report entitled “Investing in Our Working Waterfront – Final Report of the Mayor’s Waterfront Task Force on Economic Development”, dated October 2000 (herein referred to as the “Task Force II Report”). An excerpt from its Executive Summary is included here, and the full Report is attached to this application labeled as Attachment #1. “Portland is a waterfront city. Its harbor is one of the deepest on the East Coast and served as the staging area for the Atlantic Fleet during World War II. Today, it accommodates the largest petroleum trans-shipment operation on the East Coast. The inner harbor is very limited in geography; it is only about two miles in length from Bath Iron Works to Merrill’s Marine Terminal. The wharves that serve the needs of water- dependent businesses are both publicly and privately owned. Over the course of its long history, the Portland waterfront has served as a center of commerce, shipbuilding, cargo and passenger transport, fishing and defense. It has also supported a range of mixed uses, the character of which has changed over time as the City of Portland and its waterfront have evolved. Portland has a 30-year history of commitment to its working waterfront. The City began planning the future of its waterfront in the early 1970’s, culminating in 1982 with multi-faceted development strategies, including zoning amendments, construction of public facilities, and policies to address berthing and public access. Despite these initiatives, the emergence of the Old Port as a vital retail center and tourist attraction threatened to drive traditional industries from their waterfront locations. A citizen-initiated referendum in 1987 passed by a 2-1 margin, clearly demonstrating the public’s commitment to a working waterfront, and significant limitations were placed on development of the water side of Commercial Street. 3 6 of 108  Before the development moratorium expired in 1992, the City asked waterfront interests to review the zoning and recommend any changes that might provide more flexibility in renting space, while protecting water- dependent and marine-related uses. While some may argue otherwise, the existing zoning structure strikes a reasonable balance between preserving the "working waterfront" and allowing property owners necessary flexibility in managing their assets. Since the 1980’s, Portland and the State of Maine have invested significant public dollars in supporting traditional waterfront activities such as ship repair, commercial fishing, and cargo transfer. At the same time, some private property owners have, for a variety of reasons, lacked the revenues to maintain their piers, resulting in a serious infrastructure problem, which threatens the viability of certain piers as elements of the waterfront economy. Despite investments in publicly owned waterfront facilities, the City has done little to assist private owners of waterfront property, the uses of which have been limited by public policy, as noted above. This report is the result of a charge issued by then-Mayor Tom Kane to “focus on economic support for the waterfront…and to make the working waterfront work.” It is the second of a three-phase process for defining the City’s vision for its waterfront.” The Task Force II Report was presented to the City Council and the public, and the Council voted to incorporate it into the Comprehensive Plan on June 4, 2001. The Task Force II Report identified the unique needs of the waterfront from both an infrastructure and a business development perspective, and several recommendations were made. In order to turn these recommendations into waterfront economic development opportunities, a program to create a funding mechanism through Tax Increment Financing (“TIF”) Districts was put in place. During 2009, twelve private pier owners formed an alliance to propose amendments to Municipal zoning regulations to support more mixed use commercial activity along Portland’s waterfront in order to enable private pier owners to generate additional revenue to cover the high costs of maintaining pier infrastructure. The Waterfront Alliance in the Spring of 2010 is in the process of presenting its recommendations to the City Planning Board which will require final approval by the City Council. II. Development Program A. Amended Development Program With the incorporation of the Task Force II Report into the Portland Comprehensive Plan, the City Council formally recognized the unique business development needs of the waterfront. Since a funding mechanism was required to implement the 4 7 of 108 recommendations of the Report, the City began crafting what ultimately became the Waterfront Capital Improvement and Economic Redevelopment Zone (“WREZ”) Ordinance (see Attachment #2 as passed June 4, 2001, and Attachment #3 as amended December 1, 2008.) whereby any property within the WREZ geographic area, delineated on the attached map (see Attachment #4), that increased in value by an amount greater than $400,000 over a two-year period would be subject to inclusion in a TIF application. By adopting the WREZ Ordinance, the City Council recognized that the non-marine commercial development that has occurred in the Old Port and the surrounding area has benefited through the years from the authenticity of the working waterfront. Said another way, Portland’s downtown became a desirable destination for tourists, retailers, restaurants and high-end office users in part because of the vibrant business of those that depend upon the water for their living. Portland blends a perfect mix of fishing vessels, shipbuilding, chandlery, cargo operations and the like with the lawyers, bankers, dot-com entrepreneurs and tourists. So when a revenue stream was required to maintain and improve the economic vibrancy of the Portland waterfront, the City Council acted in such a way as to nurture this symbiotic relationship by directing the incremental revenues of the new commercial development back to the working waterfront. The result of that action was the adoption of the WREZ Ordinance. The WREZ Ordinance is intended to be in effect for several years. As such, the designation of the five Original TIF Districts described in the Original Development Program were the first in what the City hopes to be a multiple year program where several additional TIF Districts will be created. The common theme underlying the Original Development Program, this Amended Development Program, and future TIF applications is the implementation of the Task Force II Report findings. As such, the projects described in the Original Development Program and this Amended Development Program are intended to be greater in scope than the five Original TIF Districts could support by themselves. Therefore, the Original Development Program served as, and this Amended Development program, and the three Added TIF District Properties of 2018 (CBLs 019-A-014001, 031-K003001, and 031-K-103001) will serve as the model for future amendments to the Original Development Program, as amended, as properties become eligible through the WREZ Ordinance. The activities to be funded through the Original Development Program and this Amended Development Program will be specifically determined on an annual basis upon recommendation by the City Manager for action by the City Council. Therefore, the City of Portland seeks authorization to fund all the activities described in this Amended Development Program so that each year the City Council could prioritize which specific activitiesaction to fund. B. The Projects 5 8 of 108  The projects to be undertaken are derived from the recommendations of the Task Force II Report which are: 1. Encourage private and public waterfront investments; 2. Provide support to maintain a working waterfront; 3. Support clean, working harbor. Generally, the activities to be undertaken and the approximate cost associated with each activity are described in Table 1 below.: TABLE 1 Note 1: All citations refer to Title 30-A, chapter 206, Section 5225 Project Statutory Estimated Cost Citation In District: Capital Infrastructure Investments, for example: Pier and Wharf Structural Repair (1)(A) $3,200,000 Local Match for Ocean Gateway Project (1)(A) $1,000,000 Street Improvements (Remedy Traffic Congestion) (1)(A) $5,000,000 Pedestrian Circulation and Amenity Improvements (1)(A) $750,000 Dredging (1)(A) $10,000,000 Credit Enhancement Agreements $50,000 Annual Per Each Individual CEA In and out of District: Project City Economic Development Staff Credit Enhancement Agreements $50,000 Annually Total Estimate of TIF Revenue Expenditure over 30-year term: $20,450,000 – excluding CEA Projects The City recognizes that the full scope of the needs of the Waterfront Economic Redevelopment Program is beyond the funds anticipated to be generated through the five Original TIF Districts described in the Original Development Programa and the three Added TIF District Properties of 2018. Since tThe Original Development Program and this Amended Development Program will serve as the template for future TIF District applications, however, the City again seeks authorization for the full “menu” of economic development activities described above. This is necessary to maintain flexibility and adaptability as the needs of the waterfront are prioritized throughout the life of this Amended Development Program. 6 9 of 108  Pier and Wharf Structural Repair The waterfront infrastructure needs are considerable. The Task Force II Report estimates the need for $1.4 million in repairs to 14 wharves within three years, with an additional $1.8 million needed over the next 20 years. Local Match for Ocean Gateway Project The voters of the State of Maine approved an allocation of roughly $15 million for the construction of a marine passenger facility, requiring a local match of nearly $1 million. Street Improvements (Remedy Traffic Congestion) With the development of the Ocean Gateway facility, significant transportation improvements will be required to accommodate the increased traffic on the street network along and around the waterfront, with particular emphasis on Franklin Arterial, Commercial Street and India Street. Pedestrian Circulation and Amenity Improvements Invest in pedestrian and multi-modal infrastructure to support the working waterfront and improve public access to the waterfront. Dredging This recommendation recognizes the environmental and financial burdens caused by combined sewer overflows and storm water pipes that discharge into the harbor. The cost associated with disposing the contaminated dredge material jumps to $100 per cubic yard vs. $12 per cubic yard for uncontaminated dredge disposal costs. Placing an additional financial burden on the marine industry, the significant cost of the disposal of the contaminated dredged material allows only a limited ability to recover those costs through increased berthing fees. Since there are considerable public health benefits associated with eliminating the contaminated dredge material they create, the Report recommends that the City devise a strategy to mitigate the effects of this issue, as well as subsidize a portion of the costs of the dredging and disposal of the contaminated material. Economic Development Staffing Fund a portion of the cost of City economic development staff involved in supporting waterfront business development activities and administration of the Original Development Program and this Amended Development Program. 7 10 of 108  Credit Enhancement Agreements The City Council may approve credit enhancement agreements within the Waterfront Central Zone (as depicted on Attachment #5) within the remaining term of the Amended Development Program to support important private sector projects in compliance with adopted City TIF Policy and where the City Council determines that the public benefits associated with individual projects meet or exceed the current or net present value of the project’s share of the TIF proceeds for activities consistent with State law. City Council approvedThe City TIF Policy limits the Credit Enhancement Agreements to not exceed maximum average percentage of 675% of the incremental taxes up to a 20-year termover the life of the district. B. C. Sub-District Development Program The twenty (20) year Sub-District Development Program supports the redevelopment of the Cumberland Cold Storage 100,000+ square foot building into a Class A office building. A twenty (20) year Credit Enhancement Agreement with the property owner and developer is proposed to assists with project costs. DC . The Development District Property The City Council created the WREZ Ordinance (see Attachments #2 and #3) whereby any property within the geographic area, delineated on the attached map (see Attachment #4), that increased in value by an amount greater than $400,000 over a two-year period would be considered for inclusion in a TIF application subject to the City Council approval. 1. Original Development District Property Five such properties were given a TIF District designation by the City Council in 2002 as part of the Original Development Program. MAP BLOCK LOT 019 A 008 029 K 001 029 S 001 030 D 001 041 A 005 2. Sub-District Property Properties 041-A-016 (0.17 acres) and 041-A-17-18 (1.38 acres) are the subject of this application and are proposed as a Sub-District for the purposes of establishing the 8 11 of 108  original assessed value and allocating tax increment pursuant to the Credit Enhancement Agreement with the Developer. The TIF Districts will apply to only new value generated within the Districts and will not affect the current property tax base. 3. Three Added TIF District Properties of 2018 MAP BLOCK LOT 019 A 014001 031 K 003001 031 K 103001 EC. Municipal Use of TIF Revenues The City of Portland seeks authorization to utilize the revenues generated from the five Original TIF Districts and, the Sub-District, and the three Added TIF District Properties of 2018 that are created in the WREZ in support of the economic development activities called for in described in this Amended Development Program, and specifically, the activities outlined in Section II-A of this application. FD. Operational Components 1. Public Facilities See Section IIA of this application. 1.2. Uses of Private Property Subject to the approval of the City Council, the City will consider entering into credit enhancement agreements to support private projects located in the Waterfront Central Zone which meet the criteria set forth in this TIF District Program. 3. 2. Plans for relocation of persons displaced by development activities. No displacement or relocation of persons is associated with this TIF District. 4. Transportation Improvements See Section IIA of this application. 5. Environmental Controls 9 12 of 108  The Original Development Program and this Amended Development Program proposes improvements that will comply with all federal, state and local rules and regulations and applicable land use requirements. 36. Plan of Operation During the life of the five Original Districts, and the Sub-District, and the three Added TIF District Properties of 2018, the City of Portland, City Council, or their designee, will be responsible for the administration of the Districts. III. Original Development Program Physical Description A. Total acreage of the municipality: 12,386 (taxable acres) B. Total acreage of five Original TIF Districts: 3.4 acres C. Percent of line B of line A (line B divided by line A cannot exceed 2%): 0.03% D. Total acreage of all existing and Original TIF Districts in the municipality: 77.6 acres E. Percent line D of line A (cannot exceed 5%): 0.63% F. Not less than 25%, by area, of the real property within a development district shall meet at least one of the following criteria: 1. Blighted acres N/A . Line F1 divided by line B = _________. 2. Acreage in need of rehabilitation, redevelopment or conservation N/A . Line F2 divided by line B = _________. 3. Acreage suitable for commercial siting = 3.4 . Line F3 divided by line B = 100% . G. Enclosed municipal maps: 1. Area map showing site location of the five Original TIF Districts in relation to geographic location of municipality (Attachment #6). 2. Site map showing tax map locations and the five Original TIF Districts (Attachments #7A through 7E). III-A. Sub-District Physical Description A. Total acreage of the municipality: 12,386 (taxable acres) 10 13 of 108  B. Total acreage proposed for Sub-District: 1.55 C. Percent of line B of line A (line B divided by line A cannot exceed 2%): 0.01% D. Total acreage of all existing and proposed TIF Districts in the municipality: 189.92 E. Percent line D of line A (cannot exceed 5%): 1.53% F. Not less than 25%, by area, of the real property within a development district shall meet at least one of the following criteria: 1. Blighted acres N/A . Line F1 divided by line B = _________. 2. Acreage in need of rehabilitation, redevelopment or conservation N/A . Line F2 divided by line B = _________. 3. Acreage suitable for commercial siting = . Line F3 divided by line B = 100% . III-BA. Added TIF District Properties of 2018 Physical Description The total acreage of the three Added TIF District Properties of 2018 is 1.675 acres. Exhibit 16 contains financial and statistical information relating to this Amendment required as a prerequisite to designation of the Amended District by the City and approval by MDECD. G. Enclosed municipal maps: 1. Area map showing site location of the Sub-District, and the three Added TIF District Properties of 2018, in relation to geographic location of municipality (Attachment #8) 2. Site map noting Original TIF District, and proposed Sub-District, and Added TIF Districts of 2018 (Attachment #9). 2. Tax maps showing locations of the three Added TIF District Properties of 2018Sub-District (Attachment #910). 3. IV. Original Development Program Financial Plan A. Costs and Sources of Revenues 11 14 of 108  The five Original TIF Districts comprise an area of approximately 3.4 acres of taxable real and personal property with an original assessed value of $6,716,410 as of March 31, 2001. The development within the Original TIF Districts is estimated to add an additional $26,221,692 of new assessed value to the City over the 30 years. The Original Development Program and this Amended Development Program provides for the new tax revenues generated by the increase in assessed value of the Original TIF Districts to be captured and designated as TIF Revenues. The City will apply the portion of retained revenues to the economic development activities described in the Amended Development Program, with the understanding that the City Council will, on an annual basis, determine which specific projects to undertake that have been outlined in the Amended Development Program. The City of Portland reserves the right to amend this Financial Plan, subject to DECD approval, to undertake a different activity that is allowable under the Amended Development Program. Attachment #11 details the projections and proposed TIF revenue allocation based upon the anticipated assessed value increases within the Original TIF Districts. Attachment #11 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 The Original Development Program and this Amended 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. §522554 (3)(A)(2). The Waterfront 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 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 and Developer Cost Subaccount (the “Developer Cost Subaccount”) pledged to, and charged with, payment by the City under any credit enhancement agreement. C. Financing Plan The developments within the described Original TIF Districts will add approximately $26.2 million of new taxable value in the City of Portland over 30 years. TIF revenues will be allocated as described on Attachment #11 to finance the costs of this Amended Development Program. Actual payments to the Project Cost Account will be adjusted based upon the applicable annual percentage retained and the actual annual assessed value within the Districts. 12 15 of 108 IV-A. Sub-District Financial Plan A. Cost and Sources of Revenue The one TIF Sub-District comprises an area of 1.55 acres of taxable real property with an original assessed value of $950,900 as of March 31, 2010. The development within the sub-district is estimated to add an additional $12,000,000 of new assessed value to the City. This Amended Development Program provides for the new tax revenues generated by the increase in assessed value of the Sub-District to be captured and designated as TIF Revenues. The City will apply the portion of retained revenues to a credit enhancement agreement with the Developer and the balance of retained revenues to the economic development activities described in this Amended Development Program, with the understanding that the City Council will, on an annual basis, determine which specific projects to undertake that have been outlined in the Amended Development Program. The City of Portland reserves the right to amend this Financial Plan, subject to DECD approval, to undertake a different activity with its allocable share of retained revenues that is allowable under the Amended Development Program. Attachment #12 details the projections and TIF revenue allocation schedule based upon the anticipated assessed value increases within the Sub-District. Attachment #12 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 Amended 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. §522554 (3)(A)(2). The Cumberland Cold Storage 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 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 and a and Developer Cost Subaccount (the “Developer Cost Subaccount”) pledged to, and charged with, payment by the City under the credit enhancement agreement to be entered into with the Developer. C. Financing Plan 13 16 of 108  The developments within the Sub-District will add approximately $12 million of new taxable value in the City of Portland. TIF revenues will be allocated as described on Attachment #12 to finance the costs of this Amended Development Program and to fund the City’s payment obligations to the Developer pursuant to the credit enhancement agreement to be entered into with the Developer. Actual payments to the Project Cost Account will be adjusted based upon the applicable annual percentage retained and the actual annual assessed value within the Districts. IV-B Added TIF District Properties of 2018 Financial Plan A. Costs and Sources of Revenues The three Added TIF District Properties of 2018 comprise an area of approximately 1.675 acres of taxable real property with an original assessed value of $616,430 as of March 31, 2017. The development within the three Added TIF District Properties of 2018 is estimated to add an additional $20.7 Million of new assessed value to the City over the remainder of the term through June 30, 2032. The Original Development Program and this Amended Development Program provides for the new tax revenues generated by the increase in assessed value of the Original TIF Districts to be captured and designated as TIF Revenues. The City will apply the portion of retained revenues to the economic development activities described in the Amended Development Program, with the understanding that the City Council will, on an annual basis, determine which specific projects to undertake that have been outlined in the Amended Development Program. The City of Portland reserves the right to amend this Financial Plan, subject to DECD approval, to undertake a different activity that is allowable under the Amended Development Program. Attachment #12 details the projections and proposed TIF revenue allocation based upon the anticipated assessed value increases within the three Added TIF District Properties of 2018. Attachment #12 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 The Original Development Program and this Amended 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. §5225). The Waterfront 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 a City Cost Subaccount 14 17 of 108  (the “City Cost Subaccount”) pledged to, and charged with, payment to the City for the cost of approved economic development expenses and Developer Cost Subaccount (the “Developer Cost Subaccount”) pledged to, and charged with, payment by the City under any credit enhancement agreement. C. Financing Plan The developments within the three Added TIF District Properties of 2018 will add approximately $20.7 Million of new taxable value in the City of Portland over the remainder of the term through June 30, 2032. TIF revenues will be allocated as described on Attachment #121 to finance the costs of this Amended Development Program. Actual payments to the Project Cost Account will be adjusted based upon the applicable annual percentage retained and the actual annual assessed value within the Districts. V. Original TIF Districts Financial Data A. Total 2001 value of equalized property in the municipality: $3,873,900,000. B. Original assessed value of all properties in all existing and proposed Original TIF districts: Existing $20,961,460 Proposed $6,716,410 Total $27,677,870 Line B divided by line A = 0.71% (cannot exceed 5%). C. Estimate of increased assessed value by year after implementation of the Original Development Program: See Attachment #101 D. Percentage of increased assessed value to be applied to the Original Development Program fund: See Attachment #101 E. Estimated annual tax increment: $400,113 (Average) F. Total average annual value of development program fund: $400,113 (Average) G. Annual principal and interest payment of bonded indebtedness: N/A H. Financial assumptions and safeguards: Under the Original Development Program, the City of Portland only sought to implement its own Waterfront Economic Redevelopment Program and is under no obligation to repay any bonds that would involve a pledge of the City’s full faith and credit. The City’s participation in this 15 18 of 108  development program is voluntary and notwithstanding any approvals from the appropriate state entity, can revoke its desire to implement the plan. I. Statement of impact of TIF on taxing jurisdictions within the county: See Attachment #13. V-A. Sub-District Financial Data A. Total 2010 value of property in the municipality: $8,196,900,000. B. Original assessed value of all properties in all existing TIF Districts and proposed sub-district: Existing $305,455,220 Proposed $950,900 Total $306,406,120 Line B divided by line A = 3.73% (cannot exceed 5%). C. Estimate of increased assessed value by year after implementation of the development program: See Attachment #1211 D. Percentage of increased assessed value to be applied to the development program fund: See Attachment #112 E. Estimated annual tax increment: $143,503 (Average) F. Total average annual value of development program fund: $143,503 (Average) G. Annual principal and interest payment of bonded indebtedness: N/A H. Financial assumptions and safeguards: The City of Portland seeks to implement its own Waterfront Economic Redevelopment Program and to fund its payment obligations to the Developer under the credit enhancement agreement with the Developer and is under no obligation to repay any bonds that would involve a pledge of the City’s full faith and credit. The City’s participation in this development program is voluntary and notwithstanding any approvals from the appropriate state entity, can revoke its desire to implement the plan. I. Statement of impact of TIF on taxing jurisdictions within the county: See Attachment #14. I. V-B. Added TIF District Properties of 2018 Districts Financial Data A. Total 2018 value of taxable property in the municipality: $9,049,500,000. 16 19 of 108 B. Original assessed value of all properties in all existing and proposed Amended TIF districts: Existing $1,106,422,670 Proposed $1,817,930 Sub-Total $1,108,260,600 Less Exempt -$973,107,320 Total $135,153,280 Line B divided by line A = 1.493% (cannot exceed 5%). C. Estimate of increased assessed value by year after implementation of the three Added TIF District Properties of 2018: See Attachment #121-A D. Percentage of increased assessed value to be applied to the three Added TIF District Properties of 2018 Development Program fund: See Attachment #121-A E. Estimated annual tax increment: $495,181 (Average) F. Total average annual value of development program fund: $495,181 (Average) G. Annual principal and interest payment of bonded indebtedness: N/A H. Financial assumptions and safeguards: Under the Original Development Program, the City of Portland only sought to implement its own Waterfront Economic Redevelopment Program and is under no obligation to repay any bonds that would involve a pledge of the City’s full faith and credit. The City’s participation in this development program is voluntary and notwithstanding any approvals from the appropriate state entity, can revoke its desire to implement the plan. II. Statement of impact of TIF on taxing jurisdictions within the county: See Attachment #153-A. VI. Original Development Program Tax Shifts (See Attachment #13) A. Average Annual Amount: General Purpose Aid to Education Tax Shift: $137,700 Municipal Revenue Sharing Tax Shift: $17,004 County Tax Shift: $7,855 17 20 of 108  Total Average Annual Savings: $162,560 VI-A Sub-District Tax Shifts (See Attachment #14) General Purpose Aid to Education Tax Shift: $49,822 Municipal Revenue Sharing Tax Shift: $6,183 County Tax Shift: $2,856 Total Average Annual Savings: $58,860 VI-B. Added TIF District Properties of 2018 Tax Shifts (See Attachment #153-A) A. Average Annual Amount: General Purpose Aid to Education Tax Shift: $122,721 Municipal Revenue Sharing Tax Shift: $11,881 County Tax Shift: $10,620 Total Average Annual Savings: $145,223 VII. Amended Development Program Municipal Approvals A. Public Hearing Notice The City of Portland did give proper Notice of Public Hearing in accordance with the requirements of 30-A M.R.S.A. §5226. The notice was published on May 28, 2010______________ in a newspaper of general circulation (see Attachment #15). B. Public Hearing A Public Hearing at which the proposed Amended Development Programdesignation of the Sub-District as a municipal development tax increment financing district and the proposed for adoption of the Amended Development Program was held on __________________June 7, 2010, 2018 in the Portland City Council Chambers. A copy of the minutes of that meeting is included as Attachment #16-A. C. Authorizing Votes An attested copy of the resolution of the Portland City Council amending the Waterfront Redevelopment Programdesignating Sub-District as a municipal development tax increment financing district and adopting the Amended Development Program is included as Attachment #17-A. 18 21 of 108  City of Portland Waterfront Economic Redevelopment Program Application for FY02 and FY10 Amended Waterfront Tax Increment Financing Development Districts and Sub-District AMENDED AND RESTATED PER CITY COUNCIL APPROVAL ON JUNE 7, 2010 AMENDED AND RESTATED PER CITY COUNCIL APPROVAL ON_________________________ Prepared by: The City of Portland Economic Development Department March 13, 2002/Amended and Restated as of June 7, 2010; Amended and Restated ________________, 2018 22 of 108 23 of 108 24 of 108 25 of 108 26 of 108  TABLE OF CONTENTS Section: I. Introduction 1 II. Development Program 4 A. Amended Development Program 4 B. The Projects 5 C. Sub-District Development Program 8 D. The Development District Property 8 1. Original Development District Property 8 2. Sub-District Property 8 3. Added TIF Districts of 2018 8 E. Municipal Use of TIF Revenue 9 F. Operational Components 9 1. Public Facilities 9 2. Uses of Private Property 9 3. Relocation of Displaced Persons 9 4. Transportation Improvements 9 5. Environmental Controls 9 6. Plan of Operation 9 III. Original Development Program Physical Description 9 III-A. Sub-District Physical Description 10 III-B Added TIF Districts of 2018 Physical Description 11 IV. Original Development Program Financial Plan 11 IV-A. Sub-District Financial Plan 12 IV-B. Added TIF Districts of 2018 Financial Plan 13 V. Original TIF Districts Financial Data 14 V-A. Sub-District Financial Data 15 V-B. Added TIF District of 2018 Financial Data 16 VI. Original Development Program Tax Shifts 17 VI-A. Sub-District Tax Shifts 17 VI-B. Added TIF Districts of 2018Tax Shifts 17 VII. Municipal Approvals 18 Attachments: 1. October 2000 Mayoral Taskforce Report “Investing in Our Working Waterfront – Final Report of the Mayor’s Waterfront Task force on Economic Development” 2. Waterfront Capital Improvement and Economic Redevelopment Zone (WREZ) as passed June 4, 2001. 3. WREZ as amended December 1, 2008 4. Map of WREZ Geographic Area 5. Map of Waterfront Central Zone 6. Map Showing Site Location of the Five Original TIF Districts 7. Site Map Showing Tax Map Locations and the Five Original TIF Districts (Attachments #7A Through 7E) 8. Map showing Site location of the Original TIF District, Sub-District, and Added TIF Districts of 2018 9. Tax maps showing location of Added TIF Districts of 2018 (Attachments 9A and 9B) 10. Projections and Proposed TIF Revenue for Original TIF District 27 of 108 11. Projections and Proposed TIF Revenue for Sub-District 12. Projections and Proposed TIF Revenue for Added TIF Districts of 2018 13. Tax Shifts Projections for Original TIF District 14. Tax Shifts Projections for Sub-District 15. Tax Shifts Projections for Added TIF Districts of 2018 16. State Statutory Requirements and Thresholds Form 17. Public Hearing Notice 18. Minutes of City Council Meeting 19. Attested Resolution of Portland City Council Amending District 28 of 108 I. Introduction The Portland City Council on March 18, 2002, designated five properties as tax increment financing districts (the “Original TIF Districts”) as more specifically described below and adopted the Waterfront Tax Increment Financing Development District Program (the “Original Development Program”). The Original TIF Districts municipal program was designed for the City to capture 100% of the tax increment for specified allowable uses. On June 7, 2010, the Portland City Council approved the Amended and Restated the Original Development Program (“Amended Development Program”), which was approved by the Maine Department of Economic Development and Community Development (“MDECD”) on June 28, 2010, as follows:  Extend the term by twenty (20) years at 100% capture;  Reduce the number of TIF investment options;  Authorize the use of Credit Enhancement Agreements within the Waterfront Central Zone; and  Establish a Sub-District (the “Sub-District”) within the District and to authorize a Credit Enhancement Agreement with the Developer with respect to the Sub-District in furtherance of the Cumberland Cold Storage Project. On __________________, 2018, the Portland City Council further amended the Original TIF Districts to add three properties with the following Chart, Lot, and Block (CBL) numbers (“Added TIF District Properties of 2018”): - 019-A-014001; - 031-K-003001; and, - 031-K-103001. The three additional properties include two projects under construction as follows: WEX Headquarters (019-A-014001) This project involves the construction of a 100,000 sq. ft. commercial building for the new headquarters for Wex and its associated 450 quality jobs and an anticipated additional 200 new jobs in the coming future. Of that 100,000 sq. ft. building, there will also be 10,000 sq. ft. for retail on the first floor. Union Wharf Mixed Use Development (031-K-003001 and 031-K103001) This project involves the construction of 42,000 sq. ft. of office, restaurant, and retail use. 2 29 of 108 History: The history of the City of Portland is inextricably tied to the waterfront. From tourism to shipbuilding to national defense, the waterfront has been a vital part of the social and economic fabric of Portland. Always, Portland has worked to recognize the unique needs of the harbor, to protect its authentic marine heritage and to provide public access. The product of this commitment comes from the work of a Mayoral Taskforce report entitled “Investing in Our Working Waterfront – Final Report of the Mayor’s Waterfront Task Force on Economic Development”, dated October 2000 (herein referred to as the “Task Force II Report”). An excerpt from its Executive Summary is included here, and the full Report is attached to this application labeled as Attachment #1. “Portland is a waterfront city. Its harbor is one of the deepest on the East Coast and served as the staging area for the Atlantic Fleet during World War II. Today, it accommodates the largest petroleum trans-shipment operation on the East Coast. The inner harbor is very limited in geography; it is only about two miles in length from Bath Iron Works to Merrill’s Marine Terminal. The wharves that serve the needs of water- dependent businesses are both publicly and privately owned. Over the course of its long history, the Portland waterfront has served as a center of commerce, shipbuilding, cargo and passenger transport, fishing and defense. It has also supported a range of mixed uses, the character of which has changed over time as the City of Portland and its waterfront have evolved. Portland has a 30-year history of commitment to its working waterfront. The City began planning the future of its waterfront in the early 1970’s, culminating in 1982 with multi-faceted development strategies, including zoning amendments, construction of public facilities, and policies to address berthing and public access. Despite these initiatives, the emergence of the Old Port as a vital retail center and tourist attraction threatened to drive traditional industries from their waterfront locations. A citizen-initiated referendum in 1987 passed by a 2-1 margin, clearly demonstrating the public’s commitment to a working waterfront, and significant limitations were placed on development of the water side of Commercial Street. Before the development moratorium expired in 1992, the City asked waterfront interests to review the zoning and recommend any changes that might provide more flexibility in renting space, while protecting water- dependent and marine-related uses. While some may argue otherwise, the existing zoning structure strikes a reasonable balance between preserving the "working waterfront" and allowing property owners necessary flexibility in managing their assets. Since the 1980’s, Portland and the State of Maine have invested significant public dollars in supporting traditional waterfront activities such as ship repair, commercial fishing, 3 30 of 108  and cargo transfer. At the same time, some private property owners have, for a variety of reasons, lacked the revenues to maintain their piers, resulting in a serious infrastructure problem, which threatens the viability of certain piers as elements of the waterfront economy. Despite investments in publicly owned waterfront facilities, the City has done little to assist private owners of waterfront property, the uses of which have been limited by public policy, as noted above. This report is the result of a charge issued by then-Mayor Tom Kane to “focus on economic support for the waterfront…and to make the working waterfront work.” It is the second of a three-phase process for defining the City’s vision for its waterfront.” The Task Force II Report was presented to the City Council and the public, and the Council voted to incorporate it into the Comprehensive Plan on June 4, 2001. The Task Force II Report identified the unique needs of the waterfront from both an infrastructure and a business development perspective, and several recommendations were made. In order to turn these recommendations into waterfront economic development opportunities, a program to create a funding mechanism through Tax Increment Financing (“TIF”) Districts was put in place. During 2009, twelve private pier owners formed an alliance to propose amendments to Municipal zoning regulations to support more mixed use commercial activity along Portland’s waterfront in order to enable private pier owners to generate additional revenue to cover the high costs of maintaining pier infrastructure. The Waterfront Alliance in the Spring of 2010 is in the process of presenting its recommendations to the City Planning Board which will require final approval by the City Council. II. Development Program A. Amended Development Program With the incorporation of the Task Force II Report into the Portland Comprehensive Plan, the City Council formally recognized the unique business development needs of the waterfront. Since a funding mechanism was required to implement the recommendations of the Report, the City began crafting what ultimately became the Waterfront Capital Improvement and Economic Redevelopment Zone (“WREZ”) Ordinance (see Attachment #2 as passed June 4, 2001, and Attachment #3 as amended December 1, 2008.) whereby any property within the WREZ geographic area, delineated on the attached map (see Attachment #4), that increased in value by an amount greater than $400,000 over a two-year period would be subject to inclusion in a TIF application. By adopting the WREZ Ordinance, the City Council recognized that the non-marine commercial development that has occurred in the Old Port and the surrounding area 4 31 of 108 has benefited through the years from the authenticity of the working waterfront. Said another way, Portland’s downtown became a desirable destination for tourists, retailers, restaurants and high-end office users in part because of the vibrant business of those that depend upon the water for their living. Portland blends a perfect mix of fishing vessels, shipbuilding, chandlery, cargo operations and the like with the lawyers, bankers, dot-com entrepreneurs and tourists. So when a revenue stream was required to maintain and improve the economic vibrancy of the Portland waterfront, the City Council acted in such a way as to nurture this symbiotic relationship by directing the incremental revenues of the new commercial development back to the working waterfront. The result of that action was the adoption of the WREZ Ordinance. The WREZ Ordinance is intended to be in effect for several years. As such, the designation of the five Original TIF Districts described in the Original Development Program were the first in what the City hopes to be a multiple year program where several additional TIF Districts will be created. The common theme underlying the Original Development Program, this Amended Development Program, and future TIF applications is the implementation of the Task Force II Report findings. As such, the projects described in the Original Development Program and this Amended Development Program are intended to be greater in scope than the five Original TIF Districts could support by themselves. Therefore, the Original Development Program and the three Added TIF District Properties of 2018 (CBLs 019-A-014001, 031- K003001, and 031-K-103001) will serve as the model for future amendments to the Original Development Program, as amended, as properties become eligible through the WREZ Ordinance. The activities to be funded through the Original Development Program and this Amended Development Program will be specifically determined on an annual basis upon recommendation by the City Manager for action by the City Council. Therefore, the City of Portland seeks authorization to fund all the activities described in this Amended Development Program so that each year the City Council could prioritize which specific activities to fund. B. The Projects The projects to be undertaken are derived from the recommendations of the Task Force II Report which are: 1. Encourage private and public waterfront investments; 2. Provide support to maintain a working waterfront; 3. Support clean, working harbor. Generally, the activities to be undertaken and the approximate cost associated with each activity are described in Table 1 below. 5 32 of 108  TABLE 1 Note 1: All citations refer to Title 30-A, chapter 206, Section 5225 Project Statutory Estimated Cost Citation In District: Capital Infrastructure Investments, for example: Pier and Wharf Structural Repair (1)(A) $3,200,000 Local Match for Ocean Gateway Project (1)(A) $1,000,000 Street Improvements (Remedy Traffic Congestion) (1)(A) $5,000,000 Pedestrian Circulation and Amenity Improvements (1)(A) $750,000 Dredging (1)(A) $10,000,000 Credit Enhancement Agreements Per Each Individual CEA Project In and out of District: City Economic Development Staff $50,000 Annually Total Estimate of TIF Revenue Expenditure over 30-year term: $20,450,000 – excluding CEA Projects The City recognizes that the full scope of the needs of the Waterfront Economic Redevelopment Program is beyond the funds anticipated to be generated through the five Original TIF Districts described in the Original Development Program and the three Added TIF District Properties of 2018. The Original Development Program and this Amended Development Program will serve as the template for future TIF District applications, however, the City again seeks authorization for the full “menu” of economic development activities described above. This is necessary to maintain flexibility and adaptability as the needs of the waterfront are prioritized throughout the life of this Amended Development Program. Pier and Wharf Structural Repair The waterfront infrastructure needs are considerable. The Task Force II Report estimates the need for $1.4 million in repairs to 14 wharves within three years, with an additional $1.8 million needed over the next 20 years. Local Match for Ocean Gateway Project The voters of the State of Maine approved an allocation of roughly $15 million for the construction of a marine passenger facility, requiring a local match of nearly $1 million. 6 33 of 108  Street Improvements (Remedy Traffic Congestion) With the development of the Ocean Gateway facility, significant transportation improvements will be required to accommodate the increased traffic on the street network along and around the waterfront, with particular emphasis on Franklin Arterial, Commercial Street and India Street. Pedestrian Circulation and Amenity Improvements Invest in pedestrian and multi-modal infrastructure to support the working waterfront and improve public access to the waterfront. Dredging This recommendation recognizes the environmental and financial burdens caused by combined sewer overflows and storm water pipes that discharge into the harbor. The cost associated with disposing the contaminated dredge material jumps to $100 per cubic yard vs. $12 per cubic yard for uncontaminated dredge disposal costs. Placing an additional financial burden on the marine industry, the significant cost of the disposal of the contaminated dredged material allows only a limited ability to recover those costs through increased berthing fees. Since there are considerable public health benefits associated with eliminating the contaminated dredge material they create, the Report recommends that the City devise a strategy to mitigate the effects of this issue, as well as subsidize a portion of the costs of the dredging and disposal of the contaminated material. Economic Development Staffing Fund a portion of the cost of City economic development staff involved in supporting waterfront business development activities and administration of the Original Development Program and this Amended Development Program. Credit Enhancement Agreements The City Council may approve credit enhancement agreements within the Waterfront Central Zone (as depicted on Attachment #5) within the remaining term of the Amended Development Program to support important private sector projects in compliance with adopted City TIF Policy and where the City Council determines that the public benefits associated with individual projects meet or exceed the current or net present value of the project’s share of the TIF proceeds for activities consistent with State law. City Council approved City TIF Policy limits the Credit Enhancement Agreements to not exceed maximum average percentage of 65% of the incremental taxes up to a 20-year term. 7 34 of 108  C. Sub-District Development Program The twenty (20) year Sub-District Development Program supports the redevelopment of the Cumberland Cold Storage 100,000+ square foot building into a Class A office building. A twenty (20) year Credit Enhancement Agreement with the property owner and developer assists with project costs. D . The Development District Property The City Council created the WREZ Ordinance (see Attachments #2 and #3) whereby any property within the geographic area, delineated on the attached map (see Attachment #4), that increased in value by an amount greater than $400,000 over a two-year period would be considered for inclusion in a TIF application subject to the City Council approval. 1. Original Development District Property Five such properties were given a TIF District designation by the City Council in 2002 as part of the Original Development Program. MAP BLOCK LOT 019 A 008 029 K 001 029 S 001 030 D 001 041 A 005 2. Sub-District Property Properties 041-A-016 (0.17 acres) and 041-A-17-18 (1.38 acres) are the Sub-District for the purposes of establishing the original assessed value and allocating tax increment pursuant to the Credit Enhancement Agreement with the Developer. The TIF Districts will apply to only new value generated within the Districts and will not affect the current property tax base. 3. Three Added TIF District Properties of 2018 MAP BLOCK LOT 019 A 014001 031 K 003001 031 K 103001 8 35 of 108 E. Municipal Use of TIF Revenues The City of Portland seeks authorization to utilize the revenues generated from the five Original TIF Districts, the Sub-District, and the three Added TIF District Properties of 2018 that are created in the WREZ in support of the economic development activities called for in described in this Amended Development Program, and specifically, the activities outlined in Section II-A of this application. F. Operational Components 1. Public Facilities See Section IIA of this application. 2. Uses of Private Property Subject to the approval of the City Council, the City will consider entering into credit enhancement agreements to support private projects located in the Waterfront Central Zone which meet the criteria set forth in this TIF District Program. 3. Plans for relocation of persons displaced by development activities. No displacement or relocation of persons is associated with this TIF District. 4. Transportation Improvements See Section IIA of this application. 5. Environmental Controls The Original Development Program and this 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 During the life of the five Original Districts, the Sub-District, and the three Added TIF District Properties of 2018, the City of Portland, City Council, or their designee, will be responsible for the administration of the Districts. III. Original Development Program Physical Description A. Total acreage of the municipality: 12,386 (taxable acres) 9 36 of 108 B. Total acreage of five Original TIF Districts: 3.4 acres C. Percent of line B of line A (line B divided by line A cannot exceed 2%): 0.03% D. Total acreage of all existing and Original TIF Districts in the municipality: 77.6 acres E. Percent line D of line A (cannot exceed 5%): 0.63% F. Not less than 25%, by area, of the real property within a development district shall meet at least one of the following criteria: 1. Blighted acres N/A . Line F1 divided by line B = _________. 2. Acreage in need of rehabilitation, redevelopment or conservation N/A . Line F2 divided by line B = _________. 3. Acreage suitable for commercial siting = 3.4 . Line F3 divided by line B = 100% . G. Enclosed municipal maps: 1. Area map showing site location of the five Original TIF Districts in relation to geographic location of municipality (Attachment #6). 2. Site map showing tax map locations and the five Original TIF Districts (Attachments #7A through 7E). III-A. Sub-District Physical Description A. Total acreage of the municipality: 12,386 (taxable acres) B. Total acreage proposed for Sub-District: 1.55 C. Percent of line B of line A (line B divided by line A cannot exceed 2%): 0.01% D. Total acreage of all existing and proposed TIF Districts in the municipality: 189.92 E. Percent line D of line A (cannot exceed 5%): 1.53% F. Not less than 25%, by area, of the real property within a development district shall meet at least one of the following criteria: 1. Blighted acres N/A . Line F1 divided by line B = _________. 10 37 of 108  2. Acreage in need of rehabilitation, redevelopment or conservation N/A . Line F2 divided by line B = _________. 3. Acreage suitable for commercial siting = . Line F3 divided by line B = 100% . III-B. Added TIF District Properties of 2018 Physical Description The total acreage of the three Added TIF District Properties of 2018 is 1.675 acres. Exhibit 16 contains financial and statistical information relating to this Amendment required as a prerequisite to designation of the Amended District by the City and approval by MDECD. Enclosed municipal maps: 1. Area map showing site location of the Sub-District, and the three Added TIF District Properties of 2018, in relation to geographic location of municipality (Attachment #8) 2. Tax maps showing locations of the three Added TIF District Properties of 2018 (Attachment #9). IV. Original Development Program Financial Plan A. Costs and Sources of Revenues The five Original TIF Districts comprise an area of approximately 3.4 acres of taxable real and personal property with an original assessed value of $6,716,410 as of March 31, 2001. The development within the Original TIF Districts is estimated to add an additional $26,221,692 of new assessed value to the City over the 30 years. The Original Development Program and this Amended Development Program provides for the new tax revenues generated by the increase in assessed value to be captured and designated as TIF Revenues. The City will apply the portion of retained revenues to the economic development activities described in the Amended Development Program, with the understanding that the City Council will, on an annual basis, determine which specific projects to undertake that have been outlined in the Amended Development Program. The City of Portland reserves the right to amend this Financial Plan, subject to DECD approval, to undertake a different activity that is allowable under the Amended Development Program. Attachment #11 details the projections and proposed TIF revenue allocation based upon the anticipated assessed value increases within the Original TIF Districts. 11 38 of 108  Attachment #11 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 The Original Development Program and this Amended 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. §5225. The Waterfront 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 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 and Developer Cost Subaccount (the “Developer Cost Subaccount”) pledged to, and charged with, payment by the City under any credit enhancement agreement. C. Financing Plan The developments within the described Original TIF Districts will add approximately $26.2 million of new taxable value in the City of Portland over 30 years. TIF revenues will be allocated as described on Attachment #11 to finance the costs of this Amended Development Program. Actual payments to the Project Cost Account will be adjusted based upon the applicable annual percentage retained and the actual annual assessed value within the Districts. IV-A. Sub-District Financial Plan A. Cost and Sources of Revenue The one TIF Sub-District comprises an area of 1.55 acres of taxable real property with an original assessed value of $950,900 as of March 31, 2010. The development within the sub-district is estimated to add an additional $12,000,000 of new assessed value to the City. This Amended Development Program provides for the new tax revenues generated by the increase in assessed value of the Sub-District to be captured and designated as TIF Revenues. The City will apply the portion of retained revenues to a credit enhancement agreement with the Developer and the balance of retained revenues to the economic development activities described in this Amended Development Program, with the understanding that the City Council will, on an annual basis, determine which specific projects to undertake that have been outlined in the Amended Development Program. 12 39 of 108  The City of Portland reserves the right to amend this Financial Plan, subject to DECD approval, to undertake a different activity that is allowable under the Amended Development Program. Attachment #12 details the projections and TIF revenue allocation schedule based upon the anticipated assessed value increases within the Sub-District. Attachment #12 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 Amended 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. §5225. The Cumberland Cold Storage 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 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 and a and Developer Cost Subaccount (the “Developer Cost Subaccount”) pledged to, and charged with, payment by the City under the credit enhancement agreement to be entered into with the Developer. C. Financing Plan The developments within the Sub-District will add approximately $12 million of new taxable value in the City of Portland. TIF revenues will be allocated as described on Attachment #12 to finance the costs of this Amended Development Program and to fund the City’s payment obligations to the Developer pursuant to the credit enhancement agreement to be entered into with the Developer. Actual payments to the Project Cost Account will be adjusted based upon the applicable annual percentage retained and the actual annual assessed value within the Districts. IV-B Added TIF District Properties of 2018 Financial Plan A. Costs and Sources of Revenues The three Added TIF District Properties of 2018 comprise an area of approximately 1.675 acres of taxable real property with an original assessed value of $616,430 as of March 31, 2017. The development within the three Added TIF District Properties of 2018 is estimated to add an additional $20.7 Million of new assessed value to the City over the remainder of the term through June 30, 2032. 13 40 of 108  The Original Development Program and this Amended Development Program provides for the new tax revenues generated by the increase in assessed value of the Original TIF Districts to be captured and designated as TIF Revenues. The City will apply the portion of retained revenues to the economic development activities described in the Amended Development Program, with the understanding that the City Council will, on an annual basis, determine which specific projects to undertake that have been outlined in the Amended Development Program. The City of Portland reserves the right to amend this Financial Plan, subject to DECD approval, to undertake a different activity that is allowable under the Amended Development Program. Attachment #12 details the projections and proposed TIF revenue allocation based upon the anticipated assessed value increases within the three Added TIF District Properties of 2018. Attachment #12 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 The Original Development Program and this Amended 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. §5225. The Waterfront 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 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 and Developer Cost Subaccount (the “Developer Cost Subaccount”) pledged to, and charged with, payment by the City under any credit enhancement agreement. C. Financing Plan The developments within the three Added TIF District Properties of 2018 will add approximately $20.7 Million of new taxable value in the City of Portland over the remainder of the term through June 30, 2032. TIF revenues will be allocated as described on Attachment #12 to finance the costs of this Amended Development Program. Actual payments to the Project Cost Account will be adjusted based upon the applicable annual percentage retained and the actual annual assessed value within the Districts. V. Original TIF Districts Financial Data A. Total 2001 value of equalized property in the municipality: $3,873,900,000. 14 41 of 108 B. Original assessed value of all properties in all existing and proposed Original TIF districts: Existing $20,961,460 Proposed $6,716,410 Total $27,677,870 Line B divided by line A = 0.71% (cannot exceed 5%). C. Estimate of increased assessed value by year after implementation of the Original Development Program: See Attachment #10 D. Percentage of increased assessed value to be applied to the Original Development Program fund: See Attachment #10 E. Estimated annual tax increment: $400,113 (Average) F. Total average annual value of development program fund: $400,113 (Average) G. Annual principal and interest payment of bonded indebtedness: N/A H. Financial assumptions and safeguards: Under the Original Development Program, the City of Portland only sought to implement its own Waterfront Economic Redevelopment Program and is under no obligation to repay any bonds that would involve a pledge of the City’s full faith and credit. The City’s participation in this development program is voluntary and notwithstanding any approvals from the appropriate state entity, can revoke its desire to implement the plan. I. Statement of impact of TIF on taxing jurisdictions within the county: See Attachment #13. V-A. Sub-District Financial Data A. Total 2010 value of property in the municipality: $8,196,900,000. B. Original assessed value of all properties in all existing TIF Districts and proposed sub-district: Existing $305,455,220 Proposed $950,900 Total $306,406,120 Line B divided by line A = 3.73% (cannot exceed 5%). 15 42 of 108 C. Estimate of increased assessed value by year after implementation of the development program: See Attachment #11 D. Percentage of increased assessed value to be applied to the development program fund: See Attachment #11 E. Estimated annual tax increment: $143,503 (Average) F. Total average annual value of development program fund: $143,503 (Average) G. Annual principal and interest payment of bonded indebtedness: N/A H. Financial assumptions and safeguards: The City of Portland seeks to implement its own Waterfront Economic Redevelopment Program and to fund its payment obligations to the Developer under the credit enhancement agreement with the Developer and is under no obligation to repay any bonds that would involve a pledge of the City’s full faith and credit. The City’s participation in this development program is voluntary and notwithstanding any approvals from the appropriate state entity, can revoke its desire to implement the plan. I. Statement of impact of TIF on taxing jurisdictions within the county: See Attachment #14. V-B. Added TIF District Properties of 2018 Districts Financial Data A. Total 2018 value of taxable property in the municipality: $9,049,500,000. B. Original assessed value of all properties in all existing and proposed Amended TIF districts: Existing $1,106,422,670 Proposed $1,817,930 Sub-Total $1,108,260,600 Less Exempt -$973,107,320 Total $135,153,280 Line B divided by line A = 1.493% (cannot exceed 5%). C. Estimate of increased assessed value by year after implementation of the three Added TIF District Properties of 2018: See Attachment #12 D. Percentage of increased assessed value to be applied to the three Added TIF District Properties of 2018 Development Program fund: See Attachment #12 E. Estimated annual tax increment: $495,181 (Average) 16 43 of 108 F. Total average annual value of development program fund: $495,181 (Average) G. Annual principal and interest payment of bonded indebtedness: N/A H. Financial assumptions and safeguards: Under the Original Development Program, the City of Portland only sought to implement its own Waterfront Economic Redevelopment Program and is under no obligation to repay any bonds that would involve a pledge of the City’s full faith and credit. The City’s participation in this development program is voluntary and notwithstanding any approvals from the appropriate state entity, can revoke its desire to implement the plan. II. Statement of impact of TIF on taxing jurisdictions within the county: See Attachment #15. VI. Original Development Program Tax Shifts (See Attachment #13) A. Average Annual Amount: General Purpose Aid to Education Tax Shift: $137,700 Municipal Revenue Sharing Tax Shift: $17,004 County Tax Shift: $7,855 Total Average Annual Savings: $162,560 VI-A Sub-District Tax Shifts (See Attachment #14) General Purpose Aid to Education Tax Shift: $49,822 Municipal Revenue Sharing Tax Shift: $6,183 County Tax Shift: $2,856 Total Average Annual Savings: $58,860 VI-B. Added TIF District Properties of 2018 Tax Shifts (See Attachment #15) A. Average Annual Amount: General Purpose Aid to Education Tax Shift: $122,721 Municipal Revenue Sharing Tax Shift: $11,881 17 44 of 108  County Tax Shift: $10,620 Total Average Annual Savings: $145,223 VII. Amended Development Program Municipal Approvals A. Public Hearing Notice The City of Portland did give proper Notice of Public Hearing in accordance with the requirements of 30-A M.R.S.A. §5226. The notice was published on ______________ in a newspaper of general circulation (see Attachment #15). B. Public Hearing A Public Hearing at which the proposed Amended Development Program for adoption was held on __________________, 2018 in the Portland City Council Chambers. A copy of the minutes of that meeting is included as Attachment #16-A. C. Authorizing Votes An attested copy of the resolution of the Portland City Council amending the Waterfront Redevelopment Program is included as Attachment #17-A. 18 45 of 108 46 of 108 47 of 108 48 of 108 49 of 108 50 of 108 51 of 108 52 of 108 53 of 108 54 of 108 55 of 108 56 of 108 57 of 108 58 of 108 59 of 108 60 of 108 61 of 108 62 of 108 63 of 108 64 of 108 65 of 108 66 of 108 67 of 108 68 of 108 69 of 108 70 of 108 71 of 108 72 of 108 73 of 108 74 of 108 75 of 108 76 of 108 77 of 108 78 of 108 79 of 108 80 of 108 81 of 108 82 of 108 83 of 108 84 of 108 85 of 108 86 of 108 87 of 108 88 of 108 89 of 108 90 of 108 91 of 108 92 of 108 93 of 108 94 of 108 95 of 108 96 of 108  2018 Added Parcels Subdistrict 97 of 108 Attachment 9A-Tax Map of Lots 031-K003001 and 031-K103001 98 of 108 Attachment 9B - Tax Map of 019-A014001 99 of 108 100 of 108 101 of 108  Attachment 12 City of Portland- TIF Projection Table for WTIF Added Parcels of 2018 Captured Captured City Non- Revenue to Revenue to Captured Increased Total Projected Business Municipal General TIF Tax Year- Assessed Value % of Value Captured Projected New Taxes Project Project Fund Year April 1 Real Prop. Captured Valuation Mill Rate Captured Account Account Revenues 1 2018 $5,500,000 100.00% $5,500,000 22.08 $121,457 $0 $121,457 $0 2 2019 $19,200,000 100.00% $19,200,000 22.52 $432,473 $0 $432,473 $0 3 2020 $20,700,000 100.00% $20,700,000 22.98 $475,586 $0 $475,586 $0 4 2021 $20,700,000 100.00% $20,700,000 23.43 $485,097 $0 $485,097 $0 5 2022 $20,700,000 100.00% $20,700,000 23.90 $494,799 $0 $494,799 $0 6 2023 $20,700,000 100.00% $20,700,000 24.38 $504,695 $0 $504,695 $0 7 2024 $20,700,000 100.00% $20,700,000 24.87 $514,789 $0 $514,789 $0 8 2025 $20,700,000 100.00% $20,700,000 25.37 $525,085 $0 $525,085 $0 9 2026 $20,700,000 100.00% $20,700,000 25.87 $535,587 $0 $535,587 $0 10 2027 $20,700,000 100.00% $20,700,000 26.39 $546,298 $0 $546,298 $0 11 2028 $20,700,000 100.00% $20,700,000 26.92 $557,224 $0 $557,224 $0 12 2029 $20,700,000 100.00% $20,700,000 27.46 $568,369 $0 $568,369 $0 13 2030 $20,700,000 100.00% $20,700,000 28.01 $579,736 $0 $579,736 $0 14 2031 $20,700,000 100.00% $20,700,000 28.57 $591,331 $0 $591,331 $0 14 Year TIF $273,100,000 $273,100,000 $6,932,528 $0 $6,932,528 $0 14 Year Averag $19,507,143 $0 $19,507,143 $0 $495,181 $0 $495,181 $0 Notes and Sources: 102 of 108 103 of 108 104 of 108  Attachment 15 Tax Shifts-Avoided Formula Impacts from Sheltering of Valuation: City of Portland- TIF Model for WTIF Added Parcels of 2018 100% Sheltered - 14 years - 100% to City Development Account Avoided Formula Impacts from Sheltering of Valuation Avoided Loss of Avoided Loss of Tax Year- Total Added Sheltered State Aid to for State Municipal Avoided Increase Total Avoided TIF Year April 1 Valuation Valuation Education Revenue Sharing in County Tax Impacts 1 2018 $5,500,000 $5,500,000 $0 $3,350 $2,995 $6,345 2 2019 $19,200,000 $19,200,000 $0 $11,694 $10,453 $22,148 3 2020 $20,700,000 $20,700,000 $0 $12,608 $11,270 $23,877 4 2021 $20,700,000 $20,700,000 $57,270 $12,608 $11,270 $81,147 5 2022 $20,700,000 $20,700,000 $114,540 $12,608 $11,270 $138,417 6 2023 $20,700,000 $20,700,000 $171,810 $12,608 $11,270 $195,687 7 2024 $20,700,000 $20,700,000 $171,810 $12,608 $11,270 $195,687 8 2025 $20,700,000 $20,700,000 $171,810 $12,608 $11,270 $195,687 9 2026 $20,700,000 $20,700,000 $171,810 $12,608 $11,270 $195,687 10 2027 $20,700,000 $20,700,000 $171,810 $12,608 $11,270 $195,687 11 2028 $20,700,000 $20,700,000 $171,810 $12,608 $11,270 $195,687 12 2029 $20,700,000 $20,700,000 $171,810 $12,608 $11,270 $195,687 13 2030 $20,700,000 $20,700,000 $171,810 $12,608 $11,270 $195,687 14 2031 $20,700,000 $20,700,000 $171,810 $12,608 $11,270 $195,687 14 Year TIF Total $273,100,000 $273,100,000 $1,718,100 $166,339 $148,683 $2,033,122 14 Year Average $19,507,143 $19,507,143 $122,721 $11,881 $10,620 $145,223 105 of 108  STATUTORY REQUIREMEN TS AND THRESHOLDS Portland Waterfront TIF | AMD-2 SECTION A. | Acreage Caps 1. Total municipal acreage; 12,386 2. Acreage of proposed Municipal TIF District; 1.675 1 0 3. Downtown-designation acres in proposed Municipal TIF District; 4. Transit-Oriented Development2 acres in proposed Municipal TIF District; 0 5. Total acreage [=A2-A3-A4] of proposed Municipal TIF District counted toward 2% limit; 1.675 6. Percentage [=A5÷A1] of total acreage in proposed Municipal TIF District (CANNOT EXCEED 2%). .0135% 7. Total acreage of all existing/proposed Municipal TIF districts in municipality including Municipal Existing 602.047 Affordable Housing Development districts:3 See attached listing. Proposed 1.675 Total: 603.722 30-A § 5223(3) EXEMPTIONS 4 8. Acreage of an existing/proposed Downtown Municipal TIF district; 421.520 9. Acreage of all existing/proposed Transit-Oriented Development Municipal TIF districts: Thompson’s Point TOD TIF/30 Acres 30 10. Acreage of all existing/proposed Community Wind Power Municipal TIF districts: None 0 11. Acreage in all existing/proposed Municipal TIF districts common to5 Pine Tree Development Zones per 30-A § 5250-I (14)(A) excluding any such acreage also factored in Exemptions 8-10 above: None 0 12. Total acreage [=A7-A8-A9-A10-A11] of all existing/proposed Municipal TIF districts counted 152.202 toward 5% limit; 13. Percentage of total acreage [=A12÷A1] of all existing/proposed Municipal TIF districts (CANNOT 1.29% EXCEED 5%). 14. Real property in proposed Municipal TIF District that is: AC RE S % [=Acres÷A2] a. A blighted area; b. In need of rehabilitation, redevelopment or conservation; c. Suitable for commercial or arts district uses. 1.675 100% TO T AL (except for § 5223 (3) exemptions a., b. OR c. must be at least 25%) 1 Before final designation, the Commissioner will seek advice from MDOACF and MDOT per 30-A § 5226(2). 2 For Transit-Oriented Development (TOD) definitions see 30-A § 5222 sub-§§ 19-24. 3 For AH-TIF acreage requirement see 30-A § 5247(3)(B). Alternatively, Section B. must exclude AH-TIF valuation. 4 Downtown/TOD overlap nets single acreage/valuation caps exemption. 5 PTDZ districts approved through December 31, 2008. Page 1 of 2 | Revised NOV-10-2015 106 of 108  STATUTORY REQUIREMEN TS AND THRESHOLDS Portland Waterfront TIF | AMD-2 SECTION B. | Valuation Cap 1. Total TAXABLE municipal valuation—use most recent April 1; $9,049,500,000 2. Taxable Original Assessed Value (OAV) of proposed Municipal TIF District as of March 31 preceding municipal designation—same as April 1 prior to such March 31; $1,817,930 3. Taxable OAV of all existing/proposed Municipal TIF districts in municipality excluding Existing $1,106,442,670 Municipal Affordable Housing Development districts: See Attached Listing Proposed $1,817,930 Total: $1,108,260,600 30-A § 5223(3) EXEMPTIO NS 4. Taxable OAV of an existing/proposed Downtown Municipal TIF district; $968,136,850 5. Taxable OAV of all existing/proposed Transit-Oriented Development Municipal TIF districts: Thompson’s Point TOD TIF $4,970,470 6. Taxable OAV of all existing/proposed Community Wind Power Municipal TIF districts: None $0 7. Taxable OAV of all existing/proposed Single Taxpayer/High Valuation6 Municipal TIF districts: $0 None 8. Taxable OAV in all existing/proposed Municipal TIF districts common to Pine Tree Development Zones per 30-A § 5250-I (14)(A) excluding any such OAV also factored in Exemptions 4-7 above: 0 None 9. Total taxable OAV [=B3-B4-B5-B6-B7-B8] of all existing/proposed Municipal TIF districts $135,153,280 counted toward 5% limit; 10. Percentage of total taxable OAV [=B9÷B1] of all existing/proposed Municipal TIF districts 1.49% (CANNOT EXCEED 5%). COMPLETED BY N A M E : Lori Paulette D A T E : 1/30/2018 6 For this exemption see 30-A §5223(3)(C) sub-§§ 1-4. Page 2 of 2 | Revised NOV-10-2015 107 of 108  Listing of Existing TIF Districts for MDECD for City's Application for Amending WTIF to add Parcels - Approved by City Council a/o ___________ Active TIFs Original Assessed TIF District FY Start/End Value (OAV) Acres Bramhall/Holt Hall FY1999-00/FY2018-19 $349,110 1.030 Waterfront/and Sub District FY2002-03/FY2031-32 $7,667,310 4.950 - adding Union Wharf and Wex FY2018-19/FY2031-32 $1,817,930 1.675 Bayside Expanded TIF District FY2003-04/FY2032-33 $122,318,180 129.180 Riverwalk/Ocean Gateway FY2006-07/FY2018-19 $1,085,550 3.680 Pearl Place/Avesta-AH TIF FY2007-08/FY2035-36 $0 1.035 Baxter Library TIF District FY2010-11/FY2018-19 $0 0.370 Public Market/Power Pay FY2010-11/FY2039-40 $1,862,600 1.070 McAuley Place FY2009-10/FY2038-39 $0 5.320 Avesta/409 Cumberland Ave-AH TIF FY2013-14/FY2034-35 $0 0.410 Thompson's Pt TOD/TIF II FY2014-15/FY2043-44 $4,970,470 30.000 134 Washington Avenue/AH TIF FY2014-15/FY2033-34 $0 0.230 17 Carleton St/AH TIF FY2015-16/FY2036-37 $0 0.572 Downtown TOD and Omnibus TIF District FY2015-16/FY2044-45 $968,136,850 421.520 ImmuCell TIF FY2017-18/FY2028-29 $52,600 1.110 58 Boyd Street/AH TIF $0 0.480 Deering Place/AHTIF $0 1.090 Sub-Total: $1,108,260,600 603.722 Less Exempt: Thompson's Point (TOD TIF) FY2014-15/FY2043-44 -$4,970,470 -30.000 Downtown TOD and Omnibus TIF District FY2015-16/FY2044-45 -$968,136,850 -421.520 Totals for Caps: $135,153,280 152.202 FY18 Aggregate Total Value: $9,049,500,000 Total Acreage for Ptld: 12,386.000 5% Allowed to be TIF'd: $452,475,000 619.300 Current Amounts TIF'd: $135,153,280 152.202 Amount Remaining that can be TIF'd: $317,321,720 467.098 Waterfront ME FY2011-12/FY2030-31 Laurie Carlson said total taxable value for FY18 is: $7,385,483,590 108 of 108  Economic Development Department Gregory A. Mitchell, Director MEMORANDUM TO: Economic Development Committee FROM: Greg Mitchell, Economic Development Director DATE: January 31, 2018 SUBJECT: 2017 Economic Development Committee Work Plan Accomplishments/ Possible 2018 EDC Work Plan Items This memorandum outlines the status of the EDC 2017 Work Plan activities and results, including 2017 Mayor and City Council economic development goals. It also highlights in yellow possible carryover items for 2018. Broadband Access (2017 Mayor and City Council Goal). High speed infrastructure; broad band. IN PROCESS AND NEXT STEPS. At the July 26th, 2016, EDC meeting, staff provided a summary of a proposed Master Lease Agreement with Verizon to support small cell technology investment in Portland. The City Council approved this Master Lease on August 1, 2016. Also, it is noted the City issued a News Release on July 19th, 2016, with the topic “City Seeks Citizens to Complete Internet Services Survey” and noting “Selects SiFi Networks to explore potential citywide fiber network”. Staff continues to work with SiFi Networks to move forward with a public-private partnership. A City Council workshop was held on December 12, 2016 with Council direction to refer negotiations to the EDC to finalize partnership documents for recommendation to the City Council. Jon Jennings to provide update. This was not taken up in 2017. Eastern Waterfront Public Infrastructure Investment/Increase Utilization of the Portland Ocean Terminal (POT) (2017 Mayor and City Council Goal) Establish direction on the future of the Portland Ocean Terminal, including waterfront concerts and Compass Park. With as much as 70,000 square feet of vacant space, the Portland Ocean Terminal on the Maine State Pier needs a plan for investment and optimized utilization. Existing uses, including City cruise ship port of call support, Portland Tugboat, and Ready Seafood, provide a solid basis for growth; however, the building’s age, condition, location within a Federal security area, and lack of 1 supporting infrastructure (parking, loading, sidewalks …) severely limit the potential reuse of the building as currently configured. See sections entitled “Eastern Waterfront Public Infrastructure Investment” and “Establishing New Policy Direction” for more information and inter-relationship with approaches to improving utilization of the POT. At the September 5, 2017 EDC meeting, City Waterfront Coordinator Bill Needelman provided the Committee with an overview and process to go forward, including conducting an inventory of uses, understanding current conditions, and coordination with existing operations. In the short-term, provide basic circulation and utilities changes and moving utilities into the main building. The second floor provides the most opportunity for increased development; the main floor is used by the City, storage in the winter for cruise ship activities, as well as Ready Seafood’s use and other marine dependent uses. On October 2, the City Council held a workshop on suggested plans for the future of the POT, which was then followed by an EDC meeting on November 28 with staff providing illustrative redevelopment concepts for feedback from the Committee, including a draft updated Policy Statement for the POT. This was favorably received by the Committee, noting that work on this would continue with the 2018 EDC. Tax Increment Financing Policy and Districts (2017 Mayor and City Council Goal) TIF Policy Guidelines-Review for Possible Proposed Amendments to the City Council: Pursuant to City Council Order #61 passed unanimously on September 19, 2016, the Council referred to the EDC the current TIF Policy for consideration of amendments including, but not limited to, the addition of provisions for:  Local Hire  Ethnic and Gender Diversity  Economically Disadvantaged Participation;  Veteran Preference;  Adherence to State of Federal Prevailing Wages; and,  Participation in a Job Training or Apprentice Ship Program. At the EDC meeting on April 18, 2017, it held a public hearing regarding the Mayor’s proposed amendments to the TIF Policy. Public comments received were both in favor and opposed to the draft amendments, followed by EDC discussion and requests for clarifying language and points of information. The EDC continued discussion on proposed TIF Policy Amendments at its June 6, July 25, and August 22 meetings. At the October 3, 2017 EDC meeting, after review and discussion, the EDC recommended to forward the proposed TIF Policy Amendments to the City Council for approval. The City Council approved the TIF Policy Amendments at its November 20, 2017 meeting. In addition, during the EDC’s discussion of TIF Policy amendments, the EDC recommended that the City Manager and/or his/her designee undertake an analysis of the costs associated with the City undertaking an Employment Disparity Study and report back to the EDC in January 2018, and to 2 explore the establishment of a City workforce job training program, utilizing funds from area-wide TIF Districts to fund the program. Payment In Lieu of Taxes (PILOT) New City Policy Staff prepared a draft policy for EDC consideration for non-profit tax exempt organizations to contribute annually to cover the cost of municipal services. At the September 5 EDC meeting, City Finance Director Brendan O’Connell provided a general overview of a proposed policy, and at the November 28 EDC meeting, provided a draft policy for review, discussion, and feedback. It is anticipated the 2018 EDC will continue its review and make a recommendation to the City Council. Establish Development Impact Fees Staff will work with the EDC to create a formula that standardizes fees - providing certainty to the development community and City resources. At the September 5 EDC meeting, Planning and Urban Development Director Jeff Levine provided a general overview of the current City current impact fees, determined through development review. Next step is to bring a proposed overall impact fee policy to the EDC so that both the City and developers know formulas for impact fees and can insert them into pro formas. Eastern Waterfront Public Infrastructure Investment Investing in public infrastructure is an important municipal government responsibility to attract private sector investment. Locations which require public infrastructure planning include both implementation of existing policies and creating new policy direction for investment: Implementing Existing Policy: Private Development Integration. The Economic Development Department is leading a Planning, Public Works, and Parks & Recreation Department discussion to plan road, parking garage, and utility extensions in Portland’s Eastern Waterfront, facilitating planned and future development consistent with the Eastern Waterfront Master Plan (EWMP.) Next Steps. This item was discussed with the EDC at its January 3, 2017 meeting regarding issuing a Request for Proposals to stimulate parking garage development in the block of Hancock, Fore, and Thames Street, and the new Thames Street to Fore Street Connector Road, in exchange for selling the City-owned Thames Street lot and securing public right-of- way for the new Connector Road. As a result of that EDC meeting, staff presented a draft RFP for sale of a portion of the Thames Street lot at the EDC’s meeting on March 29, 2017, which resulted in EDC authorization to staff to advertise the RFP, with responses due to the City May 4, 2017. The EDC reviewed responses, in executive session, at its May 9, 2017 meeting. Please refer to “City Properties” section for the Thames Street property item. 3  Amethyst Lot Open Space Development. Implementing recommendations from the EWMP and conditions of approval from Ocean Gateway, to define program and design elements for signature waterfront open space promoting recreation and active use of the water. Next Steps. In May of 2016, the City Council approved $80,000 in funding to support a planning and public process scope for the Amethyst Lot. An RFP was issued for design services which generated 10 credible proposals from firms with local, national, and international experience. A staff review committee recommended hiring Stantec and the contract was finalized. Since then, a group of City employees worked with Stantec in furthering the design process. The EDC was provided a concept of redevelopment at its August 22 meeting, with overall consensus of agreement with the concept, which has been informally called “Portland Landing”. The EDC will be kept updated on the continued public process. Establishing New Policy Direction: Ocean Gateway to discuss reconfiguration of the “queuing area” located behind the fence to free up property for more diversified marine activity, support for the Portland Ocean Terminal, and expanded access to the water for commercial and public uses. The City Manager met with Custom Border Protection (CBP) personnel to discuss relocating U.S. Customs pre-clearance to Yarmouth, Nova Scotia. Staff is researching options; update forthcoming. Possible new Pier development between Ocean Gateway and the Maine State Pier to support increased commercial use of the waterfront and support for the marine passenger industry. Staff is exploring Federal funding opportunities and updates will be provided when appropriate. Portland Ocean Terminal (POT). Evaluate supporting infrastructure to attract increased commercial and marine tenant use of available 25,000 +/- square feet of vacant second floor office space and 70,000 square feet of vacant ground floor marine industrial space, coupled with waterfront concerts use and Compass Park use. On October 2, the City Council held a workshop on suggested plans for the future of the POT, which was then followed by an EDC meeting on November 28 with staff providing illustrative redevelopment concepts for feedback from the Committee, including a draft updated Policy Statement for the POT. This was favorably received by the Committee, noting that work on this would continue with the 2018 EDC. Portland Transportation Center (PTC) In partnership with the MDOT, NNEPRA, and private sector property owners, work to develop an expanded intermodal passenger station in the Thompson Point area. Next Steps. Staff to work with the transportation agencies and private partners to establish timeline and work plan for PTC improvements. Present briefing to the EDC when appropriate. 4 Lease of City Properties Leasing City owned properties requires City Council approval. Policy discussion regarding the leasing of City owned properties needs to be discussed. Examples of commercial leases requiring EDC (in the form of a recommendation to the City Council) and City Council action include: Ocean Gateway to support ferry operator lease. At the March 7, 2017 EDC meeting in executive session, staff discussed proposed amendments to the Bay Ferries Lease for guidance and direction. This was followed by a public meeting of the EDC on April 4, 2017, for its recommendation and vote to the City Council for action prior to 2017 season, at which time the EDC recommended to the City Council approval of the amended Lease. The City Council unanimously approved the Amended Lease at its April 24, 2017 Council meeting. Bay Ferries is estimated to generate over $265,000 to the City from space rent, parking, passenger/vehicle fees, and berthing fees. An amendment to the Bay Ferries Lease is under negotiation to extend ferry service in 2018 subject to conditions. Portland Ocean Terminal tenant leases including Ready Seafood Companies. Amendments to this Lease will be proposed in 2018. Spring Street Parking Garage Commercial tenant leases including the former Pirates space, with 1,172 square feet. Staff requested guidance from the EDC, in executive session, at its May 9 and July 19, 2017 meetings for terms for lease rental and parking garage revenue sharing agreement. Tenant Lease and parking garage revenue sharing agreement will be presented when ready. Casco Bay Island Transit District (CBITD) Lease: Staff is beginning its review of the existing Lease to recommend, at the appropriate time, amendments. This current 30-year lease expires June 2018. Next Steps include presenting commercial leases to the EDC when ready. City Properties Sales Bayside former Public Works properties. City staff issued a Request for Proposals for commercial broker services to assist the City with the sale of these properties; CBRE/The Boulos Company was chosen after review of the proposals. Staff will work with the EDC and ultimately the City Council regarding any final property sale decisions. At the January 3, 2017 EDC meeting, staff presented an overview of the Bayside properties, followed by a public hearing by the EDC on January 31, 2017. At a special meeting of the EDC on February 28, 2017, it was provided an update by CBRE/The Boulos Company on their methods of marketing, followed by a tour of the properties. The EDC then met on March 7, 2017, and discussed these properties and voted unanimously on a sales approach for 5 Boulos to market these properties with no restrictions, and for Boulos to encourage/leverage workforce housing on Parcel 1, now a parking lot. Public Comment was received at the March 7, 2017, EDC meeting. Offers were due in to CBRE/The Boulos Company by May 12, 2017. The EDC reviewed the offers at its May 23, 2017 meeting in executive session, and again on June 6, 2017. This was followed by Developer presentations at the June 27 EDC meeting, where public comment was taken, and followed by an executive session. At its July 19 meeting, City staff provided recommendations to sell the property, public comment taken, and followed by executive session. The EDC was presented a Purchase and Sale Agreement for 56 Parris Street on August 22, 2017, public comment taken, and executive session followed. At the September 19, 2017 EDC meeting, it reviewed Purchase and Sale Agreements for 56 Parris Street, 82 Hanover Street, 65 Hanover Street, and 178 Kennebec Street, public comment taken, and recommended them to the City Council. At the October 2, 2017 City Council meeting, the City Council approved of these four Purchase and Sale Agreements. Both parties are now in the due diligence period and will close on these properties early 2018. 44 Hanover Street – The proposed Purchase and Sale Agreement will be reviewed by the EDC in 2018 for a recommendation to the City Council. Riverside Street Seven (7) Acre Industrial Property. City staff has been marketing this property for sale and has attracted an interested developer which has been discussed, in executive session, with the EDC during 2016. At the January 3, 2017 EDC meeting, staff presented an overview of the Riverside Street property and the 7-acre site, including the recent need to install a City communication tower for its emergency management system. At the March 7, 2017 EDC meeting in executive session, staff discussed interest in this property and receive guidance on future negotiations. A draft Purchase and Sale Agreement was presented to the EDC in public session at its April 4, 2017 meeting. At that meeting, the EDC voted unanimously to recommend to the City Council approval of the Purchase and Sale Agreement for sale of this 7+/- acre parcel to AIM Riverside II, LLC in the amount of $604,800. At the April 24, 2017 City Council meeting, it voted unanimously to approve the Purchase and Sale Agreement. The proposed development for the 7-acre site includes multi-industrial tenant type development with over 75,000 square feet. Since then, the Developer has contacted the City to terminate the Purchase and Sale Agreement. The site is now available for sale and interest has been shown. Staff will present the EDC with any proposed sale in 2018. Thames Street Gravel Parking Lot. At the January 3, 2017 EDC meeting, staff presented an overview of this property, followed by a public hearing by the EDC on January 31, 2017. Next step was to finalize a Request for Proposals for a portion of the Thames Street property for sale to stimulate development on the site and a parking garage in the area for EDC review and recommendation to place out to bid. The draft RFP was presented to the EDC on March 29, 2017, for review and recommendation to issue the RFP for sale of a portion of the lot. 6 This was another opportunity for public comment, as well as when the EDC reviews and recommends a purchase and sale agreement to the City Council, and again at the City Council when it takes up the matter. At the March 29, 2017 EDC meeting, it voted unanimously to authorize staff to advertise the RFP for sale of a portion of the Thames Street property. Proposals are due in to the City May 4, 2017, and the EDC reviewed the two proposals, in executive session, at its May 9, 2017 meeting. This was followed by Developer presentations, EDC questions, public comment taken, followed by an executive session on May 23, 2017. At its July 19 meeting, City provided recommendations to sell the property, public comment taken, and followed by executive session; followed by executive sessions on June 6 and June 27 and July 19; and a public session, with public comment, on August 1 at which time it recommended to the City Council a Purchase and Sale Agreement to 0 Hancock Street LLC. The City Council approved the Purchase and Sale Agreement at its August 21, 2017 meeting, and the sale closed September 28, 2017. Construction of the new headquarters for WEX is now underway. Cotton Street Parking Lot. At the January 3, 2017 EDC meeting, staff presented an overview of this property – as well as update in executive session, followed by a City Council workshop on the proposed Amended and Restated Land Exchange Agreement with JB Brown, substituting the Cotton Street Parking Lot for the City’s One Cambridge Street lot. This item was on the March 7, 2017, EDC Agenda for a review and recommendation to the City Council, which resulted in a 2-0-1 vote (Thibodeau abstained) to forward to the City Council for approval. The public had an opportunity to comment at the March 7, 2017, EDC meeting and also had an opportunity for public comment again at the City Council meeting when it took up the matter on April 5, 2017, at which time the Council voted 8-0 (Thibodeau recused) to approve the land exchange. Former Reed School. City issued a Request for Proposals for sale and redevelopment of the Reed School. Staff presented the proposed Purchase and Sale Agreement to the City Council at its May 15 meeting for review and approval. The Council voted unanimously (9-0) to approve the Agreement with Developers Collaborative Predevelopment LLC for the sale. Strip of Land on Federal Street. At its March 7, 2017, meeting, the EDC reviewed an application to purchase a strip of City property on Federal Street, used as an access driveway to an abutting, landlocked parcel. Deed restrictions restrict its use as an access to the landlocked parcel. This was tabled for a tour of the property and taken back up at the March 29, 2017 EDC meeting, at which time the EDC voted unanimously to authorize staff to advertise for bid to the two abutting lot owners only. The Bid document was issued and the deadline to submit bids was set as May 12, 2017. The EDC reviewed the one bid received in open session, followed by an executive session, at its May 23, 2017 meeting. At its June 6 meeting, the EDC voted unanimously for forward the Purchase and Sale Agreement, with New Height Group, to the City Council for approval. The City Council approved the Purchase and Sale Agreement at its June 19, 2017 meeting, and the sale closed November 14, 2017. 7  City/MDOT/CPB2 Land Exchange The EDC reviewed the Land Exchange Agreement between CPB2/MDOT/City of Portland at its March 7, 2017 meeting. This was tabled for a tour of the land area being exchange between the Portland Company Complex and the Amethyst Lot. At the March 29, 2017 EDC meeting, it unanimously recommended that the City Council approved by the proposed Land Exchange Agreement. The City Council unanimously approved the Land Exchange Agreement at its April 24, 2017 Council meeting, which Agreement was fully executed as of June 21, 2017. Acquisitions Redlon Woods: The Land Bank Commission is interested in accepting donations, acquiring private property vacant land, and placing tax-acquired vacant parcels in this area of the City into the Land Bank. Because of the property acquisition, this will come before the EDC, as well as the Land Bank Commission (LBC) for recommendations to the City Council. At the January 3, 2017 EDC meeting, staff presented an overview of the Redlon area. At the EDC meeting on September 19, 2017, it reviewed the LBC’s recommendation to the City Council for placing certain tax-acquired, City-owned, and a private donated vacant land parcel for placement in the Land Bank and recommended to the City Council to place the properties in the Land Bank. The City Council reviewed this at its October 2nd meeting and tabled it for further information on whether the vacant land was suitable for residential development. At its October 16th meeting, it received a report that the vacant land was not suitable for residential. It also tabled this item to the January 3rd Council meeting at staff’s request to review legal issues associated with the tax-acquired property. TIF Districts: Annual TIF Report to City Council: Annually the Economic Development Department issues a City Fiscal Year Report related to Portland TIF District activity. This report is available on the City web page at: http://www.portlandmaine.gov/529/Tax-Increment-Financing. The 2017 Annual Report is expected to be presented to the EDC early 2018. Possible Amendments to Waterfront and Thompson’s Point TIF Districts: One recommended TIF District amendment to discuss, in 2018, is the possible geographic expansion of the Waterfront TIF District. The areas to consider including in the Waterfront TIF District are East and West Commercial Street properties due to planned private sector investment projects and supporting public infrastructure needs. In addition, the Thompson’s Point TOD TIF may be brought to the EDC for possible amendments, which amendments would need to be authorized by the City Council. Next Steps: Presenting any private TIF District requests to the EDC for direction, along with revisiting the Waterfront TIF District boundaries for possible expansion. Downtown TOD TIF District Amendment: At its October 24, 2017 meeting, the EDC reviewed a requested Amendment to this District to take out 58 Boyd Street in order for that to be a freestanding 8 affordable housing district. The Committee voted to forward this to the City Council for approval, which approval was given at the November 20th Council meeting. 58 Boyd Street Affordable Housing (AH) TIF District Establishment: At its October 24, 2017 meeting, the EDC reviewed the request for establishment of an AH TIF District at 58 Boyd Street by the Portland Housing Development Corporation (PHDC). PHDC proposed to construct a 55-unit, mixed-income, multi-family rental apartment building on this site it owns. The Committee voted to forward this to the City Council for approval, which approval was given at the November 20th Council meeting. 61 Deering Street and 510 Cumberland Avenue AH TIF District Establishment: At its October 24, 2017 meeting, the EDC reviewed the request for establishment of an AH TIF District at 61 Deering Street and 510 Cumberland Avenue by Avesta Housing. Avesta proposed to renovate and construct an eighty (80) mixed-income rental housing development on this site it owns. The Committee voted to forward this to the City Council for approval, which approval was given at the November 20th Council meeting. Ordinance Amendments for the Permitting and Inspections Department At the April 18, 2017 EDC meeting, it reviewed proposed Ordinance amendments for the Permitting and Inspections Department, at which time it was tabled to the May 9, 2017 EDC meeting. It was taken up at the May 9 meeting and the EDC voted to forward the amendments onto the City Council. The City Council voted to approve the amendments at its August 21, 2017 meeting. Outdoor Seating for Food Service Establishments Review current permitting process/ordinance and any barriers, particularly for older buildings. Staff is working on this topic. Updates will be provided when appropriate. Open Forum for Restauranteurs: Forum for restaurant owners to talk about what is going well, what is not, and any other issues or comments they may have. Re-write of Land Use Code Chapter 14. Funding is included in the City Manager’s budget to hire Planning staff to undertake this rewrite. Intern Program for both High School and College Students, perhaps 5 to 10 hours per week. This could be a public/private collaboration, perhaps with a task force and working with the School Department. Food Trucks: Expand areas/times for the trucks to be in operation. (This may be a joint meeting of the EDC and the Health and Human Services Committee.) Explore closing Exchange Street on certain days; more open storefronts. Work with Portland Downtown in exploring these ideas. Convention Center: EDC to be provided periodic updates from the Maine Convention Center Collaborative. Other Unanticipated Matters as they come up. 9