CITY OF PORTLAND, MAINE Sale of Portion of City Owned Thames Street Property RFP #6917 05.03.2017 Submitted To: Submitted By: Matthew F. Fitzgerald Purchasing Manager City of Portland 389 Congress Street Portland, Maine 04101 Jonathan Cohen, Manager 0 Hancock Street, LLC May 3, 2017 Matthew F. Fitzgerald Purchasing Manager City of Portland 389 Congress Street Portland, Maine 04101 RE: RFP #6917 - Sale of Portion of City Owned Thames Street Property Dear Mr. Fitzgerald: I am pleased to provide you with 0 Hancock Street, LLC’s attached response to the City of Portland’s Request for Proposal for the sale of a portion of the City owned Thames Street property (the “Property”). We have entered in an agreement with WEX Inc. (“WEX”), one of Maine’s leading technology companies, to propose a mixed-use development of the Property that will serve as WEX’s world corporate headquarters. This project will bring hundreds of new jobs to Portland’s Eastern Waterfront and will serve as a catalyst for future development and job creation. We also expect that this project will enhance Portland’s growing reputation as an innovative, business-friendly city. As you will see in our detailed response, our proposal will successfully accomplish all of the three noted goals of the City’s RFP. We thank you for the opportunity to respond to this proposal. We are available to answer any questions and would welcome the opportunity to contribute to further growth of this great city. Thank you, Jonathan Cohen, Manager 0 Hancock Street, LLC 1 PROPOSAL FORM (?Sale of Portion of City Owned Thames Street Property? RFP #6917 THIS SHEET MUST BE INCLUDED IN YOUR PROPOSAL The undersigned hereby declares that he/she or they are the only person(s), ?rm or corporation interested in this proposal as principal, that it is made without any connection with any other person(s), firm or corporation submitting a proposal for the same, and that no person acting for or employed by the City of Portland is directly or indirectly interested in this proposal or in any anticipated pro?ts which may be derived there from. The undersigned hereby declares that they have read and understand all conditions as outlined in this Request for Proposals, and that the proposal is made in accordance with the same. The bidder acknowledges the receipt of Addenda numbered: 1 and 2 COMPANY NAME 0 Hancock Street, LLC AUTHORIZED SIGNATURE MW DATE May3, 2017 NAME TITLE: Jonathan Cohen, Manager PO. Box 910, Westbrook, Maine 04098-0910 ADDRESS: iCOhen@a-d-W-bi7- PHONE NUMBER: (207)776-0304 FAX NUMBER: (207)775-4367 TYPE OF ORGANIZATION - PARTNERSHIP, CORPORATION, INDIVIDUAL, OTHER: Limited Liability Company STATE OF INCORPORATION, IF APPLICABLE: Maine FEDERAL TAX IDENTIFICATION NUMBER (Required): 82-1346292 NOTE: Proposals must bear the handwritten signature of a duly authorized member or employee of the organization submitting a proposal. TABLE OF CONTENTS I. SUMMARY OF PROPOSAL 4 Exhibit A - Letter from WEX CEO 5 II. CRITERIA RESPONSES 1. Community Integration as guided by the Eastern Waterfront master plan 6 2. Public benefit to the city 8 3. Purchase price 8 4. Additional financial benefit to the city 8 5. Proposers proven capacity and relevant experience 9 III. POTENTIAL PROJECT TIMELINE 11 IV. ADDITIONAL EXHIBITS 12 Exhibit B - Potential Thames Street Road Extensions Exhibit C - Eastern Waterfront height study Exhibit D - “Fallback” build-out scheme from EWMP Exhibit E - Potential project aerial view Exhibit F - Potential project Casco Bay perspective Exhibit G - Thames Street perspective Exhibit H - Thames Street night perspective Exhibit I - Concept site plan Exhibit J - Concept site plan showing parking locations Exhibit K - 100 Fore Street Exhibit L - Potential structured parking on 100 Fore Street Exhibit M - Sidewalk dimensions Exhibit N - Rooftop deck perspective Exhibit O - Androscoggin Bank letter 3 I. SUMMARY OF PROPOSAL We have entered into a long-term agreement with WEX Inc (“WEX”), one of Maine’s leading technology companies, to propose a mixed-use development on the city owned property at the corner of Hancock and Thames Street (the “Property”) that will serve as WEX’s world corporate headquarters. This will act as a catalyst to successfully achieve the goals of the Thames Street RFP. Private Sector Investment The proposed project includes a 100,000 square foot, 4-story mixed-use building with a portion of the first floor and all upper floors designated as office space for WEX and 10,000 square feet of the first floor as retail space. The project is guided by the Eastern Waterfront Master Plan and is designed to allow permeability and accessibility across the site. WEX has agreed on a long-term commitment to lease a minimum of 80,000 square feet in the building. As noted in the attached letter from Melissa Smith, CEO of WEX, this will bring 450 jobs to Portland with the forecast of hundreds of additional jobs during the term of WEX’s lease. Parking This project would provide sufficient replacement parking to satisfy the City’s parking needs with the opportunity to create further incremental parking through construction of a parking deck in the adjacent lot on 100 Fore Street. This would satisfy City and WEX parking needs, plus further potential to create incremental parking. A preliminary assessment shows that a new parking deck could hold up to 1,750 parking spaces which would provide extraordinary relief to downtown parking requirements. Future Streets NEW CONNECTOR ROAD The design would also maintain a view corridor along the proposed Mountfort Street Extension and we would be willing to discuss the proposed New Connector Road, as the principals of 0 Hancock Street, LLC are owners of the 100 Fore Street lot. 4 Concept Site Plan Showing Parking Locations EXHIBIT A - A LETTER FROM WEX CEO May 3, 2017 Portland City Council and Economic Development Council: I was born and raised in Maine, but my commitment to this area goes much deeper than my personal affinity for it and my love for the community. As the President and CEO of WEX, I’ve had the honor of helping build a business here – a one billion dollar global business. Now as we look to expand, I’d like to do that here in Portland. In the following documents, you will find the attached official bid for space at 0 Hancock Street, which we would like to make our global headquarters. In relocating to this site, there are a number of contributions that WEX would make to this project which we believe would be a tremendous step to continued development of the waterfront in connection with the Eastern Waterfront Master Plan. Some of these contributions would include: • 15 year lease commitment with a minimum of occupancy of 80,000 square feet • 450 new jobs in the City of Portland with potential for an additional 200 future incremental new jobs • Increased revenue to the City through property taxes • Increased hospitality demand as we will look to partner with local hotels for our incoming staff and visitors • Increased retail availability on the first floor of the building • Increased local retail business in connection with our local workforce • Continued community participation with potential to host community functions • Enhance Portland’s image as a city that encourages a technology hub. Our objective with this project is creating a motivating and desirable environment for our current employees and also creating a “world class” recruiting tool for future new employees that would like to contribute to the growth of our company and share a desire to live and work in downtown Portland. We believe that this project would add to our mutual success by providing a desired work environment. We are committed to continuing our growth in Maine, and would love to share the benefits of this growth with the City of Portland. Thank you for your consideration. Sincerely, Melissa Smith President and CEO, WEX Inc. . 5 II. RESPONSES TO SELECTION CRITERIA 1. Community Integration as Guided by the Eastern Waterfront Master Plan Overview of Site The Property is a prime location for a mixed-use development that takes advantage of proximity to the heavy foot and car traffic from the Old Port as well as expansive views of the harbor and accessibility to the City’s adjacent parks and walking paths. The advantages of the Property are highlighted in the Eastern Waterfront Master Plan (the “EWMP”) for the Thames Street road extension (see Exhibit B) and the site is best suited to be densely developed with office and retail space surrounded by pedestrian pathways and public plazas and amenities that create a high demand for parking. A great benefit to the site is the natural slope of the East End of Portland, north of the Property, which allows for the creation of a denser urban fabric through height along Thames Street without creating a wall in front of the residential housing units (see Exhibit C). The EWMP allocates primary and secondary street frontage to buildings and the interior portion of the Property which is shown as accessible by a new tertiary road designated for parking (see Exhibit D). Proposed Building and Site Plan Our proposal is for a 100,000 square foot, 4-story mixed-use building with a 30,000 square foot footprint. A portion of the first floor and all upper floors are designated as office space for WEX and 10,000 square feet of the first floor is designed as retail space to encourage pedestrian traffic and enhance and extend the retail segment of the Old Port (see Exhibits E through H). Both of these uses will bring hundreds of jobs to the City of Portland and will provide meaningful benefits to the City’s economy and tax base. Thames Street Perspective 6 Our site plan (see Exhibit J) includes the beginning of a new road which is to be continued with future development behind the proposed building. This new road will create delivery routes as well as a pedestrian path to proposed planted plazas in the interior space and a pedestrian connector to Thames Street bordering on the proposed Mountfort Extension and view corridor. Our proposal eliminates parking from the core of the site through the provision of parking at nearby locations owned and operated by the principals of 0 Hancock Street, LLC, including at the Ocean Gateway Garage and 100 Fore Street (see Exhibits K&L). The 100 Fore Street site and the Ocean Gateway Garage can accommodate, at a minimum, replacement parking for 53 City parking spaces and 117 public parking spaces lost as a result of the sale of the Property and approximately 320 parking spaces for employees of WEX, all at market rates. Pedestrian and public outdoor space: By eliminating parking on the Property, our proposal creates the opportunity for higher density and more pedestrian and public outdoor space, including sidewalk extensions as outlined in the EWMP (see Exhibit M). Public green spaces are included that create new walkable areas and landscaping which additionally helps buffer users from traffic. The public square will create a strong entrance to the retail portion of the Property which would begin along Thames Street and turn and continue along the length of the plaza to create multiple pedestrian entrances. The plaza would be a prime space to include plantings, street furniture, public art or a monument. In addition to ample public outdoor space created at the ground level, our proposal includes a large roof deck that will take advantage of the accessible roof space left behind due to the required height changes included in the B6 Height Overlay. This large roof deck would create a prominent Casco Bay viewing area for the tenants of the Property (see Exhibit N). Transportation: The EWMP conveys a strong interest in development, promoting multiple types of transportation. As the tenant for the Property, WEX would bring with it hundreds of employees who would be able to take full advantage of the proximity of systems already in place, including the nearby ferry terminal, the walking and biking trail across the street and the bus stop at the corner of Atlantic and Fore Street. The retail portion of the Property would also encourage the already in place pedestrian access joining the Old Port to the East End Path. In addition to the systems already in place, bicycle storage could be added to the Property, with exterior storage and racks in the plaza, along with interior storage in the Ocean Gateway Garage or the potential 100 Fore Street parking facility.   7 2. Public Benefit to the City We have partnered with WEX to bring this exciting proposal to the City of Portland. Our plan includes a 15 year lease with a minimum occupancy of 80,000 square feet. Our proposal will have significant public benefits to the City. Net new jobs to the City: Our proposal will bring upwards of 450 new permanent jobs to the City of Portland, including a potential additional 200 incremental jobs to the State of Maine. Additionally, the development of the Property will provide the following benefits: • Increased revenue to the City real property tax • Increased hotel demand for incoming staff and visitors to WEX • Increased retail availability on the 1st floor of the building • Increased local retail business catering to Portland’s local workforce • At least 400 construction jobs during the period of construction from local firms. A letter from Melissa Smith, CEO of WEX, attached as Exhibit A, further outlines the many public benefits to the City that would result from the development of the Property. Future Mountfort Street Extension and New Connector Road rights-of-way: Our project envisions a mixed-use development that provides permeability and accessibility across the Property. The location of the building and plaza are designed in a way to maintain the view corridor along the proposed Mountfort Street Extension as guided by the Eastern Waterfront Master Plan (see Exhibit B). Further, the potential new structured parking facility at 100 Fore Street can accommodate the proposed New Connector Road as shown in Exhibit L.   3. Purchase Price We are prepared to offer the City $2,500,000 for the property.   4. Additional Financial Benefit to the City Our proposal will bring significant additional financial benefits to the City beyond the purchase price, including: Net new real property tax revenue. We anticipate that the development of the Property will bring a minimum of $320,000 per year in net new real property tax revenue, based on the current mil rate of 21.11. Parking. As noted above, we are able to eliminate parking from the core of the site through the provision of parking at nearby locations owned and operated by the principals of 0 Hancock Street, LLC. Our parking management plan includes accommodation for parking at market rate for 53 City replacement parking spaces and 117 public parking spaces, lost as a result of the sale of Property, as well as approximately 320 parking spaces for employees of WEX at the Ocean Gateway Garage and 100 Fore Street (see Exhibit J). 8 The 100 Fore Street site is an ideal location for the development of new parking as it is set back from the waterfront, is within easy walking distance, and has been previously excavated to create a large drop off from the grade of Fore Street. We have shown parking at 100 Fore Street as either surface parking (Exhibit J) or as a multilevel parking facility (Exhibit L). If fully developed based on current zoning requirements, a structured parking facility on this site could hold upwards of 350 spaces per level with 5 levels equaling approximately 1,750 spaces. The ultimate size of this proposed parking facility will be a future item of discussion between the City and the owners of the 100 Fore Street site. Both the Ocean Gateway Garage and 100 Fore Street sites will provide public access to parking at market rates including on weekends and evenings. These parking facilities will support activities at the Portland Ocean Terminal, including the Ocean Gateway and will provide parking for island residents and opportunities for continued growth on the land side of the Eastern Portland Waterfront. Additionally, the development of the Property will bring the following benefits to the City: • Increased sales tax revenue • Increased personal property tax revenue • Several hundred additional jobs • Support to local hotel demand during the entire year • Building on the waterfront • Integration with the Eastern Waterfront Development Plan • Enhanced public space and pedestrian access License Agreement with Jackrabbit, LLC: Given the location and boundaries of the Property and terms of the License Agreement, we would expect the City to terminate the License Agreement with Jackrabbit, LLC prior to the closing on the sale of the Property and for the City to provide Jackrabbit, LLC with functionally equivalent access to the Jackrabbit property pursuant to the terms of the License Agreement.   5. Proposers Proven Capacity and Relevant Experience Development Team and Past Experience: Lead project developer and principal, Jonathan S. Cohen, was born and raised in Portland. He graduated from Deering High School and received his B.B.A. from The George Washington University. This project and similar projects are very important to Mr. Cohen as he believes strongly in creating as much opportunity as possible to keep Maine’s talented youth in the state, and to create opportunities to attract talented employers and employees from other states. Mr. Cohen’s family started Portland Glass in 1946. His father Gene Cohen expanded it to more than 47 locations. The majority of the locations were owned and developed by the family in 5 states, which is where Jonathan began his career in real estate ownership and development. Portland Glass was sold January 3, 1997 and at that time Jonathan managed the remaining division of Portland Glass that was not sold, renamed AD&W, Architectural Doors & Windows. Today, Mr. Cohen is the President and CEO of AD&W, still Maine based, family owned, and the largest and oldest commercial installer and fabricator of storefront, curtain wall and commercial entrances north of Boston. 9 Throughout Jonathan’s 20+ years he has been involved with more than 6,000 construction projects, from design, budget, and construction through to completion, occupancy and sale or retention. Mr. Cohen currently owns and manages more than 950,000 square feet of real estate in Maine. A few of Mr. Cohen’s current projects underway include: the redevelopment of 62,000 square feet at Clark’s Pond in South Portland, Maine; completion of a 44,000 square foot 27-unit condominium conversion and renovation at 10 Exchange Street in Portland, Maine; a12,500 square foot Ocean Gateway Garage office expansion at 167 Fore Street in Portland, Maine, among other projects. Mr. Cohen was also integral to the design, budget and installation of Maine General Medical Center in Augusta, which was the largest construction project in Maine at the time totaling $312 million. Mr. Cohen has worked on numerous projects with both Cianbro and Landry French, the Maine contractors under consideration for the development of the Property. Mr. Cohen was also involved in the design budget and installation of the Keurig world headquarters in Burlington, Massachusetts, a Class A 10-story office building with a garage and skybridge. Mr. Cohen has the experience to perform this project. Mr. Cohen has numerous financial institutions which have committed to working with him on this and any other project he wishes to undertake. Archetype will serve as the architect for this project, and the development team will likely include either Cianbro or Landry French for construction and Androscoggin Bank and/or Camden National Bank for financing. Project readiness, financial capacity and timeframe for completion: As noted above, Mr. Cohen has secured a commitment from WEX for this Property to serve as its world headquarters. A letter from Androscoggin Bank is attached as Exhibit O confirming Mr. Cohen’s financial ability to undertake and complete this project as outlined in this proposal.   10 III. POTENTIAL PROJECT TIMELINE We anticipate the following development timeline; 1. 2. 3. 4. RFP award by June 4, 2017 Closing on the purchase of the Property between June and August 2017 Application for site plan approval immediately following closing Building occupancy by April 2019 11 IV. ADDITIONAL EXHIBITS I2 El Roadway Extensions Residence Inn RecommendedThames Stre'?Mart-rm0.. .11, 7? Public Private Property Negotiations Potentiol Thames Street Road Exiensions i 5? 17l SECTION EXISTING - MOUNTFORT EXTENSION I Lu SECTION PROPOSED - MOUNTFORT EXTENSION Eastern Waterfront Height Study 9L Thi; drawrng demonstrates that the City couio pursue development on city controlled pamels without the cooperation oi adjacent property owners. However. the Committee recommends a City-only approach as a ?ratlback opmn". and recommends that the City pursue integrated, cooperative opportunities with private property owners. my snout: Zuni!" - . City Parcel, 5 story parking structure with lull-height. 35' deep ardtiteciural wrap. Level 1: Re?ll?16,500 s.i. parking (sq: 53 L-2 Lo: Gillan-33.000 5.1. parking mo: _83 L4 5 L-S: Residential 28 cu. par-trim req: 56 Total building area: 32,500 s.i. Total req: 222 Total parkng provided: 330 cars Parking surplus: 1 I . Train 2. Pavato Parcel. 5 story parking structure with ground-?oor . Trail Laval i: Retell - 12.200 req: Level Parking 55 cars to L-5: Parking 119 wslteval Total parking provided: 561 oars Parking surplus: 500 Landscape Buffer R?ai" 7.4.290 Oiilce 60,000 m. Reskr - 516611.51. (45 d,u. 120mm.) . New Sidewalk Total 151,590 5.1. a. City Parcel. 4story parking strumqwi'n ground-Poor retail - Level 1: ,Retaii? 18,500 5.1. Parking mo: 93 . New permanent Road Level 1: Parking -.130 cars Parking Rea. New Development: 627 L2 to L4: Parking - 18E airs/level island Parking: 150 Total parking provided: 610 Parking surplus: 517 Existing) Comm; 450 Focal Element Ocean Ga?away; -. City Parcel. 3 story building. 1-0.3, ?aqua.? 1527 EIIDEEBU. Laval 1: 1Raiau s.r Parking req: 135 New Building Level {Office - 27,000 5.1. Parting rec: 88 New 155$ . Level 3: Resid- - 72 dlu. Parking run: 48 pawn? Surplus: 34 New Parking Total panting rmzl251 Build-out Scheme from EWMP Potential Project Aerial View d~ 5 Potential Project Casco Bay Perspective Thames Street Perspective Aw . . . 4-. I Thames Street Night Perspective LOADING DOCK HANC REET EXHIBIT I T OCK S 10,000 S.F. RETAIL AT PRIMARY STREET FRONTAGE AND PUBLIC PLAZA PUBLIC SQUARE LOCATION FOR ART/ MONUMENT Concept Site Plan CONCEPT SITE PLAN Hancock Street APRIL. 2017 A1.02 20 48 Union Wharf Portland, Maine 04101 THAMES STREET EXHIBIT CRUISE SHIP LOADING AREA Concept Siie Pian Showing Barking Locations NEW CONNECTOR ROAD 33 I LI.I 100 Fore Street CON ECTOR ROAD EXHIBIT THAMES STREET EXT AIL PLAZA Potential Structured Parking on 100 Fore Street 93 173 E: 34.1' ?5 5.0' 5.0' 8.0' 11.0' 11.0' 20.1' 8.0' 6.0' 12.0' SM. TREE TRAVEL TRAVEL ANGLED ESP. TREE TRAIL WELL QUEUE LANE LANE PARKING WELL I I A Waterfront Development Master Planning Committee I Street Section New Primary Street (Hancock Street extension) THAMES STREET STA. H38 TO i a SCALE: 1?-1o? i . . E: 60.0' 1' I 6.0' 5.0' 11.0' 11.0' 5.0' 5.0' 5.0' SW. ESP. PARALLB. TRAVEL TRAVEL PARADE. SM. 1 I PARKING LANE LANE PARKING I a 3' Ems OR "mm? STA. T0 3+85 SCALE: THAMES STREET EXT Waterfront Development Master Planning Committee Street Section New Secondary Street (Mountfort Street extension other new streets) Sidewalk Dimensions . . . 52.53 Rooftop Deck Perspective mm EXHIBIT 0 - ANDROSCOGGIN BANK LETTER @ndroscoggin ?$333535: a Mane 04243 800 91363172 rigginharik .cum April 5. 2017 City of Portland 339 Congress Street Portland. ME 01101 To Whom It May Concern: lunathan Cohen is a client In good standing with Andmsoouln aanlr. Mr. Cohen demonstrates both the ?nancial capacity and the industry experience necessary to purchase, develop, consttuct. own and operate a commercial real estate project such as a Corporate Headquarters o?lce building at Hancock and Thames Street in Portland. If there ate any questions on this matter. please do not hesitate to contact me at (207) 518-6314 or rin Sincerely. Vice President Lead Commercial Lending Of?cer . we 13?