RHODE ISLAND COMMERCE CORPORATION AGENDA July 25, 2022 Call to order and opening remarks. Tab I: To consider for approval meeting minutes. Tab 2: To consider a proposed project by Fortuitous Tidewater 07, LLC.* Tab 3: ‘To consider for approval amendments to the Corporation's retirement and savings plan. Tab 4: ‘To consider the retention of a consultant for on-call financial advisory services. Tab 5: To consider appointments to the Air Service Development Council. Tab 6: To consider amendments to the rules and regulations for the Main Street Rhode Island Streetscape Improvement Fund.* Tab 7. To consider the utilization of the Corporation’s incentive programs for the investment of public funds.* *Board members may convene in Executive Session pursuant to R.L. Gen. Laws § 42-46-5(a)(7) to consider this Agenda item.YOTE OF THE BOARD OF DIRECTORS OF THE RHODE ISLAND COMMERCE CORPORATION JULY 25, 2022 APPROVED To approve the public session meeting minutes for the June 27, 2022 meeting as presented to the Board,RHODE ISLAND COMMERCE CORPORATION, MEETING OF DIRECTORS PUBLIC SESSION June 27, 2022 ‘The Board of Directors of the Rhode Island Commerce Corporation (the “Corporation”) ‘met on June 27, 2022, in Public Session, beginning at 5:00 p.n., pursuant to the public notice of meeting, a copy of which is attached hereto as Exhibit A, as required by applicable Rhode Island, law. ‘The following Directors were present and participated throughout the meeting as indicated: Governor Daniel J. McKee, David Chenevert, Dr, Brenda Dann-Messier, Elizabeth Catucci, Mary Jo Kaplan, Michael McNally, George Nee, Donna Sams, Bill Stone, Vanessa Toledo-Viekers, and Karl Wadensten. Directors absent were: Bernard Buonanno, 11. Also present were: Secretary of Commerce Elizabeth Tanner; Hilary Fagan, President & COO: and Christopher J. Fragomeni, Esq. 1. CALL TO ORDER AND OPENING REMARKS. ‘The Governor called the meeting to order at 5:08, indicating that a quorum was present. He thanked Dan Sullivan and the Collette team for hosting the Board meeting at Collette’s offices. He also weleomed Elizabeth Tanner, the newly appointed Secretary of Commerce, and Ms. Catucci, the newest member of the Board 2, TO CONSIDER FOR APPROVAL MEETING MINUTES. ‘Upon motion duly made by Mr. Stone and seconded by Ms. Sams, the following vote was adopted: ve To approve the public session meeting minutes for the meeting held on June 1, 2022. Voting in favor of the foregoing were: David Chenevert, Dr. Brenda Dann-Messier, Elizabeth Catueci, Mary Jo Kaplan, Michael McNally, George Nee, Donna Sams, Bill Stone, Vanessa Toledo-Vickers, and Karl Wadensten. Voting against the foregoing were: none. 3. TO CONSIDER FOR APPROVAL INNOVATION VOUCHERS. Kaleena Harrington, the Corporation’s Innovation Program Manager, explained that three proposed awards under the Innovation Voucher program were before the Board for approval. ‘The program, she explained, pairs Rhode Island businesses with knowledge providers—includingcolleges and universities—to incentivize innovation. Ms, Harrington reviewed the companies that were requesting Innovation Vouchers. She stated that BluDAE Global Sustainability, Ine. (“BIuDAE") has requested 2 $49,000 Innovation Voucher to test, demonstrate, and improve its production of “green” conerete, which is made with recycled plastics. She noted that BluDAE will ‘work with the University of Rhode Island to simulate the environmental conditions in which the concrete will be used to test its durability. Ms. Harrington explained that Jonathan, Richard, & Fritzgerald, Ltd. (“IRE”) is an audio and video manufacturer that created the gifograph, which allows anyone to become an animator. IRF, she stated, has requested a $50,000 Innovation Voucher to engage Motim Technologies to finalize a prototype that can be automated and scaled. Ms. Harrington stated that US Extruders, Inc. (°US Extruders”) is a Westerly-based company that recycles fishing nets and converts them into plastic pellets. The Innovation Voucher, she explained, will help US Extruders with in-house research and staffing to perfect the pellet- making process before bringing the pellets to market. In response to a question by Mr. Wadensten, Ms. Harrington stated that BluDAE has three employees, JRF has two employees, and US Extruders has about thirty employees, The founder of BluDAB and Mr. Wadensten discussed the creation of the company and its products. In response to a question by Mr, Stone, a representative from JRF noted that the company has a ‘contract with the City of Pawtucket for school use of the gifograph. He also, in response to a question by Ms. Kaplan, stated that the company has worked with professors from the Rhode Island School of Design. A representative from US Extruder answered a question from Mr. Wadensten, stating that many fish nets are sent to landfills or left in the ocean and that US Extruders is attempting to make fishing net disposal sustainable, Upon motion duly made by Ms. Kaplan and seconded by Ms. Dann-Messier, the following vote was adopted: YOTED: To approve Innovation Vouchers pursuant to the resolution submitted to the Board, Voting in favor of the foregoing were: David Chenevert*, Dr. Brenda Dann-Messier, Blizabeth Catucci, Mary Jo Kaplan, Michae! McNally, George Nee, Donna Sams, Bill Stone, Vanessa Toledo-Viekers, and Karl Wadensten. Voting against the foregoing were: none. A copy of the resolution is attached hereto as Exhibit B. * Mr. Chenevert recused as to U.S. Extruders.4. ‘LO CONSIDER AN AMENDMENT TO THE AWARD UNDER THE REBUILD RHODE ISLAND TAX CREDIT PROGRAM FOR ELECTRIC BOAT CORPORATION. ‘eff Miller, the Corporation's Executive Vice President of Investments, recounted that the Board, in 2018, approved Flectric Boat Corporation (“EB”) for $2 million in tax credits and up to $18 million ina sales and use tax rebate under the Rebuild Rhode Island Tax Credit Program. That award, he explained, was made in connection with EB’s submarine program expansion, which Was estimated to be approximately $790 million. He indicated that the award was made subject to certain hiring commitments from EB, ‘Mr. Miller stated that the Corporation, in February 2021, received a letter from EB, which indicated that EB had missed its 2020 hiring commitments by three hundred seven employees due to the COVID-19 pandemic. EB, he stated, has requested thet it be relieved from its 2020 commitments, and, in exchange, EB will commit to accelerate its hiring over the next three years. Mr. Millcr noted that EB is already ahead of its revised hiring commitments. Jn response to a question from Mr. Wadensten, Mr. Miller stated that the Board has previously allowed relief from some hiring commitment reductions in 2020 as a result of the COVID-19 pandemic. Mr. McNally explained that EB has ereated about eight hundred new jobs. Upon motion duly made by Ms. Kaplan and seconded by Dr. Dann-Messier, the following vote was adopted: VOTED: To authorize the President & COO of the Corporation to enter into an. amended agreement ‘lectric Boat consistent with the recommendations of staff pertaining to revised employment commitments, Voting in favor of the foregoing were: David Chenevert, Dr. Brenda Dann-Messier, beth Catucci, Mary Jo Kaplan, Michael McNally, George Nee, Donna Sams, Bill Stone, ‘Vanessa Toledo-Viekers, and Karl Wadensten, Voting against the foregoing were: none. 5, TO CONSIDER AN AMENDMENT TO THE AWARD UNDER THE REBUILD. RHODE ISLAND TAX CREDIT PROGRAM FOR 390 PINE STREET, LLC. Mr. Miller explained that 390 Pine Street, LLC (“390 Pine”) is a mixed-use project in Pawtucket near the Transit-Oriented Development district, The project, he stated, includes a yoga studio, ancillary commercial space, and eight residential units, five of which are affordable housing. He noted that the project was initially approved for $600,000 of tax credits under the Rebuild Rhode Island Tax Credit Program; however, the project has experienced cost overruns, and 390 Pine is requesting additional funding of approximately $233,000. He explained that the Investment Committee had discussions on how some returns could offset expenses.Mr. MeNally recounted that the “streamline” deals have no “waterfall” feature, meaning that the Corporation cannot be repaid its incentives. He agreed that the construction costs have increased, but noted that there was no corresponding increase for revenues, sue as increased rent. Therefore, he explained, the staff is going to request information on the updated revenue numbers, and the Investment Committee recommends that the project be conditionally approved as long as the retums are equal to or less than the returns on 390 Pine’s original approval. Upon motion duly made by Ms. Sams and seconded by Ms. Toledo-Vickers, the following vote was adopted: VOTED: — To approve an amendment to the award under the Rebuild Rhode Island ‘Tax Credit Program for 390 Pine Street, LLC pursuant to the resolutions submitted to the Board: provided, however, that the returns for 390 Pine shall be no more than originally approved by the Board. Voting in favor of the foregoing were: David Chenevert, Dr. Brenda Dann-Messier, Elizabeth Catucci, Mary Jo Kaplan, Michael McNally, George Nee, Donna Sams, Bill Stone, Vanessa Toledo-Vickers, and Karl Wadensten. Voting against the foregoing were: none. A copy of the resolution is attached hereto as Exhibit C. ‘The Governor welcomed Elizabeth Tanner, the newly-appointed Secretary of Commerce. Ms. Tanner introduced herself to the Board, ‘There being no further business in publie session, the meeting was adjoumed by unanimous consent at 5:39 upon motion by Ms. Dann-Messier and seconded by Mr. Chenevert.JUNE 27, 2022 PUBLIC SESSION MEETING MINUTES, HABIT ARHODE ISLAND COMMERCE CORPORATION PUBLIC NOTICE OF MEETING ‘A meeting of the Board of Directors of the Rhode Island Commerce Corporation (“Corporation”) will be held on June 27, 2022 beginning at 5:00 p.m. at the offices of Collette Travel, 180 Middle Street, Pawtucket, RI 02860. The meeting will be held for the following purposes: 1 2. . To for approval Innovation Vouchers (sce Exhibit 1, which follows ‘To consider for approval meeting minutes. for additional detail).* To consider an amendment to the award under the Rebuild Rhode Island Tax Credit program for Electric Boat Corporation (see Exhibit 1, which follows, for additional detail).* To consider an amendment to the award under the Rebuild Rhode Island Tax Credit program for 390 Pine Street, LLC (see Exhibit 1, which follows, for additional detail). To consider the utilization of the Corporation’ incentive programs for the investment of public funds.* “Board members may convene in Executive Session pursuant to RI. Gen. Laws § 42-46-5(a)(7) to consider the investment of public funds in regards to this Agenda item. ‘This notice shall be posted at the office of the Corporation, at the State House, and by electronic filing with the Secretary of States Office. ‘Savage Law Partners, LLP, Counsel to the Corporation, ‘The location is accessible to the handicapped. Those requiring interpreter services for the hearing impaired must notify the Rhode Island Commerce Corporation at 278-9100 forty-eight (48) hours in advance of the meeting. Also, for the hearing impaired, assisted listening devices are available onsite, without notice, at this location, Dated: June 23, 2022EXHIBIT | Agenda item 2: ‘Company Award US Extruders, Ine. $43,655 Jonathan, Richard, & Fitzgerald, LLC $50,000 BluDAE Global Sustainability, Ine. $49,952 Agenda item 3: ‘The applicant seeks to amend the timing of certain employment commitments in relation to the award of incentives under the Rebuild Rhode Island Tax Credit program with respect to its ongoing project at its Quonset Point facility. Agenda item 4: The applicant seeks additional incentives under the Rebuild Rhode Island Tex Credit program in relation to a mixed-use complex which is expected to include eight apartments and approximately 5,750 square feet of commercial space.JUNE 27, 2022 PUBLIC SESSION MEETING MINUTES EXHIBIT BRHODE ISLAND COMMERCE CORPORATION RESOLUTION AUTHORIZING THE ISSUANCE OF INNOVATION VOUCHERS UNDER THE INNOVATION INITIATIVE ACT June 27, 2022 WHEREAS: The Rhode Island Commerce Corporation (the “Corporation”) was created and exists as a public corporation, governmental agency and public instrumentality of the State of Rhode Island and Providence Plantations (the “State”) under Chapter 64 of Title 42 of the General Laws of Rhode Island, as amended (the “Act”), and WHEREAS: Chapter 64.28 of Title 42 of the General Laws of Rhode Island (the “Innovation Act”), as amended, authorizes the Corporation to award Innovation Vouchers for Small Businesses to receive technical or other assistance as set forth in Rule 6 of the Rules (defined below); and WHEREAS: The Corporation promulgated rules and regulations (the “Rules”) governing the program established by the Innovation Act. Capitalized terms used herein but not defined shall have the meaning as set forth in the Rules; and WHEREAS: The Corporation received applications from each company identified on Exhibit 1 annexed hereto (the “Recipients”) for awards of an Innovation Voucher (the “Voucher”); and WHEREAS: The Board of Directors of the Corporation (the “Board”) received a presentation detailing the Voucher proposed to be granted to the applicant together with a recommendation from the staff of the Corporation to approve the award of Voucher to the Recipients in accordance with the Innovation Act and the Rules. NOW, THEREFORE, acting by and through its Board, the Corporation hereby resolves as follows: RESOLVED: 1. To accomplish the purposes of the Act and the Innovation Act, the Corporation approves the award of a Voucher to each Recipient in the amounts set forth in Exhibit 1. 2. ‘The authorization provided herein is subject to the following conditions: a The execution of a Voucher Agreement between the Corporation and the Recipients meeting the requirements of the Innovation Act and the Rules in such form as one of the Authorized Officers (hereinafter defined) shall deem appropriate in the sole discretion of such Officer; Verification by the Corporation of compliance with the Eligibility Requirements of Rule 7 of the Rules prior to issuance of a Voucher; and¢. Such additional conditions as any of the Authorized Officers, acting singly, shall deem appropriate in the sole discretion of such Officer. ‘The Authorized Officers of the Corporation for purposes of this Resolution are the Chair, the Vice Chair, the Secretary of Commerce, the President & COO, the Chief Financial Officer or the Innovation Director (the “Authorized Officers”). Any one of the ‘Authorized Officers of the Corporation, acting singly, is hereby authorized to execute, acknowledge and deliver and/or cause to be executed, acknowledged or delivered any documents necessary or appropriate to consummate the transactions authorized herein with such changes, insertions, additions, alterations and omissions as may be approved by any such Authorized Officers, and execution thereof by any of the Authorized Officers shall be conclusive as to the authority of such Authorized Officers to act on behalf of the Corporation, ‘The Authorized Officers of the Corporation shall have no obligation to take any action with respect to the authorization granted hereunder and the Corporation shall in no way be obligated in any manner to the Recipients by virtue of having adopied this Resolution. The Secretary or the Assistant Secretary of the Corporation, and each, acting singly, is hereby authorized to affix a seal of the Corporation on any of the documents authorized herein and to attest to the same, Al covenants, stipulations, and obligations and agreements of the Corporation contained in this Resolution and the documents authorized herein shall be deemed to be covenants, stipulations, obligations and agreements of the Corporation to the full extent authorized and permitted by law and such covenants, stipulations, obligations and agreements shall be binding upon any board or party to which any powers and duties affecting such covenants, stipulations, obligations and agreements shall be transferred by and in accordance with the law. Except as otherwise provided in this Resolution, all rights, powers and privileges conferred and duties and liabilities imposed upon the Corporation of the members thereof, by the provisions of this Resolution and the documents authorized herein shall be exercised and performed by the Corporation, or by such members, officers, board or body as may be required by law to exercise such powers and perform such duties. From and after the execution and delivery of the documents hereinabove authorized, any ‘one of the Authorized Officers, acting singly, are hereby authorized, empowered and directed to do any and all such acts and things and to execute and deliver any and all such documents, including, but not limited to, any and all amendments to the documents, certificates, instruments and agreements hereinabove authorized, as may be necessary or convenient in connection with the transaction authorized herei Allacts of the Authorized Officers which are in conformity with the purposes and intents of this Resolution and the execution, delivery and approval and performance of such documents authorized hereby and all prior actions taken in connection herewith are, ratified, approved and confirmed. ‘This resolution shalll take effect immediately upon adoption by the Board.EXHIBIT | Applicant Amount US Extcuders, Inc. $43,655 Jonathan, Richard, & Fitzgerald, LLC $50,000 BIuDAE Global Sustainability, Inc. $49,952JUNE 27, 2022 PUBLIC SESSION MEETING MINUTES, EXHIBIT CRHODE ISLAND COMMERCE CORPORATION RESOLUTION AUTHORIZING THE AMENDMENT TO AN AWARD OF INCENTIVES UNDER THE REBUILD RHODE ISLAND TAX CREDIT ACT June 27, 2022 ‘The Rhode Island Commerce Corporation (the “Corporation”) was created and exists as a public corporation, governmental agency and public instrumentality of the State of Rhode Island (the “State”) under Chapter 64 of Title 42 of the General Laws of Rhode Island, as amended (the “Act”}; and WHEREAS: Chapter 64.20 of Title 42 of the General Laws of Rhode Island (the “Rebuild RI Tax Credit Act”), as amended, authorizes the Corporation to approve the issuance of tax credits in relation to certain development projects in the State; and WHEREAS: The Corporation promulgated rules and regulations (the “Rules”) governing the tax credit program established by the Rebuild RI Tax Credit Act. Capitalized terms used herein but not defined shall have the meaning as set forth in the Rules; and WHEREAS: The Corporation received an application for tax credits from 390 Pine LLC (the “Recipient”) under the Rebuild RI Tax Credit Act in relation to a project (the “project”) located at 390 Pine Street, Pawtucket, Ri and previously approved the Recipient for an award of incentives in the amount of $600,000; and, WHEREAS: The Corporation's Investment Committee has reviewed and considered the proposed amendment sought by the Recipient and has voted to recommend to the Board of Directors (the “Board”) of the Corporation the approval of the amendment; and WHEREAS: The staff has recommended that the Board exempt the Recipient from the application of 870-RICR-30-00-3.12 insofar as the applicant has been approved for an award and the CEO of the Corporation/Secretary of Commerce previously submitted the requisite recommendations to the Board under such Part; and WHEREAS: The Board of the Corporation received a presentation inclusive of a term sheet detailing the amended request together with a recommendation from the staff of the Corporation to approve the issuance of tax credits and a sales and use tax exemption to the Recipient in accordance with the Rebulld RI Tax Credit Act and the Rules.NOW, THEREFORE, acting by and through its Board, the Corporation hereby resolves as follows: RESOLVED: To accomplish the purposes of the Act and the Rebuild RI Tax Credit Act, the Corporation approves the issuance of tax credits and a sales and use tax exemption in the aggregate amount of $833,333 to the Recipient. The authorization provided herein is subject to the following conditions: a. The execution of an Incentive Agreement between the Corporation and the Recipient meeting the requirements of the Rebuild Ri Tax Credit Act and the Rules in such form as one of the Authorized Officers (hereinafter defined) shall deem appropriate in the sole discretion of such Officer; b. Verification by the Corporation of compliance with the applicable Eligibility Requirements of the Rules prior to Certification of any award of tax credits to the Recipient; and c. Such additional conditions as any of the Authorized Officers, acting singly, shall deem appropriate in the sole discretion of such Officer. ‘The Board of the Corporation hereby finds and determines that: (i) the Recipient's, application is exempt from both the application requirements of the Rules consistent with RIGL § 42-64.20-5(c) and such eligibility requirements of the Rules that are inconsistent with the RIGL §42-64.20-5(e); (ii) approval will prevent, eliminate, or reduce unemployment or underemployment in the State and will generally benefit economic development of the State; (ii) to the extent applicable, the provisions of RIGL § 42-64-10(a)(1)(i) through (v) have been satisfied; (iv) the Recipient’s Equity in the Project is not less than twenty percent (20%) of the total Project Cost and otherwise meets the Project Cost criteria of the Rebuild Ri Tax Credit Act; (v) there is a Project Financing Gap for the Project such that after taking into account all available private and public funding sources, the Project is not likely to be accomplished by private enterprise without the incentives described in the Act and the Rules; (vi) the total amount of Tax Credits awarded for the Project, is the lesser of twenty (20%) of the total Project Cost or the amount needed to close the Project Financing Gap; (vii) that the Chief Executive Officer of the Corporation has previously provided written confirmation required by the Rebuild Ri Tax Credit Act and the Board has provided an exemption from 870-RICR-30-00- 3.12 in relation to this amendment to the original award to allow for written, confirmation from the President & COO, which is annexed hereto as Exhibit 1; (vill)the Secretary of Commerce has previously provided written confirmation required by the Rebuild RI Tax Credit Act and the Board has provided an exemption from 870-RICR-30-00-3.12 in relation to this amendment to the original award to allow for written confirmation from the President & COO, which is annexed hereto as Exhibit 1; (ix) the Office of Management and Budget has provided written confirmation required under the Rebuild RI Tax Credit Act (a copy of which is annexed hereto as Exhibit 2); and (x) the Recipient has demonstrated that it will otherwise satisfy any other applicable Eligibility Requirements of the Rules. Prior to the execution of an Incentive Agreement with the Recipient, the Corporation shall prepare and publicly release an analysis of the impact that the issuance of the tax credits will or may have on the State considering the factors set forth in RIGL § 42-64-10(a)(2) (a copy of which is annexed hereto as Exhibit 3). ‘The Authorized Officers of the Corporation for purposes of this Resolution are the Chair, the Vice Chair, the Secretary of Commerce, the President & COO, the Chief Financial Officer or the Managing Director, Head of Investments (the “Authorized Officers”). Any one of the Authorized Officers of the Corporation, acting singly, is, hereby authorized to execute, acknowledge and deliver and/or cause to be executed, acknowledged or delivered any documents necessary or appropriate to consummate the transactions authorized herein with such changes, insertions, additions, alterations and omissions as may be approved by any such Authorized Officers, and execution thereof by any of the Authorized Officers shall be conclusive as to the authority of such Authorized Officers to act on behalf of the Corporation. The Secretary or the Assistant Secretary of the Corporation, and each, acting singly, is hereby authorized to affix a seal of the Corporation on any of the documents authorized herein and to attest to the same. All covenants, stipulations, and obligations and agreements of the Corporation contained in this Resolution and the documents authorized herein shall be deemed to be covenants, stipulations, obligations and agreements of the Corporation to the full extent authorized and permitted by law and such covenants, stipulations, obligations and agreements shall be binding upon any board or party to which any powers and duties affecting such covenants, stipulations, obligations and agreements shall be transferred by and in accordance with the law. Except as otherwise provided in this Resolution, all rights, powers and privileges conferred and duties and liabilities imposed upon the Corporation or the members thereof, by the provisions of this Resolution and the documents authorized herein shall be exercised and performed by the Corporation, or by such members, officers, board or body as may be required by law to exercise such powers and perform such duties. From and after the execution and delivery of the documents hereinabove authorized, any one of the Authorized Officers, acting singly, are herebyauthorized, empowered and directed to do any and all such acts and things and to execute and deliver any and all such documents, including, but not limited to, any and all amendments to the documents, certificates, instruments and agreements hereinabove authorized, as may be necessary or convenient in connection with the transaction authorized herein. All acts of the Authorized Officers which are in conformity with the purposes and intents of this Resolution and the execution, delivery and approval and performance of such documents authorized hereby and all prior actions taken in connection herewith are, ratified, approved and confirmed. This Resolution shall take effect immediately upon passage.EXHIBIT 1 From: Hilary Fagan, President and Chief Operating Officer of the Rhode Island Commerce Corporation To: Board of Directors, Rhode Island Commerce Corporation Re: Rebuild Rhode Island Tax Credit Application Date: June 27, 2022 The staff of the Rhode Island Commerce Corporation (the “Corporation”) is, recommending to the Board of Directors that it approve an amendment to an award of tax credits pursuant to the Rebuild Rhode Island Tax Credit program. The recommendation is as follows ‘* To consider an amendment to the award of tax credits for 390 Pine Street, LLC for tax credits in the aggregate amount of $833,333. This memo serves as the written confirmation, pursuant to 870-RICR-30-00-3.12, of the following: 1. The Corporation staff has reviewed the request for an amendment to the previous award of tax credits and the impact analysis for this project (the impact analysis is provided to the Board as an exhibit to the approving resolution for the project). 2, The project is consistent with the purpose of the Rebuild Rhode Island Tax Credit Act, R.l. Gen. Laws § 42-64,20-1 et seq. The total credits to be awarded to the applicant shall not be in excess of the amount listed above,EXHIBIT 2EXHIBIT 3 Streamlined Rebuild Rhode Island Tax Credits Economic and tax revenue impacts of development of 390 Pine Street, Pawtucket Impact of construction After excluding certain expenditures (such as property acquisition costs) that do not directly affect Rhode Island's economy, Appleseed estimates that (as shown in Table 1) spending approximately $3.817 million on redevelopment of 390 Pine Street will directly and indirectly support: 32 person-years of work in Rhode Islan $2.08 million in earings (in 2022 dollars); Nearly $4.95 million in statewide economic output; and ‘A one-time increase of $2.67 million in Rhode Island’s GDP. ‘Table 1: Direct, indirect and total impact of construction (income, value-added and output in nallions of 2022 dollars) SEES aeaece nena 26) S172) 6) 0.36 32) $2.08 Construction spending would directly and indirectly generate approximately $55,700 in state tax revenue, including: ‘+ $32,400 in state personal income taxes paid by workers directly employed on the project, or by Rhode Island workers whose jobs are indirectly attributable to the project; © $19,200 in state sales taxes paid on those workers’ taxable household spending; and + $4,100 in state business taxes. Impact of operations Based on information provided by the Sponsor, Appleseed estimates that ongoing operations! at 390 Pine Street will (as shown in Table 2) will directly and indirectly support: + In addition to $ residential units, the redeveloped 390 Pine Street will include 5,750 square feet of commercial space, with some occupied by Shri and some by two commercial tenants. For purposes of this analysis, we treat Shri's operations at 390 Pine Street as having relocated from elsewhere in Rhode Isiand, but treat the commercial ‘tenants (as well as spending on building operations and maintenance} as being “net new to the state.11 jobs in Rhode Island; $407,000 in eamings (in 2023 dollars); $1.246 milion in statewide economic output; and + An increase of $606,000 in Rhode Island's annual GDP. ‘Table 2: Direct, indirect and total impact of ongoing operations (income, value-added and output in millions of 2023 dollars) oi 4 $0,404 $0.86, 280.118) $0.202 | $0.381 | 11) $0.407 $0,606 | $1,246. ‘Ongoing operations would directly and indirectly generate approximately $42,600 annually in state tax revenue, including: ‘+ $8,300 in state personal income taxes paid by workers directly employed in management and maintenance of the property, or by Rhode Island workers whose jobs are indirectly attributable to those operations; + $28,000 in state sales taxes paid on on-site sales of food and beverages; + $5,300 in state sales taxes paid on those workers’ taxable household spending; and + $1,000 in state business taxes. During the construction period and the twelve-year period following construction, the proposed project would generate approximately $566,900 in state tax revenues.VOTE OF THE BOARD OF DIRECTORS OF THE RHODE ISLAND COMMERCE CORPORATION Juty 25, 2022 APPROVED VOTED: To approve a proposed project by Fortuitous Tidewater OZ. LLC pursuant to the resolution submitted to the Board,WHEREAS: WHEREAS: WHEREAS: WHEREAS: : On February RHODE ISLAND COMMERCE CORPORATION: RESOLUTION AUTHORIZING AN AWARD UNDER THE CITY OF PAWTUCKET DOWNTOWN REDEVELOPMENT ACT July 25, 2022 ‘The Rhode Island Commerce Corporation (the “Corporation”) was created and exists as a public corporation, govemmental agency and public instrumentality of the State of Rhode Island (the “State”) under Chapter 64 of Title 42 of the General Laws of Rhode Island, as amended (the “Aet”); and Chapter 33.4 of Title 45 of the General Laws of Rhode Island, as amended (the “Pawtucket Downtown Redevelopment Act”) authorizes the State, the City of Pawtucket (the “City”) and the Pawtucket Redevelopment Agency (the “Agency”) to enter into an “Economic Activity Taxes Agreement”, as defined in the Downtown Pawtucket Redevelopment Act, and for the Corporation to designate a portion of “Baseline Revenues” as “State Economic Activity Taxes” for, among other purposes, financing qualifying projects in the City; and ‘The Corporation promulgated rules and regulations (the “Rules”) governing the program established by the Pawtucket Downtown Redevelopment Act. Capitalized terms used herein but not defined shall have the meaning as set forth in the Rules; and On or about February 1, 2021, the Corporation received an application for an award under the Rules from Fortuitous Tidewater OZ, LLC (the Developer”) and the ‘Agency in relation to a multi-building, mixed-used project including a soccer stadium (the “Original Project”) located on land on both banks of the Seekonk River in Pawtucket, RI; and , 2021, the Board of the Corporation (the “Board”) approved the Original Project for an award under the Pawtucket Downtown Redevelopment Act and the Rules to pay a portion of the principal and interest on bonds issued by the ‘Agency in annual installments that was expected to provide proceeds, net of capitalized interest, debt service coverage and reserves, and costs of issuance in an expected aggregate amount of Baseline Revenue of $36,242,350 (the “Original Award”); and Subsequent to the Original Award, the Developer completed permitting in relation to the stadium element and certain infrastructure components of the Original Project as well as pricing and value engineering related to construction of such improvements, resulting in a determination that due to recent economic factors the anticipated cost of the stadium element and related infrastructure components hadWHEREAS: WHEREAS: WHEREAS: WHEREAS: WHEREAS: increased from an estimated $80 million in June, 2021 to an estimated $124 million as of March, 2022; and ‘Asa result of the increased costs, on or about May 31, 2022, the Developer and the Agency submitted an amended application (the “Amended Application”) for the Original Project seeking an additional award under the Pawtucket Downtown Redevelopment Act and the Rules for the purpose of completing the stadium element and related infrastructure components; and The Investment Committee of the Board reviewed and discussed material elements. of the Amended Application on May 31, 2022, and the Board has undertaken review and discussion of material elements of the Amended Application at meetings held on June 1%, 6", 14 and 27" of 2022; and The Developer and the Agency have reevaluated certain aspects of the Original Project, however, due to time constraints associated with ensuring the completion and operation of the stadium for the 2024 soccer season these applicants are currently unable to provide complete and updated project features and cost elements for the non-stadium elements of the proposed improvements of the Amended ‘Application; and ‘The Developer and the Ageney have requested that the Board of the Corporation consider just the stadium and related infrastructure components as well as preconstruction public infrastructure elements as a stand-alone project (the “Stadium Project”) and shift all prior commitments of Baseline Revenue from the approval made in February, 2021 to the current request for Baseline Revenue in an amount sufficient to provide financing generating of net bond proceeds of $27,000,000 (the “Award”); and ‘The Corporation and its consultant, Convention Sports and Leisure International, LLC, have analyzed the projections and related financial information provided by ‘the Developer and determined that a financing gap in the amount of $47,000,000 currently exists to complete the Stadium Project, and that said gap can be filled by the following sources: a, The Award providing for net bond proceeds of $27,000,000; bb. $10,000,000 of net proceeds realized from the previously-authorized Rebuild Rhode Island Tax Credit award; and ©, $10,000,000 net proceeds from the City; and On July 25, 2022, the Board received a presentation detailing the Stadium Project and proposed Award together with a recommendation from the staff of the Corporation for approval of the Award in accordance with the Rules and Pawtucket Downtown Redevelopment Act.NOW, THEREFORE, acting by and through its Board, the Corporation hereby resolves as follows: RESOLVED: 1. The resolution adopted by the Board on February 5, 2021 (the “Original Resolution”) approving incentives under the Pawtucket Downtown Redevelopment Act for the Original Project, providing for the Original Award, is hereby amended and restated in its entirety by the adoption of this Resolution, and the Original Resolution shall be of no further force and effect from the date hereof. 2. To accomplish the purposes of the Act and the Pawtucket Downtown Redevelopment 4 ‘Act, the Corporation approves the issuance of the Award to the Agency and the Developer to pay the principal and interest on bonds issued by the Agency in annual installments that will provide proceeds, net of original issue premium, capitalized interest, debt service coverage and reserves, and costs of issuance in an aggregate ‘amount not to exceed $27,000,000 for the development of the Stadium Project. ‘The term of the Award shall not exceed thirty (30) years from the date the Agency Bonds are issued, ‘The authorization provided herein is further subject to the following conditions: a. The execution of an Incentive Agreement between the Corporation and the Developer or, as deemed necessary or appropriate by one of the Authorized Officers (hereinafter defined), among the Corporation, the Developer and affiliated or associated entitics of the Developer, meeting the requirements of the Rules in such form as one of the Authorized Officers shall deem appropriate in the sole discretion of such Officer; b. Contractual requirements binding the Agency, the Developer and/or such others as an Authorized Officer deems appropriate, in his or her discretion, as to the following conditions: i. Requiring the annual payments received from the State on account of the ‘Award to be held in an eserow or trust account until the Corporation certifies in writing to the Agency that the Stadium Project has received an unconditional, permanent certificate of occupaney issued by the City of Pawtucket, and is capable of opening and operating for public events including, but not limited to, regularly hosting soccer games for a USL Championship Division soccer team (or a professional soccer team competing in a US Soccer Federation-sanctioned league (or ifs successor) of no lower than the second tier of professional soccer in the United States),ili provided, however, an Authorized Officer may permit such certification to be issued by an independent consultant acceptable to the Corporation; That further cost escalations in relation to the stadium and related {infrastructure components of the Stadium Project shall be the responsibility of the Developer, and the Developer and/or Agency will not make a request to of receive from any State agency additional incentives, subsidies and/or tax credits with respect thereto; ‘The Developer has committed that a USL Championship Division soccer team (or a professional soccer team competing in a US Soccer Federation sanctioned league (or its successors) of no lower than the second tier of professional soccer in the United States) shall utilize the Stadium as its primary playing venue for the next 30 years. To the extent the Developer or its successor fails to mect this commitment, the Developer and/or its affiliates (not including the Agency or the City) shall repay the State, Developer-funds in an amount equal to a prorated portion of the Award ‘based upon the number of years remaining in such 30-year com: Any such repayment shall be subordinate to any payment obligations the Developer and/or its affiliates may have to the City or the Agency with respect to obligations incurred by the City or the Agency to finance the Stadium Project or related projects, acceptable to an Authorized Officer. Requiring benchmarks or milestones with respect to the development of the balance of the land upon which the Original Project was proposed that provide the Corporation with remedies, including repayment or liquidated damages from the Developer andior its affiliates (not including the Agency or the City) for failure of the Developer to timely meet such benchmarks or milestones; .. Requiring any net proceeds of a debt refinancing by the Developer and/or its affiliates pertaining to the stadium element of the Stadium Project not be used for distribution (1) to general or limited equity partners, or (2) to any other equity holders in an amount in excess of a to be negotiated percentage of the aggregate amount of equity contributed by all equity holders as of the date of the issuance of the permanent certificate of occupancy; but rather used for stadium expansion, upgrades, or repayment of non-Developer affiliated indebtedness incurred for working capital and/or other limited purposes acceptable to the Corporation. This limitation is to apply for a period of ten years from the date of approval of the permanent certificate of occupancy for the stadium; and Reguiring a capital event repayment structure to the Corporation from the Developer and/or its affiliates based upon modeling showing a potential for the return of the state subsidy, consistent with other precedents of the Corporation, Such additional conditions as any of the Authorized Officers, acting singly, shall deem appropriate in the sole discretion of such Officer; and5 d. Appropriation by the General Assembly of amounts sufficient to pay the Award in accordance with the terms of the Pawtucket Downtown Redevelopment Act. ‘The Board of the Corporation hereby finds and determines that: (i) the approval will prevent, eliminate, or reduce unemployment or underemployment in the State and will generally benefit economic development of the State; (ii) that adequate provision has been made or will be made for the payment of the cost of the acquisition, construction, operation, and maintenance and upkeep of the project; (iii) that, with respect to real property, the plans and specifications assure adequate light, air, sanitation, and fire protection; (iv) that the project is in conformity with the applicable provisions of chapter 23 of title 46; (v) that the project is in conformity with the applicable provisions of the state guide plan; (vi) that a defined amount of Baseline Revenues from the arts district, ballpark district and growth center district (as such districts are defined in the Pawtucket Downtown Redevelopment Act) assessed and collected under chapters 18, 19, and 30 of title 44 of the general laws equal to the Award are necessary to finance or complete the Project: (vii) that the chief executive officer or equivalent officer of the Developer has provided an attestation under oath as required under R.J. Gen. Laws 45- 33.4-1(13)(ii); and (viii) that the Chief Executive Officer of the Corporation has provided written confirmation that one or mote of the eligibility criteria required by the Pawtucket Downtown Redevelopment Act has been satisfied (a copy of which is annexed hereto as Exhibit 1). Prior to the execution of an Incentive Agreement with the Developer, the Corporation shall prepare and publicly release an analysis of the impact that the issuance of the incentives will or may have on the State considering the factors set forth in R.1. Gen. Law § 42-64-10(a)(2), (a copy of which is annexed hereto as Exhibit 2). ‘The Authorized Officers of the Corporation for purposes of this Resolution are the Chair, the Vice Chair, the CEO, the President & COO, the Chief Finaneial Officer, the ‘Treasurer and the SVP Investments (the “Authorized Officers”). Any one of the Authorized Officers of the Corporation, acting singly, is hercby authorized to execute, ‘acknowledge and deliver andor cause to be executed, acknowledged or delivered the State Economic Activity Taxes Agreement, the Incentive Agreement or any other documents necessary or appropriate to consummate the transactions authorized herein ‘with such changes, insertions, additions, alterations and omissions as may be approved by any stich Authorized Officers, and execution thereof by any of the Authorized Officers shall be conclusive as to the authority of such Authorized Officers to act on behalf of the Corporation. The Authorized Officers of the Corporation shall have no obligation to take any action with respect to the authorization granted hereunder and the Corporation shall in no way be obligated in any manner by virtue of having adopted this Resolution, ‘The Secretary or the Assistant Sectetary of the Corporation, each acting singly, is hereby authorized to affix a seal of the Corporation on any of the documents authorized herein and to attest to the same. Stacy Farrell is appointed ‘Assistant Secretary for all purposes under this Resolution.10. UL Al covenants, stipulations, and obligations and agreements of the Corporation contained in any documents executed by an Authorized Officer as authorized herein shall be deemed to be covenants, stipulations, obligations and agreements of the Corporation to the full extent authorized and permitted by law and such covenants, stipulations, obligations and agreements shall be binding upon any board or party to which any powers and duties affecting such covenants, stipulations, obligations and agreements shall be transferred by and in accordance with the law. Except as ‘otherwise provided in this Resolution, all rights, powers and privileges conferred and duties and liabilities imposed upon the Corporation or the members thereof, by the provisions of the documents authorized herein shall be exercised and performed by the Corporation, or by such members, officers, board or body as may be required by law to exercise such powers and perform such duties, From and after the execution and delivery of the documents hereinabove authorized, any one of the Authorized Officers, acting singly, are hereby authorized, empowered and direeted to do any and all such acts and things and to exceute and deliver any and all such documents, including, but not limited to, any and all amendments to the documents, certificates, instruments and agreements hereinabove authorized, as may be necessary or convenient in connection with the transaction authorized herein. All acts of the Authorized Officers which are in conformity with the purposes and intents of this Resolution and the execution, delivery and approval and performance of such documents authorized hereby and all prior actions taken in connection herewith are, ratified, approved and confirmed. No costs or expenses whether incurred by the Corporation or any other party in connection with the Award or the preparation or review of any documents by any legal or other consultants retained in connection herewith shall be borne by the Corporation except as permitted by an Authorized Officer. The Corporation may require such deposits or advances as it deems desirable for such fees, costs and expenses, and may require reimbursement of any such fees, costs and expenses paid by the Corporation ‘or payment thereof prior to the execution of any documents permitted hereunder. The Corporation shall have the right to select and retain legal, financial and other consultants in connection with the Award, and all fees, costs and expenses of such consultants and professionals, along with all other such costs and expenses, shall be bome by the Developer and/or the Agency. ‘This resolution shall take effect immediately upon adoption by the Board. This Resolution shall automatically expire and be of no further force and effect if the Corporation has not entered into an Incentive Agreement with the Developer within 180 days of the adoption hereof.EXHIBIT |From: Elizabeth Tanner, Secretary of Commerce and Chief Executive Officer of the Rhode Island Commerce Corporation Board of Directors, Rhode Island Commerce Corporation City of Pawtucket Downtown Redevelopment Act Application July 25, 2022 The staff of the Rhode Island Commerce Corporation (the “Corporation”) is recommending to the Board of Directors that it approve the Project (as such term is defined in the proposed Resolution provided to the Board of Directors to which this memorandum is attached) as proposed by the Pawtucket Redevelopment Agency and Fortuitous Tidewater OZ, LLC for an award pursuant to the Downtown Pawtucket Redevelopment Act and consistent with the materials to be presented to the Board at its meeting on July 25, 2022. This memo serves as the written confirmation, pursuant to 870-RICR-30-00-9.10(A)(2), of the Fallowing: |. The Corporation's staffhas reviewed the application submitted, the impact analysis for this project, and the amended award requested by the applicant, and has determined that the Project meets the eligibility criteria set forth in R.1. General Laws 45-33.4- 1(13) in that staff has concluded that a defined amount of revenues from the districts assessed and collected under chapters 18, 19, and 30 of title 44 are necessary to finance or complete a given project. 2, Based upon the foregoing determination by staffit is hereby confirmed that the Project satisfies the identified cligibility criteria under R.1. General Laws 45-33.4-1(13).EXHIBIT 2Rhode Island Commerce Corporation Phase 1A — Pawtucket Riverfront Redevelopment Project Net New Economic and Fiscal Impact Analysis July 19, 2022 Introduction Fortuitous Partners ("Fortuitous") submitted a proposal to the Rhode Island Commerce Corporation (the Corporation”) and the City of Pawtucket (the City") in April 2018 to redevelop property along the riverfront in downtown Pawtucket. The proposal includes a Master Plan to redevelop two sites at Tidewater and Division Street with a mixed-use district anchored by a United Soccer League Championship (PUsLC’} stadium, ‘The original plan has undergone several revisions over the past three years as @ result of delays due to the COVID-19 pandemic, cost escalations in the construction market, further planning by project stakeholders and other factors. Based on the most recent Tidewater Landing application submittal to Commerce RI on May 23, 2022, the project would be developed across two phases and include: Phase 1A: # 10,000-seat USLC stadium (ridewater site - 2624 completion) + 85 parking spaces (Tidewater ste~ 2024 completion) Phase 2 ‘© 435 residential units: (© 200 units (asin Street site - 2025 completion) 9 235 units (Tidewater ste ~ 2026 completion) © 56,750 square fect of retail/restaurant space: (© 16,750 square foot mixed-use retall -(Dision street ste ~2025 completion) 2 15,000 square foot food hall - (Division Street ste ~ 2025 competion) 9 10,000 square foot retail gaming center - (Divion Street site ~2025 completion) © 15,000 square foot restaurant/brewery (Tidewater site- 2026 completion) ‘© 60,000 square feet of office space (olvsion Street ste ~2025 completion) ® 1,120 parking spaces: (© 220-space surface lot (piso Street ste -2024 completion) (© 150-space parking garage (Division Street site —2025 completion) © 750-space parking garage (Tidewotersite~2026 completion) + Infrastructure and public space improvements including pedestrian bridge, Riverwalk, roadway and streetscape improvements (2026 completion)Rhode Ietand Commerce Corporetion Pawtucket Riverfront Redevelopment Project Net New Economic & Fiscal Impact Analysis July 19, 2022, The purpose of this memorandum is to summarize the anticipated economic and fiscal Impacts that could be generated to the State of Rhode Island from Phase 1A development to assist State representatives with decision-making regarding public contributions to the project. CSL developed estimates of the net new economic and fiscal benefits expected to be generated to the State of Rhode Island based on information from Fortuitous, MuniCap, Inc., industry data, the use of IMPLAN multipliers and CSUs experience in quantifying the economic and fiscal impacts of similar projects, Future phases including Phase 1B outlined herein as well as a potential indoor events center and hotel are not included in the analysis herein. Methodology Overview of Economic Impacts Typically, and for purposes of this analysis, quantifiable effects are characterized in terms of economic impacts and fiscal impacts. Economic impacts are conveyed through measures of direct spending, total ‘output, personal earnings, and employment, while fiscal impacts denote changes in tax revenues. Each of the measures of economic impact is further described below: DIRECT SPENDING represents spending generated by facility and business operations, including: ‘+ _in-Stadium operations and expenditures by patrons and event personnel on admissions, food and beverage, merchandise, etc.; + Mixed-use business operations; + Qut-of-Stadium spending by patrons, visiting teams and event personnel on hotels, food and beverage, retail, transportation, entertainment and other such expenditures; and, = Qut-of-District spending by district office employees and residents. TOTAL OUTPUT represents the total direct, indirect, and induced spending effects generated by the Pawtucket Riverfront Redevelopment Project. Indirect spending consists of the re-spending of the initial direct spending, and induced spending effects consists of the positive changes in spending, employment, earnings, and tax collections generated by personal income associated with the operations of the proposed development. Economic impacts were estimated utilizing multipliers from the IMPLAN system which is an industry leading resource used by various government entities, universities, and private companies. PERSONAL EARNINGS represent the wages and salaries earned by employees of businesses impacted by ‘the operations of the Pavtucket Riverfront Redevelopment Project. EMPLOYMENT is expressed in terms of person years of employment and is based on project spending. Person years are defined as one year of employment, of 2,080 annual hours, and may be full- or part- time, The ongoing operations of the Pawtucket Riverfront Redevelopment Project would impact the local ‘economy in a variety of ways. As outlined in the following graphic, GROSS DIRECT SPENDING is generated during construction on materials, supplies, and fabor; and annual operations on tickets, concessions, 2[PaneRhode stand Commerce Corporation Pawtucket Riverfront Redevelopment Project Net Now Economic & Fiscal impact Analysis July 25,2022, sponsorships, business operations, etc, as well as before and after events at local hotels, restaurants, retail, and other such establishments. To estimate the incremental economic Impact benefits generated to the local economy from these SPENDING sources, certain ADJUSTMENTS must be made to gross direct spending to reflect the fact that all spending is not likely to Impact the local economy. The following graphic also summarizes the adjustments made to gross direct spending in order to determine NET NEW DIRECT SPENDING impacting the local economy. Cece ss eet Say Eat fae oct ate eee at lspest 99 ts eee re NET NEW DIRECT SPENDING Represents partion of ross spending het is new te the local end regional area and would not hhave occurred without the presence of the Pawtucket Riverrant Redevelopment Project ‘Adjustments must be made to account forthe fact that a certain amount of spending associated with the Pawtucket Riverfront Redevelopment Project will be made by focal residents and, therefore, likely represents money that could already be spent in the economy in another form. This is called displacement and reduces the overall net new impacts. This type of spending is not considered net new to the local economy. Additionally, not all spending associated with the proposed development would take place in the local ‘economy. A portion of this spending is likely to occur outside the immediate area. This is called leakage and similarly reduces the overall impact. The economic impacts presented herein are derived specifically from the net new direct spending estimated to be associated with proposed facility and business operations. Multiplier Effects Economic impacts associated with proposed development operations would be further increased through re-spending of the net new direct spending, The total impact is estimated by applying an economic 3[PageRhode Itand Commerce Corporation Pawtucket Riverfont Redevelopment Project Net Now Feaniomic& Fiscal Impact Analysis sul 13,2022 multiplier to initial direct spending to account for the total economic impact. The total output multiplier is used to estimate the aggregate total spending that takes place beginning with the direct spending and continuing through each successive round of re-spending, ‘successive rounds of re-spending are generally discussed in terms of their indirect and induced effects on the surrounding economy, as illustrated below. INDUCED SPENDING + Construction Spending + Food & Merchanaise + Business Services + Venue Revenues Whotesater + Household Spending + Outof-Venue Spending + Transpoct Company + Governmental Spending + Mixed-Use Distrit + Manulacturers + Al Oiher Economie Sectors Spending ‘ f . «+ Energyfutities + Numercus Other Industries INDIRECT EFFECTS consist of the re-spending of the initial or direct net new expenditures. These indirect impacts extend further as the dollars constituting the direct expenditures continue to change hands. This process, in principle, could continue indefinitely. However, recipients of these expenditures may spend all or part of it on goods and services outside the market area, put part of these earnings into savings, or use them to pay taxes, This spending halts the process of subsequent expenditure flows and does not generate additional spending or impact within the community after 2 period of time. This progression is termed leakage and reduces the overall economic impact. Indirect impacts occur in a number of areas including, ‘he followin; + wholesale industry as purchases of food and merchandise products are made; ‘+ transportation industry as the products are shipped from purchaser to buyer; + manufacturing industry as products used to service the facility, businesses, vendors, and others are produced; + utility Industry as the power to produce goods and services is consumed; and, + other such industries. INDUCED EFFECTS consist of the positive changes in spending, employment, earnings and tax collections generated by personal income associated with the operations of the facility and businesses. Specifically, as the economic impact process continues, wages and salaries are earned, increased employment and population are generated, and spending occurs in virtually all business, household and governmental sectors. This represents the induced spending impacts generated by direct expenditures. ‘The appropriate multipliers to be used are dependent upon certain regional characteristics and also the nature of the expenditure, An area that is capable of producing a wide range of goods and services within its border will have high multipliers, resulting from an existing positive correlation between the self- sufficiency of an area’s economy and the higher probability of re-spending occurring within the region. if alPageRhode Islond Commerce Corporation Pawtucket Riverfront Redevelopment Project Net New Economic & Fiscal Impact Analysis uly 19,2022 2 high proportion of the expenditures must be imported from another geographical region, lower multipliers will result, ‘As an example, say John attends a USLC soccer home gate. Before the game, John goes to dinner at a restaurant in downtown Pawtucket, John’s spending at the restaurant is defined as direct spending. The restaurant John eats at uses that money (and the money spent by those similar to John) to purchase meat, produce and other supplies from a local supplier. The restaurant's spending is defined as spending. The local supplier uses the money spent by the restaurant to pay its employees, who then turn around and spend money in the local area on goods and services. The spending by the suppliers’ ‘employees is defined as induced spending, ‘Thus, if John had spent $1.00 directly at the restaurant, that $1.00 is then multiplied by 1.85 to arrive at $1.85 of Total Output. In other words, $1.00 of Direct Spending on food and beverage generates an additional 85 cents of re-spend in the State of Rhode Island, Tax Revenue Impacts In addition to the economic impacts generated by the Pawtucket Riverfront Redevelopment Project throughout the local market area, the public sector also benefits from increased tax revenues. In preparing estimates of tax revenue impacts, total tax revenues attributable to the direct spending generated by the proposed development were estimated. In addition, estimates of the effect of total output and earnings on the tax collections have been estimated. Tax revenues are based on the current applicable tax rates. Future changes in these rates would have an impact on the resulting tax collections. ‘The sources of State tax revenue focused on in this analysis include: Sales Tax—7.00% Hote! Tax 5.00% F&B Tax ~ 7.00% Corporate Income Tax~ 7.00% Personal Income Tax ~ 4.00% SiPageRhode [tané Commerce Corporation Pawtucket Riverfront Redevelopment Project Net New Feonomie & Fiscal Impact Analysis suly 19,2022 Quantitative Economic & Tax Revenue Impact Analysis Key Assumptions “The following is a list of key data points and assumptions used to estimate the economic and tax revenue impacts associated with the construction and operations of the Pawtucket Riverfront Redevelopment Project. «Project costs are estimated to total $124 million for Phase 1A (expected to be completed by 2024). ‘¢ The new USLC stadium will host 24 events in Year 1 and increasing to 29 events by Year 5 {stabilized operations) with paid attendance of approximately 197,105 in Year 1, increasing to 243,064 by Year 5 (stabilized operations) per projections provided by Fortuitous. ‘+ Based on industry data, 50 percent of stadium attendees are assumed to live outside the State of Rhode Island. © Spending by visitors for events at the stadium consists of in-facility spending on tickets, concessions, merchandise and parking, as well as out-of-facility spending on hotels, restaurants, shopping, transit, entertainment, services and other such expenditures. Per capita out-of-stadium spending by visitors is estimated to total the following (2024 dollars): © In-State Day Trippers: $10.00 © Outof-State Day Trippers: $14.0, © Out-of-State Overnighters: $213.50 ‘+ Net new adjustments were applied to each category of spending to account for displacement (estimated amount of spending that would have been spent in the State regardless of the proposed development) and leakage (estimated amount of spending that takes place outside of the State). (One-Time Construction Impacts ‘As shown in Table 1, total Phase 1A project costs are estimated to be approximately $124 million, ar he Phase 1A Estimated Project Costs Hard Costs $107.5 MI] Isoft Costs $165 M| [rOTAL PROJECT COSTS $124.0 Ml furce:tsevate nding Aplin te Conmearc, ay 23,202 (a Oh Const It is assumed that after accounting for contractor profits {assumed at 10 percent of total project cost), 60 percent of the project budget would be spent on materials and 40 percent on labor. Based on industry data, itis assumed that 60 percent of materials spending would occur within the State and 75 percent of labor expenditures would take place in the State. 6iPagehod Ilene Commerce Corporation Pawtucket Riverfront Redevelopment Project Net New Economic & Fiscal impact Analisis uly 29,2022, The one-time net new economic impacts estimated to be associated with the construction of anew USLC stadium include: ‘© $71.3 million in direct spending in the State; ‘+ $117.5 million in total output (direct, indirect and induced spending}; and, ‘¢ 786 full and part-time jobs and that create approximately $48.3 million in personal earnings. ‘These impacts are summarized on the following in Table 2. The project's direct impact is the impact of the company’s direct spending on design and construction. Its indirect impact is the effect of spending by contractors for goods and services (insurance, construction materials, etc.) purchased from other Rhode Island businesses. TABLE 2 Crea rest un od Reece A Direct $713 M) Indirect & Induced $45.2 MI TOTAL SPENDING. $1175 u| Direct 474) Indirect & Induced Er TOTALIORS 786] Pend Direct $31.5 M| Indirect & Induced $16.8 M| TOTAL EARNINGS $48.3 Ml otis oreent he average sna alte gue Jobe FT) nluing beth il 2nd arse rs The activity reflected in Table 2 is estimated to occur from 2022 through 2024. ‘The anticipated wage rates for construction jobs are shown on the following page in Table 3. Anticipated ‘wage rates are the median hourly wage for these occupations in Rhode Island, as of May 2020, the latest Information published at the time of this report. 7iPageRode sland Commerce Corporation Pawtucket Riverfront Redevelopment Project Net New Economic & Fiscal Impact Analysis July 28,2022, TABLE 3 One ee a ecu Rhode Istand Median Hourly loccupation _Wage | larchitect $41.20, [Construction manager $52.49 [Carpenter $23.59 Electrician $27.54 Plumber $27.39 Painter $19.03 Laborer $26.48 Fringe benefits associated with these jobs are expected to be in accordance with industry norms, with the cost of such benefits generally ranging between 22 and 28 percent of wages. Workers wo fil hese jobs are expected to be drawn primarily from the State. ‘Annual Recurring impacts Phase 1A facilities are anticipated to begin operating in 2024, reaching a stabilized year of operations by Year 4 (2027), {As outlined in the key assumptions, spending consists of in-facility spending by patrons of the stadium on items such as admissions, concessions, merchandise and parking, as well as mixed-use business ‘operations. In addition to the operations of the proposed stadium and businesses, the Rhode Island ‘economy will benefit from the out-of-district spending generated as a result of the Pawtucket Riverfront Redevelopment Project. Out-of-istrict spending includes all spending by visiting teams and spectators to the new USLC stadium, as well as office workers employed on-site and residents living in the apartment buildings. The following table summarizes the anticipated net present value over a 30-year period (2024 to 2053) of the net new annual spending and resulting impacts of the State of Rhode Island that are estimated to be generated from the ongoing operations of Phase 1A of the Pawtucket Riverfront Redevelopment, These impacts include both spending within the District and as well as outside the District but within the State, alPageRhode Island Commerce Corporation Paytuckat Riverfront Redevelopment Project Net New Economic & Fiscal impact Analysis, suly 13,2022 Pre Phase 1 Net New Economic Impacts from Operations ‘Annualized and 30-Year Impacts (2024 to 2053) Seema er mn Outof- District, _Distret__total pirec Average Annual spending su5M sim $16.3) indirect & Induced Average Annual Spending — $9.8 339M ___$13.8M) “TOTAL AVERAGE ANNUAL OUTPUT aN $e7M___ $30.00 ‘30-YEAR CUMULATIVE OUTPUT. So4n3M —§2602M __ss0.sa ‘20:YEAR NPV OUTPUT 29s6m___$1234M $418.7) Direc Jobs - FTES 7 a 362) inirect & Induced Jobs FTES 2 39 7 ‘TOTAL JOBS- FTES 19 a 233| bicect Average Annual Earnings sso s2sw sav [ndlect & Induced Average Annual Earnings S3.80 2AM $5.1 ‘TOTAL AVERAGE ANNUAL EARNINGS 10.70. 339M 34.60 0,YEAR CUMULATIVE EARNINGS ga70sm___§1172m_ $437.60 S0.YEAR NPV EARNINGS Siem $55.5M_$204,1m ese nev scars sie ene ne eos EA tng et anda me Table 4 summarizes the net new economic impact to the State from annually recurring operations spending estimated to occur over 30 years and presented in average annualized dollars as well as total ‘cumulative and total net present value. The 30-year impacts include: + $901.5 million in total cumulative output (direct, indirect and induced spending) or $428.7 million fon a net present value basis; ‘+ 233 full and part-time jobs (FTEs); and, ‘+ $437.6 milion in total cumulative personal earnings or $204.1 million on a net present value basis; ‘Schedules A through C in the appendix summarize the economic estimates impacts year-by-year for Phase 1A, Impact on State Tax Revenues ‘The proposed project would generate new state tax revenues through spending on construction, through the operations of proposed stadium and businesses, and through out-of-district spending by those patronizing the new USLC stadium and mixed-use businesses. The following table provides a summary of the net new tax revenue impacts estimated to be generate to the State during construction and over 20- years of operations presented on a net present value basis. SiPagenode sind Commerce Corporation Pawtucket Riverfront Redevelopment Project Net New Economic & Fiscal Impact Analysis July 19, 2022 Indirect induces [tes Tox Sioa [corporate incoene Tax $0.00m Personol Income Tax ‘o.asM TOTAL CONSTRUCTION $1ssM Estes Tae Sonat ote! Tax $0.0084 food & severane Ta $0.00 [corporate income T35 $0,004 Personal Income Tax $0.06 ‘TOTAL IVOISTRICT AVERAGE ANNUAL 0.20m _D0YEAR CUMULATIVE TAX REVENUE 5 93M _20:YEAR NOV TAK REVENUE =m Ssier Tax SM ete tax 0.000 Fond & beverage Ta 0.0004 [corporate income Tax $0.0004 Personal income 12s 0.0004 ‘TOTAL -OUT-OF DISTRICT AVERAGE ANNUAL 0.07 ‘30-YEAR CUMULATIVE TAX REVENUE sama ‘30:YEAR NPV TAX REVENUE $1050 ‘30-YEAR CUMULATIVE TAX REVENUE sam [B0.YEAR NPV TAX REVENUE $531m__ $2008m Overall, it is estimated that construction and operations of the new USLC stadium could generate approximately $37.0 million in cumulative net new fiscal impacts to the State of Rhode Island over 30 years, $20.1 million on a net present value basis. Scheduled D in the appendix summarize the estimated tax impacts year-by-year for Phase 1A, It should be noted that the economic impact theory used herein to estimated net new taxrevenues to the State isa different methodology than used to assess the incremental tax revenues generated within a Tax- Increment District (an analysis provided by MuniCap, Inc under separate cover). The tax revenues generated in a TIF District are agnostic to whether the taxes were generated from spending that would have occurred in the State economy without the project. As such, the tax revenue Impact analysis presented herein is an important consideration to assist State officials with making informed decisions regarding the potential net new incremental tax revenues that could be expected in relation to the public dollars invested in Phase 1A of the Pawtucket Riverfront Redevelopment Project. tolPaceRhode Iland Commerce Corporation Pawtucket Riverfront Redevelopment Project INetNew Ceonomie Fiscal Impact Analysis duly 19,2022 Non-Quantifiable Impacts {n addition to the more quantifiable benefits, some benefits related to the construction and operations of ‘a new USLC stadium on the riverfront in Pawtucket cannot be quantifiably measured. Potential qualitative benefits for the State of Rhode Island include: Enhanced activity on an underutilized site on the riverfront in Pawtucket; Modern facility for a new USLC soccer team; Enhanced spectator event opportunities for citizens of the State of Rhode Island; Enhanced community pride, self-Image, exposure and reputation; Increased opportunities for charitable programs and community outreach; New advertising/sponsorship opportunities for local area businesses; Enhanced econamic growth and ancillary private sector development; and, Other such benefits. iilPageSUPPPLEMENTAL SCHEDULES Detailed Year-By-Year Economic and Fiscal Impact Estimatesoro er peng Ste aaa NC ERLE aULaTeCS CALNE Ra TTIGG _SaInITOe SPOTS ann NSW Ware err asd ener eTnS SC TaeearS TeV TIC THTE —USLVELENS CLV ERTS TUES vow ORCAS COTTON TS SRS WAT Paros ares TEI ——woreas cates TRL TLS STE WOR BOVE areroRs — var TevaTs — CRETE — Paves —vormares — caer ——eevTErees LPS —avERTRE eee ReSure cee —oovairig —vecowtcs —CaPereTne —seCanrss —saTRLTg —ersorees —TIOTHOELS —wereaP=TE ae eceatues——-nOCGEETIS — RCTOTTS —TeSTaDTIG ww NTSS WO] “ev eaeS ow eERS LOEWE Te SEETeRee ar TSG ZIG eens ——STsegOTS — THE TaES EES GOS AVS ood EIS CoP UCTVIS ee EeeenTE —evearrit —crebveds —eieeasors [Wea is Wer inss caw Sav ee WEES EDS see rena aes Se avant —forver ors —Zv0SWFOLS —LLsTIZ¥e —ocveO/s eV eva cover eng cer torPT ee ertorses —ceaTarars —CWsn/rs ——TevOIrors —saveiss —sreTerss nado oes tor wrens Leet HIE ee rev aceces ser Savors — cee tivers —evsoWOS —soverses ers evSs tes 7iwees ote evs Lie oooT sr beconrses—ecveavart —restsvers —— cee vival —1ororrré — orvwlPsS war SHE —_wLVTA7TIS _TaVDSUETE 02 barvavaes —sevorosrs —tavev'eis —_vevTrever —_eevsrys scr WUh __ee0 rats cor asus — wot SeseIs a fevescves —eorooyers —evesrs ——~ervvet —waraives 9 SEU Ves — GTEC TTS sie TOFETS eae lseecrees —Tosswats—0cCanT BIS —escoNCeE —Torvarse a w0SS eos aPoes —Sacs7ULS —caverTeTs Be lee eurees —torencsrs soe Tavers Sve vs0ce —Unvres_—_vovvaes}__sDe TT ¥eE —_vov@OT TIS TaLSEUETS Tod SesOnCees—SePWLETS —coeseU TIE ——eyT enrages 1s siv ores _sgrivets THT ES sar eaTTNS OE aPTUC2ee —SGHC Tig —aPECW Is —SPUVILES—_ecrem'es viel wo AVES _ owas _eERTETS Ce EEuTeEE —TTGRSEES — cCEWSIS SOP TITRS —ESVEBTES —vorbLavs __—-avazaas —TIeVaTeS SIE TT ty OFGaUEES —DoCerEEIS TITUS SIE —vevaarny —venr'ss —palans¥s —_sv0T1oes 1eees6s _—sOPecT TE Tee Savarwace onc ervere — teas ets ——peVEITSS testes eava0r'g —zosbo¥Oes tev ar's5 __OHLaOOTIE Em Ere aT eee—tavaeEEe-eagewe TE ——OLP HUGS —CISTHSES candor es _—eorGor aes Owes _ SULTS ae Sposarsis ew easers — cer tideis ——portad ls —0oVTUSES __irwer'es coc Tvelg on e55 —sUTS rad [sserrecs Te Tie 1s —aPBereIs——WEESELTE _DoOTUES —SoVATYS__LEVULE LS ee 1TH actor es a lurtawecs ew sietis— ecCeSU EIS —GOLSESLE —oeveFES IE ETS SPOUTS Havas CHUTES re fewtertes —parearTns — pas terers V0 eer/s WIVES —oUiOS ce/Sgo16 sora 15 95065 602 ¢. PHete menos —erraerans —esrear es neers ves Totes ars ou Tess were nu Sg [Gergevess—aorereas — aries 1s encerrds servers Wsrvigis ore voIs nev aes SELES ot ES cavsirocs —vistares —orotactis ec e000s _9aures _eovawes ToS LoweIS weeTvDS_—_FLOSSHS fad gE 2 (erevavecs —twreaves — Telos ses 55 ood VES wT UOLE —OLLOTUELS 96 ear96 __CHLIETE ria BES leecres arava weveev0rs or vsrus _ctwess'es__cesuas'es oss DGT TIS THRONES OTT DENTS 3202] E22 fpovowes sores —svlires verse seats Yrs av ates os are8 ave 0) 555 ata ware eras De ESeSE —-vaNTSLETS see ORATS Be CayTS LeU Tee TLDS P07} gee {22 pes ee eee a ER iam porpue pata for pemoue Baga pa panos ana bu: Depa Ponpu pu July 19, 2022, eee rd POEL Saag a RAEN EP AadjPageer Pioneer aE ee or we % BV fee er ca ia ———¥ war am —_, out a SOF 2m see ta ere 3 aa pee 40 a Tr aT Tete —_—, wat —— at raz fare ¥L ad et 5 BOT ‘sr0e| —_, aE at ear ri —_—! act Bt a Ea fees Tat Br 1 roe —, uit ar ar oa —_ aut an a od 7 Ht ate # Td bse ——sz i wa = Tree fee me a ea a ora —_ eat a ra ee —_—s = et or we lore it te Tor Te fees oa 3 ar 50 fee or ae er 3 —_—Z ca ae ar ee [ere a sete 3 ee laces iat 3 38 Teme [ax ——s at sre 3 Tea rc et st z eee a fees i ster a ean Le ere we a oD wee 22 —_) ze Orr oF 35 Zatz eee [zat 13 ead ‘30T a +9 ‘sz0e| 3 ee [ect 35 ‘ott FOr 7 9. ‘Se02| fae — aT sar zr = re aes waar — sa RE er 7H geo peonpue pela ek paompue pang aa ouput Ere Sie Fes 282 July 18,2022 CAE Oa ELE AziPageAhode island Commerce Corporation PayrtucketRlverfront Redevelopment Project Net New Economie & Fiscal Impact Analysis July 23,2022, Tet SONINUWA TVNOSUAd VI aSVHd - 9 31NGaHOS TESTS SDE TSS VOGT «CSCO SETET USE AVERT 96S. SIVA GHING LIN WAKE FLUNS SGOTS —VNWCTITS GV GESTS TWEE SES «METI URES SUDONTNTS SeTTRRTOCS SAINTS WAR BOTS TASER STARTS ALT: ELIS BIS SOT TINNY SOWAEY| oy TVES __NTHEES SCV _ eT BOSS BEIT og 1 SOS TEVEGHTS ca Saces 9550507 sere Tee 9g __Lersrrers TsveSrIS_—_veveees esr oe eS ea eee BeOS __ SHOOTS vercects Teen eS sar) Soe Tsr 9s sOwSECTIS See GESTS Ese Za eS eroe fsereen'TIS ret ES av eWSTIS_teeass wan 'TS 9s HCO eS 3702 leacees'ars —sovste'9s CISD eS __SOVERSTE wos SS ow eRSTES TeaTeE aS id eraser OS ROUTH aie TOSS ore wows ca CTS EOE Brod eas A085 Cartan ys —_cuaesTS STS ___ COV eaSTS OTOL YS __eSTET rod bporercors ——aioesess __eecterors —eeeste¥s STS LE MLS vee OTIS cae TS_ THE SCOTS rad RarTivare —stosesse gsr eTVOIS —_eesarrs —WOETS TES eisocets ES OTT eroe| [eoesor ars careers ens'eevors -aaY 25178 Blase BLCLSC YS Tree) TITLES vUeeac Ors BLY 07S TeO'SeOeS sera Troe TLESESSS —_eS'TOT OTS TLE SOUS wore sears SoreIsTS 707) leavers ore wos reese ee eor es SHV SOPs 520g bereeetrs _recss0'ss aro'ear'eS ___esc'vev1S _ouressTeS __wes'FELDS Be0g Tereaees GEVEN ES LCE TS GHCEITTE aL ST rete wes c0s 5 THECOLEE —_eaVEETS _9VTET ___cevesTOrs _ceveases — SOVGISIS 30d AVES BALTES OSRLACTS sav eee es rer OWS _arrseses __LATSOVS Sed GsTSHC¥S SUGGES ol eoeTs ele weres Eevee es _eaSTLE DS end TEPHETS —BLUGIOES SRT ALS LACTS goes sol wrw'ss ste LASES om DLL95 od loorarrers—cevorets ear IVS _grewives _sp9e1C 1S Tos'vorzs ssw 66985 Lar TssS TaD [aeroeTIs __oaC Torys oe0'ZEL TS Sree TS __ aT a ROSISSS Tene fristenTis oar seo3s —erC0Ow TS ___ea'saves cre wort carerres strates Sor Tavs De0d) ieceoertis —ewvve0s oor 3575 __eie ares avert __CeLLIDTS Tomer aS sev OaT eS 5200 TESTOES OV EEVSE SOT WET eS OceTETS eas NDS __—_sereiers ence Bete lsrrvevors —_orweeses Sev eO95__eaCUGUES st eSOTS __UTeSTS ___vavowt'is —visivaves rd froearaes ——eccacees _saveIE 5 err eav'es__viceco1s _vevaswS an 020 36 3z04 TPTSOGE eae Ceres Ce ECSSE vas tos ey suenes eas TSNTS_—_@LUGP9S TOsUIE NS coq SSeETaS ——HEVODES ——OeeINSS SOLES al val as aISTS __eudlorsss_ucaeees at Ter¥s weed same aa — Aa Ba 7 aa Boer aa pag me penpulg au on pag Aa lPageRhode sland Commerce Corporation Pawtucket Riverfront Redevelopment Project [Net New Economic & Fiscal Impact Analysis July 19, 2002 Aa[PageVOTE OF THE BOARD OF DIRECTORS OF THE RHODE ISLAND COMMERCE CORPORATION JULY 25, 2022 APPROVED VOTED: — To approve amendments to the Corporation’s retirement and savings plan pursuant to the resolution submitted to the Board.RESOLUTION OF THE BOARD OF DIRECTORS OF ‘THE RHODE ISLAND COMMERCE CORPORATION JULY 25, 2022 (Retirement & Savings Plan Restatement Resolution) WHEREAS, the Board of Directors has received information and @ presentation regarding certain required, technical amendments to the Corporation’s retirement plan (the “Plan”), NOW, THEREFORE, be it resolved by the Corporation, acting by and through its Board of Directors, as follows: Section 1: ‘The restatement of the Plan annexed as Exhibit | hereto is approved; Section 2: Any of the Chairman, Vice Chairman, Secretary of Commerce, President & COO or Chief Financial Officer (the “Authorized Officers”), acting individually, shall have the authority to adopt such technical amendments to the Corporation's Plan to ensure compliance with federal law, and to take such other actions as such Authorized Officers determine, in their discretion, is in the best interests of the Corporation to carry out the intent of this Resolution. Section 3: This Resolution shall take effect immediately upon passage by the Corporation’s Board of Direetors.EXHIBIT |RHODE ISLAND COMMERCE CORPORATION RETIREMENT & SAVINGS PLAN ‘TABLE OF CONTENTS: EMPLOYER INFORMATION, PLAN INFORMATION, SECTION A. GENERAL INFORMATION, Plan NanteEMetive Date Plan Reataes ‘Compensation. Definitions SECTION. ELIGIBILITY .... ‘Exclusions i Eligibility Service Rules Eligibility for All Contribution Types. ‘TransfersReites. . SECTION C. CONTRIBUTIONS. Valuatary Contribution/Crandfathered 401) Contributions ‘Antomatic Ensollmont. ai ‘Matching ~ Allocation Service Matching Contribution- Formula ‘Non-Elective Contributions» Service 'Non-Elective Contributions - Formula (Other Contebutons = SECTION D. VESTING. a ‘Wosting Schedules. ‘Vesting Service Rules. SECTION. DISTRIBUTIONS. SECTION F. IN-SERVICE WITHDRAWALS, Retirement Hanship/ AR en Other Withdrawal, (Geandtathered Roth 4010) Contibatons. SECTION G. PLAN OPERATIONS. ee SECTION H. MISCELLANEOUS., - SECTION I. EXECUTION PAGE ‘CUSTOM LANGUAGE ADDENDUM Copyright © 2002-2022ADOPTION AGREEMENT 4001 (GOVERNMENTAL PROFIT SHARING NON-STANDARDIZED PLAN "The undersigned adopting employer boreby adopts this Pla, The Plans intended fo qualify asa tax-exempt plan under Code seston 401 (a). The ‘Pen is trther fended to qualify as a governmental plan undee Cade section 414(d). The Plan shall consis ofthis Adoption Agreement, its related asi Plan Dacurnent #02, and my Addeodam tothe Adoption Agreement. Unless otherwise indicate all Seotion eferenees are to Sections inthe Basie Plan Document. NOTE: Code section 401(2\4)C() prokitte governmental employers fom extabliskng new 401( plans This provision doesnot ply to ‘governmental 401() plans adopted before May 6, 1986, EMPLOYER INFORMATION NOTE: in amendment ks not required 0 change the responses in tens 1-10 below. NOTE: The Plan Sponsor must be on entity shri eligible to adopt a governmental plan as defined in Code section 414%) ‘ame of adoping employer Plan Sponsor): Re Islnd Commerce Corporation ‘Adress: 315 Jeon Horac Way, Suite 101 City: Providence Siate:RL Zi 02908 Phone number: 401-278-9100 Fax number 401-273-8270 Plan Sponsor FIN: 05-0356994 Plan Sponsor fiscal yearend: Jane 30, 10, State of organization of Plan Sponsor: Rhode Island vem awe ene PLAN INFORMATION SECTION A. GENERAL INFORMATION Plan Name/Bffective Date Plan Number: 002 2. Plan mame: Rhode sland Commerce Corporation Relirment & Savings Plan ee eee NOTE: i optional Effective Date ‘8. Original effective date of len: Jannary 12008 b, _[X] Thisisarestatement of» previously-adopted plan, Effective date of Plan restatement: Juary 1.2022 NOTE: The dotes specified above in A.3a 07 A.3b may not be earlier than the fest day of the Plan Year during which the Plan i adopted or ‘amended and restated by the Plan Sponser. ‘Merger Information fa. Other Plan name: b. Merger effective dae: ‘6 Additional merger information: —__ Plan Year ‘8, Plan Year means each consecutive 12-month peiod ending on December 31 (e.g Devemnber 31) [| ThePlim has a Shoct Plan Year, The Short Plan Year begins and ends i. Inthe event af a Short Plan Year, service conditions wil be pro-rata based on months for te following purposes TI None [J All pemoses (ic, eligibility, allocation conditions, and vesting) 1 Copyright & 2007-2022SECTION A. GENERAL INFORMATION UL) Other: __ NOTE: The provisions ASB cpply ony in the event of an intial Plan Year. A Short Plan Year for reasons other than the intial Plan Year requires a Plan amendinent. 6. Limitation Year means: a. [X] Plan Yesr b.[] calendar year e [] Others NOTE: If ‘Otho is selected, the Linitarion Year must be a consecutive 12.month period. Frozen Plan a. [ ] The Plans frozen as to eligibility effective: _ 1. [ ] The Plans frozen as to benefit accruals effective: Plan Features 8, Employee Contribations (Section 4.01) a, Mandatory Employee Contsbutions (pick-up contibutions) aro permitted under the Pan i [] Yes, __% of Plan Compensation Hi [ ] Yes salary schedule acconding tothe char below: ‘SalageRanse ‘Mandatory Eaplovee Contibutions [J Yes, other fixed method: iw. [X] No ‘h, Volontary (After-Tax) Contebutions are permitted under the Pan: & [) Yes iL [X] No iii, [ } Formerly Allowed 6 Manda(ory After-Tax Employee Contributions ure permitted under the Plan L[] Yes, % of Plan Compensation ih [| Yes, salary schedule acording tothe chart below HL [] Yes other fixed method: i. [X] No 4, } Grandathered 40]() Contributions adapted by the government entity bofore May 6, 1986 ure permitted under the Pian © [ ] Grandfathered Roth 401(k) Contributions ae perited under the Plan NOTE: If Sa is "No", questions regarding Mandatory Employee Contribution are disregarded. NOTE: if ther method (Aa tor 4. fa selected, the merhod must be objectively determinable and may no be specified in a anne that i subject Employer discretion NOTE: The governmental entity adopting the 401(8) feature must be the same Employer as the Plan Sponsor within the meng of Treas, Reg section 1.4J0(5)-9. Coe section 401(0)(4(B) (i) prohibits governmental employers from establishing mew #01(8 plans. Tis provision does not apply to any 401(8) plan adopted before May 6, 1986. NOTE: A.8e only apples f Ad s selected Matching Contributions Matching Contributions are permitted (Section 4.02) [X} Yes 11 No NOTE: if 4.9 is "No", questions regarding Matching Cowibutions are disregarded. 10. Non-Blective Contributions Non-Hlective Conttutions are permitted (Section 4.03) (X] Yes [] No NOTE: If'No", questions regarding Non-Eleetive Contributions are disregarded 11. Plan Features Effective Dates 8. [ ] There is a special effective date for one or move features specified in A.8 through A.10. The special effective date(s) which occur ler the Effective Date specified in A.3ilare:_ b. [] A previous plan amendment eliminated one or more of the featres specified in A. trough 10. Specify eay provisions tha apply to the climinated Plan features: __ NOTE: Mandatary Employse Contributions cnot be effecive earlier than the date the arrangement was adopted. 2 Copyright © 2002-2022SECTION A. GENERAL INFORMATION ‘Compensation 12. Statutory Compensation Definition of Statwtory Compensation (as defined in Article 2 ofthe asic Plan Docuent: 4 [J] Section 415 Compensation ii, [X]_W-2 Compensation Wh [] Withholding Compensation fv. [] Section 415 Safe Harbor Option 1b. [X] Inchude deemed Cade section 125 compensation in definition of Statutory Compensation, ©. [X} Incude Post Severance Compenstion in definition of Statutory Compensation, 4. [ ] Include Post Year Bod Compensation in definition of Stastory Compensation 13, Plan Compensation ‘a. Definition of Plan Compensttion (as defined in Aticle2of the Basic Plan Document) for purposes of allocations wil be Statutory ‘Compensation with the following exclusions: Emplayee Matching Non-Blective __Grandfathered Contributions Contributions Contributions 41(k) Contributions 4, No Exetusions U1 U1 a oO fi, Pay eamed before putiipetion u a ia ala Ii, Amounts which ae contributed u Ul 0 is] by the Employer pursuant to 8 salary reduction agreement and not incadible in the gross income ofthe Participant under Code sections 125, 402013), 40200), 40306), 132(0 ar 457 fv, All ofthe Sllowing beneis u ul Ul ul {even ifinchudable a gross ‘neome): eimbursemens © other expense allowances, Sing benefits (Cash and rnoncssh), moving expenses, defered compensation, and ‘welts benefits (Treas. Re. section 1A14(6-1098) ‘¥. Different! military pay a8 u u 0 0 define in Code section 3401(b)2) Final Paycheck Pay Post Severance Compensation ost Year End Compensation Other adjustmenis 8 commissions, bomses, ‘any program of deferred ‘compensation or additonal ‘benefits pavable other than in sashand overtime ‘compensation NOTE: Ifany exclusions are selected which do not meet the sofe harbor exclusions as described under Section 414(s} Compansarion, the deiniton of Plan Compensarion wit cause the Plan to fl to qual for anp contribution safe harbors, such asthe permitied disparity ‘allacation oF sofe harbor contributions NOTE: If"Other adjusiments" is selected, the description must Be objecrively determinable and muy not be specified in a manner tha is “subject to Employer diseretion. NOTE: See Section 4.01(0 for rules regain elections for bonuses o other special pay. 3 ‘Conyight © 2002-2022SECTION A. GENERAL INFORMATION 'b. Plan Compensation is determined over the period specified below ending with or within she Plan Year i. [X] Plan Year [ ] calendar year J Plan Sponsor Fiscal Year Ww. [] Limittion Year vy. [ ] Other 12-month period beginning on: ___(entr month and dey) Definitions 14, Disability Definition of Disability a. [X] ThePartcipent is unable to engage in any substaalguinfalactivity by reason of sy medically determinable physica or mental inupairment tat can be expected o result in denth or which hes lasted or exn be expected to lst fer a continuous period of not Iss than 12 months. Tae petmanence and depres of such epsirmet shall be supported by medical evidence. bb. [ ] Under the Socal Secsity Act. The determination by the Social Security Administration thatthe Participant is clgibe to receive isabilty benefits under the Socal Seeuiy Act. cL Inabili to engage in comparable oscupation, The Participant suffers from « physical or mental impairment that rests i his inability to engage in any oceupation comparable to tha in which the Participant was engaged atthe time ofhis disability. The ‘permanence nd degree of such impairment shall be supported by medial evidence 4. [} Pusuantto other Employer Dissbilly Plan, The Pacipant is ligible to receive bencfits under an Employee sponsored disability plan ce [ ] Under uniform rales established by the Plan Adminstrator. The Participant is mentally or pysially disables! under a writen policy [] Otter: “NOTE: If “Other” is selected, the definition provided must be objectively determinable and may not be epetfed in a manner that fa subject 0 “Employordisereton. 18. Cholee of Law/State Law Nate of state or commonwealth for choice of law (Section 12.05: the Fmplover's sate of domisile Enter any state aw provisions that amply tothe Plans __ (NOTE: Only state lave cud regulations mey be entered in 4.15b. The Plan may not violate opplcable site la SECTION B. ELIGIBILITY Exclusions 1. The term "Eligible Employee” shall not include (Check tems as appropriate): Employee Matching Non-Elestive Grandfathered 401(4) Contributions Contributions Contributions a NoExclusions Ul ua 0 1b. Union Employees tl u u ©. Leased Employees a fea) Dx Non-Resident Alien ul u Ul Otter Employees Section 3.050) al bo I 1 residents of Puerto Rico; 2) anv smployess hired br the Emplover. prior tm January 1, 2006; (3) an Interns (@) any temporary ‘employees who have pot attained ‘age-2]. and who are not expected to complete atleast 1,000 Hours of Service in 12 months e not completed s Year of Service; and 4) any emplovees, hired prior to ‘July 1, 2007, while they are insluded in e unit of employees 4 (Copyright © 2002-2022SECTION 8, BLIGIBILITY covered by a Collective Bargsining ‘Agreement hetween the Emplover sand Local $77 unlor which otirement benefits were the subject of 30d faith bargaining, {ules he collective bargaining areemcut requires participation in {his Plan) For this purpose, a Year ginning on date of hrs, or any ‘Plan Year beginning on or after dda of hire, in which the individual {is cefited with a least 1,000 Hours of Servite NOTE: If “Other Employees" is selected, the definition provided must be objectively determinable ond may not name a specific naval or be specified in a manner thats subject fo Employer diseretion. 2. Opt-Out [An Employee may imevocebly eet not to participate inthe Plan, NOTE: Ifthe Plan provides for Mondatory Employee Contributions (A.8a.iv ts not selected, .2 shall wot apply to Mandatory Employee Coniribusons lity Service Rules ‘Othor Employer Service [1 Count service with employers other than the Employer for eligibility purposes, List other employers and indicate for what purposes (ex Mandatory Employee Contributions, Mating, etc.) the service applies alongwith any limitations 4. Special Participation Date a [ ] Aloe inumediate participation foe all Eligible Employees employed ona shal becotne eligible o participate in the Plan ws of, b. [| The Plan provides conditions or imitations on ramediate patcietions __ NOTE: Describe the condltons om liitation and indicate for what purposes (eg Mandatory Bmployee Contributions, Matching, ef) the Conditions ov linitations apps. The condiionslimitarons nust be objectively determinable and may not be specified @ marmer that subject to Employer discretion ectic date, All Fligible Employees employed on Eligibility for All Conteibut ‘Types 5. Age Requirement for Plan Participation Employee Non-Blective — Grandfuthered 401(8) ‘Contributions Contributions Contributions 2 Age Requirement wa ‘None nie Service Requirement for Plan Participation Employee Matching Non-Elective Grandfathered 401() Contributions Contributions. Contributions Contributions a. NeMinimum Service a tu a n ‘Completion of _ Years) of ul a a ia Eligibility Service - lapsed Time Completion of _ Hours of a a U1 a Service (not to exceed 1,000) ina moni period (not to exceed 12; hours of service filsafespplies) s Copyright © 2000-2022SECTION B. ELIGIBILITY 4. Completion af __Hours of u a ul 1 Service (aot to exceed 1,000) within w a-month period. The service requirement shall be deemed mt at the time the specified number of, Hours of Service are completed Completion of _ month(s) of U1 u a a service - Elapsed Time f—Complotion of 9 days) of service ~ o x ba 0 Elapsed Time Othe; i U1 a u bh, Additional Requirements: oO Ul u u NOTE: If “Other” is selected, the service requirements provided must he defitely determinable ae may not be specified in a marmer that is subject o Employer discretion. NOTE: Any "Additional Requirements" provided must be objectively determinable and may not be specified in a manner tha is subject to Employer discretion Entry Dates Employee Matching Non-Elective Grandfathored 401() Contributions Contributions. Contributions Contributions 4, Immediate U1 a U1 U1 1b, Finstday of each payroll period ial a ou ul & Flos day ofthe catear month a oy od a 4. First day ofeach Plan quarter u u oO a fe. Fitst day ofthe ist month ad ol o oO ul seventh month of the Plan Year 1, Fics day ofthe Plan Year a ul 1 ia Other: 1 ul u u NOTE: If B.74 8 selected, the other entry date muss be objectively determinable and may no be specified in a manner tat is subject to Employer diereton. Entry Timing for Plan Partefpation ‘An Eligible Employee shall become Patiipanton the etry date tt is Employee Matching Non-Ekective Grandfuthered 40104) Contributions Contributions Contributions. Contributions a, Coincident with or nex flowing the ul ox) 1x] u date the cigbility requirements are set be, Next flowing the date the eigitiiy ul ul ul a requirements are met & Coincident with or immediately la u a oa precoding the date te eliailty requirements ae met 4. Tmmodiately preceding the date the wa ia] ul wa eligibility requirements are met fe. Nearest co dhe date the eligibility na ul u we requirements are met NOTE: IB.7ais selected, an Eligible Employee shall become a Participont eligible to make Mandatory Employee Conribtions/Voluntary Contrbutions/Mandatory Alert Employee ContributionsGrandjathared 401(b) Contributions immediately pom meeting the eliibiity requirements 6 Copyright © 2002-2022SECTION B, ELIGIBILITY ‘Transfers/Rehires 9, Transfers/Rehires a. [fan Employee either (1) upon rehire again qualifies as an Eligible Employee (2) or if nt previously an Fligible Eaplayee who det a change in satus becomes an Eligible Fmployce, he shall become a Pasticipat wit respect to the coneibutions for which the eligibility requirements have been sified (Section 3.05): 4 [X] asofthelstar ofthe effective date of such subsequent change of stats or the date dhe Fmployee meets the eligibility requirements ofthis Article 3 Hi |} om the ery dete as ofthe later ofthe effective este of such subsoquant change of starus or the date the Employee meets the cligibiliy requirements ofthis Article 3 bb, Am individual wha has sisted the applicable ellgbity requirements set forth in Article 3 before his rehire date, and who is subsequently reemployed by the Employer as an Eligible Employee shall resume or become a Participant (Section 3.05) 4. [X] immediately upon his rehire date with respect to the contibutons fe whic ihe eligibility euireaents of this Article 3 have been satisfied [LJ om the entry dat coincident with or nox following his ohire date with respect to the contributions Sor whic the eligibility requirements of this Article 3 have heen satisfied ‘SECTION C. CONTRIBUTIONS Voluntary Contributions/Grandfathered 401(&) Contributions NOTE: If Aah is "Vor” or Ad is selected (Voluntary Corributions or Grandfatered 401(8) Contributions are permed), an Eligible “Employee who has met the requiremonts of B.S through B.7 shall Be ease to make Voletary Coniribuions/Grandfothered 401¢4) Contributions tothe Plan as follows (Section 4 01) 1, Minimuan and Maximum Employee Contributions a, Voluntary Contributions 1 Minimor Voluntary Contribution: Maxiusn Voluntary Contribution: IH, Other limits on Voluntary Contributions apply: __ b, Grandfathered 401(k) Contributions i. ( ] Minimum Grandfathered 401(k) Contribution; _% of Plan Compensation ML [ ] Miniaaomn Grandfathered 401(k) Contribution: §_ for the following period: __ fii. [|] Maximum Grandfathered 401() Contibution: of Plan Compensation fv. [ ] Other limitaons on Geundfathered 401() Conibatons (Speci); __ c. _[} Allow Participants to make Catch-up Contbations in addon to Granlfahered 401(K) Constbtions NOTE: C:Laui,C.1bi Cla and Cb. may not be more than 100% of Flan Compensation. NOTE: If Cla or Civ i selected the requirements provided mast be objectively determinable and may not be specified in a mamer that i subject fo discretion NOTE:C.b and C.le shall no apply (4.8 it not relected (Grandfathered 401(8) Contribations are wot permitied 2. Modifications of Voluntary Conteibutions/Grandfathered 401(K) Contributions a, Participants modify/starVstep Grandfaered 401(K) Conebtions/Vohuntary Contribution elections: { ) Each pay period [) Mocihiy 1) Quacterty Ww. [J Semiannual ve [] Annual vie [ ] Pursuant co Plan Administrator procedures (atleast once each calendar year) b. [| Pactiipants nay stop an election to contribute a any time Automatic Enrollment 3 Grandfathered 401(4) - Automatic Enrollment a, The Plan provides automatic enrollment (Section 4.01(8) in the following manner iL] Nowe ii [ ] Specifiod amout. The iaitial amount of the automatic enrollment (aso percentage of pay): __ 7 Copyright © 2002-2022