RHODE ISLAND COMMERCE CORPORATION AGENDA APRIL 25, 2016 PUBLIC SESSION

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1 RHODE ISLAND COMMERCE CORPORATION AGENDA APRIL 25, 2016 PUBLIC SESSION 1. To consider for approval the Public Session minutes for the meeting held March 28, 2016 (TAB 1). 2. To receive a marketing/branding update. 3. To provide an overview of the Cluster Grant program (TAB 2). 4. To consider improvements to the parking garage and pedestrian infrastructure at the Providence Place Mall (TAB 3). 5. To consider for approval amendments to the Corporation s retirement and savings plan (TAB 4). 6. To consider selection of an auditor for the Corporation (TAB 5). 7. To consider litigation issues including 38 Studios, LLC and approval of the Executive Session minutes for the meeting held March 28, 2016 (TAB 6)* * Board members may convene in Executive Session pursuant to R.I. Gen. Laws (a)(2) to discuss this Agenda item.

2 TAB 1

3 VOTE OF THE BOARD OF DIRECTORS OF THE RHODE ISLAND COMMERCE CORPORATION April 25, 2016 APPROVED VOTED: To approve the Public Session minutes session minutes as presented to the Board.

4 RHODE ISLAND COMMERCE CORPORATION MEETING OF DIRECTORS PUBLIC SESSION The Board of Directors of the Rhode Island Commerce Corporation (the "Corporation") met on March 28, 2016 in Public Session, beginning at 5:00 p.m. at the offices of the Corporation, located at 315 Iron Horse Way, Suite 101, Providence, RI 02908, 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 Gina M. Raimondo, Bernard V. Buonanno III, Tim Hebert, Mary Lovejoy, Michael F. McNally, George Nee, Vanessa Toledo-Vickers and Karl Wadensten. Directors absent were: Dr. Nancy Carriuolo, Mary Jo Kaplan, Jason Kelly, Ronald O'Hanley and Donna M. Sams. Also present were: Secretary of Commerce Stefan Pryor, Darin Early, Claire Richards, Jeremy Licht and Thomas Carlotto. 1. CALL TO ORDER The Governor called the meeting to order at 5:06 p.m. indicating that a quorum was present. 2. TO CONSIDER FOR APPROVAL THE PUBLIC SESSION AND EXECUTIVE SESSION MINUTES FOR THE MEETING HELD ON FEBRUARY 22, 2016 Upon motion duly made by Mr. Hebert and seconded by Ms. Lovejoy, the following vote was adopted: VOTED: To approve the public session and executive session minutes for the meeting held on February 22, Voting in favor of the foregoing were: Bernard V. Buonanno III, Tim Hebert, Mary Lovejoy, Michael F. McNally, George Nee, Vanessa Toledo-Vickers and Karl Wadensten. Voting against the foregoing were: None. 3. TO RECEIVE A MARKETING/BRANDING UPDATE. The Governor began by thanking the local tourism districts for their collaboration in the process and emphasized the importance of a coordinated effort. She introduced Betsy Wall to give a presentation regarding the branding campaign.

5 Ms. Wall briefly discussed the elements of the campaign and explained the importance of having a data driven process. She introduced the artwork developed by Milton Glaser. Ms. Wall discussed the concept of Mr. Glaser, which is intended to be artistic and inspirational. Ms. Wall highlighted the integration of the campaign including paid media, social platforms and events. She touched upon some metrics to date and noted that Rhode Island compared favorably to other states of similar size outperforming both Connecticut and Delaware. Ms. Wall next discussed a revamped website which includes a blog and expansion of the State on social media. In conclusion, Ms. Wall thanked Havas, Epic Decade and Milton Glaser for their efforts in developing the campaign. Mr. McNally commented that he liked the campaign. Mr. Wadensten asked if Ms. Wall could discuss the relationship between cooler and warmer and Rhode Island. Ms. Wall explained that cooler is referring to Rhode Island as a cool, hip place and the notion of warmer is related to the strong sense of place and the warmth of its citizenry. She noted the slogan suits itself to a hashtag strategy. Mr. Hebert noted that logo is not going to explain everything and that he liked the design of the logo but he was not sure about the warmer aspect of the campaign. Ms. Wall explained that the slogan was useful as an add on but was not the entirety of the campaign. The Governor suggested that the Board receive quarterly updates to which Board members responded in the affirmative. Ms. Toledo-Vickers commented on the broadness of the campaign. Mr. Hebert asked about the amounts expended to date of the $5 million fund and if any monies remained. Ms. Wall noted that the committed but not yet spend is in excess of $2 million. 4. TO DISCUSS TECH TALENT INITIATIVES. The Governor gave a brief introduction on the goal of improving the tech talent pipeline and Mr. Lee Pichette s objective of developing a map of how all the State s programs fit together. 2

6 Mr. Pichette explained that tech talent is an issue nationwide and that Rhode Island is well situated in some regards. He went on to detail certain metrics, which indicated Rhode Island fairs better in availability and retention with respect to tech talent in the economy when compared to the national averages. Mr. Pichette noted that Rhode Island can do better and create a competitive advantage. He described the different programs in Rhode Island and how they are intended to bolster the tech talent pipeline with a focus from kindergarten through advanced degree programs. The Governor explained how Rhode Island is focused on training an additional two thousand people in tech fields by Ms. Toledo-Vickers noted that the education system itself needs to become more advanced to keep pace with changes in technology. Mr. Wadensten inquired whether these initiatives needed support from companies like Atrion to foster the education continuum or is there a focus on identifying companies that are seeking tech talent. The Governor noted that both are integral to the process. 5. TO CONSIDER FOR APPROVAL FUNDING IN RELATION TO THE P-TECH PROGRAM. Mr. Wadensten recused himself from participation in this Agenda item. Mr. Dan Sutton gave a brief overview of the request before the Board. He discussed the progress to date in the program, noting, among other things, that two of the three school districts had hired P-Tech directors and the third is far along in that process; all the districts are actively recruiting students; and that each program had tentatively determined the field for its associate s degree. He explained that CCRI will have additional administrative services and the need for a P- Tech liaison as the programs ramp up, and the high school programs will have additional administrative obligations in relation to training that may require the engagement of some consultants to aid those programs. Mr. Hebert asked if the P-Tech liaison for CCRI is the same as was discussed previously where it was anticipated that industry partners would be asked for monetary support. Mr. Sutton explained that the CCRI role was not the same as the industry liaison but rather as an internal manager for the CCRI component of the program. He explained that the industry partner liaison would fulfill a role of building relationships with industry partners and developing internships. Mr. McNally asked that the vote reflect a cap of $100,000 to which other Board members noted their assent. 3

7 Upon motion duly made by Mr. Hebert and seconded by Ms. Lovejoy, the following vote was adopted: VOTED: To approve funding for the P-Tech program pursuant to the Resolution submitted to the Board subject to a $100,000 cap. Voting in favor of the foregoing were: Bernard V. Buonanno III, Tim Hebert, Mary Lovejoy, Michael F. McNally, George Nee and Vanessa Toledo-Vickers. Voting against the foregoing were: None. A copy of the Resolution is attached hereto as Exhibit B. 6. TO CONSIDER FOR APPROVAL VENDORS IN RELATION TO THE INNOVATION CENTER FOR DESIGN AND MANUFACTURING (DEPARTMENT OF DEFENSE GRANT AWARD) Ms. Lovejoy recused herself from participation in this Agenda item. Mr. Early gave some background on phase 1 of the Department of Defense ( DOD ) grant and a brief overview of this phase 2 grant from the DOD. He explained that the goal is to achieve a four phase process that results in the creation of a physical center. Mr. Early discussed the details of phase 2, which will include the design and planning of the center and performing design readiness assessments for fifty-three manufacturers. In addition, with the assistance of RISD and Bryant, the grant will also result in the creation of a curriculum to help manufacturers innovate. He noted that the funding is from DOD in the amount of approximately $2.9 million with an in-kind match from the Corporation of about $400,000. Mr. Wadensten asked if there was sufficient staffing to support the in-kind match and Mr. Early indicated in the affirmative and explained that Mr. Riendeau and another staff member would support the effort. Mr. Buonanno asked for some detail on the design readiness assessment. Mr. Riendeau explained the component members that comprise the team that performs the readiness assessment and how they work with each company. Mr. Early explained that this effectively direct consulting support to the companies. Mr. Nee asked if there is any payment by the companies participating and Mr. Early indicated that some consideration has been given to this issue and there may be some nominal request for contribution from participating companies. 4

8 Ms. Toledo-Vickers asked when would be the best time to hear back on progress of the program and Mr. Early explained that six months would be best as it is a two-year level of effort. Upon motion duly made by Ms. Toledo-Vickers and seconded by Mr. Buonanno, the following vote was adopted: VOTED: To approve the selection of vendors in relation to the Innovation Center for Design and Manufacturing (Department of Defense Grant Award) pursuant to the Resolution submitted to the Board. Voting in favor of the foregoing were: Bernard V. Buonanno III, Tim Hebert, Michael F. McNally, George Nee, Vanessa Toledo-Vickers and Karl Wadensten. Voting against the foregoing were: None. A copy of the Resolution is attached hereto as Exhibit C. 7. TO CONSIDER FOR APPROVAL AWARDS UNDER THE INNOVATION NETWORK MATCHING GRANT PROGRAM. Ms. Lovejoy recused herself from participation in this Agenda item. Mr. Jennings discussed the purpose of the program. He then gave details of each of the proposed awards under the program. Mr. Hebert asked about how much was appropriated and Mr. Jennings noted that $500,000 had been funded but not all of it yet committed. Mr. Nee asked if there was any risk of losing the funding and Mr. Early indicated that he expected the remainder of the funding to be committed prior to the end of the fiscal year. Upon motion duly made by Mr. Hebert and seconded by Mr. Buonanno, the following vote was adopted: VOTED: To approve awards under the Innovation Network Matching Grant program pursuant to the Resolution submitted to the Board. Voting in favor of the foregoing were: Bernard V. Buonanno III, Tim Hebert, Michael F. McNally, George Nee, Vanessa Toledo-Vickers and Karl Wadensten. Voting against the foregoing were: None. A copy of the Resolution is attached hereto as Exhibit D. 8. TO CONSIDER FOR APPROVAL AWARDS UNDER THE MAINSTREET RI STREETSCAPE IMPROVEMENT PROGRAM. 5

9 Ms. Rebecca Webber explained that there were eighteen applications and the Corporation was recommending seven applicants to the Board. She gave a brief overview of the program goals and requirements. Ms. Webber discussed each of the projects in detail and the level of support from the Corporation for each applicant. Ms. Toledo-Vickers inquired if Hope Communities were being benefitted and Secretary Pryor indicated that was the case. Secretary Pryor noted that the purpose of the program is to have business districts that are friendly and inviting. He explained that these projects before the Board fulfill the goal of the program. Upon motion duly made by Mr. Buonanno and seconded by Ms. Toledo-Vickers, the following vote was adopted: VOTED: To approve awards under the Mainstreet RI Streetscape Improvement program pursuant to the Resolution submitted to the Board. Voting in favor of the foregoing were: Bernard V. Buonanno III, Tim Hebert, Mary Lovejoy, Michael F. McNally, George Nee, Vanessa Toledo-Vickers and Karl Wadensten. Voting against the foregoing were: None. A copy of the Resolution is attached hereto as Exhibit E. 9. TO CONSIDER FOR APPROVAL APPOINTMENTS TO THE WAVEMAKER FELLOWSHIP COMMITTEE. Ms. Webber gave a brief overview of the program and the requirement for a Fellowship Committee. She detailed the recommendation to the Board for appointments to the committee and the request for authorization granting the President & COO of the Corporation the authority to appoint two staff members to the committee as well. Upon motion duly made by Mr. Buonanno and seconded by Ms. Lovejoy, the following vote was adopted: VOTED: To establish and approve appointments to the Wavemaker Fellowship Committee pursuant to the Resolution submitted to the Board. Voting in favor of the foregoing were: Bernard V. Buonanno III, Tim Hebert, Mary Lovejoy, Michael F. McNally, George Nee, Vanessa Toledo-Vickers and Karl Wadensten. 6

10 Voting against the foregoing were: None. A copy of the Resolution is attached hereto as Exhibit F. 10. TO CONSIDER FOR APPROVAL AMENDED BYLAWS FOR THE CORPORATION. Mr. Licht gave a brief overview of the bylaws and noted the only change to the draft considered at February s meeting of the board was to accommodate notice and communication by any electronic means. Upon motion duly made by Ms. Toledo-Vickers and seconded by Mr. Hebert, the following vote was adopted: VOTED: Board. To approve the amended bylaws for the Corporation as submitted to the Voting in favor of the foregoing were: Bernard V. Buonanno III, Tim Hebert, Mary Lovejoy, Michael F. McNally, George Nee, Vanessa Toledo-Vickers and Karl Wadensten. Voting against the foregoing were: None. A copy of the amended bylaws are attached hereto as Exhibit G. 11. TO CONSIDER THE APPLICATION OF WINNDEVELOPMENT AND OMNI DEVELOPMENT FOR TAX CREDITS UNDER THE REBUILD RHODE ISLAND TAX CREDIT PROGRAM. Mr. Early indicated that the three tax credit transactions were considered by the Investment Committee and that committee recommended approval by the Board. He discussed the application of Winn Development and Omni Development with respect to an affordable housing project at Prospect Heights in Pawtucket. The project cost is approximately $12.2 million which will result in the rehabilitation of 120 units of affordable housing. Mr. Early discussed the sponsors and their experience in the affordable housing market. He identified the amount of the tax credit as being approximately $3.7 million. 12. TO CONSIDER THE APPLICATION OF PROVIDENCE CAPITAL III FOR TAX CREDITS UNDER THE REBUILD RHODE ISLAND TAX CREDIT PROGRAM. 7

11 Mr. Early discussed the application of Providence Capital III with respect to the redevelopment of a mixed-use project in the Union Trust building on Dorrance Street in Providence. He noted that the total project cost is expected to be $15.2 million, which will result in sixty-one residential units with office space and restaurant space. Mr. Early discussed the sponsor s experience in redeveloping properties in downtown Providence. Mr. Early indicated that the requested tax credit is in the estimated amount of $3 million. 13. TO CONSIDER THE APPLICATION OF 78 FOUNTAIN JV OWNER, LLC FOR TAX CREDITS UNDER THE REBUILD RHODE ISLAND TAX CREDIT PROGRAM. Mr. Early indicated that the Fountain Street project consisted of a ground up mixed-use development with 145 units and about 18,000 square feet of ground floor commercial space. He noted that Cornish Associates and Nordblum are the sponsors and have significant experience in this type of development and the requested tax credit is in the amount of approximately $6.1 million with project costs of $48.4 million. Ms. Lovejoy asked about the mix of projects and the total of residential units approved by the Corporation, plus the three projects under consideration. Mr. Early stated that the Corporation will have committed about $25 million for projects totaling over $200 million. He explained that in all the projects would result in over 400 units of residential housing including the three projects under consideration by the Board. Mr. Early explained that the marketplace is in need of residential capacity and this is the first phase of the development cycle for Providence. He noted this is consistent with the finding of HR&A. Secretary Pryor noted that there is a reserve of funds in the program dedicated to nonresidential projects. He explained that there are commercial projects in the pipeline that are being reviewed by the investment team. The Governor echoed Secretary Pryor s comments and noted the importance of commercial development. Mr. Nee asked if there would be any impact on the rents at Prospect Heights and Mr. Early indicated there would not be an impact as the rents are federally controlled. Mr. Buonanno explained that the Investment Committee is looking at a program with limited resources and it is important that there is a return to the Corporation if any project is more successful than anticipated. He noted that there may be push back from the developer 8

12 community as this is a novel approach but it is important to capture an upside, which can provide a benefit to others down the road. Mr. McNally indicated that residential would be expected early in the market as it has less risk than say spec office space. Ms. Lovejoy asked if any of the developers in the room have any input on the process to date. Mr. Buff Chace indicated that it has been a collaborative process and the program is somewhat distinct from the historic tax credit program used by the state in the past. Secretary Pryor noted that the historic tax credit program would not have been able to support the Fountain Street project as it is a ground up development. Mr. Chace agreed that it was a positive program that allows for ground up development and can help fill in vacant lots in the downtown of Providence. Upon motion duly made by Mr. Hebert and seconded by Ms. Toledo-Vickers the following vote was adopted: VOTED: To approve WinnDevelopment and Omni Development, Providence Capital III, and 78 Fountain JV Owner, LLC for tax credits under the Rebuild Rhode Island Tax Credit program pursuant to the Resolutions submitted to the Board. Voting in favor of the foregoing were: Bernard V. Buonanno III, Tim Hebert, Mary Lovejoy, Michael F. McNally, George Nee, Vanessa Toledo-Vickers and Karl Wadensten. Voting against the foregoing were: None. Copies of the Resolutions are attached hereto as Exhibit H. 14. TO CONSIDER LITIGATION ISSUES IN RELATION TO 38 STUDIOS. Upon motion duly made by Mr. Nee and seconded by Ms. Toledo-Vickers, the following vote was adopted: VOTED: Pursuant to Rhode Island General Laws Section (a)(2), the Board shall enter into executive session to consider litigation issues in relation to 38 Studios. Voting in favor of the foregoing were: Bernard V. Buonanno III, Tim Hebert, Mary Lovejoy, Michael F. McNally, George Nee, Vanessa Toledo-Vickers and Karl Wadensten. Voting against the foregoing were: None. The Board of Directors, staff and counsel entered into the executive session at 6:57 p.m. 9

13 The public session reconvened at 7:25 p.m. Upon motion duly made by Ms. Toledo-Vickers and seconded by Mr. Hebert, the following vote was adopted: VOTED: That the minutes of the Executive Session shall be sealed. Voting in favor of the foregoing were: Bernard V. Buonanno III, Tim Hebert, Mary Lovejoy, Michael F. McNally, George Nee, Vanessa Toledo-Vickers and Karl Wadensten.. Voting against the foregoing were: None. Vote to adjourn. There being no further business in Public Session, the meeting was adjourned by unanimous consent at 7:26 p.m. upon motion made by Mr. Nee and seconded by Ms. Lovejoy. 10

14 EXHIBIT A MEETING MINUTES MARCH 28, 2016

15 RHODE ISLAND COMMERCE CORPORATION PUBLIC NOTICE OF MEETING A meeting of the Rhode Island Commerce Corporation Board of Directors will be held at the offices of the Rhode Island Commerce Corporation, 315 Iron Horse Way, Suite 101, Providence, Rhode Island, on Monday, March 28, 2016, beginning at 5:00 p.m. for the following purposes: PUBLIC SESSION 1. To consider for approval Public and Executive Session minutes for the meeting held February 22, To receive a marketing/branding update. 3. To discuss tech talent initiatives. 4. To consider for approval funding in relation to the P-Tech program. 5. To consider for approval vendors in relation to the Innovation Center for Design and Manufacturing (Department of Defense Grant Award). 6. To consider for approval awards under the Innovation Network Matching Grant program (See Exhibit A, which follows, for additional detail). 7. To consider for approval awards under the Mainstreet RI Streetscape Improvement program (See Exhibit A, which follows, for additional detail). 8. To consider for approval appointments to the Wavemaker Fellowship Committee. 9. To consider for approval amended bylaws for the Corporation. 10. To consider the application of WinnDevelopment and Omni Development for tax credits under the Rebuild Rhode Island Tax Credit program (See Exhibit A, which follows, for additional detail).* 11. To consider the application of Providence Capital III for tax credits under the Rebuild Rhode Island Tax Credit program (See Exhibit A, which follows, for additional detail).* 12. To consider the application of 78 Fountain JV Owner, LLC for tax credits under the Rebuild Rhode Island Tax Credit program (See Exhibit A, which follows, for additional detail).*

16 13. To consider litigation issues in relation to the 38 Studios**. * Board members may convene in Executive Session pursuant to R.I. Gen. Laws (a)(7) to discuss this Agenda item. **Board members may convene in Executive Session pursuant to R.I. Gen. Laws (a)(2) to discuss this Agenda item. This notice shall be posted at the Office of the Rhode Island Commerce Corporation, at the State House, and by electronic filing with the Secretary of State s Office. Shechtman Halperin Savage, 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 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: March 26, 2016

17 EXHIBIT A Agenda Item 6 The following applicants shall be considered for awards under the Innovation Network Matching Grant program: Agenda Item 7 a. MassChallenge, Inc. $100,000 The world s largest business accelerator and competition program awarding over $1 million annually in prizes to small businesses plans to locate an operation in Providence. Funding will support a bootcamp accelerator program for RI entrepreneurs; a RI-Boston bridge-builder event; an innovation entrepreneurial ecosystem analysis; and an innovation roundtable summit. b. Social Enterprise Greenhouse $115,000 The applicant is an incubator and accelerator program that cultivates social enterprises, which is located in Providence. Funding will be used for the continuation of SEG University programming and space expansion to accommodate an increase in venture support portfolio to include health & wellness and food ventures c. Hope & Main $107,998 Rhode Island s first food incubator and accelerator cultivating food-related ventures by offering affordable kitchen space and industry-specific technical assistance, which is located in Warren. Funding will be used to support the build out of a production kitchen that will accommodate new food ventures. d. Practico Innovation $50,000 Incubator and accelerator program targeting technology entrepreneurs in communities of color. Funding will support the identification and cultivation of 4-5 new technology ventures; increased outreach and mentoring services; and hosting an annual pitch competition. The following applicants shall be considered for awards under the Mainstreet RI Streetscape Improvement program: a. Bristol $80,000 Project: Wayfinding signage to direct visitors along Routes 114 and 136 to the downtown commercial district and available public parking.

18 b. Central Falls $300,000 Project: Façade improvements along Dexter Street, a public art installation to conceal overhead wires, and the provision of free public Wi-Fi within the commercial district. c. East Greenwich $32,400 Project: Main Street sidewalk repair and street tree improvements to support accessibility and sustainability of infrastructure in the town s historic commercial district. d. One Neighborhood Builders $196,000 Project: Structural upgrades to bus stops to improve shelter infrastructure and increase the safety and accessibility for pedestrian traffic in Olneyville Square. e. Pawtucket $245,000 Project: Replace derelict storefronts on the ground level of the city s main municipal parking garage with landscaping, install wayfinding station outside of the garage, and implement a two-way traffic pattern on Main Street. f. The Providence Foundation $76,000 Project: Wayfinding signage around downtown Providence to direct foot and vehicle traffic to downtown commercial destinations, transit centers, and landmarks. g. Woonsocket $70,000 Agenda Item 10 Project: Landscaping installations and the creation of drop-off areas and handicap accessibility to slow traffic, as well as curbing upgrades, in the city s Arts District. The applicant seeks incentives under the Rebuild Rhode Island Tax Credit program for a residential development project consisting of 101 units, located in Pawtucket at 560 Prospect Street,. The total development cost for the project is estimated at approximately $12.2 million, and the total requested incentives are tax credits of up to a maximum of $3,657,600, to be received in installments upon completion of the project, and sales and use tax exemption for eligible construction and build out costs. The actual credit amount to be paid will be reduced by one dollar for each dollar in sales and use tax exemption received. The development sponsor for the application is WinnDevelopment and Omni Development, which both have significant experience owning and managing affordable housing real estate assets.

19 The request was considered by the Investment Committee of the Corporation on March 24, 2016 and the Committee recommended that the Board approve the request. Agenda Item 11 The applicant seeks incentives under the Rebuild Rhode Island Tax Credit program for a mixeduse development project consisting of residential and commercial space, located in Providence at 170 Westminster Street. The total development cost for the project is estimated at approximately $15.2 million, and the total requested incentives are tax credits of up to a maximum of $3,036,032, to be received in installments upon completion of the project, and sales and use tax exemption for eligible construction and build out costs. The actual credit amount to be paid will be reduced by one dollar for each dollar in sales and use tax exemption received. The development sponsor for the application is Providence Capital III, LLC a company owned by Vincent Geoffrey. The request was considered by the Investment Committee of the Corporation on March 24, 2016 and the Committee recommended that the Board approve the request. Agenda Item 12 The applicant seeks incentives under the Rebuild Rhode Island Tax Credit program for a mixeduse development project consisting of residential and commercial space, located in Providence at 78 Fountain Street. The total development cost for the project is estimated at approximately $48.4 million, and the total requested tax credits are up to a maximum of $6,115,119, to be received in installments upon completion of the project, and a sales and use tax exemption for eligible construction and build out costs. The development sponsor on the application is 78 Fountain JV Owner, LLC a company owned by Nordblom Development Company and Cornish Associates, both well established and experienced real estate development firms. The request was considered by the Investment Committee of the Corporation on March 24, 2016 and the Committee recommended that the Board approve the request.

20 EXHIBIT B MEETING MINUTES MARCH 28, 2016

21 RESOLUTION OF THE BOARD OF DIRECTORS OF THE RHODE ISLAND COMMERCE CORPORATION March 28, 2016 (With Respect to the P-Tech Programs) WHEREAS, the Board of Directors (the Board ) of the Rhode Island Commerce Corporation (the Corporation ) previously authorized grants to the Newport, Providence, and Westerly public school districts to develop a Pathways in Technology Early College High School program (P-Tech Program) and has received information and a presentation regarding the further development of the P-TECH initiative; WHEREAS, the Board has determined that the successful development of the P-TECH Program will require ongoing collaborative efforts including, but not limited to: development of a work place learning curriculum; professional development for dedicated P-TECH teachers on instructional techniques to ensure that students are brought up to grade level in math and English; professional development for the P-TECH teachers, directors and others on problembased learning; professional development on successful implementation of the mentoring program and other industry related elements of the P-TECH program; and joint development of the scope and sequences for each program; WHEREAS, the Board has determined that the successful development of the P-TECH programs will require the ongoing coordination of educators, administrators, and other personnel involved in the development of the programs and the Corporation intends to support this coordination; WHEREAS, the Board has determined that the Community College of Rhode Island (CCRI) will need to make immediate investments that are in excess of its existing budget including the need to i) designate a faculty liaison to coordinate program and curriculum development; and ii) provide student services to P-TECH students beginning in fall 2016; and WHEREAS, the Board has determined that it is economically beneficial to expend funds allocated to support high school, college, and employer partnerships as permitted under RIGL et. seq. (the High School, College, and Employer Partnership Act ), for the purpose of furthering the development of the P-TECH programs through professional development, curriculum development, statewide program development, and support for CCRI s P-TECH liaison and P-TECH related administrative costs. NOW, THEREFORE, be it resolved by the Corporation, acting through its Board of Directors, as follows:

22 Section 1: The Corporation authorizes the obligation of funds appropriated in relation to the High School, College, and Employer Partnership Act in an amount not to exceed $100,000 to develop and administer the P-Tech Program for such purposes as are reasonably necessary to implement this Program including, but not limited to, expenditures for the following purposes: a. Professional Development; b. Curriculum Development; c. Statewide Program Development; and d. Support for a CCRI P-TECH Liaison and P-TECH related administrative costs. Section 2: 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 Chief Financial Officer (the Authorized Officers ). Any one of the Authorized Officers of the Corporation, acting singly, is hereby authorized to take any and all actions necessary to accomplish the intent of this Resolution including the expenditure and/or grant of funds appropriated for the purposes set forth herein and 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. Section 3: 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 transactions authorized herein. Section 4: 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. Section 5: This Resolution shall take effect immediately upon passage by the Board.

23 EXHIBIT C MEETING MINUTES MARCH 28, 2016

24 RESOLUTION OF THE BOARD OF DIRECTORS OF THE RHODE ISLAND COMMERCE CORPORATION March 28, 2016 (With Respect to the Innovation Center for Design and Manufacturing: Defense Industry Diversification Initiative - Phase II) WHEREAS, the Board of Directors has received information and a presentation regarding the retention of vendors to provide services in relation to the Innovation Center for Design and Manufacturing: Defense Industry Diversification Initiative (Phase II) WHEREAS, the Rhode Island Commerce Corporation conducted an open and public process to solicit requests for proposals in order to select the most qualified vendors; WHEREAS, the staff of the Corporation reviewed and scored the proposal received from vendors and made a recommendation to the Board of Directors and after consideration the Board is hereby adopting said recommendation. NOW, THEREFORE, be it resolved by the Corporation as follows: Section 1: Any one of the Chairman, Vice Chairman, Secretary of Commerce and/or President & COO, acting individually, shall have the authority to negotiate and execute any and all documents necessary to retain vendors for the amounts and purposes as set forth in Exhibit 1 annexed hereto, and upon such terms and conditions as such officer determines, in his/her sole discretion, is in the best interests of the Corporation. Section 2: This Resolution shall take effect immediately upon passage by the Corporation s Board of Directors.

25 EXHIBIT 1 Polaris MEP and Partners: Task 1 (Innovation Center for Design & Manufacturing (ICDM)) budget of $200,000 Task 2 (Design Readiness Assessments (DRAs) Level 1 & 2) budget of $1,150,000 Task 4 (Program Management, Development Support and Communications) budget of $556,000 for a total program budget of $1,906,000. Design Catalysts LLC: To perform Task 2.3 DRA Level 3, with a budget of $336,800 RI School of Design (RISD) : To perform Task 3 Development of a Design and Manufacturing Certificate Program for Defense-Related Manufacturers with a total budget of $448,527 which includes Exploration, Certification Program and Dissemination. Bryant University s Executive Development Center (EDC): To perform Task 3.2 To establish a Design Thinking Certificate Program for manufacturers, with a budget of $49,400.

26 EXHIBIT D MEETING MINUTES MARCH 28, 2016

27 RHODE ISLAND COMMERCE CORPORATION RESOLUTION AUTHORIZING THE ISSUANCE OF INNOVATION NETWORK MATCHING GRANTS UNDER THE INNOVATION INITIATIVE ACT March 28, 2016 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 of Title 44 of the General Laws of Rhode Island (the Innovation Act ), as amended, authorizes the Corporation to award Innovation Network Matching Grants ( Grants ) as set forth in 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 the applicants identified on Exhibit 1 (the Recipients ) for award of the Grants; and WHEREAS: The Board of Directors of the Corporation (the Board ) received a presentation detailing the Grants proposed to be granted to the Applicants together with a recommendation from the staff of the Corporation to approve the award of Grants 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 Grants to the Recipients in the amounts identified in Exhibit 1 and determines that the awards are granted in compliance with the Grant Application Review and Evaluation Principles adopted by the Corporation. 2. The authorization provided herein is subject to the following conditions: a. The execution of a Grant Agreement between the Corporation and each Recipient 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; b. Verification by the Corporation of compliance with the Eligibility Requirements of Rule 6 of the Rules prior to issuance of a Grant; and

28 c. Such additional conditions as any of the Authorized Officers (defined below), acting singly, shall deem appropriate in the sole discretion of such Officer. 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 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 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. 4. 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. 5. 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. 6. 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.

29 EXHIBIT 1 Recipient Amount e. Social Enterprise Greenhouse $115,000 f. MassChallenge, Inc. $100,000 g. Hope & Main $108,000 h. Practico Innovation $50,000

30 EXHIBIT E MEETING MINUTES MARCH 28, 2016

31 RHODE ISLAND COMMERCE CORPORATION RESOLUTION AUTHORIZING THE ISSUANCE OF GRANTS UNDER THE MAIN STREET RHODE ISLAND STREETSCAPE IMPROVEMENT FUND ACT March 28, 2016 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 of Title 44 of the General Laws of Rhode Island (the Streetscape Improvement Act ), as amended, authorizes the Corporation to issue awards ( Awards ) as set forth in the Rules (defined below); and WHEREAS: The Corporation promulgated rules and regulations (the Rules ) governing the program established by the Streetscape Improvement 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 the applicants identified on Exhibit 1 (the Recipients ) for Awards; and WHEREAS: The Board of Directors of the Corporation (the Board ) received a presentation detailing the Awards proposed to be granted to the Applicants together with a recommendation from the staff of the Corporation to approve the Awards to the Recipients in accordance with the Streetscape Improvement 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 Streetscape Improvement Act, the Corporation approves the Awards to the Recipients in the amounts identified in Exhibit 1 and determines that the Awards are granted in compliance with the Grant Application Review and Evaluation Principles adopted by the Corporation. 2. The authorization provided herein is subject to the following conditions: a. The execution of an Agreement between the Corporation and each Recipient meeting the requirements of the Streetscape Improvement 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;

32 b. Verification by the Corporation of compliance with the Eligibility Requirements of Rule 6 of the Rules prior to issuance of an Award; and c. Such additional conditions as any of the Authorized Officers (defined below), acting singly, shall deem appropriate in the sole discretion of such Officer. 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 or the Chief Financial Officer (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. 4. 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. 5. 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. 6. 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.

33 EXHIBIT 1 Recipient Amount h. Bristol $80,000 i. Central Falls $300,000 j. East Greenwich $32,400 k. One Neighborhood Builders $196,000 l. Pawtucket $245,000 m. The Providence Foundation $76,000 n. Woonsocket $70,000

34 EXHIBIT F MEETING MINUTES MARCH 28, 2016

35 RESOLUTION OF THE BOARD OF DIRECTORS OF THE RHODE ISLAND COMMERCE CORPORATION March 28, 2016 (With Respect to the Wavemaker Program) WHEREAS, the Board of Directors (the Board ) of the Rhode Island Commerce Corporation (the Corporation ) previously promulgated rules (the Rules ) in relation to the Wavemaker Program established under RIGL et. seq. (the Wavemaker Act ); WHEREAS, the Rules require the establishment of a Wavemaker Fellowship Committee to review and consider awards to applicants for the Wavemaker Program; and WHEREAS, the Board has received a recommendations from the staff of the Corporation relative to the establishment of the Wavemaker Fellowship Committee. NOW, THEREFORE, be it resolved by the Corporation, acting through its Board of Directors, as follows: Section 1: The Corporation hereby establishes the Wavemaker Fellowship Committee as provided in the Rules, which shall not be deemed a committee of the Board within the meaning of RIGL (i) or the Corporation s Bylaws. Section 2: The Wavemaker Fellowship Committee shall be comprised of five members, two of whom shall be employees of the Corporation, and each shall serve for a term of one year from appointment and thereafter until a successor is appointed. Members may be reappointed in the same manner as their original appointment. Section 3: A member shall serve on the Wavemaker Fellowship Committee until the earlier of the appointment of his or her successor, resignation, death or incapacity. In the event of a vacancy occurring in the office of a member by death, resignation or incapacity, that vacancy shall be filled by an appointment made by either the Chief Executive Officer or the President and COO of the Corporation. Section 4: The Board hereby appoints the individuals identified on Exhibit 1 hereto as members of the Wavemaker Fellowship Committee and hereby authorizes the Chief Executive Officer or the President & COO to appoint the two Corporation staff members to said Committee to serve at the pleasure of said Officers. Section 5: At the first meeting of the Wavemaker Fellowship Committee, the members thereof shall vote to elect a Chair. The Chair shall designate another member as Vice Chair of said Committee, who shall serve at the pleasure of the Chair. Annually

36 thereafter, the Wavemaker Fellowship Committee shall vote to select a Chair. The Chair shall preside at the meetings of the Committee and in the absence of the Chair, the Vice Chair shall preside. In the event that both the Chair and the Vice Chair are unable to attend a meeting, the Chair shall designate a member as the presiding officer for such meeting. Section 6: A majority of the members serving on the Wavemaker Fellowship Committee shall constitute a quorum. Any action to be taken by the Wavemaker Fellowship Committee under the provisions of the Wavemaker Act, the Rules or this Resolution may be authorized by resolution approved by a majority of the directors present and entitled to vote at a meeting. A vacancy in the membership of Wavemaker Fellowship Committee shall not impair the right of a quorum to exercise all of the rights and perform all of the duties of said Committee. The members of the Wavemaker Fellowship Committee shall have the authority to determine the manner and procedures by which said Committee shall operate consistent with Wavemaker Act, the Rules, this Resolution and other applicable law or regulation. Section 7: Nothing in this Resolution shall be construed as limiting in any way the Board s power i) to alter or amend the duties, powers and makeup of the Wavemaker Fellowship Committee; or ii) to dissolve the Wavemaker Fellowship Committee at any time. The Board further retains the right to remove or replace a member of the Wavemaker Fellowship Committee at any time in its sole discretion. Section 8: This Resolution shall take effect immediately upon passage by the Board.

37 EXHIBIT 1 John Gregory, President and CEO, Northern Rhode Island Chamber of Commerce Janet Raymond, Senior Vice President of Economic Development and Operations, Greater Providence Chamber of Commerce Olivia Byron, Business Workforce Center Coordinator, Department of Labor and Training Coordinator

38 EXHIBIT G MEETING MINUTES MARCH 28, 2016

39 RHODE ISLAND COMMERCE CORPORATION BY-LAWS ARTICLE I NAME, PURPOSE, OFFICES AND SEAL 1.1 Name. The name of this corporation shall be the Rhode Island Commerce Corporation ( Corporation ). 1.2 Purpose. The purpose for which the Corporation is organized is to undertake its duties and responsibilities as vested in the Corporation under the General Laws of the State of Rhode Island (the General Laws ), including but not limited to Chapter 64 of Title 42 of the General Laws known as the Rhode Island Commerce Corporation Act (the Act ), and to conduct any other lawfully authorized business or activities. 1.3 Registered Office. The registered office of the Corporation shall be in Providence, Rhode Island, or in such other place in the State of Rhode Island as may be designated from time to time by the Board (hereafter defined) of the Corporation. 1.4 Other Offices. The Corporation may also have offices at such other places both within and without the State of Rhode Island as the Board may from time to time determine or the business of the Corporation may require. 1.5 Corporate Seal. The corporate seal shall be in the form of a circle with the name of the corporation and the words Incorporated Rhode Island with the year of its incorporation inserted therein. ARTICLE II BOARD OF DIRECTORS 2.1 Number. The property, business and affairs of the Corporation shall be managed by a board of directors (the Board or the Board of Directors ), composed of thirteen (13) members (the "directors"). 2.2 Appointment of Directors. The Chairperson of the Board shall be designated as provided by the Act. The remaining directors shall be chosen by the Governor in accordance with the Act. 2.3 Tenure. Each director shall hold office for the term for which the director is appointed and until the director's successor shall have been appointed and qualified, or until the director's earlier death, resignation or removal. 2.4 Resignations. Any director may resign the director's office at any time, such resignation to be made in writing to the Chairperson and to take effect from the time of its receipt by the

40 Corporation, unless some other later time be fixed in the resignation, and then from that time. The acceptance of a resignation shall not be required to make it effective. 2.5 Vacancies. Any vacancy occurring in the Board of Directors shall be filled by the appointment of a director for the unexpired portion of the term of office of the director whose vacancy is to be filled, such appointment to be made in the manner in which the director whose vacancy is to be filled was appointed or as otherwise provided in the Act. 2.6 Compensation. The directors shall receive no compensation for the performance of their duties, but each director may be reimbursed for his or her reasonable expenses incurred in carrying out those duties. A director may engage in private employment, or in a profession or business. 2.7 Powers. The business of the Corporation shall be managed by the directors who shall have and may exercise all the powers of the Corporation. 2.8 Regular and Special Meetings. The regular and special meetings of the directors for the transaction of business as may come before the directors shall be held at such place or places, within the State of Rhode Island, as may be determined by the directors. 2.9 Annual Meeting. An annual meeting of the directors shall be held during the month of September of each year Time of Meetings. Regular meetings of the Board of Directors shall be held at least once in each fiscal quarter at the call of the Chairperson, Vice Chairperson or Secretary of the Corporation. Special meetings may be called for any purpose or purposes by the Chairperson, Vice Chairperson or Secretary, however, such meetings shall be called by the Chairperson, Vice Chairperson or Secretary upon the written request of at least two (2) members of the Board of Directors at a time not later than fourteen (14) days after the receipt by the Chairperson, Vice Chairperson or Secretary of such request. Any such request for a special meeting shall state the purpose or purposes of the proposed special meeting Notice of Meetings. Written notice of each meeting, whether regular or special, stating the place, day and hour of the meeting, together with a copy of the agenda for such meeting, or in the absence of such agenda a written statement of the purpose or purposes of the meeting, shall be given by or at the direction of the Chairperson, Vice Chairperson or Secretary, to each member of the Board of Directors by electronic mail or other electronic means, hand delivery, overnight delivery service, or by depositing the same in the United States mail, postage prepaid, not later than the fifth day prior to the date of such meeting. If the Chairperson or Vice-Chairperson shall determine that the holding of a meeting is of an emergency nature, such notice may be given by electronic mail or other electronic means, hand delivery or overnight delivery service sent to each member. Notice of all meetings will be posted in accordance with the requirements of the General Laws Quorum. A majority of the number of directors then holding office shall constitute a quorum for the transaction of business. If a quorum is not present, the members of the Board

41 then present shall have the power to adjourn the meeting from time to time, without notice other than an announcement at the meeting, until a quorum is present. At any such adjourned meeting at which a quorum is present, any business may be transacted which might have been transacted at the meeting as originally called. If the adjournment is for more than ten (10) days, a notice of the adjourned meeting shall be given to each member of the Board of Directors. The act of the majority of directors present at a meeting at which a quorum is present shall be the act of the Board of Directors, unless the act of a greater number is required by the Act or these bylaws Agendas. Except as hereinafter specifically provided, the agenda for each meeting of the Board shall be prepared by the Secretary and approved by the Chairperson or his or her designee. The Secretary shall include in any such agenda any matter which the Board of Directors has previously voted to include thereon. With the consent of a majority of the members of the Board of Directors, a matter not on the agenda may be considered at any regular or special meeting of the Board of Directors. ARTICLE Ill COMMITTEES 3.1 Committees. The directors may designate one or more committees, consisting of one or more directors of the corporation or such other persons as permitted by the Board of Directors, provided that the membership of each committee shall be comprised of more directors than nondirectors. Such committees shall include an audit committee and may include, but need not include and need not be limited to, an investment committee and access to capital committee. The Board may prescribe for any committee such power and authority as may properly be granted to such committees in the management of the business and affairs of the Corporation. 3.2 Selection; Vacancies. The members of each committee shall be selected by and serve at the pleasure of the Chairperson of the Board of Directors. The Chairperson shall also designate a chair for each committee from among the directors serving on such committee. 3.3 Procedure. Except to the extent otherwise provided in the Act, these bylaws or resolution, each committee may fix its own rules and procedures. 3.4 Quorum. At all meetings of any committee, a majority of the members of the committee shall constitute a quorum. The vote of a majority of the members present at a meeting of a committee at which is a quorum is present shall be the act of the committee. ARTICLE IV NOTICES 4.1 Delivery. Whenever, under the provisions of the Act, the General Laws or of these by-laws, notice is required to be given to any director, such notice shall be written and shall be delivered either by electronic mail or other electronic means, by overnight delivery service or by mail. If

42 mailed, such notice shall be deemed to be delivered when deposited in the United States mail addressed to the director at the director s last known address with postage thereon prepaid. 4.2 Waiver. Whenever any notice to a director is required to be given under the provisions of the Act, the General Laws or these bylaws, a waiver thereof in writing, signed by the person or persons entitled to said notice, whether before or after the time stated therein, shall be deemed equivalent thereto. Attendance of a director at a meeting shall constitute a waiver of notice of such meeting except when the director attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened. ARTICLE V OFFICERS 5.1 Principal Officers. The officers of the Corporation shall include a Chairperson, a Vice Chairperson, a Treasurer, and a Secretary (the Principal Officers ). 5.2 Duties of Chairperson. The Chairperson shall supervise and conduct the business and affairs of the Board of Directors, and shall preside at all meetings of the Board of Directors. The Chairperson shall exercise the powers and perform the duties set forth in these bylaws and such other duties as usually devolve upon the presiding officer of a deliberative body. The Chairperson shall designate a Vice Chairperson to serve at the pleasure of the Chairperson. The Chairperson shall also have the authority to designate another director to serve as the presiding officer and chair at any Board meeting at which the Chairperson and Vice Chairperson are unable to attend. 5.3 Duties of Vice Chairperson. In the absence of the Chairperson, the Vice Chairperson shall perform the duties of the Chairperson. The Vice Chairperson shall perform such further duties from time to time assigned to him or her by the Chairperson. 5.4 Duties of the Treasurer. The Treasurer shall be responsible for ensuring that the Board of Directors receives appropriate reporting on the financial affairs of the Corporation in order that the Board may conduct appropriate and sound financial oversight of the Corporation. 5.5 Duties of Secretary. The Secretary shall attend the meetings of the Board of Directors and record all the proceedings of the meetings of the Board of Directors. The Secretary shall give, or cause to be given, notice of all meetings of the Board of Directors and shall perform such other duties as may be prescribed by the directors. The Secretary shall have custody of the corporate seal of the Corporation and the Secretary shall have authority to affix the same to any instrument requiring it and when so affixed, it may be attested by the Secretary's signature. The directors may give general authority to any other officer to affix the seal of the Corporation and to attest the affixing by such officer s signature. 5.6 Other Officers. The Corporation shall have such other officers as required under the Act, including a Chief Executive Officer, and may have such other officers as the Chief Executive

43 Officer or Chairperson may appoint from time to time, including a President and Chief Operating Officer. 5.7 Term. The Principal Officers of the Corporation shall hold office until their successors are chosen and qualified or until their earlier death, resignation or removal. Any officer elected or appointed by the Board of Directors may be removed at any time by the affirmative vote of a majority of the directors entitled to vote therefore. Any officer appointed by the Chief Executive Officer or Chairperson may be removed at any time by the Chief Executive Officer or Chairperson. Any vacancy occurring in any office of the Corporation shall be filled in accordance with the Act and/or these bylaws. ARTICLE VI INDEMNIFICATION 6.1 Right to Indemnification. The Corporation shall, to the fullest extent authorized or permitted by applicable law from time to time in effect (but, in the case of any amendment of such law, only to the extent that such amendment permits the Corporation to provide broader indemnification rights than such law permitted the Corporation to provide prior to such amendment) indemnify any and all persons who may serve or who have served at any time as directors, officers or employees of the Corporation or any employee of the Rhode Island Executive Office of Commerce acting as an agent for the Corporation, and any directors or officers of the Corporation who at the request of the Corporation may serve or at any time have served as agents or fiduciaries of an employee benefit plan of the Corporation (such persons may be referred to hereafter as, the Indemnitee ), from and against any and all of the expenses, liabilities or other matters referred to in or covered by law whether the basis of such proceeding is alleged action in an official capacity as a director, officer, employee or agent or in any other capacity while serving as a director, manager, officer, employee or agent. The Corporation may also indemnify any and all other persons whom it shall have power to indemnify under any applicable law from time to time in effect to the extent authorized or permitted by such law. The indemnification provided by this Article shall not be deemed exclusive of any other rights to which any person may be entitled under any provision of the articles of incorporation, other bylaw, agreement, vote of disinterested directors, federal or state law, or otherwise, both as to action in an official capacity and as to action in another capacity while holding such office, and shall be contract rights and continue as to a person who has ceased to be a director, manager, officer, employee or agent and shall inure to the benefit of the heirs, executors and administrators of such a person. For purposes of this Article any reference to fines, liability and expenses shall include any excise taxes, penalties, claims, liabilities and reasonable expenses (including reasonable legal fees and related expenses) assessed against or incurred by a person with respect to any employee benefit plan. 6.2 Right of Claimant to Bring Suit. If a claim under this Article is not paid in full by the Corporation within sixty days after a written claim has been received by the Corporation, except in the case of a claim for an advancement of expenses, in which case the applicable period shall

44 be fourteen days, the Indemnitee may at any time thereafter bring suit against the Corporation to recover the unpaid amount of the claim. If successful in whole or in part in any such suit, or in a suit brought by the Corporation to recover an advancement of expenses pursuant to the terms of an undertaking, the Indemnitee shall be entitled to be paid also the expense of prosecuting or defending such suit. In any suit brought by the Indemnitee to enforce a right to indemnification hereunder (but not in a suit brought by the Indemnitee to enforce a right to an advancement of expenses) it shall be a defense that the Indemnitee has not met any applicable standard for indemnification set forth in applicable law. Any suit by the Corporation to recover an advancement of expenses pursuant to the terms of an undertaking, the Corporation shall be entitled to recover such expenses upon a final adjudication that, the Indemnitee has not met any applicable standard for indemnification set forth in applicable law. Neither the failure of the Corporation (including its Board of Directors, a committee thereof or independent legal counsel) to have made a determination prior to the commencement of such suit that indemnification of the Indemnitee is proper in the circumstances because the Indemnitee has met the applicable standard of conduct set forth in applicable law, nor an actual determination by the Corporation (including its Board of Directors, a committee thereof or independent legal counsel) that the Indemnitee has not met such applicable standard of conduct, shall create a presumption that the Indemnitee has not met the applicable standard of conduct or, in the case of such a suit brought by the Indemnitee, be a defense to such suit. In any suit brought by the Indemnitee to enforce a right to indemnification or to an advancement of expenses hereunder, or by the Corporation to recover an advancement of expenses pursuant to the terms of an undertaking, the burden of proving that the Indemnitee is not entitled to be indemnified, or to such advancement of expenses, under this Article or otherwise shall be on the Corporation. 6.3 No Limitation. The indemnification provided in this Article shall inure to each person referred to herein, whether or not the person is serving in any of the enumerated capacities at the time such expenses (including attorneys' fees), judgments, fines or amounts paid in settlement are imposed or incurred, and provided, however, the claim asserted against him or her is based on matters which occurred on or after January 1, None of the provisions of this Article shall be construed as a limitation upon the right of the Corporation to exercise its general power to enter into a contract or understanding of indemnity with a director, officer, employee, agent or any other person in any proper case not provided for herein. Each person who shall act or have acted as an Indemnitee of the Corporation shall be deemed to be doing so in reliance upon such right of indemnification. 6.4 Indemnification Contracts. The Board of Directors is authorized to enter into a contract with any director, manager, officer, employee or agent of the Corporation, or any person serving at the request of the Corporation as a director, manager officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, including employee benefit plans, providing for indemnification rights equivalent to those provided for in this Article. 6.5 Insurance. The Corporation may maintain insurance, at its expense, to protect itself and any such director, manager, officer, employee or agent of the Corporation or another corporation, partnership, joint venture, trust or other enterprise against any such expense, liability or loss, whether or not the Corporation would have the power to indemnify such person against such expenses, liability or loss under the Chapter 1.2 of Title 7 of the General Laws.

45 6.6 Effect of Amendment. Any amendment, repeal or modification of any provision of this Article by the directors of the Corporation shall not adversely affect any right or protection of an Indemnitee of the Corporation existing at the time of such amendment, repeal or modification. 6.7 Savings Clause. If this Article or any portion hereof shall be invalidated on any ground by any court of competent jurisdiction, then the Corporation shall nevertheless indemnify each director, manager, officer, employee and agent of the Corporation as to costs, charges and expenses (including attorneys' fees), judgments, fines and amounts paid in settlement with respect to any action, suit or proceeding, whether civil, criminal, administrative or investigative, including an action by or in the right of the Corporation, to the fullest extent permitted by any applicable portion of this Article that shall not have been invalidated and to the fullest extent authorized or permitted by applicable law. ARTICLE VII GENERAL PROVISIONS 7.1 Checks. All checks or demands for money and notes of the Corporation shall be signed by such officer or officers or such other person or persons as the directors may from time to time designate. 7.2 Fiscal Year. The fiscal year of the Corporation shall be the fiscal year of the State of Rhode Island. 7.3 Amendments. To the extent permitted by the General Laws, these bylaws may be added to, amended or repealed at any meeting of the Board of Directors subject to the limitations provided in Article VI.

46 EXHIBIT H MEETING MINUTES MARCH 28, 2016

47 RHODE ISLAND COMMERCE CORPORATION RESOLUTION AUTHORIZING THE ISSUANCE OF TAX CREDITS UNDER THE REBUILD RHODE ISLAND TAX CREDIT ACT March 28, 2016 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 of Title 44 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 under the Rebuild RI Tax Credit Act in relation to a Residential Project (the Project ) located at 560 Prospect Street, Pawtucket which is proposed to consist of approximately 101 residential units; WHEREAS: The Corporation s Investment Committee has reviewed and considered the proposed issuance of tax credits and a sales and use tax exemption to Omni, Development and WinnDevelopment Company, LP or a nominee of such entities acceptable to the Corporation (the Recipient ) and has voted unanimously to recommend to the Board of Directors (the Board ) of the Corporation the approval of the tax credits and tax exemption; and WHEREAS: The Board of the Corporation received a presentation inclusive of a term sheet detailing the Project and proposed incentives 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 Rebuild RI Tax Credit 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 Rebuild RI Tax Credit Act, the Corporation approves the issuance of tax credits to the Recipient in an amount not to exceed Three Million Six Hundred Fifty-Seven Thousand Six Hundred Dollars ($3,657,600) and authorizes a sales and use tax exemption that shall reduce the tax

48 credits awarded hereunder dollar for dollar relative to any monies received by the Recipient on account of such exemption. 2. 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 Eligibility Requirements of Rule 6 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. 3. 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, to the extent applicable, the provisions of RIGL (a)(1)(ii) through (v) have been satisfied; (iii) that 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; (iv) 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; (v) the total amount of Tax Credits awarded for the Project is the lesser of thirty (30%) of the total Project Cost or the amount needed to close the Project Financing Gap; (vi) at least twenty-percent (20%) of the units in this Residential Project will be designated as Affordable Housing or Workforce Housing in accordance with Rule 7(b)(4) and tax credits in the amount of One Million Two Hundred Nineteen Thousand Dollars ($1,219,200) is allocable to this criteria; (vii) that the Chief Executive Officer of the Corporation has provided written confirmation required by the Rebuild RI Tax Credit Act (a copy of which is annexed hereto as Exhibit 1); (viii) the Secretary of Commerce has provided written confirmation required by the Rebuild RI Tax Credit Act (a copy of 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 the Eligibility Requirements of Rule 6 of the Rules for a Residential Project. 4. 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 (a)(2) (a copy of which is annexed hereto as Exhibit 3).

49 5. 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. 6. 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. 7. 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. 8. 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.

50 EXHIBIT 1

51 From: Stefan Pryor, Secretary of Commerce and Chief Executive Officer of the Rhode Island Commerce Corporation Darin Early, 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 Applications Date: March 28, 2016 The staff of the Rhode Island Commerce Corporation (the Corporation ) is recommending to the Board of Directors that it approve tax credits pursuant to the Rebuild Rhode Island Tax Credit program. Those recommendations are as follows: To consider the application of WinnDevelopment and Omni Development for tax credits in a maximum amount of $3,657,600 for a residential project. To consider the application of Providence Capital III for tax credits in a maximum amount of $3,036,032 for a mixed use project. To consider the application of 78 Fountain JV Owner, LLC for tax credits in a maximum amount of $6,115,119 for a mixed use project. This memo serves as the written confirmation, pursuant to Rhode Island General Laws , of the following: 1. The Corporation staff have reviewed the application submitted and the impact analyses for these three projects (the impact analyses are provided to the Board as exhibits to the approving resolutions for the respective projects). 2. These three projects are consistent with the purpose of the Rebuild Rhode Island Tax Credit Act, R.I. Gen. Laws et seq. 3. The total credits to be awarded to each applicant, respectively, shall not be in excess of the amount listed above.

52 EXHIBIT 2

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56 EXHIBIT 3

57 Rhode Island Commerce Corporation Rebuild Rhode Island Tax Credits Economic Impact Analysis Omni Development Corporation and Winn Development Prospect Heights Application Introduction The Rhode Island Commerce Corporation (the Corporation ) may issue Rebuild Rhode Island tax credits to Omni Development Corporation and Winn Development (together the Sponsor ). The credits would be issued in connection with the Sponsor s decision to invest in the first phase of rehabilitation of Prospect Heights, a public housing development owned by the Pawtucket Housing Authority and located at the intersection of Prospect Street and Beverage Hill Avenue in Pawtucket. The first phase will involve the rehabilitation of 101 out of 292 existing units at Prospect Heights. The total cost of the first phase is estimated to be $12.2 million. The Sponsor is requesting a Rebuild Rhode Island tax credit of $3,657,600. This amount will be reduced by the value of the sales and use tax exemption requested by the Sponsor for its eligible construction and build-out costs (valued by the Sponsor at approximately $180,000). This analysis was prepared by Appleseed, a consulting firm with more than twenty years of experience in economic impact analysis. Jobs Analysis Construction As shown in Table 1, the Sponsor s estimate of total project cost is approximately $12.2 million. Table 1: Estimated total project cost (in $ millions) Component Estimated cost Land/building acquisition $1.4 Construction (hard costs) $6.6 Soft costs $4.2 Total $12.2

58 After excluding certain costs that do not have a direct, current impact on Rhode Island s economy (such as property acquisition interest paid during construction) for the purposes of this analysis, the remaining hard and soft costs total approximately $9.4 million. Appleseed estimates that direct expenditures of $9.4 million will directly and indirectly generate: 48 person-years 1 of work in Rhode Island; More than $4.0 million in earnings; Approximately $12.9 million in statewide economic output 2 ; A projected one-time increase of approximately $151,000 in personal income taxes paid to the State during construction; and A one-time increase of nearly $6.9 million in Rhode Island s GDP. These impacts are summarized below 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: Direct and indirect impact of construction spending (employment in person-years; income, value-added and output in millions of 2017 dollars) Employment Earnings Value added Output Direct Effect 48 $2.8 $4.7 $9.4 Indirect Effect Total Effect 75 $4.0 $6.9 $12.9 Most of the activity reflected in Table 2 is expected to occur during a construction period lasting from April 2016 through August The anticipated wage rates for construction jobs are shown below in Table 3. Anticipated wage rates are the median hourly wage for these occupations in Rhode Island. Table 3: Anticipated wages during construction 1 A person year is equivalent to the time worked by one person who is employed full time for a year. For example, it could represent the work of two people who are each employed full time for six months; or the work of one person who is employed half time for two years. 2 Output is a measure of the total sales by Rhode Island companies (including the sale of labor by Rhode Island households) generated by the project.

59 Occupation RI median hourly wage 3 Architect $41.70 Construction manager $52.12 Carpenter $19.70 Electrician $23.71 Plumber $24.03 Painter $16.07 Laborer $16.77 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 who fill these jobs are expected to be drawn primarily from the Providence-Warwick RI-MA New England City and Town Area (NECTA). Annual operations The Sponsor estimates that when the project is completed, four workers will be employed to manage and maintain the rehabilitated property, and that annual operating costs in 2017 (including payroll, utilities, maintenance services, insurance, etc) will total approximately $785,000. Based on these estimates, Appleseed projects (as shown below in Table 4), that when the project is completed and fully occupied, it will directly and indirectly account for: 11 full-time equivalent jobs in Rhode Island, with approximately $320,000 in annual earnings (in 2017 dollars); Approximately $960,000 in annual statewide economic output; A projected gross increase of more than $14,000 in personal income taxes paid annually to the State (in addition to the nearly $151,000 in personal income tax revenues cited above that would be generated by spending on construction); and An increase of approximately $570,000 in Rhode Island s annual GDP. 3 Rhode Island Department of Labor and Training, Occupational Employment Statistics, 2014

60 Table 4: Direct and indirect impact of annual operations (employment in FTE; income, valueadded and output in millions of 2017 dollars) Employment Earnings Value added Output Direct Effect 10 4 $0.32 $0.44 $0.73 Indirect Effect 1 $0.07 $0.13 $0.23 Total Effect 11 $0.39 $0.57 $0.96 The four workers employed directly in management and maintenance of the building will most likely be drawn from neighborhoods within the City of Pawtucket or from other nearby communities. Impact The state fiscal impacts of the requested tax credits is up to $3,657,600 in foregone state revenue and/or state expenditures. Direct and indirect economic and fiscal benefits of the proposed project include the estimated state GDP increase of $570,000, the estimated associated job creation, and a gross increase of nearly $320,000 in personal income tax revenues during the construction phase and ongoing operations during the twelve years following the completion of the project. These benefits are detailed in the foregoing analysis. In addition to the economic and tax revenue impacts cited above, the proposed project would benefit Rhode Island in several other ways. Improve in the near term and preserve in the long term 101 units that are part of a limited supply of affordable housing in Pawtucket. Provide improved services to residents of Prospect Heights. Enhance open space at Prospect Heights. Contribute to the revitalization of the surrounding Beverage Hill neighborhood. Provide a model for private investment in the preservation and revitalization of public housing. Beyond the fiscal impact noted above, there is no anticipated financial exposure to the state. In addition, various features of the program mitigate risk to the state. In particular, the completion risk (i.e. the risk that the project is not completed) is mitigated by the fact that the tax credits will be payable only upon completion of the development. The risk of 4 In Table 4, direct employment includes both the four workers to be directly employed by the sponsor and six FTE workers whom we estimate would be employed by contractors, primarily in building operations and maintenance.

61 project cost overruns is mitigated by the fact that the tax credits are capped at the amount set forth above. In addition, if project costs come in lower than anticipated, the tax credits to be paid will be reduced accordingly.

62 RHODE ISLAND COMMERCE CORPORATION RESOLUTION AUTHORIZING THE ISSUANCE OF TAX CREDITS UNDER THE REBUILD RHODE ISLAND TAX CREDIT ACT March 28, 2016 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 of Title 44 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 under the Rebuild RI Tax Credit Act in relation to a Mixed-Use Project (the Project ) located at 170 Westminster Street, Providence which is proposed to consist of approximately 61 residential units and an estimated 24,775 square feet of commercial space on the second and top floors; WHEREAS: The Corporation s Investment Committee has reviewed and considered the proposed issuance of tax credits and a sales and use tax exemption to Providence Capital III, LLC or a nominee of such entity acceptable to the Corporation (the Recipient ) and has voted unanimously to recommend to the Board of Directors (the Board ) of the Corporation the approval of the tax credits and tax exemption; and WHEREAS: The Board of the Corporation received a presentation inclusive of a term sheet detailing the Project and proposed incentives 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 Rebuild RI Tax Credit 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 Rebuild RI Tax Credit Act, the Corporation approves the issuance of tax credits to the Recipient in an amount not to exceed Three Million Thirty-Six Thousand Thirty-Two Dollars ($3,036,032) and

63 authorizes a sales and use tax exemption that shall reduce the tax credits awarded hereunder dollar for dollar relative to any monies received by the Recipient on account of such exemption. 2. 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 Eligibility Requirements of Rule 6 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. 3. 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, to the extent applicable, the provisions of RIGL (a)(1)(ii) through (v) have been satisfied; (iii) that 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; (iv) 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; (v) 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; (vi) that the Chief Executive Officer of the Corporation has provided written confirmation required by the Rebuild RI Tax Credit Act (a copy of which is annexed hereto as Exhibit 1); (vii) the Secretary of Commerce has provided written confirmation required by the Rebuild RI Tax Credit Act (a copy of which is annexed hereto as Exhibit 1); (viii) 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 (ix) the Recipient has demonstrated that it will otherwise satisfy the Eligibility Requirements of Rule 6 of the Rules for a Mixed-Use Project. 4. 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 (a)(2) (a copy of which is annexed hereto as Exhibit 3).

64 5. 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. 6. 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. 7. 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. 8. 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.

65 EXHIBIT 1

66 From: Stefan Pryor, Secretary of Commerce and Chief Executive Officer of the Rhode Island Commerce Corporation Darin Early, 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 Applications Date: March 28, 2016 The staff of the Rhode Island Commerce Corporation (the Corporation ) is recommending to the Board of Directors that it approve tax credits pursuant to the Rebuild Rhode Island Tax Credit program. Those recommendations are as follows: To consider the application of WinnDevelopment and Omni Development for tax credits in a maximum amount of $3,657,600 for a residential project. To consider the application of Providence Capital III for tax credits in a maximum amount of $3,036,032 for a mixed use project. To consider the application of 78 Fountain JV Owner, LLC for tax credits in a maximum amount of $6,115,119 for a mixed use project. This memo serves as the written confirmation, pursuant to Rhode Island General Laws , of the following: 1. The Corporation staff have reviewed the application submitted and the impact analyses for these three projects (the impact analyses are provided to the Board as exhibits to the approving resolutions for the respective projects). 2. These three projects are consistent with the purpose of the Rebuild Rhode Island Tax Credit Act, R.I. Gen. Laws et seq. 3. The total credits to be awarded to each applicant, respectively, shall not be in excess of the amount listed above.

67 EXHIBIT 2

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71 EXHIBIT 3

72 Rhode Island Commerce Corporation Rebuild Rhode Island Tax Credits Economic Impact Analysis Providence Capital III LLC Union Trust Building Application Introduction The Rhode Island Commerce Corporation (the Corporation ) may issue Rebuild Rhode Island tax credits to Providence Capital III LLC (the Sponsor ), owned and managed by Vincent Geoffroy, Managing Member. The credits would be issued in connection with the Sponsor s decision to invest in the redevelopment of the Union Trust Building, located at 170 Westminster Street/62 Dorrance Street in Providence. The project will consist of the rehabilitation of the building exterior, retention of an existing ground-floor restaurant, one floor of renovated office space, conversion of floors 3 through 11 from office to 61 rental apartments, and potential development of a new rooftop restaurant. The total cost of the proposed project is estimated to be $15.2 million. The Sponsor is requesting a Rebuild Rhode Island tax credit of $3,036,033. This amount shall be reduced by the sales and use tax exemption on eligible and construction and build out costs. This analysis was prepared by Appleseed, a consulting firm with more than twenty years of experience in economic impact analysis. Jobs Analysis Construction As shown in Table 1, the Company s estimate of total project cost is approximately $15.2 million. Table 1: Estimated total project cost (in $ millions) Component Estimated cost Land/building $4.5 Construction (hard costs) $9.3 Soft costs $1.4 Total $15.2 After excluding certain costs that do not have a direct, current impact on Rhode Island s economy (such as land and building acquisition) for the purposes of this analysis, the remaining hard and soft costs total $10.7 million. Appleseed estimates that direct expenditures of $10.7 million will directly and indirectly generate:

73 53 person-years 5 of work in Rhode Island; Nearly $4.7 million in earnings; Nearly $15.0 million in statewide economic output 6 ; A projected one-time increase of nearly $174,000 in personal income taxes paid to the State during construction; and A one-time increase of nearly $7.6 million in Rhode Island s GDP. These impacts are summarized below 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: Direct and indirect impact of construction spending (employment in person-years; income, value-added and output in millions of 2017 dollars) Employment Earnings Value added Output Direct Effect 53 $3.1 $5.0 $10.7 Indirect Effect Total Effect 88 $4.7 $7.6 $15.0 Most of the activity reflected in Table 2 (specifically, that associated with the renovation of second-floor office space and conversion of other floors to residential) is expected to occur through mid-2017, with construction of the remaining units and potential rooftop restaurant space completed in The anticipated wage rates for construction jobs are shown below in Table 3. Anticipated wage rates are the median hourly wage for these occupations in Rhode Island. Table 3: Anticipated wages during construction Occupation RI median hourly wage 7 Architect $41.70 Construction manager $52.12 Carpenter $ A person year is equivalent to the time worked by one person who is employed full time for a year. For example, it could represent the work of two people who are each employed full time for six months; or the work of one person who is employed half time for two years. 6 Output is a measure of the total sales by Rhode Island companies (including the sale of labor by Rhode Island households) generated by the project. 7 Rhode Island Department of Labor and Training, Occupational Employment Statistics, 2014

74 Electrician $23.71 Plumber $24.03 Painter $16.07 Laborer $16.77 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 who fill these jobs are expected to be drawn primarily from the Providence-Warwick RI-MA New England City and Town Area (NECTA). Annual operations After redevelopment of the Union Trust Building is completed, ongoing operations will include restaurants on the ground floor and the top floor, an office tenant (or tenants) on the second floor, and management, maintenance and leasing of the 61 residential units. Because the ground floor space will continue to be occupied by its current tenant, The Dorrance, we exclude it from our analysis of the economic impact of the project s ongoing operations. For purposes of this analysis, we assume (consistent with the assumption used in the Sponsor s pro forma) that occupancy of the second-floor office space (about 4,656 square feet) will stabilize at 90 percent. We further assume: An employment ratio of 4.25 full-time-equivalent jobs per 1,000 square feet of occupied space, for a total of approximately 28 FTE jobs; That the space will be occupied by one or more professional service firms. The Sponsor estimates that the top-floor restaurant will employ a total of 45 full-and part-time workers. For purposes of this analysis, we assume a total of 38 FTE jobs. The Sponsor also estimates that when the project is completed, 5 workers will be employed to manage and maintain the building; and that upon stabilization, operating costs will total approximately $854,000. Based on these assumptions, Appleseed projects (as shown below in Table 4), that when the project is completed and fully occupied (which is estimated to occur in 2018), it will directly and indirectly account for: 85 FTE jobs in Rhode Island; Nearly $3.9 million in annual earnings (in 2017 dollars); More than $8.4 million in annual statewide economic output;

75 An increase of approximately $146,000 in personal income taxes paid annually to the State; and An increase of nearly $4.7 million in Rhode Island s annual GDP. Table 4: Direct and indirect annual impact of ongoing operations (employment in FTE; income, value-added and output in millions of 2017 dollars) Employment Earnings Value added Output Direct Effect 71 $3.1 $3.3 $6.2 Indirect Effect Total Effect 85 $3.9 $4.7 $8.4 Employees of the building s office tenants are likely to be drawn primarily from the Providence-Warwick RI-MA New England City and Town Area (NECTA), while restaurant and building maintenance workers are likely to be drawn primarily from neighborhoods within the City of Providence or from other nearby communities. Impact The state fiscal impacts of the requested tax credits is up to $3,036,033 in foregone state revenue and/or state expenditures. Direct and indirect economic and fiscal benefits of the proposed project include the estimated state GDP increase of $4.7 million, the estimated associated job creation, and the gross increase of approximately $1.9 million in personal income tax revenues during the construction phase and ongoing operations during the twelve years following the completion of the project. These benefits are detailed in the foregoing analysis. In addition to the economic and tax revenue impacts cited above, the proposed project would benefit Rhode Island in several other ways. Provide 61 units of housing that will support the continued growth of the downtown area s resident population; Provide approximately 4,656 square feet of modernized office space to support continued job growth in the area; and Provide a new amenity (the top-floor restaurant) that will add to the downtown area s attractiveness as a place to live, work, visit and do business.

76 Beyond the fiscal impact noted above, there is no anticipated financial exposure to the state. In addition, various features of the program mitigate risk to the state. In particular, the completion risk (i.e. the risk that the project is not completed) is mitigated by the fact that the tax credits will be payable only upon completion of the development. The risk of project cost overruns is mitigated by the fact that the tax credits are capped at the amount set forth above. In addition, if project costs come in lower than anticipated, the tax credits to be paid will be reduced accordingly.

77 RHODE ISLAND COMMERCE CORPORATION RESOLUTION AUTHORIZING THE ISSUANCE OF TAX CREDITS UNDER THE REBUILD RHODE ISLAND TAX CREDIT ACT March 28, 2016 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 of Title 44 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 under the Rebuild RI Tax Credit Act in relation to a Mixed-Use Project (the Project ) located at 78 Fountain Street, Providence which is proposed to consist of approximately 145 residential units and an estimated 16,813 square feet on the ground floor; WHEREAS: The Corporation s Investment Committee has reviewed and considered the proposed issuance of tax credits and a sales and use tax exemption to 78 Fountain JV Owner, LLC or a nominee of such entity acceptable to the Corporation (the Recipient ) and has voted unanimously to recommend to the Board of Directors (the Board ) of the Corporation the approval of the tax credits and tax exemption; and WHEREAS: The Board of the Corporation received a presentation inclusive of a term sheet detailing the Project and proposed incentives 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 Rebuild RI Tax Credit 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 Rebuild RI Tax Credit Act, the Corporation approves the issuance of tax credits to the Recipient in an amount not to exceed Six Million One Hundred Fifteen Thousand One Hundred Nineteen Dollars

78 ($6,115,119) and authorizes a sales and use tax exemption in an amount not to exceed Nine Hundred Thousand Dollars ($900,000). 2. 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 Eligibility Requirements of Rule 6 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. 3. 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, to the extent applicable, the provisions of RIGL (a)(1)(ii) through (v) have been satisfied; (iii) that 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; (iv) 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; (v) 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; (vi) that the Chief Executive Officer of the Corporation has provided written confirmation required by the Rebuild RI Tax Credit Act (a copy of which is annexed hereto as Exhibit 1); (vii) the Secretary of Commerce has provided written confirmation required by the Rebuild RI Tax Credit Act (a copy of which is annexed hereto as Exhibit 1); (viii) 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 (ix) the Recipient has demonstrated that it will otherwise satisfy the Eligibility Requirements of Rule 6 of the Rules for a Mixed-Use Project. 4. 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 (a)(2) (a copy of which is annexed hereto as Exhibit 3). 5. 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

79 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. 6. 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. 7. 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. 8. 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.

80 EXHIBIT 1

81 From: Stefan Pryor, Secretary of Commerce and Chief Executive Officer of the Rhode Island Commerce Corporation Darin Early, 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 Applications Date: March 28, 2016 The staff of the Rhode Island Commerce Corporation (the Corporation ) is recommending to the Board of Directors that it approve tax credits pursuant to the Rebuild Rhode Island Tax Credit program. Those recommendations are as follows: To consider the application of WinnDevelopment and Omni Development for tax credits in a maximum amount of $3,657,600 for a residential project. To consider the application of Providence Capital III for tax credits in a maximum amount of $3,036,032 for a mixed use project. To consider the application of 78 Fountain JV Owner, LLC for tax credits in a maximum amount of $6,115,119 for a mixed use project. This memo serves as the written confirmation, pursuant to Rhode Island General Laws , of the following: 1. The Corporation staff have reviewed the application submitted and the impact analyses for these three projects (the impact analyses are provided to the Board as exhibits to the approving resolutions for the respective projects). 2. These three projects are consistent with the purpose of the Rebuild Rhode Island Tax Credit Act, R.I. Gen. Laws et seq. 3. The total credits to be awarded to each applicant, respectively, shall not be in excess of the amount listed above.

82 EXHIBIT 2

83

84

85

86 EXHIBIT 3

87 Rhode Island Commerce Corporation Rebuild Rhode Island Tax Credits Economic Impact Analysis 78 Fountain JV Owner LLC Nordbloom / Cornish JV Introduction The Rhode Island Commerce Corporation (the Corporation ) may issue Rebuild Rhode Island tax credits to 78 Fountain JV Owner LLC (the Sponsor ). The credits would be issued in connection with the Sponsor s decision to invest in the construction of a new mixed-use building at 78 Fountain Street in Providence, which is currently operated as a parking lot. The project will include 16,813 square feet of ground floor retail and restaurant space, 145 residential units, and underground parking. The total cost of the proposed project is estimated to be $48.4 million. The Sponsor is requesting a Rebuild Rhode Island tax credit of $6,115,119. The Sponsor has already included the estimated sales and use tax exemption, valued by the Sponsor at approximately $902,000, in its construction budget. This analysis was prepared by Appleseed, a consulting firm with more than twenty years of experience in economic impact analysis. Jobs Analysis Construction As shown in Table 1, the Sponsor s estimate of total project cost is approximately $48.4 million. Table 1: Estimated total project cost (in $ millions) Component Estimated cost Land acquisition /predevelopment $3.4 Construction 8 $33.2 Soft costs $11.8 Total $48.4 After excluding certain costs that for purposes of this analysis do not have a direct, current impact on Rhode Island s economy (such as land and interest costs), the remaining hard and soft costs total $49.5 million. Appleseed estimates that direct expenditures of $41.9 million will directly and indirectly generate: 8 Includes contingency, tenant improvements and other miscellaneous construction costs

88 352 person-years 9 of work in Rhode Island; $19.0 million in earnings; More than $59.0 million in statewide economic output 10 ; A projected one-time increase of approximately $713,000 in personal income taxes paid to the State during construction; and A one-time increase of nearly $29.4 million in Rhode Island s GDP. These impacts are summarized below 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: Direct and indirect impact of construction spending (employment in person-years; income, value-added and output in millions of 2017 dollars) Employment Earnings Value added Output Direct Effect 213 $12.7 $19.0 $42.0 Indirect Effect Total Effect 352 $19.0 $29.4 $50.0 Most of the activity reflected in Table 2 is expected to occur during an eighteen-month period beginning in 2023 and ending in The anticipated wage rates for construction jobs are shown below in Table 3. Anticipated wage rates are the median hourly wage for these occupations in Rhode Island. Table 3: Anticipated wages during construction Occupation RI median hourly wage 11 Architect $41.70 Construction manager $52.12 Carpenter $19.70 Electrician $23.71 Plumber $ A person year is equivalent to the time worked by one person who is employed full time for a year. For example, it could represent the work of two people who are each employed full time for six months; or the work of one person who is employed half time for two years. 10 Output is a measure of the total sales by Rhode Island companies (including the sale of labor by Rhode Island households) generated by the project. 11 Rhode Island Department of Labor and Training, Occupational Employment Statistics, 2014

89 Painter $16.07 Laborer $16.77 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 who fill these jobs are expected to be drawn primarily from the Providence-Warwick RI-MA New England City and Town Area (NECTA). Annual operations After construction is completed, ongoing operations at 78 Fountain Street will include: Three retail stores, totaling over 10,000 square feet Two 2,200 square-foot restaurants A 1,223 square-foot coffee shop Management and maintenance of the new building (including 145 new residential units) The Sponsor estimates that the three retail stores will employ 33 full-time and 31 part-time workers; and the restaurants and coffee shop, 32 full-time and 14 part-time workers. Assuming for purposes of this analysis that all part-time workers are employed half-time, these estimate equate to approximately 49 FTE employees in retail operations, and 39 FTE employees in restaurant and coffee shop operations, for a total of approximately 88 FTE jobs in retail and restaurant operations. The Sponsor also estimates that 5 people (3.67 FTE s) will be employed in management and maintenance of the residential space at 78 Fountain Street. Based on these assumptions, Appleseed projects (as shown below in Table 4), that when the project is completed and fully occupied (which is estimated to occur in 2024), it will directly and indirectly account for: 108 FTE jobs in Rhode Island; More than $3.4 million in annual earnings (in 2017 dollars); Approximately $8.9 million in annual statewide economic output; An increase of approximately $129,000 in personal income taxes paid annually to the State; and An increase of approximately $5.6 million in Rhode Island s annual GDP. Table 4: Direct and indirect annual impact of ongoing operations (employment in FTE; income, valueadded and output in millions of 2017 dollars)

90 Employment Earnings Value added Output Direct Effect 92 $2.6 $3.9 $6.1 Indirect Effect Total Effect 108 $3.4 $5.6 $8.9 Retail, restaurant and building maintenance workers are likely to be drawn primarily from neighborhoods within the City of Providence or from other nearby communities. Impact The state fiscal impacts of the requested tax credits and sales tax exemption is up to approximately $7 million in foregone state revenue and/or state expenditures. Direct and indirect economic and fiscal benefits of the proposed project include the estimated state GDP increase of $5.6 million, the estimated associated job creation, and the gross increase of more than $2.2 million in personal income tax revenues during the construction phase and ongoing operations during the twelve years following the completion of the project. These benefits are detailed in the foregoing analysis. In addition to the economic and tax revenue impacts cited above, the proposed project would benefit Rhode Island in several other ways. Redevelop a site in downtown Providence that is currently used primarily for surface parking; Provide 145 units of housing that will support the continued growth of the downtown area s resident population; and Increase the City s real property tax revenues, relative to what the property now generates. Beyond the fiscal impact noted above, there is no anticipated financial exposure to the state. In addition, various features of the program mitigate risk to the state. In particular, the completion risk (i.e., the risk that the project is not completed) is mitigated by the fact that the tax credits will be payable only upon completion of the development. The risk of project cost overruns is mitigated by the fact that the tax credits are capped at the amount set forth above. In addition, if project costs come in lower than anticipated, the tax credits to be paid will be reduced accordingly.

91 TAB 2 NO VOTE

92 Industry Cluster Grants Growing Economic Opportunities in Rhode Island

93 Industry Cluster Grants Grants of $75,00o to $500,000 for RI intermediaries representing an industry to support cluster growth and profitability. Technical Assistance Grants ($75,ooo to $250,000): Funding for feasibility studies or organizational development to enable collaboration to advance innovation and increase sector profitability Implementation Grants ($100,000 to $500,000): Funding to implement strategies to overcome gaps and documented constraints that inhibit growth and effectiveness Objectives: Improve the effectiveness of industry clusters in RI in the areas of R&D, technology transfer, workforce or cluster marketing 1

94 Industry Cluster Grants Evaluation Criteria Strength of the Cluster, its stage of development, and its importance to the State s economy Quality and clarity of information on the project, including need, timelines, and deliverables Degree of support from the businesses operating in the Cluster Caliber and experience of the personnel involved in the project Strength of the Applicant s methodology for evaluation impacts of the Project Project s potential for catalytic impact 3

95 Industry Cluster Grants Program created in FY 16 Program allocated $750,000 Regulations filed November 15, 2015 Application launched November 18, 2015 Application deadline February 8, applications received $5,703,038 requested in funding Amount requested is 7.5 x the FY16 appropriation. 2

96 TAB 3

97 Proposed Providence Place Garage Improvements Presentation to Rhode Island Commerce Corporation Board of Directors April 25,2016

98 RICC/GGP Relationship RICC owns the land on which the Providence Place Mall is located General Growth Properties (GGP) is the current mall owner The ground lease between RICC and GGP requires RICC consent for certain improvements (e.g., changing mall footprint)

99 Board Request GGP is proposing a $20M+ renovation to the mall parking garage RICC consent is required to move forward as these improvements include modifications to footprint

100 Proposed Improvements Convert 1 st and 2 nd floors of vacant JC Penny space to parking GGP unable to attract new tenant and believe that changing retail dynamics will make ability to do so challenging for the foreseeable future Will add 150 parking spaces and improve circulation 3 rd floor remains retail, albeit smaller Upgrades are reversible Safety improvements and restoration of existing infrastructure New parking guidance system, equipment, and signage Aesthetic improvements to garage entrances and interior New right turn lane on to Francis Street and streetscape improvements

101 Conversion of JC Penny Space to Parking Image here Similar change on L2

102 New Equipment and Parking Guidance System Pay Stations Ticket Spitters Facility Count When entering a property Level Indicators When entering a property Entrance Gates Interior Signage Within a garage level

103 Entrance Improvements Image here Exterior Signage/ Hayes Street Entrance

104 Francis Street Improvements