Q & A from Senate Finance Committee and Staff FOURTH PRODUCTION, OCTOBER 24 TH, 2017 PRESENTED BY THE CITY OF PAWTUCKET AND THE PAWTUCKET RED SOX

Q & A from Senate Finance Committee and Staff FOURTH PRODUCTION, OCTOBER 24 TH, 2017 PRESENTED BY THE CITY OF PAWTUCKET AND THE PAWTUCKET RED SOX

October 24, 2017 The Honorable William J. Conley, Jr. Chairman Senate Fiscal Office State House, Room 117 Providence, Rhode Island 02903 Mr. Chairman and Honorable Members of the Senate Finance Committee: Over the course of six hearings with the Senate Finance Committee, questions have been asked by members of the Committee and the public regarding various aspects of the pending financial framework among the City of Pawtucket ( City ), the State of Rhode Island ( State ), and the Pawtucket Red Sox ( Team ) regarding the construction of a new ballpark and public park for Pawtucket. We have made note of these questions and, as we prepare for our final hearing before the Senate Finance Committee later tonight, the City and Team are now providing written responses to the various questions we have heard over these last few weeks, as well as to specific questions put to us by your staff. We hope that these responses and the enclosed exhibits, on top of the three separate sets of supporting financial and attendance materials already provided to the Committee (First Production on October 6 th, 2017; Second Production on October 10 th, 2017; and Third Production on October 17 th, 2017), comprise another helpful and informative fourth installment in this extensive and thorough process. Also attached are seven exhibits that relate to the answers to your questions. McCoy Stadium 1. How many City and State taxpayer dollars are currently spent on McCoy Stadium each year? There is currently no City expenditure on maintenance at McCoy. Our understanding is that there has been some Rhode Island Capital Plan Fund ( RICAP ) spending, which we expect the Division of Division of Capital Asset Management and Maintenance will address during its presentation to the Committee this evening. 2. What tax revenues are currently generated for the City and the State at McCoy Stadium? The Rhode Island Commerce Corporation estimates that McCoy Stadium currently generates at least $1.9 million in annual tax revenues for the State. (The Team s corresponding estimates, which use a different visitor spending assumption, are $2.3 million in 2016 and $2.4 million in 2017.) 3. If the Team leaves, what is the estimated revenue loss to the City and the State? The at least $1.9 million in tax revenue the State generates at McCoy Stadium is mostly comprised of income and sales taxes (see Tab 5 of the Third Production, October 18 th, 2017), which would be lost if the Team left. 1

4. What are the current property taxes received by the City from the Apex site? Please refer to Exhibit 1 for a list of existing property valuations for the Apex parcels (approximately $6,000,000 total taxable value) and a table with the values multiplied by the current commercial real estate property tax rate to show current taxes (approximately $211,000 annual total taxes). As you may recall, only two of these parcels will be used for the ballpark itself. The other three, which currently generate approximately $24,000 annually in taxes, will remain on the City s tax rolls. City Finances 5. Please provide a list of all City bond issuances over the last 10 years. There have been 37 bond issuances in the last 10 years. Please refer to Exhibit 2 for a list of these issuances. 6. What is the City s overall debt service liability? Please refer to Exhibit 3 for an excerpt from the City s latest audit, which documents the City s existing debt service. 7. What is the City s annual net revenue generated by the new ballpark, after covering the annual Series C debt service? The annual projected net revenue for the City is approximately a net positive $800,000 per year. This amount equals the $1.7 million in projected revenues minus the annual debt service payment of $900,000. 8. If the City must use State aid to cover Series C debt service, what will the City forego? Will the City be forced to raise taxes? The City will not sacrifice any services to pay for this project and will manage accordingly. Pawtucket has a long and proud history of doing just this. When Mayor Grebien took office, his administration inherited a deficit of more than $12 million. Today, the City has restored its rainy day fund to over $12 million. We are confident that additional development will generate new revenues to more than pay for this project and even more revenues to reinvest in our community. However, we will not raise property taxes in order to address a worst-case scenario. The City will seek other revenue enhancements if necessary. The development community believes it's a great site with immense potential. It should be again noted that $900,000 represents about 0.7% of the City s budget. The City is also working with MuniCap, its consultant, to plan for the right mitigation options moving forward. There are numerous other points to be made on how we could manage a worst-case scenario, however, one additional consideration of importance is that over $1 million of existing debt service is coming off of the City s books from 2019 to 2020. Risk Mitigation 9. What happens if the Team is unable to pay the debt service on the Series A bonds? In the case of what we believe is an extremely unlikely event, the International League would step in and run the franchise until a new owner for the Team could be found, with the 13 other teams in the league assessed dues to continue running the Team operation until the new owner is in place, in accordance with the League Constitution and by-laws. 2

Neither the International League, nor Minor League Baseball, knows of any comparable situation where a League was required to step into a failing situation since the Professional Baseball Agreement ( PBA ) came into existence in 1990. The PBA commits Minor League Baseball to operate its 160 affiliated minor league teams with players and uniformed personnel and effectively creates a solid business model. Major League Baseball is committed to staff and fund managers, coaches, and players. It is this division of responsibility which creates the solidity of this business model. Minor League Baseball is a highly regulated industry with standard financial reporting requirements (see Tab 8, Second Production, October 10 th, 2017; and Tab 8, Third Production, October 18 th, 2017). Moreover, the significant equity contribution in both the Team and the ballpark by ownership mitigates the risk of failure (i.e. the owners would sell the franchise rather than simply walk away). 10. Who guarantees the Series A bonds? The $33 million Series A bonds will be paid off by a combination of Team rent and ballpark naming rights paid by the Team. The Team s rent will begin at $1 million per year and grow at 2.25% annually, while the naming rights, which the Team s sales team would pursue, negotiate, and secure, would begin at $500,000 and grow at 2.25% as well. This is a contractually-obligated sum the Team has to pay, and would be outlined in a lease arrangement among the City, the State, and the Team. Even in the highly unlikely event of ballpark revenue shortfalls, the Team will still be required to pay this amount. These bonds are, per the proposed legislation, issued by the Pawtucket Redevelopment Agency ( PRA ), secured through a lease between the PRA and the State, and paid by the Team as described above through a sublease between the State and the Team. 11. Will the Team agree to backstop the Series B or Series C bonds? This is not a demand that has been specifically asked of the Team, nor do we think it is appropriate. Such a backstop would be anomalous (and probably unprecedented) among publicly-owned Minor League Baseball ballparks. The Team also believes that such an agreement is unnecessary due to the many layers of operating protections as well as the cushion provided in the numerical projections we have for the new ballpark (i.e., the fact that the Team s and ballpark s revenues will far more than offset the required debt service for the bonds). 12. What is the risk mitigation plan if the ancillary development does not materialize as quickly as predicted? The City is thoroughly considering a range of options. MuniCap presented a number of potential mitigation options at the October 3 rd, 2017, hearing. These options included structured bond payments, capitalized interest, the State sharing stadium revenues with the City, drawing a TIF district that is broader than the project area, levying special assessments on properties surrounding the stadium should development lag, private placement of the bonds, a period of interest only, and capital appreciation bonds. There will likely not be enough clarity to choose an option for some time. However, it is worth noting that every year, the City, as does the State, undertakes a process of mitigating revenue versus expenditure priorities, and every year the City not only balances the budget but produces a surplus. This is our role as a local government, along with the City Council, and we will continue to apply best practices and strong financial management moving forward. 3

Attendance 13. What is the difference between paid versus actual attendance? Minor League Baseball no-show rates vary from market to market and ballpark to ballpark, though typically an approximate figure in the 25-30% range is appropriate for a newer venue. Team revenues are a byproduct of both a team's tickets sold number and its turnstile figure, so a lower than anticipated figure in the latter category would likely have a deleterious effect on projected revenue. However, arguably the biggest factor that mitigates against a turnstile downside is the newness and quality of the venue and its amenities for fans, which is why we're confident about this project and the business model's inherent layers of self-protection. Also note that the turnstile number drives taxes on food and beverage and merchandise. Brailsford & Dunlavey ( B&D ) uses the term paid attendance to refer to the actual number of tickets the Team sells, including those who use their tickets and those who do not, while actual attendance, which is sometimes also referred to as turnstile, refers to those who actually use their tickets and visit the ballpark. Team revenues are dependent on both the total number of tickets sold and the turnstile amount generated, as referenced above. 14. Please share historical attendance for the International League, including attendance for teams that built new ballparks. A response has been provided (see Tabs 1 and 2, Third Production, October 18 th, 2017; Page 2, First Production, October 6 th, 2017). An additional graph is also provided for your reference on Exhibit 4. As requested, we also provide on Exhibit 5 a new graph to reflect the ongoing positive effects of a new Triple-A ballpark. 15. Please share the Team s future attendance projections. As illustrated in the recent graph that was provided to the Committee (see Tab 1, Third Production, October 18 th, 2017), teams across Triple-A baseball (and Minor League Baseball as a whole) have seen both a short-term and longer-term attendance increase in newer ballparks. With an average increase of 100.67% in Year One, and 97.08% increase sustained in Year Three (over the final year at the old stadium), it is reasonable and demonstrable to project significant and sustained attendance growth in a new Pawtucket Ballpark at Slater Mill. Our projections for a new ballpark (see the B&D study) are conservative in light of these league averages; our projections, upon which B&D relied, assume only a 50% attendance improvement for Year One in a new ballpark. Development 16. Please provide a schedule for ancillary development. Who is responsible for managing this schedule? Without a firm commitment to a financing plan for this ballpark as an anchor tenant of the downtown and riverfront development project, providing a crystallized development schedule is something of a chicken and egg hypothetical. With that being said, both the Team and the City have received inbound inquiries from businesses interested in being part of a ballpark development project should the ballpark receive legislative approval, and we believe that the conservative but ultimately revenuepositive development projections recently used in Professor Mark Rosentraub s report represent a fair, if conservative, picture of how this could and should unfold. You will recall that Professor Rosentraub set out an intentionally conservative schedule of five, seven, and nine years for three 4

phases of development. Please refer to Exhibit 6 for a letter from Professor Rosentraub regarding his report. 17. Who is the preferred developer? Currently, there is no preferred developer for the site. However, per the testimony of Jeanne Boyle, the City s Director of Commerce, businesses have expressed an interest in moving their operations close to the ballpark site, and the Team has also received inquiries from businesses regarding involvement in ancillary development conversations. Please also recall that the City has selected Peregrine Group as the preferred developer for the Division Street property, for which they have proposed to construct a $37 million mixed use development. 18. What is the name of the Team's development entity? Exhibit 7 is the press release announcing the creation of the Prospect Development Group, a real estate development group that exists separate and apart from the Team. 19. What is the actual development area and what are the current taxes on those properties? Events We have attached existing property valuations for the Apex parcels (approximately $6,000,000 total taxable value) and a table with the values multiplied by the current commercial real estate property tax rate to show current taxes (approximately $211,000 annual total taxes). Please refer to Exhibit 1. As mentioned above, only two of these parcels will be used for the ballpark itself. The other three will remain on the City s tax rolls. 20. How many other non-baseball events will there be per year? Who profits from these events? The Team currently hosts approximately 50-75 non-baseball events per year at McCoy Stadium (versus 12 events in 2014), but with very minimal club spaces or any other suitable indoor amenities, potential to expand this model at McCoy Stadium is extremely limited. In a new ballpark, the Team believes that hosting at least a few hundred non-baseball events per year is doable, and to use a comparative example, the Single-A Fort Wayne (IN) TinCaps host more than 700 events each year. As the Team does at McCoy, the working plan is that the Team would bear operational responsibilities, attendant costs, and both financial risk and upside for non-baseball events at a new ballpark, though it is our shared intention with our negotiating partners to carve out a certain number of municipal events for which the City and/or State could make exclusive use of the ballpark, on top of the year-round public park model that allows the general public to utilize the park during certain non-game hours. 21. Who will be responsible for maintenance, staffing, and coordination of events at the new ballpark? The City will not spend money managing or maintaining the ballpark. This will be the team's role under the lease, consistent with the current arrangement at McCoy Stadium. Any sort of Citysponsored events will be a partnership with the team. The team is responsible and will be responsible 5

for daily care, maintenance, field readiness, programming, and staffing. Since the 1998 renovation, the State has been performing ongoing capital improvements. Miscellaneous 22. Has the City Council passed a resolution in support of the project? Yes. The Pawtucket City Council passed a resolution in support on Tuesday October 17 th, 2017. Please refer to Exhibit 8 for the resolution. Copies have been submitted to staff, and we have attached a copy to this letter for the record. It should be noted that one Council member was absent from the meeting, but his support was read into the record demonstrating he would have voted in favor were he there. 23. Please provide a breakdown of the roles and responsibilities of the various parties as it relates to the overall proposal. The Pawtucket Redevelopment Agency ( PRA ) will be issuing the bonds, and will own the ballpark. The PRA will lease the ballpark to the State, and the State will sublease the facility to the Team. 24. What is the status of negotiations with the owner of the Apex property? The City is in ongoing negotiations with the property owner. These conversations have been productive. The next steps in the negotiation are contingent upon passage of this enabling legislation that would provide us with the access to capital necessary to acquire the parcels. 25. Will the new ballpark require any road improvements? We do not believe there are road improvement requirements of consequence related to this project. The existing Interstate 95 ramps that currently service McCoy Stadium will suffice to accommodate traffic generated by the Ballpark at Slater Mill. There will be some signal and signage installation required as well as completing the two-way conversion of Broadway. All of these activities are already included in the City s transportation plans and are scheduled for implementation with or without the new ballpark. 26. How many people does the Team employ? Will the Team have more employees in a new ballpark? The Team currently has 36 full-time positions and approximately 400 part-time or seasonal positions, most of whom come from Rhode Island. While it is somewhat difficult to project the exact number we'll need in a new ballpark, the Team expects that an increased number of attendees for baseball games and a robust year-round events calendar at the public park will necessitate a staffing increase and a greater number of available jobs. Gameday positions include more than 100 seasonal concessions employees (unlike many other professional baseball teams, the Team operates its own concessions); ushers and ticket-takers; grounds crew members; maintenance and cleaning crew professionals; members of the mascot team; scoreboard and video operators; kitchen staffers and suite servers who help with suite clients; and more than two dozen seasonal interns. 6

27. Please provide the Team s P&L. The Team has endeavored to provide the Committee with as much financial information possible without disclosing sensitive proprietary information. The materials submitted accurately paint a picture of the Team s financially stable but somewhat stagnant and challenging current business model at McCoy Stadium, and the Team most recently shared a consolidated balance sheet that we think adds specificity to this picture. In thinking about possible returns in a new ballpark, the Committee is encouraged to refer to the sustained success seen by teams in new ballparks across the league (see Tab 1, Third Production, October 18 th, 2017). 28. What kinds of bonds will these be? These are revenue bonds, with the State agreeing to make payments, via annual budget appropriations, to the PRA (the issuer of the bonds). These revenues from the State to the PRA are subject to a lease of the ballpark for the Series A Bonds and Payment Agreements for the Series B and C Bonds. For the Series A Bonds, the Team, in turn, pays the State the same amount that the State is obligated to pay to PRA, which is equal to annual debt service. This payment from the Team to the State is contractually obligated through a sublease between the two parties and is not tied to the Team s economic performance. Numerous other State projects work/have worked just like this one, in terms of the mechanics of the Governor asking the General Assembly to appropriate the funds each year (e.g. State prisons and State buildings like the Department of Administration, the Attorney General s Office, the Ryan Center, the Convention Center, and Veterans Auditorium). We are simply following this well-worn path. This structure is different from a moral obligation bond, which is a contingent deal and results in a higher cost of capital. We have worked with skilled bond counsel to develop a structure that is in line with these more customary financing programs and that results in the lowest cost of capital to all parties. 29. Will ballpark construction materials be exempt from sales taxes? Yes, through discussions with City and State officials last spring, the Team s clear understanding is that the project would have an exemption on ballpark construction sales taxes. Working with experienced construction experts, we compiled a detailed ballpark construction cost estimate that specifically contemplates this sales tax treatment. 30. Why should the public invest in this project? There are many reasons why this project makes sense as a public/private partnership. The numerous civic benefits include, but are not limited to, the following: (1) The ballpark will be a public facility, an asset that the City owns. (2) This public, year-round riverfront park will be open to everyone and serve as the cornerstone, along with the Slater Mill, of the Blackstone Valley National Park. (3) The affordable tickets, concessions, and parking for which the Team is known would not be possible with a completely privately funded facility. The public investment in this project ensures that prices remain affordable for all Rhode Islanders. 7

Exhibit 1 City Property Valuations for the Apex Parcels (1) (1) Note that only two of these parcels will be used for the ballpark itself. The other three, which currently generate approximately $24,000 annually in taxes, will remain on the City s tax rolls.

Existing Property Values and Taxes Generated Property Taxable Values Taxes Levied 100 Main Street $ 4,293,700 $ 149,764 101 Main Street 1,089,300 37,995 46 Main Street 141,800 4,946 33 Main Street 371,500 12,958 10 School Street 176,800 6,167 $ 6,073,100 $ 211,830 *Information provided by the City of Pawtucket **Additional property valuation material has been provided to Senate Fiscal Staff and is available online on the Pawtucket Tax Assessor's database

Exhibit 2 City Bond Issuances over the Last Decade

Bonds Issued by the City of Pawtucket in the Last 10 Years Bond Title Amount Issued Year Road and Sidewalk Improvement Bond $ 1,000,000 2008 Recreation Improvement Bond $ 600,000 2008 Sewer Improvement Bond $ 300,000 2008 School Improvement Bond $ 3,000,000 2008 Bridge Improvement Bond $ 200,000 2008 Public Building Improvement Bond $ 700,000 2008 Traffic Improvement Bond $ 200,000 2008 Road and Sidewalk Improvement Bond $ 1,000,000 2010 Reacreation Improvement Bond $ 600,000 2010 Sewer Improvement Bond $ 300,000 2010 Traffic Improvement Bond $ 200,000 2010 School Improvement Bond $ 3,000,000 2010 Public Building Improvement Bond $ 700,000 2010 Bridge Improvement Bond $ 200,000 2010 Road and Sidewalk Improvement Bond $ 1,000,000 2012 Reacreation Improvement Bond $ 600,000 2012 Sewer Improvement Bond $ 300,000 2012 Road and Traffic Improvement Bond $ 200,000 2012 School Improvement Bond (RIHEBC) $ 5,000,000 2012 Public Buildings Improvement Bond $ 700,000 2012 Bridge Improvement Bond $ 200,000 2012 Road and Sidewalk Improvement Bond $ 15,000,000 2014 Sewer Improvement Bond $ 300,000 2014 Traffic Improvement Bond $ 500,000 2014 Road and Sidewalk Improvement Bond $ 1,200,000 2014 Bridge Improvement Bond $ 200,000 2014 Recreation Improvement Bond $ 1,200,000 2014 Public Buildings Improvement Bond $ 2,600,000 2014 School Improvement Bond $ 32,000,000 2014 Public Building Improvement Bond $ 1,600,000 2016 Road and Sidewalk Improvement Bond $ 1,000,000 2016 School Improvement Bond $ 24,000,000 2016 Recreation Improvement Bond $ 2,500,000 2016 Public Buildings Improvement Bond $ 5,000,000 2016 Bridge Improvement Bond $ 300,000 2016 Traffic Improvement Bond $ 1,000,000 2016 Sewer Improvement Bond $ 1,600,000 2016

Exhibit 3 Excerpts from the City s Latest Audit (Fiscal Year 2016)

Exhibit 4 International League Historical Attendance

Exhibit 5 Historical Attendance in New Triple-A Ballparks

Exhibit 6 Letter from Professor Rosentraub dated October 24, 2017

October 24, 2017 The Honorable William J. Conley, Jr. Chairman Senate Fiscal Office State House, Room 117 Providence, Rhode Island 02903 Mr. Chairman and Honorable Members of the Senate Finance Committee, The University of Michigan Center for Sport & Policy (UMCSP) was recently retained by the Pawtucket Foundation to estimate the economic impact of the new, publicly-owned ballpark and anticipated ancillary development. UMCSP created financial models to assess respective returns to all involved parties. While McCoy Stadium is an iconic part of the city s legacy of professional baseball, the venue lacks modern amenities and the ability to attract today s fans. Pawtucket needs a new ballpark in order to serve the community, and ensure the team s sustainability in the city for the next 30 years. Since teams and venues have the ability to influence where economic activity occurs within a region, a new ballpark will create an opportunity for increased tax flows and anchored real estate development where it is located. If the Pawtucket Red Sox relocate from Rhode Island, the state will immediately lose the $1.5 million in income taxes, and approximately $681,000 in sales taxes the team currently generates, each year. Our projections indicate Rhode Island s $23 million investment toward a new, publicly-owned ballpark will be recouped in 12 years. Once the committed development is complete, the state will receive at least $2.5 million in income and sales taxes, annually, for the balance of the 30-year lease. The first phase of committed, private development, is promised to open concurrently with the ballpark, and will produce $330,445 in new property taxes, annually. Once a second phase of development is completed, a total of $1.38 million in new, city property taxes will be generated each year after build-out. We projected public-sector returns from 150 residential units built over five, seven, and nine-year construction periods. Even with a nine-year build-out, the city will recover its original $15 million investment in the publicly-owned ballpark in the 15+ years in which new property taxes will exceed their annual bond payment of $900,000. We want to, again, underscore that UMCSP s models, which maintained conservativism through a number of modest assumptions, reasonably ensure the increased economic activity will generate sufficient returns for both the city and state. Sincerely, Mark S. Rosentraub, Ph.D., Bickner Endowed Professor of Sport Management Madelaine M. Moeke, Project Manager Mackenzie P. Zondlak, Senior Research Assistant Sierra R. Bain, Senior Research Assistant University of Michigan 1402 Washington Heights Ann Arbor, MI 48109

Exhibit 7 April 19, 2017 Press Release Announcing the Creation of Prospect Development Group

Exhibit 8 Pawtucket City Council Resolution Passed on October 17, 2017