The Town of Warren has found itself in a bizarre situation regarding its relationship with Giovanni Cicione, the Barrington attorney and developer who has sought to develop two parcels at the foot of the Warren/Barrington Bridge into a multi-building complex with a brewery, restaurant, bakery, and possibly a boutique hotel — which has been dubbed the “Warren Gateway” project.

As recently as the Town Council meeting on April 12, town officials and Town Council members seemed aligned on their view that the project was effectively dead in the water, since they claimed they had not received necessary evidence of Cicione’s ability to finance his portion of the project since their relationship began nearly two years ago.

“We have not seen evidence that he has financing,” said Town Planner Bob Rulli, who explained that was a crucial pre-requisite before the Town could even entertain the notion of signing a lease agreement or negotiating a tax-incremental financing plan that would help pay for extensive site work necessary to begin the project. “There’s a lot of moving pieces that fall back on him to provide information that allows us to do our due diligence for the taxpayers.”

The council voted unanimously during the April 12 meeting to send a notice of termination of the memorandum of understanding (MOU) that had propped up the non-binding arrangement between Cicione and the Town regarding the project, effective 60 days following that notice while still providing an opportunity for Cicione to meet and discuss the issue with Town officials in that time frame.

But in a response from Cicione to the Times-Gazette’s questioning about the matter, he indicated that he didn’t see the project as being dead at all, and that it was the Town’s responsibility for the delay.

“Our financing is lined up and ready to go,” Cicione said in an email on Monday. “Our lenders met with the Town in February and the staff seemed satisfied at that point, and we offered to have them present to the Council as well if that was necessary. The only open issue is the TIF that the Council has yet to vote on. We’ve been trying to set a meeting with our primary lender and the Town to lay out a schedule for getting that done, but have had no response for some weeks now. In the meantime, we are moving ahead full steam with finalizing the site engineering so that we can pull permits and get in the ground. We have a large team working on this, and it is at this point only a matter of the Town taking the last few steps that they agreed to in our Memorandum of Understanding. I’m hopeful that this will be sorted out promptly.”

Rulli, in response to that statement, said while there was a call between Town officials and two representatives of Webster Bank and a representative from Rhode Island Commerce, it was by no means a commitment to financing. He also denied that the Town had failed to respond to a meeting request from Cicione regarding the financing.

“We haven’t seen any numbers,” he said Monday. “He makes it seem like we’re holding him up, but he’s holding himself up.”

Sorting out the facts and timeline
The Town of Warren and Cicione signed the MOU on May 29, 2020, which set an expansive list of preliminary ground rules and benchmarks to be met by Cicione in order to secure a lease agreement for the property, which the Town purchased for $450,000 from National Grid in 2019.

The MOU specifically outlined the Town’s expectation that the preliminary planning portion would be concluded, and the construction phase commenced, within six months of that date.

When that time came and went, the Town expressed a willingness to give Cicione more time. It wasn’t until May 12, 2021 that the Town sent its first notice of termination of the MOU to Cicione. The reasoning then was the same — the Town had not seen satisfactory proof that Cicione had financial backing to fund his portion of the project, which would include significant and expensive site work to prepare the parcels.

Instead, the Town Council once again exercised a willingness to extend the deadline for the MOU to February of 2022. But by the April 12 meeting earlier this month, it was clear that Town officials’ patience had worn thin.

“Unfortunately, things didn’t work out,” said Town Solicitor Anthony DeSisto that night. The council voted unanimously to send the notice of termination, which went out on April 13, 2022.

Cicione said in a follow-up email that he saw things differently.

“First, the MOU recognizes that a commitment letter is desirable, but will be secured ‘to the extent possible.’ It also requires active participation by the Town,” he wrote. “Second, the MOU does not expire. It has no such provision. Again, this is why I believe that there is some amount of miscommunication here.”

In reference to the notion that the MOU doesn’t expire, there is a provision that states, specifically, “The parties intend and expect the Planning Stage to be completed and the Construction Stage to be commencing within approximately six months…Given certain circumstances arising from the COVID-19 pandemic…there is, however, much uncertainty as to the ability to proceed with the steps contemplated above in a typical fashion.”

However, the next provision also states that, after one year from the signing of the MOU, if the Town has satisfied its requirements while the developer has not satisfied their requirements, they may issue a notice of termination to the developer.

Rulli said that the Town could not be blamed for the situation, as Cicione has alleged.

“It’s not at all the town’s fault. We acquired that property with the intention that we think it can be a really important economical staple for the town, and we still believe that,” Rulli said. “At the same time, we’re not going to keep spinning our wheels for two years trying to get this done.”