Anexo

DOWNTOWN DOVER PARTNERSHIP BOARD OF DIRECTORS AGENDA February 2, 2012 - CENDEL Foundation Community Building — 7:30 AM ae . Agenda Additions/Deletions N . Approval of Minutes — Meeting of January 5, 2012 tw . Monthly Financial Reports — December, 2011 4. Executive Director’s Report — Bill Neaton a. Brightfields request for additional Brownfield Funds 5. President’s Report — Gregg Moore 6. Mayor’s Comments — Carleton Carey 7. Planning Department Updates — Ann Marie Townshend 8. Committee Reports A. Parking — Anita Evans B. Organization — C. Design — Laura Simmons D. Economic Development — Gerri Street a. Homeless Drop-in Center E. Marketing/Promotions — Tonda Parks 9. Other Updates A. Dover Police Department — Capt. Steve Getek C. Wesley College — Dr. William Johnston D. Bayhealth — Paul Lakeman E. Dover Public Library — Scott Koenig 10. Public Comments 11. Executive Session — Legal Matters — Pursuant to 29 Del C. §10004(b) (2) mi NEXT MEETING DATE — Thursday, March 1, 2012 — CENDEL Foundation Building THE AGENDA ITEMS AS LISTED MAY NOT BE CONSIDERED IN SEQUENCE. THIS AGENDA IS SUBJECT TO CHANGE TO INCLUDE THE ADDITION OR THE DELETION OF ITEMS, INCLUDING EXECUTIVE SESSIONS.

DOWNTOWN DOVER PARTNERSHIP BOARD OF DIRECTORS MEETING THURSDAY, JANUARY 5, 2012 — CENDEL FOUNDATION BUILDING -7:30 AM MINUTES ATTENDANCE: Anita Evans, Ann Marie Townshend, Cindy Small, Councilman Dave Bonar, Councilman David Anderson, Gary Patterson, Gerri Street, Gregg Moore, Joe McDaniel, Laura Simmons, Lucy Findlay, Maxine Lewis, Mike Harrington, Councilwoman Sophia Russell, Scott Koenig, William Johnston STAFF: Bill Neaton, Capt. Steve Getek, Ed Perez, Beverly Jackson GUESTS: Jim Galvin PRESS: Chris Flood Agenda Councilman Bonar moved and Mr. McDaniel seconded the motion. The motion was unanimously carried. Minutes Mr. Patterson moved and Councilman Bonar seconded the motion to approve the minutes as presented, The motion was unanimously carried. Financials Mr. Moore noted that the financials now report the capital expenditures for each of the North Street projects as separate entries. Mr. Neaton added that the year-end balance for cash was $355,348. He noted that Ms. Mitchell is in the process of balancing all of the DDP accounts and we are waiting for some additional Brownfield reimbursements from the State of Delaware. Mr. Moore noted we are tight on cash flow at this point. Mr. Patterson moved and Mrs. Townshend seconded the motion to accept the financials. The motion was unanimously carried. Executive Director’s Report Mr. Neaton noted that the January First Friday would include the STAR auction. He reported that the steel is going up on the Bayard Plaza project. The contracts from Kent Construction for the DDP Building have been received and reviewed by Mr. Street and the contracts will be signed this week. He added that we are following up on the incentive application for the DDP Building which must be completed and approved before the building permits are issued. Mr. Harrington reported that he observed water on the roof at 22-24 W Loockerman Street and sent his

workers to try and open the drains but only two of the four could be opened. He hired Fletcher Plumbing and they discovered that two of the drains were blocked off during some street work. They are looking for an alternative solution to manage the problem and are working with the City to explore the options. A roofing contractor will be hired to provide an overall evaluation of the roof once the water problem is resolved. Mr. Neaton added that they have contacted Charles Messina, Associates Contracting and MeGee Plumbing come in to evaluate the HVAC work to be done at the DDP Building. President’s Report Mr. Patterson reported that he and Gregg Moore met with Governor and Mrs. Markell, Secretary Bhatt, Bernice Whaley, David Small, Mayor Carey, Scott Koenig and others to review the work that is underway in the downtown and the DDP’s plans for future projects. The presentation was followed by a quick waiking tour through the downtown with the Governor and he understands our issues. Governor and Mrs. Markell continue to be enthusiastic about Dover and want to help in any way they can. The Secretary of State’s Office will organize a working group to look at how the State and the City can work together. Mr. Moore added that they felt we were very prepared and had a good plan. He also reported that he and Mr. Patterson have met with DelDot to request $3 million from the Transportation Enhancement Fund. He stated that we have three (3) separate $1 miflion requests to include Bradford Street sidewalks and other enhancements, continuation of the North Street improvements, and the Riverfront improvements. These projects will require a 20% in-kind match but the timing of when the funds will become available is not yet known, it may take a year or longer to come to fruition. Planning Department Updates Mrs. Townshend stated that the main item is the Building Permit for the DDP Building and once the downtown incentive paperwork is received the permits should be released in the next week. The North Street improvements and the inner City Cultural League Building have both gone through the Planning Commission. Mr. Moore added that our North Street Projects will now be going to the individual agencies for review. He also stated that the North Street Projects will be bid under Title 29. These projects are completely funded with State money and we will follow the state’s bid procedures. Mrs. Townshend reported that Wesley Church has worked on their elevator tower and will be tying it in to State Street. Andy Janke of Frankfurt Bakery has had a number of meetings with the Planning Staff to figure out the process for some of the requirements that need to be completed to move his project forward. She added that he would like to complete his move in late spring. Mr. McDaniel asked about the work that had been proposed for reconfiguring the Biggs Museum Parking Lot at the same time the North Street lots are being consolidated. Mr. Patterson responded that the Biggs project has become a lower priority this year and the emphasis instead will be on making some improvements around The Green to the walking surfaces and improve ADA accessibility. They also want to improve the walking path from The Green to the First State Heritage Park and the Public Archives Welcome Center.

Committee Reports Parking — Ms. Evans reported that the North Street parking configuration will be the primary focus of the committee. Mr. Moore noted that there are a number of people parking on the Collegian property and those people need to be notified about the coming construction. Design — Ms. Simmons reported that the First Friday events will feature a reception and auction of the STARS completed as part of the Community Art project. Cindy Small will serve as the MC and Eric Wilkie of Blue Hen Auction will serve as the auctioneer for the Live Auction of the award-winning STARS. Ms. Findlay reported that Mom’s House would be the non-profit for February’s First Friday Gives Back. She added that they have consistently averaged $500 a month as a donation to the selected non-profit. She encouraged members to stop by and say hello even if they are not purchasing anything before they go bid ona STAR. Mr. Neaton noted that there was an excellent article about the successful holiday season in the downtown and that is our focus. Ms. Findlay responded that it was very exciting and much needed. Economic Development —Mr. Street reported that Ted Nutter has agreed to chair a subcommittee to review and refine the DDP Purchasing Policy. Subcommittee members include Tony DePrima, Councilman Anderson, Mike Harrington, and Jonathan Street. Mr. Street added that they will meet for the first time on January 6™ and have obtained copies of bid procedures from similar organizations. Mr. Street stated that we have been encouraged by the State to look more like the Wilmington Riverfront Corporation and he has prepared a proposed change to the DDP Bylaws to reflect that recommendation. It would increase the Board from 17 members to 21 by adding four (4) additional members to represent State Government — the Senator and Representative whose districts encompass the downtown, and two members appointed by the Governor, preferably representatives from DEDO and the Secretary of State’s Office. The changes would not affect the appointments made by the Mayor and Council. Mr. Street reported that Mr. Neaton organized a meeting with ING and others to discuss tax increment financing options. The current Cash balance and the projects planned will require an infusion of additional funds. He stated that his take-away from the meeting was that there are funds available that have not been tapped into and given the need for $600,000 in matching funds for the Transportation Enhancement Fund projects we need to identify new sources of income. Mr. Street asked Mr. Harrington to report on his evaluation of 238 W. Railroad Avenue. Mr. Harrington reported that he would recommend using the buildings for storage and/or mini warehousing until we have a use for the property. He added that there is one building at the rear that has a roof problem but in his opinion, it could be repaired inexpensively. He stated that within six months he could probably get the property up to $3-6,000 a month in income. Mr. Harrington would like to prepare a detailed

evaluation of what can be done with the property to present to the Economic Development Committee. Mrs. Townshend noted that the authorization the City gave to Habitat for the ReStore was only for the front building and there are outstanding code violations on the other buildings. Mr. Moore noted that it needs to be financially in our favor to repair the properties. Mr. Harrington noted that to fit the spaces out to meet all codes without a tenant would not be his recommendation, but instead to focus on repairs necessary to prevent a problem. He added that there is definite need for warehouse space. Mr. Koenig noted that we have to apply the public standard to the project and the code does not recognize second tier storage space. Mr. Neaton added that it is a Brownfield site and there is still potential for two buildings to be demolished. Mr. Harrington will visit the property with Mr. Neaton and/or someone from the Inspections Department and then prepare a more detailed proposal. Mr. Street moved and Mr. Bonar seconded the motion to adopt the proposed bylaw changes that will increase the DDP Board membership by four (4) representatives from State government to include the two representatives appointed by the Governor, one from DEDO and one from the Secretary of State’s office, the Senator from the 17” District, and the Representative from the 31" District. The details of the proposed bylaw change were discussed by the Board. The motion was unanimously carried. Other Updates Police Department — Capt. Getek reported the 4-8pm patrols on Loockerman in December brought a decrease in complaints. Capt. Getek stated that the cameras paid for themselves with the clearing of the recent homicide on New Street. He also reported that The LEX applied for a variance to get rid of their lunch menu and if that couldn’t happen they wanted a Tap Room License but both requests were denied. The parking boot program was implemented on January 4" and two cars with large fines were booted. Anyone with $200 or more in fines will be booted and several individuals have over $1000 in fines. Capt. Getek also noted that Tim O’Connor of M&T Bank had spoken with the Police Department about the increase in panhandling between the bank and the library. Enforcement was stepped up in that area to address the issue. Wesley College — Dr. Johnston reported that the new semester will begin on January 9". The push is on to get the streetscape project underway during the spring. There has been no final word on the transfer date for the Frear Building but they do have permission to go in and assess the building to begin planning for renovations. Bayhealth — Mr. Moore reported that Bayhealth has a series of open houses scheduled to view the new facility. If you have the opportunity to tour the new space, do take advantage. Dover Public Library ~ Mr. Koenig reported that the Library project is on schedule. The change orders are running about % of 1 percent and delivery to the city is expected in late June with an opening in mid to late September. On the fundraising side, the Library has received a challenge grant and is seeking

matching donations. He noted that he believes the project is in a $100,000 of the fundraising goal and he is encouraging the fundraising to keep going because he would like the Reading Garden to be in place when the building opens. The estimate for that feature was $125,000 but those bids have expired. Mr. Moore asked if there would be a period when the Library is closed during the changeover. Mr. Koenig stated that he plans to close the Library for about two weeks during the move. Due to changes in the part-time staffing the hours have been cut by about five hours a week. Public Comments There were no public comments. Mr. Street moved that the Board go into Executive Session and Ms. Simmons seconded the motion. The Executive Session began at 8:48 am. The Executive Session ended at 9:20 am and the meeting was adjourned. Respectfully submitted, Beverly Latimer Jackson Secretary

DOWNTOWN DOVER PARTNERSHIP CASH RECEIPTS & DISBURSEMENTS REPORT DECEMBER 2011 Draft DECEMBER YeartoDate Remaining % Budget Actual Actual Budget Budget Beginning Cash & Investments, July 1, 2011 $ 399,232 $ 342,231 $ 399,232 RECEIPTS: Corporate Fundraising $ 25,000 $ - $ 1,785 $ 23,215 7.1% State Grants & Reimbursements (Westside) 70,669 16,182 21,744 48,925 100.0% Parking Permit Revenues 29,200 11,144 48,070 11,430 61.9% Property Rental Income 130,300 6,212 62,659 67,641 48.1% Interest Income - Loan Receivables 2,200 1,212 4,242 (2,042) 192.8% Miscellaneous & incentives 6,500 a 4,698 1,802 72.3% TOTAL RECEIPTS $ 263,869 $ 34,750 $ 413,198 $ 150,671 42.9% DISBURSEMENTS: Bank Fees $ 240 $ -_$ 40 $ 200 16.7% Contractual Services 12,500 1,833 8,131 4,369 65.0% Design Committee 24,530 200 650 23,880 __ 2.6% Economic Development Committee _ 81,000 2,835 28,924 52,076 35.7% Electricity oo 1,000 165 321 679 32.1% Facade Program 20,800 - 2,150 18,650 10.3% Financial Charges - PNC Loan 76,400 ___ 6,254 38,130 38,270 49.9% Insurance __ 22,000 22,386 23,592 (4,592) 107.2% Legal Expenses 50 : _ 50 0.0% Marketing & Promotions Committee 28,300 4,891 ~_ 12,797 15,503 45.2% Community Relations 500 : _ __ 500 0.0% Organization Committee 6,000 9 1,654 4,346 27.6% Parking Committee 8,200 470 470 7,730 5.7% Parking Materials & Maintenance 4,000 235 1,206 2,794 30.2% ‘Postage 250 - 26 224 10.4% Program Materials & Supplies : 7 42 {42) _ 100.0% Property Taxes 23,300 : _ 23,663 (363) 101.6% Subscriptions and dues _ 1,500 : 750 750 50.0% Telephone/FAX - Fire & Security Systems 4,900 138 756 __ 1,144 39.8% Training, Conference, Food & Travel 500 : : 500 0.0% Construction - Westside & Other Projects 150,000 82,129 113,170 36,830 754% Water & Sewer 750 225 751 (1) 100.1% TOTAL DISBURSEMENTS $ 463,720 $ 121,774 $ 257,223 $ 206,497 55.5% NET CHANGE IN CASH & INVESTMENTS $ (199,851) $ (87,024) $ (144,025) $ (55,826) Ending Cash & Investments 3 199,381 $ 255,207 $ 255,207 $ . 128.0% Current Operating Cash & Investment Balances Cash - PNC Commercial Loan Account __ 412112012 _$ 284,057 $195,145 Cash - PNC Operating Account $ 85,913 Cash - Capital Project Account with 12/31/11 interest $ 2,586,694

DOWNTOWN DOVER PARTNERSHIP STATEMENT OF NET ASSETS DECEMBER 2011 ASSETS: Cash - PNC Commercial Loan Account $ 174,180 Cash - PNC Operating Account 81,027 Total Cash & Investments 255,207 Receivables (details below) 55,459 Prepaid Items 590 Land & Buildings (details below) 3,166,228 TOTAL ASSETS $3,477,484 LIABILITIES: Vouchers Payable _ $ 1,722 . Deposits - Leases/Sales Contracts 7,015 . Note Payable - PNC 1,300,000 TOTAL LIABILITIES $ 1,308,737 FUND BALANCES: Invested in Land & Buildings $3,166,228 Current Year - Net Income/(Loss) (144,025) Unreserved, Undesignated (853,456) TOTAL FUND BALANCES $ 2,168,747 TOTAL LIABILITIES AND FUND BALANCES $ 3,477,484 Receivables Parking Permits $ 180 Property Tax __ 394 Business Loans G& J Holdings 54,885 Total $ 55,459 Real Estate Holdings 120 S. Governors Avenue - Acme site $1,239,345 133 - 135 S. Governors Avenue 248,745 139 - 143 S. Governors Avenue 295,184 222 Railroad Avenue _____56,746 238 Railroad Avenue 151,091 East side of N. West Street parcel #1 243,000 680 & 684 Forest St 674,267 22-24 West Loockerman Street 257,850 Total Buildings & Land § 3,166,228 Budget Actual Capital Project Budget Grant Receipts $ 3,000,000 $ 2,000,000 “Interest Income - 1,572 Total Receipts $ 3,000,000 $ 3,001,572 Capital Expenditures . Project # . _ . DD1201 North Street Infrastructure $ 1,000,000 $ 14,503 DD1202 North Street Parking Consolidation 1,000,000 28,874 DD1203 Loockerman Plaza 1,000,000 442,646 Total Capital Expenditures $ 3,000,000 $ 486,023 Cash Balance with Interest $ 2,515,549