06-23-21 DDP Board Meeting Packet

DOWNTOWN DOVER PARTNERSHIP BOARD OF DIRECTORS Wednesday, June 23, 2021 at 7:30 AM AGENDA ZOOM: https://zoom.us/j/94354164330 Meeting ID: 943 5416 4330 Welcome Agenda Minutes (May 2021) Police report —Officer Aviles, Community Policing Unit Executive Session’ Cc fF eo !S Executive Committee Report/Action Items i. Budget (Draft Fiscal Year 2022) ii. Workplan (Draft Fiscal Year 2022) iii. | Board of Directors Handbook (Fiscal Year 2022) iv. Form 990 7. Property Updates - Dover Interfaith Mission for Housing 8. Committee Reports i. Design ii. Parking and Safety iii. Organization 9. Legislative Updates i. Senator Trey Paradee ii. Representative Bill Bush 10. City Updates i. Mayor ii. City Council iii. City Manager iv. Planning Director 11. Other Reports i. Kent County Tourism ii. Wesley College iii, Bayhealth 12. Other Business 13. Public Comment 14. Adjourn Next DDP board meeting: Wednesday, September 22, 7:30 a.m. — in person — at City of Dover

conference room Join Zoom Meeting https://zoom.us/j/94354164330 Meeting ID: 943 5416 4330 Every month on the Fourth Wed, until Jun 23, 2021, 6 occurrence(s) Jun 23, 2021 07:30 AM Please download and import the following iCalendar (.ics) files to your calendar system. Monthly: https://zoom.us/meeting/tJ/Aucu2pqD8pGdTuVBeG8Rs- 4jnXTNjUHSGW/ics?icsToken=98tyKuCsrT4uG9KRsxqHRowlA4 4LOvwpilejadpiSnHBgcLUBC7YuhMCoZ RGu34 One tap mobile 4+13017158592,,94354164330# US (Washington D.C) +13126266799,,94354164330# US (Chicago) Dial by your location +1 301 715 8592 US (Washington D.C) +1 312 626 6799 US (Chicago) +1 646 558 8656 US (New York) +1 253 215 8782 US (Tacoma) +1 346 248 7799 US (Houston) +1 669 900 9128 US (San Jose) Meeting ID: 943 5416 4330 Find your local number: https://zoom.us/u/acr80Krior

DOWNTOWN DOVER PARTNERSHIP BOARD OF DIRECTORS MEETING MINUTES May 21, 2021 — Online Zoom Meeting DRAFT BOARD MEMBERS AND STAFF: Mayor Robin Christiansen, Kim Adams, Peter Bradley, Representative Bill Bush, Robert Clark, Alan Grinstead, Matt Harline, Dave Hugg, Maxine Lewis, Todd Stonesifer, Jonathan Street, Councilman Ralph Taylor, John Van Gorp, Carla Wilson, Mike Casson, Linda Parkowski, Codi Canasa,Tina Bradbury, Diane Laird,=. COMMITTEE CHAIRS, PRESENTERS, AND OTHER ATTENDEES: Office Aviles (CDPD) Call to Order and Approval of Agenda: Todd Stonesifer, Board President, opened the meeting at 7:30 a.m. (approx.) John Van Gorp motioned, Jonathan Street seconded; unanimous approval to open meeting and approve agenda. Meeting Minutes (April 2021): Alan Grinstead motioned; Carla Wilson seconded; unanimous approval. Dover PD Update provided by Officer Aviles: Officer Aviles informed the group about two men going to door to door asking for money. They are asking for money and appear to be connected to a white Mercedes with dark windows. Executive Session: Mike Harrington motioned to move into Executive Session, John Van Gorp seconded, unanimous approval. e Item #1 — Property update Motion duly made and seconded with unanimous approval to move out of Executive Session. Todd welcomed new board members, Codi Canasa, owner of Agape Body Piercings; Dr. Michael Casson, DSU Dean of the College of Business, and long-term Dover resident; and Linda Parkowski, Executive Director for Kent Economic Partnership. Each provided a brief introduction of themselves. Todd indicated that we look forward to the contributions they will make as DDP jettisons through the “roaring twenties” of downtown Dover. Property updates: Tina indicated that staff is preparing renewal leases for several tenants. Diane provided a property update for Dover Interfaith Mission for Housing (DIMH): Dover Interfaith has been seeking a new location based on our request for them to vacate the space by the end of this year (2021), and they have diligently been looking for a year and a half. They have located a couple of properties, but both of them ended up being disagreeable to the community/neighborhood adjacent/near to proposed facilities. Currently, the most recent was a west end property that was near the car wash, at which point they received pushback from local businesses, and there was also a spatial issue whereby the property was ruled to be too close to a school. While DIMH to believe the location would be suitable, but when it came to council for approval, the technicality disallowed them to locate there. They did ask for second council consideration, but approval was again denied. Diane share is a State Newsletter to the editor from May 16" sharing that news and offering the DIMH Executive Director’s concerns and frustrations. Diane affirmed that DIMH has been diligent in seeking a new location and implored the board to consider the importance of looking at the bigger picture, which is DDP’s desire to explore DRAFT May 21, 2021 - DDP Online Zoom Meeting

development of a master plan for Downtown Dover and the entire development district, a process that could yield recommendations for a new location of DIMH and related services. Committee Reports Parking and Safety: Todd provided a parking update. Tina announced that Alan Grinstead was appointed as the new co-chair of Parking and Safety. The general consensus was that 25 incidents in that area was not a large number. There are still nuisance crimes, like panhandling and loitering. The committee is discussing ideas on how to address some of those issues, as well as looking to engage some of the community who provide services to the homeless. Metered parking will begin again soon, partnering with Park Mobile and Colonial Parking. There will be a grace period to get people familiarized with the new program. Signage is being developed. Economic Vitality: Tina discussed the new businesses that are preparing to launch: Rebel Cove, Coney Island Hot Dogs, and Pineapple Kale. They will be out at June’s First Friday event. Other new businesses are anticipated. Alan G. asked about the artisanal market and brought up the concern that customers are anticipating it and when it does’t happen as anticipated, there is a potential negative effect. Diane provided information on the most recent delay due to the COVID concerns of the electrical contractors which delays inspections and disallows work to proceed. Todd pointed out that eight new businesses will be opened by the end of the year. Organization: Diane provided information about the proposed Master Plan and the development of the request for qualifications. We anticipate responses to be in by the end of the summer. A request was submitted to DE Representative Lisa Blunt Rochester’s office, and though the application was denied in the highly competitive process, recommendations were made. Congratulations were offered to DSU on behalf of their successful request for funding. DDP has also requested funds from USDA Rural Development to develop a revolving loan fund. Todd asked for clarification on what the revolving loan fund entailed. Diane explained that it is an advanced program often set up by Main Street programs so that they can handle a flow of funds. The revolving loan fund means that money goes out to people, business owners in need, and then it gets repaid with low or no interest terms. Diane then discussed the Committee Work Plans and a training she attended about two weeks ago in Greenville. The topic was Crime Prevention Through Environmental Design (CPTED). Crime prevention through environmental design is a known way to prevent crime. A handout was displayed. Legislative Updates: Todd informed the members that Senator Pardee was not present, but Representative Bush would give an update. Rep. Bush discussed that there is money available at the state level, particularly from Rep. Andrea Bennett, a new member of the Bond Committee. He discussed Senate Bill 127, a Site Readiness Fund Bill, which is money that's allocated if you have an area you just want to develop to turn into a feeder for businesses. He also discussed House Bill 177, a bill that requires all vendors to accept cash payments. This is something that could affect Downtown Dover. DRAFT May 21, 2021 - DDP Online Zoom Meeting

Rep. Bush continued with discussing Senate Bill 95, a four-year scholarship to Delaware State University and House Bill 215, a bill which is going to allow for the delivery of alcohol similar to a delivery service that other states have. Finally, he discussed House Bill 195: the Body Cam bill for police officers. City Updates: Mayor Christensen acknowledged the council and their continued commitment to our community policing efforts. Todd brought up the development efforts with Habitat and NCALL on the residential areas over on New Street and Queen Street, Kirkwood Street. Councilman Taylor thanked the new members. He also discussed the potential new substation and a mobile command center, which seemed to have more traction with the committee. The mayor then acknowledged the beautification efforts of Destination Downtown Dover with spring flowers. Todd asked for updates from Matt Harline, who discussed moving the Meeting House Project. Dave Hugg provided updates on the eventual relocation of the Dover Post Office. Kent County Tourism (KCT): Executive Director Pete Bradley gave updates on higher website traffic and new photography efforts on behalf of the committee. They are expecting a busy summer with NASCAR, Delaware State Fair, Delaware Turf and Firefly. Wesley College: President Bob Clark emphasized the support that they received from the Kent County legislators. He stated that the merger was going to provide opportunities, expanded opportunities, for those they serve: the students as well as then the communities that they will go forth and serve. Matt Harline acknowledged the job Bob had done through the pandemic. Bayhealth: Senior Vice President John Van Gorp discussed the discontinuation of COVID efforts, as local offices are now able to handle the questions about vaccinations and testing. Diane acknowledged the work that Carla Wilson has been doing as Co-Chair for the safety portion of parking and safety for this year, and for heading up the Downtown Dover Ambassador program. All changes to board/committee membership will take effect July 1, 2021 (launch of Fiscal year 2022.) Public Comment: No public comments. Call to Adjourn: John Van Gorp motioned, Jonathan Street seconded, unanimous approval. Meeting adjourned at 8:50 am. KFR/DL DRAFT May 21, 2021 - DDP Online Zoom Meeting

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4 DOWNTOWN DOVER » FOOVER COMMITTEE WORKPLANS - SUMMARY Fiscal Year 2022 (July 2021 - June 2022) 101 West Loockerman Street, Suite 1-A FULL DOCUMENT AVAILABLE Dover, DE 19904 FROM DDP OFFICES UPON DowntownDoverPartnership.com REQU EST 302-678-2940 302-678-2940 VISION An increasingly vibrant and thriving downtown. A regional destination. People of all ages will fill downtown to visit museums and cultural attractions, have a nice meal, shop at unique retail stores, and enjoy numerous, varied and playful things to do, both inside and outdoors. It’s happening downtown! MISSION The Downtown Dover Partnership is committed to driving an improved quality of life for the residents and visitors of Dover, Delaware, through collective collaboration, economic development and promotion of downtown Dover’s unique historic properties. MARKET-BASED STRATEGIES 1. Align DDP activities to capture potential customers from, and collaborate with, institutions of higher learning in and near downtown Dover. 2. Align DDP activities to capture potential customers identified by Kent County Tourism and those inherent to the local historic attractions as well as institutions near to downtown Dover. Attract local workforce and residents to eat, shop and explore downtown. 4. Ensure DDP committee activities address downtown safety, convenient and customer-friendly parking, and building occupancy/maintenance, as well as advocate for improvements to transportation and downtown infrastructure. As adopted 2019 by DDP Board of Directors* 68 *Updates to reflect recent developments to be addressed in FY 2022.

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~ Hiras PARTNERSH my { = q | in! Shop Eat Explore and Repea |p Fiscal Year 2021 fff \ DOWNTOWN - Board of Directors ) OVER Handbook =i FULL DOCUMENT AVAILABLE FROM DDP OFFICES UPON REQUEST 302-678-2940 DowntownDover.com 101 W. Loockerman St Suite 1-A Dover, DE 19904 302-678-2940 Our vision for Downtown Dover... An increasingly vibrant and thriving downtown. A regional destination. People of all ages will fill downtown to visit museums and cultural attractions, have a nice meal, shop at unique retail stores, and enjoy numerous, varied and playful things to do, both inside and outdoors. It’s happening downtown! Our Mission The Downtown Dover Partnership is committed to driving an improved quality of life for the residents and visitors of Dover, Delaware, through collective collaboration, economic development and promotion of downtown Dover’s unique historic properties. The DDP is one of only four accredited Main Street ° communities in the State of Delaware.

TABLE OF CONTENTS Introduction Letter of Welcome.... istens History of the Downtown Dover Partnership (DDP) DDP Bylaws......... The Downtown Dover Partnership: An Accredited Main Street Program ACCHECitatTION Le seseeseesestesteeeeseeseeneesueeseeseeseesessesesssussnssssuesnssneaussusstsusesesesaseaneaneneens 23 See also Appendix P. 107 for Accreditation Requirements. Main Street America Fundamentals and Transformation Strategies. 24 Four Points of Main Street .... Ten Criteria of Recognition... 26 Eight Principles of Revitalization.. wee 27 DDP Strategic Plan: Outcome (November 2018)... srnaneninnenseNTTTTLO Full Strategic Plan* Current Work of the DDP 2020 Annual Report (Calendar Year)... cessssseseseseseessesesseeesseesssnenesnesteneseeses 31 Fiscal Year 2021 Meeting Minutes (September 2020 — May 2021)........s00006637 Fiscal Year 2022 (July 1, 2021 — June 30, 2022) Workplan Summary... Full Workplan** Downtown Dover Partnership-Owned Properties Property SUMMay ANC liStiNg......esessessesesesnessessesneseseeseeseeseeesssesesnesesneaesseeseeenes 77 Board Member Roles and Responsibilities Legal Duties of a Board Member Board Member Agreement & Conflict of Interest.... DDP Organizational Documents Certificates of Incorporation Downtown Dover Partnership Corporation Main Street Dover, Inc. Certificate Of Dissolution... Certificate of Voluntary Dissolution a Certificate of Change of Registered Agent/Office.............00 104 Appendix Main Street America New Community Accreditation Standards Maps of downtown.. DDP Website Insurance policies and other important organizational documents* *Budget herein is draft until final reconciliation in August 2021; final budget to be provided Sept. 2021. **Available from DDP staff upon request.

Diane Laird Subject: FW: Form 990 - A few questions and clarifications From: Bill Winters <bwinters@mitten-winters.com> Sent: Tuesday, June 8, 2021 3:02 PM To: Diane Laird <diane@downtowndoverpartnership.com> Subject: RE: Form 990 - A few questions and clarifications | would not amend as these items are deminimis to the return as a whole. Bill From: Diane Laird <diane@downtowndoverpartnership.com> Sent: Tuesday, June 08, 2021 2:49 PM To: Bill Winters <bwinters@mitten-winters.com> Subject: Re: Form 990 - A few questions and clarifications If it is not necessary to refile, then | suggest no need to take the time unless you believe it’s in DDPs best interest to do so. Best, Diane Laird Downtown Dover Partnership 302-678-2940 On Jun 8, 2021, tS a: ao a Bill a <bwinters@mitten-winters.com> wrote: Pesca Diane, | think #1 Ae bs 8 are inet only changes to the amended 990. An amended 990 is actually not needed for such diminimis changes and the financial info doesn’t change. However, give me the ok and | will process the amended 990. Let me know. Bill

06/01/2021 3:27 PM Form 990 Return of Organization Exempt From Income Tax nb Ho, 1645-0047, (Rev. January 2020) Under section 504(c), 527, or 4947(a)(1) of the Internal Revenue Code (except private foundations) 201 9 Deparment of the Treasury > Do not enter social security numbers on this form as it may be made public. Open to Public Internal Revenue Service > Go to www.irs.gov/Form990 for instructions and the latest information. Inspection A__For the 2019 calendar year, or tax year beg B_ Checkif applicable: C Name of organization and ending D Employer identification number |_] Address change DOWNTOWN DOVER PARTNERSHIP CORPORAT Doing business as 51-0327371 QO Name change Number and street (or P.O. box if mail is not delivered to street address) E Telephone number [] initat return 101 W LOOCKERMAN ST Final return! City or town, state or province, country, and ZIP or foreign postal code terminated DOVER DE _ 19904 i 612,058 a Amended return Qeeines . F Name and address of principal officer: O Application pending H(a) Is this a group return for subordinales? O Yes [x] No H(b) Are all subordinates included? O Yes O No If"No," altach a list. (see instructions) 1__ Tax-exempt status: Lsoreysy [X] sone) ( 6 ) deinsertnoy [| 4947(0)(1) oF 527 J Website: > www. downtowndoverpartnership.com H(c) Group exemption number K__Formoforganization: _[X] Corporation Tnst Association Other > L_Yearof formation: 1990 | m_Stateoftegal domicile: DE Part | Summary 1 Briefly describe the organization's mission or most significant activities: _, DEVELOP THE ECONOMIC, CULTURAL AND HISTORIC RESOURCES OF DOWNTOWN DOVER, TO : “RESIDENTIAL POTENTIAL OF THE CENTRAL DOVER AREA 2 Check this box > if the organization discontinued its operations or disposed of more than 25% of its net assets. 3 Number of voting members of the governing body (Part Vi, line 1a) 4 Number of independent voting members of the governing body (Part VI, line 1b) 5 6 Total number of individuals employed in calendar year 2019 (Part V, line 2a) Total number of volunteers (estimate if necessary) 7a Total unrelated business revenue from Part VIII, column (C), line 12 b Net unrelated business taxable income from Form 990-T, line 39 Activities & Governance 8 Contributions and grants (Part VIII, line 1h) 9 Program service revenue (Part VII, line 2g) 10 Investment income (Part VIII, column (A), lines 3, 4, and 7d) _ 11 Other revenue (Part VIII, column (A), lines 5, 6d, 8c, 9c, 10c, and 11e) 12 Total revenue — add lines 8 throug 43 Grants and similar amounts paid (Part IX, column (A), lines 1-3) Revenue 14 Benefits paid to or for members (Part IX, column (A), line 4) 0 y | 15 Salaries, other compensation, employee benefits (Part IX, column (A), lines 5-10) 155,357 2 | 16aProfessional fundraising fees (Part IX, column (A), line 11¢) (e) 2 b Total fundraising expenses (Part IX, column (D), line 25) > i 47 Other expenses (Part IX, column (A), lines 11a-11d, 11f-24e) _ 188,420 48 Total expenses. Add lines 13-17 (must equal Part IX, column (A), line 25) 343,777 49 Revenue less expenses. Subtract line 18 from line 12 -401,634 36,145 Beginning of Current Year End of Year 20 Total assets (Part X, line 16) 21 Total liabilities (PartX, line 26) Z| 22 Net assets or fund balances. Subtract line 21 from line 20 . . in schedules and statements, and to the best of my knowledge and belief, it is Obfll inforrhation of which preparer has any knowledge. Part Il Signature Block = ms Under penalties of perjury, | declare that | have examined this /@tarm ( fice > Signature of officer Date true, correct, and complete. Declaration of preparer (other thai b> Todd Stonesifer President Type or print name and title Date Check il 05/17/21 ployed 5,311,510 2,216,472 3,095,038 Net Assets or ‘und Balances ying si PrinVType preparers name Preparer’s signature PTIN Paid WILLIAM F WINTERS P00208727 Preparer | cimsname > MITTEN & WINTERS, LLP, CPAS Firm's EIN > 51-0288116 Use Only P.O. Box 492 Firm's address Dover, DE 19903-0492 Phone no. 302-736-6100 May the IRS discuss this return with the preparer shown above? (see instructions) |. a0 No For Paperwork Reduction Act Notice, see the separate instructions. Form 990 (2019) DAA

06/01/2021 3:27 PM Form 990 (2019) DOWNTOWN DOVER PARTNERSHIP CORPORAT 51-0327371 Page 2 Part Ill Statement of Program Service Accomplishments Check if Schedule O contains a response or note to any line inthis PartIll. x] 1 Briefly describe the organization's mission: DEVELOP THE ECONOMIC, CULTURAL AND HISTORIC RESOURCES OF DOWNTOWN DOVER, TO / COMME 2 Did the organization undertake any significant program services during the year which were not listed on the prior Form 990 or 990-EZ? oO Yes fx] No If "Yes," describe these new services on Schedule O. 3 Did the organization cease conducting, or make significant changes in how it conducts, any program BOCES cc cccscsssessesssttuecguvtinisessnsiseesessitssesssssiisestsssisusrssietssiiiteesivnseesenveeeesan L] Yes [X] No If "Yes," describe these changes on Schedule O. 4 Describe the organization's program service accomplishments for each of its three largest program services, as measured by expenses. Section 501(c)(3) and 501(c)(4) organizations are required to report the amount of grants and allocations to others, the total expenses, and revenue, if any, for each program service reported. 4d Other program services (Describe on Schedule O.) (Expenses $ 12,045 including grants of $ ) (Revenue $ ) 4e Total program service expenses > 204,085 DAA Form 990 (2019)

06/01/2021 3:27 PM Form 990 (2019) DOWNTOWN DOVER PARTNERSHIP CORPORAT 51-0327371 Part IV Checklist of Required Schedules 10 1 12a 13 14a 15 16 17 18 19 20a 21 DAA Is the organization described in section 501(c)(3) or 4947(a)(1) (other than a private foundation)? /f “Yes,” complete Schedule A Did the organization engage in direct or indirect political campaign activities on behalf of or in opposition to candidates for public office? If "Yes,"complete Schedule C, Party occ ccccvecsevsevavsevsescsecstscsevsseseveseesece Section 501(c)(3) organizations. Did the organization engage in lobbying activities, or have a section 501(h) election in effect during the tax year? /f "Yes," complete Schedule C, Part Il assessments, or similar amounts as defined in Revenue Procedure 98-19? /f "Yes," complete Schedule C, Part Ill Did the organization maintain any donor advised funds or any similar funds or accounts for which donors have the right to provide advice on the distribution or investment of amounts in such funds or accounts? /f "Yes," complete Schedule D, Part | Did the organization receive or hold a conservation easem: ig easements to preserve open space, the environment, historic land areas, or historic structures? /f “Yes,” complete Schedule D, Part Did the organization maintain collections of works of art, historical treasures, or other similar assets? /f “Yes,” complete Schedule D, Part Ill Did the organization report an am , line 21, for escrow or custodial account liability, serve as a custodian for amounts not listed in Part X; or provide credit counseling, debt management, credit repair, or debt negotiation services? If "Yes," complete Schedule D, PartIV Did the organization, directly or through a related organization, hold assets in donor-restricted endowments or in quasi endowments? if "Yes," complete Schedule D, Part oc ccceceevevsvsceesevavsesesevavsesevevesvevsesees If the organization's answer to any of the following questions is “Yes,” then complete Schedule D, Parts VI, VII, VIII, IX, or X as applicable. Did the organization report an amount for land, buildings, and equipment in Part X, line 10? If "Yes,” Complete Schedule D, Part oc ccccecseseescsceccscscssussesevssevsvscesvevacsevaacsseevavatssatsacatstvassevacsesecs Did the organization report an amount for investments—other securities in Part X, line 12, that is 5% or more of its total assets reported in Part X, line 16? /f "Yes," complete Schedule D, Part VII Did the organization report an amount for investments—program related in Part X, line 13, that is 5% or mo of its total assets reported in Part X, line 16? /f "Yes," complete Schedule D, Part VIII Did the organization report an amount for other assets in Part X, line 15, that is 5% or more of its total assets reported in Part X, line 16? If "Yes," complete Schedule D, PartIX Did the organization report an amount for other liabilities in Part X, line 257 /f "Yes," comple! 5 . Did the organization's separate or consolidated financial statements for the tax year include a footnote that addresses the organization's liability for uncertain tax positions under FIN 48 (ASC 740)? If "Yes," complete Schedule D, PartX Did the organization obtain separate, independent audited financial statements for the tax year? If “Yes,” complete SCHEGUE Di PAS XU NE XU. oc caecsswssonaseycosvsvsssouuysense uv espeun eviews SereeeRays NCEE T EULER A Sinanneteaseanseepmnemas Was the organization included in consolidated, independent audited financial statements for the tax year? /f "Yes," and if the organization answered "No" to line 12a, then completing Schedule D, Parts XI and XII is optional Is the organization a school described in section 170(b)(1)(A)(ii)? If “Yes,” complete Schedule E 7 Did the organization maintain an office, employees, or agents outside of the United States? sees Did the organization have aggregate revenues or expenses of more than $10,000 from grantmaking, fundraising, business, investment, and program service activities outside the United States, or aggregate foreign investments valued at $100,000 or more? If “Yes,” complete Schedule F,PartslandIV Did the organization report on Part IX, column (A), line 3, more than $5,000 of grants or other assistance to or for any foreign organization? /f “Yes,” complete Schedule F, Parts Wand Did the organization report on Part IX, column (A), line 3, more than $5,000 of aggregate grants or other assistance to or for foreign individuals? /f “Yes,” complete Schedule F, Parts MlandIV Did the organization report a total of more than $15,000 of expenses for professional fundraising services on Part IX, column (A), lines 6 and 11? /f “Yes,” complete Schedule G, Part |(see instructions) ec cceeeeeseeeees Did the organization report more than $15,000 total of fundraising event gross income and contributions on Part VIII, lines 1c and 8a? If "Yes,"complete Schedule G, Part W ooo cccececcscesevseeseeseeseesseeceesessesssevsecees Did the organization report more than $15,000 of gross income from gaming activities on Part VIII, line 9a? If "Yes," complete Schedule G, Part Ill Did the organization operate one or more hospital facilities? if “Yes,” complete Schedule H If "Yes" to line 20a, did the organization attach a copy of its audited financial statements to this return? Did the organization report more than $5,000 of grants or other assistance to any domestic organization or domestic government on Part IX, column (A), line 1? /f “Yes,” complete Schedule |, Parts | and II 16 Form 990 (2019)

06/01/2021 3:27 PM Form 990 (2019) DOWNTOWN DOVER PARTNERSHIP CORPORAT 51-0327371 PartIV___ Checklist of Required Schedules (continued) iP py @ <9 22 Did the organization report more than $5,000 of grants or other assistance to or for domestic individuals on Part IX, column (A), line 2? If “Yes,” complete Schedule |, PartstandM 23 Did the organization answer “Yes” to Part VII, Section A, line 3, 4, or 5 about compensation of the organization's current and former officers, directors, trustees, key employees, and highest compensated employees? If "Yes,"complete Schedule Docc ccccccscsesevsevecsecsevsessvsevevetevssvssvasvasvacuaesevseesesenes 24a Did the organization have a tax-exempt bond issue with an outstanding principal amount of more than $100,000 as of the last day of the year, that was issued after December 31, 2002? /f “Yes,” answer lines 24b through 24d and complete Schedule K. If “No,” go to line 25a c Did the organization maintain an escrow account other than a refunding escrow at any time during the year to defease any tax-exempt bonds? d_ Did the organization act as an “on behalf of’ issuer for bonds outstanding at any time during the year? . 25a Section 501(c)(3), 501(c)(4), and 501(c)(29) organizations. Did the organization engage in an excess transaction with a disqualified person during the year? /f “Yes,” complete Schedule L, Part I ue b Is the organization aware that it engaged in an excess benefit transaction with a disqualified person in a prior year, and that the transaction has not been reported on any of the organization's prior Forms 990 or 990-EZ? If"Yes,"complete Schedule by Paty oc cccccecseseesesesevsvseesevscsavsevacesvassvacsavssvaeesecsevavsavsevatsevecs 26 Did the organization report any amount on Part X, line 5 or 22, for receivables from or payables to any current or former officer, director, trustee, key employee, creator or founder, substantial contributor, or 35% controlled entity or family member of any of these persons? /f “Yes,” complete Schedule L, Patil 27 _ Did the organization provide a grant or other assistance to any current or former officer, director, trustee, key employee, creator or founder, substantial contributor or employee thereof, a grant selection committee member, or to a 35% controlled entity (including an employee thereof) or family member of any of these persons? If “Yes,” complete Schedule L, Part ooo ccccceceeseevesessessessevsceacesesevaseecescvasvesevaceaeeasese 28 Was the organization a party to a business transaction with one of the following parties (see Schedule L, Part IV instructions, for applicable filing thresholds, conditions, and exceptions): a Accurrent or former officer, director, trustee, key employee, creator or founder, or substantial contributor? /f “Yes,” complete Schedule L, Part 1V A family member of any individual described in line 28a? /f “Yes,” complete Schedule L, Part Vv. c¢ A35% controlled entity of one or more individuals and/or organizations described in lines 28a or 28b? If “Yes,” complete Schedule Ly Pat coc ccscesessvesssessessereesessesevesessessessssstavesevesevsresreeveeveeeee 29 Did the organization receive more than $25,000 in non-cash contributions? /f *Yes,” complete Schedule M 30 Did the organization receive contributions of art, historical treasures, or other similar assets, or qualified conservation contributions? /f “Yes,” complete Schedule M 31 Did the organization liquidate, terminate, or dissolve and cease operations? /f “Yes,” complete Schedule N, Part | ae 32 Did the organization sell, exchange, dispose of, or transfer more than 25% of its net assets? /f “Yes,” complete Schedule N, Part! 33 Did the organization own 100% o ly garded as separate from the organization under Regulations sections 301.7701-2 and 301.7701-3? /f “Yes,” complete Schedule R, Part! 34 Was the organization related to any tax-exempt or taxable entity? /f “Yes,” complete Schedule R, Part Il, Ill, or lV, and Part V, line 1. 35a Did the organization have a controlled entity within the meaning of section 512(b)(13)? b_ If"Yes" to line 35a, did the organization receive any payment from or engage in any transaction with a controlled entity within the meaning of section 512(b)(13)? /f “Yes,” complete Schedule R, Part V,line2 36 Section 501(c)(3) organizations. Did the organization make any transfers to an exempt non-charitable related organization? If “Yes,” complete Schedule R, Part Vj line 2 cc ceccescaseesesstesessesessesstesesesseeseen 37 Did the organization conduct more than 5% of its activities through an entity that is not a related organization and that is treated as a partnership for federal income tax purposes? /f “Yes,"complete Schedule R, PatV) 38 Did the organization complete Schedule O and provide explanations in Schedule O for Part VI, lines 11b and 19? Note: All Form 990 filers are required to complete Schedule O. Part V Statements Regarding Other IRS Filings and Tax Compliance Check if Schedule O contains a response or note to any line in this Part V 7 ts i Ey _ Yes 1a_ Enter the number reported in Box 3 of Form 1096. Enter -0- if not applicable ¢ Did the organization comply with backup withholding rules for reportable payments to vendors and reportable gaming (gambling) winnings to prize winners? ... DAA Form 990 (2019)

06/01/2021 3:27 PM Form 990 (2019) DOWNTOWN DOVER PARTNERSHIP CORPORAT 51-0327371 Page 5 Part V Statements Regarding Other IRS Filings and Tax Compliance (continued) 2a 3a 4a 5a 6a on szsenon 12a 13 14a 15 16 DAA Enter the number of employees reported on Form W-3, Transmittal of Wage and Tax Statements, filed for the calendar year ending with or within the year covered by this return Note: If the sum of lines 1a and 2a is greater than 250, you may be required to e-file (see instructions) Did the organization have unrelated business gross income of $1,000 or more during the year? If*Yes,” has it filed a Form 990-T for this year? If “No” to line 3b, provide an explanation on Schedule O __ At any time during the calendar year, did the organization have an interest in, or a signature or other authority over, a financial account in a foreign country (such as a bank account, securities account, or other financial account)? If Yes,” enter the name of the foreign country ccc cccceceecesecsscescsevatevesvseesseveessevsevaserevsevaeaees See instructions for filing requirements for FinCEN Form 114, Report of Foreign Bank and Financial Accounts (FBAR). Was the organization a party to a prohibited tax shelter transaction at any time during the tax year? Did any taxable party notify the organization that it was or is a party to a prohibited tax shelter transaction? . If *Yes" to line Sa or 5b, did the organization file Form 8886-T? Does the organization have annual gross receipts that are normally greater than $100,000, and did the organization solicit any contributions that were not tax deductible as charitable contributions? = If “Yes,” did the organization include with every solicitation an express statement that such contributions or GINS WOPE IROL TEXAS UU CUD? ss mansancy ues sawn esr vestoceaes snes et rc tutes WSATSHTG INSETS Ch cLaebaeanonronpentaenseeneneenaenre Organizations that may receive deductible contributions under section 170(c). Did the organization receive a payment in excess of $75 made partly as a contribution and partly for goods and services provided to the payor? __ If “Yes,” did the organization notify the donor o' je goods or services provided? _ Did the organization sell, exchange, or otherwise dispose of tangible personal property for which it was required to file Form 8282? If the organization received a contribution of qualified intellectual property, did the organization file Form 8899 as required? If the organization received a contribution of cars, boats, airplanes, or other vehicles, did the organization file a Form 1098-C? Sponsoring organizations maintaining donor advised funds. Did a donor advised fund maintained by the sponsoring organization have excess business holdings at any time during the year? Sponsoring organizations maintaining donor advised funds. Did the sponsoring organization make any taxable distributions under section 4966? Did the sponsoring organization make a distribution to a donor, donor advisor, or related person? __ Section 501(c)(7) organizations. Enter: Section 501(c)(12) organizations. Enter: Gross income from members or shareholders eee ee eee eee ee ee eee eee C eee CeCe eee eee eee rere eee eee Gross income from other sources (Do not net amounts due or paid to other sources against amounts due or received from them.) Section 501(c)(29) qualified nonprofit health insurance issuers. Is the organization licensed to issue qualified health plans in more than one state? occ ceeceeececeueeseeee Note: See the instructions for additional information the organization must report on Schedule O. Enter the amount of reserves the organization is required to maintain by the states in which the organization is licensed to issue qualified health plans Enter the amount of reserves on hand If"Yes," has it filed a Form 720 to report these payments? /f "No," provide an explanation on Schedule O .. Is the organization subject to the section 4960 tax on payment(s) of more than $1,000,000 in remuneration or excess parach tite) payment(s) MONO MNS OEE a oscnpeusnces capers aeacossemecarraT nee eEEEE TREE If "Yes," see instructions and file Form 4720, Schedule N. Is the organization an educational institution subject to the section 4968 excise tax on net investment income? If"Yes," complete Form 4720, Schedule O. Form 990 (2019)

06/01/2021 3:27 PM Form 990 (2019) DOWNTOWN DOVER PARTNERSHIP CORPORAT 51-0327371 Page 6 Part VI Governance, Management, and Disclosure For each "Yes" response fo lines 2 through 7b below, and for a "No" response to line 8a, 8b, or 10b below, describe the circumstances, processes, or changes on Schedule O. See instructions. Check if Schedule O contains a response or note to any line in this Part VI Section A. Governing Body and Management ta Enter the number of voting members of the governing body atthe end ofthetaxyear If there are material differences in voting rights among members of the governing body, or if the governing body delegated broad authority to an executive committee or similar committee, explain on Schedule O. b Enter the number of voting members included on line 1a, above, who are independent = 2 Did any officer, director, trustee, or key employee have a family relationship or a business relationship with any other officer, director, trustee, or key employee? ccc cececcecececeuscessecsssestecsstesstevseesteessteseees 3 Did the organization delegate control over management duties customarily performed by or under the direct supervision of officers, directors, trustees, or key employees to a management company or other person? 4 Did the organization make any significant changes to its governing documents since the prior Form 990 was Did the organization become aware during the year of a significant diversion of the organization's assets? 6 Did the organization have members or stockholders? 7a Did the organization have members, stockholders, or other persons who had the power to elect or appoint One or more members of the governing body? cc eccecscescecseceseseesecesseesssesseesssessteseesesensteeees b Are any governance decisions of the organization reserved to (or subject to approval by) members, Stockholders, or persons other than the governing body? occ eccececssceeestesscesseessceescecssetstetsserstensees 8 Did the organization contemporaneously document the meetings held or written actions undertaken during the year by the following: a_ The governing body? a 9 Is there any officer, director, trustee, or key employee listed in Part VII, Section A, who cannot be reached at the organization's mailing address? lf “Yes,” provide the names and addresses on Schedule Ou. Did the organization have local chapters, branches, or affiliates? oc cccccccesesceseeseesecatseeseessceaeeae b_ If "Yes," did the organization have written policies and procedures governing the activities of such chapters, affiliates, and branches to ensure their operations are consistent with the organization's exempt purposes? ............ 0... ec ee eee ee 11a Has the organization provided a complete copy of this Form 990 to all members of its governing body before filing the form? b Describe in Schedule O the process, if any, used by the organization to review this Form 990. 12a Did the organization have a written conflict of interest policy? If*No,"gotoline13 b Were officers, directors, or trustees, and key employees required to disclose annually interests that could give rise to conflicts? c Did the organization regularly and consistently monitor and enforce compliance with the policy? /f “Yes,” describe in Schedule O how this was done 13 14 Did the organization have a written document retention and destruction policy? 15 Did the process for determining compensation of the following persons include a r ppl ry independent persons, comparability data, and contemporaneous substantiation of the deliberation and decision? The organization's CEO, Executive Director, or top management official b Other officers or key employees of the organization _ If “Yes” to line 15a or 15b, describe the process in Sch 16a Did the organization invest in, contribute assets to, or participate in a joint ‘entire or similar arrangement with a taxable ently during the year? i ccccccscecesesssesscseesesacsacsaesesessessesessesecseseeseesesessesseseaes b_ If “Yes,” did the organization follow a written policy or procedure requiring the organization to evaluate its participation in joint venture arrangements under applicable federal tax law, and take steps to safeguard the organization's exempt status with respect to such arrangements? Section C. Disclosure 17 List the states with which a copy of this Form 990 is required to be filed B NOME oc cececceceeeeeeeveveveaveesveneevevenss 18 Section 6104 requires an organization to make its Forms 1023 (1024 or 1024-A, if applicable), 990, and 990-T (Section 501(c) (3)s only) available for public inspection. Indicate how you made these available. Check all that apply. ia Own website a Another's website [x] Upon request oO Other (explain on Schedule O) 19 Describe on Schedule O whether (and if so, how) the organization made its governing documents, conflict of interest policy, and financial statements available to the public during the tax year. 20 State the name, address, and telephone number of the person who possesses the organization's books and records > DOWNTOWN DOVER PTSH CORP 101 W LOOCKERMAN STREET DOVER DE 19903 302-678-2940 DAA » Form 990 (2019)

06/01/2021 3:27 PM Form 990 (2019) DOWNTOWN DOVER PARTNERSHIP CORPORAT 51-0327371 Page 7 Part VIl_ Compensation of Officers, Directors, Trustees, Key Employees, Highest Compensated Employees, and Independent Contractors Check if Schedule O contains a response or note to any line in this Part VII... SectionA. Officers, Directors, Trustees, Key Employees, and Highest Compensated Employees 4a Complete this table for all persons required to be listed. Report compensation for the calendar year ending with or within the organization's tax year. List all of the organization's current officers, directors, trustees (whether individuals or organizations), regardless of amount of compensation. Enter -0- in columns (D), (E), and (F) if no compensation was paid. List all of the organization's current key employees, if any. See instructions for definition of "key employee." e List the organization's five current highest compensated employees (other than an officer, director, trustee, or key employee) who received reportable compensation (Box 5 of Form W-2 and/or Box 7 of Form 1099-MISC) of more than $100,000 from the organization and any related organizations. e List all of the organization's former officers, key employees, and highest compensated employees who received more than $100,000 of reportable compensation from the organization and any related organizations. @ List all of the organization's former directors or trustees that received, in the capacity as a former director or trustee of the organization, more than $10,000 of reportable compensation from the organization and any related organizations. See instructions for the order in which to list the persons above. Check this box if neither the organization nor any related organization compensated any current officer, director, or trustee. 0 (A) (B) (c) {D) {E) (F) Name and title Average Position Reportable Reportable Estimated amount hours (do not check more than one compensation compensation of other per week box, unless person is both an from the from related compensation (list any officer and a director/trustee) organization organizations from the hours for > (W-2/1099-MISC) (W-2/1099-MISC) organization and related & related organizations organizations 4 below dol ir | ted line) 3 g 38 (i)Kim Adams Bo (2)Peter Bradley (¢) Form 990 (2019) DAA

06/01/2021 3:27 PM Form 990 (2019) DOWNTOWN DOVER PARTNERSHIP CORPORAT 51-0327371 Page 8 Part Vil Section A. Officers, Directors, Trustees, Key Employees, and Highest Compensated Employees (continued) (a) (8) pie (0) ) (F) Name and title Average Reportable Reportable Estimated amount hours & nol che more than one compensation compensation of other per week he untess person Is both an from the from related compensation (list any officer and a directorhrustee) organization organizations from the hours for a5 2 a A =| (W-2/1088-MISC) (W-2/1099-MISC) organization and related af) 2 < [ss related organizations organizations | 88] & § |28 below g8| 3 3 88 dotted line) &| 3 3] 3 s| & 3 g FA & (12) Senator Trey |Paradee Board member (¢) (13) Todd Stonesiffer President 0 (14) Jonathan Street ‘Se v 0 (15) Councilman Ralph Tay. eo erat or ame eae 0 (16) Carla M Wilson nee acerca aera 0 Tb Subtotab cc ecceecccseeeceueeeceeueseseueeeeees ¢ Total from continuation sheets to Part Vil, Section A .. d_ Total (add lines 1b and 1c) 2 Total number of individuals (including but not limited to those listed above) who received more than $100,000 of teportable compensation from the organization > _O 3 Did the organization list any former officer, director, trustee, key employee, or highest compensated employee on line 1a? If “Yes,” complete Schedule J for such individual ooo... oo... vooccccecececccucececcecececteceeeeececes organization and related organizations greater than $150,000? /f “Yes,” complete Schedule J for such individual 5 Did any person listed on line 1a receive or accrue compensation from any unrelated organization or individual for services rendered to the organization? /f “Yes,” complete Schedule J for such Section B. Independent Contractors 1 Complete this table for your five pores! compensated independent contractors that received more than $100,000 of compensation from the organization. Report compensation for the calendar year ending with or within the organization's tax year. Name and othess address (8) Description of services 2 Total number of independent contractors (including but not limited to those listed above) who received more than $100,000 of compensation from the organization > ) DAA Form 990 (2019)

06/01/2021 3:27 PM Part Vill Statement of Revenue Check if Schedule O contains a response or note to any line in this Part VIII (A) (8) (c) Total revenue Related or exempt Unrelated function revenue business revenue = Fr) 22 §3| b E #4 ° 6s} 4 gel e St Ff Bs as ge od oh Pi 2 | 2G ES go 3] a. b Less: entalexpenses| 6b | 232,136 sz Other Revenue Q 10a | Miscellaneous Revenue (D) Revenue excluded from tax under sections 512-514 Federated campaigns Membership dues Fundraising events Related organization: Government grants (contributions) . All other contributions, gifts, grants, N siesed and similar amounts nol included above ........ 5,193 Noncash contributions included in lines 1a-1f .... Total. Add lines 1a-1f > 165,193 Business Code) Total. Add lines 2a-2f.. me 27,60 Investment income (including dividends, interest, and other similar amounts) Income from investment of tax-exempt bond proceeds _ Royalties Lf epg} Gross rents | 400,050) Rentaline.or(oss) [6c | 167,914 sd Net rental income or (loss) ................ ee eee eee eee > 167,914 167,914 Gross amount from sales of assels other than inventory ee basis and sales exps. |_ 7b Gainor(loss) [ze] NeUGaliNiOF (1088) rss sccesecscaccsss .ctez ice die neesstetcenees Gross income from fundraising events (notincluding So, of contributions reported on line 1c). See Part lV, line 18 . bee] Less: direct expenses _ . Net income or (loss) from fundraising events . Gross income from gaming activities. lel | See Part lV, line 19 . Less: direct expenses . _ [ol] | Net income or (loss) from gaming activities ... ae Gross sales of inventory, less lal | returns and allowances Less: cost of goods sold L10b | Net income or (loss) from sales of inventoi Vv Vv B ao wlo PIES | | , MISCELLANEOUS t All ‘other revenue 5 Total. Add lines 11a-11d 18,845 361 Total revenue. See instructions _. 19,206 Form 990 (2019)

06/01/2021 3:27 PM Form 990 (2019) DOWNTOWN DOVER PARTNERSHIP CORPORAT 51-0327371 Part IX Statement of Functional Expenses Section 501(c)(3) and 501(c)(4) organizations must complete all columns. All other organizations must complete column (A). Check if Schedule O contains a response or note to any line in this Part IX Do not include amounts reported on lines 6b, fa (A) ‘otal expenses 7b, 8b, 9b, and 10b of Part Vill. 1 Grants and other assistance to domestic organizations and domestic governments, See Part IV, fine2t 2 Grants and other assistance to domestic individuals. See Part IV, line 22 (8) (c) (0) Program service expenses Management and general expenses Fundraising expenses 3 Grants and other assistance to foreign organizations, foreign governments, and foreign individuals, See Part IV, lines 15 and 16 Benefits paid to orformembers Compensation of current officers, directors, trustees, and keyemployees 6 Compensation not included above to disqualified persons (as defined under section 4958(f)(1)) and persons described in section 4958(c)(3)(B) 144,317 Other salaries andwages Pension plan accruals and contributions (include section 401(k) and 403(b) employer contributions) 72,158 9 Other employee benefits 10 Payrolitaxes 11 Fees for services (nonemployees): 11,040 ~I nd Bb or © rary ay he fo} > fo} 815 Accounting 81 a LOBBYING) sccm acemamonenavesse stern Professional fundraising services. See Part lV, line 17, Investment management fees earonao TaD Other. (If line 119 amount exceeds 10% of line 25, column (A) amount, list line 11g expenses on Schedule 0.) Advertising and promotion Office expenses 12 13 37,95 34,16 L iS) 3,796 3,068 14 15 16 17 18 Information technology Royalties Occupancy Travel rere eee ee eee eee eee eee ee ee eee eee eee es Payments of travel or entertainment expenses for any federal, state, or local public officials Conferences, conventions, and meetings Interest Payments to affiliates . Depreciation, depletion, and amortization Insurance Other expenses. p above (List miscellaneous expenses on line 24e. If line 24e amount exceeds 10% of line 25, column (A) amount, list line 24e expenses on Schedule O.) PARKING/MERCHANT COMMITTE 10,88 foe) al Lad > Nj ony oor jw aO|@ 19 20 24 22 23 24 12,835 63,700 po } |i | 12, 835) ; | 63, 700 8,276 ray rp} fo) iS) foe) 1) a OO) uo 1,257 8,465 ra oO fos) foe} Ww 12,83 63,70 amen 8,034 24,343 343,777 All other expenses Total functional expenses. Add lines 1 through 24e nD PI gaeaan 204,085 7,104 13,071 139, 692 11,27 Nn Joint costs. Complete this line only if the organization reported in column (8) joint costs from a combined educational campaign and fundraising solicitation. Check here > UJ if following SOP 98-2 (ASC 958-720) DAA Ee Form 990 (2019)

06/01/2021 3:27 PM Form 990 (2019) DOWNTOWN DOVER PARTNERSHIP CORPORAT 51-0327371 Page 11 Part X Balance Sheet Check if Schedule O contains a response or note to any line in this PartX sry (A) (B) Beginning of year End of year 1 Cash—non-interest-bearing 846,387 868,577 2 Savings and temporary cash investments __ . 3 Pledges and grants receivable, net . 4 Accounts receivable, net . 5,756 4,016 5 Loans and other receivables from any current or former officer, director, trustee, key employee, creator or founder, substantial contributor, or 35% controlled entity or family member of any of these persons 6 Loans and other receivables from other disqualified persons (as defined tT g under section 4958(f)(1)), and persons described in section 4958(c)(3)(B) __ . 2 7 Notes and loans receivable, net . eee <1 8 Inventories for sale or use | pee 9 Prepaid expenses and deferred charges _ 2,274 10a Land, buildings, and equipment: cost or other basis. Complete Part ViofScheduleD 10a 5,102,367 b Less: accumulated depreciation 4,457,093 4,375,090 11 Investments—publicly traded securities 12 Investments—other securities. See Part IV, ; t—“‘isSCsd tn 13 Investments—program-related. See Part IV, line 11 ee 14 Intangible assets Pot | 15 Other assets. See Part IV, line 11 ee 16 Total assets. Add lines 1 through 15 (must equal line | _-5, 311,510] 16 | 5,247,683 Accounts payable and accrued expenses _ 16,497 Grants payable | 4] Pe Tax-exempt bond liabilities _ ee 21 Escrow or custodial account liability. Complete Part IV of ScheduleD P—~s st | g 22 Loans and other payables to any current or former officer, director, ka 2 trustee, key employee, creator or founder, substantial contributor, or 35% a controlled entity or family member of any ofthese persons, | 23 Secured mortgages and notes payable to unrelated third parties _ | _2,161,187[ 23 | 2,069,026 24 Unsecured notes and loans payable to unrelated third parties ; ——————« 83: _ aa | 25 Other liabilities (including federal income tax, payables to related third parties, and other liabilities not included on lines 17-24). Complete Part X of Schedule D 30,453 30,977 | 2,216,472] 2| 2,116,500 Organizations that follow FASB ASC 958, check here > L] 3 and complete lines 27, 28, 32, and 33. ‘8 |27 Netassets without donor restrictions 27 a 28 Net assets with donor restrictions | sts sé z a and complete lines 29 through 33. — 9|29 Capital stock or trust principal, or current funds 2 30 Paid-in or capital surplus, or land, building, or equipment fund 3 31 Retained earnings, endowment, accumulated income, or other fun: 3,131,183 3s Total net assets or fund balances | _ 3,095,038] 32 | 3,131,183 Total liabilities and net assets/fund balances . | _- 5, 311, 510] 33 | 5,247,683 Form 990 (2019) DAA

06/01/2021 3:27 PM Form 990 (2019) DOWNTOWN DOVER PARTNERSHIP CORPORAT 51-0327371 Page 12 Part XI Reconciliation of Net Assets Check if Schedule O contains a response or note to any line in this Part XI 1 Total revenue (must equal Part VIII, column (A), line 12) 2 Total expenses (must equal Part IX, column (A), line 25) 3 Revenue less expenses. Subtract line 2 fromline1 = 4 Net assets or fund balances at beginning of year (must equal , line 32, column (A)) 5 Net unrealized gains (losses) on investments 6 Donated services and use of facilities 7 Investment expenses _ 8 Prior period adjustments 9 10 Part XIl_ Financial Statements and Reporting Check if Schedule O contains a response or note to any line in this Part XII 1 Accounting method used to prepare the Form 990: O Cash fx] Accrual O Other If the organization changed its method of accounting from a prior year or checked “Other,” explain in Schedule O. 2a Were the organization's financial statements compiled or reviewed by an independent accountant? . If"Yes," check a box below to indicate whether the financial statements for the year were compiled or teviewed on a separate basis, consolidated basis, or both: CO] Separate basis ia Consolidated basis O Both consolidated and separate basis b Were the organization's financial statements audited by an independent accountant? If "Yes," check a box below to indicate whether the financial statements for the year were audited on a separate basis, consolidated basis, or both: O Separate basis O Consolidated basis O Both consolidated and separate basis c If“Yes" to line 2a or 2b, does the organization have a committee that assumes responsibility for oversight of the audit, review, or compilation of its financial statements and selection of an independent accountant? = If the organization changed either its oversight process or selection process during the tax year, explain on Schedule O. 3a_ As a result of a federal award, was the organization required to undergo an audit or audits as set forth in the Single Audit Act and OMB Circular A133 2 oc cccccsesseeacessacescseuecsecscssssecsessvsevseesevtesevsveeeseeents b If"Yes,” did the organization undergo the required audit or audits? If the organization did not undergo the required audit or audits, explain why on Schedule O and describe any steps taken to undergo such audits DAA Form 990 (2019)

06/01/2021 3:27 PM SCHEDULE D Supplemental Financial Statements (Form 990) > Complete if the organization answered “Yes” on Form 990, Part IV, line 6, 7, 8, 9, 10, 11a, 11b, 11c, 14d, 11¢, 14f, 12a, or 12b. > Attach to Form 990. Open to Public > Go to www.irs.qov/Form990 for instructions and the latest information. Inspection Employer identification number OMB No. 1545-0047 2019 Depariment of the Treasury Internal Revenue Service Name of the organization DOWNTOWN DOVER PARTNERSHIP CORPORAT 51-0327371 Part I Organizations Maintaining Donor Advised Funds or Other Similar Funds or Accounts. Complete if the organization answered “Yes” on Form 990, Part IV, line 6. (a) Donor advised funds (b) Funds and other accounts Total number atend of year i eeeeeeeeeeeees Aggregate value of contributions to (during year) . Aggregate value of grants from (during year) Aggregate value atend of year oo ccceeceeeeensee Did the organization inform all donors and donor advisors in writing that the assets held in donor advised funds are the organization's property, subject to the organization's exclusive legal control? oc ccceccceeceeeeeee O Yes O No 6 Did the organization inform all grantees, donors, and donor advisors in writing that grant funds can be used only for charitable purposes and not for the benefit of the donor or donor advisor, or for any other purpose conferring impermissible private benefit? Part Il Conservation Easements. Complete if the organization answered “Yes” on Form 990, Part IV, line 7. 1 Purpose(s) of conservation easements held by the organization (check all that apply). Preservation of land for public use (for example, recreation or education) Preservation of a historically important land area Protection of natural habitat Preservation of a certified historic structure Preservation of open space 2 Complete lines 2a through 2d if the organization held a qualified conservation contribution in the form of a conservation easement on the last day of the tax year. aron = Held at the End of the Tax Year Total number of conservation easements Number of conservation easements on a certified historic structure included in (a) Number of conservation easements included in (c) acquired after 7/25/06, and not ona historic structure listed in the National Register 3 Number of conservation easements modified, transferred, released, extinguished, or terminated by the organization during the tax year > eaoor®s 5 Does the organization have a written policy regarding the periodic monitoring, inspection, handling of violations, and enforcement of the conservation easements itholds? oo cee ccccssssssessssesevssersseceeceeceececees O Yes O No 6 Staff and volunteer hours devoted to monitoring, inspecting, handling of violations, and enforcing conservation easements during the year > 7 Amount of expenses incurred in monitoring, inspecting, handling of violations, and enforcing conservation easements during the year PS cece 8 Does each conservation easement reported on line 2(d) above satisfy the requirements of section 170(h)(4)(B)(i) and section 170(H)(4) BI)? ec ceeceeeseceseessesessesessssssessessiessressisevessussritsvessesareusesseeareteesaretaveveeesess L] Yes [] no 9 In Part XIII, describe how the organization reports conservation easements in its revenue and expense statement and balance sheet, and include, if applicable, the text of the footnote to the organization's financial statements that describes the organization's accounting for conservation easements. Part Ill Organizations Maintaining Collections of Art, Historical Treasures, or Other Similar Assets. Complete if the organization answered “Yes” on Form 990, Part IV, line 8. 1a Ifthe organization elected, as permitted under FASB ASC 958, not to report in its revenue statement and balance sheet works of art, historical treasures, or other similar assets held for public exhibition, education, or research in furtherance of public service, provide in Part XIII the text of the footnote to its financial statements that describes these items. b Ifthe organization elected, as permitted under FASB ASC 958, to report in its revenue statement and balance sheet works of art, historical treasures, or other similar assets held for public exhibition, education, or research in furtherance of public service, provide the following amounts relating to these items: (i) Revenue included on Form 990, Part VIII, line 4 > $ (il) Assets included in Form 990, Part X > $ 2 If the organization received or held works of art, historical treasures, or other similar assets for financial gain, provide the following amounts required to be reported under FASB ASC 958 relating to these items: a Revenue included on Form 990, Part VIII, line 4 b_Assets included in Form 990, Part X For Paperwork Reduction Act Notice, see the Instructions for Form 990. Schedule D (Form 990) 2019 DAA in on

06/01/2021 3:27 PM Schedule D (Form 990) 2019 DOWNTOWN DOVER PARTNERSHIP CORPORAT 51-0327371 Page 2 Partill_ Organizations Maintaining Collections of Art, Historical Treasures, or Other Similar Assets (continued) 3 Using the organization's acquisition, accession, and other records, check any of the following that make significant use of its collection items (check all that apply): a Public exhibition d Loan or exchange program b Scholarly research e Other | c Preservation for future generations 4 Provide a description of the organization's collections and explain how they further the organization's exempt purpose in Part Xill. § During the year, did the organization solicit or receive donations of art, historical treasures, or other similar assets to be sold to raise funds rather than to be maintained as part of the organization's collection? Part IV Escrow and Custodial Arrangements. Complete if the organization answered "Yes" on Form 990, Part IV, line 9, or reported an amount on Form 990, Part X, line 21. 1a Is the organization an agent, trustee, custodian or other intermediary for contributions or other assets not included on Form 990, Part X? Oo Yes | No Amount Distributions during the year Ending valance eee cecceeceesscecssseeesccececsseeessesevssvasecevsuecevseesevaueestaeeesseee ‘2a_ Did the organization include an amount on Form 990, Part X, line 21, for escrow or custodial account liability? | b_If“Yes,” explain the arrangement in Part XIll. Check here if the explanation has been provided on Part XIll_.... Part V Endowment Funds. Complete if the organization answered “Yes” on Form 990, Part IV, line 10. 1a Beginning of year balance b Contributions sees c Net investment earnings, gains, and losses d Grants or scholarships __ e Other expenditures for facilities and programs f Administrative expenses _ g End of year balance _ 2 Provide the estimated percentage of the current year end balance (line 1g, column (a)) held as: a Board designated or quasi-endowment > % b Permanent endowment > __ c Termendowment> The percentages on lines 2a, 2b, and 2c should equal 100%. 3a Are there endowment funds not in the possession of the organization that are held and administered for the organization by: (i) Unrelated organizations (il) Related organizations acc csasessssevsssussssssmessvinesseee b If"Yes" on line 3a(ii), are the related organizations listed as required on Schedule R? , 4 Describe in Part XIll the intended uses of the organization's endowment funds. Part VI Land, Buildings, and Equipment. Complete if the organization answered “Yes” Description of property on Form 990, Part IV, line 11a. See Form 990, Part X, line 10. (a) Cost or other basis (b) Cost or other basis (c) Accumulated (d) Book value (investment) (other) depreciation da Land 2,477,379 c Leasehold improvements d Equipment |. 1,927 e Other om P 116,557 Total. Add lines 1a through 1e. (Column (d) must equal Form 990, Part X, column (B), line 10¢.) _...............-......s sees 4,375,090 Schedule D (Form 990) 2019 DAA

06/01/2021 3:27 PM Schedule D (Form 990) 2019 DOWNTOWN DOVER PARTNERSHIP CORPORAT 51-0327371 Page 3 Part Vil Investments — Other Securities. Complete if the organization answered “Yes” on Form 990, Part IV, line 11b. See Form 990, Part X, line 12. (a) Description of security or calegory (b) Book value (c) Method of valuation: (including name of security) Cost or end-of-year market value (1) Financial derivatives (2) Closely held equity interests _ (3) Other wiles Part Vill Investments — Program Related. Complete if the organization answered “Yes” on Form 990, Part IV, line 11c. See Form 990, Part X, line 13. (a) Description of investment (c) Method of valuation: Cost or end-of-year market value 4 2) [| 3) | 4 | 5 [| 6 Po (/ rere 8 9 | Total. (Column (b) must equal Form 990, Part X, col. (B) line 13.) _..... > [ss Part IX Other Assets. Complete if the organization answered “Yes” on Form 990, Part IV, line 11d. See Form 990, Part X, line 15. (a) Description (b) Book value Part X Other Liabilities. Complete if the organization answered "Yes" on Form 990, Part IV, line 11e or 11f. See Form 990, Part X, line 25. (a) Description of liability (b) Book value (1) Federal income taxes (2) DEPOSITS (3) PAYROLL LIABILITIES 2) (5) (6) (7) (8) (9) Total. (Column (b) must equal Form 990, Part X, col. (B) line 25.) 2. Liability for uncertain tax positions. In Part XIII, provide the text of the footnote to the organization's financial statements that reports the organization's liability for uncertain tax positions under FASB ASC 740. Check here if the text of the footnote has been provided in Part XIll_............ DAA Schedule D (Form 990) 2019

06/01/2021 3:27 PM Schedule D (Form 990) 2019 DOWNTOWN DOVER PARTNERSHIP CORPORAT 51-0327371 Page 4 Part XI Reconciliation of Revenue per Audited Financial Statements With Revenue per Return. Complete if the organization answered “Yes” on Form 990, Part IV, line 12a. 1 Total revenue, gains, and other support per audited financial statements 2 Amounts included on line 1 but not on Form 990, Part VIII, line 12: Net unrealized gains (losses) on investments _ Donated services and use of facilities Recoveries of prior year grants Other (Describe in Part XIII.) Add lines 2a through 2d Subtract line 2e from line 1. 4 Amounts included on Form 990, Part VIII, line 12, but not on line 1: a_ Investment expenses not included on Form 990, Part VIII, line 7b b Other (Describe in Part XII.) c Add lines 4a and 4b eonaonow @ Part XII Reconciliation of Expenses per Audited Financial Statements With Expenses per Return. Complete if the organization answered "Yes" on Form 990, Part IV, line 12a. 1 Total expenses and losses per audited financial statements __ 2 Amounts included on line 1 but not on Form 990, Part IX, line Donated services and use of facilities Prior year adjustments Other losses _ Other (Describe in Part XII, ne Add lines 2a through 2d Subtract line 2e from line 1 Amounts included on Form 990, Part IX, line 25, but not on line 1: Investment expenses not included on Form 990, Part VIII, line 7b b Other (Describe in Part XIII.) c Add lines 4a and 4b 5 Total expenses. Add lines 3 and 4c. (This must equal Form 990, Part |, line 18. Part XIll__ Supplemental Information. Provide the descriptions required for Part Il, lines 3, 5, and 9; Part Ill, lines 1a and 4; Part IV, lines 1b and 2b; Part V, line 4; Part X, line 2; Part XI, lines 2d and 4b; and Part XIl, lines 2d and 4b. Also complete this part to provide any additional information. fF eoaoscD o> Schedule D (Form 990) 2019 DAA

06/01/2021 3:27 PM OMB No. 1545-0047 2019 Open to Public Inspection Employer identification number 51-0327371 SCHEDULE O (Form 990 or 990-EZ) Supplemental Information to Form 990 or 990-EZ Complete to provide information for responses to specific questions on Form 990 or 990-EZ or to provide any additional information. > Attach to Form 990 or 990-EZ. > Go to www.irs.gov/Form990 for the latest information. Department of the Treasury Internal Revenue Service Name of the organization DOWNTOWN DOVER PARTNERSHIP CORPORAT For Paperwork Reduction Act Notice, see the Instructions for Form 990 or 990-EZ. Schedule O (Form 990 or 990-EZ) (2019) DAA

06/01/2021 3:27 PM rom 4562 Department of the Treasury Internal Revenue Service (99) Name(s) shown on return Depreciation and Amortization (Including Information on Listed Property) > Attach to your tax return. > Go to www.irs.gov/Form4562 for instructions and the latest information. OMB No. 1545-0172 2019 Attachment SequenceNo. 179 Identifying number 51-0327371 DOWNTOWN DOVER PARTNERSHIP CORPORAT Business or activily to which this form relates Indirect Depreciation Part | Election To Expense Certain Property Under Section 179 Note: If you have any listed property, complete Part V before you complete Part I. 4 Maximum amount (See instructions) on ccccusesussssvsssevnvssvassesvesssvesssssssesssssssssssssevien 1,020,000 2 3 Threshold cost of section 179 property before reduction in limitation (see instructions) 4 Reduction in limitation. Subtract line 3 from line 2. If zero or less, enter -0- 5 6 (a) Description of property 7 Listed property. Enter the amount from line 29 8 9 10 Carryover of disallowed deduction from line 13 of your 2018 Form 4562 11. Business income limitation. Enter the smaller of business income (not less than zero) or line 5. See instructions Section 179 expense deduction. Add lines 9 and 10, but don't enter more than line 11 Carryover of disallowed deduction to 2020. Add lines 9 and 10, less line 12 __. Note: Don't use Part II or Part Ill below for listed property. Instead, use Part V. Part Il Special Depreciation Allowance and Other Depreciation (Don’t include listed property. See instructions. 14 — Special depreciation allowance for qualified property (other than listed property) placed in service during the tax year. See instructions 15 Property subject to section 168(f)(1) election 16 ___ Other depreciation (including ACRS) .. Part Ill MACRS Depreciation (Don’t include listed property. See instructions. Section A 17 MACRS deductions for assets placed in service in tax years beginning before 2019 oo eee cee eeeeeee eee 17 0 18 If you are electing to group any assets placed in service during the tax year into one or more general asset accounts, check here ............ > Section B—Assets Placed in Service During 2019 Tax Year Using the General Depreciation System (b) Month and year (c) Basis for depreciation placed in (business/investmentuse | (Recovery | 4) Convention () Method only-see instructions) {a) Classification of property (9) Depreciation deduction b _ 5-year property |} — c 7-year property d 10-year property e 15-year property f 20-year property g 25-year property 25 yrs. SIL h_ Residential rental 27.5 yrs. MM Sit property 27.5 yrs. MM Si 1 Nonresidential real MM property MM Section C—Assets Placed in Service During 2019 Tax Year Using the Alternative Depreciation System Class life c 30-year d 40-year Part IV Summary (See instructions.) 21 Listed property. Enter amount from line 28 ccc ceccececeesecceceeutetececeeeessteeecentetteeeesetraaee 22 Total. Add amounts from line 12, lines 14 through 17, lines 19 and 20 in column (g), and line 21. Enter here and on the appropriate lines of your return. Partnerships and S corporations—see instructions ................... 23 For assets shown above and placed in service during the current year, enter the lal sd portion of the basis attributable to section 263A costs .......................... For Paperwork Reduction Act Notice, see separate instructions. Form 4562 (2019) DAA There are no amounts for Page 12,835

06/01/2021 3:27 PM rom 4562 Department of the Treasury Internal Revenue Service (99) Name(s) shown on return Depreciation and Amortization (Including Information on Listed Property) > Attach to your tax return. 2 0 1 9 > Go to www.irs.gov/Form4562 for instructions and the latest information. Stechment 179 Identifying number 51-0327371 OMB No. 1545-0172 DOWNTOWN DOVER PARTNERSHIP CORPORAT Business or activity to which this form relates RENTAL PROPERTY Part | Election To Expense Certain Property Under Section 179 Note: If you have any listed property, complete Part V before you complete Part |. Maximum amount (see instructions) 1 2 3. Threshold cost of section 179 property before reduction in limitation (see instructions) . 4 — Reduction in limitation. Subtract line 3 from line 2. If zero or less, enter -0- 6 (a) Description of property (b) Cost (business use only) 7 Listed property. Enter the amountfromline 29 8 — Total elected cost of section 179 property. Add amounts in column (c), lines 6 and 7 9 Tentative deduction. Enter the smaller of line Sorline8 10 Carryover of disallowed deduction from line 13 of your 2018 Form 4562 | 11 Business income limitation. Enter the smaller of business income (not less than zero) or line 5. See instructions | 12 Section 179 expense deduction. Add lines 9 and 10, but don't enter more than line 11 13 Carryover of disallowed deduction to 2020. Add lines 9 and 10, less line 12 Note: Don't use Part II or Part Ill below for listed property. Instead, use Part V. Part Il Special Depreciation Allowance and Other Depreciation (Don 14 Special depreciation allowance for qualified property (other than listed property) placed in service during the tax year. See instructions 15 Property subject to section 168(f)(1) election 16 __ Other depreciation (including Part Ill MACRS Depreciation (Don’t include listed property. See instructions. Section A 17. MACRS deductions for assets placed in service in tax years beginning before 2019 18 ___ Ifyou are electing to group any assets placed in service during the tax year into one or more general asset accounts, check here (b) Month and year (c) Basis for depreciation placed in (business/investment use service only-see instructions) {a) Classification of property (9) Depreciation deduction 19a__3-year property 5-year property 7-year property 10-year property 15-year property 20-year property 25-year property Residential rental property Nonresidential real property sle|7lo/alol[o Class life b 12-year c 30-year d 40-year PartIV_ Summary (See instructions.) 21 Listed property. Enter amount from line 28 eevee cccececeeceesevecessseesctvseesssevsseessesseess 22 Total. Add amounts from line 12, lines 14 through 17, lines 19 and 20 in column (g), and line 21. Enter here and on the appropriate lines of your return. Partnerships and S corporations—see instructions ................... 69,170 23 For assets shown above and placed in service during the current year, enter the ortion of the basis attributable to section 263A costs ................... ee For Paperwork Reduction Act Notice, see separate instructions. Form 4562 (2019) DAA There are no amounts for Page 2

51-0327371 Asset Federal Asset Report Form 990, Page 1 Date Description In Service Cost Bus Sec Basis % 179Bonus _ for Depr Other Depreciation: I 222 Railroad Ave 4/02/01 133-135 S. GOVERNORS AVE 10/13/06 139-143 S. GOVERNORS AVE 8/15/06 238 RAILROAD AVE 7113104 CAPITAL SCRAPYARD - 1 3/29/05 139-143 GOV AVE 8/27/08 GOV AVE PARK LOT(139-143) 1/31/09 114/116-124-126-128 LOOCKERMAN & 11/08/11 238 RAILROAD DEMOLITION COSTS 9/28/15 111 SNEW ST 1/13/16 SANTA HOUSE 6/20/16 LAPTOPS, PRINTER 12/27/16 Total Other Depreciation Total ACRS and Other Depreciation Grand Totals Less: Dispositions and Transfers Less: Start-up/Org Expense Net Grand Totals 56,746 174,500 101,514 151,091 L112 106,514 161,402 412,857 35,046 331,366 11,855 6,423 1,550,426 1,550,426 1,550,426 0 0 1,550,426 06/01/2021 3:27 PM PerConv Meth Prior Current 56,746 174,500 101,514 151,091 1,112 106,514 161,402 412,857 35,046 331,366 11,855 6,423 1,550,426 1,550,426 1,550,426 0 —___? 1,550,426 UNCCOCUSSSSSS 7,072 0 112,085 0 0 0 2,371 3,211 124,739 124,739 124,739 0 et 124,739

06/01/2021 3:27 PM 51-0327371 Federal Asset Report RENTAL PROPERTY Date Bus Sec Basis Asset Description In Service___ Cost %_ 179Bonus_forDepr_ PerConv Meth Prior Current Other Depreciation: 120 S. GOV - LAND 78/08 257,707 257,707 0 120 S. GOV - BLDG 718/08 981,638 981,638 214,324 680 PARCEL 1 - LAND 5/29/09 28,255 28,255 0 680 PARCEL 2 - LAND 5/29/09 14,127 14,127 0 680 PARCEL 2 - BLDG 5/29/09 118,891 118,891 23,976 684 FOREST - LAND 5/29/09 28,255 28,255 0 684 FOREST - BLDG 5/29/09 237,783 237,783 47,953 22-24 W LOOCKERMAN ST 3/03/10 51,105 51,105 0 22-24 W LOOCKERMAN ST 3/03/10 174,395 174,395 25,578 22-24 W LOOCKERMAN ST 1/06/11 2,532 2,532 0 22-24 W LOOCKERMAN ST 1/06/11 8,639 8,639 1,123 22-24 W LOOCKERMAN ASBESTOS RE 12/10/10 38,538 38,538 5,074 22-24 W. LOOCKERMAN ST RENOVAT. 6/30/11 3,600 3,600 432 22-24 W LOOCKERMAN ST LAND IMR] 3/01/14 135,000 135,000 48,000 22-24 W LOOCKERMAN ST 3/01/14 1,440,033 1,440,033 153,603 22-24 W LOOCKERMAN RENOVATION 9/18/14 4,943 4,943 470 680 PARCEL | DEMO 6/30/18 26,500 26,500 0 Total Other Depreciation 3,551,941 3,551,941 520,533 Total ACRS and Other Depreciation 3,551,941 3,551,941 520,533 Grand Totals 3,551,941 3,551,941 520,533 Less: Dispositions and Transfers 0 0 0 Less: Start-up/Org Expense 0 0 0 Net Grand Totals 3,551,941 3,551,941 520,533