CCW PACKET - REVISED 03-08-2019

COUNCIL COMMITTEE OF THE WHOLE AGENDA MARCH 12, 2019 - 6:00 P.M. REVISED BY ADDING LEGISLATIVE, FINANCE, AND ADMINISTRATION COMMITTEE ITEM #1 - PROPOSED AMENDMENTS TO BY-LAWS - DOWNTOWN DOVER PARTNERSHIP CITY HALL COUNCIL CHAMBERS, 15 LOOCKERMAN PLAZA, DOVER, DELAWARE PUBLIC COMMENTS ARE WELCOMED ON ANY ITEM AND WILL BE PERMITTED AT APPROPRIATE TIMES. WHEN POSSIBLE, PLEASE NOTIFY THE CITY CLERK (736-7008 OR E-MAIL AT CITYCLERK@DOVER.DE.US) SHOULD YOU WISH TO BE RECOGNIZED. PARKS, RECREATION, AND COMMUNITY ENHANCEMENT COMMITTEE AGENDA ADDITIONS/DELETIONS 1. COMMUNITY DEVELOPMENT BLOCK GRANT (CDBG) PROGRAM SEMI-ANNUAL REPORT (STAFF RECOMMENDATION: ACCEPTANCE OF THE REPORT) 2. COMMUNITY DEVELOPMENT BLOCK GRANT (CDBG) APPLICATION REVIEW (STAFF RECOMMENDATION: APPROVAL OF THE RECOMMENDED FUNDING AMOUNTS) 3. ADJOURNMENT OF PARKS, RECREATION, AND COMMUNITY ENHANCEMENT COMMITTEE MEETING UTILITY COMMITTEE AGENDA ADDITIONS/DELETIONS 1. EVALUATION OF PROPOSALS - ELECTRIC ENGINEERING SERVICES (STAFF RECOMMENDATION: AWARD THE BLANKET ENGINEERING SERVICES – ELECTRIC CONTRACT TO PIKE ENGINEERING UNDER THE TERMS SUBMITTED BY THEM IN RESPONSE TO RFP #19-0013EL) 2. ADJOURNMENT OF UTILITY COMMITTEE MEETING LEGISLATIVE, FINANCE, AND ADMINISTRATION COMMITTEE AGENDA ADDITIONS/DELETIONS 1. PROPOSED AMENDMENTS TO BY-LAWS - DOWNTOWN DOVER PARTNERSHIP 2. ADJOURNMENT OF LEGISLATIVE, FINANCE, AND ADMINISTRATION COMMITTEE MEETING ADJOURNMENT OF THE COUNCIL COMMITTEE OF THE WHOLE MEETING /TM S:\AGENDAS-MINUTES-PACKETS-PRESENTATIONS-ATT&EXH\COMMITTEE-AGENDAS\2019\03-12-2019 CCW AGENDA.WPD THE AGENDA ITEMS AS LISTED MAY NOT BE CONSIDERED IN SEQUENCE. PURSUANT TO 29 DEL. C. §10004(E)(2), THIS AGENDA IS SUBJECT TO CHANGE TO INCLUDE THE ADDITION OR THE DELETION OF ITEMS, INCLUDING EXECUTIVE SESSIONS, WHICH ARISE AT THE TIME OF THE MEETING.

CDBG Semi-Annual Report September 2018 – February 2019 CDBG Semi-Annual Review - The City was awarded $270,899 in program funds for fiscal year 2018. - The Consolidated Annual Performance Evaluation Report (CAPER) was submitted in September 2018 and has been approved by HUD. CDBG FY18 Projects Homeownership Assistance Program Three (3) first-time homebuyers received settlement assistance and purchased affordable housing in the City and two (2) families are under contract to purchase homes. Dover Interfaith Mission for Housing CDBG funds were used to provide operations cost for the shelter. This project is currently underway. Connections Community Support Program CDBG funds were used to provide rapid re-housing/rental assistance services for homeless households within the City. Motel vouchers were issued for 30 days stays in November and December to homeless persons within the City. Milford Housing Homeowner Rehabilitation/Emergency Home Repair Programs One (1) single family home has been renovated and two (2) single family homes have received emergency home repairs. Habitat for Humanity Exterior renovations to an existing owner-occupied home in the Restoring Central Dover Revitalization area been completed. Analysis of Impediments (Fair Housing Plan) The city has collaborated with Delaware State Housing Authority, Kent County, Dover Housing Authority, New Castle County and the City of Wilmington to complete a Fair Housing Plan for the State of Delaware that will be submitted to HUD in October 2019. The consortium has selected The Lawyers Committee out of Baltimore, MD as the consultants to complete the Fair Housing Plan. Stakeholder and public engagement meetings will be scheduled in March and April throughout the State.

Parks, Recreation, and Community Enhancement 3/12/2019 Status of FY-18 Program Funds - Fiscal Year 7/1/18- 6/30/19 2018 Grant Projects Project Details Total Grant Funds Expended Unencumbered Balance Funds will be utilized for settlement assistance for Homeownership Assistance Program $105,000 $46,889 $58,111 properties purchased in the City Funds will be utilized for rapid re-housing/rental Connections $5,000 $1,000 $4,000 assistance for homeless persons Funds will be utilized for Dover Interfaith Mission for Housing utility and maintenance $22,000 $15,422 $6,578 cost for the shelter. Funds will be utilized for Milford Housing Development Corp $39,719 $4,608 $35,111 emergency home repairs. Funds will be utilized for Milford Housing Development Corp rehabbing owner $25,000 $25,000 occupied homes. Funds will be utilized to rehab the exterior of Habitat for Humanity $20,000 $13,846 $6,154 owner occupied homes in the RCD area. Total $216,719 $81,765 $134,954

COMMUNITY DEVELOPMENT DEPARTMENT Department of Planning & Inspections P.O. Box 475 Dover, DE 19903 Phone: (302) 736-7175 Fax (302) 736-4217 TO: Parks, Recreation, and Community Enhancement Committee FROM: Tracey N. Harvey, Planner /CDBG Administrator DATE: March 12, 2019 RE: CDBG Grant Recommendations for FY 2019 ________________________________________________________________________________________ Planning Staff has provided the proposed Community Development Block Grant (CDBG) allocation recommendations for the FY 2019 CDBG grant renewal fiscal year. The proposed grant funding recommendations will be allocated to the sub-grantees that were awarded multi-year grants from the approved 2015-2019 Consolidated Plan. The proposed grant allocation for fiscal year 2019 is being estimated due to the FY 2019 appropriations bill not being enacted by Congress at this time. Staff has estimated the proposed budget at $235,000.00. Twenty percent (20%) of the grant will be used for program administration to manage the CDBG program and up to fifteen percent (15%) of the grant will be applied towards public service activities not to exceed $35,250.00. A waiver request was submitted and approved by the Planning Director to accept and include a second application by Dover Interfaith Mission for Housing after the application deadline due to Habitat and Connections Community Support Program not submitting applications for the FY19 program year. Staff is requesting to include a contingency provision in its Action Plan to adjust the proposed budget from the estimated funding levels to match the actual allocation amounts as close to the proposed budget as possible to eliminate the need for additional publications and the citizen participation process in order to submit the final plan to HUD by May 15, 2019. The following activities are projects to be funded with proposed recommended funding allocations by planning staff.

CDBG grant recommendations FY19 2 Homeownership Assistance Program The City will provide settlement assistance up to $20,000.00 to assist up to 3 low to moderate income persons that are first time homebuyers purchase affordable housing in the City of Dover. Grant Request: $60,000 Recommended funded amount: $60,000 Program Administration CDBG funds will be used to oversee management, monitoring and coordination of the CDBG program in the City of Dover. Twenty percent 20% of the total grant allocation will be used to fund program administration. Recommended funded amount: $47,000 Dover Interfaith Mission for Housing CDBG funds will be used for operation costs for the building that will include utility and maintenance costs. This project is a public service activity and subject to the 15% cap requirement. Grant Request: $30,000 Recommended funded amount: $30,000 Dover Interfaith Mission for Housing & Central Delaware Housing Collaborative CDBG funds will be used to renovate an existing vacant building acquired by the Collaborative that will provide shelter for women or women and children. Grant Request: $40,000 Recommended funded amount: $40,000 Milford Housing Development Corporation (Emergency Home Repairs) CDBG funds will be used to complete emergency home repairs for single family residential owner-occupied housing units that are found to be in violation of the City’s Housing Code. This project will serve between 5-15 low income households. Grant Request: $40,000 Recommended funded amount: $33,000 Milford Housing Development Corporation (Homeowner Rehabilitation) CDBG funds will be used to rehabilitate single-family owner-occupied housing units that are found to be in violation of the City’s Housing Code. This project will service between 2-3 low income households. Grant Request: $60,000 Recommended funded amount: $25,000

CITY OF DOVER FY 2015-2019 Multi-Year FY 2019 CDBG GRANT APPLICATION FORM 1. General Applicant Information A. Name, address and phone number of sub-recipient Tracey Harvey City of Dover 15 Loockerman Plaza Dover, DE 19901 (302) 736-7175 ________________________________________________________________________ B. Name, position and signature of person submitting application: Tracey Harvey, Planner I/CDBG Administrator _________________________________________________________________________ Name and position of authorizing official: Same as above. _________________________________________________________________________ C. Name, address and phone number of Contact Person: (If different from B above) Same as above. _________________________________________________________________________ FY 2019 only Activity: Homeownership Assistance Amount Requested: $ 60,000.00______ List Source of Cash Matching Funds $ None___________

2. Low/Moderate-Income Benefit: LOW/MODERATE - INCOME BENEFIT TABLE - Instructions The amount of benefit to low- and moderate-income persons must be calculated for each activity, as described below: 1. In column 1, list the activity. 2. In column 2, show the total number of persons that the activity will serve. 3. In column 3, show the number of low- and moderate-income persons that the activity will serve. 4. In column 4, divide column 3 by column 2 to show the percent of low- and moderate- income persons that the activity will serve. 5. In column 5, show the amount of funds requested for the activity. 6. In column 6, multiply column 4 by column 5 to show the amount of those funds that will be used to benefit low- and moderate-income persons. 7. List the sources of data used to calculate benefit in the space provided at the bottom of this page. LOW/MODERATE-INCOME BENEFIT TABLE 1. Activity 2. Total 3. L/M 4. % L/M 5. Amount 6. Amount Persons Persons Persons Requested L/M Activity will Activity will Activity will for Activity Benefit Serve Serve Serve Settlement 3 families 3 100% $60,000.00 $60,000.00 assistance for 3 first time homebuyers

Source of Data: The Homeownership Assistance Program is advertised on the city’s website and listed in the Delaware Housing Services Directory. All potential applicants must meet the HUD income limits for low to moderate income persons. 3. Management Capacity A. List the person(s) to be responsible for administering the CDBG Project: Sub-Recipient Personnel Title(s) Tracey Harvey_________________ Planner I/CDBG Administrator__ B. Attach resumes or other supporting documentation for the personnel of new applicants, which establishes the capacity of the personnel above to effectively manage a CDBG sub-recipient project. N/A 4. Application Work Plan Each proposed program activity must address each of the following areas. Attach a mission statement and purpose of your organization. A. Each program activity must be addressed separately. Program activities must be listed in order of priority with the program activity of highest priority first. This order of priority for program activities must be followed on all forms contained in this application. • The highest priority for this project is to provide affordable housing to low to moderate income persons. B. Each program activity must be fully described. For rehabilitation programs, this description must include the number of units to be rehabilitated, rental properties to be rehabilitated, any special population groups the rehabilitation program will address, the target area, and the need for the rehabilitation activity. • Funding for this program will be available for three (3) first time homebuyers who will be required to purchase property in the City of Dover and must complete a homeownership

counseling program with a certified HUD counselor before signing a sales contract. Assistance is provided up to $20,000 for properties purchased in the City. The City will place a second mortgage lien on the property and if within 10 years the home is sold, transferred, or the property ceases to be the borrower’s principal residence, the loan becomes due and payable. The interest rate is 0% and is forgiven after 10 years. C. Provide a timetable showing monthly milestones for completion of each activity. • Funding for this program is available on a first come first serve basis and will be drawdown as the applicants purchase properties. D. Attach drawings, plans or other documentation necessary to describe program activities. N/A E. Describe each activity’s conformance with the goals and objectives of the City’s Consolidated Plan. • This project is consistent with Goal 3: Encourage owner occupied housing in low to moderate income areas by providing down payment and closing cost to low income persons who purchase affordable housing in the City of Dover. F. Describe the extent to which the proposed project(s) will address one or more significant priorities identified by the City’s Consolidated Plan. • Housing needs was ranked number two in priorities in the 2015- 2019 Consolidated Plan. By providing homeownership assistance to first time homebuyers, this will assist in eliminating barriers to affordable housing. G. Describe the extent to which the project builds upon previous work or supplements other work that will be funded from other sources. • Annually this project is funded and each year the City reaches its goal by assisting in providing affordable housing to low to moderate income persons. Funding will be available for downtown and city-wide homeownership initiatives.

H. Describe source and amount of any funds used to leverage the City’s portion of the project. Indicate when these funds will be available. Attach documentation of any match. None. 5. Each application should also describe the following: A. Describe any efforts to coordinate with businesses regarding the development of the community as it affects low/moderate-income residents of the area. • The city previously awarded small business loans to merchants in the downtown area to aid in expanding their businesses and to provide employment opportunities for low to moderate income persons. 6. Have you received a sub-recipient grant from the previous funding year? If yes give the total amount $ 105,000.00 in 2018 .

ADDENDUM 2019 CDBG SUB-RECIPIENT APPLICATION FORM Please choose the best option that describes the purpose of your activity from the three objectives. Suitable Living Environment ______ Decent Housing __x __ Economic Opportunity ______ Please choose the best option that will describe the outcome of your activity based on the categories listed below. Availability/Accessibility _______ Affordability ___x_ __ Sustainability _______ Please provide a proposed outcome based on the information below that applies to your activity Number of persons, households, units, or beds assisted as appropriate ____3____ Income level of persons or households by: Very Low _________ % Low_____100___ % Moderate ________ % If your activity benefits a target area, please show the number of persons served and the percentage of low/mod persons served. Your close out report will require you to provide breakdowns of those served by race, ethnicity and disability.

COMMITTEE ACTION FORM PROCEEDING: Committee of the Whole (Utility) AGENDA ITEM NO.: DEPARTMENT OF ORIGIN: Electric Department DATE SUBMITTED: 2/28/2019 PREPARED BY: James S. Robinson, Electric Director SUBJECT: Evaluation of Proposals – Electric Engineering Services REFERENCE: N/A RELATED PROJECT: N/A APPROVALS: Electric Director, City Manager EXHIBITS: N/A EXPENDITURE REQUIRED: As required AMOUNT BUDGETED: N/A FUNDING SOURCE (Dept./Page in CIP & Budget): Funding is provided within the project budget as required and within the Electric Engineering Contractual Services operational budget (410-42-26-99-000-53031) TIMETABLE: Contract to be issued within two (2) weeks of Council approval. RECOMMENDED ACTION: Staff recommends awarding the blanket Engineering Services – Electric contract to Pike Engineering under the terms submitted by them in response to RFP #19-0013EL. BACKGROUND AND ANALYSIS The Electric Department maintains blanket contracts with potential contractors to ensure that the bidding rules are adhered to for any contractors that might be hired to perform work for the Public Works & Electric Departments. This contract is priced as a “time and material” contract. This bid is for electrical engineering support for transmission, distribution and substation design, construction, protection and consultation. Bids were solicited and advertised according to City Policy by the City’s Contract and Procurement Manager under Bid #19-0013EL and bids were received from four (4) potential vendors. All of the bids were complete and the potential vendors were deemed to be capable and competent; therefore, pricing was the determining factor in bid award. Due to the variety of pricing strategies quoted by each vendor, staff created a bid analysis by utilizing actual billing for projects in which the services were used. Under this scenario, Pike Engineering finished with the lowest overall total, followed by Sargent & Lundy, PCE and then Duffield. Pike also had the lowest year over increase in pricing across the potential five (5) years of the contract. Duffield claimed and was given the benefit of the 3% Local Vendor Preference but still finished as with the highest overall costs. The following table is a summary of the scenario pricing: Bidder Year 1 Price Year 5 Price Pike Engineering $52,356 $55,569 Sargent & Lundy $56,401 $63,304 PCE $59,466 $66,930 Duffield $66,224 $74,323

BYLAWS OF DOWNTOWN DOVER PARTNERSHIP CORPORATION ARTICLE I Statement of purpose The purpose of this corporation is to promote the public welfare of the residents of the City of Dover, Delaware by promoting and furthering in any way, the development of the economic, cultural, and historic resources of the downtown area of the City of Dover, and to provide for the residents, to the extent that the common good and general welfare of the community is served. The goal of the corporation is to improve the opportunities for job creation, broaden the tax base through the development of the commercial and residential potential of the Central Dover area, and to maintain and restore the historic architectural and community qualities of the downtown area consistent with the goals of the National Main Street Program. The Downtown Dover Partnership (hereinafter “DDP”) shall focus its efforts within the area depicted on Schedule A, which may be changed from time to time, but only by a majority vote of Board members. ARTICLE II SECTION 1. Control. The entire and complete control of the corporation, including all powers contemplated or provided by the laws of Delaware for members of non-stock corporations, shall be vested in a Board of Directors. 1 Amended and approved by DDP board February 2019, pending final City review

SECTION 2. Board of Directors. The Board of Directors shall consist of seventeen (17) directors, appointed from two (2) categories. At least five (5) members of the Board of Directors must own a commercial property within the Business Improvement District or be a designee of such owners. 1. First Category. a. Five (5) individuals, either elected or appointed, from within the government of the City of Dover. These individuals shall include the City Manager, the City Planner, the Mayor, and two members of City Council, as appointed by City Council. b. One (1) individual from State Legislature or other representative. 2. Second Category. Eleven (11) individuals from the private sector with strong ties and commitment to revitalization of the downtown Dover area; these individuals should not now hold full-time elected or appointed public office. These individuals must include a resident of the downtown Dover area, a downtown business owner, a downtown retailer, a real estate professional whose practice includes the downtown Dover area, a professional services representative whose practice includes the downtown Dover area, a cultural arts representative, the chief executive officer of Bayhealth or his/her designee, the president of Wesley College or his/her designee and the Director of Kent County Tourism of his/her designee. Such 2 Amended and approved by DDP board February 2019, pending final City review

designees must hold senior positions within their respective organizations. Two other members must represent nonprofits, other organizations or individuals with a special interest in downtown. SECTION 3. Appointment and term of Office. Individuals from the City of Dover in the first category (1.a.) shall be nominated and confirmed by City Council. The individual from state legislature or other representative in the first category (1.b.) shall be nominated by the DDP Board President and confirmed by the DDP Board The individuals in the second category, other than the individuals representing Bayhealth, Wesley College, and the County Tourism office, will be nominated by an ad hoc nominating committee appointed annually by the DDP Board President, and confirmed by the DDP Board. Vacancies in this category will be nominated by the DDP Board President and confirmed by the DDP Board. Individuals in the second category shall serve a term of three (3) years. These members shall be eligible for re-appointment to the Board for one (1) additional three (3) year term. After two (2) consecutive terms, such an individual must remain off the Board for at least one (1) year. After such hiatus, an individual may be nominated to the Board again. The terms of members shall be staggered so that no more than four (4) positions shall be vacated in any one (1) year. 3 Amended and approved by DDP board February 2019, pending final City review

SECTION 4. Meetings. An annual meeting of the Board of Directors shall be held during the month June of each year at such time and place as may be designated by the Board of Directors. Special meetings shall be held at the written request of the president or any two (2) Directors of the Board. Directors shall be notified of all meetings at least seven (7) days prior to the date of the meeting. SECTION 5. Quorum. A majority of the members of the Board of Directors shall constitute a quorum to transact business at any meeting of the Board. All transactions exceeding $50,000 must be approved by a majority of Board members. No individual can be counted toward a quorum or vote by proxy, telephone or otherwise than in personal attendance. SECTION 6. Manner of Acting. The act of a majority of the Directors at a meeting at which a quorum is present shall be the act of the Board of Directors unless the act of a greater number is required by law or by these bylaws. SECTION 7. Compensation. Directors shall not receive any salaries for their services as Directors. SECTION 8. Attendance. Each DDP Board Member is expected to attend a majority of DDP Board Meetings throughout their tenure on the Board. Excessive absences shall be referred to the DDP President for consideration and further action, including removal. ARTICLE III 4 Amended and approved by DDP board February 2019, pending final City review

Membership Membership in this corporation shall be limited, at all times, to the members of the Board of Directors. ARTICLE IV Functions The Board shall conduct the business of the corporation, including, inter alia: 1. Hiring and firing the Executive Director; 2. Amending the bylaws of the corporation; 3. Determining the goals, general policies and physical strategy of the corporation; 4. Selecting projects and approving the overall budget of said projects; 5. Approving the administrative budget of the corporation at the Annual Meeting; 6. Approving the Annual Report of the corporation; 7. Approving the Annual Financial Statement of the corporation; and 8. Electing officers and filling vacancies in said offices as may occur from time to time during the year. 9. And such other business as the Board determines is appropriate. 5 Amended and approved by DDP board February 2019, pending final City review

ARTICLE V Officers SECTION 1. Officers. The officers of the corporation shall be a President, a Vice President, a Secretary, a Treasurer, and shall serve as the DDP Executive Committee. The officers shall perform such duties as described in this Article and shall receive no compensation for these stated services. SECTION 2. Election and Term of Office. The Officers of the corporation shall be elected annually by the Board of Director at the regular annual meeting of the Board of Directors. New offices may be created and filled at any meeting of the Board of Directors. Each officer shall hold office until his successor shall have been duly elected. SECTION 3. Removal. Any Officer elected or appointed by the Board of Directors may be removed by the Board of Directors whenever, in its judgment, the best interests of the corporation would be served thereby, but such removal shall be without prejudice to the contract rights, if any, of the Officer so removed. SECTION 4. Vacancies. A vacancy in any office because of death, resignation, removal, disqualification or otherwise, may be filled by the Board of Directors for the unexpired portion of the term. SECTION 5. President. The President shall: 1. Call all regular meetings of the Board; 2. Preside at all meetings of the Board; 6 Amended and approved by DDP board February 2019, pending final City review

3. Make appointments to all committees; 4. Serve as a member of any committee; 5. Perform other duties as are prescribed to the office of the President; 6. Supervise and control all of the business and affairs of the corporation; 7. Sign, with the Secretary, or any other proper officer of the corporation authorized to so act by the Board of Directors, any deeds, mortgages, bonds, contracts, or other instruments which the Board of Directors has authorized to be executed, except in cases where the signing and execution thereof shall be expressly delegated by the Board of Directors or by these bylaws or by statute to some other officer or agent of the corporation; and 8. Generally shall perform all duties as may be prescribed by the Board of Directors from time to time. SECTION 6. Vice-President. In the absence of the President or in the event of his/her inability or refusal to act, the Vice-President shall perform the duties of the President and when so acting, shall have all the powers of and be subject to all the restrictions upon the President. The Vice-President shall perform such other duties as from time to time may be assigned to him/her by the President or by the Board of Directors. SECTION 7. Secretary. The Secretary or his/her designee shall: 7 Amended and approved by DDP board February 2019, pending final City review

1. Oversee the custody of corporate records and of the seal of the corporation; and 2. Ensure minutes of the meetings of the Board of Directors are kept in one or more books or files provided for this purpose; 3. Ensure all notices are duly given in accordance with the provisions of these bylaws or as required by law; 4. Perform all the duties incident to the office of Secretary and such other duties as from time to time may be assigned him/her by the President or by the Board of Directors. SECTION 8. Treasurer. If required by the Board of Directors, the Treasurer shall give bond for the faithful discharge of his duties in such sum and with such surety or sureties as the Board of Directors shall determine. He/she shall assist the DDP Executive Director in the financial management of the DDP including: 1. Charge and custody of all funds and securities of the corporation; 2. Provision of receipts for monies due and payable to the corporation from any source whatsoever; 3. Deposit all such monies in the name of the corporation in such banks, trust companies, or other depositories; 4. Development of the annual financial statement and administrative budget; 8 Amended and approved by DDP board February 2019, pending final City review

5. Perform all the duties incident to the office of Treasurer, and such other duties as from time to time may be assigned him/her by the President or by the Board of Directors. SECTION 9. Executive Committee. The Executive Committee shall meet on a regular basis, not less than quarterly, to review DDP business and budget, and advise the Executive Director on matters involving Partnership resources. The Executive Committee is empowered to act on behalf of the DDP Board other than for those items specifically reserved for Board decision as defined within these by-laws. A majority of the members of the Executive Committee shall constitute a quorum to transact business at any meeting of the Committee. All transactions must be approved by a majority of Executive Committee members. No individual can be counted toward a quorum or vote by proxy, telephone or otherwise than in personal attendance. ARTICLE VI Committees SECTION 1. Committees. 1. There shall be six (6) standing committees: Marketing and Promotion, Organization, Design, Economic Vitality, Merchants, and Parking and Safety. The Board of Directors, by resolution, may designate and appoint one or more additional committees. Each of which shall consist of three or more members. Said committees shall act in an advisory capacity and shall 9 Amended and approved by DDP board February 2019, pending final City review

not have nor exercise the authority of the Board of Directors in the management of the corporation. 2. The Board may create such other Ad Hoc committees as it deems appropriate from time to time, determine their purpose, membership and intended duration. SECTION 2. Term of Office. Each member of a committee shall continue as such until the next annual meeting of the Board of Directors and until his/her successor is appointed, unless the committee shall be sooner terminated, or unless such member be removed from such committee, or unless such member shall cease to qualify as a member thereof. SECTION 3. Chair. One member shall be appointed Chair by the DDP President. Chair of each committee shall appoint a Vice Chair. SECTION 4. Vacancies. Vacancies in the membership of any committee may be filled by appointments made in the same manner as provided in the case of the original appointments. SECTION 5. Quorum. Unless otherwise provided in the resolution of the Board of Directors designating a committee, a quorum of the committee is not required to conduct business but whenever an action by such committee is by less than fifty percent (50%) of its appointed members, the vote of the committee must reflect the actual number of individuals present. 10 Amended and approved by DDP board February 2019, pending final City review

SECTION 6. Rules. Each committee may adopt rules for its own government not inconsistent with these bylaws or with rules adopted by the Board of Directors. SECTION 7. Marketing and Promotion Committee. The Marketing and Promotion Committee will work to create a positive image for the downtown Dover area by promoting the downtown area as an exciting place to live, work, shop and invest. SECTION 8. Organization Committee. The Organization Committee will work to encourage cooperation and leadership-building in the downtown Dover community as well as engage volunteers and partners, and promote the DDP. The Committee will also implement a systematic process to raise funds for the corporation's programs, projects and general operating fund. SECTION 9. Design Committee. The Design Committee will work to improve the appearance of the downtown Dover area and to educate the public and private sector about good design principles. SECTION 10. Economic Vitality Committee. The Economic Vitality Committee will work to rebuild and diversify the downtown Dover area's economy, specifically through business retention, recruitment and expansion strategies, including recommendation of strategic purchases and sales of downtown properties to the Board of Directors. SECTION 11. Merchants Committee. The Merchants Committee will work to support a sustainable business community through business 11 Amended and approved by DDP board February 2019, pending final City review

communication, networking support and promotional activities to enhance and grow the downtown Business Improvement District. SECTION 12. Parking and Safety Committee. The Parking and Safety Committee will work to improve public parking convenience and availability, and work with partners to develop strategies to address identified safety issues in downtown Dover. ARTICLE VII SECTION 1. Executive Director. He/she shall be responsible for the coordination of the corporation's policies and such other duties as the Board of Directors may require. The Executive Director shall report directly to the President. SECTION 2. Terms of Appointment. The Executive Director shall be appointed by the Board of Directors for an indefinite term and shall serve at the pleasure of the Board of Directors. SECTION 3. Partnership Staff. The Executive Director, in consultation with the Executive Committee, may hire staff in accordance with an approved budget. Executive Director will evaluate staff performance and recommend salary changes as he/she deems appropriate for Executive Committee consideration. The Executive Director may hire contractual services for support of the Corporation in accordance with an approved budget. ARTICLE VIII 12 Amended and approved by DDP board February 2019, pending final City review

Reports and Budgets SECTION 1. Annual Reports. The Board of Directors shall direct the Executive Director to prepare an Annual Report of the Activities of the Corporation to be submitted for action at the Annual Meeting. Said report shall thence be forwarded to the City and released to the public dissemination. SECTION 2. Annual Financial Statement. The Board of Directors shall direct the Executive Director to prepare an Annual Financial Statement of the corporation to be submitted for action at the Annual Meeting. Said statement shall thence be forwarded to the City and released to the public dissemination. SECTION 3. Administrative Budget. The Board of Directors shall direct the Executive Director to prepare an Administrative Budget of the corporation to be submitted for action at the Annual Meeting. ARTICLE IX Execution of Instruments SECTION 1. Checks, Drafts, and Orders for Payment of Money. Payment requests are prepared and approved by DDP office staff and/or a member of the Executive Committee. Actual checks, drafts, and orders of payment of money shall be signed and delivered in the name of the corporation by the City of Dover controller. SECTION 2. Contracts. When the execution of any contract, conveyance or other instrument has been authorized, without specification of 13 Amended and approved by DDP board February 2019, pending final City review

the executing officer, the President and the Secretary or Treasurer may execute the same in the name and on behalf of the corporation, and may affix a Certificate of Good Standing” from the Delaware Division of Corporations, as/if necessary. The Board of Directors shall have the power to designate the officers and agents who shall have the authority to execute any instrument on behalf of this corporation. SECTION 3. Deposits. All funds of the corporation shall be deposited from time to time to the credit of the corporation in such banks, trust companies, or other depositories as the Board of Directors shall designate. ARTICLE X Gifts The Board of Directors may accept on behalf of the corporation, any contribution, gift, bequest, or devise for the general purposes of, or for, any special purpose of the corporation. ARTICLE XI Internal Revenue Service Status The corporation shall have no capital stock and is not organized for gain or profit, but is exclusively an organization for public, educational, charitable and philanthropic purposes. ARTICLE XII Corporate Seal The Board of Directors shall provide a corporate seal. 14 Amended and approved by DDP board February 2019, pending final City review

ARTICLE XIII Amendment of Bylaws These bylaws may be amended by a vote of two-thirds of all of the Directors serving on the Board of Directors or by unanimous consent given in writing. ARTICLE XIV SECTION 1. Rules. Unless otherwise specified, the Board shall observe Roberts Rules of Order in the conduct of all of its business. SECTION 2. Suspension of the Rules. The Board may approve suspension of the rules by a vote of three-quarters of its members. ARTICLE XV Conflict of Interest No director, officer, or employee of the corporation shall have or shall acquire any interest, direct or indirect, in any project which the corporation is promoting, or in any contract or proposed contract for materials or services or in any lease, mortgage, sale, or contract of any nature whatever relating to any such project or to the corporation, without forthwith making written and complete disclosure to the corporation of all material facts, including the nature and extent of his interest, and such disclosure shall be entered in writing upon the minute book of the corporation. No Director who has such an interest shall vote on any matter relating to such interest. 15 Amended and approved by DDP board February 2019, pending final City review

ARTICLE XVI Indemnification Each person who is or was a director or officer of the corporation shall be indemnified by the corporation as of right to the full extent permitted or authorized by the general corporation law of Delaware against any liability, cost or expense asserted against such director or officer and incurred by such director and officer in any such person's capacity as a director or officer, or arising out of any such person's status as a director or officer. The corporation may, but shall not be obligated to, maintain insurance, at its expense, to protect itself and any such person against any such liability, cost or expense. 16 Amended and approved by DDP board February 2019, pending final City review

SCHEDULE A 17 Amended and approved by DDP board February 2019, pending final City review