1 Board of Directors Meeting March 11, 2021 2 Houston Downtown Management District Board of Directors Meeting March 11, 2021 TABLE OF CONTENTS PAGE Approval of Minutes: • February 11, 2021 meeting of the board of directors ..................................................... 3 Items pertaining to finance and administrative matters: • Approval of interim financial statements and ratification of expenditures and check registers for February 28, 2021 ....................................................................... 6 Committee Spotlight: • MarCom: Update on More Space Main Street & We Are Downtown ..................... 14 Program Authorizations: MarCom • Authorize expenditure Main Street, Market Square and other holiday decorations ....................................................................................................................... 36 • Authorize execution of agreement & related expenditures for holiday decorations for Bagby Street .......................................................................................... 37 Operations • Authorize execution of agreement for future electricity service ............................... 38 Program updates: • Operations (Maintenance & Public Safety Committee) ............................................. 39 • Economic Development Program (Office Committee) .............................................. 43 • Planning & Design (Planning, Design & Capital Projects Committee) .................... 45 • Marketing & Communications (Marcom Committee) ................................................ 47 3 MINUTES OF REGULAR MEETING OF HOUSTON DOWNTOWN MANAGEMENT DISTRICT February 11, 2021 THE STATE OF TEXAS § § COUNTY OF HARRIS § The Board of Directors of the Houston Downtown Management District (the “District”) met in regular session, open to the public, on February 11, 2021, at 12:01 p.m., via video conference (pursuant to Governor Abbott’s order allowing such virtual meetings due to the COVID-19 pandemic) and the roll was called of the duly appointed members of the Board, to-wit: BOARD MEMBERS Leslie G. Ashby Robbi Jones Genora Boykins Roland Kennedy Wendy Cloonan Nick Massad III Clay Crawford Sherea A. McKenzie Marcus Davis Kenny Meyer Jacques D’Rovencourt John Mooz Matt Damborsky Cat Nguyen Terry Demchak Randy Pryor Irma Galvan Edna Ramos Marian Harper Scott Repass Donald J Henderson Grace Rodriguez Gilbert A. Herrera Frank Staats C.C. Huang Richard Torres Angus Hughes Valerie M. Williams Toni M. Jackson Ted Zwieg and all of the above were present, with the exception of Directors Irma Galvan, Roland Kennedy, Kenny Meyer, John Mooz, Toni M. Jackson, and John Mooz. Also present were Angie Bertinot, Brett DeBord, Allen Douglas, Robert M. Eury, Jacque Gonzalez, Keith Gould, Lonnie Hoogeboom, James Kennedy, Dusty McCartney, Victoria Reid, Shelby Roth and Jackie Traywick of the District; Algenita Davis, consultant to the District; Robert Kramp, Jamie Perkins, Robert Pieroni and Kim Scates of Central Houston, Inc.; Barron Wallace of Bracewell LLP; Linda Trevino of METRO; and Mike Nichols, Sara Martinez, Ana Rausch and Jessica Preheim of The Coalition for the Homeless. WELCOME Chair Ashby conducted roll call and welcomed all directors, consultants and other meeting attendees. She also notated under the rules set forth by the State of Texas permitting these Board meetings to proceed virtually, this meeting is being recorded and will be available to the public on the District’s website. Quorum was established and the meeting began at approximately 12:04 p.m. 4 PUBLIC COMMENTS Chair Ashby asked if there were any comments from the Public. No comments were provided. APPROVAL OF MINUTES The Board considered approving the minutes of the January 14, 2021 Board meeting. Upon a motion duly made and seconded, the Board approved the January 14, 2021 minutes as presented. ITEMS PERTAINING TO FINANCE AND ADMINISTRATIVE MATTERS Approval of Financial Statements and Ratification of Expenditures Robbi Jones, Chair of the Finance Committee, presented the interim financial statements and check registers for the period ending January 31, 2021. There was no discussion or questions asked. Upon a motion duly made and seconded, the Board members present voted unanimously to approve the interim financial statements and check registers for the period ending January 31, 2021. Fourth Quarter 2020 DBE Report Valerie Williams, Chair of the Audit Committee, presented results from the Fourth Quarter 2020 DBE Report. No questions were asked, and discussion did not take place. COMMITTEE SPOTLIGHT Operations – Update on Community COVID Housing Program Mr. Eury started discussion on this topic and introduced our guests from The Coalition for the Homeless. Mike Nichols, President & CEO, Sara Martinez, VP of Development and Ana Rausch, VP of Programs, shared a presentation on the successes of the CHHIP program, mental health initiatives and rapid re-housing efforts. Discussion ensued and questions were asked and answered. No further action was required. CONSENT AGENDA Chair Ashby presented the sole item on the consent agenda, which authorizes a contract assignment with Interstate Tax Management for assessment collection services. She called for questions or discussion. There being none, upon a motion duly made and seconded, the consent agenda was passed as presented. PROGRAM AUTHORIZATIONS Operations Mr. Eury presented an item to the Board to authorize an expenditure to The Coalition for the Homeless for 2021 funding for the Community COVID Housing Program, in an amount not to exceed $500,000. Upon a motion duly made and seconded, the Board approved this request as presented. Next, Mr. Eury presented to the Board an item to authorize the Executive Director to execute amendments as needed related additional expenditures with Clutch Consulting Group for homeless population facilitation in an amount not to exceed $100,000, an increase of $40,000 over a previous authorization. No questions were asked and no discussion took place. Upon a motion duly made and seconded, this request was approved as presented. 2 5 Planning, Design & Capital Projects Lonnie Hoogeboom presented an item authorizing the President/CEO to execute an amended agreement and expenditure with Central Houston Civic Improvement for continued planning on the North Houston Highway Improvement Project, in an amount not to exceed $250,000. No questions or discussion took place. Upon a motion made and seconded, this request was approved as presented. Marketing and Communications Angie Bertinot presented an authorization for agreements and related expenditures for programming at Market Square Park, in an amount not to exceed $220,000. No discussion took place or questions were asked. Upon a motion duly made and seconded, the Board approved this request as presented. BRIEF PROGRAM UPDATES Operations Mr. DeBord provided an update on Operations matters for the prior month. There was no discussion or questions. No action was required. Planning, Design and Capital Projects Mr. Hoogeboom provided an update on planning, design and capital projects. No questions were asked. Discussion did not take place. No action was required. Economic Development Program Mr. Pieroni provided an update on economic development matters for the prior month. No further action was required. Marketing and Communications Report Ms. Bertinot provided an update on marketing and communications for the prior month. No questions or discussion took place. No action was required. DIRECTORS’ QUESTIONS ON OTHER INITIATIVES There were no questions. OTHER BUSINESS Chair Ashby stated that the next meeting is scheduled for March 11, 2021. There being no further business to come before the Board, the meeting was adjourned at 1:30 p.m. Wendy Cloonan, Secretary Houston Downtown Management District 3 6 To Management Houston Downtown Management District Management is responsible for the accompanying financial statements of the Houston Downtown Management District (the District), which comprise the governmental fund balance sheets and statements of net position as of February 28, 2021 and 2020, and the related statements of activities for the months then ended, in accordance with accounting principles generally accepted in the United States of America. We have performed a compilation engagement in accordance with Statements on Standards for Accounting and Review Services promulgated by the Accounting and Review Services Committee of the AICPA. We did not audit or review the financial statements nor were we required to perform any procedures to verify the accuracy or completeness of the information provided by management. Accordingly, we do not express an opinion, a conclusion, nor provide any form of assurance on these financial statements. Management has elected to omit substantially all the disclosures required by accounting principles generally accepted in the United States of America and the required supplementary information that the Government Accounting Standards Board (GASB) requires to be presented to supplement the basic financial statements. If the omitted disclosures, and GASB required supplementary information were included in the financial statements, they might influence the user’s conclusions about the District’s financial position, results of operations, and cash flows. Accordingly, the financial statements are not designed for those who are not informed about such matters. The Variance Analysis on page 4 is presented to supplement the basic financial statements. Such information