COUNCIL Minutes

REGULAR COUNCIL MEETING The Regular Council Meeting was held on February 22, 2010 at 7:30 p.m. with Council President Williams presiding. Council members present were Mr. Leary, Mrs. Russell, Mr. Slavin, Mr. McGiffin, Mr. Hogan, Mr. Salters, and Mr. Ruane. Mr. McGlumphy was absent. Council staff members present were Ms. Russell, Mrs. Mitchell, Mrs. Townshend, Fire Chief Christiansen, Mr. DePrima, City Solicitor Rodriguez, Mrs. McDowell, and Mayor Carey. OPEN FORUM The Open Forum was held at 7:15 p.m., prior to commencement of the Official Council Meeting. Council President Williams declared the Open Forum in session and reminded those present that Council is not in official session and cannot take formal action. Mr. Ron Zink, Sierra Club, reminded members of a previous presentation by Mr. Dave Keifer regarding the planning of a strategy for bringing Cool Cities to Delaware. He advised members that Mr. Anthony DePrima, City Manager, has served as a great ally in this endeavor, making several speeches and presentations. On behalf of the Sierra Club, Mr. Zink presented Mr. DePrima with a plaque in recognition of his distinguished leadership and commitment to energy sustainability, environmental stewardship, and climate protection in Dover and the State of Delaware. Mr. DePrima relayed appreciation for the recognition. Mr. Syl Woolford of Newark, Delaware, advised members that there was an article in the News Journal on Saturday which referenced his father’s story and an apology for slavery. Since there was an agenda item related to the apology for slavery, Council President Williams explained that this matter could not be discussed at this time. The invocation was given by Chaplain Dixon, followed by the Pledge of Allegiance. AGENDA ADDITIONS/DELETIONS Mr. McGiffin moved for approval of the agenda as presented, seconded by Mrs. Russell and unanimously carried. Mr. Salters moved for approval of the consent agenda, seconded by Mrs. Russell and carried by a unanimous roll call vote (Mr. McGlumphy absent). ADOPTION OF MINUTES - REGULAR COUNCIL MEETING OF JANUARY 25, 2010 The Minutes of the Regular Council Meeting of January 25, 2010 were unanimously approved by motion of Mr. Salters, seconded by Mrs. Russell and bore the written approval of Mayor Carey.

CITY COUNCIL MEETING OF FEBRUARY 22, 2010 PAGE 2 PRESENTATION - CERTIFICATION OF APPRECIATION - SNOW STORM WORKERS The City Clerk read the following Certificate of Appreciation into the record: WHEREAS, the City of Dover experienced two major winter storms during the month of February 2010, resulting in total snow accumulations of approximately 34 inches, wind gusts up to 50 miles per hour, and blizzard conditions; and WHEREAS, the City of Dover staff implemented an Incident Command Structure, which included Mr. Anthony DePrima, City Manager; Mrs. Kay Dietz-Sass, Public Affairs Coordinator; Mr. Scott Koenig, Public Services Manager; Mr. Wayne Hutchison, Emergency Management Coordinator; and Mayor Carleton Carey; who worked tirelessly to coordinate staff efforts to protect the safety and well-being of the residents of the City of Dover; and WHEREAS, City staff established and maintained an Emergency Call Center manned by employees who offered to work; Council Members James McGiffin, Sophia Russell, and Beverly Williams; and Mayor Carleton Carey, which operated for over 90 hours during the snow events, processing over 1375 calls and 28 requests for urgent service during this period; and WHEREAS, Public Services Department crews worked twelve (12) hour shifts over a period of six and half days to remove snow from over 100 miles of City streets and alleys in extremely adverse weather conditions, and staff members worked to clear sidewalks and City-owned parking areas; and WHEREAS, the Fire Marshal’s Office responded to fire calls and monitored road conditions to ensure emergency access during the snow events; and WHEREAS, Public Utilities staff worked steadfastly to maintain power for City residents during the storms, resulting in minimal power outages, and to ensure access to streets, wells, and pump stations under conditions including driving snow and high winds; and WHEREAS, 54 police officers and dispatchers responded to calls and requests for assistance during the period when City offices were closed due to inclement weather, and eight (8) of these individuals resided in local hotels during the emergency because of adverse road conditions; and WHEREAS, special commendation is due for the hard work and dedication demonstrated by City employees. THEREFORE; it is deemed an honor and privilege to present this Certificate of Appreciation to the City of Dover Employees for their diligent efforts and service on behalf of the community. With Sincere Appreciation from the Mayor and Council February 22, 2010

CITY COUNCIL MEETING OF FEBRUARY 22, 2010 PAGE 3 RECOGNITION OF SERVICE - BRIAN E. LEWIS - DOVER HUMAN RELATIONS COMMISSION - OCTOBER 13, 2008 THROUGH FEBRUARY 1, 2010 The City Clerk read the following Certificate of Appreciation into the record: CERTIFICATE OF APPRECIATION Presented to Brian E. Lewis Dover Human Relations Commission October 13, 2008 - February 1, 2010 Your public service, selflessness, and talents have increased the quality of life for your neighbors, and all of Dover February 22, 2010 Mr. Lewis thanked Mayor Carey for his appointment and allowing him the opportunity to serve the City of Dover. PRESENTATION - CONTRIBUTION TO THE CAPITAL CAMPAIGN OF THE DOVER PUBLIC LIBRARY BUILDING FUND - BECKER MORGAN GROUP On behalf of Becker Morgan Group, Mr. Gregg Moore presented a $10,000 contribution to the Capital Campaign of the Dover Public Library Building Fund. Ms. Margie Cyr, Library Director; Ms. Dorothy Snyder, President of the Dover Library Foundation; and Ms. Donna Stone, Chairperson of the Capital Campaign, were present to accept the contribution on behalf of the Library. PROCLAMATION - BLACK HISTORY MONTH The City Clerk read the following Proclamation into the record: Whereas, after centuries of unreciprocated labor as slaves, African Americans gained their freedom and found themselves in the struggle to make a living; and Whereas, government codes often prevented blacks from owning land in towns and cities, and in the countryside they were often denied the opportunity to purchase land; and Whereas, pushing against the odds, African Americans became landowners, skilled workers, small businessmen and women, professionals, and ministers; and Whereas, to fight segregation from the economy, they started their own unions and professional associations; as a result, in both the late-nineteenth and early twentieth century we witnessed an unparalleled degree of racial unity and organization; and

CITY COUNCIL MEETING OF FEBRUARY 22, 2010 PAGE 4 Whereas, in 1910, a group of dedicated reformers, black and white, gathered to create an organization now known as the National Urban League to address the needs of African Americans as they migrated to the cities of the United States; and Whereas, during the month of February the nation proudly celebrates the accomplishments, contributions, and history of African-Americans. The theme for 2010 Black History Month is the History of Black Economic Empowerment. NOW THEREFORE I, CARLETON E. CAREY, SR., MAYOR OF THE CITY OF DOVER, DELAWARE do hereby proclaim February 2010 as BLACK HISTORY MONTH and encourage all citizens to celebrate the contributions of African-Americans to our great society. PROPOSED RESOLUTION - APOLOGY FOR SLAVERY IN DELAWARE (Dover Human Relations Commission) There being no objections, Mr. Salters read a statement into the record, as follows: “I support the apology for slavery in Delaware resolution and hope others will also support this very important initiative. Despite all of the debate that has been going on about this issue since 2007, the interest, rightly so, has not waned and the Human Relations Commission is again bringing to our attention the importance of the City of Dover endorsing the apology resolution to the General Assembly. I am first human in the eye of God and I am the descendent of African slaves and God knows what make up of European blood. I am also proud that as an American I have the opportunity to excel in whatever endeavor I wish to pursue. I encourage citizens of good will to support this apology because it is the moral thing to do. Let us forget about all the news articles on this subject and think of the negative aspects of any form of slavery. Is it the will of God that any man be enslaved by another? Are we justified in our actions when we subjugate another to our cause, whatever the motive? The building of a strong western civilization by whatever means does not justify the inhumane and sometimes barbaric treatment of human life. An apology is only words from the mouth or from the pen. A true apology from the heart and conscience of each individual that really mean it is what I would like to see. It would not be public, it would be evidenced by the actions of the apologist. Despite our wishes, the mere mention of an apology does not clean the slate. There is more to an apology than the words. If we are to live up to the true meaning of love and respect, we need to look to a higher moral and spiritual leader to give us directions.

CITY COUNCIL MEETING OF FEBRUARY 22, 2010 PAGE 5 I will vote in the affirmative for an apology, and I encourage each of my fellow council members to vote likewise. I also encourage the Human Relations Commission, the NAACP, and the National Urban League to be as ferocious on the issues of education for our children, health of our families, and jobs for all citizens who wish to work. There is much work to be done in the area of criminal justice. Let us tackle the other tough issues, as well as the apology on slavery. Let us marshal the community at the roundtable and find a way to stop our youth from killing one another; let us stay on the case of lawmakers and law enforcers to insure equity in sentencing and guidelines. Let us be aware that we are in danger of losing our freedom if we are not vigilant to the dangers that lurk in our streets. Freedom for every man in every land of this world should be the overriding goal of every law-abiding, self-respecting person. Let us do all in our power to abolish all forms of repression wherever it exists in the world. Let our voices be heard loud and clear that slavery was wrong in the sight of God and that it will never happen again in our great country. Thank you.” Mr. Salters moved for adoption of the Resolution - Apology for Slavery in Delaware, seconded by Mr. Slavin. Mr. Ruane felt that there should be a collective response to a collective injustice. He noted that the proposed Resolution refers not just to slavery but also to the fact that Delaware maintained these conditions for many years, advising members that Delaware continued to discriminate against those of color by approving segregation of education. In reviewing the proposed Resolution, he felt that City Council should recognize what the City of Dover’s contribution was in maintaining the injustices. As an example, he stated that the records of City Council from February 2, 1920 and October 4, 1920, indicate that the delinquent tax records were segregated, explaining that there was a “white” list and “Negro” list. In 1943, there was a Committee of citizens and property owners that came before City Council in opposition to the opening of a “colored” USO Center to be located on the corner of South Governors Avenue and Bank Lane. Mr. Ruane advised members that Council went on record as objecting to the opening of a “colored” USO Center at this location and recommending that notice be sent to executives of the USO advising them to locate the USO Center on Queen Street. In addition, he advised members that on June 12, 1950, City Council authorized the expenditures of up to $350 for repairs to bathing facilities at the lake and the employment of one (1) “white” lifeguard at $45 per week and one (1) “colored” lifeguard at $20 per week. For these reasons, Mr. Ruane stated that he supports the proposed Resolution and expressed his apologies for these actions of the past. Mr. Hogan stated that his opposition to the proposed Resolution is due to its lack of being comprehensive, noting that the apology is to only one (1) group. He explained that in reviewing history, unfortunately, when this nation was “founded”, it was not empty - the land was populated

CITY COUNCIL MEETING OF FEBRUARY 22, 2010 PAGE 6 by many tribes of Indians. He advised members that the Indians were mistreated, enslaved, murdered, pushed out west, scalped, etc., and also deserve an apology. In looking at the history of this Nation and State, Mr. Hogan stated that there are many examples of prejudice, discrimination, and slavery against all groups, such as the Italians, Irish, Polish, etc. His reiterated his concern that the apology is for only one (1) group of people and that the real issue is that each of us needs to make a personal apology to our God or the Supreme Being that we serve and to be the best person we can be and not discriminate against others. Mr. Leary recollected the phrase: “one shall not visit the sins of the father upon the son” (or the grandfather or great-grandfather). He questioned when, as people, we stop looking back and start looking forward. He stated that he could not support an apology for something that happened quite some time ago and that no one in the room was a party to. Mr. McGiffin stated that his interpretation of the Resolution is to allow for forgiveness, which is essential in any substantial relationship in order for it to develop. It was his opinion that the proposed Resolution provides just such an opportunity for the relationship that involves the government (State and City) and the people whom the governments represent. He suggested that members accept the proposed Resolution in the spirit in which it is offered in an attempt to help continue the development of relationships with each other, and between the governments and the people which they serve. On a call for the question by Mr. Salters, by a roll call vote of five (5) yes, three (3) no (Mr. Leary, Mr. Hogan, and Council President Williams), and one (1) absent (Mr. McGlumphy), Council adopted the following Resolution: "Whereas, human beings were enslaved and forcibly abducted from Africa and other parts of the world to North America, including Delaware; "Whereas, Delaware legalized slavery and practiced it throughout its colonial period; 'Whereas, Delaware maintained the inhuman and immoral institution of slavery from the time the State ratified the Federal Constitution until slavery was outlawed in 1865 by the 13th Amendment to the Constitution, which Delaware voted to reject that year; "Whereas, Delaware continued to discriminate against those of color by approving segregation of education in its 1897 State Constitution, a practice that lasted until Brown v. Board of Education in 1954; "Whereas, Delaware passed and enforced Jim Crow laws to deny the rights of African American citizens for much of the 20th century; "Whereas, Delaware today has to deal with the lasting legacy of slavery: an ongoing tension between races;

CITY COUNCIL MEETING OF FEBRUARY 22, 2010 PAGE 7 "Whereas, acknowledgment and apology are the first steps in the healing process; "Be it Therefore Resolved that the Dover Human Relations Commission urges the Delaware General Assembly to pass a resolution acknowledging and expressing its profound apology for the State's practice of slavery and for the historic wrongs committed against all persons who suffered discrimination and injustice under this dehumanizing system; "Be it Further Resolved that the DHRC recommends that the Delaware General Assembly recognize the need to address and educate the citizenry regarding the social stigma, stereotyping, racial bias and discrimination which prevail in the state today as vestiges of the institution of slavery; "Be it Finally Resolved that the DHRC implores all citizens of the State of Delaware to be tolerant and understanding of one another so as to eliminate all bias, prejudice, and discriminatory behavior." ADOPTED: February 22, 2010 PROPOSED RESOLUTION #2009-21 - AUTHORIZING THE ISSUANCE AND SALE OF UP TO $2,404,017 WATER AND SEWER REVENUE BONDS (DELAWARE DRINKING WATER STATE REVOLVING LOAN FUND) Members were provided Proposed Resolution #2009-21, Authorizing the issuance and sale of up to $2,404,017 Water and Sewer Revenue Bonds of the City of Dover for the construction of certain water and sewer projects and authorizing all necessary action in connection therewith. Mrs. Donna Mitchell, Controller/Treasurer, explained that the purpose of the issuance and sale of said bonds is to provide funds (approximately $2,404,017) to pay a portion of the costs of certain projects including, but not limited to: (1) Bayard Avenue Water Quality Improvements; (2) Route 13 Water Quality Improvements; and (3) East side North State Street. By motion of Mr. Hogan, seconded by Mr. Leary, Council adopted Resolution #2009-21 (Exhibit #1) by a unanimous roll call vote (Mr. McGlumphy absent). RESCHEDULING OF PUBLIC HEARING/FINAL READING - REZONING A public hearing was duly advertised for this time and place to consider rezoning of property located at 1051 College Road, owned by Lands of JNK, LLC, consisting of 4.32+/- acres, less a street right-of-way area consisting of 0.55+/- acres that divides the original tract into two (2) pieces. These properties are currently zoned R-8 (One-family Residence) and the proposed zoning is RG-2 (General Residence). Council President Williams advised members that this item was tabled by the Planning Commission until March 15, 2010. As a result, staff recommended that a Public Hearing/Final Reading before City Council be rescheduled for April 12, 2010. The First Reading of proposed Ordinance #2009-29 was accomplished during the Council Meeting of November 23, 2009. Mr. Salters moved to reschedule the public hearing/final reading for April 12, 2010 at 7:30 p.m. for the rezoning of property located at 1051 College Road, owned by Lands of JNK, LLC, consisting of 4.32+/- acres, less a street right-of-way area consisting of 0.55+/- acres

CITY COUNCIL MEETING OF FEBRUARY 22, 2010 PAGE 8 that divides the original tract into two (2) pieces. The motion was seconded by Mr. Slavin and unanimously carried. UTILITY COMMITTEE REPORT - JANUARY 25, 2010 The Utility Committee met on January 25, 2010 with Chairman Ruane presiding. White Oak Solar Project During their meeting of July 27, 2009, City Council approved the Utility Committee’s recommendation to authorize the City Manager to execute the Solar Energy Purchase Agreement with White Oak Solar Energy, LLC, as per the terms outlined in the Agreement. During the Committee’s consideration of this agreement (meeting of July 13, 2009), members were advised that the agreement presented was the first agreement to be considered from the negotiation process and, if approved, the agreement would be followed by a Land Lease Agreement and an Interconnection Agreement for consideration. During the Council Meeting, Mr. Ruane reviewed “Dover SUN Park (DSP) – A Solar Milestone for Delawareans” (included as an attachment to the Committee minutes) and urged members of Council to take the time to review the benefits of the Solar Project. Members were provided the additional agreements for their consideration, as follows: Energy Land Lease Mr. Ron Lunt, Public Utilities Director, reminded members that the approved Solar Energy Purchase Agreement is between White Oak Solar Energy, LLC and the City of Dover for the energy, capacity, and Renewable Energy Credits generated from a solar photovoltaic electric generation facility located on the Garrison Tract. He submitted a proposed land lease that will be used to construct the 10 Mw (approximated) solar facility. Mr. Lunt advised members that the leased lot is currently identified as Lot 15, which is located in the north-west corner of the Garrison Tract. It is approximately 103.5 acres, of which 96.5 acres is useable land; the remaining seven (7) acres will be reforested at the City’s request to provide a buffer between the solar facility and the Wild Meadows development. Since the Renewable Energy Credits will be purchased by Delmarva Power, Sustainable Energy Utility, Delaware Municipal Electric Corporation, and the City of Dover, Pace Global recommended that a non-Delaware firm perform the land valuation to ensure a global view of the property. Pace had worked with Alvarez and Marsal Real Estate Advisory Services (Alvarez) on a similar project and recommended that staff use them for this project. The City of Dover contracted with Alvarez and Marsal who performed a complete land valuation and prepared the Garrison Tract Estimated Land Valuation Report. It was noted that Alvarez and Marsal recommended that the City collect between $45,000 to $55,000 annually for a 100 acre lot. Mr. Lunt reviewed highlights of the Energy Land Lease, as follows: A. The proposed lease will collect $55,000 annually and include a two and one-half percent annual increase once the construction commences, which is anticipated to be late spring.

CITY COUNCIL MEETING OF FEBRUARY 22, 2010 PAGE 9 B. From the date of the lease execution until construction begins, White Oak will pay a monthly rent of $1,000. C. The lease is for twenty-eight (28) years from the date the facility starts producing energy, which is anticipated to be in December 2010. D. White Oak may extend the term in one (1) year increments five (5) times for a total of five (5) years. E. White Oak will be responsible for all Real Property Taxes levied by the appropriate taxing authorities. F. They have an option of leasing up to an additional ten (10) acres during construction for forty-six dollars per acre per month to be used as a construction staging area. G. The adjoining lots will have a solar easement to ensure that no structures are constructed that will cause shading on the solar panels. These setbacks are as follows: a. Lots to the east and west – forty feet of horizontal distance for every ten feet of structure or tree height; and b. Lots to the north and south – twenty-five feet of horizontal distance for every ten feet of structure or tree height. H. At the end of the lease White Oak will be required, at its expense, to remove all the equipment, foundations, structures, and similar facilities and backfill any holes created by the removal process. This will be financed through a letter of credit or bond in year fifteen of the Lease. Mr. Lunt assured members that the Ground Lease had been reviewed by the City’s attorney, Mr. Kirk Betts of Betts and Holt, and he approved the document in its final form. Staff recommended that the City Manager be authorized to execute the presented Ground Lease Agreement with White Oak Solar Energy, LLC, as per the terms outlined in the Lease. Noting that the Garrison Tract Estimated Land Valuation Report has a report date of May 22, 2009, Mr. Ruane stated that the fifth and sixth paragraphs (bullets) on page 2, state that: “According to current city zoning regulations, this classification permits the semi-conductor industry as an approved use without further review, meaning that a company could receive a building permit after having their site plan accepted.”; and that “The minimum lot size is presently set at 50 acres”. For record purposes, he noted that on October 12, 2009, the City adopted Ordinance #2009-18 that added electric generation as a permitted use on the site and amended the minimum lot size to 10 acres. The ordinance has been incorporated in the City Code, Appendix B, Section 20A, Article 4.16 - Zoning Bulk. He stated that the new reference in the Code to this zoning classification is IPM-2. Mr. Ruane provided members with a copy of the “Dover SUN Park (DSP) – A Solar Milestone for Delawareans” and referred to the timeline provided on page 4 (included as an attachment to the Committee minutes). He noted that on February 16, 2010, the Planning Commission will be conducting a site plan review for this project and that each parcel of the tract will be reviewed. The Committee recommended that the City Manager be authorized to execute the presented Ground Lease Agreement with White Oak Solar Energy, LLC, as per the terms outlined in the Lease, as recommended by staff.

CITY COUNCIL MEETING OF FEBRUARY 22, 2010 PAGE 10 By consent agenda, Mr. Salters moved for approval of the Committee’s recommendation (Exhibit #2), seconded by Mrs. Russell and carried by a unanimous roll call vote (Mr. McGlumphy absent). Energy Interconnection Agreement Members were provided a Small Generator Interconnection Agreement between the City of Dover and White Oak Solar Energy, LLC, for their review. Mr. Lunt explained that in order for White Oak Solar Energy to transmit the power from the site, it will be necessary for them to interconnect to the City’s 69kV distribution system. The Agreement outlines the methods and expectations of the interconnection, notices of outages, construction standards, etc. Mr. Lunt reviewed the provisions of the Interconnection Agreement as follows: A. White Oak will construct the facility according to national standards as recognized by the industry. B. White Oak will own and install the metering and will be required to test the meter every three (3) years. C. White Oak is required to maintain a 98.5% power factor (which is the same requirement that Dover has with Delmarva Power). D. Dover will be notified of any testing and may witness this testing to ensure that the new system will operate properly and not adversely affect the Dover distribution system. E. White Oak will be authorized to operate the generation in parallel with the Dover system. F. The Term of the agreement is twenty (20) years from commercial operation date and White Oak may extend this period annually until such time as they terminate the interconnection. G. There is no compensation to Dover since Dover is purchasing all the energy under a separate Solar Energy Purchase Agreement. H. Dover agrees to not disconnect the generation for routine maintenance during the months of June, July, August, or September. I. White Oak will be financially responsible for all of the expenses related to modifying the existing 69 kV system to allow the interconnection of the generation. White Oak will also be responsible for the construction and maintenance of the interconnection substation located on the generation site. J. In conjunction with the project there will be a 69 kV overhead line extension, approximately one-half mile long, constructed from the existing 69 kV line to the generation site. White Oak will construct this line and turn it over to Dover; this will allow Dover to use the poles for any 12 kV services that they choose. K. Dover supplied White Oak with a detailed Technical Requirements Attachment that specifies the equipment and communication requirements for all the components and systems that could impact Dover’s 69 kV network. White Oak will be required to comply with these requirements.

CITY COUNCIL MEETING OF FEBRUARY 22, 2010 PAGE 11 Mr. Lunt assured members that the Agreement has been reviewed by the City’s attorney, Mr. Kirk Betts of Betts and Holt, and that he has approved the document in its final form. The Committee recommended that the City Manager be authorized to execute the presented Small Generator Interconnection Agreement with White Oak Solar Energy, LLC, as per the terms outlined in the Agreement. By consent agenda, Mr. Salters moved for approval of the Committee’s recommendation (Exhibit #3), seconded by Mrs. Russell and carried by a unanimous roll call vote (Mr. McGlumphy absent). Energy Transmission Tariff Mr. Ron Lunt, Public Utilities Director, advised members that White Oak Solar Energy (White Oak), LLC, has requested the development of a standard tariff for the delivery of energy and capacity to the PJM grid through the Delmarva Power and Light transmission network. He explained that the tariff would be required, should the City default on the Solar Energy Purchase Agreement, or at the end of the Agreement. Realistically, he stated that the only occasion that the tariff would be used is if the City were to no longer take power from the solar facility, in which case the City would be in default for the first 20 years of the Agreement, which would be highly unlikely but possible. After the 20 years, Mr. Lunt stated that the City may or may not choose to take energy from the facility and that will be determined at that time. Mr. Lunt reviewed a summary of the provisions contained in the recommended tariff, as follows: A. This tariff limits the transmission of energy at 10 Mw AC. B. White Oak would be required to reserve capacity of the 69 kV system on an annual basis. C. The City of Dover would not be required to facilitate any required interconnection or other agreements; this would be White Oak’s responsibility. D. The City of Dover would not be required to expand capacity on the network to facilitate this reservation; however, White Oak could request expansion at its own expense. E. White Oak is required to maintain a 98.5% power factor (which is the same requirement that Dover has with Delmarva Power). F. The rate for this tariff is $0.23 per kW-month which is consistent with the tariff titled 69 kV Transmission Service Classification for Transmission Service for 16 Mw EWG Unit operated by NRG Energy. Should White Oak exceed the reservation request the penalty rate will be $1.00 per kW-month for the penalty month. Line losses will be recovered by reducing the Net generation by one-percent, which is also consistent with the existing NRG tariff. G. The City of Dover reserves the right to adjust this tariff from time-to-time to reflect changes in the cost of service.

CITY COUNCIL MEETING OF FEBRUARY 22, 2010 PAGE 12 Mr. Lunt indicated that White Oak Solar Energy has reviewed the proposed tariff and agrees that it is fair and acceptable. In addition, he assured members that the tariff has been reviewed by the City’s attorney, Mr. Kirk Betts of Betts and Holt, and that he approved this tariff in its final form. Staff recommended the adoption of the tariff titled 69 kV Delivery Service Classification to the Grid for White Oak Solar Energy, LLC, and to recognize this as a standard City of Dover Electric Tariff. The Committee recommended approval of staff’s recommendation. At the request of Mr. Ruane, Mr. Lunt reviewed the “Dover SUN Park (DSP) – A Solar Milestone for Delawareans” document (included as an attachment to the Committee minutes). By consent agenda, Mr. Salters moved for approval of the Committee’s recommendation for adoption of the tariff titled 69 kV Delivery Service Classification to the Grid for White Oak Solar Energy, LLC (Exhibit #4), and to recognize this as a standard City of Dover Electric Tariff. The motion was seconded by Mrs. Russell and carried by a unanimous roll call vote (Mr. McGlumphy absent). PACE/NAES Monthly Report (November) Members were provided the PACE/NAES Monthly Report for November. The report was provided to allow members the opportunity to monitor what is being sold in electric and the revenues received, which will give members a better understanding of any fluctuations and make improvements if deemed necessary. Although it was not staff’s intention to make a presentation of the report, they welcomed any questions. The Committee recommended acceptance of the report. By consent agenda, Mr. Salters moved for approval of the Committee’s recommendation, seconded by Mrs. Russell and carried by a unanimous roll call vote (Mr. McGlumphy absent). Mr. Ruane moved for acceptance of the Utility Committee Report, seconded by Mr. Salters and unanimously carried. LEGISLATIVE, FINANCE, AND ADMINISTRATION COMMITTEE REPORT - JANUARY 25, 2010 The Legislative, Finance, and Administration Committee met on January 25, 2010 with Chairman McGlumphy presiding. Review and Recommendation - Filling of Critical Positions During their meeting of February 23, 2009, members recommended approval of the Hiring Freeze for Fiscal Year 2008-2009, but to allow the hiring of critical positions through the review and

CITY COUNCIL MEETING OF FEBRUARY 22, 2010 PAGE 13 approval of the Legislative, Finance, and Administration Committee and City Council. It was suggested that there be a “standing” agenda item to consider the filling of critical positions and, if there are no positions to consider, the item could be removed. Fire Chief’s Assistant Mr. Sean Christiansen, Fire Chief, stated that the proposal is to create a new position entitled Fire Chief's Assistant. He noted that the position was originally established as an Administrative Assistant in 1993 and was occupied by Mrs. Pat Braun from that time until 2000 and was subsequently held by Mr. Carter Knotts until his retirement in March 2009. Chief Christiansen noted that Mr. Knotts was a dispatcher and he kept this title while in the position, although he assumed an administrative role. He explained that the incumbent of the new position will work on a daily basis with the Chief, supervise five (5) dispatchers, handle administrative and budgetary functions, and perform other duties as assigned by the Fire Chief. He noted that the position is currently budgeted at $23,000 for the remaining four (4) months of the fiscal year and for a salary range of $34,959 to $54,960 for the following fiscal year. In response to Dr. Jones, Chief Christiansen noted that the position would include some clerical duties, many administrative functions that the Fire Chief would normally handle on a day-to-day basis, and direct supervision, including scheduling and training, of the dispatchers. He stated that the position was considered by the Human Resources Department to be a “super secretary”. Mr. McGlumphy inquired if the previous position was under the Pay for Performance (PFP) plan and if the new position would be. Chief Christiansen stated that it previously was not. Feeling that Mr. Christiansen might not be familiar with the PFP, Mr. McGlumphy requested Mr. Anthony DePrima, City Manager, come forward. Mr. McGlumphy inquired if Mrs. Braun and Mr. Knotts were members of a union. Mr. DePrima stated that he believed that Mrs. Braun was employed as a Secretary III, which was a non-bargaining position. He stated that Mr. Knotts stepped into the vacancy as a dispatcher, did not change his title, and was in a union position. He stated that Mr. Knotts’ title remained Dispatcher, but he did not perform dispatch duties for many years. Mr. DePrima indicated that the position is now reverting to a non-bargaining position, mostly due to the supervisory duties. Mr. DePrima stated that he would not call the position a “super secretary”, but a supervisor of the dispatchers who is providing a lot of administrative assistance to the chief, similar to the work performed by administrative assistants in other departments with the additional responsibility of supervision and authority over technical people. He indicated that it is a non-bargaining position primarily because of these supervisory responsibilities. McGlumphy noted that the wording led to some confusion and inquired if the salary will remain the same as when Mr. Knotts retired. Mr. DePrima stated this would depend on the level at which the person is hired because there is a hiring range, but the rate could potentially be lower than Mr. Knotts’ salary. Mr. McGlumphy mentioned that the paperwork states the intention to hire at

CITY COUNCIL MEETING OF FEBRUARY 22, 2010 PAGE 14 midpoint. Mr. DePrima stated that the position is budgeted at midpoint for estimating purposes and that if an individual can be hired lower than midpoint they will be. He stated that the purpose of the midpoint is just to provide a figure for the budget. Mr. McGlumphy questioned when the word “midpoint” was adopted, stating that this term was still being discussed. Mr. DePrima stated that the term “halfway point” would be appropriate. Mr. McGlumphy inquired whether this referred to the market rate. Mr. DePrima stated that it is the halfway point which was derived from taking the high and low figures from the salary range to the middle of the scale and using that figure for budgetary reasons. Mr. McGlumphy inquired if the position would be classified in the 117 category and Mr. DePrima confirmed that it would be. Mr. McGlumphy asked if the person hired would be required to have experience, noting that other employees classified in the 117 category have many years of experience and when new employees are hired at midpoint they are brought in at a higher level. He stated his understanding that additional administrative duties were involved in the proposed position. Mr. DePrima stated that if an employee was hired at midpoint (noting that this was only a possibility as the midpoint figure was used for budgetary purposes) the expectation would be that the selectee would have experience. Mr. McGlumphy asked if it was known at what level the employee would be selected. Mr. DePrima noted that it will be up to Chief Christiansen to sort through the job applications to find the best candidate. Mr. McGlumphy noted that when an individual is placed at midpoint in a class that contains many others who are below midpoint, this can cause friction. Mr. DePrima noted that this possibility exists with all non-bargaining positions. He reiterated that the midpoint was used only for estimating purposes and stated that using a lower figure would be “low-balling”. Mrs. Williams asked if an organizational level rating had been placed on the matrix for the proposed position. Mr. DePrima stated that Mrs. Kimberly Hawkins, Human Resources Director, and Chief Christiansen had ranked the position. He did not recall, but believed that there was no organizational score. Mrs. Williams asked if this meant that the position was assigned a value of “0”. Mr. DePrima stated that he believed that this was the score that Mrs. Hawkins had assigned. Mrs. Williams questioned that rating, stating that if the category of organizational level or value was to be added to the City’s rating system, the fact that an employee is being hired would indicate the organizational value to be at least a “1”. Mr. DePrima stated that he felt that Mrs. Hawkins’ rationale for not putting a value on the organizational level rating was that there are very few employees who have an assigned value. Mrs. Williams stated that there are 13 positions that have organizational value assigned. Mr. DePrima indicated that this would be 13 positions out of approximately 80 non-bargaining employees. Mrs. Williams felt that the purpose of assigning organizational value was to give certain people raises. Mr. DePrima stated his disagreement with that supposition.

CITY COUNCIL MEETING OF FEBRUARY 22, 2010 PAGE 15 Staff recommended that the Committee forward the request to recruit for the position of Fire Chief’s Assistant to Council with a favorable recommendation. The Committee recommended approval of the request to recruit for the position of Fire Chief’s Assistant. By consent agenda, Mr. Salters moved for approval of the Committee’s recommendation, seconded by Mrs. Russell and carried by a unanimous roll call vote (Mr. McGlumphy absent). Assistant to the Community Development Manager (Temporary/Part Time Employee - CDBG - Grant Funded) Mrs. Ann Marie Townshend, Director of Planning and Community Development, explained that the City of Dover’s five (5) year Consolidated Plan is due to the Department of Housing and Urban Development (HUD) by May 15, 2010 and the preparation of the plan is a very extensive process. In addition, she stated that the City has received federal recovery funds through the Neighborhood Stabilization Program (NSP) and the Housing Rehabilitation Program. She explained that managing these programs results in a significant increase in the workload for the one (1) person office responsible. She stated that the proposal is to hire a temporary, part-time employee to work specifically on the housing rehabilitation program and NSP reporting and specifications. She noted that the position would be entirely grant funded and charged to the housing rehabilitation line of the program rather than the program administration line. Her expectation was that the employee would assist Mrs. Tracey Harvey, Community Development Manager, until summer when the workload is expected to return to normal levels. In response to Mr. Shevock, Mrs. Townshend indicated that the position will end when grant funds terminate. She stated that Mrs. Harvey had indicated that there are a number of retirees from the Delaware State Housing Authority or other housing organizations who may be interested in the position. She noted that these individuals would have experience in the area of housing and would likely have no expectations of long-term employment. In response to Dr. Jones, Mrs. Townshend stated that because the position was temporary and part- time, she did not believe there was an obligation to advertise. She stated that Mrs. Harvey intended to approach retired individuals who have expressed interest and who have a background in housing. She stated her willingness to advertise the position if the Committee advised it, but indicated that if this occurs, the position will not be filled by February 16, 2010, which was the goal stated on the Committee Action Form. In response to Mr. Ruane, Mrs. Townshend stated that she did not believe that a job classification was required for a temporary, part-time position. Mrs. Townshend stated that the pay rate for the position was determined by comparing proposed duties to existing positions within the City. It was determined that the duties were closest to existing employees in the Administrative Assistant category and, therefore, the proposed salary was established based on the hourly rate of this job classification. In addition, she felt the administrative duties and the requirement of a housing background seemed to bring the position into the Administrative Assistant category.

CITY COUNCIL MEETING OF FEBRUARY 22, 2010 PAGE 16 Mr. DePrima believed that temporary part-time positions may be classified. He stated that this position was “tagged” as an Administrative Assistant and an hourly salary would be tagged to that range. In response to Mr. Ruane, Mrs. Townshend stated that, although the programs are well underway, monitoring and reporting requirements remain significant. Due to the fact that the NSP program is running in tandem with the preparation of the CDBG Consolidated Plan, and the fact that spring is the time when the CDBG action plan is prepared for the following grant year, she indicated there is a 50% or more increase in the office workload. In response to Mr. McGlumphy, Mr. DePrima stated that some permanent part-time positions have been advertised and others have not, depending upon the position. He stated he had assumed this position would be advertised. Mr. Salters felt that there would not be a large number of qualified candidates for the part-time position and felt advertising would cause delay. Mrs. Townshend stated that if the Committee recommended approval of the position, it could be advertised prior to bringing the matter before Council. Tentative selection could then be made pending Council’s granting permission to hire. Staff recommended that the request to hire a temporary part-time employee to assist the Community Development Manager be forwarded to Council with a favorable recommendation. The Committee recommended approval of the request to recruit for a temporary, part-time employee to assist with the Housing Rehabilitation Program and the Neighborhood Stabilization Program, in an amount not to exceed $10,000. By consent agenda, Mr. Salters moved for approval of the Committee’s recommendation, seconded by Mrs. Russell and carried by a unanimous roll call vote (Mr. McGlumphy absent). Review of Extension - Title V Criminal Justice Council Grant - Girls Circle Mrs. Ann Marie Townshend, Director of Planning and Community Development, explained that in the fall of 2007, the City became the municipal recipient of a three (3) year grant through the Criminal Justice Council aimed at providing programming for at-risk pre-teen girls. She indicated that the City applied for and has administered this grant for the last two (2) years in partnership with Aid in Dover, who provides the services through an after school program called “Girls Circle”. The program is aimed at at-risk female youths and works to raise self-esteem and teach life skills. Mrs. Townshend noted that the program has had good success in the first two (2) years, demonstrating positive statistics and feedback from participants, and the Criminal Justice Council has been very pleased with it. She stated that the application is being brought to the Committee in accordance with the City’s grant policy to receive City Council approval before submitting formal application for the third year of funding for the program. She noted that all funds are passed through Aid in Dover to provide the Girls Circle program and that the City of Dover incurs no direct expenses for the program, aside from the staff time involved in grant administration.

CITY COUNCIL MEETING OF FEBRUARY 22, 2010 PAGE 17 In response to Mr. Salters, Mrs. Williams stated that the program is administered by Mr. Mark Harmon, Instructor, and Ms. Lauren Mincy, Project Director, from Aid in Dover. She stated that her position as Executive Director of Aid in Dover creates no conflict of interest because no grant funds go toward her salary, she has no connection with the grant, and, as Council President, has not participated in any votes related to this matter. Mrs. Williams noted that this is the first time that the grant has been awarded outside of the City of Wilmington. Staff requested that the Committee forward the request to City Council with a favorable recommendation. The Committee recommended approval of the submission of a formal application for the third year of funding for the Title V Grant through the Criminal Justice Council. Mr. Salters moved for approval of the Committee’s recommendation, seconded by Mr. Hogan and carried by a unanimous roll call vote (Mr. McGlumphy absent and Council President Williams abstaining). Council President Williams explained that her abstention was due to a conflict of interest since she serves as the Executive Director of the agency that will be providing the services. Proposed Ordinance #2010-05 - Chapter 2 - Administration, Article VI - Other Post-Employment Benefits Fund, Section 2-505 - Medicare Part B Premium Reimbursements Mrs. Donna Mitchell, Controller/Treasurer, explained that during the City Council meeting of July 27, 2009, Council considered four (4) alternatives regarding the elimination of Medicare Part B. At that time, Council approved one (1) of the alternatives: the elimination of Medicare Part B for new hires. Mrs. Mitchell explained that during the City Council meeting of January 11, 2010, Council decided to retain Medicare Part B reimbursement for current employees and retirees as it currently exists and to eliminate this benefit for new hires. Mrs. Mitchell stated that the City Solicitor recommended adoption of the proposed ordinance to document this decision. Responding to Mr. Leary, Mrs. Mitchell verified that this ordinance in no way changes the policies adopted by Council, but merely institutionalizes and formalizes what has already been decided. Responding to Mr. Ruane, Mrs. Mitchell stated she was unsure which fund was referred to in Lines 16 and 17 of the draft proposed ordinance, which state that “the fund for payment of the costs of such premium reimbursement shall be continued as in the past”. Mr. Ruane requested that Mrs. Mitchell identify with a memorandum the fund to which this refers and assure Council that, as stated in the City’s charter, “the fund for the payment of costs for such benefits shall be established and identified.” Mr. Lester Blakeman, 209 Falmouth Way, retiree from the City of Dover Electric Department, stated he had several points of concern regarding the draft ordinance, citing the following provisions:

CITY COUNCIL MEETING OF FEBRUARY 22, 2010 PAGE 18 1) Line 11-12 - “provided that it is clearly stated and understood that the decision of Council, if approved by Council, is not vested and can be changed or eliminated at any time”; and 2) Lines 15-16 - “provided that this is not to be considered a vested right and can be changed or eliminated by Council at any time by ordinance or resolution enacted to that effect.” Mr. Blakeman agreed that Medicare Part B is not a vested employee right as he stated it is not mentioned specifically in the Employee Handbook; however, he read into the record a selection from the 2004 Handbook which he stated specifically addresses retirement benefits (Article XII, Section 2) as follows: “The City shall make available to full-time employees working at least thirty-seven and a half (37.5) hours per week a City Retirement Plan. All employees hired after July 1, 1991 shall be required as a condition of employment to join a plan. Employees shall remain members until their employment with the City ceases, retires or pass away. Pension benefits shall be provided through one of the following: (A) Police Pension Plan (Sponsored either by the City of Dover or State of Delaware) (B) General Employee Pension Plan (C) Defined Contribution Plan The City shall provide group hospital, surgical and health insurance coverage for retired employees and their families. The City pays 100% of each retiree’s individual coverage and 75% of the cost of dependent coverage. This applies to all retirees, unless otherwise specified in employee labor agreements.” Mr. Blakeman believed that if the City stops paying Medicare Part B, responsibility for paying medical insurance would be transferred to a very small, select group of retirees, those who are not represented by unions. He believed these employees were being singled out and treated differently than other employees. He stated that, although Medicare Part B is not institutionalized, 100% payment of medical retirement health care is stated in the handbook as a benefit to employees. Mr. Blakeman provided members with information regarding Retiree Medical Insurance Cost at Age 65 (included as an attachment to the Committee minutes). He stated that upon retirement, employees enrolled in all plans would revert to the PPO Special Medicfill rate listed on Page 2 of the handout. Referring to the rates listed on Page 1 of the handout, Mr. Blakeman stated that if the City made payments for retirees at the Medicfill rate, the City would incur an additional cost of $5.62 for employees on the First State Basic Plan; however, savings would be realized for employees on the three (3) other health care plans listed.

CITY COUNCIL MEETING OF FEBRUARY 22, 2010 PAGE 19 Mr. Leary stated he did not understand the connection between the cost sheet provided and the discussion regarding the proposed ordinance. He indicated that the proposed ordinance would make it more difficult to eliminate Medicare Part B for non-represented employees. Mr. Blakeman felt that preserving the language in the ordinance that would allow Council to revisit this issue in the future would amount to having a “sword over the head” of non-bargaining employees. Mr. Salters explained that Council had voted to retain the Medicare Part B benefit for non-bargaining employees, but felt that the City cannot be held to what may happen in the future. After a lengthy discussion, Mr. Blakeman summarized by stating that he began working in the City with the understanding that he would perform his job and the City would perform what it promised to do as well. He believed that the proposed ordinance states that this is no longer true. Mr. Scott Koenig, Public Services Manager, stated his appreciation for the City’s effort to try to memorialize the discussions on this issue over the past few months. He felt some concerns might be eased if some changes were made in the language of the ordinance as follows: 1) Line 16 - Mr. Koenig suggested that the statement that the provision of Medicare Part B can be changed by “ordinance or resolution” be changed by striking the word “resolution”. He believed that the passing of an ordinance requires a public hearing and a higher standard of consideration. 2) Line 16 - Mr. Koenig felt that the phrase “at any time” could cause concern whenever an agenda is posted, which he felt becomes a detriment to the relationship between the City and current employees and retirees. He proposed amending the language to have this decision be evaluated on an annual basis as part of the budget process. 3) Mr. Koenig felt that everyone who is currently eligible or receiving Medicare Part B should be provided a 90-day written notice by the Council if this issue is going to be considered in the future so that those out of the area or unavailable would have ample time to respond. 4) Mr. Koenig’s final concern related to the three (3) distinct groups of employees he believed were affected by the ordinance, which he explained were current non-bargaining employees, those just retired but not receiving the benefit yet, and those who are retired and receiving the benefit. He questioned whether it was Council’s intent to consider all of these employees equally if this matter were to be examined again in the future. In response to Mr. Hogan, Mr. Koenig stated he would be willing to incorporate language into the ordinance to conform with his proposed changes.

CITY COUNCIL MEETING OF FEBRUARY 22, 2010 PAGE 20 Mr. DePrima indicated his preference that consideration of this matter not be linked to a budget, as this would place a burden on the City Manager to review this issue every year during budget preparation. He felt another time would be appropriate. In addition, he stated that ordinances do not always require a public hearing, and that public hearing and notification procedures mentioned should be written into the ordinance if it was Council’s intent to require them. Mr. Salters felt that the notification process could become cumbersome and suggested Mr. Koenig include an easy way to accomplish this in any proposal prepared for Mr. Hogan. Mr. Ruane stated that the language in the ordinance prepared by Mr. Rodriguez appears to echo the existing language in the City Charter, which states that the “authority to provide benefits on the part of the City shall be evidenced by an ordinance or resolution duly adopted”. He felt that eliminating the word “resolution” would necessitate an amendment of the Charter. The Committee recommended adoption of Proposed Ordinance #2010-05 - Chapter 2 - Administration, Article VI - Other Post-Employment Benefits Fund, Section 2-505 - Medicare Part B Premium Reimbursements, as recommended by staff. By consent agenda, Mr. Salters moved for approval of the Committee’s recommendation, seconded by Mrs. Russell and carried by a unanimous roll call vote (Mr. McGlumphy absent). (The First Reading of the ordinance will take place during the latter part of the meeting). Discussion - Requirement that Council, Committees, Commission, and Board Members Step Down When Running for Other Office Mr. Hogan explained that during their Regular Meeting of December 14, 2009, members of Council considered a request from the Dover Human Relations Commission (DHRC) to remove the requirement that members resign prior to running for other office. Although the recommendation was denied, as recommended by the Legislative, Finance, and Administration Committee, Councilmen Leary and Hogan suggested the possibility of instituting this requirement for all Committees and commissions of the City of Dover, as alternatively recommended by the DHRC. Mr. Hogan noted that the DHRC and the Ethics Commission are the only Committees in the City that have this requirement. He felt this to be discriminatory and believed all Committees and commissions should have the same set of rules. Mr. Hogan recommended that Council, Committee, commission, and board members be required to resign prior to running for other office and direct staff to prepare necessary ordinances to effect the change, and Mr. Leary stated his support for this action. In response to Mrs. Williams, Mr. Leary explained that, under this proposal, if an individual files papers for an elected office, they would be considered resigned from their current Council, Committee, or commission position. He added that he would like to include the Mayor’s position as well and felt that a Council person should be required to resign before running for Mayor.

CITY COUNCIL MEETING OF FEBRUARY 22, 2010 PAGE 21 Mr. Hogan stated that when citizen members of Committees file for City Council seats, conflicts of interest can arise. He also believed that if an individual occupies one office while running for another, it is difficult to perform their primary function. Mr. Ruane felt that this action would step beyond the limitations of the charter and the municipality. He stated that the qualifications for offices are set by the City Charter and Code, and by State law. He felt that the focus should be kept on limiting the right to return to an office or appointment already held. In addition, he stated that the nature of the City’s appointments vary broadly, citing examples of the Awards Committee, 4th of July Committee, and Planning Commission. He felt it was important to distinguish between the types of appointees by City government and that the prohibition on running for office should be limited to those positions that have been delegated authority for implementing City ordinances or exercising proscriptive duty specified elsewhere in the Code versus ad hoc Committees. Mr. Leary explained that in approximately 1992, three (3) members of Council sought other elected offices which turned out to be “mildly disruptive”, as campaign issues entered into municipal discussions which became “uncomfortable”. At that time, he stated, he and some of his colleagues sponsored a similar piece of legislation applying to the Mayor and members of Council. He stated that a Charter Amendment was put forth at that time which passed the State House of Representatives but failed in the State Senate. He stated the City can proscribe the activities of its own officials if the Charter is amended and the State accepts this. Mr. McGiffin disagreed with the proposed ordinance, stating that he felt the State or District-level voters should have the authority to determine whether an appointee can handle the responsibility of serving while running for office. In addition, he believed it would be a mistake to prohibit those who serve on Committees from running for Council office, since he felt that Committees are the natural ground from which candidates arise to run for Council. He felt this prohibition would dissuade citizens from running for Council or serving on Committees and urged that the prohibition not be expanded. The Committee recommended tabling this item for further discussion. By consent agenda, Mr. Salters moved for approval of the Committee’s recommendation, seconded by Mrs. Russell and carried by a unanimous roll call vote (Mr. McGlumphy absent). Final Report - Revenue/Cost Saving Ideas Submitted for Consideration This item was deferred until the Committee Meeting of February 8, 2010, due to time constraints. Mr. Salters moved for acceptance of the Legislative, Finance, and Administration Committee Report, seconded by Mr. Slavin and unanimously carried. SAFETY ADVISORY AND TRANSPORTATION COMMITTEE REPORT - JANUARY 27, 2010 The Safety Advisory and Transportation Committee met on January 27, 2010 with Councilman Hogan presiding in the absence of Chairman Slavin.

CITY COUNCIL MEETING OF FEBRUARY 22, 2010 PAGE 22 Request for Amendment to Chapter 18 - Animals, Section 18-16 - Keeping Bees Members were provided a letter received from Mr. Bill Benton requesting an amendment to Chapter 18 - Animals, Section 18-16 - Keeping Bees. Mr. Benton advised members that the honey bee is endangered and explained the devastating effect this could have on the food supply. He also explained the benefits of having bees in urban areas and noted that many other cities are now allowing the keeping of bees within city limits. Members were provided with an article, “Bee Bill Creates a Buzz”, regarding action taken during the Denver City Council Meeting in November 2008. He assured members that the bees are bred for gentleness and that most bee stings are caused by other types of bees, such as wasps. Referring to the City’s current ordinance regarding the keeping of bees, Mr. Hogan noted that the City allows for the keeping of bees; however, there are set-back requirements. Mr. Bob Volkomer, Vice President of the Kent County Beekeepers Association (also member of the Frederica Town Council and past Mayor), advised members that he is a suburban beekeeper, residing within town limits, and maintains approximately eight (8) colonies of bees on a 60’ x 100’ lot. Being a beekeeper for 35 years, Mr. Volkomer stated that he has not received a single complaint from any neighbors nor complaints to town hall. He advised members that his eight (8) year old grandson works with the bees. Mr. Volkomer stated that bees are essential to the environment, explaining that bees are responsible for 1/3 of the world’s food supply and that there is a movement to encourage bee keeping. He indicated that bees provide benefits to residents, such as pollination of gardens and shrubs, and that managed bees are gentle. He assured members that as a beekeeper, he has received only positive comments from his neighbors. With regards to the City of Dover’s current ordinance, he advised members that the set-back requirements are such that they disqualify most residents within the City limits. He requested that members consider amending the ordinance in such a manner that would allow beekeepers to keep bees on the suburban lots within the City limits. Responding to Mr. Hogan, Mr. Volkomer stated that there were two (2) City of Dover residents at a recent Beekeepers course, including Mr. Benton, and that he is aware of three (3) beekeepers within the City of Dover limits. He stated that no members of the Kent County Beekeepers Association are from the City of Dover. Responding to Mr. Davis, Mr. Volkomer referred to an article he provided to members titled “Backyard Beekeeping” (included as an attachment to the Committee minutes) and suggested that, in addition to setbacks, there would be additional amendments necessary to the City’s ordinance. He also suggested that members review the “Model Beekeeping Ordinance” (included as an attachment to the Committee minutes) for developing possible amendments to the City’s ordinance. Mr. Robert Mitchell, State Apiarist, Plant Industries Section, Delaware Department of Agriculture, advised members that the Department of Agriculture encourages the keeping of honey bee colonies. He noted that many beekeepers live within city/town limits and they do not experience problems, are good neighbors, etc. It was his opinion that beekeeping should be permitted in the City of Dover and, from a biological perspective, the keeping of bees in urban areas is a wise choice. Based on

CITY COUNCIL MEETING OF FEBRUARY 22, 2010 PAGE 23 USDA research, Mr. Mitchell advised members that when an area is saturated with the genetics preferred, which would be managed European bee colonies, when the event of Africanized bees does occur, the amount of genetic material in the area will alleviate many of the problems. Although the genetic material is one resource, he advised members that another resource is the beekeepers themselves. Mr. Mitchell advised members that a minimum of 200 calls per year have been received regarding honey bee swarms in Dover. He assured members that the majority of these swarms are generated from people in the City. Mr. Mitchell stated that nature abhors a vacuum and there will be something needed to fill it, which will be bees of some type. When the Africanized bees arrive, if the domestic bees are abundant and remain well managed through requeening, the Africanized strain will soon become domesticated and its impact will be minimal. Mr. Mitchell encouraged members to consider less stringent requirements and setbacks with regards to beekeeping. With regards to safety and security concerns, Mr. Mitchell advised members that there is a colony of honey bees at the U.S. White House. Responding to Mr. Harmon, Mr. Mitchell stated that there are voluntary programs for beekeepers and regional beekeepers associations that administer tests for beekeepers to become master beekeepers. In Delaware, the only requirement for beekeepers is that they register their honeybee colonies. With reference to the City’s current ordinance, Mr. Leary advised members that there was a beekeeper whose neighbors complained about the keeping of the bees, explaining that they were a nuisance. The 150’ setback was established as a compromise by allowing the keeping of bees while not infringing upon their neighbors. Since there have not been any concerns or complaints since, he encouraged members to consider this history in their consideration of any amendments to the ordinance. In response to Mr. Leary’s comments, Mr. DePrima also recalled that the immediate next door neighbor to the beekeeper had a child that was allergic to bees and was unable to use their backyard due to the bees. However, he stated that he did not recall any discussions regarding fencing, water, or other requirements that could alleviate some of the concerns of residents. Mr. Hogan suggested that if Mr. Mitchell was willing to draft proposed ordinance amendments, the Committee would be willing to consider such amendments at a future meeting. Central Delaware Chamber of Commerce Transportation Recommendations (Frank Fantini) Mr. Frank Fantini, Chair of the Central Delaware Chamber of Commerce Transportation Committee, explained that transportation is an extraordinarily important economic development issue. He reviewed the Delaware Central Chamber Transportation recommendations that were provided to members. Mr. Ray Harbeson, Member of the Central Delaware Chamber of Commerce Transportation Committee noted that many of the project priorities for the Chamber of Commerce are also project priorities that were submitted to DelDOT by the City of Dover. He reviewed the revenue generating concepts being considered for the Transportation Trust Fund to allow some of the projects to begin.

CITY COUNCIL MEETING OF FEBRUARY 22, 2010 PAGE 24 Although the recommendations have not been approved by the Chamber of Commerce Board, they have authorized the Committee to discuss the issues to determine consensus. Mr. Davis relayed concern with the idea of instituting additional taxes to users during the current economic times and, although he felt that the requests were not unreasonable, additional information would be necessary prior to making any final decision in support of the recommendations. Responding, Mr. Harbeson stated that economists have shown that for every dollar put into a transportation program, an additional transportation infrastructure job is created, and for every infrastructure job that is created, an additional 1.7 jobs are created in the local economy. Mr. Ruane felt that there was a great opportunity for the City to partner with the Chamber of Commerce, noting that the coincidence of priorities is incredible, being practically the same list developed by the Committee and approved by City Council. With the Chamber’s support, he felt that the City would have a better opportunity for drawing attention to the priorities and support from the Delaware Department of Transportation (DelDOT) level. With regards to the funding arrangements, it was Mr. Ruane’s opinion that the recommendations presented are a general notion of items to be further considered and that the Committee is not being requested to take a position on the items at this time. The City of Dover, as a municipality, is being provided an opportunity to “lead the way” as the Chamber approaches other municipalities to obtain support. He urged members to adopt the recommendations as presented. In response to Mr. Hogan, Mr. Harbeson explained that the recommendations are ideas that were presented to the Chamber of Commerce Board and that they gave authorization to work with other Chambers, the Committee of 100, the Delaware Contractors Association, etc. to determine if there is support on a consensus on what revenues should be advanced. Although they are not expecting action by the City on the list of recommendations, they welcomed any additional suggestions to be considered for inclusion in the recommendations. Mr. Harbeson indicated that once the presentations have been made to the various groups, a final presentation will be made to the Chamber of Commerce Board for final approval of the recommendations. Mr. Hogan clarified that, at this time, it is being requested that the Committee support the Central Delaware Chamber of Commerce Transportation Committee and encourage the continuation of the process of presenting the recommendations to other groups. The Committee recommended that the City encourage the Chamber of Commerce to continue with this process and look forward to the final recommendations. By consent agenda, Mr. Salters moved for approval of the Committee’s recommendation, seconded by Mrs. Russell and carried by a unanimous roll call vote (Mr. McGlumphy absent). Waiver Request to Allow for the Creation of a Lot Without Public Street Frontage - Garrison Oak Technical Park Members considered a request for waiver from the street frontage requirements for the Garrison Oak Solar Park Lot 15. In accordance with Article 6, Section E of the City of Dover Subdivision Code,

CITY COUNCIL MEETING OF FEBRUARY 22, 2010 PAGE 25 all lots in a subdivision shall have frontage on a public street. The solar park would like to begin construction prior to completion of the Garrison Oak Technical Park. In order to develop the solar park on lot 15, it is necessary for the City to provide a 60’ wide access easement from White Oak Road. This lot would later comply with the street frontage requirements once the Garrison Oak Technical Park is built. Because of this peculiar condition, staff believes the necessary requirements to waive the street frontage requirement have been met. Mrs. Townshend, Director of Planning and Community Development, provided members a revised Waiver Report (included as an attachment to the Committee minutes), and stated that the Planning Commission granted conditional approval on January 19, 2010 of the Site Plan to permit the construction of a photovoltaic electric generating facility on a portion of the total 103.54 +/- acres of Lot #15. The site (Lot #15) is within the Garrison Oak Technical Park and is zoned IPM-2 (Industrial Park/Manufacturing Technology Center) and SWPOZ (Source Water Protection Overlay Zone) Tier 2. The property is located on the northwest side of White Oak Road, east of Route 1, owned by the City of Dover. The property address is 1499 White Oak Road (Tax Parcels: ED05-068.00-01-01-00 and LC05-068.00-01-03.00). Mrs. Townshend advised members that the proposed subdivision of Garrison Technical Park is subject to the requirements of the Land Subdivision Regulations, specifically Article VI, Subdivision - General Requirements and Design Standards. In Article VI, §E - Lots, item 5 requires “All lots in a subdivision shall have frontage on a public street”. The proposed parcel configuration to subdivide Lot #15 does not result in the lot having frontage on a public street; therefore, the applicant has requested a waiver under the provisions of Article VII, Special Provisions, Section A - Variance and Waiver. Mrs. Townshend explained that access to Lot #15 would be via a 60 foot wide cross access easement through the Garrison Oak Technical Park site to connect to White Oak Road. This access easement and waiver from the required road frontage will not be necessary once the remainder of the Technical Park is completed and the associated roads for the park are constructed. With the completed Technical Park, the proposed roadway through it will provide Lot #15 with the required frontage. As requested, the waiver will allow the Solar Park to proceed in its development prior to the overall Garrison Oak Technical Park. Staff recommended approval of the waiver request to create a lot (Lot #15) without public street frontage, recognizing the development of this area as a Solar Park. The Garrison Oak Technical Park will follow closely behind the development of the Solar Park and this access easement is meant to be a temporary measure to allow the Solar Park to move forward in accordance with its design needs. In order to achieve any street frontage for the proposed Lot #15, the Solar Park would require an odd property line configuration and the need to reconfigure the Garrison Oak Technical Park once that application comes before the Planning Commission. The configuration for Lot #15, as presented with the waiver of the requirement for lot frontage as a temporary measure, is the better option for clarity.

CITY COUNCIL MEETING OF FEBRUARY 22, 2010 PAGE 26 During their meeting of January 19, 2010, the Planning Commission reviewed the proposed waiver request as part of its review of the Dover Solar Park at Lot #15 of the Garrison Oak Technical Park and recommended approval of the waiver to allow the creation of a lot (Lot #15) without public street frontage, recognizing that this is a temporary measure until the remainder of the Garrison Oak Technical Park is completed. Mr. DePrima reminded members that there is a land lease from the City and, for financing purposes, the solar company needs their facility to be located on a separate legal lot, which created an issue. The Committee recommended approval of the requested waiver, as recommended by the Planning Commission. By consent agenda, Mr. Salters moved for approval of the Committee’s recommendation, seconded by Mrs. Russell and carried by a unanimous roll call vote (Mr. McGlumphy absent). Discussion - Alcohol Related Issues Mrs. Ann Marie Townshend, Director of Planning and Community Development, advised members that over the last year, downtown Dover has experienced increased problems associated with crowds during late hours when bars close. Problems have included nuisance complaints, such as public urination, loitering, and vandalism, and more serious complaints such as fights involving weapons. On a number of occasions, fights in the downtown area have required significant police response involving the entire shift to respond, as well as units from neighboring police departments. Currently, the City is limited in its ability to hold businesses accountable for controlling the crowds in their establishments, especially once these crowds leave. In the downtown area, as soon as patrons leave the building they are in the public right-of-way and not a private parking lot controlled by the business owner. Fights may start inside an establishment and spill out into the street. In cases where the business is not responsive to requests to better manage the situation, there is currently nothing in Dover Code that allows the City to require that the business be responsive. During the Downtown Dover Partnership (DDP) Board Meeting held in December 2009, Mrs. Townshend stated that there were a number of downtown business owners in attendance requesting that the Partnership and the City provide assistance to improve the situation before it jeopardizes their businesses. In early January, the Executive Committee (officers and Committee chairs) of the Downtown Dover Partnership met to discuss how this issue could be addressed. The Planning Office and Police Department presented some potential ideas for Code changes that would give the City tools to address the problems and hold businesses accountable for managing their crowds. Mrs. Townshend advised members that the idea that meeting attendees believed had the most potential was to create a license for establishments that serve alcohol that would include certain conditions that mirror State Alcoholic Beverage Control Commission rules. She stated that an ordinance could be drafted in this regard and brought forward through the City’s process for adoption. Before bringing such an ordinance through the City Council process, staff would work with the DDP and other affected communities to ensure that it addresses the issues appropriately.

CITY COUNCIL MEETING OF FEBRUARY 22, 2010 PAGE 27 Before investing significant time and resources into this effort, staff felt it was important to get the concurrence of City Council, through this Committee, that such an ordinance is desired. Part of the ordinance development process will include researching provisions that other Delaware municipalities have in place to address such issues. Staff requested that the Committee provide direction in terms of drafting ordinances to address concerns from the community about the impact of bar crowds. Mr. Eric Wilke, business owner and resident of downtown Dover, read a statement into the record (included as an attachment to the Committee minutes). He advised members that this statement was also read to the Downtown Dover Partnership Board a couple of months ago and that the attention provided to him, as a resident and merchant, by the City through the Partnership has been tremendous. He thanked staff for their efforts in their attempts to address these problems. He suggested that members visit downtown late in the evening to observe the problems mentioned in his statement. Mr. Harmon concurred with the concerns relayed and noted that there is a lack of police representation. It was his feeling that more police representation, both foot patrol and riding through, would deter many of the problems that have been expressed. He questioned the current situation for police presence on Loockerman Street. Responding, Mrs. Townshend stated that foot patrol is provided through police extra duty and that there is no dedicated foot patrol for Loockerman Street. With grant funds, she stated that foot patrol has been provided and that the quality of life unit, consisting of four (4) officers, has spent a considerable amount of time along Loockerman Street; however, with the current economic situation and furloughs, these officers have been rotated to patrol. Mr. Ruane felt that the City had the necessary ordinances to prohibit the undesired actions that have been described and have been occurring. He suggested that the issue is with the enforcement of these ordinances, which would require additional policing. Although he felt that businesses should be held responsible for actions that take place on their premises and parking lots, he relayed concern with the development of legislation that would hold a business responsible for the behavior of “customers off premises”. Should additional legislation be drafted, Mr. Ruane suggested that, in addition to the Police Department, staff should include the merchants in the development of any ordinances. In response to businesses being responsible for behavior of “customers off premises”, Mrs. Townshend explained that there are certain behaviors, such as an individual who walks out of an establishment with an open container. In accordance with current laws, the police only have the ability to cite the individual and there is no law that would require a business to be responsible for protecting their entrance by prohibiting the individual from walking out with an open container. Mr. Davis indicated that other municipalities, such as Philadelphia, do hold a business, as well as bartenders, responsible for the actions of customers off premises. Although the City of Dover may not be interested in this consideration, he advised members that other cities have such ordinances.

CITY COUNCIL MEETING OF FEBRUARY 22, 2010 PAGE 28 The Committee recommended that staff be authorized to begin the process of drafting ordinances to address the concerns of the community. By consent agenda, Mr. Salters moved for approval of the Committee’s recommendation, seconded by Mrs. Russell and carried by a unanimous roll call vote (Mr. McGlumphy absent). Briefing on Delaware Department of Transportation (DelDOT) Projects - Gary Laing Mr. Gary Laing, Community Relations Officer for the Delaware Department of Transportation (DelDOT) and Public Relations Liaison, referred to the previous discussion regarding the Central Delaware Chamber of Commerce Transportation Recommendations, and assured members that DelDOT has been internally reviewing ways to be more efficient and reduce costs. As an example, he stated that Department of Transportation Secretary Wicks recently announced the merging of the toll operations with the Division of Motor Vehicles. In addition, the office hours for the E-Z Pass Office are currently 24-7, which will be reduced. He advised members that the Smyrna rest stop is currently staffed 24-7 and that DelDOT will be reducing the hours the facility will be staffed; however, he indicated that customers will still be able to use restroom facilities and vending machines. Mr. Laing provided members a briefing on DelDOT Projects, as follows: West Dover Connector Mr. Laing stated that there is no further information regarding the West Dover Connector. The project is currently at a standstill, partly due to a funding issue and partly due to the legal processes. South Governors Avenue Improvements Mr. Laing reported that there has not been much work on the improvements to South Governors Avenue recently due to the weather, noting that, since November, there has been rain, a major snow storm, and more rain. Due to this moisture, the ground is extremely saturated. Even if conditions improve to the point that would allow work on the improvements, Mr. Laing stated that, due to the time of year, necessary materials are not available, explaining that asphalt plants close during certain periods of the year. Water Street Railroad Crossover Mr. Laing reminded members that the Water Street Railroad Crossover is a long-term project, noting that an agreement with the Railroad and General Assembly will be required. Once the agreement is reached with Northfolk Southern, he indicated that DelDOT will need the concurrence of the General Assembly before a crossing can be closed anywhere in the State. At that time, Mr. Laing stated that DelDOT will need the City’s support in convincing the legislators that it needs to be accomplished. Responding to Mr. DePrima, Mr. Laing assured members that DelDOT has staff working on this project.

CITY COUNCIL MEETING OF FEBRUARY 22, 2010 PAGE 29 North State Street Paving and Rehabilitation Mr. Laing reminded members that during a previous meeting, there was much discussion, regarding the proposal for conducting overnight work on the North State Street Paving and Rehabilitation Project. He stated that much of the jackhammer work can now be done during daylight hours. He advised members that an agreement has been reached with the City for the milling and paving operations, which DelDOT preferred to have completed during the evening hours. Mr. Laing advised members that this work should only take four (4) evenings, two (2) for milling and two (2) for paving, and is a “rolling” operation; therefore, they would not be in front of a residence all evening. Due to work being performed by Chesapeake Utilities, DelDOT has had to delay this work. He assured members that the work will begin in the spring and that residents will be notified in advance of this work beginning. Briefing on City of Dover Projects Mr. Tony DePrima, City Manager, provided a briefing on City of Dover Projects, as follows: Wyoming Mill Road Project Mr. DePrima indicated that although the Wyoming Mill Road Relocation Project is a DelDOT project, it is being managed by the City of Dover. He advised members that there have been discussions with Ms. Carolann Wicks, Secretary of the Department of Transportation, and that she has indicated an agreement for assuming the management of the project. He explained that the project is more expensive than anticipated and that more match money would be required. Secretary Wicks has also agreed to look for additional dollars from savings from other projects. Mr. DePrima stated that many of the residents were not notified of the realignment of the roadway and that, as a result, there will be more outreach and community discussions regarding the project. Mr. DePrima advised members that a request was submitted by a legislator requesting the installation of a traffic signal at Wyoming Mill Road and North Street. The City is discouraging the approval of this request since there would be a substantial expense for temporary matter. Mr. Laing assured members that due to the costs and the knowledge of there being a realignment, DelDOT will not be taking any action regarding the installation of the requested traffic signal. Briefing on Dover/Kent County Metropolitan Planning Organization (MPO) Projects - James Galvin Mr. James Galvin, Principal Planner, Dover/Kent County MPO, explained that the Dover/Kent County MPO is currently redoing the Transportation Improvement Projects (TIP) and has begun the process of identifying the projects in the Comprehensive Transportation Program (CTP). He reminded members that the Loockerman Street/Forest Street Project was removed from the CTP last year and that the project has been relisted in the CTP; however, it is listed for an out-year and is not a part of the TIP. Mr. Galvin reminded members that the MPO will be considering a Regional Bicycle Plan for the County and that it is hoped that the plan will include connections for the City of Dover to regional facilities, as well as for other municipalities. He assured members that public input and involvement will be planned.

CITY COUNCIL MEETING OF FEBRUARY 22, 2010 PAGE 30 Mr. Galvin stated that the MPO is currently assisting the County with their Transportation Investment District Plan, which goes along with their Comprehensive Plan and its relationship to Transportation Projects. There has been consideration of a corridor around the transit center, running along Water Street from West Street to the Capitol. This concept will be presented to City staff, as well as the Downtown Partnership, in an attempt to obtain support. Responding, Mr. DePrima felt that the North Street corridor, from the Railroad tracks to the Townsend Building, needs as much attention as Water Street and requested consideration. By consent agenda, Mr. Salters moved for acceptance of the Safety Advisory and Transportation Committee Report, seconded by Mrs. Russell and carried by a unanimous roll call vote (Mr. McGlumphy absent). MONTHLY REPORTS - DECEMBER 2009 By motion of Mr. Salters, seconded by Mrs. Russell, the following monthly reports were accepted by consent agenda: Budget Report Chief of Police Report City Assessor Report City Manager's Report City Planner’s Report Dover Fire Department Report CIP Report ANNUAL REPORT - DOVER HUMAN RELATIONS COMMISSION By consent agenda, Mr. Salters moved for acceptance of the Annual Report of the Dover Human Relations Commission (as on file in the Office of the City Clerk), seconded by Mrs. Russell and carried by a unanimous roll call vote. EVALUATION OF BIDS - SUBSTATION POTENTIAL TRANSFORMERS (PT) AND CURRENT TRANSFORMERS (CT) PURCHASE Members were advised that the Substation Potential Transformers (PT) and Current Transformers (CT) Purchase Project is for replacing aging metering/system protection equipment in the older substations. The equipment to be replaced includes the Potential Transformers (PT’s) which measures the line voltage and reduces it to a voltage level the relays can interpret and the Current Transformers (CT’s) which reduces the current to a level that can safely be measured by the relays and meters, all of which provide electric system protection. Additionally, the lightning arrestors will be replaced, which protects the equipment during lightning strikes. All of the existing components have exceeded their useful life and are subject to failure, which could be catastrophic. A request for proposals (RFP) was sent out and advertised according to the Purchasing policy by the City’s Purchasing Agent. Proposals were received from three (3) vendors; one (1) vendor included five (5) different options and manufactures to choose from. Since this was a RFP, staff evaluated

CITY COUNCIL MEETING OF FEBRUARY 22, 2010 PAGE 31 the seven (7) submissions based on the price, reputation of the product, compliance with specifications, and delivery. A point system analysis was performed by three (3) staff members from the Engineering Division to adequately and impartially evaluate the proposals, with the goal of providing the best product and to serve the interest of the City of Dover. Members were provided a summary of the evaluations for each item. Staff recommended awarding the proposals to HD Supply for the total amount of $196,345.80 as outlined in the table below: Vendor Unit $ Quantity Total $ Eval. Score 69 KV PT HD Supply/Ritz $4,526.32 30 $135,789.60 117 69 KV CT HD Supply/Ritz $4,210.53 8 $33,684.24 117 15 KV PT HD Supply/GE $636.00 7 $4,452.00 112 15 KV CT HD Supply/GE $726.00 3 $2,178.00 112 54 KV Lightning Arrestor HD Supply/Siemens $573.68 30 $17,210.40 103 9 KV lightning Arrestor HD Supply/Siemens $168.42 18 $3,031.56 110 Total Bid Award Value $196,345.80 Mr. Ruane moved for to award the Substation Potential Transformers (PT) and Current Transformers (CT) Purchase to HD Supply for the total amount of $196,345.80, as recommended by staff. The motion was seconded by Mr. Hogan and carried by a unanimous roll call vote (Mr. McGlumphy absent). EVALUATION OF BIDS - CONSTRUCTION DOCUMENTS - DOVER PUBLIC ANCHOR LIBRARY Mr. DePrima, City Manager, reminded members of the presentation provided last month and advised members that the architectural firms of Holzman Moss Bottino Architecture (HMBA) completed the Dover Public Anchor Library Design Development Phase in January 2010. With the completion of the Design Development Phase, the Library Steering Committee is ready to start the next step for the library project, which is the Construction Development Phase that will include furthering the design development documents into the final construction documents. He advised members that this phase will continue the development and coordination of the full set of documents including architectural, structural, civil, landscape, mechanical, electrical, plumbing, and fire protection engineering documents. Mr. DePrima indicated that the Construction Document is third and final phase of the design process and is a continuation of the work that HMBA completed with the Design Development. He stated that Holzman Moss Bottino has done an outstanding job with the building progress, Schematic Design, and Design Development. Staff recommended that the proposal for the Professional Services Contract for the Construction Document Phase for the Dover Public Anchor Library from HMBA for the total sum of $955,275 (including reimbursables) be accepted and authorization be granted to the City Manager to enter into the contractual agreement.

CITY COUNCIL MEETING OF FEBRUARY 22, 2010 PAGE 32 Responding to Mr. Ruane, Mr. DePrima confirmed that this expense will be split between the City’s Library Reserve Fund and the State of Delaware. Mr. Hogan moved to award the Professional Services contract for the Construction Document Phase of the Dover Public Anchor Library to Holzman Moss Bottino Architecture firm for the amount of $955,275, noting that this amount covers the total expenses and estimated 10 percent project reimbursable expenses, as recommended by staff. The motion was seconded by Mr. Ruane and carried by a unanimous roll call vote (Mr. McGlumphy absent). RETAIL VOLUNTARY CUSTOMER DEMAND RESPONSE TARIFF Mr. DePrima, City Manager, reminded members that the Federal Energy Regulatory Commission issued Order No. 719 which attempts in part to remove barriers to demand response programs operated by Regional Transmission Organizations such as PJM Interconnection, LLC (PJM). Of specific interest to the City of Dover is a requirement that utilities that sell less than four (4) million MWh’s must have the relevant electric retail regulatory authority (City Council) approve the participation of their retail customers in the program. In order to document and prove that the City of Dover approves participation in this program, he advised members that staff has created a tariff to allow this action. Mr. DePrima stated that the tenets of the PJM operated Demand Response Program (DSP) are to compensate customers that reduce their consumption during periods of tight energy supply or high usage. The reduction of load also ensures electric grid reliability and helps alleviate costs associated with new generation plants and transmission upgrades, both of which are a concern on the Delmarva Peninsula. In calendar year 2009, Mr. DePrima advised members that there were approximately five (5) customers who participated in the DSP through various Curtailment Service Providers (CSP) that are registered with PJM. These customers have been removed from the program by PJM until such time as Dover approves their participation. The City of Dover does not provide the CSP services; however, the retail customers may choose from a list of registered CSP’s from the PJM website. Staff recommended adoption of the tariff titled Retail Customer Demand Response Tariff and that this be recognized as a standard City of Dover Electric Tariff. Mr. DePrima assured members that the proposed tariff has been reviewed by the City of Dover attorney, Kirk Betts, Betts and Holt, and heapproves this tariff in its final form. Mr. Hogan moved for adoption of the tariff titled Retail Customer Demand Response Tariff and that this be recognized as a standard City of Dover Electric Tariff, as recommended by staff. The motion was seconded by Mrs. Russell and carried by a unanimous roll call vote (Mr. McGlumphy and Mr. Salters absent). LETTER IN OPPOSITION TO HOUSE BILL #194 - ADDITION OF NEW GAMBLING VENUES IN DELAWARE Mayor Carey advised members that the Greater Dover Committee has requested their membership to submit a letter to their Legislators in opposition to the addition of new gambling venues in Delaware (House Bill #194).

CITY COUNCIL MEETING OF FEBRUARY 22, 2010 PAGE 33 Mr. Ruane moved to refer the draft letter to the Legislative, Finance, and Administration Committee for further review and analysis, seconded by Mr. Leary. Mr. Ruane felt that the letter should be worded in a manner to be more reflective of City Council rather than another entity. He also relayed disappointment for not being provided a copy of House Bill #194, explaining that this is not a simple issue and involves State revenues and many aspects of the future in terms of the economy. He advised members that there have been several amendments to the House Bill and that members should not simply endorse something without a thorough review. Mr. Ruane requested that if the matter is presented to the Committee for further review, that members be provided with substantive material. The motion to refer the draft letter to the Legislative, Finance, and Administration Committee for further review and analysis failed by a roll call vote of three (3) no, four (4) yes (Mr. Leary, Mrs. Russell, Mr. Slavin, and Mr. Ruane), one (1) abstention (Mr. Salters), and one (1) absent (Mr. McGlumphy). Mr. Hogan moved that the letter be redrafted in a format that is appropriate for the City of Dover and that House Bill #194 and other appropriate materials be provided and resubmitted at the next City Council Meeting. The motion was seconded by Mr. Salters. Mayor Carey explained that there is a timing issue with this matter, noting that the last Regular Council Meeting was cancelled due to the snow storm and that the Legislators are scheduled to begin reviewing legislation in March. Therefore, he requested that action regarding this matter be taken as soon as possible. Mr. McGiffin felt that the letter should eliminate any reference to Harrington. Mr. Hogan suggested that the letter be written to reflect a statement from the City Council supporting the concept of maintaining only three (3) casinos and not mention the effect of Harrington or Delaware Park, but to address the effect at Dover. Mr. Ruane suggested that members read the amendments, indicating his feeling that a different letter should be written. The motion, that the letter be redrafted in a format that is appropriate for the City of Dover and that House Bill #194 and other appropriate materials be provided and resubmitted at the next City Council Meeting was unanimously carried. SELECTION OF POLLING PLACES FOR 2010 REGULAR MUNICIPAL ELECTION Council President Williams reminded members that the elimination of multiple polling places has been recommended as a cost-saving measure; however, it has not yet been acted upon by Council. As a result, staff has requested that this matter be presented for consideration. Council President Williams noted that, typically, there would be three (3) polling places: Elks Lodge for the First and Fourth Districts; the Seventh Day Adventist Church for the Second District; and the Dover Park Recreation Center for the Third District. If the decision is made for only one (1) polling place, staff recommended that the voting take place at the Elks Lodge.

CITY COUNCIL MEETING OF FEBRUARY 22, 2010 PAGE 34 Mr. Ruane moved that the 2010 Municipal Election be held at the three (3) polling places: Elks Lodge for the First and Fourth Districts; the Seventh Day Adventist Church for the Second District; and the Dover Park Recreation Center for the Third District. The motion was seconded by Mr. Salters and unanimously carried. APPOINTMENTS - AD-HOC HEALTH BENEFITS COMMITTEE During their Regular Meeting of January 25, 2010, City Council approved the formation of a Health Benefits Committee and appointment of two Council members to serve on the Committee, with the understanding that meetings will be conducted during City business hours. Members were provided the following appointments for approval: Thomas J. Leary, Council Member Beverly C. Williams, Council Member Anthony J. DePrima, City Manager (ex-officio) Kimberly D. Hawkins, Human Resources Director Donna S. Mitchell, Controller/Treasurer David Spicer, FOP Representative Paul M. Simon, IBEW Representative Kenneth Clendaniel, IUE/CWA Representative Stephen A. Enss, Non-Bargaining Representative By consent agenda, Mr. Salters moved for approval of the appointments to the Ad-Hoc Health Benefits Committee, seconded by Mrs. Russell and carried by a unanimous roll call vote (Mr. McGlumphy absent). APPOINTMENTS - OPEB TRUST FUND BOARD In accordance with Section 2-503 - Management of the OPEB Fund of Chapter 2 - Administration, Article VI - Other Post-Employment Benefits Fund, of the Dover Code, the following appointments were submitted for approval: Kenneth L. Hogan, Council Member James G. McGiffin, Jr., Council Member Anthony J. DePrima, City Manager Donna Mitchell, Controller/Treasurer Kimberly D. Hawkins, Human Resources Director By consent agenda, Mr. Salters moved for approval of the appointments to the OPEB Trust Fund Board, seconded by Mrs. Russell and carried by a unanimous roll call vote (Mr. McGlumphy absent).

CITY COUNCIL MEETING OF FEBRUARY 22, 2010 PAGE 35 REZONING REQUEST/FIRST READING - SOUTH SIDE OF WHITE OAK ROAD, OWNED BY TLFD MANAGEMENT, LLC A request was received to rezone property located on the south side of White Oak Road, south of Mourning Dove Lane, consisting of 12.78+/- acres, owned by TLFD Management, LLC. The property is currently zoned R-20 (One Family Residence) subject to SWPOZ (Source Water Protection Overlay Zone) and the requested zoning is R-8 (Once Family Residence) subject to SWPOZ. Prior to amending the zoning ordinances and zoning map of the City of Dover, a public hearing is required. By motion of Mr. Salters, seconded by Mr. McGiffin, Council unanimously referred the request to the Planning Commission on March 15, 2010 and set a public hearing before City Council for April 12, 2010 at 7:30 p.m. In accordance with Section 1-9 of the Dover Code, Council acknowledged the First Reading of the Zoning Ordinance Amendment as read by the City Clerk, by title only, as follows: AN ORDINANCE AMENDING THE ZONING ORDINANCE AND ZONING MAP OF THE CITY OF DOVER BY CHANGING THE ZONING DESIGNATION OF PROPERTY LOCATED ON THE SOUTH SIDE OF WHITE OAK ROAD, SOUTH OF MOURNING DOVE LANE. FIRST READING - PROPOSED ORDINANCE #2010-05 - CHAPTER 2 - ADMINISTRATION, ARTICLE VI - OTHER POST-EMPLOYMENT BENEFITS FUND WITH PROPOSED AMENDMENT NO. 1 Council President Williams reminded the public that copies of the proposed ordinance are available at the entrance of the Council Chambers or can be obtained from the City Clerk's Office. Final action by Council on the proposed ordinances will take place during the Council Meeting of March 8, 2010. Mr. Hogan stated that during the Committee meeting, a member of City staff submitted some suggested language which he felt would make the ordinance more appropriate and agreeable. Members were provided the ordinance with the proposed amendments that are reflective of the suggestions, as follows: lines 12 and 13, by eliminating “can be changed or eliminated at any time” and inserting “can be reevaluated annually for changes or elimination”; and lines 17 and 18, by eliminating “or resolution” and inserting “, with a public hearing,” and “and with a 90-day written notice to those employees who are currently receiving or who are eligible for Medicare Part B Reimbursement,”. Responding to Mr. Ruane, Mr. Hogan explained that the ordinance presented for consideration at this time has been amended since the Legislative, Finance, and Administration Committee made its recommendation.

CITY COUNCIL MEETING OF FEBRUARY 22, 2010 PAGE 36 For clarification, Council President Williams explained that the proposed amendments are being presented at this time and that a motion for their adoption would be necessary prior to the motion for acknowledgment of the First Reading of the ordinance. Mr. Ruane relayed opposition to the proposed amendments, feeling that it would create a precedent and obligate future Councils to actions that are totally unnecessary. Mr. Leary felt that the more appropriate manner to handle this matter would be to present the amendment back to the Legislative, Finance, and Administration Committee for their review and recommendation. Mr. Hogan moved to accept Amendment #1 to Ordinance #2010-05, seconded by Mr. McGiffin. The motion failed by a roll call vote of five (5) no, three (3) yes (Mrs. Russell, Mr. McGiffin, and Mr. Hogan), and one (1) absent (Mr. McGlumphy). Mr. Slavin moved to refer Amendment #1 to Ordinance #2010-05 back to the Legislative, Finance, and Administration Committee for their review and recommendation, seconded by Mr. Leary and unanimously carried. FINAL READING - PROPOSED ORDINANCE #2010-03 The First Reading of Proposed Ordinance #2010-03 was accomplished during the Council Meeting of January 25, 2010. FY2009 Budget Balances and Projected Carry Forward Balances Mr. Salters moved that the Final Reading of the proposed ordinance be acknowledged by title only, seconded by Mr. Hogan and unanimously carried. Mr. Hogan moved for adoption of Ordinance #2010-03, FY2009 Budget Balances and Projected Carry Forward Balances, seconded by Mr. McGiffin. Mr. Ruane referred to the estimate of revenues included in the proposed ordinance and questioned if staff felt that some of the reductions have been significant enough that it would not be necessary to move forward with the estimates. Responding, Mrs. Mitchell, Controller/Treasurer, indicated support of the amounts provided in the ordinance. Mr. Ruane stated that his opposition was due to his lack of confidence in the revenue estimates included in the ordinance. The motion for adoption of the Ordinance #2010-03 (Exhibit #5) was carried by a roll call vote of seven (7) yes, one (1) no (Mr. Ruane), and one (1) absent (Mr. McGlumphy).

CITY COUNCIL MEETING OF FEBRUARY 22, 2010 PAGE 37 COUNCIL MEMBERS ANNOUNCEMENTS Mr. McGiffin reminded members to mark their calendar for June 26, 2010 for the next African American Festival. Mr. McGiffin moved for adjournment, seconded by Mr. Leary and unanimously carried. Meeting Adjourned at 8:38 P.M. TRACI A. McDOWELL CITY CLERK All orders, ordinances, and resolutions adopted by City Council during their Regular Meeting of February 22, 2010, are hereby approved. CARLETON E. CAREY, SR. MAYOR /TM/jg S:\AGENDAS-MINUTES-PACKETS-PRESENTATIONS-ATT&EXH\Council-Minutes\2001-2010\2010\02-22-2010.wpd Exhibits Attached to Original Minutes and File Copy Exhibit #1 - Resolution #2009-21 - Authorizing the Issuance and Sale of Water and Sewer Revenue Bonds Exhibit #2 - Ground Lease Agreement with White Oak Solar Energy, LLC Exhibit #3 - Small Generator Interconnection Agreement with White Oak Solar Energy, LLC Exhibit #4 - Tariff titled 69 kV Delivery Service Classification to the Grid for White Oak Solar Energy, LLC Exhibit #5 - Ordinance #2010-03 - FY2009 Budget Balances and Projected Carry Forward Balances

EXHIBIT #1 COUNCIL MEETING OF 02/22/2010 City of Dover MAYOR AND COUNCIL COUNCIL RESOLUTION NO. 2009-21 A RESOLUTION AUTHORIZING THE ISSUANCE AND SALE OF UP TO $2,404,017 WATER AND SEWER REVENUE BONDS OF THE CITY OF DOVER FOR THE CONSTRUCTION OF CERTAIN WATER AND SEWER PROJECTS AND AUTHORIZING ALL NECESSARY ACTION IN CONNECTION THEREWITH WHEREAS, the City of Dover (the "City") is authorized pursuant to Volume 52, Delaware Laws, Chapter 111, as amended by Volume 57, Delaware Laws Chapter 340, Volume 36 Delaware Laws, Chapter 158, as amended, and the City Charter (collectively the "Enabling Acts") to issue revenue bonds for the purpose of financing the extension, reconstruction or improvements to the City's water, sewer and electric systems; and WHEREAS, pursuant to the Enabling Acts, the City adopted a Bond Resolution on February 27, 1989 (the "Bond Resolution") providing for the issuance of water and sewer revenue bonds and pursuant to the Bond Resolution the City has issued and there remains outstanding its $7,980,000 Water and Sewer Revenue Bonds, Series 2003 and its $5,942,481 Water and Sewer Bonds, Series 2009 (the "Outstanding Bonds"); WHEREAS, the City desires to issue additional revenue bonds pursuant to the Bond Resolution on a parity with the Outstanding Bonds; and WHEREAS, the City has approved certain capital improvements to its Water and Sewer Systems and desires to issue its additional parity revenue bonds pursuant to the Bond Resolution and to pay the costs of said improvements, including, but not limited to the following: 1. Bayard Avenue Water Quality Improvements 2. Route 13 Water Quality Improvements 3. East side North State Street (the "Projects"). NOW THEREFORE THE CITY OF DOVER HEREBY ORDAINS (AT LEAST THREE FOURTHS OF THE MEMBERS OF COUNCIL CONCURRING HEREIN): Section 1. Amount and Purpose of the Bonds. Acting pursuant to the Enabling Acts, and the Bond Resolution the City shall issue its negotiable obligations in the maximum aggregate. Section 2. Principal amount not to exceed $2,404,017 to finance or refinance a portion of the cost of the construction and equipping of the Projects, an estimate of which is appended hereto as Exhibit A. P.O. Box 475 ˜ Dover, Delaware ˜19903 Community Excellence Through Quality Service

Resolution No. 2009-21 - Authorizing the Issuance and Sale of up to $2,404,017 Water and Sewer Page 2 Revenue Bonds of the City of Dover The monies raised from the sale of the Bonds (including the investment earnings thereon) after the payment of the costs of issuance, shall be expended only for the purposes authorized herein or as may otherwise be authorized by subsequent action by City Council. Authorized purposes include the costs of planning, constructing, acquiring and equipping the Projects or any portion thereof; interest on the Bonds and any interim financing during the construction period and for a period of up to one year following the estimated date of completion; the costs of issuance of the Bonds and any interim financing; the repayment of temporary loans incurred with respect to the Projects; and the reimbursement of authorized costs previously expended by the City from other funds. Section 3. Terms of the Bonds. The Bonds shall be sold to the Delaware Drinking Water State Revolving Fund (the "SRF Fund") administered by the State of Delaware Department of Health and Social Services pursuant to the terms of its commitment letter dated January 15, 2010 (the "Commitment Letter"), a copy of which is appended hereto as Exhibit B, and the other terms and conditions to be contained in a Financing Agreement between the City and the SRF Fund (the "Financing Agreement"). It is anticipated that the interest rate for the Loan will be based on the SRF Fund Interest Rate Policy. Section 4. Security for the Bonds. The principal, interest and premium, if any, on the Bonds shall be payable solely from the City's Net Operating Revenue which is hereby pledged to secure the Bonds on a parity with the Outstanding Bonds. The full faith and credit of the City shall not be pledged to pay principal and interest on the Bonds. Section 5. Rate Covenant. The City covenants that it will fix and collect rates, fees and other charges for the use of and for services furnished or to be furnished by the System, and will from time to time revise such rates, fees and other charges so that in each Fiscal year the Net Operating Revenue available to pay debt service on the Bonds will equal at least the principal and interest requirements for the Bonds. If, for any reason, the revenues are insufficient to satisfy the foregoing covenant, the City shall within ninety (90) days adjust and increase its rates, fees and other charges or reduce its Operating Expenses so as to provide sufficient Net Operating Revenue to satisfy such requirement. Section 6. Details of the Bonds. The Mayor and City Treasurer are authorized to determine the details of the Bonds including the following: the date or dates of the Bonds; provisions for either serial or term bonds; sinking fund or other reserve fund requirements; due dates of the interest thereon; the form of the Bonds; the denominations and designations of the Bonds; registration, conversion and transfer provisions; provisions for the receipt, deposit and investment of the proceeds of the Bonds; provisions for the replacement of a lost, stolen, mutilated or destroyed Bonds; and provisions for issuing uncertificated obligations and all procedures appropriate for the establishment of a system of issuing uncertificated debt. The Bonds shall be executed by the manual or facsimile signature of the Mayor and City Treasurer, shall contain an impression of the City Seal of a facsimile thereof and shall be attested by the manual signature of the City Clerk. Section 7. Further Action. The Mayor, the President of the City Council, the City Treasurer, the City Manager and the City Clerk are authorized and directed to take such other action on behalf of the City, as may be necessary or desirable to effect the adoption of this Resolution and the issuance and sale of the Bonds and to provide for their security and to carry out the intent of this Resolution, including the publication of notices and advertisements and the execution and delivery of customary closing certificates.

Resolution No. 2009-21 - Authorizing the Issuance and Sale of up to $2,404,017 Water and Sewer Page 3 Revenue Bonds of the City of Dover Section 8. Effective Date. This Resolution shall become effective immediately upon its passage. The City Clerk is hereby directed to publish once in a newspaper published in the City a notice in substantially the following form: "NOTICE IS HEREBY GIVEN that the City Council of The City of Dover, Delaware on February 22, 2010 pursuant to Chapter 111, Volume 52, Delaware Laws, as amended, adopted a resolution entitled as follows: "RESOLUTION AUTHORIZING THE ISSUANCE AND SALE OF UP TO $2,404,017 WATER AND SEWER REVENUE BONDS OF THE CITY OF DOVER FOR THE CONSTRUCTION OF CERTAIN WATER AND SEWER PROJECTS AND AUTHORIZING ALL NECESSARY ACTION IN CONNECTION THEREWITH" "The purpose of the issuance and sale of said bonds is to provide funds (approximately $2,404,017) to pay a portion of the costs of certain projects including, but not limited to: [(1) Bayard Avenue Water Quality Improvements; (2) Route 13 Water Quality Improvements; (3) East side North State Street.] "Any action or proceeding to contest the validity of said resolution or any of its provisions must be commenced within thirty (30) days after publication of this notice. After expiration of such period of limitation, no right of action or defense founded upon the invalidity of said resolution or any of its provisions shall be asserted, nor shall the validity of said resolution or any of its provisions be open to question in any court upon any ground whatsoever, except in an action or proceeding commenced within such period." By order of the City Council of the City of Dover. City Clerk ADOPTED this 22nd day of February, 2010. CITY OF DOVER, DELAWARE Attest: Clerk, Dover City Council President, Dover City Council APPROVED by the Mayor of the City of Dover on the 22nd day of February, 2010. Mayor

Resolution No. 2009-21 - Authorizing the Issuance and Sale of up to $2,404,017 Water and Sewer Page 4 Revenue Bonds of the City of Dover Exhibit A Estimated Costs of Projects Project # Description Project Estimate WQ0905 Bayard Avenue Water Quality Improvements $533,510 WQ0907 Route 13 Water Quality Improvements 1,023,700 WQ0906 East side North State Street 846,807 Total Project Estimates $2,404,017

Exhibit B Commitment Letter 5

6

7

EXHIBIT #2 COUNCIL MEETING OF 02/22/2010 GROUND LEASE by and between THE CITY OF DOVER, DELAWARE and WHITE OAK SOLAR ENERGY, LLC THIS GROUND LEASE (the “Lease”) made as of the ____________day of ____________, 2010 (the “Effective Date”), by and between the City of Dover, Delaware, having an address at 15 E. Loockerman Street, Dover, Delaware 19903 (“Dover”) and White Oak Solar Energy, LLC, a Delaware limited liability company, having an address at c/o LS Power, Two Tower Center, 11th Floor, East Brunswick, New Jersey 08816 (“Lessee”). WITNESSETH WHEREAS, Dover wishes to enter into an agreement with a power producing company that will develop, construct, own, and operate a solar photovoltaic electric generating facility with a nameplate rating of approximately 10 MW and ancillary or related services and facilities thereto (the “Facility”); and WHEREAS, Dover issued an RFP seeking power producers able and willing to develop, construct, own and operate such a facility, and after reviewing the proposals received in response to the RFP, Dover selected Lessee to develop, construct, own and operate the Facility at the site in Dover, Delaware known as the Garrison Tract (as hereinafter defined); and WHEREAS, concurrently herewith, Dover is entering into a Solar Energy Purchase Agreement (“SEPA”) with Lessee pursuant to which Lessee will develop, construct, improve, repair replace, own and operate the Facility and sell the energy, capacity, and certain related products to Dover pursuant to the terms of the SEPA; and WHEREAS, Dover, for and in consideration of the rents, covenants and agreement hereinafter mentioned, does hereby lease to Lessee, and Lessee does hereby lease from Dover, that certain real property described on Exhibit A annexed hereto and made a part hereof (the “Leased Land”), and all (1) of Dover’s interest in all property in the nature of buildings, structures and fixtures now and hereafter situated on such land and constituting parts of the Leased Land, and (2) rights, interests, powers, licenses, easements, rights-of-way, privileges, hereditaments and franchises now or hereafter situate thereon or appertaining thereto the Leased Land or otherwise necessary for development, construction, ownership, operation and maintenance of the Facility in Lessee’s reasonable discretion (collectively referred to as the “Premises”). 1

WHEREAS, capitalized terms used and not defined in this Lease have the meanings given to them in Exhibit B hereto. NOW, THEREFORE, the parties hereto, in consideration of the premises and covenants herein set forth, and for other good and valuable consideration, receipt of which is hereby acknowledged, each intending to be legally bound, hereby agree as follows: ARTICLE I LEASE OF THE LAND; RENT; TERM OF LEASE; RENEWAL Section 1.01. Premises. Dover hereby leases the Premises to Lessee and Lessee hereby leases the Premises from Dover, subject to and upon the terms, conditions and undertakings hereinafter set forth. Section 1.02. Term. The term (as it may be extended or sooner terminated, the “Term”) of this Lease shall commence on the Effective Date and shall expire on the twenty-eighth (28th) anniversary of the Commercial Operations Date, subject to the renewal terms and early termination rights set forth herein (the “Termination Date”); provided, however, that this Lease shall terminate earlier on the date that is twelve (12) months after the Effective Date if the Construction Start Up Date has not occurred by such date, subject to Force Majeure Delays. In the event of any Force Majeure Delays, any performance date or deadline applicable to Lessee (including, but not limited to, the Termination Date) shall be extended by the same duration (on a day for day basis) as the duration of such Force Majeure Delays. Dover grants Lessee five (5) irrevocable options (each, an “Option” and together, the “Options”)(to be exercised in Lessee’s sole discretion) to extend the Term by one (1) year for each Option (i.e., 5 years total) by delivering written notice thereof to Dover not less than nine (9) months prior the then- scheduled Expiration Date. In addition, at any time prior to the Commercial Operations Date and after the expiration or early termination of the SEPA, Lessee shall have the right to terminate this Lease upon not less than three (3) months prior notice to Dover. Any extension of the term of the SEPA shall not cause an extension of the Term unless otherwise agreed upon in writing by Lessee and Dover. Section 1.03. Rent. Lessee shall pay Dover Rent in four (4) equal quarterly installments, which shall be due on the first Business Day of January, April, July, and October of each year during the Term, except that the first installment shall be due thirty (30) days after the Effective Date. For purposes of this Lease, “Rent” means: (a) From the Effective Date until the Construction Start Up Date, the monthly Rent shall be One Thousand Dollars ($1,000.00) per month. (b) Following the Construction Start Up Date, the annual Rent shall be Fifty-Five Thousand dollars and no cents ($55,000.00), which shall 2

increase by two and one-half percent (2.5%) on each anniversary of such date. Section 1.04. Proration. Lessee’s obligation to pay the first and last installments of Rent under the preceding clauses (a) and (b) of Section 1.03 shall be prorated on a per diem basis. ARTICLE II WARRANTIES Section 2.01. Warranties of Dover. Dover hereby represents, warrants and covenants: (a) That Dover has good and marketable title to the Leased Land, full power and authority to execute and deliver this Lease, to perform its obligations hereunder and to grant the rights granted to Lessee hereunder, and duly authorized the forgoing. (b) Dover has not received written notice from any governmental authority pertaining to the violation of any law or regulation pertaining to the Premises. (c) Except for Permitted Encumbrances, there are and shall be no liens, encumbrances, restrictions, covenants, easements or conditions, or other title defects of record or otherwise, which would adversely affect Dover’s title to the Leased Land or Lessee’s use or financing of the Leased Land for the Facility; (d) That all Real Property Taxes and Other Property Taxes of any kind with respect to the Leased Land, if any, or payments in lieu thereof, have been paid in full; and (e) That Dover makes no warranty or representation, express or implied, as to whether the past uses of the Leased Land complied with federal, Delaware, or local environmental laws. Section 2.02. Warranties of Lessee. Lessee represents and warrants to and covenants with Dover that Lessee has full power and authority to adopt, enter into, execute and deliver this Lease, and to perform all of its obligations hereunder, and has duly authorized the foregoing. ARTICLE III TAXES Section 3.01. Taxes. 3

(a) Real Property Taxes. Provided that Dover causes all applicable Real Property Tax bills to be delivered to Lessee not later than thirty (30) days prior to the applicable due date, Lessee shall pay, prior to delinquency, the Real Property Taxes, if any, levied or assessed (i) against the Leased Land or (ii) the Garrison Tract if not a separately taxed parcel (however, Lessee shall only pay (A) a pro rata amount of such Garrison Tract Real Property Taxes based on the acreage of unimproved land on the Premises as it bears in relation to the acreage of unimproved land on the Property) and (B) the Real Property Taxes levied or assessed with respect to the Facility, in each case for the period commencing on the Effective Date and ending on the Expiration Date. (b) Other Property Taxes. Lessee shall pay directly to the taxing authority any Other Property Taxes levied or assessed against the Premises (accruing from and after the Construction Start Up Date and before the Expiration Date) prior to delinquency provided Dover delivers an invoice therefor not later than thirty (30) days prior to the due date. (c) Contesting Taxes. Lessee may, at its sole cost and expense, contest by appropriate legal proceedings conducted in good faith and with due diligence, the amount or validity or application, in whole or in part, of any taxes or assessments. Dover management agrees to reasonably cooperate with such efforts. Dover agrees to promptly cause the Leased Land to be separated as a legal parcel out of the Garrison Tract if Lessee reasonably believes that its share of Real Estate Taxes or Other Property Taxes would be less if the Leased Land was a separately taxed parcel. ARTICLE IV ASSIGNMENT AND SUBLETTING OF THE LEASED LAND Section 4.01. Lessee Assignment. Lessee shall not assign without obtaining Dover’s written consent for the same. Notwithstanding the foregoing, Lessee may: (i) assign this Lease without the consent of Dover to any Affiliate of Lessee; (ii) assign, pledge, hypothecate or otherwise transfer, as and for, among other purposes, collateral security, in connection with any financing-related or sale-leaseback transaction; and (iii) grant licenses with respect to the Premises on a temporary basis in connection with the development, construction, repair, improvement, repowering, operation or replacement of the Facility (or related improvements). Dover agrees to execute a written consent to such financing-related or sale-leaseback assignment as may be reasonably requested from time to time. If such written consent is not requested, Lessee shall notify Dover of any such assignment no later than thirty (30) days after the assignment. In evaluating a proposed assignee or sublessee, Dover’s consent shall be deemed unreasonably withheld if such consent is denied to a party (a) with substantially similar creditworthiness or valuation as Lessee, and (b) that has at least similar experience as Lessee in the operation of power generation facilities. Dover shall respond in writing accepting or denying a proposed assignee or sublettee within 15 days after Lessee’s request therefor, otherwise Dover’s consent shall be deemed granted. 4

ARTICLE V EASEMENTS; ADDITIONAL SPACE DURING CONSTRUCTION; QUIET USE AND ENJOYMENT Section 5.01. Granting Easements. Dover shall grant (and shall reasonably cooperate with Lessee in obtaining grants from third parties of) such easements, licenses, rights-of-way or other rights in the Leased Land and adjacent property owned by Dover, in such form and substance as are determined by Lessee to be reasonably necessary to construct, maintain, replace, repower, improve, own and finance the Facility, and the foregoing shall become part of the Premises. Section 5.02. Permitting and Approvals. Dover shall reasonably cooperate with Lessee in, and shall support (and not publicly oppose) Lessee’s applications for, all entitlements (including, but not limited to, all zoning changes or variances, site plan approvals, building permits, regulatory approvals, interconnection rights and other licenses, permits and approvals) reasonably required to develop, construct, replace, repower, improve and operate the Facility. Section 5.03. Notice of Start of Construction. Lessee shall provide Dover thirty (30) days notice prior to commencing construction. Section 5.04. Additional Space During Construction. During the course of construction of the Facility, Dover, upon thirty days notice by Lessee, shall use its best efforts to set aside such additional land adjacent to the Premises ( in an amount not to exceed ten (10) acres) as is reasonably requested by Lessee for the efficient construction of the Facility. Lessee shall use its commercially reasonable efforts to minimize interference with the operations of Dover and any other authorized user of the land adjacent to the Leased Land during the period of construction of the Facility. Once Dover makes available this additional space, Lessee shall pay Dover forty-six dollars ($46.00) per acre per month or any portion of a calendar month. Section 5.05. Quiet Use and Enjoyment. Subject to the terms of this Lease, Lessee shall enjoy the peaceful and quiet use, possession and enjoyment of the Premises without hindrance or disturbance by Dover or any persons claiming by, through or under Dover. Dover agrees to warrant and forever defend Lessee’s exclusive right to such occupancy, use, and enjoyment and the title to the Leased Land against the claims of any and all persons whomsoever lawfully claim the same, or any part thereof, by, through or under Dover. Section 5.06. Setbacks and Shading. Dover shall enforce setbacks on adjoining uses of the Garrison Tract such that structures and landscaping must be setback from the Leased Land at (i) a minimum of forty (40) feet of horizontal distance for every ten (10) feet of structure or tree height for uses that are located to the east or west of any property line of the Leased Land and (ii) a minimum of twenty-five (25) feet of horizontal 5

distance for every ten (10) feet of structure or tree height for uses that are located to the north or south of any property line of the Leased Land. Dover understands that this setback is essential to prevent and minimize shading on the Facility and thus maximize energy production from the Facility, and Lessee and the Facility would be harmed otherwise. Lessee is hereby permitted to trim and remove trees on the Leased Land in accordance with local and state ordinances. ARTICLE VI USE; SURRENDER; ASSIGNMENT; CONDEMNATION; INSPECTIONS Section 6.01. Use of the Leased Land. Lessee shall use the Leased Land solely for the purpose of the development, construction, installation, ownership, maintenance and operation of the Facility. In addition, at any time and from time to time during the Term, Lessee may perform such alteration, renovation, repair, refurbishment, replacement, improvement, repowering, removal, and other work with regard to any of Lessee’s improvements on the Leased Land (including, but not limited to, the Facility) as Lessee may elect. Section 6.02. Surrender of the Leased Land. (a) Lessee, upon the termination of this Lease, shall surrender the Leased Land to Dover free and clear of all liens and encumbrances, except Permitted Encumbrances and those approved by Dover during the Term. Except as set forth in, and subject to the provisions of the SEPA, upon termination of the Lease for any reason or upon Lessee’s desertion, vacation, abandonment of or eviction from the Premises, (1) Lessee shall, at its sole cost and expense, (i) remove all of its personal property, equipment, fixtures, goods or other personal property maintained within or on the Premises, (ii) remove any appurtenances, including foundations, footers, supports, and structures (including the Facility) placed on the Premises by Lessee and (iii) backfill any holes or excavations with clean fill material that occur from the removal of the items in the preceding clause (ii) (“Restoration”), and (2) the Term shall remain in effect for not more than nine (9) months after such termination (with rent continuing to be due and payable by Lessee in the amount provided in Section 1.03(b)) in order to permit Lessee to complete its obligations under the preceding clause (1); provided, however, that Lessee may, upon notice to Dover, terminate this Lease at any time prior to the expiration of the nine (9) month period provided Lessee has completed its obligations set forth in the preceding clause (1). (b) In order to secure the Restoration obligation, fifteen (15) years after the Construction Start Up Date, Lessee shall provide Dover with a letter of credit or bond (“Surety”) in the amount of the estimated costs to complete the Restoration (“Restoration Costs”). To determine the amount of the Restoration Costs, Lessee shall provide Dover with a list of at least four 6

contractors qualified to provide estimates for the costs of the Restoration and Dover shall approve at least three of the contractors within (30) Business Days after receipt of the list. In the event, that Dover does not approve at least three contractors, Dover shall provide its reasons of disapproval and offer alternative contractors that are acceptable to Lessor. Lessor shall have three approved contractors each prepare an estimate of the costs to complete the Restoration and the average amount of the estimates prepared by the three contractors shall be the amount of the Restoration Costs for purposes of this Section 6.02(b). The costs of any such contractors shall be borne by Lessor. On each full calendar year thereafter, the security for the Restoration Costs shall be increased by an annual escalation rate of two and one-half percent (2.5%). The Surety is to remain in effect until the appropriate phase of decommissioning is complete and all associated costs have been paid in full, free from all liens and claims of contractors, subcontractors, mechanics, laborers, and materialmen. Lessee shall provide Dover with information and documentation to confirm the existence and maintenance of such security in favor of Dover within thirty (30) days of each anniversary of the date the original Surety is established. Section 6.03. Assignment by Dover. In no event shall Dover sell or assign Dover’s interest in the Leased Land unless Lessee has consented to said assignment or sale in writing and the transferee has fully assumed all of the obligations of Dover under this Lease. Section 6.04. Condemnation. (a) The parties represent and warrant that it is their intention that neither the Premises, Facility, nor any portion of the foregoing, shall be subject to a condemnation action or proceeding by the City for the purpose of seizing property for a public use at anytime during the Term. However, the balance of the provisions of this Section 6.04 apply in the event that circumstances affecting the Premises and/or Facility substantially change in the future to the extent that a condemnation action or proceeding affecting the Premises and/or Facility becomes necessary. (b) If any portion of the Premises is taken pursuant to condemnation, eminent domain, or exercise of a similar power, or transfer under threat of such compulsory transfer or taking by a governmental authority having jurisdiction (other than Dover), then this Lease shall terminate as to such portion. Upon a taking of any portion of the Premises, Rent shall be reduced by an amount equal to the product of the (a) Rent otherwise payable under this Lease, multiplied by (b) a fraction, the numerator of which is the square footage of the Premises taken and the denominator of which is the square footage of Premises immediately prior to such taking. If the remaining portion of the Premises is insufficient for Lessee’s use as determined by Lessee in Lessee’s sole and absolute discretion, Lessee shall have the right to terminate this Lease upon providing thirty (30) 7

days’ written notice thereof to Dover. In the event of a complete taking, this Lease shall terminate and be of no further force or effect. (c) Both Lessee and Dover shall have the right to participate in any condemnation proceeding. Each shall notify the other promptly of any contemplated or threatened condemnation proceeding of which it shall become aware and shall keep the other informed of developments with respect thereto. Section 6.05. Compliance Inspections. Dover shall have the right to enter the Premises (a) at any time, in the case of an emergency, and (b) otherwise at reasonable times upon not less than five (5) Business Days prior written notice and during normal business hours, in each case for the purpose of inspecting the condition of the Leased Land and for verifying compliance by Lessee with this Lease and all applicable laws and required permits. Lessee may require any parties entering upon the Premises to adhere to Lessee’s rules and regulations relating to the safety and operation of the Facility other than in the event of emergencies where adherence to such rules and regulations would be impracticable. ARTICLE VII INSURANCE AND INDEMNIFICATION Section 7.01. General Liability Insurance. Lessee shall, at its sole cost and expense, keep and maintain in full force and effect through the Term Comprehensive General Liability Insurance, and such policy shall name Dover as an additional insured. Lessee shall also, at its sole cost and expense, keep and maintain in full force and effect through the Term Workers' Compensation Insurance, as required by law. Section 7.02. Certificates of Insurance. Upon Dover's request, Lessee shall deliver to Dover a certificate evidencing such insurance coverage. All insurance policies shall provide for thirty (30) days advance notice in writing to Dover prior to modification or cancellation. The insurance required under this Article VII shall be issued by a solvent company or companies having at the time of issue or reissue a financial size category of not less than XII and with general policy holders' ratings of not less than A, as rated in the most current available "Best's" insurance reports. Section 7.03. Indemnification by Lessee. Lessee shall save, defend, indemnify and hold harmless Dover and its officials, officers and employees in their official and personal capacities (collectively, the “Dover Parties”), from all losses, fines, penalties, costs, suits, proceedings, liabilities, damages, claims and actions of any kind (collectively, “Liabilities”) arising out of Lessee’s use and occupancy of the Premises or any buildings or other improvements thereon during the Term hereof; provided, however, that Lessee’s foregoing shall not extend to any Liabilities relating to (a) any condition on or under the Premises not caused by Lessee or (b) the negligence or willful misconduct of any Dover Party. This indemnification shall extend to all claims by any person or party for death or injury to persons and damage to any property, and to legal 8

expense, including reasonable attorneys' fees and court costs. The provisions of this Article shall survive the termination of this Lease. Section 7.04. Indemnification by Dover. Dover shall save, defend, indemnify and hold harmless Lessee, its officials, officers, members, managers, agents and employees, in their official and personal capacities, from all Liabilities arising out of Lessee’s use and occupancy of the Premises or any buildings or other improvements thereon during the Term hereof. This indemnification shall extend to all claims by any person or party for death or injury to persons and damage to any property, and to legal expense, including reasonable attorneys' fees and court costs, to the extent that the same arise from any negligence or willful misconduct of Dover, its contractors or any of the other Dover Parties. The provisions of this Article shall survive the termination of this Lease. ARTICLE VIII UTILITIES Section 8.01. Lessee’s Obligations. Unless otherwise provided in the SEPA, Dover shall have no obligation to pay any utility meter, connection and service charges, including those for gas, sewer, electricity, water or standby sprinkler and/or any deposits required by utility suppliers with respect to the Premises. Dover shall cooperate with Lessee in obtaining any easements from third parties for utility services, including the execution and delivery of any easement agreements. Lessee may arrange for and provide such utility and other services to or for the benefit of the Premises as Lessee deems appropriate and may execute, deliver and record such agreements in furtherance thereof as Lessee deems appropriate. ARTICLE IX ENVIRONMENTAL COMPLIANCE Section 9.01. No Hazardous Materials. Lessee shall not cause or knowingly permit any hazardous materials or substances (as such terms are defined in any environmental laws, rules or regulations) ("Hazardous Materials") to be generated, produced, brought upon, used, stored, treated, discharged, released, spilled or disposed of on, in, under or about the Premises in violation of applicable laws by Lessee, its affiliates, agents, employees, contractors, sublessees, assignees or invitees. Notwithstanding the foregoing, Lessee shall be permitted to bring upon, use and store certain Hazardous Materials customarily used in the construction, maintenance, operation, repairing, improving, replacing and decommissioning of the Facility by Lessee provided Lessee complies with all environmental laws in connection therewith. Section 9.02. Indemnification for Hazardous Materials. Lessee shall indemnify, defend and save harmless Dover from all Liabilities connected with any spills or discharges of Hazardous Materials at or on the Premises which occur during the Term in breach of Lessee’s obligation as set forth in Section 9.01 above (other than with 9

respect to matters for which Lessee is liable). Nothing contained herein shall preclude Lessee’s right to contest, by appropriate proceedings, the validity, or applicability to the Premises, of any law or requirement of any public authority, or direction of any public officer. Dover, at Dover's sole cost and expense, shall cooperate fully with Lessee in any environmental action taken by Lessee with respect to the Premises in furtherance of Lessee’s obligations under this Lease, including, without limitation, executing and delivering to Lessee any submissions to, providing information to, and complying with all requirements of, the Delaware Natural Resources Commission. Dover shall indemnify, defend and save harmless Lessee, its officials, officers and employees, in their official and personal capacities, from all losses, fines, penalties, costs, suits, proceedings, liabilities, damages, claims and actions of any kind arising out of or in any way connected with any costs, losses or liability arising out of spills or discharges of Hazardous Materials, violations of Environmental Laws or other conditions of the Premises which occurred, or were in existence, prior to the commencement or after the end of the Term or are otherwise caused by Dover. Section 9.03. Survival of Provisions. The provisions of this Article shall survive the expiration or termination of this Lease. ARTICLE X EVENT OF DEFAULT BY LESSEE Section 10.01. Default. Lessee shall be in default under this Lease only if, during the Term, Lessee shall fail to observe any requirement, obligation (including payment of Rent), agreement, covenant or condition of this Lease, and any such failure shall continue for thirty (30) days after written notice from Dover specifying the basis for such default (each, an "Event of Default"); provided, however, that in the event such failure cannot reasonably be remedied by Lessee within thirty (30) days, no Event of Default shall occur if Lessee commences to remedy the default within the thirty (30) day time period and prosecutes the same to completion with diligence. Section 10.02. Notice, Opportunity to Cure. Subject to the provisions of Article XI, (1) upon an Event of Default (or for so long as such Event of Default continues), Dover, without waiving any other rights available to Dover at law or in equity, may either (a) give Lessee thirty (30) days` written notice of termination of this Lease or (b) without terminating this Lease, give Lessee notice of Dover's intention to re-enter and take possession of the Premises pursuant to legal process, and (2) the giving of either of such notices to Lessee shall precede the termination of Lessee’s right to possession of the Premises under this Lease, and give rise to the rights of Dover to exercise all other available legal remedies without discharging Lessee from any of its liabilities or obligations hereunder, except those that cannot be satisfied in the absence of possession of the Premises by Lessee. ARTICLE XI LESSEE’S FINANCING Section 11.01. Lessee’s Right to Encumber. Lessee may, from time to time and at any time, without Dover’s consent or joinder, encumber its interest in this Lease and the leasehold estate hereby created with one or more deeds of trust, mortgages, or other 10

lien instruments to secure any borrowings or obligations of Lessee or Lessee’s affiliates. Any such mortgages, deeds of trust, and/or other lien instruments, and the indebtedness secured thereby, provided that Dover has been given notice thereof as set forth in Section 12.05, are herein referred to as “Permitted Mortgages,” and the holder or other beneficiary thereof are herein referred to as “Permitted Mortgagees.” No lien of Lessee upon its interest in this Lease and the leasehold estate hereby created shall encumber or affect in any way the interest of Dover hereunder or in and to the Leased Property, except insofar as Dover is obligated to take certain actions as to Permitted Mortgagees as provided in this Article 11. The Facility and the leasehold estate created hereby shall at all times remain separate and apart from the title to the Leased Land for all purposes relating to the interests of any mortgagees of Dover and Lessee. Section 11.02. Mortgagee Protective Provisions. If Lessee encumbers its interest in this Lease and the leasehold estate hereby created with liens as above provided, then Lessee shall notify Dover thereof, providing with such notice the name and mailing address of the Permitted Mortgagee in question, Dover shall, upon request, acknowledge receipt of such notice, and for so long as the Permitted Mortgage in question remains in effect the following shall apply: (a) Dover shall give to the Permitted Mortgagee a duplicate copy of any and all notices which Dover gives to Lessee pursuant to the terms hereof, including notices of default, and no such notice shall be effective until such duplicate copy is actually received by such Permitted Mortgagee, in the manner provided in Section 12.05. (b) There shall be no cancellation, surrender, or modification of this Lease by joint action of Dover and Lessee without the prior written consent of the Permitted Mortgagee. (c) if an Event of Default should occur hereunder, then Dover specifically agrees that: (1) Dover shall not enforce or seek to enforce any of its rights, recourses, or remedies, including but not limited to termination of this Lease or Lessee’s right to possession hereunder, until a notice specifying the Default and the event giving rise to such Default has been received by the Permitted Mortgagee, in the manner provided in Section 12.05, and if the Permitted Mortgagee proceeds to cure the Event of Default within a period of 30 days after the later of receipt of such notice or the occurrence of such Event of Default, as to Events of Default which Permitted Mortgagee cannot reasonably cure within such time period, the Permitted Mortgagee, to the extent it is reasonably able to do so, commences curing such Event Default within such time period and thereafter diligently pursues such cure to completion, then any payments made and all things done by the Permitted Mortgagee to effect such cure shall be as fully effective to prevent the exercise of any rights, recourses, or remedies by Dover as if done by Lessee; 11

(2) if the Event of Default is a nonmonetary default that a Permitted Mortgagee cannot reasonably cure without being in possession of the Premises, then for so long as the Permitted Mortgagee is diligently attempting to secure possession of the Premises (whether by foreclosure or other procedures), provided the Permitted Mortgagee cures any monetary Events of Defaults as well as any other Events of Defaults that are reasonably susceptible of then being cured by the Permitted Mortgagee, then Dover shall allow the Permitted Mortgagee such time as may be reasonably necessary under the circumstances to obtain possession of the Premises in order to cure such Event of Default, and during such time Dover shall not enforce or seek to enforce any of its rights, remedies or recourses hereunder; and (3) if the Event of Default is a non monetary default of such a nature that it is not reasonably susceptible of being cured by the Permitted Mortgagee, then Dover shall not enforce or seek to enforce any of its rights, remedies, or recourses hereunder so long as Permitted Mortgagee pays all Rent then due and thereafter keeps the monetary obligations of Lessee hereunder current and complies with those other provisions of this Lease which, by their nature, Permitted Mortgagee may then reasonably comply with. (d) Should the Lease be terminated for any reason other than expiration of the stated Term, then the Permitted Mortgagee shall have the right and option, exercisable by delivering notice to Dover not later than 60 days after receipt from Dover of written notice of such termination (which notice Dover agrees to give) to elect to receive, in its own name or in the name of its nominee or assignee, a new lease of the Premises for the unexpired balance of the Term on the same terms and conditions as herein set forth, having the same priority as this Lease, and Dover agrees to execute such new lease provided such Permitted Mortgagee shall undertake forthwith to remedy any then uncured Event of Default reasonably susceptible by its nature of being remedied by such Permitted Mortgagee, including the payment of any amount due hereunder. (e) No Permitted Mortgagee shall be or become liable to Dover as an assignee of this Lease until such time as such Permitted Mortgagee, by foreclosure or other procedures, shall either acquire the rights and interests of Lessee under this Lease or shall actually take possession of the Premises, and upon such Permitted Mortgagee’s assigning such rights and interests to another party or upon relinquishment of such possession, as the case may be, such Permitted Mortgagee shall have no further such liability. (f) From time to time during the Term, Dover shall, within ten (10) Business Days after receipt, execute and deliver to a Permitted Mortgagee, or a prospective Permitted Mortgagee, any estoppel, nondistrubance agreement, recognition agreement, consent, lien waiver or other commercially reasonable document requested by any Permitted Mortgagee or prospective Permitted Mortgagee, in each case in form and substance reasonably acceptable to Dover. 12

(g) Dover shall not encumber the Premises (or any interest therein) without obtaining Lessee’s prior written consent. Lessee may condition its consent to any encumbrance on fee title to the Leased Land on the execution by the fee lender of a subordination agreement or a nondisturbance/recognition agreement in form and substance acceptable to all Permitted Mortgagees. 11.03. Modifications. If any prospective Permitted Mortgagee requires modifications to this Lease as a condition to granting a Permitted Mortgage, Dover shall not unreasonably withhold its consent to such modifications, provided that Dover shall not be required to consent to any such modification pertaining to Rent, the Term, or any other material economic provision of this Lease, nor to any modification which would materially decrease Dover’s rights or increase its burdens or obligations hereunder. Any out of pocket cost incurred by Dover in connection with any such proposed modification shall be borne by Lessee. ARTICLE XII MISCELLANEOUS Section 12.01. Amendments. The parties hereto may amend this Lease only in writing. Without limiting the generality of the foregoing, the term of this Lease shall be, and is hereby, extended to coincide with any extension of the terms of the SEPA. Section 12.02. Severability. If any term or provision of this Lease, or the application thereof to any person or circumstances shall to any extent, be invalid or unenforceable, the remainder of this Lease or the application of such term or provision to persons or circumstances other than those as to which it is invalid or unenforceable, shall not be affected thereby, and each term and provision of this Lease shall be valid and enforceable to the fullest extent permitted by law. Section 12.03. Waiver. The waiver by either party of any breach of this Lease shall not be deemed to be a waiver of a subsequent breach of the same or any other covenant, condition or term of this Lease. Section 12.04. Merger. This Lease, including all exhibits attached hereto, constitutes the entire agreement between the parties, and all prior understandings, agreements and representations have been merged herein. Section 12.05. Notices and Demands. Notices required by this Lease shall be addressed to the other Party at the addresses noted in Exhibit C as either Party updates them from time to time by written notice to the other Party. Any notice, request, consent, or other communication required or authorized under this Lease to be given by one Party to the other Party shall be in writing. It shall either be hand delivered or mailed via overnight service with signature required upon receipt, to the representative of said other Party. If delivered, the notice, request, consent or other communication shall be simultaneously sent by facsimile or other electronic means. Any such notice, 13

request, consent, or other communication shall be deemed to have been received by the close of the Business Day on which it was hand delivered or transmitted electronically (unless hand delivered or transmitted after such close in which case it shall be deemed received at the close of the next Business Day). Real-time or routine communications concerning Facility operations shall be exempt from this Section. Section 12.06. Mutual Waiver of Subrogation. Each party hereby waives any and all claims which arise or which may arise in its favor and against the other party hereto during the Term or any extension or renewal thereof for any and all loss of, or damage to, any of its property located within or upon or constituting a part of the Facility, to the extent that such loss or damage is recovered under an insurance policy or policies and to the extent such policy or policies contain provision permitting such waiver of claims. Each party agrees to request its insurers to issue policies containing such provisions and if any extra premium is payable therefor, the party which would benefit from the provision shall have the option to pay such additional premium in order to obtain such benefit. Section 12.07. Standard of Approvals. If and to the extent the consent, approval or similar action of a party is required under this Lease, such consent, approval or similar action shall not be unreasonably withheld, conditioned or delayed unless otherwise expressly provided in the terms of this Lease. Section 12.08. Estoppel Certificate. Dover and Lessee shall execute and deliver to each other, within 15 Business Days after request therefor by the other party, or by any Permitted Mortgagee, a certificate addressed as indicated by the requesting party and stating: (a) whether or not this Lease is in full force and effect; (b) whether or not this Lease has been modified or amended in any respect, and submitting copies of such modifications or amendments; (c) whether or not there are any existing defaults or Events of Default hereunder known to the party executing the certificate, and specifying the nature thereof; (d) whether or not any particular Article, Section, or provision of this Lease has been complied with; and (e) such other matters as may be reasonably requested by the requesting party. Section 12.09. Binding Effect. This Lease shall inure to the benefit of and shall be binding upon Lessee and Dover and their respective successors and assigns. 14

Section 12.10. Counterparts. This Lease may be executed in counterparts, each of which shall constitute original documents, but all of which together shall constitute one and the same instrument. Section 12.11. Applicable Law. This Lease shall be interpreted and enforced in accordance with the laws of Delaware. Section 12.12. Recording. A memorandum of this Lease shall be recorded by Lessee, and Dover agrees to execute and acknowledge such memorandum promptly following Lessee’s request therefor. Section 12.13. Headings. The headings of the several sections hereof are inserted for convenience only and shall not control or affect the interpretation of the provisions hereof. Section 12.14. Force Majeure. If Dover or Lessee shall be delayed, hindered in or prevented from the performance of any acts required hereunder, other than the payment of Rent, by reason of a Force Majeure Delay, then performance of such acts shall be excused for the period of the delay and the period for the performance of any such act shall be extended for a period equal to the period of such delay. Section 12.15. Brokerage. Lessee and Dover each represents and warrants to the other that it knows of no person who is entitled to a real estate brokerage commission or sum in lieu thereof in connection with the execution of this Lease or the creation of the tenancy effected by this Lease and each agrees to save, defend and indemnify the other from and against any claims, costs or damages attributable to any misrepresentation or breach of warranty by the indemnitor hereunder. Section 12.16. No Joint Venture. Nothing contained in this Lease shall be interpreted as creating a joint venture, partnership, or any other relationship between the parties, other than the relationship described in this Lease. Section 12.17 Legal Representation. The provisions of and exhibits to this Lease have been prepared, examined, negotiated and revised by each party and their respective lawyers, and no implication shall be drawn and no provision shall be construed against any party hereto by virtue of the purported identity of the drafter of the Lease or any portion thereof. Section 12.18. Recitals Incorporated. The above recitals are incorporated herein by this reference as part of this Agreement. Section 12.19. Integration. This Lease and the SEPA constitute the entire agreement of the parties hereto with respect to its subject matter, and all prior agreements (whether written or oral) with respect thereto are merged herein. Any agreements entered into between Dover and Lessee of even date herewith are not, however, merged herein. Notwithstanding anything to the contrary in this Lease, if and 15

to the extent any terms of this Lease conflict with the terms of the SEPA (or any of them), the terms of the SEPA shall control. Section 12.20. Attorneys’ Fees. If litigation is ever instituted by either party hereto to enforce, interpret, or to seek damages for the breach of, any provision hereof, the prevailing party therein shall be promptly reimbursed by the other party for all attorneys’ fees and expenses reasonably incurred by the prevailing party in connection with such litigation. Section 12.21. Dispute Resolution. It is the intent of the parties that disputes involving construction or operation of the Facility on the Premises shall be resolved as quickly as possible. [remainder of page intentionally left blank – signature page follows] 16

IN WITNESS WHEREOF, the parties hereto have executed this Lease as of the date first above written. Attest: CITY OF DOVER, DELAWARE By:_______________________________ By: Title:______________________________ Attest: WHITE OAK SOLAR ENERGY, LLC By:_______________________________ By: Title:______________________________ 17

EXHIBIT A - LEGAL DESCRIPTION OF LEASED PREMISES

EXHIBIT B CERTAIN DEFINITIONS 1. “Affiliate” shall have the meaning set forth in the SEPA. 2. “Business Day” or “Business Days” shall have the meaning set forth in the SEPA. 3. Commercial Operations Date” shall have the same meaning set forth in the SEPA. 4. “Comprehensive General Liability Insurance” means commercial general liability insurance with a limit of liability shall not be less than $1,000,000 per occurrence. 5. “Construction Start Up Date” means the date upon which Lessee provides notice to its engineering, procurement and construction contractor to start construction of the Facility. 6. “Force Majeure Delay” means a cause or event that actually and proximately prevents either Party, in whole or in part, from performing any of its obligations under this Lease including, acts of God; unusually severe actions of the elements such as floods, inundation, landslides, earthquake, lightning, hurricanes, or tornadoes; unusually severe weather; terrorism; war (whether or not declared); sabotage, acts or threats of terrorism, riots or public disorders; delays in obtaining necessary permits, regulatory approvals and other entitlements from a Governmental Authority (as defined in the SEPA), utility or quasi-governmental; strikes or labor disputes not expressly excluded below; actions or failures to act of an unaffiliated third party supplier of goods or services (to the extent caused by an event which would meet the definition of Force Majeure); actions or failures to act of any Governmental Authority (including the failure to issue permits, blockade, embargo, military or governmentally usurped power, expropriation or requisition) to the extent preventing or delaying the performance of the Party claiming Force Majeure; any delay or extension in the initial Commercial Operations Date permitted under the SEPA; any delay reasonably necessary in order to achieve Financial Closing (as defined in the SEPA); and any other event beyond the reasonable control of the Party claiming Force Majeure, whether or not foreseeable, but only to the extent the Party claiming Force Majeure is unable to prevent, avoid or overcome such event through the exercise of commercially reasonable efforts, and such event is not the result of the fault or negligence of the Party claiming Force Majeure. 7. “Garrison Tract” means the property identified on Exhibit A .

8. “Other Property Taxes” means taxes, other than Real Property Taxes, assessed or levied against the Leased Land. 9. “Permitted Encumbrances” means: (a) Real Property Taxes and Other Property Taxes to the extent not past due or payable; (b) title encumbrances and matters reasonably acceptable to the parties, as confirmed in writing by the parties; and (c) such other easements, reservations, covenants, rights of way and other title matters that may be caused from time to time by Lessee in order to facilitate the development, financing, installation and//or operation of the Facility. 10. “Real Property Taxes” means the real property taxes assessed or levied against the Leased Land. 11. “Workers’ Compensation Insurance” means workers’ compensation insurance as to Lessee’s employees involved in the construction, operation, or maintenance of the Facility in compliance with applicable laws.

EXHIBIT C NOTICE ADDRESSES FOR DOVER: Registered/Notice Address: City Manager City of Dover Attn: Mr. Anthony DePrima 15 E. Loockerman St. Email: tdeprima@dover.de.us Dover, DE 19903 Phone: (302) 736-7005 Fax: (302) 736-7002 Copy to: Public Utilities Director Attn: Mr. Ronald Lunt 860 Buttner Pl. Email: rlunt@dover.de.us Dover, DE 19904 Phone: (302) 736-7070 Wire Transfer Information - US Bank: Account Name: To be provided Bank Name: Bank City and State: ABA# (9 digits): Account #:

FOR LESSEE: Registered/Notice Address: Attn: David Haden Two Tower Center, 11th Floor Email: dhaden@LSPower.com East Brunswick, NJ 08816 Phone: 732-867-5852 Fax: 732-249-7290 Confirmation Address: Attn: David Haden Two Tower Center, 11th Floor Email: dhaden@LSPower.com East Brunswick, NJ 08816 Phone: 732-867-5852 Fax: 732-249-7290 cc All invoices and notices to: Billing Address: Attn: Srinivasan Sridharan Two Tower Center, 11th Floor Email: ssridharan@LSPower.com East Brunswick, NJ 08816 Phone: 732-867-5882 Fax: 732-249-6750 Credit Address: Attn: Scott Tansey Two Tower Center, 11th Floor Email: stansey@LSPower.com East Brunswick, NJ 08816 Phone: 732-867-5881 Fax: 732-249-7290 Legal Address Attn: David Sass Two Tower Center, 11th Floor Email: dsass@LSPower.com East Brunswick, NJ 08816 Phone: 732-867-5853 Fax: 732-249-7290 Operations/Scheduling Notifications Facility Manager Phone: TBD Email: TBD Plant Control Room: TBD Wire Transfer Information - US Bank: Account Name: To be provided Bank Name: Bank City and State: ABA# (9 digits): Account #:

EXHIBIT #3 COUNCIL MEETING OF 02/22/2010 SMALL GENERATOR INTERCONNECTION AGREEMENT Between the City of Dover, Delaware and White Oak Solar Energy, LLC (For Generating Facilities No Larger Than 20 MW)

TABLE OF CONTENTS Page No. Article 1. Scope and Limitations of Agreement. ................................................................... - 1 - 1.1 Applicability ....................................................................................................... - 1 - 1.2 Purpose................................................................................................................ - 1 - 1.3 No Agreement to Purchase or Deliver Power ..................................................... - 1 - 1.4 Limitations .......................................................................................................... - 2 - 1.5 Responsibilities of the Parties ............................................................................. - 2 - 1.6 Parallel Operation Obligations ............................................................................ - 3 - 1.7 Metering .............................................................................................................. - 3 - 1.8 Reactive Power ................................................................................................... - 4 - Article 2. Inspection, Testing, Authorization, and Right of Access ..................................... - 4 - 2.1 Equipment Testing and Inspection...................................................................... - 4 - 2.2 Authorization Required Prior to Parallel Operation. .......................................... - 5 - 2.3 Right of Access ................................................................................................... - 5 - Article 3. Effective Date, Term, Termination, and Disconnection ...................................... - 6 - 3.1 Effective Date ..................................................................................................... - 6 - 3.2 Term of Agreement ............................................................................................. - 6 - 3.3 Termination ......................................................................................................... - 6 - 3.4 Temporary Disconnection................................................................................... - 7 - 3.4.1 Emergency Conditions ............................................................................ - 7 - 3.4.2 Routine Maintenance, Construction, and Repair .................................... - 7 - 3.4.3 Forced Outages ....................................................................................... - 8 - 3.4.4 Adverse Operating Effects ...................................................................... - 8 - 3.4.5 Modification of the Small Generating Facility ....................................... - 8 - 3.4.6 Reconnection........................................................................................... - 8 - Article 4. Cost Responsibility for Interconnection Facilities and Distribution Upgrades - 9 - 4.1 Interconnection Facilities .................................................................................... - 9 - 4.2 Distribution Upgrades ......................................................................................... - 9 - Article 5. Cost Responsibility for Network Upgrades .......................................................... - 9 - 5.1 Applicability ....................................................................................................... - 9 - 5.2 Network Upgrades .............................................................................................. - 9 - 5.3 Special Provisions for Affected Systems .......................................................... - 10 - 5.4 Rights Under Other Agreements ....................................................................... - 10 - Article 6. Billing, Payment, Milestones, and Financial Security ....................................... - 10 - 6.1 Billing and Payment Procedures and Final Accounting ................................... - 10 - 6.2 Milestones. ........................................................................................................ - 11 - 6.3 Financial Security Arrangements ...................................................................... - 11 - -i-

Article 7. Assignment, Liability, Indemnity, Force Majeure, Consequential Damages, and Default .................................................................................................................. - 12 - 7.1 Assignment ....................................................................................................... - 12 - 7.2 Limitation of Liability....................................................................................... - 13 - 7.3 Indemnity .......................................................................................................... - 13 - 7.4 Consequential Damages .................................................................................... - 14 - 7.5 Force Majeure. .................................................................................................. - 14 - 7.6 Default............................................................................................................... - 15 - Article 8. Insurance ................................................................................................................ - 16 - Article 9. Confidentiality ....................................................................................................... - 17 - Article 10. Disputes ................................................................................................................ - 18 - Article 11. Taxes ..................................................................................................................... - 19 - Article 12. Miscellaneous ....................................................................................................... - 19 - 12.1 Governing Law, Regulatory Authority, and Rules ........................................... - 19 - 12.2 Amendment ....................................................................................................... - 19 - 12.3 No Third-Party Beneficiaries ............................................................................ - 19 - 12.4 Waiver ............................................................................................................... - 20 - 12.5 Entire Agreement .............................................................................................. - 20 - 12.6 Multiple Counterparts. ...................................................................................... - 20 - 12.7 No Partnership .................................................................................................. - 20 - 12.8 Severability ....................................................................................................... - 20 - 12.9 Security Arrangements...................................................................................... - 21 - 12.10 Environmental Releases .................................................................................... - 21 - 12.11 Subcontractors................................................................................................... - 21 - Article 13. Notices .................................................................................................................. - 21 - 13.1 General .............................................................................................................. - 22 - 13.2 Billing and Payment .......................................................................................... - 22 - 13.3 Alternative Forms of Notice ............................................................................. - 23 - 13.4 Designated Operating Representative ............................................................... - 23 - 13.5 Changes to the Notice Information ................................................................... - 23 - Article 14. Signatures............................................................................................................. - 24 - Attachment 1 – Glossary of Terms Attachment 2 – Description and Costs of the Interconnection Facilities and Metering Equipment Attachment 3 – One-line Diagram Depicting the Small Generating Facility, Interconnection Facilities, Metering Equipment, and Upgrades Attachment 4 – Milestones Attachment 5 – Interconnection Requirements and Additional Operating Requirements for the Interconnection Provider's Distribution System and Affected Systems Needed to Support - ii -

the Interconnection Customer’s Needs Attachment 6 – Interconnection Provider's Description of its Upgrades and Best Estimate of Upgrade Costs Attachment 7 – Rate for Use of Interconnection Provider Distribution System - iii -

This Interconnection Agreement ("Agreement") is made and entered into this ________ day of ________________, 2010, by City of Dover Municipal Electric Department on behalf of the City of Dover, Delaware ("Interconnection Provider"), and White Oak Solar Energy, LLC ("Interconnection Customer") each hereinafter sometimes referred to individually as "Party" or both referred to collectively as the "Parties." Interconnection Provider Information City of Dover Public Utilities Department Attention: Ron Lunt 860 Buttner Place Dover, DE 19904 Phone: 302-736-7070 Fax: 302-736-7081 email: rlunt@Dover.de.us Interconnection Customer Information White Oak Solar Energy, LLC Attention: David Haden Address: Two Tower Center, 11th Floor City: East Brunswick, NJ 08816 Phone: 732-867-5852 Fax: 732-249-7290 Email: dhaden@LSPower.com In consideration of the mutual covenants set forth herein, the Parties agree as follows: Article 1. Scope and Limitations of Agreement 1.1 This Agreement shall be used for all Interconnection Requests for Interconnection Customer’s Small Generating Facility. 1.2 This Agreement governs the terms and conditions under which the Interconnection Customer’s Small Generating Facility will interconnect with, and operate in parallel with, the Interconnection Provider's Distribution System. 1.3 This Agreement does not constitute an agreement to purchase or deliver the Interconnection Customer's power. The purchase or delivery of power and other services of the Interconnection Customer are covered under a separate Solar Energy Purchase Agreement between Interconnection Customer and the Interconnection Small Generator Interconnection Agreement -1-

Provider. 1.4 Nothing in this Agreement is intended to affect any other agreement between the Interconnection Provider and the Interconnection Customer. 1.5 Responsibilities of the Parties 1.5.1 The Parties shall perform all obligations of this Agreement in accordance with all Applicable Laws and Regulations, Operating Requirements, and Good Utility Practice. 1.5.2 The Interconnection Customer shall construct, interconnect, operate and maintain its Small Generating Facility and construct, operate, and maintain its Interconnection Facilities in accordance with the applicable manufacturer's recommended maintenance schedule, and in accordance with this Agreement, and with Good Utility Practice. 1.5.3 The Interconnection Provider shall construct, operate, and maintain its Distribution System and Interconnection Facilities in accordance with this Agreement, and with Good Utility Practice. 1.5.4 The Interconnection Customer agrees to construct its facilities or systems in accordance with applicable specifications that meet or exceed those provided by the National Electrical Safety Code, the American National Standards Institute, IEEE, Underwriter's Laboratory, and Operating Requirements in effect at the time of construction and other applicable national and state codes and standards. The Interconnection Customer agrees to design, install, maintain, and operate its Small Generating Facility so as to reasonably minimize the likelihood of a disturbance adversely affecting or impairing the system or equipment of the Interconnection Provider and any Affected Systems. 1.5.5 Each Party shall operate, maintain, repair, and inspect, and shall be fully responsible for the facilities that it now or subsequently may own unless otherwise specified in the Attachments to this Agreement. Each Party shall be responsible for the safe installation, maintenance, repair and condition of their respective lines and appurtenances on their respective sides of the point of change of ownership. The Interconnection Provider and the Interconnection Customer, as appropriate, shall provide Interconnection Facilities that adequately protect the Interconnection Provider's Distribution System, personnel, and other persons from damage and injury. The allocation of responsibility for the design, installation, operation, maintenance and ownership of Interconnection Facilities shall be delineated in the Attachments to this Agreement. Small Generator Interconnection Agreement -2-

1.5.6 The Interconnection Provider shall coordinate with all Affected Systems to support the interconnection. 1.6 Parallel Operation Obligations Once the Small Generating Facility has been authorized to commence parallel operation, the Interconnection Customer shall abide by all rules and procedures pertaining to the parallel operation of the Small Generating Facility in the applicable control area, including, but not limited to: 1) the rules and procedures concerning the operation of generation set forth in the City of Dover Interconnection Requirements or by the applicable system operator(s) for the Interconnection Provider's Distribution System and; 2) the Operating Requirements set forth in Attachment 5 of this Agreement. 1.7 Metering The Interconnection Customer shall be responsible for the Interconnection Provider's reasonable and necessary cost for the purchase, installation, operation, maintenance, testing, repair, and replacement of metering and data acquisition equipment specified in Attachments 2 and 3 of this Agreement, including meters required by Affected Parties. The Interconnection Customer's metering (and data acquisition, as required) equipment shall conform to applicable industry rules and Operating Requirements. 1.7.1 A meter of revenue quality and associated equipment shall be installed at or near the Point of Interconnection and readings shall be available to the Interconnection Provider, Interconnection Customer, and PJM at all times. 1.7.2 The meter(s) shall be tested by Interconnection Customer according to Good Utility Practice but no less than every three (3) years or upon request by either Party. A written report shall be prepared by Interconnection Customer and provided to Interconnection Provider. The Parties may be present during any testing of the meter. The Party requesting the test shall be responsible for the costs of such testing if performed outside of the normal periodic testing criteria stated in article 1.7.4. 1.7.3 Each Party shall have the right to install back up metering. Back up metering, if it is ever to be relied upon for revenue, shall be of the same manufacturer and model as the primary revenue meter. Back up metering shall be tested according to the same procedures and standards as the primary metering. 1.7.4 A meter shall be deemed inaccurate if it is inaccurate by more than +/- 1%. If a meter is found to be inaccurate, the Parties may use the back up metering, if any, if it has been tested regularly according to the same protocols as the primary metering. If back up metering is not available or if it is also found to be inaccurate, the Parties shall estimate the amount of the necessary adjustment on the basis of deliveries during a period of similar operating conditions when the primary meter was registering accurately. Small Generator Interconnection Agreement -3-

1.7.5 In the event that the Parties cannot agree on a period during which the inaccurate measurements were made, the period during which the measurements are to be adjusted shall be the shorter of (i) the last one-half of the period from the least previous test of the electric metering device, or (ii) the one hundred eighty (180) days immediately preceding the test that found the meter was inaccurate. 1.8 Reactive Power 1.8.1 The Interconnection Customer shall design its Small Generating Facility to maintain a continuous rated power output at the Point of Interconnection at a power factor of equal to 98.5% or better unless the Interconnection Provider has established different requirements that apply to all similarly situated generators in the control area on a comparable basis. 1.8.2 The Interconnection Provider is required to pay the Interconnection Customer for reactive power that the Interconnection Customer provides or absorbs from the Small Generating Facility when the Interconnection Provider requests the Interconnection Customer to operate its Small Generating Facility outside the range specified in article 1.8.1. 1.9 Fee for the Use of the System. The Interconnection Customer shall pay the Interconnection Provider for the use of the System in accordance with the Interconnection Provider’s Tariff when the Interconnection Customer uses the Interconnection Providers System to transmit electricity to another Transmission System. 1.10 Capitalized terms used herein shall have the meanings specified in the Glossary of Terms in Attachment 1 or the body of this Agreement. Article 2. Inspection, Testing, Authorization, and Right of Access 2.1 Equipment Testing and Inspection 2.1.1 The Interconnection Customer shall test and inspect its Small Generating Facility and Interconnection Facilities prior to interconnection in accordance with the Dover Interconnection Requirements. In addition, periodic testing is required in accordance with the Dover Interconnection Requirements. The Interconnection Customer shall notify the Interconnection Provider of such activities no fewer than five Business Days (or as may be agreed to by the Parties) prior to such testing and inspection. Testing and inspection shall occur on a Business Day. The Interconnection Provider may, at its own expense, send qualified personnel to the Small Generating Facility site to Small Generator Interconnection Agreement -4-

inspect the interconnection and observe the testing. The Interconnection Customer shall provide the Interconnection Provider a written test report when such testing and inspection is completed. 2.1.2 The Interconnection Provider shall provide the Interconnection Customer written acknowledgment that it has received the Interconnection Customer's written test report. Such written acknowledgment shall not be deemed to be or construed as any representation, assurance, guarantee, or warranty by the Interconnection Provider of the safety, durability, suitability, or reliability of the Small Generating Facility or any associated control, protective, and safety devices owned or controlled by the Interconnection Customer or the quality of power produced by the Small Generating Facility. 2.2 Authorization Required Prior to Parallel Operation 2.2.1 Interconnection Provider has attached the Dover Interconnection Requirements as Attachment 5 of this Agreement. Interconnection Provider shall notify the Interconnection Customer of any changes to these requirements as soon as they are adopted.; provided, however, that other than changes as may be required by Applicable Laws and Regulations, Interconnection Provider shall not, without Interconnection Customer’s prior written approval, change the attached Dover Interconnection Requirements in a manner that would adversely affect the Interconnection Customer. Interconnection Provider shall make Reasonable Efforts to cooperate with the Interconnection Customer in meeting requirements necessary for the Interconnection Customer to commence parallel operations by the in-service date. 2.2.2 The Interconnection Customer shall not operate its Small Generating Facility in parallel with the Interconnection Provider's Distribution System without prior written authorization of the Interconnection Provider. The Interconnection Provider will provide such authorization once the Interconnection Provider receives notification that the Interconnection Customer has complied with all commissioning tests and applicable parallel operation requirements. Such authorization shall not be unreasonably withheld, conditioned, or delayed. 2.3 Right of Access 2.3.1 Upon reasonable notice, the Interconnection Provider may send a qualified person to the premises of the Interconnection Customer at or immediately before the time the Small Generating Facility first produces energy to inspect the interconnection, and observe the commissioning of the Small Generating Facility (including any required testing), startup, and operation for a period of up to three Business Days after initial start-up of the unit. In addition, the Small Generator Interconnection Agreement -5-

Interconnection Customer shall notify the Interconnection Provider at least forty-eight hours prior to conducting any on-site verification testing of the Small Generating Facility. 2.3.2 Following the initial inspection process described above, at reasonable hours and upon reasonable notice, or at any time without notice in the event of an emergency or hazardous condition, the Interconnection Provider shall have access to the Interconnection Customer's premises for any reasonable purpose in connection with the performance of the obligations imposed on it by this Agreement or if necessary to meet its legal obligation to provide service to its customers. 2.3.3 Each Party shall be responsible for its own costs incurred to comply with this article. Article 3. Effective Date, Term, Termination, and Disconnection 3.1 Effective Date This Agreement shall become effective upon execution by the Parties. 3.2 Term of Agreement This Agreement shall become effective on the Effective Date and shall remain in effect for a period of twenty years from the commercial operation date of the Small Generating Facility, or such other longer period as the Interconnection Customer may request, and shall be automatically renewed for each successive one-year period thereafter, unless terminated earlier in accordance with article 3.3 of this Agreement. 3.3 Termination No termination shall become effective until the Parties have complied with all Applicable Laws and Regulations applicable to such termination; provided, however, that the Parties understand and agree that this Agreement is not jurisdictional to the Federal Energy Regulatory Commission. 3.3.1 The Interconnection Customer may terminate this Agreement at any time by giving the Interconnection Provider twenty (20) Business Days written notice. 3.3.2 Either Party may terminate this Agreement after Default pursuant to article 7.6. 3.3.3 Upon termination of this Agreement, the Small Generating Facility will be disconnected from the Interconnection Provider's Distribution System. All costs required to effectuate such disconnection shall be borne by the terminating Party, unless such termination resulted from the non-terminating Party’s Default of this Agreement or such non-terminating Party otherwise is Small Generator Interconnection Agreement -6-

responsible for these costs under this Agreement. 3.3.4 The termination of this Agreement shall not relieve either Party of its liabilities and obligations, owed or continuing at the time of the termination. 3.3.5 This provisions of this article shall survive termination or expiration of this Agreement. 3.4 Temporary Disconnection Temporary disconnection shall continue only for so long as reasonably necessary under Good Utility Practice. 3.4.1 Emergency Conditions -- "Emergency Condition" shall mean a condition or situation: (1) that in the judgment of the Party making the claim is imminently likely to endanger life or property; or (2) that, in the case of the Interconnection Provider, is imminently likely (as determined in a non- discriminatory manner) to cause a material adverse effect on the security of, or damage to, the Distribution System, the Interconnection Provider's Interconnection Facilities or the Affected Systems to which the Distribution System is directly connected; or (3) that, in the case of the Interconnection Customer, is imminently likely (as determined in a non-discriminatory manner) to cause a material adverse effect on the security of, or damage to, the Small Generating Facility or the Interconnection Customer's Interconnection Facilities. Under Emergency Conditions, the Interconnection Provider may immediately suspend interconnection service and temporarily disconnect the Small Generating Facility. The Interconnection Provider shall notify the Interconnection Customer promptly when it becomes aware of an Emergency Condition that may reasonably be expected to affect the Interconnection Customer's operation of the Small Generating Facility. The Interconnection Customer shall notify the Interconnection Provider promptly when it becomes aware of an Emergency Condition that may reasonably be expected to affect the Interconnection Provider's Distribution System or any Affected Systems. To the extent information is known, the notification shall describe the Emergency Condition, the extent of the damage or deficiency, the expected effect on the operation of both Parties' facilities and operations, its anticipated duration, and the necessary corrective action. 3.4.2 Routine Maintenance, Construction, and Repair The Interconnection Provider may interrupt interconnection service or curtail the output of the Small Generating Facility and temporarily disconnect the Small Generating Facility from the Interconnection Provider's Distribution System when necessary for routine maintenance, construction, and repairs on the Interconnection Provider's Distribution System; provided, however, that Interconnection Provider may not schedule maintenance during the months of June, July, August, or September unless agreed to in writing by the Small Generator Interconnection Agreement -7-

Interconnection Customer, or unless such maintenance outages can be performed at night and do not affect the Small Generating Facility’s operations during the day. The Interconnection Provider will provide Interconnection Customer three months advance notice of scheduled maintenance that could impact the Small Generating Facility. The Interconnection Provider shall use Reasonable Efforts to coordinate such reduction or temporary disconnection with the Interconnection Customer, and shall take into account any reasonable requests by Interconnection Customer to adjust any scheduled maintenance outage. 3.4.3 Forced Outages During any forced outage, the Interconnection Provider may suspend interconnection service to effect immediate repairs on the Interconnection Provider's Distribution System. The Interconnection Provider shall use Reasonable Efforts to provide the Interconnection Customer with prior notice. If prior notice is not given, the Interconnection Provider shall, upon request, provide the Interconnection Customer written documentation after the fact explaining the circumstances of the disconnection. 3.4.4 Adverse Operating Effects The Interconnection Provider shall notify the Interconnection Customer as soon as practicable if, based on Good Utility Practice, operation of the Small Generating Facility may cause disruption or deterioration of service to other customers served from the same electric system, or if operating the Small Generating Facility could cause damage to the Interconnection Provider's Distribution System or Affected Systems. Supporting documentation used to reach the decision to disconnect shall be provided to the Interconnection Customer upon request. If, after notice, the Interconnection Customer fails to remedy the adverse operating effect within a reasonable time, the Interconnection Provider may disconnect the Small Generating Facility. The Interconnection Provider shall provide the Interconnection Customer with five Business Day notice of such disconnection, unless the provisions of article 3.4.1 apply. 3.4.5 Modification of the Small Generating Facility The Interconnection Customer must receive written authorization from the Interconnection Provider before making any change to the Small Generating Facility that may have a material impact on the safety or reliability of the Distribution System. Such authorization shall not be unreasonably withheld. Modifications shall be done in accordance with Good Utility Practice. If the Interconnection Customer makes such modification without the Interconnection Provider's prior written authorization, the latter shall have the right to temporarily disconnect the Small Generating Facility. 3.4.6 Reconnection Small Generator Interconnection Agreement -8-

The Parties shall cooperate with each other to restore the Small Generating Facility, Interconnection Facilities, and the Interconnection Provider's Distribution System to their normal operating state as soon as reasonably practicable following a temporary disconnection. Article 4. Cost Responsibility for Interconnection Facilities and Distribution Upgrades 4.1 Interconnection Facilities 4.1.1 The Interconnection Customer shall pay for the cost of the Interconnection Provider’s study and Interconnection Facilities itemized in Attachment 2 of this Agreement. The Interconnection Provider shall provide a best estimate cost, including overheads, for the purchase and construction of its Interconnection Facilities and provide a detailed itemization of such costs. Costs associated with Interconnection Facilities may be shared with other entities that may benefit from such facilities by agreement between the Interconnection Customer and such other entities. 4.1.2 The Interconnection Customer shall be responsible for all reasonable expenses, including overheads, associated with (1) owning, operating, maintaining, repairing, and replacing its own Interconnection Facilities, and (2) operating, maintaining, repairing, and replacing the Interconnection Provider's Interconnection Facilities, and an interconnection study. 4.2 Distribution Upgrades The Interconnection Provider shall design, procure, construct, install, and own the Distribution Upgrades described in Attachment 6 of this Agreement. If the Interconnection Provider and the Interconnection Customer agree, the Interconnection Customer may construct Distribution Upgrades that are located on land owned by the Interconnection Customer. The actual cost of the Distribution Upgrades, including overheads, shall be directly assigned to the Interconnection Customer. Article 5. Cost Responsibility for Network Upgrades 5.1 Applicability No portion of this article 5 shall apply unless the interconnection of the Small Generating Facility requires Network Upgrades. 5.2 Network Upgrades The Interconnection Provider shall design, procure, construct, install, and own the Network Upgrades described in Attachment 6 of this Agreement. If the Interconnection Provider and the Interconnection Customer agree, the Interconnection Customer may construct Network Upgrades that are located on land owned by the Small Generator Interconnection Agreement -9-

Interconnection Customer. Unless the Interconnection Provider elects to pay for Network Upgrades, the actual cost of the Network Upgrades, including overheads, shall be borne initially by the Interconnection Customer. 5.2.1. If the Small Generating Facility fails to achieve commercial operation, but it or another generating facility is later constructed and requires use of the Network Upgrades, the Interconnection Provider and Affected System operator shall at that time reimburse the Interconnection Customer for the amounts advanced for the Network Upgrades. Before any such reimbursement can occur, the Interconnection Customer, or the entity that ultimately constructs the generating facility, if different, is responsible for identifying the entity to which reimbursement must be made. 5.3 Special Provisions for Affected Systems Unless the Interconnection Provider provides under this Agreement for the repayment of amounts advanced to any applicable Affected System operators for Network Upgrades, the Interconnection Customer and Affected System operator shall enter into an agreement that provides for such repayment. The agreement shall specify the terms governing payments to be made by the Interconnection Customer to Affected System operator as well as the repayment by Affected System operator. 5.4 Rights Under Other Agreements Notwithstanding any other provision of this Agreement, nothing herein shall be construed as relinquishing or foreclosing any rights, including but not limited to firm transmission rights, capacity rights, transmission congestion rights, or transmission credits, that the Interconnection Customer shall be entitled to, now or in the future, under any other agreement or tariff as a result of, or otherwise associated with, the transmission capacity, if any, created by the Network Upgrades, including the right to obtain cash reimbursements or transmission credits for transmission service that is not associated with the Small Generating Facility. Article 6. Billing, Payment, Milestones, and Financial Security 6.1 Billing and Payment Procedures and Final Accounting Within three months of completing the construction and installation of the Interconnection Provider's Interconnection Facilities and/or Upgrades described in the Attachments to this Agreement, the Interconnection Provider shall provide the Interconnection Customer with a final accounting report of any difference between (1) the Interconnection Customer's cost responsibility for the actual cost of such facilities or Upgrades, and (2) the Interconnection Customer's previous aggregate payments to the Interconnection Provider for such facilities or Upgrades. If the Interconnection Customer's cost responsibility exceeds its previous aggregate payments, the Interconnection Provider shall invoice the Interconnection Customer for the amount due and the Interconnection Customer shall make payment to the Small Generator Interconnection Agreement - 10 -

Interconnection Provider within 15 calendar days. If the Interconnection Customer's previous aggregate payments exceed its cost responsibility under this Agreement, the Interconnection Provider shall refund to the Interconnection Customer an amount equal to the difference within 15 calendar days of the final accounting report. 6.2 Milestones The Parties shall agree on milestones for which each Party is responsible and list them in Attachment 4 of this Agreement. A Party's obligations under this provision may be extended by agreement; however, the Interconnection Customer may elect, in its sole discretion, to delay the commercial operations date of the Small Generating Facility by up to 6 months upon written notice to the Interconnection Provider. If the Interconnection Customer provides such notice, the Parties will amend other milestones, as appropriate. If a Party anticipates that it will be unable to meet a milestone for any reason other than a Force Majeure Event, it shall immediately notify the other Party of the reason(s) for not meeting the milestone and (1) propose the earliest reasonable alternate date by which it can attain this and future milestones, and (2) requesting appropriate amendments to Attachment 4. The Party affected by the failure to meet a milestone shall not unreasonably withhold agreement to such an amendment unless (1) it will suffer significant uncompensated economic or operational harm from the delay, (2) attainment of the same milestone has previously been delayed, or (3) it has reason to believe that the delay in meeting the milestone is intentional or unwarranted notwithstanding the circumstances explained by the Party proposing the amendment. 6.3 Financial Security Arrangements At least twenty (20) Business Days prior to the commencement of the design, procurement, installation, or construction of a discrete portion of the Interconnection Provider's Interconnection Facilities and Upgrades, the Interconnection Customer shall provide the Interconnection Provider, at the Interconnection Customer's option, cash, or in lieu thereof, a guarantee, a surety bond, letter of credit or other form of security that is reasonably acceptable to the Interconnection Provider and is consistent with the Delaware Uniform Commercial Code. Such security for payment shall be in an amount sufficient to cover the costs for constructing, designing, procuring, and installing the applicable portion of the Interconnection Provider's Interconnection Facilities and Network Upgrades and shall be reduced on a dollar-for-dollar basis for payments made to the Interconnection Provider under this Agreement during its term. In addition: 6.3.1 The guarantee must be made by an entity that meets the creditworthiness requirements of the Interconnection Provider, and contain terms and conditions that guarantee payment of any amount that may be due from the Interconnection Customer, up to an agreed-to maximum amount. 6.3.2 The letter of credit or surety bond must be issued by a financial institution that is a U.S. commercial bank or the licensed U.S. branch of a foreign commercial Small Generator Interconnection Agreement - 11 -

bank having a Senior Debt Rating equivalent to A- or better as determined by at least two (2) rating agencies, one of which must be either Standard & Poor’s or Moody’s or insurer reasonably acceptable to the Interconnection Provider and must specify a reasonable expiration date. Article 7. Assignment, Liability, Indemnity, Force Majeure, Consequential Damages, and Default 7.1 Assignment 7.1.1 Except as permitted in this article 7.1.2, neither Party shall assign this Agreement or any portion thereof, without the prior written consent of the other Party, which consent shall not be unreasonably withheld if (i) the assignor provides at least thirty (30) Days prior notice of any such assignment to the other Party; (ii) the assignee shall expressly assume the assignor’s obligations hereunder; (iii) assignment shall not relieve the assignor of its obligations hereunder in the event the assignee fails to perform; (iv) assignment shall not impair any security given by Interconnection Customer hereunder; and (v) the assignee first obtains such approvals as may be required by all Applicable Laws and Regulations. 7.1.2 Notwithstanding article 7.1.1, Interconnection Customer may: (i) assign this Agreement without the consent of Interconnection Provider to any Affiliate of Interconnection Provider; and (ii) assign, pledge, hypothecate or otherwise transfer, as and for, among other purposes, collateral security, in connection with any financing or the refinancing of the Facility, including a sale of this Agreement, together with a sale of the Facility, combined with the lease back to Interconnection Customer of the Agreement and Facility, as part of a sale- leaseback financing transaction. In connection with any such permitted transfer by Interconnection Customer, Interconnection Provider agrees to execute a written consent to such collateral assignment as may be reasonably requested, which collateral assignment may include, among other terms, Interconnection Provider’s agreement not to terminate this Agreement on account of any Event of Default without written notice to the Financing Parties and first providing the Financing Parties with such opportunity to cure such Event of Default. If such written consent is not requested, Interconnection Customer shall notify Interconnection Provider of any such assignment to the Financing Parties no later than ten (10) Business Days after the assignment. Interconnection Customer may subcontract its duties or obligations under this Agreement without the prior written consent of Interconnection Provider, provided, that no such subcontract shall relieve Interconnection Customer of any of its duties or obligations hereunder. Small Generator Interconnection Agreement - 12 -

7.1.3 Any attempted assignment that violates this article is void and ineffective. Assignment shall not relieve a Party of its obligations, nor shall a Party's obligations be enlarged, in whole or in part, by reason thereof. An assignee is responsible for meeting the same financial, credit, and insurance obligations as the Interconnection Customer. Where required, consent to assignment will not be unreasonably withheld, conditioned or delayed. 7.2 Limitation of Liability Each Party's liability to the other Party for any loss, cost, claim, injury, liability, or expense, including reasonable attorney's fees, relating to or arising from any act or omission in its performance of this Agreement, shall be limited to the amount of direct damage actually incurred. In no event shall either Party be liable to the other Party for any indirect, special, consequential, or punitive damages, except as authorized by this Agreement. 7.3 Indemnity 7.3.1 This provision protects each Party from liability incurred to third parties as a result of carrying out the provisions of this Agreement. Liability under this provision is exempt from the general limitations on liability found in article 7.2. 7.3.2 The Parties shall at all times indemnify, defend, and hold the other Party harmless from, any and all damages, losses, claims, including claims and actions relating to injury to or death of any person or damage to property, demand, suits, recoveries, costs and expenses, court costs, attorney fees, and all other obligations by or to third parties, arising out of or resulting from the other Party's action or failure to meet its obligations under this Agreement on behalf of the indemnifying Party, except in cases of gross negligence or intentional wrongdoing by the indemnified Party. 7.3.3 If an indemnified person is entitled to indemnification under this article as a result of a claim by a third party, and the indemnifying Party fails, after notice and reasonable opportunity to proceed under this article, to assume the defense of such claim, such indemnified person may at the expense of the indemnifying Party contest, settle or consent to the entry of any judgment with respect to, or pay in full, such claim. 7.3.4 If an indemnifying party is obligated to indemnify and hold any indemnified person harmless under this article, the amount owing to the indemnified person shall be the amount of such indemnified person's actual loss, net of any insurance or other recovery. 7.3.5 Promptly after receipt by an indemnified person of any claim or notice of the commencement of any action or administrative or legal proceeding or Small Generator Interconnection Agreement - 13 -

investigation as to which the indemnity provided for in this article may apply, the indemnified person shall notify the indemnifying party of such fact. Any failure of or delay in such notification shall not affect a Party's indemnification obligation unless such failure or delay is materially prejudicial to the indemnifying party. 7.4 Consequential Damages Other than as expressly provided for in this Agreement, neither Party shall be liable under any provision of this Agreement for any losses, damages, costs or expenses for any special, indirect, incidental, consequential, or punitive damages, including but not limited to loss of profit or revenue, loss of the use of equipment, cost of capital, cost of temporary equipment or services, whether based in whole or in part in contract, in tort, including negligence, strict liability, or any other theory of liability; provided, however, that damages for which a Party may be liable to the other Party under another agreement will not be considered to be special, indirect, incidental, or consequential damages hereunder. 7.5 Force Majeure 7.5.1 As used in this article, a Force Majeure Event shall mean a cause or event that actually and proximately prevents either Party, in whole or in part, from performing any of its obligations under this Agreement including, acts of God; unusually severe actions of the elements such as floods, inundation, landslides, earthquake, lightning, hurricanes, or tornadoes; unusually severe weather; terrorism; war (whether or not declared); sabotage, acts or threats of terrorism, riots or public disorders; delays in obtaining necessary permits and regulatory approvals; strikes or labor disputes not expressly excluded below; actions or failures to act of an unaffiliated third party supplier of goods or services (to the extent caused by an event which would meet the definition of Force Majeure); and actions or failures to act of any Governmental Authority (including the failure to issue permits, blockade, embargo, military or governmentally usurped power, expropriation or requisition) to the extent preventing or delaying the performance of the Party claiming Force Majeure; or any other event beyond the reasonable control of the Party claiming Force Majeure, whether or not foreseeable, but only to the extent the Party claiming Force Majeure is unable to prevent, avoid or overcome such event through the exercise of commercially reasonable efforts, and such event is not the result of the fault or negligence of the Party claiming Force Majeure. “Force Majeure” shall not include: (i) any failure of, or delay in performance, or any full or partial curtailment in the electric output of the Small Generation Facility that is caused by a labor dispute or strike by Interconnection Customer’s employees or any employees of Interconnection Customer’s contractors employed at the Small Generation Facility (except to the extent arising out of a strike or labor action not directed specifically at the Interconnection Small Generator Interconnection Agreement - 14 -

Customer or the Facility, including without limitation, a national or regional strike), (ii) market changes in, or that otherwise effect, the price of energy, capacity or environmental attributes, or (iii) any change in Applicable Law or Regulations that effects the value or existence of environmental attributes. 7.5.2 If a Force Majeure Event prevents a Party from fulfilling any obligations under this Agreement, the Party affected by the Force Majeure Event (Affected Party) shall promptly notify the other Party, either in writing or via the telephone, of the existence of the Force Majeure Event. The notification must specify in reasonable detail the circumstances of the Force Majeure Event, its expected duration, and the steps that the Affected Party is taking to mitigate the effects of the event on its performance. The Affected Party shall keep the other Party informed on a continuing basis of developments relating to the Force Majeure Event until the event ends. The Affected Party will be entitled to suspend or modify its performance of obligations under this Agreement (other than the obligation to make payments) only to the extent that the effect of the Force Majeure Event cannot be mitigated by the use of Reasonable Efforts. The Affected Party will use Reasonable Efforts to resume its performance as soon as possible. 7.6 Default 7.6.1 Any of the following shall constitute a Default: a) A Party’s dissolution or liquidation; b) A Party’s filing of a voluntary petition in bankruptcy or insolvency or for reorganization or arrangement under the bankruptcy laws of the United States or under any insolvency law of any State, or Interconnection Provider voluntarily taking advantage of any such law by answer or otherwise. c) Interconnection Customer’s failure to establish and maintain the funding of the Security in accordance with Article 6.3. d) Interconnection Customer’s failure to make any payment due hereunder that is not cured within ten (10) Days of the date on which such payment is due shall constitute an Event of Default. e) A Party’s failure to achieve milestones for which each Party is responsible as set forth in Attachment 4 of this Agreement. f) A Party’s failure to comply with any other material obligation under this Agreement. 7.6.2 No Default shall exist where such failure to discharge an obligation (other Small Generator Interconnection Agreement - 15 -

than the payment of money) is the result of a Force Majeure Event as defined in this Agreement or the result of an act or omission of the other Party. Upon a Default, the non-defaulting Party shall give written notice of such Default to the defaulting Party. Except as provided in article 7.6.1 (d) or for failure to pay for the services of the Interconnection Provider under its tariffs, the defaulting Party shall have thirty (30) calendar days from receipt of the Default notice within which to cure such Default; provided however, if such Default is not capable of cure within thirty (30) calendar days, the defaulting Party shall commence such cure within ten (10) calendar days after notice and continuously and diligently complete such cure within forty-five (45) days from receipt of the Default notice; and, if cured within such time, the Default specified in such notice shall cease to exist. 7.6.3 If a Default is not cured as provided in this article, or if a Default is not capable of being cured within the period provided for herein, the non- defaulting Party shall have the right to terminate this Agreement by written notice at any time until cure occurs, and be relieved of any further obligation hereunder and, whether or not that Party terminates this Agreement, to recover from the defaulting Party all amounts due hereunder, plus all other damages and remedies to which it is entitled at law or in equity. The provisions of this article will survive termination of this Agreement. Article 8. Insurance 8.1 The Interconnection Customer shall, at its own expense, maintain in force general liability insurance without any exclusion for liabilities related to the interconnection undertaken pursuant to this Agreement as set forth in Article XVI of the Solar Energy Purchase Agreement. The amount of such insurance shall be sufficient to insure against all reasonably foreseeable direct liabilities given the size and nature of the generating equipment being interconnected, the interconnection itself, and the characteristics of the system to which the interconnection is made. Such insurance shall be obtained from an insurance provider authorized to do business in the State of Delaware. Certification that such insurance is in effect shall be provided upon request of the Interconnection Provider, except that the Interconnection Customer shall show proof of insurance to the Interconnection Provider no later than ten (10) Business Days prior to the anticipated commercial operation date and annually thereafter 8.2 The Interconnection Provider agrees to maintain general liability insurance or self- insurance consistent with the Interconnection Provider’s commercial practice. Such insurance or self-insurance shall not exclude coverage for the Interconnection Provider's liabilities undertaken pursuant to this Agreement. 8.3 The Parties further agree to notify each other whenever an accident or incident occurs Small Generator Interconnection Agreement - 16 -

resulting in any injuries or damages that are included within the scope of coverage of such insurance, whether or not such coverage is sought. Article 9. Confidentiality 9.1 Confidential Information shall mean any confidential and/or proprietary information provided by one Party to the other Party that is clearly marked or otherwise designated "Confidential". 9.2 Confidential Information does not include (i) information which is or becomes generally available to the public other than as a result of a disclosure or other act by the Receiving Party or its receiving Party’s Representatives (as defined below); (ii) information which can be shown by the receiving Party to have been already known to the receiving Party on a non-confidential basis prior to being furnished to the receiving Party by the disclosing Party; and (iii) information that becomes available to the receiving Party on a non-confidential basis from a source other than the disclosing Party or a representative of the disclosing Party if to the knowledge of the receiving Party such source was not subject to any prohibition against transmitting the information to the receiving Party. 9.3 If a receiving Party or its Representatives are requested or required (by a FOIA request, oral question, interrogatories, requests for information or documents, subpoena, civil investigative demand or similar process, or by applicable law) to disclose any Confidential Information, the receiving Party shall promptly notify the disclosing Party of such request or requirement, if that notification can be made without violating the terms of such compelled disclosure, so that the disclosing Party may seek an appropriate protective order or waive compliance with this article 9.3 with respect to such disclosure. If, in the absence of a protective order or the receipt of a waiver hereunder, the receiving Party or its receiving Party’s Representatives are, in the opinion of their legal counsel, compelled to disclose the Confidential Information, the receiving Party and its Representatives may disclose only such of the Confidential Information to the party compelling disclosure as is required by law and, in connection with such compelled disclosure, the receiving Party and its Representatives shall use their reasonable efforts to obtain from the party to whom disclosure is made written assurance that confidential treatment will be accorded to such portion of the Confidential Information as is disclosed. Notwithstanding the foregoing, if a receiving Party believes that it is necessary to disclose Confidential Information in any proceeding before any applicable Governmental Authority relating to this Agreement in order to enforce this Agreement, it shall be entitled to make such disclosure but only if the receiving Party (i) takes all reasonable steps to limit the scope of any disclosure of Confidential Information; and (ii) uses its best efforts to make such disclosure of Confidential Information in an executive session or under a protective order or other similar procedure. Small Generator Interconnection Agreement - 17 -

9.4 Except as otherwise provided for herein, each Party receiving Confidential Information shall hold such information in confidence and shall not disclose it to any third party without the prior written authorization from the disclosing Party. Notwithstanding the foregoing, Confidential Information may be disclosed by the receiving Party to its affiliates and any of their respective directors, officers, employees, financial advisors, financing parties, legal counsel, accountants, purchasers from the Interconnection Customer’s Small Generating Facility, authorized agents of the receiving Party identified in writing to the Disclosing Party, and current and potential investors (collectively, " Representatives"), but only if such Representatives need to know the Confidential Information in connection with this PPA. The Parties agree that (i) such Representatives will be informed by the Receiving Party of the confidential nature of the Confidential Information and the requirement and the limitations of its use, (ii) such Representatives will be required to agree to and be bound by the terms of this article 9.4 as a condition of receiving the Confidential Information, and (iii) in any event, the receiving Party will be responsible for any disclosure of Confidential Information, or any other breach of confidentiality provisions of this Agreement, by any of its Representatives. Each Party shall employ at least the same standard of care to protect Confidential Information obtained from the other Party as it employs to protect its own Confidential Information. Article 10. Disputes 10.1 The Parties agree to attempt to resolve all disputes arising out of the interconnection process according to the provisions of this article. 10.2 In the event of a dispute, either Party shall provide the other Party with a written Notice of Dispute. Such Notice shall describe in detail the nature of the dispute. 10.3 Any dispute concerning interpretation or clarification of this Agreement, or the acceptable performance thereof by a Party (“Dispute”), shall be immediately submitted in writing for resolution to the Interconnection Provider. All determinations, instructions, and clarifications of the Interconnection Provider shall be final and conclusive, unless the Interconnection Customer files with Interconnection Provider a written protest stating clearly and in detail the basis thereof within ten (10) Business Days after the Interconnection Provider notifies the Interconnection Customer of any such determination, instruction, or clarification. Interconnection Provider shall respond to such protest within twenty (20) Business Days of its receipt. 10.4 In the event that use of the procedures set forth in article 10.3 does not lead to satisfactory resolution of the Dispute, either Party may send a Notice of Dispute to the other Party and request a conference for resolution of such dispute. Within three (3) Business Days after delivery of such notice, each Party shall nominate a senior officer of its management to meet at the Interconnection Provider’s office, or at any other Small Generator Interconnection Agreement - 18 -

mutually agreed location, to resolve the dispute, which conference shall be convened within ten (10) Business Days after exchange of such nominations unless the parties mutually agree to another date. In the event the Parties are unable to resolve the Dispute through the procedures set forth in this article 10.4, either Party shall have the right to pursue the remedies in accordance with the procedures set forth in article 10.5. 10.5 With respect to any Dispute or claim arising out of or related to this Agreement, or breach thereof, which cannot be resolved amicably, the Parties consent to the exclusive jurisdiction of, and venue in, the state or federal courts located in Wilmington, Delaware. 10.6 During the pendency of any dispute, the Parties will continue to perform the obligations imposed upon them under this Agreement to the fullest extent possible, without prejudice to their respective positions in dispute. Article 11. Taxes 11.1 The Parties agree to follow all applicable tax laws and regulations, consistent with Internal Revenue Service and Delaware requirements. 11.2 Each Party shall cooperate with the other to maintain the other Party's tax status. Nothing in this Agreement is intended to adversely affect the Interconnection Provider's tax exempt status with respect to the issuance of bonds including, but not limited to, local furnishing bonds. Article 12. Miscellaneous 12.1 Governing Law, Regulatory Authority, and Rules The validity, interpretation and enforcement of this Agreement and each of its provisions shall be governed by the laws of the state of Delaware, without regard to its conflicts of law principles. This Agreement is subject to all Applicable Laws and Regulations. Each Party expressly reserves the right to seek changes in, appeal, or otherwise contest any laws, orders, or regulations of a Governmental Authority. 12.2 Amendment The Parties may amend this Agreement by a written instrument duly authorized and executed by both Parties. 12.3 No Third-Party Beneficiaries This Agreement is not intended to and does not create rights, remedies, or benefits of any character whatsoever in favor of any persons, corporations, associations, or entities other than the Parties, and the obligations herein assumed are solely for the use and benefit of the Parties, their successors in interest and where permitted, their assigns. Small Generator Interconnection Agreement - 19 -

12.4 Waiver 12.4.1 The failure of a Party to this Agreement to insist, on any occasion, upon strict performance of any provision of this Agreement will not be considered a waiver of any obligation, right, or duty of, or imposed upon, such Party. 12.4.2 Any waiver at any time by either Party of its rights with respect to this Agreement shall not be deemed a continuing waiver or a waiver with respect to any other failure to comply with any other obligation, right, or duty of this Agreement. Termination or default of this Agreement for any reason by Interconnection Customer shall not constitute a waiver of the Interconnection Customer’s legal rights to obtain an interconnection from the Transmission Provider. Any waiver of this Agreement shall, if requested, be provided in writing. 12.5 Entire Agreement This Agreement, including all Attachments, constitutes the entire agreement between the Parties with reference to the subject matter hereof, and supersedes all prior and contemporaneous understandings or agreements, oral or written, between the Parties with respect to the subject matter of this Agreement. There are no other agreements, representations, warranties, or covenants which constitute any part of the consideration for, or any condition to, either Party's compliance with its obligations under this Agreement. 12.6 Multiple Counterparts This Agreement may be executed in two or more counterparts, each of which is deemed an original but all constitute one and the same instrument. 12.7 No Partnership This Agreement shall not be interpreted or construed to create an association, joint venture, agency relationship, or partnership between the Parties or to impose any partnership obligation or partnership liability upon either Party. Neither Party shall have any right, power or authority to enter into any agreement or undertaking for, or act on behalf of, or to act as or be an agent or representative of, or to otherwise bind, the other Party. 12.8 Severability If any provision or portion of this Agreement shall for any reason be held or adjudged to be invalid or illegal or unenforceable by any court of competent jurisdiction or other Governmental Authority, (1) such portion or provision shall be deemed separate and independent, (2) the Parties shall negotiate in good faith to restore insofar as practicable the benefits to each Party that were affected by such ruling, and (3) the remainder of this Agreement shall remain in full force and effect. Small Generator Interconnection Agreement - 20 -

12.9 Security Arrangements Infrastructure security of electric system equipment and operations and control hardware and software is essential to ensure day-to-day reliability and operational security. The Parties will comply with the recommendations offered by the President's Critical Infrastructure Protection Board and, eventually, best practice recommendations from the electric reliability authority. All public utilities are expected to meet basic standards for system infrastructure and operational security, including physical, operational, and cyber-security practices. 12.10 Environmental Releases Each Party shall notify the other Party, first orally and then in writing, of the release of any hazardous substances, any asbestos or lead abatement activities, or any type of remediation activities related to the Small Generating Facility or the Interconnection Facilities, each of which may reasonably be expected to affect the other Party. The notifying Party shall (1) provide the notice as soon as practicable, provided such Party makes a good faith effort to provide the notice no later than 24 hours after such Party becomes aware of the occurrence, and (2) promptly furnish to the other Party copies of any publicly available reports filed with any governmental authorities addressing such events. 12.11 Subcontractors Nothing in this Agreement shall prevent a Party from utilizing the services of any subcontractor as it deems appropriate to perform its obligations under this Agreement; provided, however, that each Party shall require its subcontractors to comply with all applicable terms and conditions of this Agreement in providing such services and each Party shall remain primarily liable to the other Party for the performance of such subcontractor. 12.11.1 The creation of any subcontract relationship shall not relieve the hiring Party of any of its obligations under this Agreement. The hiring Party shall be fully responsible to the other Party for the acts or omissions of any subcontractor the hiring Party hires as if no subcontract had been made; provided, however, that in no event shall the Interconnection Provider be liable for the actions or inactions of the Interconnection Customer or its subcontractors with respect to obligations of the Interconnection Customer under this Agreement. Any applicable obligation imposed by this Agreement upon the hiring Party shall be equally binding upon, and shall be construed as having application to, any subcontractor of such Party. 12.11.2 The obligations under this article will not be limited in any way by any limitation of subcontractor’s insurance. Article 13. Notices Small Generator Interconnection Agreement - 21 -

13.1 General Unless otherwise provided in this Agreement, any written notice, demand, or request required or authorized in connection with this Agreement ("Notice") shall be deemed properly given if delivered in person, delivered by recognized national currier service, or sent by first class mail, postage prepaid, to the person specified below: If to the Interconnection Customer: White Oak Solar Energy, LLC Attention: Asset Manager Address: Two Tower Center, 11th Floor City: East Brunswick State: NJ Zip: 08816 Phone: 732-249-6750 Fax: 732-249-7290 With a copy to: White Oak Solar Energy, LLC Attention: Eric Crawford Address 5000 Hopyard Road, Suite 480 City: Pleasanton State: CA Zip: 94588 Phone: 925-201-5234 Fax: 925-201-5230 If to the Interconnection Provider: City of Dover Public Utilities Department Attention: Ron Lunt Address: 860 Buttner Place City: Dover State: DE Zip: 19904 Phone: 302-736-7070 Fax: 302-736-7081 13.2 Billing and Payment Billings and payments shall be sent to the addresses set out below: Interconnection Customer: White Oak Solar Energy, LLC Attention: David Haden Address: Two Tower Center, 11th Floor City: East Brunswick, NJ 08816 Phone: 732-867-5852 Fax: 732-249-7290 Small Generator Interconnection Agreement - 22 -

If to the Interconnection Provider: City of Dover Finance Department Attention: Controller - Donna Mitchell Address: P.O. Box 475 City: Dover State: DE Zip: 19903-0475 Phone: 302-736-7018 Fax: 302-736-7177 13.3 Alternative Forms of Notice Any notice or request required or permitted to be given by either Party to the other and not required by this Agreement to be given in writing may be so given by telephone, facsimile or e-mail to the telephone numbers and e-mail addresses set out above. 13.4 Designated Operating Representative The Parties shall designate operating representatives to conduct the communications which may be necessary or convenient for the administration of this Agreement. This person will also serve as the point of contact with respect to operations and maintenance of the Party’s facilities. Interconnection Customer’s Operating Representative: Interconnection Customer: White Oak Solar Energy, LLC Attention: Asset Manager Address: Two Tower Center, 11th Floor City: East Brunswick State: NJ Zip: 08816 Phone: 732-249-6750 Fax: 732-249-7290 Interconnection Provider’s Operating Representative: Interconnection Provider: City of Dover Public Utilities Department Attention: Steve Enss Address: 860 Buttner Place City: Dover State: DE Zip: 19904 Phone: 302-736-7086 Fax: 302-736-7081 Email: sEnss@dover.de.us 13.5 Changes to the Notice Information Either Party may change this information by giving five Business Days written notice prior to the effective date of the change. Small Generator Interconnection Agreement - 23 -

Article 14. Signatures IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed by their respective duly authorized representatives. For the Interconnection Provider Name: ___________________________________________ Title: ___________________________________________ Date: ___________________ For the Interconnection Customer Name: ___________________________________________ Title: ___________________________________________ Date: ___________________ Small Generator Interconnection Agreement - 24 -

Attachment 1 Glossary of Terms Affected System – An electric system other than the Interconnection Provider's Distribution System that may be affected by the proposed interconnection. Applicable Laws and Regulations – All duly promulgated applicable federal, state and local laws, regulations, rules, ordinances, codes, decrees, judgments, directives, or judicial or administrative orders, permits and other duly authorized actions of any Governmental Authority. Business Day – Any calendar Day that is not a Saturday, a Sunday, or a NERC, state and/or federal recognized holiday where banks in Delaware are permitted or authorized to close. Default – The failure of a breaching Party to cure its breach under the Small Generator Interconnection Agreement. Dover Interconnection Requirements means the Technical Requirements for Interconnection of White Oak Solar Energy, LLC 10 MW Photovoltaic Plant to the City of Dover Electric Transmission System, of even date herewith. Distribution System – The Interconnection Provider's facilities and equipment used to transmit electricity to ultimate usage points such as homes and industries directly from nearby generators or from interchanges with higher voltage transmission networks which transport bulk power over longer distances. Distribution Upgrades – The additions, modifications, and upgrades to the Interconnection Provider's Distribution System at or beyond the Point of Interconnection to facilitate interconnection of the Small Generating Facility. Distribution Upgrades do not include Interconnection Facilities. Good Utility Practice – Any of the practices, methods and acts engaged in or approved by a significant portion of the electric industry during the relevant time period, or any of the practices, methods and acts which, in the exercise of reasonable judgment in light of the facts known at the time the decision was made, could have been expected to accomplish the desired result at a reasonable cost consistent with good business practices, reliability, safety and expedition. Good Utility Practice is not intended to be limited to the optimum practice, method, or act to the exclusion of all others, but rather to be acceptable practices, methods, or acts generally accepted in the region. Governmental Authority – Any federal, state, local or municipal governmental body; any governmental, quasi-governmental, regulatory or administrative agency, commission, body or other authority exercising or entitled to exercise any administrative, executive, judicial, legislative, policy, regulatory or taxing authority or power; or any court or governmental Glossary of Terms -1-

tribunal. Interconnection Customer – White Oak Solar Energy, LLC. Interconnection Facilities – The Interconnection Provider's Interconnection Facilities and the Interconnection Customer's Interconnection Facilities. Collectively, Interconnection Facilities include all facilities and equipment between the Small Generating Facility and the Point of Interconnection, including any modification, additions or upgrades that are necessary to physically and electrically interconnect the Small Generating Facility to the Interconnection Provider's Distribution System. Interconnection Facilities are sole use facilities and shall not include Distribution Upgrades or Network Upgrades. Interconnection Provider – City of Dover Municipal Electric Department on behalf of the City of Dover, Delaware. Interconnection Request – The Interconnection Customer's request, in accordance with Interconnection Provider’s procedures, to interconnect a new Small Generating Facility, or to increase the capacity of, or make a Material Modification to the operating characteristics of, an existing Small Generating Facility that is interconnected with the Interconnection Provider’s Distribution System. Material Modification – A modification that has a material impact on the cost or timing of any Interconnection Request with a later queue priority date. Network Upgrades – Additions, modifications, and upgrades to the Interconnection Provider's Distribution System required at or beyond the point at which the Small Generating Facility interconnects with the Interconnection Provider’s Distribution System to accommodate the interconnection of the Small Generating Facility with the Interconnection Provider’s Distribution System. Network Upgrades do not include Distribution Upgrades. Operating Requirements – Any operating and technical requirements that may be applicable due to Regional Transmission Organization, Independent System Operator, control area, or the Interconnection Provider's requirements, including those set forth in the Small Generator Interconnection Agreement. Party or Parties – The Interconnection Provider, and/or Interconnection Customer. Point of Interconnection – The point where the Interconnection Facilities connect with the Interconnection Provider's Distribution System. PJM means PJM Interconnection, LLC, or any successor organization thereto. Reasonable Efforts – With respect to an action required to be attempted or taken by a Party under the Small Generator Interconnection Agreement, efforts that are timely and consistent with Good Utility Practice and are otherwise substantially equivalent to those a Party would Glossary of Terms -2-

use to protect its own interests. Small Generating Facility – The Interconnection Customer's device for the production of electricity identified in the Interconnection Request, but shall not include the Interconnection Customer's Interconnection Facilities. Tariff – The Interconnection Provider or Affected System's Tariff through which Interconnection Service is offered, as amended or supplemented from time to time, or any successor tariff. Upgrades – The required additions and modifications to the Interconnection Provider's Distribution System at or beyond the Point of Interconnection. Upgrades may be Network Upgrades or Distribution Upgrades. Upgrades do not include Interconnection Facilities. Glossary of Terms -3-

Attachment 2 Description and Costs of the Interconnection Facilities and Metering Equipment Interconnection Customer’s Interconnection Facilities: Description Section Reference in Technical Requirements 69 kV Interface Transformer G Fiber Optic Interface K.2 Fiber Patch/Splice Panel K.2, K.3 Conduit for fiber optic cable and power and control circuits K.4 Metering Equipment (GE KV2 C+ or similar) L RTU – Siemens Station Manager 2 in NEMA 2 enclosure M Recording equipment N 69 kV Breaker and protective relays P Interconnection Provider’s Interconnection Facilities: Description Cost Estimate None Attachment 5 - Technical Requirements -4- White Oak Solar Energy, LLC 10 MW

Attachment 3 One-line Diagram Depicting the Small Generating Facility, Interconnection Facilities, Metering Equipment, and Upgrades Typical One-Line Diagram Attachment 5 - Technical Requirements -5- White Oak Solar Energy, LLC 10 MW

Attachment 4 Milestones In-Service Date: 12/31/2010 Critical milestones and responsibility as agreed to by the Parties: Milestone Date Responsible Party (1) Small Generating Facility Site Plan Approval by 4/30/2010 IC Dover Planning Commission (2) Financial Security Posting (pursuant to article 6.3 of 4/30/2010 IC IA) (3) Specifications for the IP’s Interconnection Facilities 5/31/2010 IP and Distribution Upgrades major equipment to be procured by IC (4) Notice to Proceed issued to EPC Contractor for Small 6/30/2010 IC Generating Facility (5) Major equipment ordered for Distribution Upgrades 7/15/2010 IC (6) Major equipment ordered by IC for IP Interconnection 10/15/2010 IC Facilities and Distribution Upgrades delivered and turned over to IP (7) IP commences construction of IP’s Interconnection 10/20/2010 IP Facilities and Distribution Upgrades (8) Completion of IP’s Interconnection Facilities and 11/15/2010 IP Distribution Upgrades (9) Commissioning/Testing of Small Generating Facility 12/1/2010 IC (10) Commercial Operations Date of Small Generating 12/31/2010 IC Facility IC = Interconnection Customer, IP = Interconnection Provider Agreed to by: For the Interconnection Provider: Date: For the Interconnection Customer: Date: Attachment 5 - Technical Requirements -6- White Oak Solar Energy, LLC 10 MW

Attachment 5 Technical Requirements for Interconnection of White Oak Solar Energy, LLC 10 MW Photovoltaic Plant to the City of Dover Electric Transmission System A. General 1) This Technical Considerations Document describes the minimum design requirements and operating procedures necessary for the safe and effective interconnection of parallel Customer owned generation. The Generator Owner’s design must meet or exceed the requirements outlined in these Technical Considerations and also meet any applicable Tariff requirements. Some aspects of the Generator owner’s design and operation may also be required to meet PJM, MAAC and NERC requirements. 2) The Customer’s generation Facility must meet all applicable national, state and local construction, safety and electrical codes. City approval to interconnect indicates only that the minimum requirements for parallel operation outlined in this document have been satisfied. Such approval does not imply that the generator Owner‘s Facility meets all federal, state and local standards and regulations. 3) All equipment, circuit breakers and other current interrupting devices at the Generator Owner’s Facility must be capable of interrupting the maximum available fault current at the site including any contribution from the Facility’s generator. Fault current contributions from the City of Dover Electric Transmission System at the proposed point of interconnection are detailed under the heading “System Information at Point of Interconnection”. 4) All equipment and insulation must be capable of continuous operation at the specified voltage ratings at the Point of Interconnection. Voltage ratings for the City of Dover Electric Transmission System at the proposed point of interconnection are detailed under the heading “System Information at Point of Interconnection”. 5) The three-way switch will be the isolation point for both parties; however, the Generation Owner may elect to install additional disconnect switches within the interconnection substation. 6) This agreement is only for the interconnection to the Transmission System, station service information and requirements are addressed in the Electric Service Handbook. 7) The three-way motor operated disconnect switch and pole required to interconnect the Generation Owner and City of Dover transmission line will be specified, purchased, installed and owned by the City of Dover. All expenses related to this installation/modification shall be the financial responsibility of the Generation Owner. 8) All expenses incurred by the City of Dover for staff, contractors, consultants and engineering services related to the installation of the interconnection facility will be reimbursed to the City of Dover. For example these expenses could be related to design, reviews, installation, and commissioning, to name a few. B. Definitions Various terms as utilized in this document are defined below. Whenever used in the document with initial capitalization, the following terms have the meanings specified in this Section. City – The City of Dover, Delaware. City of Dover Electric Transmission System – The electric transmission system belonging to the City of Dover, Delaware, typically operating at a voltage of 69kV. Attachment 5 - Technical Requirements -7- White Oak Solar Energy, LLC 10 MW

Customer - Any adult person, partnership, association, corporation, or other entity: (i) in whose name a service account is listed, (ii) who occupies or is the ratepayer for a premises, building, structure, etc., and (iii) who is primarily responsible for payment of bills. Multiple premises or sites under the same name are considered multiple Customers. Interface Transformer - A transformer which interconnects a privately owned generation source with the City of Dover Electric Transmission System. Facility (or Facilities) (or Generator) – The Customer owned generating equipment and all associated or ancillary equipment, including Interconnection Equipment, on the Customer’s side of the Point of Interconnection. Generator Owner – The owner of the Facility that is interconnected to the City. Grid – The interconnected arrangement of lines, transformers and generators including, but not limited to, those that make up the City of Dover Electric Transmission System. Interconnection – The physical connection of Customer owned generation to the City of Dover Electric Transmission System in accordance with these technical considerations so that parallel operation can occur. Interconnection Equipment - That equipment necessary to interconnect the Facility to the City of Dover Electric Transmission System, including any and all relaying, interrupting, metering or communication equipment needed to protect the Facility and the City of Dover Electric Transmission System and to control and safely operate the Facility in parallel with the City of Dover Electric Transmission System. Inverter – A static power converter with control, protection and filtering functions that converts Direct Current (DC) input to Alternating Current (AC) output. Inverters connected to the City of Dover Electric Transmission System must be of the non-islanding type. Island – A portion of the City of Dover Electric Transmission System containing both load and Customer owned generation that is electrically isolated from the remainder of the City of Dover Electric Transmission System. MAAC -Mid-Atlantic Area Council. One of ten Regional Reliability Councils which form the North American Electric Reliability Council (NERC). MAAC is responsible for the mid-Atlantic region, including all or parts of the states of Pennsylvania, New Jersey, Delaware, Maryland, Virginia and the District of Columbia. NERC -North American Electric Reliability Council. The purpose of NERC is to ensure the adequacy, reliability and security of the bulk electric supply systems through coordinated operations and planning of generation and transmission facilities. Parallel Operation – Any electrical connection between the City of Dover Electric Transmission System and the Generator Owner’s generation source. PJM - PJM Interconnection, L.L.C. The Independent System Operator for the Pennsylvania, New Jersey Maryland area of the Northeast U.S. whose members include electric utilities and independently owned generating resources. The organization is responsible for dispatching generation, operating the bulk transmission system within its service area and operating a buy/sell market for member’s generation. Point of Interconnection – Also known as the Point of Common Coupling (or PCC). The point where the electrical conductors of the City of Dover Electric Transmission System are connected to the Generator Owner’s conductors and where any transfer of electric power between the Customer and the City of Dover Electric Transmission System takes place. RTU - Remote Terminal Unit. The remote unit of a supervisory control system used to telemeter operating data, provide device status/alarms and to provide remote control of equipment at a substation or generator site. The unit communicates with a master unit at the System Control Center. Stabilized – The state of the City’s system following a disturbance which returns to the normal range of voltage and frequency for approximately 5 seconds or longer as determined by the City. The City may require a longer time period if necessary to ensure the safety and reliability of the City of Dover Electric Transmission System. System Control Center – The City office that monitors and has direct control over the operation of the City of Dover Electric Transmission System. System Emergency – An imminent or occurring condition on the City of Dover Electric Transmission System, the PJM System, the system of a neighboring utility, or in the Facility, that is likely to impair system reliability, quality of service, or result in significant disruption of service, or damage, to any of the foregoing, or is likely to endanger life, property or the environment. Transmission System – The City of Dover 69kv distribution circuit(s) and associated poles, conductors, insulators, and related equipment. Attachment 5 - Technical Requirements -8- White Oak Solar Energy, LLC 10 MW

C. Background Information and Need for Protection 1) The City of Dover Electric Transmission System is subject to a variety of natural and man-made hazards. Among these are lightning, wind, snow, animals, vehicular accidents, vandalism and human error. These same hazards are present in residential and commercial electric systems but to a lesser degree due to the smaller size and protected environment of these systems. 2) The electric problems that can result from the preceding hazards are principally short circuits, grounded conductors and broken or open conductors. All of these problems require that the affected equipment be de-energized as quickly as possible to minimize equipment damage, to protect Grid security, to lessen the adverse impact on Customers and to remove any hazard to the public and City personnel. 3) The Generator Owner has the responsibility to protect both his own Facility and the impact of his Facility on the Grid. D. Basic Protection Goals The protection system at the Point of Interconnection should be designed and operated with the following desired goals in mind: 1) Protect the City of Dover Electric Transmission System from the adverse impacts of the parallel generator. 2) Protect the parallel generator from faults or other disturbances in the City of Dover Electric Transmission System. 3) Disconnect the parallel generator from the City of Dover Electric Transmission System for abnormal operating conditions. 4) Permit the desired range of power transfer without false operation. E. Protection General Requirements 1) The generator and Point of Interconnection protection schemes shall be continuously monitored and in a functional state. The generator shall immediately be disconnected from the City of Dover Electric Transmission System for any condition that would make the protection scheme inoperable. 2) The operating power for the generator and Point of Interconnection protection schemes and the control power used to disconnect the generator from the City of Dover Electric Transmission System must not be directly dependent on City of Dover Electric Transmission System power. 3) The generator protection shall be designed to automatically and immediately disconnect the generator from the City of Dover Electric Transmission System if the source circuit from the City is lost, irrespective of connected loads or other generators on the circuit. 4) The generator shall be equipped with protective equipment (hardware or software) to prevent the generator from energizing a de-energized City of Dover Electric Transmission circuit. 5) Parallel operation must cease immediately and automatically for abnormal operating voltage, frequency, harmonic content or power flow. Parallel operation must also cease for loss of a phase or improper phase sequence. Voltage sensing shall be performed on all three phases. 6) Protection at the Point of Interconnection must detect and isolate the Facility from the City of Dover

Electric Transmission System for a fault condition in the Generation Owner’s Facility. 7) Protection at the Point of Interconnection must detect and isolate from the City of Dover Electric Transmission System the Generation Owner’s Facility for a fault condition on the City of Dover Electric Transmission System circuit that supplies the generator site. 8) The protection scheme should permit the desired range of power transfer without false operation. The protection scheme should also prevent excessive or unnecessary tripping that would adversely affect the City’s service reliability to other Customers or Generator Owners. 9) The generator protection or protection at the Point of Interconnection must insure that the generator is disconnected from the City of Dover Electric Transmission System before any automatic re-energizing of the City of Dover Electric Transmission System supply circuit. 10) The protection at the Facility must recognize and disconnect the Generator from the City of Dover Electric Transmission System if the generator is islanded with other Customer load. 11) Any automatic re-connection of the generator to the Grid following a loss and subsequent restoration of the City of Dover Electric Transmission System source must occur only after the City of Dover Electric Transmission System has stabilized. Note: This preceding list of design requirements is not intended to be all-inclusive. Other hazards and conditions may need to be taken into consideration by the design engineer based upon the circumstances, the specific site, the Generation Owner’s needs and other appropriate criteria. F. Grid Interconnection Point Information 1) The proposed 10MW Solar Photovoltaic Generation Facility is to be located in the northern portion of the Garrison Tract located on the north side of White Oak Road and east of US Highway 1, in the City of Dover, Kent County, Delaware. This places the proposed 69 kV tap (new 3-way switch and pole) on the Cartanza – Dover Downs 69kV Line approximately halfway between Cartanza Substation and Dover Downs Substation. This Cartanza-Dover Downs line is also referred to as line 9080. From the new 69 kV tap, approximately ½ mile of aboveground 69 kV line will be built to the Facility’s substation. The actual physical Point of Interconnection is defined as the 69 kV line conductor tail (the portion of the conductor that extends through the dead-end shoe), excluding the connector, located on the Facility installed dead-end structure at the interconnection substation. . The Facility will own the connection, and hardware connecting the Facility to the conductor tail. Some details on the City of Dover Electric Transmission System are noted below to assist the Generator Owner in the design of their Facility. The City of Dover Electric Transmission System consists of multiple 69kV circuits, substations, local generation, and a 230kV interconnection to Delmarva Power and Light. The System is solidly grounded wye at the larger generators and at the 230kV interconnection. System Information at Point of Interconnection: Type 3 Phase, 60 Hz AC, Solidly grounded wye Nominal Operating Voltage 69,000 Volts Phase-Phase Maximum Operating Voltage 72,500 Volts Phase-Phase Basic Impulse Level 350kV Surge Arrester Rating 42kV MCOV Max Available Fault Current 15,241 Amps 3 Phase (with no Solar Farm contribution) 9,880 Amps Phase-Gnd (with no Solar Farm contribution) 2) Most distribution and transmission lines have automatic line restoration following a line trip. The

majority of faults (short circuits) are temporary in nature such as a flashed insulator or a tree limb that brushed against a line. Once the fault has been detected and the affected circuit de-energized, the circuit can normally be successfully re-energized. This re-energization or automatic reclose could occur after the line has been dead for 0.20 second, up to a minute or more. The net result of automatic line restoration is to restore the integrity of the Grid and to reduce any Customer outage time. The Generator Owner will have to take into account the impact of automatic circuit restoration in the design and operation of their Facility. 3) The Generator Owner may request the City to delay any high speed reclosing on the City of Dover Electric Transmission System supply circuit to allow the Parallel Operation generator sufficient time to remove itself from an islanded or de-energized circuit prior to automatic reclose. Since delaying the automatic reclose time degrades the level of service to other Customers on the circuit, the City may limit any delay of the automatic reclose to a few seconds or less. Alternatively, the Generator Owner may request that a direct transfer trip scheme be added to remove the interconnected generator from service prior to automatic reclosing by using communication equipment between the Generator Owner’s site and the City. Similarly, the Generator Owner may request that a synchronizing check or reclose-blocking scheme be installed on the City’s source circuit to prevent out of phase reclosing. The Generator owner is responsible for all costs associated with the installation and maintenance of these requested modifications. G. Interface Transformer 1) In most cases, an Interface Transformer will be required to interconnect the Generator Owner’s Facility to the City of Dover Electric Transmission System voltage. In addition to matching the proper voltage level, this Interface Transformer will decrease possible voltage variations seen by other City Customers, attenuate any possible harmonics and reduces the effects of fault currents. 2) The proposed 10MW Solar Photovoltaic Generation Facility Interface Transformer should be configured for nominal 69kV operation with a de-energized tap changer ranging from -5% to +5% of nominal in 2.5% steps. The transformer should be connected in Delta on the 69kV winding. A special zero-sequence/over/under voltage detection scheme will be required for this configuration (see details under heading “Protection Scheme Details”). The Transformer must be sized to support maximum anticipated power transfers to and from the City of Dover Electric Transmission System. H. Power Quality Considerations 1) The Generator Owner’s Facility shall be designed and operated in such a manner that there are no noticeable adverse impacts to system voltage, frequency, harmonics etc. 2) The parallel generator shall not cause excessive voltage flicker on the City of Dover Electric Transmission System. (Voltage flicker is defined as variations in system voltage magnitude and duration sufficient to allow visual observation of a change in electric light source intensity.) Any flicker shall not exceed the “Borderline of Irritation” Curve, Fig. 10.3, as defined in IEEE Std. 519-1992, Recommended Practices and Requirements for Harmonic Control in Electric Power Systems. The City reserves the right to require tighter flicker control in situations where other Customer’s equipment or operations (computers, instrumentation, process controls, etc.) are impacted. 3) The parallel generator could introduce harmonics distortion into the City of Dover Electric Transmission System if equipment such as DC to AC inverters are used in the Facility. (Harmonic distortion is defined as continuous distortion of the normal 60 Hz. sine wave typically caused by nonlinear loads or by inverters, measured in total harmonic distortion, THD.) Any voltage harmonic distortion shall not exceed the limitation as defined in IEEE Std. 519-1992, Recommended Practices and Requirements for Harmonic Control in Electric Power Systems, Table 11.1. The limits vary dependent on the voltage. In addition, the level of harmonic current that the Generator Owner shall

inject into the City of Dover Electric Transmission System should not exceed the level specified in Table 10.3 in IEEE Std. 519-1992. 4) Any DC to AC inverter should not inject DC current greater that 0.5% of the rated inverter capacity into the Point of Interconnection during both normal and abnormal operation. I. Power Factor Considerations 1) A parallel generator shall not adversely impact the power factor of the City of Dover Electric Transmission System at or near the Point of Interconnection. The generator type impacts the power factor. The inverters of most DC generators are designed to operate close to unity power factor. Induction generators absorb VARs from the City of Dover Electric Transmission System. Synchronous generators can either absorb or produce VARs thus having a varying power factor depending upon excitation control. 2) The City of Dover Electric Transmission System requires that the power factor of the Facility at the point of Interconnection be maintained in the range of 98.5% lagging to 98.5% leading. J. Inverter Considerations 1) The Generator Owner must use a non-islanding type inverter as defined in IEEE 929 2000, IEEE Recommended Practices for Utility Interface of Photovoltaic (PV) Systems. 2) Non-islanding type inverters are inherently designed to automatically disconnect from the Grid if the Generator Owner’s site becomes isolated from the City of Dover Electric Transmission System. This type inverter also prevents the Generator owner from inadvertently supplying other City Customers in an isolated Island situation. 3) The inverter output specifications must meet the power quality considerations detailed under heading “Power Quality Considerations”. K. Communication Facilities Considerations 1) The City will provide and install optical fiber for data communication purposes. The city will install a 48 fiber count ADSS splice case near the location of the existing fiber. The City will install a 24 strand ADSS fiber optic cable from this splice case to a 24 strand patch panel with ST connections provided by Generation owner at the substation. The Generation Owner will incorporate this communication system during design and construction. Additional fiber will be required at the Dover Downs substation. The city will install a 48 ADSS fiber strand cable from DuPont Hwy to the Dover Downs substation. The existing 24 strand patch panel will be replaced with a 48 strand patch panel to incorporate the pilot wire relaying. All cost of this installation incurred by the City will be paid by Generation Owner. a. No voice circuits will be provided and this data communication will be limited to City of Dover facilities only. No interconnection with other voice/data sources will be allowed. 2) The Facility shall provide the following equipment: Fiber Optic Interface RFL IMUX 2000 Mini-DACS, Model 2000CCM with 1300NM single mode fiber optic interface Fiber Patch/Splice Panel Corning Cable Systems – Qty 1 Closet connector housing Part # CCH-02U; Qty 4 Closet connector

housing panels Part # CCH-CP06-19T; Qty 4 Buffer tube fan-out kits Part # FAN-BT25-06; Qty 2 Buffer tube fan-out kits Part # FAN-BT25-12 Qty 26 Anaerobic-Cure connectors Part # 95-201-52-SP 3) RFL IMUX 2000, fiber patch and splice panel and accessories and commissioning services after final installation is complete, must be purchased from: RFL Electronics Inc. 353 Powerville Road Boonton Twp., NJ 07005-9151 IMUX 2000, Fiber Patch and Splice Panel and accessories: Attention: Mike Reinhold Email: Mike.Reinhold@rflelect.com Phone: (973) 334-3100 Ext. 239 – Fax: (973) 334-3863 Reference: IMUX 2000 New Node Quotation No: CQ-51457-A Commissioning Services: Attention: Marko Stieber Email: Marko.Stieber@rflelect.com Phone: (973) 334-3100 Ext. 211 – Fax: (973) 334-3863 Reference: RFL IMUX 2000/ILS Commissioning Adding a new ILS/MUX Node Quotation No: CQ-52458 4) The following items will be supplied by the facility: a) Conduit from interconnection substation to riser pole for the fiber optic cable; b) Conduits for the power and control circuits for the 3-way motor operated disconnect switches including materials and installation of the appropriate controls, cabling and circuits; and c) Exact number and sizing to be determined during design. L. Interval (Revenue) Metering Considerations 1) All paralleled generator Facilities shall be metered in accordance with applicable tariffs and specifications provided in approved City publications or other contractual documents related to this project as appropriate. As a minimum, the following interval data is required: a) MWhr and MVARhr Input/Output at the Point of Interconnection 2) The Facility shall provide, at a minimum, the following metering equipment: a) The City of Dover would prefer that a GE KV2 C+ be installed in this application. b) The Facility shall provide the RS-232 connection from the meter to the RFL IMUX. 3) Interval Data requires the Generator Owner to supply communication facilities which allows the City to retrieve the interval data remotely. Specific requirements will be determined on a case-by-case basis. 4) All metering equipment will be owned and maintained by the Generation Owner. 5) Unless otherwise mutually agreed upon by the City and the Generator Owner, the Generation

Owner shall have ownership of the equipment and supply all inspection, reading, maintenance and testing of all metering equipment for the Generator Owner’s Facility, at the Generator Owner's cost. The Generator Owner shall install the metering PTs (potential transformers) and CTs (current transformers) on the 69kv side of the transformer. 6) Revenue metering combined current transformer (CT) and potential transformer (PT) units shall have the following minimum specifications; however, the final design and potential light load of the Generator Owner’s equipment during non-generation hours may require modification to this specification: Type Metering CT Ratio 100/5 Accuracy Class 0.3 B1.8 Type Inductive PT Ratio 40,250 – 115/67.08 Volts Accuracy/Burden 0.3 O,W,X,M,Y,Z,ZZ 7) The City shall require interval metering of the generator output to the extent reasonably necessary to provide the City with the data needed to administer its tariffs and to operate and plan the City of Dover Electric Transmission System. 8) The Point of Interconnection interval metering shall be bi-directional so that power deliveries to and from the Generator Owner’s site can be separately recorded. The Point of Interconnection metering shall not be equipped with detents. 9) The Generator Owner may, at its sole option and cost, install or request to have the City install additional metering equipment to meet any special needs that the Generator Owner may have. M. Monitoring and Control Considerations 1) The Generator Owner shall purchase and install a Remote Terminal Unit (RTU) per the specifications below to enable the City to monitor the status of the data points listed in below at the Generator Owner’s site and to control certain breakers, if required. This RTU shall utilize DNP 3.0 protocol, or other such protocol compatible with the existing Supervisory Control System at the City. Siemens 5700 Station Manager 2 mounted in NEMA 2 enclosure RTU must be purchased from: Siemens Energy Management and Automation 7000 Siemens Road Wendell, NC 27591 Attention: Kelly Roberson Email: kelly.roberson@siemens.com Phone: (877) 217-4943 – Fax: (877) 217-4945 Reference: TG5700 RTU Quotation No:? Seller to contact above for further details on the RTU. 2) The following SCADA points shall be provided to the City: Indication: 1: 69kV GCB Loss of DC Control Power

2: 69kV GCB Breaker Status 3: 69kV GCB Discharged Spring Alarm 4: 69kV GCB Low SF6 Pressure 5: 69kV GCB Breaker In Local 6: 69kV GCB Breaker Lockout 7: 69kV Relays Common Alarm 8: Transformer information as appropriate and agreed upon by both parties Control: 1. Breaker Control (trip & close) – 69kV Breaker 2. Individual control for MOD switches located on 3-way switch pole. Analog: 1. 69kV Instantaneous MW 2. 69kV Instantaneous MVAR 3. 69kV MW-hrs 4. 69kV MVAR-hrs 5. 69kV A ph Amps 6. 69kV B ph Amps 7. 69kV C ph Amps 8. 69kV A ph Volts 9. 69kV B ph Volts 10. 69kV C ph Volts RS-485: 1. All 69kV Relays 2. All 69kV Power Meters 3) City personnel shall be responsible for programming the RTU and Master Station. All costs will be borne by the Generation Owner. N. Event Recording Considerations 1) The Generator Owner shall purchase and install recording equipment to monitor the performance of their protection and control equipment for those parallel generator sites interconnected with the City of Dover Electric Transmission System. 2) The City reserves the right to specify the voltages, currents, device status, etc. to be monitored and recorded by this event recording equipment. At a minimum, these are: 1. 69kV Amps 2. 69kV Volts 3. 69kV Breaker and Alarm Statuses 3) Event information may be recorded by features internal to microprocessor type protective relays, by separate digital fault/event recorders or by a combination of these two methods. 4) The City shall have remote access to any recorded information for use in analyzing the performance of the overall Electric System. 5) The Generator Owner will supply communication facilities for the event recording equipment for remote access of the data and this data shall be sent to a SEL 2030. SEL 2030 shall be provided by Generation owner, connected to the IMUX, and required inputs will be determined by the City during design.

6) Digital fault recording equipment should be time synchronized to a reference traceable to the National Institute of Standards and Technology. O. Performance Considerations 1) The interconnection of parallel generation with the City of Dover Electric Transmission System is permissible only if the system voltage, frequency and current flow at the Point of Interconnection are within normal limits. Parallel operation must cease immediately and automatically for abnormal voltage, frequency, or current flow as defined below. 2) Parallel operation must also cease automatically for operation outside the power quality limitations detailed in Technical Design Considerations, Section VIII - G. 3) The Generator Owner’s equipment shall be operated in such a manner that the voltage levels on the City’s Grid remain within the operating limits defined by ANSI C84.1. 4) The generator must immediately and automatically cease parallel operation and disconnect from the City of Dover Electric Transmission System if the voltage at the Point of Interconnection exceeds the limits defined below: DC Generating Systems with Non-Islanding Inverters a) Trip in 0.1 Second for V < 50% b) Trip within 0.1 to 30 Seconds for 50% = V < 88% c) Trip within 0.1 to 30 Seconds for 106% < V < 137% d) Trip in 0.03 Second for 137% = V (Specific voltage and time delay set points will be determined for each generator installation) Notes: a) Trip time refers to the time between when the abnormal voltage condition occurs and the generator being disconnected from the City of Dover Electric Transmission System. b) Three-phase voltage sensing shall be used. 5) The Generator may reconnect automatically to the Grid after a 60 seconds has elapsed if both the system voltage has returned to normal range and the Grid is stabilized.. 6) The generator must immediately and automatically cease parallel operation and disconnect from the City of Dover Electric Transmission System if the operating frequency exceeds the limits defined below: DC Generating Systems with Non-Islanding Inverters a) Trip in 0.1 Second for F < 59.3 Hz. b) Trip in 0.1 Second for F > 60.5 Hz. (Set points taken from IEEE Std. 929.) 8) The inverters of DC generating systems shall obtain their commutation reference from the City of Dover Electric Transmission System and thus synchronization will not be an issue. 9) The generator must automatically and immediately disconnect from the City of Dover Electric Transmission System if the source from the Grid is lost. This separation must occur irrespective of connected load or other generators on the circuit. 10) The generator must be disconnected from the City of Dover Electric Transmission System before any automatic reclose or re-energization of the City source. 11) For a fault condition on the City source circuit that interconnects with the Generator Owner’s Facility, the Generator Owner must have protective relaying to detect this condition and disconnect

the generator from the Grid. The required operating time of the protection scheme is dependent on many variables such as voltage class, generator stability concerns, primary vs. backup relaying, coordination requirements with City relaying scheme, etc. The City will work with the Generator Owner and ascertain the performance requirements on a case by case basis. 12) In cases where clearing time from the Generator Site is critical, transfer trip from the City end of the circuit to the Generator Owner’s site may be required. 13) For a fault condition within the Generator Owner’s Facility, the Generator Owner must have protective relaying to detect and isolate the fault from the City of Dover Electric Transmission System. The required clearing time of the Facility’s protection schemes is dependent on many variables such as voltage class and the operating time of any City protection schemes that reach into the Facility. The City will review the proposed operating time of the Facility’s protection schemes and ascertain the performance requirements on a case by case basis. P. Protection Scheme Details 1) Protective relays shall be microprocessor type with integral trip record and fault recording, self- checking and remote communications. Remote communications should be provided through a digital switching device to allow a single communication line to service multiple protective 69kv relays. 2) All protective relays must have the desired sensitivity and speed for its intended application and be of utility grade. The City can provide feedback to the Generator Owner in this regard. 3) All equipment, lines and busses operating at 69kV shall be protected by two independent protective schemes. 4) Primary and backup protection schemes shall be supplied via independent current/potential circuits and independently protected DC control circuits. Potential circuits will be considered independent if they emanate from different windings from the same potential transformer. 5) DC circuits supplying protective relaying schemes shall be continuously monitored and fused separately from any other DC control circuits. Loss of any control power bus including DC trip and close busses of each breaker shall also be monitored and alarmed to a manned location so that corrective action can be taken. Relay failure alarms shall be handled in a similar manner. See section M. Monitoring and Control Considerations for duplicate alarms that are required by Dover. 6) All protective relay systems, equipment, design, operation and maintenance shall be in accordance with all applicable Federal, State and Local requirements, National and Regional Reliability Criteria and Industry Recognized Standards and Guidelines. 7) Primary 69kV line protection shall be provided by a SEL-311L line differential relay. This will communicate via optical fiber to both remote line end relays (at Carranza and Dover Downs) to form a 3-terminal line differential scheme. On-board transfer trip capabilities will be used to enable tripping of the local 69kV and intermediate voltage breakers (e.g. 12 or 34.5 kV, based on the final Facility design) breakers despite the weak infeed inherent with an inverter source. 8) Additional weak infeed protection shall be provided by a logical “and” condition when both remote line end breakers are open. “b” contact status from both of these breakers will be provided via the communications capabilities onboard the SEL-311L scheme to trip the local 69kV and intermediate voltage breakers when both line ends are open. This will help protect against an islanding condition and force synchronization back to the plant. 9) Local 69kV breaker and intermediate voltage breaker shall use auxiliary contacts such that the intermediated voltage breaker will trip and be inhibited from closing whenever the 69kV breaker is

open. 10) Backup line protection shall be provided by a SEL-351 relay. Logic inside the relay will be configured to provide undervoltage protection, overvoltage protection, and zero-sequence voltage protection. 11) Transformer protection shall be provided by a transformer differential relay and a separate overcurrent relay. SEL-587 and SEL-551 relays are recommended. Fault pressure relay protection should also be provided. 12) Local 69kV breaker closing shall be supervised by a Hot Line Dead Bus (Dead Customer) scheme. 13) Bushing Current transformers (CTs) used for protective relaying on the 69kV side should have the following minimum specifications: Type Multi-ratio bushing CT Ratio 1200/5 Accuracy Class C800 14) Potential Transformers (PTs) used for protective relaying on the 69kV side should have the following minimum specifications: Type CCVT dual winding Ratio 40,250 – 115/67.08 Volts Accuracy/Burden 0.6 MWXYZ 200 VA 15) 69kV Breaker Minimum Specifications are below. A Siemens type SP2 is recommended to maintain consistency with the City of Dover Electric Transmission System. Rated Maximum Voltage 72.5 kV Rated Continuous Current 1200 A Frequency 60 HZ Rated Short Circuit Current 40 kA Full Wave Impulse Withstand 350 kV Rated Interrupting Time 3.0 cycles 16) Line Protection relay settings will be provided by the City of Dover prior to commissioning. Transformer and bus relay/differential settings will be the responsibility of the Generation Owner; however, the City of Dover will be provided the settings and they may review these settings to evaluate any potential impact on the transmission system. Q. Maintenance requirements 1) Proper maintenance of electrical equipment is important to ensure a safe and reliable electrical system. 2) Electrical equipment in the Interconnect substation should be maintained, at a minimum, per the requirements in the latest edition of ANSI/NETA MTS-XXXX, including appendix B “frequency of Maintenance Tests”. The current edition is ANSI/NETA MTS-2007. Generation owner will provide the City of Dover a detailed 5-year maintenance schedule prior to facility commissioning and will update annually. 3) Revenue Metering Maintenance – will be performed by the Generation Owner. R. City of Dover Approvals 1) All designs and components of the 69kv system shall be approved by the City of Dover prior to purchase/installation.

2) The City of Dover shall approve all third-party testing company(ies) prior to the commencement of work on any component/system related to the 69kv equipment. Such approval shall not be unreasonably withheld. 3) Commissioning tests will require an outage on the interconnection line segment; Dover reserves the right to mandate the days and times that this can be scheduled. 4) The Facility will develop a comprehensive commissioning test plan/procedure (plan) and submit this to the City of Dover for approval at a minimum of 30 days prior to the work. Dover will review and approve/disapprove this plan for any component/system that could directly impact the 69kv system, such approval shall not be unreasonably withheld. The Facility will be responsible for modifications to the plan until Dover accepts the plan. This shall be completed prior to commissioning. 5) During Dover’s design review other considerations/concerns may require additional components; Generator Owner will modify the Facility to incorporate these changes.

S. Typical One-Line Diagram

T. References The references and standards listed below can provide technical requirements, support and insight into the safe, reliable interconnection of parallel generation with the City of Dover Electric Transmission system. It is suggested that those individuals and firms contemplating operation of parallel generation with the City review these references for applicability to their installation. This listing is not intended to be all-inclusive. • IEEE C2, National Electric Safety Code® (NESC®) • NFPA 70, National Electric Code® (NEC®) • IEEE Std. 493-1997, IEEE Recommended Practice for Design of Reliable Industrial and Commercial Power Systems (IEEE Gold Book) • IEEE Std. 519-1992, IEEE Recommended Practice and Requirements for Harmonic Control in Electric Power Systems • IEEE Std. 242-1986, IEEE Recommended Practice for Protection and Coordination of Industrial and Commercial Power Systems (IEEE Buff Book) • ANSI Std. C84.1-1995, Electric Power Systems and Equipment – Voltage Ratings • IEEE Std. 1159-1995, IEEE Recommended Practice for Monitoring Power Quality • IEEE Std. 929-2000, IEEE Recommended Practice for Utility Interface of Photovoltaic (PV) Systems • ANSI/IEEE Std. C37.1-1994, Standard Definitions, Specifications and Analysis of Systems Used for Supervisory Control, Data Acquisition and Automatic Control • IEEE Std. C37.2-1991, IEEE Standard Electric Power System Device Function Numbers • IEEE Std. C37.90-1989, Standard for Relays and Relay Systems Associated with Electric Power Apparatus • IEEE Std. C37.90.1-1989, Standard Surge Withstand Capability (SWC) Tests for Protective Relays and Relay Systems • IEEE Std. C37.91-1985 (Reaff 1990), Guide for Protective Relay Application to Power Transformers • IEEE Std. C37.93-1987, IEEE Guide for Power System Protective Relay Applications of Audio Tones over Telephone Channels • IEEE Std. C37.95-1989, IEEE Guide for Protective Relaying of Utility Consumer Interconnections • IEEE Std. C37.97-1979 (Reaff 1990), Guide to Protective Relay Applications to Power System Buses • IEEE Std. C37.101-1985, (Reaff 1990) Guide for Generator Ground Protection • IEEE C37.102-1987, (Reaff 1990) Guide for AC Generator Protection • IEEE C37.103-1990, Guide for Differential and Polarizing Relay Circuit Testing • IEEE C37.106-1987, Guide for Abnormal Frequency Protection of Power Generating Plants • IEEE Std. C37.110-1996, Guide for the Application of Current Transformers Used for Protective Relaying Purposes • IEEE Std. C37.113-1999, Guide for Protective Relaying Applications to Transmission Lines • IEEE Std. C57.13.1-1981 (Reaff 1986) Guide to Field Testing of Relaying Current Transformers • IEEE Std. C57.13.2-1986 Standard Conformance Test Procedures for Instrument

Transformers • IEEE Std. C57.13.3-1983 (Reaff 1990) Guide for the Grounding of Instrument Transformer Secondary Circuits and Cases • IEEE Std. 100-1996, IEEE Standard Dictionary of Electrical and Electronics Terms • IEEE Std. 141-1993, Recommended Practice for Electric Power Distribution for Industrial Plants (IEEE Red Book) • IEEE Std. 1001-1988, Guide for Interfacing Dispersed Storage and Generation Facilities with Electric Utility Systems • IEEE Std. 1021-1988, IEEE Recommended Practices for Utility Interconnection of Small Wind Energy Conversion Systems • IEEE Std. P1547 Draft, Standard for Distributed Resources Interconnected with Electric Power Systems • PJM Protective Relaying Philosophy and Design Standards • PJM Relay Testing and Maintenance Practices • PJM Transmission Substation and Line Design, Application and Maintenance Guidelines • MAAC Protective Relaying Philosophy and Design Standards • NERC Planning Standards

Attachment 6 Interconnection Provider's Description of its Upgrades and Best Estimate of Upgrade Costs Distribution Upgrades: Description Responsible Party for Cost Estimate Design & Construction 69 kV line tap (3 way switch, steel pole, Interconnection $365,000 conductor, etc) Provider1 Approx. ½ mile of aboveground 69 kV Interconnection n/a line from the 69 kV tap to A-frame Customer to build and structure transfer ownership to Interconnection Provider Optical fiber installation at Dover Interconnection Provider $24,700 Downs Optical fiber installation at Garrison Interconnection Provider $54,450 Tract 1 Interconnection Customer to procure major equipment based on Interconnection Provider’s design and equipment specifications. Network Upgrades: None

Attachment 7 Rate for Use of Interconnection Provider Distribution System [Dover to insert rate or reference to a tariff here if applicable]

EXHIBIT #4 COUNCIL MEETING OF 02/22/2010 69 KV DELIVERY SERVICE CLASSIFICATION TO THE GRID FOR WHITE OAK SOLAR ENERGY, LLC AVAILABILITY This tariff is available to the solar electric generating station owned by White Oak Solar Energy, LLC (“White Oak”) to transmit up to 10 MW AC of associated energy from the Point of Interconnection as defined by the Technical Requirements Exhibit to the Interconnection Agreement between White Oak Solar Energy, LLC and the City of Dover (“City”)(“White Oak/Dover Interconnection Point”) to the point of interconnection that the City maintains with Delmarva Power & Light (“DP&L”) pursuant to the Interconnection Agreement between DP&L and the City of Dover, Delaware dated September 12, 2004 (“Dover/DP&L Interconnection Point”). The City affirms and White Oak confirms that nothing in this tariff authorizes White Oak to make retail sales in the City’s service territory. The service provided under the tariff shall be electrically isolated from any other electric service, including retail supply provided to White Oak by the City under a different tariff. This tariff is available to provide access to the City’s networked system only for delivery of up to 10 MW AC to the Dover/DP&L Interconnection Point and is not available for service on other City non-networked facilities. This tariff shall apply to White Oak when service under this tariff is requested by White Oak. To request service, White Oak shall provide written notice to Dover no less than thirty (30) days prior to the date when it requires service. The reservation term shall be one year, subject to renewal annually by giving written notice to Dover no less than thirty (30) days prior to the expiration of the term. CHARACTER OF SERVICE The City is providing firm service on its networked system only under this tariff, which is normally operated as a three phase, sixty cycle, alternating current system at a nominal voltage of sixty-nine thousand (69,000) volts, line to line. The parties expressly agree that the City shall have no responsibility to White Oak for securing any necessary interconnection or other agreement(s) for the use of facilities beyond the City’s networked system, i.e., DP&L or the PJM Interconnection, LLC. The City shall own, operate, maintain and repair its system in accordance with Prudent Utility Practices. White Oak shall operate its electric generating facilities and interconnection facilities in accordance with Prudent Utility Practices. White Oak shall use the City’s networked system in accordance with Prudent Utility Practices. The City shall have no obligation to expand the capacity of its system to accommodate this transaction or to provide any new interconnection facilities of any kind, provided, however, that changes to the system or interconnection requested and fully paid for by White Oak may be made by the City, subject to design, safety, and system security considerations. REACTIVE POWER AND VOLTAGE CONTROL White Oak shall provide sufficient reactive capability and voltage control facilities to meet its reactive power requirements and adequately maintain voltage levels and stability. White Oak shall provide sufficient facilities to maintain a unity (1.0 per unit) power factor at the White Oak/Dover Interconnection Point, based upon projected peak reactive demand measured at the Metering Point and subject to the criteria in the following paragraph. White Oak shall operate so as to maintain a power factor at the Metering Point that is comparable to the average power factor that Dover maintains in its service area, but in no case shall the White Oak monthly peak one-hour interval power factor fall below 98.5%. If White Oak fails to meet this power factor requirement, Dover may install, at White Oak’s cost, capacitors or other equipment to maintain a unity power factor at the White Oak/Dover Interconnection Point. RATES The rate for services hereunder shall be $0.23 per kW-month of service requested for up to 10,000 kW per month, plus charges imposed for reactive power and voltage regulation as provided above, plus Line Losses, commencing when service under this tariff is requested by White Oak. The monthly rate shall be set for a one year period starting with the first day of the month for which this service is requested. The first and

last month’s service shall be prorated on a daily basis whereby White Oak shall pay only for those contiguous days for which the service is requested. If White Oak exceeds the kW reservation of service requested in the notice, the rate for service shall be $1.00 per kW-month for the month in which the reservation was exceeded. LOSSES Line Losses. White Oak shall bear responsibility for line losses from the White Oak/Dover Interconnection Point to the Dover/DP&L Interconnection Point at the rate of 1%. Losses shall be taken by adjusting the quantities at the White Oak/Dover Interconnection Point (Metering Point quantities net of Interconnection Facilities Losses) and multiplying the kW and kWh quantities for purposes of reporting White Oak Generating Station quantities to the PJM Interconnection, LLC and DP&L. All revenue metering equipment, including the revenue meter, the metering CTs and VTs are owned by White Oak. These quantities are compensated by the meter to incorporate the Line Losses that are a part of this tariff such that the Solar Unit output quantities reported to DP&L and PJM at the DP&L/Dover Interconnection Point are net of losses. White Oak shall provide pulse outputs for metering and adequate space for meters and/or communications facilities to report on Solar Unit operations. PURCHASE POWER ADJUSTMENT This tariff shall not be subject to the Purchase Power Adjustment. PUBLIC UTILITY TAX In addition to the charges for this service classification, a surcharge will apply to recover any tax imposed by governmental authority upon provision of transmission services for electricity. RATE CHANGES The rates stated may be adjusted from time to time by Dover to reflect changes in the cost of service provided under this tariff. RULES AND REGULATIONS/MUNICIPAL ORDINANCES The General Rules and Regulations of the City of Dover for electric service which are published in the Dover Electric Service Handbook shall apply to service rendered under this service classification. OPERATING CONDITIONS Service provided under this tariff requires the following additional conditions. 1. White Oak shall communicate and coordinate with the City system dispatch office at all times and especially when the Solar Unit is dispatched, synchronized, operated, and released. 2. The City has an RTU for its SCADA system installed at the Solar Unit to receive real time generating station net MW output information (analog transducer) at its dispatch center. This quantity is one of the values used to produce a real time value for City of Dover net system load. Any changes in the current SCADA system reporting methods or equipment required by DP&L, PJM, the City, or White Oak, must be compatible with existing or new City of Dover SCADA requirements, DP&L, and PJM requirements. The cost of such changes shall be paid by White Oak. 3. White Oak shall cooperate when emergency procedures are implemented by the PJM Interconnection, LLC, or when required under the DP&L/Dover Interconnection Agreement. 4. Subject to the Interconnection Agreement between White Oak and Dover, the City shall have the right to direct White Oak to reduce or increase the output of the Solar Unit, including the temporary shutdown or start-up of the Solar Unit, as necessary for system emergencies and to preserve the City’s system security and reliability, or for the City to perform maintenance, facilities construction or system expansion, or any modification that requires facility outages. The City shall provide White Oak reasonable notice of any such directive.

EXHIBIT #5 COUNCIL MEETING OF 02/22/2010 CITY OF DOVER ORDINANCE #2010-03 BE IT ORDAINED BY THE MAYOR AND COUNCIL OF THE CITY OF DOVER, IN COUNCIL MET: The amounts hereinafter named in various City funds are changed from the currently approved revenues/receipts and appropriations to the revised revenues/receipts and revised appropriations for use by the various departments of the Municipal Government for: 2009 - 2010 BUDGET ORDINANCES GENERAL FUND CASH RECEIPTS AND EXPENDITURES FOR 2009 - 2010 Info Only Revised 2009/10 2009/10 CASH RECEIPTS ESTIMATES BUDGET BUDGET PRIOR YEAR BALANCE 2,816,763 3,628,890 FINES AND POLICE REVENUE 620,000 620,000 911 FEE 45,000 45,000 INVESTMENT INCOME 253,000 253,000 LIBRARY REVENUES 66,508 66,508 KENT COUNTY BOOK REIMBURSEMENT 460,000 460,000 BUSINESS LICENSES 1,430,000 1,430,000 PERMITS AND OTHER LICENSES 904,000 904,000 MISCELLANEOUS CHARGES 54,250 54,250 POLICE EXTRA DUTY 300,000 300,000 PROPERTY TAXES 10,185,246 10,185,246 BID REVENUE 52,692 52,692 RECREATION REVENUE 141,500 141,500 FRANCHISE FEE 486,000 486,000 TRASH FEES 1,260,000 1,260,000 DSWA TRASH FEE REBATE 160,000 160,000 RENT REVENUE - GARRISON FARM 41,535 41,535 COURT OF CHANCERY FEES 745,000 745,000 INTRAFUND SERVICE RECEIPTS W/WW 991,830 991,830 INTRAFUND SERVICE RECEIPTS ELECTRIC 3,483,884 3,483,884 GRANTS: POLICE RELATED 40,000 40,000 POLICE PENSION GRANTS 620,000 620,000 CAPITAL SCHOOL DISTRICT REVENUE 74,000 74,000 TRANSFERS FROM: TRANSFER TAX 1,400,000 1,400,000 MUNICIPAL STREET AID 775,200 - CIVIL TRAFFIC PENALTIES 700,000 700,000 WATER/WASTEWATER 548,020 548,020 ELECTRIC 6,758,100 6,758,100 TOTALS 35,412,528 35,449,455

2009 - 2010 BUDGET ORDINANCES GENERAL FUND - CONTINUED Info Only Revised EXPENDITURE SUMMARY 2009/10 2009/10 BUDGET BUDGET DEPARTMENT EXPENSES: CITY CLERK 290,580 290,580 COUNCIL 112,684 112,684 TAX ASSESSOR 572,526 572,526 FIRE 750,445 750,445 GROUNDS MAINTENANCE 1,119,611 1,119,611 LIBRARY 1,148,716 1,148,716 RECREATION 757,467 757,467 LIFE SAFETY 422,029 422,029 CODE INFORCEMENT 378,092 378,092 PLANNING 409,335 409,335 INSPECTIONS 517,316 517,316 ECONOMIC DEVELOPMENT 243,854 243,854 POLICE 11,739,470 11,769,685 POLICE EXTRA DUTY 449,516 449,516 STREETS 857,422 857,422 SANITATION 2,200,285 2,200,285 CITY MANAGER 553,130 553,130 INFORMATION TECHNOLOGY 883,075 883,075 FINANCE 781,791 781,791 PUBLIC SERVICES - ADMINISTRATION 355,159 355,159 FACILITIES MANAGEMENT 1,042,498 1,042,498 CENTRAL SERVICES 778,095 778,095 FLEET MAINTENANCE 699,676 699,676 CUSTOMER SERVICES 893,054 893,054 HUMAN RESOURCES 451,960 455,960 MAYOR 69,899 69,899 OTHER EXPENDITURES: DEBT SERVICE 328,410 328,410 INSURANCE 600,000 600,000 RETIREES HEALTH CARE 1,014,820 1,014,820 UNCOLLECTIBLES - TRASH AND OTHER 10,000 10,000 STREET LIGHTS 985,000 985,000 TRANSFER TO CAPITAL PROJECT FUND 344,802 344,802 TRANSFER TO PENSION TRUST 620,000 620,000 TRANSFER TO CDBG FUND 11,000 11,000 CURRENT YEAR BALANCE 3,020,811 3,023,523 TOTALS 35,412,528 35,449,455

2009 - 2010 BUDGET ORDINANCES GENERAL CONTINGENCY FUND CASH RECEIPTS AND EXPENDITURES FOR 2009 - 2010 Info Only Revised 2009/10 2009/10 CASH RECEIPTS ESTIMATES BUDGET BUDGET BEGINNING BALANCE 645,254 744,871 TOTALS 645,254 744,871 EXPENDITURE ESTIMATES CARRY FORWARD TO NEXT YEAR 645,254 744,871 TOTALS 645,254 744,871 2009 - 2010 BUDGET ORDINANCES GOVERNMENTAL CAPITAL PROJECTS FUND CASH RECEIPTS AND EXPENDITURES FOR 2009 - 2010 Info Only Revised 2009/10 2009/10 CASH RECEIPTS ESTIMATES BUDGET BUDGET BEGINNING BALANCE 375,408 462,693 STATE GRANTS 4,000,000 4,180,234 INTEREST EARNINGS 2,700 2,700 BOND PROCEEDS 1,912,433 1,912,433 TRANSFER FROM GENERAL FUND 344,802 344,802 TRANSFER FROM LIBRARY RESERVE 3,000,000 3,180,235 TOTALS 9,635,343 10,083,097 EXPENDITURE SUMMARY FIRE 292,210 292,210 LIBRARY 8,912,433 9,272,902 RECREATION - 70,000 POLICE 73,700 94,706 STREETS 350,000 350,000 INFORMATION TECHNOLOGY 7,000 7,000 CURRENT YEAR BALANCE - (3,721) TOTALS 9,635,343 10,083,097

2009 - 2010 BUDGET ORDINANCES GENERAL CAPITAL ASSET REPLACEMENT RESERVE CASH RECEIPTS AND EXPENDITURES FOR 2009 - 2010 Info Only Revised 2009/10 2009/10 CASH RECEIPTS ESTIMATES BUDGET BUDGET BEGINNING BALANCE 235,074 327,369 INTEREST EARNINGS 7,000 7,000 TOTALS 242,074 334,369 EXPENDITURE ESTIMATES CARRY FORWARD TO NEXT YEAR 242,074 334,369 TOTALS 242,074 334,369 2009 - 2010 BUDGET ORDINANCES WATER/WASTEWATER FUND REVENUES AND EXPENSES FOR 2009 - 2010 Info Only Revised 2009/10 2009/10 REVENUE ESTIMATES BUDGET BUDGET PRIOR YEAR BALANCE - WATER 662,079 659,584 PRIOR YEAR BALANCE - WASTEWATER 307,112 327,614 PRIOR YEAR BALANCE - KCSA 100,194 (397,473) WATER FEES 4,499,000 4,499,000 WASTEWATER FEES 3,045,560 3,045,560 WASTEWATER ADJUSTMENT FEES 3,435,390 3,435,390 WATER TANK SPACE LEASING 293,669 293,669 SEWER IMPACT FEES 475,000 475,000 WATER IMPACT FEES 280,000 280,000 INTEREST EARNINGS - WATER 35,370 35,370 INTEREST EARNINGS - WASTEWATER 43,230 43,230 MISCELLANEOUS SERVICE FEE 71,000 71,000 TOTALS 13,247,604 12,767,944

2009 - 2010 BUDGET ORDINANCES WATER/WASTEWATER FUND - CONTINUED Info Only Revised EXPENSE SUMMARY 2009/10 2009/10 BUDGET BUDGET DIRECT EXPENSES: ENGINEERING & INSPECTION 697,783 697,783 WATER CONSTRUCTION 410,338 410,338 WATER DEPARTMENT 458,333 458,333 WATER TREATMENT PLANT 1,517,663 1,517,663 WASTEWATER DEPARTMENT 988,455 988,455 METER READING 72,533 72,533 KENT COUNTY TREATMENT CHARGE 3,435,430 3,435,430 DIRECT EXPENDITURE SUBTOTALS 7,580,535 7,580,535 OTHER EXPENSES: DEBT SERVICE - WATER 468,013 468,013 DEBT SERVICE - WASTEWATER 364,938 364,938 RETIREES HEALTH CARE 134,680 134,680 INTRAFUND SERVICE FEES 1,262,456 1,262,456 TRANSFER TO: GENERAL FUND FROM WATER 231,459 231,459 GENERAL FUND FROM WASTEWATER 316,561 316,561 WATER IMP AND EXT 500,000 500,000 WASTEWATER IMP AND EXT 200,000 200,000 SEWER IMPACT FEE RESERVE 110,062 110,062 CURRENT YEAR BALANCE WATER 1,136,086 1,133,591 CURRENT YEAR BALANCE WASTEWATER 842,660 863,162 CURRENT YEAR BALANCE KCSA 100,154 (397,513) OTHER EXPENSES SUBTOTALS 3,588,169 3,588,169 TOTALS 13,247,604 12,767,944

2009 - 2010 BUDGET ORDINANCES WATER/WASTEWATER CONTINGENCY RESERVE SOURCES AND USES OF FUNDS 2009 - 2010 Info Only Revised 2009/10 2009/10 SOURCE OF FUNDS BUDGET BUDGET PRIOR YEAR BALANCE - WATER 118,292 118,780 PRIOR YEAR BALANCE - WASTEWATER 132,279 132,821 INTEREST EARNINGS 8,770 8,770 TOTALS 259,341 260,371 USE OF FUNDS CURRENT YEAR BALANCE - WATER 122,431 122,919 CURRENT YEAR BALANCE - WASTEWATER 136,910 137,452 TOTALS 259,341 260,371 2009 - 2010 BUDGET ORDINANCES WATER/WASTEWATER IMPROVEMENT & EXTENSION FUND REVENUES AND EXPENSES FOR 2009 - 2010 Info Only Revised 2009/10 2009/10 REVENUE ESTIMATES BUDGET BUDGET PRIOR YEAR BALANCE - WATER 431,400 1,631,844 PRIOR YEAR BALANCE - WASTEWATER 219,375 625,152 TRANS FR WATER OPERATING FUND 500,000 500,000 TRANS FR WASTEWATER OPERATING FUND 200,000 200,000 TRANS FR WASTEWATER IMPACT FEE RESERVE 518,230 518,230 WATER - STATE REVOLVING LOAN PROCEEDS 2,404,017 2,404,017 WASTEWATER - STATE REVOLVING LOAN PROCEEDS 5,942,481 5,942,481 FEDERAL/STATE GRANTS - 45,248 TOTALS 10,215,503 11,866,972 EXPENSE SUMMARY WATER 2,987,317 3,753,430 WASTEWATER 6,539,110 6,912,942 WATER CONSTRUCTION 39,000 39,000 CURRENT YEAR BALANCE - WATER 309,100 753,431 CURRENT YEAR BALANCE - WASTEWATER 340,976 408,169 TOTALS 10,215,503 11,866,972

2009 - 2010 BUDGET ORDINANCES WATER/WASTEWATER CAPITAL ASSET RESERVE ACCOUNT SOURCES AND USES OF FUNDS FOR 2009 - 2010 Info Only Revised 2009/10 2009/10 SOURCE OF FUNDS BUDGET BUDGET BEGINNING BALANCE WATER 178,452 205,611 BEGINNING BALANCE WASTEWATER 84,403 64,560 INTEREST EARNINGS - WATER 6,246 6,246 INTEREST EARNINGS - WASTEWATER 2,954 2,954 TOTALS 272,055 279,371 USE OF FUNDS CARRY FORWARD TO NEXT YEAR WATER 184,698 211,857 CARRY FORWARD TO NEXT YEAR WASTEWATER 87,357 67,514 TOTALS 272,055 279,371 2009 - 2010 BUDGET ORDINANCES ELECTRIC REVENUE FUND REVENUES AND EXPENSES FOR 2009 - 2010 Info Only Revised 2009/10 2009/10 REVENUE ESTIMATES BUDGET BUDGET PRIOR YEAR BALANCE 8,219,350 11,415,737 DIRECT SALES TO CUSTOMER 99,533,042 99,533,042 UTILITY TAX 1,781,500 1,781,500 GREEN ENERGY 137,600 137,600 MISCELLANEOUS REVENUE 1,051,184 1,051,184 RENT REVENUE 186,816 186,816 EMISSION CREDIT SALES 274,000 274,000 INTRAFUND SERVICE RECEIPTS W/WW FUND 270,626 270,626 INTEREST EARNINGS 158,500 158,500 TOTALS 111,612,618 114,809,005

2009-2010 BUDGET ORDINANCES ELECTRIC REVENUE FUND - CONTINUED Info Only Revised EXPENSE SUMMARY 2009/10 2009/10 BUDGET BUDGET DIRECT EXPENSES: POWER SUPPLY 55,619,481 55,619,481 POWER SUPPLY MANAGEMENT 3,000,000 3,000,000 PJM CHARGES - LOAD 13,943,413 13,943,413 CAPACITY CHARGES 13,469,528 13,469,528 RATE STABILIZATION CREDIT (3,000,000) (3,000,000) SUBTOTAL POWER SUPPLY 83,032,422 83,032,422 PLANT OPERATIONS 5,798,710 5,848,710 GENERATIONS FUELS 1,275,251 1,275,251 PJM CREDITS (1,701,066) (1,701,066) CAPACITY CREDITS (12,133,285) (12,133,285) GENERATION SUBTOTAL (6,760,390) (6,710,390) POWER SUPPLY & GENERATION SUBTOTAL 76,272,032 76,322,032 TRANSITION COSTS TRANSMISSION/DISTRIBUTION 3,318,622 3,318,622 ELECTRICAL ENGINEERING 1,500,012 1,500,012 ADMINISTRATION 640,535 640,535 METER READING 289,103 289,103 SYSTEMS OPERATIONS 624,520 624,520 UTILITY TAX 1,781,500 1,781,500 DIRECT EXPENSE SUBTOTALS 84,426,324 84,476,324 OTHER EXPENSES: ALLOW FOR UNCOLLECTIBLES 135,000 135,000 RETIREES HEALTH CARE 567,430 567,430 GREEN ENERGY PAYMENT TO DEMEC 137,600 137,600 INTRAFUND SERVICE FEES 3,483,884 3,483,884 INTEREST ON DEPOSITS 54,500 54,500 INVENTORY WRITE OFFS 175,000 175,000 POWER SUPPLY STUDY 497,250 497,250 DEBT SERVICE 3,956,600 3,956,600 TRANSFER TO: IMPROVEMENT & EXTENSION 2,500,000 2,500,000 GENERAL FUND 6,758,100 6,758,100 CONTINGENCY RESERVE 83,500 83,500 CURRENT YEAR BALANCE 8,837,430 11,983,817 TOTALS 111,612,618 114,809,005

2009 - 2010 BUDGET ORDINANCES ELECTRIC UTILITY IMPROVEMENT AND EXTENSION FUND REVENUES AND EXPENSES FOR 2009 - 2010 Info Only Revised 2009/10 2009/10 REVENUE ESTIMATES BUDGET BUDGET PRIOR YEAR BALANCE 1,461,547 2,625,760 PRIOR YEAR BALANCE BOND PROCEEDS 1,378,257 4,240,034 INTEREST EARNINGS 33,700 33,700 STATE REIMBURSEMENT FOR GOVS AVE - 710,318 STATE GRANTS - 105,723 FEDERAL GRANTS - 135,152 BOND ISSUE 2008 1,958,107 - TRANSFER FROM ELECTRIC 2,500,000 2,500,000 TOTALS 7,331,611 10,350,687 EXPENSE SUMMARY ELECTRIC GENERATION 1,254,000 1,875,290 TRANSMISSION AND DISTRIBUTION 1,127,147 1,127,147 ELECTRICAL ENGINEERING 3,525,536 5,642,167 ELECTRICAL ADMINISTRATION - 105,723 CURRENT YEAR BALANCE 1,424,928 1,600,360 CURRENT YEAR BALANCE -BOND - - TOTALS 7,331,611 10,350,687 2009 - 2010 BUDGET ORDINANCES ELECTRIC CONTINGENCY RESERVE ACCOUNT SOURCES AND USES OF FUNDS FOR 2009 - 2010 Info Only Revised 2009/10 2009/10 SOURCE OF FUNDS BUDGET BUDGET BEGINNING BALANCE 927,869 928,654 INTEREST EARNINGS 27,700 27,700 TRANSFER FROM ELECTRIC REVENUE FUND 83,500 83,500 TOTALS 1,039,069 1,039,854 USE OF FUNDS CARRY FORWARD TO NEXT YEAR 1,039,069 1,039,854 TOTALS 1,039,069 1,039,854

2009 - 2010 BUDGET ORDINANCES ELECTRIC DEPRECIATION RESERVE ACCOUNT SOURCES AND USES OF FUNDS FOR 2009 - 2010 Info Only Revised 2009/10 2009/10 SOURCE OF FUNDS BUDGET BUDGET PRIOR YEAR BALANCE 7,701,763 7,789,990 INTEREST EARNINGS 290,000 290,000 TOTALS 7,991,763 8,079,990 USE OF FUNDS CURRENT YEAR BALANCE 7,991,763 8,079,990 TOTALS 7,991,763 8,079,990 2009 - 2010 BUDGET ORDINANCES FUTURE CAPACITY RESERVE ACCOUNT SOURCES AND USES OF FUNDS FOR 2009 - 2010 Info Only Revised 2009/10 2009/10 SOURCE OF FUNDS BUDGET BUDGET PRIOR YEAR BALANCE 8,640,651 8,763,863 INTEREST EARNINGS 260,000 260,000 TOTALS 8,900,651 9,023,863 USE OF FUNDS CURRENT YEAR BALANCE 8,900,651 9,023,863 TOTALS 8,900,651 9,023,863

2009 - 2010 BUDGET ORDINANCES INSURANCE STABILIZATION RESERVE ACCOUNT SOURCES AND USES OF FUNDS FOR 2009 - 2010 Info Only Revised 2009/10 2009/10 SOURCE OF FUNDS BUDGET BUDGET PRIOR YEAR BALANCE 383,502 385,103 INTEREST EARNINGS 11,500 11,500 TOTALS 395,002 396,603 USE OF FUNDS CURRENT YEAR BALANCE 395,002 396,603 TOTALS 395,002 396,603 2009 - 2010 BUDGET ORDINANCES ELECTRIC RATE STABILIZATION RESERVE ACCOUNT SOURCES AND USES OF FUNDS FOR 2009 - 2010 Info Only Revised 2009/10 2009/10 SOURCE OF FUNDS BUDGET BUDGET PRIOR YEAR BALANCE 4,642,013 4,652,527 INTEREST EARNINGS 76,600 76,600 TOTALS 4,718,613 4,729,127 BUDGET SUMMARY TRANSFER TO ELECTRIC FUND 3,000,000 3,000,000 CURRENT YEAR BALANCE 1,718,613 1,729,127 TOTALS 4,718,613 4,729,127

2009 - 2010 BUDGET ORDINANCES MUNICIPAL STREET AID FUND CASH RECEIPTS AND EXPENDITURES FOR 2009 - 2010 Info Only Revised 2009/10 2009/10 CASH RECEIPTS ESTIMATES BUDGET BUDGET BEGINNING BALANCE 107 428 STATE GRANT 775,000 - INTEREST EARNED 200 - TOTALS 775,307 428 EXPENDITURE ESTIMATES TRANSFER TO GENERAL FUND 775,200 - CURRENT YEAR BALANCE 107 428 TOTALS 775,307 428 2009 - 2010 BUDGET ORDINANCES WORKER'S COMPENSATION FUND REVENUES AND EXPENSES FOR 2009 - 2010 Info Only Revised 2009/10 2009/10 REVENUE ESTIMATES BUDGET BUDGET PRIOR YEAR BALANCE 1,404,956 1,278,611 INTEREST INCOME 46,300 46,300 PREMIUM FROM CITY 753,822 753,822 TOTALS 2,205,078 2,078,733 EXPENSE ESTIMATES PROGRAM EXPENSES - CLAIMS 450,000 450,000 INSURANCE 93,400 93,400 BANK FEES 1,300 1,300 STATE OF DEL - SELF INSURANCE TAX 50,000 50,000 CONTRACTUAL SERVICES 37,000 37,000 CURRENT YEAR BALANCE 1,573,378 1,447,033 TOTALS 2,205,078 2,078,733

2009 - 2010 BUDGET ORDINANCES OTHER POST EMPLOYMENT BENEFITS FUND (Closed with annual audit) CASH RECEIPTS AND EXPENDITURES FOR 2009 - 2010 In May 2009 Council adopted a OPEB Trust - all assets were transferred to the Trust Info Only Revised 2009/10 2009/10 CASH RECEIPTS ESTIMATES BUDGET BUDGET PRIOR YEAR BALANCE 4,752,552 - INTEREST INCOME 135,000 - TOTALS 4,887,552 - EXPENDITURE ESTIMATES CURRENT YEAR BALANCE 4,887,552 - TOTALS 4,887,552 - 2009 - 2010 BUDGET ORDINANCES COMMUNITY TRANSPORTATION IMPROVEMENT FUND CASH RECEIPTS AND EXPENDITURES FOR 2009 - 2010 Info Only Revised 2009/10 2009/10 CASH RECEIPTS ESTIMATES BUDGET BUDGET PRIOR YEAR BALANCE 108,812 270,803 GRANTS REVENUE - STATE LEGISLATORS 1,000,000 1,000,000 TRANSFER FROM GOVT CAP PROJECTS FUND 350,000 300,000 INTEREST INCOME 2,800 2,800 TOTALS 1,461,612 1,573,603 EXPENDITURE ESTIMATES PROGRAM EXPENSES 1,350,000 1,472,690 CURRENT YEAR BALANCE 111,612 100,913 TOTALS 1,461,612 1,573,603

2009 - 2010 BUDGET ORDINANCES PARKLAND/RECREATION RESERVE ACCOUNT CASH RECEIPTS AND EXPENDITURES FOR 2009 - 2010 Info Only Revised 2009/10 2009/10 SOURCE OF FUNDS BUDGET BUDGET PRIOR YEAR BALANCE 192,735 218,245 TOTALS 192,735 218,245 USES OF FUNDS CURRENT YEAR BALANCE 192,735 218,245 TOTALS 192,735 218,245 2009 - 2010 BUDGET ORDINANCES LIBRARY RESERVE ACCOUNT CASH RECEIPTS AND EXPENDITURES FOR 2009 - 2010 Info Only Revised 2009/10 2009/10 SOURCE OF FUNDS BUDGET BUDGET PRIOR YEAR BALANCE 3,309,400 3,554,078 INTEREST INCOME 117,000 117,000 TOTALS 3,426,400 3,671,078 USE OF FUNDS TRANSFER TO CAPITAL PROJECT FUND 3,000,000 3,180,235 CURRENT YEAR BALANCE 426,400 490,843 TOTALS 3,426,400 3,671,078

2009 - 2010 BUDGET ORDINANCES LIBRARY GRANTS CASH RECEIPTS AND EXPENDITURES FOR 2009 - 2010 Info Only Revised 2009/10 2009/10 RECEIPT ESTIMATES BUDGET BUDGET PRIOR YEAR BALANCE 133 16,336 STATE GRANT 247,801 247,801 TOTALS 247,934 264,137 EXPENDITURE ESTIMATES STATE GRANTS: PROGRAM EXPENSES & SUPPLIES 41,935 41,935 BOOKS 107,216 107,216 AUDIO VISUAL SUPPLIES 55,000 55,000 TRAINING/CONF/FOOD/TRAVEL 5,000 5,000 CONTRACTUAL SERVICES 18,650 18,650 COMPUTUER HARDWARE 20,000 20,000 SUBTOTAL STATE GRANTS 247,801 247,801 FEDERAL GRANTS: CURRENT YEAR BALANCE 133 16,336 TOTALS 247,934 264,137

2009 - 2010 BUDGET ORDINANCES COMMUNITY DEVELOPMENT BLOCK GRANT FUND CASH RECEIPTS AND EXPENDITURES FOR 2009 - 2010 Info Only Revised 2009/10 2009/10 RECEIPT ESTIMATES BUDGET BUDGET PRIOR YEAR BALANCE - 104,742 GENERAL FUND APPROPRIATION 11,000 11,000 FEDERAL GRANT 269,548 269,548 TOTALS 280,548 385,290 EXPENDITURE SUMMARY COMMUNITY DEVELOPMENT DIVISION 56,109 56,109 CLOSING COST/DOWN PAYMENT PROGRAM 30,000 37,157 DOVER INTERFAITH MINISTRY 60,000 COMMUNITY REHAB ASSISTANCE 60,000 97,535 FAIR HOUSING COUNSELING 50 FIRST STATE RESOURCE CONSERVATION 35,000 35,000 GEM PROPERTIES 217 - 219 W REED ST 6,956 6,956 MURPHY SCHOOL 50,483 50,483 DOWNTOWN DOVER PARTNERSHIP 42,000 42,000 CURRENT YEAR BALANCE - - TOTALS 280,548 385,290 ADOPTED: FEBRUARY 22, 2010 Actions History February 22, 2010 – Final Reading - Council January 25, 2010 – 1st Reading – Council January 11, 2010 – Legislative, Finance, and Administration Committee