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CITY OF DOVER, DELAWARE COUNCIL COMMITTEE OF THE WHOLE MEETING Tuesday, November 14, 2023 at 6:00 PM City Hall Council Chambers, 15 Loockerman Plaza, Dover, Delaware AGENDA Public comments are welcomed on any item and will be permitted at the appropriate time. When possible, please notify the City Clerk (302-736-7008 or email at cityclerk@dover.de.us) should you wish to be recognized. VIRTUAL MEETING NOTICE This meeting will be held in City Hall Council Chambers with electronic access via WebEx. Public participation information is as follows: Dial: 1-650-479-3208 Link: https://rb.gy/zwua3 Event number: 2546 646 8774 Event password: DOVER (if needed) If you are new to WebEx, get the app now at https://www.webex.com/ to be ready when the meeting starts. CALL COUNCIL COMMITTEE OF THE WHOLE MEETING TO ORDER SAFETY ADVISORY AND TRANSPORTATION COMMITTEE ADOPTION OF THE AGENDA 1. Authorization to Apply for a State of Delaware Office of Highway Safety Grant for Pole Mounted Solar Powered Speeding Signs for the Clearview Meadows Subdivision (Councilman Lewis, and Jason Lyon, Water/Wastewater Director) (Staff Recommendation: Authorize staff to apply for a grant for a State of Delaware Office of Highway Safety Grant for Pole Mounted Solar Powered Speeding Signs for the Clearview Meadows Subdivision, contingent on staff following the internal grant application procedure.) ADJOURNMENT OF THE SAFETY ADVISORY AND TRANSPORTATION COMMITTEE MEETING LEGISLATIVE, FINANCE, AND ADMINISTRATION COMMITTEE 1

COUNCIL COMMITTEE OF THE WHOLE MEETING - November 14, 2023 PAGE 2 ADOPTION OF THE AGENDA 1. Annual Review of Investment Policy (Lori Peddicord, Controller/Treasurer) (Staff Recommendation: Approval of the submitted changes) 2. Discussion of City Seal Uses and Restrictions (Councilman Lewis, Jean Carver, Paralegal Schmittinger & Rodriguez) (Committee Action Not Required) 3. Discussion and Review of Financial Disclosure Policy (Nick Rodriguez, City Solicitor) (Committee Action Not Required) ADJOURNMENT OF THE LEGISLATIVE, FINANCE, AND ADMINISTRATION COMMITTEE MEETING ADJOURNMENT OF THE COUNCIL COMMITTEE OF THE WHOLE THE AGENDA ITEMS AS LISTED MAY NOT BE CONSIDERED IN SEQUENCE. PURSUANT TO 29 DEL. C. §10004(e)(2), THIS AGENDA IS SUBJECT TO CHANGE TO INCLUDE THE ADDITION OR THE DELETION OF ITEMS, INCLUDING EXECUTIVE SESSIONS, WHICH ARISE AT THE TIME OF THE MEETING 2

Item 1. CITY OF DOVER, DELAWARE ACTION FORM PROCEEDING: Council Committee of the Whole (Leg & Fin) DEPARTMENT OF ORIGIN: Finance office SUBMITTED ON: November 14, 2023 PREPARED BY: Lori Peddicord, Controller/Treasurer REVIEWED BY: SUBJECT: City of Dover’s Investment Policy TIMETABLE: Review and Approval. RELATED PROJECT: EXHIBITS Exhibit – Investment Policy STAFF RECOMMENDATION: Approve the proposed amendments to the City of Dover, DE Investment Policy Statement BACKGROUND AND ANALYSIS: This Policy describes the parameters for investing government funds and identifies the investment objectives, preferences or tolerance for risk, constraints on the portfolio and how the investment program will be managed and monitored. The most noteworthy change within is to strengthen some of the ratings language such that in certain sections the ratings criteria must apply to at least two (2) of the rating agencies. As an example, if Fitch downgraded a corporate holding below the minimum threshold, so long as Moody’s and S&P held ratings at or above the minimum threshold the policy suggests no immediate action or concern is warranted. We have also included a change to the sector limit for Certificates of Deposit and Time Deposits (section 8.3) adjusting the limit from 25% up to 50%. This change allows the portfolio the ability to carry more than the previous 25% but not more than 50% of investments in Certificate of Deposit and Time Deposits. We work closely with the City’s investment advisors in providing suggested updates to the Investment Policy and in some instances, we tend to align the City’s policy with the State’s policy. A few small housekeeping revisions are also included in the review. 3

Item 1. City of Dover, DE Investment Policy Statement Dated October 25 November xx, 20212023 4

Item 1. 1.0 Governing Authority It is the policy of the City of Dover to invest public funds under its control in a manner that will provide the highest investment return consistent with the maximum safety of principal, while meeting cash flow needs of the City. The investment program shall conform to all state and local statutes governing the investment of public funds. 2.0 Scope This Investment Policy Statement (the “Policy”) applies to all financial assets of the City of Dover for which the City retains direct or indirect daily control. Funds for which the City has retained outside fund manager(s) shall also be governed by this Policy or, in the case of bond proceeds, related governing bond documents. 2.1 Accounts 2.1.1 Cash and Liquidity Accounts: The majority of the City’s cash balance available for investment is maintained in the cash and liquidity accounts. These accounts will be managed and invested by investment managers, selected by the City Council through competitive bid, in order to maximize the return to the City while, at the same time, providing for safety of principal and sufficient liquidity for the City to meet its cash needs. The City will manage its short-term investments to ensure sufficient liquidity and prevent their premature sale for the purpose of covering expenditures. Short-term investments should mature at face value in sufficient amounts to meet any liquidity needs. 2.1.2 Reserve Cash (Intermediate) Account: To the extent cash is not expected to be needed on short notice, the City shall invest such funds in the Reserve Cash Account. This fund shall be managed and invested by an investment manager or managers, selected by the City Council after a competitive bid, in order to maximize the return on said money to the City while providing for the safety of principal. All of the City of Dover’s funds are accounted for in its Comprehensive Annual Comprehensive Financial Report. Those funds to which this Policy applies include (excluding the Deferred Compensation Plan, and Pension and OPEB Trusts): 2.2 Funds 2.2.1 General Fund 2.2.2 Capital Project Funds 2.2.3 Special Revenue Funds 2.2.4 Enterprise Funds 2.2.5 Internal Service Funds 2.2.6 Any new fund created by the City Council, unless specifically exempted 3.0 Objectives The primary objectives of the City of Dover’s investment activities, in order of importance shall be: Investment Policy Page 2 of 17 5

Item 1. 3.1 Safety Preservation of principal is the foremost objective of the investment program. To attain this objective, funds shall be diversified among securities of high credit quality and liquidity, so that risk of loss of principal is minimized. 3.2 Liquidity The City’s investments shall be made for such periods as to enable the City to meet all operating requirements that may be scheduled or reasonably anticipated. 3.3 Return on Investments A goal of the investment program shall be to maximize investment return within the constraints of Sections 3.1 and 3.2. 4.0 Delegation of Authority Authority to manage the City of Dover’s investment program is derived from this Policy, which is approved by City Council, and “Dover Code, PART I, Subpart A, Article II, Section 17" (attachment B) which states in part that “The Controller/Treasurer shall be the custodian of all of the City funds.” The City’s Controller/Treasurer shall: 1) Review this Policy annually and recommend changes, if any, to City Council; 2) Be charged with implementing the Policy, and may delegate authority to make investments to an investment advisor. The Controller/Treasurer shall be responsible for all investment transactions and shall establish controls to regulate the activities of the investment advisor, if any. 3) Ensure that records of the City’s investment activities are kept for ten years three years; successful audit. 5.0 Prudence, Ethics and Conflicts of Interest Any official of the City or investment advisor/manager empowered to make investments on behalf of the City of Dover shall comply with the following: 5.1 “Prudent Person” Rule Investment decisions shall be made with the judgment and care which persons of reasonable intelligence, under circumstances prevailing at the time the investment is made, would exercise in the management of their own investments assuming that their objectives are those shown in Section 3.0 of this policy. 5.2 Ethics and Conflict of Interest The delegate authorized to make City investments shall act at all times in an ethical manner, and shall not engage in activity that could impair or be perceived to impair their ability to make impartial investment decisions. They shall disclose to the Mayor and City Council any material interests in financial institutions with which the City has financial dealings, and which may be related to the performance of the investment program. Employees and officers shall refrain from undertaking personal investment transactions with the same individual(s) with whom business is conducted on behalf of the City. Investment Policy Page 3 of 17 6

Item 1. 6.0 Authorized Institutions and Dealers All broker/dealers that desire to become qualified for investment transactions with the City shall meet the following: 1. Primary dealers and regional dealers that qualify under Securities and Exchange Commission Rule 15C3-1 (uniform net capital rule) 2. Capital of at least $25,000,000 or capital of $5,000,000 for firms incorporated in the State of Delaware 3. Registered as a dealer under the Securities Exchange Act of 1934 4. Member of the Financial Industry Regulatory Authority (FINRA) 5. Registered to sell securities in the State of Delaware 6. Engaged in the business of effecting transactions in U.S. government, federal agency, and corporate securities for at least five (5) consecutive years To the extent the City utilizes the services of an outside Investment Advisor, it shall be the responsibility of the Investment Advisor to maintain an approved list of brokers. 7.0 Safekeeping and Custody To ensure that securities are deposited in an eligible financial institution prior to the release of funds, all trades of marketable securities will be executed by delivery vs. payment (“DVP”). Further, all securities will be held by an independent third-party custodian, in the name of the City, and evidenced by safekeeping receipts in the City’s name. The custodian shall provide daily confirmation of held securities as well as a monthly transactions and holdings report. 8.0 Authorized Investments and Trading of Securities The Controller/Treasurer or authorized delegate may invest only in the types of securities listed below. The maximum stated maturity of any security shall be limited to 10 years at settlement, unless otherwise stated. The maximum average maturity of the portfolio shall be seven years. For asset backed and Agency mortgage backed securities, the maximum maturity shall be defined as the weighted average life (“WAL”). WAL is a convention that estimates the expected weighted amount of time, in years, for the principal amount of an issue to be fully paid. For Agency mortgage backed securities, WAL shall be limited to 10 years, measured at the settlement date, provided by Bloomberg Financial Markets. For asset backed securities, the average life must not exceed two years, except for such securities that are subject to periodic reset of coupon or interest rate - - these may have an average life not to exceed three years. 8.1 United States Government Securities Marketable securities issued by the U.S. Government and supported by the full faith and credit of the U. S. Treasury either by statue or an opinion of the attorney general of the United States. The maximum maturity shall be limited to 10 years. Up to 100% of the portfolio may be invested in this sector. 8.2 Government Agency Securities Debt securities issued by government-sponsored enterprises (“GSE”), federal agencies, federal financing banks, and instrumentalities of the U.S. Government. Investment Policy Page 4 of 17 7

Item 1. The maximum maturity shall be limited to 10 years. Up to 50% of the portfolio may be invested in this sector, with a maximum of 20% in any one issuer. 8.3 Certificates of Deposit and Time Deposits 8.3.1 Domestic Institutions: Issued or endorsed by a domestic bank, or a savings and loan association, organized and supervised under the laws of the United States and denominated in U.S. dollars; provided, however, that deposits are fully insured or guaranteed by the Federal Deposit Insurance Corporation (“FDIC”). If not insured by the FDIC:  The banking institution must have assets of not less than $5 billion; and  Issuers must have a short-term rating in the highest category by Standard & Poor’s, Moody’s, or Fitch and a long-term rating of at least the “A” category by Standard & Poor’s, Moody’s, or Fitch by at least two NRSRO’s. The maximum maturity of any investment in this sector shall be limited to 10 years at trade settlement. This sector shall not exceed 2550% of the total portfolio. No single issuer shall exceed 5% of the City’s portfolio. 8.3.2 Delaware-Domiciled Institutions: Issued by or endorsed by any bank or savings association domiciled in the State of Delaware and organized and supervised under federal or State of Delaware banking laws which does not meet the requirements of Section 8.3.1 hereto; provided, however, that:  For each of the latest two years, the bank or association has had a return on total average assets of 0.50% or greater and an average capital ratio (defined as total equity capital to total assets) of at least 1 to 20, or the instrument is secured as set forth in Section 9, “Collateralization of City Deposits,” hereto; and  Not more than the lesser of $10 million or 25% of an issuer’s total equity capital, may be invested in any one issuer. (Investments due to mature in one business day may be excluded from the computation of this percentage.)  The Board expressly affirms that, consistent with these guidelines, Delaware banks and savings associations should be considered as a source of investment.  The maximum stated maturity of any investment in this sector shall be limited to 10 years at time of purchase. This sector shall not exceed 20% of the total portfolio. No single issuer shall exceed 5% of the City’s portfolio. 8.4 Corporate Debt Instruments Such instruments include commercial paper bankers’ acceptances, and non- convertible senior debt securities (bonds and debentures). 8.4.1 Corporate securities must be denominated/issued in US dollars. Many foreign corporations issue debt/securities in the US market, in US dollars. Investment Policy Page 5 of 17 8

Item 1. 8.4.2 No single issuer shall exceed 5% of the City’s portfolio. 8.4.3 Commercial Paper shall be limited to a final maturity of 270 days. This sector shall not exceed 25% of the total portfolio. Issuers shall be rated in the highest short-term category by Standard & Poor’s, Moody’s, or Fitch by at least two NRSROs. 8.4.4. Bankers’ Acceptances shall be limited to a final maturity of 365 days. This sector shall not exceed 25% of the City’s Portfolio. Issuers shall be rated in the highest short-term rating by Standard & Poor’s, Moody’s, or Fitch by at least two NRSROs. 8.4.5 Corporate bonds and debentures shall be limited to a final maturity of 10 years. This sector shall not exceed 50% of the total portfolio. Issuers shall hold a long-term rating of at least the “A” category by Standard & Poor’s, Moody’s, or Fitch by at least two NRSROs. 8.5 Repurchase Agreements The underlying collateral shall consist of U.S. government and/or GSE securities provided, however, that: 8.5.1 All repurchase agreements must be governed by a written master repurchase agreement; 8.5.2 Agreements will be entered into only with respect to underlying securities in which the investment manager may otherwise invest as described above, and only with a recognized U.S. Government/broker or a bank which meets the requirements set out under paragraph Section 8.3.1 or 8.3.2 above; 8.5.3 In the case of repurchase collateral held in book-entry form in the Federal Reserve System, all deliveries of securities must be made, for the transfer thereof, through the Federal Reserve book-entry system to the account designated by the investment manager for such purpose. Securities held in certificated form must be delivered to the investment manager or a custodian as directed by the investment manager. 8.5.4 Any collateral employed under this paragraph shall be counted towards the applicable maximum limits set forth within these guidelines for such type of investment, and such collateral shall be valued at market at not less than 103 percent of the maturity value of the agreement and marked-to-the-market as requested by the investment manager. 8.5.5 Repurchase agreements shall be limited to a maximum maturity of 90 days from date of purchase. This sector shall not exceed 50% of the total portfolio. No single issuer shall exceed 25% of the City’s portfolio. 8.6 Registered Investment Companies (Money Market Funds) No single fund shall exceed 25% of the City’s portfolio. Money market funds shall be rated AAA by Standard & Poor’s. A current prospectus must be obtained before investing in any money market fund, and current holdings reports must be maintained at least each month. 8.7 Mortgage-Backed Securities Mortgage-backed securities issued by the following: Government National Investment Policy Page 6 of 17 9

Item 1. Mortgage Association (GNMA), Federal National Mortgage Association (FNMA) or Federal Home Loan Mortgage Association (FHLMC). This sector, combined with the asset backed security sector, shall not exceed 10% of the total portfolio. 8.8 Asset Backed Securities These investments include auto loan receivables, credit card receivables, home equity loans, and manufactured housing loans. These can be fixed or floating rate and must be rated in the highest long-term category by Standard & Poor’s, Moody’s, or Fitch by at least two NRSROSs. Average life of the security should not exceed two years from the date of settlement. This sector, combined with the mortgage-backed security sector, shall not exceed 10% of the City’s portfolio. No single issuer shall exceed 5% of the City’s portfolio. 8.9 Municipal Obligations Taxable and tax-exempt securities issued by state and local governments and public authorities in the United States. The maximum stated maturity of any investment in this sector shall be limited to 10 years at time of purchase. This sector shall not exceed 20% of the City’s portfolio. No single issuer shall exceed 5% of the City’s portfolio. Issuers shall be rated in at least the “A” category by Standard & Poor’s, Moody’s, or Fitch by at least two NRSROs. Additionally, Issuers in the short term market (under one year) shall be rated at a minimum of “mig-1”, “f1” or “sp-1” for Moody’s, Fitch and Standard &Poor’s by at least two NRSROs. 8.10 State of Delaware Investments Pool 8.10.1 Delaware Local Government Investment Pool (DELGIP) -The investment in this pool is permitted in relation to the City's cash flow and the guidelines set forth by the State of Delaware. The investment in this pool will not exceed 25% of the total funds available and will be monitored by the City's Finance Department on a monthly basis. 8.10.2 Delaware Local Government Retirement Investment Pool (DELRIP) The investment in this pool is permitted in relation to the City's Post-Retirement Benefits Fund. The investment in this pool will not exceed 25% of the total funds available and will be monitored by the City's Finance Department on a monthly basis. 8.11 Trading Securities The Controller/Treasurer is hereby authorized to sell securities prior to their stated maturity date in the following circumstances: 1. A security with declining credit may be sold prior to its maturity to minimize loss of principal; 2. A security swap may be executed if it would improve the quality, yield, or target duration of the portfolio; 3. Securities may be sold to provide needed liquidity. 8.12 Internal Control on such transactions 8.12.1 An investment report will be provided to the City on a quarterly basis. 8.12.2 All investment reporting documents will be provided to the independent auditors. 8.12.3 Investment records will be kept by the City for ten (10) three (3) years; Investment Policy Page 7 of 17 10

Item 1. successful audit. 8.12.4 The trading shall not involve any hedge, derivatives and/or borrowing funds for trading purposes. Investment Policy Page 8 of 17 11

Item 1. A summary of permitted investments is below: Investment Sector Issuer Maturity Credit Quality Type Limit Limit Limit Minimum United States Government 100% 100% 10 Years N/A Securities Government Agency 50% 20% 10 Years N/A Securities Mortgage-Backed Securities N/A 10 Year WAL N/A Combined 10% limit Highest long-term rating by Fitch, Asset Backed Securities 5% 2 Year WAL Moody's or S&P by at least two NRSROs Long-term rating of at least “A” by S&P, Moody’s, or Fitch For issuers in short Municipal Obligations 20% 5% 10 Years term market, rating of at least “mig-1”, “f1 f1” or “sp-1” for Moody’s, Fitch & and S&P FDIC-Insured Deposits 25% 5% 10 Years N/A Highest short-term rating by Fitch, Moody's or S&P. Certificates of Deposit and Long-term rating of at Time Deposits (not insured 25 50% 5% 10 Years least “A” by S&P, by FDIC) Moody’s, or Fitch, rated by at least two NRSROs Delaware-Domiciled 20% 5% 10 Years N/A Institutions Highest short-term rating by Fitch, Commercial Paper 25% 5% 270 Days Moody's or S&P by at least two NRSROs Highest short-term rating by Fitch, Bankers’ Acceptances 25% 5% 365 Days Moody's or S&P by at least two NRSROs Long-term rating of at Corporate Bonds and least “A” by S&P, 50% 5% 10 Years Debentures Moody’s, or Fitch by at least two NRSROs Repurchase Agreements 50% 25% 90 days N/A Registered Investment Companies (Money Market 100% 25% N/A AAAm by S&P Funds) Delaware Local Government 25% N/A N/A N/A Investment Pool Investment Policy Page 9 of 17 12

Item 1. Delaware Local Government 25% N/A N/A N/A Retirement Investment Pool 9.0 Collateralization of City Deposits If the City deposits funds in any financial institution, those funds will be subject to the following collateralization requirements. The financial institution shall: 9.1 Collateralize the City’s daily ledger balance(s) if, for any quarter during the most recent eight quarters the bank has not met both of the following two criteria:  Return on total average assets of 0.50 percent or greater.  Average capital ratio (total equity to total assets) of 5.00 percent or greater. 9.2 If either criterion in paragraph 9.1 is not satisfied collateral must be pledged and shall consist of one or more of the following securities:  U.S. Government securities  U.S. Government agency securities  Federal Home Loan Board letters of credit  State of Delaware securities  Mortgage backed securities as referenced in Section 8.7  Securities of a political subdivision of the State of Delaware with a Moody’s rating of “A” or better 9.3 Ensure that the securities pledged as collateral (except for Federal Home Loan Board letters of credit) have a market value equal to or greater than 102 percent of the ledger balance(s) in the account(s) marked to market each day. 9.4 Ensure that securities pledged as collateral are housed at the Federal Reserve Bank or a mutually agreed upon third party depository. (The trust department of the winning vendor will not be acceptable.) 9.5 Provide reports on a monthly basis to the City Finance Department detailing the collateral pledged. 9.6 Provide a Call Report (Consolidated Report of Condition and Income, FFIEC 031) on a quarterly basis to the City Finance Department. 10.0 Policy Considerations If securities owned by the City are downgraded by either Standard & Poor’s, Fitch or Moody’s to a level below the quality required by this Policy, it shall be the City’s policy to review the credit situation and make a determination as to whether to sell or retain such securities in the portfolio. If a security is downgraded two grades below the level required by the Policy, the security shall be sold immediately. If a security is downgraded one grade below the level required by this Policy and matures Investment Policy Page 10 of 17 13

Item 1. within 6 months, the security may be held to maturity. The Controller/Treasurer may determine to sell the security if it is determined that there is a probability of default prior to maturity. If a decision is made to retain a downgraded security in the portfolio, its presence in the portfolio will be monitored and reported monthly to the Controller/Treasurer. 11.0 Internal Controls The Controller/Treasurer is responsible for establishing and maintaining an internal control structure designed to ensure that the assets of the City are protected from loss, theft, or misuse. The Controller/Treasurer shall also establish a process for an annual independent review by an external auditor to assure compliance with policies and procedures. The internal controls shall address the following:  Control of collusion  Separation of transaction authority from accounting and recordkeeping  Custodial safekeeping  Prohibition of physical delivery securities  Clear, written delegation of authority to subordinate staff members  Written confirmation of transactions for investments and wire transfers 12.0 Performance Standards The City of Dover’s investment decisions shall be made with the objective of obtaining a rate of return commensurate with the investment risk constraints and the cash flow needs. On a quarterly basis, the Controller/Treasurer shall compare the City’s portfolio against the Merrill Lynch 0-5 Year U.S. Treasury Index, in terms of time-weighted total return and average duration for the period under review. 13.0 Reporting At the end of each fiscal year, the Controller/Treasurer will include in the Annual Comprehensive Financial report the following:  Listing of individual securities held as of last day of reporting period, grouped by sector  Par, market, and amortized cost values of each security  Coupon, current yield, and final stated maturity date of each security 14.0 Investment Policy Adoption The City of Dover’s investment policy will be adopted by the City Council after review and recommendation of the Legislative and Finance Committee. The policy will be reviewed at least once every year by the Legislative and Finance Committee, which is charged with considering the existing policy and any recommendations to modify the policy. Any modifications to the policy must be approved by the City Council. LEGEND 1. Original approval by City Council - November 14, 1988 2. Revised policy approved by City Council - March 7, 2005 3. City Council Approved with No Changes – April 14, 2008 4. Revised policy approved by City Council – July 25, 2011 Investment Policy Page 11 of 17 14

Item 1. 5. Revised policy approved by City Council – August 12, 2013. 6. Revised policy approved by City Council – September 8, 2014 7. Revised policy approved by City Council – October 10, 2016 8. Revised policy approved by City Council – October 23, 2017 9. City Council Approved with No Changes – December 10, 2018 10. Revised policy approved by City Council – December 9, 2019 LEGEND (Cont.) 11. City Council Approved with No Changes – October 12, 2020 12. City Council Approved with No Changes – October 25, 2021 Investment Policy Page 12 of 17 15

Item 1. ATTACHMENT A GLOSSARY AGENCIES: Federal agency securities, otherwise known as “Government Sponsored Enterprises.” CERTIFICATE OF DEPOSIT (CD): A time deposit with a specific maturity evidenced by a certificate. Large denomination CD's are typically negotiable. BANKERS ACCEPTANCE: A short-term credit investment which is created by a non- financial firm and whose payment is guaranteed by a bank. COLLATERAL: Securities, evidence of deposit or other property which a borrower pledges to secure repayment of a loan. Also refers to securities pledged by a bank to secure deposits of public monies. COMMERCIAL PAPER: An unsecured obligation issued by a corporation or bank to finance its short-term credit needs. Maturities typically range from one (1) to 270 days. COMPREHENSIVE ANNUAL COMPREHENSIVE FINANCIAL REPORT (CAFR ACFR): The official annual report for the City of Dover. It includes five combined statements for each individual fund and account group prepared in conformity with GAAP. It also includes supporting schedules necessary to demonstrate compliance with finance-related legal and contractual provisions, extensive introductory material, and a detailed Statistical Section. CORPORATE BONDS: A debt security issued by a corporation based in the United States of America. Such bonds usually have a par value of $1,000, have a term maturity, and are traded on a major exchange. DEALER: A dealer, as opposed to a broker, acts as a principal in all transactions, buying and selling for his own account. DIVERSIFICATION: Dividing investment funds among a variety of securities offering independent returns, in an attempt to limit risk. FEDERAL CREDIT AGENCIES: Agencies of the Federal government set up to supply credit to various classes of institutions and individuals, e.g., S&L's, small business firms, students, farmers, farm cooperatives, and exporters. FEDERAL DEPOSIT INSURANCE CORPORATION (FDIC): A federal agency that insures bank deposits, currently up to $250,000 per deposit. FEDERAL FUNDS RATE: The rate of interest at which Fed funds are traded. This rate is currently pegged by the Federal Reserve through open-market operations. Investment Policy Page 13 of 17 16

Item 1. FEDERAL HOME LOAN BANKS (FHLB): The institutions that regulate and lend to savings and loan associations. The Federal Home Loan Banks play a role analogous to that played by the Federal Reserve Banks vis-a-vis member commercial banks. FEDERAL NATIONAL MORTGAGE ASSOCIATION (FNMA): FNMA, like GNMA was chartered under the Federal National Mortgage Association Act in 1938. FNMA is a federal corporation working under the auspices of the Department of Housing and Urban Development (HUD). It is the largest single provider of residential mortgage funds in the United States. Fannie Mae, as the corporation is called, is a private stockholder-owned corporation. The corporation's purchases include a variety of adjustable mortgages and second loans, in addition to fixed-rate mortgages. FNMA's securities are also highly liquid and are widely accepted. FEDERAL RESERVE SYSTEM: The central bank of the United States created by Congress and consisting of a seven member Board of Governors in Washington, D.C., 12 regional banks and about 5,700 commercial banks that are members of the system. GOVERNMENT NATIONAL MORTGAGE ASSOCIATION (GNMA or Ginnie Mae): Securities influencing the volume of bank credit guaranteed by GNMA and issued by mortgage bankers, commercial banks, savings and loan associations, and other institutions. Security holder is protected by full faith and credit of the U.S. Government. Ginnie Mae securities are backed by the FHA, VA or FMHM mortgages. The term "passthroughs" is often used to describe Ginnie Mae's. LIQUIDITY: A liquid asset is one that can be converted easily and rapidly into cash without a substantial loss of value. In the money market, a security is said to be liquid if the spread between bid and asked prices is narrow and reasonable size can be done at those quotes. LOCAL GOVERNMENT INVESTMENT POOL (LGIP): The aggregate of all funds from political subdivisions that are placed in the custody of the State Treasurer for investment and reinvestment. MARKET VALUE: The price at which a security is trading and could presumable be purchased or sold. MATURITY: The date upon which the principal or stated value of an investment becomes due and payable. MORTGAGE-BACKED SECURITIES (MBS): An investment instrument that represents ownership of, and is backed by, an individual interest in a pool of mortgages such as those issued by Ginnie Mae or Freddie Mac. Principal and interest from the individual mortgages is used to pay principal and interest on the MBS. MUNICIPAL NOTES AND BONDS: Securities issued by a state, city, or local government to finance operations or special projects. NATIONALLY RECOGNIZED STATISTICAL RATINGS ORGANIZATION (NRSRO): Formatted: Font: Bold A credit rating agency that provides an assessment of the creditworthiness of a firm or financial Formatted: Font: Bold instrument(s) that is registered and approved by the Securities and Exchange Commission (SEC) Investment Policy Page 14 of 17 17

Item 1. PRUDENT PERSON RULE: An investment standard. In some states the law requires that a fiduciary, such as a trustee, may invest money only in a list of securities selected by the custody state--the so-called legal list. In other states the trustee may invest in a security if it is one which would be bought by a prudent person of discretion and intelligence who is seeking a reasonable income and preservation of capital. QUALIFIED PUBLIC DEPOSITORIES: A financial institution which does not claim exemption from the payment of any sales or compensating use or ad valorem taxes under the laws of this state, which has segregated for the benefit of the commission eligible collateral having a value of not less than its maximum liability and which has been approved by the Public Deposit Protection Commission to hold public deposits. RATE OF RETURN: A measure of worth, either at security or aggregate portfolio level, over a period of time. There are many return conventions, including but not limited to yield to maturity at cost, yield to maturity at market, yield to worst, time weighted total return, dollar weighted total return. REPURCHASE AGREEMENT (RP OR REPO): A holder of securities sells these securities to an investor with an agreement to repurchase them at a fixed price on a fixed date. The security "buyer" in effect lends the "seller" money for the period of the agreement, and the terms of the agreement are structured to compensate him for this. Dealers use RP extensively to finance their positions. Exception: When the Fed is said to be doing RP, it is lending money, that is, increasing bank reserves. REVERSE REPURCHASE AGREEMENT: The purchase of a security by a dealer with the agreement to sell it back to the seller at a fixed price at a later date. Typically used by owners of securities to finance short-term needs without having to liquidate the security. SAFEKEEPING: A service to customers rendered by banks for a fee whereby securities and valuables of all types and descriptions are held in the bank's vaults for protection. TIME DEPOSITS: A savings account or CD held for a fixed term or with the understanding that the customer can withdraw only by giving advanced notice. TREASURY BILLS: A short-term (less than one year) non-interest bearing discount security issued by the U.S. Treasury department to finance the national debt. Most bills are issued to mature in three months, six months, or one year. TREASURY BOND: Long-term U.S. Treasury securities having initial maturities of more than 10 years. TREASURY NOTES: A non-interest bearing discount security issued by the U.S. Treasury to finance the national debt. Most bills are issued to mature in three months, six months or one year. UNIFORM NET CAPITAL RULE: Securities and Exchange Commission requirement that member firms as well as nonmember broker-dealers in securities maintain a maximum ratio of indebtedness to liquid capital of 15 to 1: also called net capital rule and net capital ratio. Investment Policy Page 15 of 17 18

Item 1. Indebtedness covers all money owed to a firm, including margin loans and commitments to purchase securities, one reason new public issues are spread among members of underwriting syndicates. Liquid capital includes cash and assets easily converted into cash. VARIABLE RATE MASTER DEMAND NOTES: A floating rate security with initial maturities and indexed rates chosen by the investor. The interest rate is adjusted periodically, usually off a standard such as that prevailing on a Treasury Bill or the prime interest rate. YIELD: The rate of annual income return on an investment, expressed as a percentage. INCOME YIELD is obtained by dividing the current dollar income by the current market price for the security. NET YIELD or YIELD TO MATURITY is the current income yield minus any premium above par or plus any discount from par in purchase price, with the adjustment spread over the period from the date of purchase to the date of maturity of the bond. Investment Policy Page 16 of 17 19

Item 1. ATTACHMENT B Dover, Delaware, Code of Ordinances >> PART I - CHARTER AND RELATED LAWS PART I - CHARTER AND RELATED LAWS [1] Subpart A - CHARTER PREAMBLE [3] We the people of the City of Dover, under the constitution and laws of the state of Delaware, in order to secure the benefits of local self-government and to provide for an honest and accountable council-manager government, do hereby adopt this charter and confer upon the city the following powers, subject to the following restrictions, and prescribed by the following procedures and governmental structure. By this action, we secure the benefits of home rule and affirm the values of representative democracy, professional management, strong political leadership, citizen participation, and regional cooperation. ARTICLE I. - POWERS OF THE CITY ARTICLE II. - MAYOR AND COUNCIL Sec. 17. - Controller/treasurer. At the annual meeting the council shall elect a controller/treasurer to hold office until the next annual meeting of the council, or until his/her successor has been duly chosen and qualified, but subject to removal at any time by the council. The controller/treasurer shall be the custodian of all the city funds and shall deposit them in a banking institution designated by the council. (Amd. of 7-12-2005 (S.B. 126); Amd. of 7-8-2009 (S.B. 165, § 15)) Investment Policy Page 17 of 17 20

Item 2. Delaware Division of Corporations 401 Federal Street - Suite 4 Dover, DE 19901 Phone: 302-739-3073 Fax: 302-739-3812 TRADEMARK AND/OR SERVICE MARK Dear Sir or Madam: As requested, enclosed is a blank form of Application for Registration of Trademark and/or Service Mark. The fee for filing the application is $25.00, and the fee for the Certificate of Registration, which will be issued by the Secretary of State, is $10.00. Please make check, in the amount of $35.00, payable to the "Delaware Secretary of State." Registration of a mark under the provisions of the Delaware Code shall remain effective for a term of ten years from the date of registration, unless otherwise canceled. Upon application filed within six months prior to the expiration of such term, the registration may be renewed for another ten-year period. The proper Application for Renewal of Registration of Trademark or Service Mark will be furnished by the Division of Corporations. It is necessary that a specimen or facsimile-of the mark, in DUPLICATE, accompany the Application for Re.gistration, one of which will be attached to the Application for filing in this Department, and the other will be attached to the Certificate of Registration issued by the Secretary of State and returned to the applicant. In order to properly and efficiently process your documents, please prepare them using black ink. If you have any questions or concerns regarding the registration of the mark, feel free to contact our office. Please return all items to the attention of TRADEMARK FILINGS. Sincerely, Department of State Division of Corporations 21

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Item 2. State of Delawa"e Application for Registration of Trademark or Service Mark I. Name of Applicant: _ 2. Business Address: _ _________________ Zipcode:--------------- 3. State whether applicant is an individual, partnership, limited liability company, corporation, union, association or other organization: _ 4. Ifa business entity, list the State of Formation: _ S. TRADEMARK or SERVICE MARK:(Specify filing type*) (a) Please describe mark in detail: (b) Goods or services in connection with which the mark is used: (c) Mode or manner in which the mark is used in connection with such g,oods or services: (d) Class in which such goods or services fall: No. ---------------- Name of class: _ 6. Date of first use of mark by applicant or predecessor: (a) Anywhere: _ (b) In Delaware: ------------------ Signature of Applicant Official Capacity 23

Item 2. ST ATE OF _ SS: COUNTY OF _ ________________________ ' being duly sworn, deposes and says that he is ' of the afore named applicant, that the statements contained in the foregoing statement are true and that he veri Iy believes that said applicant is the owner of the mark sought to be registered and that no other person has the right in the State of Delaware to use such mark either in the identical form thereof or in such resemblance thereto, as might be calculated to deceive or to be mistaken therefor. SIGNATURE OF APPLICANT Subscribed and sworn to before me this day of , 20 Notary Public NOTARY SEAL 24

Item 2. Classifications Trademarks CLASS I (Chemicals) CLASS 2 (Paints) CLASS 3 (Cosmetics and cleaning preparations) CLASS 4 (Lubricants and fuels) CLASS 5 (Pharmaceuticals) CLASS 6 (Metal goods) CLASS 7 (Machinery) CLASS 8 (Hand tools) CLASS 9 (Electrical and scientific apparatus) CLASS 10 (Medical apparatus) CLASS I I (Environmental control apparatus) CLASS 12 (Vehicles) CLASS 13 (Firearms) CLASS 14 (Jewelry) CLASS 15 (Musical Instruments) CLASS 16 (Paper goods and printed matter) CLASS 17 (Rubber goods) CLASS 18 (Leather goods) CLASS 19 (Nonmetallic building materials) CLASS 20 (Furniture and articles not otherwise classified) CLASS 21 (Housewares and glass) CLASS 22 (Cordage and fibers) CLASS 23 (Yarns and threads) CLASS 24 (Fabrics) CLASS 25 (Clothing) CLASS 26 (Fancy goods) CLASS 27 (Floor coverings) CLASS 28 (Toys and sporting goods) CLASS 29 (Meats and processed foods) CLASS 30 (Staple foods) CLASS 31 (Natural agricultural products) CLASS 32 (Light beverages) CLASS 33 (Wine and spirits) CLASS 34 (Smokers' articles) SERVICE MARKS CLASS 35 (Advertising and business) CLASS 36 ([nsurance and financial) CLASS 37 (Building construction and repair) CLASS 38 (Telecommunications) CLASS 39 (Transportation and storage) CLASS 40 (Treatment of materials) CLASS 41 (Education and entertainment) CLASS 42 (Computer, scientific & legal) CLASS 43 (Hotels and Restaurants) CLASS 44 (Medical, beauty & agricultural) CLASS 45 (Personal) 25

Item 2. CLASSIFICATIONS in Detail TRADEMARK Chemicals used in industry, science and photography, as well as in l. agriculture, horticulture and forestry; unprocessed artificial resins; unprocessed plastics; manures; fire extinguishing compositions; tempering and soldering preparations; chemical substances for preserving foodstuffs; tanning substances; adhesives used in industry. Paints, varnishes, lacquers; preservatives against rust and against 2. deterioration of wood; colorants; mordants; raw natural resins; metals in foil and powder form for painters, decorators, printers and artists. Bleaching preparations and other substances for laundry use; cleaning, 3. polishing, scouring and abrasive preparations; soaps; perfumery, essential oils, cosmetics, hair lotions; dentifrices. Industrial oils and greases; lubricants; dust absorbing, wetting and binding 4. compositions; fuels (including motor spirit) and illuminants; candles, wicks. Pharmaceutical, veterinary, and sanitary preparations; dietetic substances 5. adapted for medical use, food for babies; plasters, materials for dressings; material for stopping teeth, dental wax; disinfectants; preparations for destroying vermin; fungicides, herbicides. Common metals and their alloys; metal building materials; transportable 6. buildings of metal; materials of metal for railway tracks; nonelectric cables and wires of common metal; ironmongery, small items of metal hardware; pipes and tubes of metal; safes; goods of common metal not included in other classes; ores. Machines and machine tools; motors and engines (except for land 7. vehicles); machine coupling and transmission components (except for land vehicles); agricultural implements other than hand-operated; incubators for eggs. Hand tools and implements (hand-operated); cutlery; side arms; razors. 8. Scientific, nautical, surveying, electric, photographic, cinematographic, 9. optical, weighing, measuring, signalling, checking (supervision), life-saving and teaching apparatus and instruments; apparatus for recording, transmission or reproduction of sound or images; magnetic data carriers, recording discs; automatic vending machines and mechanisms for coin operated apparatus; cash registers, calculating machines, data processing equipment and computers; fire extinguishing apparatus. Surgical, medical, dental, and veterinary apparatus and instruments, 10. artificial limbs, eyes, and teeth; orthopedic articles; suture materials. Apparatus for lighting, heating, steam generating, cooking, refrigerating, 11. drying, ventilating, water supply, and sanitary purposes. 12. Vehicles; apparatus for locomotion by land, air, or water. 13. Firearms; ammunition and projectiles; explosives; fireworks. Precious metals and their alloys and goods in precious metals or coated 14. therewith, not included in other classes; jewelry, precious stones; horological and chronometric instruments. 15. Musical instruments. 26

Item 2. Paper, cardboard and goods made from these materials, not included in 16. other classes; printed matter; bookbinding material; photographs; stationery; adhesives for stationery or household purposes; artists' materials; paint brushes; typewriters and office requisites (except furniture); instructional and teaching material (except apparatus); plastic materials for packaging (not included in other classes); playing cards; printers' type; printing blocks. Rubber, gutta-percha, gum, asbestos, mica and goods made from these 17. materials and not included in other classes; plastics in extruded form for use in manufacture; packing, stopping and insulating materials; flexible pipes, not of metal. Leather and imitations of leather, and goods made of these materials and 18. not included in other classes; animal skins, hides; trunks and travelling bags; umbrellas, parasols and walking sticks; whips, harness and saddlery. Building materials (non-metallic); nonmetallic rigid pipes for building; 19. asphalt, pitch and bitumen; nonmetallic transportable buildings; monuments, not of metal. Furniture, mirrors, picture frames; goods (not included in other classes) of 20. wood, cork, reed, cane, wicker, horn, bone, ivory, whalebone, shell, amber, mother-of-pearl, meerschaum and substitutes for all these materials, or of plastics. Household or kitchen utensils and containers (not of precious metal or 2l. coated therewith); combs and sponges; brushes (except paint brushes); brush-making materials; articles for cleaning purposes; steel-wool; unworked or semi-worked glass (except glass used in building); glassware, porcelain and earthenware not included in other classes. 22. Ropes, string, nets, tents, awnings, tarpaulins, sails, sacks and bags (not included in other classes); padding and stuffing materials (except of rubber or plastics); raw fibrous textile materials. 23. Yarns and threads, for textile use. beds and table 24. Textiles and textile goods, not included in other classes; covers. 25. Clothing, footwear, headgear. buttons, hooks and eyes, pins and 26. Lace and embroidery, ribbons and braid; needles; artificial flowers. 27. Carpets, rugs, mats and matting, linoleum and other materials for covering existing floors; wall hangings (non-textile). Games and playthings; gymnastic and sporting articles not included in 28. other classes; decorations for Christmas trees. Meat, fish, poultry and game; meat extracts; preserved, dried and cooked 29. fruits and vegetables; jellies, jams, fruit sauces; eggs, milk and milk products; edible oils and fats. 30. Coffee, tea, cocoa, sugar, rice, tapioca, sago, artificial coffee; flour and preparations made from cereals, bread, pastry and confectionery, ices; honey, treacle; yeast, baking powder; salt, mustard; vinegar, sauces (condiments); spices; ice. 27

Item 2. Agricultural, horticultural and forestry products and grains not included in 31. other classes; live animals; fresh fruits and vegetables; seeds, natural plants and flowers; foodstuffs for animals; malt. Beers; mineral and aerated waters and other nonalcoholic drinks; fruit 32. drinks and fruit juices; syrups and other preparations for making beverages. 33. Alcoholic beverages (except beers). 34. Tobacco; smokers' articles; matches. .~ SERVICE ~ MARK business administration; office Advertising; business management; 35. functions. Insurance; financial affairs; monetary affairs; real estate affairs. 36. repair; installation services. 37. Building construction; 38. Telecommunications. 39. Transport; packaging and storage of goods; travel arrangement 40. Treatment of materials. Education; providing of training; entertainment; sporting and cultural 4l. activities. Scientific and technological services and research and design relating 42. thereto; industrial analysis and research services; design and development of computer hardware and software; legal services. 43. Services for providing food and drink; temporary accommodations. Medical services; veterinary services; hygienic and beauty care for human 44. beings or animals; agriculture, horticulture and forestry services. 45. Personal and social services rendered by others to meet the needs of individuals; security services for the protection of property and individuals. 28

Item 2. TITLE 6 Commerce and Trade SUBTITLE II Other Laws Relating to Commerce and Trade CHAPTER 33. TRADEMARKS, BRANDS AND LABELS § 3301. Short title. This chapter may be known and cited as the "Delaware Trademark Act." 60 Del. Laws, c. 612, § I.; § 3302. Definitions. The following words, terms and phrases, when used in this chapter, shall have the meaning ascribed to them except where the context clearly indicates a different meaning: (1) "Applicant" shall mean any person filing an application for registration ofa trademark under this chapter, the applicant's legal representatives, successors or assigns. (2) "Mark" shall include any trademark or service mark entitled to registration under this chapter, whether registered or not. (3) "Person" shall mean any individual, firm, partnership, corporation, association, union or other organization. (4) "Registrant" shall mean the person to whom the registration of a trademark under this chapter is issued, that person's legal representatives, successors or assigns. (5) "Service mark" shall mean a mark used in the sale or advertising of services to identify the services of I person and distinguish them from the services of others. (6) "Trademark" shall mean any word, name, symbol or device or any combination thereof adopted and used by a person to identify goods made or sold by that person, and to distinguish them from goods made or sold by others. (7) "Trade name" shall mean a word, name, symbol, device or any combination thereof used by a person to identify a business, vocation or occupation and distinguish it from the business, vocation or occupation of others. (8) For the purposes of this chapter, a trademark shall be deemed to be "used" in this State: a. On goods, when it is placed in any manner on the goods, their containers or the displays associated therewith, or on labels affixed thereto and such goods are sold or otherwise distributed within this State; and 29

Item 2. b. On services, when the trademark is used or displayed in the sale or advertising of services and the services are rendered in this State. 60 Del. Laws, c. 612, § I; 70 Del. Laws, c. 186, § I.; § 3303. Registrability. A mark by which the goods or services of any applicant for registration may be distinguished fwm the goods or services of others shall not be registered if it: (I) Consists of or comprises immoral, deceptive or scandalous matter; (2) Consists of or comprises matter which may disparage or falsely suggest a connection with persons, living or dead, institutions, beliefs or national symbols, or bring them into contempt or disrepute; (3) Consists of or comprises the flag or coat of arms or other insignia of the United States, or of any state or municipality, or of any foreign nation or any simulation thereof; (4) Consists of or comprises the name, signature or portrait of any living individual, except with that individual's written consent; (5) Consists ofa mark which: a. When applied to the goods or services of the applicant, is merely descriptive or deceptively misdescriptive of them; b. When applied to the goods or services of the applicant, is primarily geographically descriptive or deceptively misdescriptive of them; or c. Is primarily merely a surname (provided, however, that nothing in this section shall prevent the registration ofa mark used in this State by the applicant which is or has become distinctive of the applicant's goods or services); or (6) Consists of or comprises a mark which so resembles a mark registered in this State or a trademark or trade name previously used in this State by another and not abandoned, as to be likely, when applied to the goods or services of the applicant, to cause mistake, or to confuse or deceive. 60 Del. Laws, c. 612, § I; 70 Del. Laws, c. 186. § I.; § 3304. Application for registration. (a) Subject to the limitations set forth in this chapter, any person who adopts and uses a mark in this State may file in the office of the Secretary of State, on a form to be furnished by the Secretary of State, an application for registration of that mark setting forth, but not limited to, the following information: (I) The name and business address of the person applying for such registration, and if a corporation, the state of incorporation; (2) The goods or services in connection with which the mark is used, the mode or manner in which the mark is used in connection with such goods or services and the class in which such goods or services fall; 30

Item 2. (3) 'I he date whl.:n the mark was first used anywhere, and th' atl' '.\:hcn it was first Llsed in this Stare Iw the applicant or the applicant\ predecessor in business; and (4) A statement that the applicant is the owner of the mark and that no other person has the right to use such mark in this State, either in the identical form thereof or in such near resemblance thereto, as might be calculated to deceive or to be mistaken therefor. (b) The application shall be signed and verified by the applicant, by a member of the firm or by an officer of the corporation or association applying therefor. The application shall be accompanied by a specimen or facsimile of such mark in duplicate. The application for registration shall be accompanied by a filing fee of $25 payable to the Secretary of State. 60 Del. Laws, c. 612, § 1; 70 Del. Laws, c. 186, § I.; § 3305. Certificate of registration. (a) Upon compliance by the applicant with the requirements or this chapter, th' Secretary of State shall cause a certificate of registration to be issued and delivered to the applicant. The certificate of registration shall be issued under the signature of the Secrctar of State and th scal of the State, and i shall show the name and business address and, if a corporation, the statt of incorporation, 0 the person claiming ownership of the mark, the date claimed [or the (irst use of the mark anywhere, the date claimed for the lirst use of the mark in this State, the class of goods or services, a description of the goods or services on which the mark is used, a reproduction of the mark, the registration date and the term of the rcgistration period. (b) Any certificate of registration issued by the Secretary of State under this chapter or a copy thereof duly certified by the Secretary shall be admissibk in cvidcnce as compcknt :. II1d suffici0nt proo . of the registration of such mark in any action or judicial proceeding in any court of this Slate. (c) A certificate 0 . registration will be issued by the S_ecretary of State upon receipt of::! $10 fee payable to the Secretary o[ Statc-. 60 Del. Laws, c. 612, § I.; § 3306. Duration and renewal. (a) Registration of a mark under this chapter shall be effective for a term of 10 years from the date of registration and, upon application filed within 6 months prior to the expiration of such term, on a form to be furnished by the Secretary of State, the registration may be renewed for a like term. A renewal fee of $25, payable to the Secretary of State, shall accompany the application for renewal of the registration. A trademark registration may be renewed for successive periods of 10 years in like manner. (b) The Secretary of State shall noti fy registrants of marks hereunder of the necessity of renewal within the year next preceding expiration of th' 10 years from the Jatc of registration by writing to the last known address of a registrant. (c) Any registration in force on the date on which this chapter shall become effective shall expi re 10 years from the date of the registration, the last renewal thereof or I year after the effective date of this chapter, whichever is later, and may be renewed by filing an application with the Secretary of State on a form furnished by the secretary and paying the aforementioned renewal fee thereof within 6 months prior to the expiration of the registration. 31

Item 2. (d) All applications for renewals under this chapter, whether of registrations made hereunder or of registrations effected under any prior act, shall include a statement that the mark is still in use in this State. (e) The Secretary of State shall, within 6 months after such effective date, notify all registrants of marks registered under previous acts of the date of expiration of such registrations, unless renewed in accordance with this chapter, by writing to the last known address of the registrants. 60 Del. Laws, c. 612, § I; 70 Del. Laws, c. 186, § I.; § 3307. Assignment. Any mark and its r~gislratinn hereunder shall be assignable, \'vith the good will orthe business in whiGh the mark is used. or with that part of the good will orth business conll~c[(;d ""illl lhe lise of and symholized hy the mark. Assignment shall be by instruments in writing duly executed, and may be recorded with the Secretary of State upon the payment of a fee of $25, payable to the Secretary of State who, upon recording of the assignment, shall issue in the name of the assignee a new certificate for the remainder of the term of the registration, or of the last renewal thereof. An assignment of any registration under this chapter shall be void as against any subsequent purchaser for valuable consideration without notice, unless it is recorded with the Secretary of State within 3 months after the date thereof, or prior to such subsequent purchase. 60 Del. Laws, c. 612, § I.; § 3308. Records. The Secretary of State shall keep for public examination a record of all marks registered or renewed under this chapter. 60 Del. Laws, c. 612, § I.; § 3309. Cancellation. The Secretary of State shall cancel from the register: (l) After I year from the effective date of this chapter, all registrations under prior acts which are more than 10 years old, and not renewed in accordance with this chapter; (2) Any registration concerning which the Secretary of State shall receive a voluntary request for cancellation thereof from the registrant or the assignee of record; (3) All registrations granted under this chapter and not renewed in accordance with this chapter; (4) Any registration concerning which a court of competent jurisdiction shall find: a. That the registered mark has been abandoned; b. That the registrant is not the owner of the mark; c. That the registration was granted improperly; d. That the registration was obtained fraudulently; or 32

Item 2. e. That the registered mark is so similar, as to be likely to cause confusion or to deceive, to a mark registered by another person in the United States Patent Office, prior to the date of the fi I ing of the application for registration by the registrant hereunder, and not abandoned; provided, however, that should the registrant prove ownership of a concurrent registration of the mark in the United States Patent Office covering an area including this State, the registration hereunder shall not be cancelled; or (5) When a court of competent jurisdiction shall order cancellation of a registration on any ground. 60 Del. Laws, c. 612, § I; 70 Del. Laws, c. 186, § I.; § 3310. Classification. Classification shall be as that which is enforced at the time of application under the classification system used by the United States Patent Office. 60 Del. Laws, c. 612, § I.; § 3311. Fraudulent registration. Any person who shall for himself or herself, or on behalf of any other person, procure the filing or registration of any mark in the office of the Secretary of State under this chapter, by knowingly making any false or fraudulent representation or declaration, verbally or in writing, or by any other fraudulent means, shall be liable to pay all damages sustained in consequence of such filing or registration, to be recovered by or on behalf of the party injured thereby in any court of competent jurisdiction. 60 Del. Laws, c. 612, § I; 70 Del. Laws, c. 186, § I.; § 3312. Infringement. Subject to common-law rights as set forth in § 3315 of this title, any person who shall: (1) Use. wiLhout Lhe consellL ui" Lhe n;gislranl, any reproducLion, c.ounlerfe-iL, COP) ur c( lorable imitation of a mark registered under Lhis chapter in connection with the salc, uCtcring for sale or ndveltising Q[any goods or services. or in connection with which sLlch LIseis likely lv caLIse confusion or to deceive as to the Source or origin of such goods or services: or (2) Reproduce, c.ount.erfeit. copy-or colorabJy imitate any such mark and npply suc.h re roduction, counterfeit, copy or colorable imitation t labels, signs, prints, packaaes. wrappers, receptacles or advertisements intended to be used UpOJlor in conjunction with the sale or other distribution in this State of such goods or services; shall be liable to a civil action by the owner of such registered mark fQr any or all of the remedies provided in § 3314 of this title. except that under subdivision (2) of this section. the registrant shall not be entitled to recover profits or damages unless the act have been committed with knowledge that sLlch mark is intended to be L1sedto cause confusion or lo deceive. 60 Del. Laws, c. 612, § I.; § 3313. Injury to business reputation; dilution. Likelihood of injury to business reputation or of di lution of the distinctive quality of a mark registered under this chapter, or a mark valid at common law or a trade name valid at common 33

Item 2. law, shall be a ground for injunctive relief notwithstanding the absence of competition between the parties, or the absence of confusion as to the source of goods or services. 60 Del. Laws, c. 612, § I.; § 3314. Remedies, including injunctions against forged or counterfeited trademarks, service marks, or copyrighted or registered designs. (a) The State finds and declares that the citizens orlhis Slate have a right to receive IhoSll goods and services which they reasonably believe they arc purchasing or for which they wl1tract. The State further finds that the manufacture and sale of counterfeit goods or goods which are not what they purport to be and the offering of services through the use of counterfeit service marks constitutes a fraud on the public and results in economic disruption to the legitimate businesses of this State. Moreover, those individuals and businesses doing business in Delaware who have, through their labors, developed intellectual property rights associated with their goods or services sold to the public also deserve protection. In order to protect the citizens of this State and those who do business in this State, it is necessary to take appropriate actions to remove counterfeit goods from the channels of commerce and prevent the manufacture, sale and distribution of such goods or the offering of such services through the use of counterfeit service marks. (b) As used in this chapter ' the term "forrTed or countcrll'itt.:d trademark " servic' mark or ~. opyrighted or registered design" means I) any mark or design \Vhich is identical to. substantially indistinguishable from. or an imitation of::! trademark. service mark, or copyrighted or registered design which is registered for those types of gooLls r services with the Secretary or State pursuant to this chapter or registered on the Principal Register of the United States Patent and Trademark Office or registered under the laws of any other state, whether or not the offender knew such mark or design was so registered or protected, if the use by such offender of such trademark, service mark, or copyrighted or registered design has not been expressly authorized by the owner thereof, and (2) any mark or design which is designed to, is reasonably likely to, or does give the impression that the mark or design, or the good or product to which the mark or design is affixed, is authorized by or produced by an owner of a trademark or service mark or copyrighted or registered design registered under this chapter or on the Principal Register of the United States Patent and Trademark Office or registered under the laws of any other state. (c) As used in this chapter, the terms "counterfeits" and "counterfeit goods" mean any product or good bearing or to which is affixed a forged or counterfeited trademark, service mark, or copyrighted or registered design. (d) As used in this chapter, "Court" means the Court of Chancery. (e) Any owner of a trademark or service mark or copyri hted or registered design registered under this chapter or on the Principal Register of the United States Patent and Trademark Office or registercd under the la\\'s of any other state may proceed by action to enjoin the manufacture. use. display or sal of any counterfeits or imitations thereof: and the Court may grant such relief, including orders restraining or enjoining such manufacture, use, display or sale as the Court may deem just and reasonable, and the Court may further require the defendants to pay to such plaintiff all profits derived from such wrongful manufacture, use, display or sale, or both profits and damages. (0 If, in any action brought under this section, the Court determines that a trademark or service mark or copyrighted or registered design is counterfeit, the Court may order the 34

Item 2. destruction of all such forged or counterfeited trademarks or service marks or copyrighted or registered designs and all goods, articles or other matter bearing the forged or counterfeited trademarks or service marks or copyrighted or registered designs which are in the possession or control of the Court or any party to the action; or, after obliteration of the forged or counterfeited trademark or service mark or copyrighted or registered design, the Court may order the transfer of any of those materials to the State, a civil claimant, a charitable institution or any other appropriate person. (g)(I) The Court, upon application, including an ex parte application. in an action :1g1!inSI persons kno\\n or unknown to enjoin either or both (i) the manufacture, use, Jisplay or sale of counterfeits. or (ii) the unauthorized sale.-of any goods Qr products upon the plaintiffs property, whether counterfeit or not. may. as a prel iminary matter. order seizure of th ' counterfeit ~oods upon a showing of good cause and upon the posting of a bond in an amount deemed appropriate by the Court. If it appears from an ex parte application that there is good reason for proceeding without notification to the defendant (including, for example, that the defendant may flee with or without the alleged Iy counterfeit goods or that the identity of the defendant is unknown), the Court may proceed ex parte. In determining "good cause," the Court may grant an order of seizure in advance of such unlawful acts where they are reasonably anticipated to occur and the plaintiff demonstrates a particular need for such advance relief. A copy of the order of seizure shall be served at the time of seizure upon any person from whom seizure is effected. The order shall specifically set forth: a. The date or dates on which the seizure is ordered to take place; b. A description of the goods to be seized; c. The identity of the persons or class of persons to effect seizure, which persons may include officers of the Court, police officers and other law enforcement officials, persons licensed under Chapter 13 of Title 24, and such other persons as the Court may, in its discretion, decide are appropriate; d. A description of the location or locations at which seizure is to occur; and e. A hearing date not more than 10 court days after the last date on which seizure is ordered at which any person from whom goods are seized may appear and seek release of the seized goods. (2) The persons effecting seizure shall seize those articles which are, in the judgment of such persons, described in the order. (3) The order of seizure shall include a statement advising the person from whom the goods are seized that a bond has been filed and informing such person of the right to object to the bond, at the hearing called for in the order, on the grounds that the surety or the amount of the bond is insufficient. (h)( I) Any applicant who causes seizure of goods which are subsequently determined not to be counterfeits shall be liable, except as provided in subsections (h)(2) and (h)(3) of this section below, in an amount equal to the following: a. Any direct damages proximately caused to any person having a financial interest in the seized noncounterfeit goods; provided however, that in the event of a claim for lost 35

· , Item 2. profits, such damages may only be awarded upon a showing that the amount sought is reasonable and not speCUlative; b. Costs incurred in defending against seizure of noncounterfeit goods; and c. Upon a showing that the person causing the seizure to Occur acted in bad faith, expenses, including reasonable attorneys" fees expended in defending against the seizure of any noncounterfeit or noninfringing goods. (2) If in the course of seizing the noncounterfeit goods, counterfeit goods were also seized, no damages may be recovered unless the Court concludes that such a result would be grossly inequitable. 3) [f the nOIH.:ounterfeiL goods \-\-ere~eized on Lh' plaintiffs prollcrt)', no damages l11a. be recovered unle.Ss the person from "'he 111 such rroods were seized demonstrates to the COLIrt that the sal of such goods was authorized in wriLing by the plaintiff and the sale otherwise cnmplied with all applicable laws. (4) A person seeking a recovery pursuant to this subsection may join any surety on a bond posted pursuant to this section, and any judgment of liability shall bind the person liable and the surety jointly and severally; provided, however, that the liability of the surety shall be limited to the amount of the bond. (i) The enumeration of any right or remedy in this chapter shall not affect a person's right to prosecute under any penal law of this State or the laws of any other state or federal government. 60 Del. Laws, c. 612, § I; 71 Del. Laws, c. 195, § I.; § 3315. Common-law rights. Nothing herein shall adversely affect the rights or the enforcement of the rights in marks acquired in good faith at any time at common law. 60 Del. Laws, c. 612, § I.; §§ 3321-3323; 3331-3336. NonCE: The Delaware Code appearing on this site was prepared by the Division of Research of Legislative Council of the General Assembly with the assistance of the Government Information Center, under the supervision of the Delaware Code Revisors and the editorial staff ofLexisNexis, includes all acts effective as of February 4,2009, up to and including 77 Del. Laws, c. 5. DfSCLAfMER: Please Note: With respect to the Delaware Code documents available from this site or server, neither the State of Delaware nor any of its employees, makes any warranty, express or implied, including the warranties of merchantability and fitness for a particular purpose, or assumes any legal liability or responsibility for the accuracy, completeness, or usefulness of any information, apparatus, product, or process disclosed, or represents that its use would not infringe privately-owned rights. This information is provided for informational purposes only. Please seek legal counsel for help on interpretation of individual statutes. 36

Item 3. FINANCIAL DISCLOSURE REPORT (Chapter 30 - Code of Conduct and Ethics Commission) NAME: POSITION: (i.e., Councilperson, Member of Staff, etc.) Section 1. Purpose. This is your Financial Disclosure Report which must be submitted by August 1 of each calendar year in accordance with the provisions of the Code, Sec. 30-3(b). Section 2. Definitions. The following definitions are to be followed in responding to this Financial Disclosure Report and are taken directly from Sec. 30-4. "Financial Interest" - A person has a financial interest in a private enterprise if: (1) He has a legal or equitable ownership interest in the enterprise of more than ten percent (one percent or more in the case of a corporation, the stock of which is regularly traded on an established securities market); (2) He is associated with the enterprise and received from the enterprise during the last calendar year, or might reasonably be expected to receive from the enterprise during the current or the next calendar year, income in excess of$5,000.00 for services as an employee, officer, director, trustee, or independent contractor; or (3) He is a creditor of a private enterprise in an amount equal to ten percent or more of the debt of that enterprise (one percent or more in the case of a corporation, the securities of which is regularly traded on an established securities market). "Matter" - This means an application, petition, request, business dealing, contract, subcontract, or any other transaction of any sort with the City. "Personal or Private Interest" - This means an interest in a matter which tends to impair the independent judgment of an official or employee in the performance of his duties with respect to that matter. "Private Enterprise" - This means any activity conducted by any person, whether conducted for profit or not for profit, and includes ownership of real and personal property. The term "private enterprise" does not include any activity of the City, or any political subdivision, or of any agency, authority or instrumentality thereof. "Public Official" - This means all elected and appointed officials and all employees of the City. 37

Item 3. Section 3. Questions To Be Answered. 1. Do you acknowledge that you have read and reviewed Chapter 30 - Standards of Ethical Conduct and Ethics Commission and that you will abide by the terms thereof? If so, please enter the date of such accomplishment. Response: 2. Do you have a financial interest in any private enterprise which is subject to the regulatory jurisdiction of or does business with the City of Dover? If so, state in detail: (a) the name and address of the private enterprise; (b) the extent of your financial interest; (c) a description of the business done with the City. 3. Do you personally or does any private enterprise in which you have a financial interest have an interest in any pending or future legislation involving the City of Dover, the State of Delaware, or the Federal Government? If so, state in detail the legislation and the nature and extent of such interest. Response: 38

Item 3. 4. Have you received annual training on the City of Dover's ethics policies and procedures required by Sec. 30-3(d) of the Code? State the date and manner of your compliance or your anticipated compliance. Response: 5. Data in this report is provided as of _ (Date) I HEREBY CERTIFY that I have read the foregoing report, and that, to the best of my knowledge and belief, it is true, correct, and complete. Signature 39