UTILITY PACKET

UTILITY COMMITTEE AGENDA January 25, 2010 - 5:00 P.M. - Council Chambers - City Hall - City of Dover Public comments are welcomed on any item and will be permitted at appropriate times. When possible, please notify the City Clerk (736-7008 or e-m ail at Tm cdowell@dover.de.us) should you wish to be recognized. AGENDA ADDITIONS/DELETIONS 1. White Oak Solar Project A. Energy Land Lease B. Energy Interconnection Agreement C. Energy Transmission Tariff 2. PACE/NAES Monthly Report (November) 3. Adjournment by 5:55 P.M. /tm S:\ClerksOffice\Agendas&Minutes\Committee-Agendas\2010\01-25-2010 UTILITY.wpd THE AGENDA ITEMS AS LISTED MAY NOT BE CONSIDERED IN SEQUENCE. THIS AGENDA IS SUBJECT TO CHANGE TO INCLUDE THE ADDITION OR THE DELETION OF ITEMS, INCLUDING EXECUTIVE SESSIONS.

ACTION FORM U U PROCEEDING: Utility Committee AGENDA ITEM: DEPARTMENT OF ORIGIN: Public Utilities DATE SUBMITTED: PREPARED BY: Ron Lunt, Public Utilities Director SUBJECT: White Oak Solar Energy Land Lease REFERENCE: RELATED PROJECT: Solar Energy Purchase Agreement APPROVALS: City Manager, Controller EXHIBITS: Proposed Ground Lease and Land Valuation Report PROJECTED ANNUAL REVENUE: $55,000 AMOUNT BUDGETED: $ N/A REVENUE SOURCE: GENERAL FUND – RENT REVENUE – ACCT 110.0000.369.46.00 TIMETABLE: N/A RECOMMENDED ACTION: Authorize the City Manager to execute the presented Ground Lease Agreement with White Oak Solar Energy, LLC. as per the terms outlined in the Lease. BACKGROUND AND ANALYSIS On July 27, 2009, City Council approved the City Manager’s execution of a Solar Energy Purchase Agreement between White Oak Solar Energy, LLC. (White Oak) 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. This proposed land lease is for the land that will be used to construct this approximately 10 Mw solar facility. 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 they performed a complete land valuation and recommended that the City collect between $45,000 to $55,000 annually for a 100 acre lot. The following are highlights of the Lease: 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. 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 times for a total of a 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 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. The Ground Lease has been reviewed by the City of Dover attorney, Kirk Betts, Betts and Holt, and he approves this document in its final form.

City of Dover Garrison Tract Estimated Land Valuation L E A D E R S H I P
P R O B L E M SO L V I N G
V A L U E C R E A T I O N May 22, 2009 Copyright 2008. Alvarez & Marsal Holdings, LLC. All Rights Reserved.

Garrison Tract Estimated Land Valuation Executive Summary Executive Summary
The estimated range of annual ground lease payments for a 100 acre parcel on the Garrison Tract is approximately $45,000 to $55,000.
The estimated annual ground lease payments are based on the estimated valuation of the site multiplied by the percentage applied for ground rent (approximately 5%).
The percentage applied for ground rent is based on the expected annual return for land as an investment.
The estimated range of annual ground lease payments for the site is based on a land sales comparables analysis, an analysis of area business parks, and a site analysis.
The estimated valuation range of a 100 acre parcel on the Garrison Tract is approximately $900,000 to $1,100,000, or approximately $9,000 per acre to $11,000 per acre.
The estimated range of annual ground lease payments for the site based on a land sales comparables analysis is approximately $45,000 to $55,000.
The timing of this report coincides with a historic credit crunch which has resulted in substantial declines in land values. Also, the credit crunch has led to significantly fewer real estate transactions in 2008 and 2009. As such, many of the local sales comparables from 2008 may not be reflective of current market conditions, and estimated value ranges may be lower once transaction activity resumes. 1 Copyright 2008. Alvarez & Marsal Holdings, LLC. All Rights Reserved.

Garrison Tract Estimated Land Valuation Site Analysis – Garrison Tract Background Information Source: Garrison Tract Commission Report to Dover City Council, September 2005
The Garrison Tract is an approximately 387 acre site located along White Oak Road east of Route 1 in Dover, Delaware.
The Garrison Tract was primarily used for farming until its sale from the Garrison family to the City of Dover for $2 million in 1999.
A Memorandum of Understanding (MOU) between the State of Delaware and the City of Dover outlines the objectives for development of the Garrison Tract, including the promotion of economic activity in the area.
With the transfer of ownership to the City of Dover, the Garrison Tract was rezoned as an Industrial Park Manufacturing Zone – Technology Center.
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.
The minimum lot size is presently set at 50 acres.
Starting in 2000, the City of Dover began to market the land as the “Garrison Oak Technology Park”.
While the site remains unimproved, the City of Dover earns approximately $28,000 per year in farm leases. 2 Copyright 2008. Alvarez & Marsal Holdings, LLC. All Rights Reserved.

Garrison Tract Estimated Land Valuation Site Analysis – Infrastructure and Utilities
The Garrison Tract requires extensive up-front infrastructure and utilities investment prior to development.
Utilities are available near the site, but on-site utilities development is still needed.
According to the Garrison Tract Commission Report to the Dover City Council in September 2005, the State of Delaware has granted $500,000 for design and installation of a sewer pumping station for the Garrison Tract.
In addition to on-site N infrastructure development, improvements will likely be needed for access to the site, including widening White Oak Road and providing direct access to Route 1. Google EarthTM map of Garrison Tract 3 Copyright 2008. Alvarez & Marsal Holdings, LLC. All Rights Reserved.

Garrison Tract Estimated Land Valuation Site Analysis – Area Map
Although the Garrison Tract has been primarily used for Dover Mall farming, it is located within a short distance of Dover’s Dover Downs developed areas.
The Garrison Tract is located Garrison Tract approximately one mile east of the Dover Mall, Dover Downs, and Delaware State University. Delaware
The Garrison Tract is located State approximately two miles University northeast from downtown Dover and the Delaware State Capitol.
The Garrison Tract is located N approximately two miles north State Capitol from Dover Air Force Base. Google EarthTM map of Dover area 4 Copyright 2008. Alvarez & Marsal Holdings, LLC. All Rights Reserved.

Garrison Tract Estimated Land Valuation Site Analysis – Site Photos White Oak Road Photo of Garrison Tract looking northeast 5 Copyright 2008. Alvarez & Marsal Holdings, LLC. All Rights Reserved.

Garrison Tract Estimated Land Valuation Site Analysis – Site Photos Photo of Garrison Tract looking north 6 Copyright 2008. Alvarez & Marsal Holdings, LLC. All Rights Reserved.

Garrison Tract Estimated Land Valuation Site Analysis – Site Photos Farm House Photo of Garrison Tract looking northwest 7 Copyright 2008. Alvarez & Marsal Holdings, LLC. All Rights Reserved.

Garrison Tract Estimated Land Valuation Site Analysis – Site Photos Photo of Garrison Tract looking northwest 8 Copyright 2008. Alvarez & Marsal Holdings, LLC. All Rights Reserved.

Garrison Tract Estimated Land Valuation Site Analysis – Site Photos White Oak Road Overpass Over Route 1 Photo of Garrison Tract looking west 9 Copyright 2008. Alvarez & Marsal Holdings, LLC. All Rights Reserved.

Garrison Tract Estimated Land Valuation Land Sales Comparables Analysis Adjusted Land Sales Comparables
Land sales comparables are used to generate an estimated land value for the subject property.
The selected land sales are the most recent transactions involving large unimproved sites in the Dover area.
Each of the selected land sales are classified as agricultural property. No recent land sales exist involving large unimproved industrial sites in the Dover area.
The estimated range of land sales comparables for the 100 acre site is approximately $900,000 to $1,100,000, or approximately $9,000 per acre to $11,000 per acre.
The estimated range of annual ground lease payments for the 100 acre site is approximately $45,000 to $55,000.
Below is a table listing recent Dover land sales and estimated adjustments to the land values for each sale based on location, zoning, lot size, and sale date. Adjusted Comparable Land Sales - Dover Sale Price / Lot Sale Net Resulting Address Classification Acre Location Utilities Zoning Size Date Adjustments Price/Acre 1 1723 Fast Landing Rd Agricultural $ 5,770 5% 0% 20% 15% -30% 10% $ 6,347 2 2415 Lockwood Chapel Rd Agricultural $ 11,900 5% 0% 20% -15% -30% -20% $ 9,520 3 2018 Seeneytown Rd Agricultural $ 21,081 0% 0% 20% -20% -30% -30% $ 14,757 Mean: $ 12,917 Mean: $ 10,208 Median: $ 11,900 Median: $ 9,520 10 Copyright 2008. Alvarez & Marsal Holdings, LLC. All Rights Reserved.

Garrison Tract Estimated Land Valuation Recent Land Sales 2018 Seeneytown Rd 18.5 Acres 1723 Fast Landing Rd $21,081 / Acre 153.2 Acres June 2008 $5,770 / Acre June 2008 Garrison Tract 2415 Lockwood Chapel Road 25.2 Acres $11,900 / Acre June 2008 N Google MapsTM map of recent land sales near the Garrison Tract 11 Copyright 2008. Alvarez & Marsal Holdings, LLC. All Rights Reserved.

Garrison Tract Estimated Land Valuation Land Sales Data – 1723 Fast Landing Road LoopNetTM recent sales data for 1723 Fast Landing Road 12 Copyright 2008. Alvarez & Marsal Holdings, LLC. All Rights Reserved.

Garrison Tract Estimated Land Valuation Land Sales Data – 2415 Lockwood Chapel Road LoopNetTM recent sales data for 2415 Lockwood Chapel Road 13 Copyright 2008. Alvarez & Marsal Holdings, LLC. All Rights Reserved.

Garrison Tract Estimated Land Valuation Land Sales Data – 2018 Seeneytown Road LoopNetTM recent sales data for 2018 Seeneytown Road 14 Copyright 2008. Alvarez & Marsal Holdings, LLC. All Rights Reserved.

Garrison Tract Estimated Land Valuation Area Business Park Data
The Garrison Tract is currently zoned as an Industrial Park Manufacturing Zone – Technology Center.
Given the current zoning for the site, an analysis was performed on area business parks.
Recent absorption at area business parks appears to have been healthy, according to data provided by the Kent County Economic Partnership.
List prices for lots at area business parks range from $24,000 per acre to $65,000 per acre.
The Garrison Tract requires significant utilities and infrastructure development before it could command similar lot prices as area business parks.
Each of the area business parks has infrastructure and utilities in place and is accessible via highway, rail, or air.
The Garrison Tract also needs direct access to nearby Route 1 to improve its accessibility as a potential business park.
The lot sizes available for development at area business parks are much smaller than the 100 acre Garrison Tract site.
A summary of area business park data is provided on the following slide. 15 Copyright 2008. Alvarez & Marsal Holdings, LLC. All Rights Reserved.

Garrison Tract Estimated Land Valuation Area Business Park Data KENT COUNTY BUSINESS PARK DATA1 Garrison Oak Kent County Central Delaware Milford Business Smyrna Business Technology Park Aero Park Industrial Park Park Park Location White Oak Road, Horsepond Road, US 13 at Route Route 14, Milford Route 300, Dover near Dover AFB 42, Dover Smyrna Size (Acres) 387 acres 115 acres 78 acres 210 acres 300 acres Available (Acres) 387 acres 19 acres 12 acres N/A Built-out Price ($ / Acre) Negotiable $65,000 / acre TBD $24,000 / acre Built-out Lease ($ / Acre) N/A N/A $14,000 / acre2 N/A N/A Utilities & Services Adjacent to site Water, sewer, gas, Water, sewer, gas, Water, sewer, gas, Water, sewer, rail fiber optics, fiber optics fiber optics access adjacent to airport Status / High visibility from Tenants include Zoned IPM, C-4; Offers fully- One of only rail- Comments Route 1. Owned Mid-Atlantic adjacent to Blue developed parcels. served industrial by the City of Packaging, Hen Corporate Zoned General parks in Kent Dover. Currently Monster Racing, Center. Industrial, the park County; built-out zoned IPM2, min Independent is easily industrial park. lot size 50 acres. Newspapers. accessible. City- High- tech County-owned. owned. manufacturing site. 1Kent County Economic Partnership 2LoopNet 16 Copyright 2008. Alvarez & Marsal Holdings, LLC. All Rights Reserved.

Garrison Tract Estimated Land Valuation Kent County Business Park Data Garrison Tract Access to Route 1 Kent County Aero Park Rail Spur N Google MapsTM map of Garrison Tract and Kent County Aero Park 17 Copyright 2008. Alvarez & Marsal Holdings, LLC. All Rights Reserved.

Garrison Tract Estimated Land Valuation Kent County Business Park Data Garrison Tract Kent County Aero Park Milford Business Park N Google MapsTM map of Garrison Tract, Kent County Aero Park, and Milford Business Park 18 Copyright 2008. Alvarez & Marsal Holdings, LLC. All Rights Reserved.

Garrison Tract Estimated Land Valuation Kent County Business Park Data Milford Business Park N Google MapsTM map of Milford Business Park 19 Copyright 2008. Alvarez & Marsal Holdings, LLC. All Rights Reserved.

Garrison Tract Estimated Land Valuation Assumptions and Limiting Conditions
The analyses set forth in this report are subject to the following assumptions and limiting conditions, all of which, for purposes of this report, have been accepted as true and correct without verification or investigation by Alvarez & Marsal Real Estate Advisory Services, LLC (“A&M”), which assumes no responsibility whatsoever therefore. None of the following particulars should be read to limit the generality of the foregoing qualification.
No legal survey or engineering analysis of the properties has been made by us. We assume that the legal descriptions and area computations furnished are reasonably accurate. However, at the user’s discretion, it is recommended that such an analysis be made for exact verifications through appropriate professionals before demising, hypothecating, purchasing or lending occurs, or any decision is made requiring an exact legal survey or engineering analysis. In the absence of a survey, neither is a conclusion made, nor is responsibility taken, for encroachments or undisclosed easements (if any).
Oil, gas, mineral rights, and subsurface rights were not considered in making this valuation unless otherwise stated and are not a part of the analyses, if any exist.
We assume no responsibility for any conditions, not readily observable from our customary inspection of the properties, which might affect the analyses. We reserve the right to change the analyses if so warranted, when supplied with further information, if that information dictates.
No conclusions are intended to be expressed regarding matters that require legal expertise or specialized investigations or knowledge beyond that customarily employed by real estate advisory professionals.
The title to the properties is free and clear of all liens and encumbrances, except as noted. 20 Copyright 2008. Alvarez & Marsal Holdings, LLC. All Rights Reserved.

Garrison Tract Estimated Land Valuation Assumptions and Limiting Conditions
We have made no architectural or engineering study, property survey, soil study or environmental investigation, and we assume that no problems exist in connection with such matters on any of the properties. The described physical condition of any improvements is based on visual external inspection only, and it is assumed that there are no hidden or unapparent physical conditions. Dimensions and areas are as supplied by others and are subject to survey.
Maps, plats, and exhibits included herein are for illustration only, as an aid for the reader in visualizing matters discussed within the report. They should not be considered as surveys or relied upon for any other purpose, nor should they be removed from, reproduced or used apart from this report.
Neither A&M nor any of its present or former personnel, including, without limitation, the signatories hereto, shall be required to give further consultation or testimony, or appear in court or at any public hearing with reference to the property valued, unless satisfactory prior arrangements have been made.
Neither all nor any part of this report shall be disseminated to the general public by the user through advertising media, public relations media, news media, sales media or other media for public communication without the prior written consent, which will not be unreasonably withheld, of A&M, particularly as to conclusions.
No liability is assumed for matters which are legal or environmental in nature. In addition, any reference to physical property characteristics in terms of quality, condition, cost, suitability, soil conditions, obsolescence, and the like are strictly related to their economic impact. 21 Copyright 2008. Alvarez & Marsal Holdings, LLC. All Rights Reserved.

Garrison Tract Estimated Land Valuation Assumptions and Limiting Conditions
No liability is assumed for matters which are legal or environmental in nature. In addition, any reference to physical property characteristics in terms of quality, condition, cost, suitability, soil conditions, obsolescence, and the like are strictly related to their economic impact on the properties. No liability is assumed for any personal property or engineering-related issues, including inadequacies or defects in the structure, design, mechanical equipment or utility services associated with the improvements; air or water pollution; noise; flooding, storms or wind; traffic and other neighborhood hazards; radon gas; asbestos; natural or artificial radiation, or toxic substances of any description, whether on or off the premises.
Ownership and management are assumed to be in competent and responsible hands.
Improvements, if any, are assumed to be within lot lines and in accordance with local zoning and building ordinances as well as all applicable Federal, State, and local laws and regulations. Any plans, diagrams or drawings provided are intended solely to facilitate understanding and are not meant to be used as reference in matters of survey. The legal description should be verified with the aid of competent legal counsel.
The report was prepared for the purpose stated and should not be used for any other purpose.
All direct and indirect written information supplied by the client, its agents and assigns, concerning the properties is assumed to be true, accurate and complete; additionally, information identified as supplied or prepared by others is believed to be reliable. However, no responsibility for the accuracy of such information is assumed.
This report is intended to be read and used as a whole and not parts. 22 Copyright 2008. Alvarez & Marsal Holdings, LLC. All Rights Reserved.

Garrison Tract Estimated Land Valuation Assumptions and Limiting Conditions
No liability is assumed for matters which are legal or environmental in nature. In addition, any reference to physical property characteristics in terms of quality, condition, cost, suitability, soil conditions, obsolescence, and the like are strictly related to their economic impact on the properties. No liability is assumed for any personal property or engineering-related issues, including inadequacies or defects in the structure, design, mechanical equipment or utility services associated with the improvements; air or water pollution; noise; flooding, storms or wind; traffic and other neighborhood hazards; radon gas; asbestos; natural or artificial radiation, or toxic substances of any description, whether on or off the premises.
Our analyses are based on currently available information, estimates and assumptions about future developments. We do not represent them as results that will be achieved. Some assumptions inevitably will not materialize and unanticipated events and circumstances may occur; therefore, the actual results achieved may vary materially from the estimated results.
Possession of this report or a copy thereof, or any part thereof, does not carry with it the right of publication, nor may it be used by anyone but the party for whom it has been prepared without the prior written consent and approval of A&M.
Where the properties being considered are part of a larger parcel or tract, any analyses reported are applicable only with the portion being considered and should not be construed as applying with equal validity to other portions of the larger parcel or tract.
It is assumed that all necessary licenses and agreements remain in full force and effect in order to continue the operations of the properties.
No liability is assumed for matters which are legal or environmental in nature. 23 Copyright 2008. Alvarez & Marsal Holdings, LLC. All Rights Reserved.

Garrison Tract Estimated Land Valuation Assumptions and Limiting Conditions
With respect to our analyses, our work did not include an analysis of the potential impact of any unexpected sharp rise or decline in local or general financial markets or economic conditions or technological changes.
Our report is dated May 22, 2009 (the “Report Date”). We cannot be held responsible for changes in the market conditions or properties which would have a material impact on the value(s) reported herein subsequent to our Report Date. It is further stated the terms of our engagement did not provide for reporting on events and transactions which occurred subsequent to the Report Date.
A&M’s liability regardless of whether such liability is based on breach of contract, tort, strict liability, breach of warranties, failure of essential purpose or otherwise, under this Agreement or with respect to the services shall be limited to the amount actually paid to A&M for this scope of work. If A&M is working on a multi-phase engagement, A&M’s liability shall be limited to the amount paid to A&M for the particular phase that gives rise to the liability.
Support for conclusions contained in this report is retained within a corresponding workpaper file retained in our offices. 24 Copyright 2008. Alvarez & Marsal Holdings, LLC. All Rights Reserved.

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 #:

ACTION FORM U U PROCEEDING: Utility Committee AGENDA ITEM: DEPARTMENT OF ORIGIN: Public Utilities DATE SUBMITTED: 01/13/10 PREPARED BY: Ron Lunt, Public Utilities Director SUBJECT: White Oak Solar Energy Interconnection Agreement REFERENCE: N/A RELATED PROJECT: White Oak Solar Energy Land Lease APPROVALS: City Manager, Controller EXHIBITS: Proposed Small Generator Interconnection Agreement EXPENDITURE REQUIRED: $ N/A AMOUNT BUDGETED: $ N/A FUNDING SOURCE (Dept./Page in CIP & Budget): TIMETABLE: N/A RECOMMENDED ACTION: Authorize the City Manager to execute the presented Small Generator Interconnection Agreement with White Oak Solar Energy, LLC. as per the terms outlined in the Agreement. BACKGROUND AND ANALYSIS The photovoltaic generation installation owned by White Oak Solar Energy (White Oak) will be interconnecting with the City of Dover’s 69 kV distribution system. This Agreement was developed to outline the terms and conditions under which the generation will interconnect with and operate in parallel with the City of Dover’s system. It also identifies and specifies the equipment required by Dover and the financial obligation of the parties. This agreement does not address the purchase of the energy generated by the facility. The following are highlights of the Interconnection Agreement: 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. The Interconnection Agreement has been reviewed by the City of Dover attorney, Kirk Betts, Betts and Holt, and he approves this document in its final form.

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]

ACTION FORM U U PROCEEDING: Utility Committee AGENDA ITEM: DEPARTMENT OF ORIGIN: Public Utilities DATE SUBMITTED: 1/14/10 PREPARED BY: Ron Lunt, Public Utilities Director SUBJECT: White Oak Solar Energy Transmission Tariff REFERENCE: N/A RELATED PROJECT: White Oak Solar Energy Interconnection Agreement APPROVALS: City Manager, Controller EXHIBITS: N/A EXPENDITURE REQUIRED: $ N/A AMOUNT BUDGETED: $ N/A FUNDING SOURCE (Dept./Page in CIP & Budget): TIMETABLE: N/A RECOMMENDED ACTION: Staff recommends the adoption of the tariff titled 69 kV Delivery Service Classification to the Grid for White Oak Solar Energy, LLC. and recognize this as a standard City of Dover Electric Tariff. BACKGROUND AND ANALYSIS White Oak Solar Energy (White Oak), LLC, 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. This tariff would be required should the City of Dover default on the Solar Energy Purchase Agreement or at the end of the Agreement. The following is a summary of the provisions contained in the recommended tariff: 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. White Oak has reviewed this proposed tariff and agrees that this is a fair and acceptable. This tariff has been reviewed by the City of Dover attorney, Kirk Betts, Betts and Holt, and he approves this tariff in its final form.

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.

City of Dover November Monthly Report Energy and Operations Management December 17, 2009 This Report was produced by Pace Global Asset Management, LLC (“Pace Global”) and is meant to be read as a whole and in conjunction with this disclaimer. Any use of this Report other than as a whole and in conjunction with this disclaimer is forbidden. Any use of this Report outside of its stated purpose without the prior written consent of Pace Global is forbidden. Except for its stated purpose, this Report may not be copied or distributed in whole or in part without Pace Global’s prior written consent. This Report and the information and statements herein are based in whole or in part on information obtained from various sources as of November, 2009. While Pace Global believes such information to be accurate, it makes no assurances, endorsements or warranties express or implied, as to the validity, accuracy or completeness of any such information, any conclusions based thereon, or any methods disclosed in this Report. Pace Global assumes no responsibility for the results of any actions and inactions taken on the basis of this Report. By a party using, acting or relying on this Report, such party consents and agrees that Pace Global, its employees, directors, officers, contractors, advisors, members, affiliates, successors and agents shall have no liability with respect to such use, actions, inactions, or reliance. This Report does contain some forward-looking opinions. Certain unanticipated factors could cause actual results to differ from the opinions contained herein. Forward-looking opinions are based on historical and/or current information that relate to future operations, strategies, financial results or other developments. Some of the unanticipated factors, among others, that could cause the actual results to differ include regulatory developments, technological changes, competitive conditions, new products, general economic conditions, changes in tax laws, adequacy of reserves, credit and other risks associated with City of Dover and/or other third parties, significant changes in interest rates and fluctuations in foreign currency exchange rates. Further, certain statements, findings and conclusions in this Report are based on Pace Global’s interpretations of various contracts. Interpretations of these contracts by legal counsel or a jurisdictional body could differ. over 25 Website: www.paceglobal.com Washington New York Houston Columbia San Diego London Moscow Mexico City

TABLE OF CONTENTS 1.0 - Executive Summary.....................................................................................................................2 2.0 - Budget Report..............................................................................................................................6 2.1 – Variance Report ..................................................................................................................6 2.2 – Variance Analysis...............................................................................................................8 3.0 – Energy Management.................................................................................................................10 3.1 - Purchased Power ...............................................................................................................10 3.2 - Generation Management ...................................................................................................13 3.3 - Emissions and Allowance Management............................................................................19 4.0 – Operations Management..........................................................................................................24 Appendices..........................................................................................................................................41 I. PJM Invoice Breakdown....................................................................................................41 II. Load, All In Energy and all in cost of service table ..........................................................42 III. Glossary ........................................................................................................................43 Dover Monthly PGAM Report November 2009 - Final 1

1.0 - EXECUTIVE SUMMARY All In Unit Energy Cost - Actual v Budget Generation MWh's: Actual v Budget Actual Load vs Budget Load 10,000 $96 100,000 $94 7,500 75,000 $92 $90 MWh MWh 50,000 $ /M W h 5,000 $88 $86 2,500 25,000 $84 $82 0 $80 0 Jul Aug Sep Oct Nov Dec Jan Feb Mar Apr May Jun Jul Aug Sep Oct Nov Dec Jan Feb Mar Apr May Jun Jul Aug Sep Oct Nov Dec Jan Feb Mar Apr May Jun Budget Gen Actual Gen Budget Actual Budget ($/MWh) Actual ($/MWh) Budget WA Actual WA Purchased Power Management Wholesale load for the month of November was 54,552 MWhs versus a three year historic weather normalized load of 58,037 MWhs. Hedged transactions accounted for 49,660 MWhs or 91% of this volume (85.5% of forecasted load) at a cost of $3.9 million. Spot Market purchases resulted in a PJM charge of $157 thousand ($162 thousand charge in the Day Ahead market and a $5 thousand credit in the real time market). Other PJM related charges accounted for an additional $1.4 million cost, inclusive of all load related fees. November All-In Energy Unit Cost, excluding capacity obligations and credits was $5.80/MWh favorable compared to the budget for November 2009 of $89.30/MWh. For the year, projected all in Cost of Service is $96.69/MWh, $3.46/MWh favorable compared to budget; based on YTD actual 5 months results and 7 months projected costs. Generation and Asset Management For the month of November McKee Run and Van Sant units were not dispatch into the PJM market. A relatively low average on-peak LMPs for the month demonstrated that the PJM system did not generally require support from the peaking units. The budget also did not project generation for this month. Emissions and Allowance Management On November 5th, 2009 and November 6th, 2009, Dover sold 45 NOX annual allowances at a price of $670 per allowance and 1,410 SO2 allowances at a price of $81.00 per allowance. Additionally, Dover sold 25 NOX seasonal allowances at a price of $110 per allowance. After deducting brokerage transaction fees, these transactions generated $145,830 in revenue for Dover. Including the revenue generated from the October sale of 1,500 SO2 allowances, Dover’s total revenue for the 2009-2010 fiscal year is $274,080 (see exhibit 1). Dover’s budgeted revenue for all allowance sales during the 2009-2010 fiscal year was $274,000. Dover Monthly PGAM Report November 2009 - Final 2

Dover has emitted 1 ton of SO2, 6 tons of NOX during the NOX seasonal period, and 12 tons of NOX Annual – these emissions levels remain unchanged from the previous monthly report. All units operated for testing purposes, and the appropriate allowance deductions are noted in the table below. Exhibit 1: Emissions and Allowance Summary through November 30, 2009 2009-2010 EMISSIONS & ALLOWANCE SUMMARY SO2 NOx Date Action Allowance Sale Revenue1 Allowance Sale Revenue1 Allocation Price Allocation2 Price Seas. Ann. 1/1/08 2007 549 0 -- -- -- Carryover 1/1/09 2008 2,691 0 Carryover 1/1/09 Initial 2009 2,723 -- -- 51 76 -- -- Allocation N/A 2003-06 139 Carryover 9/29/09 SO2 Sales (1,500) $86 $128,250 11/12/09 NOX Ann. (45) $670 $29,700 Sales 11/13/09 SO2 Sales (1,410) $81 $113,505 11/20/09 NOx Seas. (25) $110 $2,625 Sales 9/30/09 2009 YTD 1 -- -- 6 12 -- -- Emissions3 Totals - Allowances 3,191 -- $241,755 20 19 -- $32,325 $32,325 $241,755 Total Revenue $274,080 Notes: (1) Revenue calculations account for a $.50/ton broker fee for SO2, $10/ton broker fee for NOx annual and $5/ton broker fee for NOX seasonal. (2) Per the Clean Air Interstate Rule, in 2009, NOx emissions will be governed by a seasonal and annual program. The NOx seasonal emissions pertain only to emissions (May 1 – Sep 30), similar to the previous trading regimen. Annual emissions cover the entire year. (3) The 2009 initial allowance allocation accounts for the reinstatement of CAIR while new SO2 and NOx emissions rules are completed. These allocations may changes as the rulemaking process continues. Given current dispatch expectations, the market value of the remaining 2007-2009 Dover allowance inventory is approximately $205,500 at the time of this report. This represents 3,191 SO2 allowances trading at $60/ton, 20 NOx seasonal allowances trading at $75/ton, and 19 NOx annual trading at $660/ton. Dover Monthly PGAM Report November 2009 - Final 3

EMISSIONS & ALLOWANCE SUMMARY Through November 30, 2009 Allowance Allowance Emissions Emissions Allowances Allowances Allowance Vintage Allocation Month Sold Month Sold Balance SO2 – 2003-06 139 1 N/A N/A 139 139 0 SO2 – 2007 2723 0 98 138 2,455 170 2 SO2 – 2008 2723 0 32 1133 2,392 299 SO2 – 2009 2723 0 1 0 0 2722 NOx – 2007 198 0 32 0 166 0 NOx – 2008 198 0 20 0 178 0 NOx Annu – 2009 78 0 12 3 45 45 20 NOx Seas – 2009 51 0 6 25 25 19 Operations Management Summary During the month of November, there were no employee or contractor related OSHA injuries, illnesses, or lost time accidents. The facility has now gone 307 days without an OSHA recordable accident and 1,946 consecutive days without a lost time reportable accident. There were zero Environmental Notices of Violations issued and no near miss events. There were no unit dispatches by PJM for the generating units at McKee Run or the unit at VanSant. Monthly Budget Variance - The actual expenses attributable to O&M of the two sites for the month of November were $365,865. The expenses were $67,307 or 1.169% under the approved budget of $433,172. The principal reason for the positive variance was due to the timing of the arc flash project expenses which were budgeted in the month but will be expensed later in the fiscal year. Risk Management Summary Both spot and forward natural gas prices have risen slightly in response to recent cold weather, overshadowing a modest strengthening in the U.S. dollar. Near-term forward natural gas prices have risen more sharply than outer years. Similarly, forward PJM power prices have observed a similar shape, with near-term forward power prices rising more than outer years. Overall, market forward wholesale Dover power prices for FY 2010-11, FY 2011-12, FY 2012- 2013, and FY 2013-2014 increased between $0.75 and $1.00 per MWh (an increase of about 1.5% to 2%) compared with the last reporting period. 1 To facilitate tracking emission allowances, EPA assigns an identification number and every allowance a serial number. During the allowance transfer transaction, 139 unaccounted SO2 allowances from vintage year 2003-06 were utilized. 2 Corrected 2007 SO2 tons emitted to reflect actual emission for Units 3 & 11. December, 2007 report included emissions for all four units. 3 Approximately 10 tons of NOx Emissions resulted from February McKee testing associated with Pollution Remediation project and June emission testing. Dover Monthly PGAM Report November 2009 - Final 4

The City’s aggregate Cost-of-Service projection for the four years ended 2012-13 is $82.63/MWh; and the risk-adjusted (i.e., with 30-day VaR) value is $85.33/MWh. The City’s portfolio is not currently encroaching on its upside (defensive) cost limit of $87.50/MWh. The City’s projected wholesale Cost-of-Service for each of the current and next four years is shown in the table below: Wholesale Cost-of-Service Summary (Projected) Date Budget December Nov Oct 12/11/2009 Cost- Hedge Ratio Forecasted Cost-of Year-to Cost-of Cost-of Power of- Service w/o w/ Year over Service Service Year Service Solar Solar 2008-09 $/MWh Increase $/MWh $/MWh Budget Plant Plant Budget 2009-2010 $93.26 $91.81 91% 91% 2.0% 1.81% $91.94 $91.41 2010-2011 N/A $84.88 85% 86% -7.5% -5.88% $84.74 $85.28 2011-2012 N/A $80.05 74% 76% -5.7% -11.24% $79.84 $81.15 2012-2013 N/A $73.79 56% 59% -7.8% -18.18% $73.53 $75.08 2013-2014 N/A $74.72 18% 20% 1.3% -17.14% $73.92 $75.92 *FY 08/09 Budgeted Cost-of-Service was $90.18/ MWh Dover Monthly PGAM Report November 2009 - Final 5

2.0 - BUDGET REPORT 2.1 – VARIANCE REPORT Budget Actual Variance Nov-09 Nov-09 Nov-09 Load Forecast 58,037 54,552 3,485 Power Supply Power Supply $3,905,026 $3,905,026 $0 Power Supply Management $240,242 $241,059 ($817) Capacity Charges - Load $1,112,068 $1,117,283 ($5,215) PJM Charges - Load $1,037,223 $408,745 $628,478 Total - Power Supply $6,294,559 $5,672,113 $622,446 Generation Plant Operations $433,172 $365,865 $67,307 Generation Fuel $7,692 $8,091 ($399) Capacity Credits ($999,059) ($999,059) $0 PJM Credits ($5,403) ($93,890) $88,486 Total - Generation ($563,598) ($718,992) $155,394 Emission Allowance Sales Total - Emission Allowance Sales $0 ($147,110) $147,110 Total Power Supply & Generation $5,730,961 $4,953,121 $777,840 Total Power Supply, Generation & Emission Sales $5,730,961 $4,806,011 $924,950 Unit Costs Total – Power Supply $108.46 $103.98 $4.48 Total - Generation + Emission Sales ($9.71) ($15.88) $6.17 Final Cost of Service to City of Dover Ratepayers $98.75 $88.10 $10.65 Dover Monthly PGAM Report November 2009 - Final 6

Budget Actual Variance YTD YTD YTD Load Forecast 350,194 321,752 28,442 Power Supply Power Supply $24,875,160 $24,875,160 $0 Power Supply Management $1,277,287 $1,259,833 $17,454 Capacity Charges - Load $5,671,546 $5,697,889 ($26,343) PJM Charges - Load $6,148,879 $2,364,404 $3,784,476 Total - Power Supply $37,972,873 $34,197,286 $3,775,587 Generation Plant Operations $2,394,609 $2,015,012 $379,597 Generation Fuel $918,186 $105,148 $813,038 Capacity Credits ($5,095,199) ($5,102,147) $6,948 PJM Credits ($1,243,345) ($209,693) ($1,033,653) Total - Generation ($3,025,750) ($3,191,680) $165,930 Emission Allowance Sales Total - Emission Allowance Sales ($57,500) ($276,110) $218,610 Total Power Supply & Generation $34,947,123 $31,005,606 $3,941,517 Total Power Supply, Generation & Emission Sales $34,889,623 $30,729,496 $4,160,127 Unit Costs Total – Power Supply $108.43 $106.28 $2.15 Total - Generation + Emission Sales ($8.80) ($10.78) $1.97 Final Cost of Service to City of Dover Ratepayers $99.63 $95.51 $4.12 Dover Monthly PGAM Report November 2009 - Final 7

2.2 – VARIANCE ANALYSIS Power Supply • As discussed during the June, 2009 Management Committee, City of Dover’s approved budget established in April utilized a preliminary PJM Base Residual Auction values. On June 2nd 2009, PJM announced the final Base Residual Auction for the current FY that resulted in an increase of $5.25 per MW.day UCAP charge ($196.57). In addition PJM also discovered and corrected errors to the variables that calculate the current FY UCAP Obligation. Collectively these charges will result in unfavorable variances each month; and in November the unfavorable variance resulted in $5,215. • The PJM Charges for Load experienced a positive $628 thousand variance due to 6% reduction in demand that displaced the expected Open Position by the same amount; a $200 thousand favorable Basis variance; and a $141 thousand favorable Load Following variances for the month. Furthermore, there was a $12 thousand favorable variance in transmission costs, and an $11 thousand favorable variance in transmission rights credits for the month. Offsetting these favorable variances was a $56 thousand unfavorable variance in the transmission loss refund and a $13 thousand unfavorable variance in the PJM ancillary charges. • The $13 thousand unfavorable variance in Ancillary Services charges resulted from an overcharge of approximately $43 thousand on the November PJM invoice. This overcharge is due to an incorrect application of losses by DPL on Dover’s September 2009 deliveries. Pace has contacted DPL to address this overcharge and the parties have generally agreed to a refund methodology. Pace expects that the appropriate refund will appear on the December 2009 PJM invoice. • For the month a favorable $628 thousand net variance between the Power Supply (fixed positions) and PJM Charges Load (Open positions and transmission etc) was realized through a favorable $275 thousand variance caused by the change in volume and a favorable $353 thousand variance caused by the change in price. Hence, 44% of the variance can be attributed to the change in the volume. • The Power Supply Management variance is merely an estimate at this point. Dover Monthly PGAM Report November 2009 - Final 8

Generations • Plant O&M resulted in a favorable variance of $67 thousand compared to the approved budget of $433 thousand due to the timing of the arc flash project expenses which were budgeted for $75 thousand in the month but will be expensed later in the fiscal year. • PJM Credits realized an $88 thousand favorable compared to the budget due to FERC approval on City of Dover’s reactive supply service compensation effective September, 2009. For the month, PJM credited September, October and November compensations for Dover. Emission Allowance Sales • City of Dover entered and executed 3 separate NOx and SO2 allowances transactions in November. Dover has achieved its Emission Allowance Sales revenue budget for the fiscal year while maintaining an inventory of 3,191 SO2 allowances, 20 Seasonal NOx and 19 Annual NOx allowances for sale at a future date. Dover Monthly PGAM Report November 2009 - Final 9

3.0 – ENERGY MANAGEMENT 3.1 - PURCHASED POWER Management Highlights • Dover’s November load was 54,552 MWh which was 6% below the historic weather normalized load of 58,037 MWh. Hedge volumes accounted for 91% of actual load for the month. • The November All In Unit Energy cost excluding capacity of $83.50 is $5.80 per MWh lower than budget for the month. Actual Load vs Budget Load 100,000 75,000 MWh 50,000 25,000 0 Jul Aug Sep Oct Nov Dec Jan Feb Mar Apr May Jun Budget Actual Dover Monthly PGAM Report November 2009 - Final 10

All In Unit Energy Cost - Actual v Budget $96 $94 $92 $90 $/MWh $88 $86 $84 $82 $80 Jul Aug Sep Oct Nov Dec Jan Feb Mar Apr May Jun Budget ($/MWh) Actual ($/MWh) Budget WA Actual WA Dover Monthly PGAM Report November 2009 - Final 11

Purchased Power Variance Report Budget Actual Variance Nov-09 Nov-09 Nov-09 City of Dover Load Load Obligation (MWh) 58,037 54,552 3,485 Unit Energy Costs ($ per MWh) Energy Cost (inc. Load Following & Pace Fees) $82.81 $76.77 $6.04 Pass Through $5.22 $5.36 ($0.15) Incentive Fees $1.27 $1.36 ($0.10) Total - All In Unit Energy Cost $89.30 $83.50 $5.80 Purchased Power Variance Analysis • Actual Dover load of 54,552 MWh was 6% below the projected November load of 58,037 MWh. • The All In Unit Energy Cost resulted in an favorable $5.80 per MWh variance due to lower than anticipated open position energy costs due to a favorable Basis variance; and favorable Load Following variances for the month. Furthermore, there was a favorable variance in transmission costs, and transmission rights credits. Offsetting these favorable variances was transmission loss refund and PJM ancillary charges for the month. • The Management Incentive fee variance on a $/MWh basis is merely an estimate at this point. PJM Power Balancing and Load Related Fees Purchased Power (Hedges): 49,660 MWh’s @ $78.64/MWh: $3,905,026 Power Balancing and Additional PJM and Energy Manager Fee 4: $1,767,087 Total Cost to Serve Load (54,552 MWh’s) $5,672,113 ALL in $/MWh load cost inclusive of Energy Manager Fees: $103.98/MWh 4 Includes estimated Incentive Fees. Dover Monthly PGAM Report November 2009 - Final 12

3.2 - GENERATION MANAGEMENT • During the month, PJM did not dispatch Dover units into the market. The budget did not expect any generation for the month. Generation MWh's: Actual v Budget 10,000 7,500 MWh 5,000 2,500 0 Jul Aug Sep Oct Nov Dec Jan Feb Mar Apr May Jun Budget Gen Actual Gen Dover Monthly PGAM Report November 2009 - Final 13

2009-10 Generation Production Margin v Budget $500 Thousands $450 $400 $350 $300 $250 $200 $150 $100 $50 $0 Jul Aug Sep Oct Nov Dec Jan Feb Mar Apr May Jun Budget ($) Actual ($) Dover Monthly PGAM Report November 2009 - Final 14

Generation Management Variance Report Budget Actual Variance Nov-09 Nov-09 Nov-09 Self-Supplied Capacity from Gen (MW) McKee Run 1 17 17 0 McKee Run 2 17 17 0 McKee Run 3 100.3 100.3 0 Van Sant 39 39 0 Self Supplied Capacity from Gen (MW) 173.3 173.3 0 Additional Capacity from PJM Incremental Auction 0 1.7 1.7 Total Capacity from Gen (MW) 173.3 175 1.7 Gen Capacity Sales to PJM ($/MW.d) $191.32 $191.32 0 Incremental Auction Sales to PJM ($/MW.d) $0.00 $86.00 $86.00 Power Sales Power Sales (MWh) 0 0 0 Sales Revenue ($ per MWh) $0.00 $0.00 $0.00 Power Sales Revenue ($) $0.00 $0.00 $0.00 Variable Fuel & Transport Fuel Oil No.2 Volume - McKee (gal) 0 0 0 Fuel Oil No.2 - McKee ($/gal) $0.00 $0.00 $0.00 Fuel Oil No.2 Cost of Goods Sold - McKee ($) 5 $0.00 $0.00 $0.00 Fuel Oil No.2 Volume - VanSant (gal) 0 0 0 Fuel Oil No.6 - VanSant ($/gal) $0.00 $0.00 $0.00 Fuel Oil No.2 Cost of Goods Sold - VanSant ($) $0.00 $0.00 $0.00 Gas Volume (Dth) 0 0 0 Unit Gas Price ($/Dth) $0.00 $0.00 $0.00 Variable Gas Cost ($) $0.00 $0.00 $0.00 Transport ($) $0.00 $0.00 $0.00 Variable Gas and Transport Costs ($) $0.00 $0.00 $0.00 Variable Fuel & Transport Costs ($) $0.00 $0.00 $0.00 Testing $0.00 $0.00 $0.00 Generation Production Margin $0.00 $0.00 $0.00 Generation Capacity Payment Total - Generation Capacity Payment ($999,059) ($999,059) $0 5 Fuel oil consumed from testing of atomizing air compressor to be booked into Pollution Remediation CIP with total inventory cost of $15,375.66. Dover Monthly PGAM Report November 2009 - Final 15

Generation Management Variance Analysis Fuel Expense • PJM did not dispatch Dover units into the market nor did the units consume natural gas or fuel oil related to power generation. Generation Production Margin Transaction Volumes Revenue/(Cost) PJM Invoice for Power Sold 0 MWh’s $0 Fuel and Transport 0 dth gas/0 gal #6 oil $0 0 gal #2 oil Generation Production Margin 0 MWh’s $0 The following non-production energy revenues and costs are generally fixed and not directly related to generation dispatch and power production. Effective September, 2009 FERC approved City of Dover’s reactive supply service compensation resulting in approximately $29 thousand revenue per month. For the month, Dover received September, October and November credits. PJM Invoice (Black Start) $5,487 Reactive Supply Credit $88,403 Fuel Oil Tank Heating & Black Start Gas Supply $0 Eastern Shore Demand Charge ($4,489) Eastern Shore Transport and Imbalance Charge $0 Transco Demand Charge ($3,602) Non-Production Energy Revenue/(Costs) $85,799 Dover Monthly PGAM Report November 2009 - Final 16

Fuel and Transportation During the month, there were no unit dispatches by PJM. Date Volume (Dth) Price ($/Dth) Total Commodity Cost ($) Hess Corp Sub-Total 0 $0.00 $0.00 PESCO Sub-Total 0 $0.00 $0.00 NJNG Sub-Total 0 $0.00 $0.00 Total 0 $0.00 $0 Do to the conversion from #6 residual oil to Low sulfur #2 oil the need for a constant supply of natural gas to heat the #6 fuel is no longer required. Some gas will still be required for winter heating of the building(s). Pace will still coordinate with NAES on the procurement of supply. However, this expense will now fall under the plant utility costs and be paid and budgeted for by the station. Dover Monthly PGAM Report November 2009 - Final 17

Gas Transportation Purchased Eastern Shore Natural Gas Pipeline and TransCo agreements provide for deliveries to the McKee Run and VanSant stations. These charges include a firm demand charge and adjustments as follows: ESNG FT Demand Charge $4,489 TransCo FT Demand Charge $3,602 Total Purchases $8,091 Other Gas Purchases Commodity and transportation imbalances on Eastern Shore Pipeline for the month resulted in no charge and it is summarized as follows. Eastern Shore Transport and Imbalance Charges Imbalance/dth Estimated Cost/dth Estimated Total Cost 0 $0.00 $0.00 $0.00 Transport Volume/dth $/dth Total Cost Firm/IT 0 $0.00 $0.00 Net Charge $0.00 Dover Monthly PGAM Report November 2009 - Final 18

Purchased Commodity Fuel Oil Summary Neither McKee Run units nor Van Sant were dispatched into PJM. Between November 30th and December 1st, VanSant tank purchased approximately 53 thousand gallons of fuel oil #2 from Delphi Petroleum to maintain 3 days of load equivalent dispatches for VanSant Unit. Out of 53 thousand gallon total purchases, table provided below (November 2009 Fuel Oil Purchases) shows Delphi’s November delivered 38 thousand gallon transactions. December Monthly Report will provide details on December fuel oil delivery purchases (15 thousand gallons). Tank Inventory Estimates as of November 30 Tank Tank Capacity Inventory In Days of Burn (gallon) (gallon) (Typical Dispatch 6) McKee Run (#2 Fuel 2,554,105 447,675 3 Oil) VanSant 258,000 130,069 3 (#2 Fuel Oil) November 2009 Fuel Oil Purchases Date Vendor #2 Oil Price ($/gal) Total Cost gal 30-Nov Delphi 37,630 $2.143 ($81,366.87) 6 As measured by tank level instruments. Tank levels may change due to oil temperature. Dover Monthly PGAM Report November 2009 - Final 19

3.3 - EMISSIONS AND ALLOWANCE MANAGEMENT After selling allowances in order to meet budgetary requirements in September and November, Dover has made no further transactions this fiscal year. Taking into account Dover’s transactions from September and November, their total revenue for the 2009-2010 fiscal year is $274,080 (see exhibit 1). Dover’s budgeted revenue for all allowance sales during the 2009-2010 fiscal year was $274,000. Dover has emitted 1 ton of SO2, 6 tons of NOX during the NOX seasonal period, and 12 tons of NOX Annual – these emissions levels remain unchanged from the previous monthly report. All units operated for testing purposes, and the appropriate allowance deductions are noted in the table below. Exhibit 1: Emissions and Allowance Summary through November 30, 2009 2009-2010 EMISSIONS & ALLOWANCE SUMMARY SO2 NOx Date Action Allowance Sale Revenue1 Allowance Sale Revenue1 Allocation Price Allocation2 Price Seas. Ann. 1/1/08 2007 549 0 -- -- -- Carryover 1/1/09 2008 2,691 0 Carryover 1/1/09 Initial 2009 2,723 -- -- 51 76 -- -- Allocation N/A 2003-06 139 Carryover 9/29/09 SO2 Sales (1,500) $86 $128,250 11/12/09 NOX Ann. (45) $670 $29,700 Sales 11/13/09 SO2 Sales (1,410) $81 $113,505 11/20/09 NOx Seas. (25) $110 $2,625 Sales 9/30/09 2009 YTD 1 -- -- 6 12 -- -- Emissions3 Totals - Allowances 3,191 -- $241,755 20 19 -- $32,325 $32,325 $241,755 Total Revenue $274,080 Notes: (1) Revenue calculations account for a $.50/ton broker fee for SO2, $10/ton broker fee for NOx annual and $5/ton broker fee for NOX seasonal. (2) Per the Clean Air Interstate Rule, in 2009, NOx emissions will be governed by a seasonal and annual program. The NOx seasonal emissions pertain only to emissions (May 1 – Sep 30), similar to the previous trading regimen. Annual emissions cover the entire year. (3) The 2009 initial allowance allocation accounts for the reinstatement of CAIR while new SO2 and NOx emissions rules are completed. These allocations may changes as the rulemaking process continues. Dover Monthly PGAM Report November 2009 - Final 20

Given current dispatch expectations, the market value of the remaining 2007-2009 Dover allowance inventory is approximately $205,500 at the time of this report. This represents 3,191 SO2 allowances trading at $60/ton, 20 NOx seasonal allowances trading at $75/ton, and 19 NOx annual trading at $660/ton. SO2 The SO2 allowance market continued to slide with the most recent market closing price at $60/ton, down from the mid to low $70/ton range for the same vintage this time last month. Market participants continue to tread lightly as they await the release of new CAIR rules, which are expected to be released sometime in 2010. EPA released their 2008 Acid Rain Compliance report which estimated that the total SO2 allowance bank was 8.6 million to start the year and the annual SO2 emissions through the end of September were only 4.3 million tons. The low demand for allowances and general uncertainty with the future of the regulatory scheme has played a role in the low allowance prices. Dover made two SO2 transactions this fiscal year before the market lost over a quarter of its value ($86/ton and $81/ton respectively). See figure 1. As expected, EPA published their proposed revision to the 1-hour national ambient air quality standard (NAAQS) for SO2. The revised 1-hour standard would be between 50 and 100 parts per billion (ppb). There will be a mandatory comment period before the final rule will go into effect. The NAAQS is currently a 24-hour daily maximum concentration of 140 ppb. Figure 1 – SO2 Prices Since the Start of the Fiscal Year Dover Monthly PGAM Report November 2009 - Final 21

NOx Annual NOx allowance prices fluctuated between $520/ton and $660/ton, where trades were most recently recorded, up from $640/ton a month ago. Seasonal NOX continued to slide, trading most recently at $75/ton down from $107.50/ton in mid-November. See figure 2 and figure 3. As with the SO2 market, the NOX markets remain in flux as uncertainty surrounds future regulations as replacement rules for CAIR will likely not be released until mid-2010. Lower 2009 emissions, combined with better than expected emissions control installations (SCR, SNCR, low- NOX burners, etc.) continue to limit the NOX markets. Figure 2 – NOX annual prices since last monthly report Figure 3 – NOX seasonal prices since last monthly report SO2 and NOx Outlook Overall SO2 and NOX markets are trading way down, with the SO2 and NOX seasonal markets losing substantial value over the last month and a half. SO2 and NOX market participants continue to look to Washington D.C. for some regulatory certainty; however we are still probably months away from any new guidance. With health care, climate change and energy continuing to capitalize most of the attention in congress, it is unlikely that new legislation regulating these pollutants will take place any time soon. As such, EPA will continue to work towards re-promulgating the CAIR rules. Pace continues to closely monitor the NOx and SO2 markets and will provide Dover with assessments of allowance allocations, liquidity, and value as information becomes available. Dover Monthly PGAM Report November 2009 - Final 22

RGGI and Federal Carbon Outlook RGGI held its sixth auction on December 4th. Only 74 percent of the vintage 2012 allowances were sold at the minimum reserve price of $1.86. The over the counter market prices for vintage 2009 allowances fluctuated between $2.29 and $2.03, with the most recent trades at $2.10. With emissions down for 2009 and an oversupply of RGGI allowances, prices are not expected to move much in the near future. Based on projected generation and emissions Dover is projected to have an excess of 70,000 allowances through 2013 with a market value at current prices of $147,000. Figure 4 – RGGI prices since last monthly report The conversion potential of RGGI allowances into federal allowance volume in a national carbon market remains the main support for RGGI pricing. Under both the House passed climate bill and Senate draft climate bill, RGGI allowances would be eligible for federal allowance exchange based on the average auction clearing price for the year the RGGI allowance was issued. For example, for 2009 vintage allowances, the average auction clearing price for this year’s first three auctions is just under $3.00/ton. If in 2012, federal allowances were being auctioned for $12/ton, 2009 vintage RGGI allowances could be traded in at a ratio of 4:1 (4 RGGI allowances would equal 1 federal allowance). On December 8, 2009, EPA made an “endangerment” finding for greenhouse gases (GHGs), stating that high concentrations of GHGs in the atmosphere are a threat to public health and welfare. Under the Clean Air Act (CAA), EPA is now required to promulgate rules to regulate GHGs, should Congress fail to pass climate legislation. The endangerment finding triggers a number of mandatory actions that EPA must undertake that will likely lead to additional permit requirements, mandatory emission reductions, and installation of best available control technology for some stationary sources. A number of unanswered legal and program design questions remain over EPA’s regulation of GHGs, however at minimum this finding provides some motivation to congress to pass legislation as most in congress, the administration, and the EPA prefer GHGs to be regulated through new legislation over EPA unilateral action under the CAA. A new Senate bill drafted by Senators Kerry, Lieberman, and Graham is expected sometime early in 2010. The trio released a broad framework for their bill early in December, however many of the program details are unknown at this time. Dover Monthly PGAM Report November 2009 - Final 23

4.0 – OPERATIONS MANAGEMENT Management Highlights • During the month of November, there were no restricted work days or lost time accidents. The facility has now gone 307 days without an OSHA recordable accident and 1,946 consecutive days without a lost time reportable accident. The plant received no Notice of Violations (NOVs). There were no environmental deviations or other permit deviations during the month. • During the month, there were no units dispatched at either McKee Run Generating Station or VanSant Generating Station. • During a daily shift inspection, the acid/water dilution piping to Cooling Tower 1/2 was found to be broken. Operations completed a LOTO of the acid system and the Maintenance staff made the necessary repairs to the piping thereby alleviating potential environmental issues when the unit is called on. • The Plant has awarded the purchase orders for the three activities of the arc flash analysis. • Some cooling towers work is slated for the spring 2010 which will include decking and structural support repairs. Subsequent years funding will come from the Capital Improvement Projects (CIP) budget. • The Mark IV Controls Replacement project was awarded to Innovative Control Systems (ICS). A kickoff meeting is slated for December 10, 2009. • Several Capital Improvement Projects (CIPs) were submitted to Pace Global and the City of Dover for inclusion into future budgets. • Work continued on the removal of the out of service railroad car unloading station piping. • The following is the NAES Monthly Report as submitted to PGAM Dover Monthly PGAM Report November 2009 - Final 24

NAES Corporation Dover, Delaware November 2009 Monthly Report Franklin Hurley, Maintenance Mechanic, replacing an observation door on the Unit #3 Boiler. Dover Monthly PGAM Report November 2009 - Final 25

Table of Contents 1.0 Environmental, Health and Safety 2.0 Financial 3.0 Operations 4.0 Maintenance 5.0 CIP 6.0 General Plant Information 7.0 Summary of NAES Performance Dover Monthly PGAM Report November 2009 - Final 26

1.0 Environmental, Health and Safety: During the month of November, there were no restricted work days or lost time accidents. The facility has now gone 307 days without an OSHA recordable accident and 1,946 consecutive days without a lost time reportable accident. The plant received no Notice of Violations (NOVs). There were no environmental deviations or other permit deviations during the month. Environmental, Health and Safety Statistics Month Fiscal Year to Date (November 2009) (7/1/09-6/30/10) NOVs 0 0 Opacity Deviations 0 0 Environmental Deviations 0 2 OSHA Recordable 0 0 OSHA LTA's 0 0 First Aid cases 0 0 Restricted Workday Accident 0 0 Near Miss 0 2 Man Hours Worked 3,909.0 22,634.50 Date last OSHA Recordable 1/27/09 Date last Lost Time Accident 4/05/05 Days since last OSHA recordable 307 Days since last Lost Time Accident 1,946 Emissions (NOx & SO2) All data thru 11/30/09 NOx Summary - Year (May-Sept.)Tons Year Unit #1 Unit #2 Unit #3 Unit #11 TOTAL 2008 1.01 0.96 17.0 1.28 20.25 2009 0.9 0.7 4.2 0.6 6.4 2010 0.0 0.0 0.0 0.0 0.0 NOx Summary - Year (Jan-Dec)Tons Year Unit #1 Unit #2 Unit #3 Unit #11 TOTAL 2009 0.9 0.7 10.1 0.6 12.3 2010 0.0 0.0 0.0 0.0 0.0 2011 0.0 0.0 0.0 0.0 0.0 Dover Monthly PGAM Report November 2009 - Final 27

SO2 Summary - Year (Jan.-Dec.)Tons Year Unit #1 Unit #2 Unit #3 Unit #11 TOTAL 2007 6.28 5.31 97.69 0.28 109.56 2008 0.011 0.009 31.0 0.6 31.6 2009 0.0 0.0 0.1 0.2 0.3 Note: *Denoted data is as of 11/30/2009 SO2 Allowances Summary SO2 Allowances SO2 Available Total SO2 SO2 Allowances (Per Unit, Prior to Tons Allowances SO2 Allowance Sold - YTD Sale & Emitted – Balance Vintage Reconciliation) U3 and U11 Unit #3 Unit #11 YTD 2003-2006 139 138 1 0 0 2007 2455 2585 138 98 170 2008 2392 2585 138 32 299 2009 0 2585 138 0 2723 Note: Denoted data is as of 11/30/2009 CAIR NOx Allowances Summary* CAIR CAIR NOx NOx Allowances Available Total NOx Allowance Balance NOx Allowances (Per Facility, Prior to Sale) NOx Tons Allowance Sold YTD Emitted Vintage McKee VanSant McKee Run VanSant Run (Yr/Season) (Yr/ (Yr/Season) (Yr/Season) Season) (Yr/Season) 2009 45/25 73/48 5/3 12/6 16/17 4/2 2010 0 71/46 5/3 0 71/46 5/3 Note *– CAIR legislation is pending revision CO2 Allowances Summary* CO2 CO2 CO2 Allowances Available Total CO2 CO2 Allowance Allowances (Per Facility, Prior to Sale) Tons Emitted Allowance Vintage Sold YTD Balance McKee VanSant Run 2009 0 55,132 1,699 5,785 53,085 2010 0 47,844 1,636 0 49,480 2011 0 35,883 1,227 0 37,110 2012 0 23,922 818 0 24,740 2013 0 11,961 409 0 12,370 Note: All CO2 allowance values are provided by the RGGI CO2 Allowance Tracking System. Dover Monthly PGAM Report November 2009 - Final 28

2.0 Financial Financial – Current Month Month – November 2009 Actual Budget Variance Personnel 246,705 241,148 (5,557) Materials & Supplies 8,836 8,875 39 Administrative Expenses 110,324 183,149 72,825 Total $365,865 $433,172 $67,307 Financial – Fiscal Year to Date Number of Months – 5 Actual Budget Variance Personnel 1,160,280 1,301,815 141,535 Materials & Supplies 32,783 117,975 85,192 Administrative Expenses 821,950 974,819 152,869 Total $2,015,013 $2,394,609 $379,596 2.1 Variance analysis: The original budget for November was $433,172. The actual expenses for November are $365,865 for a favorable variance of $67,307 or 1.16%. The variance was due to the following: PERSONNEL EXPENSES - Labor, overtime, and burdens accounted for a total unfavorable variance of $5,557. This is due primarily to filling shifts due to illness and flex time scheduled. MATERIALS AND SUPPLIES EXPENSES- A favorable variance $39 was realized for the month. ADMINISTRATIVE EXPENSES - A favorable variance of $72,825 was due to the Contractual Services expenses (Arc Flash Project) being incomplete. This project will be completed by March 2010 and will be expensed at that time. March 2010 would then show an unfavorable variance due to this change. Currently the plant’s budget is forecasted to finish this fiscal year at $5,587,206 expensed versus $5,798,711 budgeted placing the budget at a 96.35% rate. Dover Monthly PGAM Report November 2009 - Final 29

3.0 Operations Unit Operations / Outages / Trips During the month, there were no units dispatched at either McKee Run Generating Station or VanSant Generating Station. Month – November 2009 McKee McKee McKee MRS VanSant Total Unit 1 Unit 2 Unit 3 Facility Unit 11 All Units Capacity MW 17 17 102 136 39 175 On Line Hours Hrs 0.00 0.00 0.00 0.00 0.00 0.00 Starts # 0 0 0 0 0 0 Gross Generation MWh 0.0 0.0 0.0 0.0 0.0 0.0 Net Generation MWh 0.0 0.0 0.0 0.0 0.0 0.0 Total Auxiliaries MWh 28.423 28.423 164.820 221.666 4.013 225.679 Auxiliaries purchased MWh 28.423 28.423 164.820 221.666 4.013 225.679 Fuel Gas Used MMBTU 0.0 0.0 0.0 0.0 0.0 0.0 Fuel Oil Used MMBTU 0.0 0.0 0.0 0.0 0.0 0.0 Fuel Oil Used Gallons 0.0 0.0 0.0 0.0 0.0 0.0 Total Fuel MMBTU 0.0 0.0 0.0 0.0 0.0 0.0 Net Heat Rate BTU/KWh 0.0 0.0 0.0 0.0 0.0 0.0 Unit Trips # 0 0 0 0 0 0 Capacity Factor % 0.0 0.0 0.0 0.0 0.0 0.0 Availability Factor % 100.00 100.00 100.00 100.00 100.00 100.00 Commercial % 0 0 0 0 0 0 Unavailability (CU) Planned Outage 0 0 Hours 0 0 0 0 Hours Maintenance Outage Hours 0.0 0.0 0.0 0.0 0.0 0.0 Hours Forced Outage Hours Hours 0 0 0 0 0 0 Reserve Shutdown Hours 720.000 720.000 720.000 2,160.000 720.000 2,880.00 Hours HW Boiler Gas Usage MMBTU 424,545 424,545 Pilot Gas Usage MMBTU 0 0 0 0 # Note: Does not include HWB or Pilot Gas. Fuel usage numbers are taken from fuel flow instruments Dover Monthly PGAM Report November 2009 - Final 30

2009-2010 Fiscal Year-to-Date (5 Months) McKee McKee McKee MRS VanSant Total Unit 1 Unit 2 Unit 3 Facility Unit 11 All Units Capacity MW 17 17 102 136 39 175 On Line Hours Hrs 0.0 0.0 19.133 19.133 6.750 25.883 Starts # 0.0 0.0 2 2 2 4 Gross Generation MWh 0.0 0.0 1,096.836 1,096.836 200.929 1,297.765 Net Generation MWh 0.0 0.0 1,001.557 1,001.557 200.788 1,202.345 Total Auxiliaries MWh 112.472 112.472 870.179 1,095.123 9.955 1,105.078 Auxiliaries purchased MWh 112.472 112.472 774.900 999.844 9.814 1,009.658 Fuel Gas Used MMBTU 0.0 0.0 12,111 12,111 2,715 14,826 Fuel Oil Used MMBTU 0.0 0.0 1,272 1,272 0.0 1,272 Fuel Oil Used Gallons 0.0 0.0 8,402* 8,402* 0.0 8,402* Total Fuel MMBTU 0.0 0.0 13,383 13,383 2,715 16,098 Net Heat Rate BTU/KWh 0.0 0.0 12,092 12,092 13,521 25,613 Unit Trips # 0 0 0 0 0 0 Capacity Factor % 0.0 0.0 1.45 1.45 0.69 1.08 Availability Factor % 85.95 89.15 100.00 93.78 100.00 97.77 Commercial % 0 0 0 0 0 0 Unavailability (CU) Planned Outage Hours Hours 104.500 80.750 0 185.250 0 185.250 Maintenance Outage Hours 0.0 0.0 0.0 0.0 0.0 0.0 Hours Forced Outage Hours Hours 0 0 0 0 0 0 Reserve Shutdown Hours Hours 3,594.500 3,591.250 3,652.867 10,838.617 3,665.250 14,503.867 HW Boiler Gas Usage MMBTU 424,545 424,545 Pilot Gas Usage MMBTU 0 0 0 0 VanSant Lifetime through 11/30/09 Actual Starts Factored Starts Fired Hours VanSant 1195 2017.75 3,941.50 Since HGP - Dec 2004 146 350.05 557.878 Fuel Oil Inventory Monthly Monthly Fuel Monthly FY 09-10 Fuel FY 09-10 Inventory Inventory Purchases Inventory Inventory Purchases Inventory (Start) (End) (Month) (Change) (Start) (YTD) (Change) McKee Run (#2 Fuel Oil) 449,438 447,675 0 (1,763) 337,519 123,045 110,156 VanSant 94,219 130,069 37,630 35,850 94,388 35,681 37,714 (#2 Fuel Oil) Note: As measured by tank level instruments. Tank levels may change due to oil temperature. Note: A fuel oil purchase for VanSant was made in November. Five trucks arrived on November 30, 2009 and two trucks arrived on December 1, 2009 to complete the order. Oil delivery amounts were based on net gallons delivered according to the truck manifests. Dover Monthly PGAM Report November 2009 - Final 31

Capacity Testing – FY 2009-2010 Summer 2009 (June 1- Aug 31) Winter 2009-2010 (Dec 1- Mar 1) Unit Rated Net Reported Net Unit Rated Net Reported Net Capability (MW) Capability (MW) Capability (MW) Capability (MW) 1 17 17.24 1 17 * 2 17 17.59 2 17 * 3 102 102.00 3 102 * VanSant 39 40.30 11 39 * Total 175 177.13 Total 175 * Note: * depicts a unit that has not completed capacity test for the PJM Winter Capacity Demonstration Period in FY 2009-2010. All City of Dover Units are in the revised PJM Winter Capacity Test Exemption Program Team Report: The Operations teams continued to help remove oil from the outside oil lines along with insulation and lagging which is a part of the demolition project. This phase of the project is nearing completion. Operations completed various monthly PMs that they are trained and are capable of completing. The change out of filters on the roof top heat pumps, servicing the sulfur determinator, conducting the monthly chemical inventory, and performing plant radio checks are several of the PM work orders. Operations put the Hot Water System back in service for winter heating by starting up one of the package boilers. Operations has also prepared the Units #1 & #2 boilers for the winter by checking for leaks on the valves and boiler so a nitrogen blanket can be put on the boilers for lay-up until the units are called upon to operate. The operators continue to use the Plant Readiness Program for training and refreshing their plant knowledge on different systems to improve the plant’s reliability. Some of the training involved promotes teamwork with other staff members to work together to find a solution and to promote further discussions on equipment operation. The operators also use the GPi Learning courses to improve their knowledge and skills. The auxiliary operators also continue to work to complete their EDQP program. The operations staff uses the program to train for the next of progression position and/or keep their knowledge level refreshed. Specific General Physics and the PJM Online and NERC courses are also used in the qualification program. Dover Monthly PGAM Report November 2009 - Final 32

4.0 Maintenance During the month of November, plant maintenance staff continued addressing the backlog of work orders. Sixty-four work orders were issued during the month, with sixty-one work orders being completed during the month. The table below summarizes the monthly work order activities. Work Order Report November - 09 Outstanding From Outstanding Previous Issued This Completed at the end of Priority # Months Month This Month the month P1 0 0 0 0 P2 1 0 0 1* P3 4 18 19 3 P4 21 10 10 21 P5 20 0 0 20 P6 0 0 0 0 P7 15 1 1 15 P8 13 0 0 13 P9 13 2 0 15 P6 - 1 0 0 0 0 P6 - 2 0 0 0 0 P6 - 3 0 0 0 0 P6 – 4 0 0 0 0 P6 – 5 0 0 0 0 P6 – 6 0 0 0 0 P6 – 7 0 0 0 0 P6 - 8 0 0 0 0 PM 15 33 31 17 Totals 102 64 61 105 Note: PM's are included in the priority totals *VIM working on VanSant CEMS program problem. Notable activities during the month include: 1) Work continued on the oil removal from the out of service railroad car unloading piping. Maintenance staff, along with Operations staff, has removed the remaining insulation and lagging. Oil piping removal from the railcar unloading area is fifty percent complete. The truck unloading station oil piping still needs to be removed. Weather conditions have caused some of the work to take longer than expected. A recent analysis estimates that the project will be completed no later than early April when warmer temperatures will assist in the oil removal from the remaining pipes. 2) I/C & E technicians were tasked along with Operations staff members to investigate and identify safety alarms settings for OP301 RO and OP602 RO. Alarm points included turbine bearing high/low temperatures, turbine lube oil tank level high/low, ID/FD fan bearing temperature high and boiler superheated steam temperature high. Dover Monthly PGAM Report November 2009 - Final 33

3) During a daily shift inspection, the acid/water dilution piping to Cooling Tower 1/2 was found to be broken. Operations completed a LOTO of the acid system and the Maintenance staff made the necessary repairs to the piping thereby alleviating potential environmental issues when the unit is called on. 4) During a monthly inspection, two conduit manholes were flooded with rain water. After further inspection it was discovered the sump pumps had failed. Water was removed from the manholes and new heavy duty sump pumps were installed. Dover Monthly PGAM Report November 2009 - Final 34

5.0 Capital Improvement Projects (CIP) Project Description Update Number EG0801 MR Fire Protection Progress: Project deferred to 2009 to investigate an alternative System Upgrades technical approach. Task Statement has been developed and put out for bids. Bids are due in early December. Schedule: Plant staff will analyze bids in December and award contract in early January. EG0804 MR Pollution Progress: Change out of fuel oil equipment has been completed. Remediation Units 1, 2 and 3 have successfully made the conversion and Equipment successfully completed a Winter Period Capacity Test. The plant received letters (2) from the DNREC. The first letter provided the NOx emission rates for Units 1, 2 and 3. The second letter provided concurrence from the DNREC that the multicyclones were not a pollution control device and that they could be removed from the operating permit once the plant submits the necessary forms. Schedule: The plant has contracted with a vendor to put the documentation together for plant review and submission. This is expected to be completed by the end of November. Once submitted, it could be several months before the administrative amendments are made in the Title V Permit. The plant did receive verbal notice form the DNREC that the plant is no longer subject to Del. Reg. 1146. Additional testing & tuning needed to optimize Unit 3 operation will be done as opportunities arise with dispatch by PJM. EG0904 MR & VS Arc Flash Progress: The Plant has awarded the bids for the arc flash relay Analysis and breaker work to reduce arc flash exposure levels. The total work could last as long as twelve weeks pushing the work out to the first of next year. Schedule: There are three separate tasks; relay work, replacement of breakers and the modifications of several breakers. Completion of all of these tasks should by March 2010. EG1001 VanSant Mark IV Progress: The COD approved the project at the council meeting in Controls Upgrade November. The bid has been awarded to Innovative Control Systems and they will be at the plant on December 10th for inspection of the project. The plant is in the process of gathering prints and information to help with the job process. Schedule: Engineering, design and procurement to follow with installation and testing of system in addition to operational testing of the system in May 2010. Dover Monthly PGAM Report November 2009 - Final 35

McKee Run Plant Progress: Task statement and work scope is being developed Paving for distribution in late 2009. The start date for the actual work is being delayed in part because of the COD water line project that is currently in the planning/implementation stage which will require tearing up part of the plant roadways EG1002 during the new water line installation phase. Schedule: Working with the City of Dover to combine this work with other COD paving project work in time for a Spring 2010 completion once the COD water line project at McKee Run has been completed. Miscellaneous Progress: This project is for the unexpected needs that may Capital Equipment occur during a budget year that were unexpected due to EG1003 Replacements equipment failure for example. Schedule: The funding is in place. To date, items requiring replacement include the cooling water pump motor at VanSant. McKee Run Progress: The bids are going to have to be resubmitted for Warehouse & fire protection system for the turbine and the warehouse after EG1004 Administration a meeting with the Fire Marshall clarified the minimum Building Fire system requirements. Schedule: Work is projected to be Protection completed in early 2010. Computerized Progress: The bid advertisement was placed in the Maintenance newspapers in October and the bids are due in by December EG1005 Management System 9th. Schedule: This project should be completed by early 2010. Progress: Discussions have been held to finalize project scope Unit #3 Boiler with consideration of the plant craft doing the removal. EG Cyclone Separator 1006 Removal Schedule: The project should be completed in the second quarter of 2010. Progress: Discussions have been held to finalize the project Unit #2 Boiler scope with consideration of the plant craft doing the removal. EG Cyclone Separator 1007 Removal Schedule: The project should be completed in the second quarter of 2010. Progress: Discussions have been held to finalize the project Unit #1 Boiler scope with consideration of the plant craft doing the removal. EG Cyclone Separator 1008 Removal Schedule: The project should be completed in the second quarter of 2010. Dover Monthly PGAM Report November 2009 - Final 36

5.1 CIP Budget Original Latest Project Budget Estimate Description Number ($ X 1000) ($ X 1000) MR Fire Protection System EG0801 100 75 Upgrades MR Pollution Remediation EG0804 3800 3267** Equipment MR & VS Arc Flash Analysis Phase EG0904 125 75* II EG1001 VanSant Mark IV Controls Upgrade 700 625 EG1002 McKee Run Plant Paving 240 240 Miscellaneous Capital Equipment EG1003 51 51 Replacements McKee Run Warehouse & EG1004 Administration Building Fire Protection 55 55 Computerized Maintenance EG 1005 Management System 85 85 Unit #3 Boiler Cyclone Separator EG 1006 Removal 51 51 Unit #2 Boiler Cyclone Separator EG 1007 Removal 36 36 Unit #1 Boiler Cyclone Separator EG 1008 Removal 36 36 *$50K removed and put into O&M budget - $41K was actual Phase I cost. The remaining $75K was put into the 2010 O&M budget **Includes latest projection for fuel usage for testing and money received for generation during testing The costs for the McKee Run Pollution Remediation Project, EG0804, for the month of November were $8,250.46..The costs to date are $2,797,692.86.. Dover Monthly PGAM Report November 2009 - Final 37

6.0 General Plant Information Training: The GPI online training which supports our safety, OSHA, and environmental training are being used by the teams to complete their training for the year. Along with the GPI OSHA training the plant personnel review the plant’s safety procedures for their required training for the year. The PJM Generation Systems Operator exam study groups continue to meet during the month with different study topics. The study group focuses on subjects that are covered on the exam. This month’s topics were Computer and Telecomm systems, Reporting, Operation Planning & Scheduling, Generation Control and Performance, and Emergency Operations. Topics discussed during the monthly safety committee meeting were reviewed by the entire staff. This month’s safety topic was “Complacency”. Other Events The Plant has awarded the purchase orders for the three follow up activities of the arc flash analysis in order to reduce the exposure limits to plant personnel. The relay work was awarded to Reuter/Hanney who is expected to start the week of December 14th. One phase of the breaker work was awarded to Camco and work should start toward the end of December. Unit 1 & 2 molded case breaker work was awarded to BCS Switchgear. This work should start in the beginning of December for Units 1 & 2 and continue until the middle of January 2010. Some cooling towers work is slated for the spring 2010 which will include decking and structural support repairs. Subsequent years funding will come from the Capital Improvement Projects (CIP) budget. Repairs will be addressed over a three year period which will provide improved reliability and efficiency to both cooling towers. The Mark IV Controls Replacement project was awarded to Innovative Control Systems (ICS). A kickoff meeting is slated for December 10, 2009, at which time the planning calendars and additional information will be shared. The work is expected to be completed no later than June 2010. Several Capital Improvement Projects (CIPs) were submitted to Pace Global and the City of Dover for inclusion into future budgets. The plant’s O & M budget is going through the final stages of review and it is expected to be submitted to the City of Dover towards the end of December. New Christmas tree lights were installed on the Unit 3 stack and are visible from miles away. The new lights are LEDs which are brighter, less costly to operate, more durable and have a longer operational life than the older incandescent lights that were formerly used. It should be considered a “Best Practice” to evaluate lighting systems and, where cost effective, replace with LEDs. Dover Monthly PGAM Report November 2009 - Final 38

Plant staff has been working on performance appraisals for their direct reports during the latter part of the month. The appraisal process is expected to be completed no later than December 9, 2009, Start up oil gun tips for Units 1 and 2 have been received from and will be tested in Unit 1 to determine whether the unit could start up on #2 fuel oil if natural gas becomes unavailable. This test is slated for the first week of December. Calendar of Events Date Winter Capacity Period December 1, 2009 to February 28, 2010 One Year Accident Free Target January 27, 2010 McKee Run and VanSant Title V Annual Certification Due February 1, 2010 SO2 Emissions Reconciliation Due February 28, 2010 SARA III Report March 1, 2010 Annual VanSant Black Start Test March 15, 2010 VanSant Controls Replacement Project March 15, 2010 – May 3, 2010 #3 Unit Annual Inspection March 9 to May 3, 2010 EIA-923 Report April 15, 2010 NOx Ozone Season Starts May 1, 2010 Fiscal Year 2009-20010 Ends June 30, 2010 IBEW Contract Expires June 30, 2010 McKee Run and VanSant Title V Semi-Annual Certification Due August 1, 2010 PJM Summer Capacity Test Period June 1, 2010- August 31, 2010 NOx Ozone Season Ends September 30, 2009 #1 Unit Annual Inspection October 5 to October 11, 2009 #2 Unit Annual Inspection October 12 to October 18, 2009 Dover Monthly PGAM Report November 2009 - Final 39

7.0 Summary of NAES Performance to Date Plant Performance FY 2009-2010 Measure Month Year to Date YTD FY Maximum Incentive Incentive Commercial Unavailability (CU) 0% 0% $88,611 $88,611 Safety 0 0 $16,614 $16,614 Environmental 0 0 $16,614 $16,614 Capacity Tests Summer Winter Summer Winter Completed Unit 1 No No Yes No $1,662 $3,323 Unit 2 No No Yes No $1,662 $3,323 Unit 3 No No Yes No $9,969 $19,938 Unit 11 No No Yes No $3,323 $6,646 Total YTD Total YTD 89.29% $138,454 $155,069 Incentive % Incentive Dover Monthly PGAM Report November 2009 - Final 40

APPENDICES I. PJM INVOICE BREAKDOWN The PJM bill is a record of all Electricity Transactions, Transmission Services, Ancillary Services and Miscellaneous fees that allow the PJM to operate. Below is a list of the line items on the PJM bill including all generator activity. PJM Bill Line Items Gen Load Net Day Ahead Energy $0.00 ($161,716.93) ($161,716.93) Realtime Energy $0.00 $4,706.58 $4,706.58 Transmission Losses Credits $0.00 $40,885.35 $40,885.35 Network Integration Transmission Service Charges $0.00 ($209,242.20) ($209,242.20) Inadvertent Interchange Charges $0.00 $897.16 $897.16 Regulation Charges $0.00 ($12,353.02) ($12,353.02) Synchronized Reserve Charges $0.00 ($8,808.72) ($8,808.72) Balancing Operating Reserves Charges $0.00 ($1,326.58) ($1,326.58) Day Ahead Operating Reserves Charges $0.00 ($7,886.71) ($7,886.71) Day-ahead Scheduling Reserve $0.00 ($124.32) ($124.32) Synchronous Condensing Charges $0.00 ($24.15) ($24.15) Reactive Services Charges $0.00 ($5,550.80) ($5,550.80) Meter Correction Charges $0.00 ($51.54) ($51.54) Day-ahead Operating Reserve for Load Response $0.00 $0.00 $0.00 Balancing Operating Reserve for Load Response $0.00 ($0.19) ($0.19) Balancing Operating Reserves Credits $0.00 $0.00 $0.00 Day Ahead Operating Reserves Credits $0.00 $0.00 $0.00 Locational Reliability Charges $0.00 ($1,133,549.70) ($1,133,549.70) Capacity Transfer Rights Credits $0.00 $16,259.10 $16,259.10 Capacity Resource Deficiency Credits $0.00 $7.45 $7.45 Demand Response and ILR Compliance Penalty Credits $0.00 $0.00 $0.00 RPM Auction Credits $999,058.80 $0.00 $999,058.80 Auction Revenue Rights Credits $0.00 $50,499.90 $50,499.90 Synchronized Reserve Credits $0.00 $0.00 $0.00 PJM Scheduling System Control and Dispatch Service Charges $0.00 ($3,937.42) ($3,937.42) Transmission Owner Scheduling System Control and Dispatch Service Charges $0.00 ($4,123.38) ($4,123.38) Reactive Supply and Voltage Control from Generation Sources Service Charges $0.00 ($27,962.43) ($27,962.43) Reactive Supply Credit $88,402.74 $0.00 $88,402.74 Black Start Service Charges $0.00 ($1,422.87) ($1,422.87) North American Electric Reliability Corporation (NERC) Charge $0.00 ($377.38) ($377.38) Reliability First Corporation (RFC) Charges $0.00 ($482.80) ($482.80) Expansion Cost Recovery Charges $0.00 ($431.40) ($431.40) Transmission Enhancement Charges $0.00 ($5,759.60) ($5,759.60) Black Start Service Credits $5,486.77 $0.00 $5,486.77 Non-Firm Point-to-Point Transmission Service Credits $0.00 $1,202.34 $1,202.34 Generation Deactivation $0.00 $789.19 $789.19 Market Monitoring Unit (MMU) Funding $0.00 ($299.32) ($299.32) Organization of PJM States, Inc. (OPSI) Funding $0.00 ($34.97) ($34.97) FERC Annual Recovery $0.00 ($3,096.71) ($3,096.71) Peak-Hour Period Availability (EFORp) $0.00 $0.00 $0.00 PJM Membership $0.00 ($5,000.00) ($5,000.00) Dover Monthly PGAM Report November 2009 - Final 41

DPL Settlement B $0.00 ($43,364.22) ($43,364.22) PPA $0.00 ($4,348.11) ($4,348.11) $1,092,948.31 ($1,526,028.40) ($433,080.09) II. LOAD, ALL IN ENERGY AND ALL IN COST OF SERVICE TABLE Budget Load Actual Load Budget AIE Actual AIE Actual YTD AIE Budget AICS Actual AICS Actual YTD AICS (MWh) (MWh) ($/MWh) ($/MWh) ($/MWh) ($/MWh) ($/MWh) ($/MWh) Jul 81,189 71,704 $93.76 $93.11 $93.11 $99.69 $102.69 $102.69 Aug 82,798 78,462 $94.09 $88.18 $90.53 $101.24 $93.72 $98.00 Sep 67,000 60,040 $93.03 $90.91 $90.64 $99.53 $97.30 $97.80 Oct 61,170 56,994 $89.63 $85.82 $89.61 $98.32 $94.14 $97.02 Nov 58,037 54,552 $89.30 $83.50 $88.58 $98.75 $88.10 $95.51 Dec 59,534 $89.46 $99.70 Jan 64,805 $92.14 $100.84 Feb 63,547 $91.38 $97.04 Mar 58,753 $90.80 $99.03 Apr 56,824 $92.10 $101.53 May 62,655 $91.96 $99.69 Jun 72,496 $94.17 $105.37 Dover Monthly PGAM Report November 2009 - Final 42

III. GLOSSARY All In Unit Energy Cost ("AIE") accounts for the wholesale energy costs excluding capacity obligations, capacity credits for Dover-owned generation, generation revenues, generating plant costs, the black start ancillary services credit for the Van Sant plant, and revenues associated with the sale of emission allowances. The AIE includes the costs from settling the hedged or forward transactions; the energy bought on the ISO (Independent System Operator or PJM) day-ahead to cover the open position (un-hedged); load following costs associated with balancing the actual load in the ISO real-time market; energy management service related fees; the ISO transmission charges and credits to load serving entities; the ISO ancillary services charges such as generation regulation, spinning reserve, and reactive power; and the ISO administrative charges and cost of service recovery fees. All In Cost of Service ("AICS") accounts for the net cost of wholesale power to the City of Dover Electric Utility. The AICS starts with the AIE and adds the costs or credits from capacity obligations, capacity credits for Dover-owned generation, generation revenues, generating plant costs, the black start ancillary services credit for the Van Sant plant, and revenues associated with the sale of emission allowances. Black Start is a generating ancillary service that is the process of restoring a generating plant to service without the support of an external power supply to power auxiliary equipment needed for start up operations. Capacity UCAP Obligated Purchased is the obligation and payment by all load serving entities in PJM including Dover for the Unforced Capacity (UCAP) requirement from PJM that satisfies the PJM reserve requirements. Generation Capacity Credit: is the credit provided to generators for supply capcity to the system. The price is determined by the PJM Reliability Pricing Market auction process that includes three auctions for each capacity year. Generation Production Margin accounts for the variable margin excluding variable O&M and emissions. The Generation Production Margin is calculated by taking the PJM revenues credited to the plant including any balancing charges or credits less the fuel costs. Generation Production Margin includes both “Economic and reliability dispatch” and “Testing.” Economic and reliability dispatch equals the margin achieved when Dover’s generating plants are dispatched by PJM for either economic dispatch (the system energy price is greater than the Dover bid price) or reliability dispatch whereby PJM pays the generating cost of the plants for the hours the plant is run to support the system. Generation Testing equals the Generation Production Margin associated with testing. This is usually expected to be a negative margin because the plant is potentially being dispatched / run when energy prices do not cover its costs. Non-Production Revenue equals the credits from PJM to Dover for Generation Capacity Credit, the Black Start Revenue and the sales by Dover of Emission Allowances. Dover Monthly PGAM Report November 2009 - Final 43