COUNCIL PACKET

REGULAR COUNCIL MEETING AGENDA February 22, 2010 - 7:30 P.M. - Council Chambers - City Hall - City of Dover OPEN FORUM - 15 MINUTES PRIOR TO OFFICIAL MEETING (7:15 P.M.) INVOCATION BY CHAPLAIN WALLACE DIXON PLEDGE OF ALLEGIANCE AGENDA ADDITIONS/DELETIONS * CONSENT AGENDA Those items on the Council Agenda which are considered routine and non-controversial shall be marked with an asterisk (*) and will be acted upon by a single roll call vote of the Council. There will be no separate discussion of these items unless a member of Council so requests, in which event the matter shall be removed from the Consent Agenda and considered a separate item. * 1. Adoption of Minutes - Regular Council Meeting of January 25, 2010 2. Presentations A. Certificate of Appreciation - Snow Storm Workers B. Recognition of Service - Brian E. Lewis - Dover Human Relations Commission - October 13, 2008 through February 1, 2010 C. Contribution to the Capital Campaign of the Dover Public Library Building Fund - Becker Morgan Group 3. Proclamation - Black History Month 4. Proposed Resolutions A. Apology for Slavery in Delaware (Dover Human Relations Commission) B. Resolution #2009-21 Authorizing the Issuance and Sale of up to $2,404,017 Water and Sewer Revenue Bonds (Delaware Drinking Water State Revolving Loan Fund) 5. Rescheduling of Public Hearing/Final Reading - Rezoning Property located at 1051 College Road, owned by Lands of JNK, LLC, consisting of 4.32+/- acres, less a street right-of-way area consisting of 0.55+/- acres that divides the original tract into two pieces. These properties are currently zoned R-8 (One-family Residence) and the proposed zoning is RG-2 (General Residence) The First Reading of proposed Ordinance #2009-29 was accomplished during the Council Meeting of November 23, 2009. This item was tabled by the Planning Commission until March 15, 2010. It is recommended that the Public Hearing/Final Reading be rescheduled for April 12, 2010.

Council Agenda February 22, 2010 Page 2 6. Utility Committee Report - January 25, 2010 A. White Oak Solar Project * a-1. Energy Land Lease (Committee Recommended Authorizing the City Manager to Execute the Ground Lease Agreement with White Oak Solar Energy, LLC, as per the Terms Outlined in the Lease) * a-2. Energy Interconnection Agreement (Committee Recommended Authorizing the City Manager to Execute the Small Generator Interconnection Agreement with White Oak Solar Energy, LLC, as per the Terms Outlined in the Agreement) * a-3. Energy Transmission Tariff (Committee Recommended Adoption of the Tariff Titled 69 KV Delivery Service Classification to the Grid for White Oak Solar Energy, LLC, and to Recognize this as a Standard City of Dover Electric Tariff) * B. PACE/NAES Monthly Report (November) (Committee Recommended Acceptance of the Report) 7. Legislative, Finance, and Administration Committee Report - January 25, 2010 * A. Review and Recommendations - Filling Critical Positions a-1. Fire Chief’s Assistant (Committee Recommended Approval of Hiring Request) a-2. Assistant to the Community Development Manager (Temporary/Part-time Employee CDBG - Grant Funded) (Committee Recommended Approval of the Request to Recruit for a Temporary, Part- Time Employee to Assist with the Housing Rehabilitation Program and the Neighborhood Stabilization Program, in an Amount Not to Exceed $10,000) B. Review of Extension - Title V Criminal Justice Council Grant - Girls Circle (Committee Recommended Approval of the Submission of a Formal Application for the Third Year of Funding for the Title V Grant Through the Criminal Justice Council) * C. Proposed Ordinance #2010-05 - Chapter 2 - Administration, Article VI - Other Post-Employment Benefits Fund, Section 2-505 - Medicare Part B Premium Reimbursements (See Item #11-A) (Committee Recommended Adoption of Ordinance #2010-05) * D. Discussion - Requirement that Council, Committee, Commission, and Board Members Step Down When Running for Other Office (Committee Tabled this Item for Further Discussion) * E. Final Report - Revenue/Cost Saving Ideas Submitted for Consideration (Committee Deferred Due to Time Constraints)

Council Agenda February 22, 2010 Page 3 * 8. Safety Advisory and Transportation Committee Report - January 27, 2010 A. Request for Amendment to Chapter 18 - Animals, Section 18-16 - Keeping Bees (Committee Action Not Required) B. Central Delaware Chamber of Commerce Transportation Recommendations (Committee Recommended That the City Encourage the Chamber of Commerce to Continue with this Process and Look Forward to the Final Recommendations) C. Waiver Request to Allow for the Creation of a Lot Without Public Street Frontage - Garrison Oak Technical Park (Committee Recommended Approval of the Request for Waiver from the Street Frontage Requirements for the Garrison Oak Solar Park Lot 15, as Recommended by the Planning Commission) D. Discussion - Alcohol Related Issues (Committee Recommended That Staff Be Authorized to Begin the Process of Drafting Ordinances to Address the Concerns of the Community) E. Briefing on Delaware Department of Transportation (DelDOT) Projects (Committee Action Not Required) F. Briefing on City of Dover Projects (Committee Action Not Required) G. Briefing on Dover/Kent County Metropolitan Planning Organization (MPO) Projects (Committee Action Not Required) * 9. Monthly Reports - December 2009 A. Budget Report B. Chief of Police Report C. City Assessor Report D. City Manager’s Report E. City Planner’s Report F. Dover Fire Department Report G. CIP Report * 10. Annual Report - Dover Human Relations Commission 11. Evaluation of Bids A. Substation Potential Transformers (PT) and Current Transformers (CT) Purchase B. Construction Documents - Dover Public Anchor Library 12. Retail Voluntary Customer Demand Response Tariff 13. Letter in Opposition to House Bill #194 - Addition of New Gambling Venues in Delaware 14. Selection of Polling Places for 2010 Regular Municipal Election

Council Agenda February 22, 2010 Page 4 * 15. Appointments A. Ad-Hoc Health Benefits Committee a-1. Thomas J. Leary, Council Member a-2. Beverly C. Williams, Council Member a-3. Anthony J. DePrima, City Manager (Ex Officio) a-4. Kimberly D. Hawkins, Human Resources Director a-5. Donna S. Mitchell, Controller/Treasurer a-6. David Spicer, FOP Representative a-7. Paul M. Simon, IBEW Representative a-8. Kenneth Clendaniel, IUE/CWA Representative a-9. Stephen A. Enss, Non-Bargaining Representative B. OPEB Trust Fund Board b-1. Kenneth L. Hogan, Council Member b-2. James G. McGiffin, Jr., Council Member b-3. Anthony J. DePrima, City Manager b-4. Donna Mitchell, Controller/Treasurer b-5. Kimberly D. Hawkins, Human Resources Director 16. Rezoning Request/First Reading (Recommended for referral to the Planning Commission on March 15, 2010 and that a Public Hearing be set for April 12, 2010 at 7:30 p.m.) A. Property located on the south side of White Oak Road, 1,340+/- feet west of Long Point Road, owned by TLFD Management, LLC. The property, consisting of 12.73+/- acres, is currently zoned R-20 (One Family Residence) subject to SWPOZ (Source Water Protection Overlay Zone) and the proposed zoning is R-8 (One Family Residence) subject to SWPOZ (Source Water Protection Overlay Zone) 17. First Reading - Proposed Ordinance #2010-05 with Proposed Amendment No. 1 The First Reading is offered on the following proposed ordinance. Final action by Council will take place during the Second Reading of the ordinance on March 8, 2010. Copies of all proposed ordinances are available at the entrance of the Council Chambers or can be obtained from the City Clerk's Office. A. CHAPTER 2 - ADMINISTRATION , ARTICLE VI - OTHER POST -EMPLOYMENT BENEFITS FUND , SECTION 2-505 - MEDICARE PART B PREMIUM REIMBURSEMENTS (Legislative, Finance, and Administration Committee) 18. Final Reading - Proposed Ordinance #2010-03 The First Reading of the Proposed Ordinance was accomplished during the Council Meeting of January 25, 2010. Copies of the proposed ordinance are available at the entrance of the Council Chambers. A. FY 2009 BUDGET BALANCES AND PROJECTED CARRY FORWARD BALANCES 19. Council Members Announcements /tm S:\ClerksOffice\PACKETS\2010\Council\02-22-2010\02-22-2010.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.

REGULAR COUNCIL MEETING The Regular Council Meeting was held on January 25, 2010 at 7:30 p.m. with Council President Williams presiding. Council members present were Mr. Leary, Mrs. Russell, Mr. McGlumphy, Mr. Slavin, Mr. McGiffin, Mr. Hogan, Mr. Salters, and Mr. Ruane. Council staff members present were Police Chief Horvath, Ms. Russell, Mrs. Mitchell, Mrs. Townshend, Fire Chief Christiansen, Mr. DePrima, City Solicitor Rodriguez, Mrs. McDowell, and Mayor Carey. OPEN FORUM The Open Forum was held at 7:15 p.m., prior to commencement of the Official Council Meeting. Council President Williams declared the Open Forum in session and reminded those present that Council is not in official session and cannot take formal action. There was no one present wishing to speak during the Open Forum. The invocation was given by Chaplain Dixon, followed by the Pledge of Allegiance. AGENDA ADDITIONS/DELETIONS Mr. McGiffin moved for approval of the agenda as presented, seconded by Mr. Leary and unanimously carried. Mr. McGlumphy moved for approval of the consent agenda, seconded by Mr. McGiffin and carried by a unanimous roll call vote. ADOPTION OF MINUTES - REGULAR COUNCIL MEETING OF JANUARY 11, 2010 The Minutes of the Regular Council Meeting of January 11, 2010 were unanimously approved by motion of Mr. McGlumphy, seconded by Mr. McGiffin and bore the written approval of Mayor Carey. C ER T I F I C A T E O F A P PR E C I A T I O N A N D C O N G R A T U L AT I ON S - CHARLES WASHINGTON, JR. The following Certificate of Appreciation and Congratulations was read into the record by Mayor Carey: CERTIFICATE OF APPRECIATION AND CONGRATULATIONS Be It Hereby Known To All That The Mayor and Council Commend CHARLES WASHINGTON, JR. for dedicated service to the City of Dover March 1992 - January 2010 17 Years of Service The Mayor and Council Extend Sincere Appreciation and Congratulations

CITY COUNCIL MEETING OF JANUARY 25, 2010 PAGE 2 Mayor Carey presented the Certificate to Mr. Washington and relayed appreciation for the dedicated service he provided during his employment to the City of Dover and the residents. Ms. Sharon Duca, Water/Wastewater Manager, explained how critical it is to maintain the City’s infrastructure and that part of the maintenance is to provide protection of the infrastructure. She stated that Mr. Washington has played an important role in protecting the City’s infrastructure and thanked him for the services provided. Mr. Washington thanked God, his family, and the City of Dover for giving him the opportunity to serve and for the experience. PRESENTATION - HOLZMAN MOSS - DESIGN DEVELOPMENT REPORT - DOVER ANCHOR LIBRARY Mr. Doug Moss of Holzman Moss introduced those that are integral to the design development for the Dover Anchor Library, as follows: Mr. Gregg Moore, Becker Morgan Group (Landscape Architecture, Civil Engineering, and local liaison); Mr. Jerry Dougherty, EDIS (Project Manager); and Mr. Brian DiSabitino, Principle with EDIS. Mr. Moss and Mr. Dougherty reviewed a Presentation entitled “Dover ‘Anchor’ Public Library” (Exhibit #1). Ms. Marjory Cyr, Library Director, referred to the “Fundraising” phase of this project and advised members that the State of Delaware will match eligible construction costs for new libraries at 50%; therefore, it is anticipated that the State will contribute $10.6M to this project. She stated that the City has already received a commitment from the State in the amount of $5.1M and that the City has submitted an additional request for $5M for the remainder of the State’s contribution. She expressed the importance of moving forward with the project and for the City to show that the funds that have been committed are spent and ensure the State that the remaining $5M funds requested will be spent. Ms. Dorothy Snyder, President of the Dover Public Library Advisory Commission, advised members that, approximately 20 years ago, the City Council authorized the creation of the Dover Public Library Advisory Commission and she introduced some of its original members: Mr. John Hindman, Mrs. Goldie Legates, Mr. Lee Carey, and Dr. Ed Goate (unable to attend) and current members: Mr. David Lewis and Ms. Lois Dunning. Ms. Cyr requested all other Library supporters in attendance at the meeting to stand (it is noted that several in attendance stood). Ms. Donna Stone, Chair of the Capital Campaign for the Dover Anchor Library, expressed her enthusiasm for this project since its inception. It is her belief that the new library will enhance the quality of life for the City and the community. Referring to a quote by Lady Bird Johnson, “there is perhaps no more democratic place in any community than the public library. The only entrance requirement is interest”, Ms. Stone advised members that over 1,100 people per day exhibit their interest in entering the Dover Public Library and that this number will continue to grow. With the

CITY COUNCIL MEETING OF JANUARY 25, 2010 PAGE 3 vision and leadership of City Council and the citizens of Dover, she felt assured that the new library would become a reality for our community. Ms. Anne Norman, State Librarian, addressed members on behalf of First Lady Carla Markell and Secretary of State Jeff Bullock to convey their continued support for the Dover Public Library and express appreciation for the City of Dover’s leadership in providing quality, professional, library services from the Capital of the State for more than 100 years. She stated that the State has acknowledged this leadership in recent years by designating the Dover Public Library as an anchor library. The State contributes additional funds each year to support the Dover Public Library in providing services to residents throughout the County. Ms. Norman indicated that the Dover Public “Anchor” Library project has been the number one priority of the Delaware Division of Libraries and also the Council on Libraries since the release of the 2005 Master Plan for Libraries, actually this entire decade. Throughout this decade, the severe space challenges have significantly limited the services that can be provided. Many more services could be provided in a new larger facility that is not only environmentally friendly but designed for the evolution of library technologies. She noted that the City and State are having to make very difficult decisions in the tough economic times, and are limiting expenses to essentials and those that will deliver a return on investment. For those projects that are ready for construction, the State is recommending several million of the very scarce capital dollars to meet the State’s construction obligations; therefore, she explained that the State’s commitment is contingent on the City’s endorsement for moving forward with this project. Ms. Norman explained that libraries are the reflection of the aspirations of a community and, as the capital City, the Dover Public Library reflects the aspirations of the State. She requested that all continue with the courage and conviction that this investment in the library will enable the residents of Dover, Kent County, and Delaware to achieve their highest potential. Ms. Cyr announced that today was the “kick off” day for the Capital Campaign, which is a very ambitious campaign, and she felt confident that it will be successful. Before the campaign actually began, she advised members that $90,024 in pledges and gifts have been received. Mr. Ruane relayed appreciation for the presentation and thanked everyone for their enthusiasm in regards to this project, feeling that it has reinforced the dedication shown by the community during the past 20 years. He thanked everyone for their continued efforts and noted that he supports the project moving forward. Mr. Slavin also thanked everyone who has participated in this project. With regards to the value of the project, he noted that this project would improve economic development, downtown revitalization, etc. and that it is projected to carry no debt. Of all the projects presented to the City, it was his opinion that this project has been one of the most creative projects as it relates to finance and design. Considering that this is a $20M project and the City’s contribution is $3.7M, Mr. Slavin calculated that for every dollar put aside for this project, staff has leveraged an additional $5. Should members be interested in the effect such a project has had on other communities, he suggested that they visit Newark and Milford to observe what the funding has done for their libraries and what their libraries have done for their communities. He concurred with a previous statement made by Mr. Moss regarding the magnitude of change that will come to this community. Mr. Slavin relayed his full support and endorsement and encouraged everyone to move forward with this project.

CITY COUNCIL MEETING OF JANUARY 25, 2010 PAGE 4 Mr. Salters stated that there is a cultural aspect involved with the proposed library facility and that the community could benefit from the additional space. Council President Williams relayed appreciation for everyone coming forward to show their support for this project. Mr. McGiffin indicated his 100% support and enthusiasm for this project. PRESENTATION - TYLER TECHNOLOGIES - REVALUATION Mrs. Russell, City Assessor, introduced Mr. Paul Miller of Tyler/CLT, who was hired to conduct a City-wide property tax revaluation, which began in January 2009. Mr. Miller reviewed a Presentation of the Revaluation Project (Exhibit #2). Members were also provided a copy of the Notice of Property Revaluation that will be sent to property owners (Exhibit #3). In response to Mr. Ruane regarding the “lag” time between the most recent sales data and the property tax revaluation, Mr. Miller explained that the residential review was conducted in December and that the reviewer would have utilized sales data from mid-November; however, this information is constantly being reviewed and updated accordingly. When there is a sale, he stated that he utilizes the information to compare it with the predicted value on the property. Mr. Miller advised members that every commercial property was visited and valued. Responding to Mr. DePrima, Mr. Miller confirmed that, although there has been a trend down for sales, the current property values have not gone below the 2005 values established in 2005, which was the base year. PROPOSED RESOLUTION #2009-22 - APPROVING STREET ABANDONMENT - PORTION OF GALAXY DRIVE (Tabled on November 23, 2009) During their Regular Meeting of November 23, 2009, City Council held a public hearing to consider abandonment of a 600-foot unimproved portion of Galaxy Drive lying between Lot 12 and Lot 22 in the Kent County Aeropark. The matter was tabled at that time at the request of the applicant. Mr. Salters moved to remove the matter from the table, seconded by Mr. Leary and unanimously carried. Mr. DePrima, City Manager, reminded members that the proposed abandonment is for a “paper street” - a street that was platted but never constructed. The street platted consists of a 600-foot portion of Galaxy Drive that was originally designed to accommodate the needs of lots 11, 12, 21, and 22 in the Kent County AeroPark. That portion of the road was never constructed and, in 1994, lots 11 and 21 were consolidated to land associated with the former Sunroc building. Access to the building and land was accomplished via Starlifter Boulevard. The AeroPark Authority, on behalf of Kent County, would like to consolidate lots 12 and 22 in order to add value to the park and improve their ability to sell the lots. Abandonment of the 600-foot portion of Galaxy Drive would allow for the lots to be larger.

CITY COUNCIL MEETING OF JANUARY 25, 2010 PAGE 5 Mr. DePrima reminded members that the street abandonment was considered by the Utility Committee during their meeting of October 26, 2009 and it was determined that the abandonment would not impact the service of utilities to the remaining lots in the Aeropark. The Planning Commission and Utility Committee recommended approval of the requested abandonment, stipulating that utility easements be reserved for the City. Mr. DePrima noted that, during the public hearing held by Council, members were requested to table the matter to provide the Aeropark Authority the opportunity to work out issues with a neighboring property owner who had objected to the abandonment. Although it was his understanding that the issues have been resolved and an agreement has been made for alternative access to lots 12 and 22 that do not involve public right-of-way, he suggested that members re-open the public hearing. He assured members that the objecting party was made aware of the meeting being held this evening. Mr. McGiffin moved to reopen the public hearing, seconded by Mr. Hogan and unanimously carried. Council President Williams declared the public hearing open. There being no one present wishing to speak, Council President Williams declared the public hearing closed. Responding to Mr. Ruane, Mr. DePrima stated that, with the exception of emails he has received, there is no other documentation to indicate that the issues have been resolved. It was his hope that the objecting party would be in attendance and would provide public testimony regarding this matter. Mr. Hogan moved for approval of the request to abandon a 600-foot unimproved portion of Galaxy Drive lying between Lot 12 and Lot 22 in the Kent County Aeropark, seconded by Mr. Salters. Mr. Ruane relayed concern with taking such action, explaining that the public hearing was re-opened to allow for some representation to assure members that the issues have been resolved. Mr. McGlumphy noted that since this matter has been before City Council since November 23, 2009, if the parties involved were not in agreement, they would have been present to speak in opposition to the request. It was his feeling that their absence is an indication that Council should move forward with the matter. The motion to approve the request to abandon a 600-foot unimproved portion of Galaxy Drive lying between Lot 12 and Lot 22 in the Kent County Aeropark was carried by a roll call vote of eight (8) yes, and one (1) no (Mr. Ruane) and Council Resolution No. 2009-22 was adopted, as follows: A RESOLUTION VACATING AND ABANDONING A PORTION OF A CERTAIN STREET SITUATED IN THE CITY OF DOVER. BE IT RESOLVED BY THE MAYOR AND COUNCIL OF THE CITY OF DOVER, IN COUNCIL MET:

CITY COUNCIL MEETING OF JANUARY 25, 2010 PAGE 6 Section 1. The Council of the City of Dover hereby vacates and abandons the following street: All that certain parcel of land situated in the City of Dover, East Dover Hundred, Kent County, Delaware and being a portion of Galaxy Drive, being a 60-foot wide right-of-way of the Kent County Industrial Park by Whitman, Requardt and Associates, Engineers, dated September 1987 and filed in the Kent County Recorder of Deeds Office as Plot Book 21, page 16 and being more particularly described as follows: Beginning at a point on the westerly right-of-way of Galaxy Drive, a 60-foot wide right-of-way, said point being the northeasterly corner of Lot 12 of said Industrial Park now or formerly belonging to Kent County and filed for record at the Kent County Recorder of Deeds Office in Deed Book O 29, page 282 and the lands herein described. Thence easterly across the right-of-way of said Galaxy Drive the following course and distance; South 83° 31’ 43” East 60.01 feet to a point. Thence binding on the easterly right-of-way of Galaxy Drive along Lot 22 of said Industrial Park now or formerly belonging to Kent County and filed for record at the Kent County Recorder of Deeds Office in Deed Book O 29, page 282 the following course and distance; by and with a curve to the left having a radius of 470.00 feet, an arc length of 592.47 feet and subtended by the chord bearing South 29° 38’ 30” East 554.02 feet to a point on curvature. Thence southerly across the right-of-way of said Galaxy Drive the following course and distance; South 17° 10’ 49” West 60.41 feet to a point. Thence binding on the westerly right-of-way of Galaxy Drive along aforesaid Lot 12 of said Industrial Park the following course and distance; by and with a curve to the right having a radius of 530.00 feet, an arc length of 675.55 feet and subtended by the chord bearing North 30° 02’ 37” West 630.74 feet to the point of beginning. Containing 0.873acres of land, more or less. Section 2. Since no person has been deprived of property by the vacating and abandoning of the aforesaid street, no compensation is awarded. Section 3. All costs of conveyance shall be borne by the property owners. Section 4. This resolution shall be effective upon the filing of a revised plot plan of the aforesaid street. ADOPTED: JANUARY 25, 2010

CITY COUNCIL MEETING OF JANUARY 25, 2010 PAGE 7 PARKS, RECREATION, AND COMMUNITY ENHANCEMENT COMMITTEE REPORT - JANUARY 11, 2010 The Parks, Recreation, and Community Enhancement Committee met on January 11, 2010 with Chairwoman Russell presiding. PRESENTATION - SALVATION ARMY Due to the absence of a representative from the Salvation Army, no presentation was provided. UPDATE ON 2009 YOUTH EMPLOYMENT PROGRAM Mr. William Neaton, Economic Development Director, explained that the Dover Housing Authority (DHA) is administering the Youth Employment Program and that 33 applications have been received, 18 from applicants living in DHA developments, five (5) from west Dover, four (4) from the downtown area, and four (4) from east Dover. He added that 17 applications were received from residents of Camden but were ineligible for consideration due to non-residency. He noted that selectees would undergo a one-week training program in general job skills conducted by the DHA with the assistance of Aid in Dover. He noted that originally ten (10) businesses had expressed interest in utilizing youths, and that figure has since grown to 29. He stated that 20 young people will be hired at the minimum wage rate and will work for 16 weeks and that applicants were solicited by the DHA through flyers, phone calls, and personal contact. In response to Mr. Hogan, Mr. Neaton explained that selections will be made by the DHA with assistance from the Downtown Dover Partnership (DDP). He also noted that the DDP wished to rescind their request to the Committee that the grant be amended to name the DHA as grant administrator and recipient. Responding to Mr. Ruane, Mr. Neaton indicated that the City has a Memorandum of Understanding (MOU) with the DHA to administer the program and train the youths selected, and DDP will review their efforts. He stated that all Community Development Block Grant (CDBG) funds for the program are dedicated to wages, and the DHA will bill the City for this cost. He noted that there are no other administrative fees associated with the program. In response to Mrs. Horsey, Mrs. Tracey Harvey, Community Development Manager, noted that low- to-moderate income participants were identified by the use of a sliding scale based on income and family size. Mrs. Russell felt that opportunities for low income youth should have been distributed City-wide. She questioned why a large percentage of participants were selected from the DHA housing developments since she stated that the program was financed through approximately $42,000 from CDBG funds and approximately $10,000 from the DHA. She felt that there were a number of potential candidates for the program in the downtown area.

CITY COUNCIL MEETING OF JANUARY 25, 2010 PAGE 8 Mr. Neaton noted that applications were broadly distributed and that the downtown area was canvassed by word of mouth and flyers. Mr. Hogan expressed disagreement, stating that unless the program was designed specifically so that funds were designated for specific neighborhoods, attempts to distribute selection would amount to artificially imposing a quota. He felt that if applications were made widely available, the most qualified candidates should be selected. Concurring with Mrs. Russell, Mr. Ruane stated that it would be important to avoid the perception that selection for the program is localized to those in assisted housing areas. He felt that if there were a number of equally qualified applicants on the selection list, effort should be made to distribute opportunities City-wide. He noted that the response to the program exceeded available resources and suggested that this program be considered during the next CDBG application period. Mrs. Russell requested that the applicants from Camden be sent a letter of appreciation for their interest with an explanation of the reason for non-consideration. The committee recommended acceptance of the report. By consent agenda, Mr. McGlumphy moved for approval of the committee’s recommendation, seconded by Mr. McGiffin and carried by a unanimous roll call vote. Puncheon Run Watershed Action Team Update Mr. Scott Koenig, Public Services Manager, stated that he had spoken with Mr. Jared Adkins, Sediment and Stormwater Program Manager/Engineer, Kent Conservation District, who indicated that the District is planning to submit a concept plan for a stream modification project to the Delaware Clean Water Advisory Council. Mr. Koenig believed this would occur in February. If the project receives a favorable recommendation from the Advisory Council, the District will develop a more specific scope of work and contact the property owners involved. At that point, Mr. Koenig stated, the City will act as a local sponsor for the project. Mr. Koenig suggested that the Committee support a future channel modification project if State funding is available. In response to Mr. Ruane, Mr. Koenig explained that the City allocated $5,000 in the current budget to fund submission of a Letter of Map Revision to potentially alter the flood plain map in the Puncheon Run area. He explained that a proposal has been received from URS Engineering for the initial phase of the work at a cost of $8,700 and that Senator Brian Bushweller and Representative Brad Bennett have indicated they would be willing to fund this phase of the project. However, Mr. Koenig noted that the proposal from URS Engineering to complete the additional funding for the Letter of Map Revision exceeds the $5,000 that the City has allocated. He stated that two options are being considered: 1) to contact URS Engineering to renegotiate their proposal, or 2) to seek consulting requests from other firms to prepare the Letter of Map Revision.

CITY COUNCIL MEETING OF JANUARY 25, 2010 PAGE 9 Mr. Ruane stressed the importance of moving forward expeditiously on this matter, stating that a hardship is being created for residents in the area who are paying, in some cases, over $1,000 annually for flood insurance because the old map indicates that they are in the flood plain. He noted that the issue creates additional difficulties for property owners who want to sell or refinance their homes. The committee recommended that the City of Dover write a letter in support of the Kent Conservation District’s request to the Clean Water Council to fund a stream modification project at Puncheon Run. By consent agenda, Mr. McGlumphy moved for approval of the committee’s recommendation, seconded by Mr. McGiffin and carried by a unanimous roll call vote. Planning and Funding for New Library Ms. Margery Cyr, Library Director, stated that Holzman-Moss Architects will visit Dover on January 25, 2010, to make a presentation to City Council regarding the conclusion of the Design/Development Phase of the project and to discuss budget issues. Holzman-Moss will also meet with potential major donors for the capital campaign at that time. She noted that Horizon Philanthropic is working with the Library Committee to manage the campaign, and that the Capital Campaign Committee is chaired by Mrs. Donna Stone, with First Lady Carla Markell serving as Honorary Chair. She noted that there are four “points” to the campaign as follows: 1) a Major Donor Committee, also chaired by Mrs. Stone, 2) a Medical Committee chaired by Mrs. Terri Nellans Brown with Dr. Ralph Zaragoza as Honorary Chair; 3) a Business Committee chaired by Mr. K. C. Sheth with Mayor Carey as the Honorary Chair; and 4) an Events Committee co-chaired by Mrs. Julie Eaby and Ms. Denise Gast. She noted that solicitation training will begin January 21, 2010, and solicitation will begin immediately thereafter, with the largest potential donors being approached first. She indicated that part of the large donor solicitation will be for donors to purchase naming rights to parts of the building or the building itself, and the opportunity to make multi-year pledges will also be provided. Ms. Cyr stated that during the week of January 4, 2010, several sizeable donations were received, including a request to purchase a naming right to the children’s computer area for $12,500, $5,000 from a local business, and $5,000 which was bequeathed by a community member in his will. In addition, she indicated that a pledge to donate $1,000 per year over a three-year period was received from one of the committee members and was accompanied by an initial $1,000 payment. Ms. Cyr stated that the group will meet with There DuPont of the Longwood Foundation in early February to provide an update on the project and obtain feedback about the most opportune timing for grant submission. She noted that grant submission deadlines are March 15, 2010, and September 15, 2010. Ms. Cyr explained that arrangements are being made to host a breakfast for State and local legislators in February in preparation for State Bond Bill hearings scheduled in March. She noted that a request has been submitted to the State for $5 million. Ms. Cyr mentioned that she attended a meeting during the week of January 4, 2010, where Mr. Rick Geisenberger, Assistant Secretary of State,

CITY COUNCIL MEETING OF JANUARY 25, 2010 PAGE 10 indicated that he anticipated that the first two (2) to three (3) projects recommended by the Delaware Division of Libraries would be funded, and she noted that Dover’s library project is first on that list. In response to Mr. Ruane, Ms. Cyr stated that there has been a great deal of public support for library construction throughout the history of the project. She explained that the Steering Committee has guided the project overall, and that this committee is comprised of the chairs of various supporting committees formed several years ago. She noted that the composition of this group is reflective of the library population, as it is composed of both City of Dover and Kent County residents. She explained that the work of the previous supporting committees has been completed and these members are now serving on the new Capital Campaign committees, with 7-10 participants actively working on each subcommittee. In response to Mr. Hogan, Ms. Cyr estimated that more than 200 people have had an active role in the project, in addition to those who have attended monthly public meetings. She indicated that over 5,000 individuals have signed petitions in favor of the library, and that the list of supporters continues to grow. She stated she would try to gather more precise information for the Committee relating to public support for the project. CDBG Program Mrs. Tracey Harvey, Community Development Manager, provided an update on CDBG Projects as follows: Fiscal Year 2008 Dover Interfaith Ministry - Mrs. Harvey stated that Dover Interfaith Ministry to the Homeless has begun submitting bills for renovations for the shelter at 684 Forrest Avenue, has signed a lease with the Downtown Dover Partnership, and has applied for a building permit for minor demolition of the some of the interior, which will not be included in CDBG funding. Fiscal Year 2009 Homeowner Rehabilitation Program - Mrs. Harvey indicated that three (3) homes have been completed (49 S. Kirkwood Street, 420 Court Street, 720 Carol Street). She explained that the waiting list for housing renovations will open on January 21, 2010, at City Hall. The first 20 qualified applications will be accepted, and the remaining 2009 funding will be utilized to rehabilitate homes of the first four (4) to five (5) families on the list. Homeownership Assistance Program - Mrs. Harvey reported that one (1) family has purchased a home, closing documents were recently received for two (2) additional families to close by the end of January and mid-February, and one family will be closing in mid-March.

CITY COUNCIL MEETING OF JANUARY 25, 2010 PAGE 11 Elizabeth W. Murphey School - Mrs. Harvey noted that the State Historic Preservation Office (SHPO) denied approval for the replacement of existing windows with vinyl windows at the Murphey School. The Executive Director submitted bids and a scope of work to replace the steam lines to heat buildings 12-48 instead of the window replacement project, and this request has been approved by SHPO. In response to Mr. Ruane, Mrs. Ann Marie Townshend, Director of Planning and Community Development, indicated that this administrative change was approved by the representative from the U. S. Department of Housing and Urban Development, as both projects are classified as rehabilitation programs. RC & D Emergency Home Repairs - Mrs. Harvey stated that emergency home repairs have been completed on homes at 38 North Kirkwood Street, 117 Quail Hollow Drive, 722 Forest Street, and 893 Schoolhouse Lane. Housing and Recovery Act of 2008 (Neighborhood Stabilization Program) Program Mrs. Harvey explained that six (6) properties have been purchased under this program and $822,255 has been expended in Neighborhood Stabilization Program (NSP) funding to date. She stated that one (1) home is under renovation and the next round of renovations is expected to begin in mid-February or early March. In response to Mr. Ruane, Mrs. Harvey indicated that, in addition to advertising through legal notices, the program has been publicly promoted on residential electric bills beginning in December 2009, which has resulted in approximately 10-15 calls per day from interested parties. She also stated that the program was mentioned at the second public hearing for the preparation of the 2010 CSBG Consolidated Plan, which was held on January 7, 2010. In response to Mr. Ruane, Mrs. Harvey stated that approximately $1.5 million was received in NSP funding and approximately $823,000 has been spent. She noted that ten (10) houses were originally scheduled for purchase, but she believed that eight (8) total properties will be purchased and the remaining funds will be used for renovations. She believed that this program was a one-time opportunity from the federal government. Mrs. Harvey stated that the Request for Proposals (RFP) to solicit applications under the FY 2010 CDBG will be issued on January 14, 2010. Responding to Mr. Ruane, Mrs. Harvey stated that FY 2010 funding levels for the CDBG Program were anticipated to be similar to FY 2009, but possibly decreased in the category of program income because repayments from home sales/refinancing have not been coming in. Mrs. Harvey stated she would provide information regarding the FY 2010 program at the next Committee meeting. Youth Advisory Committee Mrs. Russell stated that the Youth Advisory Committee remains active and that members are planning for upcoming Committee elections.

CITY COUNCIL MEETING OF JANUARY 25, 2010 PAGE 12 By consent agenda, Mr. McGlumphy moved for acceptance of the Parks, Recreation, and Community Enhancement Committee Report, seconded by Mr. McGiffin and carried by a unanimous roll call. LEGISLATIVE, FINANCE, AND ADMINISTRATION COMMITTEE REPORT - JANUARY 11, 2010 The Legislative, Finance, and Administration Committee met on January 11, 2010 with Chairman McGlumphy presiding. Review and Analysis Vacant Positions Report Mr. Anthony DePrima, City Manager, advised members that the vacant positions report is one (1) of three (3) similar reports that he monitors each month. He explained that these reports were created to measure the pulse in this difficult economic time and the report will change as positions are filled. Responding to Mr. McGlumphy, Mr. DePrima stated that the City is in the second year of a hiring freeze and, as with last year, there will be some positions that will be eliminated from the budget permanently. Overtime Report Mr. DePrima advised members this report is used to monitor overtime usage by department. He noted that the report was created to insure that employees are not making up lost income from furloughs with overtime and, to date, any overtime has been justified. In response to Mr. Ruane, Mr. DePrima stated that the increase in overtime in the Transmission and Distribution section of the Electric Department is from evening and weekend preparation for the Governor’s Avenue Project. Responding to Mr. McGlumphy, Mr. DePrima stated that the reports are compiled by department, not by person, and that the next report will include totals. Furlough Report Mr. DePrima advised members that employees are abiding by the furlough, which was adopted by City Council. In response to Mr. McGlumphy, Mrs. Teresa Tieman, Senior City Administrator, explained that there are no monies saved, as there were no monies budgeted, for furloughs. She noted that there was a “cost avoidance”. Review and Recommendation - Filling of Critical Positions During their meeting of February 23, 2009, members recommended approval of the Hiring Freeze for Fiscal Year 2008-2009, but to allow the hiring of critical positions through the review and approval of the Legislative, Finance, and Administration Committee and City Council. It was

CITY COUNCIL MEETING OF JANUARY 25, 2010 PAGE 13 suggested that there be a “standing” agenda item to consider the filling of critical positions and, if there are no positions to consider, the item could be removed. Police Officer Police Chief Jeffrey Horvath explained that, with the recent retirement of Captain Ray Sammons, a new vacancy was created. He reminded members that the Police Department’s authorized strength is currently 91 officers and that the vacant position would need to be filled in order for the City of Dover to remain compliant with the staffing provisions of the Community Oriented Policing Services (COPS) grant that was approved by Council on September 14, 2009. Filling this position would allow the Police Department to maintain 91 officers on duty and Chief Horvath explained its necessity in order for the City to continue to provide security and safety for the citizens of Dover. He mentioned that there will be a small savings, as the person he would like to hire is not a certified police officer and will have to go through the Policy Academy in March or June. The committee recommended that staff be granted permission to recruit for the position of Police Officer, as requested by staff. By consent agenda, Mr. McGlumphy moved for approval of the committee’s recommendation, seconded by Mr. McGiffin and carried by a unanimous roll call vote. Proposed Ordinances Ordinance #2010-01 - Chapter 102 – Taxation, Article I - In General, Section 102-1 - Annual Valuation and Assessment Ms. Cheryl Russell, City Assessor, advised members that Ordinance #2010-01 is being brought back to revert the ordinance to its original intent and to strike out the amendments made by Mayor Carey, and approved by City Council, on December 14, 2009. The purpose of the amendment is to follow the recommendations resulting from a June 2008 audit performed by Mr. Frederick Chmura and Mr. William Ford of the International Association of Assessing Officers (IAAO). Ms. Russell explained that the recommendation was to prorate the values of properties as of the annual assessment date of January 1. Mr. Salters advised members that he does not believe it is fair to tax incomplete properties that are not making a profit due to the current economic conditions. Responding to Dr. Jones, Ms. Russell explained that there are two (2) properties that would be subject to taxation based on the percentage complete after 90 days without construction under the proposed ordinance changes. Mr. Anthony DePrima, City Manager, advised members that in order for Ms. Russell to enforce the 90-day window, she would have to visit properties every day to witness that no construction is taking place.

CITY COUNCIL MEETING OF JANUARY 25, 2010 PAGE 14 Mr. Philip McGinnis, McGinnis Commercial Real Estate Company, advised members that he is an appraiser and has been involved in property tax assessment appeals with the City of Dover for a number of years. Mr. McGinnis stated that while a building is under construction it generates no income; therefore, there is no value from an income standpoint, yet the land is still rightfully taxed. He felt that this ordinance would place a burden on the developer with an unfinished building and would be unfair to any taxpayer. He further noted that if a building is vacant for a period of time, the City Planning Department enforces the vacant building ordinance. Mr. Ruane stated that when a property is under construction it must be insured, so to indicate that a property under construction has no value is disingenuous. He further explained that although the City uses three approaches to assess properties (sales, cost, and market) it does not use any single one, and, although allowed, the approaches are not necessarily applied. He further indicated that to be fair and equitable, all properties should be assessed equally and justly, stating that waiting until the building is complete is not normal, accepted practice in the industry. In response to Council President Williams, Mr. McGinnis stated that the bank requires insurance during the construction phase in case there is a hazard, so that some repayment of the debt can take place. Mrs. Williams advised members that the function of the insurance is to protect the capital investment, which has nothing to do with the value of the property once the certificate of occupancy has been issued, and that these two issues are separate and should not be compared. Responding to Mrs. Williams, Mr. McGinnis stated that he knows of no other municipality or assessing group that taxes properties during construction. Mr. Tom Burns, Burns and Ellis REALTORS®, 490 N. DuPont Highway, stated that he is not familiar with the legislation passed by the State of Kansas, which was mentioned in the letter from Mr. Fred Chmura; however, he felt that the proposed ordinance was a disguised tax increase. He stated that the City had not presented a reason why additional funds were needed. He advised that he believes this ordinance will deter developers from building in the City of Dover and that the City should be more user-friendly to developers. He further noted that insurance on vacant buildings is nominal and that the bulk of insurance is for liability. Mr. Ruane stated that although insurance premiums may be low, if the building caught on fire the policy holder would expect enough funds to be able to rebuild the building to its level of completion before it burned. He further explained that the intent of the amendment is not to raise taxes but to conform with national standards. Currently, property under construction in the City of Dover cannot be taxed until the Certificate of Occupancy is issued. He stated that the common practice in other states is to assess as of the status on the assessment date. He read into record a recommendation from the IAAO which states “Valuation of Property as of the Assessment Date: Clarify that all property is valued as of its ownership and current market value as of the January 1st assessment date. Currently property under construction cannot be placed on the tax rolls until a Certificate of Occupancy is issued. This is not common practice in the assessment profession in other states. The general practice is that all property is assessed as of its status on the assessment date. For example, if a building is under construction as of January 1st and is 50% complete on that date, then the assessor values the property as its 50% complete status and places this partial value on the annual

CITY COUNCIL MEETING OF JANUARY 25, 2010 PAGE 15 assessment roll. Then the Certificate of Occupancy is issued, the assessor then reassesses the building and adds the additional increased assessment as a supplemental assessment on the next quarterly supplemental assessment date. Property receiving a change in zoning or specific use would also be adjusted based upon the assessment date”. Mr. Scott Kidner, lobbyist for the Delaware Association of REALTORS®, expressed concern that there will be legal issues, as the owner of the property might not agree with the percentage of completion valued by the Assessor’s Office. He further requested that the real estate community be given notice when issues of importance such as this come before the Committee. Responding to Mr. McGlumphy, Mr. Kidner stated that if the City decides to approve this amendment, he would recommend that the City of Dover and the regulating community get together to address issues that may arise from this matter. Mr. Hogan stated that, as the policy is currently written, it is almost impossible for the Assessor’s Office to enforce. Dr. Jones stated that the City of Dover should encourage development and operate in a manner of goodwill. She felt that the Assessor’s Office and concerned others should work together to develop a workable plan. Ms. Jennifer Casey, Executive Vice President for the Homebuilders Association of Delaware and resident of the City of Dover, stated that this amendment will increase the cost of residential construction and will impact affordable housing. She further noted that the Economic Development Office brainstorms on how to bring businesses in and this ordinance amendment is unfair to long-term residents of this city when they are investing their money during difficult economic times. Ms. Casey stated that if the City of Dover is the only place in Delaware with this ordinance, investors and homebuyers will not come, which she felt would negate the small increase in the budget. Mr. Mike Harrington, Harrington ERA Realty, Inc., stated that everyone has worked very hard to promote the City of Dover. He believes that the City of Dover is sending a negative message to the community, which will single the city out. He expressed confidence that City Council will make the right decision. Dr. Jones stated that she would like to see research conducted so that factual information can be provided to the Committee. Mr. McGlumphy stated that he would like to see what is done in the State of Delaware, not other states, as the recommendations stated. He suggested a middle ground can be found during discussion. The committee recommended that the City Assessor’s Office, the City Manager’s Office and the Real Estate Community meet to attain a workable solution within 90 days. By consent agenda, Mr. McGlumphy moved for approval of the committee’s recommendation, seconded by Mr. McGiffin and carried by a unanimous roll call vote.

CITY COUNCIL MEETING OF JANUARY 25, 2010 PAGE 16 Ordinance #2010-02 - Adoption of 2009 ICC Codes (Building Codes) The committee recommended to table Ordinance #2010-02 - Adoption of 2009 ICC Codes (Building Codes) to allow the development community time to review. By consent agenda, Mr. McGlumphy moved for approval of the committee’s recommendation, seconded by Mr. McGiffin and carried by a unanimous roll call vote. Health Benefits Committee Mr. Anthony DePrima, City Manager, advised members that in order to manage the OPEB liability and annual cost of health benefits, the City Administration is recommending the formation of a Health Benefits Committee, as appointed by City Council. He further advised that the Committee membership would consist of the following positions and that meetings would take place during normal City business hours: Council Members - two (2) appointed by City Council City Manager (Ex Officio) Human Resources Director Controller/Treasurer FOP – one (1) representative as appointed by the Union IBEW – one (1) representative as appointed by the Union IUE/CWA – one (1) representative as appointed by the Union Non-Bargaining – one (1) volunteer Mr. DePrima advised members that the goal of the Health Benefits Committee would be to research alternative health care plans, alternative vendors, health savings accounts, policy/procedure changes, or any other options to assist the City in reducing its health care liability and annual cost. In doing so, the Committee shall maintain quality health insurance that is affordable for the City employees, customers, and taxpayers. The Committee shall provide their recommendations to City Council by January 31, 2011. Mr. DePrima stated that the Committee would not discuss Medicare Part B, as Council will have made a ruling on this matter and it will be respected. Mr. DePrima indicated that the Health Benefits Committee may, at times, need to hire consultants to explain or cost out various options and, in this event, the Committee will be responsible for developing RFP’s, selecting vendors, and submitting to Council the approval of recommended vendors, as promulgated by the Purchasing Policy. He further explained that all costs will be paid from the OPEB Trust Fund. In response to Mr. Salters, Mr. DePrima stated that the January 31, 2011, date was given to allow considerable research to take place. He further advised that the meetings would take place once or twice a month and would be scheduled during normal business hours to eliminate the need for overtime.

CITY COUNCIL MEETING OF JANUARY 25, 2010 PAGE 17 Mr. Ruane stated that he believes excluding any health benefit from discussion is a mistake. Mr. McGlumphy advised members that he believes that sometimes decisions are made that are not beneficial in the long-run but can be corrected when revisited. The committee recommended approval of the formation of a Health Benefits Committee and appointment of two council members to serve on the Committee, with the understanding that meetings will be conducted during City business hours. By consent agenda, Mr. McGlumphy moved for approval of the committee’s recommendation, seconded by Mr. McGiffin and carried by a unanimous roll call vote. Proposed Ordinance #2010-03 - FY 2009 Budget Balances and Projected Carry Forward Balances Mrs. Donna Mitchell, Controller/Treasurer, advised members that the draft budget ordinance Amendment #1 is to incorporate into the FY10 budget the final budget balances and project budget balances carried forward from FY09. Mrs. Mitchell stated that the General Fund changes incorporate the loss of $775,200 in Municipal Street Aid funds, which was offset by the adjustment to the beginning budget balance of $812,127. The Municipal Street Aid Fund has been adjusted, as well, for the $775,200. FY09 encumbrances have been included for the Police Department and Human Resources Department. Mrs. Mitchell noted that the Water and Wastewater Fund had a negative beginning budget balance adjustment in aggregate, which was all attributed to Kent County sewer treatment fees exceeding the City’s revenues for treatment fees ($497,667). Mrs. Mitchell advised members that the Electric Revenue Fund had a positive beginning budget balance adjustment of $3.1 million and that she and the City Manager will discuss the possibility of eliminating the budgeted $3 million transfer-in from the Rate Stabilization Reserve in the mid-year review in order to maintain the current reserve balance to address any needs in the FY11 Budget. She stated that the balance as of June 30, 2009 is $4.7 million. Mrs. Mitchell further explained that the policy minimum is 3% of budgeted purchased power cost and the maximum is 10% ($2.5 million to $8.3 million). Mrs. Mitchell stated that, for the first time in several years, the Worker’s Compensation Fund had a negative adjustment to the beginning budget balance of $126,345 since expenses exceeded contributions in FY09. However, she indicated that the fund still remains in a good financial position with a budget balance of $1.4 million. Mrs. Mitchell advised that other changes are the elimination of the budget for the Other Post Employment Benefits Fund as this is now a trust, as adopted by Council in May 2009, and no longer a governmental fund. In addition, she stated that a $50,000 adjustment was made to the Community Transportation Fund for the transfer-in as a correction to the budget, and the CDBG Fund budget was added.

CITY COUNCIL MEETING OF JANUARY 25, 2010 PAGE 18 Responding to Mr. Ruane, Mrs. Mitchell confirmed that the revenue projections to keep the budget balanced have not changed in any significant manner. She further advised that the City Manager would bring forward any necessary budget adjustments at the mid-year review. In response to Mr. McGlumphy, Mrs. Mitchell explained that the carry forward balance is $812,127, and the $775,220 is the loss of the Municipal Street Aid, with the net amount of $36,927 going toward the ending budget balance. Responding to Mr. Ruane, Mrs. Mitchell confirmed that the $775,220 will be used to fund the Municipal Street Aid Program and that any other adjustments would be made during the mid-year review during the first meeting in March. The committee recommended adoption of Proposed Ordinance #2010-03, FY 2009 Budget Balances and Projected Carry Forward Balances. By consent agenda, Mr. McGlumphy moved for approval of the committee’s recommendation, seconded by Mr. McGiffin and carried by a unanimous roll call vote. (The First Reading of the ordinance will take place during the latter part of the meeting). By consent agenda, Mr. McGlumphy moved for acceptance of the Legislative, Finance, and Administration Committee Report, seconded by Mr. McGiffin and carried by a unanimous roll call vote. QUARTERLY REVENUE REPORT Mrs. Mitchell, Controller/Treasurer, reviewed the Revenue Report as of December 2009. Mr. McGlumphy moved for acceptance of the Quarterly Revenue Report as of December 2009, seconded by Mr. Salters and unanimously carried. CONFIRMATION OF POLICE PENSION ELECTION - RET. LT. WILLIAM KNOTTS - THREE YEAR TERM TO EXPIRE JANUARY 31, 2013 The term of office on the Police Pension Board of Ret. Lieutenant William Knotts expires on January 31, 2010. Pursuant to Section 18-47 of the Pension Plan, notice of an election was given to all plan members. Only one nomination was received, therefore, no election was held. Chief Horvath nominated Ret. Lt. William Knotts to serve a three (3) year term, to expire on January 31, 2013. By consent agenda, Mr. McGlumphy moved for approval of the nomination of Ret. Lt. William Knotts to serve on the Police Pension Board, with a three (3) year term to expire on January 31, 2013. The motion was seconded by Mr. McGiffin and carried by a unanimous roll call vote.

CITY COUNCIL MEETING OF JANUARY 25, 2010 PAGE 19 APPOINTMENT RECOMMENDED BY MAYOR CAREY - BOARD OF ADJUSTMENT - JAMES KELLER (TO FILL UNEXPIRED TERM OF ED GOATÉ - TERM TO EXPIRE JULY 2012) Mayor Carey recommended the appointment of Mr. James Keller to serve on the Board of Adjustment for a term to expire May July 2012 (to fill the unexpired term of Ed Goaté). By consent agenda, Mr. McGlumphy moved for approval of the appointment of Mr. James Keller to the Board of Adjustment, as recommended by Mayor Carey. The motion was seconded by Mr. McGiffin and carried by a unanimous roll call vote. APPOINTMENTS - YOUTH ADVISORY COMMITTEE - ONE (1) YEAR TERMS TO EXPIRE JANUARY 24, 2011 Members were provided recommendations for the appointments to serve on the Youth Advisory Committee for a one (1) year term to expire January 24, 2011, as follows: Kenny Anderson, George Antoniou, Amber Draper, Joiya Goldsboro, Meghan Harris, Sarah Harris, Joshua Martin, Melissa Micek, Briana Mitchell, Amanda Mullnack, Joseph Napolitano, Vi Nguyen, and Michael Simpkiss. By consent agenda, Mr. McGlumphy moved for approval of the recommended appointments to the Youth Advisory Committee for a one (1) year term to expire January 24, 2011. The motion was seconded by Mr. McGiffin and carried by a unanimous roll call vote. FIRST READING - PROPOSED ORDINANCE Council President Williams reminded the public that copies of the proposed ordinance are available at the entrance of the Council Chambers or can be obtained from the City Clerk's Office. Final action by Council on the proposed ordinances will take place during the Council Meeting of February 8, 2010. In accordance with Section 1-9 of the Dover Code, Council acknowledged the First Reading of the Ordinance Amendment as read by the City Clerk, by title only, as follows: ORDINANCE #2010-03 - FY 2009 BUDGET BALANCES AND PROJECTED CARRY FORWARD BALANCES COUNCIL MEMBERS ANNOUNCEMENTS Mr. McGiffin reminded members to mark their calendar for June 26, 2010 for the next African American Festival. Mr. Leary moved for adjournment, seconded by Mr. McGlumphy and unanimously carried. Meeting Adjourned at 9:03 P.M.

CITY COUNCIL MEETING OF JANUARY 25, 2010 PAGE 20 TRACI A. McDOWELL CITY CLERK All orders, ordinances, and resolutions adopted by City Council during their Regular Meeting of January 25, 2010, are hereby approved. CARLETON E. CAREY, SR. MAYOR /TM/jg S:\ClerksOffice\Agendas&Minutes\Council-Minutes\2010\01-25-2010.wpd Exhibits Attached to Original Minutes and File Copy Exhibit #1 - Presentation entitled "Dover ‘Anchor' Public Library" Exhibit #2 - Presentation - Revaluation Project Exhibit #3 - Notice of Property Revaluation

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

CERTIFICATE OF APPRECIATION Presented to Brian E. Lewis Dover Human Relations Commission October 13, 2008 - February 1, 2010 Your public service, selflessness, and talents have increased the quality of life for your neighbors, and all of Dover February 22, 2010 CARLETON E. CAREY, SR. BEVERLY C. WILLIAMS MAYOR COUNCIL PRESIDENT

PROCLAMATION WHEREAS, after centuries of unreciprocated labor as slaves, African Americans gained their freedom and found themselves in the struggle to make a living; and WHEREAS, government codes often prevented blacks from owning land in towns and cities, and in the countryside they were often denied the opportunity to purchase land; and WHEREAS, pushing against the odds, African Americans became landowners, skilled workers, small businessmen and women, professionals, and ministers; and WHEREAS, to fight segregation from the economy, they started their own unions and professional associations; as a result, in both the late-nineteenth and early twentieth century we witnessed an unparalleled degree of racial unity and organization; and WHEREAS, in 1910, a group of dedicated reformers, black and white, gathered to create an organization now known as the National Urban League to address the needs of African Americans as they migrated to the cities of the United States; and WHEREAS, during the month of February the nation proudly celebrates the accomplishments, contributions, and history of African-Americans. The theme for 2010 Black History Month is the History of Black Economic Empowerment. NOW THEREFORE I, CARLETON E. CAREY, SR., MAYOR OF THE CITY OF DOVER, DELAWARE do hereby proclaim February 2010 as BLACK HISTORY MONTH and encourage all citizens to celebrate the contributions of African-Americans to our great society. _______________________________________ Carleton E. Carey, Sr. Mayor

SLAVERY APOLOGY RESOLUTION* "Whereas, human beings were enslaved and forcibly abducted from Africa and other parts of the world to North America, including Delaware; "Whereas, Delaware legalized slavery and practiced it throughout its colonial period; 'Whereas, Delaware maintained the inhuman and immoral institution of slavery from the time the State ratified the Federal Constitution until slavery was outlawed in 1865 by the 13th Amendment to the Constitution, which Delaware voted to reject that year; "Whereas, Delaware continued to discriminate against those of color by approving segregation of education in its 1897 State Constitution, a practice that lasted until Brown v. Board of Education in 1954; "Whereas, Delaware passed and enforced Jim Crow laws to deny the rights of African American citizens for much of the 20th century; “Whereas, Delaware today has to deal with the lasting legacy of slavery: an ongoing tension between races; "Whereas, acknowledgment and apology are the first steps in the healing process; "Be it Therefore Resolved that the Dover Human Relations Commission urges the Delaware General Assembly to pass a resolution acknowledging and expressing its profound apology for the State's practice of slavery and for the historic wrongs committed against all persons who suffered discrimination and injustice under this dehumanizing system; "Be it Further Resolved that the DHRC recommends that the Delaware General Assembly recognize the need to address and educate the citizenry regarding the social stigma, stereotyping, racial bias and discrimination which prevail in the state today as vestiges of the institution of slavery; "Be it Finally Resolved that the DHRC implores all citizens of the State of Delaware to be tolerant and understanding of one another so as to eliminate all bias, prejudice, and discriminatory behavior." ·Passed unanimously by the Dover Human Relations Commission on Wednesday, January 27, 2010

DOVER HUMAN RELATIONS COMMISSION Minutes for January 27, 2010 City Hall Council Chambers PRESENT: Dr. Samuel B. Hoff, Chair, Ms. Ellen O. Wasfi, Mr. Mark Monroe, Ms. Dawn Allen‐Pyne, Mr. Paul Fleming, Mr. Ivan Finney, And Mr. Roy Sudler, Jr. I: The meeting was called to order at 7:08 p.m. and there was a moment of silence. II: There was a motion by Commissioner Wasfi to approve the agenda, and a second from Commissioner Fleming. All voted in favor, and it was approved. III: There was a motion by Commissioner Monroe to approve the minutes of the December 16, 2009 meeting, and Commissioner Allen‐Pyne seconded it. After some discussion and 2 corrections, all approved it. The minutes of the January 18, 2010 public forum on the apology for slavery were brought up for adoption. Dr. Hoff expressed his appreciation for the quick turn around time made by Contractual Assistant, Mary Walson in typing up the minutes. Commissioner Allen‐Pyne moved to approve the minutes, and Commissioner Fleming seconded. There was discussion of the wording of Mr. Brooks statement on the bottom of page 2, and it was corrected to read “others thought” not that “he thought” we should let bygones be bygones. All approved this corrected version of the minutes. IV: Comments from the Community: Michael L. Baker from Camden, came forward and read an article he had written last November about the slavery apology. He wants to look to the future, not the past. Mr. EShed Alston presented a “written objection, complaint and demand to be heard” which he read to the DHRC. Copies of this document were supplied to all commissioners and for the record. Mr. Fred Tolbert, of Dover, who spoke at the last meeting, expressed his feelings again tonight that it is appropriate for the State of Delaware, which has such a long history of adverse race relations, especially below the C&D Canal, to apologize for its role in slavery. He urged DHRC to push for the apology to help end the adverse relations between the races. Mr. Ken Dryden, from Newark, also spoke at the Jan. 18 meeting. Tonight he said he thought the apology for slavery issue brought up a very touchy subject especially for Caucasians who do not understand the Black’s anger. He mentioned that he found records of his ancestors who were listed with pigs & hogs owned by the wealthy slave owners. He spoke of a monetary obligation, and reparations, that he feels he is owed because he lost his rightful inheritance.

­2­ V: Chair’s Report: A: Activities by DHRC Members: Commissioner Sudler spoke to students at the Dover High School about race relations. He also went to the Martin Luther King Day prayer breakfast. Chair Hoff was contacted by the Congressional Quarterly Press and invited to submit articles on the history of American slavery and segregation, and segregation in Delaware. Commissioner Monroe reported that he would be attending an event sponsored by the Delaware Workforce Diversity Group. They will have General Stacey Harris as speaker at the event. B: Status of Filling Vacancies on the DHRC: 3 positions need to be filled, those of Anlee Baccio‐Walker, Saundra Sutton, and Brian Lewis. Chair Hoff’s job is to be sure to fill the DHRC with a diverse contingent of commissioners from Dover. He wishes to have the City post an ad in the newspapers (about $100). Commissioner Monroe made a motion to approve $ for an ad, and Commissioner Alley‐Pyne seconded. All approved it. Commissioner Wasfi suggested contacting the papers to see if they want to do a story about the DHRC, and also see if the local radio would run something. Possibly the City’s web site could be used to advertise the vacancies. Commissioner Sudler expressed his concern over the dedication of some of the commissioners who consistently miss 3 or more consecutive meetings. He wants to closely monitor who is missing and who is excused. VI: Committee Reports: A: Intake Screening: There has been an intake filing at City Hall. Chair Hoff met with the person in early January. The process has started, and may take place in February. The role of the DHRC is to formulate resolutions and request the City Council to assist in resolving the issues. The State HRC will be invited to this hearing. B: Community Programs: Commissioner Sudler has been conducting a survey of race relations issues at Dover High. He will work with Commissioner Wasfi on the project to get the teachers on board in an after school program. C: School Programs: Commissioner Wasfi was having some difficulty with logistics and scheduling of her school programs. She will work with Commissioner Sudler as stated above. D: Nominating Committee: Commissioner Monroe has not received nominations for the open seats yet. He will take nominations from the floor at next meeting.

­3­ VII: Unfinished Business: A: Slavery Apology: Chair Hoff gave an overview of the process beginning in April 2007 when the resolution was tabled by the City Council so that more discussion from the public could be obtained. DHRC picked up the issue in earnest in 2009 having 2 more public meetings hearing 80 to 90 people in all. The resolution now has revisions due to the views and comments from the community. An overwhelming number of people support the resolution, but it is not unanimous. There is some split between Caucasian and Black. The only controversy is over what we do, not over the facts of slavery. The House and Senate have apologized, and many States as well. DHRC has no monopoly on morality; DHRC represents the majority of the people in the city of Dover in taking up this resolution. There was a motion by Commissioner Monroe to approve the resolution, and Commissioner Sudler seconded it. There ensued a discussion of wording, and comments were heard from the public on a few aspects of the resolution. After changes to the document were made and read, a vote was taken to approve the amended version of the resolution. All in favor were: Commissioner Allen‐Pyne, Commissioner Fleming, Commissioner Finney, Commissioner Wasfi, Commissioner Monroe, and Commissioner Sudler. B: Bylaws & Mission Statement: There was no discussion on either. VII: New Business: No new business. IX: Announcements: Next DHRC meeting scheduled for February 24, 2010. X: Adjournment: The meeting ended at 9:05 p.m.

1

35 planning, constructing, acquiring and equipping the Projects or any portion thereof; interest on the Bonds 36 and any interim financing during the construction period and for a period of up to one year following the 37 estimated date of completion; the costs of issuance of the Bonds and any interim financing; the repayment 38 of temporary loans incurred with respect to the Projects; and the reimbursement of authorized costs 39 previously expended by the City from other funds. 40 Section 3. Terms of the Bonds. The Bonds shall be sold to the Delaware Drinking Water State 41 Revolving Fund (the “SRF Fund”) administered by the State of Delaware Department of Health and 42 Social Services pursuant to the terms of its commitment letter dated January 15, 2010 (the “Commitment 43 Letter”), a copy of which is appended hereto as Exhibit B, and the other terms and conditions to be 44 contained in a Financing Agreement between the City and the SRF Fund (the “Financing Agreement”). 45 It is anticipated that the interest rate for the Loan will be based on the SRF Fund Interest Rate 46 Policy. 47 Section 4. Security for the Bonds. The principal, interest and premium, if any, on the Bonds 48 shall be payable solely from the City’s Net Operating Revenue which is hereby pledged to secure the 49 Bonds on a parity with the Outstanding Bonds. The full faith and credit of the City shall not be pledged 50 to pay principal and interest on the Bonds. 51 Section 5. Rate Covenant. The City covenants that it will fix and collect rates, fees and other 52 charges for the use of and for services furnished or to be furnished by the System, and will from time to 53 time revise such rates, fees and other charges so that in each Fiscal year the Net Operating Revenue 54 available to pay debt service on the Bonds will equal at least the principal and interest requirements for 55 the Bonds. If, for any reason, the revenues are insufficient to satisfy the foregoing covenant, the City 56 shall within ninety (90) days adjust and increase its rates, fees and other charges or reduce its Operating 57 Expenses so as to provide sufficient Net Operating Revenue to satisfy such requirement. 58 Section 6. Details of the Bonds. The Mayor and City Treasurer are authorized to determine the 59 details of the Bonds including the following: the date or dates of the Bonds; provisions for either serial or 60 term bonds; sinking fund or other reserve fund requirements; due dates of the interest thereon; the form of 61 the Bonds; the denominations and designations of the Bonds; registration, conversion and transfer 62 provisions; provisions for the receipt, deposit and investment of the proceeds of the Bonds; provisions for 63 the replacement of a lost, stolen, mutilated or destroyed Bonds; and provisions for issuing uncertificated 64 obligations and all procedures appropriate for the establishment of a system of issuing uncertificated debt. 65 The Bonds shall be executed by the manual or facsimile signature of the Mayor and City Treasurer, shall 66 contain an impression of the City Seal of a facsimile thereof and shall be attested by the manual signature 67 of the City Clerk. 68 Section 7. Further Action. The Mayor, the President of the City Council, the City Treasurer, the 69 City Manager and the City Clerk are authorized and directed to take such other action on behalf of the 70 City, as may be necessary or desirable to effect the adoption of this Resolution and the issuance and sale 71 of the Bonds and to provide for their security and to carry out the intent of this Resolution, including the 72 publication of notices and advertisements and the execution and delivery of customary closing 73 certificates. 74 Section 8. Effective Date. This Resolution shall become effective immediately upon its passage. 75 The City Clerk is hereby directed to publish once in a newspaper published in the City a notice in 76 substantially the following form: 2

77 “NOTICE IS HEREBY GIVEN that the City Council of The City of Dover, Delaware on 78 __________, 2010 pursuant to Chapter 111, Volume 52, Delaware Laws, as amended, adopted a 79 resolution entitled as follows: 80 “RESOLUTION AUTHORIZING THE ISSUANCE AND SALE OF UP TO $2,404,017 81 WATER AND SEWER REVENUE BONDS OF THE CITY OF DOVER FOR THE CONSTRUCTION 82 OF CERTAIN WATER AND SEWER PROJECTS AND AUTHORIZING ALL NECESSARY 83 ACTION IN CONNECTION THEREWITH” 84 “The purpose of the issuance and sale of said bonds is to provide funds (approximately 85 $2,404,017) to pay a portion of the costs of certain projects including, but not limited to: [(1) Bayard 86 Avenue Water Quality Improvements; (2) Route 13 Water Quality Improvements; (3) East side 87 North State Street.] 88 “Any action or proceeding to contest the validity of said resolution or any of its provisions must 89 be commenced within thirty (30) days after publication of this notice. After expiration of such period of 90 limitation, no right of action or defense founded upon the invalidity of said resolution or any of its 91 provisions shall be asserted, nor shall the validity of said resolution or any of its provisions be open to 92 question in any court upon any ground whatsoever, except in an action or proceeding commenced within 93 such period.” 94 By order of the City Council of the City of Dover. 95 City Clerk 96 ADOPTED this __ day of _______, 2010. 97 CITY OF DOVER, DELAWARE 98 Attest: 99 Clerk, Dover City Council President, Dover City Council 100 APPROVED by the Mayor of the City of Dover on the __ day of ________________, 2010. 101 Mayor 3

Exhibit A Estimated Costs of Projects Project # Description Project Estimate WQ0905 Bayard Avenue Water Quality Improvements $ 533,510 WQ0907 Route 13 Water Quality Improvements 1,023,700 WQ0906 East side North State Street 846,807 Total Project Estimates $ 2,404,017 4

Exhibit B Commitment Letter 5

6

7

MEMORANDUM Department of Public Services – Planning Office P.O. Box 475 Dover, Delaware 19903 Phone: 302.736.7196 Fax: 302.736.4217 Date: February 3, 2010 To: City Council From: Ann Marie Townshend, AICP RE: Rezoning of Lands of JNK, LLC On January 19, 2010, the Planning Commission held a public hearing on the rezoning of lands of JNK, LLC, located at 1051 College Road. Following public testimony expressing concerns regarding the requested zoning of RG-2 (General Residence Zone), the Planning Commission voted to table the application, requesting that the applicant determine if the project would be feasible if the project were capped at 8 dwelling units per acre (as with RM-2 Zoning) and that Staff determine the requirements for the road connection through the site to Emerald Point. Because the dates have been set by City Council, this tabling requires that the date for public hearing and final action by City Council be rescheduled. The Planning Staff met with the applicant following the Planning Commission meeting, and the applicant has requested that the matter remain on the table until the March 15, 2010 Planning Commission meeting, and that the public hearing and final action by City Council be rescheduled for April 12, 2010. According to the Zoning Ordinance, Article 10 Planning Commission, Section 5 Amendments: The city council shall not take action on any such amendment without a report from the planning commission unless the planning commission fails to render such a report within 75 days after its regularly scheduled meeting following such referral. The dates requested by the applicant are consistent with this code citation.

UTILITY COMMITTEE The Utility Committee Meeting was held on January 25, 2010 at 5:00 p.m. with Chairman Ruane presiding. Members present were Mr. Hogan, Mr. McGiffin, Major Kosior, and Mr. Snaman. Mayor Carey was also present. AGENDA ADDITIONS/DELETIONS Mr. Hogan moved for approval of the agenda, seconded by Mr. Snaman and unanimously carried. White Oak Solar Project During their meeting of July 27, 2009, City Council approved the Utility Committee’s recommendation to authorize the City Manager to execute the Solar Energy Purchase Agreement with White Oak Solar Energy, LLC, as per the terms outlined in the Agreement. During the Committee’s consideration of this agreement (meeting of July 13, 2009), members were advised that the agreement presented was the first agreement to be considered from the negotiation process and, if approved, the agreement would be followed by a Land Lease Agreement and an Interconnection Agreement for consideration. Members were provided the additional agreements for their consideration, as follows: Energy Land Lease Mr. Ron Lunt, Public Utilities Director, reminded members that the approved Solar Energy Purchase Agreement is between White Oak Solar Energy, LLC and the City of Dover for the energy, capacity, and Renewable Energy Credits generated from a solar photovoltaic electric generation facility located on the Garrison Tract. He submitted a proposed land lease that will be used to construct the 10 Mw (approximated) solar facility. Mr. Lunt advised members that the leased lot is currently identified as Lot 15, which is located in the north-west corner of the Garrison Tract. It is approximately 103.5 acres, of which 96.5 acres is useable land; the remaining seven (7) acres will be reforested at the City’s request to provide a buffer between the solar facility and the Wild Meadows development. Since the Renewable Energy Credits will be purchased by Delmarva Power, Sustainable Energy Utility, Delaware Municipal Electric Corporation, and the City of Dover, Pace Global recommended that a non-Delaware firm perform the land valuation to ensure a global view of the property. Pace had worked with Alvarez and Marsal Real Estate Advisory Services (Alvarez) on a similar project and recommended that staff use them for this project. The City of Dover contracted with Alvarez and Marsal who performed a complete land valuation and prepared the Garrison Tract Estimated Land Valuation Report. It was noted that Alvarez and Marsal recommended that the City collect between $45,000 to $55,000 annually for a 100 acre lot. Mr. Lunt reviewed highlights of the Energy Land Lease, as follows: A. The proposed lease will collect $55,000 annually and include a two and one-half percent annual increase once the construction commences, which is anticipated to be late spring. B. From the date of the lease execution until construction begins, White Oak will pay a monthly rent of $1,000.

UTILITY COMMITTEE MEETING OF JANUARY 25, 2010 PAGE 2 C. The lease is for twenty-eight (28) years from the date the facility starts producing energy, which is anticipated to be in December 2010. D. White Oak may extend the term in one (1) year increments five (5) times for a total of five (5) years. E. White Oak will be responsible for all Real Property Taxes levied by the appropriate taxing authorities. F. They have an option of leasing up to an additional ten (10) acres during construction for forty-six dollars per acre per month to be used as a construction staging area. G. The adjoining lots will have a solar easement to ensure that no structures are constructed that will cause shading on the solar panels. These setbacks are as follows: a. Lots to the east and west – forty feet of horizontal distance for every ten feet of structure or tree height; and b. Lots to the north and south – twenty-five feet of horizontal distance for every ten feet of structure or tree height. H. At the end of the lease White Oak will be required, at its expense, to remove all the equipment, foundations, structures, and similar facilities and backfill any holes created by the removal process. This will be financed through a letter of credit or bond in year fifteen of the Lease. Mr. Lunt assured members that the Ground Lease had been reviewed by the City’s attorney, Mr. Kirk Betts of Betts and Holt, and he approved the document in its final form. Staff recommended that the City Manager be authorized to execute the presented Ground Lease Agreement with White Oak Solar Energy, LLC, as per the terms outlined in the Lease. Noting that the Garrison Tract Estimated Land Valuation Report has a report date of May 22, 2009, Mr. Ruane stated that the fifth and sixth paragraphs (bullets) on page 2, state that: “According to current city zoning regulations, this classification permits the semi-conductor industry as an approved use without further review, meaning that a company could receive a building permit after having their site plan accepted.”; and that “The minimum lot size is presently set at 50 acres.”. For record purposes, he noted that on October 12, 2009, the City adopted Ordinance #2009-18 that added electric generation as a permitted use on the site and amended the minimum lot size to 10 acres. The ordinance has been incorporated in the City Code, Appendix B, Section 20A, Article 4.16 - Zoning Bulk. He stated that the new reference in the Code to this zoning classification is IPM-2. Mr. Ruane provided members with a copy of the “Dover SUN Park (DSP) – A Solar Milestone for Delawareans” and referred to the timeline provided on page 4 (Attachment #1). He noted that on February 16, 2010, the Planning Commission will be conducting a site plan review for this project and that each parcel of the tract will be reviewed. Mr. Hogan moved to recommend that the City Manager be authorized to execute the presented Ground Lease Agreement with White Oak Solar Energy, LLC, as per the terms outlined in the Lease (Attachment #2), as recommended by staff. The motion was seconded by Mr. Snaman and unanimously carried.

UTILITY COMMITTEE MEETING OF JANUARY 25, 2010 PAGE 3 Energy Interconnection Agreement Members were provided a Small Generator Interconnection Agreement between the City of Dover and White Oak Solar Energy, LLC, for their review. Mr. Lunt explained that in order for White Oak Solar Energy to transmit the power from the site, it will be necessary for them to interconnect to the City’s 69kV distribution system. The Agreement outlines the methods and expectations of the interconnection, notices of outages, construction standards, etc. Mr. Lunt reviewed the provisions of the Interconnection Agreement as follows: A. White Oak will construct the facility according to national standards as recognized by the industry. B. White Oak will own and install the metering and will be required to test the meter every three (3) years. C. White Oak is required to maintain a 98.5% power factor (which is the same requirement that Dover has with Delmarva Power). D. Dover will be notified of any testing and may witness this testing to ensure that the new system will operate properly and not adversely affect the Dover distribution system. E. White Oak will be authorized to operate the generation in parallel with the Dover system. F. The Term of the agreement is twenty (20) years from commercial operation date and White Oak may extend this period annually until such time as they terminate the interconnection. G. There is no compensation to Dover since Dover is purchasing all the energy under a separate Solar Energy Purchase Agreement. H. Dover agrees to not disconnect the generation for routine maintenance during the months of June, July, August, or September. I. White Oak will be financially responsible for all of the expenses related to modifying the existing 69 kV system to allow the interconnection of the generation. White Oak will also be responsible for the construction and maintenance of the interconnection substation located on the generation site. J. In conjunction with the project there will be a 69 kV overhead line extension, approximately one-half mile long, constructed from the existing 69 kV line to the generation site. White Oak will construct this line and turn it over to Dover; this will allow Dover to use the poles for any 12 kV services that they choose. K. Dover supplied White Oak with a detailed Technical Requirements Attachment that specifies the equipment and communication requirements for all the components and systems that could impact Dover’s 69 kV network. White Oak will be required to comply with these requirements. Mr. Lunt assured members that the Agreement has been reviewed by the City’s attorney, Mr. Kirk Betts of Betts and Holt, and that he has approved the document in its final form. Mr. Hogan moved to recommend that the City Manager be authorized to execute the presented Small Generator Interconnection Agreement with White Oak Solar Energy, LLC, as per the terms outlined in the Agreement (Attachment #3). The motion was seconded by Mr. Snaman and unanimously carried.

UTILITY COMMITTEE MEETING OF JANUARY 25, 2010 PAGE 4 Energy Transmission Tariff Mr. Ron Lunt, Public Utilities Director, advised members that White Oak Solar Energy (White Oak), LLC, has requested the development of a standard tariff for the delivery of energy and capacity to the PJM grid through the Delmarva Power and Light transmission network. He explained that the tariff would be required, should the City default on the Solar Energy Purchase Agreement, or at the end of the Agreement. Realistically, he stated that the only occasion that the tariff would be used is if the City were to no longer take power from the solar facility, in which case the City would be in default for the first 20 years of the Agreement, which would be highly unlikely but possible. After the 20 years, Mr. Lunt stated that the City may or may not choose to take energy from the facility and that will be determined at that time. Mr. Lunt reviewed a summary of the provisions contained in the recommended Tariff, as follows: A. This tariff limits the transmission of energy at 10 Mw AC. B. White Oak would be required to reserve capacity of the 69 kV system on an annual basis. C. The City of Dover would not be required to facilitate any required interconnection or other agreements; this would be White Oak’s responsibility. D. The City of Dover would not be required to expand capacity on the network to facilitate this reservation; however, White Oak could request expansion at its own expense. E. White Oak is required to maintain a 98.5% power factor (which is the same requirement that Dover has with Delmarva Power). F. The rate for this tariff is $0.23 per kW-month which is consistent with the tariff titled 69 kV Transmission Service Classification for Transmission Service for 16 Mw EWG Unit operated by NRG Energy. Should White Oak exceed the reservation request the penalty rate will be $1.00 per kW-month for the penalty month. Line losses will be recovered by reducing the Net generation by one-percent, which is also consistent with the existing NRG tariff. G. The City of Dover reserves the right to adjust this tariff from time-to-time to reflect changes in the cost of service. Mr. Lunt indicated that White Oak Solar Energy has reviewed the proposed Tariff and agrees that it is fair and acceptable. In addition, he assured members that the Tariff has been reviewed by the City’s attorney, Mr. Kirk Betts of Betts and Holt, and that he approved this Tariff in its final form. Staff recommended the adoption of the Tariff titled 69 kV Delivery Service Classification to the Grid for White Oak Solar Energy, LLC, and to recognize this as a standard City of Dover Electric Tariff. Mr. Hogan moved to recommend approval of staff’s recommendation (Attachment #4), seconded by Mr. McGiffin and unanimously carried. At the request of Mr. Ruane, Mr. Lunt reviewed the “Dover SUN Park (DSP) – A Solar Milestone for Delawareans” document (see Attachment #1).

UTILITY COMMITTEE MEETING OF JANUARY 25, 2010 PAGE 5 PACE/NAES Monthly Report (November) Members were provided the PACE/NAES Monthly Report for November. The report was provided to allow members the opportunity to monitor what is being sold in electric and the revenues received, which will give members a better understanding of any fluctuations and make improvements if deemed necessary. Although it was not staff’s intention to make a presentation of the report, they welcomed any questions. Mr. McGiffin moved to recommend acceptance of the report, seconded by Mr. Hogan and unanimously carried. Mr. Hogan moved for adjournment, seconded by Mr. McGiffin and unanimously carried. Meeting Adjourned at 5:34 P.M. Respectfully submitted, Eugene B. Ruane Chairman EBR/JS/jg/tm S:\ClerksOffice\Agendas&Minutes\Committee-Minutes\2010\01-25-2010 UTILITY.wpd Attachments Attachment #1 - “Dover SUN Park (DSP) – A Solar Milestone for Delawareans” Attachment #2 - Ground Lease Agreement with White Oak Solar Energy, LLC Attachment #3 - Small Generator Interconnection Agreement with White Oak Solar Energy, LLC Attachment #4 - Tariff titled 69 kV Delivery Service Classification to the Grid for White Oak Solar Energy, LLC

ATTACHMENT #1 Utiility Committee Meeting of 1/25/2010 Dover SUN Park (DSP) – A Solar Milestone for Delawareans 103.5 acres leased (96.5 useable) and provides • Largest solar plant in the an anchor project region - community-scale 10 MW AC • Most competitive photovoltaic technology • Distributed - connects directly into the Dover distribution system • Creates 150 local construction jobs • Supplies clean power for ATTACHMENT #1 ~1,300 homes • RPS requires 2% by 2019, public power is exempt for now Utiility Committee Meeting of 1/25/2010 The Power of Integration

Dover SUN Park - Continued • 1400+ seedling reforestation plus evergreen buffer • Timber harvest to improve solar efficiency • Landscaped along future industrial park road frontage • Unmanned operations • Low traffic • Good neighbor The Power of Integration

Solar Provides Significant Benefits with Negligible Costs • Dover SUN Park provides significant environmental and other benefits – Reduces hazardous air pollutants and other pollution – Reduces Green House Gases – Provides taxes and lease revenues – Construction jobs for 2010 – Provides positive press and an expected catalyst to future development at Garrison Tract – Provides stable, attractive energy pricing for the next twenty years – Electricity is produced during daytime hours when electric demand is high – peak energy • However, solar photovoltaic energy costs more than other forms of energy and that added cost is paid for by the value in the Solar Renewable Energy Credit (SREC) – the SREC is a compliance certificate that certifies that solar energy was produced. – For every Mega Watt Hour a SREC is created that will be sold to the DE utilities including Dover • Dover will purchase 15% of the SREC’s produced from the facility • The cost of these SRECs will represent seven-tenths of one percent of Dover’s projected power supply costs (wholesale costs) • The SREC cost represents a significant discount compared to the penalty for failure to comply with legislated requirements. • Finally, the cost of solar will have a smaller impact on the Dover rate payers than a six cent increase in natural gas prices. The Power of Integration

Projected Timeline Site Plan review by Commissioning / Dover Planning testing of solar Commission facility Racking, inverters, & Utility Committee Notice to proceed issued PV module installation to EPC contractor 1/20 1/25 2/8 2/16 Jun Jul Aug Sep Oct Nov Dec 2010 City Engineering, site Construction of Council work & underground interconnection facilities Joint Signing and distribution upgrades Event facilities DEMEC Board Meeting Commercial operations The Power of Integration

ATTACHMENT #2 Utiility Committee Meeting of 1/25/2010 GROUND LEASE by and between THE CITY OF DOVER, DELAWARE and WHITE OAK SOLAR ENERGY, LLC THIS GROUND LEASE (the “Lease”) made as of the ____________day of ____________, 2010 (the “Effective Date”), by and between the City of Dover, Delaware, having an address at 15 E. Loockerman Street, Dover, Delaware 19903 (“Dover”) and White Oak Solar Energy, LLC, a Delaware limited liability company, having an address at c/o LS Power, Two Tower Center, 11th Floor, East Brunswick, New Jersey 08816 (“Lessee”). WITNESSETH WHEREAS, Dover wishes to enter into an agreement with a power producing company that will develop, construct, own, and operate a solar photovoltaic electric generating facility with a nameplate rating of approximately 10 MW and ancillary or related services and facilities thereto (the “Facility”); and WHEREAS, Dover issued an RFP seeking power producers able and willing to develop, construct, own and operate such a facility, and after reviewing the proposals received in response to the RFP, Dover selected Lessee to develop, construct, own and operate the Facility at the site in Dover, Delaware known as the Garrison Tract (as hereinafter defined); and WHEREAS, concurrently herewith, Dover is entering into a Solar Energy Purchase Agreement (“SEPA”) with Lessee pursuant to which Lessee will develop, construct, improve, repair replace, own and operate the Facility and sell the energy, capacity, and certain related products to Dover pursuant to the terms of the SEPA; and WHEREAS, Dover, for and in consideration of the rents, covenants and agreement hereinafter mentioned, does hereby lease to Lessee, and Lessee does hereby lease from Dover, that certain real property described on Exhibit A annexed hereto and made a part hereof (the “Leased Land”), and all (1) of Dover’s interest in all property in the nature of buildings, structures and fixtures now and hereafter situated on such land and constituting parts of the Leased Land, and (2) rights, interests, powers, licenses, easements, rights-of-way, privileges, hereditaments and franchises now or hereafter situate thereon or appertaining thereto the Leased Land or otherwise necessary for development, construction, ownership, operation and maintenance of the Facility in Lessee’s reasonable discretion (collectively referred to as the “Premises”). 1

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

EXHIBIT A - LEGAL DESCRIPTION OF LEASED PREMISES

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

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

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

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

ATTACHMENT #3 Utiility Committee Meeting of 1/25/2010 SMALL GENERATOR INTERCONNECTION AGREEMENT Between the City of Dover, Delaware and White Oak Solar Energy, LLC (For Generating Facilities No Larger Than 20 MW)

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

S. Typical One-Line Diagram

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

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

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

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

ATTACHMENT #4 Utiility Committee Meeting of 1/25/2010 69 KV DELIVERY SERVICE CLASSIFICATION TO THE GRID FOR WHITE OAK SOLAR ENERGY, LLC AVAILABILITY This tariff is available to the solar electric generating station owned by White Oak Solar Energy, LLC (“White Oak”) to transmit up to 10 MW AC of associated energy from the Point of Interconnection as defined by the Technical Requirements Exhibit to the Interconnection Agreement between White Oak Solar Energy, LLC and the City of Dover (“City”)(“White Oak/Dover Interconnection Point”) to the point of interconnection that the City maintains with Delmarva Power & Light (“DP&L”) pursuant to the Interconnection Agreement between DP&L and the City of Dover, Delaware dated September 12, 2004 (“Dover/DP&L Interconnection Point”). The City affirms and White Oak confirms that nothing in this tariff authorizes White Oak to make retail sales in the City’s service territory. The service provided under the tariff shall be electrically isolated from any other electric service, including retail supply provided to White Oak by the City under a different tariff. This tariff is available to provide access to the City’s networked system only for delivery of up to 10 MW AC to the Dover/DP&L Interconnection Point and is not available for service on other City non-networked facilities. This tariff shall apply to White Oak when service under this tariff is requested by White Oak. To request service, White Oak shall provide written notice to Dover no less than thirty (30) days prior to the date when it requires service. The reservation term shall be one year, subject to renewal annually by giving written notice to Dover no less than thirty (30) days prior to the expiration of the term. CHARACTER OF SERVICE The City is providing firm service on its networked system only under this tariff, which is normally operated as a three phase, sixty cycle, alternating current system at a nominal voltage of sixty-nine thousand (69,000) volts, line to line. The parties expressly agree that the City shall have no responsibility to White Oak for securing any necessary interconnection or other agreement(s) for the use of facilities beyond the City’s networked system, i.e., DP&L or the PJM Interconnection, LLC. The City shall own, operate, maintain and repair its system in accordance with Prudent Utility Practices. White Oak shall operate its electric generating facilities and interconnection facilities in accordance with Prudent Utility Practices. White Oak shall use the City’s networked system in accordance with Prudent Utility Practices. The City shall have no obligation to expand the capacity of its system to accommodate this transaction or to provide any new interconnection facilities of any kind, provided, however, that changes to the system or interconnection requested and fully paid for by White Oak may be made by the City, subject to design, safety, and system security considerations. REACTIVE POWER AND VOLTAGE CONTROL White Oak shall provide sufficient reactive capability and voltage control facilities to meet its reactive power requirements and adequately maintain voltage levels and stability. White Oak shall provide sufficient facilities to maintain a unity (1.0 per unit) power factor at the White Oak/Dover Interconnection Point, based upon projected peak reactive demand measured at the Metering Point and subject to the criteria in the following paragraph. White Oak shall operate so as to maintain a power factor at the Metering Point that is comparable to the average power factor that Dover maintains in its service area, but in no case shall the White Oak monthly peak one-hour interval power factor fall below 98.5%. If White Oak fails to meet this power factor requirement, Dover may install, at White Oak’s cost, capacitors or other equipment to maintain a unity power factor at the White Oak/Dover Interconnection Point. RATES The rate for services hereunder shall be $0.23 per kW-month of service requested for up to 10,000 kW per month, plus charges imposed for reactive power and voltage regulation as provided above, plus Line Losses, commencing when service under this tariff is requested by White Oak. The monthly rate shall be set for a one year period starting with the first day of the month for which this service is requested. The first and

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

LEGISLATIVE, FINANCE AND ADMINISTRATION COMMITTEE The Legislative, Finance, and Administration Committee meeting was held on January 25, 2010, at 6:00 p.m. with Chairman McGlumphy presiding. Members present were Mr. Salters, Mr. Leary, Mr. Shevock, and Dr. Jones. Members of Council present were Mrs. Williams, Mr. Hogan, Mr. McGiffin, Mr. Ruane, Mr. Slavin (arrived at 6:53 p.m.), and Mrs. Russell (arrived at 6:53 p.m.). Mayor Carey was also present. AGENDA ADDITIONS/DELETIONS Dr. Jones moved for approval of the agenda, seconded by Mr. Leary and unanimously carried. Review and Recommendation - Filling of Critical Positions During their meeting of February 23, 2009, members recommended approval of the Hiring Freeze for Fiscal Year 2008-2009, but to allow the hiring of critical positions through the review and approval of the Legislative, Finance, and Administration Committee and City Council. It was suggested that there be a “standing” agenda item to consider the filling of critical positions and, if there are no positions to consider, the item could be removed. Fire Chief’s Assistant Mr. Sean Christiansen, Fire Chief, stated that the proposal is to create a new position entitled Fire Chief's Assistant. He noted that the position was originally established as an Administrative Assistant in 1993 and was occupied by Mrs. Pat Braun from that time until 2000 and was subsequently held by Mr. Carter Knotts until his retirement in March 2009. Chief Christiansen noted that Mr. Knotts was a dispatcher and he kept this title while in the position, although he assumed an administrative role. He explained that the incumbent of the new position will work on a daily basis with the Chief, supervise five (5) dispatchers, handle administrative and budgetary functions, and perform other duties as assigned by the Fire Chief. He noted that the position is currently budgeted at $23,000 for the remaining four (4) months of the fiscal year and for a salary range of $34,959 to $54,960 for the following fiscal year. In response to Dr. Jones, Chief Christiansen noted that the position would include some clerical duties, many administrative functions that the Fire Chief would normally handle on a day-to-day basis, and direct supervision, including scheduling and training, of the dispatchers. He stated that the position was considered by the Human Resources Department to be a “super secretary”. Mr. McGlumphy inquired if the previous position was under the Pay for Performance (PFP) plan and if the new position would be. Chief Christiansen stated that it previously was not. Feeling that Mr. Christiansen might not be familiar with the PFP, Mr. McGlumphy requested Mr. Anthony DePrima, City Manager, come forward. Mr. McGlumphy inquired if Mrs. Braun and Mr. Knotts were members of a union. Mr. DePrima stated that he believed that Mrs. Braun was employed as a Secretary III, which was a non-bargaining position. He stated that Mr. Knotts stepped into the vacancy as a dispatcher, did not change his title, and was in a union position. He stated that Mr. Knotts’ title remained Dispatcher, but he did not perform dispatch duties for many years. Mr. DePrima indicated that the position is now reverting to a non-bargaining position, mostly due to the supervisory duties. Mr. DePrima stated that he would not call the position a “super secretary”, but a supervisor of the dispatchers who

LEGISLATIVE, FINANCE, AND ADMINISTRATION COMMITTEE MEETING OF JANUARY 25, 2010 PAGE 2 is providing a lot of administrative assistance to the chief, similar to the work performed by administrative assistants in other departments with the additional responsibility of supervision and authority over technical people. He indicated that it is a non-bargaining position primarily because of these supervisory responsibilities. McGlumphy noted that the wording led to some confusion and inquired if the salary will remain the same as when Mr. Knotts retired. Mr. DePrima stated this would depend on the level at which the person is hired because there is a hiring range, but the rate could potentially be lower than Mr. Knotts’ salary. Mr. McGlumphy mentioned that the paperwork states the intention to hire at midpoint. Mr. DePrima stated that the position is budgeted at midpoint for estimating purposes and that if an individual can be hired lower than midpoint they will be. He stated that the purpose of the midpoint is just to provide a figure for the budget. Mr. McGlumphy questioned when the word “midpoint” was adopted, stating that this term was still being discussed. Mr. DePrima stated that the term “halfway point” would be appropriate. Mr. McGlumphy inquired whether this referred to the market rate. Mr. DePrima stated that it is the halfway point which was derived from taking the high and low figures from the salary range to the middle of the scale and using that figure for budgetary reasons. Mr. McGlumphy inquired if the position would be classified in the 117 category and Mr. DePrima confirmed that it would be. Mr. McGlumphy asked if the person hired would be required to have experience, noting that other employees classified in the 117 category have many years of experience and when new employees are hired at midpoint they are brought in at a higher level. He stated his understanding that additional administrative duties were involved in the proposed position. Mr. DePrima stated that if an employee was hired at midpoint (noting that this was only a possibility as the midpoint figure was used for budgetary purposes) the expectation would be that the selectee would have experience. Mr. McGlumphy asked if it was known at what level the employee would be selected. Mr. DePrima noted that it will be up to Chief Christiansen to sort through the job applications to find the best candidate. Mr. McGlumphy noted that when an individual is placed at midpoint in a class that contains many others who are below midpoint, this can cause friction. Mr. DePrima noted that this possibility exists with all non-bargaining positions. He reiterated that the midpoint was used only for estimating purposes and stated that using a lower figure would be “low-balling”. Mrs. Williams asked if an organizational level rating had been placed on the matrix for the proposed position. Mr. DePrima stated that Mrs. Kimberly Hawkins, Human Resources Director, and Chief Christiansen had ranked the position. He did not recall, but believed that there was no organizational score. Mrs. Williams asked if this meant that the position was assigned a value of “0”. Mr. DePrima stated that he believed that this was the score that Mrs. Hawkins had assigned. Mrs. Williams questioned that rating, stating that if the category of organizational level or value was to be added to the City’s rating system, the fact that an employee is being hired would indicate the organizational value to be at least a “1”.

LEGISLATIVE, FINANCE, AND ADMINISTRATION COMMITTEE MEETING OF JANUARY 25, 2010 PAGE 3 Mr. DePrima stated that he felt that Mrs. Hawkins’ rationale for not putting a value on the organizational level rating was that there are very few employees who have an assigned value. Mrs. Williams stated that there are 13 positions that have organizational value assigned. Mr. DePrima indicated that this would be 13 positions out of approximately 80 non-bargaining employees. Mrs. Williams felt that the purpose of assigning organizational value was to give certain people raises. Mr. DePrima stated his disagreement with that supposition. Staff recommended that the Committee forward the request to recruit for the position of Fire Chief’s Assistant to Council with a favorable recommendation. Mr. Leary moved to recommend approval of the request to recruit for the position of Fire Chief’s Assistant, seconded by Mr. Salters and unanimously carried. Assistant to the Community Development Manager (Temporary/Part Time Employee - CDBG - Grant Funded) Mrs. Ann Marie Townshend, Director of Planning and Community Development, explained that the City of Dover’s five (5) year Consolidated Plan is due to the Department of Housing and Urban Development (HUD) by May 15, 2010 and the preparation of the plan is a very extensive process. In addition, she stated that the City has received federal recovery funds through the Neighborhood Stabilization Program (NSP) and the Housing Rehabilitation Program. She explained that managing these programs results in a significant increase in the workload for the one (1) person office responsible. She stated that the proposal is to hire a temporary, part-time employee to work specifically on the housing rehabilitation program and NSP reporting and specifications. She noted that the position would be entirely grant funded and charged to the housing rehabilitation line of the program rather than the program administration line. Her expectation was that the employee would assist Mrs. Tracey Harvey, Community Development Manager, until summer when the workload is expected to return to normal levels. In response to Mr. Shevock, Mrs. Townshend indicated that the position will end when grant funds terminate. She stated that Mrs. Harvey had indicated that there are a number of retirees from the Delaware State Housing Authority or other housing organizations who may be interested in the position. She noted that these individuals would have experience in the area of housing and would likely have no expectations of long-term employment. In response to Dr. Jones, Mrs. Townshend stated that because the position was temporary and part- time, she did not believe there was an obligation to advertise. She stated that Mrs. Harvey intended to approach retired individuals who have expressed interest and who have a background in housing. She stated her willingness to advertise the position if the Committee advised it, but indicated that if this occurs, the position will not be filled by February 16, 2010, which was the goal stated on the Committee Action Form.

LEGISLATIVE, FINANCE, AND ADMINISTRATION COMMITTEE MEETING OF JANUARY 25, 2010 PAGE 4 In response to Mr. Ruane, Mrs. Townshend stated that she did not believe that a job classification was required for a temporary, part-time position. Mrs. Townshend stated that the pay rate for the position was determined by comparing proposed duties to existing positions within the City. It was determined that the duties were closest to existing employees in the Administrative Assistant category and, therefore, the proposed salary was established based on the hourly rate of this job classification. In addition, she felt the administrative duties and the requirement of a housing background seemed to bring the position into the Administrative Assistant category. Mr. DePrima believed that temporary part-time positions may be classified. He stated that this position was “tagged” as an Administrative Assistant and an hourly salary would be tagged to that range. In response to Mr. Ruane, Mrs. Townshend stated that, although the programs are well underway, monitoring and reporting requirements remain significant. Due to the fact that the NSP program is running in tandem with the preparation of the CDBG Consolidated Plan, and the fact that spring is the time when the CDBG action plan is prepared for the following grant year, she indicated there is a 50% or more increase in the office workload. In response to Mr. McGlumphy, Mr. DePrima stated that some permanent part-time positions have been advertised and others have not, depending upon the position. He stated he had assumed this position would be advertised. Mr. Salters felt that there would not be a large number of qualified candidates for the part-time position and felt advertising would cause delay. Mrs. Townshend stated that if the Committee recommended approval of the position, it could be advertised prior to bringing the matter before Council. Tentative selection could then be made pending Council’s granting permission to hire. Staff recommended that the request to hire a temporary part-time employee to assist the Community Development Manager be forwarded to Council with a favorable recommendation. Mr. Salters moved to recommend approval of the request to recruit for a temporary, part-time employee to assist with the Housing Rehabilitation Program and the Neighborhood Stabilization Program, in an amount not to exceed $10,000, seconded by Mr. Leary and unanimously carried. Review of Extension - Title V Criminal Justice Council Grant - Girls Circle Mrs. Ann Marie Townshend, Director of Planning and Community Development, explained that in the fall of 2007, the City became the municipal recipient of a three (3) year grant through the Criminal Justice Council aimed at providing programming for at-risk pre-teen girls. She indicated that the City applied for and has administered this grant for the last two (2) years in partnership with Aid in Dover, who provides the services through an after school program called “Girls Circle”. The program is aimed at at-risk female youths and works to raise self-esteem and teach life skills. Mrs. Townshend noted that the program has had good success in the first two (2) years, demonstrating positive statistics and feedback from participants, and the Criminal Justice Council

LEGISLATIVE, FINANCE, AND ADMINISTRATION COMMITTEE MEETING OF JANUARY 25, 2010 PAGE 5 has been very pleased with it. She stated that the application is being brought to the Committee in accordance with the City’s grant policy to receive City Council approval before submitting formal application for the third year of funding for the program. She noted that all funds are passed through Aid in Dover to provide the Girls Circle program and that the City of Dover incurs no direct expenses for the program, aside from the staff time involved in grant administration. In response to Mr. Salters, Mrs. Williams stated that the program is administered by Mr. Mark Harmon, Instructor, and Ms. Lauren Mincy, Project Director, from Aid in Dover. She stated that her position as Executive Director of Aid in Dover creates no conflict of interest because no grant funds go toward her salary, she has no connection with the grant, and, as Council President, has not participated in any votes related to this matter. Mrs. Williams noted that this is the first time that the grant has been awarded outside of the City of Wilmington. Staff requested that the Committee forward the request to City Council with a favorable recommendation. Mr. Leary moved to recommend approval of the submission of a formal application for the third year of funding for the Title V Grant through the Criminal Justice Council, seconded by Mr. Salters and unanimously carried. Proposed Ordinance #2010-05 - Chapter 2 - Administration, Article VI - Other Post-Employment Benefits Fund, Section 2-505 - Medicare Part B Premium Reimbursements Mrs. Donna Mitchell, Controller/Treasurer, explained that during the City Council meeting of July 27, 2009, Council considered four (4) alternatives regarding the elimination of Medicare Part B. At that time, Council approved one (1) of the alternatives: the elimination of Medicare Part B for new hires. Mrs. Mitchell explained that during the City Council meeting of January 11, 2010, Council decided to retain Medicare Part B reimbursement for current employees and retirees as it currently exists and to eliminate this benefit for new hires. Mrs. Mitchell stated that the City Solicitor recommended adoption of the proposed ordinance to document this decision. Responding to Mr. Leary, Mrs. Mitchell verified that this ordinance in no way changes the policies adopted by Council, but merely institutionalizes and formalizes what has already been decided. Responding to Mr. Ruane, Mrs. Mitchell stated she was unsure which fund was referred to in Lines 16 and 17 of the draft proposed ordinance, which state that “the fund for payment of the costs of such premium reimbursement shall be continued as in the past”. Mr. Ruane requested that Mrs. Mitchell identify with a memorandum the fund to which this refers and assure Council that, as stated in the City’s charter, “the fund for the payment of costs for such benefits shall be established and identified.”

LEGISLATIVE, FINANCE, AND ADMINISTRATION COMMITTEE MEETING OF JANUARY 25, 2010 PAGE 6 Mr. Lester Blakeman, 209 Falmouth Way, retiree from the City of Dover Electric Department, stated he had several points of concern regarding the draft ordinance, citing the following provisions: 1) Line 11-12 - “provided that it is clearly stated and understood that the decision of Council, if approved by Council, is not vested and can be changed or eliminated at any time”; and 2) Lines 15-16 - “provided that this is not to be considered a vested right and can be changed or eliminated by Council at any time by ordinance or resolution enacted to that effect.” Mr. Blakeman agreed that Medicare Part B is not a vested employee right as he stated it is not mentioned specifically in the Employee Handbook; however, he read into the record a selection from the 2004 Handbook which he stated specifically addresses retirement benefits (Article XII, Section 2) as follows: “The City shall make available to full-time employees working at least thirty-seven and a half (37.5) hours per week a City Retirement Plan. All employees hired after July 1, 1991 shall be required as a condition of employment to join a plan. Employees shall remain members until their employment with the City ceases, retires or pass away. Pension benefits shall be provided through one of the following: (A) Police Pension Plan (Sponsored either by the City of Dover or State of Delaware) (B) General Employee Pension Plan (C) Defined Contribution Plan The City shall provide group hospital, surgical and health insurance coverage for retired employees and their families. The City pays 100% of each retiree’s individual coverage and 75% of the cost of dependent coverage. This applies to all retirees, unless otherwise specified in employee labor agreements.” Mr. Blakeman believed that if the City stops paying Medicare Part B, responsibility for paying medical insurance would be transferred to a very small, select group of retirees, those who are not represented by unions. He believed these employees were being singled out and treated differently than other employees. He stated that, although Medicare Part B is not institutionalized, 100% payment of medical retirement health care is stated in the handbook as a benefit to employees. Mr. Blakeman provided members with information regarding Retiree Medical Insurance Cost at Age 65 (Attachment #1). He stated that upon retirement, employees enrolled in all plans would revert to the PPO Special Medicfill rate listed on Page 2 of the handout. Referring to the rates listed on Page 1 of the handout, Mr. Blakeman stated that if the City made payments for retirees at the

LEGISLATIVE, FINANCE, AND ADMINISTRATION COMMITTEE MEETING OF JANUARY 25, 2010 PAGE 7 Medicfill rate, the City would incur an additional cost of $5.62 for employees on the First State Basic Plan; however, savings would be realized for employees on the three (3) other health care plans listed. Mr. Leary stated he did not understand the connection between the cost sheet provided and the discussion regarding the proposed ordinance. He indicated that the proposed ordinance would make it more difficult to eliminate Medicare Part B for non-represented employees. Mr. Blakeman felt that preserving the language in the ordinance that would allow Council to revisit this issue in the future would amount to having a “sword over the head” of non-bargaining employees. Mr. Salters explained that Council had voted to retain the Medicare Part B benefit for non-bargaining employees, but felt that the City cannot be held to what may happen in the future. After a lengthy discussion, Mr. Blakeman summarized by stating that he began working in the City with the understanding that he would perform his job and the City would perform what it promised to do as well. He believed that the proposed ordinance states that this is no longer true. Mr. Scott Koenig, Public Services Manager, stated his appreciation for the City’s effort to try to memorialize the discussions on this issue over the past few months. He felt some concerns might be eased if some changes were made in the language of the ordinance as follows: 1) Line 16 - Mr. Koenig suggested that the statement that the provision of Medicare Part B can be changed by “ordinance or resolution” be changed by striking the word “resolution”. He believed that the passing of an ordinance requires a public hearing and a higher standard of consideration. 2) Line 16 - Mr. Koenig felt that the phrase “at any time” could cause concern whenever an agenda is posted, which he felt becomes a detriment to the relationship between the City and current employees and retirees. He proposed amending the language to have this decision be evaluated on an annual basis as part of the budget process. 3) Mr. Koenig felt that everyone who is currently eligible or receiving Medicare Part B should be provided a 90-day written notice by the Council if this issue is going to be considered in the future so that those out of the area or unavailable would have ample time to respond. 4) Mr. Koenig’s final concern related to the three (3) distinct groups of employees he believed were affected by the ordinance, which he explained were current non-bargaining employees, those just retired but not receiving the benefit yet, and those who are retired and receiving the benefit. He

LEGISLATIVE, FINANCE, AND ADMINISTRATION COMMITTEE MEETING OF JANUARY 25, 2010 PAGE 8 questioned whether it was Council’s intent to consider all of these employees equally if this matter were to be examined again in the future. In response to Mr. Hogan, Mr. Koenig stated he would be willing to incorporate language into the ordinance to conform with his proposed changes. Mr. DePrima indicated his preference that consideration of this matter not be linked to a budget, as this would place a burden on the City Manager to review this issue every year during budget preparation. He felt another time would be appropriate. In addition, he stated that ordinances do not always require a public hearing, and that public hearing and notification procedures mentioned should be written into the ordinance if it was Council’s intent to require them. Mr. Salters felt that the notification process could become cumbersome and suggested Mr. Koenig include an easy way to accomplish this in any proposal prepared for Mr. Hogan. Mr. Ruane stated that the language in the ordinance prepared by Mr. Rodriguez appears to echo the existing language in the City Charter, which states that the “authority to provide benefits on the part of the City shall be evidenced by an ordinance or resolution duly adopted”. He felt that eliminating the word “resolution” would necessitate an amendment of the Charter. Mr. Salters moved to recommend adoption of Proposed Ordinance #2010-05 - Chapter 2 - Administration, Article VI - Other Post-Employment Benefits Fund, Section 2-505 - Medicare Part B Premium Reimbursements (Attachment #2), as recommended by staff, seconded by Mr. Leary and unanimously carried. Discussion - Requirement that Council, Committees, Commission, and Board Members Step Down When Running for Other Office Mr. Hogan explained that during their Regular Meeting of December 14, 2009, members of Council considered a request from the Dover Human Relations Commission (DHRC) to remove the requirement that members resign prior to running for other office. Although the recommendation was denied, as recommended by the Legislative, Finance, and Administration Committee, Councilmen Leary and Hogan suggested the possibility of instituting this requirement for all committees and commissions of the City of Dover, as alternatively recommended by the DHRC. Mr. Hogan noted that the DHRC and the Ethics Commission are the only committees in the City that have this requirement. He felt this to be discriminatory and believed all committees and commissions should have the same set of rules. Mr. Hogan recommended that Council, committee, commission, and board members be required to resign prior to running for other office and direct staff to prepare necessary ordinances to effect the change, and Mr. Leary stated his support for this action. In response to Mrs. Williams, Mr. Leary explained that, under this proposal, if an individual files papers for an elected office, they would be considered resigned from their current Council, committee, or commission position. He added that he would like to include the Mayor’s position as well and felt that a Council person should be required to resign before running for Mayor.

LEGISLATIVE, FINANCE, AND ADMINISTRATION COMMITTEE MEETING OF JANUARY 25, 2010 PAGE 9 Mr. Hogan stated that when citizen members of committees file for City Council seats, conflicts of interest can arise. He also believed that if an individual occupies one office while running for another, it is difficult to perform their primary function. Mr. Ruane felt that this action would step beyond the limitations of the charter and the municipality. He stated that the qualifications for offices are set by the City Charter and Code, and by State law. He felt that the focus should be kept on limiting the right to return to an office or appointment already held. In addition, he stated that the nature of the City’s appointments vary broadly, citing examples of the Awards Committee, 4th of July Committee, and Planning Commission. He felt it was important to distinguish between the types of appointees by City government and that the prohibition on running for office should be limited to those positions that have been delegated authority for implementing City ordinances or exercising proscriptive duty specified elsewhere in the Code versus ad hoc committees. Mr. Leary explained that in approximately 1992, three (3) members of Council sought other elected offices which turned out to be “mildly disruptive”, as campaign issues entered into municipal discussions which became “uncomfortable”. At that time, he stated, he and some of his colleagues sponsored a similar piece of legislation applying to the Mayor and members of Council. He stated that a Charter Amendment was put forth at that time which passed the State House of Representatives but failed in the State Senate. He stated the City can proscribe the activities of its own officials if the Charter is amended and the State accepts this. Mr. McGiffin disagreed with the proposed ordinance, stating that he felt the State or District-level voters should have the authority to determine whether an appointee can handle the responsibility of serving while running for office. In addition, he believed it would be a mistake to prohibit those who serve on committees from running for Council office, since he felt that committees are the natural ground from which candidates arise to run for Council. He felt this prohibition would dissuade citizens from running for Council or serving on committees and urged that the prohibition not be expanded. Mr. Leary moved to table this item for further discussion, seconded by Mr. Salters and unanimously carried. Final Report - Revenue/Cost Saving Ideas Submitted for Consideration This item was deferred until the Committee Meeting of February 8, 2010, due to time constraints. Mr. Salters moved for adjournment, seconded by Mr. Leary and unanimously carried.

LEGISLATIVE, FINANCE, AND ADMINISTRATION COMMITTEE MEETING OF JANUARY 25, 2010 PAGE 10 Meeting Adjourned at 7:05 P.M. Respectfully submitted, William P. McGlumphy WPM/JS/TAM/rr S:\ClerksOffice\PACKETS\2010\Council\02-08-2010\01-25-2010 LF&A REVISED.wpd Attachments Attachment #1 - Retiree Medical Insurance Cost at Age 65 Attachment #2 - Proposed Ordinance #2010-05 - Chapter 2 - Administration, Article VI - Other Post-Employment Benefits Fund, Section 2-505 - Medicare Part B Premium Reimbursements

ATTACHMENT #1 LF&A Committee Meeting of 1/25/2010

ATTACHMENT #2 LF&A Committee Meeting of 1/25/2010 CITY OF DOVER PROPOSED ORDINANCE #2010-05 1 BE IT ORDAINED BY THE MAYOR AND COUNCIL OF THE CITY OF DOVER, IN 2 COUNCIL MET: 3 That Chapter 2 - Administration, Article VI - Other Post-Employment Benefits Fund, be amended 4 by inserting a new Section 2-505 - Medicare Part B Premium Reimbursements, as follows: 5 Sec. 2-505. Medicare Part B Premium Reimbursements 6 On July 27, 2009, Counci1 approved the recommendation of the Legislative, Finance, and 7 Administration Committee's recommendation not to provide for Medicare Part B premium 8 reimbursement for all non-bargaining employees which applied only to new hires after July 27, 2009. 9 The City currently provides Medicare Part B premium reimbursement for all other non-bargaining 10 employees and the Legislative, Finance, and Administration Committee recommends that this 11 practice be continued provided that it is clearly stated and understood that the decision of Council, 12 if approved by Council, is not vested and can be changed or eliminated at any time. 13 The City of Dover shall continue to provide Medicare Part B premium reimbursements for all 14 non-bargaining employees other than those new hires after July 27, 2009, as it has done in the past, 15 provided that this is not to be considered a vested right and can be changed or eliminated by Council 16 at any time by ordinance or resolution enacted to that effect and, further, that as required by the 17 Charter, Section 3, the fund for payment of the costs of such premium reimbursement shall be 18 continued as in the past. 19 SYNOPSIS 20 The City in the past has provided to all non-bargaining employees Medicare Part B 21 premium reimbursement. On July 27, 2009, Council adopted an ordinance that 22 terminated such premium reimbursement for non-bargaining employees hired on or 23 after July 27, 2009. The effect of this ordinance is to reaffirm the position of the City 24 to continue to provide Medicare Part B premium reimbursement for all 25 non-bargaining employees hired previous to July 27, 2009, with the complete and 26 absolute understanding that this decision of Council does not convey or establish any 27 vested right to non-bargaining employees to receive this premium reimbursement in 28 the future and that such decision of premium reimbursement may be changed or 29 eliminated by Council at any time. 30 ADOPTED: * 31 S:\ClerksOffice\Ordinances\2010\Draft Ordinances\Ordinance 2010-05.wpd 32 Actions History 33 January 25, 2010 - Scheduled for Consideration by the Legislative, Finance, and Administration Committee

SAFETY ADVISORY AND TRANSPORTATION COMMITTEE The Safety Advisory and Transportation Committee Meeting was held on January 27, 2010, at 6:00 p.m. with Councilman Hogan presiding in the absence of Chairman Slavin. Members present were Mr. Hogan, Mrs. Russell, Mr. Davis, and Mr. Harmon (arrived at 6:10 p.m.). Members of Council present were Mr. Leary and Mr. Ruane. AGENDA ADDITIONS/DELETIONS Mr. Davis moved for approval of the agenda, seconded by Mrs. Russell and unanimously carried. Request for Amendment to Chapter 18 - Animals, Section 18-16 - Keeping Bees Members were provided a letter received from Mr. Bill Benton requesting an amendment to Chapter 18 - Animals, Section 18-16 - Keeping Bees. Mr. Benton advised members that the honey bee is endangered and explained the devastating effect this could have on the food supply. He also explained the benefits of having bees in urban areas and noted that many other cities are now allowing the keeping of bees within city limits. Members were provided with an article, “Bee Bill Creates a Buzz”, regarding action taken during the Denver City Council Meeting in November 2008. He assured members that the bees are bred for gentleness and that most bee stings are caused by other types of bees, such as wasps. Referring to the City’s current ordinance regarding the keeping of bees, Mr. Hogan noted that the City allows for the keeping of bees; however, there are set-back requirements. Mr. Bob Volkomer, Vice President of the Kent County Beekeepers Association (also member of the Frederica Town Council and past Mayor), advised members that he is a suburban beekeeper, residing within town limits, and maintains approximately eight (8) colonies of bees on a 60’ x 100’ lot. Being a beekeeper for 35 years, Mr. Volkomer stated that he has not received a single complaint from any neighbors nor complaints to town hall. He advised members that his eight (8) year old grandson works with the bees. Mr. Volkomer stated that bees are essential to the environment, explaining that bees are responsible for 1/3 of the world’s food supply and that there is a movement to encourage bee keeping. He indicated that bees provide benefits to residents, such as pollination of gardens and shrubs, and that managed bees are gentle. He assured members that as a beekeeper, he has received only positive comments from his neighbors. With regards to the City of Dover’s current ordinance, he advised members that the set-back requirements are such that they disqualify most residents within the City limits. He requested that members consider amending the ordinance in such a manner that would allow beekeepers to keep bees on the suburban lots within the City limits. Responding to Mr. Hogan, Mr. Volkomer stated that there were two (2) City of Dover residents at a recent Beekeepers course, including Mr. Benton, and that he is aware of three (3) beekeepers within the City of Dover limits. He stated that no members of the Kent County Beekeepers Association are from the City of Dover. Responding to Mr. Davis, Mr. Volkomer referred to an article he provided to members titled “Backyard Beekeeping” (Attachment #1) and suggested that, in addition to setbacks, there would be additional amendments necessary to the City’s ordinance. He also suggested that members review the “Model Beekeeping Ordinance” (Attachment #2) for developing possible amendments to the City’s ordinance.

SAFETY ADVISORY AND TRANSPORTATION COMMITTEE MEETING OF JANUARY 27, 2010 PAGE 2 Mr. Robert Mitchell, State Apiarist, Plant Industries Section, Delaware Department of Agriculture, advised members that the Department of Agriculture encourages the keeping of honey bee colonies. He noted that many beekeepers live within city/town limits and they do not experience problems, are good neighbors, etc. It was his opinion that beekeeping should be permitted in the City of Dover and, from a biological perspective, the keeping of bees in urban areas is a wise choice. Based on USDA research, Mr. Mitchell advised members that when an area is saturated with the genetics preferred, which would be managed European bee colonies, when the event of Africanized bees does occur, the amount of genetic material in the area will alleviate many of the problems. Although the genetic material is one resource, he advised members that another resource is the beekeepers themselves. Mr. Mitchell advised members that a minimum of 200 calls per year have been received regarding honey bee swarms in Dover. He assured members that the majority of these swarms are generated from people in the City. Mr. Mitchell stated that nature abhors a vacuum and there will be something needed to fill it, which will be bees of some type. When the Africanized bees arrive, if the domestic bees are abundant and remain well managed through requeening, the Africanized strain will soon become domesticated and its impact will be minimal. Mr. Mitchell encouraged members to consider less stringent requirements and setbacks with regards to beekeeping. With regards to safety and security concerns, Mr. Mitchell advised members that there is a colony of honey bees at the U.S. White House. Responding to Mr. Harmon, Mr. Mitchell stated that there are voluntary programs for beekeepers and regional beekeepers associations that administer tests for beekeepers to become master beekeepers. In Delaware, the only requirement for beekeepers is that they register their honeybee colonies. With reference to the City’s current ordinance, Mr. Leary advised members that there was a beekeeper whose neighbors complained about the keeping of the bees, explaining that they were a nuisance. The 150’ setback was established as a compromise by allowing the keeping of bees while not infringing upon their neighbors. Since there have not been any concerns or complaints since, he encouraged members to consider this history in their consideration of any amendments to the ordinance. In response to Mr. Leary’s comments, Mr. DePrima also recalled that the immediate next door neighbor to the beekeeper had a child that was allergic to bees and was unable to use their backyard due to the bees. However, he stated that he did not recall any discussions regarding fencing, water, or other requirements that could alleviate some of the concerns of residents. Mr. Hogan suggested that if Mr. Mitchell was willing to draft proposed ordinance amendments, the committee would be willing to consider such amendments at a future meeting. Central Delaware Chamber of Commerce Transportation Recommendations (Frank Fantini) Mr. Frank Fantini, Chair of the Central Delaware Chamber of Commerce Transportation Committee, explained that transportation is an extraordinarily important economic development issue. He reviewed the Delaware Central Chamber Transportation recommendations that were provided to members.

SAFETY ADVISORY AND TRANSPORTATION COMMITTEE MEETING OF JANUARY 27, 2010 PAGE 3 Mr. Ray Harbeson, Member of the Central Delaware Chamber of Commerce Transportation Committee noted that many of the project priorities for the Chamber of Commerce are also project priorities that were submitted to DelDOT by the City of Dover. He reviewed the revenue generating concepts being considered for the Transportation Trust Fund to allow some of the projects to begin. Although the recommendations have not been approved by the Chamber of Commerce Board, they have authorized the committee to discuss the issues to determine consensus. Mr. Davis relayed concern with the idea of instituting additional taxes to users during the current economic times and, although he felt that the requests were not unreasonable, additional information would be necessary prior to making any final decision in support of the recommendations. Responding, Mr. Harbeson stated that economists have shown that for every dollar put into a transportation program, an additional transportation infrastructure job is created, and for every infrastructure job that is created, an additional 1.7 jobs are created in the local economy. Mr. Ruane felt that there was a great opportunity for the City to partner with the Chamber of Commerce, noting that the coincidence of priorities is incredible, being practically the same list developed by the committee and approved by City Council. With the Chamber’s support, he felt that the City would have a better opportunity for drawing attention to the priorities and support from the Delaware Department of Transportation (DelDOT) level. With regards to the funding arrangements, it was Mr. Ruane’s opinion that the recommendations presented are a general notion of items to be further considered and that the committee is not being requested to take a position on the items at this time. The City of Dover, as a municipality, is being provided an opportunity to “lead the way” as the Chamber approaches other municipalities to obtain support. He urged members to adopt the recommendations as presented. In response to Mr. Hogan, Mr. Harbeson explained that the recommendations are ideas that were presented to the Chamber of Commerce Board and that they gave authorization to work with other Chambers, the Committee of 100, the Delaware Contractors Association, etc. to determine if there is support on a consensus on what revenues should be advanced. Although they are not expecting action by the City on the list of recommendations, they welcomed any additional suggestions to be considered for inclusion in the recommendations. Mr. Harbeson indicated that once the presentations have been made to the various groups, a final presentation will be made to the Chamber of Commerce Board for final approval of the recommendations. Mr. Hogan clarified that, at this time, it is being requested that the committee support the Central Delaware Chamber of Commerce Transportation Committee and encourage the continuation of the process of presenting the recommendations to other groups. Mrs. Russell moved to recommend that the City encourage the Chamber of Commerce to continue with this process and look forward to the final recommendations. The motion was seconded by Mr. Davis and unanimously carried.

SAFETY ADVISORY AND TRANSPORTATION COMMITTEE MEETING OF JANUARY 27, 2010 PAGE 4 Waiver Request to Allow for the Creation of a Lot Without Public Street Frontage - Garrison Oak Technical Park Members considered a request for waiver from the street frontage requirements for the Garrison Oak Solar Park Lot 15. In accordance with Article 6, Section E of the City of Dover Subdivision Code, all lots in a subdivision shall have frontage on a public street. The solar park would like to begin construction prior to completion of the Garrison Oak Technical Park. In order to develop the solar park on lot 15, it is necessary for the City to provide a 60’ wide access easement from White Oak Road. This lot would later comply with the street frontage requirements once the Garrison Oak Technical Park is built. Because of this peculiar condition, staff believes the necessary requirements to waive the street frontage requirement have been met. Mrs. Ann Marie Townshend, Director of Planning and Community Development, provided members a revised Waiver Report (Attachment #3), and stated that the Planning Commission granted conditional approval on January 19, 2010 of the Site Plan to permit the construction of a photovoltaic electric generating facility on a portion of the total 103.54 +/- acres of Lot #15. The site (Lot #15) is within the Garrison Oak Technical Park and is zoned IPM-2 (Industrial Park/Manufacturing Technology Center) and SWPOZ (Source Water Protection Overlay Zone) Tier 2. The property is located on the northwest side of White Oak Road, east of Route 1, owned by the City of Dover. The property address is 1499 White Oak Road (Tax Parcels: ED05-068.00-01-01-00 and LC05-068.00-01-03.00). Mrs. Townshend advised members that the proposed subdivision of Garrison Technical Park is subject to the requirements of the Land Subdivision Regulations, specifically Article VI, Subdivision - General Requirements and Design Standards. In Article VI, §E - Lots, item 5 requires “All lots in a subdivision shall have frontage on a public street”. The proposed parcel configuration to subdivide Lot #15 does not result in the lot having frontage on a public street; therefore, the applicant has requested a waiver under the provisions of Article VII, Special Provisions, Section A - Variance and Waiver. Mrs. Townshend explained that access to Lot #15 would be via a 60 foot wide cross access easement through the Garrison Oak Technical Park site to connect to White Oak Road. This access easement and waiver from the required road frontage will not be necessary once the remainder of the Technical Park is completed and the associated roads for the park are constructed. With the completed Technical Park, the proposed roadway through it will provide Lot #15 with the required frontage. As requested, the waiver will allow the Solar Park to proceed in its development prior to the overall Garrison Oak Technical Park. Staff recommended approval of the waiver request to create a lot (Lot #15) without public street frontage, recognizing the development of this area as a Solar Park. The Garrison Oak Technical Park will follow closely behind the development of the Solar Park and this access easement is meant to be a temporary measure to allow the Solar Park to move forward in accordance with its design needs. In order to achieve any street frontage for the proposed Lot #15, the Solar Park would require an odd property line configuration and the need to reconfigure the Garrison Oak Technical Park once that application comes before the Planning Commission. The configuration for Lot #15, as presented with the waiver of the requirement for lot frontage as a temporary measure, is the better option for clarity.

SAFETY ADVISORY AND TRANSPORTATION COMMITTEE MEETING OF JANUARY 27, 2010 PAGE 5 During their meeting of January 19, 2010, the Planning Commission reviewed the proposed waiver request as part of its review of the Dover Solar Park at Lot #15 of the Garrison Oak Technical Park and recommended approval of the waiver to allow the creation of a lot (Lot #15) without public street frontage, recognizing that this is a temporary measure until the remainder of the Garrison Oak Technical Park is completed. Mr. DePrima reminded members that there is a land lease from the City and, for financing purposes, the solar company needs their facility to be located on a separate legal lot, which created an issue. Mr. Davis moved to recommend approval of the requested waiver, as recommended by the Planning Commission, seconded by Mr. Harmon and unanimously carried. Discussion - Alcohol Related Issues Mrs. Ann Marie Townshend, Director of Planning and Community Development, advised members that over the last year, downtown Dover has experienced increased problems associated with crowds during late hours when bars close. Problems have included nuisance complaints, such as public urination, loitering, and vandalism, and more serious complaints such as fights involving weapons. On a number of occasions, fights in the downtown area have required significant police response involving the entire shift to respond, as well as units from neighboring police departments. Currently, the City is limited in its ability to hold businesses accountable for controlling the crowds in their establishments, especially once these crowds leave. In the downtown area, as soon as patrons leave the building they are in the public right-of-way and not a private parking lot controlled by the business owner. Fights may start inside an establishment and spill out into the street. In cases where the business is not responsive to requests to better manage the situation, there is currently nothing in Dover Code that allows the City to require that the business be responsive. During the Downtown Dover Partnership (DDP) Board Meeting held in December 2009, Mrs. Townshend stated that there were a number of downtown business owners in attendance requesting that the Partnership and the City provide assistance to improve the situation before it jeopardizes their businesses. In early January, the Executive Committee (officers and committee chairs) of the Downtown Dover Partnership met to discuss how this issue could be addressed. The Planning Office and Police Department presented some potential ideas for Code changes that would give the City tools to address the problems and hold businesses accountable for managing their crowds. Mrs. Townshend advised members that the idea that meeting attendees believed had the most potential was to create a license for establishments that serve alcohol that would include certain conditions that mirror State Alcoholic Beverage Control Commission rules. She stated that an ordinance could be drafted in this regard and brought forward through the City’s process for adoption. Before bringing such an ordinance through the City Council process, staff would work with the DDP and other affected communities to ensure that it addresses the issues appropriately. Before investing significant time and resources into this effort, staff felt it was important to get the concurrence of City Council, through this Committee, that such an ordinance is desired. Part of the ordinance development process will include researching provisions that other Delaware municipalities have in place to address such issues.

SAFETY ADVISORY AND TRANSPORTATION COMMITTEE MEETING OF JANUARY 27, 2010 PAGE 6 Staff requested that the committee provide direction in terms of drafting ordinances to address concerns from the community about the impact of bar crowds. Mr. Eric Wilke, business owner and resident of downtown Dover, read a statement into the record (Attachment #4). He advised members that this statement was also read to the Downtown Dover Partnership Board a couple of months ago and that the attention provided to him, as a resident and merchant, by the City through the Partnership has been tremendous. He thanked staff for their efforts in their attempts to address these problems. He suggested that members visit downtown late in the evening to observe the problems mentioned in his statement. Mr. Harmon concurred with the concerns relayed and noted that there is a lack of police representation. It was his feeling that more police representation, both foot patrol and riding through, would deter many of the problems that have been expressed. He questioned the current situation for police presence on Loockerman Street. Responding, Mrs. Townshend stated that foot patrol is provided through police extra duty and that there is no dedicated foot patrol for Loockerman Street. With grant funds, she stated that foot patrol has been provided and that the quality of life unit, consisting of four (4) officers, has spent a considerable amount of time along Loockerman Street; however, with the current economic situation and furloughs, these officers have been rotated to patrol. Mr. Ruane felt that the City had the necessary ordinances to prohibit the undesired actions that have been described and have been occurring. He suggested that the issue is with the enforcement of these ordinances, which would require additional policing. Although he felt that businesses should be held responsible for actions that take place on their premises and parking lots, he relayed concern with the development of legislation that would hold a business responsible for the behavior of “customers off premises”. Should additional legislation be drafted, Mr. Ruane suggested that, in addition to the Police Department, staff should include the merchants in the development of any ordinances. In response to businesses being responsible for behavior of “customers off premises”, Mrs. Townshend explained that there are certain behaviors, such as an individual who walks out of an establishment with an open container. In accordance with current laws, the police only have the ability to cite the individual and there is no law that would require a business to be responsible for protecting their entrance by prohibiting the individual from walking out with an open container. Mr. Davis indicated that other municipalities, such as Philadelphia, do hold a business, as well as bartenders, responsible for the actions of customers off premises. Although the City of Dover may not be interested in this consideration, he advised members that other cities have such ordinances. Mrs. Russell moved to recommend that staff be authorized to begin the process of drafting ordinances to address the concerns of the community, seconded by Mr. Harmon and unanimously carried.

SAFETY ADVISORY AND TRANSPORTATION COMMITTEE MEETING OF JANUARY 27, 2010 PAGE 7 Briefing on Delaware Department of Transportation (DelDOT) Projects - Gary Laing Mr. Gary Laing, Community Relations Officer for the Delaware Department of Transportation (DelDOT) and Public Relations Liaison, referred to the previous discussion regarding the Central Delaware Chamber of Commerce Transportation Recommendations, and assured members that DelDOT has been internally reviewing ways to be more efficient and reduce costs. As an example, he stated that Department of Transportation Secretary Wicks recently announced the merging of the toll operations with the Division of Motor Vehicles. In addition, the office hours for the E-Z Pass Office are currently 24-7, which will be reduced. He advised members that the Smyrna rest stop is currently staffed 24-7 and that DelDOT will be reducing the hours the facility will be staffed; however, he indicated that customers will still be able to use restroom facilities and vending machines. Mr. Laing provided members a briefing on DelDOT Projects, as follows: West Dover Connector Mr. Laing stated that there is no further information regarding the West Dover Connector. The project is currently at a standstill, partly due to a funding issue and partly due to the legal processes. South Governors Avenue Improvements Mr. Laing reported that there has not been much work on the improvements to South Governors Avenue recently due to the weather, noting that, since November, there has been rain, a major snow storm, and more rain. Due to this moisture, the ground is extremely saturated. Even if conditions improve to the point that would allow work on the improvements, Mr. Laing stated that, due to the time of year, necessary materials are not available, explaining that asphalt plants close during certain periods of the year. Water Street Railroad Crossover Mr. Laing reminded members that the Water Street Railroad Crossover is a long-term project, noting that an agreement with the Railroad and General Assembly will be required. Once the agreement is reached with Northfolk Southern, he indicated that DelDOT will need the concurrence of the General Assembly before a crossing can be closed anywhere in the State. At that time, Mr. Laing stated that DelDOT will need the City’s support in convincing the legislators that it needs to be accomplished. Responding to Mr. DePrima, Mr. Laing assured members that DelDOT has staff working on this project. North State Street Paving and Rehabilitation Mr. Laing reminded members that during a previous meeting, there was much discussion, regarding the proposal for conducting overnight work on the North State Street Paving and Rehabilitation Project. He stated that much of the jackhammer work can now be done during daylight hours. He advised members that an agreement has been reached with the City for the milling and paving operations, which DelDOT preferred to have completed during the evening hours. Mr. Laing advised members that this work should only take four (4) evenings, two (2) for milling and two (2) for paving, and is a “rolling” operation; therefore, they would not be in front of a residence all

SAFETY ADVISORY AND TRANSPORTATION COMMITTEE MEETING OF JANUARY 27, 2010 PAGE 8 evening. Due to work being performed by Chesapeake Utilities, DelDOT has had to delay this work. He assured members that the work will begin in the spring and that residents will be notified in advance of this work beginning. Briefing on City of Dover Projects Mr. Tony DePrima, City Manager, provided a briefing on City of Dover Projects, as follows: Wyoming Mill Road Project Mr. DePrima indicated that although the Wyoming Mill Road Relocation Project is a DelDOT project, it is being managed by the City of Dover. He advised members that there have been discussions with Ms. Carolann Wicks, Secretary of the Department of Transportation, and that she has indicated an agreement for assuming the management of the project. He explained that the project is more expensive than anticipated and that more match money would be required. Secretary Wicks has also agreed to look for additional dollars from savings from other projects. Mr. DePrima stated that many of the residents were not notified of the realignment of the roadway and that, as a result, there will be more outreach and community discussions regarding the project. Mr. DePrima advised members that a request was submitted by a legislator requesting the installation of a traffic signal at Wyoming Mill Road and North Street. The City is discouraging the approval of this request since there would be a substantial expense for temporary matter. Mr. Laing assured members that due to the costs and the knowledge of there being a realignment, DelDOT will not be taking any action regarding the installation of the requested traffic signal. Briefing on Dover/Kent County Metropolitan Planning Organization (MPO) Projects - James Galvin Mr. James Galvin, Principal Planner, Dover/Kent County MPO, explained that the Dover/Kent County MPO is currently redoing the Transportation Improvement Projects (TIP) and has begun the process of identifying the projects in the Comprehensive Transportation Program (CTP). He reminded members that the Loockerman Street/Forest Street Project was removed from the CTP last year and that the project has been relisted in the CTP; however, it is listed for an out-year and is not a part of the TIP. Mr. Galvin reminded members that the MPO will be considering a Regional Bicycle Plan for the County and that it is hoped that the plan will include connections for the City of Dover to regional facilities, as well as for other municipalities. He assured members that public input and involvement will be planned. Mr. Galvin stated that the MPO is currently assisting the County with their Transportation Investment District Plan, which goes along with their Comprehensive Plan and its relationship to Transportation Projects. There has been consideration of a corridor around the transit center, running along Water Street from West Street to the Capitol. This concept will be presented to City staff, as well as the Downtown Partnership, in an attempt to obtain support.

SAFETY ADVISORY AND TRANSPORTATION COMMITTEE MEETING OF JANUARY 27, 2010 PAGE 9 Responding, Mr. DePrima felt that the North Street corridor, from the Railroad tracks to the Townsend Building, needs as much attention as Water Street and requested consideration. Mr. Davis moved for adjournment, seconded by Mr. Harmon and unanimously carried. Meeting Adjourned at 8:02 P.M. Respectfully submitted, Kenneth L. Hogan Acting Chairman KLH/RR/jg/js/tm S:\ClerksOffice\Agendas&Minutes\Committee-Minutes\2010\01-27-2010 SA&T.wpd Attachments to Original Minutes and File Copy: Attachment #1 - “Backyard Beekeeping” Article Attachment #2 - "Model Beekeeping Ordinance" Attachment #3 - Revised Waiver Report - Street Frontage Requirements for the Garrison Oak Solar Park Lot 15 Attachment #4 - Open Letter from Eric Wilke

CITY OF DOVER FINANCE DEPARTMENT MONTHLY BUDGET REPORT DECEMBER 2009 PREPARED BY: FINANCE DEPARTMENT PLEASE NOTE – THIS REPORT PROVIDES TOP LINE INFORMATION ON THE THREE MAJOR OPERATING FUNDS. IF YOU WOULD LIKE ADDITIONAL INFORMATION, PLEASE FEEL FREE TO CONTACT THE FINANCE DEPARTMENT.

Page 2 of 7 City of Dover Finance Department Monthly Budget Report December 2009 S Strategic Objectives for Fiscal Year 2009 – 2010 1. Coordinate audit program with the Legislative, Finance & Administrative Committee. Meet all deadlines as established in the audit program. 2. Fortis training and implementation for Payroll and Accounts Payable. 3. Each staff member will take three (3) in house Sungard training sessions. ACTIVITY LEVELS FY09 YTD FY10 YTD BANK TRENDS Number of Deposits Made 760 584 Total Amount of All Deposits $ 75,084,279 $ 72,750,137 PAYROLL Hours % Amount Hours % Amount Gross wages per registers 464,726 100.0% $ 10,473,654 517,606 100.0% $ 11,305,766 Wages and Hours Worked Regular 396,562 85.3% $ 8,518,464 416,233 80.4% $ 8,770,111 All over time 16,117 3.5% $ 643,107 19,183 3.7% $ 769,482 Other Paid or Unpaid Wages and Hours Vacation 31,877 6.9% $ 815,527 33,925 6.6% $ 889,530 Sick 10,888 2.3% $ 235,917 10,307 2.0% $ 228,779 Furlough - 0.0% $ - 12,659 2.4% $ - Terminal Leave - Retiree Vacation/Sick Payout 1,274 0.3% $ 34,694 10,225 2.0% $ 345,717 Comp Time (Police) 1,977 0.4% $ 50,348 3,175 0.6% $ 96,572 Personal 568 0.1% $ 14,883 589 0.1% $ 15,699 Leave Without Pay 4 0.0% $ - 2,811 0.5% $ - Other (description below) 5,460 1.2% $ 159,732 8,452 1.6% $ 190,189 Other includes: pay adjustments, military differential pay, committee meetings, worker compensation tracking/adjustments, etc. Other Activity Number of Pay Periods 13 14 Number of Payroll Checks Issued 5,779 6,131 Number of Pension Checks Issued 1,339 20,879 Total Pension Benefits Paid - Defined Benefit Plan $ 2,063,272 $ 2,150,664 ACCOUNTS PAYABLE Number of Check Vouchers 4,438 3,794 Number of EFT Vouchers 1,004 862 Vouchers Dollar Amount Disbursed $ 68,273,232 $ 59,208,433

Page 3 of 7 City of Dover Finance Department Monthly Report – December 2009 General Fund Summary 50% of Budget YTD Balance Budget Receipts Beginning Balance $ 2,816,763 $ 3,628,890 $ (812,127) 128.8% Court of Chancery Fees 745,000 213,530 531,470 28.7% Fines & Police Revenues 965,000 398,948 566,052 41.3% Franchise Fees 486,000 119,436 366,564 24.6% Grants 734,000 159,045 574,955 21.7% Intrafund Services 4,475,714 2,053,113 2,422,601 45.9% Library & Recreation Revenues 668,008 308,534 359,474 46.2% Licenses & Permits 2,334,000 1,879,101 454,899 80.5% Property Taxes (Includes BID Revenue) 10,237,938 9,977,289 260,649 97.5% Sanitation Revenues 1,420,000 748,224 671,776 52.7% Other Miscellaneous Revenues 348,785 105,094 243,691 30.1% Transfers-In from Other Accounts & Utilities Civil Traffic Penalties 700,000 196,107 503,893 28.0% Municipal Street Aid Fund 775,200 - 775,200 0.0% Transfer Taxes 1,400,000 367,337 1,032,663 26.2% Water/Wastewater Fund 548,020 548,020 - 100.0% Electric Fund 6,758,100 6,758,100 - 100.0% Total $ 35,412,528 $ 27,460,768 $ 7,951,760 77.5% Expenditures City Clerk & Council $ 403,264 $ 169,047 $ 234,217 41.9% Mayor, City Manager & Human Resources 1,074,989 509,009 565,980 47.4% Police & Police Extra Duty 12,188,986 6,456,971 5,732,015 53.0% Public Services 4,532,477 2,086,995 2,445,482 46.0% Central Services 2,520,269 1,103,155 1,417,114 43.8% Planning & Inspections 1,970,626 938,320 1,032,306 47.6% Finance, Info Tech & Customer Services 2,557,920 1,290,442 1,267,478 50.4% Library & Recreation 1,906,183 907,183 999,000 47.6% Fire Department 750,445 337,957 412,488 45.0% Assessor 572,526 262,455 310,071 45.8% Debt Service 328,410 295,960 32,450 90.1% Insurance 600,000 306,141 293,859 51.0% Retirees' Health Care 1,014,820 446,741 568,079 44.0% Street Lights 985,000 468,358 516,642 47.5% Loss on sale of asset - 42,993 (42,993) 0.0% Transfer to CDBG 11,000 - 11,000 0.0% Provision for Uncollectible 10,000 10,000 - 100.0% Transfers Out Capital Projects Fund 344,802 344,802 - 100.0% Police Pension Fund 620,000 101,733 518,267 16.4% Budget Bal-Working Capital 3,020,811 - 3,020,811 0.0% Total $ 35,412,528 $ 16,078,262 $ 19,334,266 45.4% Reserve Balances Contingency $ 645,254 $ 756,235 Encumbrances FY 09: Police - Lawmen Supply Co of NJ for Bullet Proof Vests $ 30,215 Human Resources - Pike Associates for actuary services 4,000 $ 34,215

Page 4 of 7 City of Dover Finance Department Monthly Report – December 2009 Water/Wastewater Fund Summary 50% of Budget YTD Balance Budget Revenue Beginning Bal-Water $ 662,079 $ 659,584 $ 2,495 99.6% Beginning Bal-Wastewater 307,112 327,614 (20,502) 106.7% Beginning Bal-Kent Co Sewer Adj. 100,194 (397,473) 497,667 -396.7% Water Fees 4,499,000 2,249,977 2,249,023 50.0% Wastewater Fees 3,045,560 1,544,192 1,501,368 50.7% Kent County Treatment Fees 3,435,390 1,590,160 1,845,230 46.3% Water Tank Leases 293,669 127,659 166,010 43.5% Miscellaneous 149,600 37,180 112,420 24.9% Impact Fees - Water 475,000 182,400 292,600 38.4% Impact Fees - Wastewater 280,000 130,900 149,100 46.8% Total $ 13,247,604 $ 6,452,193 $ 6,795,411 48.7% Expenses Engineering & Inspection $ 697,783 $ 337,643 $ 360,140 48.4% Water 458,333 199,324 259,009 43.5% Water Treatment Plant 1,517,663 713,221 804,442 47.0% Wastewater 988,455 433,554 554,901 43.9% Water Meter Reading 72,533 33,804 38,729 46.6% Construction & Inspection 410,338 206,721 203,617 50.4% Kent County Treatment Fees 3,435,430 1,845,970 1,589,460 53.7% Retiree’s Health Care 134,680 63,706 70,974 47.3% Debt Service 832,951 229,680 603,271 27.6% Intrafund Services 1,262,456 538,716 723,740 42.7% Transfers Out General Fund 548,020 548,020 - 100.0% Water/Wastewater I & E Fund 700,000 350,000 350,000 50.0% Impact Fee Reserve 110,062 - 110,062 0.0% Budget Bal-Working Capital - Water 1,136,086 - 1,136,086 0.0% Budget Bal-Working Capital - WW 842,660 - 842,660 0.0% Budget Bal-Working Capital - KSA 100,154 - 100,154 0.0% Total $ 13,247,604 $ 5,500,359 $ 7,747,245 41.5% Reserve Balances Contingency-Water $ 122,431 $ 120,581 Contingency-Wastewater $ 136,910 $ 134,859 Impact Fee Reserve - Sewer NO BUDGET $ 3,558,319 Impact Fee Reserve - Water $ 126,000 Bond Coverage Ratio (Covenant 1.20) 3.22 2.45

Page 5 of 7 City of Dover Finance Department Monthly Report – December 2009 Electric Revenue Fund Summary 50% of Budget YTD Balance Budget Revenue Beginning Balance $ 8,219,350 $ 11,415,737 $ (3,196,387) 138.9% Sales to Customers 99,533,042 49,667,282 49,865,760 49.9% Utility Tax 1,781,500 995,488 786,012 55.9% Weyandt Hall Rents 186,816 101,583 85,233 54.4% Miscellaneous Revenues 1,621,284 974,028 647,256 60.1% Intrafund Service Receipts Water/Wasterwater 270,626 82,500 188,126 30.5% Total $ 111,612,618 $ 63,236,618 $ 48,376,000 56.7% Expenses Power Supply & Generation Power Supply $ 55,619,481 $ 28,963,202 $ 26,656,279 52.1% Power Supply Management/Incentive 3,000,000 1,509,969 1,490,031 50.3% Capacity Charges 13,469,528 6,852,435 6,617,093 50.9% Rate Stabilization Credit (3,000,000) - (3,000,000) 0.0% PJM Charges - Load 13,943,413 3,066,611 10,876,802 22.0% Total Power Supply 83,032,422 40,392,217 42,640,205 48.6% Plant Operations 5,798,710 2,367,073 3,431,637 40.8% Generation Fuels 1,275,251 109,636 1,165,615 8.6% Capacity Credits (12,133,285) (6,134,508) (5,998,777) 50.6% PJM Credits (1,701,066) (244,647) (1,456,419) 14.4% Total Generation (6,760,390) (3,902,446) (2,857,944) 57.7% Total Power Supply & Plant 76,272,032 36,489,771 39,782,261 47.8% Electric Operating Divisions Transmission/Distribution 3,318,622 1,541,124 1,777,498 46.4% Electrical Engineering 1,500,012 637,712 862,300 42.5% Administration 640,535 364,305 276,230 56.9% Meter Reading 289,103 142,386 146,717 49.3% Systems Operations 624,520 209,952 414,568 33.6% Utility Tax 1,781,500 995,488 786,012 55.9% Interest on Deposits 54,500 18,601 35,899 34.1% Retirees Health Care 567,430 256,748 310,682 45.2% Green Energy Payment to DEMEC 137,600 67,877 69,723 49.3% Intrafund Services 3,483,884 1,596,897 1,886,987 45.8% Accounts Receivable Write-Offs 135,000 135,000 - 100.0% Inventory Write-Offs 175,000 175,000 - 100.0% Contractual Services 2030 Committee 497,250 16,884 480,366 3.4% Debt Service 3,956,600 2,034,305 1,922,295 51.4% Transfers Out Electric Improvement & Extension Fund 2,500,000 2,500,000 - 100.0% General Fund 6,758,100 6,758,100 - 100.0% Contingency Reserve 83,500 - 83,500 0.0% Budget Bal. - Work. Capital 8,837,430 - 8,837,430 0.0% Total $ 111,612,618 $ 53,940,150 $ 57,672,468 48.3% Reserve Balances Contingency Reserve $ 1,036,069 $ 942,822 Insurance Reserve $ 395,002 $ 390,978 Rate Stabilization Reserve $ 1,718,613 $ 4,711,732 Bond Coverage Ratio (Covenant 1.25) 1.60 0.05 Megawatt Hours Sold & Purchased Sales to Customers MWh (excluding Street Lights) 747,193 368,273 Sales per MWh $ 135.594 $ 137.569 Purchased/Generated MWh 788,808 383,409 All In MWh Supply & Generation $ 96.693 $ 95.172

Page 6 of 7 City of Dover Finance Department Monthly Report – December 2009 General Capital Project Fund Summary 50% of Budget YTD Balance Budget Revenue Beginning Balance - Projects $ 375,408 $ 462,693 $ (87,285) 123.3% Transfer from General Fund for Projects 344,802 344,802 - 100.0% Recreation Grant - 470 (470) 0.0% State Grant - Library 4,000,000 163,057 3,836,943 4.1% Miscelleanous Receipts - 25,000 (25,000) 0.0% Library Bond Issue/Contributions 1,912,433 - 1,912,433 0.0% Transfer from Library Reserve 3,000,000 - 3,000,000 0.0% Interest Earnings 2,700 7,009 (4,309) 259.6% Income from Sale of Assets - 29,528 (29,528) 0.0% Total $ 9,635,343 $ 1,032,559 $ 8,602,784 10.7% Expenditures Fire $ 292,210 $ 222,452 $ 69,758 76.1% Library 8,912,433 333,574 8,578,859 3.7% Recreation - 28,734 (28,734) 0.0% Police 73,700 33,022 40,678 44.8% Streets 350,000 1,119 348,881 0.3% Public Services - Administration 7,000 - 7,000 0.0% Central Services - 544 (544) 0.0% Total $ 9,635,343 $ 619,445 $ 9,015,898 6.4% Reserve Balances Capital Asset Replacement Reserve $ 242,074 $ 245,657 Library Reserve $ 3,426,400 $ 3,608,301 Parkland/Recreation $ 192,735 $ 221,575 Encumbrances & Project Carry-forwards for FY 09: Library - Holzman Moss Architecture LLP $ 15,042 Library - Holzman Moss Architecture LLP 345,427 Recreation - Daisy Construction Basketball Court 30,000 Police - Warnock Automotive 1 Police Car equipped 21,006 $ 411,475

Page 7 of 7 City of Dover Finance Department Monthly Report – December 2009 Water/Wastewater Improvement & Extension Fund Summary 50% of Budget YTD Balance Budget Revenue Beginning Balance-Water 1 $ 431,400 $ 1,631,844 $ (1,200,444) 378.3% Beginning Balance-Wastewater 1 219,375 625,152 (405,777) 285.0% Income from Sale of Assets - 2,821 (2,821) 0.0% Interest Earned - 23,995 (23,995) 0.0% State Loan-Water 2,404,017 - 2,404,017 0.0% State Loan-Wastewater 5,942,481 - 5,942,481 0.0% Transfer from Water Operating Fund for Water 500,000 250,000 250,000 50.0% Transfer from Wastewater Operating Fund for Wastewater 200,000 100,000 100,000 50.0% Transfer from Impact Fee Reserve 518,230 - 518,230 0.0% Total $ 10,215,503 $ 2,633,812 $ 7,581,691 25.8% Expenses Water $ 2,987,317 $ 259,280 $ 2,728,037 8.7% Wastewater 6,539,110 123,214 6,415,896 1.9% Water Construction 39,000 38,793 207 99.5% Budget Bal-Working Capital - Water 309,100 - 309,100 0.0% Budget Bal-Working Capital - Wastewater 340,976 - 340,976 0.0% Total $ 10,215,503 $ 421,287 $ 9,794,216 4.1% Reserve Balances Capital Asset Replacement - Water $ 184,698 $ 208,748 Capital Asset Replacement - Wastewater $ 87,357 $ 65,545 (1) Includes FY 09 project balances that will be completed in FY 10. City of Dover Finance Department Monthly Report – December 2009 Electric Improvement & Extension Fund Summary 50% of Budget YTD Balance Budget Revenue Beginning Balance 1 $ 1,461,547 $ 2,625,760 $ (1,164,213) 179.7% Beginning Balance Bond Proceeds 1 1,378,257 4,240,034 (2,861,777) 307.6% Bond Proceeds 1,958,107 2,861,777 (903,670) 146.2% Interest Earnings 33,700 11,474 22,226 34.0% Transfer from Electric Revenue Fund 2,500,000 2,500,000 - 100.0% State Reimbursement for Projects - 2,950 (2,950) 0.0% DEMA Grant for Security System - 33,724 (33,724) 0.0% Total $ 7,331,611 $ 12,275,719 $ (4,944,108) 167.4% Expenses Power Plant $ 1,254,000 $ 149,823 $ 1,104,177 11.9% Transmission/Distribution 1,127,147 394,008 733,139 35.0% Electrical Engineering 3,525,536 1,707,259 1,818,277 48.4% Budget Bal. - Work. Capital 1,424,928 - 1,424,928 0.0% Total $ 7,331,611 $ 2,251,090 $ 5,080,521 30.7% Reserve Balances Depreciation Reserve $ 7,991,763 $ 7,908,837 Future Capacity Reserve $ 8,900,651 $ 8,897,568 (1) Includes FY 09 project balances that will be completed in FY 10.

Dover Police Department Monthly Report To Mayor & City Council “To Protect and Serve” December 2009

January 20, 2010 Honorable Carleton E. Carey, Sr., Mayor Members of Dover City Council City Hall Dover, DE 19901 Mayor Carey and Council Members: The following is the report on Police Department activities for the month of December 2009: COMPLAINTS Total complaints received through December 31st 36,000 numbered 28,440. This is a decrease of 973 30,133 30,482 29,632 29,413 28,440 complaints over the same time period for last year. 30,000 24,000 18,000 12,000 6,000 0 2005 2006 2007 2008 2009 CRIMINAL INVESTIGATIONS 20 Cases Reported in December 11 10 Cases Cleared in December 5 4 Cases Cleared from 2 2 2 Previous Months 1 1 0 0 Burglary Robbery Rape

Report to Mayor and Council December 2009 Page 2 QUALITY OF LIFE TASK SECTION ENFORCEMENT ACTION ARRESTS ABANDONED VEHICLES 0 ALCOHOL VIOLATIONS 1 ASSIST OTHER 36 WARRANTS ON FILE 0 BIKE ON SIDEWALK 0 CITY PARK VIOLATIONS 0 CRIMINAL ARRESTS 6 DRUG RELATED ARRESTS 22 LOUD MUSIC 1 MISCELLANEOUS VIOLATIONS 4 PARKING VIOLATIONS 23 COLLECTION OF DELINQUENT DCO’S 0 PEDDLER 0 PROSTITUTION 0 WANTED CHECKS/CPC’S 11 WARNINGS/TRAFFIC ARRESTS 33 FUGITIVE 14 TOTAL ARRESTS 151 TRAFFIC ARRESTS 24,000 19,224 19,969 The department issued 19,969 traffic citations through this 18,664 18,112 18,314 reporting period. This is an increase of 1,655 citations over 18,000 the number issued during the same period last year. 12,000 6,000 0 2005 2006 2007 2008 2009 TRAFFIC CRASHES Through December 31st, Dover Police investigated *** traffic crashes. This is a decrease of ** traffic crashes investigated 2,400 during the same period last year. 1,800 1,200 600 0 2005 2006 2007 2008 2009

Report to Mayor and Council December 2009 Page 3 911 CENTER 20% During the month of December, our 911 Center handled a 911 Cell phone total of 11,087 calls averaging 358 calls per day. Dispatchers handled 2,210 calls on the 911 cell phone 11% 911 Landline lines, an average of 72 calls per day and 1,222 on the 911 landlines, an average of 40 calls per day. Administrative 69% Calls CITY ORDINANCE SUMMONS 12,000 10,538 10,052 9,953 9,101 st 8,214 Through December 31 , we issued 8,214 city ordinance 7,570 7,135 summons, a decrease of 887 summons over December of 8,000 6,943 6,116 last year. *Note: of those summonses issued in December, 5,439 30 were issued for handicapped parking violations, 14 for fire lane parking violations, 100 for false alarms (60 for 3- 4,000 5 alarms, 25 for 6-9 alarms, 10 for 10-15 alarms, and 5 for 16 or more alarms) and 8 for noise violations (5 for vehicle violations and 3 for residence violations). 0 2005 2006 2007 2008 2009 ISSUED PAID Listed below are the major crimes and activities that occurred during the month of December: • On Thursday, December 03, 2009, members of the Quality of Life Section conducted a traffic stop on West Division Street just west of North West Street. During the course of the traffic stop, the defendant was found to be in possession of 19.2 grams of crack cocaine and 17.1 grams of marijuana both packaged for sale. • On Thursday, December 03, 2009, Dover officers conducted a traffic stop on South State Street just south of West Division Street. When officers made contact with the defendants, they detected a strong odor of marijuana emitting from the vehicle. A subsequent search of the vehicle found the defendants to be in possession of 234.6 grams of marijuana packaged for sale, $1400.00 in US currency, drug paraphernalia and a .22 caliber handgun. • On Saturday, December 5, 2009, Dover officers responded to a robbery in the area of Paul Street and Davis Circle. Investigation revealed that one defendant agreed to meet another defendant at this location to illegally purchase prescription pills. The first defendant then drove to the area with her two young children in her vehicle. The second defendant pulled out a knife and demanded money. The first defendant was robbed and received a cut to her arm during the robbery. Both defendants were arrested and the children were not hurt during the incident. • On Monday, December 16, 2009, Dover officers responded to a report of a fire at a residence on Sackarackin Avenue. It was reported that the elderly resident was handicapped and was unable to retreat from the residence. As officers arrived they immediately began rescue attempts and also attempted to extinguish the fire. The resident was removed by the officers who themselves had to escape due to the fire becoming even larger. Units from Robbins Hose arrived on scene and were able to extinguish the fire after using additional equipment. The resident was transported to Kent General Hospital and was released after being evaluated for smoke inhalation.

Report to Mayor and Council December 2009 Page 4 Major crimes and activities that occurred during the month of December continued: • On December 22, 2009, a male subject was arrested for Unlawful Sexual Contact 1st of a 7 year old relative. He was also arrested for failure to re-register as a sex offender when he changed his address. • On Wednesday December 23, 2009, a sixty-six year old male victim exited his vehicle in the parking lot of Home Depot at which time he was approached from behind by three subjects. Two of the subjects grabbed the victim and held him while the third subject removed his wallet from his person. The subjects then fled on foot to a vehicle that was also parked in the parking lot of Home Depot. The victim was not injured as a result of the incident. • Between December 24, 2009 and December 25, 2009, an unknown suspect used an object to break out a window on the south side of Mel's Tattoo's to gain entry into the business. Once inside the suspect removed an undetermined amount of USC and a 46" flat screen television. The suspect also removed approximately 55 tattoo guns before fleeing the business. • On Monday, December 28, 2009, two subjects were observed shoplifting items from the Boscov’s Department store. One subject was located and detained by store security and contacted Dover Police. After the officer arrived the second suspect, was observed on camera at the exit of Boscov’s. The officer then contacted the subject and detained him. A loaded 9 mm handgun was then found on the second subject, as well as crack cocaine. Respectfully Submitted, Jeffrey Horvath Chief of Police

Monthly Report December 2009 Office of City Assessor

Assessor’s Report Major Updates Oct‐09 Nov‐09 Dec‐09 Assessment Change ‐$219,300 ‐$2416,200 $5,791,000 Residential Sales Ratio Report Sales in Study Total Assessed Value Total Sale Price Ratio PRD 9 $1,213,100 $1,357,835 0.89 1.00 Ratio – Assessed Value divided by Sale Price. PRD – Mean – A PRD above 1.03 tends to indicate assessment regressivity – high valued properties are under appraised relative to low valued properties. A PRD below .98 tends to indicate assessment progressivity – high valued properties are relatively over appraised.

Assessor’s Report Points of Interest Scanning & Filing ‐ All new deeds are being scanned and attached to the CAMA software for easy retrieval. ‐ All appeal documents and correspondence are being scanned and attached to the CAMA software for easy retrieval. ‐ All deeds from 2006 through current day are scanned and attached to our software. ‐ Hard Copies of original property record cards are being scanned and attached to the CAMA software for easy retrieval of previous years history. City Wide Revaluation ‐ Tyler Technologies is finalizing the review of residential and commercial properties. (Please see attached Project Status report from Tyler Technologies)

City of Dover Sales Ratio Report for December 2009 PARID Address Total Assesesed Val. Sales DT Price ASR 22-Dec-09 11-Dec-09 0.68 0.87 0.99 4-Dec-09 17-Dec-09 0.82 15-Dec-09 0.95 0.91 0.80 4-Dec-09 3-Dec-09 1.26 108,000 180,000 1,500 165,000 200,500 182,215 183,665 ,055 159,900 ED05-068.15-04-08.00 137 936 462 418 412 208 349 BETH MONROE TEA ANN 186 N 226 PL PART TER TRL MOORE BARRISTERPL ORTHDOWN PENNSYLVANIA KIRKWOOD ST STAVE DR 93,700 167,700 178,600 172,500 165,100 61,800 136,000 128,300 109,400 1,213,100 1,357,835 8.10

MEMO PROJECT STATUS DOVER, DE To: Cheryl Russell, Assessor From: Steve Beccio – Project Supervisor Date: 12/18/2009 Staff currently assigned: Project Supervisor: Steve Beccio Clerical Support: Nicole Colbert Residential Final Review: Janice Kraynak; Ryan Zuck Commercial Final review: Wes Graham; Rick Arrowood; Gynt Grube PROJECT START UP . Refer to Status Rpts 1/16/09 and 1/30/09. Office space The Assessor has provided Tyler/CLT office space within the Assessor’s office. Address: Tyler Technologies/CLT C/O City of Dover Assessor’s Office P.O. Box 457 Dover, DE 19903 Phone: 302-760-4927 Fax: 302-736-4450 Photography Photos have been attached to parcel records. Van View has been implemented. Routing All maps have been routed and routing numbers have been entered into an Excel spreadsheet for importing into IAS Total: (11,753). Planned units to date: (11,757). Public Information All pre list information mailers have been printed and mailed. Approximately 9100 Residential Data mailers have been delivered to the City of Dover for bulk mailing as of July 22nd. As of 10/09/09, 707 Data Mailers have been returned by property owners from which 84 incorrect photos have been identified by property owners. Press release updating public on the status of the revaluation program to be published in City of Dover’s Quarterly News Letter within the next several weeks and will appear min the Dover Post in December. Residential Data Collection: As of 9/25/09; (9,149) first calls had been made. Planned units to date: (9,200)

Total Refusals: 170 6% of Contact Interior Refusals (Interior Information & Exterior): 1490 51.5% of Contact Interior Refusals (No Interior Information & Exterior): 58 2% of Contact Interior Inspections: 1175 40.5% of Contact Estimated: 759 8% of the time Vacant Bldg.: (259 unoccupied;13 abandoned) 272 3% of the time No One at Home: 5224 57% of the time. Contact: 2892 32% of the time. Approximately 60 properties that were classed as residential on the 2008 Roll were flagged during residential data collection as being commercial conversions. Once commercial data collection has been completed these will have been resolved. Commercial Data Collection: As of 11/20/09: units to date: 1205* Planned units to date: (1205)* Exempt Data Collection: As of 11/6202009: units to date: 425* Planned units to date: (425)* Residential Pre-Review: As of 11/20/2009: 9,149 units completed. Planned units to date (9,200)* Data Entry: As of 11/20/09: 11,758 properties had been entered into the IAS World 2009 file. Planned units to date: (11,758)* * Planned units to date reflect numbers extracted from IAS after the 2008-2009 rollover. Apart from the total number of occurrences of active(current) parcel identifiers, the parcel counts within the individual categories of Commercial, Exempt and Residential were determined by counting the number of “CLASS” occurrences; C, E, R, assuming these classifications represented parcels improved with buildings and excluded vacant land parcels. In the end the actual number of improved parcels will differ from those assumed in the “units to date” category above since many parcels assumed to be improved turned out to be vacant. To avoid this confusion in the future, all vacant land parcels have been assigned the classification of “V”. The distinction between Exempt and non-Exempt is addressed in the Land Use Code; [(LUC). --- E00 and C00 respectively)]. Income and Expense Request: The Assessor’s Office has mailed Income and Expense forms to all commercial properties. As of 11/20/09, 775 had been returned. Of the 774, 353 are either owner occupied or exempt and 422 have supplied income data, of which 390 have been entered into spreadsheets that will be utilized in developing income models. Outstanding Issues: Resolution of lot size discrepancies. The lot size for any parcel in IAS is calculated from the Land record and is displayed in the CALCACRES field of the Parcel record rather than being a fixed field. There are 2,478 parcels with no land size in the CALCACRES field of IAS that do have land size records in the Kent Co. property record data base. There are 2,451 parcels with CALCACRES in IAS that differ from the Kent Co. records by 4% or more. The 4% was chosen as an arbitrary threshold because the Kent Co. land record apparently rounds lot size. This threshold could be recast at a higher rate subject to the Assessor’s review. Additionally there are a number of parcels (473) in IAS that have no lot size nor any match in the Kent Co. GIS data base. These have been given to the Assessor for resolution. As of 11/6/2009, approximately 1300 lot size discrepancies have been resolved. Land valuation will proceed. Any changes made to lot sizes in IAS by the Assessor’s office will be communicated to Tyler so as to track changes to value.

VALUATION Land Formatting: All land1 will be classified as either Primary or Residual according to whether it meets the zoning threshold. All land less than 1 acres will be formatted in square feet otherwise in acres. 1. That is the majority of land. Other land types to be employed; Secondary; Waterfront; Waste. Residential land models have been tested and loaded into IAS. Residential cost factors have been been updated and tested. Land and residential building cost have been applied to the residential data- base and tested against the sales data- base2. MRA(Multiple Regression) MRA modeling has been completed and applied to the residential subject data-base. The MRA Model was derived from an analysis of sales and plotted back to the sales data-base. The following ratio statistics summarize the application of both Cost and MRA to the sales data-base. Median ratio of Market Estimate and Cost estimate to time adjusted sales price. Mean ratio of Market estimate and Cost estimate to time adjusted sales price. MARKET COST Agg. Total market value of sales divided by total value of time adjusted sales prices. Median 0.96 0.95 Total cost value of sales divided by total Mean 0.97 0.97 value of time adjusted sales price. PRD. Price Related Differential. Mean Agg 0.96 0.95 Ratio divided by Agg ratio for both Mkt. PRD 1.016 1.013 and Cost. A measure of assessment pro- COD 6.75 8.19 gressivity or regressivity. COD. Coefficient of Dispersion. The average percentage deviation from the Median ratio. The statistics enumerated above are all well within the standards established by the IAAO. Once final review is complete these statistics will be recalculated as there will be changes resulting from the review. Final review of residential values will begin the week of November 9, 2009. Sales Database: Because of market conditions, only sales for 2008 and 2009 (mid Sept.) will be used as the comparable sales set. It is possible that sales for the year, 2007 could be added back to the sales base. It’s desirable to have at least 10% of the improved residential base be sale properties and it is common in mass appraisal practice to use sales from the three years prior to the valuation date, provided those sales are adjusted for time (market conditions). The trend analysis done by Genie Flynn demonstrates a gradual decline in sales prices over the period beginning January, 2007 and ending November, 2009. At issue was the determination of how abrupt the decline has been over the three year period and public perceptions about that decline. The evidence shows that there is no risk to accuracy by employing the 2007 sales.

ind MONTH AVG ASR TREND MONTH SUGG TREND DIFF 2009 NOV 0.902 1.00 NOV 1.00 0.00 OCT 0.904 1.00 OCT 0.99 0.01 SEP 0.883 0.98 SEP 0.98 0.00 AUG 0.872 0.97 AUG 0.97 0.00 JUL 0.834 0.93 JUL 0.96 -0.03 JUN 0.853 0.95 JUN 0.95 0.00 MAY 0.794 0.88 MAY 0.95 -0.07 APR 0.829 0.92 APR 0.94 -0.02 MAR 0.837 0.93 MAR 0.94 -0.01 FEB 0.87 0.97 FEB 0.93 0.04 JAN 0.89 0.99 JAN 0.93 0.06 2008 DEC 0.852 0.95 DEC 0.92 0.03 NOV 0.83 0.92 NOV 0.91 0.01 OCT 0.822 0.91 OCT 0.9 0.01 SEP 0.789 0.88 SEP 0.89 -0.01 AUG 0.819 0.91 AUG 0.88 0.03 JUL 0.773 0.86 JUL 0.87 -0.01 JUN 0.776 0.86 JUN 0.86 0.00 MAY 0.769 0.85 MAY 0.85 0.00 APR 0.787 0.87 APR 0.85 0.02 MAR 0.766 0.85 MAR 0.85 0.00 FEB 0.752 0.84 FEB 0.84 0.00 JAN 0.794 0.88 JAN 0.84 0.04 2007 DEC 0.798 0.89 DEC 0.84 0.05 NOV 0.761 0.85 NOV 0.84 0.01 OCT 0.754 0.84 OCT 0.84 0.00 SEP 0.78 0.87 SEP 0.84 0.03 AUG 0.746 0.83 AUG 0.84 -0.01 JUL 0.753 0.84 JUL 0.84 0.00 JUN 0.759 0.84 JUN 0.84 0.00 MAY 0.774 0.86 MAY 0.83 0.03 APR 0.764 0.85 APR 0.83 0.02 MAR 0.728 0.81 MAR 0.82 -0.01 FEB 0.726 0.81 FEB 0.81 0.00 JAN 0.766 0.85 JAN 0.81 0.04 SUGG TREND 1.20 1.00 0.80

Residential Final Review: As of 12/18/2009, 9,200* residential properties have been reviewed. Planned Units to Date: 9200 Commercial/ Exempt Final review: As of 12/18/2008: 225 Commercials; 15 Exempt Informal Hearings: Once final review is complete, property owners will be notified of the new tentative assessments. These letters of notification should be mailed no later than January 29, 2010. Property owners will have the opportunity be meet informally with representatives of Tyler Technologies, if they have questions concerning their new assessment(s). The Archeology Museum at the corner of North St. and South Governors will be the location for the hearings. Action Item • Continue final review of residential values. • Resolve land size discrepancies. • Complete Final Review of Commercial / Exempt properties. Sincerely, Steve Beccio, Project Supervisor CC: PMF EHF PM TLP

CITY MANAGER’S MONTHLY REPORT December 2009 City Manager’s Monthly Report, December 2009

Customer Services 1,162 payments were processed online or by telephone as of December 31, 2009. City of Dover property taxes were due August 31, 2009 and as of December 31, 2009 the delinquent property taxes total $597,981.62. Our collection efforts include sending a delinquent statement, mak‐ ing phone calls, and enforcing the Clean Hands Act. The Inspection and Planning Departments have been providing assistance in collecting these outstanding debts. In November the properties over one year delinquent will be selected to process for the monition sale. Budget and Program Development Plan‐IT, a Microsoft Access based program, has been purchased and will be used to enter CIP projects. Human Resources All employees were invited to participate in a Diversity Forum to share thoughts on enhancing recruit‐ ing efforts. Information Technology TAC meetings held with key departments. Parks, Recreation, & Library The Library recorded 507 people attending 20 children’s programs. Caroling on the Green was held with approximately 300 in attendance. The Annual Food Drive provided food for local food banks. Staff provided logistics for the annual First Night festivities. Public Services The contractual work for the Fiscal 2010 Concrete Replacement Program has been completed. Public Utilities Water / Wastewater and Construction crews assisted the Streets Division with the snow emergency. Electric crews cleared snow at the Substations and Public Utilities Building . 2 City Manager’s Monthly Report, December 2009

CITIZEN ACTION CENTER Aug Sept Oct Nov Dec 2009 2009 2009 2009 2009 Number of Frequently Asked Questions Per Month 495 521 304 253 314 This is where citizens can view answers to some of the most asked questions. By having this information available online it allows citizens to access the information regardless of the time; day or night. Total Number of Complaints Registered 200 175 150 125 100 75 50 25 0 Aug‐09 Sep‐09 Oct‐09 Nov‐09 Dec‐09 Aug 09 Sep 09 Oct 09 Nov 09 Dec 09 Site Admin/Other 1 2 1 1 3 Public Utilities 3 3 1 1 1 Public Services/Public Works 2 1 3 0 1 Police 1 1 3 2 3 Planning/Inspections 84 61 38 17 14 Average Days Open Planning and Inspections: 7 days Police: 2 days Public Utilities: 0.50 days Site Administrator: 6 days City Manager’s Monthly Report, December 2009 3

CENTRAL SERVICES Fleet Operations & Maintenance Costs Items on Hand with no Usage over 36 Months $80,000 140 $1,000,000 $70,000 120 Total Work Orders $60,000 $800,000 100 Total Dollars $50,000 80 $40,000 $600,000 60 $30,000 40 $20,000 $400,000 $10,000 20 $0 0 $200,000 Dec Jan Feb Mar Apr May Jun Jul Aug Sep Oct Nov Dec Dec- Jan- Feb- Mar - Apr - May- Jun- Jul- Aug- Sep- Oct - Nov- Dec- 08 09 09 09 01 09 09 09 09 09 09 09 09 08 09 09 09 09 09 09 09 09 09 09 09 09 Tot al Dollars Total Work Orders Electric Water General Work Orders: 103 Electric: $456,902.00 Fleet Maintenance: $ 181.04 (excludes Melvin’s Sunoco) Water: $ 24,333.21 Fuel: $42,529.45 General: $ 46,968.52 Stock Purchases by Fund Contingency & Warehouse Stock $4,500,000 2,700 2,600 $425,000 $4,000,000 2,500 2,400 $325,000 Total Line Items $3,500,000 2,300 Total Dollars 2,200 $225,000 $3,000,000 2,100 2,000 $125,000 $2,500,000 1,900 1,800 $2,000,000 1,700 $25,000 Dec Jan Feb M ar Apr M ay Jun Jul Aug Sep Oct Nov Dec Dec- Jan- Feb- M ar- Apr- M ay- Jun- Jul- Aug- Sep- Oct - Nov- Dec- 08 09 09 09 09 09 09 09 09 09 09 09 09 08 09 09 09 09 09 09 09 09 09 09 09 09 Electric Water General Tot al Dollar Value Tot al Line Items Electric: $76,371.18 Total Dollar Value: $3,447,300 Water: $ 2,567.77 Total Line Items: 1,996 General: $ 7,582.54 Major Program Updates MEASURE DECEMBER 2009 DECEMBER 2008 DIFFERENCE Issue Effectiveness (>90%) How often the warehouse has what cus‐ 100% 99.6% 0.36% tomers need when it’s needed. [issues / (issues + back orders)] * 100 Turn Over Rate (4‐5 per yr.) Indicates that the material stocked is the 1 every 43.08 years 1 every 11.55 years 31.53 years material being used. Bids for non‐inventory items converted to 5 of 5 Bids 20 of 20 Bids purchase orders within timeframe ‐ 100% 100% (Quantity and Percentage) Sealed bids prepared, received & distrib‐ 20 of 20 Bids 30 of 20 Bids uted within 7 working days of receipt ‐ 100% 100% (Quantity and Percentage) Scheduled Preventative Maintenance 20 of 30 appointments kept 24of 24 appointments kept appointments being kept. (Quantity and ‐32.4% 66.6% 100% Percentage) Mail receiving lowest discounted rate 29,938 pieces 29,306 pieces 0.03% (Quantity and Percentage) 96.9% 96.8% Routine work orders completed within 5 21 work orders completed 31 work orders completed 2.07% days (Quantity and Percentage) 95.4% 88.5% Emergency work orders completed within 1 work order completed 1 work order completed ‐ 2 days (Quantity and Percentage) 100% 100% 4 City Manager’s Monthly Report, December 2009

CUSTOMER SERVICES WORK ORDERS PROCESSED EXTENSIONS OF CREDIT 720 738 800 708 698 3,500 3,164 657 700 621 557 556 568 3,000 600 535 542 2,500 1,875 1,848 500 1,784 1,803 1,841 1,737 352 356 2,000 1,519 1,581 1,487 1,516 1,382 400 1,355 1,500 300 1,000 200 500 100 Dec Jan Feb Mar Apr May Jun Jul Aug Sep Oct Nov Dec Dec Jan Feb Mar Apr May Jun Jul Aug Sep Oct Nov Dec 2008 2009 2009 2009 2009 2009 2009 2009 2009 2009 2009 2009 2009 2008 2009 2009 2009 2009 2009 2009 2009 2009 2009 2009 2009 2009 Write‐Offs / Electric & Trash Bills The electric write‐off for outstanding electric bills with dates ranging mainly from October 2007 until December 2007 . The proposed write‐off of $23,844.90 includes $1,342.16 from accounts that filed for bankruptcy. The $23,844.90 is the second write‐off for Fiscal 2010 and is .10 percent of the revenue ($23,096,594) for the write‐off period. In other words, the City collected 99.90% of all bills for the write‐off period. For every $100 dollars of revenue the City billed in the write‐off period, $0.10 was not collected. The trash write‐off for outstanding trash bills with dates ranging mainly from October 2007 until December 2007. The proposed write‐off of $527.24 includes $17.55 from accounts that filed bankruptcy. The $527.24 is the second write‐off for Fiscal 2010 and is $0.18 percent of the revenue ($291,469) for the write‐off period. In other words, the City collected 99.82% of all bills for the write‐off period. For every $100 of revenue the City billed in the write‐off period, $0.18was not collected. According to the APPA, the industry standard for collections among publicly held utilities of similare size is 99.74% of total electric revenue. The accounts are currently assisgned to our collection agency and will remain there even when they have been written off. A complete list of accounts is available upon request. FY 2010 FY 2009 Major Program Updates Dec 2009 Dec 2008 Difference Year‐to‐Date Year‐to‐Date Number of Customers Served 22,794 29,146 (6,352) 148,576 165,833 Final Bills 529 581 (52) 3,813 3,856 Estimated Bills 150 145 5 850 970 Penalties Posted $ 17,002 $ 17,479 $ (477) $ 109,732 $ 106,456 Extensions of Credit ‐ Amount Extended $ 134,521 $ 127,116 $ 7,405 $ 779,572 $ 957,359 Balance Transfers $ 460 $ 10,303 $ (9,843) $ 23,838 $ 40,522 Utility Collections $ 15,768 $ 177,184 $ (161,416) $ 133,533 $ 363,847 Special Assessments $ 110 $ 417 $ (308) $ 32,446 $ 2,203 Miscellaneous Billings $ 235,586 $ 174,773 $ 60,813 $ 746,088 $ 395,737 CNP through Disconnect Collars ‐ 15 (15) 98 174 Court Cases ‐ ‐ ‐ ‐ ‐ Tamperings 3 12 (9) 21 18 Taxes Levied $ ‐ $ 27,612 $ (27,612) $ 9,821,008 $9,624,085 Billing Adjustments $ 103 $ 1,278 $ (1,175) $ 1,278 $1,278 Total Taxes Collected $ 101,959 $ 139,860 $ (37,902) $ 9,275,549 $8,936,170 Taxes Outstanding $ 496,126 $ 458,831 $ 37,294 $ 458,831 $458,831 Payments in Lieu $ 1,500 $ ‐ $ 1,500 $ 9,000 $20,000 Billing Accuracy (on schedule billings) 99.9% 99.0% ‐ 99.4% 99.0% Bills Published on Schedule 99.9% 99.9% ‐ 99.2% 99.8% Meters Read on Schedule 99.9% 99.9% ‐ 99.9% 99.9% Customer Satisfaction Rating 99.8% 99.7% ‐ 99.7% 99.7% Deliquent Accounts Collected 99.7% 99.7% ‐ 99.7% 99.7% City Manager’s Monthly Report, December 2009 5

HUMAN RESOURCES Customer Service Contacts Payroll Hours 300 9,000 8,000 250 7,000 200 6,000 5,000 150 4,000 100 3,000 2,000 50 1,000 0 0 Dec Jan Feb Mar Apr May Jun Jul Aug Sep Oct Nov Dec 08 09 09 09 09 09 09 09 09 09 09 09 09 Dec Jan Feb M ar Apr M ay Jun Jul Aug Sep Oct Nov Dec 08 09 09 09 09 09 09 09 09 09 09 09 09 Citizens Assisted 30 25 20 25 68 75 75 60 50 41 73 54 83 Employees Assisted 65 75 37 70 97 150 80 70 65 59 84 91 62 Overtime 1,564 3,29 1,556 1,412 1,602 1,064 1,375 1,977 1,196 1,727 1,145 1,549 3,543 Applications Processed 0 0 35 0 2 0 0 0 125 1 15 0 105 Sick 2,018 4,83 2,173 3,32 1,969 2,115 2,06 1,776 1,470 1,584 1,473 1,241 1,763 Dec Jan Feb Mar Apr May Jun Jul Aug Sep Oct Nov Dec Category Total 08 09 09 09 09 09 09 09 09 09 09 09 09 * Caucasian 343 345 344 343 342 342 332 331 327 324 325 323 322 N/A * Minorities 64 61 60 59 59 61 63 62 62 60 60 61 61 N/A Hired 1 2 1 ‐ ‐ 2 ‐ ‐ ‐ 1 2 1 1 11 Terminated/Resigned/ ‐ 2 3 2 1 ‐ 1 2 4 6 1 2 2 26 Retired ** Promoted ‐ ‐ ‐ ‐ ‐ ‐ 1 1 ‐ 1 ‐ 1 ‐ 4 Jobs Posted ‐ ‐ 1 ‐ 1 ‐ ‐ ‐ 1 1 1 ‐ 3 8 Workers Comp. Injuries 4 2 3 6 3 2 6 4 3 3 1 1 ‐ 38 Workers Comp. Hours 553 385 64 17 126 350 194 323 417 283 103 25 26 2,866 Insurance Claims 2 1 6 2 6 7 4 5 9 1 2 5 2 48 *A review has been completed to ensure the accuracy of the Caucasian and Minority employees. The figures for June 2009 reflect the revised and updated numbers. Workers’ Comp. hours may not be the result of injuries that occurred during the current month. ** Employee was promoted in July, however not indicated on report. Full‐time Employees: 367 Part‐time Employees: 16 (4 Pitts Center, 1 Recreation, 11 Library) Numbers do not reflect, temporary, seasonal, relief fire dispatchers, committee or council members. Jobs Posted: T & D Engineering Coordinator, Storekeeper/Buyer II and Librarian II, Head of Adult Services Employee (s) Hired: Police Officer Employee (s) Retired: 2 Police Officers Unfilled/Open Positions Jul Aug Sep Oct Nov Dec By Department 09 09 09 09 09 09 Public Utilities 5 5 9 8 8 8 Public Services ‐ ‐ ‐ 1 1 2 Police 1 1 3 3 3 3 All Other Departments 6 8 8 8 9 9 Totals 12 14 20 20 21 22 * Individuals on terminal leave (not included in Chart) : Library‐1; Public Services‐1 One vacant position filled with temp position (included in chart): Central Services 6 City Manager’s Monthly Report, December 2009

HUMAN RESOURCES Feb Mar Apr May June July Aug Sep Oct Nov Dec Bonus Program Category Total 09 09 09 09 09 09 09 09 09 09 09 Stop Program‐Sensibly Taking Off 8 11 12 13 8 17 4 20 57 ‐ 13 163 Pounds(weigh‐ins) Pays‐Program Awarding Your ‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐ Suggestions (submissions) On the Case‐Cost And Savings ‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐ Excavation (submissions) Caught Doing it Right‐Promotes employees productivity & creativity 1 ‐ 6 ‐ ‐ 7 ‐ 1 2 2 2 21 (submissions) Breathe Program‐Rewards for ending ‐ ‐ ‐ ‐ ‐ ‐ ‐ 1 ‐ ‐ 2 3 tobacco use (submissions) Ducs in a Row‐Doing Useful Community ‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐ Service (submissions) Workers Comp Injuries 7 6 5 4 3 2 1 0 Dec‐ Ja n‐ Feb‐ Ma r‐ Apr‐ Ma y‐ Jun‐ Jul ‐ Aug‐ Sep‐ Oct‐ Nov‐ Dec‐ 08 09 09 09 09 09 09 09 09 09 09 09 09 Public Utilit ies Public Services Police All Other Dept s Public Utilities: 0 Public Services: 0 Police: 0 All Other Depts: 0 Workers Comp Hours 600 500 400 300 200 100 0 Dec‐ Jan‐ Feb‐ Mar‐ Apr‐ May‐ Jun‐ Jul‐ Aug‐ Sep‐ Oct‐ Nov‐ Dec‐ 08 09 09 09 09 09 09 09 09 09 09 09 09 Public Ut ilities Public Services Police All Ot her Depts Public Utilities: 0 Public Services: 25 Police: 0 All Other Depts: 1 City Manager’s Monthly Report, December 2009 7

INFORMATION TECHNOLOGY Service Requests Resolved Citizen Action Center 500 150 118 118 123 125 123 400 102 102 100 81 81 73 300 73 224 226 75 219 212 203 216 211 40 36 53 190 43 178 43 53 162 161 36 36 40 200 50 53 41 132 51 36 123 57 57 36 100 25 0 0 Dec- Jan- Feb- M ar- Apr- M ay- Jun- Jul- Aug- Sep- Oct- Nov- Dec- 08 09 09 09 09 09 09 09 09 09 09 09 09 Dec- Jan- Feb- M ar- A pr- M ay- Jun- Jul- A ug- Sep- Oct- No v- Dec- 08 09 09 09 09 09 09 09 09 09 09 09 09 New Issues Customers w/ New Issues Supported PCs CityofDover.com Visitors 500 100,000 77,138 450 400 66,744 352 65,415 350 345 348 342 333 75,000 60,065 350 318 287 291 294 295 295 295 53,304 52,462 50,109 300 45,740 47,989 47,278 44,905 45,054 250 50,000 200 150 * 100 25,000 Dec‐ Jan‐ Feb‐ Mar‐ Apr‐ May‐ Jun‐ Jul‐ Aug‐ Sep‐ Oct‐ Nov‐ Dec‐ ‐Dec ‐Jan ‐Feb ‐Mar ‐Apr ‐May ‐Jun ‐Jul ‐Aug ‐Sep ‐Oct ‐Nov ‐Dec 08 09 09 09 09 09 09 09 09 09 09 09 09 08 09 09 09 09 09 09 09 09 09 09 09 09 *Moved the site from Linux to larger Windows resource. Unable to obtain stat for month of July. Performance Indicators Current Month Last Month Same Month Last Year iSeries Availability 100.0% 100.0% 100.0% Server Availability 100.0% 100.0% 100.0% Programming Rqsts Completed 15 9 13 AS/400 connections 4% 34% 37% concurrent/authorized users PCs Supported 342 352 287 Scheduled PCs Replaced ‐ ‐ ‐ Servers Supported 16 16 16 People Trained 9 34 25 (A vailability statistics based o n 7:00 a.m. to 5:00 p.m. M -F) 8 City Manager’s Monthly Report, December 2009

PARKS, RECREATION & LIBRARY Library Adult Services Children Services 3500 1200 3000 1000 2500 800 2000 600 1500 400 1000 500 200 0 0 Dec- Jan- Feb- M ar- A pr- M ay- Jun- Jul- A ug- Sep- Oct- No v- Dec- Dec- Jan- Feb- M ar- A pr- M ay- Jun- Jul- A ug- Sep- Oct- No v- Dec- 08 09 09 09 09 09 09 09 09 09 09 09 09 08 09 09 09 09 09 09 09 09 09 09 09 09 Reference Reader's A dviso ry Outreach Electro nic A ssistance Reference Reader's A dviso ry Outreach Electro nic A ssistance Reference: 150 Reader’s Advisory: 33 Reference: 49 Reader’s Advisory: 34 Outreach: 0 Electronic Assistance: 143 Outreach: 124 Electronic Assistance: 11 CIRCULATION DEC 09 FYTD 10 DEC 08 FYTD 09 Dover residents 13,335 96,240 15,749 105,629 Kent residents* 12,172 92,675 15,575 101,862 Non‐county residents 976 7,148 1,254 8,187 REGISTRATIONS Dover residents 155 1,387 168 1,872 Kent residents* 97 882 100 896 Non‐county residents 20 107 4 88 OTHER Visiting Patrons 29,111 199,659 30,052 204,116 Meeting Room Usage 340 1,280 120 920 Photocopier Usage 1,491 9,788 1,042 7,592 Dial‐A‐Story 832 8,712 999 9,104 Computer Usage 4,103 29,740 4,615 29,836 Holds (Total) 3,031 32,948 4,026 29,685 *Breakout of Kent County Residential Statistics Circulation Registrations Harrington: 100 Harrington: 1 Smyrna: 775 Smyrna: 4 Milford: 81 Milford: 2 Outside City Limits: 13,590 Outside City Limits: 128 Total Registered Users: (Card Holders) City: 14,776 County: 12,775 New Castle & Sussex Counties: 821 Other: 4,520 Other Points of Interest: Interlibrary: 2,550 items loaned out Technical services: 1,150 items added 2,360 items borrowed 515 items deleted Volunteers: 65.5 hours of service completed City Manager’s Monthly Report, December 2009 9

Parks and Recreation Recreation Revenue Recreation Revenue Breakdown $30,000 $22,518 $ 25,000 $21,826 $20,131 $25,000 $15,970 $ 20,000 $20,000 $12,109 $12,413 $15,000 $10,734 $ 15,000 $9,160 $7,919 $10,000 $7,447 $6,466 $ 10,000 $5,343 $3,829 $5,000 $ 5,000 $0 Dec- Jan- Feb- M ar- Apr- M ay- Jun- Jul- Aug- Sep- Oct- Nov- Dec- $0 08 09 09 09 09 09 09 09 09 09 09 09 09 Dec- Jan- Feb- M ar- Apr- M ay- Jun- Jul- Aug- Sep- Oct - Nov- Dec- 08 09 09 09 09 09 09 09 09 09 09 09 09 General Rental Payments Sport s Leagues Trips General: $1,885 Rental Payments: $5,844 Sports: $1,419 Leagues: $1,975 Trips: $1,290 RENTALS DECEMBER 09 FYTD 10 DECEMBER 08 FYTD 09 Baseball/Softball Field Rentals* - 108 - 158 Dover Park Pavilions (2) - 18 - 24 Multipurpose/Field Hockey Field Rentals* - 44 - 28 Recreation Center – Dover Park 11 69 11 81 Silver Lake Pavilions (2) / Schutte (1) 1 30 1 25 Soccer Field Rentals* - 10 - 14 Stage 3 16 3 13 *These numbers reflect groups that utilized our facilities during DECEMBER. PROGRAM ATTENDANCE* DECEMBER 09 FYTD 10 DECEMBER 08 FYTD 09 Soul to Sole Line Dancing 2 10 Not Offered *These numbers reflect activities that ended/ took place in DECEMBER at Dover Park. (Not included on the JWP report). Pitts Center ‐ Total Program Attendence FREE Open Gym Registration Cards* ‐ through 12/31/2009 Total Cards Issued: 2,980 8,873 City Residents: 1,405 ‐ (47%) 10,000 8,000 Non‐City Residents: 1,575 ‐ (53%) 8,000 ‐ Kent County: 1,1233 ‐ (41%) 5,935 6,082 ‐ Sussex County: 106 ‐ (4%) # of people ‐ New Castle County: 76‐ (3%) 4,352 6,000 3,975 3,335 ‐ Out of State: 160 ‐ (6%) 2,966 2,761 2,492 2,431 4,000 1,175 1,315 *The cards permit entrance to the facility during sched‐ 2,000 uled Public Gym Periods at no charge. 0 Dec- Jan- Feb- M ar- A pr- M ay- Jun- Jul- A ug- Sep- Oct- No v- Dec- 08 09 09 09 09 09 09 09 09 09 09 09 09 10 City Manager’s Monthly Report, December 2009

PUBLIC SERVICES Administration Administrative review and inspection services continued on all residential and commercial developments. The following residential subdivisions are in various phases of construction: Oak Shadows Emerald Pointe Lexington Glenn Village of Westover (Phase VI) Seskinore Nottingham Meadows Stoney Creek (Phase II) Clearview Meadows Village of Cannon Mill Somerset Park Patriot Village Eden Hill (Residential) Farthing Woods Sanitation Monthly Total Refuse (Tons) Sanitation Hours 1,106 1,118 1,078 1109 1155 1,200 1,044 1,032 1,012 1,041 1200 987 893 928 1,000 831 833 1000 777 778 800 800 706 531 600 474 442 412 410 426 419 600 486 358 376 319 318 401 400 240 224 400 200 200 38.0 63 20 ‐ 8 0 Dec Jan Feb Mar April May June July Aug Sept Oct Nov Dec Bulk Collection Mechanized Hand Trash Collection Container Electronic Goods 08 09 09 09 09 09 09 09 09 09 09 09 09 Collection Repair/Delivery Pickup Bulk Automated December 09 December 08 DECEMBER 09 FYTD10 DECEMBER 08 FYTD 09 Tons Dry Waste Collected 83.81 901.79 86.42 913.26 Tipping Fee Savings Realized $1,634.30 $17,584.91 $1,685.19 $17,808.56 Trips to DSWA Sandtown Landfill 241 1,451 291 1,612 Total Tonnage to DSWA 1,305.16 8,133.56 1,464.33 8,517.34 90‐Gallon Containers Delivered 33 186 26 216 300‐Gallon Containers Delivered ‐ 22 6 48 Total Man Hours Containers Delivered 38 224 63.0 337 CURBSIDE TOTAL # OF HOUSEHOLDS WEIGHT/LBS. % PICKED UP RECYCLING STATS HOUSEHOLDS PICKED UP Nov 2009* 15,376 10,118 214,202 66% *Numbers are reported one month behind City Manager’s Monthly Report, December 2009 11

DECEMBER 09 FYTD10 DECEMBER 08 FYTD 09 Signed Installed 4 111 39 211 Signs Repaired 19 80 20 71 Curbs Painted Yellow (feet) ‐ 240 ‐ 2,491 New Post Installed 3 100 6 23 Storm Catch Basins Cleaned ‐ 59 ‐ ‐ Storm Catch Basin Cleaning (Hrs.) ‐ 11 ‐ ‐ Hot Mix Patching (Tons) ‐ 651 0 283 Cold Mix Patching Hrs.) 32 132 17 151 Concrete Work (Hrs) ‐ 150 ‐ 216 Concrete Patching (Cubic Yards) ‐ 12 ‐ 25 Street and Alley Maintenance (Hrs) 157 862 17 808 Street Sweeping (Miles) 159 6,033 620 5,942 Street Sweeping (Cubic Yards) 37 1,033 72 1,110 Leaves Collected (Cubic Yards) 1,300 10,586 2,425 9,625 Leaf Collection (Miles) 830 5,134 1,666 5,282 GROUNDS Arborist Crew DECEMBER 09 DECEMBER 08 Trees Removed 16 18 Trees Trimmed 38 37 Stumps Removed 1 ‐ Root Pruning 18 ‐ Trees Planted 6 12 Beautification Crew – Planted thousands of tulips, hyacinths and daffodils in the annual beds and containers. Grounds Maintenance/Mowing Crews – Worked on leaf collection in the parks and around City buildings. – Snow removal from sidewalks after an 18.5” snowfall on December 18‐20, 2009. Special Projects Crew – Planted at total of six trees; one as a replacement on Loockerman Street, two at the Firehouse and three on North Bradford Street. – Assisted with placing Christmas trees on the lakes and set up for First Night. – Assisted with planting of spring bulbs. – Applied nine gallons of Roundup herbicide on weeds in flower beds and mulched areas on the Plaza. 12 City Manager’s Monthly Report, December 2009

LIFE SAFETY Inspections DECEMBER 09 FYTD10 Fire and Safety Inspections 11 154 Fire Code Inspections 63 411 Certificate of Occupancy 7 56 Office 122 685 Meetings 42 253 Plan Review 60 349 Training ‐ 362 Fire Education 28 42 Fire Investigations 45 175 Accidental $190,000 $341,000 Incendiary ‐ $132,500 Undetermined $10,000 $29,000 PERMITTING AND LICENSING Permits Issued DECEMBER 09 FYTD10 DECEMBER 08 FYTD 09 Building Addition/Renovation Permits 24 270 32 294 Building Permits 2 59 10 66 Demolition Permits 3 24 2 15 Fence Permits ‐ 48 2 68 Fire Prevention Permits 7 42 12 54 Mechanical Permits 12 227 25 330 Plumbing Permits 27 291 28 372 Sign Permits 11 136 21 119 Swimming Pool Permits ‐ 1 ‐ 9 Business Licenses 56 1,132 24 1,618 Merchant Licenses 2 271 1 327 Contractor Licenses 20 688 4 869 Lodging House Licenses 24 25 20 21 Mobile Homes ‐ 346 6 358 Public Occupancy 165 184 175 194 Rental Dwelling 664 766 598 713 BUILDING INSPECTIONS Permits Issued DECEMBER 09 FYTD10 DECEMBER 08 FYTD 09 Building 393 2,390 298 1,726 Plumbing/Mechanical 161 1,730 217 1,226 Certificate of Occupancy 16 158 18 144 City Manager’s Monthly Report, December 2009 13

PUBLIC UTILITIES ELECTRIC System Peak Total System Load 161.1 180.0 100,000 147.2 90,000 78,500 133.8 160.0 122.0 127.6 71,603 64,790 66,117 140.0 80,000 107.5 111.5 109.4 106.0 110.2 60,634 63,350 103.7 57,892 58,013 59,833 99.1 55,311 56,420 120.0 70,000 98.2 53,597 54,029 100.0 60,000 80.0 50,000 60.0 40,000 40.0 30,000 20.0 20,000 0.0 10,000 Dec Jan Feb Mar Apr May Jun Jul Aug Sep Oct Nov Dec Dec Jan Feb Mar Apr May Jun Jul Aug Sep Oct Nov Dec 08 09 09 09 09 09 09 09 09 09 09 09 09 08 09 09 09 09 09 09 09 09 09 09 09 09 Outages Customers of Gained/Lost 20 25,000 35 32 18 16 20,000 30 14 23 25 Outages Customers 12 15,000 20 17 17 10 15 15 15 8 10,000 15 10 11 6 10 7 7 4 5,000 6 4 2 5 0 0 0 Dec Jan Feb Mar Apr May June July Aug Sep Oct Nov Dec Dec Jan Feb Mar Apr May June July Aug Sep Oct Nov Dec 08 09 09 09 09 09 09 09 09 09 09 09 09 08 09 09 09 09 09 09 09 09 09 09 09 09 Outages Customers Outages: 7 Customers: 152 ELECTRIC OUTAGE REPORT # OF OUTAGE # DATE TIME OUT TIME IN LOCATION DEVICE ACTION CUST 1 12/2 08:04 PM 10:30 PM 113 S Governors Boulevard Blown Fuse 93 Replaced Fuse 2 12/09 07:50 AM 08:33 PM 2054 Horsepond Road Blown Fuse 26 Replaced Fuse 3 12/14 10:14 AM 12:35 PM 1133 S Little Creek Road Blown Fuse 24 Replaced Fuse 4 12/15 08:12 PM 11:08 PM 3634 S Little Creek Road Bad Transformer 2 Replaced Transformer 5 12/22 03:52 PM 08:07 PM 966 Sunset Terrace Bad Triplex 4 Replaced Wire 6 12/26 01:19 PM 04:28 PM 1100 Janes Road Limb on Line 1 Removed Limb 7 12/30 11:54 AM 01:37 PM 1360 Donas Landing Blown Fuse 2 Replaced Fuse 14 City Manager’s Monthly Report, December 2009

ENGINEERING SERVICES Completed Projects Active Projects / % Completed Projects in Design / % Completed  Schoolview Development  Grandview Mobile Home Park ‐ 80%  Wawa Bay Court Plaza Redesign ‐ 90%  South Shore Drive  Lexington Glenn ‐ 80%  Cahne Medical Building ‐ 0%  Clearview Phase 1, 2, 3 ‐ 50%  North Street Improvements ‐ 50%  Tall Pines, Dover Kenton Road ‐ 10%  Cannon Mill, Phase III ‐ 100%  Nottingham Meadows ‐ 50%  Chick Filet ‐‐0%  Cannon Mill, Phase II ‐ 90%  Wawa Court Street ‐ 100%  Kent Acres Rehab ‐ 95%  Kesselring Farm ‐ 100%  SR1/SR9 Rebuild ‐ 1%  Culligan Complex, Saulsbury Road ‐ 40%  Stover Professinal Center 508 ‐ 90%  Dover Transit ‐ 0%  Dove View Development ‐ 30%  1600 N. Little Creek Road ‐ 0%  Governors Avenue Phase I ‐ 90%  Spence’s Bazzar ‐ 0%  Patriot Village ‐ 20%  Brentwood ‐ 100%  State of Delaware I/T ‐ 99%  Kent General Hospital ‐ 100%  O’Brien Building ‐ 90%  Kent 8 Building ‐ 100%  DAFB Feeder ‐ 85%  Walgreens Dupont Highway ‐ 0%  Eden Hill Residential ‐ 15%  Silver Lake Blvd Townhouses ‐ 100%  12707‐12206 Tie ‐ 50%  W. Riley Brown ‐ 0%  Cross Gates Development ‐ 50%  Governors Lighting Fulton‐State St ‐ 100%  Buchanon Acres ‐ 50%  Dover Crossroads ‐ 100%  Village of Blue Hen ‐ 10%  CVS Forrest Street ‐ 100%  Fairfield Farms Lighting ‐ 100%  Candlewicke Lighting ‐ 100%  Garrison Fiber ‐ 0%  Vernon Woods ‐ 40%  The Arbors Senior Center ‐ 0%  Eden Hill Commercial ‐ 10%  Farthing Woods ‐ 100%  L & W Insurance ‐ 100%  Fiber‐Robbins Hose ‐ 0%  Fiber‐DEDO ‐ 100%  Public Library ‐ 0%  Fiber‐ Dover Downs ‐ 10%  Fiber‐Garrison ‐ 10%  Riley Brown ‐ 5%  Dover Animal Hospital ‐ 100%  McDonalds ‐ 0% TRANSMISSION AND DISTRIBUTION Underground Work % Completed Overhead Work % Completed  Clearview Meadows Ongoing  Overhead Maintenance Ongoing  Lexington Glenn Ongoing  Maintenance of City lighting Ongoing  Nottingham Meadows Ongoing  Capitol Park upgrade to underground 85%  Seskinore Development 95%  Ridgley Street Storage 60%  Stover Professional Center 90%  Kent Acres 99% City Manager’s Monthly Report, December 2009 15

MAJOR PROGRAM DEC 09 DEC 08 DIFFERENCE FY10 YTD FY09 YTD UPDATES Tree Trimming 177 209 32 1143 1166 5‐Yr Pole Testing & Program Not Active Repair Program Annual Infra‐Red Completed Testing Annual Substation Oil Completed Testing Track the amount of spills, clean‐ups, equip. ‐ ‐ ‐ 15 20 sales, & environmental disposals. New Professional Work Chop Saw Safety & Practices & Procedures; ‐ ‐ ‐ ‐ Usage Implemented Universal safety/security training, as mandated by federal, ‐ ‐ ‐ ‐ ‐ state, & local regulations, completed Dec Jan Feb Mar Apr May June July Aug Sep Oct Nov Dec METER STATS 08 09 09 09 09 09 09 09 09 09 09 09 09 Radio Read Meter Installations 36 20 43 42 38 53 53 122 119 41 50 64 52 Meters Tested 39 1 107 50 59 ‐ ‐ 235 97 159 57 96 170 Meters Junked ‐ ‐ 59 ‐ ‐ ‐ ‐ 86 ‐ 102 32 ‐ 74 Meters Removed 15 2 22 9 11 10 10 12 8 8 0 13 4 Meter Changes 10 2 24 13 20 24 24 91 77 13 13 36 35 New Services 11 11 8 15 10 16 16 13 23 13 21 15 5 Services Retired 1 ‐ ‐ 2 ‐ 1 1 4 ‐ 5 1 ‐ 5 Switching schedules 14 9 10 10 14 12 20 7 3 6 4 11 2 Work orders 289 289 263 263 277 279 526 861 1,047 303 286 1,107 249 Miss Utility tickets called back 1,884 1,788 1,713 1,713 2,283 1,947 2,277 2,022 1,724 2,416 2,118 1,370 1,478 Tickets located 285 1,774 1,701 1,911 2,256 2,145 2,206 912 873 1,638 1,388 1,091 739 SUBSTATION RELAY Substation Status  Lebanon Relay Upgrade  Mid City Foundation Construction  DAFB Relay Synchronizing 16 City Manager’s Monthly Report, December 2009

WATER/WASTEWATER Water Production/Billed Consumption/Flow to Kent County 200 150 Million Gallons 100 50 0 Dec 08 Jan 09 Feb 09 Mar 09 Apr 09 May 09 June 09 July 09 Aug 09 Sep 09 Oct 09 Nov 09 Dec 09 Total Water Production Billed Consumption Total Flow to Kent County City Readings Water Production: 101,207,000 Billed Consumption: 113,106,000 Total Flow to Kent County: 154,603,000 * City Readings: 178,066,000 *Billing behind one month DECEMBER 09 DECEMBER 08 Water Production – Daily Average 3,264,742 3,758,161 Fire Hydrants – Flushed ‐ ‐ Fire Hydrants – Tested 1 ‐ Final Readings 98 95 Cutoffs 20 45 Turn‐on’s 10 23 New Inspections 6 13 Curb Boxes Located 51 68 Curb Boxes Adjusted 3 2 Water Service Lines Repaired 1 4 Water Meters Repaired 30 21 Radio Technology Installations 8 475 New Meters Added 9 4 Total Water Meters in City Distribution System 13,764 13,582 DECEMBER 09 DECEMBER 08 L.F. Sewer Lines Flushed 82,352 104,305 Sewer Lines Inspected ‐ ‐ Feet Sewer Mains Videotaped ‐ 295 Manholes Inspected 468 602 Manholes Cleaned 468 584 City Manager’s Monthly Report, December 2009 17

Major Program Updates DECEMBER 09 DECEMBER 08 DIFF FY10 YTD FY09 YTD State and Federal Violations 0 violations 0 violations ‐ ‐ ‐ Water Quality Complaints 5 3 2 350 382 Infrastructure Repairs (Water 28 repairs 40 repairs 4 repairs reported 0 repairs reported 4 Distribution) reported reported Infrastructure Repairs 15 repairs 25 repairs 1 repairs reported 0 repairs reported ‐1 (Wastewater Transmission) reported reported Water System Flushing 0% 0% 100% 100% Completed (on schedule) Percentage of Flow Sent to Kent County vs. Gallons Billed 130% 87% 43% 100% 85% (inflow/Infiltration monitoring) Plan Review Completed within 13 plans 6 plans 7 plans 30 days of Submission 98% 96% 100% 100% Inspection Response within 48 100% ‐ 100% ‐ hours of Request 18 City Manager’s Monthly Report, December 2009

CITY PLANNER’S MONTHLY REPORT Public Services Group P.O. Box 475 Dover, DE 19903 Phone: (302) 736-7010 Fax (302) 736-4217 December 2009 PERSONNEL On December 15, 2009 Dawn Melson-Williams, Janelle Cornwell, and Michael Albert attended the DE/MD APA conference committee meeting. EDEN HILL FARM TND In December, construction of the townhouse units continued in the Residential District of Eden Hill Farm Traditional Neighborhood Design. Four townhouses received Temporary Certificates of Occupancy, and one received a final Certificate of Occupancy. Staff began review of building permits of another six-pack of two- story townhouses known as the Mediterranean during late December. In December, there was no specific activity associated with the Professional Office, Medical & Financial District. The Revised Implementation Plan (March 2009) for Neighborhood Commercial District is in the Check Print review process working towards Final Plan approval; no plan resubmissions for review were received in December. COMPREHENSIVE PLAN IMPLEMENTATION Comprehensive Rezoning Project 2009/Comprehensive Plan Amendments: After the City Council adopted the Comprehensive Plan Amendments and 2009 Comprehensive Rezoning, staff prepared notices of decisions and the various final publication documents. Other Activities: In December, Planning Staff began to focus efforts on other short term implementation items identified in the 2008 Comprehensive Plan, including working with the Economic Development Office on the Garrison Oak Conceptual Subdivision Plan. This was slated to be reviewed by the Planning Commission in December but was delayed until January 2010 due to weather conditions. (The Planning Commission Meeting in December was cancelled.) Staff also began to make preparations for the beginning of updating the Environmental Protections within the Zoning Ordinance, a process which will begin in January. CODE ENFORCEMENT Case Type # cases # cases % staff % staff current month YTD initiated initiated YTD current month No valid rental permit 4 122 100% 96% No valid building permit 1 60 0% 90% Tall grass and weeds 1 648 0% 75% Unregistered vehicle 2 67 100% 78% Abandoned vehicle 10 92 50% 71% Annual Housing 196 958 98% 97% Inspection

CO Inspection – 0 88 0% 100% Planning Property Maintenance – 38 755 76% 71% Exterior Electric Termination 19 267 0% 1% Dover Code of 45 1049 80% 75% Ordinances Zoning 9 282 78% 84% Basketball goal 1 30 0% 80% Total Cases 326 4433 Total # of Inspections 717 COMMUNITY DEVELOPMENT FISCAL YEAR 2008 Dover Interfaith Ministry to the Homeless Site plans and architectural and structural proposals have been submitted to the city for renovations for the shelter at 684 Forrest Avenue. Dover Interfaith has applied for a building permit for minor demolition of the some of the interior which will not be included in CDBG funding. FISCAL YEAR 2009 Homeowner Rehabilitation Program Three (3) homes have been completed (49 S. Kirkwood St., 420 Court St., 720 Carol St.) and the waiting list for housing renovations will open on January 21, 2010 to accept applications for the first 20 qualified applicants at City Hall. The remaining 2009 funding will be utilized to rehab homes of the first four to five families on the waiting list. Homeownership Assistance Program (Down Payment Assistance) One family has purchased a home. One family will be closing in late January, and one family will be closing in mid March. Elizabeth W. Murphey School The State Historic Preservation Office (SHPO) has denied approval for the replacement windows at the Murphey School. They would not allow the existing windows to be replaced with vinyl windows. The Executive Director has submitted bids and a scope of work to replace the steam lines for buildings 12-48 which is currently under review by SHPO. RC & D Emergency Home Repairs Emergency home repairs have been completed on the following homes: 38 North Kirkwood, 117 Quail Hollow Drive, 722 Forest Street and 893 Schoolhouse Lane Neighborhood Stabilization Program (NSP) Six properties have been purchased and $822,255 has been expended in NSP funding year to date. Before renovations can begin on any of the properties, the Memorandums of Understandings must be amended for the NSP partners to follow the CDBG procurement process. Dover Community Partnership properties: 343 Mimosa Avenue, 907 Woodcrest Drive, 218 Ann Avenue Diamond State Community Land Trust properties: 337 North Governors Avenue, 302 Stonebrook Place Connections Community Support Program: 1430 S. Hancock Avenue

MEETING REPORTS Board of Adjustment: The Board of Adjustment met at a special meeting held on December 2, 2009 and took the following actins: The next Board of Adjustment meeting is scheduled for January 20, 2010. 1. Applicant #V-09-13 - 229 S Governors Ave: Action Tire – Moved to deny because the trailer was placed there without any approval; however, given the owner until the meeting in March to come up with an alternative solution. If there is no alternative solution, then the trailer would have to be removed. 2. Applicant #V-09-14 - 508 S State St: Yozima, LLC – Moved to approved based upon Staff recommendation and testimony received. 3. Applicant #V-09-15 - 211 Delaware Ave – Moved to approve as the Board agrees with the recommendations of Staff and the testimony given; furthermore, in their opinion it looks like this is part of the architecture of the building and is for institutional community use. Downtown Dover Partnership: (Now reported as part of the Public Services Director’s Monthly Report) Economic Development: (Now reported as part of the Public Services Director’s Monthly Report) Historic District Commission: The Historic District Commission did not meet on December 19, 2009 due to the lack of quorum. The next regularly scheduled meeting for the Historic District Commission is January 21, 2010. Discussion is ongoing regarding updating the Historic District Guidelines. Planning Commission The Planning Commission did not meet on December 21, 2009 due to inclement weather. The next scheduled Planning Commission meeting is scheduled for January 19, 2010. Submitted by: Ann Marie Townshend, AICP Planning & Community Development Director

January 29, 2010 Mayor and Council City of Dover P.O. Box 475 Dover DE 19904 Mayor Carey and Members of Council, On behalf of the officers and members of the Dover Fire Department I would like to thank City Council and Mr. DePrima for the thoughtful gifts presented at our company meeting December 7th. The continued support of the City of Dover provides our members with the training and equipment needed to maintain the best fire / rescue service in the state of Delaware. The DFD was involved in several community events during the month of December. Our tractor drawn ladder truck was used to bring Santa into town for the Festival of Lights, and Home for the Holidays parade sponsored by the Downtown Dover Partnership. The DFD also had our annual Operation Santa scheduled for the December 20 -23. Operation Santa was started in 2002 to help spread Christmas cheer throughout the greater Dover area know some children may never get to see Santa, we bring him to them. Firefighters drive Santa through all the neighborhoods handing out candy canes to over 6,000 children in the four nights. The annual event continues to grow and has had a large impact on our community over the past seven years. The DFD often gets request for Santa to visit sick children, and sometimes even adults. Unfortunately this year Operation Santa was canceled due to the snow and poor road conditions. The members of the DFD are looking forward to next year. The Fire Officers for 2010 were sworn by Mayor Carey on December 16th at city hall. I would like to thank Mayor Carey for his time and kind words. During the month of December the DFD responded to 99 fire / rescue emergencies. Thirty incidents were during the snow storm December 19 and 20. I have attached a report on the DFDs preparation, response, and problems found during the storm, with solutions. I have attached the December finical report. Please contact me with any questions.

The Dover Fire Department continues to provide the greater Dover area with superior fire / rescue service. There is nothing stronger than the heart of a volunteer; our members are dedicated to protect our neighbors and anyone visiting our great city. Incidents of Interest 12/05 Motor Vehicle Crash Rt. 1 SB / Exit 104 The DFD, Kent County ALS, and BLS 63 were alerted to an MVC with entrapment on Rt. 1 SB / Exit 104. Units arrived to find a single vehicle into the trees with two subjects trapped. Members stabilized the truck, and began to remove the doors and roof of vehicle. The two patients were transported to Kent General Hospital with non-life threatening injuries. While on scene several DFD units were diverted to other MVC’s on Rt. 1. All crashes were due to the poor road conditions. Del-Dot closed Rt. 1 at Exit 104 until salt and sand could be laid for traction. 12/05 Building Fire 195 Commerce Way Capitol Cleaners DFD was alerted with Kent County ALS, BLS 63, and Hartly Fire Co. for the Rapid Invention Team (RIT) to 195 Commerce Way for a building fire. Units arrived to find an active fire in the center of the building. Crews forced the door and made entry to the building and were able to quickly extinguish the fire. Other crews searched the building and reported negative results. Crews remained on scene a short time assisting the City Fire Marshal. 12/07 Motor Vehicle Crash W. North St. Eden Hill DFD was alerted with Kent County ALS, and BLS 63 to an MVC with entrapment on W. North St, in front of Eden Hill Medical Center. Crews arrived to find a minor MVC with the driver trapped. Crews removed the driver’s door and assisted EMS with patient removal. The patient was transported by EMS to Kent General Hospital with minor injuries. 12/11 Assist House Fire Asbury Ave / DuPont Hwy. Camden DFD was alerted for a Ladder and Engine to assist Camden-Wyoming Fire Co. on a house fire Asbury Ave. / DuPont Hwy. Crews arrived to find fire on the second floor of a vacant house that was on fire the day before. Crews preformed an exterior attack, due to the instability of the house. The fire was brought under control and units cleared. 12/14 House Fire 36 Sackarackin Ave. DFD was alerted for a house fire at 36 Sackarackin Ave. Crews arrived to find smoke coming from the front door. Crews advanced a hand line in the front door and found a small fire in the dishwasher. Crews quickly extinguished the fire and used positive pressure fans to remove lingering smoke from the residents.

12/22 House Fire 411 N. Bradford St. DFD, Kent County ALS, BLS 41, and Little Creek Fire Co for the RIT were alerted to 411 N. Bradford St, for smoke coming from the front door. Units arrived to find heavy smoke coming from the first floor with and active fire in the rear of the house. Crews placed a hand line in service for fire attack. There were only two units responding and a second alarm was sounded. The fire was knocked down but it had worked its way into the walls. Additional crews entered and opened the ceiling and walls exposing the fire. The fire was placed under control and crews remained on scene assisting the City Fire Marshal. The second alarm was sounded due to lack of manpower. Members contribute their slow response to the poor road conditions in the city. 12/27 House Fire 134 N. American Ave. DFD, Kent County ALS, BLS 63, and Little Creek Fire Co for the RIT were alerted to 134 N. American Ave. for a fire in the kitchen. Units arrived to find smoke coming from the front door and the eves of the house. Crews placed a hand line in service and found a fire in the kitchen and hallway. Crews quickly knocked down the fire and completed a search of the residents finding and removing two cats. Crews remained on scene assisting the City Fire Marshal. Respectfully, Sean P.M. Christiansen Chief of Department

4:41 PM Robbins Hose Company # 1, Inc. 01/28/10 Profit & Loss Detail Accrual Basis December 2009 Type Date Num Name Memo Clr Split Amount Balance Ordinary Income/Expense Expense Apparatus Repairs & Maintenance Gasoline Check 12/6/2009 89 City of Dover Diesel Fuel City Fund Acco... 958.20 958.20 Total Gasoline 958.20 958.20 Other Equipment Repairs Check 12/6/2009 93 Southeastern Emerg... Inv 304383 City Fund Acco... 91.17 91.17 Check 12/19/2009 96 Pugh's Service, Inc. Inv-K2123198... City Fund Acco... 110.68 201.85 Total Other Equipment Repairs 201.85 201.85 Uniforms Check 12/6/2009 91 Dover Army-Navy St... Invoice 17043 City Fund Acco... 82.00 82.00 Total Uniforms 82.00 82.00 Apparatus Repairs & Maintenance - Other Check 12/6/2009 92 Hitchens Tire Service Inv 224023- E... City Fund Acco... 105.00 105.00 Check 12/19/2009 97 Singer Associates Inv MORO22... City Fund Acco... 1,792.94 1,897.94 Total Apparatus Repairs & Maintenance - Other 1,897.94 1,897.94 Total Apparatus Repairs & Maintenance 3,139.99 3,139.99 Building Utilities Electricity Check 12/6/2009 90 City of Dover Electric for No... City Fund Acco... 2,966.50 2,966.50 Check 12/12/2009 95 City of Dover Electric Charg... City Fund Acco... 565.18 3,531.68 Total Electricity 3,531.68 3,531.68 Heating Expenses Check 12/6/2009 88 Chesapeake Utilities Station 2 Gas City Fund Acco... 187.55 187.55 Total Heating Expenses 187.55 187.55 Telephone Check 12/6/2009 89 City of Dover Telephone- V... City Fund Acco... 788.61 788.61 Check 12/6/2009 94 Verizon Wireless November Ch... City Fund Acco... 5.67 794.28 Total Telephone 794.28 794.28 Water/Sewer Check 12/6/2009 90 City of Dover Water & Sew... City Fund Acco... 190.64 190.64 Check 12/12/2009 95 City of Dover Water/Sewer ... City Fund Acco... 16.78 207.42 Total Water/Sewer 207.42 207.42 Total Building Utilities 4,720.93 4,720.93 Page 1

4:41 PM Robbins Hose Company # 1, Inc. 01/28/10 Profit & Loss Detail Accrual Basis December 2009 Type Date Num Name Memo Clr Split Amount Balance Office Supplies Check 12/6/2009 89 City of Dover Postage City Fund Acco... 13.64 13.64 Total Office Supplies 13.64 13.64 Total Expense 7,874.56 7,874.56 Net Ordinary Income -7,874.56 -7,874.56 Net Income -7,874.56 -7,874.56 Page 2

FY 09-10 City Funded Account Balance Sheet ACCOUNT BUDGET SPENT BALANCE Apparatus Repairs & Maintenance $ 60,500.00 $ 36,026.08 $ 24,473.92 Gasoline $ 21,000.00 $ 4,164.91 $ 16,835.09 Medical Supplies $ 700.00 $ 639.60 $ 60.40 Other Equipment Repairs $ 4,000.00 $ 837.99 $ 3,162.01 Program Expenses $ 36,630.00 $ 5,798.82 $ 30,831.18 Radio Repairs $ 2,000.00 $ 484.55 $ 1,515.45 Safety & Security $ 3,150.00 $ 1,135.05 $ 2,014.95 Small Tools $ 4,800.00 $ 1,300.00 $ 3,500.00 Uniforms & Firefighting Gear $ 26,100.00 $ 6,216.78 $ 19,883.22 Building Expenses- Electricity $ 53,820.00 $ 23,983.85 $ 29,836.15 Building Maintenance Supplies $ 1,950.00 $ 1,950.00 Heating Expenses- Gas $ 20,000.00 $ 1,777.92 $ 18,222.08 Telephone $ 19,340.00 $ 5,428.36 $ 13,911.64 Water & Sewer $ 2,150.00 $ 1,237.38 $ 912.62 Contractual Services $ 16,587.00 $ - $ 16,587.00 Training & Travel $ 8,365.00 $ 810.00 $ 7,555.00 Pension $ 3,500.00 $ - $ 3,500.00 Office Supplies $ 200.00 $ 87.77 $ 112.23 Balance as of: 12/31/09

Dover Fire Department Response Report Snow Storm December 2009

On Saturday December 19, 2009 a major snow storm moved across the Mid‐Atlantic States. The storm brought over 18.0” of snow, and gusty winds to the greater Dover area over a period of 36 hours. The Dover Fire Department (DFD) faced several challenges during the storm. This report gives details of the DFD preparation and operation over the period of three days and the issues we faced. This early storm has brought to light problems in the within city departments. On Tuesday December 15th I received a group email from the Delaware Volunteer Firefighters Association (DVFA) President advising of the possibility of a large storm to be in our area later in the week. This was information provided by the Delaware Emergency Management Agency (DEMA). There were several emails to follow during the week giving updates, including time track, and predicted accumulations. The Fire Officers of the DFD were assigned duties for preparation of the storm on Wednesday December 16th. I routinely briefed the officers with the information obtained from DEMA by email. Over the next two days all 14 pieces of apparatus were topped off with diesel fuel, gas powered tools were run, and serviced. The bunkrooms at both stations were made to accommodate ten firefighters each, and food was purchased for three days. Members were contacted for their availability for the duration of the storm. I contacted the Fire Dispatchers for their availability if the need for a second dispatcher is needed due to call volume. Late Friday I was contacted by EMC Hutchison who advised me of the approaching storm and possible accumulation. I advised him of the preparations made by the DFD and crews would be in place at both station 7 am Saturday. I also offered the assistance of the DFD if it should be needed during the storm. I was contacted by Fire Dispatcher Osika at 5 am who advised the snow is accumulating a roads are covered with more than 2”. Dispatcher Osika was advised to call the established crews and have them report to their assigned stations. At 6am the DFD had crews in service at both stations. The Fire Officers met and created an Organizational Chart using an ICS 207 form. This chart would be used a guide for the chain of command for the duration of operation. Other ICS forms were completed for the operation and are attached. Over the course of three days the DFD responded to 30 fire/rescue emergencies and over 30 public assist for stranded motorist in the greater Dover area. Most weather related incidents, including several possible structural collapses due to the weight of the snow on roofs. During the storm and the days after the DFDs four wheel drive Field Piece was used to assist the city’s Basic Life Support unit (BLS). The unit and crew drove ahead of the BLS unit to make tracks in unplowed developments, assisted with getting the patient to the unit and used the wench to pull the BLS unit if needed. Early Saturday night I was contacted by the EMC and asked if the city BLS units could stage at the fire stations due to large snow drifts on off of S. Little Creek Rd. The BLS units were in place at both stations by 7pm. We continued to staff both stations until 7am Monday, and a single crew was placed in service during the day at station 1. Temperatures were expected to be below freezing Monday night, and road conditions were poor throughout the city. It was decided to place crews in both stations at 7pm and they were released 7am Tuesday. The members of the DFD logged 828 man hours during the storm.

Tuesday night December 22 at 6:30pm the DFD was alerted to a house on fire in the 400 block of N. Bradford St. The on duty Assistant Chief arrived to find heavy smoke coming from the first floor of the two story duplex. The first piece of apparatus to arrive was E2 which responded from station 2 on Kenton Rd. E4 was delayed due to the road conditions on Governors Ave. The fire went quickly to a second alarm due to the lack of manpower on scene. The second alarm brought an additional engine, 2 ladders and a rescue. After the fire was extinguished units returned to station 1. Members advised the officers they responded on the first alarm but were unable to get to the station due to the roads. One member relayed it took him 20 minutes to get from Pine St. to station 1 on Reed St. This fire was three days after the snow fell. The Fire Officers have identified these problems and offered solutions for future storms. 1. Lack of communication on local level, weather updates, key points in preparation, action plan. a. Conference calls between key departments that will be utilized during the storm. Fire, Police, Utilities, Electric, City Manager. 2. Lack of access to both fire stations throughout the storm for members and fire apparatus. On several attempts calls were made for the plows to clear the apparatus ramps at both stations. We were told “we will get there when we can” at 7pm on Saturday we had 5” of snow on the ramp of station 2. DelDot cleared the parking lot and ramps of station 2 late Tuesday. Reed St. was finally cleared of loose snow late Tuesday afternoon. a. Fire, Police, and EMS are a part of public safety and should be given priority over all other task. These areas should be taken care of on a regular schedule insuring emergency vehicles can respond. 3. Fire apparatus and BLS units had limited to no access to developments throughout the city. Unplowed snow created road blocks causing delayed responses and hampered efforts of first responders. We traveled through four neighborhoods west of the railroad tracks that had not been touched as of 5pm Sunday night. We contacted dispatch for the plow crews and were told “we’re working on it” 10:30pm the first plow came through Mallard Pond. a. A plow or frontend loader should be dedicated to each fire station to drive in front of emergency vehicles to clear the way. This has been done in the past and worked well. 4. Crews on scene of a partial roof collapse requested a building inspector to the scene structural damage. We were not able to make contact with a building inspector after trying all our contact numbers. Mr. DePrima responded and condemned the home to. a. On call Building Inspectors with proper contact numbers issued to the DFD, DPD. 5. Fire apparatus had trouble driving through several inches of snow. Apparatus on‐spot chains were ineffective. a. DFD has obtained information on snow chains for the entire fleet. This may not be cost effective at this time. 6. Apparatus response times were hampered due to vehicles stuck in the snow. Cars without four wheel drive could not pass through the snow causing road blocks. a. Provide DPD four wheel drive vehicles to enforce driving restrictions during snow storms. 7. There was no plan (that the DFD was privy to) of how the city was going to deal with this storm. a. A plan of action of how the city is going to respond should be developed and implemented before the storm arrives to include outside resources. This could be done using NIMS ICS forms. 8. The seemed to be no organization within the city during the storm. The DFD and DPD have a command structures that are followed every day.

a. A NIMS ICS 207 form should be completed for the entire city. From top to bottom. One for daily operations and one for emergency operations to include Unified Command. Every employee is educated in ICS 100 & ICS 700, and would understand how this chart works. Span of control is five to seven people; this chart would simplify who is responsible for what and who they report to. 9. Lack of information to the public from the city. I understand the city PIO is out sick and hope she is doing well, but this is a role that needed to be filled to inform the public of the efforts of the city, information on safety during the storm, and any other valuable information that the Unified Command wanted to disperse a. The city waited too long to address the citizen of Dover. The local media would have played a key role in informing residents to stay indoors, and allow time for the plows to get to the roads. Reverse 911 could have been used. One person needs to fill the role of the PIO and put the information out. The Dover Fire Departments preparation and operation during the storm was similar to storms of the past. We were able to staff crews at both stations for 72 hours. The volunteers who stayed countless hours away from their families, homes, and jobs are dedicated to protect the lives and property of the citizens of the greater Dover area. The problems the DFD encountered during the storm were associated with the operations of other city departments. This storm should be used as a learning experience to better the service we provide to the citizens of Dover. Respectfully, Sean P.M. Christiansen Chief of Department

Organization Assignment List, ICS Form 203 1. INCIDENT NAME 2. DATE PREPARED 3. TIME PREPARED ORGANIZATION ASSIGMENT LIST Snow 12/09 12/18/09 21:00 POSITION Fire Chief NAME Sean Christiansen 4. OPERATIONAL PERIOD (DATE/TIME) 12/19/09 0700 - 5. INCIDENT COMMAND AND STAFF 9. OPERATIONS SECTION INCIDENT COMMANDER Sean Christiansen CHIEF Cole Enright DEPUTY Cole Enright DEPUTY SAFETY OFFICER Sean Christiansen a. BRANCH I- DIVISION/GROUPS INFORMATION OFFICER Sean Christiansen BRANCH DIRECTOR LIAISON OFFICER Sean Christiansen DEPUTY DIVISION/GROUP Station 1 David Hiser 6. AGENCY REPRESENTATIVES DIVISION/ GROUP Engine 4 AGENCY NAME DIVISION/ GROUP Brush 9 DIVISION/GROUP Ladder 2 DIVISION /GROUP b. BRANCH II- DIVISIONS/GROUPS BRANCH DIRECTOR DEPUTY DIVISION/GROUP Station 2 Carl Troubertaris 7. PLANNING SECTION DIVISION/GROUP Engine 2 CHIEF DIVISION/GROUP Utility 1 DEPUTY DIVISION/GROUP RESOURCES UNIT SITUATION UNIT c. BRANCH III- DIVISIONS/GROUPS DOCUMENTATION UNIT BRANCH DIRECTOR DEMOBILIZATION UNIT DEPUTY TECHNICAL SPECIALISTS DIVISION/GROUP DIVISION/GROUP DIVISION/GROUP 8. LOGISTICS SECTION d. AIR OPERATIONS BRANCH CHIEF Walt Slezak A&M AIR OPERATIONS BR. DIR. DEPUTY AIR TACTICAL GROUP SUP. AIR SUPPORT GROUP SUP. HELICOPTER COORDINATOR a. SUPPORT BRANCH AIR TANKER/FIXED WING CRD. DIRECTOR SUPPLY UNIT FACILITIES UNIT GROUND SUPPORT UNIT 10. FINANCE/ADMINISTRATION SECTION CHIEF Terry Witham DEPUTY b. SERVICE BRANCH TIME UNIT DIRECTOR PROCUREMENT UNIT COMMUNICATIONS UNIT Fire Dispatcher COMPENSATION/CLAIMS UNIT MEDICAL UNIT Mike O’Connor COST UNIT FOOD UNIT Ray Osika PREPARED BY (RESOURCES UNIT)

Assignment List, ICS Form 204 1. BRANCH 2. DIVISION/GROUP Station 1 ASSIGNMENT LIST 3. INCIDENT NAME 4. OPERATIONAL PERIOD Snow 12/09 DATE 12/19/09 TIME 0700 - 5. OPERATIONAL PERSONNEL OPERATIONS CHIEF Enright DIVISION/GROUP SUPERVISOR Hiser BRANCH DIRECTOR AIR TACTICAL GROUP SUPERVISOR 6. RESOURCES ASSIGNED TO THIS PERIOD DROP NUMBER TRANS. PICKUP STRIKE TEAM/TASK FORCE/ OFF PERSONS NEEDED PT./TIME RESOURCE DESIGNATOR EMT LEADER PT./TIME Engine 4 1 Hiser 5 N/A N/A N/A Ladder 2 1 O’Connor 5 N/A N/A N/A Brush 9 0 Mullaney 2 N/A N/A N/A 7. CONTROL OPERATIONS 8. SPECIAL INSTRUCTIONS 9. DIVISION/GROUP COMMUNICATIONS SUMMARY FUNCTION FREQ. SYSTEM CHAN. FUNCTION FREQ. SYSTEM CHAN. LOCAL N/A 800 Doverfir LOCAL N/A 800 Doverfir COMMAND SUPPORT REPEAT REPEAT DIV./GROUP GROUND TACTICAL TO AIR PREPARED BY (RESOURCE UNIT LEADER) APPROVED BY (PLANNING SECT. CH.) DATE TIME

Assignment List, ICS Form 204 1. BRANCH 2. DIVISION/GROUP Station 2 ASSIGNMENT LIST 3. INCIDENT NAME 4. OPERATIONAL PERIOD Snow 12/09 DATE 12/19/09 TIME 0700 - 5. OPERATIONAL PERSONNEL OPERATIONS CHIEF Enright DIVISION/GROUP SUPERVISOR Troubertaris BRANCH DIRECTOR AIR TACTICAL GROUP SUPERVISOR 6. RESOURCES ASSIGNED TO THIS PERIOD DROP NUMBER TRANS. PICKUP STRIKE TEAM/TASK FORCE/ OFF PERSONS NEEDED PT./TIME RESOURCE DESIGNATOR EMT LEADER PT./TIME Engine 2 1 Troubertaris 5 N/A N/A N/A Utility 1 0 Small 2 N/A N/A N/A 7. CONTROL OPERATIONS 8. SPECIAL INSTRUCTIONS 9. DIVISION/GROUP COMMUNICATIONS SUMMARY FUNCTION FREQ. SYSTEM CHAN. FUNCTION FREQ. SYSTEM CHAN. LOCAL N/A 800 Doverfir LOCAL N/A 800 Doverfir COMMAND SUPPORT REPEAT REPEAT DIV./GROUP GROUND TACTICAL TO AIR PREPARED BY (RESOURCE UNIT LEADER) APPROVED BY (PLANNING SECT. CH.) DATE TIME

1. Incident Name 2. Date Prepared 3. Time Prepared 4. Operational Period MEDICAL PLAN Snow 12/09 12/18/09 21:00 0700 - 5. Incident Medical Aid Station Paramedics Medical Aid Stations Location Yes No Fire Station 1 103 S. Governors Ave. X Fire Station 2 911 Kenton Rd X Kent General ER S. State St. X 6. Transportation A. Ambulance Services Paramedics Name Address Phone Yes No A63 Fire Station 1 X B63 Fire Station 2 X B. Incident Ambulances Paramedics Name Location Yes No A43 Cheswold X A41 Camden X 7. Hospitals Travel Time Helipad Burn Center Name Address Phone Air Ground Yes No Yes No Kent General Dover 5m 10m X X Milford Milford 10m 20m X X Christiana Newark 20m 40m X X Crozer Chester PA 30m 60m X X Chester 8. Medical Emergency Procedures Treat with basic first aid and call Dover Fire Dispatch for EMS response.

City of Dover Capital Investment Plan Project Tracking Report December 31, 2009 Points to Remember - * Original Project Budget = Original Total Project Budget initially included in approved annual budget. * Latest Project Budget = Revised Total Project Budget included in most recent approved annual budget or one of the following: bond resolution, revolving fund loan agreement, Council approved budget amendment, or City Manager approved amendment as per the Budget Amendment Procedure. * Current Fiscal Year - Revised Fiscal Year Budget = Current Year approved project budgets plus carry forward balances of unspent budgets in the prior fiscal year. Project Carry Forward balances will be submitted to City Council for amendment in January 2010. Can also be amended with City Manager approval per the Budget Amendment Procedure. * Water Quality, Inflow/Infiltration, Distribution Upgrades and New Development projects are budgeted as a blanket project and once individual projects are identified and estimated they are created using an allocation of the overall budgeted amount. Examples are Water Quality - Pear Street; New Developments - Kent County Lighting; Distribution Upgrades - Crossgates; * The FY10 Budget for Community Transportation & Streets $350,000 is expected to change based on the State of the City Review. * Status and Comments provided by City Manager. * For Finance purposes projects are considered completed when placed in service and all charges have been processed. Community Water & Total Current Year Budget Funding Sources General Transportation Wastewater Electric CIP Beginning Budget Balance $ 375,408 $ - $ 699 $ 36,619 $ 412,726 Federal &/or State Grants 4,180,234 1,000,000 45,248 240,875 5,466,357 Revolving Fund Loans - - 8,346,498 - 8,346,498 Bond Proceeds 1,912,433 - - 4,240,034 6,152,467 Impact Fees - - 518,230 - 518,230 State Funds (FY09 Carry Forward Gov Ave) - - - 710,318 710,318 Parkland Reserve 40,000 - - - 40,000 Library Reserve & Contributions 3,180,235 - 3,180,235 Transfer from Operating Funds 344,802 472,690 700,000 886,012 2,403,504 Interest Earned 2,700 - - 33,700 36,400 Project Carry Forward Balances 51,006 - 1,094,697 2,652,769 3,798,472 Total Funding Sources (Unaudited) $ 10,086,818 $ 1,472,690 $ 10,705,372 $ 8,800,327 $ 31,065,207

City of Dover General Fund - Major CIP Projects December, 2009 TOTAL PROJECT - PAST, CURRENT & FUTURE BUDGETS CURRENT FISCAL YEAR Original Latest Project Project Current Revised Fiscal Project Project To Date Budget % Budget Fiscal Yr. Fiscal Yr. YTD % Budget Type Description Budget Budget Expenses Balance Spent Budget Budget Expenses Spent Status Comments FY2008 M Park Improvement Program $ 30,000 $ 30,000 $ 28,734 $ 1,266 95.8% $ - $ 30,000 $ 28,734 0.0% Complete Basketball Court repaved. Totals - FY08 $ 30,000 $ 30,000 $ 28,734 $ 1,266 95.8% $ - $ 30,000 $ 28,734 0.0% FY2009 M/G New Library Project $ 18,200,000 $ 24,679,934 $ 1,070,640 $ 23,609,294 4.3% $ 8,912,433 $ 9,272,902 $ 333,574 3.7% Started Finished Design Development. Totals - FY09 $ 18,200,000 $ 24,679,934 $ 1,070,640 $ 23,609,294 4.3% $ 8,912,433 $ 9,272,902 $ 333,574 3.7% FY2010 Vehicles & Equipment $ 372,910 $ 372,910 $ 255,474 $ 117,436 68.5% $ 372,910 $ 393,916 $ 255,474 68.5% Started Includes DFD payment & Police Grants. Contractor complete, will do some in house Concrete Program 50,000 50,000 1,119 48,881 2.2% 50,000 50,000 1,119 2.2% Complete repairs. Pitts Center Addition 50,000 50,000 - 50,000 0.0% - 40,000 - 0.0% Started Council approved. Transfer to CT Fund 300,000 300,000 - 300,000 0.0% 300,000 300,000 - 0.0% N/A Totals - FY10 $ 772,910 $ 772,910 $ 256,593 $ 516,317 33.2% $ 722,910 $ 783,916 $ 256,593 35.5% Grand Totals $ 19,002,910 $ 25,482,844 $ 1,355,967 $ 24,126,877 5.3% $ 9,635,343 $ 10,086,818 $ 618,901 6.4% Legend M = Multi-year project - a project with a specific schedule to occur over multiple years. R = Recurring project - a project that begins and ends each fiscal year and is rebudgeted to start over each fiscal year. G = Grant funded project

City of Dover Community Transportation & General Fund Street Funds - Major CIP Projects December, 2009 TOTAL PROJECT - PAST, CURRENT & FUTURE BUDGETS CURRENT FISCAL YEAR Original Latest Project Project Current Revised Fiscal Project Project To Date Budget % Budget Fiscal Yr. Fiscal Yr. YTD % Budget Type Description Budget Budget Expenses Balance Spent Budget Budget (1) Expenses Spent Status Comments FY 2002 North Street Sidewalk $ 80,416 $ 80,416 $ - $ 80,416 0.0% $ - $ 80,416 $ - 0.0% Not started Work on hold pending Collegiate decision. Totals $ 80,416 $ 80,416 $ - $ 80,416 0.0% $ - $ 80,416 $ - 0.0% FY 2005 Dover Little League Parking Lot Awaiting DELDOT/staff decision on re- Phase II $ 14,906 $ 14,906 $ 3,332 $ 11,574 22.4% $ - $ 11,574 $ - 0.0% Done appropriation of available funds. Totals $ 14,906 $ 14,906 $ 3,332 $ 11,574 22.4% $ - $ 11,574 $ - 0.0% - FY 2006 M Lincoln Park Center $ 400,000 $ 400,000 $ 256,311 $ 143,689 64.1% $ - $ 147,275 $ 3,586 0.0% Started Ongoing. Totals $ 400,000 $ 400,000 $ 256,311 $ 143,689 64.1% $ - $ 147,275 $ 3,586 0.0% - - FY 2007 10% received from State, not part of street program. Separate contract due to nature E. Water Street Brick Sidewalk $ 65,000 $ 65,000 $ - $ 65,000 0.0% $ - $ 65,000 $ - 0.0% Not started of work. Totals $ 65,000 $ 65,000 $ - $ 65,000 0.0% $ - $ 65,000 $ - 0.0% FY 2009 Spruance Road - White Oak to Maple Parkway $ 141,000 $ 141,000 $ 101,464 $ 39,536 72.0% $ - $ 101,465 $ 101,464 0.0% Started Work in progress. Spruance Road - Maple Parkway to East Division 125,400 125,400 120,309 5,091 95.9% - 120,309 120,309 0.0% Started Work in progress. Various FY09 Streets 225,000 225,000 185,000 40,000 82.2% - 85,000 45,000 0.0% Started Independence & Greenway started. Schutte Park 21,950 21,950 - 21,950 0.0% - 21,950 - 0.0% Not Started Scheduled FY 2009. Woodsedge Road 75,000 75,000 113,234 (38,234) 151.0% - 113,234 113,234 0.0% Not Started Scheduled FY 2009. Various Streets 206,287 206,287 - 206,287 0.0% - 206,287 - 0.0% Not Started Westover Landscaping 2,500 2,500 1,451 1,049 58.0% - 2,500 1,451 0.0% Work is done Totals $ 797,137 $ 797,137 $ 521,458 $ 275,679 65.4% $ - $ 650,745 $ 381,458 0.0% FY 2010 Street & Alley Program $ 350,000 $ 522,690 $ 30,895 491,795 5.9% $ 350,000 $ 472,690 $ 30,895 8.8% Not Started Original Budget should be $300,000. Budgeted CT Agreements FY10 1,000,000 1,000,000 - 1,000,000 0.0% 1,000,000 44,990 - 0.0% Not Started No fiscal FY10 agreements signed. Totals $ 1,350,000 $ 1,522,690 $ 30,895 $ 1,491,795 2.0% $ 1,350,000 $ 517,680 $ 30,895 2.3% Grand Totals $ 2,707,459 $ 2,880,149 $ 811,996 $ 2,068,153 28.2% $ 1,350,000 $ 1,472,690 $ 415,939 30.8% Legend M = Multi-year project - a project with a specific schedule to occur over multiple years. R = Recurring project - a project that begins and ends each fiscal year and is rebudgeted to start over each fiscal year.

City of Dover Water/Wastewater Improvement & Extension Fund - Major CIP Projects December, 2009 TOTAL PROJECT - PAST, CURRENT & FUTURE BUDGETS CURRENT FISCAL YEAR Original Latest Project Project % Approved Revised Fiscal % Project Project To Date Budget Budget Fiscal Yr. Fiscal Yr. YTD Budget Type Description Budget Budget Expenses Balance Spent Budget Budget Expenses Spent Status Comments FY 2008 South Governors Ave. Water Main Upgrade $ 200,000 $ 200,000 $ - $ 200,000 0.0% $ - $ 200,000 $ - 0.0% Started Construction North of Wyoming Ave. M 1.0 MG Elevated Water Storage Tower 4,196,600 2,590,000 4,830 2,585,170 0.2% 200,000 196,255 1,085 0.6% Started Selecting Tank Model & Site; FY11 = Constr. Test Well at Schutte Successful; FY11 = Constr. M Piney Point Well 398,800 665,000 52,475 612,525 7.9% - 185,455 22,930 12.4% Started M South Governors Ave. Sewer Main 300,000 291,000 10,514 280,486 3.6% - 281,088 602 0.2% Started Construction North of Wyoming. M/SL US 13 East Sanitary Sewer Interceptor 2,376,800 3,409,641 226,667 3,182,974 6.6% 3,201,480 3,201,480 18,506 0.6% Started Pre-construction meeting set M Lafferty Lane Package P/S Replacement 230,000 374,369 418,833 (44,464) 111.9% - - 26,269 0.0% Completed In service. O/S Encumbrance $26,269. Totals - FY08 $ 7,702,200 $ 7,530,010 $ 713,319 $ 6,816,691 9.5% $ 3,401,480 $ 4,064,278 $ 69,392 1.7% FY2009 Washington Street $ 492,800 $ 310,100 $ 310,063 $ 37 100.0% $ - $ - $ - 0.0% Completed Pear Street 759,100 653,804 424,145 229,659 64.9% - 331,900 102,241 30.8% Started Pear Street Done, working on West St. South Street 120,800 79,800 37,802 41,998 47.4% - - 333 0.0% Completed Contact Chambers - residual analyzers 100,000 113,800 95,484 18,316 83.9% - - - 0.0% Completed M/SL Bayard Avenue 590,910 590,910 6,490 584,420 1.1% 533,510 584,420 - 0.0% Started Waiting for State financing approval. M/SL East side N. State Street 868,707 876,703 29,003 847,700 3.3% 846,807 847,700 - 0.0% Started Waiting for State financing approval. M/SL Route 13 Water Main 1,058,700 1,091,797 102,152 989,645 9.4% 1,023,700 1,024,400 34,755 3.4% Started Waiting for State financing approval. R Water Quality Improvements FY09 $ 3,991,017 $ 3,716,914 $ 1,005,139 $ 2,711,775 27.0% $ 2,404,017 $ 2,788,420 $ 137,329 34.2% Started M/SL DE State University Pumping Station Repl. 386,400 386,400 33,504 352,896 8.7% 336,400 360,473 7,577 2.1% Started Preconstruction Meeting set. M/SL Fox Hall/Retreat Force Main Rerouting 133,100 139,245 38,009 101,236 27.3% 107,200 107,200 5,964 5.6% Started Preconstruction meeting set. M/SL Acorn Lane Pump Station Replace. 386,400 386,400 34,223 352,177 8.9% 336,400 359,823 7,646 2.1% Started Preconstruction meeting set. Totals - FY09 $ 4,896,917 $ 4,628,959 $ 1,110,875 $ 3,518,084 24.0% $ 3,184,017 $ 3,615,916 $ 158,516 4.4% FY2010 Vehicles & Equipment $ 55,600 $ 55,600 $ 48,648 $ 6,952 87.5% $ 55,600 $ 55,600 $ 48,648 87.5% Completed Vehicles and Equipment in service. M Water Quality - Walker Road 200,000 200,000 - 200,000 0.0% 200,000 200,000 - 0.0% Started In Design-survey only, in house design. R Wellhead Redevelopment Program 55,000 70,250 70,238 12 100.0% 55,000 70,250 70,238 100.0% Completed Done. Remote Control & Monitor Wells 55,000 55,000 23,104 31,896 42.0% 55,000 55,000 23,104 42.0% Started Radio in, installation next. R Misc. Distribution System Replacements 65,000 49,750 - 49,750 0.0% 65,000 49,750 - 0.0% Not Started Ongoing, as needed. R Inflow/Infiltration Removal - Phase II 1,800,000 1,800,000 - 1,800,000 0.0% 1,800,000 1,800,000 - 0.0% Started No bidders, relooking at spec's, have to rebid. R Scada Technology Equip Upgrade 79,300 79,300 51,389 27,911 64.8% 79,300 79,300 51,389 64.8% Started RTU's in, installation started. M Del. State Univ. Force Main Rerouting 137,700 137,700 - 137,700 0.0% 26,800 26,800 - 0.0% Started Design only, awarded to Braun Engineering. M Fox Hall Pump Station 427,900 427,900 - 427,900 0.0% 52,000 52,000 - 0.0% Started Design only, awarded to Braun Engineering. M Heatherfield Pumping Station Upgrade 220,400 220,400 - 220,400 0.0% 40,000 40,000 - 0.0% Started Design only, awarded to Braun Engineering. I Tar Ditch Interceptor Upgrade 518,230 518,230 - 518,230 0.0% 518,230 518,230 - 0.0% Started Design only, awarded to Braun Engineering. R Misc. Sewer System Improvements 33,000 33,000 - 33,000 0.0% 33,000 33,000 - 0.0% Not Started Ongoing, as needed. Department of Energy Grant 45,248 45,248 - 45,248 0.0% - 45,248 - 0.0% Started Grant approved, ordering will begin. Totals - FY10 $ 3,692,378 $ 3,692,378 $ 193,379 $ 3,498,999 5.2% $ 2,979,930 $ 3,025,178 $ 193,379 6.4% Grand Totals $ 16,291,495 $ 15,851,347 $ 2,017,572 $ 13,833,775 12.7% $ 9,565,427 $ 10,705,372 $ 421,287 3.9% Legend M = Multi-year project - a project with a specific schedule to occur over multiple years. R = Recurring project - a project that begins and ends each fiscal year and is rebudgeted to start over each fiscal year. SL = State Loan Project - construction phase is financed I = Impact Fee Financed Project

City of Dover Electric Improvement & Extension Fund - Major CIP Projects December, 2009 TOTAL PROJECT - PAST, CURRENT & FUTURE BUDGETS CURRENT FISCAL YEAR Original Latest Project Project % Current Revised Fiscal % Project Project To Date Budget Budget Fiscal Yr. Fiscal Yr. YTD Budget Type Description Budget Budget Expenses Balance Spent Budget Budget Expenses Spent Status Comments FY 2006 M/B 69 KV feeders 3 and 4 $ 11,060,000 $ 8,250,382 $ 8,509,840 $ (259,458) 103.1% $ - $ 94,459 $ 353,917 374.7% Done In service. Completed south of Wyoming. M/S Governor's Avenue Rebuild 1,268,450 2,068,260 453,246 1,615,014 21.9% - 1,629,658 14,644 0.9% Started Working north of Wyoming. Totals - FY06 $ 12,328,450 $ 10,318,642 $ 8,963,086 $ 1,355,556 86.9% $ - $ 1,724,117 $ 368,561 21.4% FY 2008 Unit 3 Turb Bearing Fire Protect Deluge Selecting vendor. $ 50,000 $ 50,000 $ - $ 50,000 0.0% $ - $ 50,000 $ - 0.0% Started M/B Horsepond Road Substation 1,020,000 1,039,000 1,029,397 9,603 99.1% - 9,603 - 0.0% Completed In service. McKee Run Unit 3 Pollution M/B Done Remediation & Fuel Testing 3,000,000 3,120,555 2,733,099 387,456 87.6% - 506,225 118,769 23.5% Completed M/B St. Jones Substation 5,376,068 6,151,195 5,952,326 198,869 96.8% - 275,009 76,140 27.7% Completed In service. Totals - FY08 $ 9,446,068 $ 10,360,750 $ 9,714,822 $ 645,928 93.8% $ - $ 840,837 $ 194,909 23.2% FY2009 Equipment ordered. Should be Danner Farm Transformer $ 45,000 $ 45,000 $ 25,304 $ 19,696 56.2% $ - $ 21,417 $ 1,721 8.0% Started done by March. Distribution Upgrades - Schoolview 100,000 175,000 173,134 1,866 98.9% - 16,398 14,532 88.6% Started On-going. McKee & VanSant Arc Flash 50,000 50,000 - 50,000 0.0% - 50,000 - 0.0% Started 90% Complete. Totals - FY09 $ 195,000 $ 270,000 $ 198,438 $ 71,562 155.2% $ - $ 87,815 $ 16,253 0.0% FY2010 Vehicles & Equipment $ 347,042 $ 347,042 $ 305,394 $ 41,648 88.0% $ 347,042 $ 452,765 305,394 67.5% Started Truck in service. B Vansant CT Mark IV Control (Replmnt) 700,000 700,000 28,299 671,701 4.0% 700,000 700,000 28,299 4.0% Started Project kick off meeting held. B Plant Driveway 240,000 240,000 - 240,000 0.0% 240,000 240,000 - 0.0% Not Started R Misc. Upgrades 51,000 51,000 2,671 48,329 5.2% 51,000 51,000 2,671 5.2% Started Ongoing, as needed. McKee Run Smoke/Heat Detection 55,000 55,000 - 55,000 0.0% 55,000 55,000 - 0.0% Started Bid Awarded. Work Mgmt. System Replacement 85,000 85,000 83 84,917 0.1% 85,000 85,000 83 0.1% Started Out to Bid. Unit 3 Remove Cyclone Separators 51,000 51,000 - 51,000 0.0% 51,000 51,000 - 0.0% Started Design and Permitting. Unit 2 Remove Cyclone Separators 36,000 36,000 - 36,000 0.0% 36,000 36,000 - 0.0% Started Design and Permitting. Unit 1 Remove Cyclone Separators 36,000 36,000 - 36,000 0.0% 36,000 36,000 - 0.0% Started Design and Permitting. Department of Energy Grant 135,152 135,152 - 135,152 0.0% - 135,152 - 0.0% Started Bidding. R UG Transformers 156,570 156,570 32,696 123,874 20.9% 156,570 156,570 32,696 20.9% Started Ongoing, as needed. R UG Conductors 457,780 457,780 124,359 333,421 27.2% 457,780 457,780 124,359 27.2% Started Ongoing, as needed. R Kent County Lighting Project 216,950 216,950 24,190 192,760 11.2% 216,950 216,950 24,190 11.2% Started Working in Fairfield. R Single & 3 Phase Meters 50,000 50,000 10,854 39,146 21.7% 50,000 50,000 10,854 21.7% Started Ongoing as needed. Total New Developments 881,300 881,300 192,099 689,201 21.8% 881,300 881,300 192,099 21.8% R Lighting Improvements & Rehab 50,000 50,000 37,561 12,439 75.1% 50,000 50,000 37,561 75.1% Started Finishing Govs aven. R Replacement of 69KV Breakers 183,000 183,000 155,642 27,358 85.1% 183,000 183,000 155,642 85.1% Started Breakers Received. R Replace SS Equipment (as required) 40,000 40,000 - 40,000 0.0% 40,000 40,000 - 0.0% Started Ongoing, as needed. R Distribution Capacitors 120,000 120,000 16,992 103,008 14.2% 120,000 120,000 16,992 14.2% Started Out to Bid. Under construction. May 15.1% M/B Mid City Substation 1,488,461 1,593,461 240,733 1,352,728 15.1% 1,593,461 1,593,461 240,733 Started completion planned. R PT & CT Replacement 260,880 260,880 - 260,880 0.0% 260,880 260,880 - 0.0% Started Going to Council. R Transmission & Switches 23,000 23,000 10,332 12,668 44.9% 23,000 23,000 10,332 44.9% Started Ongoing as needed. R Upgrade Trans., Distr. Lines 351,096 351,096 149,868 201,228 42.7% 351,096 351,096 149,868 42.7% Started Ongoing as needed. B Crossgates 396,904 396,904 260,062 136,842 65.5% 396,904 396,904 260,062 65.5% Started Line burial on going. B Buchanan Acres 406,000 406,000 271,375 134,625 66.8% 406,000 406,000 271,375 66.8% Started Line burial ongong. Total Distribution Upgrades 1,154,000 1,154,000 681,305 472,695 59.0% 1,154,000 1,154,000 681,305 59.0% In Kent Acres & S. of Dover. Totals - FY10 $ 5,936,835 $ 6,041,835 $ 1,671,111 $ 4,370,724 27.7% $ 5,906,683 $ 6,147,558 $ 1,671,111 27.2% Grand Totals $ 27,906,353 $ 26,991,227 $ 20,547,457 $ 6,443,770 76.1% $ 5,906,683 $ 8,800,327 $ 2,250,834 25.6% Legend M = Multi-year project - a project with a specific schedule to occur over multiple years. R = Recurring project - a project that begins and ends each fiscal year and is rebudgeted to start over each fiscal year. B = Bonded Project S = State fully or partially reimbursed project

DOVER HUMAN RELATIONS COMMISSION ANNUAL REPORT OF ACTIVITIES February 2009-February 2010 The Dover Human Relations Commission (DHRC) had a very busy and productive year from February 2009 through January 2010. This report details the activities and achievements of the DHRC over the latter period. The DHRC continued its advocacy role by revisiting the Slavery Apology Resolution, which was originally passed unanimously by the Commission in April 2007. Thanks to the initiative of Commissioner Mark Monroe, the DHRC undertook an extensive study of similar resolutions passed by the U.S. Congress and by at least six states throughout America. As a result of this study, and with the renewed interest in the topic by members of the Commission and citizens alike, the DHRC held public forums in November 2009 and January 2010, both of which garnered overwhelming support for the resolution. After revising the original Slavery Apology Resolution, the DHRC passed the resolution unanimously for the second time in less than three years. The resolution was forwarded to Dover City Council for action. While the latter issue resulted in strong support among members of the Dover community, the Gay Marriage Resolution did not. This resolution was initiated by Chairman Dr. Sam Hoff at the request of persons living and working in Dover. After a very well attended community forum on the topic, it was apparent that a vast majority of citizens opposed granting full marriage rights to gay men and women. The Commission subsequently rejected the latter resolution. However, the DHRC’s attention to the issue may have influenced the direction of General Assembly passage of anti-discrimination legislation designed to prevent bias in the public sector within the State of Delaware. The DHRC continued its commitment to assisting the homeless population within the City of Dover. In March 2009, two members of the Commission shared dinner with homeless men at one of the shelters established by the Interfaith Task Force, itself an outgrowth of the DHRC. The Commission followed immediately with a meeting at the shelter, where problems and challenges confronting the homeless were expressed. Subsequently, the Interfaith Task Force was able to acquire a separate building for use by homeless men together with other resources which will help to alleviate this recurrent problem.

DHRC ANNUAL REPORT FOR 2009 Page 2 During 2009, the DHRC began a review of its mission and bylaws. The purpose was to make sure that all members of the Commission understood and agreed with the objectives of the group. Further, because a comprehensive review of the bylaws had not taken place since 2004, it was deemed necessary to by Commissioners update the rules. This process will continue during 2010. At the request of DHRC member Brian Lewis, the Commission passed a motion requesting the Dover City Council to change its charter to permit sitting Commissioners to remain on the DHRC if they decide to pursue elective office. In unanimously endorsing the latter motion, the Commission understood that while it has a quasi-judicial function with the intake process, the DHRC should not be singled out for such treatment. Further, the case was made that the run-and-resign rule had already led to the removal of two Commissioners, thereby negatively affecting the membership stability of the DHRC. Despite a compromise offered by Chairman Hoff—which would require a DHRC member to suspend membership during a campaign for elective office but rejoin the group after the election—the Dover City Council rejected the motion by a 7-2 vote. The Commission was indebted to DHRC member Ellen Wasfi, who led a five-week Study Circle training session for Commissioners on the topic of race. These meetings, which were held at Dover Police Headquarters and Kent General Hospital among other venues, encouraged DHRC members to explore their views and emotions on the topics of bias, prejudice, and racism. The Commission was aided in its training by Dr. Donald Blakey, a Delaware State University professor and member of the State House of Representatives. In January 2010, Chairman Dr. Sam Hoff traveled to Newark, Delaware at the request of the City Council there in order to outline the steps necessary for establishing a local Human Relations Commission. The presentation featured a review of how the DHRC was created and evolved. At present, the DHRC has five active committees, which are listed below with the chairs of each: --Intake Screening: Gregory Bunkley, Chair --Community Programs: Roy Sudler, Jr., Chair --School Programs: Ellen Wasfi, Chair --Assessment: Dr. Phyllis Edamatsu, Chair --Election Committee: Mark Monroe, Chair

DHRC ANNUAL REPORT FOR 2009 Page 3 Other members of the Commission, all of whom have taken an active part in meetings and activities of the group, are Catherine Gregory, Dawn Allen-Pyne, Paul Fleming, Ivan Finney. As of the end of January 2010, the Commission had five vacancies. DHRC members Brian Lewis and Katrina Brumble stepped down at the end of their regular term. Three other members who served on the Commission for most or all of 2009—Nauleen Perry, Dr. Saundra Sutton, and Anlee Baccio-Walker—resigned as well. The Commission will work with the Mayor and City Council President to ensure that these openings are filled so that the DHRC may fully represent the citizens of Dover in 2010 and beyond. >Composed and submitted by Dr. Sam Hoff, DHRC Chair, on February 15, 2010.

ACTION FORM PROCEEDING: City Council AGENDA ITEM NO.: DEPARTMENT OF ORIGIN: Public Utilities – Electric Eng. DATE SUBMITTED: 1-29-2010 PREPARED BY: Ronald H. Lunt, Public Utilities Director SUBJECT: Evaluation of Proposals – Substation PT & CT Replacement REFERENCE: N/A RELATED PROJECT: N/A APPROVALS: City Manager, Controller EXHIBITS: Evaluation Summary EXPENDITURE REQUIRED: $196,345.80 AMOUNT BUDGETED: $260,880 FUNDING SOURCE (Substation PT & CT Replacement): Page 211 in Public Utilities – Electric Engineering, Substation PT & CT Replacement Project, Account 487-8300-563-70-27, Project # EE1006. TIMETABLE: Contract to be awarded upon Council approval. RECOMMENDED ACTION: Staff recommends awarding the proposals to HD Supply for the total amount of $196,345.80 as outlined in the table below. BACKGROUND AND ANALYSIS This project will be replacing aging metering/system protection equipment in the older substations. The equipment to be replaced includes the Potential Transformers (PT’s) which measures the line voltage and reduces it to a voltage level the relays can interpret and the Current Transformers (CT’s) which reduces the current to a level that can safely be measured by the relays and meters; all of which provide electric system protection. Additionally, the lightning arrestors will be replaced which protects the equipment during lightning strikes. All of the existing components have exceeded their useful life and are subject to failure, which could be catastrophic. A Request for proposals (RFP 10‐0027DPU) was sent out and advertised according to the Purchasing policy by the City’s Purchasing Agent. We received proposals from three vendors; one vendor included five different options and manufactures to choose from. Since this was a Request for Proposal staff evaluated the seven submissions based on the price, reputation of the product, compliance with specifications and delivery. A point system analysis was performed by three staff members from the Engineering Division to adequately and impartially evaluate the proposals; with the goal of providing the best product and to serve the interest of the City of Dover. We have attached a summary of the evaluations for each item. It should be noted that not all recommended purchases are to the low bidder as the bid award is based on the evaluations. The following is a summary of the staff recommendation: Vendor Unit $ Quantity Total $ Eval. Score 69 KV PT HD Supply/Ritz $4,526.32 30 $135,789.60 117 69 KV CT HD Supply/Ritz $4,210.53 8 $33,684.24 117 15 KV PT HD Supply/GE $636.00 7 $4,452.00 112 15 KV CT HD Supply/GE $726.00 3 $2,178.00 112 54 KV Lightning Arrestor HD Supply/Siemens $573.68 30 $17,210.40 103 9 KV lightning Arrestor HD Supply/Siemens $168.42 18 $3,031.56 110 Total Bid Award Value $196,345.80

Recommended Proposal WESCO TRENCH HD / GE HD / RITZ HD / COOPER HD / ITEC HD / SIEMENS Unit $ Quantity Total $ Eval. Score Unit $ Quantity Total $ Eval. Score Unit $ Quantity Total $ Eval. Score Unit $ Quantity Total $ Eval. Score Unit $ Quantity Total $ Eval. Score Unit $ Quantity Total $ Eval. Score Unit $ Quantity Total $ Eval. Score 69 KV PT $4,558.00 30 136,740.00 97 $5,175.00 30 $155,250.00 81 $8,369.00 30 $251,070.00 85 $4,526.32 30 $135,789.60 117 $4,186.58 30 $125,597.40 90 69 KV CT $5,469.00 8 43,752.00 101 $5,750.00 8 $46,000.00 83 $6,549.00 8 $52,392.00 103 $4,210.53 8 $33,684.24 117 $4,691.58 8 $37,532.64 90 15 KV PT $842.00 7 5,894.00 100 $636.00 7 $4,452.00 112 $700.00 7 $4,900.00 111 15 KV CT $802.00 3 2,406.00 102 $726.00 3 $2,178.00 112 $773.68 3 $2,321.04 111 54 KV Lightning Arrestor $405.00 30 $12,150.00 58 $531.00 30 $15,930.00 66 $542.98 30 $16,289.40 67 $573.68 30 $17,210.40 103 9 KV lightning Arrestor $176.00 18 3,168.00 110 $261.00 18 $4,698.00 106 $194.18 18 $3,495.24 102 $168.42 18 $3,031.56 110 Total of all yellow highlighted cells: $196,345.80

ACTION FORM PROCEEDING: Council DEPARTMENT OF ORIGIN: Parks, Recreation & Library DATE SUBMITTED: February 1, 2010 PREPARED BY: Zachery Carter SUBJECT: Construction Documents – Dover Public Anchor Library REFERENCE: N/A RELATED PROJECT: Design Development Phase Dover Public Anchor Library REVIEWED BY: City Manager and Controller EXHIBITS: N/A EXPENDITURE REQUIRED: $955,275 AMOUNT BUDGETED: $8,912,433 FUNDING SOURCE (Dept./Page in CIP & Budget): Library Reserve & State Grant Parks, Recreation & Library CIP page 161 TIMETABLE: Construction Document Phase begins March 2010 and completed by November 2010. RECOMMENDED ACTION: Award the Professional Services contract Construction Document Phase for the Dover Public Anchor Library to Holzman Moss Bottino Architecture firm for the amount of $955,275. This amount covers the total expenses and estimated 10 percent project reimbursable expenses. BACKGROUND AND ANALYSIS The architectural firms of Holzman Moss Bottino (HMBA) completed the Dover Public Anchor Library Design Development Phase in January 2010. With the completion of the Design Development Phase, the Library steering committee is ready to start the next step for the library project. This is the Construction Development Phase which will include furthering the design development documents into the final construction documents. This phase will continue the development and coordination of the full-set of documents including architectural, structural, civil, landscape, mechanical, electrical plumbing and fire protection engineering documents. The Construction Document is third and final phase of the design process and is a continuation of the work that HMBA completed with the Design Development. Holzman Moss Bottino has done an outstanding job with the building progress, Schematic Design and Design Development. We recommend to City Council that the proposal for the Professional Services Contract for the Construction Document Phase for the Dover Public Anchor Library to HMBA for the total (including reimbursables) sum of $955,275 be accepted and authorization granted to the City Manager to enter into the contractual agreement.

ACTION FORM U U PROCEEDING: Utility Committee AGENDA ITEM: DEPARTMENT OF ORIGIN: Public Utilities DATE SUBMITTED: 1/28/10 PREPARED BY: Ron Lunt, Public Utilities Director SUBJECT: Retail Customer Demand Response Tariff REFERENCE: N/A RELATED PROJECT: N/A APPROVALS: City Manager, Controller EXHIBITS: Tariff 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 Retail Customer Demand Response Tariff and recognize this as a standard City of Dover Electric Tariff. BACKGROUND AND ANALYSIS The Federal Energy Regulatory Commission issued Order No. 719 which attempts in part to remove barriers to demand response programs operated by Regional Transmission Organizations such as PJM Interconnection, LLC (PJM). Of specific interest to the City of Dover is a requirement that utilities that sell less than four million MWh’s must have the relevant electric retail regulatory authority (City Council) approve the participation of their retail customers in the program. To document and prove that the City of Dover approves participation in this program staff has created a tariff to allow this action. The tenets of the PJM operated Demand Response Program (DSP) are to compensate customers that reduce their consumption during periods of tight energy supply or high usage. The reduction of load also ensures electric grid reliability and helps alleviate costs associated with new generation plants and transmission upgrades. Both of which are a concern on the Delmarva Peninsula. In calendar year 2009, approximately five customers participated in the DSP through various Curtailment Service Providers’ (CSP) that are registered with PJM. These customers have been removed from the program by PJM until such time as Dover approves their participation. The City of Dover does not provide the CSP services; however, the retail customers may choose from a list of registered CSP’s from the PJM website. The proposed tariff has been reviewed by the City of Dover attorney, Kirk Betts, Betts and Holt, and he approves this tariff in its final form.

RETAIL CUSTOMER DEMAND RESPONSE AVAILABILITY The Dover Electric Utility (“Dover”) or its authorized designee is the sole entity permitted to bid demand response directly into the PJM Interconnection, L.L.C. (“PJM”) (“DR Program”) on behalf of retail customers served by Dover. Customers served by Dover that intend to bid their DR into PJM prior to that date may do so, provided that such participation conforms to the terms and conditions in this tariff. No Customer may participate in a DR program of any other entity unless such entity is a licensed Third Party Demand Response Provider (“DR Provider”). Dover or its authorized designee may allow a Customer to bid DR into PJM’s ancillary services market for energy imbalance, spinning reserves, supplemental reserves, reactive power and voltage control, or regulation and frequency response ancillary services, subject to the same terms and conditions. . DR programs may reduce electric service costs for the Customer, provide enhanced usage data, reduce emissions from electric generation, and provide demand flexibility. CONTENTS OF APPLICATION Customer shall submit to Dover a written request to participate that includes the following: 1) Copy of DR Provider license or certification and a contract between the DR Provider and Customer; 2) Name of the DR program and evidence of regulatory approval; 3) Metering requirements for participation; and 4) The DR contract must include the following provision: “This contract shall terminate without penalty on no less than one year’s written notice from Dover to the Customer stating that Dover or its authorized designee will assume DR Program management.” Dover’s approval of the application shall be granted within fourteen (14) days. EFFECT OF APPLICATION AND PARTICIPATION IN DR PROGRAM Dover’s receipt and review of any documentation submitted by a Customer shall not constitute approval of such DR Provider or a guarantee of performance or payment by a DR Provider, nor shall Dover be liable for ANY damages sustained by the Customer. RIGHT TO TERMINATE PARTICIPATION IN DR PROGRAM Dover reserves the right to disapprove a request to participate in a DR program or to terminate participation by a Customer when, in Dover’s sole discretion, Dover determines that participation by the Customer will be detrimental to another customer or to the City of Dover. SPECIAL METERING REQUIREMENTS If Customer requires special metering equipment or devices to participate in the DR program, Customer shall provide the specifications for such equipment or devices in writing to the Dover Electric Department at the time of application or promptly thereafter. Within fourteen (14) days thereafter, Dover will provide the Customer with an estimate of the cost of the special metering equipment or devices and an estimate of the cost of providing special meter reading data. The cost of any special metering equipment or device shall be the responsibility of the Customer and shall be paid prior to the scheduled installation date. All costs for data or special readings shall be billed to Customer monthly.

1 2 3 LETTER IN OPPOSITION OF HOUSE BILL #194 4 5 6 February XX, 2010 7 8 9 Name 10 Address 11 City 12 13 14 Dear Legislator, 15 16 I am writing to express strong opposition to the addition of new gambling venues in the state of Delaware, as 17 proposed by House Bill #194. As a concerned voter, businessperson, and civic leader in The Greater Dover 18 Committee, I urge you to reject the proposal, as it would be detrimental not only to Kent County, but to Delaware as 19 a whole. 20 21 Expanding the number of Delaware gaming venues would negatively impact employees at all three racinos in our 22 state and only serve to cut the same size pie into smaller pieces. In essence, it would dilute an already watered-down 23 revenue stream for the state, while harming the long-term viability of the existing racinos and the establishments that 24 rely on them. The overall quality of life in Harrington and the greater Dover community would surely suffer as a 25 result of Bill #194. 26 27 Most alarmingly, the legislation could lead to a catastrophic collapse of Harrington Raceway and Casino, the city’s 28 biggest employer and one of the largest organizations in Kent County. The addition of new venues would only 29 exacerbate the financial difficulties Harrington Raceway and other local businesses currently face; potentially 30 forcing them to close shop, trim operations or move elsewhere. Passing HB #194 could also lead to the reduction of 31 contributions by the Mid-Del Charitable Foundation, which supports many important Delaware organizations and 32 activities, and have an impact on the Delaware State Fair, which attracted 282,000 attendees in 2009. 33 34 As a member of the Greater Dover Committee, I passionately oppose HB #194. Our Committee is a non- 35 profit membership organization created by CEO and top business executives in the greater Dover area to 36 identify emerging community issues and to take on projects that will improve the quality of life for the 37 residents of greater Dover. With that said, our organization feels obligated to take a strong and informed 38 stand against this measure. 39 40 The addition of new gambling venues would not just impact the Harrington and Dover area businesses negatively, 41 however. The entire state of Delaware would suffer as a result of this proposed Bill. These new gaming facilities 42 represent a short-sighted stop gap measure and do not provide the long-term strategy required to solve Delaware’s 43 budgetary issues. With more gaming facilities, the market as we know it will become oversaturated and lead to 44 diminished returns for everyone involved. This Bill stands to benefit no one. 45 46 The Business leaders of Dover, your constituents, do not support this bill. Thank you for your time and careful 47 consideration of these issues. 48 49 Respectfully, Respectfully, 50 51 52 53 Carleton E. Carey, Sr. Beverly C. Williams 54 Mayor Council President 55 56 57

PETITION TO AMEND AND ZONING DISTRICT First Reading before the Dover City Council February 22, 2009 Applicants/Owners: TLFD Management, LLC Location: White Oak Road Tax Parcel ID #: ED-05-068.00-01-18.00-000 Size: 12.78+/- acres Present Use: Vacant Proposed Use: Residential Comprehensive Plan Designation: Residential Low Density Present Zoning: R-20 (One Family Residence Zone) Proposed Zoning: R-8 (One Family Residence Zone) Reason for Request: To construct single family residential dwellings File Number: Z-10-01

City of Dover Application No.: Z-10-01 Department of Planning & Inspections IPM R-8 IPM-2 Site R-20 RM-2 A Plan Title: Lands of JNK, LLC Location: White Oak Road Legend Plan Type: Rezoning Dover Boundary Tax Parcel: ED-05-068.00-01-18.00-000 Zoning: R-20 current, R-8 proposed Dover Parcels Owner: TLFD Management, LLC Zoning Date: 2-17-10 SWPOZ Tier 2 0 250 500 1,000 Feet «

FIRST READING CITY OF DOVER PROPOSED ORDINANCE #2010-04 1 AN ORDINANCE AMENDING THE ZONING ORDINANCE AND ZONING MAP OF THE 2 CITY OF DOVER BY CHANGING THE ZONING DESIGNATION OF PROPERTY LOCATED 3 ON THE SOUTH SIDE OF WHITE OAK ROAD, SOUTH OF MOURNING DOVE LANE 4 (LC05-068.00-01-18.00-000). 5 WHEREAS, the City of Dover has enacted a zoning ordinance regulating the use of property within 6 the limits of the City of Dover; and 7 WHEREAS, it is deemed in the best interest of zoning and planning to change the permitted use of 8 property described below from R-20 (One Family Residence Zone) and SWPOZ (Source Water 9 Protection Overlay Zone) to R-8 (One Family Residence Zone) and SWPOZ (Source Water 10 Protection Overlay Zone). 11 NOW, THEREFORE, BE IT ORDAINED BY THE MAYOR AND COUNCIL OF THE CITY OF 12 DOVER, IN COUNCIL MET: 13 1. That from and after the passage and approval of this ordinance the Zoning Map and Zoning 14 Ordinance of the City of Dover have been amended by changing the zoning designation from 15 R-20 (One Family Residence Zone) and SWPOZ (Source Water Protection Overlay Zone) 16 to R-8 (One Family Residence Zone) and SWPOZ (Source Water Protection Overlay Zone) 17 on that property located on the south side of White Oak Road, south of Mourning Dove Lane +/ 18 (LC05-068.00-01-18.00-000) consisting of 12.78 acres, owned by TLFD Management, LLC. 19 20 ADOPTED: * 21 S:\ClerksOffice\Rezonings\2010\White Oak Road - South Side\Ordinance-White Oak Road-South Side-1st Rdg.wpd 22

FIRST READING CITY OF DOVER PROPOSED ORDINANCE #2010-05 WITH AMENDMENT NO. 1 1 BE IT ORDAINED BY THE MAYOR AND COUNCIL OF THE CITY OF DOVER, IN 2 COUNCIL MET: 3 That Chapter 2 - Administration, Article VI - Other Post-Employment Benefits Fund, be amended by 4 inserting a new Section 2-505 - Medicare Part B Premium Reimbursements, as follows: 5 Sec. 2-505. Medicare Part B Premium Reimbursements 6 On July 27, 2009, Counci1 approved the recommendation of the Legislative, Finance, and 7 Administration Committee's recommendation not to provide for Medicare Part B premium 8 reimbursement for all non-bargaining employees which applied only to new hires after July 27, 2009. 9 The City currently provides Medicare Part B premium reimbursement for all other non-bargaining 10 employees and the Legislative, Finance, and Administration Committee recommends that this practice 11 be continued provided that it is clearly stated and understood that the decision of Council, if approved 12 by Council, is not vested and can be changed or eliminated at any time can be reevaluated annually 13 for changes or elimination. 14 The City of Dover shall continue to provide Medicare Part B premium reimbursements for all 15 non-bargaining employees other than those new hires after July 27, 2009, as it has done in the past, 16 provided that this is not to be considered a vested right and can be changed or eliminated by Council 17 at any time by ordinance,with a public hearing, or resolution and with a 90-day written notice to those 18 employees who are currently receiving or who are eligible for Medicare Part B Reimbursement, 19 enacted to that effect and, further, that as required by the Charter, Section 3, the fund for payment of the 20 costs of such premium reimbursement shall be continued as in the past. 21 SYNOPSIS 22 The City in the past has provided to all non-bargaining employees Medicare Part B 23 premium reimbursement. On July 27, 2009, Council adopted an ordinance that 24 terminated such premium reimbursement for non-bargaining employees hired on or after 25 July 27, 2009. The effect of this ordinance is to reaffirm the position of the City to 26 continue to provide Medicare Part B premium reimbursement for all non-bargaining 27 employees hired previous to July 27, 2009, with the complete and absolute 28 understanding that this decision of Council does not convey or establish any vested right 29 to non-bargaining employees to receive this premium reimbursement in the future and 30 that such decision of premium reimbursement may be changed or eliminated by Council 31 at any time. 32 ADOPTED: * 33 S:\ClerksOffice\PACKETS\2010\Council\02-08-2010\Ordinance 2010-05 with Amend No. 1.wpd 34 Actions History 35 January 25, 2010 - Legislative, Finance, and Administration Committee

36 SUBPART A - CHARTER, ARTICLE I - POWERS OF THE CITY, SECTION 3 - EMPLOYEE 37 PENSION, BENEFIT AND RETIREMENT SYSTEMS AUTHORIZED 38 (Provided for Reference Only) 39 Sec. 3. Employee pension, benefit and retirement systems authorized. 40 The City of Dover is hereby authorized, empowered and permitted to establish a system of pensions or 41 benefits through group insurance or otherwise as may be found proper and necessary, providing for life, 42 accident, health, hospitalization and death benefits, or any or either of them, for the regular employees 43 of the said "City of Dover." The said "City of Dover" is hereby authorized, empowered and permitted 44 to enter into an agreement or agreements with one or more insurance companies to provide a group 45 insurance plan or plans, as may be required or proper to carry out such system of pensions or benefits. 46 The election to exercise such authority on the part of the city shall be evidenced by an ordinance or 47 resolution duly adopted by the council of the City of Dover as other ordinances or resolutions are 48 adopted, and the same shall be recorded in the official minutes of the said council. Such ordinance or 49 resolution shall provide for and establish a fund for the payment of the costs of such pension system or 50 benefits by making appropriations out of the treasury of the said "City of Dover," or by requiring 51 contributions payable from time to time by the employees included in such plan or plans, or by a 52 combination of both, or by any other method not prohibited by law. The participation in any plan 53 adopted shall be deemed to be mandatory by the City of Dover and made a condition of employment 54 and continuing employment. 55 The city council shall have power to enact ordinances for a pension or retirement system for the police 56 of the City of Dover, and to set aside a special fund for that purpose which fund shall be administered 57 in accordance with ordinances made and provided in that behalf and the laws of the State of Delaware. 58 Notwithstanding any statute to the contrary, the City of Dover shall have the power by ordinance to 59 impose and collect a tax, to be paid by the transferor or transferee as determined by council, upon the 60 transfer of real property within the city not to exceed one and one-half percent or as amended by state 61 law of the value of the real property as represented by the document transferring the property. The 62 provisions of Section 5401 and Section 5403 of Chapter 54, Title 30 of the Delaware Code (30 Del. C. 63 §§ 5401, 5403) shall apply with respect to any realty transfer tax imposed by the City of Dover pursuant 64 to the authority granted herein. The council of the City of Dover may adopt an ordinance or ordinances 65 to provide for the effective administration and regulation of any tax adopted pursuant to the authority 66 conferred herein. If the taxing power and authority granted herein shall be exercised by way of a stamp 67 affixed to a document, the recorder of deeds in and for Kent County shall not receive for record 68 documents subject to said tax unless stamps provided by the City of Dover are affixed thereto showing 69 payment of the tax. 70 (Amd. of 7-12-2005 (S.B. 126); Amd. of 7-8-2009 (S.B. 165, § 4))

FINAL READING CITY OF DOVER PROPOSED ORDINANCE #2010-03 1 BE IT ORDAINED BY THE MAYOR AND COUNCIL OF THE CITY OF DOVER, IN COUNCIL MET: 2 The amounts hereinafter named in various City funds are changed from the currently approved 3 revenues/receipts and appropriations to the revised revenues/receipts and revised appropriations for use 4 by the various departments of the Municipal Government for: 5 2009 - 2010 BUDGET ORDINANCES 6 GENERAL FUND 7 CASH RECEIPTS AND EXPENDITURES FOR 2009 - 2010 8 Info Only Revised 9 2009/10 2009/10 10 CASH RECEIPTS ESTIMATES BUDGET BUDGET 11 PRIOR YEAR BALANCE 2,816,763 3,628,890 12 FINES AND POLICE REVENUE 620,000 620,000 13 911 FEE 45,000 45,000 14 INVESTMENT INCOME 253,000 253,000 15 LIBRARY REVENUES 66,508 66,508 16 KENT COUNTY BOOK REIMBURSEMENT 460,000 460,000 17 BUSINESS LICENSES 1,430,000 1,430,000 18 PERMITS AND OTHER LICENSES 904,000 904,000 19 MISCELLANEOUS CHARGES 54,250 54,250 20 POLICE EXTRA DUTY 300,000 300,000 21 PROPERTY TAXES 10,185,246 10,185,246 22 BID REVENUE 52,692 52,692 23 RECREATION REVENUE 141,500 141,500 24 FRANCHISE FEE 486,000 486,000 25 TRASH FEES 1,260,000 1,260,000 26 DSWA TRASH FEE REBATE 160,000 160,000 27 RENT REVENUE - GARRISON FARM 41,535 41,535 28 COURT OF CHANCERY FEES 745,000 745,000 29 INTRAFUND SERVICE RECEIPTS W/WW 991,830 991,830 30 INTRAFUND SERVICE RECEIPTS ELECTRIC 3,483,884 3,483,884 31 GRANTS: 32 POLICE RELATED 40,000 40,000 33 POLICE PENSION GRANTS 620,000 620,000 34 CAPITAL SCHOOL DISTRICT REVENUE 74,000 74,000 35 TRANSFERS FROM: 36 TRANSFER TAX 1,400,000 1,400,000 37 MUNICIPAL STREET AID 775,200 - 38 CIVIL TRAFFIC PENALTIES 700,000 700,000 39 WATER/WASTEWATER 548,020 548,020 40 ELECTRIC 6,758,100 6,758,100 41 TOTALS 35,412,528 35,449,455

Page 2 of 16 FINAL READING 42 2009 - 2010 BUDGET ORDINANCES 43 GENERAL FUND - CONTINUED 44 Info Only Revised 45 EXPENDITURE SUMMARY 2009/10 2009/10 46 BUDGET BUDGET 47 DEPARTMENT EXPENSES: 48 CITY CLERK 290,580 290,580 49 COUNCIL 112,684 112,684 50 TAX ASSESSOR 572,526 572,526 51 FIRE 750,445 750,445 52 GROUNDS MAINTENANCE 1,119,611 1,119,611 53 LIBRARY 1,148,716 1,148,716 54 RECREATION 757,467 757,467 55 LIFE SAFETY 422,029 422,029 56 CODE INFORCEMENT 378,092 378,092 57 PLANNING 409,335 409,335 58 INSPECTIONS 517,316 517,316 59 ECONOMIC DEVELOPMENT 243,854 243,854 60 POLICE 11,739,470 11,769,685 61 POLICE EXTRA DUTY 449,516 449,516 62 STREETS 857,422 857,422 63 SANITATION 2,200,285 2,200,285 64 CITY MANAGER 553,130 553,130 65 INFORMATION TECHNOLOGY 883,075 883,075 66 FINANCE 781,791 781,791 67 PUBLIC SERVICES - ADMINISTRATION 355,159 355,159 68 FACILITIES MANAGEMENT 1,042,498 1,042,498 69 CENTRAL SERVICES 778,095 778,095 70 FLEET MAINTENANCE 699,676 699,676 71 CUSTOMER SERVICES 893,054 893,054 72 HUMAN RESOURCES 451,960 455,960 73 MAYOR 69,899 69,899 74 OTHER EXPENDITURES: 75 DEBT SERVICE 328,410 328,410 76 INSURANCE 600,000 600,000 77 RETIREES HEALTH CARE 1,014,820 1,014,820 78 UNCOLLECTIBLES - TRASH AND OTHER 10,000 10,000 79 STREET LIGHTS 985,000 985,000 80 TRANSFER TO CAPITAL PROJECT FUND 344,802 344,802 81 TRANSFER TO PENSION TRUST 620,000 620,000 82 TRANSFER TO CDBG FUND 11,000 11,000 83 CURRENT YEAR BALANCE 3,020,811 3,023,523 84 TOTALS 35,412,528 35,449,455

Page 3 of 16 FINAL READING 85 2009 - 2010 BUDGET ORDINANCES 86 GENERAL CONTINGENCY FUND 87 CASH RECEIPTS AND EXPENDITURES FOR 2009 - 2010 88 Info Only Revised 89 2009/10 2009/10 90 CASH RECEIPTS ESTIMATES BUDGET BUDGET 91 BEGINNING BALANCE 645,254 744,871 92 TOTALS 645,254 744,871 93 EXPENDITURE ESTIMATES 94 CARRY FORWARD TO NEXT YEAR 645,254 744,871 95 TOTALS 645,254 744,871 96 2009 - 2010 BUDGET ORDINANCES 97 GOVERNMENTAL CAPITAL PROJECTS FUND 98 CASH RECEIPTS AND EXPENDITURES FOR 2009 - 2010 99 Info Only Revised 100 2009/10 2009/10 101 CASH RECEIPTS ESTIMATES BUDGET BUDGET 102 BEGINNING BALANCE 375,408 462,693 103 STATE GRANTS 4,000,000 4,180,234 104 INTEREST EARNINGS 2,700 2,700 105 BOND PROCEEDS 1,912,433 1,912,433 106 TRANSFER FROM GENERAL FUND 344,802 344,802 107 TRANSFER FROM LIBRARY RESERVE 3,000,000 3,180,235 108 TOTALS 9,635,343 10,083,097 109 EXPENDITURE SUMMARY 110 FIRE 292,210 292,210 111 LIBRARY 8,912,433 9,272,902 112 RECREATION - 70,000 113 POLICE 73,700 94,706 114 STREETS 350,000 350,000 115 INFORMATION TECHNOLOGY 7,000 7,000 116 CURRENT YEAR BALANCE - (3,721) 117 TOTALS 9,635,343 10,083,097

Page 4 of 16 FINAL READING 118 2009 - 2010 BUDGET ORDINANCES 119 GENERAL CAPITAL ASSET REPLACEMENT RESERVE 120 CASH RECEIPTS AND EXPENDITURES FOR 2009 - 2010 121 Info Only Revised 122 2009/10 2009/10 123 CASH RECEIPTS ESTIMATES BUDGET BUDGET 124 BEGINNING BALANCE 235,074 327,369 125 INTEREST EARNINGS 7,000 7,000 126 TOTALS 242,074 334,369 127 EXPENDITURE ESTIMATES 128 CARRY FORWARD TO NEXT YEAR 242,074 334,369 129 TOTALS 242,074 334,369 130 2009 - 2010 BUDGET ORDINANCES 131 WATER/WASTEWATER FUND 132 REVENUES AND EXPENSES FOR 2009 - 2010 133 Info Only Revised 134 2009/10 2009/10 135 REVENUE ESTIMATES BUDGET BUDGET 136 PRIOR YEAR BALANCE - WATER 662,079 659,584 137 PRIOR YEAR BALANCE - WASTEWATER 307,112 327,614 138 PRIOR YEAR BALANCE - KCSA 100,194 (397,473) 139 WATER FEES 4,499,000 4,499,000 140 WASTEWATER FEES 3,045,560 3,045,560 141 WASTEWATER ADJUSTMENT FEES 3,435,390 3,435,390 142 WATER TANK SPACE LEASING 293,669 293,669 143 SEWER IMPACT FEES 475,000 475,000 144 WATER IMPACT FEES 280,000 280,000 145 INTEREST EARNINGS - WATER 35,370 35,370 146 INTEREST EARNINGS - WASTEWATER 43,230 43,230 147 MISCELLANEOUS SERVICE FEE 71,000 71,000 148 TOTALS 13,247,604 12,767,944

Page 5 of 16 FINAL READING 149 2009 - 2010 BUDGET ORDINANCES 150 WATER/WASTEWATER FUND - CONTINUED 151 Info Only Revised 152 EXPENSE SUMMARY 2009/10 2009/10 153 BUDGET BUDGET 154 DIRECT EXPENSES: 155 ENGINEERING & INSPECTION 697,783 697,783 156 WATER CONSTRUCTION 410,338 410,338 157 WATER DEPARTMENT 458,333 458,333 158 WATER TREATMENT PLANT 1,517,663 1,517,663 159 WASTEWATER DEPARTMENT 988,455 988,455 160 METER READING 72,533 72,533 161 KENT COUNTY TREATMENT CHARGE 3,435,430 3,435,430 162 DIRECT EXPENDITURE SUBTOTALS 7,580,535 7,580,535 163 OTHER EXPENSES: 164 DEBT SERVICE - WATER 468,013 468,013 165 DEBT SERVICE - WASTEWATER 364,938 364,938 166 RETIREES HEALTH CARE 134,680 134,680 167 INTRAFUND SERVICE FEES 1,262,456 1,262,456 168 TRANSFER TO: 169 GENERAL FUND FROM WATER 231,459 231,459 170 GENERAL FUND FROM WASTEWATER 316,561 316,561 171 WATER IMP AND EXT 500,000 500,000 172 WASTEWATER IMP AND EXT 200,000 200,000 173 SEWER IMPACT FEE RESERVE 110,062 110,062 174 CURRENT YEAR BALANCE WATER 1,136,086 1,133,591 175 CURRENT YEAR BALANCE WASTEWATER 842,660 863,162 176 CURRENT YEAR BALANCE KCSA 100,154 (397,513) 177 OTHER EXPENSES SUBTOTALS 3,588,169 3,588,169 178 TOTALS 13,247,604 12,767,944

Page 6 of 16 FINAL READING 179 2009 - 2010 BUDGET ORDINANCES 180 WATER/WASTEWATER CONTINGENCY RESERVE 181 SOURCES AND USES OF FUNDS 2009 - 2010 182 Info Only Revised 183 2009/10 2009/10 184 SOURCE OF FUNDS BUDGET BUDGET 185 PRIOR YEAR BALANCE - WATER 118,292 118,780 186 PRIOR YEAR BALANCE - WASTEWATER 132,279 132,821 187 INTEREST EARNINGS 8,770 8,770 188 TOTALS 259,341 260,371 189 USE OF FUNDS 190 CURRENT YEAR BALANCE - WATER 122,431 122,919 191 CURRENT YEAR BALANCE - WASTEWATER 136,910 137,452 192 TOTALS 259,341 260,371 193 2009 - 2010 BUDGET ORDINANCES 194 WATER/WASTEWATER IMPROVEMENT & EXTENSION FUND 195 REVENUES AND EXPENSES FOR 2009 - 2010 196 Info Only Revised 197 2009/10 2009/10 198 REVENUE ESTIMATES BUDGET BUDGET 199 PRIOR YEAR BALANCE - WATER 431,400 1,631,844 200 PRIOR YEAR BALANCE - WASTEWATER 219,375 625,152 201 TRANS FR WATER OPERATING FUND 500,000 500,000 202 TRANS FR WASTEWATER OPERATING FUND 200,000 200,000 203 TRANS FR WASTEWATER IMPACT FEE RESERVE 518,230 518,230 204 WATER - STATE REVOLVING LOAN PROCEEDS 2,404,017 2,404,017 205 WASTEWATER - STATE REVOLVING LOAN PROCEEDS 5,942,481 5,942,481 206 FEDERAL/STATE GRANTS - 45,248 207 TOTALS 10,215,503 11,866,972 208 EXPENSE SUMMARY 209 WATER 2,987,317 3,753,430 210 WASTEWATER 6,539,110 6,912,942 211 WATER CONSTRUCTION 39,000 39,000 212 CURRENT YEAR BALANCE - WATER 309,100 753,431 213 CURRENT YEAR BALANCE - WASTEWATER 340,976 408,169 214 TOTALS 10,215,503 11,866,972

Page 7 of 16 FINAL READING 215 2009 - 2010 BUDGET ORDINANCES 216 WATER/WASTEWATER CAPITAL ASSET RESERVE ACCOUNT 217 SOURCES AND USES OF FUNDS FOR 2009 - 2010 218 Info Only Revised 219 2009/10 2009/10 220 SOURCE OF FUNDS BUDGET BUDGET 221 BEGINNING BALANCE WATER 178,452 205,611 222 BEGINNING BALANCE WASTEWATER 84,403 64,560 223 INTEREST EARNINGS - WATER 6,246 6,246 224 INTEREST EARNINGS - WASTEWATER 2,954 2,954 225 TOTALS 272,055 279,371 226 USE OF FUNDS 227 CARRY FORWARD TO NEXT YEAR WATER 184,698 211,857 228 CARRY FORWARD TO NEXT YEAR WASTEWATER 87,357 67,514 229 TOTALS 272,055 279,371 230 2009 - 2010 BUDGET ORDINANCES 231 ELECTRIC REVENUE FUND 232 REVENUES AND EXPENSES FOR 2009 - 2010 233 Info Only Revised 234 2009/10 2009/10 235 REVENUE ESTIMATES BUDGET BUDGET 236 PRIOR YEAR BALANCE 8,219,350 11,415,737 237 DIRECT SALES TO CUSTOMER 99,533,042 99,533,042 238 UTILITY TAX 1,781,500 1,781,500 239 GREEN ENERGY 137,600 137,600 240 MISCELLANEOUS REVENUE 1,051,184 1,051,184 241 RENT REVENUE 186,816 186,816 242 EMISSION CREDIT SALES 274,000 274,000 243 INTRAFUND SERVICE RECEIPTS W/WW FUND 270,626 270,626 244 INTEREST EARNINGS 158,500 158,500 245 TOTALS 111,612,618 114,809,005

Page 8 of 16 FINAL READING 246 2009-2010 BUDGET ORDINANCES 247 ELECTRIC REVENUE FUND - CONTINUED 248 Info Only Revised 249 EXPENSE SUMMARY 2009/10 2009/10 250 BUDGET BUDGET 251 DIRECT EXPENSES: 252 POWER SUPPLY 55,619,481 55,619,481 253 POWER SUPPLY MANAGEMENT 3,000,000 3,000,000 254 PJM CHARGES - LOAD 13,943,413 13,943,413 255 CAPACITY CHARGES 13,469,528 13,469,528 256 RATE STABILIZATION CREDIT (3,000,000) (3,000,000) 257 SUBTOTAL POWER SUPPLY 83,032,422 83,032,422 258 PLANT OPERATIONS 5,798,710 5,848,710 259 GENERATIONS FUELS 1,275,251 1,275,251 260 PJM CREDITS (1,701,066) (1,701,066) 261 CAPACITY CREDITS (12,133,285) (12,133,285) 262 GENERATION SUBTOTAL (6,760,390) (6,710,390) 263 POWER SUPPLY & GENERATION SUBTOTAL 76,272,032 76,322,032 264 TRANSITION COSTS 265 TRANSMISSION/DISTRIBUTION 3,318,622 3,318,622 266 ELECTRICAL ENGINEERING 1,500,012 1,500,012 267 ADMINISTRATION 640,535 640,535 268 METER READING 289,103 289,103 269 SYSTEMS OPERATIONS 624,520 624,520 270 UTILITY TAX 1,781,500 1,781,500 271 DIRECT EXPENSE SUBTOTALS 84,426,324 84,476,324 272 OTHER EXPENSES: 273 ALLOW FOR UNCOLLECTIBLES 135,000 135,000 274 RETIREES HEALTH CARE 567,430 567,430 275 GREEN ENERGY PAYMENT TO DEMEC 137,600 137,600 276 INTRAFUND SERVICE FEES 3,483,884 3,483,884 277 INTEREST ON DEPOSITS 54,500 54,500 278 INVENTORY WRITE OFFS 175,000 175,000 279 POWER SUPPLY STUDY 497,250 497,250 280 DEBT SERVICE 3,956,600 3,956,600 281 TRANSFER TO: 282 IMPROVEMENT & EXTENSION 2,500,000 2,500,000 283 GENERAL FUND 6,758,100 6,758,100 284 CONTINGENCY RESERVE 83,500 83,500 285 CURRENT YEAR BALANCE 8,837,430 11,983,817 286 TOTALS 111,612,618 114,809,005

Page 9 of 16 FINAL READING 287 2009 - 2010 BUDGET ORDINANCES 288 ELECTRIC UTILITY IMPROVEMENT AND EXTENSION FUND 289 REVENUES AND EXPENSES FOR 2009 - 2010 290 Info Only Revised 291 2009/10 2009/10 292 REVENUE ESTIMATES BUDGET BUDGET 293 PRIOR YEAR BALANCE 1,461,547 2,625,760 294 PRIOR YEAR BALANCE BOND PROCEEDS 1,378,257 4,240,034 295 INTEREST EARNINGS 33,700 33,700 296 STATE REIMBURSEMENT FOR GOVS AVE - 710,318 297 STATE GRANTS - 105,723 298 FEDERAL GRANTS - 135,152 299 BOND ISSUE 2008 1,958,107 - 300 TRANSFER FROM ELECTRIC 2,500,000 2,500,000 301 TOTALS 7,331,611 10,350,687 302 EXPENSE SUMMARY 303 ELECTRIC GENERATION 1,254,000 1,875,290 304 TRANSMISSION AND DISTRIBUTION 1,127,147 1,127,147 305 ELECTRICAL ENGINEERING 3,525,536 5,642,167 306 ELECTRICAL ADMINISTRATION - 105,723 307 CURRENT YEAR BALANCE 1,424,928 1,600,360 308 CURRENT YEAR BALANCE -BOND - - 309 TOTALS 7,331,611 10,350,687 310 2009 - 2010 BUDGET ORDINANCES 311 ELECTRIC CONTINGENCY RESERVE ACCOUNT 312 SOURCES AND USES OF FUNDS FOR 2009 - 2010 313 Info Only Revised 314 2009/10 2009/10 315 SOURCE OF FUNDS BUDGET BUDGET 316 BEGINNING BALANCE 927,869 928,654 317 INTEREST EARNINGS 27,700 27,700 318 TRANSFER FROM ELECTRIC REVENUE FUND 83,500 83,500 319 TOTALS 1,039,069 1,039,854 320 USE OF FUNDS 321 CARRY FORWARD TO NEXT YEAR 1,039,069 1,039,854 322 TOTALS 1,039,069 1,039,854

Page 10 of 16 FINAL READING 323 2009 - 2010 BUDGET ORDINANCES 324 ELECTRIC DEPRECIATION RESERVE ACCOUNT 325 SOURCES AND USES OF FUNDS FOR 2009 - 2010 326 Info Only Revised 327 2009/10 2009/10 328 SOURCE OF FUNDS BUDGET BUDGET 329 PRIOR YEAR BALANCE 7,701,763 7,789,990 330 INTEREST EARNINGS 290,000 290,000 331 TOTALS 7,991,763 8,079,990 332 USE OF FUNDS 333 CURRENT YEAR BALANCE 7,991,763 8,079,990 334 TOTALS 7,991,763 8,079,990 335 2009 - 2010 BUDGET ORDINANCES 336 FUTURE CAPACITY RESERVE ACCOUNT 337 SOURCES AND USES OF FUNDS FOR 2009 - 2010 338 Info Only Revised 339 2009/10 2009/10 340 SOURCE OF FUNDS BUDGET BUDGET 341 PRIOR YEAR BALANCE 8,640,651 8,763,863 342 INTEREST EARNINGS 260,000 260,000 343 TOTALS 8,900,651 9,023,863 344 USE OF FUNDS 345 CURRENT YEAR BALANCE 8,900,651 9,023,863 346 TOTALS 8,900,651 9,023,863

Page 11 of 16 FINAL READING 347 2009 - 2010 BUDGET ORDINANCES 348 INSURANCE STABILIZATION RESERVE ACCOUNT 349 SOURCES AND USES OF FUNDS FOR 2009 - 2010 350 Info Only Revised 351 2009/10 2009/10 352 SOURCE OF FUNDS BUDGET BUDGET 353 PRIOR YEAR BALANCE 383,502 385,103 354 INTEREST EARNINGS 11,500 11,500 355 TOTALS 395,002 396,603 356 USE OF FUNDS 357 CURRENT YEAR BALANCE 395,002 396,603 358 TOTALS 395,002 396,603 359 2009 - 2010 BUDGET ORDINANCES 360 ELECTRIC RATE STABILIZATION RESERVE ACCOUNT 361 SOURCES AND USES OF FUNDS FOR 2009 - 2010 362 Info Only Revised 363 2009/10 2009/10 364 SOURCE OF FUNDS BUDGET BUDGET 365 PRIOR YEAR BALANCE 4,642,013 4,652,527 366 INTEREST EARNINGS 76,600 76,600 367 TOTALS 4,718,613 4,729,127 368 BUDGET SUMMARY 369 TRANSFER TO ELECTRIC FUND 3,000,000 3,000,000 370 CURRENT YEAR BALANCE 1,718,613 1,729,127 371 TOTALS 4,718,613 4,729,127

Page 12 of 16 FINAL READING 372 2009 - 2010 BUDGET ORDINANCES 373 MUNICIPAL STREET AID FUND 374 CASH RECEIPTS AND EXPENDITURES FOR 2009 - 2010 375 Info Only Revised 376 2009/10 2009/10 377 CASH RECEIPTS ESTIMATES BUDGET BUDGET 378 BEGINNING BALANCE 107 428 379 STATE GRANT 775,000 - 380 INTEREST EARNED 200 - 381 TOTALS 775,307 428 382 EXPENDITURE ESTIMATES 383 TRANSFER TO GENERAL FUND 775,200 - 384 CURRENT YEAR BALANCE 107 428 385 TOTALS 775,307 428 386 2009 - 2010 BUDGET ORDINANCES 387 WORKER'S COMPENSATION FUND 388 REVENUES AND EXPENSES FOR 2009 - 2010 389 Info Only Revised 390 2009/10 2009/10 391 REVENUE ESTIMATES BUDGET BUDGET 392 PRIOR YEAR BALANCE 1,404,956 1,278,611 393 INTEREST INCOME 46,300 46,300 394 PREMIUM FROM CITY 753,822 753,822 395 TOTALS 2,205,078 2,078,733 396 EXPENSE ESTIMATES 397 PROGRAM EXPENSES - CLAIMS 450,000 450,000 398 INSURANCE 93,400 93,400 399 BANK FEES 1,300 1,300 400 STATE OF DEL - SELF INSURANCE TAX 50,000 50,000 401 CONTRACTUAL SERVICES 37,000 37,000 402 CURRENT YEAR BALANCE 1,573,378 1,447,033 403 TOTALS 2,205,078 2,078,733

Page 13 of 16 FINAL READING 404 2009 - 2010 BUDGET ORDINANCES 405 OTHER POST EMPLOYMENT BENEFITS FUND (Closed with annual audit) 406 CASH RECEIPTS AND EXPENDITURES FOR 2009 - 2010 407 In May 2009 Council adopted a OPEB Trust - all assets were transferred to the Trust 408 Info Only Revised 409 2009/10 2009/10 410 CASH RECEIPTS ESTIMATES BUDGET BUDGET 411 PRIOR YEAR BALANCE 4,752,552 - 412 INTEREST INCOME 135,000 - 413 TOTALS 4,887,552 - 414 EXPENDITURE ESTIMATES 415 CURRENT YEAR BALANCE 4,887,552 - 416 TOTALS 4,887,552 - 417 2009 - 2010 BUDGET ORDINANCES 418 COMMUNITY TRANSPORTATION IMPROVEMENT FUND 419 CASH RECEIPTS AND EXPENDITURES FOR 2009 - 2010 420 Info Only Revised 421 2009/10 2009/10 422 CASH RECEIPTS ESTIMATES BUDGET BUDGET 423 PRIOR YEAR BALANCE 108,812 270,803 424 GRANTS REVENUE - STATE LEGISLATORS 1,000,000 1,000,000 425 TRANSFER FROM GOVT CAP PROJECTS FUND 350,000 300,000 426 INTEREST INCOME 2,800 2,800 427 TOTALS 1,461,612 1,573,603 428 EXPENDITURE ESTIMATES 429 PROGRAM EXPENSES 1,350,000 1,472,690 430 CURRENT YEAR BALANCE 111,612 100,913 431 TOTALS 1,461,612 1,573,603

Page 14 of 16 FINAL READING 432 2009 - 2010 BUDGET ORDINANCES 433 PARKLAND/RECREATION RESERVE ACCOUNT 434 CASH RECEIPTS AND EXPENDITURES FOR 2009 - 2010 435 Info Only Revised 436 2009/10 2009/10 437 SOURCE OF FUNDS BUDGET BUDGET 438 PRIOR YEAR BALANCE 192,735 218,245 439 TOTALS 192,735 218,245 440 USES OF FUNDS 441 CURRENT YEAR BALANCE 192,735 218,245 442 TOTALS 192,735 218,245 443 2009 - 2010 BUDGET ORDINANCES 444 LIBRARY RESERVE ACCOUNT 445 CASH RECEIPTS AND EXPENDITURES FOR 2009 - 2010 446 Info Only Revised 447 2009/10 2009/10 448 SOURCE OF FUNDS BUDGET BUDGET 449 PRIOR YEAR BALANCE 3,309,400 3,554,078 450 INTEREST INCOME 117,000 117,000 451 TOTALS 3,426,400 3,671,078 452 USE OF FUNDS 453 TRANSFER TO CAPITAL PROJECT FUND 3,000,000 3,180,235 454 CURRENT YEAR BALANCE 426,400 490,843 455 TOTALS 3,426,400 3,671,078

Page 15 of 16 FINAL READING 456 2009 - 2010 BUDGET ORDINANCES 457 LIBRARY GRANTS 458 CASH RECEIPTS AND EXPENDITURES FOR 2009 - 2010 459 Info Only Revised 460 2009/10 2009/10 461 RECEIPT ESTIMATES BUDGET BUDGET 462 PRIOR YEAR BALANCE 133 16,336 463 STATE GRANT 247,801 247,801 464 TOTALS 247,934 264,137 465 EXPENDITURE ESTIMATES 466 STATE GRANTS: 467 PROGRAM EXPENSES & SUPPLIES 41,935 41,935 468 BOOKS 107,216 107,216 469 AUDIO VISUAL SUPPLIES 55,000 55,000 470 TRAINING/CONF/FOOD/TRAVEL 5,000 5,000 471 CONTRACTUAL SERVICES 18,650 18,650 472 COMPUTUER HARDWARE 20,000 20,000 473 SUBTOTAL STATE GRANTS 247,801 247,801 474 FEDERAL GRANTS: 475 CURRENT YEAR BALANCE 133 16,336 476 TOTALS 247,934 264,137

Page 16 of 16 FINAL READING 477 2009 - 2010 BUDGET ORDINANCES 478 COMMUNITY DEVELOPMENT BLOCK GRANT FUND 479 CASH RECEIPTS AND EXPENDITURES FOR 2009 - 2010 480 Info Only Revised 481 2009/10 2009/10 482 RECEIPT ESTIMATES BUDGET BUDGET 483 PRIOR YEAR BALANCE - 104,742 484 GENERAL FUND APPROPRIATION 11,000 11,000 485 FEDERAL GRANT 269,548 269,548 486 TOTALS 280,548 385,290 487 EXPENDITURE SUMMARY 488 COMMUNITY DEVELOPMENT DIVISION 56,109 56,109 489 CLOSING COST/DOWN PAYMENT PROGRAM 30,000 37,157 490 DOVER INTERFAITH MINISTRY 60,000 491 COMMUNITY REHAB ASSISTANCE 60,000 97,535 492 FAIR HOUSING COUNSELING 50 493 FIRST STATE RESOURCE CONSERVATION 35,000 35,000 494 GEM PROPERTIES 217 - 219 W REED ST 6,956 6,956 495 MURPHY SCHOOL 50,483 50,483 496 DOWNTOWN DOVER PARTNERSHIP 42,000 42,000 CURRENT YEAR BALANCE - - 497 TOTALS 280,548 385,290