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COUNCIL COMMITTEE OF THE WHOLE MEETING AGENDA APRIL 9, 2019 - 6:00 P.M. CITY HALL COUNCIL CHAMBERS, 15 LOOCKERMAN PLAZA, DOVER, DELAWARE PUBLIC COMMENTS ARE WELCOMED ON ANY ITEM AND WILL BE PERMITTED AT APPROPRIATE TIMES. WHEN POSSIBLE, PLEASE NOTIFY THE CITY CLERK (736-7008 OR E-MAIL AT CITYCLERK@DOVER.DE.US) SHOULD YOU WISH TO BE RECOGNIZED. COUNCIL COMMITTEE OF THE WHOLE (ALL MEMBERS OF ALL COMMITTEES) AGENDA ADDITIONS/DELETIONS 1. UPDATE ON THE COMPREHENSIVE PLAN PROJECT (COMMITTEE ACTION NOT REQUIRED) UTILITY COMMITTEE AGENDA ADDITIONS/DELETIONS 1. ANNUAL ENGINEERING CONSULTANT'S REPORT ON THE OPERATION AND MAINTENANCE OF THE ELECTRIC SYSTEM - FISCAL YEAR 2018 2. ADJOURNMENT OF UTILITY COMMITTEE MEETING LEGISLATIVE, FINANCE, AND ADMINISTRATION COMMITTEE AGENDA ADDITIONS/DELETIONS 1. PROPOSED AMENDMENTS TO BY-LAWS - DOWNTOWN DOVER PARTNERSHIP 2. PROPOSED ORDINANCE #2019-10 AMENDING CHAPTER 90 - SOLID WASTE 3. ADJOURNMENT OF LEGISLATIVE, FINANCE, AND ADMINISTRATION COMMITTEE MEETING ADJOURNMENT OF COUNCIL COMMITTEE OF THE WHOLE MEETING /TM S:\AGENDAS-MINUTES-PACKETS-PRESENTATIONS-ATT&EXH\COMMITTEE-AGENDAS\2019\04-09-2019 CCW AGENDA.WPD THE AGENDA ITEMS AS LISTED MAY NOT BE CONSIDERED IN SEQUENCE. PURSUANT TO 29 DEL. C. §10004(E)(2), THIS AGENDA IS SUBJECT TO CHANGE TO INCLUDE THE ADDITION OR THE DELETION OF ITEMS, INCLUDING EXECUTIVE SESSIONS, WHICH ARISE AT THE TIME OF THE MEETING.

City of Dover, Delaware 2019 Comprehensive Plan Project Update April 2019 Overview The current Comprehensive Plan for the City of Dover is the 2008 Comprehensive Plan (as amended) as adopted February 9, 2009 and certified. The development of the 2019 Comprehensive Plan is a major goal of the Planning Office (Department of Planning, Inspections & Community Development) for 2018-2019. This project is being completed in-house by City Staff consisting of the Planning Staff who began meeting in February 2018 to initiate work on the project. The last formal Update on the Project to City Council was presented in October 2018. See the 2019 Comprehensive Plan Webpage for project information and the links under “Additional Resources” for documents issued. o https://www.cityofdover.com/2019-comprehensive-plan Project Schedule The Comprehensive Plan was due to the State for Certification on or before February 9, 2019. In order to achieve Certification, the Comprehensive Plan must complete the PLUS Review process and be adopted by the Planning Commission and City Council. In September 2018, the Planning Staff requested an Extension (of the plan submission deadline). On March 12, 2019, the Cabinet Committee on State Planning Issues approved a comprehensive plan extension; with this action, the City’s plan will need to be certified on or before February 2020. The project schedule consists of five basic phases: Information Gathering, Plan & Map Development, Consideration of Plan Recommendations, Formal Review & Adoption Process, and Plan Implementation. The project is in the Plan & Map Development phase. The Plan & Map Development Phase involves Chapter Writing, Review & Preparation of the Map Set, and Development of Goals, Recommendations & Actions. Information Gathering and Consideration of Plan Recommendations are also occurring with various Engagement Events. The continued Consideration of Plan Recommendations Phase involving the General Endorsement of a DRAFT Plan by the Planning Commission and City Council, PLUS Review, and then the Formal Review & Adoption Process are anticipated for Summer 2019. Tasks to Date As part of the Information Gathering Phase and Plan & Map Development Phase, the following tasks occurring from October 2018 through April 2019 are noted: 2019 Comprehensive Plan: Project Update April 2019 Page 1|3

• Biweekly and weekly meetings of the Project Team: Involving review and development of plan text, discussion of Plan elements, review of Maps • Meetings with the City Departments and Divisions as needed • Meetings/Information Gathering with the State Agencies and Other Groups as needed: • Updates and Discussions on Plan with Planning Commission and Historic District Commission at monthly meetings. • Intergovernmental meetings held with Kent County, Camden, Cheswold, and Little Creek. Staff is working to schedule a meeting with the Town of Wyoming. • Release of Preliminary Drafts of select Maps (in October 2018) with on-going review and refinement of Maps. • Release of Preliminary Draft #2A Goals & Recommendations. Released to Planning Commission and Historic District Commission. Also, to be posted on Project Website. Engagement Activities Events & Activities (2018-2019): • Reporting on Evaluation of Goals & Recommendations from 2008 Plan: Reporting of the results of the evaluation task assignment to members of Planning Commission and Historic District Commission. • Survey Questionnaire: A Questionnaire was available June-July 2018 in on-line and paper copy formats. There were over 511 respondents. • Event: “Dover Economic Development Forum: An Economist Vision of Dover” on June 13, 2018, 10:00am-1:00pm at Wilmington University. A panel presentation and discussion on the future of Dover’s economy. • Event: “Understanding Housing Market Trends: Discussion with Realtors and Homebuilders” held on July 11, 2018 at Economic Development Committee Meeting. • Open House Event on the Comprehensive Plan held on August 23, 2018 from 3:00pm to 7:00pm with presentations at 3:30pm and 5:30pm. Over 65 attendees. Presentations, hands-on activities, maps on display for review. • Event: Presentation to Wesley College class and guests held on September 27, 2018 upon request of Adjunct Professor Dr. Tony DePrima. Presentation on Comprehensive Plan process and then interactive discussion on Dover as a “College Town.” • Discussion with City’s Economic Development Committee at multiple meetings in Winter 2019. • Intergovernmental Meetings with Cheswold, Little Creek, Camden, and Kent County. Information Sources: • City’s website includes the 2008 Comprehensive Plan document (plan text and map series). • Created page on City’s website for the 2019 Comprehensive Plan Project. Information is posted on survey results, presentations, and Preliminary Draft documents and maps. o Preliminary DRAFT Land Development Plan Map Series (4 Maps Quadrants A-D: Released 8/23/2018) showing land use classifications for all properties in the City. 2019 Comprehensive Plan: Project Update April 2019 Page 2|3

o Preliminary DRAFT Annexation Plan Map Series (2 Maps Released 10/5/2018) showing Potential Annexation Areas and Potential Land Uses for Annexation Areas. • Email Activated to receive comments on Comprehensive Plan • Ongoing guidance and assistance from the Office of State Planning Coordination • Various information and assistance received from City Department and State Agencies • Received Delaware Population Consortium Annual Projection Series issued October 2018 To Be Scheduled Activities and Outgoing Tasks: • Follow-up/Meetings with City Departments as needed • Follow-up/Meetings with relevant State agencies as needed • Release of Preliminary Draft documents to City Council Committee of the Whole, the Historic District Commission, and other groups for review • Intergovernmental coordination meeting to discuss Plan to be scheduled with Wyoming. • Continue work tasks on Chapter Writing and Map Development • Release of Preliminary Draft #2A Goals & Recommendations document • Preparation of Draft Plan document and Maps • Planning for next Outreach opportunities to public and stakeholders • Review Processes: PLUS Review Submission and formal review processes with Planning Commission and City Council For Review: Preliminary Draft Document #2A Goals and Recommendations The following Preliminary DRAFT Document has been released for review, discussion and comment. See attached item. While the Planning Staff Project Team continues to development the Comprehensive Plan, we are seeking input and comments from various groups, stakeholders, and the public. The City Council and Council Committee of the Whole are encouraged to review this Preliminary DRAFT documents and be prepared for discussion with any comments and questions. • Preliminary DRAFT #2A Goals & Recommendations (Dated 2/28/2018) from the topic chapters. o Chapters include: Natural Resources & Environmental Protection; Historic Preservation; Public Utilities & Infrastructure; Community Services & Facilities; Transportation; Economic Development; and Housing & Community Development. 2019 Comprehensive Plan: Project Update April 2019 Page 3|3

Preliminary DRAFT #2A 2.28.19 Goals and Recommendations Dover Comprehensive Plan 2019 G OA L S A N D R E C O M M E N DAT I O N S NATURAL RESOURCES AND ENVIRONMENTAL PROTECTION Goal 1: Protect the Natural Environment Protect the natural environment through the conservation of significant ecological systems that naturally work to enhance quality of life in the City. Recommendation 1: Develop New Code Amendments to Address Environmental Challenges • Improve water quality and floodwater absorption capacity in the City through code amendments addressing topics such as pervious paved surfaces, stormwater management areas, and hydric soils. • Reduce air quality impacts and climate change impacts through code amendments which aim to improve new developments’ access to alternative forms of transportation. Recommendation 2: Protect Environmental Resources through the Development Review Process • Identify environmentally sensitive areas early in the development process, so projects can be designed with these areas’ conservation in mind. • Ensure that the environmental standards encompassed in the Zoning Ordinance and Land Subdivision Regulations are upheld as part of development review. • Reference the Land Inventory of Delaware’s Open Space Program when reviewing development impacts. Recommendation 3: Coordinate with other Environmental Agencies and Groups • Include DNREC in the Development Advisory Committee for technical guidance on open space lands, natural resources, and environmental concerns.

Preliminary DRAFT #2A 2.28.19 Goals and Recommendations Dover Comprehensive Plan 2019 • Share the FEMA floodplain maps and information which pertain to the City, to ensure homeowners, businesses and developers have accurate information about flood risks. • Continue the City’s participation in the National Flood Insurance Program. • Educate the public on floodplain topics through outreach to homeowners and residents focusing on helping residents understand their flood risk and what they can do to mitigate flooding in the City. • Identify potential flood mitigation projects along City waterways such as the St. Jones River, Puncheon Run, and the Little River. • Evaluate the process for referring development projects to the Silver Lake Commission to ensure they review all projects which may have significant impacts on Silver Lake. Goal 2: Improve Watershed Quality Continue the City’s partnership with DNREC, Silver Lake Commission, and other environmental groups to improve the water quality in Silver Lake and the St. Jones River Watershed and Little Creek Watershed. Recommendation 4: Participate in or Implement Measures Related to Impervious Cover and Water Quality • Continue using the City’s planning and permitting processes to limit overall impervious coverage in the City by setting and enforcing impervious coverage limits on individual properties. • Update and maintain the Source Water Protection Overlay Zone (SWPOZ) on the City’s Zoning Map to ensure it covers all lands identified for protection by DNREC’s Source Water Map as wells and excellent recharge areas. • Work with DNREC to identify potential water quality improvement projects in major City water bodies such as Silver Lake. • Implement a Stormwater Utility with the City to help fund the maintenance of stormwater infrastructure that improves water quality. Recommendation 5: Support/Utilize the Silver Lake Commission • Continue to utilize the knowledge and expertise of the Silver Lake Commission as advocates for the lake, advisors to the City Council on matters regarding the lake, and as liaisons between the City, the public, and DNREC regarding lake management issues. Goal 3: Improve Air Quality Continue the City’s partnerships with the Dover/Kent County MPO and DelDOT to reduce air quality impacts from auto emissions through sound land use planning, enhancing bicycle and pedestrian transportation networks, and encouraging increased use of public transit. Use the development review process to address air quality impacts coming from industrial sources. Recommendation 6: Reduce Air Quality Impacts from Auto Emissions • Update the City’s Bicycle and Pedestrian Plans to include air quality improvement as an explicit goal. This should be done because increasing the mode share of bicyclists and pedestrians improves air quality by taking vehicles off the road and air quality Page 2 – Preliminary DRAFT #2A for 2.28.2019

Preliminary DRAFT #2A 2.28.19 Goals and Recommendations Dover Comprehensive Plan 2019 improvements in turn make walking and biking healthier and more pleasant experiences for these users. • Improve the City’s Bicycle and Pedestrian networks in accordance with the recommendations of the Bicycle and Pedestrian Plans. • Encourage use in the City of vehicles powered by electricity or other alternative fuels in order to reduce emissions produced by users who choose to drive. Recommendation 7: Reduce Air Quality Impacts from Industry • Continue to use the City’s Performance Standards to curb air quality impacts from industry. • Evaluate the City’s Performance Standards and the lists of permitted and prohibited uses in the City’s industrial zones for possible code updates to ensure the City is both friendly to industrial development and up to date with air quality standards. Goal 4: Encourage Green Development and Sustainable Energy Practices Use code amendments and/or policy amendments and revisions to encourage environmentally sensitive development and allow emerging green trends to be easily established and grown in the City. Recommendation 8: Research and Implement Sustainable Development Practices • Conduct a “vulnerability assessment” of the City to determine which people and places within Dover are most at-risk from climate change pressures including sea-level rise, increased heavy precipitation, and rising temperatures. This assessment can be used to help the City decide what forms of sustainable development practices need the most encouragement. • Evaluate ways to incentivize use of green practices in new development. Some green development practices include infill development, higher densities in areas with access to transit, and green building construction techniques. • Evaluate ways to incentivize improvements to the energy performance of existing buildings. Energy performance improvements can come from adding insulation to reduce dependence on heating and cooling systems, installing energy-efficient appliances, and other changes. • Catalog existing green development and green energy incentives offered by the State and federal governments and other sources and evaluate ways Dover can leverage these incentives. Goal 5: Preserve Access to Open Space and Scenic Resources Protect open spaces and scenic resources in the City while also preserving reasonable public access. While protected open spaces can in turn protect developed areas by absorbing the most direct impacts of climate change, open spaces and scenic resources also have value for their health and recreation benefits to residents and visitors. Preliminary DRAFT #2A for 2.28.2019 - Page 3

Preliminary DRAFT #2A 2.28.19 Goals and Recommendations Dover Comprehensive Plan 2019 Recommendation 9: Support City Policies Allowing Public Access and Utilization of Open Space and Scenic Resources • Evaluate the Dover Code of Ordinances and other legislation to identify provisions that potentially limit public access to nature (e.g. parking requirements, use restrictions, fencing and screening requirements, etc.). • Determine what valuable open spaces and scenic resources in the City currently have limited public access and evaluate options for improving access to these areas. • Improve pedestrian, bicycle, and transit networks to parks, natural areas, and the Historic District. • Support programs that promote access to nature (e.g. environmental education programs, Scouts programs). Page 4 – Preliminary DRAFT #2A for 2.28.2019

Preliminary DRAFT #2A 2.28.19 Goals and Recommendations Dover Comprehensive Plan 2019 HISTORIC PRESERVATION Goal 1: Preserve and Protect Historic Resources Preserve and provide better protection for historic resources and landscapes including individual properties and historic districts to maintain community character, quality of life, and their continued use. Recommendation 1: Identification and Designation of the Dover Historic District Zone • Identify and study properties and areas for potential future local Historic District designation either as individual structures or as Historic District areas. • Evaluate properties of interest and concentrated areas of historic resources for local Historic District designation. • Evaluate for local Historic District designation those areas currently listed in and/or eligible for the National Register of Historic Places. • Evaluate proposed annexation areas for historic resources to address needs for preservation and protection. Recommendation 2: Stewardship of Historic Resources • Encourage stewardship activities by public and private owners of historic resources to ensure the long-term care, protection, preservation, and continued existence of these resources. • Encourage appropriate stewardship of historic resources in City building projects and infrastructure improvements located within designated historic districts or areas. • Continue stewardship of The Green per the Preservation & Conservation Easement established with its designation as a National Monument/National Historical Park. • Develop strategies within disaster planning and disaster response plans that consider historic resources. Recommendation 3: Evaluation of Design Standards and Guidelines • Evaluate and update the “Design Standards and Guidelines for the City of Dover Historic District Zone.” This document was originally developed and adopted in 1992. • Evaluate and consider the standards and guidelines regarding the levels of protection for The Green and the Loockerman Street historic contexts. • Evaluate and consider the use of modern materials and technologies in the standards and guidelines. Recommendation 4: Architectural Review Certification Process • Refine the regulatory process and procedure for Architectural Review Certification for properties located within the designated local Historic District Zone (H). • Offer education opportunities and public outreach on the Architectural Review Certification process. • Evaluate process of requests for demolition and the identification of “demolition by neglect” properties. Preliminary DRAFT #2A for 2.28.2019 - Page 5

Preliminary DRAFT #2A 2.28.19 Goals and Recommendations Dover Comprehensive Plan 2019 Recommendation 5: Evaluate Impact of Development Activity on Historic Resources • Explore other strategies, activities, and incentive programs to assist in the preservation and protection of historic resources in order to balance the needs of preservation and revitalization. • Develop and/or improve incentives and ordinances that encourage the use of historic structures and maintain historic integrity. • Encourage use of flexible building codes when rehabilitation of existing historic buildings is proposed. • Focus planning initiatives on Downtown Dover to strengthen Loockerman Street and adjoining areas while maintaining the balance of preservation and development activity. • Ensure Community Development Block Grant Program activities complete the Section 106 Review process. Recommendation 6: Support of Historic Resources and Landscapes • Support consideration of historic resources and landscapes in development activities from infill projects to land annexation. • Continue to identify, assist, and review the nominations of eligible properties to the National Register of Historic Places. • Explore opportunities to amend or provide updated information to existing National Register nominations to meet current standards. • Explore opportunities to conduct and/or update the Delaware Cultural Resource Survey for properties located within City limits. • Ensure preservation efforts reflect the diversity of the community as reflected in the City’s history, architecture, and culture. • Recommend completion of a Self-Assessment for the Historic District Commission to identify other strategic planning needs. Goal 2: Provide and Promote Ince ntives for Preservation Activities Provide and promote incentives for public and private preservation activities and the protection of residential and non-residential historic properties including incentives to encourage continual use, on-going maintenance of such properties, and appropriate in-fill project design. Recommendation 7: Tax Credit Program for Historic Properties • Continue the City’s Tax Credit Program for Historic Properties and promote awareness of the program. • Promote awareness of other Tax Credit Programs offered including State and Federal programs. Recommendation 8: Increase Participation in Resource-Bearing Programs • Continue participation in the Certified Local Government (CLG) program of the National Park Service with a focus on increasing Historic District Commission training and evaluating staff needs. • Engage in evaluation, designation, and implementation of the Delaware Byways Program. Page 6 – Preliminary DRAFT #2A for 2.28.2019

Preliminary DRAFT #2A 2.28.19 Goals and Recommendations Dover Comprehensive Plan 2019 Goal 3: Increase Public Information on Historic Resources Increase and promote dissemination of information on preservation activities, the value and significance of historic resources, and historic and cultural heritage tourism opportunities to the public and elected/appointed officials. Recommendation 9: Public Outreach and Education • Initiate educational programs on historic and cultural resources for the general public and elected/appointed officials to increase awareness and understanding. • Develop and/or update written and digital materials (brochures, process guides, web-based postings, GIS mapping, etc.) on such topics as the local Historic District Zone, historic resources, the Historic District Commission, the Architectural Review Certification process, and the City’s Tax Credit Program for Historic Properties. • Conduct workshop training with the Historic District Commission and Planning Commission on preservation topics and the Architectural Review Certification process. • Identify and implement methods of on-going communication with historic property owners and interested groups. Goal 4: Collaborate with Diverse Groups and Governments Partner and collaborate with special interest groups and with municipal, state and federal government agencies regarding preservation activities, cultural activities and heritage tourism. Recommendation 10: Seek Assistance and Support of Interest Groups • Continue to coordinate with and assist government agencies/officials and preservation interest groups. Examples of these groups and agencies include the City Council, Planning Commission, Historic District Commission, the Division of Historical & Cultural Affairs (State Historic Preservation Office), the First State Heritage Park at Dover, and the First State National Historical Park (National Park Service). • Coordinate with preservation interest groups such as Downtown Dover Partnership, Preservation Delaware, Friends of Old Dover, and others. • Build relationships with the historic preservation programs and other related programs at Delaware Technical & Community College, Delaware State University, Wesley College, and the University of Delaware. Preliminary DRAFT #2A for 2.28.2019 - Page 7

Preliminary DRAFT #2A 2.28.19 Goals and Recommendations Dover Comprehensive Plan 2019 UTILITIES Goal 1: Proactively Maintain Existing Infrastructure and Expand Infrastructure When Beneficial Continue to place highest priority on maintaining existing utilities and community infrastructure, so that reliable service can continue to be provided to the existing community, and in the best interest of the community’s health and well-being. This includes the City’s Water, Wastewater (Sewer) and Electric Utilities which help maintain the daily functioning of the City. Recommendation 1: Update Utility Plans Regularly • Dover water, sewer and electric will have their long-range plans updated every ten to fifteen years and integrated into the Consolidated Utility Plan for the City of Dover. • Update the Water Utility Plan no later than 2021, as it was last updated in 2006 • Update the Wastewater Utility Plan no later than 2021, as it was last updated in 2009 • Update the Electric Department Plan by 2026, as it was last updated in 2016 • Update the Stormwater Utility Plan by 2026. Recommendation 2: Continue to Seek Mutually Beneficial Interconnections with Utility Systems • Work with Tidewater Utilities, the Camden-Wyoming Sewer and Water Authority, and other neighboring water providers to interconnect in ways that allows the City to draw water in times of need and similarly sell water to neighboring providers. • Continue to work with Kent County with which the City’s wastewater system is interconnected to treat the City’s wastewater at the Kent County Regional Resource Recovery Facility in Frederica. • Continue to work with North American Energy Services Corporation in managing the City’s energy production, as well as maintaining connections with the regional transmission and distribution system. Recommendation 3: Implement a Plan to Identify and Remove Sources of Inflow and Infiltration • Prepare projects to reline or replace old sewer mains to reduce and/or eliminate inflow & infiltration • Work with commercial property owners to remove catch basin connections to the sanitary sewer system that have been identified by field investigations or smoke testing. Recommendation 4: Prepare and Implement Utility Systems Service Plans for future Annexation Areas • Study identified areas of potential future annexation into the City and prepare utility service plans to provide all essential City utilities and community services. Page 8 – Preliminary DRAFT #2A for 2.28.2019

Preliminary DRAFT #2A 2.28.19 Goals and Recommendations Dover Comprehensive Plan 2019 Recommendation 5: Prepare a Long-term Strategy to Implement Capital Improvements that will be Most Impactful to the City and its Residents • Continue to identify key areas of Improvement for the City’s Water, Wastewater (Sewer), and Electric Utility Systems and layout a long-term strategy to implement projects to improve them. Goal 2: Enhance Infrastructure to Meet Community Needs Enhance public utilities and infrastructure where studies indicate that community services standards are not being met. Recommendation 6: Continue to Implement Plans to Improve Water Quality • Continue the commitment to implementing the water system improvements that will improve the water quality concerns and resolve “brown water” issues. • Continue to implement necessary improvements at City’s Water Treatment Plant and associated Water System Infrastructure. Recommendation 7: Continue to Implement Plans to Improve Wastewater Systems • Continue to implement the City’s long-term Capital Improvements plan by investing in wastewater system facilities like new Pump Stations, Force Mains and Collection Systems. Recommendation 8: Identify and Pursue Options for Long-term, Reliable, Cost Competitive, and Environmentally Prudent Electricity for our Customers • Identify ways the City of Dover Electric Department can improve management of Electric infrastructure including long-term supply and capacity. • Continue to implement the City’s long-term Capital Improvements program with things like Substation Improvements, Transmission System Upgrades, Distribution System Upgrades, and Generation/ Production Facility Improvements. • Continue to implement Green Energy Goals including utilizing energy sources like Solar. This will help reduce overall consumption where possible, allowing us to more efficiently utilize existing capacity. Recommendation 9: Ensure the City has the Infrastructure and Capacity to Accommodate Evolving Technologies. • Ensure that the City has the capacity to accommodate the demand for new technologies like at-home and public charging stations and to anticipate the growing use of new modes of transportation like electric cars. This should be done in a manner that mitigates the impact on the electric distribution system. • Ensure that the City has a plan/policy in place to address and accommodate the infrastructure needed for new communication technology like 5G telecommunications. Goal 3: Meet or Exceed the State and Federal Requirements of the NPDES Permit and Stormwater Management Preliminary DRAFT #2A for 2.28.2019 - Page 9

Preliminary DRAFT #2A 2.28.19 Goals and Recommendations Dover Comprehensive Plan 2019 Continue Efforts to be Recognized for Excellent Service and Exceeding the Requirements as a Stormwater Management Provider Recommendation 10: Implement a Stormwater Utility within the City of Dover • Implement a Stormwater Utility with the City to dedicate necessary funds to maintain the stormwater infrastructure. Implementation should be done in accordance with the findings of the feasibility study for the implementation of a Stormwater Utility. • Identify and implement necessary Capital Improvements for Stormwater Management infrastructure systems owned and maintained by the City. Recommendation 11: Encourage Use of Green Technologies for Stormwater Management in Development Projects • Coordinate with City Engineering staff, Kent Conservation District, and the Department of Natural Resources and Environmental Control to determine the appropriate changes to City codes and processes. This should be with the aim to require stormwater management practices that mimic natural conditions for new development. Goal 4: Continue to Strive for Excellent Service Exceed requirements and expectations wherever possible to ensure our Customers continue to experience high quality service and to be an example of excellence to other service providers. Recommendation 12: Obtain Accreditation with the American Public Works Association • Continue efforts by the City of Dover Department of Public Works to obtain accreditation from the APWA (American Public Works Association) to be officially recognized as an Agency of high standards and professionalism. Recommendation 13: Continue to Engage with the Public and Customers • Continue efforts to engage with the public and customers through electronic and print media, community meetings, and other methods to share information on the processes of utilities systems and major projects. Page 10 – Preliminary DRAFT #2A for 2.28.2019

Preliminary DRAFT #2A 2.28.19 Goals and Recommendations Dover Comprehensive Plan 2019 COMMUNITY SERVICES & FACILITIES Goal 1: Provide and Maintain Quality City Services The City should provide and maintain quality public services for all residents, properties, and visitors within Dover. Recommendation 1: Maintain Responsive and Effective Emergency Services • Evaluate the levels of City Services as they pertain to police, fire, and emergency response times. Service levels should be maintained or exceed their current status as Dover grows in population and land size. • Support the Police Department’s goals and strategies for improving public safety as outlined in the Police Strategic Plan. • Support the Police Department’s public outreach to the Dover community particularly through the Police Athletic League. • Support the Fire Department’s activities aimed at improving fire safety including education and training efforts. • Ensure that the City’s contracted ambulance service can meet the service demands placed on it. Recommendation 2: Maintain Responsive and Effective Customer Service • Continue to build a robust online presence for the City focusing on outreach related to City initiatives, education on City ordinances, and promoting Dover as a desirable place to live, work, and play. • Improve the City’s online customer service functions so that more types of applications, payments, and inquiries can be made through the City’s website. • Improve coordination of customer service functions across City departments. Recommendation 3: Improve Access to and Maintain City Library Services • Support efforts by the Library to bring their services out of the Library building and to underserved populations such as children and the elderly. Services can be provided at locations such as parks, daycares, after-school programs, and nursing homes among others. • Evaluate additional methods to improve access to the Library building itself particularly for underserved populations. • Ensure existing services and facilities at the Dover Public Library building are maintained and expanded to support the number of daily visitors it encounters. Goal 2: Invest in City Owned Resources The City should work to ensure the protection, preservation and growth of its own resources. Physical facilities should be maintained and be upgraded where possible. Natural, historic, and cultural resources should be protected and preserved. Recommendation 4: Invest in City Services and Facilities Preliminary DRAFT #2A for 2.28.2019 - Page 11

Preliminary DRAFT #2A 2.28.19 Goals and Recommendations Dover Comprehensive Plan 2019 • Assess all City buildings to determine if they are adequately able to support City staff and day-to-day operations in the City. Create plans for improving these buildings or moving to new ones if they are found to be inadequate. • Design and locate new City buildings and facilities so they act as anchors for redevelopment by providing needed amenities. Amenities helpful for redevelopment include parks and other community-accessible space; green infrastructure; parking; and pedestrian, bicycle, and transit facilities. • Evaluate ways the City’s vehicle fleet might benefit from new technologies such as alternative fuels and AI-driver assist, as well as the needed infrastructure to support these technologies (i.e. charging stations). Vehicles at the end of their lifecycle should be replaced with vehicles that take advantage of new technologies. • Implement the City’s Enterprise Resource Planning (ERP) Project to support the business processes of the City through improved access and management of City data. Recommendation 5: Protect and Preserve Natural, Historic, and Cultural Resources • Encourage appropriate stewardship of natural, historic, and cultural resources in City construction projects and other activities that may impact these resources. • Continue to support native tree planting and landscaping programs through the Development Advisory Committee and Public Works Department. • Continue to support long term vegetation maintenance on City-owned and other public properties especially those maintained by the Parks and Recreation Department. • Continue to support historic and cultural events and projects in the City. Assist by providing technical aid and support staff that ensure the viability and continuation of those activities. Goal 3: Provide a System of Interconne cted Open Space Areas and Recreational Oppor tunities Provide a walkable open space network which links the community to facilities, schools, libraries, and travel paths. Recommendation 6: Develop an Open Space, Parks & Recreation Master Plan • Identify within the Open Space, Parks & Recreation Master Plan a variety of park and recreation facilities citywide suitable to the interests of different demographic groups. • Identify within the Master Plan a plan to meet the open space and recreational needs of the City’s Downtown. A plan of action for implementation should also be included. • Implement improved water-based facilities and other non-traditional recreation activities as part of any Open Space, Parks & Recreation Master Plan. • Conduct an updated Parks & Recreation Needs Assessment as part of the master planning effort or as a separate initiative if necessary. Recommendation 7: Plan for Individual Parks and Greenways • Implement the completed Master Plans for Schutte Park and Dover Park. • Develop a Master Plan for Silver Lake Park. Page 12 – Preliminary DRAFT #2A for 2.28.2019

Preliminary DRAFT #2A 2.28.19 Goals and Recommendations Dover Comprehensive Plan 2019 • Develop Master Plans for the City’s neighborhood parks as necessary, when there is a need for long-term strategizing of the park’s resources and facilities at a level of detail that cannot be covered by the Park Master Plan. • Encourage efforts to preserve natural greenway and stream corridors, such as those along the St. Jones River, the Fork Branch, the Little River, and the Puncheon Run. Where possible, use these corridors as usable passive open space to connect more active recreation areas. Recommendation 8: Maintain and Improve City Park Facilities and Recreation Programs • Maintain a system of comprehensive park maintenance addressing equipment, infrastructure, and vegetation. • Continue to perform playground safety inspections to ensure that playgrounds meet safety standards. • Continue to implement a playground replacement schedule as a part of the City’s Capital Improvement Program. • Maintain and expand recreational programs in parks Citywide to meet the needs of a diverse population. Recommendation 9: Obtain Effective Contributions to the Park System from the Private Sector • Evaluate the process and responsibilities for maintaining active recreation areas and common open space within residential developments. • Evaluate the City’s requirements for providing active recreation areas for new residential developments. Determine if new private recreation areas should still be developed in most cases, or if the City should focus on having developers contribute to Dover’s public Parkland Reserve fund. Goal 4: Prepare Effectively for Disasters The City must be prepared to face and quickly address potential disasters both natural and man- made. Recommendation 10: Quickly Address Potential Natural and Man-Made Disasters • Continue to comply with the National Incident Management System (NIMS) through participating in appropriate staff training and holding drills to prepare for potential disasters. Increase the staff training and education available to ensure all essential staff are trained. • Continue to evaluate the City’s role in large special events management, including its role in NASCAR events, the Firefly Music Festival, and other large events, festivals, parades, etc. • Maintain strong intergovernmental relationships with County and State agencies as they pertain to coordinating action before, during, and after special events and emergency situations. • Continuously update and implement the City’s Emergency Operations Plan, to meet the challenges posed by increasingly severe weather events, terrorist threats, and other Preliminary DRAFT #2A for 2.28.2019 - Page 13

Preliminary DRAFT #2A 2.28.19 Goals and Recommendations Dover Comprehensive Plan 2019 contemporary emergencies. Ensure appropriate City staff are educated on the plan’s proper implementation. • Evaluate the design of City-owned buildings to identify opportunities for improving their security and disaster-readiness. Page 14 – Preliminary DRAFT #2A for 2.28.2019

Preliminary DRAFT #2A 2.28.19 Goals and Recommendations Dover Comprehensive Plan 2019 TRANSPORTATION Goal 1: Preserve and Maintain the Existing Transpor tation System Guide development, control roadway access, and take active steps to preserve existing transportation system investments in order to maintain the existing transportation system and its capacity. Recommendation 1: Maintain and Improve the Transportation System’s Capacity by: • Upgrading existing roadway facilities, particularly corridor intersections • Maintaining the City-owned street system • Increasing transit (bus) service efficiency • Supporting the return of passenger rail service • Improving opportunities for non-motorized travel such as biking and walking • Supporting opportunities to expand aviation facilities as well as access to these facilities • Assessing and tracking trends that influence future transportation systems and land uses • Proactively planning for the impact new technologies such as alternative fuels, online goods and services delivery, and self-driving cars will have on lifestyles and travel. Goal 2: Increase Coordination with Agencies Work with citizens, DelDOT, and the Metropolitan Planning Organization (MPO) to ensure that Dover’s long and short-range transportation needs are addressed. Recommendation 2: Leadership in the Dover/Kent MPO • Continue to play an active role in the Dover/Kent County MPO • Continue to use the Dover/Kent County MPO as a forum for long-range transportation planning and interacting with DelDOT. • Continue to coordinate development activities within the City of Dover with DelDOT through the Development Advisory Committee. Recommendation 3: Promote Safe Routes Programs • Explore opportunities to designate Safe Routes to Schools, Safe Routes for Seniors and Safe Routes to Parks; and support programming efforts to encourage their use. • Identify current Safe Routes programs and evaluate deficiencies. • Conduct a community-engaged process to designate new Safe Routes and develop their programming. Goal 3: Develop and Expand Alternate Modes of Transpor tation Expanding facilities and services for alternate modes of transportation such as walking, bicycling, taxi, rideshare, and transit services enhances mobility for residents, reduces the number of single- occupant vehicles, and reduces the need to own an automobile. Preliminary DRAFT #2A for 2.28.2019 - Page 15

Preliminary DRAFT #2A 2.28.19 Goals and Recommendations Dover Comprehensive Plan 2019 Recommendation 4: Update and Implement the Bicycle & Pedestrian Transportation Plans • Review the bicycle and pedestrian transportation network to identify gaps and important segments needed to provide a continuous network. • Prioritize connectivity between neighborhoods and community assets such as schools, neighborhood centers, healthcare facilities, and government facilities. • Consider implementing the proposed bicycle network for the Downtown area included in the Plan4Health guidance document. • Develop an implementation plan to complete the bicycle and pedestrian transportation network. The construction of the missing sidewalk and bike path segments can be accomplished utilizing a combination of private development activities, City funding through the CIP, and funding available through state and federal sources. • Develop a maintenance plan for the network that builds on the Public Works Department’s ADA Transition Plan, DelDOT repair schedules, and other current efforts. • Ensure vital pedestrian and bicycle amenities such as seating, street lighting, street crossings, and bicycle parking are addressed in the plan. Recommendation 5: Expand and Improve Transit Service • In collaboration with the DTC (Delaware Transit Corporation), enhance transit connections between neighborhoods and employment centers, institutions, commercial areas, schools and recreational facilities. Neighborhoods with large transit-dependent populations such as retirement, nursing and group-living facilities as well as economically disadvantaged areas should be targeted. • Support the addition of new transit stops. • Augment new and existing transit stops with bicycle and pedestrian facilities, as well as shelters to protect riders from inclement weather. • Advocate for more frequent and reliable transit service to attract and retain ridership. • Support improved transit routes to the Capitol Area from North/South and East/West. • Encourage DTC to share the Dover Transit Center with private intercity buses. Goal 4: Create Recommenda tions and Policies for Roadways and Development City leadership should prioritize specific transportation projects that are important to the development of the City, whether that be through managing service to existing growth or encouraging further economic development. The importance of these projects must be clearly conveyed to the MPO and to DelDOT, so they can take the City’s goals into account when setting their own priorities. Recommendation 6: Implement US Route 13 and Bay Road Corridor Improvements • Continue to work with DelDOT and the Dover/Kent County MPO to develop a Transportation Improvement District for the Route 13/Bay Road Corridor in Dover, using the boundaries, horizon year, and service standards defined by the updated “Agreement Regarding Dover US 13/Bay Road Corridor Transportation Improvement District.” Page 16 – Preliminary DRAFT #2A for 2.28.2019

Preliminary DRAFT #2A 2.28.19 Goals and Recommendations Dover Comprehensive Plan 2019 • Evaluate the 2007 US Route 13 Circulation Study to determine if an updated plan is needed. Recommendation 7: Develop and Implement Strategies for Addressing East/West Traffic • Encourage corridor improvements to Route 8 to improve traffic movement and multimodal capacity. • Work with DelDOT, property owners, and the Dover/Kent County MPO to implement the Dover Capital Gateway Plan and the Delaware Route 8 Study. • Evaluate the 2008 Delaware Route 8 Study to determine if an updated plan is needed. Recommendation 8: Establish a means of access from the Garrison Oak Business and Technical Park to SR 1 • Evaluate potential options for building an access road which would allow access to Garrison Oak from SR 1. • Determine the costs necessary to build the access road to Garrison Oak. Recommendation 9: Miscellaneous Transportation Improvements • Support access management along minor arterials and collector roads to protect traffic capacity and preserve the character of existing neighborhoods. • Support pedestrian, bicycle, and public transit facilities in subdivisions and site plan applications. • Advocate the following projects and studies to be placed in the Dover/Kent County MPO Transportation Improvement Program and the DelDOT Capital Transportation Program (CTP). Each year the Dover City Council develops listing of prioritized projects (See Table 9-6 for the current year’s prioritization). Table 9-6: Prioritization of City Transportation Projects Garrison Oak Connector Road Loockerman Street/Forest Street Intersection Sidewalks within the walk zone of the new Dover High School Crawford Carroll Avenue Extension West Street Improvements from North Street to the Transit Center US 13 Service Roads/Scarborough Road College Road Corridor Upgrades (Kenton Road to McKee Road) US 13 Sidewalk Construction Route 8/Hazletteville Road Connector Kenton Road Corridor Upgrades/ Route 8 East/West Corridor Plan Improvements Kings Highway/Route 13 Intersection Improvements Source: Dover City Council September 2018 Preliminary DRAFT #2A for 2.28.2019 - Page 17

Preliminary DRAFT #2A 2.28.19 Goals and Recommendations Dover Comprehensive Plan 2019 ECONOMIC DEVELOPMENT Goal 1: Attract and Retain High-paying Quality Jobs by Targeting Business Sectors that are Best Suited for Dover and Kent County Successful economic development requires understanding the economic environment, determining opportunities and targets, developing a sound marketing and promotional strategy, and establishing the mechanisms necessary for business retention and recruitment. Recommendation 1: Define an Economic Development Vision and Strategies for the City to Create a Diversity of Businesses and Foster Development of a Broad Workforce • Identify locations and pursue opportunities for economic growth, working with economic development entities, community organizations, and other stakeholders to build on assessments of the City’s and County’s strengths, weaknesses, opportunities and threats, and on identified target industries. • Build private-public partnerships (P3) to encourage coordination and foster investments among private, State, County and City stakeholders. • Build on the resources available through the City’s institutions of higher education for analytics, training and research and to link economic development opportunities and targets with workplace skills and professional training curricula. • Support the development of workforce development programs, strategies and partnerships that increase training and employment opportunities for all residents. Recommendation 2: Promote Well-planned Commercial and Business Development and Redevelopment Complexes along Dover’s Principal Corridors and in Commercial Centers • Recognize the value of Dover’s local and regional commercial corridors. • Value our tourism industry including promoting the City as the State Capital. • Promote Dover as the central commercial location in the County and as a regional magnet for retail, commerce, entertainment and culture. Recommendation 3: Market Dover’s Central Delaware Location for Business, Professional and Health Services, and for Manufacturing Locations and Facilities • Coordinate with other economic development entities and the private sector to share information to cooperatively market Dover’s resources. Recommendation 4: Promote Opportunities to Create Aviation-based Business Opportunities Surrounding the Central Delaware Aviation Facility and in order to Capture the Economic Benefits of Dover Air Force Base (DAFB) • Promote the establishment of Joint Use Agreements and other opportunities to coordinate with DAFB. • Work closely with the County to develop an aviation and aeronautics focused employment center near DAFB. Page 18 – Preliminary DRAFT #2A for 2.28.2019

Preliminary DRAFT #2A 2.28.19 Goals and Recommendations Dover Comprehensive Plan 2019 • Protect Dover Air Force Base (DAFB) from encroachment by preventing incompatible commercial and/or residential development east of SR 1 and within the Airport Environs Overlay Zone (AEOZ). • Complete comprehensive rezoning associated with the Industrial Park Manufacturing Zone: Aviation and Aeronautics Center (IPM-3) zoning classification. Recommendation 5: Develop Effective Protocols for Business Attraction and Retention Activities • Designate a point of contact and specific processes for City interaction with prospects, including a coordinated marketing program with other public and private stakeholders. • Maintain an active leadership position within organizations focused on job growth in Kent County. • Ensure that the City is ready for economic development through streamlined regulatory processes, incentives, funding opportunities, and infrastructure investments, as appropriate. • Enhance the City’s capacity to collect and assess economic conditions and trends, identify target businesses, and understand business location decisions. Goal 2: Encourage the economic revitalization and integrity of Dover’s Downtown, including the histo ric core and the traditional community surrounding it The heart of Dover is its historic downtown business district and the traditional community surrounding it. The successful revitalization of which depends on the participation of numerous stakeholders in an organized program of planning, coordination, information and engagement. Recommendation 6: Support the Downtown Dover Partnership and Restoring Central Dover Plan • Coordinate with and encourage efforts of the Downtown Dover Partnership and Restoring Central Dover programs, and support as appropriate the NCALL Real Estate Development Plan for Central Dover. • Undertake and support new business creation initiatives such as the Kent County Open for Business program, the DDP’s “Unlock the Block” program, and the RCD program’s “Launcher” initiative. • Encourage one-on-one consulting with business and property owners to discuss their concerns and needs and to identify service providers/incentives that can help address those needs. • Work with businesses in the Downtown district to keep market driven hours, offer specialized products and services, properly maintain building space, enhance window displays, expand or contract current lines and services, expand existing business space, and open new shops. • Create and publish “how to” brochures and other information for investors, prospective entrepreneurs, property owners and other business interests. • Undertake a comprehensive planning and strategic process to address crime, vagrancy, loitering and vandalism through community policing, code and criminal enforcement and public awareness. Preliminary DRAFT #2A for 2.28.2019 - Page 19

Preliminary DRAFT #2A 2.28.19 Goals and Recommendations Dover Comprehensive Plan 2019 • Review and modify vacant building codes and procedures to incentivize reuse, reduce exemptions, and enforce penalties on chronic vacancy. Recommendation 7: Develop and Promote Incentives for Downtown Redevelopment • Evaluate and market a slate of incentives for redevelopment within the Downtown Redevelopment Target Area and continue to add incentives that will encourage a balanced mix of uses with the intention of improving opportunities, correcting negative conditions and eliminating vacancies. Goal 3: Promote the revitalization and redevelopment of the Center City Critical to revitalizing the historic downtown is a commitment to the Cit y’s central core by fostering economic activity; developing linkages, enhancing community resources, promoting neighborhoods, providing authenticity, and creating opportunities that are complementary to the goals of the Restoring Central Dover and Downtown Development District Programs. Recommendation 8: Promote and Support Development and Redevelopment Efforts • Support a neighborhood development strategy along W. Division Street for the areas surrounding Governors Avenue, New Street, Queen Street, Kirkwood Street and West Street to include an identity, a variety of housing opportunities, neighborhood-scale businesses and continued increasingly successful blight removal efforts. • Implement recommendations of prior studies and plans for the center city, such as the Strategic Development Plan for the West Side, the Dover Transit Center Neighborhood Plan and Design Book, and the Division Street/Forest Street Dover Capital Gateway Plan and Design Book. • Link redevelopment activities along S. Governors Avenue, Water Street, Bank Lane and West Street with the Bayhealth Medical Center complex, the State Courts and other governmental and educational facilities in the area. • Develop a Government/Civic Complex plan addressing the future needs of the City including City Hall and other City offices, government complex parking, recreation and open space, and the Mirror Lake/Loockerman Street gateway to the Downtown. • Leverage positive investment from Delaware State Housing Authority, the Strong Neighborhood Housing Fund, the Neighborhood Building Block Fund, the Opportunity Zone Program, and other sources to assist with neighborhood redevelopment efforts. Recommendation 9: Promote and Support the Traditional Mixed-use Nature of the Downtown Area. • Ensure that zoning district regulation in the Downtown promotes personal, professional and service-oriented businesses and alternative work-live and co-work opportunities. • Create an Arts Co-op/ Arts & Entertainment designation for the Downtown area and recruit artists to live and work in the area. Page 20 – Preliminary DRAFT #2A for 2.28.2019

Preliminary DRAFT #2A 2.28.19 Goals and Recommendations Dover Comprehensive Plan 2019 Goal 4: Ensure that Land Development, Zoning, Infrastructure and Other Development Requirements Encourage the Economic Development and Uses Desired Sound economic development is a balance between business opportunities and those regulations and processes designed to promote safe, well-designed, well-planned communities. The intent is to strike that balance between the proper exercise of public policy and a sustainable and viable economy. Recommendation 10: Review and Modify Regulations to ensure that Desired Uses Are Encouraged • Be flexible with contemporary zoning provisions that are responsive to emerging technologies and emerging business opportunities and activities, especially in the health care, arts and entertainment, and tourism sectors. • Implement appropriate zoning and other provisions that support development and expansion of targeted businesses, ensure the appropriateness of uses within respective zones, promote sustainability, encourage balanced growth, promote small businesses and startups, and ensure responsiveness to emerging economic and societal trends. • Update provisions addressing the growing variety and complexity of home occupations and accessory business activities in residential areas as the line defining traditional work evolves. • Actively pursue development of ordinances, policies and strategies to address blight, vacancy, abandonment, environmental contamination, and underutilization of business sites and facilities throughout the City. Goal 5: Actively market the Garrison Oak Business and Technology Center (GOBTC) Garrison Oak Business and Technology Center (GOBTC) is a City-developed business-ready facility in the City well-suited for larger and technology focused enterprises to help balance the City’s options for economic development and job creation. Capitalize on the GOBTC’s broad appeal to a larger universe of potential business activities consistent with the original intent of the facility and with the IPM-2 zoning district. Recommendation 11: Develop a Strategic Marketing Plan for Garrison Oak (GOBTC) • Work with the Kent Economic Partnership and the State to effectively market the Garrison Oak Business and Technology Center. • Urge DelDOT and the Dover/Kent MPO to undertake planning and design for a dedicated connector from State Route 1 to the Center to improve access and marketability. • Explore the potential of the Garrison Oak Business and Technology Center for designation as a foreign trade zone. Goal 6: Pursue Economic Development Linked to Active Recreation Recreational pursuits, whether as a regular part of life, as a vocation, or a function of travel and tourism can be important contributors to the local economy. Preliminary DRAFT #2A for 2.28.2019 - Page 21

Preliminary DRAFT #2A 2.28.19 Goals and Recommendations Dover Comprehensive Plan 2019 Recommendation 12: Promote Business Opportunities Linked with Dover’s and Nearby Trails, Parks, Natural Areas and Public and Private Active Recreation Resources • Identify opportunities to use parks, trails, natural resources and commercial recreation facilities as catalysts for economic development. • Evaluate and promote economic development strategies linked to natural resources such as forests, wetlands, beaches and wildlife areas for travel and tourism benefits. Goal 7: Pursue Economic Development Linked to Improved Healthy Food Access Food is an essential component of health and a necessity of life. It is also one of the foundations of a local economy whether through growing, processing, marketing or consumption. Adequate access to food is a key element of a healthy quality of life, especially in urban and depressed areas. Recommendation 13: Encourage new ventures that expand healthy food options across Dover. • Encourage access to food options such as corner markets, produce carts, food hubs, community gardens, farm stands, food trucks, and farmers markets, where appropriate. • Support expanding healthy food availability through planning for food choices throughout the City. Page 22 – Preliminary DRAFT #2A for 2.28.2019

Preliminary DRAFT #2A 2.28.19 Goals and Recommendations Dover Comprehensive Plan 2019 HOUSING AND COMMUNITY DEVELOPMENT Goal 1: Encourage Balanced Housing Oppor tunities for all residents of the City Promote adequate, safe, and affordable housing for all residents in the City. Recommendation 1: Encourage the Use of Mixed Housing Types • Evaluate the provisions of the Planned Neighborhood Design and the Senior Citizen Housing Option for residential development. • Continue to encourage compact and diverse residential development throughout the City. • Re-evaluate all residential zones development requirements and housing types in the City. • Evaluate and update Codes to encourage compact and diverse development throughout the City. • Amend the provisions in the Zoning Ordinance for the definition of “family” to remove undue restrictions for members of protected classes. Recommendation 2: Explore the Feasibility of Allowing Alternative Housing Units Options • Develop zoning provisions to allow an accessory dwelling unit within one family residence zones for the use of family members. • Develop zoning provisions for alternative housing options including group housing and transitional housing. Recommendation 3: Encourage the Development of Affordable Housing • Work with housing providers and developers to construct affordable rental housing options throughout the City including assessible housing for persons with disabilities. • Work with housing providers to provide affordable housing to low income residents. • Continue to work with housing providers to end homelessness and increase the number of permanent supportive housing for the homeless. Recommendation 4: Promote Residential Development within the City • Encourage mixed use of existing buildings. • Encourage “in-fill” residential development. • Encourage housing in the Downtown and other areas that are near transit and multi-modal routes, retail areas, employment and essential services. Goal 2: Preserve Existing Housing Stock Preserve the existing variety types of housing in the City through the continuation of programs and initiatives available for housing. Preliminary DRAFT #2A for 2.28.2019 - Page 23

Preliminary DRAFT #2A 2.28.19 Goals and Recommendations Dover Comprehensive Plan 2019 Recommendation 5: Encourage Property Owners to Maintain and Rehabilitate Existing Housing Stock • Continue to make emergency repairs and rehab homes with Community Development Block Grant (CDBG) funds. • Continue to work with other housing agencies to eliminate severe housing conditions that constitute immediate health or safety hazards to the occupants. • Continue to support the rehabilitation of owner-occupied homes with families who are low to moderate income. • Support the adaptive mixed reuse of existing buildings throughout the City. Goal 3: Provide Safe and Healthy Livable Neighborhoods Continue to provide safe livable residential and commercial neighborhoods to improve the quality of life. Recommendation 5: Promote Safe and Livable Neighborhoods through Enforcement of City Codes • Continue to conduct housing inspections on rental housing to ensure the compliance with City Codes. • Proactively enforce City Codes for property maintenance to improve community appearance for all residential units and adopt the 2018 International Property Maintenance Code. • Enforce building and fire codes for all buildings in the City and evaluate updated ICC and NFPA Codes for adoption. • Continue enforcement of floodplain regulations and associated construction codes. • Amend provisions in the “Safe Communities Initiative” that may be a violation to fair housing. • Increase community policing efforts in the neighborhoods to reduce crime. • Continue to improve and maintain infrastructure in established neighborhoods throughout the City. Recommendation 7: Articulate the Link between Housing and Health • Advocate for the development of complete neighborhoods and mixed-use developments. • Collaborate with public health agencies, housing authorities, advocacy groups and others on matters concerning housing and health. • Support programs that promote good quality housing such as collaboration on weatherization programs and on lead paint hazards programs. • Support programs to address housing inequities and injustices such as collaborating with tenants’ alliances and promoting neighborhood initiatives to address hazards. Goal 4: Provide Homeownership Oppor tunities Provide homeownership opportunities throughout the City, especially within low and moderate- income neighborhoods. Page 24 – Preliminary DRAFT #2A for 2.28.2019

Preliminary DRAFT #2A 2.28.19 Goals and Recommendations Dover Comprehensive Plan 2019 Recommendation 8: Promote Homeownership Incentives for Low to Moderate Income Households • Continue to support funding the Homeownership Assistance Program to provide down payment or settlement assistance up to $20,000 to qualified homebuyers who purchase property in the City of Dover through CDBG Program. • Continue to support the provision of education regarding homeownership opportunities and responsibilities. • Support the Diamond State Community Land Trust and explore opportunities to utilize the land trust model to expand homeownership. • Continue to support the Restoring Central Dover Initiative and the Downtown Development District Incentives to increase homeownership in the Downtown area. • Continue to implement the most current Community Development Consolidated Plan. Recommendation 9: Update the Community Development Block Grant (CDBG) Consolidated Plan and the Fair Housing Plan • Maintain updates to the Consolidated Plan as required by the CDBG Program. • Update and adopt the 2020-2024 CDBG Consolidated Plan. • Participate in the development and the adoption of the 2019 Fair Housing Plan. Preliminary DRAFT #2A for 2.28.2019 - Page 25

Engineering Consultant’s Report on the Operation and Maintenance of the Electric System Fiscal Year 2018 City of Dover, Delaware Project No. 112624 3/27/2019

Engineering Consultant’s Report prepared for City of Dover, Delaware Dover, Delaware Project No. 112624 3/27/2019 prepared by Burns & McDonnell Engineering Company, Inc. Kansas City, Missouri COPYRIGHT © 2019 BURNS & McDONNELL ENGINEERING COMPANY, INC.

March 27, 2019 Ms. Lori Peddicord Controller/Treasurer City of Dover 5 East Reed Street Weyandt Hall, Suite 300 Dover, Delaware 19901 Re: Engineering Consultant’s Report Project No. 112624 Dear Ms. Peddicord: In compliance with the requirements of Section 705 and Section 504 of the City of Dover, Delaware Resolution Authorizing and Securing Electric Revenue Bonds, adopted December 23, 1985 (Resolution), Burns & McDonnell presents this Annual Engineering Consultant’s Report on the Operation and Maintenance of the Electric System for the fiscal year ended 2018. This report summarizes our review and assessment of the City of Dover’s (City) Electric System, its existing retail electric rates, its insurance coverage in effect, and its reserve funds. Financial, statistical, and operating data used in preparing the report were initially reported in the City’s annual financial statements and accounting records. Additional information was furnished by City and Electric Division staff. In the preparation of this Engineering Consultant’s Report, Burns & McDonnell completed assessments of the electric generating stations and the transmission and distribution system of the City’s Electric Division. Assessments involved interviews, observations, and review of fiscal year 2018 expenditures and fiscal year 2018 and 2019 budgets. In addition, an analysis of the balances of the Improvement and Extension Fund as well as other funds supporting the Electric Division was performed. Burns & McDonnell also reviewed the adequacy of revenues provided by current retail rates in relation to the requirements of the Resolution. Finally, a high-level assessment of the City’s insurance coverage related to the Electric Division was completed. Based on these reviews and assessments, it is the opinion of Burns & McDonnell that the Electric System is being operated and maintained, including replacements and upgrades as appropriate, in a manner that is consistent with current electric utility practices. In addition, the current retail rates have provided sufficient revenues to satisfy the debt service coverage requirement in the Resolution. Further, it is the opinion of Burns & McDonnell that the balances in the various reserve funds maintained by the City for the Electric Division are sufficient for their intended purposes. We appreciate the cooperation and assistance provided by the City and the Electric Division staff in the preparation of this report. We will be happy to discuss the report with you at your convenience. Sincerely, Burns & McDonnell Ted J. Kelly Principal & Senior Project Manager TJK/apc 9400 Ward Parkway \ Kansas City, MO 64114 O 816-333-9400 \ F 816-333-3690 \ burnsmcd.com

FY 2018 Engineering Consultant’s Report Table of Contents TABLE OF CONTENTS Page No. 1.0 EXECUTIVE SUMMARY ................................................................................... 1-1 1.1 Introduction .......................................................................................................... 1-1 1.2 Electric System Overview and Assessment ......................................................... 1-1 1.2.1 General Plant ......................................................................................... 1-2 1.2.2 Production Plant .................................................................................... 1-2 1.2.3 Transmission and Distribution Plant..................................................... 1-3 1.3 Financial Overview and Assessment ................................................................... 1-3 1.4 Conclusions .......................................................................................................... 1-5 2.0 INTRODUCTION ............................................................................................... 2-1 2.1 Purpose of Report ................................................................................................ 2-1 2.2 Organization ......................................................................................................... 2-2 3.0 ELECTRIC SYSTEM OVERVIEW AND ASSESSMENT .................................. 3-1 3.1 Electric System Overview.................................................................................... 3-1 3.1.1 Production Plant .................................................................................... 3-2 3.1.2 Transmission and Distribution Plant..................................................... 3-2 3.1.3 General Plant ......................................................................................... 3-2 3.2 Production Plant Assessment ............................................................................... 3-3 3.2.1 Production Plant Operations ................................................................. 3-3 3.2.2 McKee Run Condition Assessment ...................................................... 3-8 3.2.3 VanSant Condition Assessment .......................................................... 3-11 3.2.4 Production Plant Conclusion............................................................... 3-13 3.3 Transmission and Distribution Plant Assessment .............................................. 3-13 3.3.1 Transmission and Distribution Plant Operations ................................ 3-13 3.3.2 Transmission and Distribution Plant Condition Assessment .............. 3-16 3.3.3 Transmission and Distribution Plant Conclusion ............................... 3-17 4.0 FINANCIAL OVERVIEW AND ASSESSMENT................................................. 4-1 4.1 Required Revenue ................................................................................................ 4-1 4.2 Electric Rates ....................................................................................................... 4-1 4.3 Operating Results ................................................................................................. 4-2 4.3.1 Adequacy of Electric Rates ................................................................... 4-6 4.4 Status of Revenue Bonds ..................................................................................... 4-7 4.5 Insurance .............................................................................................................. 4-9 4.6 Operating and Reserve Accounts ....................................................................... 4-10 4.6.1 Electric Revenue Fund ........................................................................ 4-11 4.6.2 Electric Improvement and Extension Fund......................................... 4-12 5.0 CONCLUSIONS ................................................................................................ 5-1 City of Dover, Delaware TOC-1 Burns & McDonnell

FY 2018 Engineering Consultant’s Report Table of Contents LIST OF TABLES Page No. Table 3-1: Year-End Plant in Service ...................................................................................... 3-1 Table 3-2: FY 2018 Generating Plant Operating Statistics ..................................................... 3-5 Table 3-3: Fiscal Year 2018 On-going/Planned Capital Expenditures.................................... 3-8 Table 4-1: Annual Sales and Customer Accounts ................................................................... 4-3 Table 4-2: Annual Revenues and Sales Ratios ........................................................................ 4-4 Table 4-3: Revenue Margins and Unaccounted for Energy .................................................... 4-5 Table 4-4: Comparative Statement of Revenues, Expense, ..................................................... 4-6 Table 4-5: Debt Service Coverage ........................................................................................... 4-7 Table 4-6: Debt Service Schedule of Electric Revenue Bonds................................................ 4-8 Table 4-7: Schedule of Insurance Coverage in Effect ........................................................... 4-10 Table 4-8: Reserve Account Activity and Balances .............................................................. 4-13 City of Dover, Delaware TOC-2 Burns & McDonnell

FY 2018 Engineering Consultant’s Report Table of Contents LIST OF FIGURES Page No. Figure 2-1: Electric Division Overall Structure ........................................................................ 2-2 Figure 2-2: Administration Section ........................................................................................... 2-3 Figure 2-3: Electric Engineering Section .................................................................................. 2-4 Figure 2-4: Electric Transmission & Distribution Section ....................................................... 2-4 City of Dover, Delaware TOC-3 Burns & McDonnell

FY 2018 Engineering Consultant’s Report List of Abbreviations LIST OF ABBREVIATIONS Abbreviation Term/Phrase/Name Act Securities Exchange Act of 1934 Burns & McDonnell Burns & McDonnell Engineering Company, Inc. City City of Dover, Delaware DCS distributed control system EDQP Employee Development and Qualification Program EIA U.S. Energy Information Administration FY Fiscal Year GWh gigawatt-hour I&E Fund Electric Improvement & Extension Fund kV kilovolt kW kilowatt kWh kilowatt-hour LAN local area network McKee Run McKee Run Generating Station MW megawatt MWh megawatt-hour NAES North American Energy Services Corporation NERC North American Electric Reliability Corporation NRG NRG Energy Center Ohm standard unit of electrical resistance PJM Pennsylvania New Jersey Maryland Interconnection Report 2018 Engineering Consultant’s Report on the Operation and Maintenance of the Electric System City of Dover, Delaware i Burns & McDonnell

FY 2018 Engineering Consultant’s Report List of Abbreviations Resolution Resolution Authorizing and Securing Electric Revenue Bonds, adopted December 23, 1985 VanSant VanSant Generating Station TEA The Energy Authority, Inc. City of Dover, Delaware ii Burns & McDonnell

FY 2018 Engineering Consultant’s Report Statement of Limitations STATEMENT OF LIMITATIONS In preparation of the Annual Engineering Consultant’s Report on the Operation and Maintenance of the Electric System for the fiscal year (FY) ended 2018 (the Report), Burns & McDonnell relied upon information provided by the City of Dover, Delaware (the City). The information included various analyses, computer-generated information and reports, audited financial reports, and other financial and statistical information, as well as other documents such as operating budgets and current retail electric rate schedules. While Burns & McDonnell has no reason to believe that the information provided, and upon which Burns & McDonnell has relied, is inaccurate or incomplete in any material respect, Burns & McDonnell has not independently verified such information and cannot guarantee its accuracy or completeness. In addition, Burns & McDonnell has used the information provided to make certain assumptions with respect to conditions that may exist in the future. While Burns & McDonnell believes the assumptions made are reasonable for the purposes of the Report, it makes no representation that the conditions assumed will occur. Burns & McDonnell Engineering Co., Inc. is not acting as a “municipal advisor” for the City of Dover, Delaware within the meaning of Section 15B of the Securities Exchange Act of 1934, as amended (the “Act”) and do not owe a fiduciary duty to the City pursuant to the Act with respect to the information and material contained in this Study and our communications. City of Dover, Delaware iii Burns & McDonnell

1.0 – EXECUTIVE SUMMARY

FY 2018 Engineering Consultant’s Report Executive Summary 1.0 EXECUTIVE SUMMARY 1.1 Introduction The Fiscal Year 2018 Engineering Consultant’s Report on the Operation and Maintenance of the Electric System (Report) has been prepared in compliance with the requirements of the City of Dover, Delaware Resolution Authorizing and Securing Electric Revenue Bonds, adopted December 23, 1985 (Resolution). Burns & McDonnell was retained as the Engineering Consultant by the City of Dover, Delaware (City) to complete an inspection of the Electric System and prepare a report on findings. The Resolution requires that the Engineering Consultant complete the following: “The City covenants that it will cause the Engineering Consultants employed under the provisions of Section 705 of this Resolution . . . to make an inspection of the Electric System at least once each fiscal year and . . . to submit to the City Manager a report setting forth (a) their findings whether the properties of the Electric System have been maintained in good repair, working order and condition and whether they have been operated efficiently and economically and (b) their recommendation as to (i) the proper maintenance, repair and condition of the Electric System during the ensuing fiscal year and an estimate of the appropriations which should be made for such purposes, (ii) the insurance to be carried under the provisions of Article VII of this Resolution, (iii) the amount that should be deposited during the ensuing fiscal year to the credit of the Improvement and Extension Fund for the purposes set forth in Section 510 of this Article, (iv) the extensions, improvements, renewals and replacements which should be made during the ensuing fiscal year, and (v) any necessary or advisable revisions of the electric rates.” This is the fourteenth annual Engineering Consultant’s Report prepared for the City by Burns & McDonnell. 1.2 Electric System Overview and Assessment The City of Dover Electric Division served a monthly average of 25,011 accounts in fiscal year 2018, approximately 20,545 of which were residential customers. Five Electric Division customers take service from the 69-kV transmission system. These customers include the Dover Air Force Base, Kraft, Proctor City of Dover, Delaware 1-1 Burns & McDonnell

FY 2018 Engineering Consultant’s Report Executive Summary & Gamble, White Oak Solar and NRG Energy Center (NRG). NRG is an exempt wholesale generator that sells power that must be transmitted through the City’s transmission system to third party purchasers. When the NRG plant is not operational, the Electric Division provides power for the plant site. 1.2.1 General Plant General plant facilities consist primarily of Electric Division administrative and operations facilities and pollution control related equipment on McKee Run Generating Station (McKee Run) and VanSant Generating Station (VanSant). Other types of general plant include office furniture and equipment, transportation and power-operated equipment, and communication equipment. Effective July 1, 2011, the City entered into an Energy Management Agreement with The Energy Authority, Inc. (TEA) to assist the City with its energy procurement, energy sale, purchase of fuels, establishment and management of risk policies, and the development and management of hedging protocols and related energy procurement challenges. Headquartered in Jacksonville, Florida, TEA is a public power-owned, non-profit corporation that serves as an energy manager. As a national portfolio management company, TEA evaluates challenges, manages risks and executes solution for client systems. 1.2.2 Production Plant The City owns two generating plants, the McKee Run and VanSant generating stations. McKee Run consists of one steam turbine generating units with a total capacity of 102 megawatts (MW). VanSant is a 39 MW simple-cycle combustion turbine unit. NAES Corporation operates the generating plants. The agreement between the City and NAES Corporation has been in effect since July 1, 2006. The various systems and components of the generating plants reviewed by the Engineering Consultant are listed below: Major Equipment • Steam turbines/generators • Boilers and auxiliaries • Station cooling water systems • Fuel handling systems • Water treatment systems • Station electrical systems • Station control systems • General facilities City of Dover, Delaware 1-2 Burns & McDonnell

FY 2018 Engineering Consultant’s Report Executive Summary Management and Organization • Safety • Training • Staffing Based on statements and information provided by the City, as well as the observations and reviews performed, it is the Engineering Consultant’s opinion that the City’s power generation facilities are being operated and maintained consistent with generally accepted electric utility practice in the United States. In general, the performance, operation, maintenance, staff, planning, and training aspects for the McKee Run and VanSant were found to be above average. Specifically, the generation facilities have demonstrated an appropriate level of availability despite the dispatching of the units primarily for peak demand. 1.2.3 Transmission and Distribution Plant The transmission and distribution network includes 43.07 miles of overhead transmission lines, 0.12 miles of underground transmission lines, 179.14 miles of overhead distribution lines and 291.40 miles of underground distribution lines. Five Electric Division customers take primary service from the 69-kV transmission system. The following list includes areas of the transmission and distribution system that were considered and reviewed. • System reliability • Power quality • Operations and maintenance • Design standards and specifications • Transmission and distribution improvements It is the Engineering Consultant’s opinion that the design, construction, operation, and maintenance of the City’s electric transmission and distribution system and the associated facilities are consistent with current generally accepted electric utility standards. In recent years, the City has made several appropriate upgrades and improvements which the Engineering Consultant has observed while conducting the reviews and assessments to complete the annual reports. 1.3 Financial Overview and Assessment The level of revenues required from the retail electric rates for the Electric Division were determined through the analysis of the financial results and net income or net margins for FY 2018. The Resolution requires that the Electric Division maintain a debt service coverage ratio of 1.25. City of Dover, Delaware 1-3 Burns & McDonnell

FY 2018 Engineering Consultant’s Report Executive Summary Customers of the Electric Division of the City were charged for the electric service received based on the City’s rate schedules and contracts that were in place in FY 2018. A comprehensive cost-of-service and rate design study was completed in 2018 to examine revenue requirements and revenue generation. Specifically, the 2018 rate study was conducted to address the total cost of providing electric services, the allocation of the various customer classes, and design rates to safeguard the financial integrity of the utility. The findings of the study recommended a system wide decrease in user charge revenues of 5.3 percent. Total energy sales increased from 745 GWh in FY 2017 to 750 GWh in FY 2018. Total revenue from sales to electric customers in FY 2018 was $82.7 million, representing an increase of $650,000 from FY 2017. In FY 2018, the average revenue per kWh for residential customers was 12.89 cents and the system-wide average price was 11.01 cents per kWh. The Electric Division’s largest cost in providing electric service to its customers is the wholesale cost of power purchased from the Pennsylvania New Jersey Maryland Interconnection (PJM) marketplace through its energy manager, TEA. From FY 2017 to FY 2018, the cost of power increased from $43.6 million to $47.2 million. Net income was a positive $11.2 million in FY 2017 and decreased to a net income of $1.5 million in FY 2018. The net income decrease in FY 2018 was due to an increase in total operating and non-operating expenses such as higher power supply costs, retiree health care, and distribution to customers. Following is an excerpt from Section 502(c) of the Resolution. “(c) The total amount of the Revenues of the Electric System during the preceding fiscal year shall have been not less than the total of the following: The Current Expenses of the Electric System during the current fiscal years shown by the Annual Budget . . . for such fiscal year, and One hundred twenty-five percent (125%) of the maximum amount of the Principal and Interest Requirements for any fiscal year thereafter on account of all bonds then Outstanding under the provisions of this Resolution.” The Resolution requires that annual revenues of the Electric Division be no less than the total current expenses plus 125 percent of the greatest remaining annual debt service. The Electric Division achieved debt service coverage ratios for FY 2016, FY 2017, and FY 2018 of 8.04, 17.46, and 10.97 respectively. City of Dover, Delaware 1-4 Burns & McDonnell

FY 2018 Engineering Consultant’s Report Executive Summary Therefore, the revenues generated by the current electric rates have been sufficient to meet the applicable covenant of the Resolution. The City maintains a comprehensive insurance program to cover varying types of liabilities, as well as significant losses related to various Electric Division properties. It is the opinion of Burns & McDonnell as Engineering Consultant, and not as insurance counselor, the insurance in full force and affect appears to satisfy the requirements of Section 706 of the Resolution. The City established the Electric Revenue Fund and the Electric Improvement & Extension (I&E) Fund to make money available for specific purposes when they are needed. The following is a list of these funds’ respective cash accounts: Electric Revenue Fund • Insurance Reserve Account • Contingency Reserve Account • Electric Rate Stabilization Reserve Account • Interest and Sinking Account Electric Improvement and Extension Fund • Depreciation Reserve Account • Future Capacity Reserve Account The Engineering Consultant reviewed activity information on the accounts listed above and found that the balances in those accounts as of June 30, 2018, were consistent with the required or target balances. 1.4 Conclusions Based on the reviews and assessments completed, it is the opinion of Burns & McDonnell that: 1. The City’s power generation facilities are being operated and maintained consistent with accepted electric utility practice in the United States. 2. The design, construction, operation, and maintenance of the City's electric transmission and distribution system and associated facilities are consistent with generally accepted electric utility standards. The system has been upgraded to improve operation, reliability, and service quality to customers. City of Dover, Delaware 1-5 Burns & McDonnell

FY 2018 Engineering Consultant’s Report Executive Summary 3. The Electric Division capital projects included in the City’s Capital Investment Plan and the FY 2019 Operating Budget are necessary and should provide improved reliability and power quality for the Electric System. 4. The balances as of June 30, 2018, for the various reserve funds maintained by the City for the Electric Division appear to be sufficient for their defined purposes. 5. The insurance coverage in full force and affect as maintained by the City related to the various assets of the Electric Division appears to satisfy the requirements of Section 706 of the Resolution. 6. The electric revenues generated by the City’s current retail rates are more than sufficient to fulfill the debt service coverage requirement defined in Section 502(c) of the Resolution. City of Dover, Delaware 1-6 Burns & McDonnell

2.0 – INTRODUCTION

FY 2018 Engineering Consultant’s Report Introduction 2.0 INTRODUCTION The City of Dover, Delaware (City) operates a municipally-owned electric utility system that served 25,011 customers, excluding lighting, within the City and surrounding areas at the end of FY 2018. The 68 square-mile service area of the electric utility is in central Delaware; with the City, itself located approximately 70 miles south of Philadelphia, Pennsylvania. 2.1 Purpose of Report This FY 2018 Annual Engineering Consultant’s Report (Report) has been prepared in compliance with the requirements adopted December 23, 1985 of the City of Dover Electric Bond Resolution (Resolution). Burns & McDonnell was retained by the City as the Engineering Consultant defined in Section 705 of the Resolution, as follows. “The City covenants that it will, for the purpose of performing and carrying out the duties imposed on the Engineering Consultants under the provisions of this Resolution, employ an independent engineer or engineering firm or corporation having a nationwide and favorable repute for skill and experience in such work.” The required scope of the Report is described in Section 504 of the Resolution, as follows. “The City covenants that it will cause the Engineering Consultants employed under the provisions of Section 705 of this Resolution . . . to make an inspection of the Electric System at least once each fiscal year and . . . to submit to the City Manager a report setting forth (a) their findings whether the properties of the Electric System have been maintained in good repair, working order and condition and whether they have been operated efficiently and economically and (b) their recommendation as to (vi) the proper maintenance, repair and condition of the Electric System during the ensuing fiscal year and an estimate of the appropriations which should be made for such purposes, (vii) the insurance to be carried under the provisions of Article VII of this Resolution, (viii) the amount that should be deposited during the ensuing fiscal year to the credit of the Improvement and Extension Fund for the purposes set forth in Section 510 of this Article, (ix) the extensions, improvements, renewals and replacements which should be made during the ensuing fiscal year, and (x) any necessary or advisable revisions of the electric rates.” City of Dover, Delaware 2-1 Burns & McDonnell

FY 2018 Engineering Consultant’s Report Introduction 2.2 Organization The Electric Utility Director is responsible for the overall management of the Electric Utility Division. The Electric Utility Director position for the Electric Division was filled in 2018 as Jim Robinson was hired by the City. The Electric Director oversees the day-to-day operations of the Electric Division and manages the Division’s staff. The Director also provides oversight of the production plant budget, monitors the contracts of the energy coordinator and the power generation operator/manager, and is responsible for North American Energy Services Corporation (NAES Corporation) contracts and oversight. The Electric Division is currently organized as shown in Figure 2.1. Figure 2-1: Electric Division Overall Structure Administration Section – Administration provides the overall management of the Electric Division’s Engineering and Transmission & Distribution Sections. This section performs all planning and budgeting, monitors all construction projects, administers all power supply and generating station operations agreements, and coordinates with customer service and public relations for the Electric Division. Electric Engineering Section – Electric Engineering provides design, specifications, construction management, and project inspection for all capital investment projects of the Electric Division. This City of Dover, Delaware 2-2 Burns & McDonnell

FY 2018 Engineering Consultant’s Report Introduction section also develops and maintains maps, plans, and specifications, as well as engineering standards for construction and maintenance of the Electric System. The group formerly known as the System Operations Section has been reorganized as part of the Electric Engineering Section. This group is responsible for the operation of a 24/7 system operations control center and is comprised of the System Operators Crew Leader and the Operators. Transmission & Distribution Section – Transmission & Distribution constructs, operates, and maintains the overhead and underground electric systems and fiber optic communication facilities. This section installs and maintains all electric metering, as well as street and security lighting. This section also investigates and resolves customers’ power supply problems and oversees the work of tree trimming contractors. Figures 2-2 through 2-4 provide organizational charts illustrating the staffing hierarchies of the various sections in the Electric Division. The number of individuals in each position is indicated as appropriate. Electric Division staff totaled 45 at the time this report was issued. Figure 2-2: Administration Section Administration Account Clerk II (1) Administrative Assistant (1) City of Dover, Delaware 2-3 Burns & McDonnell

FY 2018 Engineering Consultant’s Report Introduction Figure 2-3: Electric Engineering Section Engineering Services & System Operations Supervisor (1) Electrical Substation Tech Electric Engineering Systems Ops. Engineer I Crew Leader Draftsman III Crew Leader Crew Leader (2) (1) (1) (1) (1) Engineering Systems Substation Tech I Substation Tech II SCADA Tech Fieldworker Operator II (1) (2) (1) (2) (4) Figure 2-4: Electric Transmission & Distribution Section Electric Transmission & Distribution Line Crew Superintendent (1) Electric Meter T&D Engineering Lineman Crew Groundworker Tech Crew Leader Coordinator Leader 1st Class. (2) /Foreman (1) (3) (1) Electric Meter Lineman 1st Class Lineman 2nd Class Lineman 3rd Class Electric Meter Tech II Tech I (8) (5) (2) (1) (1) The subsequent sections of the Report provide a discussion of the required reviews and inspections conducted pursuant to Section 504 of the Resolution. Section 3.0 describes the assessment of the Electric System and its condition. Section 4.0 presents the financial results for the Electric Division, including an analysis of the adequacy of revenues provided by the electric rates. Section 5.0 summarizes the conclusions of Burns & McDonnell regarding the operation and maintenance of the Dover Electric System. City of Dover, Delaware 2-4 Burns & McDonnell

FY 2018 Engineering Consultant’s Report Introduction Based on the system assessment completed last year, it is proposed that the Electric Division be organized into four separate operating sections. Descriptions of the proposed Electric Division sections are provided below. Administration – This group provides the overall administration to the Electric Division. It oversees the electric generating plants’ operation and maintenance contract and the power supply management agreement. The Administration group is taking point in preparation of the City for the pending small cell wireless telecommunications equipment on the Division’s poles and leading the implementation of recommendations of the Electric Utility Benchmarking Assessment issued in June 2018. Engineering – This group provides engineering expertise to design, map, oversee the proper installation and integrity of the City's electric infrastructure and to provide specifications to internal staff, contractors, and developers in a timely and professional manner. These are the “faces” of the Division as they serve as liaisons between developers, construction managers and tenants during the design and construction process. Engineering is presently leading a comprehensive assessment of the system’s 15 electric substations, a multi-year program designed to maintain system reliability through equipment upgrades and a robust preventive maintenance program. Transmission & Distribution – This group constructs, operates and maintains the electric transmission and distribution system of the City along with adjacent towns and Kent County areas. This is done in accordance with recognized prudent utility practices; which will result in the reduction of power interruptions and ensure the safe and reliable operation of the electric system. The coming years will bring a conversion of the City’s roadway lights to LED and installing advanced metering infrastructure (AMI) which will enhance customer billing and provide an outage management system to assist in more timely identification and efficient restoration of power. System Operations – This group monitors the operations of the Division’s transmission and distribution system on a 24/7 basis, utilizing an up-to-date SCADA (supervisory control and data acquisition) system. It coordinates the Division’s response to unplanned electric power outages, facilitates planned outages and records the activity. It also monitors the City’s key water and wastewater pumping stations and dispatches Public Works crews as needed. City of Dover, Delaware 2-5 Burns & McDonnell

3.0 – ELECTRIC SYSTEM OVERVIEW AND ASSESSMENT

FY 2018 Engineering Consultant’s Report Electric System Overview and Assessment 3.0 ELECTRIC SYSTEM OVERVIEW AND ASSESSMENT 3.1 Electric System Overview The Electric System owned by the City primarily consists of a production plant, transmission plant, distribution plant, general plant facilities, and construction work in progress. Table 3-1 displays the year- end balances of the various plant components for FY 2016 through FY 2018. Table 3-1: Year-End Plant in Service FY 2016 FY 2017 FY 2018 Capital assets, not being depreciated Land $ 1,458,066 $ 1,458,066 $ 1,458,066 Construction in progress 2,265,262 1,926,837 3,003,311 Total capital assets, non-depreciable $ 3,723,328 $ 3,384,903 $ 4,461,377 Capital assets, being depreciated: [1] Buildings $ 14,480,088 $ 14,480,088 Vehicles and Equiptment 28,007,915 28,266,103 Transformers, Meters, T&D & Fiber Optic 63,034,454 63,908,180 SS, Switch Yards, Switchgears 36,140,486 36,550,989 Boiler, Turbo Generators, Cap Int - VS 37,325,396 39,122,189 Other (Streets, EST, Swr Lines, Wells, Eng & 7,662,501 7,662,501 Total capital assets, being depreciated $ 188,320,777 $ 186,650,840 $ 189,990,050 Less accumulated depreciation for: [1] Buildings $ (9,949,503) $ (10,314,516) Vehicles and Equiptment (22,833,249) (23,422,828) Transformers, Meters, T&D & Fiber Optic (33,735,766) (35,499,747) SS, Switch Yards, Switchgears (13,659,290) (14,627,704) Boiler, Turbo Generators, Cap Int - VS (23,352,034) (24,204,794) Other (Streets, EST, Swr Lines, Wells, Eng & (5,936,915) (6,108,865) Total accumulated depreciation $ (108,366,795) $ (109,466,757) $ (114,178,454) Total capital assets, being depreciated, net 79,953,982 77,184,083 75,811,596 Total capital assets, net $ 83,677,310 $ 80,568,986 $ 80,272,973 [1] In FY 2017 the City modified the details pertaining to Capital Assets. FY 2016 details are not available. In FY 2018, the Electric System experienced an increase in the annual system peak demand and an increase in annual energy sales from the previous year. The Electric System experienced its peak at 4 p.m. on July 13, 2017 of 162.874 MW; an increase of approximately eight percent from the previous year. For the year 2018, 750 GWh of energy were sold; an increase of nearly 0.7 percent from the preceding year. The Electric Division projects energy sales in FY 2019 to total 754 GWh 1, which is a slight increase to energy sales from 2018. The Electric Division expects annual energy sales to remain at current levels for the near term. 1 754 GWh was the projected load forecasted in the Electric Rate Study completed by NewGen Strategies & Solutions in 2018 City of Dover, Delaware 3-1 Burns & McDonnell

FY 2018 Engineering Consultant’s Report Electric System Overview and Assessment 3.1.1 Production Plant The City owns two plants, the McKee Run and VanSant generating stations. McKee Run currently consists of one steam turbine generating unit with a capacity of 39 megawatts (MW). Generating Unit 1 and Unit 2 from McKee Run stations were retired in June 2017. VanSant is a 39-MW simple-cycle combustion turbine unit. NAES Corporation operates the generating plants. The organizational structure of NAES has changed based on the city’s request and general operating requirements. The agreement between the City and NAES Corporation has been in effect since July 1, 2006. The Engineering Consultant’s observations regarding the generating stations and units are described later in this section of the Report. Effective July 1, 2011, the City entered into an Energy Management Agreement with The Energy Authority, Inc. (TEA) to manage the sales associated with the production plants; the Electric Division’s first contract with TEA. TEA also assists the City with its energy procurement, energy sales, purchase of fuels, establishment and management of risk policies, the development and management of hedging protocols and related energy procurement challenges. 3.1.2 Transmission and Distribution Plant The transmission and distribution network includes 43.07 miles of overhead transmission lines, 0.12 miles of underground transmission lines, 179.14 miles of overhead distribution lines and 291.40 miles of underground distribution lines. The Electric Division provides primary service to several customers directly from the 69-kV transmission system. These customers include the Dover Air Force Base, Kraft, Proctor & Gamble, White Oak Solar and NRG Energy Center (NRG). NRG is an exempt wholesale generator that sells power that must be transmitted through the City’s transmission system to third party purchasers. When the NRG plant is not operating, the Electric Division provides power for the plant site. The Electric Division has two contracts for providing transmission service through the Electric System. The Electric Division provides transmission service to NRG for the output of its 16 MW electric generator. The Electric Division also has a point-to-point contract for the output of an NRG Combustion Turbine which ties directly to the Kent Substation and is not part of the Dover transmission system. 3.1.3 General Plant The general plant category consists primarily of Electric Division administrative and operations facilities, and pollution control-related equipment at McKee Run and VanSant. The agreement with NAES Corporation stipulates NAES Corporation manage the operation and maintenance of the facilities while the City funds all replacements and upgrades required for maintaining the capability of the two generating City of Dover, Delaware 3-2 Burns & McDonnell

FY 2018 Engineering Consultant’s Report Electric System Overview and Assessment stations. The City is also responsible for the costs of compliance with new regulations promulgated. Other types of items included in the general plant category include office furniture and equipment, computer- related equipment, transportation and power-operated equipment, and communication equipment. Burns & McDonnell did not specifically assess the items in the general plant category for this Report. 3.2 Production Plant Assessment Burns & McDonnell made observations and conducted assessments of the Electric System assets in support of the development of this annual Engineering Consultant’s Report. On February 8, 2019, Mr. Ted Kelly of Burns & McDonnell met with representatives of NAES Corporation to discuss the condition of the McKee Run and VanSant generating stations. Mr. Stacy Johnson, Plant Manager, coordinated the visit. The findings of Burns & McDonnell from the assessment of the City’s production plant assets are documented herein. 3.2.1 Production Plant Operations McKee Run consists of three units. Units 1 and 2 were originally coal-fired units, which began operations in 1961 and 1962, respectively. In 1972, these units were converted to burn No. 6 fuel oil. Units 1 and 2 were retired in June 2017. Unit 3 began operations in 1975 and was designed to fire No. 6 fuel oil and natural gas. Unit 3 has a rated capacity of 102 MW. Work was completed in previous years that allowed all three units at McKee Run to burn No. 2 fuel oil to reduce pollution from the plant. The necessary upgrades and new equipment were installed allowing each of the units to burn both natural gas and No. 2 fuel oil. VanSant consists of a simple cycle combustion turbine with a rated capacity of 39 MW. This unit commenced operation in 1991. An inlet fogging system was installed in the spring of 2015 and capacity testing performed in June 2015 proved a 4 MW increase in unit capacity. VanSant remains unmanned, except when it is dispatched into service. On the occasions when the unit is dispatched, it can be started remotely then personnel from McKee Run travel to VanSant to check on the unit and operate until the unit dispatch is released by PJM. The restore remote start capability allows the unit start time to be reduced to 15 minutes, whereas when personnel are required to get to the unit execute the start, 1 hour is required for starting time. 3.2.1.1 Management and Organization Station management is well organized and knowledgeable. Personnel take a logical approach to the operation and maintenance of the generation facilities. Mr. Stacy Johnson is the plant manager. The management/leadership team consists of eight positions including Mr. Johnson’s position. The City of Dover, Delaware 3-3 Burns & McDonnell

FY 2018 Engineering Consultant’s Report Electric System Overview and Assessment Maintenance Manager, Plant Administrator, Operations Manager, Business Manager, and Compliance Coordinator, all report directly to Mr. Johnson. The Plant Engineer oversees and assists with plant operations and engineering compliance. He works closely with the Maintenance Manager and Operations Managers to ensure all plant parameters are observed and equipment can be operated per the OEM operating procedures. He provides engineering review for plant modifications and the management of change program. When fully staffed, each operations team consists of an operations supervisor and three operators working 12-hour rotating shifts. The maintenance team consists of a supervisor and five employees per shift, working eight-hour shifts. The operations and maintenance hourly personnel are all union employees. The relationship between the union and management was reported to be excellent. McKee Run is currently at a staff level of 23 employees. 3.2.1.2 Major Equipment Operations and Maintenance In general, the generation facilities appear to have been properly operated and maintained, and in good condition as evidenced by the high availability of the units. The generation facilities are dispatched sparingly and operate primarily as peaking units. As such, the individual units incur a low annual capacity factor. Table 3-2 summarizes the major FY 2018 operating statistics. City of Dover, Delaware 3-4 Burns & McDonnell

FY 2018 Engineering Consultant’s Report Electric System Overview and Assessment Table 3-2: FY 2018 Generating Plant Operating Statistics Rated Net Capacity - Production - Net Capacity Net Heat Rate Number of Unit MW kWh Factor Btu/kWh Starts VanSant 39 4,513,616 1.32% 15.368 48 McKee Run Unit 1 - - - - - Unit 2 - - - - - Unit 3 102 22,242,029 2.49% 11.620 30 Total 141 26,755,645 2.17% 14.114 78 Forced Outage Operating Availability Unit Hours Hours Service Factor Factor VanSant 52.5 130.0 1.48% 96.25% McKee Run Unit 1 - - - - Unit 2 - - - - Unit 3 - 354.7 4.05% 86.14% Total 52.5 484.6 5.53% 91.2% The large amount of time that units are not operating allows for maintenance and repair of the units. Thus, the FY 2018 overall equivalent availability factor for the generation facilities averaged 91.2 percent. Low net capacity factors are offset by PJM capacity credits and spot market energy. In FY 2018, $10.1 million of PJM capacity credits and spot market energy helped to partially cover the purchased capacity costs. PJM capacity credits to offset portions of system capacity costs in FY 2019 and beyond are expected but will likely decline. If the credits decline significantly or go away, strong consideration should be given to retiring Unit 3 at McKee Run. This is subject to change in the future. 3.2.1.3 O&M Management System Maintenance activities are organized, planned, and managed by the Maintenance Manager. Using MP2tm by CMMS Data Group, a computer-based management system. All three major categories of maintenance activities (corrective, preventative, and predictive) are electronically managed by MP2tm. The City is getting better use of the system and is improving on their outstanding work orders, reducing from approximately 400 to close to 100 open work orders during 2017. The improvement has continued into FY 2019, with 49 outstanding work orders in December of 2018. City of Dover, Delaware 3-5 Burns & McDonnell

FY 2018 Engineering Consultant’s Report Electric System Overview and Assessment For corrective maintenance activities, any station operator or mechanic can enter a work order into the system at any terminal on the Station local area network (LAN). A supervisor reviews the request, turns it into a work order, and assigns a priority per a predetermined categorization. The work order is planned, parts are ordered, and then the work order is assigned to an operator or maintenance technician for completion once the material has been received. This system is also used to manage and track preventative maintenance activities that follow a schedule. Changing filters and turning on and off heat tracing are examples of preventative maintenance. Predictive maintenance activities practiced include oil analyses, vibration testing, and infrared surveys. Portable vibration testing equipment is used at the Stations to improve the frequency of and capabilities to trouble- shoot rotating equipment. This technology allows personnel to identify problems and take corrective actions before equipment failure can occur. In FY 2016, the City started or planned several general upkeep items at the plants as well as initiated several larger items. Since FY 2016, the plant was winterized to keep the temperature above 40 degrees Fahrenheit to shorten the time to reach full capacity. The power plant also reinstated the remote start capability of the VanSant unit to allow quicker dispatch time, improve PJM’s dispatch of the combustion turbine and earn better revenue ultimately to comply with market requirements and the PJM Capacity Performance program. 3.2.1.4 Safety “Safety First” is an overall theme and attitude of the Electric Division. Near-miss incidents are documented, reviewed, and corrective follow-up actions are taken as required with an employee-run safety committee actively in place. This committee conducts monthly safety meetings, completes safety equipment inspections, and defines and implements tasks to improve safety in all areas. Members of the safety committee complete periodic visual inspections of employee work activities utilizing an observation checklist to detail their findings. Recorded observations are discussed, and infractions corrected. Safety is the first topic discussed at all meetings at the generating plant, prior to the start of each meeting a “safety moment” is discussed, before the morning management meeting and at the beginning of each shift turnover. An indoctrination video emphasizing safety is shown to all visitors when entering the Station. For FY 2018 there were no lost time accidents so the updated lost time accident rate for the City of Dover generation plant is zero. The Plant Manager has made a strong commitment to improving the safety City of Dover, Delaware 3-6 Burns & McDonnell

FY 2018 Engineering Consultant’s Report Electric System Overview and Assessment culture to reduce or eliminate recordable accidents at the sites through a NAES Safe approach and focus of all employees. The last recordable incident at the plant was on April 16, 2015. 3.2.1.5 Training The required annual OSHA compliance training is completed and documented for each employee. A formal two-day employee orientation program is required for all new employees. This orientation covers a multitude of subjects from employee benefits to a review of the various Station operating manuals. For operator training, the Employee Development and Qualification Program (EDQP) was established prior to 2002. EDQP is a formal program for training operators to progressively advance to positions with additional responsibilities. The training program is a combination of a self-paced and instructor-led learning. In addition to the above programs, cross training of various disciplines also occurs. An example of cross training would be plant operators training with maintenance staff. NAES has replaced the EDQP program with the standard NAES Training Manual, it is made up of qualification levels more applicable to the specific technology operated at the City of Dover utility. NAES implemented the current training manual qualifications procedure in 2015 an all new employees are being trained per this training program. As current employees complete their existing EDQP qualification level they are shifted in to the NAES TMP Manual program. Plant staff receive environmental and safety training online via the GPi Learning website. The training includes tutorials and exams to ensure comprehension of the subject matter. Plant manuals, meetings, and lessons learned offer additional safety training topics. The plant staff also performs safety stand downs based on industry events, lessons learned and best practices that occur in other NAES operated facilities and the industry at large. Plant staff continues to receive appropriate operator certification training for the Pennsylvania New Jersey Maryland Interconnection (PJM) market. This training will continue in the future and is funded by the City to ensure their operators are knowledgeable and conform to the PJM required operator directions when required. The plant also performs, plans, and schedules continuing education training on a regular basis for certified PJM plant operators. Non-certified operators are also encouraged to attend this training to help them prepare for operator certification which is an expectation of all operators by their 18 months’ anniversary at the generation plants. City of Dover, Delaware 3-7 Burns & McDonnell

FY 2018 Engineering Consultant’s Report Electric System Overview and Assessment 3.2.1.6 Capital Improvements The following table describes 2018 fiscal year on-going and planned Capital Expenditures for the system. The table is organized into three categories, completed and on-going planned improvements to the City’s assets: Table 3-3: Fiscal Year 2018 On-going/Planned Capital Expenditures Transmission & Distribution Switchgear Replacements $ 56,135 Transformer Replacement 22,396 Replacing Underground Cable 21,257 Meter Tests 58,214 UG Transformers 224,637 UG Conductors 321,576 Switchgear Replacement 373,835 Subtotal Electric Transmission Division $ 1,078,050 Production VanSant Remote Start $ 44,440 ID Fan Inlet Expansion 14,859 Boiler Clip Installation 68,562 Replacements 116,020 VanSant Unit 11 Major Overhaul 1,796,793 Subtotal Electric Generation Division $ 2,040,674 Electric Engineering Lighting Project $ 25,066 Distribution Upgrades 223,686 Installation of Distribution Capacitors & Controls 16,039 Subtotal Electric Engineering Division $ 264,791 Total Planned Capital Investment Projects $ 3,383,515 [1] Data from "Electric Capital Improvments 2018.xls" provided by City of Dover Finance Department. 3.2.2 McKee Run Condition Assessment The following is a summary of the condition assessment of major equipment at McKee Run as presented by the NAES corporation staff. Units 1 and 2 were decommissioned in 2017; therefore, major maintenance and capital projects are no longer occurring for these units. XL Insurance completes inspections of the Electric Division production facilities on an annual basis. After each inspection, the insurance provider issues a report detailing its risk reduction recommendations. City of Dover, Delaware 3-8 Burns & McDonnell

FY 2018 Engineering Consultant’s Report Electric System Overview and Assessment 3.2.2.1 Steam Turbines/Generators The steam turbines and generators for VanSant was reported to be in satisfactory condition with no major problems. Unit 3 had a routine scheduled outage which was completed during September and October of 2018. During this scheduled outage the Unit’s vacuum pumps were replaced. During the spring 2014 outage, Unit 3 was dismantled and inspected. Erosion was detected in some places and steps were taken to mitigate. The unit experienced the same vibration issues that were historical on the unit during the startup process after the spring outage. The contractor was dissatisfied with the unit operation and the unit had a rub. The decision was made to go back into the unit and found that the turbine end packing housing was misaligned 0.05-inch in the turbine casing and corrected the problem by having the gland box machined for proper alignment and proper gland packing operation without the “rub”. The rotor growth was causing the packing to “rub” and wear. Post work testing of the unit after the gland packing box machining revealed that the vibration issue was resolved. The rotor would grow without rubbing and the vibration issue was resolved. Unit 3 goes through routine annual outages, and in 2019 will have a valve inspection done on the turbine. Scheduled outages in 2018 have occurred on Unit 3 and on VanSant; one being in the spring and one in the fall. 3.2.2.2 Boilers and Auxiliaries Boiler inspections are conducted every year on each of the boilers. The annual inspections typically include the inspection and cleaning of the major boiler components, including the mud and steam drums, the forced draft and induced draft fans, the wind box, condenser water box, condenser tubes, hot well, air preheater components, and safety valves. No adverse conditions, controls, or operational concerns were reported during the last outage at Unit 3. During that outage the neutralization pit liner was replaced, new insulation and lagging was installed on the high-energy piping, and leaking tubes were replaced all on Unit 3. Additionally, a grating and cover were added. An ultrasonic examination of the Unit 3 boiler tubes has been planned and budgeted for during a scheduled outage in 2019. 3.2.2.3 Station Cooling Water Systems The Station has cooling water system serving Unit 3. A significant Unit 3 cooling tower project was completed in CY 2014. This project included the change out of several columns in the tower, work on the hot deck, and balancing of water flow. The cooling water systems are reported to be sufficiently sized and City of Dover, Delaware 3-9 Burns & McDonnell

FY 2018 Engineering Consultant’s Report Electric System Overview and Assessment in satisfactory condition. Work was completed at the end of April 2017 to reroute where the water is flowing in from to improve existing water mix. 3.2.2.4 Fuel Handling Systems Natural gas is delivered to the Station for Unit 3 via a 10-inch pipeline. The 4-inch pipeline that delivered natural gas for Unit 1 and Unit 2 is still in place. No. 2 fuel oil is delivered to the Station by truck and unloaded into tanks. Forwarding pumps deliver the fuel oil to each of the units. No major fuel projects were reported to be completed in FY 2018, but they inspect and replaced fuel hoses as needed. 3.2.2.5 Water Treatment/Steam Purity Quality control parameters for boiler feed-water, internal boiler water, cooling tower water, and steam purity are checked at a minimum of twice per day when systems are operating. Results are recorded and graphically compared to control limits. Adjustments are then made as required. Boiler feed water is treated city water (well water from the City) using a regenerative ion resin demineralizer system, along with deaeration for oxygen control. Boiler 3 uses a balanced trisodium phosphate and disodium phosphate within a narrow pH range. A deep-bored water well was installed to provide water in addition to the City supplied water. City water has a high chlorine level which may exceed the Station permitted limits. By combining City water with the well water, the chlorine levels can be maintained at the permitted limits. Water for cooling tower makeup is also obtained from City water. The primary control parameter is silica concentration. Blow down is adjusted as required to maintain control. The City received an industrial waste water permit from Kent County to be able to discharge cooling water to the sewer system. No major water treatment issues were reported at the time of this Report. Steam purity is not continuously monitored. Samples are taken at least twice daily and tested for pH, conductivity, and silica. There have not been any problems with steam purity. Annual inspections of the boiler drums and separation internals have verified that these systems are intact and operating properly. In FY 2018, the station did not experience any internal corrosion related failures, steam path deposits, or excessive condenser fouling. Condor Technologies provides water treatment consulting services and chemicals. Representatives visit the Station periodically to review test data and check chemical usage rates. No major issues were reported at the time of this Report. 3.2.2.6 Station Electrical Systems Overall, Station electrical systems and transformers are in satisfactory condition. A condition assessment of the generation facilities’ transformers was conducted in 2014 by TJ/H2b Analytical Services. Oil inspections and analyses were conducted. The inspector recommended that normal operation continue for City of Dover, Delaware 3-10 Burns & McDonnell

FY 2018 Engineering Consultant’s Report Electric System Overview and Assessment all the transformers at the plant; however, heating was indicated at two of the transformers. The City has a contract with an environmental consultant to check each substation for oil leaks and to provide instruction on cleaning up in the event of an oil spill. Oil sampling is now completed twice per year on the generator step-up transformers (GSUs). Based on the 2012 XL Insurance annual inspection, there are still no sprinkler protection or blast walls for GSU’s 1-3. All plant transformers are examined annually, and an oil analysis was completed in early 2018 on these transformers. 3.2.2.7 Station Control Systems Unit 3 controls are a distributed control system (DCS). In general, the station control systems are in satisfactory condition. All relays have recently been inspected at both McKee Run and VanSant for North American Electric Reliability Corporation, PJM Interconnection and Mid-Atlantic Area Council compliance. The electro hydraulic control system was modified to become a primary/primary system in 2013. No additional control upgrades or issues to report for FY 2018. 3.2.2.8 General Facilities No major projects or improvements were completed to the General Facilities in FY 2018. Similarly, no major improvements were made to the General Facilities in 2018 other than installing building heaters and routine maintenance and repairs. In FY 2016, the Unit 3 stack was completely relined. A nitrogen generator was installed on Unit 3 to keep nitrogen on the boiler at all times; this eliminated the need to buy bottled nitrogen. The plant is also getting ready to add a conditioner to the system. In general, the station facilities appeared clean and well maintained during the site visit. 3.2.3 VanSant Condition Assessment The following is a summary of the condition assessment of major equipment at VanSant as presented by the NAES corporation staff. Burns & McDonnell made no internal assessments of equipment during the facility tour. In general, the unit is operated infrequently, but is well maintained. The VanSant unit has the capability of black starts. The unit does have remote start capability as the upgrade was completed in FY 2017. The Title V permit requires that the station be manned within 15 minutes of starting the unit and when the unit is operating. An operator travels to the site and performs a twice daily walk down of the unit with a checklist of items to review and the walk down results are logged. In FY 2016 sections of the plenum were changed out, stack repairs were completed, and preparations were started for the major outage overhaul which occurred in 2018. City of Dover, Delaware 3-11 Burns & McDonnell

FY 2018 Engineering Consultant’s Report Electric System Overview and Assessment The hanger inspection program is being implemented to lower the likelihood of major unexpected issues. The plant is also installing an accelerated unit startup (AUS) system to allow turbines to start up in a lower temperature and pressure environment to reduce hot and cold startup times. During the time of Mr. Kelly’s site visit in 2018, VanSant’s CO2 fire suppression system was being replaced with a water mist suppression system. XL Insurance completes inspections of the Electric Division production facilities on an annual basis. After each inspection, the insurance provider issues a report detailing its risk reduction recommendations. The lone recommendation for VanSant following the FY 2012 inspection addressed safety. XL Insurance recommended the installation of gas detection equipment at the plant. A gas detection system has been installed. The gas detectors will activate the fire suppression system and alarm to the central control system. No other major repairs or upgrades were made at VanSant in FY 2013. No new recommendations were made in 2015. However, 2015 oil sample analysis of VanSant turbine was rated marginal due to high particle count. During the spring outage in 2016 the unit is scheduled to have the lube oil sump cleaned and inspected by Total Lubrication and inspected which resolved the high particulate count. Inlet fogging was added in FY 2015 and is enclosed by the shed on site. A capital project was completed on the exhaust stack and the D1 water tank was cleaned in FY 2014. NAES Instrument, Control and Electrical (IC&E) Technicians completed four recommended General Electric Technical Information Letters (TIL) projects for VanSant Unit 11 in the spring 2014 outage as shown below: 1. Annual TIL 1004-2R1 (IGV’s and first stage corrosion/pitting inspection) 2. Annual TIL 1068-2R1 (IGV’s bushing inspection) 3. Annual TIL 1132-2 (IGV thrust washer corrosion inspection) Spring 2014 inspections indicated normal wear on the unit and minor maintenance was completed. During the fall 2014 outage, several minor projects were identified and will be completed at the time of the next major project on the unit. No issues were reported. Every five years, the fuel tanks are inspected for rust and corrosion for leak prevention. The scheduled inspection was completed in June 2015. PM Tasks were developed in the CMMS to perform 5-year inspection next due in 2020 and a 15-year API 653 Ultrasonic shell inspection in 2030. The exhaust plenum work was completed in FY 2016. A weekly diesel start is performed at the site to improve starting reliability of the diesel starting engine. A unit full speed 30-minute no-load test is City of Dover, Delaware 3-12 Burns & McDonnell

FY 2018 Engineering Consultant’s Report Electric System Overview and Assessment performed once a month for starting reliability improvements and training purposes, and 26 hours per year has been allocated for the testing of the unit which have little impact on the allowable operating hours (432) under the VanSant Title V diesel engine annual operation. 3.2.4 Production Plant Conclusion Based on statements and information provided, as well as the observations and reviews performed, it is the opinion of Burns & McDonnell that the City’s power generation facilities are being operated and maintained consistent with accepted electric utility practice in the United States. In general, the performance, operation, maintenance, staff, planning, and training aspects for the McKee Run and VanSant stations were found to be above average. Specifically, the generation facilities have demonstrated necessary availability despite the dispatching of the units primarily for peak demand. 3.3 Transmission and Distribution Plant Assessment On February 7, 2019, Mr. Ted Kelly visited the City to collect information and to observe the City transmission and distribution system, as operated and maintained by the Electric Division. Mr. Paul Waddell provided information related to the transmission and distribution system. Mr. Waddell also assisted with a tour of the electric transmission and distribution system. Pictures taken of the substations during the inspections are provided separate from this report. 3.3.1 Transmission and Distribution Plant Operations The Electric Division distributes power to its customers by a network of transmission lines, distribution substations, and distribution lines. The transmission lines are rated at 69 kV and are connected to fourteen distribution substations located throughout the service area. The distribution substations reduce the power from transmission voltages to the primary distribution voltages of 12 kV to facilitate distribution of electric power to customers. 3.3.1.1 Operations and Maintenance The Electric Division has a SCADA system that is monitored continuously for any problems that may arise in the Electric System. The main control room has two system operator desks and a large screen where system operating information is displayed. System operators can monitor the Electric System operation, such as voltage levels, current flows, etc. and make necessary adjustments as problems arise. The systems operators have received some PJM training, but are not required to be certified as Delmarva Power is the controlling agency. City of Dover, Delaware 3-13 Burns & McDonnell

FY 2018 Engineering Consultant’s Report Electric System Overview and Assessment Loading on substation transformers used for an emergency, a switching operation, or maintenance is limited to 120 percent of the rated capacity, followed by a twelve-hour cool-down period. The Electric Division has eight-line crews and two ground workers to work on the system. Four crews are responsible for overhead lines, four crews are responsible for underground lines, and one crew is responsible for maintenance. The primary responsibilities of the eight-line crews are installation of new service connections and construction of new lines. The trouble crew maintains the street lights, repairs underground services and is the first responder to outages. Tree trimming is contracted out and is no longer performed by the Electrical Division; however, performance of the contractor is monitored by the Line Crew Superintendent. The Substation/Relay Maintenance Division is responsible for operation and maintenance of the substations and associated equipment. Visual inspections of substations, associated equipment, trip counter checks and battery systems checks are performed regularly. The Substation/Relay Maintenance Division is also responsible for contractor oversight during annual transformer condition assessments including annual oil testing. TJ/H2b Analytical Services completed the annual transformer condition assessments in February 2011. No abnormal gas was indicated and since the oil condition was within acceptable parameters, TJ/H2b recommended the continuation of normal operation. The City has a contract with an environmental consultant to check each substation for oil leaks and to provide instruction on cleaning up in the event of an oil spill. The City contracts with an outside firm to inspect and chemically treat each wood pole in the Electric System every ten years. This is accomplished by awarding a five-year contract to spread out the expenses. Pole treatments were completed in May of 2013. Dover treated and inspected over 760 poles during 2013, of which, only one pole was rejected resulting in a 99.9 percent pass rate. 3.3.1.2 Design Standards and Specifications The Electric Division designs the transmission and distribution circuits and some substation upgrades in conformance with national safety standards. Other substation and transmission design is contracted to Pike Electric, Inc. The underground distribution design utilizes road or alley front access construction. This design means the electrical equipment, such as transformers and underground cable, are installed beside the road instead of behind houses or buildings. The advantage of front access construction is the accessibility for maintenance and repairs to cable and electric equipment. The underground cables are installed in City of Dover, Delaware 3-14 Burns & McDonnell

FY 2018 Engineering Consultant’s Report Electric System Overview and Assessment polymerized vinyl chloride pipe for added protection and for easy cable replacement. The Electric Division installs jacketed, concentric cable that is rated at 15 kV, with 133 percent ethylene propylene rubber insulation. The standard overhead distribution design utilizes a flat construction with a single cross-arm and insulators on 45-foot class 2 poles. Typically, all electrical equipment locations have ground rods installed with measured readings of 25 ohms or less. The substation design is generally a low-profile rigid bus design. The circuit breakers are SF6 gas-filled and the relays are microprocessor based with SCADA control and monitoring. 3.3.1.3 System Reliability The Electric Division provides for reliability of its distribution system by configuring most its distribution circuits in primary open loop arrangements, improving existing circuits, and installing adequate substation transformer capacity. Normal transformer and line loading are limited to provide enough margin to convey firm power requirements during an emergency or a switching operation, or for maintenance. 3.3.1.4 Power Quality The Electric Division does not have any significant power quality problems. The overall power factor for the Electric System is 99.9 percent. Power transformers are equipped with load tap changers that regulate bus voltages at the distribution substations. Distribution transformers are equipped with no-load taps to make voltage adjustments. There are capacitors and voltage regulators on the Electric System that control voltage and vars on the portion of the system furthest away from the current source and generation. The system operators monitor the power factor closely and turn on capacitors or adjust the generation to compensate for low power factors. 3.3.1.5 Safety Mr. Waddell reported to Burns & McDonnell the Electric Division had no lost time in FY 2018. No incidents or details were provided for this report. 3.3.1.6 Capital Improvements The following describes planned improvements to the City’s transmission and distribution assets: Planned (through FY 2024) • Town Point Development / Distribution Feeders City of Dover, Delaware 3-15 Burns & McDonnell

FY 2018 Engineering Consultant’s Report Electric System Overview and Assessment • Distribution Capacitors and Controls • Lighting Project and Rehabilitation • Advanced Metering Infrastructure (AMI) • College Road Substation Consolidation • DAFB/ Lebanon/ Danner Substation Consolidation • Clearview Meadows Tie Point • Substation Component Upgrade • Transmission Line Maintenance Program • New Developments • Crossarm / Cutout Replacement • Substation Battery Replacement • Fault Indicators • 2008 Dodge Avenger • 2008 Ford Escape • Freightliner Bucket 85’ • Chevrolet Dump Truck • International Bucket 40’ • International Bucket Material Handler 37’ • Terex Backhoe • International Bucket Material Handler 50’ • Mini Excavator 3.3.2 Transmission and Distribution Plant Condition Assessment The transmission and distribution system assessment included drive-by observations of a sample of the transmission circuits and distribution circuits. Each of the fourteen substations listed below physically observed during the tour. • Cartanza Substation • College Road Substation • Danner Farm Substation • Division Street Substation – Plan to expand in the future • Dover Downs Substation • Frazier Substation City of Dover, Delaware 3-16 Burns & McDonnell

FY 2018 Engineering Consultant’s Report Electric System Overview and Assessment • General Scott Substation (North Street) • Horsepond Substation • Lebanon Substation • Mayfair Substation • McKee Substation • Mid-City Substation • St. Joan’s Substation • VanSant Substation In general, the substations appeared to be in acceptable operating conditions. All battery sets in the system substations are less than ten years of age. The City has replaced switchgear throughout the system and now has all SEL equipment. Mr. Paul Waddell provided a tour of the substations with Ted Kelly on February 7th, 2019. Mr. Kelly also toured portions of the system on his own on February 7th. The General Scott Substation has relatively new breakers, and the 12-kV switchgear and controls were upgraded in FY 2016. Horsepond Substation was rebuilt and included a three breaker 69-kV system for the 69-kV bus and the substation logic was reprogrammed. At the Cartanza Substation, Delmarva has expanded their side of the substation. In the Lebanon Substation work on the capacitor bank has been completed. Maintenance requirement for battery testing has been completed for NERC requirements. The City has recently completed the process of replacing conductor throughout the entire 69-kV system. In addition, the City has invested heavily in its undergrounding program to increase system reliability. Moving forward, the system will continue to be converted from overhead to underground distribution, but this process has slowed to allow for further evaluation. 3.3.3 Transmission and Distribution Plant Conclusion It is the opinion of Burns & McDonnell that the design, construction, operation and maintenance of the City’s electric transmission and distribution system and the associated facilities are consistent with current generally accepted electric utility standards. In completing Annual Engineering Consultant’s Reports over the past several years, Burns & McDonnell has observed that the City has made appropriate system upgrades and improvements. The City and the Electric Division are proactive in preventative maintenance and expansion of the Electric System before problems arise. City of Dover, Delaware 3-17 Burns & McDonnell

4.0 – FINANCIAL OVERVIEW AND ASSESSMENT

FY 2018 Engineering Consultant’s Report Financial Overview and Assessment 4.0 FINANCIAL OVERVIEW AND ASSESSMENT A review of the financial results of the Electric System for the fiscal year ended June 30, 2018, is provided herein. 4.1 Required Revenue The level of revenues required from the retail electric rates for the Electric Division was determined through the analysis of the financial results and net income or net margins for the most recent fiscal year. The City of Dover, Delaware Resolution Authorizing and Securing Electric Revenue Bonds, adopted December 23, 1985 requires that the Electric Division maintain a debt service coverage ratio of 1.25. The following is an excerpt from Section 502(c) of the resolution. “(c) The total amount of the Revenues of the Electric System during the preceding fiscal year shall have been not less than the total of the following: (3) The Current Expenses of the Electric System during the current fiscal years shown by the Annual Budget . . . for such fiscal year, and (4) One hundred twenty-five percent (125%) of the maximum amount of the Principal and Interest Requirements for any fiscal year thereafter on account of all bonds then Outstanding under the provisions of this Resolution. The City further covenants that, from time to time and as often as it shall appear necessary, it will adjust the electric rates as may be necessary or proper so that the revenues of the Electric System in each fiscal year will not be less than the total of the amounts set forth in subdivision (c) of this section.” 4.2 Electric Rates Customers of the Electric Division are charged for the electric service based on rate schedules, tariffs, or contracts that reflect the costs to the Electric Division of providing that service. For purposes of setting electric rates, customers with similar load and service characteristics should be placed in the same rate classification. A comprehensive cost-of-service and rate design study was completed in early 2018. The City retained NewGen Strategies and Solutions, LLC (NewGen) to develop the cost of service (COS) and proposed rate design study. This study was completed in April 2018. Specifically, the 2018 rate study was conducted to City of Dover, Delaware 4-1 Burns & McDonnell

FY 2018 Engineering Consultant’s Report Financial Overview and Assessment address the total cost of providing electric services, the allocation of the various customer classes, and design rates to safeguard the financial integrity of the utility Electric rates are approved by Council on an annual basis. The current rate classes are listed below. • Residential • Small Commercial (1 Phase, 3 Phase, 1 Phase Heating, Church, and Municipal) • Medium Commercial (1 Phase & 3 Phase) • Large Commercial (3 Phase with Reactive Metering) • Primary • Transmission • Outdoor Development Lighting • Private Outdoor Lighting 4.3 Operating Results Table 4-1 presents a summary of the annual energy sales, the average monthly number of customer accounts, and the annual average kilowatt-hour (kWh) energy per customer of the Electric Division for FY 2016 through FY 2018. Annual energy sales were 750 GWh in FY 2018, an increase of nearly 1 percent from FY 2017. Energy sales amounted to 745 GWh in FY 2017, a 4.45 percent increase from FY 2016. City of Dover, Delaware 4-2 Burns & McDonnell

FY 2018 Engineering Consultant’s Report Financial Overview and Assessment Table 4-1: Annual Sales and Customer Accounts FY 2016 FY 2017 FY 2018 Energy Sales (kWh) Residential 196,547,288 204,891,414 206,940,393 Commercial 229,661,253 231,591,209 233,604,248 Primary 163,450,257 186,453,387 182,840,006 Transmission 115,555,834 114,078,319 118,621,027 Outdoor Lighting 8,190,700 8,119,000 8,200,200 Total Energy Sales 713,405,332 745,133,329 750,205,874 Average Number of Monthly Customers (accounts) Residential 20,060 20,155 20,545 Commercial 3,282 3,424 3,577 Primary 37 37 36 Transmission 5 5 5 Outdoor Lighting 823 836 848 Total Customers Accounts 24,207 24,457 25,011 Energy Usage Per Customer (kWh/cust./yr.) Residential 9,798 10,166 10,073 Commercial 69,976 67,638 65,307 Primary 4,417,575 5,039,281 5,078,889 Transmission 23,111,167 22,815,664 23,724,205 Outdoor Lighting 9,950 9,717 9,670 Average Usage Per Customer 29,471 30,468 29,995 Table 4-2 presents revenues from sales, revenue per kWh ratios, and average revenue per customer ratios for each revenue classification. Total revenue from sales to electric customers in FY 2018 was $82.7 million, representing an increase of $650,000, or 0.8 percent from FY 2017. Total revenue from sales to electric customers includes utility tax revenue. In FY 2018, the average rate revenue per kWh for residential customers was 12.89 cents and the total average rate revenue was 11.01 cents per kWh. The 2018 national average retail prices of electricity to ultimate customers, as published by the US Energy Information Administration (EIA), were 12.47 and 10.27 cents per kWh for residential customers and across all sectors, respectively. 2 For a state-wide comparison, the EIA summarized the Delaware 2018 average monthly utility-level retail sales of 2 US Energy Information Administration. Electric Power Monthly, Table 5.6.A. Average Price of Electricity to Ultimate Customers by End-Use Sector. Release Date: February 27, 2019. https://www.eia.gov/electricity/monthly/epm_table_grapher City of Dover, Delaware 4-3 Burns & McDonnell

FY 2018 Engineering Consultant’s Report Financial Overview and Assessment electricity and associated revenue per kWh to be 12.27 cents per kWh for residential customers and 10.65 cents per kWh across all sectors. 3 Table 4-2: Annual Revenues and Sales Ratios FY 2016 FY 2017 FY 2018 Revenue Residential $ 25,383,163 $ 26,356,096 $ 26,664,707 Commercial 26,779,261 27,080,923 27,464,877 Primary 16,109,597 17,881,660 17,479,345 Transmission 9,695,272 9,416,429 9,885,427 Outdoor Lighting 1,187,345 1,211,087 1,255,094 Total Revenue $ 79,154,638 $ 81,946,194 $ 82,749,450 Revenue/kWh Residential $ 0.1291 $ 0.1286 $ 0.1289 Commercial 0.1166 0.1169 0.1176 Primary 0.0986 0.0959 0.0956 Transmission 0.0839 0.0825 0.0833 Outdoor Lighting 0.1450 0.1492 0.1531 Total Revenue/kWh $ 0.1110 $ 0.1100 $ 0.1103 Revenue Per Customer Residential $ 1,265 $ 1,308 $ 1,298 Commercial 8,159 7,909 7,678 Primary 435,395 483,288 485,537 Transmission 1,939,054 1,883,286 1,977,085 Outdoor Lighting 1,442 1,450 1,480 Average Revenue Per Customer $ 3,270 $ 3,351 $ 3,309 The Electric Division’s largest cost in providing electric service to its customers in FY 2018 was the wholesale cost of power. The Electric Division purchased power from the PJM Interconnection marketplace through its Energy Manager, TEA. The cost of non-generated power includes energy and demand costs, power supply management expense, PJM charges and credits, generation fuels cost, and capacity charges and credits. The significance of power supply cost to the Electric Division is illustrated in Table 4-3. The top portion of the Table shows net operating revenue as the difference between total revenues generated by the rates and the cost of power supply. 4 The ratios of power supply cost to sales revenues were calculated for FY 3 US Energy Information Administration. Electric Power Monthly, Table 5.6.A. Average Price of Electricity to Ultimate Customers by End-Use Sector. Release Date: March 24, 2017. https://www.eia.gov/electricity/monthly/epm_table_grapher 4 For the purposes of this Report, the phrase “Power Supply” refers to the sum of the costs of power purchased and power generated. This includes plant costs and the cost of fuel. Power Supply also includes any expenses in the CIP. Fund that are not capital expenses. The phrase “Purchased Power” refers only to the cost of power purchased from the market and other directly associated costs. City of Dover, Delaware 4-4 Burns & McDonnell

FY 2018 Engineering Consultant’s Report Financial Overview and Assessment 2016 through FY 2018. As illustrated, the Electric Division’s power supply cost as a percentage of rate revenue slightly increased from 53.2 percent in FY 2017 to 57.2 percent in FY 2018. Table 4-3: Revenue Margins and Unaccounted for Energy FY 2016 FY 2017 FY 2018 Net Revenue Margins ($) Sales Revenues $ 79,154,638 $ 81,946,194 $ 82,749,450 Power Supply 42,643,023 43,554,438 47,221,198 Net Revenue Margin $ 36,511,615 $ 38,391,756 $ 35,528,252 Net Revenue Ratio 53.9% 53.2% 57.1% Unaccounted for Energy (kWh) Power Supply 740,871,000 773,550,000 775,661,000 Energy Sales 713,405,332 745,133,329 750,205,874 Unaccounted for Energy (Losses) 27,465,668 28,416,671 25,455,126 Percentage 3.7% 3.7% 3.3% Table 4-3 also illustrates the ratio of the amount of energy purchased and delivered to the electric system to total energy sales. This relationship identifies the level of unaccounted for energy in the Electric System. This unaccounted-for energy may include energy that was unmetered, metered inaccurately, stolen, lost, PJM transmission line losses, local system line/transformer losses, etc. The bottom portion of Table 4-3 presents these comparisons for the Electric Division for FY 2016 through FY 2018. As shown, the percentage ratio of the unaccounted-for energy to the total energy purchased for FY 2018 was 3.3 percent. This is a slight decrease from 3.7 percent in FY 2017. In previous Annual Engineering Consultant’s Reports, Outdoor Lighting energy was recorded as losses. In this report, Outdoor Lighting customer accounts, energy sales, and revenues were recorded as a separate rate class. The impact this modification has on this Financial Overview and Assessment is most pronounced on the Table 4-3 Unaccounted for Energy analysis, as losses are shown to have increased from corresponding years in previous reports. Table 4-4 presents a re-creation of the Electric Division’s Statement of Revenues, Expenses, and Changes in Unreserved Retained Earnings for the Electric Revenue Fund for FY 2016 through FY 2018. Net income decreased in FY 2018 to $1.5 million from $11.2 million in FY 2017. Increased expenses such as power supply, large increase in retiree health care costs, and distributions to customers are main reasons for the large swing in net income between 2017 and 2018. In FY 2018, the Electric Division distributed approximately $6.3 million to customers through a Power Cost Adjustment Credit to reflect the reduction in power supply costs. City of Dover, Delaware 4-5 Burns & McDonnell

FY 2018 Engineering Consultant’s Report Financial Overview and Assessment Table 4-4: Comparative Statement of Revenues, Expense, and Changes in Unreserved Retained Earnings FY 2016 FY 2017 FY 2018 Operating Revenues: Charges for Electric Service $ 79,154,638 $ 81,946,194 $ 82,749,450 Miscellaneous Services/Incomes 1,535,071 1,668,084 1,131,942 Total Operating Revenues $ 80,689,709 $ 83,614,278 $ 83,881,392 Operating Expenses: General Administration $ 5,171,249 $ 4,646,177 $ 5,957,816 Power Supply 42,643,023 43,554,438 47,221,198 Transmission/Distribution 3,309,236 2,983,697 2,559,819 Engineering 993,856 797,438 1,034,690 Metering 353,956 300,738 204,400 System Operations 579,622 435,112 542,032 Utility Tax 1,309,701 1,322,015 1,255,094 Depreciation 5,713,104 5,513,295 4,772,651 Retirees Pension - - - Retiree Health Care 57,700 709,300 1,820,300 Total Operating Expenses $ 60,131,447 $ 60,262,210 $ 65,368,000 Net Operating Income $ 20,558,262 $ 23,352,068 $ 18,513,392 Non-operating Revenues (Expenses) Interest Earned Operating Fund $ 156,949 $ 329,604 $ 353,782 Reserved Funds 500,140 476,090 650,956 Net Increase/(Decrease) in Fair Value of Investments 192,331 (505,069) (832,456) Interest and Fiscal Charges (922,704) (884,704) (848,204) Distribution to Customers - (1,845,936) (6,337,115) Gain/(Loss) on Sale of Assets 6,201 41,592 2,365 Total Non-operating Revenues(Expenses) $ (67,083) $ (2,388,423) $ (7,010,672) Net Income Before Operating Transfers $ 20,491,179 $ 20,963,645 $ 11,502,720 Operating Transfers - In 231,200 Operating Transfers - Out (13,262,183) (10,000,000) (10,000,000) Total Net Operating Transfers $ (13,262,183) $ (9,768,800) $ (10,000,000) Net Income $ 7,228,996 $ 11,194,845 $ 1,502,720 4.3.1 Adequacy of Electric Rates The City’s Bond Resolution requires annual revenues of the Electric Division be no less than the total current expenses plus 125 percent of the greatest remaining annual debt service. “Current expenses”, as defined in the Resolution, includes all expenses necessary to maintain and repair the Electric System, all administrative expenses, and engineering, legal or other consultant fees. Transfers to reserve accounts and special purpose funds, and allowances for depreciation are specifically excluded from “current expenses.” City of Dover, Delaware 4-6 Burns & McDonnell

FY 2018 Engineering Consultant’s Report Financial Overview and Assessment To determine if the City and the Electric Division have met this requirement, the net income shown in Table 4-4 was adjusted to include the interest on bonds, depreciation expense, and other non-cash income and expenses. Table 4-5 summarizes net income adjustments and the calculation of the revenues available for debt service for FY 2016 though FY 2018. Table 4-5: Debt Service Coverage FY 2016 FY 2017 FY 2018 Net Income $ 7,228,996 $ 11,194,845 $ 1,502,720 Plus Excluded Expenses: Operating Transfers - Out $ 13,262,183 $ 10,000,000 $ 10,000,000 Depreciation 5,713,104 5,513,295 4,772,651 Interest and Fiscal Charges 922,704 884,704 848,204 Gain/(Loss) on Sale of Assets (6,201) (41,592) (2,365) Less Excluded Income: Net Increase/(Decrease) in Fair Value of Investments (192,331) 505,069 832,456 Interest Earned - Reserve Funds (500,140) (476,090) (650,956) Revenues Available for Debt Service $ 26,428,315 $ 27,580,231 $ 17,302,710 Maximum Principal and Interest in Any Year $ 3,287,704 $ 1,579,704 $ 1,577,454 Debt Service Coverage 8.04 17.46 10.97 Minimum Required Debt Service Ratio 1.25 1.25 1.25 As Table 4-5 illustrates, the City and the Electric Division maintained a debt service coverage ratio each year that exceeded the required 125 percent plus current expenses. Therefore, the revenues generated by the current electric rates have been enough to meet the applicable covenants of the Resolution. Section 502 of the Resolution requires that the annual debt service used in evaluating the revenues is to be the maximum amount for any fiscal year thereafter. Table 4-6 presents the annual totals of principal and interest amounts due on bonds currently outstanding. The calculation of the debt service coverage ratio in Table 4-5 is based on the total maximum debt service expense in any fiscal year. The FY 2018 calculation was based on the total FY 2018 debt service expense of $1,577,454. 4.4 Status of Revenue Bonds At the end of FY 2015, the City had two series of outstanding electric revenue bonds that were issued pursuant to the Resolution. On July 1, 2008, the City issued $22,200,000 in Electric Revenue Bonds (2008 Bonds). The proceeds from the sale of the 2008 Bonds were used (i) to finance or reimburse the City for improvements to the City’s electric system; (ii) to fund a Debt Service Reserve Fund; and (iii) to pay the costs of issuance of the 2008 Bonds. City of Dover, Delaware 4-7 Burns & McDonnell

FY 2018 Engineering Consultant’s Report Financial Overview and Assessment On November 17, 2010, the City issued $8,810,000 of Electric Revenue Refunding Bonds (Series 2010). The proceeds from the sale of the Series 2010 Bonds were used (i) to refund the Series 2004 Bonds, and (ii) to pay the costs of issuance of the Series 2010 Bonds. The non-taxable Series 2010 Bonds received an underlying rating of Aa2 by Moody’s Investors Services and an underlying rating of A+ by Fitch Ratings. Table 4-6 illustrates the debt service schedule for outstanding debt of the electric division. The principal and interest and the annual total are shown for the bond series. On August 22, 2018, the City of Dover closed on a $15,700,000 Refunding Bond Issue (Series 2018). The proceeds of the sale of the Bonds are to be used (i) to refund on a current refunding basis, the Series 2008 Bonds, and (ii) the costs of issuing the Bonds. Table 4-6: Debt Service Schedule of Electric Revenue Bonds Outstanding Debt Service* Fiscal Total Debt Year Principal Interest Service 2019 $ 765,000 $ 770,661 $ 1,535,661 2020 650,000 629,450 1,279,450 2021 785,000 593,575 1,378,575 2022 820,000 553,450 1,373,450 2023 865,000 511,325 1,376,325 2024 910,000 466,950 1,376,950 2025 955,000 420,325 1,375,325 2026 1,005,000 371,325 1,376,325 2027 1,055,000 319,825 1,374,825 2028 1,110,000 265,700 1,375,700 2029 1,160,000 214,750 1,374,750 2030 1,200,000 173,550 1,373,550 2031 1,240,000 136,950 1,376,950 2032 1,275,000 99,225 1,374,225 2033 1,315,000 60,375 1,375,375 2034 1,355,000 20,325 1,375,325 Total $ 16,465,000 $ 5,607,761 $ 22,072,761 *Includes principal and interest payments made on July 1, 2018 and accrued interest through the redemption date of August 22, 2018 for the Series 2008 Bonds, and debt service on the Series 2018 Bonds. City of Dover, Delaware 4-8 Burns & McDonnell

FY 2018 Engineering Consultant’s Report Financial Overview and Assessment 4.5 Insurance The City maintains a comprehensive insurance program to insure against varying types of liabilities and significant losses related to various Electric Division properties. Section 706 of the Resolution reads: "The City covenants that it will maintain a practical insurance program, with reasonable terms, conditions, provisions and costs, which the City Manager determines, with the approval of the Engineering Consultants, will afford adequate protection against loss, including loss of Revenues, caused by damage to or destruction of the Electric System or any part thereof and also comprehensive public liability insurance on the Electric System for bodily injury and property damage in such amounts as may be approved by the Engineering Consultants.” Table 4-7 summarizes itemized insurance coverage procured by the City for the period July 1, 2017, through June 30, 2018. Burns & McDonnell has reviewed this list of insurance, and in the opinion of Burns & McDonnell, as Engineering Consultant and not as insurance counselor, the insurance in full force and affect appears to satisfy the requirements of Section 706 of the Resolution. City of Dover, Delaware 4-9 Burns & McDonnell

FY 2018 Engineering Consultant’s Report Financial Overview and Assessment Table 4-7: Schedule of Insurance Coverage in Effect July 1, 2017 - Policy #1 June 30, 2018 XL Insurance Company Coverage $50,000,000 per Occurance (50% Carrier Capacity Limit of $100,000,000) Coverages: 50% policy limit $ 50,000,000 Agreed Amount, Special Extra Expense 2,000,000 Errors & Omissions 2,000,000 Expediting Cost 1,000,000 Property in the Course of Construction 5,000,000 Earthquake 20,000,000 Flood 10,000,000 Debris Removal 2,500,000 Property in Transit 2,500,000 Demolition & Increase Cost of Construction 10,000,000 Policy #2 Ace American Insurance Company $50,000,000 per Occurance (50% Carrier Capacity Limit of $100,000,000) Coverages: $ 50,000,000 50% policy limit Agreed Amount, Special Extra Expense 2,000,000 Errors & Omissions 2,000,000 Expediting Cost 1,000,000 Property in the Course of Construction 5,000,000 Earthquake 20,000,000 Flood 10,000,000 Debris Removal 2,500,000 Property in Transit 2,500,000 Demolition & Increase Cost of Construction 10,000,000 4.6 Operating and Reserve Accounts The Electric Revenue Fund and the Electric Improvement & Extension (I&E) Fund are the City’s two funds devoted to the Electric Division. The funds are used to manage cash and transactions related to utility operations and capital expenditures, respectively. Each fund includes certain cash accounts established to make money available for specific purposes when they are needed. The accounts maintained within the Revenue and I&E Funds are listed herein. Electric Revenue Fund • Insurance Reserve Account • Contingency Reserve Account • Electric Rate Stabilization Reserve Account City of Dover, Delaware 4-10 Burns & McDonnell

FY 2018 Engineering Consultant’s Report Financial Overview and Assessment • Interest and Sinking Account Electric Improvement & Extension Fund • Depreciation Reserve Account • Future Capacity Reserve Account The following are descriptions of each Fund, their respective accounts and their purposes. 4.6.1 Electric Revenue Fund The Electric Revenue Fund was established in Section 503 of the Resolution. All revenues are to be deposited into the Electric Revenue Fund when received. Current expenses are to be paid and other accounts are to be maintained from the Electric Revenue Fund. Moneys are transferred from the Electric Revenue Fund to the Electric Rate Stabilization Reserve Account, the Interest and Sinking Account, the I&E Fund, the Depreciation Reserve Account, and the Future Capacity Reserve Account. 4.6.1.1 Insurance Reserve Account The Insurance Reserve Account was established by the City to fund insurance deductibles on the electric transmission and distribution system and the generating plants in the event of loss(es) covered by the City’s insurance policies. The reserve balance at the end of FY 2018 was $769,146. To reduce insurance premiums, the City raised the minimum reserve balance to $750,000. 4.6.1.2 Contingency Reserve Account The Contingency Reserve Account was established by the City in FY 2003 to provide for unplanned expenditures that may not be avoidable. The City’s Financial Policies require that a minimum balance be maintained in the Contingency Reserve Account of at least $750,000. The FY 2018 year-end balance was $876,251 which is equal to 1.04 percent of the FY 2018 revenues for the Electric Revenue Fund. 4.6.1.3 Electric Rate Stabilization Account The Electric Rate Stabilization Reserve Account was established in FY 2005 to offset the costs of the power cost adjustment to the customers of Dover. The account’s target balance is a minimum of 10.0 percent, not to exceed 20.0 percent, of purchase power cost in any given year. Any excess of this amount will be refunded to customers in future years by reducing the rate of the power cost adjustment. The account’s FY 2018 end-of-year balance was $16,024,104. City of Dover, Delaware 4-11 Burns & McDonnell

FY 2018 Engineering Consultant’s Report Financial Overview and Assessment 4.6.1.4 Interest and Sinking Account The Interest and Sinking Account was established in Section 507 of the Resolution. This account consists of two restricted accounts: The Bond Service account and the Reserve Account. The Bond Service Account is funded with equal monthly transfers from the Electric Revenue Fund such that the balance, as of each payment date for interest or for principal and interest, will be equal to the amount of the payment due. The payments of principal and interest due on bonds are made from the Bond Service Account. The Reserve Account is funded by transfers from the Electric Revenue Fund, as necessary, to maintain a balance equal to the maximum combined principal and interest for any future fiscal year through the life of all bonds then outstanding. Moneys in the Reserve Account are used for paying interest on and principal of bonds when the balance in the Bond Service Account is insufficient for making those payments. The total amount in the Restricted Accounts for the 2008 bond as of June 30, 2018, was $1,663,651. 4.6.2 Electric Improvement and Extension Fund The I&E Fund was established in Section 507 of the Resolution. Funds are transferred to the I&E Fund from the Electric Revenue Fund to the extent that the amount of funds available from the Electric Revenue Fund exceeds the total of the amounts required to be added to the Interest and Sinking Account. The I&E Fund also receives additional funding from the Depreciation Reserve Account, the Future Capacity Reserve Account, and from development receipts. Section 510 of the Resolution indicates that, except for certain situations, moneys held in the I&E Fund are to be used only for payment of costs of unusual maintenance or repairs, renewals or replacements, obtaining or replacing equipment, constructing extensions, additions, or improvements, and engineering expenses related to the foregoing activities. 4.6.2.1 Depreciation Reserve Account The Depreciation Reserve Account represents moneys that have been set aside for the sole purpose of funding renewals and replacements of the Electric System as components or equipment wear out, deteriorate, or otherwise become unsuitable for the intended purpose. Transfers from the Electric Revenue Fund and investment earnings are the only sources of additional moneys for the Depreciation Reserve Account. Transfers to the I&E Fund are made as necessary to fund capital projects. The target appropriation for the Depreciation Reserve Account each year is the excess of depreciation expense for the year over the amount of principal included in debt service payments made during the year. The reserve balance at the end of FY 2018 was $13,246,698. City of Dover, Delaware 4-12 Burns & McDonnell

FY 2018 Engineering Consultant’s Report Financial Overview and Assessment 4.6.2.2 Future Capacity Reserve Account The Future Capacity Reserve Account was established to set aside and accumulate funds from the Electric Revenue Fund for use in evaluating and pursuing activities related to the Electric Division’s alternatives for power supply resources for future demand for electricity. The target balance for this reserve is $10,000,000. The reserve balance at the end of FY 2018 was $13,404,040. Table 4-8 presents FY 2016 through FY 2018 year-end summaries of the activity within the cash accounts described above. The Insurance Reserve Account, the Contingency Reserve Account, the Electric Rate Stabilization Reserve Account, and the Interest and Sinking Account are accounts within the Electric Revenue Fund. The Depreciation Reserve Account and the Future Capacity Reserve Account are accounts within the I&E Fund. Table 4-8: Reserve Account Activity and Balances Insurance Contingency Electric Rate Bond Depreciation Future Reserve Reserve Stabilization Reserve Reserve Capacity Account Account Account Account Account Account Year Ended June 30, 2016 Balance in Account on July 1 $ 740,642 $ 822,677 $ 7,505,354 $ 3,562,746 $ 9,957,873 $ 10,107,899 Receipts Interest Earned 12,873 14,303 119,022 5,754 172,794 175,393 Appropriations 10,000 13,000 Total Funds Available $ 763,515 $ 849,980 $ 7,624,377 $ 3,568,500 $ 10,130,667 $ 10,283,292 Disbursements Debt Service Payments (1,940,320) Transfer to Capital Projects/Ops. (355,200) Balance in Account on June 30 $ 763,515 $ 849,980 $ 7,269,177 $ 1,628,180 $ 10,130,667 $ 10,283,292 Year Ended June 30, 2017 Balance in Account on July 1 $ 763,515 $ 849,980 $ 7,269,177 $ 1,628,180 $ 10,130,667 $ 10,283,292 Receipts Interest Earned 11,215 12,485 118,180 16,719 157,625 159,867 Appropriations - - 3,250,000 2,750,000 2,750,000 Total Funds Available $ 774,730 $ 862,465 $ 10,637,357 $ 1,644,899 $ 13,038,292 $ 13,193,158 Disbursements Debt Service Payments Transfer to Capital Projects/Ops. Balance in Account on June 30 $ 774,730 $ 862,465 $ 10,637,357 $ 1,644,899 $ 13,038,292 $ 13,193,158 Year Ended June 30, 2018 Balance in Account on July 1 $ 774,730 $ 862,465 $ 10,637,357 $ 1,644,899 $ 13,038,292 $ 13,193,158 Receipts Interest Earned 12,383 13,786 186,747 18,753 208,406 210,882 Appropriations (17,967) - 5,200,000 - - - Total Funds Available $ 769,146 $ 876,251 $ 16,024,104 $ 1,663,651 $ 13,246,698 $ 13,404,040 Disbursements Debt Service Payments Transfer to Capital Projects/Ops. Balance in Account on June 30 $ 769,146 $ 876,251 $ 16,024,104 $ 1,663,651 $ 13,246,698 $ 13,404,040 City of Dover, Delaware 4-13 Burns & McDonnell

FY 2018 Engineering Consultant’s Report Financial Overview and Assessment City of Dover, Delaware 4-14 Burns & McDonnell

5.0 – CONCLUSIONS

FY 2018 Engineering Consultant’s Report Conclusions 5.0 CONCLUSIONS In the preparation of this Engineering Consultant’s Report, Burns & McDonnell completed assessments of the electric generating stations and the transmission and distribution system of the City Electric Division. The investigations included interviews, observations, and reviews of FY 2018 expenditures and FY 2019 budgets. In addition, an analysis of the balances of the Improvement and Extension Fund and other funds benefiting the Electric Division was performed. Burns & McDonnell also reviewed the adequacy of the revenues provided by the current retail rates in relation to the requirements of the City of Dover, Delaware Resolution Authorizing and Securing Electric Revenue Bonds, adopted December 23, 1985. A high-level assessment of the City’s insurance coverage related to the Electric Division was also completed. Based on these reviews and assessments, it is Burns & McDonnell’s opinion that: 1. The City’s power generation facilities are being operated and maintained consistent with accepted electric utility practice in the United States. 2. The design, construction, operation, and maintenance of the City's electric transmission and distribution system and associated facilities are consistent with generally accepted electric utility standards. The system has been upgraded to improve operation, reliability, and service quality to customers. 3. The Electric Division capital projects included in the City’s Capital Investment Plan and the FY 2019 Operating Budget are necessary and should provide improved reliability and power quality for the Electric System. 4. The balances as of June 30, 2018, for the various reserve funds maintained by the City for the Electric Division appear to be sufficient for their defined purposes. 5. The insurance coverage in full force and affect as maintained by the City related to the various assets of the Electric Division appears to satisfy the requirements of Section 706 of the Resolution. 6. The electric revenues generated by the City’s current retail rates are more than sufficient to fulfill the debt service coverage requirement defined in Section 502(c) of the Resolution. City of Dover, Delaware 5-1 Burns & McDonnell

Burns & McDonnell World Headquarters 9400 Ward Parkway Kansas City, MO 64114 O 816-333-9400 F 816-333-3690 www.burnsmcd.com

BYLAWS OF DOWNTOWN DOVER PARTNERSHIP CORPORATION ARTICLE I Statement of purpose The purpose of this corporation is to promote the public welfare of the residents of the City of Dover, Delaware by promoting and furthering in any way, the development of the economic, cultural, and historic resources of the downtown area of the City of Dover, and to provide for the residents, to the extent that the common good and general welfare of the community is served. The goal of the corporation is to improve the opportunities for job creation, broaden the tax base through the development of the commercial and residential potential of the Central Dover area, and to maintain and restore the historic architectural and community qualities of the downtown area consistent with the goals of the National Main Street Program. The Downtown Dover Partnership (hereinafter “DDP”) shall focus its efforts within the area depicted on Schedule A, which may be changed from time to time, but only by a majority vote of Board members. ARTICLE II SECTION 1. Control. The entire and complete control of the corporation, including all powers contemplated or provided by the laws of Delaware for members of non-stock corporations, shall be vested in a Board of Directors. 1 Amended and approved by DDP board February 2019, pending final City review

SECTION 2. Board of Directors. The Board of Directors shall consist of seventeen (17) directors, appointed from two (2) categories. At least five (5) members of the Board of Directors must own a commercial property within the Business Improvement District or be a designee of such owners. 1. First Category. a. Five (5) individuals, either elected or appointed, from within the government of the City of Dover. These individuals shall include the City Manager, the City Planner, the Mayor, and two members of City Council, as appointed by City Council. b. One (1) individual from State Legislature or other representative. 2. Second Category. Eleven (11) individuals from the private sector with strong ties and commitment to revitalization of the downtown Dover area; these individuals should not now hold full-time elected or appointed public office. These individuals must include a resident of the downtown Dover area, a downtown business owner, a downtown retailer, a real estate professional whose practice includes the downtown Dover area, a professional services representative whose practice includes the downtown Dover area, a cultural arts representative, the chief executive officer of Bayhealth or his/her designee, the president of Wesley College or his/her designee and the Director of Kent County Tourism of his/her designee. Such 2 Amended and approved by DDP board February 2019, pending final City review

designees must hold senior positions within their respective organizations. Two other members must represent nonprofits, other organizations or individuals with a special interest in downtown. SECTION 3. Appointment and term of Office. Individuals from the City of Dover in the first category (1.a.) shall be nominated and confirmed by City Council. The individual from state legislature or other representative in the first category (1.b.) shall be nominated by the DDP Board President and confirmed by the DDP Board The individuals in the second category, other than the individuals representing Bayhealth, Wesley College, and the County Tourism office, will be nominated by an ad hoc nominating committee appointed annually by the DDP Board President, and confirmed by the DDP Board. Vacancies in this category will be nominated by the DDP Board President and confirmed by the DDP Board. Individuals in the second category shall serve a term of three (3) years. These members shall be eligible for re-appointment to the Board for one (1) additional three (3) year term. After two (2) consecutive terms, such an individual must remain off the Board for at least one (1) year. After such hiatus, an individual may be nominated to the Board again. The terms of members shall be staggered so that no more than four (4) positions shall be vacated in any one (1) year. 3 Amended and approved by DDP board February 2019, pending final City review

SECTION 4. Meetings. An annual meeting of the Board of Directors shall be held during the month June of each year at such time and place as may be designated by the Board of Directors. Special meetings shall be held at the written request of the president or any two (2) Directors of the Board. Directors shall be notified of all meetings at least seven (7) days prior to the date of the meeting. SECTION 5. Quorum. A majority of the members of the Board of Directors shall constitute a quorum to transact business at any meeting of the Board. All transactions exceeding $50,000 must be approved by a majority of Board members. No individual can be counted toward a quorum or vote by proxy, telephone or otherwise than in personal attendance. SECTION 6. Manner of Acting. The act of a majority of the Directors at a meeting at which a quorum is present shall be the act of the Board of Directors unless the act of a greater number is required by law or by these bylaws. SECTION 7. Compensation. Directors shall not receive any salaries for their services as Directors. SECTION 8. Attendance. Each DDP Board Member is expected to attend a majority of DDP Board Meetings throughout their tenure on the Board. Excessive absences shall be referred to the DDP President for consideration and further action, including removal. ARTICLE III 4 Amended and approved by DDP board February 2019, pending final City review

Membership Membership in this corporation shall be limited, at all times, to the members of the Board of Directors. ARTICLE IV Functions The Board shall conduct the business of the corporation, including, inter alia: 1. Hiring and firing the Executive Director; 2. Amending the bylaws of the corporation; 3. Determining the goals, general policies and physical strategy of the corporation; 4. Selecting projects and approving the overall budget of said projects; 5. Approving the administrative budget of the corporation at the Annual Meeting; 6. Approving the Annual Report of the corporation; 7. Approving the Annual Financial Statement of the corporation; and 8. Electing officers and filling vacancies in said offices as may occur from time to time during the year. 9. And such other business as the Board determines is appropriate. 5 Amended and approved by DDP board February 2019, pending final City review

ARTICLE V Officers SECTION 1. Officers. The officers of the corporation shall be a President, a Vice President, a Secretary, a Treasurer, and shall serve as the DDP Executive Committee. The officers shall perform such duties as described in this Article and shall receive no compensation for these stated services. SECTION 2. Election and Term of Office. The Officers of the corporation shall be elected annually by the Board of Director at the regular annual meeting of the Board of Directors. New offices may be created and filled at any meeting of the Board of Directors. Each officer shall hold office until his successor shall have been duly elected. SECTION 3. Removal. Any Officer elected or appointed by the Board of Directors may be removed by the Board of Directors whenever, in its judgment, the best interests of the corporation would be served thereby, but such removal shall be without prejudice to the contract rights, if any, of the Officer so removed. SECTION 4. Vacancies. A vacancy in any office because of death, resignation, removal, disqualification or otherwise, may be filled by the Board of Directors for the unexpired portion of the term. SECTION 5. President. The President shall: 1. Call all regular meetings of the Board; 2. Preside at all meetings of the Board; 6 Amended and approved by DDP board February 2019, pending final City review

3. Make appointments to all committees; 4. Serve as a member of any committee; 5. Perform other duties as are prescribed to the office of the President; 6. Supervise and control all of the business and affairs of the corporation; 7. Sign, with the Secretary, or any other proper officer of the corporation authorized to so act by the Board of Directors, any deeds, mortgages, bonds, contracts, or other instruments which the Board of Directors has authorized to be executed, except in cases where the signing and execution thereof shall be expressly delegated by the Board of Directors or by these bylaws or by statute to some other officer or agent of the corporation; and 8. Generally shall perform all duties as may be prescribed by the Board of Directors from time to time. SECTION 6. Vice-President. In the absence of the President or in the event of his/her inability or refusal to act, the Vice-President shall perform the duties of the President and when so acting, shall have all the powers of and be subject to all the restrictions upon the President. The Vice-President shall perform such other duties as from time to time may be assigned to him/her by the President or by the Board of Directors. SECTION 7. Secretary. The Secretary or his/her designee shall: 7 Amended and approved by DDP board February 2019, pending final City review

1. Oversee the custody of corporate records and of the seal of the corporation; and 2. Ensure minutes of the meetings of the Board of Directors are kept in one or more books or files provided for this purpose; 3. Ensure all notices are duly given in accordance with the provisions of these bylaws or as required by law; 4. Perform all the duties incident to the office of Secretary and such other duties as from time to time may have assigned him/her by the President or by the Board of Directors. SECTION 8. Treasurer. If required by the Board of Directors, the Treasurer shall give bond for the faithful discharge of his duties in such sum and with such surety or sureties as the Board of Directors shall determine. He/she shall assist the DDP Executive Director in the financial management of the DDP including: 1. Charge and custody of all funds and securities of the corporation; 2. Provision of receipts for monies due and payable to the corporation from any source whatsoever; 3. Deposit all such monies in the name of the corporation in such banks, trust companies, or other depositories; 4. Development of the annual financial statement and administrative budget; 8 Amended and approved by DDP board February 2019, pending final City review

5. Perform all the duties incident to the office of Treasurer, and such other duties as from time to time may have assigned him/her by the President or by the Board of Directors. SECTION 9. Executive Committee. The Executive Committee shall meet on a regular basis, not less than quarterly, to review DDP business and budget, and advise the Executive Director on matters involving Partnership resources. The Executive Committee is empowered to act on behalf of the DDP Board other than for those items specifically reserved for Board decision as defined within these by-laws. A majority of the members of the Executive Committee shall constitute a quorum to transact business at any meeting of the Committee. All transactions must be approved by a majority of Executive Committee members. No individual can be counted toward a quorum or vote by proxy, telephone or otherwise than in personal attendance. ARTICLE VI Committees SECTION 1. Committees. 1. There shall be six (6) standing committees: Marketing and Promotion, Organization, Design, Economic Vitality, Merchants, and Parking and Safety. The Board of Directors, by resolution, may designate and appoint one or more additional committees. Each of which shall consist of three or more members. Said committees shall act in an advisory capacity and shall 9 Amended and approved by DDP board February 2019, pending final City review

not have nor exercise the authority of the Board of Directors in the management of the corporation. 2. The Board may create such other Ad Hoc committees as it deems appropriate from time to time, determine their purpose, membership and intended duration. SECTION 2. Term of Office. Each member of a committee shall continue as such until the next annual meeting of the Board of Directors and until his/her successor is appointed, unless the committee shall be sooner terminated, or unless such member be removed from such committee, or unless such member shall cease to qualify as a member thereof. SECTION 3. Chair. One member shall be appointed Chair by the DDP President. Chair of each committee shall appoint a Vice Chair. SECTION 4. Vacancies. Vacancies in the membership of any committee may be filled by appointments made in the same manner as provided in the case of the original appointments. SECTION 5. Quorum. Unless otherwise provided in the resolution of the Board of Directors designating a committee, a quorum of the committee is not required to conduct business but whenever an action by such committee is by less than fifty percent (50%) of its appointed members, the vote of the committee must reflect the actual number of individuals present. 10 Amended and approved by DDP board February 2019, pending final City review

SECTION 6. Rules. Each committee may adopt rules for its own government not inconsistent with these bylaws or with rules adopted by the Board of Directors. SECTION 7. Marketing and Promotion Committee. The Marketing and Promotion Committee will work to create a positive image for the downtown Dover area by promoting the downtown area as an exciting place to live, work, shop and invest. SECTION 8. Organization Committee. The Organization Committee will work to encourage cooperation and leadership-building in the downtown Dover community as well as engage volunteers and partners, and promote the DDP. The Committee will also implement a systematic process to raise funds for the corporation's programs, projects and general operating fund. SECTION 9. Design Committee. The Design Committee will work to improve the appearance of the downtown Dover area and to educate the public and private sector about good design principles. SECTION 10. Economic Vitality Committee. The Economic Vitality Committee will work to rebuild and diversify the downtown Dover area's economy, specifically through business retention, recruitment and expansion strategies, including recommendation of strategic purchases and sales of downtown properties to the Board of Directors. SECTION 11. Merchants Committee. The Merchants Committee will work to support a sustainable business community through business 11 Amended and approved by DDP board February 2019, pending final City review

communication, networking support and promotional activities to enhance and grow the downtown Business Improvement District. SECTION 12. Parking and Safety Committee. The Parking and Safety Committee will work to improve public parking convenience and availability, and work with partners to develop strategies to address identified safety issues in downtown Dover. ARTICLE VII SECTION 1. Executive Director. He/she shall be responsible for the coordination of the corporation's policies and such other duties as the Board of Directors may require. The Executive Director shall report directly to the President. SECTION 2. Terms of Appointment. The Executive Director shall be appointed by the Board of Directors for an indefinite term and shall serve at the pleasure of the Board of Directors. SECTION 3. Partnership Staff. The Executive Director, in consultation with the Executive Committee, may hire staff in accordance with an approved budget. Executive Director will evaluate staff performance and recommend salary changes as he/she deems appropriate for Executive Committee consideration. The Executive Director may hire contractual services for support of the Corporation in accordance with an approved budget. ARTICLE VIII 12 Amended and approved by DDP board February 2019, pending final City review

Reports and Budgets SECTION 1. Annual Reports. The Board of Directors shall direct the Executive Director to prepare an Annual Report of the Activities of the Corporation to be submitted for action at the Annual Meeting. Said report shall thence be forwarded to the City and released to the public dissemination. SECTION 2. Annual Financial Statement. The Board of Directors shall direct the Executive Director to prepare an Annual Financial Statement of the corporation to be submitted for action at the Annual Meeting. Said statement shall thence be forwarded to the City and released to the public dissemination. SECTION 3. Administrative Budget. The Board of Directors shall direct the Executive Director to prepare an Administrative Budget of the corporation to be submitted for action at the Annual Meeting. ARTICLE IX Execution of Instruments SECTION 1. Checks, Drafts, and Orders for Payment of Money. Payment requests are prepared and approved by DDP office staff and/or a member of the Executive Committee. Actual checks, drafts, and orders of payment of money shall be signed and delivered in the name of the corporation by the City of Dover controller. SECTION 2. Contracts. When the execution of any contract, conveyance or other instrument has been authorized, without specification of 13 Amended and approved by DDP board February 2019, pending final City review

the executing officer, the President and the Secretary or Treasurer may execute the same in the name and on behalf of the corporation, and may affix a “Certificate of Good Standing” from the Delaware Division of Corporations, as/if necessary. The Board of Directors shall have the power to designate the officers and agents who shall have the authority to execute any instrument on behalf of this corporation. SECTION 3. Deposits. All funds of the corporation shall be deposited from time to time to the credit of the corporation in such banks, trust companies, or other depositories as the Board of Directors shall designate. ARTICLE X Gifts The Board of Directors may accept on behalf of the corporation, any contribution, gift, bequest, or devise for the general purposes of, or for, any special purpose of the corporation. ARTICLE XI Internal Revenue Service Status The corporation shall have no capital stock and is not organized for gain or profit, but is exclusively an organization for public, educational, charitable and philanthropic purposes. ARTICLE XII Corporate Seal The Board of Directors shall provide a corporate seal. 14 Amended and approved by DDP board February 2019, pending final City review

ARTICLE XIII Amendment of Bylaws These bylaws may be amended by a vote of two-thirds of all of the Directors serving on the Board of Directors or by unanimous consent given in writing. ARTICLE XIV SECTION 1. Rules. Unless otherwise specified, the Board shall observe Roberts Rules of Order in the conduct of all of its business. SECTION 2. Suspension of the Rules. The Board may approve suspension of the rules by a vote of three-quarters of its members. ARTICLE XV Conflict of Interest No director, officer, or employee of the corporation shall have or shall acquire any interest, direct or indirect, in any project which the corporation is promoting, or in any contract or proposed contract for materials or services or in any lease, mortgage, sale, or contract of any nature whatever relating to any such project or to the corporation, without forthwith making written and complete disclosure to the corporation of all material facts, including the nature and extent of his interest, and such disclosure shall be entered in writing upon the minute book of the corporation. No Director who has such an interest shall vote on any matter relating to such interest. 15 Amended and approved by DDP board February 2019, pending final City review

ARTICLE XVI Indemnification Each person who is or was a director or officer of the corporation shall be indemnified by the corporation as of right to the full extent permitted or authorized by the general corporation law of Delaware against any liability, cost or expense asserted against such director or officer and incurred by such director and officer in any such person's capacity as a director or officer, or arising out of any such person's status as a director or officer. The corporation shall maintain Directors and Officers insurance, at its expense, to protect itself and any such person against any such liability, cost or expense. 16 Amended and approved by DDP board February 2019, pending final City review

SCHEDULE A 17 Amended and approved by DDP board February 2019, pending final City review

City of Dover CITY OF DOVER PROPOSED ORDINANCE #2019-10 1 BE IT ORDAINED BY THE MAYOR AND COUNCIL OF THE CITY OF DOVER, IN 2 COUNCIL MET: 3 That Chapter 90 - Solid Waste, of the Dover Code, be amended by inserting the text indicated in 4 bold, blue, font and deleting the text indicated in red strikeout as follows: 5 Chapter 90 - SOLID WASTE[1] 6 Footnotes: 7 --- (1) --- 8 Charter reference – Power of city to legislate for health, safety and welfare of community, subpart 9 A, §§ 2, 17. 10 State Law reference – Refuse generally, 16 Del. C. § 1701 et seq. 11 Sec. 90-1. - Definitions. 12 The following words, terms and phrases, when used in this chapter, shall have the meanings ascribed 13 to them in this section, except where the context clearly indicates a different meaning: 14 Alley means any public way, generally of less width than a street, used for public utility purposes 15 and right-of-way, and as an alternate secondary or emergency route for vehicle and pedestrian 16 traffic, generally situated at the rear of or along side a tier of lots. 17 Apartment means a suite or set of rooms, with necessary appurtenances, in a building occupied 18 or suitable to be occupied as a dwelling unit. 19 Apartment complex means an assemblage of large multiple dwelling unit buildings located in 20 zones RG-2 and RG-4 as defined by appendix B to this Code pertaining to zoning. 21 Apartment house means an owner-occupied dwelling unit with apartments, or a building, 22 formerly a residence, converted into apartments. 23 Automated Collection means the use of fully- or semi-automated mechanized lift collection 24 vehicles with authorized containers. 25 Brush means a nonputrescible solid waste consisting of tree, shrub and hedge clippings, 26 provided that trunks and limbs do not exceed three inches in diameter and are cut in 27 lengths not to exceed four feet. 28 Building code means the current edition of the city building code, adopted in article III of 29 chapter 22. 30 Bulk residential household waste means materials too bulky to fit in city issued solid waste 31 containers permitted in Section 90-4.

Proposed Ordinance #2019-10 - Chpt. 90 - Solid Waste Page 2 32 Bulk residential yard waste means yard waste material too bulky to fit in private yard waste 33 containers permitted in Section 90-4. 34 Commercial establishment means any structure intended or used for the purpose of conducting 35 a commercial business enterprise. 36 Container means a receptacle for the deposit of solid waste. 37 Drive-in service means a service involving city sanitation department employees driving in or 38 on private property to collect commercial accounts. 39 Duplex means a structure intended for use and occupancy as two-family dwelling units. 40 Dwelling unit means a dwelling unit as defined by the city's building code (article III of 41 chapter 22). 42 Food establishment means a cafe, restaurant, or other similar establishment serving food or food 43 products, including quick service drive-ins where food is prepared or served. 44 Garbage means solid waste consisting of putrescible animal and vegetable waste materials 45 resulting from the handling, preparation, cooking and consumption of food, including waste 46 materials from markets, storage facilities, handling and sale of produce and other food products. 47 Health inspector means the head of the health department, or anyone authorized to act for him. 48 Illegally dumped solid waste means any solid waste placed on properties, with or without the 49 consent of the owner or person in control, where such waste constitutes a nuisance detrimental 50 to the public health and welfare. 51 Industrial solid waste means waste that is generated by businesses from an industrial or 52 manufacturing process. 53 Institution and institutional mean any church, church building or structure housing any 54 charitable, philanthropic or eleemosynary undertaking, or any school, or any publicly owned or 55 governmental building. 56 Manager means the person in charge of real estate used for apartment, institutional or 57 commercial purposes. 58 Manual collection means the service rendered in collecting municipal solid waste from 59 containers, which when containers can be handled, in part, by persons picking up the containers 60 as distinguished from automated collection. picking up containers by mechanical means and 61 which containers are too large for handling by manual means. 62 Municipal solid waste and solid waste mean solid waste resulting from or incidental to 63 municipal, community, trade, business, and recreational activities, including garbage, rubbish 64 (or trash), ashes, street cleanings, and all other solid waste, other than industrial solid waste. 65 Newsprint means a common and inexpensive machine-finished paper made chiefly from wood 66 pulp, including, but not limited to, newspapers, magazines, periodicals, telephone books and 67 catalogues.

Proposed Ordinance #2019-10 - Chpt. 90 - Solid Waste Page 3 68 Occupant means the person residing in a dwelling unit, specifically the head of such household. 69 Owner means the record title holder of real property. 70 Permittee means any person licensed by the state solid waste authority to contract to collect, 71 remove or dispose of solid waste. 72 Property line means the peripheral boundary of real estate. 73 Public easement means a right-of-way used or dedicated to be used by any public utility, 74 including, but not limited to, services such as electricity, telephone, gas, solid waste collection, 75 water, sewer and drainage. 76 Public way means any street, alley, easement or other right-of-way. 77 Recyclable Material or Recyclables means any material or group of materials that can be 78 collected and sold or used for recycling as designated by the Delaware Solid Waste 79 Authority and/or State of Delaware. 80 Recycling means the process by which solid wastes are separated for use as raw materials, 81 product or replacement of product. 82 Residence means a structure intended for use and occupancy as a one-family dwelling unit. 83 Rubbish and trash mean all waste or refuse of any kind, including garbage, either combustible 84 or noncombustible in nature, having little or no value except as waste or refuse. 85 Sanitary landfill means a method of disposing of municipal solid waste on land, without creating 86 a nuisance or hazard to public health or safety, by utilizing the principles of engineering to 87 confine the solid waste to the smallest practical area to reduce it to the smallest practical volume, 88 and to cover it with a layer of earth at appropriate intervals. 89 Street means any public thoroughfare for the passage of vehicle and pedestrian traffic. 90 Vehicle means any wheeled conveyance. 91 Yard waste means plant material residues resulting from lawn maintenance and other 92 horticultural gardening and landscaping activities including grass, leaves, prunings, brush, 93 shrubs and garden material provided that trunks and limbs do not exceed three inches in 94 diameter and are cut in lengths not to exceed four feet. Leaves are considered yard waste 95 except during times leaf collection is provided as scheduled by the city manager or his/her 96 designee. Yard waste may not be comingled with trash, garbage or any other non-yard 97 waste material. 98 (Code 1981, § 8-1; Ord. of 5-24-1982) 99 Sec. 90-2. - Unlawful deposits. 100 (a) On outside premises. It shall be unlawful for any person to place, deposit, discard, or 101 otherwise cause to be put yard waste brush, garbage, rubbish, or any other type of waste 102 on any outside premises within the city, whether public or private, in such a manner as to 103 cause unsanitary, unsightly, or unhealthy conditions, except at such places as are, have

Proposed Ordinance #2019-10 - Chpt. 90 - Solid Waste Page 4 104 been, or shall be designated by the city manager, and except in accordance with other 105 provisions of this chapter. For the purposes of this subsection, the term "outside premises" 106 includes, but is not limited to, streets, alleys, sidewalks, ditches, yards, lots, fields, 107 streams, and exterior portions of buildings. 108 (b) Inspections; citations. The city code enforcement officer manager or his designee shall 109 regularly inspect all outside premises to enforce the provisions of subsection (a) of this 110 section. The city code enforcement officer manager or his designee shall issue citations 111 for violations hereof and may abate such conditions pursuant to the provisions of the 112 Charter and this Code. 113 (c) Removal. The city reserves the right to remove waste determined by the code 114 enforcement officer to cause unsanitary or unhealthy conditions or cause a public 115 nuisance should the owner, occupant or person notified fail to remove the waste and 116 address the public concern in an expedient fashion. In such cases the owner, occupant 117 or person notified will be billed for the waste removal. 118 (c) (d) Prosecution; presumptions. In the prosecution of a violation of subsection (a) of this 119 section, the following presumptions shall apply: 120 (1) Owner, occupant. If the condition resulting from the violation was found on premises 121 owned and/or occupied by the person to whom notice was given, then it shall be 122 presumed that said owner and/or occupant was responsible for said condition. If the 123 person to whom notice was given fails to remove or otherwise correct said 124 condition without notifying notify the city code enforcement officer manager of 125 his failure to do so that he or she is not responsible for said condition within 126 seven ten days of the sending of the notice, then it shall be presumed that the said 127 person notified was in fact responsible for said conditions not being removed. The 128 presumptions described above are rebuttable by the person charged and must be 129 rebutted by clear and convincing a preponderance of the evidence in order for the 130 person so charged to be exonerated. 131 (2) Multiple dwelling units. If the condition resulting from the violation was found on 132 the property whereon multiple dwelling units exist and the party actually committing 133 the violation cannot with reasonable certainty be determined, then it shall be 134 presumed that the owner or manager of the subject premises, upon being given 135 notice, is the party responsible for ensuring that the condition is removed from the 136 premises. 137 (Code 1981, § 8-2; Ord. of 5-24-1982) 138 Sec. 90-3. - Litter, trash, or garbage falling from vehicles. 139 It shall be unlawful for any person engaged in commercial or for-hire hauling to operate any truck 140 or other vehicle within the limits of the city to transport litter, trash, or garbage unless said vehicle 141 is covered to prevent its contents from blowing, dropping or falling off or otherwise departing from 142 the vehicle. In addition, any person operating his own truck or other vehicle to transport litter, trash 143 or garbage shall take reasonable steps to prevent its contents from blowing, dropping or falling off 144 or otherwise departing from the vehicle, provided, no vehicle hauling predominately metallic 145 material shall be required to be covered if it is loaded in a manner which will prevent such material 146 from falling or dropping from the vehicle.

Proposed Ordinance #2019-10 - Chpt. 90 - Solid Waste Page 5 147 (Code 1981, § 8-3; Ord. of 5-24-1982) 148 Sec. 90-4. - Containers generally. 149 (a) Duty to provide. Every person occupying a residence or duplex and every owner of an 150 apartment shall provide such premises with a sufficient number of city issued solid waste 151 containers for automated collection unless such premises is otherwise designated by 152 the city manager, or his/her designee, to be located in an area designated for manual 153 collection. to provide adequate capacity for the solid waste Solid waste containers 154 placed out for collection shall be done so in such a manner as to not overload without 155 overloading the capacity of the containers. Occupants of residences or duplexes and 156 owners of apartments requesting yard waste collection shall provide their own 157 containers for manual collection, not to exceed 35 gallons in size. A maximum of 5 158 yard waste containers may be placed for collection. Yard waste placed in plastic bags 159 will not be collected. 160 (b) Construction. Solid waste containers shall be watertight and constructed of a solid and 161 durable grade of metal or plastic material. Plastic bags may be used as solid waste 162 containers, provided they conform to the requirements of subsection (h) of this section. 163 (c) Weight. In the case of those containers which are manually emptied by the sanitation 164 department employees of the city, the combined weight of the waste and container shall 165 not exceed 75 pounds. Containers exceeding these requirements will not be collected. 166 (d) Underground. Underground containers are prohibited for use in the city. 167 (e) Handles; cover. All containers for manual collection, except plastic bags, shall be 168 provided with suitable lifting handles on the outside and a close-fitting or other approved 169 cover equipped with a handle, and shall not exceed 35 30 gallons. 170 (f) Condition. Containers shall not contain any inside structures, such as bands or reinforcing 171 angles, or anything within the container to prevent the free discharge of the contents. 172 Containers that have deteriorated or that have become damaged to the extent that the 173 covers therefor will not fit securely or that they have jagged or sharp edges capable of 174 causing injury to sanitation department employees or other persons whose duty it is to 175 handle such containers shall be condemned by the city. City issued solid waste 176 containers will be replaced by the city as required. Private yard waste containers 177 must be replaced by the owner or user. and if If such containers are not replaced after 178 notice to the owner or user, such containers will be removed along with the contents 179 thereof. 180 (g) Lid. The lid shall be close-fitting and shall remain in place, covering the container or 181 receptacle at all times when there is any material in the container. The lids may be 182 attached by an appropriate means to the rack upon which the containers are placed 183 or to an adjacent fence or other appropriate fixed object in order to prevent the lids 184 from getting into the pathway of vehicles; provided, however, that no lid shall be 185 attached to the container itself. Containers which have the lids directly attached to 186 them constitute a hazard to sanitation department employees engaged in the 187 collection of solid waste and shall be condemned by the city, and if such attachments 188 are not removed after notice to the owner or user, such containers will be removed 189 along with the contents thereof.

Proposed Ordinance #2019-10 - Chpt. 90 - Solid Waste Page 6 190 (h) Plastic bags. Plastic bags shall be constructed of a material and in a manner sufficiently 191 adequate in strength and weight to keep the contents from rupturing such bags. All plastic 192 bags shall be secured at the top to prevent spillage. Plastic bags shall be used to place 193 trash in solid waste containers and in designated manual collection areas. A 194 maximum of 5 plastic bags may be placed for manual collection. Yard waste may not 195 be placed out for collection in plastic bags. 196 (Code 1981, § 8-4; Ord. of 5-24-1982) 197 Sec. 90-5. - Removal of bulky materials, refuse, and leaves. 198 (a) Bulky materials. Bulk residential household waste and bulk residential yard waste 199 shall be collected on a schedule set forth by the city manager or his/her designee. 200 Special arrangements shall be made with the city manager for collection of brush, 201 tree clippings or other substances too bulky to be placed in those refuse containers 202 permitted by section 90-4. Piles placed out for collection shall not exceed 4 feet wide 203 by 4 feet tall by 8 feet long. Piles shall be placed at or just behind the face of the 204 curbline. Piles shall not be placed directly under power lines or against buildings or 205 fences which would prohibit and/or impede collection. Materials set out for collection 206 that are not in accordance with the designated schedule or size parameters will not 207 be collected without being first assessed, by the city manager or his/her designee, a 208 charge appropriate to the cost of providing the service. 209 (b) Refuse. 210 (1) Depositing prohibited. It shall be unlawful and a nuisance for any person to throw, 211 deposit or wash, or permit to be thrown, deposited or washed, any advertising matter, 212 paper, rubbish, refuse, garbage, grass clippings, yard waste brush, etc., or other 213 offensive matter, upon any street or other public place or in or upon any private 214 property, except as otherwise provided in subsection (b)(2) of this section. 215 (2) Exception. The placing of leaves in the city streets is prohibited, except during leaf 216 collection scheduled by the city manager. 217 (3) Duty to remove. It shall be the duty of any person violating the provisions of this 218 subsection (b) to immediately remove the unlawfully deposited rubbish, garbage, 219 refuse, or other offensive matter upon notification by the city manager or their 220 his/her designee. 221 (Code 1981, § 8-5; Ord. of 5-24-1982) 222 Sec. 90-6. - Noncollectible items. 223 (a) Generally. The scope of the service rendered by the city's sanitation department in the 224 collection and removal of solid waste materials is intended, in general, to serve the needs 225 of dwelling units and their directly related activities, operating businesses, and commercial 226 establishments, except as exempted from the provisions of this chapter. It is considered to 227 be beyond the scope of such service to collect or remove solid waste materials generated 228 by clearing, construction, demolition and other such solid waste materials resulting from 229 an activity beyond the scope described above.

Proposed Ordinance #2019-10 - Chpt. 90 - Solid Waste Page 7 230 (b) Enumerated. The following solid wastes shall not be collected and removed by the 231 sanitation department as a regular service: 232 (1) Construction wastes, etc. Rock, scrap building materials or other trash resulting from 233 construction, remodeling or destruction by fire, the elements, acts of God or other 234 causes resulting from a general cleanup of vacant or improved property or trees, 235 yard waste brush and/or debris cleared from the property in preparation for 236 construction or occupancy, and such materials shall be properly removed at the 237 expense of the owner or developer. 238 (2) Industrial wastes. Industrial wastes resulting from manufacturing or processing 239 operations, including waste from food and vegetable produce houses, poultry 240 dressing establishments, meat processing and meat packing plants, and such wastes 241 must be properly disposed of by the owner or occupant of the building, business or 242 premises where such wastes originate in the manner prescribed by state law and any 243 other applicable ordinance. The city manager shall determine what wastes fall within 244 this industrial classification. 245 (Code 1981, § 8-6; Ord. of 5-24-1982) 246 Sec. 90-7. - Collection schedule. 247 Except as provided in section 90-10, the city manager shall, in his/her discretion, divide the city into 248 districts and shall schedule the collection of solid waste in those districts on the day or days and at 249 the time or times that shall be most efficient and convenient. Adequate notice of the collection 250 schedules shall be given to the residents of the city. 251 (Code 1981, § 8-7; Ord. of 5-24-1982) 252 Sec. 90-8. - Collection from residences, duplexes, and apartment houses. 253 (a) City or contractor. All collection of solid waste materials from residences, duplexes or 254 apartment houses shall be by city sanitation department crews or contractors hired or 255 contracted by the city, and such service shall not be performed through any other person. 256 (b) Placing container generally. It shall be unlawful for any person to place any solid waste 257 container within any alley or any public utility easement or public way, except on 258 designated collections days at or just behind the face of the curbline, or rear lot line if 259 serviced by an alley. Clear space of 3 feet shall be provided around each container. 260 (c) Fences. In the event a fence is constructed with an inset space for the placement of solid 261 waste containers outside the fence, but inside the lot line, containers placed therein shall 262 be protected from overturn or spillage by a rack. 263 (d) Container at or behind curbline. Where a residence, duplex or apartment house is not 264 served by an alley, public utility easement or other public way in the rear or alongside 265 thereof, all containers shall be placed at or just behind the face of the curbline of the street 266 abutting such property, but shall not be placed where the containers will interfere with 267 vehicular or pedestrian traffic. 268 (e) When containers placed. Where solid waste is collected from the front or side street, 269 containers shall be placed no earlier than 7:00 p.m. the evening before collection day and

Proposed Ordinance #2019-10 - Chpt. 90 - Solid Waste Page 8 270 shall be removed to a point at the side or rear of the structure not later than 8:00 p.m. of 271 the day of collection. The city manager can modify the hours when special conditions 272 exist. 273 (f) Placement approved by city manager. Solid waste containers shall be placed at locations 274 and under such conditions approved by the city manager for collection service by the 275 sanitation department. 276 (Code 1981, § 8-8; Ord. of 5-24-1982; Ord. of 10-9-1995) 277 Sec. 90-9. - Collection of rubbish, trash or yard waste brush from residences, duplexes, and 278 apartment houses. 279 (a) Where placed generally. Rubbish, trash or yard waste brush normally shall be collected 280 from residences, duplexes and apartment houses from the alley, when it is paved, and from 281 the street, when the alley is not paved or when no alley exists or it is not serviceable. 282 (b) Property line. Where rubbish, trash or yard waste brush is collected from the alley, public 283 utility easement or public way and not from the street, all rubbish, trash or yard waste 284 brush shall be placed at the property line, but shall not be placed inside the alley, easement 285 or public way in such a manner as to obstruct or interfere with vehicular or pedestrian 286 traffic. 287 (c) Collection from street. Where rubbish, trash or yard waste brush is not collected from the 288 alley, public utility easement or other public way, but is collected from the street, it shall 289 be placed at or just behind the face of the curbline of the street abutting the premises, but 290 shall not be placed in the street or on the sidewalk in such a manner as to obstruct or 291 interfere with vehicular or pedestrian traffic. 292 (d) Excessive yard waste brush. Where the quantity of yard waste brush set out for collection 293 is excessive, the city manager shall determine the amount of yard waste brush to be 294 collected at any one time, the day of its collection and any other matters pertaining to yard 295 waste brush collection in order not to disrupt normal service to other premises. 296 (e) Small, loose items. Rubbish or trash consisting of small, loose items shall be placed in an 297 approved container. 298 (f) Boxes, cartons. All boxes and cartons must be broken down and bundled, and no bundle 299 shall exceed 50 pounds in weight for recycling collection by the city. Bundles must be 300 placed along the curbline and may not be placed next to solid waste or recycling 301 containers. 302 (g) Charge for collection. The city manager shall set a charge appropriate to the cost of 303 providing the service where the quantity or type of trash, rubbish or yard waste brush is 304 determined to be excessive or not within the definition of the terms "garbage" and 305 "rubbish" as set forth in section 90-1. 306 (Code 1981, § 8-9; Ord. of 5-24-1982; Ord. of 10-9-1995)

Proposed Ordinance #2019-10 - Chpt. 90 - Solid Waste Page 9 307 Sec. 90-10. - Collection from apartment complexes, institutions and commercial 308 establishments. 309 The manual collection and removal of solid waste materials from apartment complexes, institutions 310 and commercial establishments shall be performed by city sanitation department crews only where 311 the containers conform to the requirements of containers for residential, duplex or apartment house 312 collection service. Apartment complexes, institutions and commercial establishment will be 313 provided a maximum of 2, 90 gallon solid waste containers and 2, 90 gallon recycling 314 containers. ; provided, however, that apartment complexes, institutions and commercial 315 establishments may use larger containers than those allowed for residences, duplexes or apartment 316 houses as long as the capacity of the larger containers is not in excess of two cubic yards. Where 317 larger or additional waste containers are required used, the owner or occupant of the premises 318 must dispose shall have the option of disposing of solid waste materials through his own efforts and 319 at his own expense, or may contract with persons who are permitted to collect and remove solid 320 waste materials. The placement of containers for collection from apartment houses, institutions, and 321 commercial establishments in the city shall be as approved by the city manager or his/her designee. 322 (Code 1981, § 8-10; Ord. of 5-24-1982) 323 Sec. 90-11. - Collection from downtown areas. 324 (a) Containers; time of placement, removal. The collection of solid waste materials from the 325 downtown area as described in subsection (d) of this section shall be governed by all the 326 provisions of this chapter pertaining to apartments, institutions, and commercial 327 establishments, except as follows. For locations receiving automated collection, that 328 no solid waste materials or containers of any kind shall be placed for collection on the 329 public streets, sidewalks, alleys or easements of the city prior to 6:00 a.m. on the day of 330 collection. For locations receiving manual collection, no solid waste materials or 331 containers of any kind shall be placed for collection on public streets, sidewalks, 332 alleys or easements prior to 5:00 p.m. on the day of collection. , and all containers 333 which must be manually emptied shall be removed not later than 10:00 a.m. on the day of 334 collection. 335 (b) Application of chapter. Where collection service is furnished by the city to these premises, 336 all provisions of this chapter which are applicable to residences and duplexes shall apply. 337 (c) Placement in public way. At any of the establishments in the downtown area where there 338 is insufficient space between any structure and the alley property line, the easement 339 property line, or street property line to permit the placing of waste containers as required 340 by the provisions of this chapter relating to residences and duplexes, the containers may 341 be placed in such public way at the very boundary thereof so as to permit the passage of 342 pedestrian and vehicular traffic, or at a time other than as set out in subsection (a) of this 343 section, subject to the approval of the city manager. 344 (d) Boundaries. The downtown business area shall include that area bounded by the 345 Loockerman Street Bridge on the east, and the Delmarva Central (nfa Norfolk 346 Southern) Pennsylvania Railroad on the west, North Street on the south and Reed Street 347 on the north. 348 (Code 1981, § 8-11; Ord. of 5-24-1982)

Proposed Ordinance #2019-10 - Chpt. 90 - Solid Waste Page 10 349 Sec. 90-12. - Automated refuse collection. 350 (a) Application of chapter. This section shall apply only to automated collection provided 351 by the city sanitation department. All other sections of this chapter shall remain in 352 force and effect, unless inconsistent with the provisions of this section. Definitions. The 353 following words, terms and phrases, when used in this section, shall have the meanings 354 ascribed to them in this subsection, except where the context clearly indicates a different 355 meaning: 356 Automated refuse collection means that type of collection first instituted in 1987, using 357 special containers furnished by the city. This section shall apply only to this type of 358 collection. All other sections of this chapter shall remain in force and effect, unless 359 inconsistent with the provisions of this section. This section shall become effective 360 regarding each property owner on the date when the property owner receives the first 361 container from the city. 362 (b) Containers required. The city shall provide 90 gallon specify what type of containers 363 shall be used for this type of refuse collection. Use of any other type container than 364 provided specified by the city is prohibited. Items piled against alongside the container, 365 as well as the container, will not be picked up, nor will containers not provided by 366 conforming to the city specifications. 367 (c) Container ownership. Solid waste containers for automated collection The original 368 container for each single-family residential user shall be provided free of charge and shall 369 be owned by the city at all times. One additional container may be purchased from the city 370 at the user's expense and shall be the property of the single-family residential user. 371 (d) Lost, stolen or damaged containers. Customers Residents shall be required to care for 372 each container as if it were their own and to protect it against damage or loss. All lost 373 containers must be replaced at the expense of the property owner, or customer resident at 374 the expense of the same, unless covered by warranty. Stolen containers shall be replaced 375 by the city, without charge, if such theft is reported to the police department and verified 376 by the police department as being a stolen container, provided that the city manager, at 377 their his/her discretion, may refuse to replace stolen containers where it appears that the 378 customer resident did not protect the same or where the customer resident has turned in 379 more than one recent complaint of theft of the container. Damaged containers shall be 380 replaced by the city unless the damage is due to negligence, abuse or failure to care for the 381 container by the customer resident and the decision of the city manager in this regard shall 382 be binding. Containers Damaged containers not covered by warranty and damaged by the 383 negligence, abuse or failure of care of the customer resident shall be replaced at the 384 expense of the customer resident. The customer resident is responsible for keeping the 385 container clean at all times and the city may decline pickup for failure to have the 386 container clean. The city will not replace containers relating to cleanliness or odor 387 concerns. 388 (e) Containers for new homes. Developers and home builders will be responsible for 389 contacting the public works department to arrange for new containers for new homes, and 390 the initial container shall be furnished by the city to the new home owner free of charge. 391 (f) (e) Permitted refuse in solid waste containers. The following refuse may be placed in the 392 container:

Proposed Ordinance #2019-10 - Chpt. 90 - Solid Waste Page 11 393 (1) Papers, cans, and other normal Normal household trash. 394 (2) Normal garbage. 395 (3) Cardboard boxes that have been flattened to save space. 396 (4) Grass, leaves, and small hedge and brush trimmings. 397 (g) Prohibited refuse in solid waste containers. The following refuse may not be placed in the 398 containers: 399 (1) Large limbs. ,grass, leaves, small hedge and brush trimmings and yard waste of 400 any kind. 401 (2) Hot ashes. 402 (3) Flammable items. 403 (4) Chemicals. 404 (5) Corrosive solvents. 405 (6) Paint. 406 (6) (7) Construction, demolition or remodeling debris. 407 (7) (8) Concrete, dirt or plaster. 408 (8) (9) Appliances or furniture which will not allow the container lid to close. 409 (9) (10) Any items of any nature whatsoever that do not allow the container lid to close. 410 (h) Permitted material in recycling containers. The following material may be placed in 411 the container: 412 (1) Newsprint, paper board boxes, corrugated cardboard, telephone books, junk 413 mail, office paper. 414 (2) Rigid plastic, and plastic bottles and containers. 415 (3) Aluminum and metal cans. 416 (4) Glass bottles and jars. 417 (5) Materials as directed by the State of Delaware. 418 (i) Prohibited material in recycling containers. The following materials may not be placed 419 in the containers: 420 (1) Large limbs, grass, leaves, small hedge and brush trimmings and yard waste of 421 any kind.

Proposed Ordinance #2019-10 - Chpt. 90 - Solid Waste Page 12 422 (2) Normal household trash, garbage and food waste. 423 (3) Styrofoam, ceramics, window glass, mirrors, clothing, textiles and electronics. 424 (4) Hot ashes. 425 (5) Flammable items. 426 (6) Chemicals and chemical containers. 427 (7) Corrosive solvents and containers. 428 (8) Paint and containers. 429 (9) Construction, demolition or remodeling debris. 430 (10) Concrete, dirt or plaster. 431 (11) Any items of any nature whatsoever that do not allow the container lid to close. 432 (h) (j) Container placement for pickup on streets. After 7:00 p.m. sunset of the evening before 433 the day of collection or before 7:00 a.m. on the day of collection, the container must be 434 placed at or just behind the face of the curbline the curbside or edge of the street in front 435 of the house. It must be placed so that clear space of 3 feet shall be provided around 436 each container so it will be clear of all parked vehicles, trees or other obstructions and 437 cannot be placed in a gutter. The handle and wheels must be pointed away from the street 438 (toward the curbline). After the container has been emptied, it must be moved back to its 439 storage place not later than 8:00 p.m. on the day of collection. 440 (i)(k) Container placement for pickup in alleys. Containers authorized for alley pickup shall be 441 placed at the property line along the edge of the alley, easement or public way and shall 442 be at the normal alley ground level. The handle and wheels must be pointed away from 443 the alley. 444 (j)(l) Container placement for pickup during periods of heavy snow. During periods of heavy snow, 445 the container must be placed so that the collection vehicle can have clear access to the container, 446 unobstructed by snow banks, unplowed or unshoveled snow, etc. In the event trash collection is 447 suspended by the city manager, containers must be removed from the street or alley. 448 (k) Containers for nonresidential users. All non-single-family residential users, consisting of 449 commercial, industrial, institutional, tax exempt, and other similar users, will be required to 450 provide approved containers. The city manager shall set a charge appropriate to the cost of 451 providing the service to the user. 452 (Code 1981, § 8-11.1; Ord. of 12-28-1987; Ord. of 10-9-1995) 453 Sec. 90-13. - Processing and disposal. 454 (a) Eligibility to use disposal facilities. The use of disposal sites, transfer stations, or other disposal 455 facilities operated by the city is restricted to the city sanitation department, city residents, city 456 businesses or such commercial haulers as may be authorized to haul solid waste materials for

Proposed Ordinance #2019-10 - Chpt. 90 - Solid Waste Page 13 457 them. Individuals bringing trash or rubbish to disposal sites must present a valid driver's license 458 as proof of residency. 459 (b) Assumption of risks. Any person entering upon a city-operated disposal site for any purpose shall 460 be conclusively presumed to know and appreciate the hazards and the extent of the damage 461 which accompanies the accumulation of scrap wood, glass, nails, trash, brush, and waste of 462 every description, and the use of trucks, vehicles and heavy machinery to move, remove, bury 463 and dispose of same. Every person entering upon any such site shall be conclusively presumed 464 to have assumed the risk of injury connected with or resulting from such hazards and danger, 465 and by his actions in entering upon such site, and for and in consideration of the permission 466 granted by the city to enter upon such site, every person shall covenant and be deemed to have 467 covenanted not to sue and to indemnify, save harmless and defend the city, its agents, officers 468 and employees from and against any and all claims of any nature whatsoever for injury or 469 damage to persons or property, whether real or asserted, arising out of or resulting from the entry 470 by such person upon any city-operated disposal site. 471 (c) Removal of materials from facility. It shall be unlawful for any person to take, remove or carry 472 away from any processing or disposal facility operated by the city, any garbage, rubbish, trash 473 or other solid waste material, article, thing, or object situated thereon, whether or not the same 474 has monetary value, without prior written permission and approval of the city manager. In 475 prosecutions for this offense, it shall not be necessary to describe the thing or things taken, 476 removed or carried away, other than as generally described herein as "article," "thing," or "item," 477 and it shall not be necessary to allege that the same had value. 478 (d) Designation of public sites. The city manager shall have the authority to designate which 479 processing and/or disposal sites are to be opened to the public and which are to be restricted to 480 municipal vehicles only, provided that no processing or disposal facility within the city will be 481 opened to solid waste materials originating outside the city limits. 482 (Code 1981, § 8-12; Ord. of 5-24-1982) 483 Sec. 90-14. - Rules and regulations. 484 The city manager is hereby authorized to make additional reasonable rules and regulations for the 485 administration of the solid waste collection for services of all types performed in the city, provided 486 that no such regulations and rules contravene the specific provisions of this chapter and are in no 487 way inconsistent with the established policies of the city council. 488 (Code 1981, § 8-13; Ord. of 5-24-1982) 489 Sec. 90-15. - Nonresident refuse deposits. 490 It shall be unlawful and a nuisance for any nonresident of the city to deposit, place or abandon any 491 advertising material, paper, rubbish, refuse, garbage, grass clippings, yard waste brush, etc., or other 492 offensive matter within the limits of the city for trash collection by the city or otherwise. 493 (Code 1981, § 8-14; Ord. of 8-23-1982)

Proposed Ordinance #2019-10 - Chpt. 90 - Solid Waste Page 14 494 Sec. 90-16. – Rates and Billing Procedures Refuse collection fees. 495 (a) Rates. The city council shall designate certain reasonable rates to be paid for the collection 496 of refuse in certain areas, which rates shall be set each year at the time of establishing the 497 annual budget, and which rates shall apply for that year and for the area designated by the 498 council. The city manager shall bill residents in accordance with the rates established by 499 the council and shall be in charge of collecting these charges. In case of delinquencies, the 500 delinquent amount shall be entered by the city manager in the municipal lien docket 501 become a lien in accordance with state law. 502 (b) Billing Procedures. All customers of residences, duplexes and apartment houses with 503 active utility accounts must have sanitation services included in the list of active 504 services for the account. 505 (Code 1981, § 8-16; Ord. of 3-13-1989) 506 Sec. 90-17. - Violations; penalties. 507 Any person convicted of violating any provision of this chapter shall be fined in an amount as 508 provided for in Appendix F—Fees and Fines, and if the violation amounts to an unlawful deposit 509 of rubbish, refuse or other offensive matter in the corporate limits of the city, he shall be directed 510 to remove the same, and in the event of his failure to do so, the offensive matter shall be removed 511 by the city at the expense of the violator. Fines not paid within 14 days of the day the fine was 512 issued, including the day the fine was issued, shall be automatically doubled in amount. 513 (Code 1981, § 8-15; Ord. of 8-23-1982; Ord. of 9-22-2003; Ord. No. 2009-09, 6-22-2009) 514 ADOPTED: * 515 S:\ORDINANCES\2019\DRAFT\ORDINANCE #2019-10 - CHPT 90 - SOLID WASTE\ORDINANCE #2019-10 CHPT 90 - SOLID WASTE.wpd 516 SYNOPSIS 517 The purpose of this amendment is to provide clarification regarding municipal solid waste 518 collection guidelines in accordance with State waste segregation requirements and Sanitation 519 Department collection parameters. The amendment also provides clarification regarding the 520 level of service provided. 521 (SPONSORS: HARE AND MITCHELL) 522 Actions History 523 04/09/2019 - Introduction - Council Committee of the Whole/Legislative, Finance, and 524 Administration Committee