COUNCIL Minutes

REGULAR COUNCIL MEETING The Regular Council Meeting was held on November 8, 2010 at 7:30 p.m. with Council President Hogan presiding. Council members present were Mr. Bonar, Mrs. Russell, Mr. McGlumphy, Mr. Leary, Mr. McGiffin, Mrs. Williams, Mr. Salters, and Mr. Ruane. Council staff members present were Police Chief Hosfelt, Ms. Russell, Mrs. Mitchell, Mrs. Townshend, Fire Chief Christiansen, Mr. DePrima, City Solicitor Rodriguez, and Mrs. McDowell. Mayor Carey was also present. OPEN FORUM The Open Forum was held at 7:15 p.m., prior to commencement of the Official Council Meeting. Council President Hogan declared the Open Forum in session and reminded those present that Council was not in official session and could not take formal action. There was no one present wishing to speak during the Open Forum. The invocation was given by Retired Reverend Charles MacCallum, followed by the Pledge of Allegiance. AGENDA ADDITIONS/DELETIONS Mr. McGlumphy moved for approval of the agenda as presented, seconded by Mr. Bonar and unanimously carried. Mrs. Russell requested that Item #7D - City Manager=s Report, be removed from the consent agenda. Mr. McGlumphy moved for approval of the consent agenda, as amended, seconded by Mr. Leary and carried by a unanimous roll call vote. ADOPTION OF MINUTES - REGULAR COUNCIL MEETING OF OCTOBER 25, 2010 The Minutes of the Regular Council Meeting of October 25, 2010 were unanimously approved by motion of Mr. McGlumphy, seconded by Mr. McGiffin and bore the written approval of Mayor Carey. PROCLAMATION - GEOGRAPHIC INFORMATION SYSTEMS (GIS) DAY AND GEOGRAPHY AWARENESS WEEK The City Clerk read the following Proclamation into the record: WHEREAS, technology plays a vital role in the continued growth of the City of Dover and the use, management, and exchange of geographic information technology is necessary for effective decision making by local, state, and federal governmental agencies; and WHEREAS, Geographic Information Systems (GIS) provide data that allows for the identification of patterns and relationships of real-world conditions that ultimately lead to better decisions and improved delivery of services for the citizens of Dover as well as our surrounding communities; and

CITY COUNCIL MEETING OF NOVEMBER 8, 2010 PAGE 2 WHEREAS, geographic information has many useful applications and is a valuable resource used in the analysis of infrastructure, emergency services, homeland security, economic development, and long-range planning; and WHEREAS, the City of Dover's GIS Department has been nationally recognized for their outstanding efforts in the advancement of GIS and the foresight to create programs that can be used to better manage services in the city as well as tracking services for the thousands of people NASCAR races bring to our community. NOW, THEREFORE, I, CARLETON E. CAREY, SR., MAYOR OF THE CITY OF DOVER, DELAWARE do hereby proclaim November 17, 2010 as GIS Day, and November 14 - 20, 2010 as GEOGRAPHY AWARENESS WEEK in the City of Dover, Delaware. We thank you for your outstanding services. Mayor Carey presented the Proclamation to Mr. Mark Nowak, GIS Manager, and noted the tremendous benefits that the GIS has provided to all departments within the City of Dover. Mr. Nowak thanked the City for the recognition. He announced that the City will be participating in this year=s State GIS Day to be held at the Dover Air Force Base and that there will be activities held at City Hall. In addition, he stated that he, along with the Fire Marshal=s Office, will be teaming up with Dover Downs to provide an interactive racing experience to approximately 300 5th grade students. PUBLIC HEARING/FINAL READING - PROPOSED ORDINANCE #2010-25 WITH STAFF SUBSTITUTE #1 - ZONING TEXT AMENDMENTS A public hearing was duly advertised for this time and place to consider approval of proposed zoning text amendments to Appendix B - Zoning, Article 5 - Supplementary Regulations, Section 11 - Environmental Protection and Section 16 - Tree Planting and Preservation, Subsection 16.2, Definitions; and Article 12 - Definitions (Ordinance #2010-25 with Staff Substitute #1). The proposed amendments would update the provisions of the Zoning Ordinance relating to environmental protections. Mrs. Williams moved that the Final Reading of the proposed zoning text amendment be acknowledged by title only, seconded by Mr. Bonar and unanimously carried. (The First Reading of this ordinance was accomplished during the Council Meeting of September 27, 2010.) Mrs. Ann Marie Townshend, Director of Planning and Community Development, reviewed the proposed amendments and advised members that the Planning Commission recommended approval of Staff Substitute #1 to Ordinance #2010-25. Council President Hogan declared the public hearing open. There being no one present wishing to speak, Council President Hogan declared the hearing closed.

CITY COUNCIL MEETING OF NOVEMBER 8, 2010 PAGE 3 Mr. Leary moved for adoption of Staff Substitute #1 to Ordinance #2010-25 (Exhibit #1) amending Appendix B - Zoning, Article 5 - Supplementary Regulations - Section 11 - Environmental Protection and Section 16 - Tree Planting and Preservation, Subsection 16.2 - Definitions; and Article 12 - Definitions. The motion was seconded by Mr. Bonar and carried by a unanimous roll call vote. UTILITY COMMITTEE REPORT - OCTOBER 25, 2010 The Utility Committee met on October 25, 2010 with Chairman Ruane presiding. Ten Year Electric System Improvement Plan During their meeting of October 11, 2010, members were provided with the Public Utilities Electric Division 10 Year Plan (2010-2020). Due to time constraints, it was suggested that staff complete the review, including the Major Accomplishments Over the Past Decade, during the next meeting. Mr. Ron Lunt, Public Utilities Director, continued with the review of the Plan, beginning with the Major Accomplishments Over the Past Decade. Mr. Ruane commended staff on the improvements that have been made to the City electric system and the excellent service provided to customers. Mr. Snaman noted the major accomplishments that have been realized and suggested that staff consider the possibility of an insert in customer bills to notify the public of the City=s investments and results achieved. Mr. Bonar also suggested including this information on Comcast as a public service announcement. At the request of Mr. Ruane, Mrs. Donna Mitchell, Controller/Treasurer, advised members that the City received notice from Moody=s reaffirming the City=s rating and that Fitch would also reaffirm the City=s rating. She stated that the rating was split, explaining that Fitch=s rating was lower than Moody=s and that staff submitted an appeal to Fitch for an increase; however, the appeal was denied. Mrs. Mitchell stated that further details would be provided to City Council regarding this matter. Mr. Ruane suggested that public notification include information regarding the City=s bond issues and ratings. Amendment to Power Plant and Engineering Capital Investment Plan (CIP) Budget Mr. Ron Lunt, Public Utilities Director, advised members that preparation of the Capital Investment Plan (CIP) budget occurred a year ago and that there have been some changes during this time requiring amendments to the Power Plant and Engineering CIP budget. Mr. Vince Scire, Plant Manager, explained the details regarding the need for the amendments to the Power Plant CIP budget, as follows: Power Plant McKee Run Unit 1 experienced a forced outage in July, 2010. Repairs required to return the unit to service were extensive and unbudgeted. The nature of the failure prompted staff to perform

CITY COUNCIL MEETING OF NOVEMBER 8, 2010 PAGE 4 inspections of the sister Unit 2 to determine if it had the same conditions that caused the Unit 1 outage. In addition, a root cause analysis performed on the Unit 1 forced outage identified numerous deficiencies associated with the Unit boiler protection controls which need to be addressed immediately. The repair work to Unit 1, the inspection work on Unit 2, and the boiler protective control system work required on Units 1, 2, and 3 were all unbudgeted for FY 2011. However, this work is considered a higher priority than other planned and approved CIP work projects for FY 2011. Therefore, staff has re-prioritized previously approved Capital projects for FY 2011 and subsequent years to minimize the impact on the FY 2011 Capital Budget. In addition, staff developed four (4) new CIP=s for FY 2011 to address the above mentioned work. It should be noted that in the case of the new Unit 1 Boiler Repairs CIP, EG1108, it is anticipated that, due to the sudden and unexpected nature of the forced outage of Unit 1, insurance coverage is likely and should offset a significant portion of the repair expenses. Mr. Scire also reviewed the financial details of the FY 2011 Power Plant Budget Amendments which were provided to members. In response to Mr. Ruane, Mr. Lunt assured members that funds currently being expended on the plant are financially feasible. He stated that the improvements to Units 1 and 2 are considered "run to failure" type of expenses, noting that the capacity value on the units alone is in excess of several million dollars and that the expenses are easily covered by revenues. Responding to Mr. Snaman, Mr. Lunt also assured members that, by all preliminary indications, insurance monies will be forthcoming. Mr. Lunt explained the details regarding the need for the amendments to the FY 2011 Electric Engineering CIP Budget, as follows: Electric Engineering The Walker Road Overhead Conversion CIP was a project that was to be completed in conjunction with a water main replacement project. Due to funding constraints, the water main project was delayed; therefore, staff determined that the electric project should also be delayed. Over the past two (2) years, three (3) 69 kV switches have failed at the North Street Substation. Although repairs were made to these switches utilizing used parts, these were temporary repairs. It appears that the springs on the contacts are starting to lose their stiffness, which is resulting in contact failure. Staff requested the acceleration of the 69 kV Substation Switch Replacement CIP (originally scheduled to start in FY 2013) to fund the purchase of replacement switches for this substation and for one (1) switch at the McKee Substation. Staff recommended approving the re-scheduling of existing FY 2011 CIP=s and the approval of the revised Power Plant and Electric Engineering CIP=s as described. Responding to Mr. Ruane, Mrs. Donna Mitchell, Controller/Treasurer, stated that any funds not expended from these project would be credited to the budget balance and used to help fund future projects.

CITY COUNCIL MEETING OF NOVEMBER 8, 2010 PAGE 5 The Committee recommended approval of the re-scheduling of the existing FY 2011 CIP=s and approval of the revised Power Plant and Electric Engineering CIP=s. By consent agenda, Mr. McGlumphy moved for approval of the rescheduling of the existing FY 2011 CIP=s and approval of the revised Power Plant and Electric Engineering CIP=s. The motion was seconded by Mr. Leary and carried by a unanimous roll call vote. Review of Utility Related CIP=s (Electric and Water/Wastewater) Members were provided a Project Tracking Report, as of July 31, 2010, for the Utility (Electric and Water/Wastewater) Related Capital Investment Plan (CIP). Responding to Mr. Ruane, Mr. Anthony DePrima, City Manager, indicated that (with the exception of the Governors Avenue Project) all projects related to water and sewer lines have been completed. The Committee recommended acceptance of the Utility Related CIP=s Report. By consent agenda, Mr. McGlumphy moved for approval of the Committee=s recommendation, seconded by Mr. Leary and carried by a unanimous roll call vote. PACE/NAES Monthly Report - August 2010 Members were provided the PACE/NAES Monthly Report for August 2010. The report was provided to allow members the opportunity to monitor what is being sold in electric and the revenues received, which will give them a better understanding of any fluctuations and make improvements if deemed necessary. Although it was not staff=s intention to make a presentation of the report, they welcomed any questions. Mr. Anthony DePrima, City Manager, advised members that temperatures were very warm this past summer and the gross production margin of the energy plants (revenues less fuel costs) for August was $482,000 and for July was $1.38M, totaling $1.86M that was not budgeted. Mr. DePrima noted that the emissions market remains low and that there continues to be a state of flux in this regard. Referring to Page 8 with regards to the PJM, Mr. Ruane questioned if there were unexpected charges this year. Responding, Mr. DePrima stated that when there is an open position, the City must purchase power that was not pre-programmed. He noted that buying power was depicted on the PJM invoice. Mr. DePrima explained that due to increased demand in August, the overall price of power was increased, which resulted in the City=s open position. With regards to transmission costs, Mr. Ron Lunt, Public Utilities Director, explained that Delmarva sets the transmission rates, which are released in June. He noted that the City=s develops the budget in March prior to receiving transmission rate information. Mr. Lunt stated that these variances are insignificant when considering the total cost of the power supply budget. The Committee recommended acceptance of the PACE/NAES Monthly Report for August 2010.

CITY COUNCIL MEETING OF NOVEMBER 8, 2010 PAGE 6 By consent agenda, Mr. McGlumphy moved for approval of the Committee=s recommendation, seconded by Mr. Leary and carried by a unanimous roll call vote. By consent agenda, Mr. McGlumphy moved for acceptance of the Utility Committee Report, seconded by Mr. Leary and carried by a unanimous roll call vote. LEGISLATIVE, FINANCE, AND ADMINISTRATION COMMITTEE REPORT - OCTOBER 25, 2010 The Legislative, Finance, and Administration Committee met on October 25, 2010 with Chairman Leary presiding. Review and Recommendation - Filling of Critical Positions During their meeting of February 23, 2009, members recommended approval of the Hiring Freeze for Fiscal Year 2008-2009, but to allow the hiring of critical positions through the review and approval of the Legislative, Finance, and Administration Committee and City Council. It was suggested that there be a "standing" agenda item to consider the filling of critical positions and, if there are no positions to consider, the item could be removed. Request for Extension of Part-time Temporary Inspector II (Code Enforcement) Mrs. Ann Marie Townshend, Director of Planning and Community Development, reviewed a request to extend the part-time temporary Inspector II position in the Code Enforcement Division. She reminded members that one (1) of the inspectors in the Code Enforcement Division retired in January 2010. Due to budget constraints, this position was left open and not budgeted for FY 2010-2011. In addition, Mr. Ron Coburn, one (1) of the Division=s military reservists, was activated from April until early October. In accordance with the recommendation of the Legislative, Finance and Administration Committee, City Council approved the hiring of Mrs. Brenda Bradley as an Inspector II to work 30 hours per week until Mr. Coburn=s return. Mrs. Townshend stated that during 2010, the City has experienced an unprecedented number of residential foreclosures and vacant residential properties. Many of these properties have fallen into disrepair, requiring a great deal of the Code Enforcement Division=s time to address grass violations, track down property owners and managers regarding code violations, and take measures to ensure that the structures are secure. In addition, she noted that several housing developments have gone into foreclosure, which has required the Code Enforcement Division to monitor these areas to ensure that structures are maintained and secure. Much of the workload associated with defunct subdivisions and vacant houses originates from neighbor complaints. Mrs. Townshend advised members that in 2010, the Code Enforcement Division also began assisting with delinquent license follow-up, which is necessary to reach revenue projections and ensure equity in the City=s business licensing and rental permit programs. The increased workload has caused the Division to shift from a strong, proactive code enforcement approach to an increased focus on dealing with complaints. She explained that other priorities that could add to revenues have fallen behind schedule as the Code Enforcement Supervisor has been forced to

CITY COUNCIL MEETING OF NOVEMBER 8, 2010 PAGE 7 spend a great deal of time performing code enforcement tasks that would typically be assigned to his staff. In order to keep up with complaints and work on other goals assigned to the Code Enforcement Division, staff requested permission to extend Mrs. Bradley=s temporary, part-time employment (20 hours per week) through the end of the fiscal year. While funds are not currently available in the Division=s budget, Mrs. Townshend assured members that she would work with the City Manager=s Office to address this during the mid-year budget review. In response to Mr. Salters, Mrs. Townshend reminded members that City Council ranked proactive Code Enforcement as a high priority. As a result, staff increased their efforts with regard to performing inspections of rental properties, completing approximately 800-850 inspections per year. When Mr. Randy Speicher retired and his position remained vacant, these inspections decreased to 600. Mrs. Townshend explained that there are a large number of vacant properties which are more time consuming to inspect than occupied properties, as these properties may require grass cutting, contacting banks and/or management companies, etc. Responding to Mrs. Russell, Mr. DePrima explained that the availability of required funding, in the amount of $13,300, would be determined during the mid-year review. If the necessary funds are not acquired, he stated that alternative action would be required, such as not retaining Mrs. Bradley through the end of the fiscal year and terminating her employment in January or February. He noted that if funding is not obtained through budget adjustments, it could be obtained from the ending balance. The Committee recommended approval of staff=s recommendation that the part-time temporary Inspector II position in Code Enforcement (currently filled by Mrs. Brenda Bradley) be extended to permit up to 20 hours per week through the end of the current fiscal year, at a cost of $13,300. By consent agenda, Mr. McGlumphy moved for approval of the Committee=s recommendation, seconded by Mr. Leary and carried by a unanimous roll call vote. Title Change and Reassignment - Building Maintenance Craftsperson I (Facilities Management) to Storekeeper-Buyer II (Central Services) Mr. Anthony DePrima, City Manager, reminded members that during their meeting of November 9, 2009, members approved the hiring of a Storekeeper/Buyer I position for the Central Services Department. As a result, he stated, the City hired an individual on March 15, 2010; however, due to physical limitations, the individual voluntarily resigned on April 30, 2010. Even though this position was approved by City Council, Mr. DePrima stated that he chose not to fill the position since the City was about to start the budget process. As a result, the Procurement Manager began working in the warehouse to ensure materials were stocked and issued to support the City infrastructure. Non-stock procurement was delayed. In addition, Mr. DePrima advised members that the Building Maintenance Craftsperson I, Mr. Barry Wolfgang, who had been previously trained in warehouse procedures, was transferred to the warehouse to provide assistance. Mr. Wolfgang has since become fully qualified in all aspects of warehousing

CITY COUNCIL MEETING OF NOVEMBER 8, 2010 PAGE 8 and buying that are required of a Storekeeper/Buyer II. Mr. DePrima advised members that the Storekeeper/Buyer I position is at pay grade 13, the Craftsperson and the Storekeeper/Buyer II are at pay grade 15, and that Mr. Wolfgang has volunteered to transfer permanently into a Storekeeper/Buyer II position. He indicated that upgrading the current Storekeeper/Buyer I position to a Storekeeper/Buyer II is a win/win situation both financially and operationally, since the employee=s current and proposed positions are at pay grade 15 and no additional money is required. Mr. DePrima indicated that the Craftsperson position would remain open and, as a result, the City would save the salary and benefits of the Storekeeper/Buyer I ($53,901) annually. He noted that the vacant position would result in a savings of $31,952 this year. Transferring a fully trained individual into the position would also allow for continued operational support during both normal and on-call hours. Staff recommended approval of the position upgrade and lateral transfer. At the request of Mr. McGlumphy, Mr. DePrima stated that he would provide members with details regarding the savings that have resulted due to vacant positions. The Committee recommended approval of the request for a position upgrade from Storekeeper/Buyer I to Storekeeper/Buyer II and the lateral transfer of Mr. Barry Wolfgang from Building Maintenance Craftsperson I to Storekeeper/Buyer II, as recommended by staff. By consent agenda, Mr. McGlumphy moved for approval of the Committee=s recommendation, seconded by Mr. Leary and carried by a unanimous roll call vote. Downtown Dover Partnership - Request for Safety and Security Funding Police Chief James Hosfelt advised members that the Dover Police Department entered into an agreement with the Downtown Dover Partnership (DDP) to provide extra police coverage on various nights in the Loockerman Street area. This agreement was entered into on March 4, 2010, and the DDP agreed to fund the coverage at a cost of $26,000. As a result of increased police presence during the initial eight (8) week period, Chief Hosfelt stated that Dover Police Officers made 32 criminal and traffic arrests and issued 24 citations involving patrons leaving establishments on Loockerman Street at closing time. He noted that these enforcement efforts were temporarily halted when local colleges and universities took their summer break. At the current rate, Chief Hosfelt indicated that the funding supplied by the Downtown Dover Partnership (DDP) will be exhausted by the end of the calendar year. As a result, funding is being sought to continue with these enforcement efforts through the remainder of the fiscal year. He requested that the City consider continuing the funding during the mid-year budget review. Chief Hosfelt stated that the Dover Police Department would be able to continue increased coverage to this area at a cost of $23,000 by employing four (4) officers to work on specific nights each week. He assured members that these officers, assisted by those normally scheduled to work, would take a zero tolerance approach towards any violation of State laws and City ordinances. As a result of strict enforcement, Chief Hosfelt felt that the Dover Police Department would gain the cooperation of bar patrons and eventually create an environment

CITY COUNCIL MEETING OF NOVEMBER 8, 2010 PAGE 9 which is safe for all citizens and businesses in the area. Staff recommended support and approval of the Downtown Dover Partnership (DDP) Assistance/Matching Funds Project. Responding to Mr. Salters, Chief Hosfelt stated that, as discussed in a meeting with Council President Hogan and Councilman Leary previously, joint meetings of the Legislative, Finance, and Administration and the Safety Advisory and Transportation Committees will be held to locate problem areas, identify funding sources, determine the number of officers required, explore other programs that might benefit the public, and consider other areas that might be addressed, rather than arbitrarily increasing police manpower. Dr. Jones questioned how DDP operating funds are generated. Responding on behalf of the DDP, Mr. Greg Moore, Becker Morgan Group, stated that the DDP receives revenues from parking facilities, as well as from leased properties. He emphasized that the DDP is not in business for the purpose of leasing properties but rather to revitalize the downtown and make this area a better place for the community. In the long term, the DDP anticipates repositioning the parcels owned and leased into new, vibrant developments and bringing tax revenue to the City. Due to the urgency of the situation in the downtown area, as mentioned by Chief Hosfelt, Mr. Moore stated that the DDP agreed to provide $26,000 to the Police Department; however, he stated that the DDP does not have adequate revenue to continue to finance this effort. Noting that the Police Department has a $12M budget, Mr. Ruane suggested that there may be savings within the department that would cover the requested expense. Responding, Chief Hosfelt indicated that the personnel line items are at budget and that the Department is currently in the process of purchasing vehicles; therefore, he was not aware of any available funds at this time. Mr. McGlumphy suggested that staff review the departmental budgets related to the issue, such as that of the Economic Development Office, Mayor=s Office, City Manager=s Office, etc. It was his opinion that the requested funding should be obtainable from savings within those budgets. The Committee recommended approval of staff=s recommendation for support and approval of the Downtown Dover Development (DDP) Assistance/Matching Funds Project. By consent agenda, Mr. McGlumphy moved for approval of the Committee=s recommendation, seconded by Mr. Leary and carried by a unanimous roll call vote. Proposed Amendment to Employee Handbook - City of Dover Residential Preference in Recruiting Mr. Anthony DePrima, City Manager, reminded members that, several years ago, there were discussions regarding minority recruiting efforts, and since that time there have been discussions related to the City=s effectiveness in this regard. During one (1) of these discussions, he stated that Mr. Salters made a comment that he would like to see the City=s workforce "look like the City;" however, he was unsure how to accomplish this goal. Mr. DePrima explained that it would be difficult for the workforce to reflect the City demographically because the City recruits

CITY COUNCIL MEETING OF NOVEMBER 8, 2010 PAGE 10 from both inside and outside of City limits; however, he noted that one (1) approach would be to create a recruiting preference for City of Dover residents. Mr. DePrima reviewed a breakdown of population by race for Dover, Kent County, and Delaware and noted that Kent County would be considered the most common recruiting catchment area for City applicants. Mr. DePrima advised members that the Human Resources staff was requested to investigate the feasibility of creating a preference for City residents when hiring. If it is decided to provide preferential consideration in hiring to City of Dover residents, Article V, Recruitment and Selection, Section 5, Qualification Standards of the City of Dover Personnel Policy, would be updated to include Paragraph D, as follows: "City of Dover residents= applications will be reviewed prior to candidates living outside of the City of Dover limits. Qualified candidates will be selected for an interview. If there are not enough City qualified applicants to fill the interview pool, then the non-City residents= applications will be reviewed and qualified candidates will be selected for an interview. After interviews are conducted; shall a City resident and a non-City resident be equally qualified, preference will be given to the City resident." It was noted that the Dover Police Department has an independent hiring practice that would have to be amended if Council chooses to extend this policy to the Police Department. Mr. DePrima reviewed a list of the pros and cons of hiring employees who reside in the City, which was provided to members. Mr. DePrima advised members that staff researched other municipalities in Delaware and Maryland that are similar to the City of Dover in terms of geography and racial demographics to determine if they granted preferential consideration for residents of their cities. Of the cities that responded, he stated that Kent County; Newark and Wilmington, DE; and Ocean City, MD did not have such a practice; however, Wilmington has a five (5) year residency requirement after employment. Salisbury, MD provides preferential treatment to City residents for summer programs only (most often for positions held by teens and young adults). There were no responses from Easton nor Annapolis. Dr. Jones stated that she believed two (2) issues were being considered: residential preference and minority recruitment. Although she supported the idea of City employees residing within the City limits, she stressed the importance of these two (2) issues being considered separately. Mrs. Russell reminded members of her concerns regarding the City=s current hiring practices and requested a full investigation. Mr. Ruane felt that before a decision could be made to adopt preferential recruitment or hiring, it would be critical to obtain statistics relating to the residency of current employees, by category of employment (e.g., Police Department). After much discussion, Mr. Salters suggested the need for further consideration and additional information before taking action on this matter. Mr. Salters moved to recommend acceptance of the report and that the matter be referred back to staff. The motion failed due to the lack of a second.

CITY COUNCIL MEETING OF NOVEMBER 8, 2010 PAGE 11 Mr. DePrima stated that this matter was forwarded for discussion purposes and indicated that he would prefer to eliminate further consideration of this matter. Mrs. Russell reiterated her desire for a full investigation of the City=s current hiring practices and stated that every citizen in the City should be treated fairly. Dr. Jones moved to recommend that the Human Resources Director and City Manager be directed to revisit the idea of preferential consideration of City of Dover resident applicants, taking into consideration Mr. Ruane=s concerns. The motion was seconded by Mr. Leary and failed by a vote of four (4) no and one (1) yes (Dr. Jones). Referring to the recently established Focus Group for Minority Recruiting, Mr. DePrima reminded members that residential preference was just one (1) strategy and that the whole purpose of the Focus Group was to develop ideas, which will be brought forward. The Committee took no further action regarding this matter. Status of OPEB (Other Post Employment Benefits) and Pension Funds Mrs. Donna Mitchell, Controller/Treasurer, reviewed Other Post Employment Benefits (OPEB) and Police and General Employee Pension actuarial information updated as of June 30, 2010, which was provided to members. In response to Mr. Ruane, Mrs. Mitchell stated that the City assumes a 72% return on investments. The comments being made across the nation in this regard suggest that, since this return is not being met, the percentages should be re-calibrated; however, if those percentages were decreased, the City=s liability would increase. She noted that over the past few years, the City has realized a loss due to a decline in the market; however, the City received more than 72% in the years prior to the turmoil in the market. The Committee recommended acceptance of the Status of OPEB and Pension Funds, as presented by staff. By consent agenda, Mr. McGlumphy moved for approval of the Committee=s recommendation, seconded by Mr. Leary and carried by a unanimous roll call vote. By consent agenda, Mr. McGlumphy moved for acceptance of the Legislative, Finance, and Administration Committee Report, seconded by Mr. Leary and carried by a unanimous roll call vote.

CITY COUNCIL MEETING OF NOVEMBER 8, 2010 PAGE 12 SAFETY ADVISORY AND TRANSPORTATION COMMITTEE REPORT - OCTOBER 27, 2010 The Safety Advisory and Transportation Committee met on October 27, 2010 with Chairwoman Williams presiding. Discussion - Alcohol Control Measures Mrs. Ann Marie Townshend, Director of Planning and Community Development, reminded members that during their meeting of April 28, 2010, members were briefed on staff=s efforts to develop provisions within the City Code to address problems that occur with bar crowds. At that time, she stated, comments were made by the owners of the Loockerman Exchange and there was discussion regarding the possibility of adopting ordinances that would mirror some provisions of State regulations for alcohol control. After much discussion, the Committee recommended that staff schedule a public meeting as soon as possible to address this issue with all interested parties to seek resolution. This recommendation was approved by City Council during their Annual Meeting of May 10, 2010. Mrs. Townshend stated that she worked with the Economic Development Office and the Police Department and a meeting was held on September 8, 2010. She advised members that a notice of the meeting was sent to all holders of State liquor licenses relating to restaurants, taprooms, and taverns in the City. She informed members that several of the license holders attended the meeting, which she felt was very productive and resulted in good dialogue and ideas. Mrs. Townshend indicated that, based on this meeting, staff developed an outline of actions that the City could take to address the problems identified with bars. She reviewed the outline of proposed measures which was provided to members for their review and consideration. Mrs. Townshend advised members that the outline was sent to the licensees, with a copy e- mailed to those who attended the initial meeting, and notification of a second meeting that was scheduled for October 19, 2010 was included; however, that meeting was cancelled. The meeting was planned to be rescheduled in early November; however, Mrs. Townshend explained that it was being postponed until late November to allow time for staff to meet with representatives of the Division of Alcohol and Tobacco Enforcement prior to the meeting. The Committee recommended that staff schedule a public hearing around February 1, 2011 and that the matter be scheduled for consideration by the Safety Advisory and Transportation Committee in March 2011. By consent agenda, Mr. McGlumphy moved for approval of the Committee=s recommendation, seconded by Mr. Leary and carried by a unanimous roll call vote. Responding to Mr. Ruane, Mrs. Townshend stated that, in discussions with the Division of Alcohol and Tobacco Enforcement, it appears that they do not want municipalities to conduct "stings" on bars for serving underage patrons. Chief Hosfelt advised members that all liquor establishments have problems with underage patrons at some time. Normally, the liquor

CITY COUNCIL MEETING OF NOVEMBER 8, 2010 PAGE 13 establishment handles the situation; however, if a police officer is working in extra duty capacity, the underage subject is taken into custody, issued a criminal summons, and required to go to court at a later time. He stated that the problem occurring in the downtown area, as it relates to underage consumption, is that younger people are loitering in parking lots and other areas, waiting for the crowds to leave the bars to "hang out" with them. Community Leadership Forum - Gang Violence in Dover During their meeting of September 29, 2010, members discussed Manchester Square housing safety concerns and were made aware of gang violence in Dover. Responding to Mr. Bonar and Mrs. Williams, Ms. Ami Sebastian-Hauer, Executive Director of the Dover Housing Authority (DHA), advised members that the DHA has installed additional lighting and has made improvements to the hardware for the camera security system at Manchester Square. She noted that a security camera was being installed at Senate View and that the DHA has begun working more closely with residents. Ms. Sebastian-Hauer indicated that the problems that have been identified are due to the unauthorized visitors and guests of tenants. Ms. Sebastian-Hauer stated that tenants are held accountable for their family members and friends, noting that the DHA has a "one strike and you=re out" policy, which is mandated by the U.S. Department of Housing and Urban Development (HUD). She explained that although this policy is in place, the DHA must also follow the Delaware Landlord-Tenant Code, which states that the DHA must provide due process unless a tenant commits a violent crime. Ms. Sebastian-Hauer noted that violations that are issued require a correction within seven (7) days. She stated that if a serious situation arises, the DHA must give at least 30 days notice for eviction; however, in the most serious cases, the DHA enforces a 24 hour immediate eviction. Ms. Sebastian-Hauer advised members that there are several tenants who are reluctant to provide information due to fear of retaliation. She stated that the DHA continues to receive complaints from tenants who state that the individuals arrested for the shooting that occurred at Manchester Square on August 24, 2010 are visiting Senate View and Capital Green. However, tenants will not make a formal report, and without it no action can be taken. Ms. Sebastian-Hauer noted that the DHA has contacted the Dover Police Department to request additional patrols; however, the DHA cannot afford to continue this service. Although these patrols have been helpful, she explained that trespassers know when and where the police will be and rotate between the communities in accordance with the police presence. Ms. Sebastian-Hauer advised members that violence and illegal drug activities often involve children directly or may be witnessed by them. As a result, the DHA has applied to the Criminal Justice Council for program funding for drug prevention programs. In response to Mr. Bonar, Ms. Sebastian-Hauer indicated that, since the application had not yet been reviewed by the Criminal Justice Council, a letter of support from the City would be appreciated and stated that she would provide staff with the necessary details.

CITY COUNCIL MEETING OF NOVEMBER 8, 2010 PAGE 14 Responding to Mr. Bonar, Ms. Sebastian-Hauer stated that approximately three (3) months ago, the DHA submitted an application to HUD for emergency safety and security improvements; however, a decision has not been made regarding this application. The DHA has obtained funding from the Capital Fund for some major improvements and additional patrols. Ms. Sebastian-Hauer explained that, as she had mentioned during the previous meeting, positive results were achieved in DHA housing areas when the City provided community policing. She indicated that when residents knew that the police were present and formed relationships with them, the partnership between the Dover Police Department, the DHA, and tenants was strengthened. Responding to Mr. Bonar, Ms. Sebastian-Hauer stated that the DHA has 297 public housing units, 77 low income housing tax credits, and administers Section 8 housing. Although she was unsure of the number of incidents that have occurred in the past year, she stated that there were two (2) shootings in June and that, since August 24th, the DHA has received at least two (2) reports of gun sightings or shootings every week. In response to Mrs. Williams, Ms. Sebastian-Hauer indicated that, in addition to dealing with shootings, the Wilmington Housing Authority must contend with a regulation that allows gun ownership in public housing as a result of a lawsuit. She explained that the DHA has always been proactive and that younger and younger children are participating in criminal activities each year. Mrs. Russell indicated the need for security cameras at Simon Circle and expressed concern regarding the gang activity in that area. Ms. Sebastian-Hauer stated that meetings have been held with Advantech to arrange the installation of a camera security system at all four (4) of the DHA=s family sites: 1) Manchester Square - Manchester Court; 2) Senate View; 3) Simon Circle - Hayes Circle; and 4) Derby Estates. She assured members that the DHA is very aware of the problems at these locations, as well as at Queen Manor and Owens Manor. Mr. Ruane noted that in other cities, some of the youth involved in criminal activities are coming from the correctional system and have assigned parole and/or probation officers. He questioned if there is a relationship between the DHA and these officers. Responding, Mrs. Williams stated that there is a very close relationship between the DHA and parole and probation officers. She advised members that the majority of the individuals involved in the recent criminal activities were first or second time offenders, with the first offense being mild; therefore, they were not on probation or parole. Mr. Ruane referred to a Q&A interview that appeared in the Dover Post with Sgt. Jason Pires (attachment to Committee minutes) and requested an opportunity for him to provide the Committee with his experienced opinion, particularly regarding drug-related activity. Chief Hosfelt advised members that he will be meeting with Dr. Thomas, Capital School District Superintendent of Schools, and Dr. Tina Huff, Assistant Superintendent for Academic Services, regarding the Gang Resistance Education and Training (GREAT) Program, which provides gang education similar to the Drug Abuse Resistance Education (DARE) Program. Chief Hosfelt introduced Sgt. Pires, a 15-year veteran of the Dover Police Department, currently

CITY COUNCIL MEETING OF NOVEMBER 8, 2010 PAGE 15 in charge of the Drugs, Vice, and Organized Gang Unit and Vice-President of the East Coast Gang Investigators Association. Mrs. Williams questioned the progression that occurs when stable neighborhoods become compromised in terms of gang activity. Responding, Sgt. Pires stated that, initially, graffiti is exhibited in such a neighborhood, as this is the manner in which territory is claimed. He noted that graffiti has been seen in various areas of downtown Dover and is prevalent in the areas from Loockerman Street to Mary Street, from Governors Avenue to Kirkwood Street, Capital Green, Liberty Court, Whatcoat Apartments, Manchester Square, Capital Green (including Senate View), and Barrister Place. However, he stated that there is no standard manner in which a gang "takes over" an area. In response to Mr. Bonar, Sgt. Pires indicated that organized gang activity is a significant problem in the City of Dover. During the past three (3) years, he stated that the majority of violent crimes in Dover have been attributed to gang-related activity, with most of the remaining violent incidents linked to domestic issues. He stated that, as indicated in the article, organized gang activity became prevalent in 2002/2003. Sgt. Pires stated that there are approximately 16 different gangs in the area with more than 100 active members ranging from 12 or 13 (middle school) to 20 years old. The biggest gang in the area is the "Bloods" (an East Coast segment which differs from the West Coast Bloods). He indicated that some gangs are local "hybrids," and others have a strong New York/New Jersey influence. There are some that have a direct connection to New York City, which is where the East Coast Bloods originated. Responding to Mr. Davis regarding the Coalition of Clubs, Sgt. Pires assured members that the Police Department is aware of outlaw motorcycle clubs located in Delaware. He stated that law enforcement has classified those outlaw motorcycle clubs as "one percenters (1%)," explaining that in the early 1950=s, due to problems with motorcycle gangs, the American Motorcycle Association conducted a study which indicated that 99% of motorcycle riders are law abiding citizens. As a result, the motorcycle gangs embraced the 1% who are not law abiding citizens. Sgt. Pires stated that there are only two (2) outlaw gangs in Delaware that law enforcement recognizes as legitimate 1% gangs; these are the Pagans and the Wheels of Soul. Chief Hosfelt stated that an increase in police manpower would assist in addressing concerns about violence in the community. He reminded members that, based on a manpower study of the Dover Police Department, an additional 40 officers are needed, which he understood was fiscally impossible. Chief Hosfelt advised members that the authorized strength for the Dover Police Department is 93; however, the force has been held at 91 in an attempt to help the City with budget constraints. He stated that two (2) additional officers would allow for community policing to be reestablished and provide assistance to the DHA and State Housing Authority and noted that the other increase in officers being requested is to bring the manpower/patrol shifts to 12 officers, which would allow City-wide coverage. Chief Hosfelt advised members that currently, the Dover Police Department has had to resort to being reactive rather than proactive as they have been in the past, due to inadequate staffing. In response to Mrs. Russell, Sgt. Pires stated that drug cruising gangs have come to Dover from Wilmington, citing an example when a gang began "setting up" on New Street. As a result of

CITY COUNCIL MEETING OF NOVEMBER 8, 2010 PAGE 16 aggressive, proactive policing, this gang left the area within two (2) weeks. He assured members that police presence can have a huge impact in this regard and that additional officers would make this type of proactive approach possible. Mr. Ruane commended the Police Department, noting that even with a limited number, the City=s police officers have been effective. Based on statistical information, he noted that the Dover Police Department has been one of the most effective drug units in the State of Delaware. Responding, Chief Hosfelt stated that this same successful clearance rate has been realized for other crimes such as burglaries, robberies, rapes, etc. Mr. Ruane noted that, although effective policing is an essential ingredient to resolve these problems, prevention and intervention are also vital, explaining the importance of the involvement of school systems, neighborhood associations, and the community. Responding, Chief Hosfelt assured members that there are officers specifically assigned to work with probation and parole as a part of the Operation Safe Streets Program. With regards to the shootings that occurred from a City of Dover park, Mr. DePrima advised members that staff is considering the possibility of moving the gate closer to the entrance to prevent vehicular traffic once the park is closed. In addition, Mr. DePrima reported that the Committee=s recommendation to City Council (considered during the Regular Council Meeting of October 11, 2010) was modified, as follows: "that the manpower for the City of Dover Police Department be increased to 100 and to explore the necessary means of raising the revenues to see this accomplished, and that the Council President refer this item to the appropriate committee or committees for a proper and full exploration of the problems from the stand point of law enforcement, for an examination into the operation and role of the Dover Housing Authority, and to study the budgetary impact, including funding sources." Mr. DePrima stated that the Council President has requested joint meetings of the Safety Advisory and Transportation Committee and the Legislative, Finance, and Administration Committee. Mrs. Williams announced that joint meetings have been scheduled for November 15, 2010 and November 29, 2010. The Committee recommended that a letter of support be written for the Dover Housing Authority Grants and that the City support grants for which the Police Chief may apply. By consent agenda, Mr. McGlumphy moved for approval of the Committee=s recommendation, seconded by Mr. Leary and carried by a unanimous roll call vote. Mrs. Williams commended Mayor Carey for the support he has provided in the submission of grant applications and his proactive approach in this regard. By consent agenda, Mr. McGlumphy moved for acceptance of the Safety Advisory and Transportation Committee Report, seconded by Mr. Leary and carried by a unanimous roll call vote. MONTHLY REPORTS - SEPTEMBER 2010 By motion of Mr. McGlumphy, seconded by Mr. Leary, the following monthly reports were accepted by consent agenda:

CITY COUNCIL MEETING OF NOVEMBER 8, 2010 PAGE 17 Budget Report Chief of Police Report City Assessor=s Report City Planner's Report Dover Fire Department Report Referring to the City Manager=s Report, Mrs. Russell relayed concern with minority hiring practices within the City of Dover. Noting that there has been a total of 14 employees hired since September 2009, she requested staff to provide details such as names, titles, positions, salary, and races for these 14 individuals. She reminded members of previous concerns and requested a full investigation of the City=s minority hiring practices. Mr. McGlumphy moved for acceptance of the City Manager=s Report for September 2010, seconded by Mrs. Williams and unanimously carried. MONTHLY CIP REPORT - AUGUST 2010 By motion of Mr. McGlumphy, seconded by Mr. Leary, the Monthly CIP Report for August 2010 was accepted by consent agenda. PROPOSED RESOLUTION NO. 2010-15 RATIFYING AND CONFIRMING SALE OF $8,810,000 ELECTRIC REVENUE REFUNDING BONDS OF THE CITY OF DOVER (SERIES 2010) AND RELATED MATTERS Mrs. Donna Mitchell, Controller/Treasurer, explained that proposed Resolution No. 2010-15 allows for ratifying and confirming the sale of $8,810,000 of electric revenue refunding bonds of the City of Dover (Series 2010) and related matters. She advised members that the Resolution is required in order to close on the bonds. She provided members with an updated Resolution, which amended Item #8 by replacing "the City is appointed" with "either the Trustee or the City may serve" and adding "at the direction of the Controller/Treasurer" at the end of the paragraph. Responding to Mrs. Williams, Mrs. Mitchell indicated that, due to the refinancing, the City will be saving approximately $650,000 per year in debt service for the next 52 years. At the request of Mrs. Williams, Mrs. Mitchell indicated that she would provide her with information regarding the interest rate. At the suggestion of Mr. Ruane, Mrs. Mitchell explained the bond rating process. She stated that the City approached the rating agencies to have the bonds rated and requested that Fitch increase the rating (noting that Moody=s provided a higher rating). Although Fitch did not increase the rating, it was felt that the City=s strong credit rating (Moody=s at AA and Fitch at A+) assisted in receiving the low interest rate. Mr. Ruane noted that this information was previously provided to members in a memorandum distributed by Mrs. Mitchell and, without objection, requested that the memorandum be made a part of the record (Exhibit #2). In response to Mr. McGlumphy, Mr. Ruane indicated his understanding that the rate payers will benefit from maintaining a quality rating from Moody=s and Fitch and from the reduction in debt service resulting from the refinancing. Mr. Ruane noted that, since the debt service is

CITY COUNCIL MEETING OF NOVEMBER 8, 2010 PAGE 18 programmed into the cost of service, when the next cost of service is revised, the reduction will be reflected in the rates. This will also allow the City to proceed with some very necessary improvements to infrastructure, including the power plant, transmission system, etc. He explained that each time an improvement is made, it promotes greater efficiency and lowers costs, and these cost avoidances benefit rate payers. Concurring with Mr. McGlumphy, Mr. Ruane felt that it would be helpful for staff to provide an explanation of the benefits of the refinancing, in laymen=s terms, in a newsletter to the City=s customers. Responding to Mr. McGlumphy, Mrs. Williams felt that refinancing would not help the rate since the plant is rarely turning on. She stated that the City=s largest expenditure is in distribution (assuring that all wires, transformers, and equipment for distribution are adequate) rather than generation. Mr. Leary stated that the proposed action is a distinctly positive development and commended the Finance Department for their work. He assured members that the refinancing will directly or indirectly benefit the rate payers. Mr. Leary indicated that although the timing of taking such action is always an issue, he supported the savings that will be realized over the next five (5) years as a result of the refinancing. Mr. Ruane moved for the adoption of Resolution No. 2010-15 Ratifying and Confirming the Sale of $8,810,000 Electric Revenue Refunding Bonds of the City of Dover (Series 2010) and Related Matters (Exhibit #3). The motion was seconded by Mr. Leary and carried by a unanimous roll call vote. EVALUATION OF BIDS - FIBER OPTIC SPLICING CONTRACT Mr. Anthony DePrima, City Manager, reminded members that the Public Utilities Department maintains blanket contracts with potential contractors to ensure that the bidding rules are adhered to for any contractors that might be hired to perform work for the Utility Department. These contracts are priced as "time and material" contracts and may exceed $25,000 annually. Staff solicited bids for fiber optic splicing, which includes splicing, terminating, and supplying/installing related equipment. Mr. DePrima advised members that staff does not have the equipment or training to perform this function and, because of the limited amount of splicing required, it was not feasible to purchase the equipment. He stated that this contractor would also perform fiber optic work for other City departments when required. Mr. DePrima stated that only one (1) potential vendor submitted a response to the bid solicitation. He noted that staff reviewed the proposal and determined that it was fair and reasonable. Mr. DePrima explained that, on average, the price increased by 1.15% from last year. Staff recommended awarding a three (3) year Fiber Optic Splicing Contract to Goldhorn Electrical Construction, Inc., as per the pricing included in the bid submittal. The recommended contractor has performed this contract work for Public Utilities for the past

CITY COUNCIL MEETING OF NOVEMBER 8, 2010 PAGE 19 three (3) years and has been extremely responsive to fiber optic outages and has performed routine work in a professional, competent manner. Mr. Ruane moved to award a three (3) year Fiber Optic Splicing Contract to Goldhorn Electrical Construction, Inc., seconded by Mr. McGiffin and carried by a unanimous roll call vote. EVALUATION OF BIDS - DOVER PUBLIC LIBRARY - BID PACK A Mr. Anthony DePrima, City Manager, advised members that the Public Services Department solicited bids to furnish all labor, equipment, and materials necessary to construct approximately 285 L.F. of access road and associated improvements to the new Dover Public Library to be located off Loockerman Plaza and Innovation Way, which has been referred to as Bid Pack A. The work includes all curbing, hot mix, signage, a retaining wall, and other site improvements necessary to construct the new access point. He reminded members that a presentation was provided to the Legislative, Finance, and Administration and Parks, Recreation, and Community Enhancement Committees during their respective meetings of October 11, 2010, which provided details of this phase of the project. In reviewing the seven (7) bids submitted, Mr. DePrima advised members of his prior concern regarding the disparity of the low bid to the other bids received. As a result, he requested Mr. Jerry Dougherty, Project Manager, EDiS, to review the situation. Mr. DePrima stated that staff has been assured that this type of disparity is not uncommon in today=s market. At the request of Mr. DePrima and there being no objections, Mr. Dougherty explained that, in the current economy, it is not unusual for contractors to submit very competitive bids and find novel ways to become the low bidder on a project. In addition, he advised members that contractors review projects differently. He stated that a wide range of bids are often received, and it is not unusual for one contractor to price a bid more competitively. Mr. Dougherty assured members he felt the bid amounts were adequate to complete the work requested. Mr. DePrima advised members that a bid bond and insurance certificate were submitted with the bid package. In addition, he stated that EDiS has indicated that they have worked with Reybold Construction Group, LLC previously and found them to be reputable. Confirming, Mr. Dougherty stated that EDiS is currently under contract with Reybold Construction Group, LLC for three (3) public school projects and that they are now the low bidder for another contract for the Middletown School District. Mr. DePrima recognized those area legislators who have committed Community Transportation Funds, totaling $140,000, to finance this project, as follows: Representative Scott ($20,000); Representative Carson ($15,000); Senator Bushweller ($15,000); Senator Bonini ($20,000); Representative Bennett ($30,000); Representative Blakey ($20,000); and Senator Ennis ($20,000). In addition, he noted that one (1) of the legislators has pledged funds for next fiscal year; therefore, an additional $15,000 is expected. Staff recommended awarding a lump sum contract to the low bidder, Reybold Construction Group, LLC, of Bear, Delaware, in the amount of $130,000 to construct the referenced improvements associated with the Dover Public Library – Bid Pack A.

CITY COUNCIL MEETING OF NOVEMBER 8, 2010 PAGE 20 Mr. McGiffin for approval of staff=s recommendation, seconded by Mr. Bonar and carried by a unanimous roll call vote. APPOINTMENT RECOMMENDED BY MAYOR CARLETON E. CAREY, SR. - ELECTION BOARD - SECOND DISTRICT - CHERRITTA MATTHEWS (TO FILL THE UNEXPIRED TERM OF GERALD P. FOSS - TERM TO EXPIRE MAY 2012) Mayor Carey recommended the appointment of Dr. Cherritta Matthews to serve on the Election Board - Second District, for a term to expire May 2012 (to fill the unexpired term of Gerald P. Foss). By consent agenda, Mr. McGlumphy moved for approval of the appointment of Dr. Cherritta Matthews to the Election Board - Second District, as recommended by Mayor Carey. The motion was seconded by Mr. Leary and carried by a unanimous roll call vote. COUNCIL AND COMMITTEE MEETINGS - HOLIDAY SCHEDULE Due to the holiday season, Council President Hogan recommended that the December 27th meetings of the Utility and Legislative, Finance, and Administration Committees and City Council be cancelled, as well as the Safety Advisory and Transportation Committee meeting scheduled for December 29th, with the understanding that if the need arises, special meetings will be called. Mr. Leary moved to accept the holiday schedule with the cancellation of the meetings on the December 27, 2010 and December 29, 2010, seconded by Mr. Salters and unanimously carried. COUNCIL MEMBERS ANNOUNCEMENTS Council President Hogan wished Mr. Ruane a happy birthday, noting that Wednesday, November 10th is his birthday. He also announced that the Christmas Tree Lighting Ceremony will be held outside in front of Council Chambers on November 29, 2010 at 6:00 p.m. and invited the public to attend. Mr. McGiffin reminded members to mark their calendars for June 25, 2011 for the next African American Festival. In addition, he reminded candidates that City Ordinances require election signs to be removed seven (7) days following an election. Mr. Salters announced that the City=s United Way Campaign is underway and noted that 11630 is the number assigned for the Inner City Cultural League. Mr. Bonar moved for adjournment, seconded by Mr. Leary and unanimously carried. Meeting Adjourned at 8:14 P.M.

CITY COUNCIL MEETING OF NOVEMBER 8, 2010 PAGE 21 TRACI A. McDOWELL CITY CLERK All orders, ordinances, and resolutions adopted by City Council during their Regular Meeting of November 8, 2010, are hereby approved. CARLETON E. CAREY, SR. MAYOR /TM/jg mag34B.wpd Exhibits Attached to Original Minutes and File Copy Exhibit #1 - Staff Substitute #1 to Ordinance #2010-25 Exhibit #2 - Memorandum dated October 8, 2010 - Fitch & Moody=s Rating Agencies - Electric Bond Refinancing and Attachment Exhibit #3 - Resolution No. 2010-15 Ratifying and Confirming the Sale of $8,810,000 Electric Revenue Refunding Bonds of the City of Dover (Series 2010) and Related Matters

EXHIBIT #1 Regular Council Meeting of 11/08/2010 CITY OF DOVER STAFF SUBSTITUTE #1 TO ORDINANCE #2010-25 BE IT ORDAINED BY THE MAYOR AND COUNCIL OF THE CITY OF DOVER, IN COUNCIL MET: That Appendix B – Zoning, Article 5 – Supplementary Regulations, Section 11 – Environmental Protection, be amended to read as follows: Section 11. Environmental protection. 11.1 Purpose. The purpose of this section is to protect public health and safety by ensuring that environmental standards for water, air, and soil in the city of Dover adequately address current practices in the realm of environmental protection. Further, it is the intent of this section to protect environmentally sensitive land as well as the plants and animals that reside on that land. 11.2 Environmentally sensitive areas and scarce resources. All land areas which contain one of the following natural features or combination of these features shall be considered to be an environmentally sensitive area or an area of scarce resources subject to specific requirements for environmental protection and conservation: flood hazard areas, steep slopes, water bodies and wetlands, wet soils, woodlands, significant wildlife habitats, prime agricultural soils, designated scenic areas, and natural areas and nature preserves identified in the comprehensive plan. 11.21 Flood hazard areas. All flood hazard areas shall remain as natural open space, except for the construction of roads authorized by the city of Dover and/or the Delaware Department of Transportation. a) For the purposes of this section, natural open space is defined as an area of land that excludes buildings, structures, and impervious surface from being constructed on or located within the area. For evaluating flood hazard areas, patios, cement slabs, sidewalks, and other similar constructs are considered to be structures and are similarly prohibited. 11.211 Redevelopment. Existing uses or buildings located within a flood hazard area are considered to be non-conforming structures and are subject to the following requirements if redevelopment occurs on properties within the flood hazard area. a) Non-residential uses existing in a flood hazard area seeking to redevelop a property under the requirements of Article 10 are required to reduce impervious surfaces for the lot by 15% from the pre-redevelopment conditions. b) For non-residential uses where less than 33% of the total lot area is located within a flood hazard area, the planning commission may waive or reduce the amount of required reduction in impervious surfaces. For projects being reviewed under administrative site plan review, the city planner may waive or reduce the amount of required reduction in impervious surface for projects where less than 33% of the total lot area is located within a flood hazard area. c) New residential building construction or additions of impervious surface are not permitted in pervious areas of the flood hazard area.

11.22 Water bodies and wetlands. Water bodies and wetlands shall be left as permanent open space. No development, filling, piping or diverting shall be permitted, except for required roads, to be approved by the United States Army Corps of Engineers and/or the Delaware Department of Natural Resources and Environmental Control. Within these same areas, the clearing or removal of natural ground cover or vegetation, including the cultivation of the soil for agricultural purposes, is prohibited. 11.221 For the purposes of this section, the following, as depicted on the most recent USGS Topographic Maps, shall be defined as water bodies: Cahoon Branch, Dover Run, Fork Branch, Little River, Maidstone Branch, McKee Run, Morgan Branch, Muddy Branch, Puncheon Run, Silver Lake, and St. Jones River. 11.222 Setbacks. All buildings, structures, and impervious surfaces shall be set back at least 100 feet from the top of bank from wetland areas greater than 0.25 acres in size and from all water bodies. Patios, cement slabs, sidewalks, and other similar constructs are considered to be impervious surfaces. Within this 100 foot setback, vegetative ground cover is required. This setback may be reduced under the conditions set forth as follows: Figure 11-1 (US Dept. of the Interior) Aquatics Riparian Upland Buffer a) The setback may be reduced to 50 feet from the top of bank provided that a riparian buffer is established in the setback, consisting of native vegetation. (See figure 11-1) b) The setback may be reduced to 30 feet from the top of bank provided that a riparian buffer is established in the setback, consisting of native vegetation and provided that bank stabilization is implemented through the planting of native species. (See figure 11-1) c) Single family residential uses may reduce the setback requirement to 75 feet of the top of bank.

d) Removal of buffer plantings without approval. The removal of native vegetation or plantings required for the purposes of riparian buffers for any purpose whatsoever, except the establishment of pathways (not greater than eight feet in width), shall be prohibited unless approved by the planning commission through the site plan, conditional use, or subdivision review process. e) Plantings in a riparian buffer that are removed without permission must be replaced with similar plantings within 30 days of removal. The City Planner may extend this time frame where and if weather conditions necessitate a delay. f) Exceptions to the setback requirements. Stairs, ramps, open decks, patios, fences, and docks necessary for access to natural features with a combined total of 200 square feet in size are exempt from the setback restrictions. Paved trails and sidewalks of up to 6 feet in width or less are exempt from the setback restrictions as defined in this section. 11.23 Wet soils. No construction shall be permitted where the seasonally high water table is within 2 1/2 feet of the surface unless crawl space, piles or slab on grade with provisions to prevent water seepage will be used to prevent water damage to the building. The proposed construction techniques must be approved by the building inspector in accordance with City of Dover Building Code and must meet or exceed the standards of the Federal Housing Administration. No basements or cellars shall be permitted to be constructed below the seasonal high water table, unless special measures are taken to prevent water damage to the building. Such measures must be approved by the building inspector in accordance with City of Dover Building Code and must meet or exceed the standards of the Federal Housing Administration. 11.231 Requirements for development applications. Site development applications appearing before the planning commission must include either a wetland delineation prepared by a licensed/registered soil scientist, wetlands scientist, or professional engineer in accordance with US Army Corps of Engineers standards; or provide a statement from the design professional that no wetlands are present on the site. 11.232 Requirements for major subdivision applications. Subdivision plans must identify the seasonal high water table on each lot if basements are proposed for those lots. A licensed Class D Soil Scientist is required to determine the seasonal high water table and this information must be displayed on the subdivision plat. This information must also be present in the deed and plot plan for each property. Basements may be prohibited where severe groundwater conditions exist. a) A lot specific study may be substituted for the recorded seasonal high water table as per the subdivision plan. 11.24 Significant wildlife habitat. Natural features that constitute significant wildlife habitats are considered to be environmentally sensitive features and a scarce resource deserving of protection. The natural features that typically provide significant wildlife habitat include wetlands and marsh areas that provide nesting and breeding grounds for waterfowl and support a wide variety of aquatic life; wooded areas in general, but most especially the edges of the

wooded areas adjacent to open fields and along stream corridors; freshwater marsh and wetland areas, old fields and hedgerows; and natural areas of grasses and shrubs along the edges of open fields, drainage channels and wetlands. Applications for subdivision plan and site development plan approval shall include the identification of all areas and features which constitute significant wildlife habitat as part of the documentation of existing site conditions. The protection and preservation of wildlife habitat shall be considered by the planning commission in development review. 11.25 Scenic resources. Scenic resources shall consist of the following: mature woodlands and most especially the edges of wooded areas adjacent to open fields, wetlands or urbanized areas; other areas of mature natural vegetation such as marsh grasses; the historic district and areas listed on the National Register of Historic Places; and freestanding historic buildings and sites and other buildings or districts of the city exhibiting particular architectural or visual merit buildings and places of special public or cultural significance, and significant views and view corridors to buildings or places of architectural, visual, public or cultural value and to attractive natural areas. Application for subdivision plan or site development plan approval shall include, as a part of the documentation of existing site conditions, the presence of and location of all scenic resources. The preservation and enhancement of the scenic resources potentially affected by the proposed development shall be considered by the planning commission in development review. 11.251 Silver Lake. All Site Plan, Conditional Use Site Plan, or Subdivision applications for parcels where any boundary of the parcel is abutting Silver Lake are required to go before the Silver Lake Commission prior to appearing before planning commission. The Silver Lake Commission shall provide advisory comments for the planning commission on such applications. 11.26 Combinations of environmentally sensitive features and scarce resources. Wherever more than one environmentally sensitive feature or scarce resource is present on a site in combination, special care shall be taken in both the documentation of existing conditions on a site being considered for development and in the planning commission's review of a specific subdivision plan or site development plan application. In general, the use of available development options such as planned neighborhood design and traditional neighborhood design is strongly encouraged to take advantage of the design and the planning feasibility in new development projects afforded by these options to preserve and protect environmentally sensitive features and the natural processes associated with these features to the maximum extent possible. 11.3 Stormwater management. All development must be designed, constructed, and maintained in accordance with State of Delaware Sediment and Stormwater regulations. The planning commission may require stormwater management in excess of the minimum regulations in areas with documented drainage problems upon concurrence with the Kent Conservation District, State of Delaware, or the City Engineer. BE IT FURTHER ORDAINED THAT: Appendix B – Zoning, Article 5 – Supplementary Regulations, Section 16 – Tree Planting and Preservation, be amended by deleting the definition of “Wetlands” under subsection 16.2 Definitions.

BE IT FURTHER ORDAINED THAT: Appendix B – Zoning, Article 12 – Definitions, be amended by inserting the following definitions in the proper alphabetical order of this article: Vegetative Ground Cover: Grass and a combination of shrubs and/or trees planted or naturally occurring that occupies a portion of a property for the purpose of maintaining or improving water quality or natural conditions of the land. Wetlands: Lands that are inundated or saturated by surface or ground water at a frequency and duration sufficient to support, and that under normal circumstances do support, a prevalence of vegetation typically adapted for life in saturated soils conditions. ADOPTED: NOVEMBER 8, 2010

EXHIBIT #2 Regular Council Meeting of 11/08/2010 City of Dover Finance Department PO Box 475 Dover DE 19903-0475 Phone: (302-736-7018 FAX: (302) 736-7177 E-Mail: dmitchell @dover.de.us MEMORANDUM To: Mayor and City Council From: Donna Mitchell, Controller/Treasurer Copy: City Manager and City Clerk Date: October 8, 2010 Subject: Fitch & Moody’s Rating Agencies – Electric Bond Refinancing Attached for your review is a presentation that was provided to Fitch and Moody’s Rating Agencies last week in light of our Electric Bond Refinancing by me and our Financial Advisor. Our current rating by Moody’s’ is Aa2 – High quality by all standards. Fitch’s rating is A+ - High credit quality and our goal is to have Fitch raise our rating to AA+ - Very high credit quality so it would be on par with Moody’s. The better the rating the lower your interest cost on new debt issues. We were able to demonstrate the financial strength of the Electric Utility as you will see in the presentation. A couple of areas of concern for the rating agencies were (a) the transfer to the General Fund exceeding our policy guidelines and (b) what are the City’s plans to address the General Fund revenue shortfalls in next year’s budget and the future. In anticipation of this question, it was explained that the budget would be submitted to Council within the policy guidelines and if we continue to have less than needed revenues in the General Fund, the City Council would be provided alternative funding mechanisms as was done this past year. Both firms did ask if there was a lot of citizen input for the rate/fee increases. I explained yes, and City Council knowing they had to balance a tax increase, water and wastewater increases during the current economic climate impacted their decision to raise the transfer. Council cut the tax rate increase in half, increased the General Fund transfer, and then incorporated a power cost adjustment credit to address the concerns of the citizens and business owners. I explained these decisions were not made without us running the financial models to insure compliance of our debt covenant and positive cash balances. They were pleased to see we were doing something about our Pension and OPEB liabilities. Even though we planned to phase in funding for all funds, we were able to fund the entire share of the Electric Utility. I also explained the Health Benefit Committee and our goal of recommending cost reduction alternatives to City Council. Our current date for sale of the bonds is November 3 (see page 21). If you would like to sit in on the sale as we did the last time we went to market, I can have it set up in the Weyandt Hall Conference Room. I will be happy to answer any questions you may have, just give me a call.

EXHIBIT #3 Regular Council Meeting of 11/08/2010 RESOLUTION RATIFYING AND CONFIRMING SALE OF $8,810,000 ELECTRIC REVENUE REFUNDING BONDS OF THE CITY OF DOVER (SERIES 2010) AND RELATED MATTERS WHEREAS, The City of Dover (the “City”) is authorized pursuant to Chapter 111, Volume 52, Laws of Delaware, as amended, and the City Charter, Chapter 158, Volume 36, Laws of Delaware, as amended (the “Enabling Acts”) to issue revenue bonds for the purpose of financing and refinancing improvements to its electric system; WHEREAS, pursuant to the Enabling Acts, the City adopted a Resolution on December 23, 1985, as subsequently supplemented (the “Original Bond Resolution”) in order to issue various series of electric revenue bonds; WHEREAS, the Original Bond Resolution was amended and restated by a Resolution adopted on August 23, 2004 (the “Bond Resolution”) pursuant to which the City issued The City of Dover, Delaware $22,535,000 Electric Revenue Refunding Bonds (Taxable Series 2004) (the “2004 Bonds”); WHEREAS, the City has previously entered into a Debt Service Reserve Agreement (the “Reserve Agreement”) dated as of January 30, 1995 with Delaware Trust Company as trustee (now succeeded by the Trustee as defined herein) and TMG Financial Products, Inc (now succeeded by JPMorgan Chase Bank, National Association), relating to the investment of the debt service reserve funds for the City’s electric revenue bonds, including the 2004 Bonds; WHEREAS, the City desires to unwind and terminate the Reserve Agreement; WHEREAS, pursuant to the Bond Resolution and a Resolution adopted on August 23, 2010 (the “Authorizing Resolution” and together with the Bond Resolution, the “Resolutions”), City Council authorized the Mayor and Controller/Treasurer to cause the issuance of up to $12,000,000 of Electric Revenue Refunding Bonds (the “2010 Bonds”) to refund the 2004 Bonds; WHEREAS, the Mayor and Controller/Treasurer with the assistance of Public Financial Management, Inc., as the City’s financial advisor, solicited proposals from investment banking firms and other entities that underwrite municipal bonds to act as underwriter for the 2010 Bonds pursuant to a Notice of Sale dated November 17, 2010, a copy of which is attached hereto as Exhibit “A.” Copies of the bids received pursuant to the Notice of Sale are attached as Exhibit “B.” The bid submitted by J.P. Morgan Securities LLC (the “Underwriter”), offering to purchase the 2010 Bonds at a net purchase price of $9,412,619.30 (which bid price has been adjusted as per the Notice of Sale) has been selected as offering the proposal with the lowest true interest cost to the City. NOW THEREFORE, the Council hereby resolves as follows: 1. Defined Terms. All defined terms used herein, identified by initial capital letters and not otherwise defined herein, shall have the meanings assigned to them in the Bond Resolution. DMEAST #12847701 v3

2. Authorization of 2010 Bonds. The City Council hereby ratifies and affirms the actions taken by the Mayor to cause the issuance of $8,810,000 aggregate principal amount of 2010 Bonds to be designated “City of Dover Electric Revenue Refunding Bonds (Series 2010)” on the terms and subject to the conditions hereinafter set forth. 3. Purposes. The proceeds from the sale of the 2010 Bonds shall be used to provide funds for (a) the refunding of the 2004 Bonds and (b) the payment of the costs of issuance of the 2010 Bonds and other transaction costs related to the foregoing. 4. Pledge of Revenues; Parity Bonds. Pursuant to Section 512 of the Bond Resolution, the City has pledged, and does hereby ratify and confirm said pledge of, the Revenues of the Electric System to the payment of the principal of, premium, if any, and interest on, every Bond issued under the Bond Resolution, including the 2010 Bonds, as and to the extent provided in the Bond Resolution. The 2010 Bonds will be issued pursuant to Section 209 of the Bond Resolution and will be secured on a parity with the other Bonds issued under the Bond Resolution. 5. Payment and other Terms of Bonds; Form of Bonds. a. Maturities, Interest Rates. The 2010 Bonds shall be issued in denominations of $5,000 or integral multiples thereof, shall be dated the date of issuance, shall be stated to mature on July 1 in the years and in the principal amounts and shall bear interest from the date of issuance, payable on each Interest Payment Date commencing July 1, 2011, all as set forth on Schedule 1 appended hereto. b. Form of Bonds. The 2010 Bonds, the form for ordinary registration of, transfer and the form of certificate of authentication to appear thereon are to be substantially in the form set forth in Exhibit C hereto with necessary or appropriate variations, omissions and insertions as permitted or required by the Bond Resolution. 6. Redemption Provisions. The Series 2010 Bonds are not subject to optional or mandatory redemption prior to their stated maturities. 7. Book-Entry Form of Issue. The 2010 Bonds shall be issued in book entry form subject to the terms and conditions of the Blanket Letter of Representations to The Depository Trust Company (“DTC”) attached as Exhibit D hereto notwithstanding anything to the contrary in the Bond Resolution. DTC and its participants, and the beneficial owners of the 2010 Bonds by their acceptance of the 2010 Bonds, have agreed that neither the City nor the Trustee (as defined below) shall have any liability for the failure of DTC to perform its obligations as set forth in this Resolution or in the “Rules” or “Procedures” of DTC; nor shall the City or the Trustee be liable for the failure of any participant to perform any obligation the participants may incur to a beneficial owner of any 2010 Bond. 8. Trustee, Paying Agent and Registrar. The Bank of New York Mellon, is appointed as the Trustee (the “Trustee”) and either the Trustee or the City may serve as Paying Agent and Registrar for the 2010 Bonds at the direction of the Controller/Treasurer. 9. Creation of Funds and Accounts; Deposit of Bond Proceeds. The Trustee shall DMEAST #12847701 v3 2

establish the following funds and accounts with respect to the 2010 Bonds and shall deposit the proceeds of the 2010 Bonds into said funds and accounts as follows: a. Costs of Issuance; Expense Account. The Trustee shall establish an account within the Expense Fund to be called the “Expense Account - 2010 Bonds” and shall deposit therein, from the proceeds of the 2010 Bonds, the amount certified by the City as reasonably estimated to pay the costs of issuing the 2010 Bonds and other transaction costs relating thereto. Upon written request of the City identifying the payee and the purpose of the payment, the Trustee shall disburse funds from said account to pay for, or reimburse, costs of issuing the 2010 Bonds and transaction costs relating thereto. Upon written certification of the City that all costs of issuing the 2010 Bonds and related transaction costs have been paid, or duly provided for, any funds remaining in said Expense Account shall be transferred to the Redemption Account in the Interest and Sinking Fund for the 2004 Bonds. b. Debt Service Reserve; Reserve Account. The Trustee shall establish a sub-account within the Reserve Account, to be called the “Reserve Account - 2010 Bonds.” The funds in the Reserve Account shall be invested in accordance with the Resolutions at the written direction of the Controller/Treasurer. 10. Preliminary Official Statement and Official Statement. The Council hereby ratifies the use of the Preliminary Official Statement dated October 26, 2010 and the final Official Statement, copies of which have been presented to this meeting, and their distribution to prospective purchasers. The Council hereby ratifies the actions taken by the Mayor and Controller/Treasurer in executing the Official Statement in the name of The City of Dover, supervising its distribution to the Underwriters, to municipal securities information repositories and to potential purchasers and in making changes from the Preliminary Official Statement to the date of delivery to make the information contained therein not contain any untrue statement of a material fact or omit to state a material fact necessary to make any statement therein, in light of the circumstances under which it was made, not misleading. 11. Reserve Agreement. The Council hereby authorizes the unwinding and termination of the Reserve Agreement according to any related provisions therein if found to be in the City’s best interest by the Controller/Treasurer after consultation with Public Financial Management, Inc. and PFM Asset Management, LLC, as the City’s financial and investment advisor. 12. No Consents Required for Amendments. Any amendments to the Bond Resolution contained in this Ratifying Resolution are being made without the consent of any bondowners because, upon the issuance of the 2010 Bonds, the owners of the 2010 Bonds shall hold a majority of the Bonds Outstanding under the Bond Resolution and shall have consented thereto. The notice of amendment to bondholders required by Section 1002 of the Bond Resolution is satisfied by the Official Statement sent to prospective holders of the 2010 Bonds since the 2010 Bonds will be the majority of Bonds Outstanding on the date of issuance. 13. Certain Representations and Covenants of the City. The City hereby represents and covenants with the holders of the 2010 Bonds that: DMEAST #12847701 v3 3

a. this Ratifying Resolution incorporates by reference all the terms of the Bond Resolution; b. the Bond Resolution, as amended by this Ratifying Resolution, is in full force and effect. Hereafter, the Bond Resolution shall comprise the Bond Resolution as amended by this Ratifying Resolution; and c. all conditions to be satisfied and all acts and things necessary to be done in order to make this Ratifying Resolution binding on the City have been satisfied or done, as the case may be. 14. Future Actions. The Mayor, Controller/Treasurer, Clerk of Council and other City officials are authorized and directed to take all actions necessary to issue the 2010 Bonds and carry out the terms and the purposes of this Resolution, including the making of any elections and the filing of any reports with the Internal Revenue Service, and the delivery of necessary closing documents and certificates. The Clerk of Council shall maintain an official transcript of the proceedings relating to the sale of the 2010 Bonds including copies of the Preliminary Official Statement and Official Statement. 15. Effective Date. This Resolution shall be effective immediately upon its adoption according to law. APPROVED by the Council of The City of Dover the 8th day of November, 2010 City Clerk The City of Dover APPROVED by the Mayor of The City of Dover the ___ day of __________, 2010. DMEAST #12847701 v3 4

SCHEDULE 1 The City of Dover, Delaware Electric Revenue Refunding Bonds (Series 2010) See Attached. DMEAST #12847701 v3

EXHIBIT A Notice of Sale See Attached DMEAST #12847701 v3 A-1

EXHIBT B Bids Received See Attached DMEAST #12847701 v3 B-1

EXHIBIT C FORM OF BOND R- $___________ STATE OF DELAWARE THE CITY OF DOVER, DELAWARE ELECTRIC REVENUE REFUNDING BOND (SERIES 2010) INTEREST RATE MATURITY DATE DATED DATE CUSIP REGISTERED OWNER: Cede and Company PRINCIPAL AMOUNT: DOLLARS The City of Dover (herein called the “City”), a municipal corporation in the County of Kent, State of Delaware, for value received, hereby promises to pay, solely from the sources hereinafter described, to the Registered Owner identified above, or registered assigns, the Principal Amount identified above on the Maturity Date specified above, unless this Bond shall have been previously called for redemption and payment of the redemption price shall have been duly made or provided for in accordance with the hereinafter described Bond Resolution, and to pay (but only out of the sources hereinafter described) interest at the Interest Rate specified above on such Principal Amount from the interest payment date next preceding the date of registration and authentication of this bond, unless this bond is registered and authenticated as of an interest payment date, in which event this Bond shall bear interest from such interest payment date, or unless this Bond is registered and authenticated prior to the Dated Date, in which event this Bond shall bear interest from the Dated Date, or unless, as shown by the records of The Bank of New York Mellon, as Trustee (the “Trustee”), interest on the hereinafter referred to Bonds shall be in default, in which event this Bond shall bear interest from the last date to which interest has been paid, at the rate specified above payable semiannually on January 1 and July 1 of each year commencing on January 1, 2011, until payment in full of such Principal Amount, and to pay interest on overdue principal and, to the extent permitted by law, on overdue interest at the rate specified above. Principal of and interest on this Bond is payable in lawful money of the United States of America at the principal office of the City Treasurer, as Paying Agent, or its successor (the “Paying Agent”); provided, however, that payment of the semiannual interest hereon shall be made to the person in whose name this Bond is registered as of the close of business on the 15th day of the calendar month next preceding each interest payment date by check or draft mailed to such registered owner at such owner's address as it appears on the registration books of the Trustee, as Registrar, or at such other address as is furnished in writing by such registered owner to the Paying Agent. THIS BOND IS NOT A DEBT OF THE CITY OR A PLEDGE OF THE FAITH AND CREDIT OF THE CITY, BUT IS PAYABLE SOLELY FROM THE SPECIAL FUND PROVIDED THEREFOR FROM THE REVENUES OF THE ELECTRIC SYSTEM OF THE DMEAST #12847701 v3 C-1

CITY, AS PROVIDED BY THE ENABLING ACT (HEREINAFTER MENTIONED) AND THE BOND RESOLUTION AND FROM THE INTEREST AND SINKING FUND ESTABLISHED UNDER THE BOND RESOLUTION, AND THE OWNER HEREOF HAS NO RIGHT TO COMPEL THE LEVY OF ANY TAX FOR THE PAYMENT OF THIS BOND OR THE INTEREST TO ACCRUE THEREON. THE CITY IS NOT OBLIGATED TO PAY THIS BOND OR THE INTEREST HEREON EXCEPT FROM SUCH SPECIAL FUNDS, AND NO OWNER OF THIS BOND SHALL EVER HAVE THE RIGHT TO ENFORCE THE PAYMENT THEREOF AGAINST ANY PROPERTY OF THE CITY, AND THIS BOND DOES NOT CONSTITUTE A CHARGE, LIEN OR ENCUMBRANCE, LEGAL OR EQUITABLE, UPON ANY PROPERTY OF THE CITY. This bond is one of a duly authorized series of revenue bonds of the City, designated “Electric Revenue Refunding Bonds (Series 2010)”, in the original aggregate principal amount of $8,810,000 (the “2010 Bonds”) issued pursuant to a Resolution adopted by the City on December 23, 1985, as amended and restated by Amending and Restating Electric Revenue Bonds Resolution Adopted August 23, 2004 and Resolution No. 2010-10 adopted August 23, 2010 (collectively, the “Bond Resolution”) and a Ratifying Resolution adopted November 8, 2010 to provide funds for (i) the refunding of The City of Dover, Delaware $22,535,000 Electric Revenue Refunding Bonds (Taxable Series 2004) and (ii) the payment of the costs of issuance of the 2010 Bonds. The Bond Resolution also provides for the issuance, from time to time, under the conditions, limitations and restrictions therein set forth, of additional Bonds for the purpose of paying all or a part of the cost of additional improvements of the City's electric system (the “Electric System”), and for the purpose of refunding any Bonds issued by the City under the provisions of the Bond Resolution. Reference is hereby made to the Bond Resolution for the provisions, among others, with respect to the custody and application of the proceeds of Bonds issued under the Bond Resolution, the collection and disposition of revenues, the funds charged with and pledged to the payment of the interest on and the principal of the Bonds, the nature and extent of the security, the terms and conditions on which the Bonds of each series are or may be issued, the rights, duties and obligations of the City and of the Trustee under the Bond Resolution and the rights of the owners of the Bonds, and, by the acceptance of this bond, the owner hereof assents to all the provisions of the Bond Resolution. Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Bond Resolution. This bond is issued and the Bond Resolution was adopted under and pursuant to the Constitution and laws of the State of Delaware, particularly Chapter 111, Volume 52, Laws of Delaware, as amended by Chapter 340, Volume 57, Laws of Delaware, (the “Enabling Act”). The Bond Resolution, in accordance with and as required by the Enabling Act, provides for the fixing, revising and collecting by the City of rates, fees and other charges for the use of, and for the services and facilities furnished by, the Electric System which will provide revenues sufficient at all times to pay the cost of maintaining, repairing and operating the Electric System and provide reserves therefor and to pay the principal of and the interest on all bonds issued under the provisions of the Bond Resolution and then Outstanding as the same shall become due and payable and to provide reserves therefor. The Bond Resolution provides for the creation of a special fund designated “City of Dover Electric Revenue Bonds Interest and Sinking Fund” (the “Interest and Sinking Fund”), which special fund is pledged to and charged with the payment of the principal of and the interest on all Bonds issued under the provisions of the Bond Resolution. The Bond Resolution also DMEAST #12847701 v3 C-2

provides for the City to apply the revenues of the Electric System to maintain an Improvement and Extension Fund. After providing for current expenses of the Electric System and current debt service payments on the Bonds issued under the Bond Resolution, certain reserves therefor and the required level of contribution to the Improvement and Extension Fund, the Bond Resolution permits the City to apply the net revenues remaining from the Electric System to any lawful purpose of the City. Modifications or alterations of the Bond Resolution or of any resolution supplemental thereto may be made to the extent and in the circumstances permitted by the Bond Resolution. This bond is transferable by the registered owner hereof in person or by his attorney duly authorized in writing at the designated office of the Trustee but only in the manner, and subject to the limitations and upon payment of the charges provided in the Bond Resolution, and upon surrender and cancellation of this bond. Upon such transfer, a new bond or Bonds of the same maturity or maturities, interest rate or rates and of an authorized denomination or denominations, for the same aggregate principal amount will be issued to the transferee in exchange therefore. The City and the Trustee may deem and treat the registered owner hereof as the absolute owner hereof (whether or not this bond shall be overdue) for the purpose of receiving payment of or on account of principal and interest due on the Bonds and for all other purposes, and neither the City nor the Trustee shall be affected by any notice to the contrary. The City and the Trustee are not required (a) to issue, transfer or exchange any Bonds during the period beginning at the opening of business on the 15th day of the month preceding any interest payment date and ending at the close of business on the interest payment date, or (b) to transfer or exchange any Bonds selected, called or being called for redemption in whole or in part. As declared by the Enabling Act, this bond shall be negotiable for all purposes, except as restricted by registration. This bond is issued with the intent that the Laws of the State of Delaware shall govern its construction. All acts, conditions and things required by the Constitution and laws of the State of Delaware and the ordinances and resolutions of the City to happen, exist and be performed precedent to and in issuance of this bond have happened, exist and have been performed as so required. This bond shall not be valid or become obligatory for any purpose or be entitled to any benefit or security under the Bond Resolution until the certificate of authentication appended hereto shall have been signed by the Trustee. DMEAST #12847701 v3 C-3

IN WITNESS WHEREOF, The City of Dover has caused this bond to bear the manual or facsimile signature of its Mayor and the manual or facsimile signature of its City Clerk, and has caused the City’s corporate Seal to be printed or affixed hereon. ____________________________ Mayor ____________________________ City Clerk (SEAL) DMEAST #12847701 v3 C-4

TRUSTEE’S CERTIFICATE OF AUTHENTICATION This bond is one of the Bonds of the series designated therein and issued under the provisions of the within mentioned Resolution. By: The Bank of New York Mellon, as Trustee By: Date of Authentication Authorized Officer DMEAST #12847701 v3 C-5

ASSIGNMENT For the value received, the undersigned sells, assigns and transfers unto _______________ the within Bond and does hereby irrevocably constitute _______________________ attorney to transfer the said Bond on the books kept for registration of said Bond, with full power of substitution in the premise. Dated: ________________ _______________________________ Signature of Registered Owner NOTICE: The signature(s) to this assignment must correspond with the name as it appears on the face of the within Bond in every particular, without alteration or enlargement or any change whatever. Signature Guaranteed: ___________________________________ NOTICE: Signature(s) must be guaranteed by an approved eligible guarantor institution, an institution which is a participant in a Securities Transfer Association recognized signature guaranteed program. DMEAST #12847701 v3 C-6

EXHIBIT D BLANKET LETTER OF REPRESENTATIONS TO THE DEPOSITORY TRUST COMPANY See Attached DMEAST #12847701 v3 D-1