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ANNUAL COUNCIL MEETING AGENDA MAY 9, 2016 - 7:30 P.M. CITY HALL COUNCIL CHAMBERS 15 LOOCKERMAN PLAZA, DOVER, DELAWARE R EVISED BY RE - ORDERING ITEM #11, S TATE OF THE C ITY M ESSAGE - MAYOR ROBIN R. CHRISTIANSEN, AS NEW ITEM #7 AND RE-ORDERING THE REMAINING ITEMS ACCORDINGLY PRESENTATION OF THE COLORS BY DOVER HIGH SCHOOL AIR FORCE JUNIOR RESERVE OFFICER TRAINING CORPS (AFJROTC) INVOCATION BY REVEREND ELMER N. DAVIS, JR. - WHATCOAT UNITED METHODIST CHURCH PLEDGE OF ALLEGIANCE LED BY DOVER HIGH SCHOOL AIR FORCE JUNIOR RESERVE OFFICER TRAINING CORPS (AFJROTC) NATIONAL ANTHEM BY ALLYSA PEREZ, DOVER HIGH SCHOOL CHORUS AGENDA ADDITIONS/DELETIONS * CONSENT AGENDA THOSE ITEMS ON THE COUNCIL AGENDA WHICH ARE CONSIDERED ROUTINE AND NON- CONTROVERSIAL SHALL BE MARKED WITH AN ASTERISK (*) AND WILL BE ACTED UPON BY A SINGLE ROLL CALL VOTE OF THE COUNCIL. THERE WILL BE NO SEPARATE DISCUSSION OF THESE ITEMS UNLESS A MEMBER OF COUNCIL SO REQUESTS, IN WHICH EVENT THE MATTER SHALL BE REMOVED FROM THE CONSENT AGENDA AND CONSIDERED A SEPARATE ITEM. * 1. ADOPTION OF MINUTES - REGULAR COUNCIL MEETING OF APRIL 25, 2016 2. REAFFIRMATION OF MAYOR AND COUNCIL OATHS OF OFFICE ADMINISTERED BY THE HONORABLE WILLIAM L. WITHAM JR., RESIDENT JUDGE - SUPERIOR COURT 3. CERTIFICATES OF CONGRATULATIONS A. CAESAR RODNEY SCHOOL DISTRICT 100TH ANNIVERSARY B. DOVER HIGH SCHOOL MUSIC DEPARTMENT 4. ELECTION OF COUNCIL PRESIDENT/VICE-MAYOR 5. RECESS FOR PHOTOGRAPHS (MAYOR AND COUNCIL) 6. PROCLAMATIONS A. COMMUNITY ACTION MONTH B. MENTAL HEALTH AWARENESS MONTH C. PUBLIC WORKS WEEK 7. STATE OF THE CITY MESSAGE - MAYOR ROBIN R. CHRISTIANSEN

COUNCIL AGENDA - MAY 9, 2016 PAGE 2 8. ANNEXATION OF PROPERTIES LOCATED AT 1411 AND 1417 SOUTH GOVERNORS AVENUE, OWNED BY HEARTLAND DELAWARE, INC. A. PUBLIC HEARING - ZONING CLASSIFICATION PROPERTIES LOCATED AT 1411 SOUTH GOVERNORS AVENUE, CONSISTING OF 0.2158+/- ACRES (PARCEL C) AND 1417 SOUTH GOVERNORS AVENUE, CONSISTING OF 0.4497+/- ACRES (PARCEL D), OWNED BY HEARTLAND DELAWARE, INC. THESE PROPERTIES ARE CURRENTLY ZONED BG - GENERAL BUSINESS DISTRICT (KENT COUNTY ZONING CLASSIFICATION) AND THE PROPOSED ZONING IS C-4 - HIGHWAY COMMERCIAL (CITY OF DOVER ZONING CLASSIFICATION). (TAX PARCEL: ED-00-086.09-01-21.00-000 (PARCEL C) AND ED-00-086.09-01-22.00-000 (PARCEL D); PLANNING REFERENCE: AX-16-02; COUNCIL DISTRICT: 2) B. ADOPTION OF ANNEXATION RESOLUTION NO. 2016-02 C. FINAL READING/ADOPTION OF REZONING ORDINANCE #2016-12 THE FIRST READING OF THE PROPOSED ORDINANCE WAS ACCOMPLISHED DURING THE COUNCIL MEETING OF MARCH 14, 2016. THE ORDINANCE IS AVAILABLE AT THE ENTRANCE OF THE COUNCIL CHAMBERS AND ON THE CITY'S WEBSITE AT WWW.CITYOFDOVER.COM UNDER "GOVERNMENT." (1) AN ORDINANCE AMENDING THE ZONING ORDINANCE AND ZONING MAP OF THE CITY OF DOVER BY CHANGING THE ZONING DESIGNATION OF PROPERTIES LOCATED AT 1411 AND 1417 SOUTH GOVERNORS AVENUE 9. ANNEXATION OF PROPERTY LOCATED ADJACENT TO STATE ROUTE 1 AND SURROUNDING THE INTERSECTION OF LEIPSIC ROAD AND PERSIMMON TREE LANE INCLUDING THREE (3) UNADDRESSED LOTS OF A SINGLE PARCEL (LOTS 8, 9, AND 10A) AND PROPERTY LOCATED AT 1229 PERSIMMON TREE LANE (LOT 18), OWNED BY DOVER INTERNATIONAL SPEEDWAY, INC. A. PUBLIC HEARING - ZONING CLASSIFICATION PROPERTY LOCATED ADJACENT TO STATE ROUTE 1 AND SURROUNDING THE INTERSECTION OF LEIPSIC ROAD AND PERSIMMON TREE LANE (THREE (3) UNADDRESSED LOTS OF A SINGLE PARCEL), CONSISTING OF 5.67+/- ACRES (LOT 8), 10.21+/- ACRES (LOT 9), AND 13.69+/- ACRES (LOT 10A) AND PROPERTY LOCATED AT 1229 PERSIMMON TREE LANE, CONSISTING OF 228.86+/- ACRES (LOT 18), OWNED BY DOVER INTERNATIONAL SPEEDWAY, INC. THESE PROPERTIES ARE CURRENTLY ZONED AR - AGRICULTURAL RESIDENTIAL (KENT COUNTY ZONING CLASSIFICATION) AND THE PROPOSED ZONING IS RC - RECREATIONAL AND COMMERCIAL (CITY OF DOVER ZONING CLASSIFICATION). (TAX PARCELS: LC-00-058.00-01-29.00-000 (LOTS 8, 9, AND 10A) AND LC-00-058.00-01- 02.00-000 (LOT 18); PLANNING REFERENCE: AX-16-03; COUNCIL DISTRICT: 3) B. ADOPTION OF ANNEXATION RESOLUTION NO. 2016-03 C. FINAL READING/ADOPTION OF REZONING ORDINANCE #2016-13 THE FIRST READING OF THE PROPOSED ORDINANCE WAS ACCOMPLISHED DURING THE COUNCIL MEETING OF MARCH 14, 2016. THE ORDINANCE IS AVAILABLE AT THE ENTRANCE OF THE COUNCIL CHAMBERS AND ON THE CITY'S WEBSITE AT WWW.CITYOFDOVER.COM UNDER "GOVERNMENT." (1) AN ORDINANCE AMENDING THE ZONING ORDINANCE AND ZONING MAP OF THE CITY OF DOVER BY CHANGING THE ZONING DESIGNATION OF THREE (3) UNADDRESSED LOTS OF A SINGLE PARCEL OF PROPERTY LOCATED ADJACENT TO STATE ROUTE 1 AND SURROUNDING THE INTERSECTION OF LEIPSIC ROAD AND PERSIMMON TREE LANE, AND PROPERTY LOCATED AT 1229 PERSIMMON TREE LANE

COUNCIL AGENDA - MAY 9, 2016 PAGE 3 10. PUBLIC HEARING/FINAL READING OF PROPOSED ORDINANCE #2016-15 - REZONING REQUEST FOR PROPERTIES LOCATED IN THREE (3) AREAS (A, B, AND C) CONSISTING OF FOURTEEN (14) PARCELS TOTALING 291.07+/- ACRES, OWNED BY DOVER INTERNATIONAL SPEEDWAY, INC. THE FIRST READING OF THE PROPOSED ORDINANCE WAS ACCOMPLISHED DURING THE COUNCIL MEETING OF MARCH 28, 2016. THE ORDINANCE IS AVAILABLE AT THE ENTRANCE OF THE COUNCIL CHAMBERS AND ON THE CITY'S WEBSITE AT WWW.CITYOFDOVER.COM UNDER "GOVERNMENT." » AREA A: TWELVE (12) PARCELS LOCATED EAST OF LEIPSIC ROAD AND WEST OF STATE ROUTE 1, TOTALING 195.13+/- ACRES. THE CURRENT ZONING IS CPO (COMMERCIAL AND PROFESSIONAL OFFICE) AND R-8 (ONE-FAMILY RESIDENCE), PARTIALLY SUBJECT TO THE SWPOZ (SOURCE WATER PROTECTION OVERLAY ZONE), AND THE PROPOSED ZONING IS RC (RECREATIONAL AND COMMERCIAL), PARTIALLY SUBJECT TO THE SWPOZ (SOURCE WATER PROTECTION OVERLAY ZONE). (TAX PARCELS: LC-05-058.17-02-01.00-000, LC-05-058.17-01-07.00-000, ED-05-058.17-01-11.00-000, LC-05-058.17-01-08.00-000, ED-05-058.17-01-18.00-000, LC-05-058.17-01-09.00-000, ED-05-058.17-01-19.00-000, ED-05-068.05-01-02.01-000, LC-05-058.00-02-08.00-000, ED-05-068.05-01-16.00-000, LC-05-068.00-01-01.00-000, AND LC-05-068.10-01-01.00-000; PLANNING REFERENCE Z-16-04; COUNCIL DISTRICT: 3) » AREA B: LOCATED EAST OF STATE ROUTE 1 AND SOUTH OF PIT STOP LANE, TOTALING 10.43+/- ACRES. THE CURRENT ZONING IS MHP (MOBILE HOME PARK) AND THE PROPOSED ZONING IS RC (RECREATIONAL AND COMMERCIAL). (TAX PARCEL: LC-05-058.17-02-01.00-000; PLANNING REFERENCE Z-16-04; COUNCIL DISTRICT: 3) » AREA C: LOCATED NORTH OF PERSIMMON TREE LANE ADJACENT TO THE CITY LIMITS, TOTALING 85.51+/- ACRES. THE CURRENT ZONING IS A (AGRICULTURAL) AND THE PROPOSED ZONING IS RC (RECREATIONAL AND COMMERCIAL). (TAX PARCEL: LC-05-058.00-02-15.00-000; PLANNING REFERENCE Z-16-04; COUNCIL DISTRICT: 3) 11. PUBLIC HEARING/FINAL READING OF PROPOSED ORDINANCE #2016-14 THE FIRST READING OF THE PROPOSED ORDINANCE WAS ACCOMPLISHED DURING THE COUNCIL MEETING OF MARCH 28, 2016. THE ORDINANCE IS AVAILABLE AT THE ENTRANCE OF THE COUNCIL CHAMBERS AND ON THE CITY'S WEBSITE AT WWW.CITYOFDOVER.COM UNDER "GOVERNMENT." A. PROPOSED ORDINANCE #2016-14 AMENDING APPENDIX B - ZONING, ARTICLE 6 - OFF-STREET PARKING, DRIVEWAYS AND LOADING FACILITIES, SECTION 5 - SUPPLEMENTARY REGULATIONS FOR PARKING AND LOADING FACILITIES, SUBSECTION 5.3 - SUPPLEMENTARY PARKING REGULATIONS FOR MULTIPLE DWELLINGS, INCLUDING DUPLEXES, MULTIPLEXES, AND APARTMENTS * 12. DOVER HUMAN RELATIONS COMMISSION REPORT - APRIL 20, 2016 A. PRESENTATION BY THE METROPOLITAN WILMINGTON URBAN LEAGUE YOUNG PROFESSIONALS - DR. SHEKELIA HINES B. RECESS FOR PHOTOGRAPHS

COUNCIL AGENDA - MAY 9, 2016 PAGE 4 * 12. DOVER HUMAN RELATIONS COMMISSION REPORT - APRIL 20, 2016 (CONTINUED) C. DHRC COMMITTEE UPDATES (1) GOVERNMENT POLICY, PROGRAMS, AND PRACTICES COMMITTEE (MCGIFFIN) (A) CITY OF DOVER DIVERSITY QUESTIONNAIRE - QUESTIONS FOR ONLINE SURVEY (COMMISSION RECOMMENDED AUTHORIZING THE GOVERNMENT POLICY, PROGRAMS, AND PRACTICES COMMITTEE TO TAKE THE NEXT STEP AND PUT THE SURVEY QUESTIONS ONLINE AS DRAFTED) (2) COMMUNITY ENGAGEMENT COMMITTEE (ROACH) (A) DHRC LOGO (B) REACH ONE, TEACH ONE CHALLENGE (C) NEW IDEAS FOR COMMUNITY ENGAGEMENT D. EDUCATION COMMITTEE (BOGLE) E. COMMUNICATIONS COMMITTEE (GRIFFITH) (1) AFRICAN AMERICAN FESTIVAL (2) COMMUNITY INVOLVEMENT - PUBLIC RELATIONS INITIATIVE F. OLD BUSINESS (1) DHRC VACANCIES (FIRST AND FOURTH DISTRICTS) * 13. COUNCIL COMMITTEE OF THE WHOLE REPORT - APRIL 26, 2016 A. SAFETY ADVISORY AND TRANSPORTATION COMMITTEE (1) SPEED CONTROL MEASURES - INDEPENDENCE BOULEVARD (COMMITTEE RECOMMENDED ACCEPTANCE OF THE RECOMMENDATION OF DELDOT AND THE WORKING GROUP FOR THE ROUNDABOUT) (2) TRAFFIC CONCERNS - PROPOSED INTERCONNECTION BETWEEN THE ARBORS SENIOR GARDEN APARTMENTS AND EMERALD POINTE (COMMITTEE RECOMMENDED LOOKING INTO THE PROCESS OF ABANDONING THE STUB STREET THAT WAS RECOMMENDED BY THE PLANNING COMMISSION IN EMERALD POINTE) (3) REVIEW OF POSITION DESCRIPTION/REQUIREMENTS - CITY FIRE MARSHAL (INSPECTOR III) (DUE TO TIME CONSTRAINTS, THIS ITEM WAS DEFERRED) B. UTILITY COMMITTEE (1) DEDICATION OF RIGHTS-OF-WAY AND PUBLIC INFRASTRUCTURE - TRIBBITT STREET EXTENSION AND SOUTHERN PORTION OF DOVER HIGH DRIVE (LEANDER LAKES) (COMMITTEE RECOMMENDED ACCEPTANCE OF THE DEDICATION OF RIGHTS-OF-WAY AND PUBLIC INFRASTRUCTURE, TO INCLUDE ALL OF THE REFERENCED PUBLIC IMPROVEMENTS, AS WELL AS THEIR CONSTRUCTION VALUES) (2) ANNUAL ENGINEERING CONSULTANT'S REPORT ON THE OPERATION AND MAINTENANCE OF THE ELECTRIC SYSTEM - FISCAL YEAR 2015 (COMMITTEE RECOMMENDED ACCEPTANCE OF THE REPORT) (3) TEA/NAES REPORTS (JANUARY AND FEBRUARY) (COMMITTEE RECOMMENDED ACCEPTANCE OF THE REPORTS) (4) GARRISON OAK TECHNICAL PARK PROJECT UPDATES (COMMITTEE ACTION NOT REQUIRED)

COUNCIL AGENDA - MAY 9, 2016 PAGE 5 * 13. COUNCIL COMMITTEE OF THE WHOLE REPORT - APRIL 26, 2016 (CONTINUED) C. LEGISLATIVE, FINANCE, AND ADMINISTRATION COMMITTEE (1) UPDATES (A) TRANSFER OF REAL PROPERTY FROM DELAWARE CIVIC CENTER CORPORATION TO DELAWARE STATE UNIVERSITY (COMMITTEE RECOMMENDED THAT DELAWARE STATE UNIVERSITY (DSU) PRESENT THE COMMITTEE WITH A PROPOSAL FOR CITY COUNCIL TO TRANSFER THE PROPERTY TO DSU ) (B) OVERGROWTH OF BAMBOO - RODNEY ROAD (DUE TO TIME CONSTRAINTS, THIS ITEM WAS DEFERRED) (2) DOWNTOWN DOVER BUSINESS IMPROVEMENT DISTRICT (BID) BUDGET AND ASSESSMENT (TAX) RATES FOR FISCAL YEAR 2016-2017 (DUE TO TIME CONSTRAINTS, THIS ITEM WAS DEFERRED) (3) PROPOSED ORDINANCE #2016-10 AMENDING CHAPTER 2 - ADMINISTRATION, ARTICLE IV - OFFICERS AND EMPLOYEES, DIVISION 8 - DEFERRED COMPENSATION PLAN (SPONSORS: COLE AND KOENIG) (DUE TO TIME CONSTRAINTS, THIS ITEM WAS DEFERRED) (4) EVALUATION OF TRIAL PERIOD FOR COUNCIL COMMITTEE OF THE WHOLE MEETINGS (COUNCIL RESOLUTION NO. 2015-16) (DUE TO TIME CONSTRAINTS, THIS ITEM WAS DEFERRED) * 14. MONTHLY REPORTS - MARCH 2016 A. CITY ASSESSOR’S REPORT B. CITY MANAGER’S REPORT C. CITY PLANNER’S REPORT (FEBRUARY AND MARCH) D. CONTROLLER/TREASURER’S BUDGET REPORT E. ECONOMIC DEVELOPMENT OFFICE REPORT F. FIRE CHIEF’S REPORT (FEBRUARY AND MARCH) G. POLICE CHIEF’S REPORT * 15. QUARTERLY REVIEW OF CAPITAL INVESTMENT PLAN (CIP) (JANUARY, FEBRUARY, AND MARCH) * 16. APPOINTMENT OF INTERIM FIRE MARSHAL - JASON A. OSIKA 17. 2016/17 STAFF APPOINTMENTS - CITY COUNCIL A. CITY ASSESSOR B. BUILDING INSPECTOR C. CITY CLERK D. ASSISTANT CITY CLERK E. CONTROLLER/TREASURER F. ASSISTANT CONTROLLER/TREASURER G. ASSISTANT TREASURERS H. FIRE MARSHAL (DEFERRED) I. CITY SOLICITOR J. DEPUTY CITY SOLICITOR

COUNCIL AGENDA - MAY 9, 2016 PAGE 6 18. 2016/17 COMMITTEE APPOINTMENTS - COUNCIL PRESIDENT A. CIVILIAN PENSION PLAN - BOARD OF TRUSTEES B. COMPENSATION COMMISSION C. CONSTRUCTION CODE APPEALS COMMITTEE D. LEGISLATIVE, FINANCE, AND ADMINISTRATION COMMITTEE E. OTHER POST-EMPLOYMENT BENEFITS (OPEB) TRUST FUND BOARD F. PARKS, RECREATION, AND COMMUNITY ENHANCEMENT COMMITTEE G. POLICE PENSION PLAN - RETIREMENT COMMITTEE H. SAFETY ADVISORY AND TRANSPORTATION COMMITTEE I. UTILITY COMMITTEE 19. 2016/17 MISCELLANEOUS APPOINTMENTS - COUNCIL PRESIDENT A. CENTRAL DELAWARE CHAMBER OF COMMERCE - LIAISON MEMBER B. CITY/COUNTY COMMITTEE (LIAISON TO KENT COUNTY) C. KENT COUNTY TOURISM BOARD OF DIRECTORS - VOTING LIAISON MEMBER D. KENT ECONOMIC PARTNERSHIP BOARD OF DIRECTORS - VOTING LIAISON MEMBER 20. 2016/17 APPOINTMENTS RECOMMENDED BY COUNCIL PRESIDENT - PRESIDENT’S COUNSEL ON PUBLIC/PRIVATE PARTNERSHIPS AND THE FUTURE OF CITY HALL, WEYANDT HALL, FORMER DOVER LIBRARY, AND OTHER CITY PROPERTIES 21. 2016/17 COMMITTEE APPOINTMENTS - MAYOR A. COMPENSATION COMMISSION B. DOVER 4TH OF JULY CELEBRATION COMMITTEE C. DOVER PUBLIC LIBRARY ADVISORY COMMISSION D. DOWNTOWN DOVER PARTNERSHIP BOARD OF DIRECTORS E. ELECTION BOARD F. PROPERTY MAINTENANCE CODE BOARD OF APPEALS G. SILVER LAKE COMMISSION 22. COUNCIL APPOINTMENTS A. YOUTH ADVISORY COMMITTEE B. COMPENSATION COMMISSION * 23. RESOLUTION NO. 2016-04 - APPROVAL OF THE 2016 COMMUNITY DEVELOPMENT BLOCK GRANT (CDBG) ACTION PLAN (STAFF RECOMMENDS ADOPTION OF THE RESOLUTION) 24. CITY MANAGER’S ANNOUNCEMENTS 25. COUNCIL MEMBERS’ ANNOUNCEMENTS 26. ADJOURNMENT EXECUTIVE SESSION PURSUANT TO: 29 DEL. C. §10004(B)(2) - PRELIMINARY DISCUSSIONS ON SITE ACQUISITIONS FOR ANY PUBLICLY FUNDED CAPITAL IMPROVEMENTS, OR SALES OR LEASES OF REAL PROPERTY;

COUNCIL AGENDA - MAY 9, 2016 PAGE 7 EXECUTIVE SESSION PURSUANT TO (CONTINUED): 29 DEL. C. §10004(B)(4) - STRATEGY SESSIONS, INCLUDING THOSE INVOLVING LEGAL ADVICE OR OPINION FROM AN ATTORNEY-AT-LAW, WITH RESPECT TO COLLECTIVE BARGAINING OR PENDING OR POTENTIAL LITIGATION, BUT ONLY WHEN AN OPEN MEETING WOULD HAVE AN ADVERSE EFFECT ON THE BARGAINING OR LITIGATION POSITION OF THE PUBLIC BODY; 29 DEL. C. §10004(B)(6) - DISCUSSION OF THE CONTENT OF DOCUMENTS, EXCLUDED FROM THE DEFINITION OF "PUBLIC RECORD" IN §10002 OF THIS TITLE WHERE SUCH DISCUSSION MAY DISCLOSE THE CONTENTS OF SUCH DOCUMENTS; 29 DEL. C. §10004(B)(9) - PERSONNEL MATTERS IN WHICH THE NAMES, COMPETENCY AND ABILITIES OF INDIVIDUAL EMPLOYEES ARE DISCUSSED, UNLESS THE EMPLOYEE REQUESTS THAT SUCH A MEETING BE OPEN /TM S:\AGENDAS-MINUTES-PACKETS-PRESENTATIONS-ATT&EXH\COUNCIL-AGENDAS\2016\05-09-2016 ANNUAL REVISED 05-09-2016.WPD THE AGENDA ITEMS AS LISTED MAY NOT BE CONSIDERED IN SEQUENCE. PURSUANT TO 29 DEL. C. §10004(E)(2), THIS AGENDA IS SUBJECT TO CHANGE TO INCLUDE THE ADDITION OR THE DELETION OF ITEMS, INCLUDING EXECUTIVE SESSIONS, WHICH ARISE AT THE TIME OF THE MEETING.

REGULAR COUNCIL MEETING The Regular Council Meeting was held on April 25, 2016 at 7:30 p.m. with Council President Slavin presiding. Council members present were Mr. Anderson, Mr. Sudler, Mr. Neil, Mr. Lewis, Mr. Cole, Mr. Hosfelt, Mr. Hare, and Mr. Hutchison. Council staff members present were Deputy Police Chief Mailey, Mrs. Mitchell, Mr. Koenig, Mrs. Townshend, Fire Chief Carey, City Solicitor Rodriguez, and Mrs. McDowell. Mayor Christiansen (departed at 8:01 p.m.) 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 Slavin 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 Councilman Anderson, followed by the Pledge of Allegiance. AGENDA ADDITIONS/DELETIONS Mr. Hutchison moved for approval of the agenda, seconded by Mr. Cole and unanimously carried. Mr. Lewis requested that item #7 - Semi-Annual Inspection by the City Manager - Robbins Hose Company, be removed from the Consent Agenda. Mr. Anderson moved for approval of the Consent Agenda, as amended, seconded by Mr. Neil and carried by a unanimous roll call vote. ADOPTION OF MINUTES - REGULAR COUNCIL MEETING OF APRIL 11, 2016 The Minutes of the Regular Council Meeting of April 11, 2016 were unanimously approved by motion of Mr. Anderson, seconded by Mr. Neil and bore the written approval of Mayor Christiansen. CERTIFICATE OF CONGRATULATIONS - 2016 EXCELLENCE IN DOWNTOWN REVITALIZATION - GREGORY V. MOORE, P.E. AND BECKER MORGAN GROUP - OUTSTANDING DOWNTOWN COMMUNITY PARTNER FOR THE CITY OF DOVER The City Clerk read the following Certificate of Congratulations into the record: WHEREAS, over the years, Becker Morgan Group has played an integral role in Downtown Dover redevelopment and has prepared architectural plans for several major projects in the downtown area, such as North Street improvements, Loockerman Way Plaza, 22-24 West Loockerman Street, and the former Acme site at 120 South Governors Avenue. Their staff has assisted with marketing downtown sites for development and provided extensive in-kind services in support of multiple projects in the City of Dover Downtown Development District; and

CITY COUNCIL MEETING OF APRIL 25, 2016 PAGE 2 WHEREAS, Mr. Gregory V. Moore, P.E., Vice President of Becker Morgan Group, has served as President of the Downtown Dover Partnership since 2010, and members of Becker Morgan Group’s staff have served on the Partnership’s Design, Economic Development, and Parking Committees; and WHEREAS, during the 2016 Downtown Delaware Revitalize! Conference, hosted by the Delaware Economic Development Office, Mr. Gregory V. Moore and Becker Morgan Group were presented with the Excellence in Downtown Revitalization Award for Outstanding Downtown Community Partner for the City of Dover. Awards were bestowed on those who best embody Downtown Delaware’s mission of providing our state’s historic downtowns, communities, and small businesses with tools to revitalize their commercial districts, increase entrepreneurism and innovation, and enhance the quality of place. NOW, THEREFORE, THE MAYOR AND COUNCIL OF THE CITY OF DOVER, DELAWARE, do hereby present this Certificate of Congratulations to GREGORY V. MOORE, P.E., AND BECKER MORGAN GROUP upon receiving this significant award recognizing their dedication and commitment to transforming the vision of a vibrant downtown Dover into a reality. On behalf of the Mayor and Council, Mayor Christiansen presented the Certificate to Mr. William Neaton, City of Dover Economic Development Director. Mayor Christiansen stated that Mr. Neaton was accepting the certificate on behalf of the Downtown Dover Partnership (DDP), of which Mr. Moore and Becker Morgan are integral parts. He asked Mr. Neaton to relay the City’s great appreciation to Mr. Moore for his dedication in the revitalization of the downtown area. Mr. Neaton advised members that Mr. Moore was unable to attend this evening because he was giving a presentation in Georgetown for his company; however, he asked that Mr. Neaton express his appreciation for this award. Mr. Neaton noted that he had worked with Mr. Moore for almost eight (8) years and he had been a pleasure to work with, noting that he has a vision and the thoughts and work ethic to make downtown Dover a better place. CERTIFICATE OF CONGRATULATIONS - 2016 EXCELLENCE IN DOWNTOWN REVITALIZATION - CAMERON LLEWELLYN, CONTRACTOR - BEST HISTORIC PRESERVATION PROJECT - 6 SOUTH STATE STREET The City Clerk read the following Certificate of Congratulations into the record: WHEREAS, Mr. Cameron Llewellyn, President of Tidemark Construction, served as the contractor for Baird Mandalas Brockstedt, LLC’s renovation of the historic property at 6 South State Street, in the City of Dover Historic District. By exercising his professional skills, ingenuity, and craftsmanship, he transformed the structure into a modern and functional office space, while retaining a deep respect for the rich character of the past; and WHEREAS, during the 2016 Downtown Delaware Revitalize! Conference, hosted by the Delaware Economic Development Office, Mr. Cameron Llewellyn was chosen from a field of worthy competitors to receive the Excellence in Downtown Revitalization Award for Best Historic Preservation Project. Awards were bestowed on those who best embody Downtown Delaware’s mission of providing our state’s historic downtowns, communities, and small businesses with tools

CITY COUNCIL MEETING OF APRIL 25, 2016 PAGE 3 to revitalize their commercial districts, increase entrepreneurism and innovation, and enhance the quality of place. NOW, THEREFORE, THE MAYOR AND COUNCIL OF THE CITY OF DOVER, DELAWARE, do hereby present this Certificate of Congratulations to CAMERON LLEWELLYN upon receiving this prestigious award, recognizing his contribution to revitalizing downtown Dover and preserving the rich heritage of its past. On behalf of the Mayor and Council, Mayor Christiansen presented the Certificate to Mr. Cameron Llewellyn. Mr. Llewellyn stated that there were not many people that were as brave as Mr. Kevin Baird, who had a vision to save this beautiful structure from the wrecking ball. He noted that it was a pleasure to work with Mr. Baird on this project and, although there were some stressful days, they became very good friends. Mr. Llewellyn stated that the sad part about an old building like this, is that it is never done. CERTIFICATE OF APPRECIATION - BAIRD MANDALAS BROCKSTEDT, LLC - 6 SOUTH STATE STREET The City Clerk read the following Certificate of Congratulations into the record: WHEREAS, construction of Dr. Henry Ridgely’s personal residence, located at 6 South State Street, Dover, Delaware, was completed in 1869 and has since undergone many changes in ownership, occupancy, and use over the years; and WHEREAS, Baird Mandalas Brockstedt, LLC purchased this property and arranged for remodeling and renovations to be done with sensitivity to the rich character of the building and in keeping with the property’s memorable past and prominent location in the City’s Historic District. For their efforts, Baird Mandalas Brockstedt, LLC received the 2015 James B. Jackson Award for Historic Preservation; and WHEREAS, Baird Mandalas Brockstedt, LLC further honors 6 South State Street by occupying this cultural and architectural landmark that is prominently featured on postcards and marketing materials that showcase the attractions of downtown Dover. NOW, THEREFORE, THE MAYOR AND COUNCIL OF THE CITY OF DOVER, DELAWARE, do hereby present this Certificate of Appreciation to BAIRD MANDALAS BROCKSTEDT, LLC in acknowledgment of their significant investment in the community and their commitment to improving the vitality of downtown Dover. On behalf of the Mayor and Council, Mayor Christiansen presented the Certificate to Mr. Kevin Baird. Mr. Baird thanked the Mayor and members of Council, and expressed a special thanks to Mrs. Ann Marie Townsend, Director of Planning and Community Development, Mr. Scott Koenig, City Manager, and the entire City staff. Mr. Baird noted that Mr. Llewellyn did a great job, but that

CITY COUNCIL MEETING OF APRIL 25, 2016 PAGE 4 Baird Mandalas Brockstedt, LLC could not have done the job without the support and vision of the City and members of Council. Mr. Baird informed members that a second project was now underway, explaining that Baird Mandalas Brockstedt, LLC had acquired the building located behind 6 South State Street and would try to continue to bring jobs to the City of Dover and revitalize the area, to make it something everyone could be proud of. Mr. Slavin expressed appreciation to Mr. Llewellyn and Mr. Baird for opening their businesses in Dover and for keeping them in the downtown area. PRESENTATION - MAYOR’S SELECTION FOR THE JEFFERSON AWARDS LEAD360 CHALLENGE Mayor Christiansen reminded members that the LEAD360 Awards are a part of the Jefferson Awards Project which recognizes young people who have committed themselves to the community with service to others. He recognized that Councilman Lewis was a former National Jefferson Award winner, and invited him to assist in the presentation of the LEAD360 Awards. Ms. Dianne Bogle, Delaware Program Manager, Jefferson Awards Foundation, introduced Ms. Michele Fidance, National Director for the Jefferson Awards, and Ms. Olivia Curzi, Intern, Jefferson Awards Foundation and University of Delaware student. Ms. Curzi reviewed a presentation entitled “LEAD360 Awards Ceremony” (Exhibit #1). She explained that the LEAD360 Challenge, an initiative of the Jefferson Awards Foundation, is one (1) of the largest youth service contests in America. The Challenge taps into the energy and idealism of young people, encouraging and facilitating them to share their stories of service with millions. Mayor Christiansen, Mr. Lewis, Ms. Bogle, Ms. Fidance, and Ms. Curzi presented awards, as follows: Fairview Elementary School Voices of Unity Choir The Voices of Unity Choir at Fairview Elementary is a group of talented young students who have performed at various locations across Delaware and promote a positive sense of community. She’s The First - Dover High School Dover High School started a chapter of She’s The First which is a club that donates scholarship money, textbooks, and uniforms so that girls in underprivileged nations can get an education. Chase Christiansen - Safety Patrol - South Dover Elementary School Chase Christiansen is a Lieutenant for the Safety Patrol at South Dover Elementary School. Chase always has a smile on his face and he comes into school early and stays late to ensure the safety of his peers.

CITY COUNCIL MEETING OF APRIL 25, 2016 PAGE 5 Aysia Clay - Education and Literacy Aysia Clay is a member of the Delaware Prevention Coalition, a Youth Prevention Frontliner, a member of the For Girls Only luncheon and the Boys and Girls Club, a Sunday School Teacher, Praise Dance Leader, Meals on Wheels Volunteer, and has attended several leadership conferences. Senators in Action - Central Middle School The Senators in Action club has held fundraisers and sold handmade goods to raise a total of $1,000 this year, of which they donated $750 to Walter Bagley Hall, a transitional housing facility for homeless men who have restarted their lives at the Dover Interfaith Shelter. Holy Cross Knitting Club - Holy Cross Elementary School The Holy Cross Knitting Club has already donated more than 250 knitted hats this year. They donate the hats attached with cards with words of encouragement to recipients. Landon Bailey - Little League Baseball Coach - Men of Color Alliance Landon Bailey has given back to his community by empowering youth through coaching little league baseball. He is also a member of the Men of Color Alliance which reaches out to young men to influence them positively at a critical time in their lives. Grace Yeung - Elder Care Grace Yeung took a mission trip to Virginia to volunteer at homeless shelters and the homes of elderly citizens. During her most recent trip she was able to work with a team and help restore the porch of an elderly woman. JDG Middle School Food Drive - Positive Outcomes, Chipman Middle School, and Smyrna Middle School The JDG Middle School students at Positive Outcomes, Chipman Middle School, and Smyrna Middle School volunteered at the Food Bank of Delaware and held food drives at their schools. Weston Williams - Book Drive 4-H club member Weston Williams collected 4,500 books and distributed them to Mom House, Shephard Place, People Place, Bay Health Memorial Hospital and others to encourage people to read more. Mariah and Kiersten Todd - A Wish For Water - Mispillion Elementary School Sisters Mariah and Kiersten Todd organized a competition between grade levels to raise money during dress down days. Students paid to dress down and the girls also sold ice pops. In the past two years they have raised enough money for 91 clean water filters for the Global Aid Network.

CITY COUNCIL MEETING OF APRIL 25, 2016 PAGE 6 Stars Program - William Henry Middle School - Mayor’s Top Project The Stars Program is a group of students who select service projects to undertake as a group. The group collected hats, gloves and blankets and raised $350 to donate to the Governor’s Advisory Council for Exceptional Children. As the Mayor’s top project, this project represented the City of Dover at the statewide ceremony in Wilmington on April 18, 2015. DOVER HUMAN RELATIONS COMMISSION REPORT - MARCH 16, 2016 The Dover Human Relations Commission met on March 16, 2016 with Commissioner Griffith presiding until Chairman Henderson's arrival. Introduction of New Member Ms. Wanda Mullen, DHRC Commissioner, Third District, advised members that she resides on Townsend Boulevard. She serves as President of the White Oak/Towne Point Civic Association and deals heavily with City Council Representatives Cole and Neil, the Mayor, and the City of Dover. She currently works for Psychotherapeutic Services as a social worker/counselor and the program manager for their two (2) residential facilities, one (1) in New Castle County and one (1) in Felton. Ms. Mullen was previously a program manager for the Temporary Assistance for Needy Families (TANF) program and enjoys working with and helping people. She expressed her opinion that more information about the DHRC was needed in the community, noting that when her Council representative spoke to her about the Commission, she was unsure of what the DHRC does. Ms. Mullen stated the importance of getting out to learn what the community’s needs are in order to serve the community. She indicated that she is the wife of Pastor Herbert Mullen, who ministers in Ellendale, Delaware, and has an 14-year-old who is active in sports and music. She stated that she is interested in getting youth involved and felt the DHRC should get moving on ideas for youth involvement. Chair’s Resignation from the Education Committee The Commission accepted the resignation of Chairman Henderson from the Education Committee. Election of Committee Chair - Education Committee Ms. Dianne Bogle advised members that she was interested in serving as Chair of the Education Committee, although she indicated that it would be fine if someone else was interested. She stated that she had talked to Chairman Henderson about serving in this capacity. The Commission elected Ms. Dianne Bogle to serve as Chair of the Education Committee. DHRC Committee Updates Government Policy, Programs, and Practices Committee (McGiffin) No update was provided.

CITY COUNCIL MEETING OF APRIL 25, 2016 PAGE 7 Community Engagement Committee (Roach) Mr. Roach apologized for his absence at the previous meeting due to health concerns. He stated that a community clean-up event was held in Towne Point in February and the turnout was good. Mr. Roach shared that he attended and had been interviewed, which resulted in a newspaper article. Mr. Roach informed members that he had been talking with the Boys and Girls Club regarding the opening of their new facility in the Camden area. He stated that he was trying to communicate with the Boys and Girls Club to ensure that no one is left behind in regard to transportation and issues of eligibility. Mr. Roach stated that he had visited some Interdenominational Ministerial Alliance (IMA) services, noting that Chairman Henderson had expressed interest in reaching out to different entities in the community in regard to building a relationship with the DHRC. He advised members that there were a couple of IMA services coming up. Mr. Roach had also been working to engage kids at Booker T. Washington Elementary School. Mr. Roach indicated that he tries to get out in the community, not always representing the DHRC; however, he makes sure to let people know about the DHRC when he is asked. Mr. Roach stated that a police officer had spoken to him about the re-implementation of the Police Athletic League (PAL) in the community and discussed working with Mr. Roach in regard to obtaining coaches, volunteers, and things of that nature. Mr. Roach felt that outlets for kids were needed and hoped that this program would move forward. He stated his belief that PAL would involve all types of sports. Mr. Roach advised members that, in his profession as a Family Crisis Therapist at Booker T. Washington Elementary School, he is always out and about in the community and asked members to let him or the City Clerk’s Office know if there are events that they are unable to attend or that they would like him to attend with them to help to build relationships with the community and the City of Dover. Ms. Griffith asked Mr. Roach to let members know if there were events that he would like them to attend, stating her desire for the DHRC to become more involved in the community, as they had in November 2015 when they participated in the Central Delaware National Association for the Advancement of Colored People (NAACP) 1st Annual Community, Family, and Fellowship Dinner. Education Committee Ms. Bogle advised members that, as a parent, she attended two (2) Capital School District strategic planning meetings. She stated that the District was getting ready to roll out their strategic plan, noting that she works in the District Office and has a relationship with the District. Ms. Bogle indicated that she had spoken to the chair of the District’s strategic planning committee, who was supposed to connect her into related conversations that he had been having with the District Superintendent, and she hoped this would occur before the next DRHC meeting.

CITY COUNCIL MEETING OF APRIL 25, 2016 PAGE 8 Mr. Henderson advised members that a film entitled, “Cracking the Code” had been presented at the Dover Public Library in December and would be shown again in the chapel at Wesley College on Saturday, March 19, 2016 from 11:00 a.m. to 2:00 p.m. He planned to attend, as did some members of the State Human Relations Commission. Mr. Henderson stated that this was an excellent and eye-opening film and recommended that those who had not seen it attend. Responding to Mrs. Sadusky, Mr. Henderson explained that the film addresses racism and some of the subtleties of this issue, and he felt that it was something that everyone should be able to relate to. During the DHRC meeting of July 28, 2015, members discussed the possibility of partnering with Dr. Dan Young, curator of TEDx Wilmington, to bring a TED talk event to Dover. During the City Council meeting of January 11, 2016, members approved the Commission’s recommendation that the DHRC collaborate with the TEDx Dover organization. During the DHRC meeting of March 16, 2016, Mr. Henderson advised members that the TEDx conference that they had been discussing would be more involved than he had thought. He reviewed email correspondence received from Mr. Young and noted that a sponsorship prospectus from TEDx Wilmington University indicated the need to raise a minimum of $10,000 for the event and that Dr. Young had asked participants to focus on getting four (4) sponsors at any level. Mr. Henderson felt that the event was more complicated and would require more involvement than he had thought. He asked that Ms. Bogle, Chair of the Education Committee, review the information and serve as contact person. Mr. Henderson stated that as former Chair of the Education Committee he was unsure if this was a project that the DHRC wanted to become involved in. Mr. Roach questioned if Mr. Henderson had received a breakdown as to how $10,000 would be allocated. Responding, Mr. Henderson stated his belief that this would be TED’s fee for coming to host the event. Mr. Roach stated his understanding that TED was a global organization, but he felt it would be a lot for the DHRC to be solely responsible for finding sponsors. He noted that the Commission was still developing and there had been transitions in members, who were still trying to get to know each other. Mr. Roach shared his opinion that something of this magnitude should be tackled further down the line, since the DHRC was trying to develop their ideas and determine how to reach the community. He did not believe they should jump into the task of raising $10,000 before people know who the DHRC is, and Ms. Griffith agreed. Mr. Roach noted that $10,000 had not been mentioned when Dr. Young spoke to the DHRC previously.

CITY COUNCIL MEETING OF APRIL 25, 2016 PAGE 9 The Commission recommended deferring the idea of DHRC involvement in a TEDx talk until a later time when members were all comfortable with taking on the task of a $10,000 fundraiser. By consent agenda, Mr. Anderson moved for approval of the Committee’s recommendation, seconded by Mr. Neil and carried by a unanimous roll call vote. Communications Committee (Griffith) Ms. Griffith provided an update regarding the Community Involvement - Public Relations Initiative and the African American Festival. Old Business Community Involvement - Public Relations Initiative During the DHRC meeting of July 28, 2015, the former DHRC Chair, S. Renee Smith, suggested that, once the vacant seats on the Commission are filled, a group picture be taken of the DHRC at City Hall. She suggested creating awareness and a connection by sending this picture and a congratulatory note to various members of the community, saying that the DHRC was proud of them, with each of the Commissioners’ names and districts. She felt this could easily be done one (1) to three (3) times per week and would not be costly. Ms. Smith stated that she would defer this for the present until the other two (2) members are appointed and suggested that this system could be up and running by the end of September or October. During the Commission meeting of March 16, 2016, Ms. Griffith stated her belief that Ms. Bogle had volunteered to take pictures; however, Ms. Griffith felt that the DHRC picture should be a professional, clean-looking product. Responding, Ms. Bogle indicated that she had volunteered to take pictures at events where the DHRC participated, rather than the picture for the cards. Ms. Griffith questioned if the City has a photographer or if the DHRC should obtain one. Responding, Mrs. Stein explained that the Dover Police Department photographer had helped with City Council photos in the past and may be able to take pictures for the DHRC. Mr. Roach stated that he has two (2) very close friends who are photographers and would do this for free, and he offered to reach out to them. Ms. Griffith suggested that the photographer take individual pictures of Commissioners for the DHRC website, as well as a group picture, so that there would be uniform pictures on the website. Ms. Griffith indicated that the only costs involved in sending out notes would be paper stock for the cards, printing, and postage. She stated that, as Communications Committee Chair, she would look into paper, getting cards made up, mailing, and

CITY COUNCIL MEETING OF APRIL 25, 2016 PAGE 10 making sure that all Commissioners sign the cards. In addition to the picture, she stated the need to look at the budget to pay for the card stock and postage. Mr. Roach stated that he would make sure to take the lead on having a photographer present at the next DHRC meeting. He suggested that Ms. Griffith come back with a specific figure for the cost of cards and postage, and members could decide how much money they wished to spend. Ms. Griffith questioned if members wanted to proceed with the cards. Mr. Roach felt that this was a good idea, noting that this would provide exposure for the Commission, and Ms. Griffith and Mr. Henderson concurred. Ms. Griffith felt that members should have at least 50 cards on hand, noting that the printer may have a minimum order requirement. Ms. Bogle suggested reaching out to the prison print shop since they sometimes do such projects at a reasonable price. The Commission recommended that members come to the next meeting in their uniform shirts prepared to take individual and group pictures. In-House Retreat Mr. Roach reminded members that the purpose of an in-house retreat would be to have a meeting specifically so that members could get to know each other to determine what different resources and ideas they may have and in which areas members have expertise. He reminded members that he had suggested waiting until two (2) new members were appointed so that it would not be necessary to do this again after their appointments. Mr. Roach reiterated his opinion that an in-house retreat should not be done until there was a full Commission, feeling that it would not serve a valid purpose if new people were added. The Commission recommended that the DHRC wait to hold an in-house retreat until the two (2) additional DHRC members are appointed. By consent agenda, Mr. Anderson moved for approval of the Committee’s recommendation, seconded by Mr. Neil and carried by a unanimous roll call vote. DHRC Vacancies (First and Fourth Districts) Members were advised that there were currently two (2) vacancies on the Commission. Ms. Griffith indicated that an acquaintance of hers, Ms. Jenifer Vaughn, had applied for the vacancy in the First District. Mr. Roach offered to submit the name of a candidate for the DHRC Representative for the Fourth District to Mr. Henderson or to the City Clerk by Friday, March 18, 2016 and suggested that Chairman Henderson reach out to City Council

CITY COUNCIL MEETING OF APRIL 25, 2016 PAGE 11 to indicate the DHRC’s desire to come as close as possible to having a full Commission by the next meeting. Responding to Mr. Henderson, Ms. Bogle indicated that she could coordinate with the City to obtain polo shirts for new DHRC members and have them embroidered at Dover High School, noting that this was a simple process. DHRC Logo During the Regular City Council meeting of February 22, 2016, members approved the Commission’s recommendation that Dover High School students be asked to create a logo for the DHRC in exchange for a $50 gift certificate. During the DHRC meeting of March 16, 2016, Mr. Roach advised members that he has a good relationship with Dover High School. He noted that members had discussed soliciting a donation rather than using money from the budget for the gift certificate. Mr. Roach indicated that he did not mind donating $50 cash personally, and Mrs. Griffith suggested that all members could contribute money. Mr. Roach stated that he would reach out to the Dover High School art department or print shop to see if they could work on creating a logo and the winner could be given a cash prize. Due to time constraints, this item was deferred until the next meeting. African American Festival During the Regular City Council meeting of February 22, 2016, members approved the Commission’s recommendation that the DHRC Communications Committee work up a plan to recommend the DHRC’s presence at the African American Festival this year. During the DHRC meeting of March 16, 2016, Ms. Griffith stated her understanding that the Mayor and some of the members of City Council typically attend the annual African American Festival but do not have a table at the event. She felt that the DHRC should allocate $100 from the approximately $1,100 remaining in their budget to reserve a table at the Festival, noting the need to discuss what members want their mission to be at the event. Ms. Griffith indicated that the City may have some documents or other giveaways; however, she felt that the DHRC should come up with their own items to distribute and suggested that they could provide face painting or giveaways. She stated the importance of representing the districts and having a presence so that the community would know what the DHRC does and that they can count on the DHRC. Ms. Griffith suggested attending the Festival in shifts, since it would be a long, hot day, and allocating possibly $150 for the event. She felt that this may be an outreach effort that the DHRC would plan for each year. Ms. Bogle suggested partnering with a youth organization, such as the City of Dover Youth Advisory Committee or the Dover High School Honor Society, for the event if face painting was to be done.

CITY COUNCIL MEETING OF APRIL 25, 2016 PAGE 12 Mr. Roach concurred with the idea of reserving a table and suggested reaching out to separate entities that might not want to have a table and participating as a partnership; however, he also noted that the DHRC may want to establish themselves on their own. Ms. Griffith expressed her opinion that the DHRC members should establish themselves. She felt there was nothing wrong with having kids coming to help as a community service, but she felt the DHRC should be the focal point. Ms. Griffith advised members that someone at her workplace had reached out to former Councilman Reuben Salters, who organizes the African American Festival, and he had offered to pay for a table if funding was unavailable, asking that someone let him know this by June 1, 2016. Ms. Griffith felt that it would be wrong for Mr. Salters to pay for the DHRC’s participation and the Commission should pay for this out of their budget. Responding to Mr. Henderson, Ms. Bogle explained that the African American Festival is held on the last Saturday in June. Ms. Griffith stated the need to make the DHRC’s participation fun so that people would not pass them by, noting that participants would not want to just be given papers. Mr. Roach suggested that distributing free cold water might attract people and that wraps for the water bottles that identify the DHRC would help to get the Commission’s name out. Ms. Griffith suggested that perhaps water could be donated to the DHRC. She advised that legislators have water delivered weekly from Artisan and offered to ask some of the legislators for water. Ms. Bogle stated that she recently participated in an event where Wawa donated 10 cases, or 240 bottles, of water. She said that water can be obtained as a mini-grant through the Wawa website, where the applicant enters information and indicates the store where water will be picked up. Ms. Bogle stated that there is also another company in Dover that typically has no problem donating water. Ms. Griffith asked if Ms. Bogle could take care of this aspect of the event should members decide to proceed, and Ms. Bogle agreed. Mr. Roach felt that if the Commissioners wore their shirts and gave out water, this would be enough and that members should have a blanket, unified statement in terms of who the DHRC is and what they do, noting that members would be attending the event in shifts and would need to give out consistent information. Ms. Bogle suggested that perhaps a press release with pictures should come before this event.

CITY COUNCIL MEETING OF APRIL 25, 2016 PAGE 13 Mrs. Sadusky suggested that DHRC helium balloons might be an option. Responding, Ms. Griffith stated that it is possible to buy small helium tanks such as those used for birthday parties, or that this could possibly be donated. Ms. Sadusky suggested allocating more than $150 for the event, perhaps $175. The Commission recommended allocating $200 for the African American Festival from the DHRC budget. By consent agenda, Mr. Anderson moved for approval of the Committee’s recommendation, seconded by Mr. Neil and carried by a unanimous roll call vote. Mr. Henderson advised members that he had presented the 2015 Human Relations Commission Report to City Council on March 14, 2016. He indicated that Council seemed very pleased with what the Commission was doing. Mr. Henderson stated that he would ask Council President Slavin to come back to talk to the DHRC in the very near future since there were new members, noting that Mr. Slavin has great ideas. Mr. Roach requested that a more detailed update on the 2015 Human Relations Commission Report to Council be provided by Mr. Henderson at the next DHRC meeting, and Mr. Henderson concurred. Mrs. Sadusky noted that some of her teenaged children are very passionate about the racism that they sometimes see in the school, and she questioned if some kind of youth discussion group could be held to bring kids together and give them an opportunity to talk about their experiences. Ms. Griffith suggested that some kind of workshop could be held in this regard. Mr. Henderson stated that this could be looked into for a future event, expressing his opinion that the youth could benefit from watching the “Cracking the Code” movie mentioned previously. Responding to Mr. Roach, Mrs. Sadusky stated that her thought was that the DHRC could host something similar to a forum. Mr. Roach suggested including an item titled New Ideas for Community Engagement to the next DHRC meeting agenda. He felt that Mrs. Sadusky’s idea was a good one, noting that adults and Council are asked for ideas, but the youth are the most valuable resource because this will be their City. Mr. Henderson indicated that this could also fall under the Education Committee. Ms. Bogle questioned if anyone had done a community needs assessment and if the DHRC had access to this.

CITY COUNCIL MEETING OF APRIL 25, 2016 PAGE 14 Mr. Roach noted that everyone had their own ideas but expressed the desire not to stray away from what the DHRC is supposed to be, noting his belief that new ideas for reaching out would be the first step. He believed that before identifying the issues that pertain to human relations, it is necessary to have a relationship with those in the City. Mr. Roach felt that the Commission was moving in the right direction in being recognized and getting to know people, and could then move in a direction to reach something tangible. The Commission recommended that, by the next DHRC meeting, all members come up with a new idea in regard to a forum, task, or challenge for the community that they would like to see the DHRC undertake. By consent agenda, Mr. Anderson moved for approval of the Committee’s recommendation, seconded by Mr. Neil and carried by a unanimous roll call vote. By consent agenda, Mr. Anderson moved for acceptance of the Dover Human Relations Commission Report, seconded by Mr. Neil and carried by a unanimous roll call vote. COUNCIL COMMITTEE OF THE WHOLE REPORT - APRIL 12, 2016 The Council Committee of the Whole met on April 12, 2016 with Council President Slavin presiding. Review of FY 2017 Preliminary Budget and Capital Investment Plan (CIP) Council President Slavin advised those present that this two (2) hour meeting would likely lead to up to 15 or more hours of budget hearings between now and the end of May. He indicated that consideration of the FY 2017 budget would take place a little earlier in the budget season and extend a little later in the year than usual because the City would wait to see what occurs with some of the State’s issues before adopting the final budget. Mr. Slavin reminded members that last year’s budget was very challenging and the FY 17 budget, although perhaps not as daunting, would be challenging nonetheless. Mr. Scott Koenig, City Manager, concurred that last year had been a very difficult budget year and that Council had been asked to do some heavy lifting and approve a large property tax increase of approximately 19.9 %. Council had directed Staff not to come back for a tax increase for FY 17 and to look at mid-year fee adjustments for rental and other permits that had not been adjusted in recent years. Mr. Koenig stated that the Electric Fund budget was the least difficult of the City’s three (3) funds to balance and was seeing a downward trend in power costs over the long term. With respect to the Electric Fund, the City was getting up to authorized staffing levels and delivering on capital and operational projects. Mr. Koenig explained that the five (5) year forecast for the Water/Wastewater Fund was a little more challenging. Staff proposed to keep rates the same in the budget for this fund. Mr. Koenig advised that there had been discussion regarding an inclining block, which was on the radar screen for water and sewer rates, but staff did not believe that this would have to be enacted in the FY 17 budget. Mr. Koenig indicated that the General Fund budget had the

CITY COUNCIL MEETING OF APRIL 25, 2016 PAGE 15 most pressure and concerns, with a gap in policy compliance of a little more than $1M. He stated that ways to close this gap would be discussed in the coming months prior to the budget discussions. Mr. Koenig reviewed a memorandum regarding FY 2016/2017 Preliminary Budget & Capital lnvestments Plans (5 Years), dated April 6, 2016. He advised that there had been a fair rebound of real estate property transfer taxes and that staff was keeping an eye on State revenues. Mr. Koenig reminded members that, when the budget year began, Staff had been asked to have an alternate plan to reflect the potential for no State revenue transfers; however, current indicators from the Delaware Department of Transportation (DelDOT) budget reflected that Municipal Street Aid and Community Transportation Funds (CTF) would be funded at the current level. Additionally, discussions related to Payment in Lieu of Taxes (PILOT) in draft bills indicated that PILOT may be more favorable to the City in FY 17, partly due to changes in the allocation formula with existing funds. He advised that proposed changes to State law regarding PILOT would add provisions for cities with a minimum population of 25,000, and add funding to the total pot available, which would indicate that the City may receive additional PILOT funds; however, this was yet to be seen. Mr. Koenig noted that the State had increased the City’s health insurance premiums by 7.7% and that the workforce shares this cost, with some employees sharing at an 85/15 rate and newer employees at 80/20. He expressed his belief that health care costs had increased by approximately 21%, compared to 15% last year. Mr. Koenig explained that there was an increase of 16.5% in payroll in the General Fund and 3.4% in the Water/Wastewater Fund related to the Civilian Pension Fund, but a 31.1% decrease in this expense in the Electric Fund based on biennial actuarial calculations. Percentages for Other Post-Employment Benefits (OPEB), which had been a concern, decreased across all funds, as follows: General Fund, 2.2%; Water/Wastewater, 4.6%; and Electric, 5.4%. Mr. Koenig informed members that new debt service was proposed for a couple of projects in the General Fund, one (1) of which was the replacement of the City’s Enterprise Resource Planning System in hopes of fully integrating finances across the City, including the Police Department and other satellite locations. This would allow for a true electronic dashboard reflecting all revenue and expense classifications across the City, including grant management and other types of revenue that are currently not easily accounted for. Mr. Koenig indicated that abandonment of the old PW2 Site/Tar Ditch was also proposed for debt service funding. This stormwater improvement would alleviate flooding at the Water Street/Governors Avenue intersection across from Bayhealth Medical Center down to old PW2, at an estimated cost of $7.6M for construction. He stated that Staff would seek to use City funds and also to partner with the State and other interested entities for construction. Mr. Koenig noted that there would also be debt service related to water/wastewater projects using the State revolving fund. Several water/wastewater projects would be bundled together to fund construction of new pump stations and similar projects over

CITY COUNCIL MEETING OF APRIL 25, 2016 PAGE 16 approximately a three (3) year period, as well as expansion of the water treatment plant. In reviewing Financial Policy Compliance, Mr. Koenig noted that there was a gap in the General Fund of approximately $1.2M. The Water/Wastewater and Electric Funds were both positive in terms of compliance; however, the five (5) year projection for the Water/Wastewater Fund indicated that additional funding through rates may be required. Referring to the FY 2017 Preliminary Annual Operating Budget - Dover Delaware - General Fund Cash Receipt Summary, Mr. Koenig indicated that a beginning of the year adjustment would be made to the beginning balance after Mrs. Donna Mitchell, Controller/Treasurer, receives audit results. The projected beginning balance in the General Fund for FY 17 was approximately $4.45M, which was approximately 11.9% above the FY 16 numbers. Mr. Koenig informed members that some revenues were slightly increased. He expressed concern about Kent County book reimbursement, which reflected a decrease of approximately $50,000; however, he explained that those numbers were balancing out by other revenues coming from business licenses, permits, etc. Mr. Koenig stated that property tax revenues were estimated at $12.932M, noting that staff had added tax ratables to the profiles for this year. He advised that recreation revenue was projected to increase slightly and franchise fees were projected to be flat. No sanitation rate changes were projected at this point and sanitation fees were trending slightly lower, with a reduction of approximately $42,000. Mr. Koenig indicated that court fees and investment income were increasing slightly. He stated that there was not much change in interfund receipts and transfers. Mr. Koenig explained that although there was a slight change in police-related extra duty, this is a pass through number and when expenses are considered, there would be an overall cost reduction. With respect to transfer tax, Mr. Koenig stated that this revenue was trending up. The initial FY 16 budget projected transfer taxes at $1.34M and the current revised projection was $1.986M; however, staff expected this amount would be exceeded. Transfer taxes were tagged at $1.54M for FY 17; however, Mr. Koenig stated that this revenue stream is approached with caution. He noted that during high development years from 2006-2008, transfer taxes were as high as $3.4M or $3.6M; however, when the bottom fell out of the real estate market, these revenues pulled back to approximately $1M. Mr. Koenig indicated that this reversal tracked very closely with what was experienced in the General Fund. He cautioned members to be very mindful of this in developing the FY 17 budget, and did not recommend increasing to estimates of $1.9M or $2M for this revenue stream. Mr. Koenig reiterated that municipal street aid was expected to remain flat for the current year, and it was hoped that this number would track at approximately $673,000. He indicated that transfers were proposed from the Water/Wastewater Fund and the Electric Fund, explaining that this was a return on the City’s investment in the utilities and would help to keep property taxes down. Transfers amounted to $875,000 from the Water/Wastewater Fund and $10M from the Electric Fund, which

CITY COUNCIL MEETING OF APRIL 25, 2016 PAGE 17 were the same as last year. Total revenues proposed for the General Fund for FY 17 were $42.37M. Mr. Koenig reviewed some of the changes in departmental expenses in the General Fund Expense Summary. He noted that there was an increase of 6.1% in the City Clerk’s Office, a fair change in Library expenses, and a large change in total dollars of approximately $1.2M, or 8%, in the Police Department. Mr. Koenig advised that the large increase in the Streets Division was predominantly related to Municipal Separate Storm Sewer System (MS4) permit compliance and grass mowing and ditch cleaning on land owned by the City at the Garrison Oak Technical Park. He stated that there was a slight reduction of approximately $91,000 in Sanitation due to an expected reduction in landfill rates. Facilities Management expenses were also reduced because the head count in that division was declining as a result of the privatization of custodial services following the retirement of several employees. Mr. Koenig noted that total departmental spending was increased by approximately $2.2M or 6.8%. Referring to Other Expenditures, he advised that debt service was being adjusted upwards; a contribution of $70,000 was proposed to the Downtown Dover Partnership (DDP), which would keep the City’s transfer to the DDP flat for FY 17; and insurance expenses and retiree health care were increased. Mr. Koenig stated that a total balance in expenditures of approximately $46,820,000 was proposed. He indicated when expected revenues are offset with the proposed expenses, the City would be in the hole by approximately$117,000; however, to keep the budget in compliance with policy, approximately $1M would have to be added. If revenues are not adjusted, there would be a need to shave the General Fund by approximately $1.1M to balance the budget. Mr. Hutchison noted that the State had been discussing real estate transfer tax and questioned if Mr. Koenig had heard whether the State would be taking some of these funds. Responding, Mr. Koenig stated that the City met with legislators early in the fiscal year, when it seemed there would be a lot of discussion regarding real estate property transfer tax; however, he had not heard much more about this since August 2015. He indicated that this was the State revenue stream that he was most concerned about. Mr. Koenig explained that transfer tax is now split 50/50, with 1.5% going to the State and 1.5% going to the City. Last year 2.0% was proposed to go to the State and 1% to the City, which would result in a revenue loss of 17% or 18%. Mr. Koenig had not heard that the proposed bill had been reintroduced, expressing his belief that legislators were waiting for final Delaware Economic and Financial Advisory Council (DEFAC) numbers to be released. He stated that this is one (1) of the largest revenue streams that the City receives from the State, and the proposal discussed last year was significant and would result in a reduction to the City of several hundred thousand dollars. Mr. Sudler questioned the best way to shave the $1M needed to balance the budget. Responding, Mr. Koenig stated that he thought that there would be discussions at all levels. He indicated the possibility of going back to departments and asking for only what is necessary, or making an adjustment to the General Fund capital plan which

CITY COUNCIL MEETING OF APRIL 25, 2016 PAGE 18 may involve deferring vehicles or reducing the street program. Mr. Koenig informed members that requests from citizens regarding services were continuing to escalate. He expressed the possibility of pulling back some of the MS4 funds for ditch maintenance; however, he stated the importance of coming into compliance with this permit, so this would not be first on the list. Mr. Koenig indicated that expectations in the Sanitation budget for tonnages going to the landfill would be reviewed, as would vehicles, open positions, debt service, and all types of issuances. He stated that everything that would maintain current levels of service would be reviewed; however, it may be necessary to discuss cutting levels of service. Mr. Sudler asked if there was a process for prioritizing residents’ requests for services and determining those that would be met in a given year. Responding, Mr. Koenig stated that, in his experience, residents typically express concern about the level of service at their house rather than elsewhere. He noted that staff takes into consideration feedback from those who come to speak at the budget discussions, Council, and social media; however, a majority of the requests received are for additional or enhanced services at the same or lower cost. Mr. Slavin asked if a 2.5% adjustment of expenses and revenues was needed to come into policy compliance, and Mr. Koenig expressed his belief that this was correct. Mayor Christiansen reminded members that one (1) of the functions of the Office of the Mayor was to work closely with legislators. He stated that the current formula for the PILOT program was being worked on and had been discussed with those in New Castle County who were tired of giving money to the City of Wilmington. Mayor Christiansen indicated that other municipalities with State of Delaware properties were being looked at. He was very comfortable that this matter would move forward in the legislature and that the current realty transfer tax formula would remain intact unless DEFAC reports drastic funding problems. Mayor Christiansen advised that he and the City’s standing committee chairs were planning an update and lunch with members of the Kent County legislative delegation, along with key members of New Castle and Sussex Counties, to ensure that the well-being of the City of Dover and other municipalities in the State would be looked after. Mayor Christiansen felt that those in Legislative Hall would be amenable to suggestions and recommendations developed since this was the middle of an election year. He indicated that he would keep Council and staff apprised regarding anything that might affect funds from the State, including DelDOT funding, community transportation funds, and municipal street aid. Mr. Hare noted that some City positions that were vacant last year were still vacant. He suggested that if a position remains vacant for six (6) months, it should be vetted through the Legislative, Finance, and Administration Committee and Council before it is filled so that the need for the position can be justified. Mr. Hare did not want it to become a habit for funds for such positions to be used elsewhere, noting that it might be possible to eliminate them.

CITY COUNCIL MEETING OF APRIL 25, 2016 PAGE 19 Mr. Hare asked if an inventory of vehicles and equipment would be provided, stating that supervisors should be able to adjust schedules to keep vehicles to a minimum. Responding, Mrs. Mitchell stated that the concept of sharing vehicles was discussed last year in relation to cost-savings ideas; however, staff had not yet gotten into that process. Mr. Hare indicated that he would like to see an inventory of all City vehicles and equipment by department to see if there were ways to share before making purchases. In regard to vacant positions, Mr. Koenig stated that the City had been actively recruiting for almost every vacant position. He expressed his preference not to have to come back to Council every time a position is open for six (6) months, noting that he had been hired to manage the budget. Mr. Koenig advised members that there are unique instances in every department. For example, he explained that, Mr. Harry Maloney, Electric Director, was in the process of changing the Electric Department, hiring staff, and reorganizing positions as new people come into the organization. Mr. Koenig felt that making sure the appropriate people are in the right place is a staff/manager level decision, and he noted that some positions would be vacant for more than six (6) months. He indicated that coming back to Council to simply ask if he can fill a position would add an additional layer and burden of paperwork. Mr. Koenig felt that the budget could be managed as presented. He noted that staff had been working on at least one (1) position in the Public Works Department that had not yet been posted, explaining that, in some cases, positions in this Department had been through two (2) or three (3) postings due to employees quitting after being hired. Mr. Koenig pointed out that each department is unique and expressed the desire for Council to authorize the positions and allow staff to execute the budget based on that. Mr. Hare expressed his opinion that if someone was not hired within six (6) months of a vacancy, the position was not that important. He reiterated his view that positions that remain vacant for more than six (6) months should be vetted. Mr. Hosfelt stated that this matter was previously discussed last fall and Ms. Kim Hawkins, Human Resources Director, had prepared a report for him in this regard. He questioned if this report could be updated and given to all members of Council to provide a better understanding of recruitment, and Mr. Koenig stated that this could be done. Responding to Mr. Hosfelt as to whether employees were quitting due to the pay scale, benefits, or other reasons, Mr. Koenig explained that some employees find the job different from what they expected, others have left during the review period because they were not a good fit for the organization, and some have transferred to another department. He noted that openings can cause a cascade effect in the organization that affects four (4) or five (5) positions. Mr. Koenig advised that there have been increasing discussions and complaints about the closure of the defined benefit pension plan, and some employees feel that the defined contribution plan is a retirement savings plan that is not the same as a defined benefit plan. He noted that

CITY COUNCIL MEETING OF APRIL 25, 2016 PAGE 20 this is a matter of perspective since the City’s defined contribution plan is better than some private sector companies that do not offer anything. Mr. Koenig stated that some employees had left or retired because they were unhappy that the City was about to require health care cost sharing, and this was still rippling through the organization three (3) or four (4) years later. He explained that there had been recent instances when a selection was made for a position and the candidate asked for $3 or $4 per hour more than what was offered, and staff did not have the ability to do this. He noted that in some cases union negotiations had taken away a tool that private sector companies might be able to use since a union did not want the City to leapfrog over staff that had been working with the City for a while. The City had wanted to hire employees at levels ranging from A to E; however, the union wanted to use only levels A to C. Mr. Koenig expressed additional concerns about changes in the private marketplace that were affecting employees, especially new, younger employees who may be covered by their parents for health insurance and for whom the benefit package may not register. He advised members that the hourly rate is what matters to these employees, but health insurance is a major part of the City’s total cost for employment, and the City cannot convert the value of health care to an hourly rate addition under any of the City’s union contracts because this is not an acceptable way to hire. Mr. Koenig noted that in some cases municipalities not far from Dover are hiring at $2 an hour higher, and the City has challenges in the workforce and in recruitment. Mr. Sudler questioned if interim employees are selected to fill positions when employees resign and how soon staff solicits, considers, and interviews prospective employees. Responding, Mr. Koenig stated this would depend on the position and the part of the organization involved. In some cases a position’s duties are absorbed by other employees in the office; however, there are interim appointments at the department head level because someone must be the overall authority in the department. In regard to recruitment, Mr. Koenig explained that once an employee resigns it is up to the department to fill out a written request to recruit and indicate that this is a position that is needed and not a placeholder. This is submitted to the City Manager for review and forwarded to the Human Resources Department. The sooner the department head submits paperwork, the sooner they get into the queue for advertising. Some departments focus a lot of time and attention immediately when someone resigns; others take a more structured approach. Mr. Koenig indicated that there was not an across-the-board answer to Mr. Sudler’s question, because department heads, in some cases, control a portion of the equation to get everything in, have interviews scheduled, and make selections. Mr. Sudler asked if it would be beneficial for City Council to designate a time frame across the board for all departments to solicit for positions. Responding, Mr. Koenig expressed his belief that this was not necessary.

CITY COUNCIL MEETING OF APRIL 25, 2016 PAGE 21 Mr. Hare concurred that a designated time frame was not necessary; however, he felt that if a department head loses an individual and goes half a year before considering hiring someone, they may not be the right person to be a department head in a key position. He believed they should come before the Legislative, Finance, and Administration Committee to explain why it took so long, noting that it does not take half a year to find a replacement in the business sector. In response to Mayor Christiansen regarding venues where City employees are solicited, Mr. Koenig indicated that very few positions are posted in the newspaper anymore; however, they are posted on the City’s website and other social media outlets, and many are shared by City employees. Positions are posted on all bulletin boards, and staff shares information with Delaware Technical and Community College and has participated in job fairs there. Mr. Koenig indicated that the City had held its own job fairs and, for some of the more technical positions, staff had advertised in national journals. It was Mr. Koenig’s belief that related links are also sent to Delaware State University. The number of applications received can range from four (4) or five (5) to several hundred, depending on the time of year or the market. Mr. Koenig stated that a wide range of outlets is used for jobs, and it may be a matter of whether people want to select the City as an employer. He noted that it took quite a while to hire a number of technical jobs, such as engineering staff, and to fill the Electric Director position. Mr. Koenig informed members that the services of a recruiter were engaged for the Electric Director position and this did not work; however, staff received contacts from people in the industry that had experience in this type of work. Mr. Koenig noted that advertising for positions in trade journals, etc., can cost several thousand dollars. He assured members that staff was always hoping to expand when reaching out to job applicants because each department head wants to hire the best person available for their opening. Mr. Anderson, noting that electric costs had decreased, questioned the reason for the slight increase in funding for street lights and if these funds would be used for retooling or replacing street lights. Responding, Mr. Koenig expressed his belief that the street light payment identified in the General Fund was for electricity and maintenance related to those lights, stating that there was no proposed change to the electric rate for FY 17. He indicated that lights were being added and the system was getting bigger. In response to Mr. Anderson as to whether the City continued to use temporary help, Mr. Koenig stated that the City uses temporary help in the Grounds and Sanitation Divisions. He indicated that there were difficulties with temporary help, noting that these individuals are required to pass background checks, are not allowed to drive because of CDL issues, and are restricted to pure labor functions such as cutting grass, sanitation, and work in the Streets Division, such as collection and assisting the sign painter. To Mr. Koenig’s knowledge, temporary help had not been used recently in administration.

CITY COUNCIL MEETING OF APRIL 25, 2016 PAGE 22 Mr. Koenig reviewed the Water/Wastewater Fund Summary, noting that there had been adjustments to beginning balances. Under base reviews for FY 17, he indicated that staff was still assessing the impact of revenues from Calpine. The total revenue for Water/Wastewater in FY 16 was slightly over $15M and was projected at $15.8M for FY 17. Mr. Koenig pointed out slight growth in wastewater revenues due to new connections. The total increase in revenue would be approximately $89,500 for water/wastewater. Mr. Koenig indicated that expenses in the Water/Wastewater Fund included transfers, the cost of engineering, the cost of running the plant, etc. Wholesale changes were not requested in the capital plan, and staff was trying to stick with the general authorizations that Council had expected over the five (5) year period. Mr. Koenig informed members that debt service would be issued in the Water/Wastewater Fund, noting that a treatment upgrade was planned for the Long Point Road Treatment Plant and design was almost complete. Construction was currently estimated at approximately $2.4M and the State revolving fund would be used for this. The State revolving fund would also be used for pump station replacement and upgrade projects. Mr. Koenig felt that staff was having success in working their way through capital project authorizations and starting to catch up with the expenditures that Council had authorized in years past. The backlog of projects had been decreasing over the last couple of years, although there had been times when it had been necessary to come before Council to modify project budgets due to estimates that had been incorrect and bids that had come in high. In some cases, projects had been finished under budget and project budgets were transferred. Mr. Koenig stated that staff had focused on modifying the capital plan to stay within the financial authorization of Council. He advised that all wastewater is sent to Kent County for treatment, and this is a direct pass-through cost. Mr. Hutchison questioned how the financial numbers from Calpine compared to projections, based on the short period of time that Calpine had been in operation. Responding, Mr. Koenig stated there was discussion early on that revenues were projected in the $1.6M range; however, this year’s revenues for water were only projected at approximately $700,000 to $800,000 for the Garrison Energy Center. He noted that it had been less than one (1) full year since construction finished and there was a major outage in the fall while things were being finalized. Mr. Koenig indicated that the City was seeing the ramp-up of this facility moving into the springtime, and he felt it would be another six (6) months before there would be a true gauge of the final numbers. He indicated that water revenues seemed to be slightly less than projected but the sewer revenues slightly more, noting that Calpine may have been referring to both water and sewer when they provided the $1.6M figure. Mr. Koenig informed members that Calpine is the top water user in the system and as their run profile starts to solidify, the true revenue profile will be seen. In response to Mr. Hare’s request for clarification regarding Intrafund Service Fees and Bank and Credit Card Service Fees, Mr. Koenig stated that the City’s customers

CITY COUNCIL MEETING OF APRIL 25, 2016 PAGE 23 use credit cards to pay bills at Customer Service, but the City absorbs the transaction fees, which are allocated to the different funds. Mr. Hare questioned if the City should consider charging an additional 1.5% or 2% for those using credit cards to pay, as many other companies do. Responding, Mr. Koenig stated that staff had gone back and forth on that internally; however, he did not agree with charging customers an additional fee, noting that a transaction cost is not paid for using a debit card at stores like Walmart. He expressed the desire to encourage people to pay their bills and not avoid doing so because of the credit card fee. Mr. Koenig felt that, with a perfect rate design, the City would assume that everyone is using credit and this would be included in the rate; however, this was not the case currently. He advised that payment procedures are slightly different from department to department, noting that a customer cannot walk up and swipe a card to pay a bill in Customer Service but must go off to the side and make a phone transaction, and the system is not where he would like it to be. Those who pay for a building permit in the Planning Department can swipe a credit card. In regard to Intrafund Service Fees, Mrs. Mitchell informed members that this is where administrative costs for the City Manager’s Office, City Council, City Clerk, Finance, Human Resources, Information Technology, Facilities, Fleet, and Warehouse are allocated to all three (3) funds. This is calculated using formulas based on assets, personnel costs for Human Resources, and the head count. Mrs. Mitchell indicated that Water/Wastewater Fund assets had climbed since more projects had been completed, which drove their allocation percentage higher. The Electric Fund’s percentage of those costs remained stable. Mr. Slavin clarified that this was the business side cost of running the utility. He cautioned members that when budget hearings are held in May, cuts are sometimes offered as a way of saving money in the General Fund; however, 100% of that cost is not always saved in the General Fund because costs are sometimes allocated across the three (3) different funds. Mr. Sudler asked how long the City had been allocating for Intrafund Services. Responding, Mrs. Mitchell stated that this had been done since the 1980s. Mr. Neil stated his presumption that credit card costs had been negotiated at the lowest possible level. He noted that volume retailers can get a lower rate and questioned if the City does that as well. Responding, Mrs. Mitchell stated that credit card and merchant services are bid out when the City bids out bank services and staff looks for the lowest rates. Mr. Koenig pointed out, in regard to potential future rate changes for the water and sewer utility, that when talking to the State water is a scarce resource. Staff spends a lot of time and energy trying to plan the City’s water resources and make sure the City has the permits to pump out as much water as needed from the system. The City is monitored closely by Public Health regarding the quality of water and must pass

CITY COUNCIL MEETING OF APRIL 25, 2016 PAGE 24 inspections and testing. Mr. Koenig informed members that as allocation permits have come up for renewal, modifying these permits has been discussed. In the past, there may have been eight (8) wells that were all at 1,000 gallons, but if a well can pump only 680 gallons, that permit is adjusted down to 680 gallons. Mr. Koenig indicated that staff had been doing a lot of permit management and discussion with the State about the incentive to value water as a resource. He explained that when water is cheap, it is not valued as much as when it is expensive. When discussing allocation expansion, the State looks at rate design, whether people are being encouraged to save water, and if there is an active promotion of low-flow faucets and fixtures. Mr. Koenig stated that when considering how to develop the City’s next water resource, discussion about rates will become part of the equation. When the City applies for the State revolving fund, they look at the City’s financial abilities and the bond market. Mr. Koenig pointed out that some private sector providers have a tiered system where more water being used results in a higher rate being paid. He felt that future rate design for the water and sewer utility would likely mirror that type of philosophy. Mr. Koenig stated that this discussion was a precursor to consideration of the next rate adjustment and advised members that they would see a proposal from his office regarding a block rate design. Mr. Sudler asked if the City has incentive programs for residents to save water. Responding, Mr. Koenig stated that staff does not go in and tell people to use low- flush toilets; however, new plumbing codes for new construction and remodeling have requirements for things such as low-flush and low-flow faucets. Behavior changes are also occurring as part of the sales market. Mr. Koenig felt that the price of water in the City of Dover, at $3 per thousand gallons, was not driving people to be more efficient in water use; however, such changes were being driven by the desire to save resources or to change fixtures. In response to Mr. Sudler regarding the plumbing code used by the City, Mrs. Ann Marie Townshend, Director of Planning and Community Development, stated that the City had adopted the 2009 code but the State had adopted the 2015 code and requires the City to use what they adopt; therefore, the City had been using the 2015 code. Mrs. Townshend explained that the International Code Council (ICC) comes out with updated codes every three (3) years. Since adopting new codes every three (3) years would be a challenge administratively, in training code officials, and in working with the development community, the City had typically done this every six (6) years. Mrs. Townshend indicated that there had been discussion about adopting the 2012 code, which is used by Kent County; however, the 2015 code had now been issued. She stated that the City would either adopt the 2015 code, since they were required to use the plumbing and energy codes for 2015 by the State, or would wait until 2018. Responding to Mr. Sudler, Mrs. Townshend advised that the 2009 codes were adopted by reference in Chapter 22 of the City of Dover Municipal Code.

CITY COUNCIL MEETING OF APRIL 25, 2016 PAGE 25 In response to Ms. Maucher regarding when the last cost of service rate design was performed, Mr. Koenig stated his belief that the City had never had a true cost of service rate design done by a consultant for the water/wastewater utility. He advised that the utility’s rate design was very rudimentary. Mr. Koenig stated that it took approximately four (4) or five (5) attempts to get a customer charge for the water rate on the water portion of the bill. In the future, when discussing the inclining block, Mr. Koenig felt that the City may want to do a cost of service rate design, noting that large customers have a substantial impact on the system that is probably not, from a rate design standpoint, being allocated and reported through those types of standards. Mr. Koenig stated that the electric cost of service is very detailed and involves a lot of accounting and discussion; however, in regard to water, staff looks at how much is pumped into the system, the losses, and the capital plan and then develops a rate. Everyone is treated equally; however, Mr. Koenig felt that there would be a need to look at the cost of service to get a fair allocation of costs as the City moves toward a more modern utility. In regard to expanding City water and water rights in new wells and aquifers, Mr. Anderson asked if there were any potential cost increases in the future when drilling in deeper aquifers. Responding, Mr. Koenig stated that there would be cost increases without question. He explained that the City draws from three (3) aquifers: 1) the Columbia, which is the unconfined aquifer on the east side of the City; 2) the Cheswold, which is a middle-depth confined aquifer; and 3) the Piney Point, which is a deep, confined aquifer. Mr. Koenig advised that the State has not allowed very many, if any, new wells in Piney Point because they are concerned about mining the water out of this aquifer; therefore, Piney Point is the most difficult to get a new well in. He explained that the City was able to drill a new well at Piney Point because two (2) old permits were given up, the permit location and allocation were moved to obtain authorization to go into the aquifer, and there were no additional allocations of water for this. Mr. Koenig informed members that there seemed to be some room for expansion in the Cheswold aquifer and a new well was being proposed in the capital plan for this. He indicated that staff originally planned to go into the very deep Frederica aquifer; however, after working with the State, it appeared that the City may be able to get into the Cheswold aquifer and get the appropriate allocation at a mid-range depth, which would significantly reduce the cost of the well. Otherwise, it would be necessary to go deeper than Piney Point to get water, which could lead to additional costs. Mr. Koenig indicated that a permit was issued in the early 1990s at the Long Point treatment plant. He noted that this area was under heavy influence of agricultural wells now and the City’s long-term allocation there was shrinking. Mr. Koenig informed members that as much as 5M gallons were expected to run through this plant when it was originally designed. The plant redesign 27 years later was in the 3M gallon range, with the potential to expand to up to 4M. Mr. Koenig stated that in the 20 plus years that the plant had been in operation, it had probably never pulled

CITY COUNCIL MEETING OF APRIL 25, 2016 PAGE 26 even 3M gallons a day from the aquifer. There was room for growth from the City’s system in the aquifer; however, in the overall umbrella of the City, the City would be pulling from the confined aquifers, and the costs would be significant when the City has to drill new wells. To Mr. Koenig’s recollection, the cost was approximately $1.1M for the Piney Point well that produced approximately 600 to 700 gallons per minute. Mr. Anderson questioned what would happen if there were expansions at the Garrison Oak Technology Park, such as for Calpine. Responding, Mr. Koenig stated that the engineering calculations for Calpine coming online indicated that the City would need a new tower immediately; however, Calpine had now been running for nine (9) months. The tower was nearly ready to go into service; however, the system went through the summer and the end of the last season without the need for the tower to be online. Mr. Koenig explained that when engineering calculations are run for margins of safety and safe allocations, it is assumed that a major facility is offline, as if there were a major fire going on, which creates a handicap. He advised that the system was currently designed so that Block 1 would not affect allocation. Mr. Koenig stated that if Calpine moves forward with Block 2, the City would look at the run profile of Block 1, as well the expected demand from a second block. He noted that estimates for a second block had ranged from 50MW to 520MW, and staff had not been able to get a definite answer from Calpine on this. Mr. Koenig indicated there had been changes in the City’s Code since Block 1 was authorized; therefore, if Calpine proceeds with Block 2, there would be no cap on their impact fees. Mr. Koenig stated his belief that the impact fee for water and sewer for Block 1 would be more than $15M; therefore, Calpine would have to make a significant capital transfer to the City for Block 2 under the current ordinance. This money would have to be used to offset an investment for more supply. Mr. Koenig stated that the question, from an engineering standpoint, was whether the City could accommodate Calpine if they wanted to proceed today. He indicated that he did not have this answer tonight; however, the City is ready for those types of things to be introduced. Responding to Mr. Neil, Mr. Koenig stated that City encompasses approximately 24 square miles; however, the City’s electric service territory granted by the State is approximately 74 square miles, which is almost three (3) times the size of the City. In regard to the water service territory, Mr. Koenig estimated that 80% to 90% of the customers outside City limits are residential. There are subdivisions outside the City that receive City water and in some cases, City sewer, such as Rodney Village, Kent Acres, St. Jones Commons, and Wolfe Creek. Service areas extend beyond the City perhaps five (5) to 15 square miles. Some customers outside the City have electric, water, and sewer; some electric or water only; some have other combinations. In response to Mr. Hutchison regarding the volume of calls regarding brown water with increased water usage on the east side and the flushing of pipes, Mr. Koenig stated that there were approximately 10-20 complaints reflected on a flushing report

CITY COUNCIL MEETING OF APRIL 25, 2016 PAGE 27 last week, and he expressed his impression that the number of calls was down. He noted that there is a lot of water running through the east side of the system when Calpine is running and the system is self-cleaning in some cases. Mr. Koenig indicated that complaints had decreased from years past. Responding to Ms. Maucher regarding the rate differential for in-City versus out-of- City customers, Mr. Koenig stated his belief that this was spelled out in the Code and the differential was 50%. The in-City rate is $3.00 for 1,000 gallons, compared to $4.50 per 1,000 gallons outside the City. Expressing his opinion that $3 per 1,000 gallons seemed like a very good rate, Mr. Hare questioned how often the City checks its water rates. Responding, Mr. Koenig stated that this is an excellent rate from the customer standpoint. He explained that the Finance Department had solicited rates from a number of municipalities, and a comparison of public and private providers would be provided during the upcoming budget hearings. In response to Mr. Anderson, Mr. Koenig confirmed that the City’s rates are so low that Tidewater Utilities buys water from the City and has three (3) active interconnections: 1) at Denney’s and Kenton Roads; 2) at Denney’s Road and Carlisle Village, and 3) running south on State Street, which feeds mobile home parks and other areas. Mr. Koenig explained that Tidewater has several of the top 10 meters that produce for the City of Dover. They buy at the in-City rate at $3 per 1,000 gallons and sell it in accordance with their tariff, which Mr. Koenig believed exceeds $8 per 1,000 gallons. In regard to wastewater, Mr. Anderson noted that the City had put a lot of money into reducing infiltration over the last five (5) years and asked if a benefit had been received from this. Responding, Mr. Koenig stated that there had been a benefit. He noted that the Public Works Department had submitted applications for the return of impact fee credits related to Inflow and Infiltration (I & I) and he indicated that he would bring this report to the budget hearings. Mr. Koenig explained that I & I is outside rainwater and groundwater penetrating into the sanitary sewer system. He stated that this is a burden on the system that the City, as a utility, is paying extra to treat. Mr. Slavin noted that the City sends rainwater to Kent County, who cleans it, and the City is charged for this. Responding to Mr. Anderson as to whether the City had been able to reduce the amount that the City had been investing, Mr. Koenig indicated that he did not have those numbers with him but would bring the data to the budget hearings. In regard to credit cards and their effect on all three (3) funds, Mrs. Mitchell advised members that in the past, all bank and credit card fees were netted against interest income; however, staff had made an accounting change. For example, referring to

CITY COUNCIL MEETING OF APRIL 25, 2016 PAGE 28 the Water/Wastewater Fund Summary, Lines 12-13, regarding water and wastewater interest, she explained that the figures for 2014/15 Actual were negative because those fees were netted against the interest. Referring to Line 31, Bank and Credit Card Fees, she explained that there was a zero balance, because staff did not have this information segregated at that time. Mrs. Mitchell stated that staff had since segregated the bank fees, so the interest earned increased in each of the funds. In regard to the Electric Revenue Fund Summary, Mr. Koenig informed members that the Electric Fund had slightly over $80M in revenue. He stated that the largest revenue was from Direct Sales to Customer, which was projected to increase slightly by $712,000 or 0.9% because a slight increase in the load profile was projected. Mr. Koenig reminded members that there had been a lot of conflict and uncertainty in the industry. There had been fairly large expansions of commercial customers, including the Edgewell/Energizer and Kraft Heinz facilities; however, the long-term load profile of the utility was expected to be relatively flat. He noted that the utility is under a lot of influence from people wanting to put in private solar and other measures that will affect the system. Mr. Koenig indicated that there was a very slight increase in direct sales to customers, which cascades down into utility tax revenue, and a slight increase in miscellaneous revenue. He noted that the transfer from the Rate Stabilization Fund would be decreased for FY 17. Total revenues associated with the proposed FY 17 budget would be roughly $81.3M; however, there was a very substantial beginning balance in revenues of approximately $93.9M, resulting in a total change of approximately $4.2M or an increase of approximately 4.7% from FY 16. In regard to expenses, Mr. Koenig informed members that the cost of power supply had been decreasing, and this trend was expected to be realized in FY 17, although staff was still working on related issues for FY 16. Mr. Koenig pointed out that PJM charges regarding transmission were going up substantially, noting that it seemed that money was being moved from one (1) bucket to another to adjust to how the system is charging the City for power from the grid. He stated that there were additional capacity charges. Mr. Koenig indicated that power plant operations were proposed to decrease slightly by approximately $217,000, and the total cost of power supply and generation was approximately $49.1M. Mr. Koenig pointed out that the transfer to Improvement & Extension (I & E) in the amount of $2.5M was to keep the City’s infrastructure up to date. There was a $10M transfer to the General Fund and transfers to the depreciation, future capacity and rate stabilization reserves, with transfers totaling approximately $15.25M. The total budget balance and expenses resulted in a positive balance of approximately $4.2M. Mr. Koenig, referring to Line 62, Exceeds (Remains) to Meet Requirement, indicated that the Electric Fund was over the policy requirements by approximately $5.15M. He advised that adjustments were needed to this and the other funds, noting that one (1) of the capital projects would influence the FY 17 budget and one (1) the FY 18 budget in the Electric Fund. Substation replacements were also being discussed in

CITY COUNCIL MEETING OF APRIL 25, 2016 PAGE 29 the five (5) year plan, and whether cash would be paid or debt would be issued for these things. Mr. Koenig reiterated that the Electric Fund had a positive balance; however, this number would be refined moving forward as proposals related to the Electric Fund are made in the final budget discussions. Mr. Blakeman, referring to Line 13, Power Supply, of the Electric Revenue Fund Summary, noted that the cost of power supply was projected to decrease by $6.8M or approximately 29%, and asked if this was a one (1) year anomaly or was anticipated to be an ongoing trend, and if this was a fixed cost that is projected out. Responding, Mr. Koenig advised members that Mrs. Mitchell had indicated that these figures reflected the open hedge position as well as the purchase position, so this was why there was a large decrease in power supply but an increase in PJM transmission and fees. He stated that there is some influence in the hedge purchasing moving forward. Mr. Blakeman asked whether hedging was bringing the price down and if the City was still buying the same number of kilowatt hours. Responding, Mrs. Mitchell explained that this was not the case. She explained that there was unhedged energy since hedges were not 100% covered. The hedges are included in the power supply, but the PJM figures reflect buying off the market and are the offset to what the City has not hedged. Mrs. Mitchell stated that the City may be 100% hedged in the current year, but may be only 80% hedged in 2017, the out year. Mrs. Mitchell stated that the figures represented the hedges that are in place. The unhedged energy comes from the PJM; therefore, these two (2) figures must be netted together. Mr. Blakeman asked if this discussion pertained to the PJM spot market energy, and Mrs. Mitchell confirmed this. Mr. Blakeman indicated that this was decreased by approximately 52.9% in FY 17. Mrs. Mitchell stated her belief that the unhedged energy was included in the PJM Charges - Transmission and Fees, on Line 19 of the Electric Revenue Fund Summary. Mr. Blakeman questioned if transmission and fees included energy rather than services for transmission. Responding, Mrs. Mitchell stated her belief that the unhedged energy is included in the PJM energy and transmission, and the projection was increased by approximately $4.3M for FY 17 because this was the unhedged portion. She confirmed that transmission fees include some energy; however, she indicated that she would have review this to make sure that amounts were in the correct place. Mr. Blakeman noted that capacity charges were approximately the same for FY 17; however, the capacity credits were decreased by approximately 29%. He questioned if this decrease in the cost of capacity was an ongoing trend. Responding, Mr. Koenig stated that a temporary dip was projected for FY 17 and a temporary rebound was then projected for a couple of years, followed by what he felt could be termed as some question marks. Mr. Blakeman asked if transmission and distribution under direct expenditures were decreased due to a reduction in manning or material costs. In response, Mr. Koenig

CITY COUNCIL MEETING OF APRIL 25, 2016 PAGE 30 stated that this was being driven by the reductions in pension and OPEB funding since the City was on schedule in this regard. He noted that the City had to put extra money in for a while, but this had now leveled off and started to decline in the Electric Fund. He reiterated that this was the City’s only fund in this position. Mr. Anderson asked at what percentage the City was covered for price increases or hedging for FY 17. Responding, Mr. Koenig stated his recollection that the target when entering the budget year on July 1, 2017 would be approximately 80%. He indicated that the City was getting close for FY 18, and some of the other purchases made for some of the out years were close to 80%. Mr. Koenig advised members that the City would be right at or a little above 80%. Noting the decline in capacity credits, Mr. Anderson questioned whether the City was getting less in capacity credits because the cost of power was down, and he inquired if these items track together. In response, Mr. Maloney stated that the drop in the City’s capacity credits was due to an outage during the peak period in the last week of February 2015. He indicated that the City took a temporary hit that was showing up in this year’s budget. Mr. Maloney stated that there was a need to go out and find replacement capacity, and this was the added cost. He projected that this should be a one (1) year rebound, noting that in this capacity planning year the City had been doing very well and there had not been any outages. Mr. Neil noted that two (2) of the old plants would be going offline and questioned if this was reflected in the calculations. Responding, Mr. Maloney stated that buying replacement capacity for these plants would not be reflected until FY 18. Mr. Koenig reviewed the Governmental Capital Projects Fund Summary, which identified the different revenue sources and predicted expenditures related to the capital plan for each department. The proposed revenue and expenditures were approximately $11.3M. Mr. Anderson indicated that a developer had made a PILOT payment and questioned why this did not appear in the budget for the Parkland Reserve. Responding, Mrs. Mitchell advised members that none of the reserve funds were included at this point, but they would be included when the budget is brought forward in May. She indicated that staff had focused on the three (3) major funds for this presentation. Mr. Koenig reviewed the Water/Wastewater Improvement & Extension Fund Summary, which had a total beginning balance and revenues of approximately $7.8M between the two (2) funds. There were expenditures of $1.33M in water, slightly over $2M in wastewater, and $1.2M in treatment expenses. He advised that total expenditures were roughly $4.5M, which would cover capital improvement and vehicle purchase expenditures. Responding to Mr. Hare, Mr. Koenig stated that detailed information regarding the vehicles was provided in the Preliminary Capital Investment Plan - FY17 thru FY21,

CITY COUNCIL MEETING OF APRIL 25, 2016 PAGE 31 and staff would come back with a presentation on vehicles as part of the overall budget. He indicated that this evening’s meeting was for a general overview of the expected expenses by category. Mr. Koenig reviewed the Electric Improvement & Extension Fund Summary, noted that it was related to capital projects. He stated that a portion was for generation, transmission and distribution, electrical engineering, and meter reading. In summary, Mr. Koenig stated that the Electric Fund, while challenging, was going fairly well, noting that the electric system received a reliability award during the City Council meeting held the previous night. He stated that this was an important award from an economic development and customer service standpoint. Mr. Koenig indicated that this was a reflection of the dedication of staff in keeping the system running, the City’s continuing investment in keeping the system running 24/7 with very few interruptions, and the City’s return on this investment. Mr. Koenig advised members that there were challenges on the water and sewer side. The City had not quite reached the revenue plateaus that were originally promised for Calpine, but staff was working through some of the actual run profiles to see what the final revenues would be. The City was investing in the expansion of the supply side of the system, water pumping stations, the water treatment plant, renewals and replacement of pipe to improve water quality, and increased diameters in pipe sizes. He indicated that, when taking on new developments, the electric and water/wastewater systems are getting bigger and there are more customers, so there is an opportunity to expand these systems and increase the revenues associated with them. Mr. Koenig stated that challenges associated with the water/wastewater system were the future rate design issue, the future structure of water, and the continued focus and effort on renewals and replacement of the system, noting that, in some cases, pipe had been in the ground for 100 years and was still performing. Mr. Koenig reiterated that the biggest challenge would be in the General Fund, as it had been for a number of years. There were some positive things over the last few years, including an uptick in realty transfer taxes and increased construction activity. He noted that an increase in houses being built results in new commercial structures being built. Mr. Koenig felt that these were good signs for revenues coming into the local government, since the City derives a substantial amount of revenue from property transfers and construction-related activity. When the economy is moving in the City and there are real estate transfers, this usually equates to the City’s budget improving from an overall revenue standpoint. Mr. Koenig stated that challenges associated with the General Fund include increased public safety spending for the police and potential fire purchases going forward, as well as increased spending related to the MS4 permit. He advised members that there was not a recommendation in the current proposal for non-bargaining salaries; however, all of the labor contracts that had been signed and were in place were reflected in the proposal. Mr. Koenig indicated that there was an uptick in health care costs, but these were being offset, in some cases, by decreases in funding to the Electric Fund.

CITY COUNCIL MEETING OF APRIL 25, 2016 PAGE 32 He also noted that there was some pension cost escalation related to the General Fund. Mr. Koenig indicated that staff would be bringing forward some discussions regarding how to fund public safety in the budget hearings, but staff was very conscious of the heavy lift that Council did with regard to the property tax rate increase last year and was committed to maintaining that property tax rate. Staff felt that, with some minor adjustments, the current level of service could be delivered within the current tax structure. Mr. Slavin stated that the proposed capital plan would be reviewed at a later date. Mr. Anderson questioned what formula was being used to project transfer taxes. Responding, Mrs. Mitchell advised members that the last three (3) to five (5) years in the Municast forecast model provided the basis for the preliminary numbers in the draft budget. Changes in these trends are reviewed and, based on that, staff prepares an estimate looking at the year to date. Mrs. Mitchell stated that staff does not look at property sales, noting that considering just the number of sales distorts the estimate. She indicated that trends in residential housing are fairly stable, so staff uses these figures and ramps them up to account for what they think may be the large receipts, such as those for apartment complexes. Mrs. Mitchell noted that there had been several large receipts in the current fiscal year totaling more than $0.5M, which occurs in some years and not in others, so staff tries to be conservative in their estimates. In response to Mr. Anderson regarding how confident staff was with revenue numbers, Mrs. Mitchell stated her personal level of confidence at 90% - 95%. Mr. Sudler asked what would be included in the missing 5%, and Mrs. Mitchell indicated that she did not know what might be missing but, as a precaution, she did not want to say that staff felt 100% confident. Mr. Koenig stated that in general he was very confident in the overall numbers. He stated the desire to take one more look at both the expense and revenue sides coming into the final budget presentation. Mr. Koenig indicated that the transfer tax is somewhat challenging from the administrative side and he did not want to overestimate it. He did not want the transfer tax to be the budget balancer, because he felt this would be a slippery slope from the administrative side. In regard to property taxes, Mr. Koenig indicated that Mrs. Cheryl Bundek, Tax Assessor, would probably be asked once more if she was sure of the numbers or if there would be changes; however, he felt this would not fluctuate very much. He stated that staff now accounts for exemptions that are issued, and the number presented was the number that staff expected to receive during the budget year based on current calculations. Mr. Koenig indicated that staff may review permits, licenses, and Planning Commission authorizations to see what has happened during the past few months, but he did not expect large changes amounting to several hundred thousand dollars.

CITY COUNCIL MEETING OF APRIL 25, 2016 PAGE 33 In response to Mr. Anderson as to when members would hear proposals resulting from the public safety study being conducted by the Center for Public Safety Management, Mr. Koenig stated that fire and Emergency Medical Services (EMS) recommendations were available on the City’s website. He expressed his desire for the consultant who prepared the report to provide a presentation to Council or the Council Committee of the Whole; however, this had not been scheduled and it was uncertain if it would occur before, during, or after the end of the budget hearings. Mr. Koenig indicated that the consultant had done a site visit two (2) or three (3) weeks ago regarding the police portion of the study. He expressed his hope that this report would be finalized and made available in the next six (6) to eight (8) weeks. In response to Mr. Shevock as to whether the decreasing landfill fees are offset by recycling fees, Mr. Koenig stated his recollection that the reduction in tipping fees was between $6.00 and $10.00 per ton. He explained that the City typically signs a differential disposal fee agreement with the Delaware Solid Waste Authority (DSWA) that sets the City’s fee for a three (3) year period, and this agreement is approved by Council. Mr. Koenig noted that the DSWA is the City’s only option for solid waste disposal. He advised members that there had been some difficulty with the performance of the City’s recycling contractor and thought it likely that there would be internal discussion and proposals at the administrative level regarding how the City would handle recycling in the long run. He stated that the expense for the contractor exceeds the reduction in the landfill tipping fee; therefore, there was a net increase in expenses and staff was not happy with the service. Mr. Koenig indicated that he would like to implement weekly recycling since he believed this would increase the amount of recycling, noting that this would create some operational problems. He indicated that he would not be bringing this proposal for the FY 17 budget. Mr. Koenig explained that currently there was a need to separate waste and touch it more times, so costs were going up. Previously, customers put yard waste, household trash, and recycling in a 90-gallon, black trash containers, which were picked up and dumped by the City; however, staff was now under pressure to separate recycling, household garbage and yard waste, and bulk trash and yard waste are also picked up. Mr. Koenig stated that the service was being stretched. There were also challenges in areas with higher density or smaller properties, with limited space for setting out containers while allowing distance between containers and space for cars. Mr. Koenig indicated the need for the City to adjust and modify service delivery, and to discuss this with communities, noting that there may not be a one (1) size fits all for communities. He stated his belief that sanitation service would be modified over the next several budget cycles. Mr. Koenig stated that some customers have recycling every week but not trash, which is difficult for the City as a service provider to adjust to. He indicated that the City was having difficulty providing levels of service that customers are happy with, and the sanitation budget is challenging. He reiterated that at this point the tipping cost reduction would not cover the cost of recycling or enhanced recycling. Costs were close, but there was not a one (1) to one (1) ratio.

CITY COUNCIL MEETING OF APRIL 25, 2016 PAGE 34 By consent agenda, Mr. Anderson moved for acceptance of the Council Committee of the Whole Report, seconded by Mr. Neil and carried by a unanimous roll call vote. SEMI-ANNUAL INSPECTION BY THE CITY MANAGER - ROBBINS HOSE COMPANY In accordance with Chapter 46 - Fire Prevention and Protection, Article II - Fire Department, Division 1 - Generally, Section 46-43 - Semiannual Inspections, of the City Code, the City Manager, Mr. Scott D. Koenig, met with the Fire Chief to discuss fire company issues. Mr. Koenig submitted a memorandum outlining the items discussed and noted that the Robbins Hose Company continued to provide an outstanding level of service to the City of Dover and the unincorporated areas of the fire district. Referring to the memorandum from Mr. Koenig, Mr. Lewis requested a more precise explanation regarding item #7 - Potential Property Tax Credit - Update. Responding, Mr. Koenig explained that this was a follow-up to a discussion he had with former Fire Chief Mark Hall during the last semi-annual inspection. Mr. Koenig informed members that former Chief Hall had mentioned the idea of a potential City property tax credit for Robbins Hose Company volunteers who meet certain criteria. Mr. Koenig stated that it was currently up to Robbins Hose Company to decide if they would like to pursue this idea and make a proposal to the City, which would include the number of members that live within the City limits and the type of property tax credit or relief that they would be seeking as an incentive. Mr. Koenig advised that no action has been taken by the Robbins Hose Company regarding this matter. In response to Mr. Lewis, Mr. Koenig informed members that, at this time, he did not have a position on this matter, explaining that membership is always discussed during the semi-annual inspection, and this was an idea that the former chief had brought up to help encourage potential membership in Robbins Hose Company. Mr. Lewis moved for acceptance of the report of the Semi-Annual Robbins Hose Company Inspection, as submitted by the City Manager. The motion was seconded by Mr. Anderson and unanimously carried. PROGRESS REPORT ON THE YOUTH ADVISORY COMMITTEE’S REPORTING OF THEIR MINUTES Mr. Anderson, Youth Advisory Committee (YAC) Liaison, reviewed a memo dated April 6, 2016 submitted by Rebecca Anderson, YAC Chair, regarding the Committee’s minutes action plan. Mr. Anderson noted that it was a priority for the YAC to resolve the problem with the minutes and they had formulated a request for additional help. Mr. Anderson noted that the YAC was the only City committee that currently prepares their own meeting minutes; however, Council Resolution No. 2010-03 does not indicate that they have to take minutes, only maintain a copy of them. He informed members that the YAC was requesting a one- time training to teach members how to properly record minutes. This training would be held immediately preceding their meeting scheduled for May 2, 2016, and five (5) active members had volunteered to attend. Mr. Anderson explained that there had been a problem with the previous secretary; however, that member was no longer serving on the YAC and there was currently a

CITY COUNCIL MEETING OF APRIL 25, 2016 PAGE 35 temporary secretary. He stated that the requested training would also allow members to ask questions regarding basic parliamentary procedure. Mr. Anderson stated that the current minutes are up-to-date and the YAC was requesting assistance for the future. For next fiscal year, the YAC was requesting a $1,000 budget for record keeping, to contract an adult through the City as well as purchase digital equipment to prevent some of the confusion and errors that had been encountered. He noted that the February meeting recording was damaged by the tape recorder and they need to have the tape repaired, as well as prevent incidents like this from occurring in the future. Mr. Anderson reiterated that the YAC is the only committee that he knows of that keeps it’s own minutes and, if that is to continue, the YAC requests minimal assistance in doing so. He stated that the requested budget would allow a small stipend per meeting for the contracted individual’s preparation time and would cover the full year. Mr. Anderson noted that the YAC is in a unique situation, explaining that the City does not expect any of the paid committees to do what is expected of this volunteer committee. Mr. Anderson expressed his belief that the YAC had done an adequate job during the last couple of months in keeping the records up-to-date and it is the YAC’s plan to get the other recordings up to date, so that everything will be sufficiently done. Mr. Sudler asked if there was ever a minutes-taker present or discussion about a budget for a minutes-taker for the YAC. Responding, Mr. Anderson indicated that in 2010-2011, there was a staffing issue with the Clerk’s Office and taking on an additional committee would have been substantially burdensome. He stated that this was not the proposal of the current YAC members. Mr. Anderson noted that a member of the previous committee was very skilled at secretarial activity and that person did a fine job at taking the minutes. He explained that sometimes you get that in a volunteer group, but when you are recruiting for membership and not a position, it can be difficult. Mr. Anderson stated that the current YAC had a good person; however, due to a change of schools, that member resigned from the committee and a replacement has been extraordinarily difficult to maintain. He informed members that two (2) members had currently taken on the minutes as an additional duty. Mr. Sudler stated that the YAC is a City committee and, referring to the Freedom of Information Act (FOIA), expressed concern with information being processed in a timely manner and not reflecting negatively on the City. He suggested the possibility of the City looking into providing the YAC with a minutes-taker. Mr. Slavin suggested, since the request for funding is for the next fiscal year, that members discuss it as part of the budget process for Fiscal Year 2017. He stated that if discussions are needed prior to that, this matter could be referred to the Legislative, Finance, and Administration Committee. Mr. Hare indicated that the YAC was originally formed as a volunteer committee and they were charged with taking their minutes. He stated that if they were unable to do that, the request would need to be discussed as part of the budget process, to determine if Council desires to afford money for it. Mr. Hare noted that in previous years the YAC prepared their minutes and he did not know when this became a problem.

CITY COUNCIL MEETING OF APRIL 25, 2016 PAGE 36 Mr. Anderson restated that Council Resolution No. 2010-03 does not indicate that the YAC has to take minutes, only maintain a copy of them. He stated that there are different options, including ways to recruit adult volunteers, and that would be up to Council. Mr. Anderson expressed his opinion that the YAC recommendation was very sensible and should be accepted. He stated that the YAC discussed this request significantly and it was his belief that they had developed a very good compromise that would solve practically every objective, and would start with volunteer training. Mr. Sudler moved to refer the Progress Report on the Youth Advisory Committee’s Reporting of their Minutes to the Legislative, Finance, and Administration Committee for further discussion and a possible recommendation for the Fiscal Year 2017 budget. The motion was seconded by Mr. Hosfelt. Mr. Sudler expressed his opinion that this matter needs to be discussed, noting his belief that if the YAC is going to have a title of a City entity or a direct relationship with the City, the City needs to cover all aspects. Mr. Hare agreed with Mr. Sudler and reminded members that the YAC is an advisory committee that does not set their plan of action but makes recommendations to Council to approve or disapprove. The motion to refer the Progress Report on the Youth Advisory Committee’s Reporting of their Minutes to the Legislative, Finance, and Administration Committee for further discussion and a possible recommendation for the Fiscal Year 2017 budget was carried by a vote of eight (8) yes (Sudler, Neil, Lewis, Cole, Hosfelt, Hare, Hutchison, and Slavin), and one (1) no (Anderson). YOUTH ADVISORY COMMITTEE 2015 ANNUAL REPORT AND 2016 ANNUAL PLAN OF WORK By consent agenda, Mr. Anderson moved for acceptance of the Youth Advisory Committee 2015 Annual Report and 2016 Annual Plan of Work, seconded by Mr. Neil and carried by a unanimous roll call vote. CITY MANAGER’S ANNOUNCEMENTS Mr. Scott Koenig, City Manager, reminded members that spring is a very busy time of year for all City departments and the number of service calls tends to increase. He thanked the entire workforce for all the efforts that they are putting forward for the citizens. Mr. Koenig stated that many people will be coming to Dover for Old Dover Days, NASCAR, and Firefly, and this is an excellent time to showcase the City and the opportunities that are afforded within the City. COUNCIL MEMBERS’ ANNOUNCEMENTS Mr. Sudler thanked Mr. Scott Koenig, City Manager; Mrs. Anne Marie Townsend, Director of Planning and Community Development; the Dover Police Department; 31st District Representative Sean Lynn; and all those who participated in the Fourth District Quarterly meeting at Union Missionary Baptist Church regarding Simon Circle and Lincoln Park issues. Mr. Sudler thanked the City for promptly getting involved and starting to repave some of the dilapidated streets. On behalf of the Fourth District, he also thanked Council President Slavin for initiating that movement.

CITY COUNCIL MEETING OF APRIL 25, 2016 PAGE 37 Mr. Anderson agreed with Mr. Sudler and noted that over the past year, many venues had been provided, many of which were free of charge. Mr. Anderson thanked everyone who had provided a venue and the citizens for their participation. Mr. Anderson announced that the Youth Advisory Committee was going to need more people, adults and three (3) to four (4) youth. Mr. Hare announced that the Dover Miliary Support was a new organization created to support the needs of active duty military, the National Guard, and all branches that are stationed in Delaware, working with the Good Shepherd Fund from the First Sergeants Association. He stated that the organization would be having a kick-off night on Saturday, April 30, 2016, from 5:30 p.m. to 7:30 p.m. at the Air Mobility Command (AMC) Museum. Mr. Hare invited everyone to attend, noting that there would be nice auction items and food. He stated that donations are accepted but there is no charge to attend. Mr. Neil moved for adjournment, seconded by Mr. Lewis and unanimously carried. Meeting adjourned at 8:22 p.m. TRACI A. McDOWELL CITY CLERK All ordinances, resolutions, motions, and orders adopted by City Council during their Regular Meeting of April 25, 2016 are hereby approved. ROBIN R. CHRISTIANSEN MAYOR /TM S:\AGENDAS-MINUTES-PACKETS-PRESENTATIONS-ATT&EXH\Council-Minutes\2016\04-25-2016.wpd Exhibits Exhibit #1 - Presentation - “LEAD360 Awards Ceremony”

EXHIBIT #1 Regular Council Meeting of 04/25/2016 LEAD360 Awards Ceremony City of Dover April 25, 2016

The LEAD360 Challenge, an initiative of the Jefferson Awards Foundation, is one of the largest youth service contests in America. The Challenge taps into the energy and idealism of young people, encouraging and facilitating them to share their stories of service with millions. ★★★★★★★★★★ LEAD360 will become the platform that powers youth service ideas: to realize their vision, act as the megaphone for their voices, and empower them and the country to ACT with MAXIMUM IMPACT.

The winner of LEAD360 in 2014, 16-year-old Georgetown Delaware native Emma Rider, gathered 80,000 pairs of donated shoes, which in turn powered clean water to 37 African communities. To date LEAD360 has seen:  More than 6,000 projects and BIG IDEAS  More than 100,000 votes on Social Media to determine the winners this year  More than 1Million impressions on Twitter and Instagram this year  In 2015 impacted more than 9Million lives at a financial value of $12Million

This year we had 7 Mayors in Delaware commit to host and promote the LEAD360 Challenge in their city. City of Dover: Mayor Robin Christiansen Town of Georgetown: Mayor Bill West City of Lewes: Mayor Ted Becker City of Newark: Mayor Polly Sierer City of Seaford: Mayor David Genshaw City of Smyrna: Mayor Joanne Masten City of Wilmington: Mayor Dennis Williams

2015-2016 State of Delaware Phase 1 Results 92 Projects 45,242 Volunteers 201,377 Volunteer Hours 307,141 Lives Impacted $4,071,842 Financial Impact

2015-2016 State of Delaware Phase 2 Results 13 Activation Projects Completed Delaware LEAD360 Impacted 58,252 Lives = A $350,960 Value

Big Ideas •Brianna Abdallahi, Women’s Worth Empowerment Conference • Niyah Richardson, Civic Engagement and Community Building Mayor Christiansen challenges each of the idea submissions to be activated and submitted as projects next year!

Fairview Elementary School Voices of Unity Choir

She’s The First Dover High School

Chase Christansen Safety Patrol South Dover Elementary School

Aysia Clay Education and Literacy

Senators in Action Central Middle School

Holy Cross Knitting Club Holy Cross Elementary School

Landon Bailey Little League Baseball Coach Men of Color Alliance

Grace Yeung Elder Care

JDG Middle School Food Drive Positive Outcomes Chipman Middle School Smyrna Middle School

Weston Williams Book Drive

Mariah and Kiersten Todd A Wish For Water Mispillion Elementary School

Mayor’s Top Project Stars Program William Henry Middle School

City of Dover Phase 2 Results Delaware State University Office of Student Leadership 429 Bags of Food

City of Dover Phase 2 Results Delaware State Police 584 Bags of Food

City of Dover Phase 1 Results 13 Projects 2,292 Volunteers 9,885 Volunteer Hours 12,634 Lives Impacted $199,874 Financial Impact

Delaware’s Phase 1 National Finalists Congratulations! 3B Ripples‐ Braeden Mannering The Inspiring Project‐ Chase Marvil Care For Our Vets‐ The Jefferson School Knights Pantry‐ Sussex Central HS SIA Team Got Milk Bottles?‐ Gallaher Elementary

2015 Phase 2 Activation Participants Thank you for participating! DreamBoxes: City of Wilmington Bank of America Delaware State Police Wilmington University The Future Isn’t Hungry: University of Delaware Parking Services University of Delaware Men’s Basketball Brae’s Brown Bags MOT Charter St. George’s High School DSU Office of Student Leadership Cape Henlopen HS JROTC Gear Going Global: St. George’s High School

2015 Phase 2 Delaware Winners! Congratulations! DreamBoxes: Delaware State Police‐ 584 boxes The Future Isn’t Hungry: St. George’s High School‐ 1,700 bags of food Gear Going Global: St. George’s High School‐ 55 pieces of sporting equipment

PHASE 2 – ACTIVATION & IMPACT Kickin’ Violence Score on Hunger Peace & Justice Hunger & Poverty Grace Wickerson Will Lourcey Teddy Grams for Troops Health & Wellness Cory La Roe

Over the course of an entire year, we will track the collective impact of these projects all over the country. Health & Wellness Peace & Hunger & Teddy Grams for Justice Poverty Troops Kickin’ Violence Score on Hunger We invite individuals, organizations, schools, companies, and communities to participate in LEAD360! Jefferson Awards will be given to those who make the biggest impact.

LEAD360 Thank you to all of our participants, and to Mayor Robin Christiansen for supporting the Challenge.

Certificate of Congratulations The first consolidated school district in Delaware came into existence on July 1, 1915, and shortly thereafter, residents ofthe Towns ofCamden and Wyomingjointly passed a referendum to build a new school to serve the children of their communities. In naming the institution, community leaders chose to honor one ofDelaware's greatest statesmen - Revolutionary War hero, patriot, and signer of the Declaration ofIndependence - Caesar Rodney. The school opened its doors in 1916, serving a total of ninety-nine students in grades one through twelve. One hundred years later, Caesar Rodney School District has grown to become one of Delaware's exemplary public school districts, serving nearly eight thousand students in twelve schools. Today, students have the opportunity to attend school in state of the art facilities and take advantage ofa wide array of educational offerings, including world language immersion for kindergartners and advanced placement, dual enrollment, and career pathway offerings for senior high students. Caesar Rodney School District continues to fulfill the challenge set forth by its forefathers of being an educational leader, not only in Delaware, but throughout the country. The City of Dover extends its sincere congratulations to Caesar Rodney School District on its 1001h Anniversary in recognition of its proud tradition ofpreparing students for successful, productive, and purposeful lives in a diverse, global community. May 9, 2016 ROBIN R. CHRISTIANSEN TIMOTHY A. SLAVIN MAYOR COUNCIL PRESIDENT

Certificate of Congratulations presented to Dover High School Music Department which recently competed in the Festivals of Music in Myrtle Beach, South Carolina, and received awards in the following categories: Chamber Choir Select Ensemble Superior - 2nd Place (Mixed Choir Category) Superior - I st Place (Mixed Choir Category) Concert Choir . Best Overall Mixed Choir Superior - 3rd Place (Mixed Choir Category) String Orchestra Orum line Excellent - I st Place (A - String Orchestra Category) Superior - I st Place (Drum line Division) Symphonic Band Jazz Band Excellent - I st Place (A - Concert Band Category) Excellent - 1st Place (AA - Jazz Band Category) Tyree Dennis Marching Band Most Outstanding Jazz Soloist Superior - I st Place (Ill - Parade Division) Wind Ensemble Best Overall Parade Band Excellent - I st Place (AA - Concert Band Category) POMS Best Overall Concert Band Superior - I st Place (Parade Auxiliary Division) Mr. Garrett George, Band Director, Mr. Bradley Whitenight, Director of Choral Activities, and all of the members of Band, Chorus, and Strings demonstrated exemplary performances on behalf of the Capital School District and Dover High School. The City ofDover extends its sincere congratulations. May 9, 2016 ROBIN R. CHRISTIANSEN TIMOTHY A. SLAVIN MAYOR COUNCIL PRESIDENT

PETITION TO ANNEX AND REZONE PROPERTY Public Hearing Before the Dover City Council May 9, 2016 File Number: AX-16-02 Ordinance: 2016-12 Owner of Record: Heartland Delaware, Inc. Property Address: 1411 & 1417 South Governors Avenue Tax Parcel ID #: Parcel C: ED-00-086.09-01-21.00-000 Parcel D: ED-00-086.09-01-22.00-000 Lot Size: Parcel C: 0.2158 Ac +/- (9,402 SF +/-) Parcel D: 0.4497 Ac +/- (19,588 SF +/-) Total: 0.6655 Ac +/- (28,990 SF +/-) Present Use: Commercial, Residential Proposed Use: No Proposed Change Present Zoning: BG (General Business) Proposed Zoning: C-4 (Highway Commercial Zone) Comprehensive Plan Category 2: 0-10 Years Priority Annexation Areas Designation: Comprehensive Plan Residential Medium Density Land Use Designation: Utility Availability: 1411 South Governors Avenue is currently served by City of Dover Electric, Water and Sewer. 1417 South Governors Avenue is currently served with City of Dover Electric. Water and sanitary sewer service is available within South Governors Avenue. The property owner would be responsible for the costs associated with tapping the sanitary sewer mains extending services to the property, payment of impact fees, and obtaining permits associated with such improvements. Planning Commission Following a public hearing on April 18, 2016, where no members Recommendation: of the public spoke regarding the proposed annexation and rezoing, the Planning Commission voted in favor of the annexation with the proposed C-4 zoning with five (5) votes in favor and no votes in opposition (three members absent).

AX-16-02 Lands of Heartland Delaware, Inc. City Council Report May 9, 2016 Page 2 of 4 Summary This application is for the annexation and rezoning of properties located at 1411 & 1417 South Governors Avenue. The properties are owned by Heartland Delaware, Inc. The Tax Parcel Identification Numbers are: Parcel C: ED-00-086.09-01-21.00-000, Parcel D: ED-00-086.09- 01-22.00-000. Existing Property Both properties are located on the east side of South Governors Avenue just south of the intersection with Webbs Lane. Parcel C is addressed as 1411 South Governors Avenue and has two buildings. The building closest to the street is a 1 ½ story former residence used commercially, and the rear building is a 2-story building with garage space below. Parcel D is addressed as 1417 South Governors Avenue and has no buildings. Parcel D has frontage on both South Governors Avenue and South DuPont Highway as shown on the Zoning Exhibit Map. Surrounding Land Uses Immediately surrounding uses consist of fast-food restaurants (Wendy’s and Burger King) that abut both properties proposed to be annexed. Other commercial uses are found farther north and south along the east side of South Governors Avenue. The west side of South Governors Avenue consists of residences. Comprehensive Plan In the 2008 Comprehensive Plan (amended) the property is identified as Category 2: 0-10 Years Priority Annexation Areas with a land use classification of Residential Medium Density. The Land Use Map 13-2 shows the land to be annexed as Residential Medium Density, however the adjacent land uses that are within in the City limits are Commercial. Map 12-1, the Land Development Plan Map, shows the adjacent property within the City as Commercial. The proposed commercial zoning in this location qualifies as a Minor Variation in accordance with the 2008 Comprehensive Plan. Request for C-4 (Highway Commercial Zone) The types of permitted uses in the C-4 (Highway Commercial Zone) are given in Article 3 §16 of the Zoning Ordinance, and include the following: retail stores, business, professional or governmental offices, restaurants, personal service establishments, service establishments, hotels and motels, places of public assembly, bus terminal, wholesale, storage, warehousing, and distribution establishments, indoor or outdoor recreation and amusement establishments, hospitals and medical centers, drive-throughs. There are provisions with restrictions for uses such as motor vehicle sales or service, manufacturing, mini-storage, and adult entertainment establishments. Conditional Uses subject to approval by the Planning Commission include apartments and multi-family dwellings and crematories. Recommendation of Planning Staff and Planning Commission Staff recommends the annexation of the property and rezoning to C-4 (Highway Commercial Zone) be approved as submitted. The subject property is in the City’s Category 2: 0-10 Years Priority Annexation Area. The C-4 zoning is consistent with the development in the area and is consistent with the Minor Variation criteria set forth in the 2008 Comprehensive Plan. Following a public hearing on April 18, 2016, where no members of the public spoke regarding the proposed annexation and rezoing, the Planning Commission voted in favor of the annexation

AX-16-02 Lands of Heartland Delaware, Inc. City Council Report May 9, 2016 Page 3 of 4 with the proposed C-4 zoning with five (5) votes in favor and no votes in opposition (three members absent). Excerpt from DRAFT Planning Commission Minutes of April 18, 2016 AX-16-02 Lands of Heartland Delaware, Inc – Public Hearing and Review for Recommendation to City Council on an Annexation Request and Rezoning Request for two parcels of land located south of Webbs Lane between South Governors Avenue and South DuPont Highway abutting existing City limits. The annexation category according to Dover’s 2008 Comprehensive Plan is Category 2: 0-10 Years Priority Annexation Areas and the land use designation is Residential Medium Density. The owner of record is Heartland Delaware, Inc. Proposed Council District 2. Ordinance #2016.12. A. Property located at 1411 South Governors Avenue consisting of 0.2158 acres ±. Property is currently zoned BG (General Business District) in Kent County. Proposed zoning is C-4 (Highway Commercial Zone). Located on the east side of South Governors Avenue. Address: 1411 South Governors Avenue. Tax Parcel: ED-00-086.09-01-21.00-000. B. Property located at 1417 South Governors Avenue consisting of 0.4497 acres ±. Property is currently zoned BG (General Business District) in Kent County. Proposed zoning is C-4 (Highway Commercial Zone). Located south of Webbs Lane with frontages on South Governors Avenue and South DuPont Highway. Address: 1417 South Governors Avenue. Tax Parcel: ED-00-086.09-01-22.00-000. Representatives: Mr. Troy Adams, Mountain Consulting, Inc Mr. Cook stated that this annexation request and rezoning request is for two (2) parcels located south of Webbs Lane between South Governors Avenue and South DuPont Highway abutting the existing City limits. The annexation category according to the 2008 Comprehensive Plan is Category 2: 0-10 Years Priority Annexation Areas and the land use designation is Residential Medium Density. The owner of record is Heartland Delaware, Inc. There are two (2) properties and the Zoning Map is located in the packet. They are addressed as 1411 South Governors Avenue Parcel C on the map and 1417 South Governors Avenue Parcel D on the map. Each property is currently zoned in Kent County as BG (General Business District). The proposed zoning in the City would be C-4 (Highway Commercial Zone). Property A is the property located closest to City limits with frontage only on South Governors Avenue. Also for reference, the property adjacent nearby in the City is the Wendy’s. The two (2) properties are kind of in between the Wendy’s and the Burger King. The second property fronts on both streets. Mr. Adams stated that there were really no DAC comments and what Mr. Cook stated was accurate. Mrs. Townshend stated that she wanted to re-emphasis the fact that while the Comprehensive Plan shows this area as Residential Medium Density in the Annexation Plan. When you look at the Land Use Plan for what’s in the City, we would consider this a Minor Variation. When we

AX-16-02 Lands of Heartland Delaware, Inc. City Council Report May 9, 2016 Page 4 of 4 submit the Plan of Services later this week to the State Planning Office, we will demonstrate that it’s a Minor Variation in terms of the land use in the Comprehensive Plan. Mr. Tolbert opened a public hearing and after seeing no one wishing to speak, he closed the public hearing. Mr. Cregar moved to recommend approval to City Council for AX-16-02 Lands of Heartland Delaware, Inc, with the appropriate zonings as indicated in the report from Staff (zoning of C-4), seconded by Mr. Holt and the motion was unanimously carried 5-0 by roll call vote with Colonel Welsh, Dr. Jones and Ms. Still absent. Mr. Holden voting yes; it’s in the Priority Annexation Area and, it’s a Minor Variation. It’s keeping with the trend of growth in that area in commercial and it will be nice to bring that piece into the City. Mr. Cregar voting yes, for reasons previously stated. Mr. Holt voting yes; based on the reasons previously stated. Mr. Baldwin voting yes, based on the reasons previously stated. Mr. Tolbert voting yes; it’s a minor change that is desirable at this point.

City of Dover Application No.: AX-16-02 Department of Planning & Inspections R-8 F id R-8 dler sG e rn s Av rnor RGO Gove ROS wy ont H Dup C-2A CPO Web bs L n C-1 Parcel C C-4 Parcel D Legend Title: Lands of Heartland Delaware, Inc. Address: 1411 & 1417 South Governors Avenue Subject Property Parcel ID: (C) ED-00-086.09-01-21.00-000 (D) ED-00-086.09-01-22.00-000 Kent County Parcels Zoning: C-4 (proposed) Dover Parcels Owner: Heartland Delaware, Inc. Zoning Date: 2/24/2016 Dover Boundary « 0 125 250 500 Feet 2012 Buildings

CITY OF DOVER DEVELOPMENT ADVISORY COMMITTEE APPLICATION REVIEW COMMENTARY STAFF D.A.C. MEETING DATE: MARCH 30, 2016 APPLICATION: LANDS OF HEARTLAND DELAWARE, INC. FILE #: AX-16-02 REVIEWING AGENCY: City of Dover Electric and Public Works Departments CONTACT PERSON: Paul Waddell - Electric Jason A. Lyon, P.E. – Public Works CONTACT PHONE #: Electric - 302-736-7070 Public Works – 302-736-7025 T HE S UBJECT P ROPOSAL HAS BEEN R EVIEWED FOR C ODE C OMPLIANCE , P LAN C ONFORMITY AND C OMPLETENESS IN A CCORDANCE WITH THIS A GENCY ’ S A UTHORITY AND A REA OF E XPERTISE . T HE F OLLOWING I TEMS HAVE BEEN I DENTIFIED AS E LEMENTS W HICH N EED TO BE A DDRESSED BY THE A PPLICANT : CITY AND STATE CODE REQUIREMENTS ELECTRIC / WATER / WASTEWATER / STORMWATER / SANITATION / STREETS / GROUNDS 1. Our office has no objections to the proposed annexation of tax parcel ED-00-086.09-01-21.00-000 and ED-00-086.09- 01-22.00-000. RECOMMENDATIONS SUGGESTED AS CONDITIONS OF APPROVAL TO MEET CODE OBJECTIVES ELECTRIC / WATER / WASTEWATER / STORMWATER / SANITATION / STREETS / GROUNDS 1. None ADVISORY COMMENTS TO THE APPLICANT ELECTRIC / WATER / WASTEWATER 1. As per the Petition to Annex and Rezone Property, as heard by the City of Dover Utility Committee, March 29, 2016, please find the following: a. 1411 South Governors Avenue is currently served by City of Dover Electric, Water and Sewer. 1417 South Governors Avenue is currently served with City of Dover Electric. Water and sanitary sewer service is available within South Governors Avenue. The property owner would be responsible for the costs associated with tapping the sanitary sewer mains extending services to the property, payment of impact fees, and obtaining permits associated with such improvements. SANITATION 1. The City of Dover will only provide sanitation service to residential properties. . STORMWATER / STREETS / GROUNDS 1. None. I F Y OU H AVE A NY Q UESTIONS OR N EED TO D ISCUSS ANY OF THE A BOVE C OMMENTS , P LEASE C ALL THE A BOVE C ONTACT P ERSON AND THE P LANNING D EPARTMENT AS S OON AS P OSSIBLE .

C F AX-16-02 I I T R CITY OF DOVER Y E DEVELOPMENT ADVISORY COMMITTEE O M F A APPLICATION REVIEW COMMENTARY R D.A.C. MEETING DATE: 04/06/16 D S O H V A E L R APPLICATION: Lands of Heartland Delaware, Inc. FILE #: AX-16-02 REVIEWING AGENCY: City of Dover, Office of the Fire Marshal CONTACT PERSON: Jason Osika, Deputy Fire Marshal PHONE #: (302) 736-4457 THE SUBJECT PROPOSAL HAS BEEN REVIEWED FOR CODE COMPLIANCE, PLAN CONFORMITY, AND COMPLETENESS IN ACCORDANCE WITH THIS AGENCY’S AUTHORITY AND AREA OF EXPERTISE. THE FOLLOWING ITEMS HAVE BEEN IDENTIFIED AS ELEMENTS WHICH NEED TO BE ADDRESS BY THE APPLICANT: CITY AND STATE CODE REQUIREMENTS: 1. Address numbers of at least 12 inches in height for commercial and 6” in height for residential and must be placed on the street side of the building visible from the street. 2. Any natural or LP gas bottles, meters, values, regulators, etc., must have impact protection per City of Dover Code of Ordinances. ADDITIONAL / SPECIFIC REQUIREMENTS TO OBTAIN APPROVAL: 1. The current properties are located in the Camden-Wyoming Fire Company’s fire district as outlined by the Delaware State Fire Commission. APPLICABLE CODES LISTED BELOW (NOT LIMITED TO): 2012 NFPA Life Safety Code (NFPA; National Fire Protection Association) 2009 IBC (International Building Code) Latest editions of all other NFPA Codes as defined by the Delaware State Fire Prevention Regulations 2012 Delaware State Fire Prevention Regulations City of Dover Code of Ordinances *If you have any questions or need to discuss any of the above comments, please call the above contact person listed.

CITY OF DOVER D E DEVELOPMENT ADVISORY COMMITTEE L APPLICATION REVIEW COMMENTARY D O D.A.C. MEETING DATE: March 30, 2016 T =============================================================== APPLICATION: Lands of Heartland Delaware, Inc FILE#: AX-16-02 REVIEWING AGENCY: DelDOT CONTACT PERSON: Jonathan T. Moore PHONE#: 760-2145 =============================================================== THE SUBJECT PROPOSAL HAS BEEN REVIEWED FOR CODE COMPLIANCE, PLAN CONFORMITY AND COMPLETENESS IN ACCORDANCE WITH THIS AGENCY'S AUTHORITY AND AREA OF EXPERTISE. THE FOLLOWING ITEMS HAVE BEEN IDENTIFIED AS ELEMENTS WHICH NEED TO BE ADDRESSED BY THE APPLICANT: CITY & STATE CODE REQUIREMENTS: DelDOT has no comments regarding city & state code at this time. RECOMMENDATIONS SUGGESTED AS CONDITIONS OF APPROVAL TO MEET CODE OBJECTIVES: DelDOT has no recommendations at this time. ADVISORY COMMENTS TO THE APPLICANT: DelDOT has no advisory comments at this time. If you have any questions or need to discuss any of the above comments, please call the above contact person and the planning department as soon as possible.

CITY OF DOVER DEVELOPMENT ADVISORY COMMITTEE APPLICATION REVIEW COMMENTARY April 2016 APPLICATION: Lands of Heartland Delaware, Inc. FILE #: AX-16-02 REVIEWING AGENCY: Kent Conservation District CONTACT PERSON: David C. Cahill PHONE #: 741-2600 ext.3 THE SUBJECT PROPOSAL HAS BEEN REVIEWED FOR CODE COMPLIANCE, PLAN CONFORMITY AND COMPLETENESS IN ACCORDANCE WITH THIS AGENCY’S AUTHORITY AND AREA OF EXPERTISE. THE FOLLOWING ITEMS HAVE BEEN IDENTIFIED AS ELEMENTS WHICH NEED TO BE ADDRESSED BY THE APPLICANT: Source: 2014 Delaware Sediment and Stormwater Regulations CITY AND STATE CODE REQUIREMENTS: 1. Kent Conservation District has no objection to the annexation and rezoning of the above referenced site. ADVISORY COMMENTS TO THE APPLICANT: 1. If at any time expansion or earth disturbing activity (clearing, grubbing tree clearing etc.) takes place and exceeds 5000 square feet; a detailed Sediment and Stormwater Management Plan must be submitted and approved to the Kent Conversation District.

PREPARED BY: TAX MAP PARCEL NO. City of Dover ED-00-086.09-01-21.00/000 PO Box 475 ED-00-086.09-01-22.00/000 Dover, DE 19903-0475 MAYOR AND COUNCIL COUNCIL RESOLUTION NO. 2016-02 APPROVING THE INCLUSION OF AN AREA WITHIN THE LIMITS OF THE CITY OF DOVER. WHEREAS, the Charter of the City of Dover authorizes Council to extend the boundaries of the said City in accordance with Title 22, Chapter 1, Section 101 of the Delaware Code (22 Del.C.§ 101); and WHEREAS, the Mayor and Council deem it to be in the best interest of the City of Dover to include an area contiguous to the present City limits, and hereinafter more particularly described, within the limits of the City of Dover; and WHEREAS, the Charter of the City of Dover provides that if an annexation is petitioned by all owners of all property considered for annexation, no election shall be required. For an annexation petition not requiring an election, such petition shall be processed in accordance with procedures established for amendments to the zoning map, specified in Dover Code, Appendix B - Zoning. All annexation petitions shall be processed concurrently with the rezoning of the property considered for annexation and shall be subject to public hearing before City Council. Public notice shall be completed in accordance with the provisions of the Dover Code relating to amendment of the zoning map. NOW, THEREFORE, BE IT RESOLVED BY THE MAYOR AND COUNCIL OF THE CITY OF DOVER, IN COUNCIL MET: 1. That the following described area, situated in the City of Dover, East Dover Hundred, Kent County, State of Delaware, along with all adjacent paths, sidewalks, roadways, and rights-of-way in their entirety, shall be annexed to and included within the limits of the City of Dover: All that lot, piece or parcels of land with the improvements thereon erected, as combined areas of current tax parcel #s 2-00-086.09-01-21.00-00001 (Parcel "C"), and 2-00-086.09- 01-22.00-00001 (Parcel "D"), lying near the Southwest intersection of U.S. Route #13 and Webb's Lane, being bounded on the East by U.S. Route #13, on the South by lands of The Rent Shop, LLC (aka Burger King), to the West by S. Governors Avenue, and to the North by lands now or formerly of Heartland Delaware, LLC, and being more particularly bounded as described in accordance with a recent survey by Mountain Consulting, Inc., as follows to wit: COMMENCING from a point of intersection of the Easterly right of way line of S. Governors Avenue (76 feet wide) and the centerline construction base line of Webb's Lane (85 feet wide), as shown on DelDOT Contract #20-045-02, #72-02-003, and #93-008-01; THENCE, (by DE SPCS NAD '83-'93 Bearing System), South 08 degrees

ANNEXATION RESOLUTION - 1411 AND 1417 SOUTH GOVERNORS AVENUE PAGE 2 08 minutes 25 seconds West, 283+/- feet to a concrete monument found at the POINT OF BEGINNING; THENCE, from said POINT OF BEGINNING (existing concrete monument having grid coordinates of N: 412,434.0625', E: 624,002.6331), being a common corner for Parcel "D" and lands now or formerly The Rent Shop, LLC, along the Easterly right of way of S. Governors Avenue (76 feet wide), North 08 degrees 08 minutes 25 seconds East, 79.00 feet to a "PK" nail found, at a common corner for Parcels "D" and "C"; THENCE, along Parcel "C" and said right of way, North 08 degrees 08 minutes 25 seconds East, 50.00 feet to a capped rebar found, at a common corner for Parcels "C" and "B"; THENCE, leaving said right of way, and running along the Northerly line of Parcel "C", South 81 degrees 38 minutes 31 seconds East, 188.13 feet to a point, at a common corner for Parcels "C", "B", and in the line of Parcel "A"; THENCE, along Parcels "C" and "A", South 08 degrees 21 minutes 29 seconds West, 50.00 feet to a point, at a common corner for Parcels "C", "D", and "A"; THENCE, along Parcels "D" and "A", South 08 degrees 21 minutes 29 seconds West, 50.00 feet to an iron pipe found, at a common corner for Parcels "D" and "A"; THENCE along Parcels “D” and “A”, South 81 degrees 38 minutes 31 seconds East, 173.57 feet to an iron pipe found, on the Westerly right of way line of S. Dupont Hwy. (aka Rt. 13) (180 feet wide); THENCE, along Parcel "D" and said right of way line of S. Dupont Hwy., South 20 degrees 11 minutes 29 seconds West, 28.52 feet to an iron pipe found, at a common corner for Parcel "D" and lands of said The Rent Shop, LLC; THENCE, along the Southerly line of Parcel "D" and said lands of The Rent Shop, LLC, North 81 degrees 49 minutes 01 seconds West, 355.36 feet to the concrete monument found at the POINT OF BEGINNING; CONTAINING 0.6655+/- acres (28,990 square feet) of land within said metes and bounds, being the same mo 2. That the above described property shall be annexed into the City of Dover with a zoning classification as set by City Council and in accordance with the zoning map and environs then in force, effective upon such lands being included within the limits of the City of Dover. 3. That the certified copy of this resolution of annexation, together with a plot of the area annexed, shall be filed for record with the Recorder of Deeds of Kent County.

ANNEXATION RESOLUTION - 1411 AND 1417 SOUTH GOVERNORS AVENUE PAGE 3 4. That the effective date of this resolution shall be the 10th day of May, 2016 at 12:01 a.m. ADOPTED: * S:\RESOLUTIONS-PROCLAMATIONS-TRIBUTES\2016\DRAFT\RESOLUTION NO 2016-02 ANNEXATION - 1411 AND 1417 SOUTH GOVERNORS AVENUE\Annexation-1411 and 1417 South Governors Avenue-Approval Resolution.wpd ROBIN R. CHRISTIANSEN MAYOR TIMOTHY A. SLAVIN COUNCIL PRESIDENT

FINAL READING CITY OF DOVER PROPOSED ORDINANCE #2016-12 1 AN ORDINANCE AMENDING THE ZONING ORDINANCE AND ZONING MAP OF THE 2 CITY OF DOVER BY CHANGING THE ZONING DESIGNATION OF PROPERTIES 3 LOCATED AT 1411 AND 1417 SOUTH GOVERNORS AVENUE 4 WHEREAS, the City of Dover has enacted a zoning ordinance regulating the use of property within 5 the limits of the City of Dover; and 6 WHEREAS, it is deemed in the best interest of zoning and planning to change the permitted use 7 of properties described below from BG (General Business District) (Kent County zoning 8 classification) to C-4 (Highway Commercial Zone)(City of Dover zoning classification). 9 NOW, THEREFORE, BE IT ORDAINED BY THE MAYOR AND COUNCIL OF THE CITY 10 OF DOVER, IN COUNCIL MET: 11 1. That from and after the passage and approval of this ordinance the Zoning Map and Zoning 12 Ordinance of the City of Dover have been amended by changing the zoning designation from 13 BG (General Business District) (Kent County zoning classification) to C-4 (Highway 14 Commercial Zone) (City of Dover zoning classification) on that property located at 15 1411 South Governors Avenue, consisting of 0.2158+/- acres (Parcel C), and that property 16 located at 1417 South Governors Avenue, consisting of 0.4497+/- acres (Parcel D), owned 17 by Heartland Delaware, Inc. 18 (TAX PARCELS: ED-00-086.09-01-21.00-000 (PARCEL C) AND ED-00-086.09-01-22.00-000 (PARCEL D); 19 PLANNING REFERENCE: AX-16-02; COUNCIL DISTRICT: 2) 20 21 ADOPTED: * 22 S:\ORDINANCES\2016\DRAFT\ORDINANCE #2016-12 REZONING-ANNEXATION - 1411 AND 1417 SOUTH GOVERNORS AVENUE\Ordinance #2016-12 Rezoning Property at 1411 and 23 1417 South Governors Avenue-Final Reading.wpd 24 Actions History 25 May 9, 2016 - Scheduled for Public Hearing/Final Reading - City Council 26 April 18, 2016 - Review - Planning Commission 27 March 14, 2016 - First Reading - City Council

PETITION TO ANNEX AND REZONE PROPERTY Public Hearing Before the Dover City Council May 9, 2016 File Number: AX-16-03 Ordinance: 2016-13 Owner of Record: Dover International Speedway, Inc. Property Address: Persimmon Tree Lane Tax Parcel ID #: Lots 8, 9, 10A: LC-00-058.00-01-29.00-000 Lot 18: LC-00-058.00-01-02.00-000 Lot Size: Lot 8: 5.67 Ac +/- Lot 9: 10.21 Ac +/- Lot 10A: 13.69 Ac +/- Lot 18: 228.86 Ac +/- Total: 258.43 Ac +/- Present Use: Parking, Camping, Outdoor Festival Space Proposed Use: No Proposed Change Present Zoning: AR (Agricultural Residential) Proposed Zoning: RC (Recreational and Commercial Zone) Comprehensive Plan Category 2: 0-10 Years Priority Annexation Areas Designation: Comprehensive Plan To be master planned at the time of annexation Land Use Designation: Utility Availability: Electric, water and sanitary sewer service is available to the following property, however, the water service must be accessed from Persimmon Tree Lane. The sanitary sewer service must be accessed from either Old Leipsic Road (gravity) or through Persimmon Tree Lane (force main). The proposed connection to utilities must be submitted to the City of Dover for review and approval at the expense of the property owner. The property owner would be responsible for the costs associated with tapping the sanitary sewer mains extending services to the property, payment of impact fees, and obtaining permits associated with such improvements. Planning Commission Following a public hearing on April 18, 2016, the Planning

AX-16-03 Lands of Dover International Speedway, Inc. City Council Report May 9, 2016 Page 2 of 9 Recommendation: Commission voted in favor of the annexation with the proposed RC zoning with four (4) votes in favor and no votes in opposition (three members absent, one recused). Members of the public gave comment as summarized in the minutes. Summary This application is for review of an Annexation and Rezoning request for multiple parcels of land located east of State Route 1 abutting existing city limits. The owner of record is Dover International Speedway, Inc. The Tax Parcel Identification Numbers are: Lots 8, 9, 10A: LC-00- 058.00-01-29.00-000, and Lot 18: LC-00-058.00-01-02.00-000. Existing Property Lots 8, 9, and 10A are all located at the intersection of Leipsic Road and Persimmon Tree Lane as shown on the Zoning Exhibit Map. These lots are all used as parking, camping, and outdoor space associated with events at Dover International Speedway. Lots 8 and 9 are located on the left and right sides of the “T” intersection respectively. Lot 10A is located to the north of the intersection and contains a utility building on the northwest end of the property. Lot 18 is located farther north and accessed from a driveway off Persimmon Tree Lane. The subject property includes camping areas associated with Dover International Speedway events and the area now known as “The Woodlands” where the Firefly Music Festival is held. Surrounding Land Uses Immediately surrounding uses are primarily similar lots associated with Dover International Speedway. There are wooded areas adjacent to Lot 10A. There are commercial areas adjacent to the southeast portion of Lot 10A. The residential communities of Persimmon Park Place, Wild Meadows, and Persimmon Tree Apartments are located nearby. Lots 8 and 9 are surrounded by roads. Residential lots are found near the entrance to Lot 18, and large-lot residential, wooded, and agricultural uses are abutting various portions of Lot 18. Comprehensive Plan In the 2008 Comprehensive Plan (amended) on Map 13-1: Potential Annexation Areas and on Map 13-2: Potential Land Uses for Annexation Areas, the property is identified as Category 2: 0- 10 Years Priority Annexation Areas with a land use designation to be master planned at the time of annexation. A plan was included with the annexation application that represents the Firefly Music Festival layout. This Annexation Request for Lands of Dover International Speedway Inc. (PLUS #2016-03-09) was submitted to the Office of State Planning Coordination for PLUS review at the March 23, 2016 meeting. Copies of the PLUS Review Comments are attached. Request for RC (Recreational and Commercial Zone) The request for the RC (Recreational and Commercial) zoning classification is consistent with the efforts of the Planning Office and the Dover International Speedway to bring all of the property associated with the Firefly Music Festival under one common jurisdiction and one common zoning classification. The City recently amended the RC zone to add provisions that

AX-16-03 Lands of Dover International Speedway, Inc. City Council Report May 9, 2016 Page 3 of 9 allow the City to more effectively manage the Firefly Music Festival and other large events that may take place on the subject property. The types of permitted uses in the RC (Recreational and Commercial Zone) are given in Article 3 §18 of the Zoning Ordinance, and include the following: Public and private parks and playgrounds, athletic fields, sports stadiums and arenas, casinos, auto, horse, and motorcycle racetracks, hotels, motels, and restaurants, and a variety of other recreational uses. Temporary outdoor activities, such as fairs, music festivals, and other outdoor events, including temporary camping areas associated with such events are permitted subject to requirements. Conditional Uses subject to approval by the Planning Commission include livery stables and riding academies, aviation and facilities incident to aviation, and outdoor theaters and drive-in theaters. Recommendation of Planning Staff and Planning Commission Staff recommends the annexation of the property and rezoning to RC (Recreational and Commercial Zone) be approved as submitted. The subject property is in the City’s Category 2: 0- 10 Years Priority Annexation Area. The annexation request and the RC zoning are consistent with the overall plan to bring all of the Dover International Speedway property into the City and under one consistent zoning classification. This allows for the City to better work with the Speedway to manage large events such as the Firefly Music Festival. Following a public hearing on April 18, 2016, the Planning Commission voted in favor of the annexation with the proposed RC zoning with four (4) votes in favor and no votes in opposition (three members absent, one recused). Members of the public gave comment as summarized in the minutes. Excerpt from DRAFT Planning Commission Minutes of April 18, 2016 AX-16-03 Lands of Dover International Speedway, Inc – Public Hearing and Review for Recommendation to City Council of an Annexation Request and Rezoning Request for multiple parcels of land located east of State Route 1 abutting existing City limits. The annexation category according to Dover’s 2008 Comprehensive Plan is Category 2: 0-10 Year Priority Annexation Areas and the land use designation is to be master planned at the time of annexation. The owner of record is Dover International Speedway, Inc. Proposed Council District 3. Ordinance #2016-13. A Master Plan of the annexation area and certain adjacent properties was submitted with the application. A. Three (3) unaddressed lots of a single parcel totaling 29.57 acres ±. Property is currently zoned AR (Agricultural Residential District) in Kent County. Proposed zoning is RC (Recreational and Commercial Zone). Located adjacent to State Route 1 and surrounding the intersection of Leipsic Road and Persimmon Tree Lame. Tax Parcel: LC-00-058.00-01- 29.00-000. B. Property located at 1229 Persimmon Tree Lane consisting of 228.86 acres ±. Property is currently zoned AR (Agricultural Residential District) in Kent County. Proposed zoning is RC (Recreational and Commercial Zone). Located northwest of Persimmon Tree Lane. Tax Parcel: LC-00-058.00-01-02.00-000. Representatives: Mr. Gregory Moore, Becker Morgan Group

AX-16-03 Lands of Dover International Speedway, Inc. City Council Report May 9, 2016 Page 4 of 9 Mr. Holden recused himself from discussion and voting due to his employer being the engineer of record. Mrs. Townshend stated that this is a proposal to annex 258.43 acres of land known as Lot 9, 8, 10A and 18 of the Dover International Speedway property; all of the property is east of Route 1. This is shown in the Comprehensive Plan in the Category 2: 0-10 Years Priority Annexation Areas and it has a note that it would be Master Planned at the time of annexation. When they did the Comprehensive Plan, it was before they had the Firefly Music Festival. As Firefly has taken root and grown they have been working closely with Dover International Speedway to position things so that they could move toward the annexation of the property. That way everything is in one jurisdiction for the ease of things such as permitting, enforcement and public safety. This is the Annexation application that they have been working toward with the Speedway. The current zoning in Kent County is AR (Agricultural Residential District) and the proposed zoning classification is RC (Recreational and Commercial Zone) and again as per the Comprehensive Plan it was stated that it would be Master Planned at the time of annexation. There is a plan sheet that shows the Master Plan which is really just the festival layout. At this point in time, there are no permanent improvements that are planned and any improvements that would be planned would be consistent with that overall layout. She shouldn’t say “no” permanent improvements; there are a number of things that they will be working on whether they will be permitted under Kent County. She thinks a couple of things will be constructed under Kent County jurisdiction prior to the full annexation but really it’s storage buildings and a VIP platform that would be associated with the festival. The types of improvements reflected in the Master Plan are all of the things that would be to support the festival. At this point, they have entered into a long term agreement with Red Frog. The purpose of the annexation is to avoid a lot of that confusion as it relates to who’s responsible for what as it relates to the County and the City or the State Fire Marshal versus the City Fire Marshal and those types of things. This did go to PLUS with the Master Plan that was submitted. They do not yet have PLUS comments but they were very consistent with the types of things that they saw when they did the Comprehensive Plan amendment. They want to make sure that the City does things like protect the woodlands and those types of areas which the City obviously has ordinances that would address those issues. Mr. Moore stated that all what Mrs. Townshend stated was the reason that they have been planning to bring all of these properties into the City for a number of years and also planning to have all of the zones under Dover International Speedway under one consistent zoning so that there’s understanding as to what they are doing there for now and the future. They don’t have a large amount of plans for construction but as Mrs. Townshend alluded to Red Frog did come to them this year and say that they needed to build two (2) structures. One is a small maintenance building and the other is a lofted area which is actually a platform for people to sit on. The loft area is something that they actually build already and they remove it from the property and take it apart. They are asking to just have it permanent so that they don’t have to do that for every single event. Beyond that, they think that they may build a bathroom or a shower facility or something that is a part of the Red Frog facilities today and that’s why they submitted the plan as their Master Plan. They are solely gearing for the Firefly over a twenty (20) year agreement between Dover Downs and Red Frog.

AX-16-03 Lands of Dover International Speedway, Inc. City Council Report May 9, 2016 Page 5 of 9 Mr. Holt stated that he thinks that it’s a good deal for the City. It brings everything under the City’s ‘roof’ and he thinks it’s a win-win. Mr. Cregar stated that some of the challenges that they have had are when they have had these jurisdictional issues. He knows that they have good cooperation but this will allow for good public safety. Responding to Mr. Cregar, Mrs. Townshend stated that they have their Special Event Permit process that the City administers and Kent County has a different process. For instance, the City makes sure that the all vendors have whatever licenses that they need. The Speedway is very good at controlling those things but they don’t want anything to fall through the cracks between the two jurisdictions. One of the things from when they made the changes to the RC (Recreational and Commercial Zone) is that they added hours for use of outdoor PA systems or amplification systems. If the main stage or the camping areas are in Kent County that doesn’t apply but the City is still getting the complaints. One of the things that they have heard from the Public Safety Staff at the Speedway is that the City has standards for how campers are parked. There have been times where people will say “well how come they don’t have to do it?” as they are pointing across the road at some of the adjacent camp grounds that the State Fire Marshal regulates. A few years ago there was an issue where someone was burned and Staff had to look at the map to determine if the City Fire Marshal should respond or if it was the State Fire Marshal. It is really about a more seamless approach to the public safety. While there are Municipal Aid Agreements in place and there is some degree of jurisdiction. It makes it less confusing and overall safer. Mr. Cregar stated that they have this Master Plan which is basically kind of a layout. If there is some building, depending on the size would it be done through administrative review? Responding to Mr. Cregar, Mrs. Townshend stated that if it meets the threshold for Planning Commission review then it would come to the Planning Commission. Mr. Tolbert opened a public hearing. Ms. Jennifer Cappola – 102 Gordon Place Dover DE 19904 Ms. Cappola stated that from what she understands the City is going to be rezoning them from Agriculture to City. She isn’t sure if that’s just a rumor but she wants to know how this is going to affect her actual community. She lives in Persimmon Park Place so she is close to the RV’s. How is this going to affect her community and where she lives? Is the City going to be raising her taxes? Are they going to be digging up her community? Why did she get this notice and how does this change affect her? Responding to Ms. Cappola, Mrs. Townshend stated that the Zoning Ordinance requires that the applicant send notice to all property owners within two hundred (200) feet of the property that is subject to rezoning. This wouldn’t directly affect your property; it doesn’t rezone your property or change anything specific to your property. This brings property that is currently outside of the City under the City’s jurisdiction and it applies the zoning classification of RC (Recreational and Commercial Zone) which is where they have the standards that they would apply to the music festival. From a practical standpoint, you shouldn’t see anything different than what you are seeing now with the festivals. It adds a little more structure because of the zoning classification.

AX-16-03 Lands of Dover International Speedway, Inc. City Council Report May 9, 2016 Page 6 of 9 Ms. Cappola questioned if this will make her taxes go up? Responding to Ms. Cappola, Mrs. Townshend stated that this would not affect her taxes. Ms. Debra Handel – 1160 Persimmon Tree Lane Dover DE 19904 Ms. Handel stated that she lives across from the driveway to 1299 Persimmon Tree Lane. It’s the big green area with the little green strip that the City is calling a driveway. It is actually more like a three lane paved road and on some Internet sites it’s referred to as Moor’s Farm Lane because it has become such a road. Most of her issues concern the noise and the traffic from that area. When you mentioned the PLUS review, you didn’t mention the line in there that “our suggestion is rather than rezoning the City should accommodate the festival uses as Conditional Use protecting both Dover Downs and the residents in the area from unforeseen changes.” Her problem is that once this property is rezoned, they (City) doesn’t have plans to do anything in the foreseeable future. Responding to Ms. Handel, Mrs. Townshend stated that they have not received a PLUS letter from the State as of yet. Ms. Handel stated that the letter was addressed to Mrs. Townshend on February 23, 2016. Responding to Ms. Handel, Mrs. Townshend stated that’s regarding the Comprehensive Plan amendments. Ms. Handel stated that she just knows that the letter is referring to the rezoning of the property and Mrs. Townshend already stated that ten (10) years ago when the Comprehensive Plan was done no one expected Firefly. Once you rezone the property we are stuck with it. Who knows what’s going to happen ten (10) years from now. They are saying in the letter that they could eventually build hotels, casinos and race tracks. Once it’s rezoned, it’s rezoned. There’s no getting it back. The other issue is that there is no Site Plan required because it’s not really a development; however, there are all these gravel roads and unpaved roads on the property. She and several neighbors have asked Dover Downs in the past why they can’t reconfigure those gravel roads and make them paved roads so that you take the traffic off of Persimmon Tree Lane and onto their property but they said that they couldn’t do that because it affects their back door operations. So basically they don’t mind screwing over the neighbors as long as their operations are going well. They have put so much time and effort into what they are calling a driveway but she can’t understand why. For example, the Dover Mall has the road that goes around it and all of the other roads to get into it. Why can’t Dover Downs do something like that on their property back where Leipsic Road hits Persimmon Tree Lane where there are shoulders and there are no ditches and plenty of real estate to do this? Versus having all of that camping traffic come up their little two (2) lane road where there are no shoulders and has deep ditches. You are talking about people, golf carts, cars, and people using their driveways as turnaround areas. There has got to be a way to manipulate that property layout so that they can build their own access road on the property. The second issue is the noise ordinance. You said by bringing this property into the City of Dover that it would also be subject to the City of Dover noise ordinance. That means no noise after certain hours. Her problem with that is how is the City going to enforce that when they are already advertising on the website that the Hub is going to be open until 4:00AM Wednesday through Saturday and open until 2:00AM on Sunday? There are stages that have performance that play until 3:00AM or 4:00AM. What is the City going to do to address the noise concerns of the residents who live in this agricultural residential quiet neighborhood that is now going to be

AX-16-03 Lands of Dover International Speedway, Inc. City Council Report May 9, 2016 Page 7 of 9 zoned RC (Recreational and Commercial Zone)? Responding to Ms. Handel, Mrs. Townshend stated that the RC (Recreational and Commercial Zone) addresses noise hours. Ms. Handel stated that Article 3, Section 18.1 states that the “use of loud speakers and other amplification systems shall be prohibited between 12:00AM and 7:00AM Monday through Friday and between 2:00AM and 9:00AM on Saturday and Sunday.” There is no way that Firefly is going to adhere to that; they never have in the past. Responding to Ms. Handel, Mrs. Townshend stated that’s part of the reason that they added it to the Ordinance. She is unaware of anything scheduled beyond those hours. They worked with the Speedway on the construction of the Ordinance. Ms. Handel questioned if Mrs. Townshend was saying that what’s happened in the past three (3) years is not going to happen for this year coming? That’s been their history before. Responding to Ms. Handel, Mrs. Townshend stated that’s what they have discussed with the Speedway that the outdoor amplification needs to adhere to those hours. Ms. Handel stated that in another part of that Ordinance there is a Section that talks about hearing noises and vibrations beyond the Speedway boundaries. Obviously it’s a music festival and they are not going to be able to contain that but there has to be something so that she is not sitting in living room listening to her walls vibrate every time there is a bass bumping thing on one of those stages. There has got to be a way that they can turn those down. Everybody thinks this is great and that Firefly brings a lot of money to the community but nobody wants it in their back yard. Yet, they have it in their back yard and they didn’t ask for it. There has got to be some concessions made to the people that live there. It’s very hard on them. She has already taken off work on Thursday and Friday because she is going to have to stay home to make sure that there aren’t people in her yard. In the past they have urinated in their trees and slept in the driveway. It is awful, there are people sitting in trees and on fences. They are zombies half of the time. There is a strip of Persimmon Tree Lane that is County and not City but yet they are dealing with City property. How are they going to coordinate that with the State Police? They have always put a post at the end of the driveway where a State Trooper sat around the clock but how is the City going to deal with it? Responding to Ms. Handel, Mrs. Townshend stated that will probably not change. There are meetings that occur throughout the year that include the Police jurisdictions, DelDOT, the Speedway and Red Frog to coordinate those issues. This does not mean that there won’t be a State Police presence during Firefly. It’s not just the City of Dover Police; it’s the State Police and officers that come up from other municipalities. Ms. Handel stated that she knows that but where they are, they only get State Police. Responding to Ms. Handel, Mrs. Townshend stated that she would not expect that to change. Ms. Handel stated that her biggest issue is that there has got to be a way that they can build an access road on the property to keep pedestrians, golf carts, bicycles and cars off of their two lane road. You can’t even move around them half of the time because they are taking up the whole road walking. There has to be a way to keep that on the property just like you would any other shopping mall or development and to do something about the noise. Mr. Tolbert questioned if they have had contact with the police regarding the nuisances? Responding to Mr. Tolbert, Ms. Handel stated yes, every year.

AX-16-03 Lands of Dover International Speedway, Inc. City Council Report May 9, 2016 Page 8 of 9 Mr. Tolbert further questioned what kind of response she was getting from the Police? Responding to Mr. Tolbert, Ms. Handel stated that in the beginning it’s all great. She gets a lot of lip service about the wonderful things that they are going to do and how they are going to take care of them. Then the festival happens and it gets thrown to the wayside to the point where they have actually had State Troopers at the end of that lane say to just go sit in their yard or their neighbor’s yard. They use it as a turn-around lane so that they don’t impede traffic. It’s awful and her property value has sunk because of this. Anyone who knows where Firefly is and sees where she lives, they are not going to want to buy her house. Everybody says the festival brings in so much money but what is doing to the property owners in that area? She understands that they are not going to get rid of it but at least do something to alleviate some of the pain by doing something about the noise and considering requiring some sort of an access road. They have got that entrance to Lot 10 right on the other side of the bridge. There is another entrance that they are calling the south bridge. These are major access points already so why can’t they be funneled along the perimeter road that already exists? There is a map that has all of the gravel roads shown on it. The gravel roads can be re-configured to make the campers go up through the property instead of using their road. Make pedestrian pathways so that they can walk from the north camping to the Hub down by the race track without walking on the road. There is enough land back there where they can take a little bit away from the festival to try to make the neighborhood better. Mr. Tolbert questioned if she had talked to her neighbors? Responding to Mr. Tolbert, Ms. Handel stated yes, there was one neighbor who was supposed to be here tonight but she thinks it is best that he didn’t come because he has a lot of anger about this situation. He lives right in that lot next to the driveway that is wide enough to handle three lanes of traffic plus pedestrians. Persimmon Tree Lane can’t even handle that; it’s wider than the actual road and they are calling it a driveway. Ms. Jennifer Cappola – 102 Gordon Place Dover DE 19904 Ms. Cappola stated that there are some houses along the main road where people walk and use golf carts and it is really hard to get in and out. Are they allowed to come and party in the separate communities or can they kick them out? They are only supposed to be on that main strip and behind the barriers walking to their vehicles or whereever. Sometimes when she is home, she found an Acme shopping cart in her back yard and she lives all the way in the back in a community so how that got there is beyond her. Are they going to be allowed to go into these private communities as well and just drink, party and stay up all night? Responding to Ms. Cappola, Mr. Tolbert stated that his understanding is that Wild Meadows is one of the developments and they keep people out by having guards at the entrance. No one can come in without being allowed to come in by the guards. The Council at Persimmon Park Place can also keep people out; they have the authority to do that. They can also have guards at the entrance to stop people from coming in who don’t belong there. They can do that with the cooperation of the State Police and City Police. Mr. Tolbert closed the public hearing. Mr. Cregar stated that in thinking about how this is developing in this area, has there been any consideration about interior movement, roadway, pathways, walkways or eliminating some of

AX-16-03 Lands of Dover International Speedway, Inc. City Council Report May 9, 2016 Page 9 of 9 the stuff that happens on the main roads? Responding to Mr. Cregar, Mr. Moore stated that Red Frog re-evaluates the festival every year. They reconvene with DelDOT on a yearly basis to help make the improvements to traffic flow. Mr. Cregar further questioned if that was part of the on-going meetings that take place? Responding to Mr. Cregar, Mr. Moore stated yes and they happen every year so as they hear things like they have heard tonight, they will incorporate that into the meetings with Red Frog and DelDOT as it relates to the public ways. They are here listening and they want to make the festival successful and as least unintimidating to their neighbors as they possibly can and they will work to do that. Mr. Cregar stated that at this point this is just about the annexation and they will deal with the rezoning next. Responding to Mr. Cregar, Mrs. Townshend stated that this is the annexation and rezoning for the stuff that is currently unincorporated Kent County. The next application is the rezoning of what is already in the City. Mr. Cregar moved to recommend approval to City Council for AX-16-03 Lands of Dover International Speedway, Inc. to annex this property for the reasons discussed; safety, logistics, allowing this to be Master Planned, a better opportunity for more input from the City of how these plans are used and that they recommend that the zone be RC (Recreational and Commercial Zone), seconded by Mr. Holt and the motion was unanimously carried 4-0 by roll call vote with Mr. Holden recused and Colonel Welsh, Dr. Jones and Ms. Still absent. Mr. Baldwin voting yes, based on Staff Report and this would help the City better work with the Speedway to manage large events. Mr. Tolbert voting yes; it will facilitate some of the problems that are not new and facilitating the management and organization of the activities is essential. It’s been a problem for some time. This will help alleviate some of those problems. Whenever you have two local governments dealing with the same issue you are going to have problems and this will help to resolve some of those problems. Other problems will occur and hopefully they can resolve those too as we go along. Mr. Cregar voting yes, for the reasons stated in the motion. Mr. Holt voting yes, for the reasons stated in the motion.

City of Dover Application No.: AX-16-03 Department of Planning & Inspections Lot 18 A St RC at e Hw y 1 SC-3 Lot 10A Lot 8 Ln r ee nT mo rs i m Pe W eav e Lot 9 P r im Dr M ro s e M ic hto n Su t lle r Dr re F ar nis Dr A e MHP r C i MHP Dr Dr h L ine Dr e ud r n cGi F in is RC n r mo ll D r Old r P e rs i m yD Le i S e Pl nD RC Le i Go rd o Pl er Mo or u san Mau p si St Bet en psi cR Pl at az e G or h P Pl cR a Hw IPM-2 d Dr do n y Pl l 1 d CPO A SC-2 Legend Title: Lands of Dover International Speedway, Inc. Address: Near Persimmon Tree Lane Subject Property Parcel ID: LC-00-058.00-01-29.00-000 (Lots 8,9,10A) LC-00-058.00-01-02.00-000 (Lot 18) Kent County Parcels Zoning: RC (proposed) Dover Parcels Owner: Dover International Speedway, Inc. Zoning Date: 3/8/2016 Dover Boundary « 0 700 1,400 2,800 Feet 2012 Buildings

STATE OF DELAWARE EXECUTIVE DEPARTMENT OFFICE OF STATE PLANNING COORDINATION April 20, 2016 Ms. Ann Marie Townshend City of Dover 15 Loockerman Plaza P.O. Box 475 Dover, DE 19903 RE: PLUS review 2016-03-09; City of Dover Master Plan for Dover Downs Woodlands Dear Ann Marie, Thank you for meeting with State agency planers on March 23, 2016 to discuss the proposed master plan for the Dover Downs lands known as the “Woodlands.” According to the paperwork received with this application the master plan addresses the anticipated annexation of certain parcels around Dover International Speedway. Please note that changes to the plan, other than those suggested in this letter, could result in additional comments from the State. Additionally, these comments reflect only issues that are the responsibility of the agencies represented at the meeting. Recommendations: Our office strongly recommends that the Town consider these recommendations from the various State agencies as you review your plan for final approval. This office has received the following comments from State agencies: Office of State Planning Coordination – Contact David Edgell 739-3090 • The proposed master plan provides a site layout and improvement plan for the lands of Dover Downs, Inc. that are collectively known as “The Woodlands.” These lands are the site of outdoor music festivals, including the Firefly Festival. • Based on the discussions at the PLUS meeting, it is our understanding that this master plan will accompany the annexation application for these lands. This master plan will be used by the City of Dover for permitting and other regulations associated with the outdoor music festival activities. • Also, based on the discussions at the PLUS meeting, our understanding is that these lands will be used for temporary music festivals and other outdoor uses for the foreseeable 122 Martin Luther King Jr. Blvd. South – Haslet Armory ⋅ Third Floor ⋅ Dover, DE 19901 Phone (302)739-3090 ⋅ Fax (302) 739-5661 ⋅ www. stateplanning.delaware.gov

PLUS review 2016-03-09 Page 2 of 6 future, and that there are currently no plans for permanent construction on these lands other than festival related structures shown on the master plan. • The master plan indicates that most of the improvements on the parcels will be temporary in nature. There are two permanent storage buildings shown, along with potential future construction for grandstands and other structures directly related to the music festival activities. No further PLUS review will be required for the structures shown on this master plan. • As per the PLUS Memorandum of Understanding with the City of Dover, any future development that is not shown on this masterplan on this site must be reviewed through PLUS. Department of Transportation – Contact Bill Brockenbrough 760-2109 • DelDOT’s regulations with regard to temporary entrances are found in Section 8.4 of the Development Coordination Manual. The regulations apply to this site and the festival organizer should apply for a temporary permit each time a festival is held. • The following comments stem from a review of the Master Plan by our Traffic Section. They are characterized as suggestions here because they are based on our observations as to what is needed to support the operation of the festival. While our requirements will likely reflect these comments, we will determine our specific requirements in response to an application for a temporary entrance permit. o Moor Farm Lane, the access to Lot 18 from Persimmon Tree Lane, should be widened to accommodate a minimum of three lanes of traffic. The lane configuration would be two in, one out for load-in operations; two out, one in for load-out operations. Consideration should be given to increasing the radii at Persimmon Tree Lane to accommodate turns executed by larger recreational vehicles, campers, trailers, service vehicles, buses, etc. Consideration should be given to improving the durability of the existing road surface. Surveying may be needed to determine whether there is presently enough property and right-of-way available for the widening and the radius improvement o To enhance pedestrian safety, sidewalk should be installed on the north side of Persimmon Tree Lane from Moor Farm Lane to the Pit Stop Lane intersection, commonly referred to as Control Point 5. As a partial alternative, a shared-use path could be constructed outside of the venue, on the western edge of the festival grounds, to connect Lot 18 to the intersection of Leipsic Road and Persimmon Tree Lane, commonly referred to as Control Point 3. The path would not, of course, help pedestrians determined to walk along Persimmon Tree Lane but it would mitigate the need for them to do so and has the advantage of being something within the control of the festival organizers. Building the sidewalk could require additional easements or rights-of-way from lands not owned by Dover International Speedway (DIS).

PLUS review 2016-03-09 Page 3 of 6 o With the recent loss of the lot immediately east of the Comfort Inn as the primary ingress for registration, all ingress to the south side of Leipsic Road west of Route 1 will occur at Control Point 1, about 1,000 feet farther. Therefore Control Point 1 must accommodate, at a minimum, two lanes in and one lane out. Consideration needs to be given to increasing the radii to allow for double right turns into the lot by larger vehicles such as recreational vehicles, trailers, campers, etc. DelDOT has discussed this point with DIS and Red Frog and all parties believe this change is feasible. o The parcel on the south side of Persimmon Tree Lane (Tax Parcel No. 4-00-05800- 01-0208-00001) just west of Moor Farm Lane (Lot 18), is currently owned by DIS. DIS is proposing, likely in conjunction with Red Frog, to use this parcel as an area for parents to drop-off/pick-up festival revelers. To create such an area, a stabilized entrance would need to be constructed to allow for ingress and egress. We acknowledge that this parcel is under County jurisdiction and is not proposed for annexation now. o On the north side of Lewis Drive, just west of Leipsic Road, there is a farm field where a residential subdivision, Alezach Lands, LLC, has been recorded but not built. This field has been used in the past for employee and/or vendor parking and camping. If the intent is to continue to use this parcel in the same manner, the existing entrance needs improvements/widening to accommodate inbound and outbound vehicles of varying sizes. We acknowledge that this parcel is under County jurisdiction and is not proposed for annexation now. • Please be advised that DelDOT is about to advertise for adoption, in the April Register of Regulations, an update of the Development Coordination Manual. The effective date will be April 11, 2016. While in most respects, the changes are incremental, they are located throughout the Manual and could have some effect on entrance designs. Department of Natural Resources and Environmental Control – Contact Michael Tholstrup 735-3352 Source Water Protection Areas. • A portion of one of the parcels (LC-00-05800-01-0200-00001, also referred to as Lot 18) designated for annexation falls within an area of excellent ground-water recharge potential area. Based on 2013 aerial imagery, this area is presently a dirt road (see map). Excellent Ground-Water Recharge Areas are those areas mapped by the Delaware Geological Survey where the first 20 feet of subsurface soils and geologic materials are exceptionally sandy. These soils are able to transmit water very quickly from the land surface to the water table. This map category (excellent) is an indicator of how fast contaminants will move and how much water may become contaminated (Andres, 2004).

PLUS review 2016-03-09 Page 4 of 6 Land use activities or impervious cover on areas of excellent ground-water recharge potential may adversely affect ground water in these areas. The City of Dover has a source water ordinance in place with conditions for development within areas of excellent groundwater recharge potential. In addition, because the excellent ground water recharge area can readily affect the underlying aquifer if contaminants are spilled or discharged across the area, the storage of hazardous substances or wastes should not be allowed within the area unless specific approval is obtained from the relevant state, federal, or local program. References Andres, A. Scott, 2004, Ground-Water Recharge Potential Mapping in Kent and Sussex Counties, Delaware: Delaware Geological Survey Report of Investigations No. 66, p. 14. http://www.udel.edu/dgs/Publications/pubform.html#nvestigations

PLUS review 2016-03-09 Page 5 of 6 Protection of Forests/Wetlands. • Portions of the Woodlands of Dover International Speedway parcels are in the Bombay Hook Natural Area. DNREC Division of Fish and Wildlife scientists have not surveyed this parcel. As such, we are unable to provide information pertaining to the existence of state-rare or federally listed plants, animals or natural communities at this site. However, the forested wetlands on this site are mapped as Key Wildlife Habitat because it is part of a large wetlands complex that can support an array of plant and animal species. It is unclear what future work might be proposed in these forested wetlands if the parcels are rezoned to commercial. Protection for these forested wetlands is strongly encouraged. State Historic Preservation Office – Contact Terrence Burns 736-7404 • On Lot-8, there are no known archaeological sites or National Register listed property on the parcel. On Lot-9, there is a known archaeological site (K-6358, 7K-C-459) on the parcel. On Lot-10A, there are no known archaeological sites or National Register listed property on the parcel. Furthermore, on Lot-18 there was a historic house on the parcel towards the end of Moor Farm Lane. According to the Pomeroy and Beers Atlas of 1868 (a 19-century historic map), the house was associated with a William Cowgill (K-2072), however, it is no longer there. Furthermore, there may archaeological resources associated with that house as well. In addition, there are also some known archaeological sites (K-815, 7K-C-088; K-4333, 7K-C-099) on the parcel south of Muddy Branch. With this in mind, the developer should be aware of the Unmarked Human Burials and Human Skeletal Remains Law, which is in Chapter 54, of Title 7, of the Delaware Code. • Abandoned or unmarked family cemeteries are very common in the State of Delaware. They are usually in rural or open space areas, and sometimes near or within the boundary of an historic farm site. Even a marked cemetery can frequently have unmarked graves or burials outside of the known boundary line or limit. Disturbing unmarked graves or burials triggers the Delaware’s Unmarked Human Burials and Human Skeletal Remains Law (7 Del. C. Ch. 54), and such remains or discoveries can result in substantial delays while the procedures required under this law are carried out. If there is a discovery of any unmarked graves, burials or a cemetery, it is very costly to have them archaeologically excavated and the burials moved. The Division of Historical & Cultural Affairs recommends that owners and/or developers have a qualified archaeological consultant investigate their project area, to the full extent, to see if there is any unmarked cemetery, graves, or burial sites. In the event of such a discovery, the Division of Historical & Cultural Affairs also recommends that the plans be re-drawn to leave the full extent of the cemeteries or any burials on its own parcel or in the open space area of the development, with the responsibility for its maintenance lying with the landowner association or development. If you would like to know more information pertaining to unmarked human remains or cemeteries, please go to the following websites for additional information:

PLUS review 2016-03-09 Page 6 of 6 www.history.delaware.gov/preservation/umhr.shtml and www.history.delaware.gov/preservation/cemeteries.shtml. Therefore, prior to any demolition or ground-disturbing activities, the developer should hire an archaeological consultant, to examine the parcel for archaeological resources, especially a cemetery or unmarked human remains. Furthermore, if there is any federal involvement with the project, in the form of licenses, permits, or funds, the federal agency, often through its client, is responsible for complying with Section 106 of the National Historic Preservation Act (36 CFR 800) and must consider their project’s effects on any known or potential cultural or historic resources. Owners and developers who may plan to apply for an Army Corps of Engineers permit or for federal funding, such as HUD or USDA grants, should be aware of the National Historic Preservation Act of 1966 (as amended). Regulations promulgated for Section 106 of this Act stipulate that no ground-disturbing or demolition activities should take place before the Corps or other involved federal agency determines the area of potential effect of the project undertaking. These stipulations are in place to allow for comment from the public, the Delaware State Historic Preservation Office, and the Advisory Council for Historic Preservation about the project’s effects on historic properties. Furthermore, any preconstruction activities without adherence to these stipulations may jeopardize the issuance of any permit or funds. If you need further information or additional details pertaining to the Section 106 process and the Advisory Council’s role, please review the Advisory Council’s website at www.achp.gov. Department of Agriculture – Contact Scott Blaier 698-4532 • The Department of Agriculture would only note that the northern boundary of this parcel consists of a number of properties enrolled in the State’s Agricultural Lands Preservation Program. The Department asks that Dover International Speedway and the City of Dover be considerate and accommodate these landowners while hosting large events for patrons who may not understand the business of farming and its potential inconveniences (i.e. the smell of manure, dust, noise, trespassing, etc.) . Once a decision has been reached on this proposed master plan, please forward a copy of the master plan to the Office of State Planning Coordination for our records. Thank you for the opportunity to review this Comprehensive Plan amendment. If you have any questions, please contact me at 302-739-3090. Sincerely, Constance C. Holland, AICP Director, Office of State Planning Coordination CC: Kent County

CITY OF DOVER DEVELOPMENT ADVISORY COMMITTEE APPLICATION REVIEW COMMENTARY STAFF D.A.C. MEETING DATE: MARCH 30, 2016 APPLICATION: LANDS OF DOVER INTERNATIONAL SPEEDWAY, INC. FILE #: AX-16-03 REVIEWING AGENCY: City of Dover Electric and Public Works Departments CONTACT PERSON: Paul Waddell - Electric Jason A. Lyon, P.E. – Public Works CONTACT PHONE #: Electric - 302-736-7070 Public Works – 302-736-7025 T HE S UBJECT P ROPOSAL HAS BEEN R EVIEWED FOR C ODE C OMPLIANCE , P LAN C ONFORMITY AND C OMPLETENESS IN A CCORDANCE WITH THIS A GENCY ’ S A UTHORITY AND A REA OF E XPERTISE . T HE F OLLOWING I TEMS HAVE BEEN I DENTIFIED AS E LEMENTS W HICH N EED TO BE A DDRESSED BY THE A PPLICANT : CITY AND STATE CODE REQUIREMENTS ELECTRIC / WATER / WASTEWATER / STORMWATER / SANITATION / STREETS / GROUNDS 1. Our office has no objections to the proposed annexation of tax parcel LC-00-058.00-01-29.00-000 and LC-00-058.00- 01-02.00-000 RECOMMENDATIONS SUGGESTED AS CONDITIONS OF APPROVAL TO MEET CODE OBJECTIVES ELECTRIC / WATER / WASTEWATER / STORMWATER / SANITATION / STREETS / GROUNDS 1. None ADVISORY COMMENTS TO THE APPLICANT ELECTRIC / WATER / WASTEWATER 1. As per the Petition to Annex and Rezone Property, as heard by the City of Dover Utility Committee, March 29, 2016, please find the following: a. Electric, water and sanitary sewer service is available to the following property, however, the water service must be accessed from Persimmon Tree Lane. The sanitary sewer service must be accessed from either Old Leipsic Road (gravity) or through Persimmon Tree Lane (force main). The proposed connection to utilities must be submitted to the City of Dover for review and approval at the expense of the property owner. The property owner would be responsible for the costs associated with tapping the sanitary sewer mains extending services to the property, payment of impact fees, and obtaining permits associated with such improvements. SANITATION 1. The City of Dover will only provide sanitation service to residential properties. . STORMWATER / STREETS / GROUNDS 1. None. I F Y OU H AVE A NY Q UESTIONS OR N EED TO D ISCUSS ANY OF THE A BOVE C OMMENTS , P LEASE C ALL THE A BOVE C ONTACT P ERSON AND THE P LANNING D EPARTMENT AS S OON AS P OSSIBLE .

C F AX-16-03 I I T R CITY OF DOVER Y E DEVELOPMENT ADVISORY COMMITTEE O M F A APPLICATION REVIEW COMMENTARY R D.A.C. MEETING DATE: 04/06/16 D S O H V A E L R APPLICATION: Lands of Dover International Speedway Inc FILE #: AX-16-03 REVIEWING AGENCY: City of Dover, Office of the Fire Marshal CONTACT PERSON: Jason Osika, Deputy Fire Marshal PHONE #: (302) 736-4457 THE SUBJECT PROPOSAL HAS BEEN REVIEWED FOR CODE COMPLIANCE, PLAN CONFORMITY, AND COMPLETENESS IN ACCORDANCE WITH THIS AGENCY’S AUTHORITY AND AREA OF EXPERTISE. THE FOLLOWING ITEMS HAVE BEEN IDENTIFIED AS ELEMENTS WHICH NEED TO BE ADDRESS BY THE APPLICANT: CITY AND STATE CODE REQUIREMENTS: 1. Address numbers of at least 12 inches in height must be placed on the street side of the building visible from the street. 2. Gates are to be operational with Fire Department Opti-Con Systems approved by Delaware Department of Transportation. All gates are required to have one manual and one automated means for opening. To be considered accessible for fire department apparatus the actual clear openings shall be not less than 14ft, the paved surface through the gate shall be not less than 12ft and the gate shall be setback from the perpendicular street by at least 50ft. ADDITIONAL / SPECIFIC REQUIREMENTS TO OBTAIN APPROVAL: 1. A. three unaddressed lots need addresses 2. Kent County/City of Dover labeling in Lot 10 possibly incorrect on plan APPLICABLE CODES LISTED BELOW (NOT LIMITED TO): 2012 NFPA Life Safety Code (NFPA; National Fire Protection Association) 2009 IBC (International Building Code) Latest editions of all other NFPA Codes as defined by the Delaware State Fire Prevention Regulations 2012 Delaware State Fire Prevention Regulations City of Dover Code of Ordinances *If you have any questions or need to discuss any of the above comments, please call the above contact person listed.

CITY OF DOVER D E DEVELOPMENT ADVISORY COMMITTEE L APPLICATION REVIEW COMMENTARY D O D.A.C. MEETING DATE: March 30, 2016 T =============================================================== APPLICATION: Lands of Dover International Speedway, Inc. FILE#: AX-16-03 REVIEWING AGENCY: DelDOT CONTACT PERSON: Jonathan T. Moore PHONE#: 760-2145 =============================================================== THE SUBJECT PROPOSAL HAS BEEN REVIEWED FOR CODE COMPLIANCE, PLAN CONFORMITY AND COMPLETENESS IN ACCORDANCE WITH THIS AGENCY'S AUTHORITY AND AREA OF EXPERTISE. THE FOLLOWING ITEMS HAVE BEEN IDENTIFIED AS ELEMENTS WHICH NEED TO BE ADDRESSED BY THE APPLICANT: CITY & STATE CODE REQUIREMENTS: DelDOT has no comments regarding city & state code at this time. RECOMMENDATIONS SUGGESTED AS CONDITIONS OF APPROVAL TO MEET CODE OBJECTIVES: DelDOT has no recommendations at this time. ADVISORY COMMENTS TO THE APPLICANT: DelDOT has no advisory comments at this time. If you have any questions or need to discuss any of the above comments, please call the above contact person and the planning department as soon as possible.

CITY OF DOVER DEVELOPMENT ADVISORY COMMITTEE APPLICATION REVIEW COMMENTARY April 2016 APPLICATION: Lands of Dover International Speedway FILE #: AX-16-03 REVIEWING AGENCY: Kent Conservation District CONTACT PERSON: David C. Cahill PHONE #: 741-2600 ext.3 THE SUBJECT PROPOSAL HAS BEEN REVIEWED FOR CODE COMPLIANCE, PLAN CONFORMITY AND COMPLETENESS IN ACCORDANCE WITH THIS AGENCY’S AUTHORITY AND AREA OF EXPERTISE. THE FOLLOWING ITEMS HAVE BEEN IDENTIFIED AS ELEMENTS WHICH NEED TO BE ADDRESSED BY THE APPLICANT: Source: 2014 Delaware Sediment and Stormwater Regulations CITY AND STATE CODE REQUIREMENTS: 1. Kent Conservation District has no objection to the annexation and rezoning of the above referenced site. ADVISORY COMMENTS TO THE APPLICANT: 1. If at any time expansion or earth disturbing activity (clearing, grubbing tree clearing etc.) takes place and exceeds 5000 square feet; a detailed Sediment and Stormwater Management Plan must be submitted and approved to the Kent Conversation District.

PREPARED BY: TAX MAP PARCEL NO. City of Dover LC-00-058.00-01-29.00/000 PO Box 475 LC-00-058.00-01-02.00/000 Dover, DE 19903-0475 MAYOR AND COUNCIL COUNCIL RESOLUTION NO. 2016-03 APPROVING THE INCLUSION OF AN AREA WITHIN THE LIMITS OF THE CITY OF DOVER. WHEREAS, the Charter of the City of Dover authorizes Council to extend the boundaries of the said City in accordance with Title 22, Chapter 1, Section 101 of the Delaware Code (22 Del.C.§ 101); and WHEREAS, the Mayor and Council deem it to be in the best interest of the City of Dover to include an area contiguous to the present City limits, and hereinafter more particularly described, within the limits of the City of Dover; and WHEREAS, the Charter of the City of Dover provides that if an annexation is petitioned by all owners of all property considered for annexation, no election shall be required. For an annexation petition not requiring an election, such petition shall be processed in accordance with procedures established for amendments to the zoning map, specified in Dover Code, Appendix B - Zoning. All annexation petitions shall be processed concurrently with the rezoning of the property considered for annexation and shall be subject to public hearing before City Council. Public notice shall be completed in accordance with the provisions of the Dover Code relating to amendment of the zoning map. NOW, THEREFORE, BE IT RESOLVED BY THE MAYOR AND COUNCIL OF THE CITY OF DOVER, IN COUNCIL MET: 1. That the following described area, situated in Little Creek Hundred, Kent County, State of Delaware, along with all adjacent paths, sidewalks, roadways, and rights-of-way, shall be annexed to and included within the limits of the City of Dover: Lot 8 (Portion of Tax Map Parcel No.: LC-00-058.00-01-29.00/000) Beginning at a point at the southeasterly end of a daylight corner at the intersection of the easterly right of way line of State Route 1 and the northerly right of way line of Leipsic Road and at a corner for this parcel, thence from the place of beginning and running with said easterly right of way line of State Route 1 the following two courses and distances 1) South 83°52'17" West 220.11 feet to a point; thence 2) North 49°04'01" West 520.76 feet to a point at a corner for this parcel and lands now or formerly of Virginia D. Bason; thence turning and running with said lands of Bason 3) North 55°33'22" East 447.44 feet to a point in the westerly right of way line of Leipsic Road; thence turning and running with said westerly right of way line of Leipsic Road the following two courses and distances 4) South 50°33'11" East 481.99 feet to a point; thence 5) South 25°58'59" West 294.27 feet to the point and place of beginning and containing 5.67 acres of land, be the same more or less.

ANNEXATION RESOLUTION - PROPERTY ADJACENT TO STATE ROUTE 1 AND SURROUNDING THE INTERSECTION OF LEIPSIC ROAD AND PERSIMMON TREE LANE AND PROPERTY LOCATED AT 1229 PERSIMMON TREE LANE PAGE 2 Lot 9 (Portion of Tax Map Parcel No.: LC-00-058.00-01-29.00/000) Beginning at a point at the intersection of the easterly right of way line of State Route 1 and the southerly right of way line of Leipsic Road and at a corner for this parcel, thence from the place of beginning and running with said southerly right of way line of Leipsic Road the following six courses and distances: 1) North 25°58'59" East 464.88 feet to a point; thence 2) South 55°4l'45" East 196.1l feet to a point; thence 3) South 66°05'05" East 305.00 feet to a point; thence 4) South 55°41'45" East 304.09 feet to a point; thence 5) curving to the left along the arc of a circle having a radius of 946.47 feet and an arc length of 194.26 feet, chord bearing of said arc being South 61°34'33" East 193.92 feet to a point; thence 6) South 22°32'4l" East 148.48 feet to a point in the northerly right of way line of Pit Stop Lane; thence turning and running with said northerly right of way line of Pit Stop Lane the following two courses and distances 7) South 74°47'52" West 98.40 feet to a point; thence 8) South 76°14'13" West 509.20 feet to a point in the easterly right of way line of State Route 1; thence turning and running with said easterly right of way of State Route 1, 9) North 49°04'01" West 555.63 feet to the point and place of beginning and containing 10.21 acres of land, be the same more or less. Lot 10A (Portion of Tax Map Parcel No.: LC-00-058.00-01-29.00/000) Beginning at a point along the easterly right of way line of Leipsic Road at a corner for this parcel and lands now or formerly of Virginia D. Bason; thence from the place of beginning and running with said lands of Virginia D. Bason 1) North 55°33'22" East 648.20 feet to a point at a corner for this parcel and other lands of Dover International Speedway, Inc.; thence turning and running in part with said lands of Dover International Speedway and lands now or formerly of Thomas W. Murray, Inc. 2) South 38°32'24" East 1,685.22 feet to a point in line of the easterly right of way line of Leipsic Road; thence turning and running with said easterly right of way line of Leipsic Road the following five courses and distances 3) curving to the right along the arc of a circle having a radius of 816.47 feet and an arc length of 427.33 feet, chord bearing of said arc being North 70°41'23" West 422.47 feet to a point; thence 4) North 51°41'45" West 304.09 feet to a point; thence 5) North 49°16'38" West 402.52 feet to a point; thence 6) North 55°41'45" West 500.00 feet to a point; thence 7) North 66°05'05" West 236.90 feet to a point and place of beginning and containing 13.69 acres of land, be the same more or less. Lot 18 (Tax Map Parcel No.: LC-00-058.00-01-02.00/000) Beginning at a point along the northerly right of way line of Persimmon Tree Road at a corner for this parcel and lands now or formerly of Shirley A. Leitzinger; thence from the place of beginning and running with said northerly right of way line of Persimmon Tree Road 1) South 51°05'02" West 49.08 feet to a point at a corner for this parcel and lands now or formerly of Grace A. Outten; thence turning and running in part with said lands of Outten and lands now or formerly of Kathleen T. Moran Trustee the following two courses and distances 2) North 39°05'57" West 949.31 feet to a point; thence 3) South 66°25'24" West

ANNEXATION RESOLUTION - PROPERTY ADJACENT TO STATE ROUTE 1 AND SURROUNDING THE INTERSECTION OF LEIPSIC ROAD AND PERSIMMON TREE LANE AND PROPERTY LOCATED AT 1229 PERSIMMON TREE LANE PAGE 3 3,109.16 feet to a point in line with other lands of Dover International Speedway, Inc.; thence turning and running in part with said other lands of Dover International Speedway, lands now or formerly of Virginia D. Bason and lands now or formerly of the State of Delaware the following two courses and distances 4) North 37°53'24" West 1,785.20 feet to a point; thence 5) North 01°39'38" West 13.74 feet to a point at a corner for this parcel and lands now or formerly of Michael L. Foxwell; thence turning and running in part with said lands of Foxwell and lands now or formerly of Craig A. Stonesifer the following 19 courses and distances 6) North 08°02'53" East 86.99 feet to a point; thence 7) South 86°20'05" East 56.81 feet to a point; thence 8) North 48°56'16" East 361.04 feet to a point; thence 9) North 42°22'08" East 238.44 feet to a point; thence 10) North 06°16'35" West 100.72 feet to a point; thence 11) North 36°40'17" East 184.00 feet to a point; thence 12) North 14°33'19" East 145.26 feet to a point; thence 13) North 22°03'44" East 198.01 feet to a point; thence 14) North 28°42'27" East 196.34 feet to a point; thence 15) North 28°14'04" West 116.14 feet to a point; thence 16) North 00°34'36" East 274.17 feet to a point; thence 17) North 19°55'33" West 208.74 feet to a point; thence 18) North 05°19'58" East 218.67 feet to a point; thence 19) North 41°43'46" East 232.28 feet to a point; thence 20) South 85°27'14" East 247.52 feet to a point; thence 21) North 72°59'47" East 217.18 feet to a point; thence 22) North 77°52'58" East 129.16 feet to a point; thence 23) South 76°59'16" East 322.58 feet to a point; thence 24) South 67°34'35" East 174.83 feet to a point at a corner for this parcel and lands now or formerly of Jean Gruwell; thence turning and running with said lands of Gruwell the following 37 courses and distances 25) South 11°34'48" East 110.59 feet to a point; thence 26) South 26°52'33" East 33.71 feet to a point; thence 27) South 43°52'05" East 195.56 feet to a point; thence 28) South 12°34'41" East 20.70 feet to a point; thence 29) North 50°14'17" East 95.17 feet to a point; thence 30) North 82°54'46" East 83.21 feet to a point; thence 31) South 75°05'35" East 91.24 feet to a point; 32) North 46°54'08" East 237.32 feet to a point; 33) South 74°48'27" East 108.35 feet to a point; 34) North 72°48'11" East 436.78 feet to a point; thence 35) South 21°03'07" East 173.14 feet to a point; thence 36) North 61°34'5l" East 246.59 feet to a point; thence 37) North 24°25'40" East 70.66 feet to a point; thence 38) South 27°36'11" East 460.21 feet to a point; thence 39) South 69°21'27" East 44.60 feet to a point; thence 40) South 42°16'23" East 138.56 feet to a point; thence 41) South 01°37'18" East 139.95 feet to a point; thence 42) North 72°51'36" East 49.21 feet to a point; thence 43) South 24°05'31" East 57.44 feet to a point; thence 44) South 40°08'31" West 38.10 feet to a point; thence 45) South 19°44'53" East 73.55 feet to a point; thence 46) South 24°59'31" West 30.37 feet to a point; thence 47) South 35°41'22" West 35.95 feet to a point; thence 48) South 28°09'44" East 87.13 feet to a point; thence 49) South 52°44'35" East 33.88 feet to a point; thence 50) South 07°07'05" East 94.43 feet to a point; thence 51) North 56°27'28" East 10.21 feet to a point; thence 52) South 28°45'50" East 156.39 feet to a point; thence 53) South 55°35'37" West 39.13 feet to a point; thence 54) South 03°55'53" East 29.19 feet to a point; thence 55) South 11°36'33" East 141.88 feet to a point; thence 56) North 77°26'53" East 31.69 feet to a point; thence 57) South 24°52'38" East 49.23 feet to a point; thence 58) North 80°31'50" East 37.44 feet to a point; thence 59) South 22°13'52" East 137.19 feet to a point; thence 60) South 39°54'50" East 122.71feet to a point; thence 61) South 44°38'05" East 109.70 feet to a point at a corner for this parcel and lands now or formerly of Joseph T. Larkin; thence running with said lands of Larkin; thence 62) South 39°21'21" East 34.34 feet to a point at a corner

ANNEXATION RESOLUTION - PROPERTY ADJACENT TO STATE ROUTE 1 AND SURROUNDING THE INTERSECTION OF LEIPSIC ROAD AND PERSIMMON TREE LANE AND PROPERTY LOCATED AT 1229 PERSIMMON TREE LANE PAGE 4 for this parcel and lands now or formerly of Thomas D. Cullen; thence turning and running in part with said lands of Cullen and lands now or formerly of Shirley A. Leitzinger the following two courses and distances 63) South 23°59'15" West 587.26 feet to a point; thence 64) South 38°00'54" East 997.30 feet to the point and place of beginning and containing 228.86 acres of land, be the same more or less. 2. That the above described property shall be annexed into the City of Dover with a zoning classification as set by City Council and in accordance with the zoning map and environs then in force, effective upon such lands being included within the limits of the City of Dover. 3. That the certified copy of the resolution of annexation, together with a plot of the area annexed, shall be filed for record with the Recorder of Deeds of Kent County. 4. That the effective date of this resolution shall be the 10th day of May, 2016 at 12:01 a.m. ADOPTED: * S:\RESOLUTIONS-PROCLAMATIONS-TRIBUTES\2016\DRAFT\RESOLUTION NO. 2016-03 ANNEXATION - ADJACENT TO STATE ROUTE 1-INTERSECTION OF LEIPSIC ROAD AND PERSIMMON TREE LANE\Approval Resolution-Adjacent to State Route 1 and 1229 Persimmon Tree Lane.wpd ROBIN R. CHRISTIANSEN MAYOR TIMOTHY A. SLAVIN COUNCIL PRESIDENT

FINAL READING CITY OF DOVER PROPOSED ORDINANCE #2016-13 1 AN ORDINANCE AMENDING THE ZONING ORDINANCE AND ZONING MAP OF THE 2 CITY OF DOVER BY CHANGING THE ZONING DESIGNATION OF THREE (3) 3 UNADDRESSED LOTS OF A SINGLE PARCEL OF PROPERTY LOCATED ADJACENT 4 TO STATE ROUTE 1 AND SURROUNDING THE INTERSECTION OF LEIPSIC ROAD 5 AND PERSIMMON TREE LANE, AND PROPERTY LOCATED AT 1229 PERSIMMON 6 TREE LANE 7 WHEREAS, the City of Dover has enacted a zoning ordinance regulating the use of property within 8 the limits of the City of Dover; and 9 WHEREAS, it is deemed in the best interest of zoning and planning to change the permitted use 10 of properties described below from AR - Agricultural Residential Zone (Kent County zoning 11 classification) to RC - Recreational and Commercial Zone (City of Dover zoning classification). 12 NOW, THEREFORE, BE IT ORDAINED BY THE MAYOR AND COUNCIL OF THE CITY 13 OF DOVER, IN COUNCIL MET: 14 1. That from and after the passage and approval of this ordinance the Zoning Map and Zoning 15 Ordinance of the City of Dover have been amended by changing the zoning designation from 16 AR - Agricultural Residential (Kent County zoning classification) to RC - Recreational and 17 Commercial (City of Dover zoning classification) for three (3) unaddressed lots of a single 18 parcel located adjacent to State Route 1 and surrounding the intersection of Leipsic Road and 19 Persimmon Tree Lane, consisting of 5.67+/- acres (Lot 8), 10.21+/- acres (Lot 9), and 20 13.69+/- acres (Lot 10A) and for property located at 1229 Persimmon Tree Lane, consisting 21 of 228.86+/- acres (Lot 18), owned by Dover International Speedway, Inc. 22 (TAX PARCELS: LC-00-058.00-01-29.00-000 (LOTS 8, 9, AND 10A) AND LC-00-058.00-01-02.00-000 (LOT 18); 23 PLANNING REFERENCE: AX-16-03; COUNCIL DISTRICT: 3) 24 25 ADOPTED: * 26 S:\ORDINANCES\2016\DRAFT\ORDINANCE #2016-13 REZONING-ANNEXATION - ADJACENT TO STATE ROUTE 1 AND INCLUDING 1229 PERSIMMON TREE LANE\Ordinance 27 #2016-13 Rezoning Property Adjacent to State Route 1 and Including 1229 Persimmon Tree Lane-Final Reading.wpd 28 Actions History 29 May 9, 2016 - Scheduled for Public Hearing/Final Reading - City Council 30 April 18, 2016 - Review - Planning Commission 31 March 14, 2016 - First Reading - City Council

PETITION TO AMEND A ZONING DISTRICT Public Hearing Before the Dover City Council May 9, 2016 File Number: Z-16-04 Ordinance: 2016-15 Owner of Record: Dover International Speedway, Inc. Property Address: Multiple Addresses, Refer to Ordinance #2016-15 Exhibit A and Exhibit B Tax Parcel ID #: 14 parcels, refer to Ordinance #2016-15 Exhibit A and Exhibit B Lot Size: 14 parcels, total 291.07 Ac +/-, refer to Ordinance #2016-15 Exhibit A and Exhibit B Present Use: Parking, Camping, Outdoor Festival Space Proposed Use: No Proposed Change Present Zoning: Refer to Ordinance #2016-15 Exhibit A and Exhibit B: C-PO (Commercial and Professional Office Zone) R-8 (One-Family Residence Zone) MHP (Mobile Home Park Zone) A (Agricultural Zone) SWPOZ (1 parcel) (Source Water Protection Overlay Zone) Proposed Zoning: RC (Recreational and Commercial Zone) SWPOZ (1 parcel) (Source Water Protection Overlay Zone) Comprehensive Plan Area A: Mixed Use Land Use Designation: Area B & C: Active Agriculture Reason for Request: To bring all of the Dover International Speedway property into the City and under one consistent zoning classification and consistent with the 2008 Comprehensive Plan as most recently amended in March 2016. Planning Commission Following a public hearing on April 18, 2016, where no members Recommendation: of the public spoke regarding the proposed rezoning, the Planning Commission voted in favor of the proposed RC zoning with four (4) votes in favor and no votes in opposition (three members absent, one recused).

Z-16-04 Lands of Dover International Speedway, Inc. City Council Report May 9, 2016 Page 2 of 4 Summary This application is for review of a Rezoning request for fourteen parcels of land owned by Dover International Speedway. The subject properties include properties east of State Route 1 and properties west of State Route 1 south of Leipsic Road. The owner of record is Dover International Speedway, Inc. The Tax Parcel Identification Numbers are listed on Exhibit B. Existing Property The subject properties are depicted on Exhibit A. The area on the map identified as Area A includes twelve parcels totaling 195.13 acres of land west of State Route 1 and south of Leipsic Road. The property is used as camping area for large events such as the NASCAR races and the Firefly Music Festival. A portion of this area is subject to the SWPOZ (Source Water Protection Overlay Zone) as an excellent recharge area. The area depicted as Area B includes a 10.43-acre wedge-shaped parcel of land located between State Route 1 and Persimmon Park Place. The area depicted as Area C includes 85.51 acres of land that is known as Lot 10. This area is used for camping for NASCAR events and is part of what is known as The Woodlands, where the Firefly Music Festival is held. All of the subject properties are undeveloped and used only in association with temporary events. Surrounding Land Uses For Area A, the surrounding land uses include the residential neighborhoods of Towne Point which is zoned R-8 (One Family Residence zone) and Baytree which is zoned RM-2 (Medium Density Residence zone). Williams Park, a City-owned park, is located between Towne Point and the southernmost portion of the subject property. Other areas surrounding Area A are commercial uses, vacant commercial, land, and State Route 1. For Area B, surrounding uses include the Persimmon Park Place neighborhood, zoned MHP (Mobile Home Park Zone), State Route 1, and other lands owned by Dover International Speedway. For Area C, the surrounding land uses include other Dover International Speedway properties currently being considered for annexation and agricultural lands. Comprehensive Plan In the 2008 Comprehensive Plan (as amended in March 2016) the property has a land use designation of Commercial. Request for RC (Recreational and Commercial Zone) The request for the RC (Recreational and Commercial) zoning classification is consistent with the efforts of the Planning Office and the Dover International Speedway to bring all of the property associated with the Firefly Music Festival under one common jurisdiction and one common zoning classification. The City recently amended the RC zone to add provisions that allow the City to more effectively manage the Firefly Music Festival and other large events that may take place on the subject property. The types of permitted uses in the RC (Recreational and Commercial Zone) are given in Article 3 §18 of the Zoning Ordinance, and include the following: Public and private parks and

Z-16-04 Lands of Dover International Speedway, Inc. City Council Report May 9, 2016 Page 3 of 4 playgrounds, athletic fields, sports stadiums and arenas, casinos, auto, horse, and motorcycle racetracks, hotels, motels, and restaurants, and a variety of other recreational uses. Temporary outdoor activities, such as fairs, music festivals, and other outdoor events, including temporary camping areas associated with such events are permitted subject to requirements. Conditional Uses subject to approval by the Planning Commission include livery stables and riding academies, aviation and facilities incident to aviation, and outdoor theaters and drive-in theaters. Recommendation of Planning Staff and Planning Commission Staff recommends that the rezoning of the subject property to RC (Recreational and Commercial Zone) be approved as submitted. The RC zoning is consistent with the overall plan to bring all of the Dover International Speedway property into the City and under one consistent zoning classification and consistent with the 2008 Comprehensive Plan as most recently amended in March 2016. This allows for the City to better work with the Dover International Speedway to manage large events such as the Firefly Music Festival. Following a public hearing on April 18, 2016, where no members of the public spoke regarding the proposed rezoning, the Planning Commission voted in favor of the proposed RC zoning with four (4) votes in favor and no votes in opposition (three members absent, one recused). Excerpt from DRAFT Planning Commission Minutes of April 18, 2016 Z-16-04 Lands of Dover International Speedway, Inc. – Public Hearing and Review for Recommendation to City Council on a rezoning application for fourteen (14) parcels totaling 291.07 acres ±. The parcels are located in three different areas (A, B and C) outlined in the application. The proposed zoning of all parcels is RC (Recreational and Commercial Zone) with some areas also subject to the SWPOZ (Source Water Protection Office Zone). The owner of record is Dover International Speedway, Inc. Not all parcels have addresses. Council District 3. Ordinance #2016-15. A. Area No. A: twelve (12) parcels located east of Leipsic Road and west of State Route 1, totaling 195.13 acres ± and zoned CPO (Commercial and Professional Office Zone) and R- 8 (One-Family Residence Zone), partially subject to the SWPOZ (Source Water Protection Overlay Zone). Tax Parcels: LC-05-058.17-02-01.00-000, LC-05-058.17-01-07.00-000, ED 05-058.17-01-11.00-000, LC-05-058.17-01-08.00-000, ED-05-058.17-01-18.00-000, LC- 05-058.17-01-09.00-000, ED-05-058.17-01-19.00-000, ED-05-068.05-01-02.01-000, LC- 05-058.00-02-08.00-000, ED-05.068.05-01-16.00-000, LC-05-068.00-01-01.00-000 and LC-05-068.10-01-01.00-000. B. Area No. B: located east of State Route 1 and south of Pitstop Lane, totaling 10.43 acres ± and zoned MHP (Mobile Home Park Zone). Tax Parcel: LC-05-058.17-02-01.00-000. C. Area No. C: located north of Persimmon Tree Lane adjacent to the city limits, totaling 85.51 acres ± and zoned A (Agriculture Zone). Tax Parcel: LC-05-058.00-02-15.00-000. Representatives: Mr. Gregory Moore, Becker Morgan Group Mr. Holden recused himself from discussion and voting due to his employer being the engineer of record.

Z-16-04 Lands of Dover International Speedway, Inc. City Council Report May 9, 2016 Page 4 of 4 Mrs. Townshend stated that this is a rezoning application for 14 parcels totaling 291 acres of land that is currently in the City. It is currently under a variety of zoning classifications: CPO (Commercial and Professional Office Zone), R-8 (One-Family Residence Zone), MHP (Mobile Home Park Zone), A (Agricultural Zone) and there is a small portion that is subject to SWPOZ (Source Water Protection Overlay Zone). The rezoning application would take all of these properties to RC (Recreational and Commercial Zone) and that small portion would still be subject to the SWPOZ (Source Water Protection Overlay Zone). This is in accordance with the plans that they have been working on with Dover International Speedway to manage the large events such as the Firefly Music Festival and put everything under one jurisdiction and one zoning classification. This is related to the annexation that was just considered but it is separate properties. It is also directly related to the Comprehensive Plan Amendment that City Council approved in March 2016 (MI-16-01). Mr. Moore stated that similar to the Annexation they were trying to bring all of the Speedway grounds under one zoning and under one jurisdiction for the same reasons stated before. Mr. Tolbert opened a public hearing and then after seeing no one wishing to speak, he closed the public hearing. Mr. Holt moved to recommend approval to City Council for Z-16-04 Lands of Dover International Speedway, Inc. (Rezoning to RC with SWPOZ) as he feels this is the right thing to do and it’s going to make maintenance of this property a lot easier for the City, seconded by Mr. Baldwin. Mr. Cregar stated that in the DAC Report there is Exhibit B which specifies each one of these. Do they need to add that as part of the motion? Responding to Mr. Cregar, Mrs. Townshend stated no, they can refer to the Report or Exhibits A and B that show the extents of the rezoning. They are also attachments to the Ordinance that City Council will act on. Mr. Holt moved to recommend approval to City Council for Z-16-04 Lands of Dover International Speedway, Inc. (Rezoning to RC with SWPOZ as presented in Exhibits A and B) as he feels this is the right thing to do and it’s going to make maintenance of this property a lot easier for the City, seconded by Mr. Baldwin and the motion was unanimously carried 4-0 by roll call vote with Mr. Holden recused and Colonel Welsh, Dr. Jones and Ms. Still absent. Mr. Cregar voting yes, this is consistent with what they have been trying to do with Dover International Speedway and its uses. It allows the City for a more comprehensive idea of how to deal with this and to handle logistics around all of this. Mr. Holt voting yes; it is in line with the Comprehensive Plan and brings everything under one roof. Mr. Baldwin voting yes, this zoning is consistent with the overall 2008 Comprehensive Plan. Mr. Tolbert voting yes, for the same reasons as previously stated. It does facilitate management of the area and it’s something that has been a problem for some time. He’s glad that something is being done about that problem.

CITY OF DOVER DEVELOPMENT ADVISORY COMMITTEE APPLICATION REVIEW COMMENTARY STAFF D.A.C. MEETING DATE: MARCH 30, 2016 APPLICATION: LANDS OF DOVER INTERNATIONAL SPEEDWAY, INC. FILE #: Z-16-04 REVIEWING AGENCY: City of Dover CONTACT PERSON: Paul Waddell - Electric Jason A. Lyon, P.E. – Public Works CONTACT PHONE #: ELECTRIC - 302-736-7070 PUBLIC WORKS – 302-736-7025 T HE S UBJECT P ROPOSAL HAS BEEN R EVIEWED FOR C ODE C OMPLIANCE , P LAN C ONFORMITY AND C OMPLETENESS IN A CCORDANCE WITH THIS A GENCY ’ S A UTHORITY AND A REA OF E XPERTISE . T HE F OLLOWING I TEMS HAVE BEEN I DENTIFIED AS E LEMENTS W HICH N EED TO BE A DDRESSED BY THE A PPLICANT : CITY AND STATE CODE REQUIREMENTS ELECTRIC / WATER / WASTEWATER / STORMWATER / STREETS / SANITATION / GROUNDS Our office has no objection to the rezoning of the fourteen (14) parcels proposed with this project. RECOMMENDATIONS SUGGESTED AS CONDITIONS OF APPROVAL TO MEET CODE OBJECTIVES ELECTRIC / WATER / WASTEWATER / SANITATION / STORMWATER / STREETS / GROUNDS 1. Should this site be redeveloped, which includes modifications to the use, the applicant / developer will be responsible for all costs associated with providing the appropriate meter / service / main to this site based upon the use including any necessary system upgrades or extensions. The appropriateness and adequacy of electric, water and sewer services and meters will be assessed at that time. (Please note that each water meter registered with the City of Dover must have a separate service line.) Should the existing water and sanitary sewer services no longer be required based upon the proposed use, they must be properly abandoned at the mains in accordance with all City of Dover Department of Public Works standards and specifications. 2. Any redevelopment shall adhere to the City of Dover Water/Wastewater Handbook, the Specifications, Standards & Procedures for City of Dover Public Works requirements, and the City of Dover’s Electric Service Handbook. 3. Please note that renovations and or change of use projects must ensure that the water and wastewater service is brought up to current requirements. This may include relocating the water meter outside or changing service line sizes. Please ensure you schedule a meeting with the Department of Public Works during the planning phase for this site. Additional impact fees may apply for future development. ADVISORY COMMENTS TO THE APPLICANT ELECTRIC / WATER / WASTEWATER / STORMWATER / STREETS / GROUNDS 1. None. SANITATION 1. The City of Dover will only provide sanitation service to residential properties. . I F Y OU H AVE A NY Q UESTIONS OR N EED TO D ISCUSS ANY OF THE A BOVE C OMMENTS , P LEASE C ALL THE A BOVE C ONTACT P ERSON AND THE P LANNING D EPARTMENT AS S OON AS P OSSIBLE .

C F Z-16-04 I I T R CITY OF DOVER Y E DEVELOPMENT ADVISORY COMMITTEE O M F A APPLICATION REVIEW COMMENTARY R D.A.C. MEETING DATE: 04/06/16 D S O H V A E L R APPLICATION: Lands of Dover International Speedway Inc FILE #: Z-16-04 REVIEWING AGENCY: City of Dover, Office of the Fire Marshal CONTACT PERSON: Jason Osika, Deputy Fire Marshal PHONE #: (302) 736-4457 THE SUBJECT PROPOSAL HAS BEEN REVIEWED FOR CODE COMPLIANCE, PLAN CONFORMITY, AND COMPLETENESS IN ACCORDANCE WITH THIS AGENCY’S AUTHORITY AND AREA OF EXPERTISE. THE FOLLOWING ITEMS HAVE BEEN IDENTIFIED AS ELEMENTS WHICH NEED TO BE ADDRESS BY THE APPLICANT: CITY AND STATE CODE REQUIREMENTS: 1. This office has no objections APPLICABLE CODES LISTED BELOW (NOT LIMITED TO): 2012 NFPA Life Safety Code (NFPA; National Fire Protection Association) 2009 IBC (International Building Code) Latest editions of all other NFPA Codes as defined by the Delaware State Fire Prevention Regulations 2012 Delaware State Fire Prevention Regulations City of Dover Code of Ordinances *If you have any questions or need to discuss any of the above comments, please call the above contact person listed.

CITY OF DOVER D E DEVELOPMENT ADVISORY COMMITTEE L APPLICATION REVIEW COMMENTARY D O D.A.C. MEETING DATE: March 30, 2016 T =============================================================== APPLICATION: Lands of Dover International Speedway, Inc. FILE#: Z-16-04 REVIEWING AGENCY: DelDOT CONTACT PERSON: Jonathan T. Moore PHONE#: 760-2145 =============================================================== THE SUBJECT PROPOSAL HAS BEEN REVIEWED FOR CODE COMPLIANCE, PLAN CONFORMITY AND COMPLETENESS IN ACCORDANCE WITH THIS AGENCY'S AUTHORITY AND AREA OF EXPERTISE. THE FOLLOWING ITEMS HAVE BEEN IDENTIFIED AS ELEMENTS WHICH NEED TO BE ADDRESSED BY THE APPLICANT: CITY & STATE CODE REQUIREMENTS: DelDOT has no comments regarding city & state code at this time. RECOMMENDATIONS SUGGESTED AS CONDITIONS OF APPROVAL TO MEET CODE OBJECTIVES: DelDOT has no recommendations at this time. ADVISORY COMMENTS TO THE APPLICANT: DelDOT has no advisory comments at this time. If you have any questions or need to discuss any of the above comments, please call the above contact person and the planning department as soon as possible.

FINAL READING CITY OF DOVER PROPOSED ORDINANCE #2016-15 1 AN ORDINANCE AMENDING THE ZONING ORDINANCE AND ZONING MAP OF THE 2 CITY OF DOVER BY CHANGING THE ZONING DESIGNATION OF 14 PARCELS OF 3 PROPERTY LOCATED IN THREE (3) AREAS: EAST OF LEIPSIC ROAD AND WEST 4 OF STATE ROUTE 1 (AREA A), EAST OF STATE ROUTE 1 AND SOUTH OF PIT STOP 5 LANE (AREA B), AND NORTH OF PERSIMMON TREE LANE ADJACENT TO THE 6 CITY LIMITS (AREA C) 7 WHEREAS, the City of Dover has enacted a zoning ordinance regulating the use of property within 8 the limits of the City of Dover; and 9 WHEREAS, it is deemed in the best interest of zoning and planning to change the permitted use 10 of properties described further in Exhibit A to this ordinance from the existing zoning classifications 11 to the proposed zoning classifications listed in Exhibit B to this ordinance. 12 NOW, THEREFORE, BE IT ORDAINED BY THE MAYOR AND COUNCIL OF THE CITY 13 OF DOVER, IN COUNCIL MET: 14 1. That from and after the passage and approval of this ordinance the Zoning Map and Zoning 15 Ordinance of the City of Dover have been amended by changing the zoning designation from 16 the existing to the proposed designations as specified in Exhibit B to this ordinance on 17 14 parcels of property, including: 12 parcels located east of Leipsic Road and west of State 18 Route 1 (Area A) consisting of 195.13+/- acres; that property located east of State Route 1 19 and south of Pit Stop Lane (Area B) consisting of 10.43+/- acres; and that property located 20 north of Persimmon Tree Lane adjacent to the City limits (Area C) consisting of 85.51+/- 21 acres, with parcels totaling 291.07+/- acres in their entirety, owned by Dover International 22 Speedway, Inc. 23 (Planning Reference Z-16-04; Council District: 3) 24 Tax Parcels: 25 LC-05-058.17-02-01.00-000 LC-05-058.17-01-09.00-000 LC-05-068.00-01-01.00-000 26 LC-05-058.17-01-07.00-000 ED-05-058.17-01-19.00-000 LC-05-068.10-01-01.00-000 27 ED-05-058.17-01-11.00-000 ED-05-068.05-01-02.01-000 LC-05-058.17-02-01.00-000 28 LC-05-058.17-01-08.00-000 LC-05-058.00-02-08.00-000 LC-05-058.00-02-15.00-000 29 ED-05-058.17-01-18.00-000 ED-05-068.05-01-16.00-000 30 31 ADOPTED: * 32 S:\ORDINANCES\2016\DRAFT\ORDINANCE #2016-15 REZONING - 14 PARCELS OF PROPERTY - DOVER INTERNATIONAL SPEEDWAY\Ordinance #2016-15 Rezoning - Dover 33 International Speedway - 14 Parcels of Property- Final Reading.wpd 34 35 Actions History 36 May 9, 2016 - Scheduled for Public Hearing/Final Reading - City Council 37 April 18, 2016 - Review - Planning Commission 38 March 28, 2016 - First Reading - City Council

City of Dover Zoning Map: Exhibit A Department of Planning & Inspections Area C St A RC at T 14 e Hw y RC 1 SC-3 n eL re nT o m rsi m Pe RG-2 Area B Prim ton MHP M rose Mich Sut 13 rell Dr A elle T Dr Dr r Far is Dr Line Dr MHP Ci inn Dr Finish cG ey Dr RC o n udr Dr P e rsi mm re ave r p Mo o We Lei r nD S Old Gor do B Pl er Pl T02 u san Mau RC 03 T 06 Pl en sic T04 T eth P l Pl Rd T05 az a Dr 01 T T07 08 A T IPM-2 Area A SC-2 St at Rd 09 T e Hw ip sic 10 T y 1 Le CPO C-4 SC-2 SC-2 SC-2 T 11 IO R-8 ROS State St 12 RG-2 T nt Nimitz po Du co C-4 Hia w a d Ba R-8 r Dr nC t Rd A ath Ln lle e Hw Mi R-8 ck C-4 Blv Av Bu C-4 IO d B lvd wnsen y ric n n er W on To soBa R-8 ho Je f fe co Sc ay Dr Ordinance: #2016-15 File: Z-16-04 Title: Lands of Dover International Speedway Legend Proposed Zoning: RC (Recreational and Commercial Zone) Subject Parcels Owner: Dover International Speedway, Inc. Date: 3/22/2016 Dover Parcels Zoning Refer to Exhibit B table for Parcel ID, Address, and Existing Zoning Dover Boundary « 0 700 1,400 2,800 Feet Kent County Parcels

EXHIBIT B Lands of Dover International Speedway, Inc. Ordinance #2016‐15, File Z‐16‐04 Parcel Map References Parcel Size Address Current Zoning Proposed Zoning No. Area (Ac.) 1 A LC‐05‐058.17‐02‐01.00‐000 9.21 +/‐ 75 Pit Stop Ln C‐PO (Commercial and Professional Office Zone) RC (Recreational and Commercial Zone) 2 A LC‐05‐058.17‐01‐07‐00‐000 1.22 +/‐ Persimmon Tree Ln C‐PO (Commercial and Professional Office Zone) RC (Recreational and Commercial Zone) 3 A ED‐05‐058.17‐01‐11‐00‐000 1.25 +/‐ 979 Dover Leipsic Rd C‐PO (Commercial and Professional Office Zone) RC (Recreational and Commercial Zone) 4 A LC‐05‐058.17‐01‐08‐00‐000 1.83 +/‐ Leipsic Rd C‐PO (Commercial and Professional Office Zone) RC (Recreational and Commercial Zone) 5 A ED‐05‐058.17‐01‐18.00‐000 3.48 +/‐ 98 Old Leipsic Rd C‐PO (Commercial and Professional Office Zone) RC (Recreational and Commercial Zone) 6 A LC‐05‐058.17‐01‐09.00‐000 0.34 +/‐ Persimmon Tree Ln C‐PO (Commercial and Professional Office Zone) RC (Recreational and Commercial Zone) 7 A ED‐05‐058.17‐01‐19.00‐000 2.87 +/‐ Old Leipsic Rd C‐PO (Commercial and Professional Office Zone) RC (Recreational and Commercial Zone) 8 A ED‐05‐068.05‐01‐02.01‐000 3.61 +/‐ Leipsic Rd C‐PO (Commercial and Professional Office Zone) RC (Recreational and Commercial Zone) 9 A LC‐05‐058.00‐02‐08‐00‐000 27.65 +/‐ Persimmon Tree Ln C‐PO (Commercial and Professional Office Zone) RC (Recreational and Commercial Zone) C‐PO (Commercial and Professional Office Zone) RC (Recreational and Commercial Zone) 10 A ED‐05‐068.05‐01‐16.00‐000 78.15 +/‐ Gruwell Farm SWPOZ (Source Water Protection Overlay Zone) SWPOZ (Source Water Protection Overlay Zone) Tier 3: Excellent Recharge Areas Tier 3: Excellent Recharge Areas 11 A LC‐05‐068.00‐01‐01.00‐000 36.4 +/‐ White Oak Rd R‐8 (One‐Family Residence Zone) RC (Recreational and Commercial Zone) 12 A LC‐05‐068.10‐01‐01.00‐000 29.12 +/‐ Long Point Rd R‐8 (One‐Family Residence Zone) RC (Recreational and Commercial Zone) 13 B LC‐05‐058.17‐02‐01.00‐000 10.43 +/‐ 75 Pit Stop Ln MHP (Mobile Home Park Zone) RC (Recreational and Commercial Zone) 14 C LC‐05‐058.00‐02‐15.00‐000 85.51 +/‐ 599 Persimmon Tree Ln A (Agricultural Zone) RC (Recreational and Commercial Zone) Total Acreage: 291.07 +/‐ Map References are to Zoning Map Exhibit A and map submitted by applicant.

PETITION TO AMEND ZONING ORDINANCE TEXT Report to the Dover City Council May 9, 2016 Proposed Change: Text Amendment to the Zoning Ordinance, Article 6 – Off-Street Parking, Driveways and Loading Facilities, Section 5.3. Summary of Amendment: The proposed Ordinance revision would clarify the supplementary parking regulations for multiple dwellings by removing the references to the housing types and rely on the definition of “multiple dwelling.” Recommendation of the Planning Commission: Following a public hearing on April 18, 2016 before the Planning Commission where no members of the public spoke, the Planning Commission voted 5-0 (four members absent) to recommend adoption of the proposed ordinance as presented. Ordinance Number: Proposed Ordinance #2016-14 File Number: MI-16-04

CITY OF DOVER PLANNING COMMISSION April 18, 2016 Excerpt from Meeting Minutes - Draft MI-16-04 Text Amendment: Revise Parking Provisions of Article 6 Section 5.3 – Public Hearing and Review for Recommendation to City Council on a Text Amendment to the Zoning Ordinance, Article 6 – Off-Street Parking, Driveways and Loading Facilities, Section 5.3. The proposed Ordinance revision would clarify the supplementary parking regulations for multiple dwellings by removing the references to the housing types and rely on the definition of “multiple dwellings.” Ordinance #2016-14. Public Hearing and Final Reading before City Council on May 9, 2016. Representatives: None Mrs. Townshend stated that at last month’s meeting they saw the duplex units that were proposed by Mautiste Development. One of the things that they found in the Code which in all honesty they have not consistently enforced in the past if you look at the way places have developed is that the Zoning Ordinance specifically states that “supplementary parking regulations for multiple dwellings including duplexes, multiplexes and apartments. No parking space shall be located in any front yard or within three (3) feet of any lot line.” What that effectively does is it says that when you have duplexes which nowhere else in the Code does it say that a duplex is multi-family, when you have a duplex you can’t have parking in the front and you can’t have a co-located side-by-side driveway. If you look at a number of the housing developments within the City, her guess is that they didn’t read this section of the Code in reviewing those applications but none the less it is in the Code. The term “multiple dwellings” is defined in the definition section so in reviewing this section of the Code, Staff’s recommendation is to simply strike the language “including duplexes, multiplexes and apartments” and therefore just rely on the definition that they have in Article 12 for multiple dwellings. Mr. Tolbert stated that everybody parks all over the place during NASCAR and if he is understanding this correctly people that park at residences and places like that will have to get permits now. Responding to Mr. Tolbert, Mrs. Townshend stated not for temporary parking. If they are parking many cars the City would look to see that. The parking requirements as it relates to large events (she thinks it specifically says motorsports) but needs to probably be expanded. It does kind of relax the parking around those events. Mr. Tolbert opened a public hearing and after seeing no one wishing to speak, closed the public hearing. Mr. Holden moved to recommend approval to City Council for MI-16-04 Text Amendment: Revise Parking Provisions of Article 6 Section 5.3, seconded by Mr. Holt and the motion was unanimously carried 5-0 by roll call vote with Colonel Welsh, Dr. Jones and Ms. Still absent. Mr. Cregar voting yes, based on Mrs. Townshend explanation of why this needs to happen; they need to do this as part of their clean-up. Mr. Holt voting yes, for all of the reasons previously stated. Mr. Baldwin voting yes, based on Staff recommendations. Mr. Tolbert voting yes, because this petition will facilitate the Ordinance and it’s understanding making it a little easier and less complicated. Mr. Holden voting yes, due to Staff comments and their experience here last session with the potential confusion with the existing language.

FINAL READING CITY OF DOVER PROPOSED ORDINANCE #2016-14 1 BE IT ORDAINED BY THE MAYOR AND COUNCIL OF THE CITY OF DOVER, IN COUNCIL 2 MET: 3 That Appendix B - Zoning, Article 6 - Off-street Parking, Driveways and Loading Facilities, Section 5 - 4 Supplementary Regulations for Parking and Loading Facilities, Subsection 5.3 - Supplementary Parking 5 Regulations for Multiple Dwellings, Including Duplexes, Multiplexes, and Apartments of the Dover Code 6 be amended by deleting the text indicated in red strikeout and inserting the bold, blue text, as follows: 7 Section 5. - Supplementary regulations for parking and loading facilities. 8 5.1 Access near street corners. No entrance or exit for any accessory off-street parking area with over ten 9 parking spaces, nor any loading berth shall be located within 50 feet of the intersection of any two 10 street lines. 11 5.2 On lots divided by zone boundaries. When a lot is located partly in one district and partly in another 12 district, the regulations for the district requiring the greater number of parking spaces or loading berths 13 shall apply to all of the lot. Parking spaces or loading berths on such a lot may be located without 14 regard to district lines, provided that no such parking spaces or loading berths shall be located in a 15 residence zone, unless the use to which they are accessory is permitted in such zone, or by special 16 permission of the board of adjustment. 17 5.3 Supplementary parking regulations for multiple dwellings, including duplexes, multiplexes, and 18 apartments. No parking space shall be located in any front yard or within three feet of any lot line in 19 side or rear yards. The parking of motor vehicles within 15 feet of any wall or portion thereof, which 20 wall contains legal windows (other than legal bathroom or kitchen windows) with a sill height of less 21 than eight feet above the level of the said parking space is prohibited. No service of any kind shall be 22 permitted to be extended to users of the lot, including automobile service, repair or fueling, and no 23 gasoline, oil, grease, or other supplies shall be stored or sold in any such lot or in any garage on such 24 lot. 25 26 5.4 Supplementary regulations for any parking lots adjacent to residential lots. 27 5.41 Whenever space is provided for the parking of ten or more vehicles in the open, such spaces 28 shall be individually identified by means of pavement markings. 29 5.42 Reserved. 30 5.43 Wherever a parking lot is located across the street from other land in any residence zone, it 31 shall be screened from the view of such land by a thick hedge located along a line drawn 32 parallel to the street and a distance of 20 feet therefrom, [and] such hedge [is] to be interrupted 33 only at points of ingress and egress. The open area between such hedge and the street shall be 34 landscaped in harmony with the landscaping prevailing on neighboring properties fronting on 35 the same street. A fence five feet high may be required while such hedge is growing to a 36 suitable thickness.

Proposed Ordinance #2016-14 - Appendix B, Article 6, Section 5, Subsection 5.3 Page 2 37 5.44 Identification and directional signs shall not exceed an area of three square feet each and shall 38 be limited to such as are essential for the particular use. 39 5.5 Parking for motorsports racing. During any ten-day period prior to or two-day period following an auto 40 racing event the following provisions shall apply: 41 5.51 Automobile parking. 42 a. Property located within a residential zone may be used for fee-based parking of motor 43 vehicles. Fee-based parking shall not include parking of commercial vehicles for use by 44 commercial vendors and sales representatives. 45 b. Unimproved surfaces may be used for automobile parking. Such areas shall be reviewed 46 by the fire marshal to ensure adequate emergency access. No stormwater management areas 47 or other preserved open space shall be used for automobile parking. 48 c. Automobile parking shall in no case obstruct fire lanes, parking lot drive aisles, emergency 49 access, fire protection equipment, or cross access easements between properties. 50 5.52 Recreational vehicle parking. Recreational vehicle parking shall be permitted within all zones 51 subject to the following requirements: 52 a. No more than three recreational vehicles shall be parked on a residential lot. 53 b. Property owners wishing to provide parking for more than five recreational vehicles shall 54 apply for a permit from the licensing and permitting division a minimum of 60 days prior 55 to the race event. Fees for the permit will be charged in accordance with appendix F. Prior 56 to issuance of a permit, the property owner or his agent must submit a legible diagram of 57 the camping area to the licensing and permitting division. The diagram shall show 58 recreational vehicle parking location, emergency access, drive aisles, entrance and exit, 59 number of proposed recreational vehicles to be parked, location of power lines, and 60 location of restroom facilities. 61 c. Recreational vehicles shall not be parked within 25 feet of power lines as measured from 62 the center of the utility pole. Vertical extensions from recreational vehicles shall not be 63 closer than 25 feet to power lines as measured from any point on the vertical extension. 64 d. Recreational vehicles shall not be parked closer than ten feet to other recreational vehicles, 65 buildings or other structures, as measured from the long side of the vehicle; nor closer than 66 two feet from other recreational vehicles, buildings or other structures, as measured from 67 the front or rear of the vehicle. The required ten feet shall exclude any bump-outs or other 68 protrusions from the side of the vehicle. 69 e. Recreational vehicle parking areas shall have drivable surfaces engineered to hold the 70 weight of recreational vehicles, fire equipment, and other emergency response equipment 71 in all types of weather.

Proposed Ordinance #2016-14 - Appendix B, Article 6, Section 5, Subsection 5.3 Page 3 72 f. Any changes to the layout of recreational vehicle parking areas shall be required to be 73 submitted to the licensing and permitting division at least 30 days prior to the race event. 74 g. The Fire Marshal's Office may grant an exception to any provision of section 5.52 if it can 75 be demonstrated that equivalent means of public safety and fire protection is being 76 provided. 77 h. The fire marshal's office shall develop policy guidance on the implementation of this 78 section. 79 (Ord. of 4-25-1994; Ord. of 9-13-1999; Ord. of 10-12-1998; Ord. No. 2009-28, 3-8-2010) 80 ADOPTED: * 81 S:\ORDINANCES\2016\DRAFT\ORDINANCE #2016-14 APP B-ZONING, ART 6-OFF-ST PKING, SEC 5-SUPP REGULATIONS\ORDINANCE #2016-14 APP B-ZONING, ART 6-OFF-ST PKING, SEC 82 5-SUPP REGULATIONS-FINAL READING.wpd 83 SYNOPSIS 84 The proposed amendment removes references to housing types which could cause confusion and 85 inconsistencies in the Code. With the proposed amendment, reference to multiple dwellings 86 would rely on the definition of the term in Article 12. 87 (SPONSORS: HARE, COLE, AND TOWNSHEND) 88 Actions History 89 05/09/2016 - Scheduled for Public Hearing/Final Reading - City Council 90 04/18/2016 - Public Hearing - Planning Commission 91 03/28/2016 - First Reading - City Council 92 03/15/2016 - Introduction - Council Committee of the Whole/Legislative, Finance, and Administration Committee

DOVER HUMAN RELATIONS COMMISSION The Dover Human Relations Commission (DHRC) meeting was held on April 20, 2016 at 6:03 p.m. with Commissioner Henderson presiding. Members present were Ms. Bogle (arrived at 6:10 p.m.), Ms. Griffith, Mr. McGiffin, Ms. Mullen, Mr. Roach, and Mrs. Sadusky. AGENDA ADDITIONS/DELETIONS Mr. Roach moved to amend the agenda to allow item #2, Recess for Photographs, to be accomplished at the end of the meeting, seconded by Mr. McGiffin and unanimously carried. By unanimous consent, the agenda was approved as amended. Presentation by the Metropolitan Wilmington Urban League Young Professionals - Dr. Shekelia Hines Dr. Shekelia Hines, Chair of the Metropolitan Wilmington Urban League (MWUL) Dover Committee, reviewed a presentation entitled “Metropolitan Wilmington Urban League (MWUL) Dover Committee” (Attachment #1). She informed members that she is a physical therapist in Dover. Dr. Hines advised that the MWUL is new to the Dover area and its mission is to empower people of color to achieve economic self-reliance, parity, and civil rights. She stated that the Urban League has three (3) branches: 1) the Urban League itself, 2) the Young Professionals organization, and 3) the Guild. She explained that the Young Professionals branch includes individuals aged 21 to 45 and focuses on bringing together those who are currently engaged in their community with the idea that there would be an organized focus to foster relationships and grow together in order to accomplish goals. Dr. Hines reviewed a timeline reflecting the MWUL’s accomplishments in 2015. Dr. Hines indicated that the reason she was present was to raise awareness that the MWUL Dover Committee is here, who they are, and what they do, and she expressed her hope that they could work together with the City on programs. She explained that the organization had just come to Dover in March 2016; however, they had begun programming. Dr. Hines stated that, over the past weekend, the MWUL held Campaign Boot Camp Training, which offered education to participants about strategy, finance, compliance, branding, communications, and messaging. In May 2016, a “What’s in Your Future” education workshop would be held in different schools to help juniors and seniors transition into the college phase. Dr. Hines noted that she, like other first generation students, had not known where to go for things such as financial aid, and the purpose of the workshop would be to pass on the wisdom that had been learned. In June, the organization planned to present business and entrepreneurial training to bring business owners and those looking to become owners together and allow them to tap into resources. Dr. Hines advised members that community organizing training would also be held in July or September. She stated that the overall desire for MWUL in Dover was to foster new relationships and bring together young professionals in the area. Mr. McGiffin questioned which entities were becoming involved with the MWUL in Dover. Responding, Dr. Hines advised members that she had been reaching out to different businesses and organizations and contacted Mayor Robin Christiansen, who referred her to the DHRC. She indicated that she was looking at universities, Legislative Hall, city governments, schools, organizations such as Dover Downs, as well as the beach areas. Dr. Hines stated that the MWUL could support the Commission’s programming or movements, noting if the DHRC had gray areas or problems, her organization could fill these gaps rather than having to invent something new.

DOVER HUMAN RELATIONS COMMISSION MEETING OF APRIL 20, 2016 PAGE 2 Mr. McGiffin stated that the Dover area hosts the Kent County Bar Association, which is a professional association of local lawyers that includes a number of young professionals. He offered to provide Dr. Hines with contact information for the current president of this organization. Mr. Roach suggested that Dr. Hines contact former City Councilman Reuben Salters, founder of the Sankofa Cultural Arts Center. Responding, Dr. Hines stated that she had spoken to Mr. Salters and planned to meet with him. Ms. Mullen indicated that she works for an organization that serves some individuals who are juvenile delinquents. She stated that this population includes professionals and expressed the desire that they not be overlooked. Ms. Mullen questioned if there were any criteria that would exclude this population from the MWUL. Responding, Dr. Hines stated that everyone was welcome, and the only criterion would be a willingness to work toward the Urban League’s mission. Responding to Mr. Henderson regarding the history of the MWUL, Dr. Hines clarified that the Urban League was founded in 1910 in New York, and the affiliated Wilmington Urban League organization started in 1999; however, the work for it began in 1990. She explained that the Urban League is a national organization and the MWUL is a branch of this organization. Mr. Roach suggested that Dr. Hines contact Dr. Dan Shelton, Superintendent, Capital School District, and offered to provide his contact information. In response to Mr. Henderson as to whether she is in the Dover or Wilmington area, Dr. Hines explained that she lives in Bear but works in Dover. Mr. Roach requested that Dr. Hines’ contact information be emailed to members. Dr. Hines pointed out that contact information and the MWUL website was included in the presentation; however, she offered to email this information as well. DHRC Committee Updates Government Policy, Programs, and Practices Committee (McGiffin) City of Dover Diversity Questionnaire - Questions for Online Survey Mr. McGiffin advised members that, in December 2015, he and Mr. Henderson interviewed key staff in the City of Dover organization using the Dover Human Relations Commission Diversity Questionnaire approved by the DHRC as a basis for the interviews. Mr. McGiffin explained that the GPPP’s next step was to make a diversity survey available in printed and online form to as many City of Dover employees as possible; however, he reminded members that the Commission had not approved using the DHRC Diversity Questionnaire for an online survey. Mr. McGiffin explained that the GPPP Committee had reviewed the questionnaire and marked those questions that they felt appropriate for the online survey with asterisks. He advised that once the questions were approved, Mr. Andy Siegel, IT Director, would use the questions to develop a diversity survey instrument using Survey Monkey. Mr. McGiffin suggested that Chairman Henderson could then email City employees, provide a link to the survey, and request that they take a few minutes to complete it. Mr. McGiffin planned to write up the results of the interviews and the survey within a couple of

DOVER HUMAN RELATIONS COMMISSION MEETING OF APRIL 20, 2016 PAGE 3 weeks of receiving the data. Although this would not provide a scientific study, he felt it would provide information regarding how aware primary decision makers and rank and file employees are of diversity issues and how they respond. He expressed his hope that this would result in a useful document that would show where the City is with respect to diversity, so that members could plan where to go from there and how to get there. Mr. McGiffin requested that the Commission approve the online survey questions or come up with an alternative so that the GPPP Committee could move forward. Mr. Henderson advised members that the employees who were interviewed had been responsive overall, and responses were varied. In response to Mr. Henderson’s request to provide further details regarding the interviews, Mr. McGiffin explained that 45 minutes were marked out for each interview and approximately 10 to 12 interviews were conducted. Some interviewees were very forthcoming, and others more guarded. He felt that the GPPP Committee was generally very well received, and they received useful information. Mr. McGiffin moved to recommend authorizing the Government Policy, Programs, and Practices Committee to take the next step and put the survey questions online as drafted (Attachment #2), seconded by Mr. Roach and unanimously carried. Community Engagement Committee (Roach) DHRC Logo During the Regular City Council meeting of February 22, 2016, members approved the Commission’s recommendation that Dover High School students be asked to create a logo for the DHRC in exchange for a $50 gift certificate. During the DHRC meeting of March 16, 2016, members discussed soliciting a donation rather than using money from the budget for the gift certificate. Mr. Roach indicated that he did not mind personally donating $50 cash, and Ms. Griffith suggested that all members could contribute money. Mr. Roach stated that he would reach out to the Dover High School art department or print shop to see if they could work on creating a logo and the winner could be given a cash prize. During the DHRC meeting of April 20, 2016, Mr. Roach stated that he had received donations for the DHRC logo contest and expressed the desire to adjust the $50 restriction because some people had promised to give more than that amount. He questioned if members wished to provide a grand prize of all donations received for the winner of the logo contest or if they would like to grant first, second, and third place prizes based on the logos that are received. Mr. Roach indicated that he could provide a report by the next meeting regarding who would be donating for the DHRC logo competition and members could move forward from that point. Mrs. Jody Stein, Administrative Assistant, City Clerk’s Office, noted that City Council had approved an allocation of $50 from the DHRC budget for the gift certificate. Ms. Griffith questioned if there was a need to go back through City Council to increase this amount for donations and Mr. McGiffin stated his belief that this was probably the case.

DOVER HUMAN RELATIONS COMMISSION MEETING OF APRIL 20, 2016 PAGE 4 Ms. Bogle suggested that the approved $50 DHRC allocation go to the winner and additional donated funds could be put into the DHRC budget. Mr. Roach asked if the DHRC would have to go to City Council if there were additional funds from outside sources. Responding, Mr. McGiffin stated his belief that any funds expended should be approved by City Council, and if members were doing something in the name of the DHRC, Council’s approval would be needed. Mr. Roach stated his desire to move forward with the logo and save the topic of donations for another discussion. He advised members that when he speaks to the art department at Dover High School, only a $50 gift certificate in exchange for a logo would be discussed. Mr. Roach requested a printout with easy to read information so that participants would understand what they are doing and what the logo should look like as a starting point for their inspiration. Mr. Henderson suggested leaving this up to the creativity of those at Dover High School. Responding, Mr. Roach indicated that he could provide them a brief description. Mr. McGiffin suggested that they visit the City’s website. Responding, Mr. Roach indicated that he could provide a link to the website and would provide an update on this item at the next DHRC meeting. In response to Ms. Griffith in regard to reviewing logo submissions, Mr. Roach stated that if he received submissions in a timely manner, he would request that review of the logos be added to the next meeting agenda. Reach One, Teach One Challenge During their meeting of January 11, 2016, City Council approved the Commission’s recommendation that Council consider having a “Reach One, Teach One Challenge” for the City of Dover. During the April 20, 2016 DHRC meeting, Mr. Roach indicated that he was unsure how to the administer this program throughout the City workforce. He reminded members that the intent of the Reach One, Teach One Challenge was to encourage employees to become a mentor to a child, noting the need for mentors at all grade levels. Mr. Roach stated that Booker T. Washington Elementary School was struggling to find mentors to spend 40 minutes per week with kids and thought the DHRC could challenge City employees to do this. He asked if members would like him to develop something for their approval that could be dispersed to City employees. Dr. Shekelia Hines, Chair of the Metropolitan Wilmington Urban League (MWUL) Dover Committee, stated that the Urban League had an event scheduled for May 14, 2016. She advised that the high school juniors and seniors who would be attending would need mentors to remain with these students as they transition to college; therefore, this would be another opportunity for mentoring. Ms. Bogle questioned if there would be a vetting and monitoring process for City employees who mentor and how recently employees had undergone background checks. She commented that she had overseen a mentoring program for the Capital School District and some problems came up.

DOVER HUMAN RELATIONS COMMISSION MEETING OF APRIL 20, 2016 PAGE 5 Ms. Bogle felt this should be thought through before doing something in the name of the DHRC. Responding, Mr. Roach stated that the school has a mentoring coordinator. Ms. Bogle asked if mentoring would be done through the Connecting Generations program. Responding, Mr. Dionta Cox, former mentor coordinator in the Capital School District, stated that Connecting Generations has mentors doing part-time work in some Capital School District schools. Ms. Bogle questioned if the Reach One, Teach One Challenge would involve mentors going into the schools, and Mr. Roach confirmed this, stating that mentors would typically go in and have lunch with kids and would not take them out of school. Ms. Bogle indicated that she had not been aware that Reach One, Teach One was through the Capital School District. Mr. McGiffin questioned if the point of the Reach One, Teach One Challenge was to encourage DHRC members and those employed by the City of Dover to participate in mentoring, and this was confirmed by Mr. Roach. Mr. Roach explained that the DHRC would not oversee mentoring but would encourage employees to participate and perhaps provide incentives, such as a button, cup, or an email with kudos. The intent was to raise awareness and encourage investing time in kids with the hope of curtailing future problems. Responding to Ms. Mullen as to whether alternative schools were also being considered, Mr. Roach stated that the intent was to include schools such as Kent County Alternative Programs and Parkway Academy. Mr. Roach indicated that, if desired, he could write up an email stating that the DHRC has issued a challenge to all City of Dover employees to volunteer at one (1) of the local schools and, if they do so, to notify the DHRC so that they could receive kudos. Responding, Mr. Henderson suggested that Mr. Roach and Ms. Bogle work together on this and forward this information to Ms. Griffith. Ms. Bogle questioned if a flyer or email was desired, and Mr. Roach suggested whichever she felt was more appropriate. Ms. Bogle noted that there were a couple of City employees who were already mentoring in the Capital School District and suggested that they may be able to help with recruiting. New Ideas for Community Engagement During the Commission meeting of March 16, 2016, it was recommended that all members come up with a new idea by the next meeting in regard to a forum, task, or challenge for the community that they would like to see the DHRC undertake. During the DHRC meeting of April 20, 2016, Mr. Roach suggested holding a two (2) hour open meeting to allow people to meet their DHRC representatives, possibly at a church or local event. He felt this would make members more approachable to the community. Mr. Roach felt that people are not as likely to want to sit and talk with Commissioners and get to know them at a formal meeting. He suggested that members look at their calendars and pick a date during the summer.

DOVER HUMAN RELATIONS COMMISSION MEETING OF APRIL 20, 2016 PAGE 6 Mr. Henderson suggested possibly having a barbecue. Responding, Mr. Roach indicated that he was in favor of this, stating that if the Commissioners gathered with their families so they could get to know each other and other people showed up, this would be a forum. He indicated that he was unsure if this would be allowed due to concerns related to the Freedom of Information Act (FOIA). Mr. Roach suggested it might be possible to have an event such as a barbecue meet and greet at Silver Lake if it were properly noticed and it was specified that no action would be taken. Ms. Griffith stated that this was similar to people being invited to have breakfast or coffee with their legislators. Mr. McGiffin pointed out that there could be issues if a quorum was present. Responding, Ms. Griffith stated that members would not be talking about business. Ms. Mullen advised members that some communities in Dover have civic associations, noting that she belongs to one, and she stated that she would be happy to put the DHRC on the Towne Point Civic Association’s agenda so they would know what the DHRC is and what they do. Ms. Griffith indicated that members could find civic associations within their districts so these associations could get to know their own DHRC Commissioners. Mr. Roach suggested that members check their local districts for civic associations and check a possible date for a meet and greet in the summer. Noting that Ms. Mullen had brought forth the idea regarding civic associations, Mr. Henderson requested that she give members a little more guidance in this regard and that this be placed on the next meeting agenda. Ms. Mullen stated that the next Towne Point Civic Association meeting was scheduled for May 20, 2016, and Mr. Henderson indicated that the DHRC would meet shortly thereafter. Education Committee (Bogle) Ms. Bogle stated that Capital School District was holding community meetings regarding their new strategic plan and she had attended. She indicated the need to connect with Mr. Henderson in regard to meeting with Dr. Dan Shelton, Superintendent, Capital School District, and stated that she would set up some meetings. Communications Committee (Griffith) African American Festival Ms. Griffith stated that the DHRC’s recommendation to allocate $200 to participate in the African American Festival on the last Saturday in June would be considered by City Council during their meeting of April 25, 2016. She indicated that funds would pay for a table and giveaways. She reminded members that they had discussed passing out water in order to start a conversation with those attending.

DOVER HUMAN RELATIONS COMMISSION MEETING OF APRIL 20, 2016 PAGE 7 Community Involvement - Public Relations Initiative Ms. Griffith stated that photos were being taken later in the evening and would be used for congratulatory cards that would be sent out to the community from the DHRC. She indicated that she would reach out to obtain an estimate for this. Ms. Bogle stated that Delaware Correctional Industries offers printing at a reasonable price, and Mrs. Sadusky offered to contact them. Ms. Griffith stated that she would see if the cards could be printed through Legislative Hall. Mr. Roach stated that he is acquainted with the owner of Windswept and that he could approach them. Responding to Ms. Griffith, Mr. Roach indicated that no dollar amount had been assigned because an estimate was still pending. Ms. Griffith indicated her expectation that she would be writing out the cards. She stated her thought that each Commissioner’s signature should be printed on the card and they would be sent on behalf of the Commission. Ms. Griffith expressed the need to talk about how decisions would be made regarding when cards would be sent. Mr. McGiffin felt that members could establish criteria and Ms. Griffith could exercise authority consistent with the criteria, noting that there could be a list of events and accomplishments that would be recognized by the Commission. Mr. Roach suggested that Ms. Griffith develop a list of the criteria to be used for discussion and approval during the next DHRC meeting. Old Business DHRC Vacancies (First and Fourth Districts) Mr. Henderson stated that he would discuss the existing vacancies in the First and Fourth Districts with Council President Slavin. Mr. McGiffin moved for adjournment, seconded by Mr. Roach and unanimously carried. The meeting adjourned at 7:00 p.m., and photographs were taken following adjournment. Theodore A. Henderson Chair TAH/JS/dd S:\AGENDAS-MINUTES-PACKETS-PRESENTATIONS-ATT&EXH\Misc-Minutes\HUMAN RELATIONS COMMISSION\2016\04-20-2016 DHRC.wpd Attachments Attachment #1 - Presentation - Metropolitan Wilmington Urban League (MWUL) - Dover Committee Attachment #2 - Government Policy, Programs, and Practices Committee Online Survey Questions

ATTACHMENT #1 Dover Human Relations Commission Meeting of 04/20/2016 Metropolitan Wilmington Urban League (MWUL) Dover Committee

Introduction Shekelia Hines, PT , DPT Physical Therapist Chair of MWUL Dover Committee ShekeliaHines@gmail.com (302) 300 - 0856

Our Movement ● Founded in 1910 in New York City, NY ● Nonprofit, nonpartisan, community based movement ● Professional Staffed ● MWUL 115th Affiliate ● Pursues the National Urban League 5 point Agenda

Five point Empowerment Agenda 1. Education and Youth Empowerment 2. Economic Empowerment 3. Health and Quality of Life Empowerment 4. Civic Engagement and Leadership Empowerment 5. Civil Rights and Racial Justice Empowerment

Founder of MWUL Mr. James H. Gilliam, Sr. ● In 1998, Civil Rights Veteran James H. Gilliam, Sr., a former member of the National Urban League’s (NUL) Board of Trustees, was prompted by Mayor James H. Sills to start an Urban League affiliate in Wilmington Delaware. ● In six months, Mr. Gilliam worked with a small group of colleagues and a minority-owned consulting firm, [ARISE International], to marshal funding and partnership commitments that totaled $1 million. He also assembled a diverse sponsoring committee that included more than 70 community leaders from public, private, and nonprofit sectors. ● In June 1999, Mr. Gilliam made a formal presentation for affiliation to the NUL. One month later, MWUL became the 115th affiliate in the history of the national organization. ● It remains the fastest start of any Urban League affiliate in the later half of the 20th century. James H. Gilliam, Sr.

Mission statement: To empower people of color to achieve economic self-reliance, parity, and civil rights.

Young Professionals (www.mwulyp.org) ● Auxiliary Organization ● Fastest growing segment ● Made up of members who support the mission ● Defined as “Anyone proficient in what they do.” ● Various occupations are welcomed ● Ages 21 - 45

MWUL Young Professional Video Introduction

Mini Recapture of 2015 (See Annual Report for 2015) July 2015 October 2015 June 2015 Civic engagement Partnered with Christiana Cultural Economic empowerment committee committee held a week long Arts Center to assist with the annual held a financial literacy conference at community organizing concert series at the Grand Opera Delaware Technical College training. House. Jan Feb Mar Apr May Jun Jul Aug Sept Oct Nov Dec September 2015 August 2015 March 2015 Organized the Sunday Breakfast Hosted a weekend with Nascar at Delaware State University for potential career and ● MWUL YP’s Held a Launch week to celebrate Mission to distribute 3,000 book bags internship opportunities with Bubba Wallace. the revitalization of the young professionals. filled with school and worked with ● Worked with Habitat for Humanity in complexities of color to distribute an Claymont, DE. additional 1,500 book bags. This is a small sample of all events by the YP’s.

Dover Committee YP’s June May Business and April “What’s In Your Future” Entrepreneur Training Held Campaign Education workshop Bootcamp Training.

Why now in the Dover area? ● Young professionals in the Dover area expressed interest and a need to serve their community.

ATTACHMENT #2 Dover Human Relations Commission Meeting of 04/20/2016 Dover Human Relations Commission Diversity Questionare ! General Questions 1. Are diversity and cultural competency articulated as values in any mission/vision/value statement developed by the City?* ! ! 2. Is the City’s value regarding diversity and cultural competency communicated to departments, staff, employees?* ! ! 3. Does the City promote diversity, cultural competency and inclusion in the community?* Why and how? Or why not? ! ! 4. Does the City promote diversity, cultural competency and inclusion in the workplace?* Why and how? Or why not? ! ! 5. Is there any history, event, symbol, figure that affects diversity and cultural competency in Dover?* ! ! 6. Does the City have a diversity recruiting plan, goals, record? ! ! 7. Does the City inquire about or measure employee satisfaction? ! ! 8. How does the City Communicate with diverse populations? ! ! 9. Is citizen/customer satisfaction measured? Is it tracked with diversity as a factor?

10. Is there any request/demand/need from diverse groups for particular services?* ! ! 11. Are any City services available in any language other than English? ! ! 12. Does the City have diversity policies applicable to dealings with vendors? ! ! 13. What does the City need to do more to promote diversity and cultural competency within the organization and in the community at large?* ! For Kim Hawkins ! 14. Does the City track demographics of job applicants? ! ! 15. Does the City publish clear criteria for jobs prior to interviews? ! ! 16. Are interviewers trained about issues related to unconscious bias? ! ! 17. Is hiring done by hiring panels? Are the panels diverse? ! ! 18. Are hiring patterns tracked? Retention patterns? Attrition patterns? ! ! 19. Are employee behavior expectations communicated to staff? Enforced? ! ! 20. Does the City use Employee Resource Groups? * question appropriate for survey of City staff

COUNCIL COMMITTEE OF THE WHOLE The Council Committee of the Whole Meeting was held on April 26, 2016, at 6:00 p.m., with Mr. Hare presiding in the absence of Council President Slavin. Members of Council present were Mr. Sudler, Mr. Neil, Mr. Cole, Mr. Hosfelt (departed at 7:14 p.m. and returned at 7:31 p.m.), and Mr. Hutchison. Mr. Anderson and Mr. Lewis were absent. Mayor Christiansen was also present. Civilian members present for their Committee meetings were Mr. Keller (Safety Advisory and Transportation), Mr. Blakeman and Ms. Stewart (Utility), and Mr. Shevock and Ms. Maucher (Legislative, Finance, and Administration). Mr. Shelton (Safety Advisory and Transportation) was absent. SAFETY ADVISORY AND TRANSPORTATION COMMITTEE The Safety Advisory and Transportation Committee met with Councilman Hosfelt presiding. AGENDA ADDITIONS/DELETIONS Mr. Hutchison moved for approval of the agenda, seconded by Mr. Keller and unanimously carried. Speed Control Measures - Independence Boulevard Chairman Hosfelt stated that a working group including neighbors, residents, State Representative Sean Lynn, and staff from the Delaware Department of Transportation (DelDOT) had been working on speed control measures for Independence Boulevard in Bicentennial Village since the Summer of 2015. Representative Sean Lynn, 31st District, stated that Bicentennial Village is situated in his district. Mr. Lynn advised members that residents had brought forward concerns about speeding through the main corridor of Bicentennial Village and the use of this thoroughfare as an alternative to Saulsbury Road as a north/south connector to avoid more highly trafficked or regulated routes. Based upon a request from the neighborhood, a working group was set up with DelDOT to look at traffic calming measures throughout the neighborhood. Mr. Lynn explained that a radar sign had been put in place and other traffic calming measures were proposed. He indicated that approval was being sought from Council to install these measures in Bicentennial Village, noting that he would pay for this project using his Community Transportation Funds (CTF). Mr. Lynn stated that this project was a portion of a two (2) part traffic calming measure proposal. The second portion, located on North State Street, would be brought forward once it is approved by the working group. Mr. Tom Dix, 664 Independence Boulevard, member of the Bicentennial Village Civic Association and the working group, stated that he had a stake in this problem due to residing at this location. He stated that, last May, a six (6) day survey was done on his street, and 5,000 - 6,000 cars transited Independence Boulevard on any one (1) day. Mr. Dix advised members that when the Police Chief saw this report, he dispatched the motorcycle squad to address speeders, and neighbors were caught going 46 and 40 mph. It was Mr. Dix’s opinion that drivers feel they can go as fast as they dare because the street is 37 feet wide, noting that this did not make for a peaceful community. He asked members to consider the proposals before them, noting that the working group had studied and

COUNCIL COMMITTEE OF THE WHOLE MEETING OF APRIL 26, 2016 PAGE 2 worked hard on this issue. Mr. Dix requested members’ due consideration, noting the desire to return his street to a nice, peaceful street. Mr. William Garfinkel, 9 Freedom Drive, member of the Bicentennial Village Civic Association and the working group, echoed Mr. Dix’s remarks. He stated that Independence Boulevard is now a dangerous street with too many cars using it as a bypass to avoid Kenton Road, noting that there are two (2) blind curves. Mr. Garfinkel stated his understanding that yellow lines would be placed on the road; however, he felt that Independence Boulevard could not be another Kenton Road anymore, reiterating that 6,000 cars per day were using the road and this was dangerous in this residential development that should never have been a pass-through. He explained that he and Mr. Dix were asked to join the group by Mayor Christiansen and it was their job to keep the community involved. Mr. Garfinkel explained that they have a Facebook page used by hundreds of people and also joined Nextdoor, a private social network, to try to get out as much information as possible. He indicated that all these plans were discussed at the civic association meeting held in January, noting that they were not a secret and everybody knew about it. Mr. Garfinkel stated that he was very impressed with what DelDOT had done on the project and hoped that members would vote favorably on this issue. Members were provided concept drawings of the proposed traffic calming measures in Bicentennial Village, including an Independence Boulevard Realigned Intersection and an Independence Boulevard at Colony Drive Proposed Roundabout (Attachment #1). Mr. Mike Somers, Traffic Calming Supervisor, DelDOT, indicated that these files would also be provided for the Facebook page referenced by Mr. Garfinkel. Referring to the realigned intersection depicting Lamplighter Lane and Green Blade Drive, Mr. Somers advised members that drivers often run stop signs that do not meet normal warrants, and the concept of a realigned intersection had come out on a national level to help eliminate or reduce the running of stop signs. He stated that DelDOT had installed three (3) way stops in various locations and had good luck with them. In regard to the roundabout depicted at Green Blade Drive and Colony Drive, Mr. Somers advised members that this mini-roundabout would encourage a slow-down at the intersections and would also create a safe intersection, noting that these kinds of circular measures had been applied worldwide and were very effective. Mr. Glenn (Guy) Pusey III, Engineering Designer, RK&K, advised members that drivers had been observed going very fast around the curve at Green Blade Drive and Colony Drive and that the roundabout would deflect traffic. He noted that roundabouts used in the past in Delaware were not very good and DelDOT had learned from its mistakes. Mr. Somers indicated that the current roundabout at Mifflin Road was done in a rush and with virtually no money since residents in the apartment complex wanted to try it but did not have money for the project. Although it was not particularly well built, Mr. Somers stated that those in the apartment complex had spoken highly of it and it does what they wanted it to do. He advised members that there are more recent examples at the DelDOT campus, noting that the roundabout closer to Bay Road is a better example than the roundabout in the back, which was not built to standards. Mr. Somers stated that the roundabout program had been in place since 2001; however, it was more widely received in northern Delaware.

COUNCIL COMMITTEE OF THE WHOLE MEETING OF APRIL 26, 2016 PAGE 3 Mr. Hosfelt opened the floor for public comment. Ms. Rhonda Lewis, 27 Liberty Drive, questioned the accuracy of the traffic count of nearly 6,000 cars if the count was taken after Dover High School left the Walker Road area. She stated that Walker Road, from McKee Road to Kenton Road, has only 7,350 cars per day. In regard to the Mifflin Road roundabout, Ms. Lewis stated her belief that this roundabout was put there for speed control and was not about the apartments, noting that she had lived there at the time. She also expressed concern about realigning the Lamplighter Lane intersection since this would take away the parking for Continental Park, noting that kids play football and soccer there and need to be picked up. Ms. Lewis questioned what would happen to the three (3) way stop sign at Freedom Drive. Responding, Mr. Somers stated that the original idea was to take it out; however, the working group felt strongly about leaving it. Ms. Lewis expressed her opinion that taking the stop sign out would make a speedway worse than they have now, but keeping it would be a ridiculous amount of traffic control in a very small street, which was 30-some odd feet wide. She indicated that it was built in the 70's to collect the traffic from Route 8 to Walker Road, and there was only a block and a half of houses that face the road. Ms. Lewis felt that this indicated that this had not been the intent of a neighborhood street. She understood that there is speeding in the area; however, she felt the traffic was not as bad as it had been when Dover High was at its previous location. Ms. Lewis stated that, when coming out of the three (3) way stop signs or the stop sign at Liberty Drive, she does not have to wait as long anymore; however, she did not doubt that the gentleman who lives there sees the cars and speeding. Ms. Lewis advised members that she was unaware that there was a neighborhood association or a Facebook page. She indicated that the first notice that she received regarding this matter was a notice for a meeting at the City of Dover Police Department, and she did not think she was alone in this regard. Ms. Lewis stated that she had concerns but was unsure if the measures proposed were the best way to handle them. Responding to Mr. Hosfelt, Ms. Lewis indicated that she was not in agreement with either of the proposed measures. Mr. Les Blakeman, 209 Falmouth Way, Cranberry Run, informed members that he uses the road frequently because cars fill the lane at the Route 8/Dover-Kenton Road intersection and are backed up into the lane of traffic. He typically drives down to Bicentennial Village and across to Walker Road. Mr. Blakeman felt that a lot of similar overflow traffic was contributing to traffic in Bicentennial Village and, if some of this were fixed, he believed some of the traffic would dissipate. Mr. Brad Ebaugh, 172 Continental Drive, agreed with Mr. Blakeman that extending the congested traffic lane would help. Noting that he comes up Mifflin Road every day, he stated that he observes people who cannot make the left-hand turn and instead turn by Redner’s grocery store, using this as a cut-through. Mr. Ebaugh felt this cut-through would not be used if there was an adequate turn lane farther back on Route 8. In addition, he stated that he had been at his residence 25 years but had not

COUNCIL COMMITTEE OF THE WHOLE MEETING OF APRIL 26, 2016 PAGE 4 received any information about a Facebook page or anything else related to this matter until one of his neighbors made him aware. Mr. Ebaugh felt that the previous comment made that the neighborhood was in on this issue was not accurate. He stated that he would like more information before saying yes or no, but he did not like the idea of crowding the Continental Park field and not allowing parents to park in this area, believing that they would then park all through the streets. Mr. Tom Monahan, 151 Continental Drive, stated that he was not happy with having four (4) yields at the intersection, noting that there were already speeders on the street who were going through yield signs. He advised members that he would like to see stop signs on Colony Drive and Green Blade Drive so drivers would know to stop and then go on the roundabout. He felt that four (4) yield signs would be asking for a lot of accidents. Captain Dave Spicer, Dover Police Department, stated that he had been privileged to sit in on a lot of the meetings leading up to this point and thought it would be appropriate to compile data on how many traffic accidents occurred in this area over a three (3) year period. Dating back to 2013, there were approximately three (3) traffic accidents on Independence Boulevard alone. In 2014, there were two (2) traffic accidents on Independence Boulevard, and there were ten (10) in 2015. Captain Spicer did not know why this increase occurred; however, he felt there was definitely a problem occurring on Independence Boulevard. He indicated that there were no traffic accidents so far in 2016. Mr. Sudler questioned how many community meetings were held in regard to this topic. Responding, Mr. Hosfelt indicated that there had been at least three (3) meetings. Mr. Dix informed members that he had personally placed flyers on all the doorknobs in his community and everyone was notified. Mr. Garfinkel concurred; however, others in the audience expressed disagreement. Mr. Neil thanked the homeowners who brought this issue to members’ attention and also Representative Lynn. Mr. Neil stated that he had attended a number of related meetings at Legislative Hall. He felt if the proposed projects would slow people down, this would be an advantage. Mr. Neil noted that there would be a cost; however, if one (1) life were saved, it would be worth it. He indicated that the parking issue would be taken into consideration since it was important to a lot of people in the neighborhood. Mr. Neil felt that the road should not be a thoroughfare. Mr. Hutchison expressed his opinion that the roundabout on Mifflin Road had been very effective from a public safety standpoint. He stated that the proposed roundabout was larger in design and should create an easier way for traffic to flow in and out. Mr. Cole stated that the Continental Park issue mentioned previously had not come up during any of the previous related meetings and questioned if it is used a lot. Responding, Mrs. Ann Marie Townshend, Director of Planning and Community Development, explained that this is a City park, but the City does not hold programs there, and it is space for the public to use.

COUNCIL COMMITTEE OF THE WHOLE MEETING OF APRIL 26, 2016 PAGE 5 Mayor Christiansen echoed the concerns of the community and stated the desire to make sure that the entire community signs onto this plan or another plan. Having attended several of the meetings, he stated that there were quite a few people from the community who were on board with the proposal, however, he cautioned that this should be something that the entire community wants. He noted that police officers had arrested quite a few people that live in the neighborhood due to traffic violations. Once it is explained, and everyone is on board, Mayor Christiansen felt that Council should take the direction needed to provide safety. Mr. Hare concurred with the Mayor, noting that tonight, two (2) individuals had spoken in favor of the proposal, one (1) not in favor, and one (1) wanted more information. Another gentlemen indicated he would like to see stop signs in a few different places. Mr. Hare felt that this matter had gone to two (2) or three (3) community meetings, but perhaps if another meeting was held, everyone present should sign a paper indicating whether they were for or against the plan. When the matter then came before Council, it would be a representation of more than just two (2) or three (3) people. Mr. Hare indicated that the community has to be the deciding factor, noting that he would like at least to see something reflecting the views of those who live on Independence Boulevard. He felt that someone should go up and down Independence Boulevard and get residents to sign off on the proposal. In response to Mr. Cole regarding what the deadline would be for him to move forward, Representative Lynn explained that CTF funds had been set aside for this project and, if not expended, these funds would move into another project; therefore, funds would have to be expended relatively quickly. In regard to community involvement, Representative Lynn stated that the Mayor had selected the individuals who sat on the working group from Bicentennial Village. Representative Lynn indicated that he personally attended multiple community meetings, noting that there are always people who state that they are unaware of such meetings. He advised that multiple meetings were held, they were well advertised on the Nextdoor app and on Facebook, and they were very well attended. Representative Lynn stated that the vast majority of the people at the meetings supported the project. Mr. Hosfelt stated that he put notices out on Nextdoor and on the Bicentennial Facebook page to ask residents to attend and to speak either in favor or against the proposal so that it could be known where everybody stands. He advised members that some people agree and others do not, and he was unsure if all residents would ever agree to one (1) plan. As a past police chief and current councilman who lives near and travels that roadway, Mr. Hosfelt stated that something needed to be done on Independence Boulevard, noting the increase from two (2) to ten (10) accidents last year. He questioned what it would take to make the change, and whether it would be a child running across the road when leaving Continental Park. Mr. Hosfelt stated that meetings, which had been held since last summer, could continue and members could continue to argue and talk about this; however, he felt the matter was at the point where a decision must be made. He indicated that the funds which were present would go to something else if the City did not take advantage of them. Mr. Hosfelt stated that there were two (2) good speed control alternatives present and expressed his opinion that members needed to make a decision.

COUNCIL COMMITTEE OF THE WHOLE MEETING OF APRIL 26, 2016 PAGE 6 Ms. Susan Hessler, 120 Cobblestone Lane, stated that she had attended two (2) of the community meetings and there was not an overwhelming majority that wanted anything done, except for some sort of speed control, whether it was a lighted fixture such as that now on Bicentennial. She expressed concern, if a roundabout were installed, that instead of going through the circle, people would come out onto Colony Drive, go through the light at Meetinghouse Lane and Colony Drive, and then divert onto Bicentennial Boulevard to cut over to Walker Road, and traffic would just be redirected. Ms. Hessler felt that this would create more of an excessive traffic pattern through the neighborhood. Mr. Hosfelt stated his view that, historically, people had not circumvented the current roundabout on Mifflin Road to go through Woodmill to Route 8. Based on the size and dimensions of the roundabouts, Ms. Hessler did not think they could be compared. She indicated that people cut through Colony Drive now, and she felt the mindset would be that if people want to get to Walker Road, they would go down to Bicentennial Boulevard and go right or left on Walker Road. Mr. Sudler questioned how concerns regarding parking at Continental Park would be addressed if the park was used for recreation. He questioned if there would be parking allowed for a time frame or if those who park there would be ticketed. Mr. Hosfelt stated his belief that there were no signs on the roadway that restrict parking at this time and parking would remain open. Mr. Sudler moved to recommend acceptance of the recommendation of DelDOT and the working group for the roundabout, seconded by Mr. Neil and unanimously carried. Traffic Concerns - Proposed Interconnection Between The Arbors Senior Garden Apartments and Emerald Pointe Mrs. Ann Marie Townshend, Director of Planning and Community Development, reviewed a presentation entitled “The Arbors - Review of Interconnection with Emerald Pointe” (Attachment #2). She explained that, in 2002, the Planning Commission approved the subdivision now known as Emerald Pointe with 107 single-family detached homes. That plan included two (2) stub streets; one (1) extending west to a vacant property between Emerald Pointe and Hidden Oaks, and another extending from Topaz Circle to the south, to the subject property of The Arbors. Mrs. Townshend advised that, in 2004, there was a minor subdivision of the McKee Property, which resulted in the parcel that was again the subject of The Arbors. At that time, the Delaware Department of Transportation (DelDOT) and the Public Works Department requested a 60-foot cross access easement from the McKee property to Emerald Pointe to line up with the stub street. This easement was approved by the Planning Commission and was on the final recorded plan for that minor subdivision.

COUNCIL COMMITTEE OF THE WHOLE MEETING OF APRIL 26, 2016 PAGE 7 Mrs. Townshend indicated that a project called “College Road Garden Apartments” came forward in 2005 and was reviewed as a Planned Neighborhood Design - Senior Citizen Housing option. The site plan was approved by the Planning Commission, but it expired in 2007, before it went to final plan, or construction was begun. She stated that in 2007, The Arbors came forward again as a Planned Neighborhood Design - Senior Citizen Housing, which was essentially the same plan that had expired previously with a few small changes. Mrs. Townshend explained that this project was approved by the Planning Commission and received final site plan approvals from all agencies; however, construction never commenced and the plan expired in 2009. Prior to the expiration of the site plan, the right of way that establishes Senior Way was recorded. She noted that, in 2009 and early 2010, the property was rezoned from R-8 (One-Family Residence Zone), to RG-2 (General Residence Zone), and the previous plans were brought forward as senior apartments, since apartments became a permitted use. Mrs. Townshend informed members that, in 2010, there was another conditional use site plan application for the Arbors, with essentially the same building layout, which had minor tweaks to the parking and other layout on the site. She noted that this was for a 48-unit apartment building, and that every iteration for the property had been for 48 units. Mrs. Townshend stated that the original proposal would have had all traffic coming through Emerald Pointe, and there would be no access to College Road; however, Planning Department and DelDOT staff expressed concern about this. She noted that the Planning Commission ultimately required the construction of Senior Way, which would include access to College Road, and the connection to the Topaz Circle stub street. Mrs. Townshend indicated that this plan expired again, prior to getting all of the approvals and being finalized. Mrs. Townshend advised members that the current land plan submission for The Arbors was consistent with the prior submission, but had some changes to the parking layout. It was approved by the Planning Commission on March 21, 2016, and included the interconnection with the Topaz Circle stub street. Mrs. Townshend reviewed the 2007 site plan for The Arbors Planned Neighborhood Design - Senior Citizen Option on Page 5 of the presentation, and reminded members that this project went to final plan approval, but was not constructed. She explained that the active recreation area on the west side of Senior Way showed a multi-use path for the residents of the development, and the connection to Topaz Circle was part of the plan. Mrs. Townshend then reviewed the land plan for the Arbors that was approved by the Planning Commission on Page 6. She indicated that, for the most part, this plan remained unchanged from the 2007 plan, noting that parking would be tweaked and the connections to Topaz Circle and College Road would be retained. Mrs. Townshend advised members that there were concerns regarding how the connections would affect traffic through Emerald Pointe, in particular at the location where Emerald Pointe connects with McKee Road. Mrs. Townshend stated that, in terms of the history and prior approvals of Emerald Pointe, and the prior iterations of The Arbors property interconnection had always been part of the plan approval. Mr. Hosfelt commented that he travels this road back and forth to work each day, and it was not uncommon to sit through the light at College and McKee Roads for three (3) or four (4) cycles before getting through. He questioned if DelDOT could help with this.

COUNCIL COMMITTEE OF THE WHOLE MEETING OF APRIL 26, 2016 PAGE 8 Mr. Marc Cote, Assistant Director, Planning Development Coordination, DelDOT stated that the intersection of McKee and College Roads was eventually planned to be part of the Dover Transportation Improvement District that DelDOT was working with the City on; however, this was in the infancy stages and there were no planned improvements at the intersection at this time. Mr. Cote advised that the interconnection was there to provide the residents of the community another access point to College Road so they do not have to travel through the intersection. He stated that the senior housing generates only a little over 160 trips per day, so not much traffic would be using it, and the interconnection is there mainly for the community to use. Mr. Hosfelt invited those present who wished to speak to come forward. Mr. Thomas Disabatino, 346 Topaz Circle, Emerald Pointe, informed members that when he found out about the plan he was immediately concerned, due to the traffic at McKee and College Road. He stated that traffic stacks up from College Road all the way to the entrance and beyond of Emerald Pointe when heading in the direction of Kraft Foods. Mr. DiSabatino feared that Emerald Pointe will just become a pass-through to College Road at those times when the traffic is heavy. In addition, he indicated that when trying to make a left turn from College Road to McKee Road headed toward Delaware Technical and Community College, the left turn cycle allows only five (5) to six (6) cars through; therefore, he felt that people would use Senior Way, go through Emerald Pointe, and take their chances on trying to make a left turn at the Emerald Pointe entrance, which he indicated was already a dangerous proposition. Mr. Disabatino reiterated the major concern that this would become a pass-through for those trying to avoid the intersection, noting that he did not know the date when the improvements would be made. Mr. Hosfelt indicated that the improvements would take years. Mr. Dan Maher, 16 Inverness Court, Woodlands of Fox Hall, expressed his desire to raise the same issues that he raised before the Planning Commission. He stated that the distance from the entrance of Fox Hall on College Road to the intersection is roughly 0.3 miles and this area contains two (2) churches, a private residence, and a building development that empty onto College Road. Mr. Maher advised that the Arbors development would be the fourth development between the Woodlands of Fox Hall, Hidden Acres, the Arbors, and a little shopping center. He stated that those who are four (4) or five (5) cars back in the intersection during the day are stuck and cannot get to the left or right turn lane. Mr. Maher felt that having additional cars there would make that matter considerably worse. He did not understand where the projection of 160 trips came from, noting that there would be 48 units, each one with a car going in and out, and he felt the intersection would be a disaster. Mr. Maher expressed concern that the Arbors would be built before improvements are made and that it would make a bad situation worse. Referring to the discussion earlier in the meeting regarding Independence Boulevard, he questioned how many cars were traversing College Road if there were 6,000 per day on Independence Boulevard. Mr. David Pokrajac, 6 Tanzanite Court, agreed with other members of the public. He stated that two (2) years ago in March he was living at the Courtyards when there was an accident at night. The police were chasing someone in an all-terrain vehicle who entered the neighborhood, causing havoc

COUNCIL COMMITTEE OF THE WHOLE MEETING OF APRIL 26, 2016 PAGE 9 and waking up Mr. Pokrajac and his neighbor. He noted this happened before this became a through traffic road and questioned what would happen if the interconnection came to fruition. Mr. Pokrajac noted that earlier in the meeting members discussed measures to improve the traffic situation on Independence Boulevard, which had become a through-traffic road, and now they were proposing to open a through-traffic road. He questioned if they would propose to build a roundabout in one (1) to ten (10) years to prevent traffic accidents, noting that there was no space in the neighborhood for a roundabout. Mr. Pokrajac stated that kids play basketball and baseball on the streets in the neighborhood and run and ride bicycles there. He questioned if there was a desire for kids to be healthy and able to defend our country if needed or to be on Facebook all the time and have spinal injuries. Ms. LaKeesha Christian, 207 Topaz Circle, advised members that her family had been living in the neighborhood for approximately seven (7) to eight (8) years. She referenced the concerns stated earlier in the meeting of residents living in and around Bicentennial Village, who felt they had lost the peacefulness of their neighborhood with all the traffic constantly going through. Ms. Christian noted that 6,000 cars was a lot of traffic going through and she did not want her neighborhood to experience this. She stated that they have a small community, know each other, and know the cars that travel in and out of the neighborhood. Ms. Christian feels very safe and secure there, her children play there, and she feels comfortable letting them go outside, run around the house, and go down to the park, knowing that they will be safe, and her neighbors will be looking out for them. She stated that she would lose all of that comfort if members agree to let a street cut through from one end to another. She stated her understanding that the purpose of the proposal was to help people to get in and out of the new residential area better, but expressed concern for those who are already living there and dealing with traffic when coming out. Ms. Christian noted that there is no light in front of Emerald Pointe and no approval for a light, so it would take longer to get out of the neighborhood. In addition to the safety concerns, she noted that there would be 48 additional units, which would mean 100 extra cars if people have two (2) cars. Ms. Christian reiterated that she would like her children to be safe and did not think it fair to lose that just to add a new development to the community. Mr. Mark Reaves, 10 Tanzanite Court, President, Emerald Pointe Homeowners Association, stated his concern that this development had come up numerous times under multiple names, and each time it had expired. He stated that they had no idea of ownership of this project, the owner had not come forward to the residents of the community, and there had been no discussion with the community regarding what was going on with the project. Mr. Reaves noted that Mr. Cote had casually stated that this was a through put to McKee Road on the other side. Mr. Reaves reiterated others’ comments that this was a neighborhood, and the road comes directly through a residential area. He indicated that, currently, one (1) vehicle can pass through the street, and drivers must pull over to the side to pass. Mr. Reaves felt it infeasible for cars to pass each other coming through. Mr. Reaves stated that if the Arbors development moves forward, there should be a “Do Not Enter” indication so others would not be entering his neighborhood, if there is some type of pass-through street. This would facilitate emergency vehicles reaching Emerald Pointe as they would not have to go all the way around and come down McKee Road to get into his community, which would be

COUNCIL COMMITTEE OF THE WHOLE MEETING OF APRIL 26, 2016 PAGE 10 a benefit. However, Mr. Reaves felt that normal traffic should come in and out on College Road. He expressed his opinion that there should be discussion with DelDOT, noting that they had sent letters to DelDOT since late 2013 and early 2014 about getting some type of traffic light, such as a flashing yellow or flashing red light, but had been ignored for two (2) years. Mr. Reaves explained that residents must sometimes wait 15 minutes to get out of their neighborhood to go to work. He stated that there had been two (2) or three (3) fatalities. They had lost their neighborhood entrance signs which had not been replaced, although they had asked DelDOT for them numerous times for over two-and-a-half years, but had gotten the run-around. Mr. Reaves felt that if anything were to come before the City in regard to the interconnection, there had to be discussion with the neighborhood. He also commented that there were safety concerns due to numerous young children, expressing the desire to avoid an Amber Alert situation. Mayor Christiansen stated that Mr. Reaves was correct, noting that he and Council President Slavin had made two (2) requests for traffic studies to be initiated at the entrance to Emerald Pointe, at the request of the residents, and also at the request of the residents of The Meadows. He informed members that he had observed in the morning that it was “Death Wish 2000" coming out of Emerald Pointe and The Meadows. Mayor Christiansen said he did not know if this had any bearing on whether or not there would be a through street. He questioned if staff had received information from DelDOT in regard to traffic counts. Mayor Christiansen stated his belief that, with the completion of the West Dover Connector that runs through the south of the City, the traffic situation on McKee Road and Scarborough Road, and at the entrance and exit to Emerald Pointe, would be exacerbated. Mayor Christiansen indicated that he would like to see those traffic studies in hand for the City to make an intelligent decision on which direction the City would go. Mrs. Townshend advised that she was not aware of any studies. She indicated that she could follow up with the DelDOT traffic section, especially if there had been fatalities. If a study had not been done, Mrs. Townshend indicated that staff could work with DelDOT on this. [Sent to AMT] Mr. Cote stated that he would follow up with DelDOT’s traffic study section to see what the results were of the requests; however, based on his experience, there was not enough traffic out of Emerald Pointe to warrant a signal. Mr. Reaves suggested a signal at the intersection of McKee and Scarborough Roads, noting that this would break up the traffic pattern. Responding, Mr. Cote advised that warrants must be satisfied in order to place traffic signals, and even if a warrant is met, this does not necessarily mean that DelDOT would install a signal, just that the location is eligible for one. He reiterated his doubt that a warrant would be met. Mr. Cote noted that the residents were concerned about getting out onto McKee Road; however, he stated that an interconnection would allow them the opportunity to exit onto College Road. He explained that McKee Road has about 15,800 vehicles per day, whereas College Road has almost half that volume with 8,300 vehicles. Mr. Cote indicated that it would be much easier to get out onto College Road, which would provide the opportunity to bypass the intersection completely, when traveling westbound on College Road.

COUNCIL COMMITTEE OF THE WHOLE MEETING OF APRIL 26, 2016 PAGE 11 As a resident who lives and works off State College Road, and who grew up on State College Road, Mr. Sudler concurred with the majority of the residents who had voiced their opinion tonight. He stated that he would not vote in favor of the interconnection. Mr. Scott Koenig, City Manager, stated that he recalled receiving an email from Mr. Mark Luszcz, Assistant Chief Traffic Engineer, regarding the intersection of McKee Road modified to Scarborough Road. It was Mr. Koenig’s belief that DelDOT had done a traffic study and recommended that a signal be constructed at that location when the budget allows. In regard to community planning, Mr. Koenig stated that interconnectivity is a component of the City’s Subdivision Code and staff had been working on this with design engineers, developers, and existing developments for more than 25 years. He explained that communities such as Bicentennial Village, Presidential Courts, The Green, Deerfield, Woodmill, and Woodmill Apartments are interconnected by roads. Mr. Koenig explained that roads were constructed all the way to the boundaries of these subdivisions. He noted that Emerald Pointe, Hidden Oaks, the Village of Cannon Mill, and the Village of Westover all have stub roads constructed to the boundaries to attain interconnectivity for school buses, emergency vehicles, vehicular traffic, and general day-to-day activities of a community. Mr. Koenig indicated that staff had fought for many years for cross-access agreements and cross-access construction to facilitate interconnections between various types of developments to alleviate additional traffic on main roads and main intersections. He advised that State growth patterns are pushing development to the communities. Mr. Koenig noted that traffic volumes in the City would continue to go up as Dover grows and becomes more urbanized and this was a reality for which staff had been planning for more than two (2) decades. He stated that transportation systems, transportation planning, utilities, etc., are part of the community fabric. Acknowledging that he understood that there are negatives to interconnectivity, Mr. Koenig noted that there are also positives that the City assumed would happen when developments and construction were planned and authorized. He explained that if Council decides not to approve the interconnection, there would be a subdivision with 150 units that has one (1) connection to the road for emergency vehicles to get in or out. Mr. Koenig advised that votes by Council and the Planning Commission regarding interconnectivity had not always been unanimous because it is difficult when portions of the community say they do not want it. Some residents who bought lots in a subdivision become upset because roads may actually be connected to other developments. Mr. Koenig expressed his opinion that staff had done a good job of laying the foundation for interconnections because they are important to the community. Mr. Reaves stated that the community was planned in 2005 or 2006, and he felt the interconnectivity should have happened when they started building the neighborhood. He indicated that a road could have been put through to College Road at that time, noting that it was now coming as a surprise to residents. He expressed his belief that residents did not disagree with interconnectivity; however, they had a problem with traffic flow coming through the neighborhood. Mr. Reaves felt that this should be considered strongly, noting that emergency vehicles coming in from College Road would be welcome; however, studies were incomplete regarding traffic coming in through the other

COUNCIL COMMITTEE OF THE WHOLE MEETING OF APRIL 26, 2016 PAGE 12 neighborhood. He indicated that currently there were 107 houses, and children in the neighborhood had grown, and were now driving. Mr. Reaves stated that households that used to have one (1) or two (2) vehicles now had four (4), and all of this traffic was trying to exit at the same time. He stated that DelDOT had denied their request for any type of alleviation for traffic exiting out onto Scarborough/McKee Road. Mr. Reaves indicated that they had asked for the center lane to be extended to allow drivers to pass and get to the center lane and then merge in to the traffic, noting that this lane ends before their development. Mr. Reaves informed members that they had asked for a flashing red or yellow light. All of these things were requested over the past two (2) years and were denied. He stated, if the project goes forward and more cars are added to the flow, nothing had been suggested to alleviate problems getting out of the development, and he reiterated that there have been three (3) fatalities. Mrs. Townshend pointed out that the subdivision site plan had been approved with the interconnection. The Planning Commission had acted, and this matter was not being brought to the Committee or Council for approval. She indicated that if Council determines that they want to look at how this could be eliminated, there would be ways to consider this; however, approval was not on the current agenda. Mr. Hosfelt questioned the process if there was a desire to take action. Responding, Mrs. Townshend explained that she provided information to Mr. William Pepper, Deputy City Solicitor, who evaluated the various codes and stated that Council would have the purview to abandon the right of way of the stub street in Emerald Pointe. Mrs. Townshend advised that if this was something that Council wants to do, it would be initiated. This matter would have to go through the Development Advisory Committee process and through the Planning Commission, with a recommendation, so this would not be a simple motion, but a process that would have to go forward to effect a change. Mr. Sudler moved to look into the process of abandoning the stub street that was recommended by the Planning Commission in Emerald Pointe, seconded by Mr. Hare. Mr. Hare stated his belief that there was plenty of time on this issue, noting that the project had not yet been developed or built. He suggested reviewing it for access for emergency vehicles or school buses. Mr. Hare pointed out that there are other developments, such as Hidden Acres, that have only one (1) way in and out. He felt that if the development is built and there are issues and problems, they could be addressed in two (2) or three (3) years, as problems were being addressed in Bicentennial Village. Ms. Rose Shields, 339 Topaz Circle, stated that when she purchased her property, she asked about this section and was told not to worry about it. She expressed concern about the two (2) houses on either side with traffic going through. Mr. Sudler stated that he did not oppose interconnection; however, he opposed it at the location discussed at the present moment. He felt that with further input from the community and further

COUNCIL COMMITTEE OF THE WHOLE MEETING OF APRIL 26, 2016 PAGE 13 planning, a happy medium would be found. He noted that the Village of Westover had one (1) way in and out and they had been fine. Mr. Hutchison felt, based on the comments made by neighbors this evening, that members had an opportunity and responsibility to review this matter further to make sure that everyone is on the same page, and understands the issue. He also felt that there was a responsibility to address the concerns, due to public safety. Mr. Hosfelt advised that he lives in Fox Hall West, where residents suffer every day with interconnection from Westfield cutting through the neighborhood to get to Kenton Road more quickly. He stated that he receives complaints from his neighbors, understood the concerns it causes, and could only imagine what this would cause for the development of Emerald Pointe. Mr. Hosfelt noted that representatives from DelDOT had indicated there would be 8,500 vehicles going back and forth each day. He believed that growth and speeds would become greater. Based on Captain Mark Spicer’s comments earlier in the evening, Mr. Hosfelt felt that accidents would increase and expressed the desire to learn from the discussions earlier in the evening in regard to Bicentennial Village. Mr. Keller stated that he lives in Fox Hall and that any more traffic on College Road would be a mess. He stated that he travels two (2) to three (3) times per day from Oakmont Road to College Road. The motion to recommend looking into the process of abandoning the stub street that was recommended by the Planning Commission in Emerald Pointe unanimously carried. Mr. Marion Wright, 118 Topaz Circle, expressed concern about the traffic problems they had experienced, noting that there had been two (2) or three (3) fatalities at the intersection where residents exit. He indicated that when he is exiting to the left or right and he sees a car turning the corner, he thinks he has adequate time to exit; however, the next thing he knows, the car is on top of him, going about 60 or 65 miles per hour. Mr. Wright advised that he and his wife see people flying on their way to work and home at night. He felt this was a dangerous problem that might be reduced if there were stop or speed limit signs. Mr. Wright stated that when making a left-hand turn, he must pull up because he is afraid that someone will hit him from behind instead of going around. Mr. Wright advised members that cars in back cannot see the curve in the road. He felt that bringing a policeman to this location from time to time to warn people about high speeds would probably help, and hopefully there would be no more fatalities. Review of Position Description/Requirements - City Fire Marshal (Inspector III) Due to time constraints, this item was deferred. Mr. Hutchison moved for adjournment of the Safety Advisory and Transportation Committee meeting, seconded by Mr. Cole and unanimously carried. Meeting adjourned at 7:14 p.m.

COUNCIL COMMITTEE OF THE WHOLE MEETING OF APRIL 26, 2016 PAGE 14 UTILITY COMMITTEE The Utility Committee met with Chairman Hutchison presiding. AGENDA ADDITIONS/DELETIONS Mr. Sudler moved for approval of the agenda, seconded by Mr. Blakeman and unanimously carried. Dedication of Rights-of-Way and Public Infrastructure - Tribbitt Street Extension and Southern Portion of Dover High Drive (Leander Lakes) Mr. Scott Koenig, City Manager, informed members that as part of the approved plans of the new Dover High School and Leander Lakes Apartments, a road connection was required to the Village of Cannon Mill. He stated that this infrastructure dedication includes a portion of Tribbitt Street and a portion of Dover High Drive, and this improvement would guarantee both vehicular and pedestrian interconnection from the development to the new Dover High School. Mr. Koenig stated that the total amount of road dedication is approximately 940 linear feet, and the total construction value of the associated public improvements is approximately $335,368. He explained that these improvements were required as part of the development project, and Dixie Construction has completed construction of the improvements in accordance with City standards and specifications. After construction was completed, City staff inspected the public improvements and developed a list of repairs to be made to meet the City of Dover Standards and Specifications for Public Works Construction. As of this date, all work required by the Public Works Director has been completed. A one (1) year Maintenance Agreement and a Release of Liabilities will be submitted as part of the dedication process. Staff recommended acceptance of the dedication of rights-of-way and public infrastructure of the Tribbitt Street Extension and southern portion of Dover High Drive, to include all of the referenced public improvements, as well as their construction values. Mr. Blakeman moved to recommend approval of staff’s recommendation, seconded by Mr. Neil and unanimously carried. Annual Engineering Consultant's Report on the Operation and Maintenance of the Electric System - Fiscal Year 2015 Mrs. Donna Mitchell, Controller/Treasurer, reviewed the conclusions of the Engineering Consultant’s Report on the Operation and Maintenance of the Electric System, Fiscal Year 2015, prepared by Burns & McDonnell Engineering Company, Inc. She reminded members that the Annual Engineering Consultant’s Report was required by Section 705 and Section 504 of the City’s Resolution, Authorizing and Securing Electric Revenue Bonds, adopted December 23, 1985. Mrs. Mitchell noted that pages 3-17 through 3-19 describe the projects completed during the past year, as well as upcoming projects.

COUNCIL COMMITTEE OF THE WHOLE MEETING OF APRIL 26, 2016 PAGE 15 Mrs. Mitchell, referring to Page 4-3 of Table 4-1: Annual Sales and Customer Accounts, advised members that there was a typographical error, and the Total Energy Sales for FY 2015 should reflect 723M kilowatt hours (kWh), not 715M kWh, and a revised Report would be provided (Attachment #3). Mrs. Mitchell informed members that one (1) difference in this year’s report was that the consultant included an Appendix A with pictures of each the City’s substations, identified by location, noting that St. Jones was spelled incorrectly. Staff recommended acceptance of the Report. Mr. Blakeman, referring to Page 3-5 of Table 3-2: FY 2015 Generating Plant Operating Statistics, noted that the statistics regarding Forced Outage were listed as hours, and the Availability Factor did not seem to coincide with the hours. He asked if the planned outages that reduce availability were not listed. Responding, Mr. Harry Maloney, Electric Director, explained that the table only listed the forced outage rates. He stated that he would examine the numbers and provide clarification. Mr. Blakeman, referring to Table 4-3 Revenue Margins and Unaccounted for Energy on Page 4-5, questioned if outdoor lighting was moved from the losses area into a separate line item account, noting that the Report indicated that “In previous Annual Engineering Consultant’s Reports, Outdoor Lighting energy was recorded as losses. In this report, Outdoor Lighting customer accounts, energy sales, and revenues were recorded as a separate rate class.” In response, Mrs. Mitchell confirmed that the outdoor lighting was moved out of the loss area because that was inappropriate. Mr. Blakeman commended staff for moving it, noting that it was a good thing to do. Mr. Blakeman moved to recommend acceptance of the report, as recommended by Staff, seconded by Mr. Neil and unanimously carried. TEA/NAES Reports (January and February) The TEA/NAES Monthly Reports for January and February 2016 were provided to members to enable them to monitor electric sales and revenues received, which will provide a better understanding of any fluctuations that occur and allow the opportunity to make improvements if deemed necessary. Mr. Scott Koenig, City Manager, reviewed Page 12 of the TEA Report for February 2016, noting that the Gross Load Actual YTD was tracking slightly above what was budgeted for the year. Referring to the Total - Utilities Cost, he stated that $33,855,500 was budgeted as projected expense through February, and the actual expenses through February were $29,251,658, which was favorable by approximately $4.6M. Mr. Koenig indicated that this trend seems to be continuing through the FY 2017 budget. Staff recommended acceptance of the reports.

COUNCIL COMMITTEE OF THE WHOLE MEETING OF APRIL 26, 2016 PAGE 16 Mr. Neil moved to recommend acceptance of the reports, as recommended by Staff, seconded by Mr. Blakeman and unanimously carried. Garrison Oak Technical Park Project Updates Mr. Scott Koenig, City Manager, informed members that this would be the final update regarding Garrison Oak construction projects, since the projects are coming to a close. He provided the following updates: City Infrastructure Mr. Koenig reminded members that Council awarded three (3) different construction contracts for the Garrison Oak Technical Park (GOTP). He stated that one (1) contract was awarded to A-Del Construction Co., Inc. in the original amount of $6,214,700 to build internal gravity sewer, water distribution system and General Fund infrastructure for streets, drainage ditches and pipes, as well as landscaping associated with the technical park. Mr. Koenig stated that the second contract was to CB & I, Inc. for the elevated 1.5MG water tower and the value of the original contract was $3,487,660. Mr. Koenig advised that the last infrastructure contract was awarded to George & Lynch, Inc. for the construction of the sanitary sewer pump stations and force mains inside the GOTP, as well as the upgrade of the pumping station in White Oak Farms, and the abandonment of the small pump station on White Oak Road, noting that the value of that contract was $2,572,065. Mr. Koenig stated that the total infrastructure contracts related to these three (3) projects are valued at $12,274,425, and the final contracts are currently tracking at $12,246,788.10, which is a slight reduction of the amount that was initially authorized. Mr. Koenig informed members that the George & Lynch contract is complete, they have submitted all their paperwork, and the infrastructure is operational, including all the pump stations and abandonments. Referring to the CB & I contract, he stated that the elevated storage tower is in operation; however, there are some final closeout items that need to be done on that project. He advised that staff is holding approximately $174,000 for project closeout and documentation that needs to be submitted prior to releasing the final payment. Mr. Koenig stated that staff is holding approximately $611,000 for the A-Del contract until they finalize all of the work. He explained that A-Del has some sediment and erosion control that needs to be finished; however, the City is nearing the very end stages of that contract, and staff expects to release the retainage back to the contractor by the end of the fiscal year in order to wrap up the construction contracts. Mr. Koenig advised that there were some miscellaneous contracts associated with the development that include final design. He stated that surveying in the flood plain must be completed to confirm the final as-builts of the improvements in the flood plain. Mr. Koenig reminded members that there was also work authorized through the Electric Department to relocate the 69 kV line, noting that all that work was completed and all the billing should be finalized by the end of the current fiscal year, if it was not already finalized. Mr. Koenig stated that construction would wrap up in FY 2016. He informed members that the only thing that currently looks incomplete is the left entrance to the Garrison Energy Center (GEC), explaining that the contractor for the GEC needs to finish the ramping apron into the parking lot as

COUNCIL COMMITTEE OF THE WHOLE MEETING OF APRIL 26, 2016 PAGE 17 one (1) of their final construction items. Mr. Koenig stated that the park is operational and the City is still working to market and sell additional lots. Calpine Energy Center Mr. Hutchison asked if the Calpine water demand was meeting Staff’s expectations. Responding, Mr. Koenig advised that the numbers were running low for the first nine (9) months, explaining that part of reason was related to some outages last fall for construction completion. Mr. Koenig stated that staff would be fully reviewing these numbers during the summer months to make sure that Calpine is hitting the budget numbers or that there is an explanation as to why they are not. Dover Sun Park Members reviewed details regarding the White Oak Solar Park incremental cost for Fiscal Year 2016. Mr. Koenig stated that the incremental costs for the Sun Park through February 2016 indicated an additional $763,204 over what the City would expect to pay for normal electric power coming off of the grid. Mr. Koenig informed members that, in the future, this report would be included in either the City Manager’s Monthly Report or the TEA/NAES Report. He stated that Council will still be provided the information; however, it would no longer be a separate item for discussion at the Utility Committee meeting. Mr. Sudler moved for adjournment of the Utility Committee meeting. The motion was seconded by Mr. Blakeman and unanimously carried. Meeting adjourned at 7:31 p.m. LEGISLATIVE, FINANCE AND ADMINISTRATION COMMITTEE The Legislative, Finance, and Administration Committee met with Chairman Hare presiding. AGENDA ADDITIONS/DELETIONS Mr. Sudler moved for approval of the agenda, seconded by Mr. Neil and unanimously carried. Update - Transfer of Real Property from Delaware Civic Center Corporation to Delaware State University During their meeting of August 24, 2015, the Committee recommended continued conversation and information gathering from Delaware State University (DSU), as well as the City Manager, and for DSU to come back at the first meeting in October and give another presentation in regard to how they could economically benefit both the City and DSU. On October 12, 2015 the City Manager provided a status report on the request.

COUNCIL COMMITTEE OF THE WHOLE MEETING OF APRIL 26, 2016 PAGE 18 During the Legislative, Finance, and Administration Committee meeting of April 26, 2016, Mr. David Sheppard, General Counsel for DSU, advised that when the University last had an opportunity to present before Council, Mr. Tom Preston was there in the role of General Counsel and he has since retired. Mr. Sheppard advised that he was present at the meeting as the Assistant General Counsel and stated that he did not have anything additional to add in terms of the economic benefit that the development of a convocation center on the civic center property site would bring to the City. He referred members to the Delaware State University Convocation Center Final Report (Attachment #4) that was presented during the August 24, 2015 meeting. In regard to the economic benefit to the City of a convocation center on the civic center property site, Mr. Sheppard pointed out that Page 24 - Economic Impact reflected the estimate of expert consultants that, if built and fully utilized, the convocation center would generate $7M - $9.5M per year in revenue for the Dover area. Mr. Sheppard stated that developing such a center would also be to the material benefit of the University. He informed members that for athletic events DSU currently uses Memorial Hall, which is more than 40 years old and not up to what one would expect for a Division 1 NCAA program. There are also events such as convocations and graduations, and DSU was fortunate to have Vice President Joe Biden speaking at graduation this year. Mr. Sheppard expressed his hope that the weather would cooperate on May 7, 2016 for graduation; however, he noted the benefit of having a facility that can house both students and parents during graduation. He stated that DSU is currently relegated to Memorial Hall in the wintertime, which is not ideal, and to the outdoor football stadium in the summertime, which is uncomfortable in the rain. Mr. Sheppard indicated that the benefit to the City as a whole would be for events that could come to the City. He stated that indoor facilities in Delaware are limited for trade shows, conventions, and athletic events, noting that existing indoor facilities include the Bob Carpenter Center in Newark, the Chase Center in Wilmington, and some limited facilities at Dover Downs. Mr. Sheppard indicated that they propose to build the facility in two (2) phases. The convocation center in phase 1 would have 3,600 arena-style seats and up to approximately 1,200 floor seats. Phase 2 would allow for total seating of approximately 6,000. Mr. Sheppard stated that the 76ers have an NBA developmental league team that plays their entire schedule at the Bob Carpenter Center. He used this an example of an activity that could be brought to the Dover area, which would allow those on the Delmarva Peninsula an opportunity to see games. In terms of economic benefit, Mr. Sheppard indicated that there would be revenue from the University’s use of City utility service and tax dollars from the various businesses who generate revenue from events such as conventions or trade shows. Mr. Sheppard reminded members that the land was formerly the Frazier’s Pit landfill and was not currently being utilized. It was his understanding, from talking to DSU’s expert consultants and from information that DSU has on the property, that the vast majority of the property could not be developed because it is landfill. Mr. Sheppard had recently been informed that the sole use of the land at this point in terms of development would be as a parking lot to facilitate the facility that was being discussed because of the desire not to disturb the land and create run-off from a disruption of the land.

COUNCIL COMMITTEE OF THE WHOLE MEETING OF APRIL 26, 2016 PAGE 19 Mr. Sheppard reminded members that, during the prior discussion of this topic, the City Manager had expressed his beliefs regarding the value of the land and there was some discussion about obtaining information to support that valuation. Mr. Sheppard had not seen that information to date; therefore, he had no basis to compare and contrast in terms of valuation. He advised members that he serves on the planning board for New Castle County and, based on the information he had received from experts and his own experience, he felt there was very little that could be done with grounds that were formerly landfill. In addition, Mr. Sheppard noted that the property is located on Crawford Carroll Avenue, which sits off Route 13, noting that land with frontage on Route 13 has a value greater than land that is set back. Mr. Sudler questioned whether DSU would be making a donation in regard to property tax if the City were to give the land to the University. Responding, Mr. Sheppard stated that no decisions had been made in this regard at this point. He stated that Mr. Hare had met with the President and Chief Operating Officer of DSU, as well as the General Counsel serving at that time. They had discussed some ideas for DSU to make a contribution or give something back to the City. Mr. Sheppard advised members that he had not been present at that meeting; however, he had the impression that the President was open to these ideas, which might be subject to future discussion. Ms. Maucher questioned if the University would participate in off-setting the infrastructure improvement costs that would come from 6,000 extra vehicles coming in for events. Mr. Sheppard stated that they would; however, he indicated that the level of this contribution would depend on the attendant cost. He advised members that DSU met with the Delaware Department of Transportation (DelDOT) last summer regarding the prospect of redeveloping the area to redistribute traffic, utilizing a different entrance of the Dover Mall and having traffic run down that road, and, through eminent domain, capturing some of the existing DSU property in the baseball field to do that. Mr. Sheppard felt that some trade-offs could probably happen to facilitate that, stating that the University would be an active part of that discussion as part of its traditional pedestrian plan for students to access the property. Mr. Cole stated that he understood the benefits of the proposal and questioned if there were any concrete figures regarding the direct benefit to the City. Noting that Mr. Hare indicated that there had been a meeting and that some other things were in the works, Mr. Cole asked if they would be presenting information that was new since the last meeting. Responding, Mr. Sheppard stated that he had no information to add to what was captured in the Final Report. He indicated that there was a lot of speculation involved, noting that when building a facility like this it is necessary to anticipate the draw of the facility and the attendant benefit. Mr. Sheppard felt this was largely captured in the report and did not want to misrepresent that there would be some greater benefit to the City since the experts had spoken to the issue. In terms of sheer dollars and cents, he felt that nothing had changed. Mr. Sheppard indicated that the previous discussion was complicated by a representation that was made about the valuation of the land and what the City would be entitled to as a consequence of transferring the land to DSU. He felt that this valuation information would be helpful and he did not have it, reiterating his understanding that the property was landfill and its valuation was nominal or nothing at all. Mr. Sheppard advised members that DSU had reached out to the Department of Natural Resources and Environmental Control to figure out what liability

COUNCIL COMMITTEE OF THE WHOLE MEETING OF APRIL 26, 2016 PAGE 20 would be inherited for any necessary remediation for the land into the future. If the land were transferred to the University, DSU would have some responsibility to make sure there is no environmental impact, noting that this responsibility now lies with the City. He was unsure how this would translate into true dollars. Mr. Sheppard felt that he was operating at a disadvantage, noting that he was not in a position to answer that question, although the City Manager may be. Mr. Sudler recalled that, during the previous discussion, DSU had raised $10,000 or $16,000 toward the total estimated cost for this project and questioned the current status. He noted that there had been discussion about how long it would take to get the project up and running so that the City would start receiving some of the economic benefit. In response, Mr. Sheppard stated that DSU was in the process of developing a Request for Information (RFI) for a number of projects, including residence halls, other facilities, and the convocation center. This was the result of someone who came to DSU as part of a public/private partnership to develop the convention center and had a proposal that was shovel-ready. In using the State’s and the University’s dollars, Mr. Sheppard explained that the project would have to be bid out; however, he stated that there are entities who could turn the project around within 18 months to two (2) years. Mr. Shevock stated that during the previous presentation there had been discussion about the City possibly using a portion of the property and questioned if this was no longer being considered. Responding, Mr. Scott Koenig, City Manager, stated that he was still interested in using the portion of land for potential solar field development over the next three (3) to twenty (20) years. He explained that this area was shadowed and labeled as future parking on Page 16 of the Delaware State University Convocation Center Final Report. Mr. Koenig indicated that this had not been shared with DSU at this point because survey data had not yet been reviewed. Mr. Hare stated that State Senators Bonini and Bushweller were offering DSU support for the project and that the land, with the exception of the use for the solar park, is really no immediate benefit to the City. He suggested including a clause that if in two (2) years there is no contract in place to build something, then the land will revert back to the City. Mr. Hare stated that if something positive can come from the land and the State is willing to help, they should move ahead. Mr. Sudler asked what the value of the land was. Responding, Mr. Scott Koenig, City Manager, stated that he did not have that information with him, noting that the City has not had the land appraised and he did not know what it would be valued at from a tax assessment standpoint. He advised that the City spends approximately $1,000 a year to have an environmental report done related to the closing of the former landfill. Mr. Koenig stated that if there is any mowing or maintenance associated with the cap, it is done by the City at a cost of approximately $3,000 to $5,000 a year so that the reporting mechanism with DNREC does not expire and reopen the City’s liability for the landfill closure. He noted that the deed is still in the Civic Center Corporation’s name. Mr. Koenig advised that the land would be good for something like a parking lot; however, it is not going to be prime land to actually build the facility on because of the differential settling issues. He noted that they do not have a private, third-party appraisal of the land. Mr. Sudler recalled that, during the last discussion, they were given a value of between $1.7M and $2M for the property.

COUNCIL COMMITTEE OF THE WHOLE MEETING OF APRIL 26, 2016 PAGE 21 Mr. Koenig advised that there are three (3) parcels of land associated with this area. One (1) is the old Frazier Landfill area, and there are two (2) other pieces of land that come up to the Crawford Carroll Avenue extended area. He indicated that the value in general is not heavily weighed to the landfill area. Mr. Sudler reminded members that, during the last discussion of this item, Council members voiced concerns that they did not know the value of the land they would be gifting away. Mr. Hosfelt stated that he was one (1) of the councilmen that expressed concern with the price tag and noted that his other concern was that, historically, colleges and universities do not pay taxes on significant amounts of land and building value. He also noted that Dover Fire Department responds to hundreds of calls to the DSU campus and receives nothing in return, which is upsetting. Mr. Hosfelt stated that he did not foresee the situation getting any better if DSU builds a convocation center, noting that it would continue to tax the City’s public safety resources. He noted that DSU has a fine police department; however, the use of the Fire Department alone taxes the equipment, staff, and volunteers. Responding, Mr. Hare advised that there was something in the works, which will be discussed during the budget review. He indicated that there has been discussion with DSU and they are receptive to this idea. Mr. Shevock asked if the City was going to dedicate the whole piece of ground or if there was going to be a set aside for the solar farm that Mr. Koenig mentioned. Responding, Mr. Koenig advised that there are three (3) pieces of land associated with the total area of this proposal. He noted that the City donated the land known as Frazier’s Pit to the Civic Center Corporation years ago with a clause that if the Civic Center Corporation did not move forward, those land donations would revert back to the donors. Mr. Koenig stated that the land that would revert back to the City is the Frazier Pit and the boundary of Frazier Pit. He noted that there are two (2) other pieces of land owned by the Davey Lumber Company and KW Lands LLC. Mr. Koenig advised that both of those pieces of land run up and touch what is now called Crawford Carroll Avenue. Mr. Koenig advised members that, if you were standing on Crawford Carroll Avenue and looking towards the woods along the edge of Sam’s Club, the land from the road all the way back to the power lines is the KW Lands LLC and the Davey Lumber land. He noted that the land behind the power lines that are traversing the land is where the Frazier Pit land holding starts and runs roughly from that overhead power line all the way to the edge of, and including the slope down to, the lake. Mr. Koenig advised that a number of the acres of the former landfill are not developable because some of this area is essentially the cap of the landfill. He noted that, under the closure documents for development, the land could be used for parking lots and certain types of infrastructure, affording for differential settlement of the land; however, it is not prime development land. Mr. Sudler stated that both the City and DSU need to economically coexist and help each other; however, the City will soon be reviewing its budget, which will include the needs of the Police and Fire Departments. Echoing Mr. Hosfelt’s concerns, Mr. Sudler stated that when there is a situation that exceeds DSU’s capability, whether it is a fire or a criminal matter, the City is hit with the cost.

COUNCIL COMMITTEE OF THE WHOLE MEETING OF APRIL 26, 2016 PAGE 22 Mr. Hare advised that he and Mr. Koenig met with DSU President Williams and discussed the amount of tax-exempt property owned by DSU. He noted that one of the proposals was that if the Dover Fire Department needed a new fire truck, DSU could contribute $150,000 a year for the next five (5) to seven (7) years to the City as their Payment-In-Lieu of Taxes (PILOT) and they would be recognized for purchasing the fire truck. Mr. Hare indicated that President Williams was not adverse to the idea and liked that DSU would be recognized. Mr. Hare advised members that he is pursuing this approach with all non-profits, which account for 40% of the tax-free properties in the City of Dover, noting that all non-profits should pay something toward public safety. He reminded members that property taxes do not cover the Fire and Police Departments. Mr. Hare reiterated his feeling that donating the property to DSU, with a claw-back clause, would be a win-win situation. He noted that the City wanted a civic center there initially, and if DSU was willing to build it and it is built, then the City will also be able to use it. Mr. Sudler reiterated that his major concern was that he did not want his constituents to bear the cost. Responding, Mr. Hare stated that it would be saving the constituents money because the City is spending money to maintain the property. Mr. Hutchison stated that he liked the concept and would like to see the City of Dover sit down with the leadership of DSU to discuss the property. He stated that he thought this was a great opportunity for DSU and the City of Dover to work in partnership. Referring to Mr. Hare’s suggestion of a claw-back clause, Mr. Shepherd recalled that the Civic Center Corporation had 10 years to try to build the Civic Center and could not accomplish it. Responding, Mr. Hare stated that two (2) or three (3) years was just an example and it could be a 10-year clause. Mr. Shepherd advised that DSU was in discussions and going through a process to build the convocation center. Responding to Ms. Maucher, Mr. Hare stated that the Civic Center Corporation was also non-profit and the situation would be similar. Mayor Christiansen stated that he participated in a number of meetings with DSU President Williams, the Provost, and General Counsel, and they made it quite clear that they were interested in this property. He also noted that the Kent County Metropolitan Planning Organization (MPO), of which he is vice-chairman, has proposed the extension of Crawford Carroll Avenue and reconfiguring the intersection from Produce Junction onto the highway in anticipation of the convocation center. Mayor Christiansen contended that if a happy medium or common ground could be reached for managing the property between DSU and the City of Dover, with no impact on the City’s

COUNCIL COMMITTEE OF THE WHOLE MEETING OF APRIL 26, 2016 PAGE 23 constituents, then they need to move forward. He noted that, otherwise, they would end up 10 years down the road with a vacant lot that had had the potential of moving Dover into the 21st Century. Mayor Christiansen suggested that it was imperative to handle this request with due diligence, but rather quickly. State Senator Brian Bushweller recalled that 10 or 15 years ago, when Mr. Hutchison was Mayor, he gave a stump speech around the City talking about the wonderful contributions that the higher education institutions in the City of Dover were providing to the City and to the whole State, but especially to the City of Dover. He noted that Mayor Hutchison would talk about Delaware State University, Wilmington University, Delaware Technical & Community College, and Wesley College, and even the University of Delaware Paradee Center near the Danner Farm. Senator Bushweller stated that Mayor Hutchison was right, and Senator Bushweller saw this project fitting right into that notion. He suggested that the City look to the higher education institutions for economic development and job creation, noting that they are already making major financial and economic contributions. Senator Bushweller advised that they should be doing anything they can to enhance the ability of those institutions to themselves further develop and add more economic vitality and more jobs to our City. He stated that in economic development they say there are two (2) things you have to do, one (1) is to recruit new businesses and the other is to nurture the businesses you have. Senator Bushweller felt that granting this request would nurture the businesses that the City has. Senator Bushweller stated that the land for a civic center was donated in the 1990s and the State contributed $7M, which was put into special accounts for the civic center. He thought t was not built because the concept of the civic center never caught on with the people, City Council, or with developers. He advised that, three (3) to five (5) years ago, he was in a meeting at DSU and someone mentioned the civic center land as the potential site for a university facility, and it occurred to him that DSU could be the “anchor tenant” for the site. Senator Bushweller stated that he felt one (1) of the reasons the civic center never worked was because it lacked an anchor to make it all work. Senator Bushweller advised that the Bond Bill Committee, which he and Senator Bonini are members of, offered language last year or the year before that recognizes the interest of Delaware State in obtaining land from the Civic Center Corporation for a convocation center and directs the Civic Center Corporation, which is now defunct, to reconstitute itself for the purpose of disposing of its assets in a manner consistent with the charter of the Civic Center Corporation, which is to dispose of its land in an appropriate way. He recognized the reversion clause in the deed, which was the current topic of discussion. Senator Bushweller stated that the State also has language that directs the relevant parties, including the State, to look for appropriate funding mechanisms to build the convocation center. He suggested that the clawback should not be too restrictive because, unless there is a developer that is willing to invest the money, the State will probably end up being the biggest funder of the convocation center, and they are not financially prepared to begin the project.

COUNCIL COMMITTEE OF THE WHOLE MEETING OF APRIL 26, 2016 PAGE 24 Senator Bushweller recognized that the property tax was a legitimate issue for the City; however, he suggested that most state capitals have the same problem because so many state buildings are located in the capital. He commended the members of Council and DSU for considering options and hoped that they would continue to work on the tax issue while they move forward on the land transfer. Senator Bushweller noted that it was his understanding that KW Lands LLC had the same reversion clause in the deed, and they have authorized the transfer of their land to DSU. Senator Bushweller commended Council members for discussing this complicated issue and stated that he would appreciate it if Council could move forward on it, recognizing that there would be outstanding issues to discuss. He offered his assistance moving forward. State Senator Colin Bonini advised members that he is the most conservative member of the General Assembly and that he hates to spend money; however, as a member of the working group for the convocation center, he realized that the proposal makes sense for two (2) reasons. The first reason is that it is going to bring money into the City and the value of the property is currently zero because the City does not have anybody interested in buying it. The second reason is that DSU, which is a State agency, provides direct accountability for a vitally important project. Senator Bonini, as the senior Senator on the Bond Bill Committee, assured members that the State anticipates helping to absorb the cost of infrastructure if this becomes necessary, noting that it had been discussed by the working group. Senator Bonini echoed Senator Bushweller’s concern with the length of time for the clawback clause, noting that a compressed timeline for construction could result in a developer increasing their price. He stated that he hoped that Council would move forward as quickly as possible. Senator Bonini advised that he made his whole career about value for taxpayers, and he felt that the convocation center would be a winner that would bring significant revenue into the City. He suggested that the center can be a significant tax driver, whether through a ticket tax for the events or by some other means. Senator Bonini stated that he recognized the issue of Payment-In-Lieu of Taxes (PILOT) and indicated that at least two (2) senators were actively working on structurally fixing the issue. He stated that he had also spoken with Mr. Hare about specific projects that he could, and wanted to, help with. Senator Bonini stated that he did not want to see worthwhile projects get caught in the PILOT debate, feeling that the long-term answer is structural. Senator Bonini reiterated his hope that Council will transfer this land because there is the potential for something fantastic in Dover. He reiterated that if it turns out not to be as fantastic as they hope, there is a direct line of accountability, which is tremendously important. Mr. Sudler thanked Senators Bonini and Bushweller for supporting DSU. He stated that it is very important for members to discuss this matter and expressed his support for further discussions or staff recommendations.

COUNCIL COMMITTEE OF THE WHOLE MEETING OF APRIL 26, 2016 PAGE 25 Mr. Sudler moved to recommend that Delaware State University (DSU) present the Committee with a proposal for City Council to transfer the property to DSU. The motion was seconded by Ms. Maucher. Mr. Neil indicated that he understands why it is extremely important for the City to do this type of thing and that it is something he would support; however, he stated that he would need to explain this to constituents in layman’s terms. He informed members that he had received a letter from a constituent in his community who does not understand the value of this proposal or why he works to protect Dover Downs. Mr. Neil stated that the constituents in his community see the value of the equity in their homes dropping to 40% - 50% because it is a lease land community and complain that their taxes have increased. He indicated that he has explained to these constituents that the value of their homes went down by 28% and they are not actually paying more taxes for the services that the City provides. Mr. Neil stated that the City provides a great value for the cost of water and electricity, noting that the City has the second lowest electric rate during the summer and approximately the fourth lowest during the winter. He explained that by expanding this economic value, the City can bring in more businesses to decrease taxes. Mr. Neil requested that DSU provide an explanation of the total package of what they are offering. He stated that he is supportive of the educational institutions in the City, but he has to explain this proposal to his constituents. Mr. Neil indicated that information regarding the negotiations that DSU had been discussing with members of Council would also be valuable for him in explaining why the City would like to transfer this property to DSU. Mr. Sudler called for the question, seconded by Mr. Hare. Mr. Sudler indicated that the motion was to send this matter to Council for further discussion of the transfer of this City property to DSU. Responding, Mr. Hare stated his understanding that DSU was going to come back to the Committee with a proposal, which would include a clawback, so that members can take an official vote. Mr. Hare reminded members that the City gave this land to the Civic Center Corporation in the 1990s, and this would just transfer it to another agency hoping to do what the Civic Center Corporation did not do. Mr. Hosfelt and Mr. Cole requested clarification on the motion. Responding, Mr. Hare stated that DSU is going bring a proposal back to the Committee regarding the transfer of the land. Mayor Christiansen stated that Mr. Sudler called the question to end the discussion and it was appropriately seconded, so that is the motion on the floor that needs to be acted on, according to Robert’s Rules of Order. Mr. Hosfelt stated that he cannot vote on a motion if he does not know what it is. Responding, Mr. Hare clarified that the motion was to end the discussion.

COUNCIL COMMITTEE OF THE WHOLE MEETING OF APRIL 26, 2016 PAGE 26 In response to Mr. Sudler, Mr. Hare stated that the original motion made by Mr. Sudler was to have DSU come back to the Committee with a proposal for the City to transfer the land to DSU. Responding to Mr. Sudler, Mrs. Traci McDowell, City Clerk, indicated that the original motion was for DSU to bring a proposal back for consideration. Mr. Hare reminded members that the motion was seconded by Ms. Maucher. The motion to recommend that Delaware State University (DSU) present the Committee with a proposal for City Council to transfer the property to DSU was unanimously carried. Responding to Mr. Sheppard, Mr. Hare stated that DSU would simply bring the proposal to Council, including a clawback. He explained that the matter would not come back to the Committee. Senator Bushweller asked if it was the intent of this Committee that Council vote on transferring the land to DSU, subject only to the revision of the proposal from DSU in that regard. Responding, Mr. Neil and Mr. Hare confirmed that this was their understanding. Mr. Hare moved to recommend in favor of transferring the land to DSU. The motion was seconded by Mr. Sudler. Mr. Hosfelt stated that there had been no discussion on the motion. Mr. Neil stated that he wants to see what DSU is proposing, so he knows what he is voting for when it gets to Council. He indicated that he wants to know, in terms of time, when it will come back to Council, what DSU hopes to anticipate, what the fundraising is going to be that they are going to undertake, the building that they are talking about; he wants to see it all. Mr. Sudler suggested a friendly amendment to the motion, that DSU provide the City with the information requested by Mr. Neil prior to the Council meeting, for inclusion in the Council packet. He stated that this would give members time to review the information and have their questions ready. Once members’ questions are answered, they can vote yes or no. Mayor Christiansen noted that the last motion that passed was to agree to move forward on the transfer of the property. He expressed his opinion that, in the interest of transparency and total understanding by each member of Council on behalf of the constituents, it is imperative that DSU bring the information requested by Mr. Neil back to the Committee for perusal and then move directly to Council. It was Mayor Christiansen’s opinion that to do any less is derelict of duty. He asked how the constituents would understand the actions Council takes if the members of Council do not understand them. Mayor Christiansen stated that it is only fair to members of Council, the citizens, and DSU. Mr. Neil noted that Mr. Hare had mentioned that DSU might want to include in their proposal that they will be making a donation towards fire protection, etc. Responding, Mr. Hare stated that the donation is something totally different and separate from this matter.

COUNCIL COMMITTEE OF THE WHOLE MEETING OF APRIL 26, 2016 PAGE 27 Mr. Shevock asked how long it would take for DSU to come back to Council with the proposal. Responding, Mr. Sheppard stated that part of the challenge is trying to figure out what to provide, in addition to what has already been provided in the Delaware State University Convocation Center Final Report, which was done by some very talented people. He indicated that maybe DSU could distill the Report down in a way that may be more easily communicated to the City’s constituents, suggesting perhaps a page with bullet points. Mr. Sheppard asked, once DSU has had the opportunity to discuss it and make sure they provide the right product, what an appropriate time would be to bring this back. Responding to Mr. Hare, Mr. Sheppard indicated that 30 days would probably be sufficient. Mr. Neil stated that this time frame was fine with him, noting that he did not want to push them and would wait until they are ready. He noted that, in terms of the time, DSU needs to figure out if this will be done within a 5-year period or a 10-year period and inform Council what it is going to take. Responding, Mr. Hare stated that this information would be included in their proposal as the clawback. In response to Mr. Neil, Mr. Sheppard stated that the challenge, as was demonstrated by the lack of success for the Civic Center Corporation, is that it is difficult for him to tell the City that DSU is going to get this done on a date certain. He explained that this is why a reversionary interest in the language would be for a future date that is far off, noting that it is not as simple as snapping your fingers and making it happen. Mr. Sheppard stated that DSU has to get partners in this and might have to engage the State on the effort. Mr. Koenig reminded members that when this matter was previously discussed, one (1) of the things that Staff was asked to do was to go back and evaluate the whole issue of whether this land had value to the City. Referring to Page 16 of the DSU Convocation Center Final Report, Mr. Koenig stated that Staff has been on record several times saying that the value for the City is the area shadowed and labeled as future parking, which could be used for a potential solar field. He wanted to make sure that this is part of the discussion, explaining that if the City simply transfers this land, the City may be buying land for a potential solar field. Mr. Koenig stated that his only caveat regarding this matter is to ensure that discussions regarding a potential solar field and the confirming of any easements on this property occur prior to Council taking final action on a land transfer. Ms. Maucher asked if the Committee can recommend that Council enter into negotiations with DSU for the transfer of the property, and whether that would end the discussion by the Committee. She stated that she did not understand why this would need to come back to the Committee. Responding, Mr. Hare advised that Council can enter into negotiations; however, the matter would have to come back to the Committee for review and recommendation to Council. In response to Mr. Hare, Mr. Hosfelt stated that, at this point, members had not agreed to enter into negotiations. Based on the motion, it was his understanding that the Committee had agreed to allow time for DSU to bring back information for further discussion. Mr. Hosfelt stated that he did not see the motion as approval to sell the property or give the property or deed over.

COUNCIL COMMITTEE OF THE WHOLE MEETING OF APRIL 26, 2016 PAGE 28 Mr. Hare clarified that the motion was to have DSU bring their proposal back to the Committee. Mr. Sheppard requested additional clarification, explaining that he had heard two (2) different requests. He stated his understanding that Mr. Neil wants a distillation of the Delaware State University Convocation Center Final Report to be able to more easily communicate it to his constituents, which Mr. Sheppard indicated that DSU can do. He stated that he also heard, at least as a suggestion, that the City is looking for language from DSU to set the parameters around how the transfer would operate, what opportunity for reversionary interest there might be to the City and how that would work. He wanted to make sure that he was clear on these requests, so that when he comes back, he has what Council needs to be able to move forward. Responding to Mr. Sheppard, Mr. Hare indicated that if DSU came back with a proposal that KW Lands and the Frazier Pit be transferred to DSU, the City would still have the right to the other parcel that Mr. Koenig said the City might need for the solar field, there would be a 10-year clawback, and the Committee can discuss what to do. Mr. Hosfelt stated that he was unsure where the City was at this point. It was his understanding that the City has something that DSU wants and, in his view, DSU would come to Council as a whole with their proposal to take this property off the City’s hands. Mr. Hosfelt indicated that it was obvious there had been discussions or negotiations about other costs and factors that may affect the City that not everyone in the room was aware of, which was confusing. He noted that there had been talk about other information that would come to Council during the budget hearings. Mr. Hare explained that his previous reference to information to be presented during the budget hearings did not pertain to the land transfer but negotiations for something else in the budget that was brought up last year. Mr. Hosfelt expressed his opinion that the best thing to do at this point was for the motion to be withdrawn, table consideration of the transfer, and come back and review this matter with cooler heads. Mr. Hutchison noted that many of the current members of Council had not been present when the civic center was previously considered. He assured members that study after study had been completed, a partnership between the City of Dover and State of Delaware was put forth, and the land was transferred to the Civic Center Corporation for economic development reasons. Mr. Hutchison noted that a lot of information showed that the transfer made good sense and, at that time, Council reviewed it and had the same questions that members were currently asking. He assured members that when all was said and done, Council had stepped up to the plate and agreed that it made good sense to move forward with the civic center opportunity; however, it failed. Nothing ever happened with the civic center, so the land came back to the City. Mr. Hutchison advised that members were now back at the table with a new opportunity and he felt that the facts and circumstances had not changed regarding why it made good sense to transfer the land. Mr. Hutchison expressed very strong support for hearing back from DSU regarding the proposal.

COUNCIL COMMITTEE OF THE WHOLE MEETING OF APRIL 26, 2016 PAGE 29 Mr. Sudler concurred with Mr. Hutchison, stating that he had reviewed this matter, understood what was happening, and was ready to move forward. Mr. Hosfelt stated that some of those present did not understand what was being proposed or what DSU was being asked to do. Mr. Hosfelt stated that he thought he knew what he was voting for; however, if he had voted in favor of moving forward on giving the land to DSU, he had done so incorrectly and had to be accountable to this. He had intended to vote in favor of getting more information and discussing the matter. Mr. Cole felt that the misunderstanding was that DSU thought that they had provided a proposal. Mr. Sheppard stated that he appreciated the challenges and the needs to satisfy the interest of constituents and to be able to fairly represent to them what would be done with the City’s property and how this would impact them as citizens. He stated that the proposal on the table was to facilitate a transfer of the property, at least out of the Committee to the full Council, so that a decision could be rendered. Mr. Sheppard reiterated that a lot had been captured in the Delaware State University Convocation Center Final Report and expressed his understanding that language needed to be worked out in terms of how the actual transfer would function. He stated that DSU would be happy to provide that language and did not believe it would take 30 days. Mr. Sheppard advised that he had the impression that Mr. Neil was looking for something different, so there was a lack of clarity. He indicated that if Council was simply looking for language to facilitate the transfer, he would be happy to put that language together. Mr. Neil echoed Mr. Hutchison statement that this would allow for the development of the property with a new partner, DSU rather than the Civic Center Corporation. He advised that he was looking for the time parameters for how long it would take to develop and complete. Mr. Neil felt that he and Mr. Hare differed in their view, referring to Mr. Hare’s previous remarks about a contribution to the City. Responding, Mr. Hare explained that the discussion he and Mr. Koenig had with DSU was in regard to a different matter that applied to the whole City and not DSU and not the land transfer. Mr. Sudler moved to rescind his original motion. Mrs. McDowell stated that the motion was for DSU to bring a proposal and was seconded by Ms. Maucher. She indicated that, immediately after that, Mr. Hare made a motion for the Committee to recommend in favor of transferring the property, which had not been voted on. Mr. Sudler stated that his motion for DSU to bring back a proposal was now null and void. Mr. Sudler moved that the current proposal from DSU for the transfer of land go forward from the Committee to Council for further discussion within 30-60 days, with information regarding the concerns brought forth to the Committee today, the breakdown requested by Mr. Neil, and a determination of whether a clawback clause would be included.

COUNCIL COMMITTEE OF THE WHOLE MEETING OF APRIL 26, 2016 PAGE 30 Mr. Koenig questioned if a motion was needed, stating his belief that DSU had advised that they were interested in the land; however, he did not recall there ever being a letter or written document requesting a specific number of acres or stating exactly what DSU wants from the City. In response to Mr. Koenig, Mr. Sheppard stated that DSU sent a letter to Council President Slavin some time ago about this issue. He did not have it with him but offered to provide it and stated his belief that it would address the City Manager’s concern. Mr. Sudler stated that his motion was to move the matter from the Committee to Council for further discussion, with the understanding that the breakdown requested by Mr. Neil and information requested by Mr. Hosfelt would be provided. Mr. Hare stated that his motion could be amended to add these provisions. Senator Bonini expressed concern about delaying this matter more than a few weeks, noting that the General Assembly would recess on June 30, 2016. It was his belief that the State would need language from the City to move this matter forward, and he commended Senator Bushweller for including such language in the Bond Bill. Senator Bonini indicated that General Assembly would not go back into regular session until January 2017 and wanted to share this time constraint with members. After further discussion between Mr. Hare and Mr. Sudler regarding the motion on the floor, Mr. Hosfelt expressed confusion regarding the status of this matter. He stated his belief that one (1) motion was unanimously carried, Mr. Hare had made a motion that had not been voted on, and Mr. Sudler had put another motion on the floor. Mr. Sudler stated that his original motion was null and void. He stated his recollection that Mr. Hare had made a motion and his last motion was an amendment to Mr. Hare’s motion which provides the allotted time and language. Mrs. McDowell reiterated that the first motion, which indicated that DSU would bring a proposal back, had been acted upon and could not be withdrawn. She stated that the next motion was from Mr. Hare to recommend transfer of the property. It was seconded by Mr. Sudler but had not yet been voted on. In response to Mr. Hare, Mrs. McDowell explained that the motion was for DSU to bring a proposal back to the Committee and it was unanimously carried. Mr. Hare withdrew his motion to recommend in favor of transferring the land to DSU. Mr. Sudler questioned if the matter would be brought back to the Committee if he agreed to withdraw his second, expressing his opinion that consideration of this matter should be forwarded to Council.

COUNCIL COMMITTEE OF THE WHOLE MEETING OF APRIL 26, 2016 PAGE 31 Mr. Hare stated that he withdrew his motion and asked Mr. Sudler if he agreed to withdraw his motion. Responding, Mr. Sudler agreed to withdraw his motion. Mr. Hare stated that DSU would bring back a proposal regarding their recommendation for the transfer of the property. Mr. Sudler requested clarification as to whether this matter would come back to the Committee, reiterating his opinion that it should be forwarded to Council. Mr. Cole moved to table the matter, seconded by Mr. Hosfelt. Mr. Cole suggested a roll call vote. Mr. Sudler questioned whether there was a vote on the previous motion. Responding, Mr. Hare stated that the motion to table supercedes. Mr. Sudler called a point of order and requested clarification on the motion previous to the current motion to table the matter when he was asked whether or not he was in agreement with rescinding his second to Mr. Hare’s motion. Responding, Mrs. McDowell expressed her belief that the previous motion had been rescinded, and the motion that had been voted on was for DSU to bring a proposal. Mr. Sudler indicated that he had called a point of order as he was unsure why the matter was being tabled if it had already been voted on. Responding, Mrs. McDowell stated that the motion to table was made because the motion to have DSU bring back a proposal did not end the discussion. She reiterated that the motion for DSU to bring a proposal was unanimously carried. In response to Mr. Sudler, Mrs. McDowell stated her belief that the motion to table had failed, but suggested a roll call vote. Mr. Neil stated that, according to the motion that passed, that DSU is supposed to bring the proposal back. He suggested that Mr. Sheppard get together with Mr. Koenig regarding Mr. Koenig’s concerns related to the land needed for the solar field. Responding, Mr. Sheppard stated that he would be happy to get together with Mr. Koenig at his convenience. Mr. Hutchison noted that the issue being discussed was not complicated and expressed the need for Mr. Koenig and the leadership at DSU to sit down together, discuss it, and come back in a short period of time so it can be acted upon. He stated that, to be fair to members, they must see what they are voting on. Mr. Hutchison indicated that it was a matter of DSU putting their request in writing so the City could deal with it in haste, noting the need to work with the General Assembly. Mr. Cole withdrew the motion to table the matter, and Mr. Hosfelt withdrew his second.

COUNCIL COMMITTEE OF THE WHOLE MEETING OF APRIL 26, 2016 PAGE 32 For clarification, Mr. Sheppard questioned if DSU would return to the Committee or if this would be considered by Council. Responding, Mr. Hare stated that it would be brought before the Committee of the Whole, which includes members of Council. Ms. Maucher expressed concerns regarding time constraints. Mr. Hare stated that the next meeting of the Council Committee of the Whole was scheduled for May 10, 2016 and the next Council meeting was scheduled for May 23, 2016. Mr. Sudler commented that the General Assembly would recess on June 30, 2016. Update - Overgrowth of Bamboo - Rodney Road Due to time constraints, Mr. Sudler moved to defer this item until the next meeting. The motion was seconded by Mr. Cole and unanimously carried. Downtown Dover Business Improvement District (BID) Budget and Assessment (Tax) Rates for Fiscal Year 2016-2017 Due to time constraints, Mr. Sudler moved to defer this item until the next meeting. The motion was seconded by Mr. Cole and unanimously carried. Proposed Ordinance #2016-10 Amending Chapter 2 - Administration, Article IV - Officers and Employees, Division 8 - Deferred Compensation Plan (Sponsors: Cole and Koenig) Due to time constraints, Mr. Sudler moved to defer this item until the next meeting. The motion was seconded by Mr. Cole and unanimously carried. Evaluation of Trial Period for Council Committee of the Whole Meetings (Council Resolution No. 2015-16) Due to time constraints, Mr. Sudler moved to defer this item until the next meeting. The motion was seconded by Mr. Cole and unanimously carried. By unanimous consent, the Legislative, Finance, and Administration meeting adjourned at 9:01 p.m. By unanimous consent, the Council Committee of the Whole meeting adjourned at 9:01 p.m. William F. Hare Acting Chair TAS/TM/js/dd S:\AGENDAS-MINUTES-PACKETS-PRESENTATIONS-ATT&EXH\Committee-Minutes\2016\04-26-2016 CCW.wpd Attachments Attachment #1 - Concept Drawings of the Proposed Traffic Calming Measures in Bicentennial Village Attachment #2 - Presentation - The Arbors - Review of Interconnection with Emerald Point Attachment #3 - Revised Engineering Consultant’s Report on the Operation and Maintenance of the Electric System Fiscal Year 2015 Attachment #4 - Delaware State University Convocation Center Final Report

ATTACHMENT #1 Council Committee of the Whole Meeting of 04/26/2016

ATTACHMENT #2 Council Committee of the Whole Meeting of 04/26/2016 THE ARBORS Review of Interconnection with Emerald Point

Chronology of The Arbors and Emerald Point ■ 2002 Emerald Point Subdivision approved – 107 Single Family Detached Dwellings – Stub street from Topaz Circle to property to the south (The Arbors) ■ 2004 Minor Subdivision of McKee Property – DelDOT requests 60 ft. cross access easement from subject property to Emerald Point – Public Works also requested a cross access easement – Cross access approved by Planning Commission and on the final recorded plan ■ 2005 College Road Garden Apartments – Reviewed as Planned Neighborhood Design – Senior Citizen Housing Option – Site Plan approved by Planning Commission but expired in 2007

Chronology of The Arbors and Emerald Point ■ 2007 The Arbors – Planned Neighborhood Design Senior Citizen Housing Option – Approved by Planning Commission – Received Final Site Plan Approval – Expired due to no commencement of construction (August 2009) ■ 2009 Record Plan Established Right-of-Way for Senior Way, which connects with Topaz Circle Stub Street – This connection provides the second access to a public street as required by the Land Subdivision Regulations ■ 2009-10 Rezoning of Lands of JNK, LLC from R-8 to RG-2 ■ 2010 Conditional Use Site Plan for The Arbors Condominiums (48 units) – Original proposal to have access only through Emerald Point – Staff recommendation and Planning Commission requirement to construct Senior Way, connecting Topaz Circle and College Road – Plan expired prior to finalization

The Arbors – Current Plan ■ The Arbors land plan consistent with prior submissions ■ Approved by Planning Commission on March 21, 2016 ■ Includes interconnection with Topaz Circle stub street

ATTACHMENT #3 Council Committee of the Whole Meeting of 04/26/2016 Engineering Consultant’s Report on the Operation and Maintenance of the Electric System Fiscal Year 2015 City of Dover, Delaware Project No. 89923 4/15/2016

Engineering Consultant’s Report prepared for City of Dover, Delaware Dover, Delaware Project No. 89923 4/15/2016 prepared by Burns & McDonnell Engineering Company, Inc. Kansas City, Missouri COPYRIGHT © 2016 BURNS & McDONNELL ENGINEERING COMPANY, INC.

April 15, 2016 Ms. Donna S. Mitchell, CPA Controller/Treasurer City of Dover 5 East Reed Street Weyandt Hall, Suite 300 Dover, Delaware 19901 Re: Engineering Consultant’s Report Project No. 89923 Dear Ms. Mitchell: In compliance with the requirements of Section 705 and Section 504 of the City of Dover, Delaware Resolution Authorizing and Securing Electric Revenue Bonds, adopted December 23, 1985 (Resolution), Burns & McDonnell presents this Annual Engineering Consultant’s Report on the Operation and Maintenance of the Electric System for the fiscal year ended 2015. This report summarizes our review and assessment of the City of Dover’s (City) Electric System, its existing retail electric rates, its insurance coverage in effect, and its reserve funds. Financial, statistical, and operating data used in preparing the report were initially reported in the City’s annual financial statements and accounting records. Additional information was furnished by City and Electric Division staff. In the preparation of this Engineering Consultant’s Report, Burns & McDonnell completed assessments of the electric generating stations and the transmission and distribution system of the City’s Electric Division. Assessments involved interviews, observations, and review of fiscal year 2015 expenditures and fiscal year 2016 budgets. In addition, an analysis of the balances of the Improvement and Extension Fund as well as other funds supporting the Electric Division was performed. Burns & McDonnell also reviewed the adequacy of revenues provided by current retail rates in relation to the requirements of the Resolution. Finally, a high-level assessment of the City’s insurance coverage related to the Electric Division was completed. Based on these reviews and assessments, it is the opinion of Burns & McDonnell that the Electric System is being operated and maintained, including replacements and upgrades as appropriate, in a manner that is consistent with current electric utility practices. In addition, the current retail rates have provided sufficient revenues to satisfy the debt service coverage requirement in the Resolution. Further, it is the opinion of Burns & McDonnell that the balances in the various reserve funds maintained by the City for the Electric Division are sufficient for their intended purposes. We appreciate the cooperation and assistance provided by the City and the Electric Division staff in the preparation of this report. We will be happy to discuss the report with you at your convenience. Sincerely, Burns & McDonnell Ted J. Kelly Principal & Senior Project Manager Business & Technology Services TJK/sg 9400 Ward Parkway \ Kansas City, MO 64114 O 816-333-9400 \ F 816-333-3690 \ burnsmcd.com

FY 2015 Engineering Consultant’s Report Table of Contents TABLE OF CONTENTS Page No. 1.0 EXECUTIVE SUMMARY ................................................................................... 1-1 1.1 Introduction .......................................................................................................... 1-1 1.2 Electric System Overview and Assessment ......................................................... 1-1 1.2.1 General Plant ......................................................................................... 1-2 1.2.2 Production Plant .................................................................................... 1-2 1.2.3 Transmission and Distribution Plant..................................................... 1-3 1.3 Financial Overview and Assessment ................................................................... 1-3 1.4 Conclusions .......................................................................................................... 1-5 2.0 INTRODUCTION ............................................................................................... 2-1 2.1 Purpose of Report ................................................................................................ 2-1 2.2 Organization......................................................................................................... 2-2 3.0 ELECTRIC SYSTEM OVERVIEW AND ASSESSMENT .................................. 3-1 3.1 Electric System Overview.................................................................................... 3-1 3.1.1 Production Plant .................................................................................... 3-2 3.1.2 Transmission and Distribution Plant..................................................... 3-2 3.1.3 General Plant ......................................................................................... 3-2 3.2 Production Plant Assessment ............................................................................... 3-3 3.2.1 Production Plant Operations ................................................................. 3-3 3.2.2 McKee Run Condition Assessment .................................................... 3-10 3.2.3 VanSant Condition Assessment .......................................................... 3-13 3.2.4 Production Plant Conclusion............................................................... 3-14 3.3 Transmission and Distribution Plant Assessment .............................................. 3-15 3.3.1 Transmission and Distribution Plant Operations ................................ 3-15 3.3.2 Transmission and Distribution Plant Condition Assessment .............. 3-20 3.3.3 Transmission and Distribution Plant Conclusion ............................... 3-21 4.0 FINANCIAL OVERVIEW AND ASSESSMENT................................................. 4-1 4.1 Required Revenue ................................................................................................ 4-1 4.2 Electric Rates ....................................................................................................... 4-1 4.3 Operating Results ................................................................................................. 4-2 4.3.1 Adequacy of Electric Rates ................................................................... 4-6 4.4 Status of Revenue Bonds ..................................................................................... 4-7 4.5 Insurance .............................................................................................................. 4-8 4.6 Operating and Reserve Accounts ....................................................................... 4-11 4.6.1 Electric Revenue Fund ........................................................................ 4-11 4.6.2 Electric Improvement and Extension Fund......................................... 4-12 5.0 CONCLUSIONS ................................................................................................ 5-1 City of Dover, Delaware TOC-1 Burns & McDonnell

FY 2015 Engineering Consultant’s Report Table of Contents APPENDIX A LIST OF TABLES Page No. Table 3-1: Year-End Plant in Service ...................................................................................... 3-1 Table 3-2: FY 2015 Generating Plant Operating Statistics ..................................................... 3-5 Table 3-3: Fiscal Year 2016 On-going/Planned Capital Expenditures.................................... 3-9 Table 4-1: Annual Sales and Customer Accounts ................................................................... 4-3 Table 4-2: Annual Revenues and Sales Ratios ........................................................................ 4-4 Table 4-3: Revenue Margins and Unaccounted for Energy .................................................... 4-5 Table 4-4: Comparative Statement of Revenues, Expense, ..................................................... 4-6 Table 4-5: Debt Service Coverage ........................................................................................... 4-7 Table 4-6: Debt Service Schedule of Electric Revenue Bonds................................................ 4-8 Table 4-7: Schedule of Insurance Coverage in Effect ............................................................. 4-9 Table 4-8: Reserve Account Activity and Balances .............................................................. 4-14 City of Dover, Delaware TOC-2 Burns & McDonnell

FY 2015 Engineering Consultant’s Report Table of Contents LIST OF FIGURES Page No. Figure 2-1: Organization ........................................................................................................... 2-3 Figure 2-2: Administration Section ........................................................................................... 2-3 Figure 2-3: Electric Engineering Section .................................................................................. 2-3 Figure 2-4: Electric Transmission & Distribution Section ....................................................... 2-4 City of Dover, Delaware TOC-3 Burns & McDonnell

FY 2015 Engineering Consultant’s Report List of Abbreviations LIST OF ABBREVIATIONS Abbreviation Term/Phrase/Name Burns & McDonnell Burns & McDonnell Engineering Company, Inc. City City of Dover, Delaware DCS distributed control system EDQP Employee Development and Qualification Program EIA U.S. Energy Information Administration FY Fiscal Year GWh gigawatt-hour I&E Fund Electric Improvement & Extension Fund kV kilovolt kW kilowatt kWh kilowatt-hour LAN local area network McKee Run McKee Run Generating Station MW megawatt MWh megawatt-hour NAES North American Energy Services Corporation NERC North American Electric Reliability Corporation NRG NRG Energy Center Ohm standard unit of electrical resistance PJM Pennsylvania New Jersey Maryland Interconnection Report 2014 Engineering Consultant’s Report on the Operation and Maintenance of the Electric System Resolution Resolution Authorizing and Securing Electric Revenue Bonds, adopted December 23, 1985 City of Dover, Delaware i Burns & McDonnell

FY 2015 Engineering Consultant’s Report List of Abbreviations VanSant VanSant Generating Station TEA The Energy Authority, Inc. City of Dover, Delaware ii Burns & McDonnell

FY 2015 Engineering Consultant’s Report Statement of Limitations STATEMENT OF LIMITATIONS In preparation of the Annual Engineering Consultant’s Report on the Operation and Maintenance of the Electric System for the fiscal year ended 2015 (the Report), Burns & McDonnell relied upon information provided by the City of Dover, Delaware (the City). The information included various analyses, computer-generated information and reports, audited financial reports, and other financial and statistical information, as well as other documents such as operating budgets and current retail electric rate schedules. While Burns & McDonnell has no reason to believe that the information provided, and upon which Burns & McDonnell has relied, is inaccurate or incomplete in any material respect, Burns & McDonnell has not independently verified such information and cannot guarantee its accuracy or completeness. In addition, Burns & McDonnell has used the information provided to make certain assumptions with respect to conditions that may exist in the future. While Burns & McDonnell believes the assumptions made are reasonable for the purposes of the Report, it makes no representation that the conditions assumed will occur. City of Dover, Delaware iii Burns & McDonnell

1.0 – EXECUTIVE SUMMARY

FY 2015 Engineering Consultant’s Report Executive Summary 1.0 EXECUTIVE SUMMARY 1.1 Introduction The Fiscal Year 2015 Engineering Consultant’s Report on the Operation and Maintenance of the Electric System (Report) has been prepared in compliance with the requirements of the City of Dover, Delaware Resolution Authorizing and Securing Electric Revenue Bonds, adopted December 23, 1985 (Resolution). Burns & McDonnell was retained as the Engineering Consultant by the City of Dover, Delaware (City) to complete an inspection of the Electric System and prepare a report on findings. The Resolution requires that the Engineering Consultant complete the following: “The City covenants that it will cause the Engineering Consultants employed under the provisions of Section 705 of this Resolution . . . to make an inspection of the Electric System at least once each fiscal year and . . . to submit to the City Manager a report setting forth (a) their findings whether the properties of the Electric System have been maintained in good repair, working order and condition and whether they have been operated efficiently and economically and (b) their recommendation as to (i) the proper maintenance, repair and condition of the Electric System during the ensuing fiscal year and an estimate of the appropriations which should be made for such purposes, (ii) the insurance to be carried under the provisions of Article VII of this Resolution, (iii) the amount that should be deposited during the ensuing fiscal year to the credit of the Improvement and Extension Fund for the purposes set forth in Section 510 of this Article, (iv) the extensions, improvements, renewals and replacements which should be made during the ensuing fiscal year, and (v) any necessary or advisable revisions of the electric rates.” This is the twelfth annual Engineering Consultant’s Report prepared for the City by Burns & McDonnell. 1.2 Electric System Overview and Assessment The Electric Division served a monthly average of 24,161 accounts in fiscal year (FY) 2015, approximately 20,070 of which were residential customers. Five of the Electric Division customers take service from the 69-kV transmission system. These customers include the Dover Air Force Base, Kraft, Proctor & Gamble, White Oak Solar and NRG Energy Center (NRG). NRG is an exempt wholesale City of Dover, Delaware 1-1 Burns & McDonnell

FY 2015 Engineering Consultant’s Report Executive Summary generator that sells power that must be transmitted through the City’s transmission system to third party purchasers. When the NRG plant is not operational, the Electric Division provides power for the plant site. 1.2.1 General Plant General plant facilities consist primarily of Electric Division administrative and operations facilities and pollution control related equipment on McKee Run Generating Station (McKee Run) and VanSant Generating Station (VanSant). Other types of general plant include office furniture and equipment, transportation and power-operated equipment, and communication equipment. Effective July 1, 2011, the City entered into an Energy Management Agreement with The Energy Authority, Inc. (TEA) to assist the City with its energy procurement, energy sale, purchase of fuels, establishment and management of risk policies, and the development and management of hedging protocols and related energy procurement challenges. Headquartered in Jacksonville, Florida, TEA is a non-profit energy manager owned by seven public utility systems operating across the nation. 1.2.2 Production Plant The City owns two generating plants, the McKee Run and VanSant generating stations. McKee Run consists of three steam turbine generating units with a total combined capacity of 136 megawatts (MW). VanSant is a 39 MW simple-cycle combustion turbine unit. NAES Corporation operates the generating plants. The agreement between the City and NAES Corporation has been in effect since July 1, 2006. The various systems and components of the generating plants reviewed by the Engineering Consultant are listed below: Major Equipment • Steam turbines/generators • Boilers and auxiliaries • Station cooling water systems • Fuel handling systems • Water treatment systems • Station electrical systems • Station control systems • General facilities City of Dover, Delaware 1-2 Burns & McDonnell

FY 2015 Engineering Consultant’s Report Executive Summary Management and Organization • Safety • Training • Staffing Based on statements and information provided by the City, as well as the observations and reviews performed, it is the Engineering Consultant’s opinion that the City’s power generation facilities are being operated and maintained consistent with generally accepted electric utility practice in the United States. In general, the performance, operation, maintenance, staff, planning, and training aspects for the McKee Run and VanSant were found to be above average. Specifically, the generation facilities have demonstrated a high level of availability despite the dispatching of the units primarily for peak demand. 1.2.3 Transmission and Distribution Plant The transmission and distribution network includes 44 miles of overhead transmission lines, 0.12 miles of underground transmission lines, 190 miles of overhead distribution lines and 271 miles of underground distribution lines. Five Electric Division customers take service off of the 69-kV transmission system. The following list includes areas of the transmission and distribution system that were considered and reviewed. • System reliability • Power quality • Operations and maintenance • Design standards and specifications • Transmission and distribution improvements It is the Engineering Consultant’s opinion that the design, construction, operation, and maintenance of the City’s electric transmission and distribution system and the associated facilities are consistent with current generally accepted electric utility standards. In recent years, the City has made appropriate upgrades and improvements which the Engineering Consultant has observed while conducting the reviews and assessments to complete the annual reports. 1.3 Financial Overview and Assessment The level of revenues required from the retail electric rates for the Electric Division were determined through the analysis of the financial results and net income or net margins for FY 2015. The Resolution requires that the Electric Division maintain a debt service coverage ratio of 1.25. City of Dover, Delaware 1-3 Burns & McDonnell

FY 2015 Engineering Consultant’s Report Executive Summary Customers of the Electric Division of the City were charged for the electric service they received based on the City’s rate schedules and contracts that were in place in FY 2015. A comprehensive cost-of-service and rate design study was completed in 2006 and subsequent rate analyses were completed in 2007, 2008, 2012, 2013, and 2015 to examine revenue requirements and revenue generation. Specifically, the 2006 rate study was conducted to address increased costs associated with a new power supply contract that became effective on July 1, 2006. The rate study recommended combining a number of rate classes and implementing rate increases on July 1, 2006. The 2006 rate study also recommended an additional increase be implemented on January 1, 2007 to cover increased costs associated with operating the generating station. The 2007 and 2008 rate analyses re-examined Electric Division revenues and expenses and recognized additional revisions to power supply costs. As a result of these analyses, additional rate increases were implemented on July 1, 2007, July 1, 2008, and July 2012. The July 2013 rate adjustments established the rate schedules utilized by the Electric Division today. Total energy sales decreased from 720.8 GWh in FY 2014 to 715 GWh in FY 2015, a decrease of 0.82 percent. Total revenue from sales to electric customers in FY 2015 was $78.34 million, representing an increase of $0.15 million from FY 2014. In FY 2015, the average revenue per kWh for residential customers was 12.62 cents and the system-wide average price was 10.96 cents per kWh. The Electric Division’s largest cost in providing electric service to its customers is the wholesale cost of power purchased from the Pennsylvania New Jersey Maryland Interconnection (PJM) marketplace through its energy manager, TEA. From FY 2014 to FY 2015, the cost of power decreased from $57.2 million to $50 million. Net income loss of $2.3 million in FY 2014 turned to a positive net income of $2.6 million in FY 2015. The net income increase in FY 2015 was due to a decrease in power supply costs while all other expenses stayed relatively constant. Following is an excerpt from Section 502(c) of the Resolution. “(c) The total amount of the Revenues of the Electric System during the preceding fiscal year shall have been not less than the total of the following: The Current Expenses of the Electric System during the current fiscal years shown by the Annual Budget . . . for such fiscal year, and One hundred twenty-five percent (125%) of the maximum amount of the Principal and Interest Requirements for any fiscal year thereafter on account of all bonds then Outstanding under the provisions of this Resolution.” City of Dover, Delaware 1-4 Burns & McDonnell

FY 2015 Engineering Consultant’s Report Executive Summary The Resolution requires that annual revenues of the Electric Division be no less than the total current expenses plus 125 percent of the greatest remaining annual debt service. The Electric Division achieved debt service coverage ratios for FY 2013, FY 2014, and FY 2015 of 6.56, 3.25, and 5.42, respectively. Therefore, the revenues generated by the current electric rates have been sufficient to meet the applicable covenant of the Resolution. The City maintains a comprehensive insurance program to cover varying types of liabilities, as well as significant losses related to various Electric Division properties. It is the opinion of Burns & McDonnell as Engineering Consultant, and not as insurance counselor, the insurance in full force and affect appears to satisfy the requirements of Section 706 of the Resolution. The City established the Electric Revenue Fund and the Electric Improvement & Extension (I&E) Fund to make money available for specific purposes when they are needed. The following is a list of these funds’ respective cash accounts: Electric Revenue Fund • Insurance Reserve Account • Contingency Reserve Account • Electric Rate Stabilization Reserve Account • Interest and Sinking Account Electric Improvement and Extension Fund • Depreciation Reserve Account • Future Capacity Reserve Account The Engineering Consultant reviewed activity information on the accounts listed above and found that the balances in those accounts as of June 30, 2015, were consistent with the required or target balances. 1.4 Conclusions Based on the reviews and assessments completed, it is the opinion of Burns & McDonnell that: 1. The City’s power generation facilities are being operated and maintained consistent with generally accepted electric utility practice in the United States. 2. The design, construction, operation, and maintenance of the City’s electric transmission and distribution system and the associated facilities are consistent with current generally accepted City of Dover, Delaware 1-5 Burns & McDonnell

FY 2015 Engineering Consultant’s Report Executive Summary electric utility standards and over the past few years, the system has been upgraded in order to improve operation and service to customers. 3. The Electric Division capital projects included in the City’s Capital Investment Plan and the FY 2016 Operating Budget are necessary and should provide improved reliability and power quality for the Electric System. 4. The cash balances as of June 30, 2015 for the various accounts maintained by the City for the Electric Division appear to be sufficient for their defined purposes. 5. The insurance coverage for the assets of the Electric Divison is maintained by the City, is in full effect, and appears to satisfy the requirements of Section 706 of the Resolution. 6. The electric revenues generated by the City’s current retail rates are more than sufficient to fulfill the debt service coverage requirement (125 percent of current expenses) defined in Section 502(c) of the Resolution. City of Dover, Delaware 1-6 Burns & McDonnell

2.0 – INTRODUCTION

FY 2015 Engineering Consultant’s Report Introduction 2.0 INTRODUCTION The City of Dover, Delaware (City) operates a municipally-owned electric utility system that served 23,350 customers, excluding lighting, within the City and surrounding areas at the end of fiscal year (FY) 2015. The 68 square-mile service area of the electric utility is located in central Delaware; with the City itself located approximately 70 miles south of Philadelphia, Pennsylvania. 2.1 Purpose of Report This FY 2015 Annual Engineering Consultant’s Report (Report) has been prepared in compliance with the requirements adopted December 23, 1985 of the City of Dover Electric Bond Resolution (Resolution). Burns & McDonnell was retained by the City as the Engineering Consultant defined in Section 705 of the Resolution, as follows. “The City covenants that it will, for the purpose of performing and carrying out the duties imposed on the Engineering Consultants under the provisions of this Resolution, employ an independent engineer or engineering firm or corporation having a nationwide and favorable repute for skill and experience in such work.” The required scope of the Report is described in Section 504 of the Resolution, as follows. “The City covenants that it will cause the Engineering Consultants employed under the provisions of Section 705 of this Resolution . . . to make an inspection of the Electric System at least once each fiscal year and . . . to submit to the City Manager a report setting forth (a) their findings whether the properties of the Electric System have been maintained in good repair, working order and condition and whether they have been operated efficiently and economically and (b) their recommendation as to (vi) the proper maintenance, repair and condition of the Electric System during the ensuing fiscal year and a estimate of the appropriations which should be made for such purposes, (vii) the insurance to be carried under the provisions of Article VII of this Resolution, (viii) the amount that should be deposited during the ensuing fiscal year to the credit of the Improvement and Extension Fund for the purposes set forth in Section 510 of this Article, (ix) the extensions, improvements, renewals and replacements which should be made during the ensuing fiscal year, and City of Dover, Delaware 2-1 Burns & McDonnell

FY 2015 Engineering Consultant’s Report Introduction (x) any necessary or advisable revisions of the electric rates.” 2.2 Organization The Electric Utility Director is responsible for the overall management of the Electric Utility Division. Mr. Harry Maloney is the current Electric Utility Director for the Electric Division. The Electric Director oversees the day-to-day operations of the Electric Division and manages the Division’s staff. The Director also provides oversight of the production plant budget, monitors the contracts of the energy coordinator and the power generation operator/manager, and is responsible for North American Energy Services Corporation (NAES Corporation) contracts and oversight. The Electric Division is organized into four separate operating sections. Descriptions of the current Electric Division sections are provided below. Administration Section – Administration provides the overall management of the Electric Division’s Engineering and Transmission & Distribution Sections. This section performs all planning and budgeting, monitors all construction projects, administers all power supply and generating station operations agreements, and coordinates with customer service and public relations for the Electric Division. Electric Engineering Section – Electric Engineering provides design, specifications, construction management, and project inspection for all capital investment projects of the Electric Division. This section also develops and maintains maps, plans, and specifications, as well as engineering standards for construction and maintenance of the Electric System. The group formerly known as the System Operations Section has been reorganized as part of the Electric Engineering Section. This group is responsible for the operation of a 24/7 system operations control center and is comprised of the System Operators Crew Leader and the Operators. Transmission & Distribution Section – Transmission & Distribution constructs, operates, and maintains the overhead and underground electric systems and fiber optic communication facilities. This section installs and maintains all electric metering, as well as street and security lighting. This section also investigates and resolves customers’ power supply problems and oversees the work of tree trimming contractors. Figures 2-1 through 2-3 provide organizational charts illustrating the staffing hierarchies of the various sections in the Electric Division. The number of individuals in each position is indicated as appropriate. Electric Division staff totaled 37 at the time this report was issued. City of Dover, Delaware 2-2 Burns & McDonnell

FY 2015 Engineering Consultant’s Report Introduction Figure 2-1: Organization City Manager Electric Director (1) Administration System Electric Electric T&D (2) Operations (4) Engineering (8) (22) Figure 2-2: Administration Section Administration Administrative Assistant (1) Account Clerk II (1) Figure 2-3: Electric Engineering Section Engineering Services & System Operations Supervisor System Ops. Substation Engineering Electrical Electric Crew Leader Tech Crew Crew Leader Engineer (1) Draftsman (1) (1) Leader (1) (1) Engineering System Substation SCADA Tech Fieldworker Operators (4) Tech (2) (1) (1) City of Dover, Delaware 2-3 Burns & McDonnell

FY 2015 Engineering Consultant’s Report Introduction Figure 2-4: Electric Transmission & Distribution Section Electric Transmission & Distribution Line Crew Superintendent (1) T&D Lineman Crew Electric Meter Groundworker Engineering Leader 1st Tech Crew (2) Coordinator (1) Class (3) Leader (1) Lineman 1st Lineman 2nd Linemand 3rd Electric Meter Class (8) Class (3) Class (3) Tech (1) The subsequent sections of the Report provide a discussion of the required reviews and inspections conducted pursuant to Section 504 of the Resolution. Section 3.0 describes the assessment of the Electric System and its condition. Section 4.0 presents the financial results for the Electric Division, including an analysis of the adequacy of revenues provided by the electric rates. Section 5.0 summarizes the conclusions of Burns & McDonnell regarding the operation and maintenance of the Dover Electric System. City of Dover, Delaware 2-4 Burns & McDonnell

3.0 – ELECTRIC SYSTEM OVERVIEW AND ASSESSMENT

FY 2015 Engineering Consultant’s Report Electric System Overview and Assessment 3.0 ELECTRIC SYSTEM OVERVIEW AND ASSESSMENT 3.1 Electric System Overview The Electric System owned by the City primarily consists of a production plant, transmission plant, distribution plant, general plant facilities, and construction work in progress. Table 3-1 displays the year- end balances of the various plant components for FY 2013 through FY 2015. Table 3-3itemizes the specific capital investment plan projects and anticipated expenditures included in the FY 2016 budget. Table 3-1: Year-End Plant in Service FY 2013 FY 2014 FY 2015 Capital assets, not being depreciated Land $ 1,458,066 $ 1,458,066 $ 1,458,066 Construction in progress 1,338,909 1,690,462 2,364,099 Total capital assets, non-depreciable $ 2,796,975 $ 3,148,528 $ 3,822,165 Capital assets, being depreciated Buildings $ 17,619,349 $ 17,666,269 $ 17,675,949 Production 65,040,049 65,913,284 66,561,061 Transmission 34,010,686 35,084,087 35,899,287 Distribution 61,752,469 62,388,947 63,392,975 Administration 1,743,754 1,743,754 1,743,754 Vehicles 625,876 645,747 607,949 Total capital assets, being depreciated $ 180,792,183 $ 183,442,088 $ 185,880,975 Less accumulated depreciation for: Buildings $ (11,795,879) $ (12,172,080) $ (12,576,076) Production (42,682,428) (44,002,794) (45,423,777) Transmission (11,537,017) (12,776,190) (14,045,341) Distribution (26,832,246) (28,382,673) (29,742,291) Administration (1,316,532) (1,427,205) (1,536,190) Vehicles (481,527) (517,428) (482,121) Total accumulated depreciation $ (94,645,629) $ (99,278,370) $ (103,805,796) Total capital assets, being depreciated, net 86,146,554 84,163,718 82,075,179 Total capital assets, net $ 88,943,529 $ 87,312,246 $ 85,897,344 In FY 2015, the Electric System experienced an increase in the annual system peak demand and a decrease in annual energy sales from the previous year. The Electric System experienced its peak at 4 p.m. on July 2, 2014 of 158.2 MW; a decrease of 6 MW from the previous year. For the year, 715 GWh of energy were sold; a decrease of 0.82 percent from the preceding year. The Electric Division projects energy sales in FY 2016 to total 715 GWh, showing constant energy sales from 2015. The Electric Division expects annual energy sales to grow moderately from FY 2016 through FY 2020. City of Dover, Delaware 3-1 Burns & McDonnell

FY 2015 Engineering Consultant’s Report Electric System Overview and Assessment 3.1.1 Production Plant The City owns two plants, the McKee Run and VanSant generating stations. McKee Run consists of three steam turbine generating units with a total combined capacity of 136 megawatts (MW). VanSant is a 39- MW simple-cycle combustion turbine unit. Generating units 1 and 2 from McKee Run station are currently scheduled to be retired in June 2017. NAES Corporation operates the generating plants. The organizational structure of NAES has changed based on the city’s request and general operating requirements. The agreement between the City and NAES Corporation has been in effect since July 1, 2006. The Engineering Consultant’s observations regarding the generating stations and units are described later in this section of the Report. Effective July 1, 2011, the City entered into an Energy Management Agreement with The Energy Authority, Inc. (TEA) to manage the sales associated with the production plants; the Electric Division’s first contract with TEA. TEA also assists the City with its energy procurement, energy sales, purchase of fuels, establishment and management of risk policies, the development and management of hedging protocols and related energy procurement challenges. 3.1.2 Transmission and Distribution Plant The service area includes 234 miles of overhead lines, 271 miles of underground lines. Five Electric Division customers take service off of the 69-kV transmission system. These customers include the Dover Air Force Base, Kraft, Proctor & Gamble, and NRG Energy Center (NRG). NRG is an exempt wholesale generator that sells power that must be transmitted through the City’s transmission system to third party purchasers. When the NRG plant is not operating the Electric Division provides power for the plant site. The Electric Division has two contracts for providing transmission service through the Electric System. The Electric Division provides transmission service to NRG for the output of its 16 MW electric generator. The Electric Division also has a point-to-point contract for the output of an NRG Combustion Turbine which ties directly to the Kent Substation and is not part of the Dover transmission system. 3.1.3 General Plant The general plant category consists primarily of Electric Division administrative and operations facilities, and pollution control-related equipment at McKee Run and VanSant. The agreement with NAES Corporation stipulates NAES Corporation manage the operation and maintenance of the facilities while the City funds all replacements and upgrades required for maintaining the capability of the two generating City of Dover, Delaware 3-2 Burns & McDonnell

FY 2015 Engineering Consultant’s Report Electric System Overview and Assessment stations. The City is also responsible for the costs of compliance with new regulations promulgated. Other types of items included in the general plant category include office furniture and equipment, computer- related equipment, transportation and power-operated equipment, and communication equipment. Burns & McDonnell did not specifically assess the items in the general plant category for this Report. 3.2 Production Plant Assessment Burns & McDonnell made observations and conducted assessments of the Electric System assets in support of the development of this annual Engineering Consultant’s Report. On March 4, 2016, Mr. Ted Kelly of Burns & McDonnell met with representatives of NAES Corporation to discuss the condition of the McKee Run and VanSant generating stations. Mr. Don Mordus, the Plant Manager, coordinated the visit. Mr. Kelly also met with Jacob Aucoin, the Plant Engineer during the visit. The findings of Burns & McDonnell from the assessment of the City’s production plant assets are documented herein. 3.2.1 Production Plant Operations McKee Run consists of three units. Units 1 and 2 were originally coal-fired units, which began operations in 1961 and 1962, respectively. In 1972, these units were converted to burn No. 6 fuel oil. Units 1 and 2 each have rated capacities of 17 MW. Unit 3 began operations in 1975 and was designed to fire No. 6 fuel oil and natural gas. Unit 3 has a rated capacity of 102 MW. In FY 2008, the City began work to convert all three units at McKee Run to burn No. 2 fuel oil in order to reduce pollution from the plant. The necessary upgrades and new equipment were installed allowing each of the units to burn both natural gas and No. 2 fuel oil. VanSant consists of a simple cycle combustion turbine with a rated capacity of 39 MW. This unit commenced operation in 1991. An inlet fogging system was installed in the spring of 2015 and capacity testing performed in June 2015 proved a 6 MW increase in unit capacity. VanSant remains unmanned, except when it is dispatched into service. On the occasions when the unit is dispatched, personnel from McKee Run travel to VanSant to startup and operate the unit until the unit dispatch is released by PJM. There is an action item to restore remote start capability to allow the unit start time to be reduced to 15 minutes, currently the transmission operator is asked to allow 1 hour for starting time because the VanSant site is not manned. A remote start capability for this unit would improve the dispatch starting time and increase unit run hours for quicker response to area transmission needs. 3.2.1.1 Management and Organization Station management is well organized and knowledgeable. Personnel take a logical approach to the operation and maintenance of the generation facilities. Mr. Don Mordus serves as the Plant Manager. The City of Dover, Delaware 3-3 Burns & McDonnell

FY 2015 Engineering Consultant’s Report Electric System Overview and Assessment management/leadership team consists of eight positions including Mr. Mordus’ position. The Administrative Manager, Plant Engineer, Compliance Coordinator, and Materials Coordinator, all report directly to Mr. Mordus. (Note: there will be retirements in the leadership team in the next couple of years.) One Operations Supervisor position is currently open at the plant. The open Operations Supervisor position is part of the management/leadership team but will not be filled. (Note: Three new operators have been hired in calendar year 2015.) The Plant Engineer oversees and assists with plant operations and engineering compliance. He works closely with the Maintenance Supervisor and three Operations Supervisors to ensure all plant parameters are observed and equipment can be operated per the OEM operating procedures. He provides engineering review for plant modifications and the management of change program. When fully staffed, each operations team consists of a supervisor and three operators working 12-hour rotating shifts. The maintenance team consists of a supervisor and five employees working eight-hour shifts. The operations and maintenance hourly personnel are all union employees. The relationship between the union and management was reported to be excellent. McKee Run is currently at a staff level of 28 employees, with 32 approved positions. 3.2.1.2 Major Equipment Operations and Maintenance In general, the generation facilities appear to have been properly operated and maintained, and in good condition as evidenced by the high availability of the units. The generation facilities are dispatched sparingly and operate primarily as peaking units. As such, the individual units incur a low annual capacity factor. Table 3-2 summarizes the major FY 2015 operating statistics. City of Dover, Delaware 3-4 Burns & McDonnell

FY 2015 Engineering Consultant’s Report Electric System Overview and Assessment Table 3-2: FY 2015 Generating Plant Operating Statistics FISCAL YEAR 2015 OPERATING STATISTICS City of Dover Electric Division Rated Net Net Heat Capacity - Production - Net Capacity Rate Number of Unit MW kWh Factor Btu/kWh Starts VanSant 39 2,249 0.66% 13.079 15 McKee Run Unit 1 17 248 0.17% 15.253 3 Unit 2 17 234 0.16% 13.916 5 Unit 3 102 23,938 2.68% 13.855 40 Total 175 26,669 1.72% 13.592 63 Forced Outage Operating Service Availability Unit Hours Hours Factor Factor VanSant - 68.8 0.79% 58.64% McKee Run Unit 1 203.4 31.0 0.35% 56.31% Unit 2 282.0 35.1 0.40% 55.42% Unit 3 273.7 532.2 6.07% 53.44% Total 759.1 667.1 7.62% 55.95% The large amount of time that units are not operating allows for maintenance and repair of the units. As a result, the FY 2015 overall equivalent availability factor for the generation facilities averaged 55.95 percent. Low net capacity factors are offset by PJM capacity credits. In FY 2015, $15.1 million of PJM capacity credits helped cover the entirety of purchased capacity costs. PJM capacity credits are expected to continue to offset significant portions of system capacity costs in FY 2016 and beyond. 3.2.1.3 O&M Management System Maintenance activities are organized, planned, and managed using MP2tm by CMMS Data Group, a computer-based management system. All three major categories of maintenance activities (corrective, preventative, and predictive) are electronically managed by MP2tm. The city is getting better use of the system and is improving on their outstanding work orders, reducing from approximately 400 to close to 100. For corrective maintenance activities, any station operator or mechanic can enter a work order into the system at any terminal on the Station local area network (LAN). A supervisor reviews the request, turns it into a work order, and assigns a priority according to a predetermined categorization. The work order is City of Dover, Delaware 3-5 Burns & McDonnell

FY 2015 Engineering Consultant’s Report Electric System Overview and Assessment planned, parts are ordered, and then the work order is assigned to an operator or maintenance technician for completion once the material has been received. This system is also used to manage and track preventative maintenance activities that follow a schedule. Changing filters, and turning on and off heat tracing are examples of preventative maintenance. Predictive maintenance activities practiced include oil analyses, vibration testing, and infrared surveys. Portable vibration testing equipment is used at the Stations to improve the frequency of and capabilities to trouble- shoot rotating equipment. This technology allows personnel to identify problems and take corrective actions before equipment failure can occur. In FY 2015, the City started or planned several general upkeep items to the plants as well as initiating several larger items. Starting in FY2016, the plant will be winterized to keep the temperature above 40 degrees Fahrenheit to shorten the time to reach full capacity. The power plant is also working to reinstate the remote start capability of the VanSant unit in order to allow quicker dispatch time, improve PJM’s dispatch of the combustion turbine and earn better revenue ultimately to comply with market requirements and the PJM Capacity Performance program. 3.2.1.4 Safety “Safety First” is an overall theme and attitude of the Electric Division. Near-miss incidents are documented, reviewed, and corrective follow-up actions are taken as required with an employee-run safety committee actively in place. This committee conducts monthly safety meetings, completes safety equipment inspections, and defines and implements tasks to improve safety in all areas. Members of the safety committee complete periodic visual inspections of employee work activities utilizing an observation checklist to detail their findings. Recorded observations are discussed and infractions corrected. Safety is the first topic discussed at all meetings at the generating plant, prior to the start of each meeting a “safety moment” is discussed, before the morning management meeting and at the beginning of each shift turnover. An indoctrination video emphasizing safety is shown to all visitors when entering the Station. Mr. Mike Benkert, Senior Project Manager – Safety, reported an accident in January 2015 when an employee slipped on ice at the VanSant facility. The incident resulted in a broken ankle and 6 months off work for rehabilitation. The ice buildup was on a walkway sloped towards the building allowing a pooling of water and ice formation in cold weather. The walkway was replaced in the summer of 2015 and sloped for proper rain and water run off to preclude a repeat of this incident at the VanSant site. The updated lost time accident rate for the City of Dover generation plant is 3.67. The Plant Manager has made a strong City of Dover, Delaware 3-6 Burns & McDonnell

FY 2015 Engineering Consultant’s Report Electric System Overview and Assessment commitment to improving the safety culture to reduce or eliminate recordable accidents at the sites through a NAES Safe approach and focus of all employees. 3.2.1.5 Training The required annual OSHA compliance training is completed and documented for each employee. A formal two-day employee orientation program is required for all new employees. This orientation covers a multitude of subjects from employee benefits to a review of the various Station operating manuals. For operator training, the Employee Development and Qualification Program (EDQP) was established prior to 2002. EDQP is a formal program for training operators to progressively advance to positions with additional responsibilities. The training program is a combination of a self-paced and instructor-led learning. In addition to the above programs, cross training of various disciplines also occurs. An example of cross training would be plant operators training with maintenance staff. NAES has replaced the EDQP program with the standard NAES Training Manual, it is made up of qualification levels more applicable to the specific technology operated at the City of Dover utility. NAES has implemented the new training manual qualifications procedure in 2015 an all new employees are being trained according to this training program. As current employees complete their existing EDQP qualification level they are shifted in to the NAES TMP Manual program. Plant staff receive environmental and safety training online via the GPi Learning website. The training includes tutorials and exams to ensure comprehension of the subject matter. Plant manuals, meetings, and lessons learned offer additional safety training topics. The plant staff also performs safety stand downs based on industry events, lessons learned and best practices that occur in other NAES operated facilities and the industry at large. Plant staff continues to receive appropriate operator certification training for the Pennsylvania New Jersey Maryland Interconnection (PJM) market. This training will continue in the future and is funded by the City to ensure their operators are knowledgeable and conform to the PJM required operator directions when required. The plant also performs, plans, and schedules continuing education training on a regular basis for certified PJM plant operators. Non-certified operators are also encouraged to attend this training to help them prepare for operator certification which is an expectation of all operators by their 18 months anniversary at the generation plants. In FY2015, all plant operators without the operating certification from NAES were required to attend training courses to prepare them for completing the PJM certification. City of Dover, Delaware 3-7 Burns & McDonnell

FY 2015 Engineering Consultant’s Report Electric System Overview and Assessment 3.2.1.6 Capital Improvements The following table describes 2016 fiscal year on-going and planned Capital Expenditures for the system. The table is organized into three categories, completed, on-going, and planned improvements to the City’s assets: City of Dover, Delaware 3-8 Burns & McDonnell

FY 2015 Engineering Consultant’s Report Electric System Overview and Assessment Table 3-3: Fiscal Year 2016 On-going/Planned Capital Expenditures Production McKee Run & VanSant Preservation of Structures $ 215,000 McKee Run Building Equipment Replacements 42,000 Unit 3 Software & Computer Upgrades - CEMS 44,500 Unit 3 Stack Repairs 485,000 Unit 3 Boiler Systems 42,000 Unit 3 Auxillary System Components 135,000 Unit 3 Cooling Water Line Replacement/Repairs 469,000 VanSant Software & Computer Upgrades - CEMS 44,500 VanSant Component Replacements 21,000 Safety & Compliance Improvements 157,000 Subtotal Electric Generation Division $ 1,655,000 Transmission & Distribution New Developments - UG Transformers $ 1,872,000 New Developments - UG Conductors/Devices 450,000 DNREC R&R Metering 41,000 Public Works Wetland Project 78,000 Washington Street Lights 40,000 NBR Properties, LLC 19,000 Vehicles, Trucks & Equipment 387,600 Subtotal Electric Transmission Division $ 2,887,600 Electric Engineering Townpoint Distribution Upgrades $ 350,000 Oak Grove Trailer Park Distribution Upgrade 78,500 Lakeland Laurel Point - Distribution Upgrade 63,000 Rt 8/ Mifflin Road Crossing - Distribution upgrade 51,500 Rt 8/ Taps - Distribution upgrade 38,500 Townsend Brothers - Distribution upgrade 14,500 Persimmon Tree Apartments - Distribution upgrade 62,000 North Street OH to UG (Governots to Queen) 100,000 Dover East Estates - Distribution Upgrade 130,000 Lighting Project and Rehabilitation 67,000 Satellite Syncrhonized Substation Clocks 30,000 Horsepond Road URD - Distribution Feeders 67,000 Transmission Line Maintenance Program 75,000 Distribution Capacitors - Overhead 25,000 Distribution Capacitors - Underground 25,000 Frazier Substation Reliability Upgrade (900 Circuits) 10,000 Horsepond SS to Cartanza 69kV Rebuild 255,500 69kv Substation Cable Replacement North Street 50,000 Weyant Hall Roof Refurbishment 201,800 Dover Air Force Base Substation Relocation 30,000 Subtotal Electric Engineering Division $ 1,724,300 Total Planned Capital Investment Projects $ 6,266,900 City of Dover, Delaware 3-9 Burns & McDonnell

FY 2015 Engineering Consultant’s Report Electric System Overview and Assessment 3.2.2 McKee Run Condition Assessment The following is a summary of the condition assessment of major equipment at McKee Run as presented by the NAES corporation staff. Units 1 and 2 will be decommissioned in 2017; therefore, major maintenance and capital projects have been and will be limited for these units in the near future. Burns & McDonnell made no internal assessments of equipment during the facility tour. XL Insurance completes inspections of the Electric Division production facilities on an annual basis. After each inspection the insurance provider issues a report detailing its risk reduction recommendations. Burns & McDonnell received the insurance inspection report from XL Insurance conducted on February 24, 2016. The report indicates that there were no major incidents in all units during 2015. However, 2015 oil sample analysis of unit 3B forced draft fan outboard bearing was rated critical due to incorrect oil viscosity and elevated particle counts. The oil sample analyses of unit 1 forced draft fan motor inboard bearing, unit 1 induced draft outboard bearing, unit 2 forced draft fan motor inboard bearing, unit 3A induced draft fan motor inboard bearing, and unit 3 main turbine were rated marginal due to high particle count. 3.2.2.1 Steam Turbines/Generators The steam turbines and generators for VanSant and McKee Run Units 1 and 2 were reported to be in satisfactory condition with no major problems. No inspections, planned maintenance or upgrades were completed on Units 1 and 2 during the 2015 outages. During the spring 2014 outage, Unit 3 was dismantled and inspected. Erosion was detected in some places and steps were taken to mitigate. The unit experienced the same vibration issues that were historical on the unit during the startup process after the spring outage. The contractor was dissatisfied with the unit operation and the unit had a rub. The decision was made to go back into the unit and found that the turbine end packing housing was misaligned .050” in the turbine casing and corrected the problem by having the gland box machined for proper alignment and proper gland packing operation without the “rub”. The rotor growth was causing the packing to “rub” and wear. Post work testing of the unit after the gland packing box machining revealed that the vibration issue was resolved. The rotor would grow without rubbing and the vibration issue was resolved. City of Dover, Delaware 3-10 Burns & McDonnell

FY 2015 Engineering Consultant’s Report Electric System Overview and Assessment 3.2.2.2 Boilers and Auxiliaries Boiler inspections are conducted every year on each of the boilers. The annual inspections typically include the inspection and cleaning of the major boiler components, including the mud and steam drums, the forced draft and induced draft fans, the wind box, condenser water box, condenser tubes, hot well, air preheater components, and safety valves. During the spring 2014 outage, piping maintenance and replacements earned the most attention at Unit 1 in addition to typical planned inspections and maintenance on all units. Unit 2 repairs were primarily piping focused as well. Ash and debris was cleared from Unit 3 and a leak was found and repaired. No adverse conditions, controls, or operational concerns were reported during the 2014 fall outage at Units 1 and 2. During that outage the neutralization pit liner was replaced, new insulation and lagging was installed on the high energy piping, and leaking tubes were replaced all on Unit 3. Additionally, a grating and cover will be added. During February 2015, there was a severe cold weather event which caused problems for the plant equipment, those problems were all corrected, as stated previously, through winterizing the plant and keeping it above 40 degrees during the winter months. In addition, the chemistry issues have been addresses and corrected. There is a higher focus on maintaining boiler water chemistry to mitigate boiler tube failures and improve oiler water chemistry overall. 3.2.2.3 Station Cooling Water Systems The Station has split cooling water systems with one system serving Unit 1 and Unit 2 and a separate system serving Unit 3. Projectile tube cleaning was completed on the Unit 1 and Unit 2 condensers during the spring FY 2011 outage. All the tubes in each unit were cleaned utilizing the scraper blade plug method. Samples were taken from the tube cleanings and retained for inspection. No leaks were detected in the expansion joint or condenser tubes. Each condenser box was cleaned. A significant Unit 3 cooling tower project was completed in CY 2014. This project included the change out of a number of columns in the tower, work on the hot deck, and balancing of water flow. The cooling water systems are reported to be sufficiently sized and in satisfactory condition, with no major issues reported at the time of this Report. 3.2.2.4 Fuel Handling Systems Natural gas is delivered to the Station via a 4-inch pipeline for Unit 1 and Unit 2 and in a 10-inch diameter pipeline for Unit 3. No. 2 fuel oil is delivered to the Station by truck and unloaded into tanks. Forwarding pumps deliver the fuel oil to each of the units. No major fuel projects were reported to be completed in FY 2015 but they will be inspecting and replacing fuel hoses as needed. City of Dover, Delaware 3-11 Burns & McDonnell

FY 2015 Engineering Consultant’s Report Electric System Overview and Assessment 3.2.2.5 Water Treatment/Steam Purity Quality control parameters for boiler feed-water, internal boiler water, cooling tower water, and steam purity are checked at a minimum of twice per day when systems are operating. Results are recorded and graphically compared to control limits. Adjustments are then made as required. Boiler feed water is treated city water (well water from the City) using a regenerative ion resin demineralizer system, along with deaeration for oxygen control. Boilers 1 and 2 use a coordinated phosphate control for boiler internal purity control and Boiler 3 uses a balanced trisodium phosphate and disodium phosphate within a narrow pH range. A deep-bored water well was installed to provide water in addition to the City supplied water. City water has a high chlorine level which may exceed the Station permitted limits. By combining City water with the well water, the chlorine levels can be maintained at the permitted limits. Water for cooling tower makeup is also obtained from City water. The primary control parameter is silica concentration. Blow down is adjusted as required to maintain control. The City received an industrial waste water permit from Kent County to be able to discharge cooling water to the sewer system. No major water treatment issues were reported at the time of this Report. Steam purity is not continuously monitored. Samples are taken at least twice daily and tested for pH, conductivity, and silica. There have not been any problems with steam purity. Annual inspections of the boiler drums and separation internals have verified that these systems are intact and operating properly. In FY 2015, the station did not experience any internal corrosion related failures, steam path deposits, or excessive condenser fouling. Condor Technologies provides water treatment consulting services and chemicals. A representative visits the Station periodically to review test data and check chemical usage rates. No major issues were reported at the time of this Report. 3.2.2.6 Station Electrical Systems Overall, Station electrical systems and transformers are considered to be in satisfactory condition. A condition assessment of the generation facilities’ transformers was conducted in 2014 by TJ/H2b Analytical Services. Oil inspections and analyses were conducted. The inspector recommended that normal operation continue for all the transformers at the plant; however, heating was indicated at two of the transformers. The City has a contract with an environmental consultant to check each substation for oil leaks and to provide instruction on cleaning up in the event of an oil spill. Oil sampling is now completed twice per year on the generator step-up transformers (GSUs). Based on the 2012 XL Insurance annual inspection, there are still no sprinkler protection or blast walls for GSU’s 1-3. In 2012, the city had blast walls installed between Units 1 and 2 auxiliary transformers as City of Dover, Delaware 3-12 Burns & McDonnell

FY 2015 Engineering Consultant’s Report Electric System Overview and Assessment recommended in the insurance report. This item has since been closed per the insurance company. All plant transformers are examined annually. In 2015, all breaker relays, CTs, and PTs were tested by Cameo. 3.2.2.7 Station Control Systems Unit 1 and Unit 2 controls are electro-pneumatic. Unit 3 controls are a distributed control system (DCS). In general, the station control systems are considered to be in satisfactory condition. The Unit 1 and Unit 2 control systems are outdated but perform satisfactorily. All relays have recently been inspected at both McKee Run and VanSant for North American Electric Reliability Corporation, PJM Interconnection and Mid-Atlantic Area Council compliance. The electro hydraulic control system was modified to become a primary/primary system in 2013. In 2013 additional control wiring was installed to upgrade the Unit 1 and Unit 2 gas control system. No additional controls upgrades or issues to report for FY 2014. 3.2.2.8 General Facilities No major projects or improvements were completed to the General Facilities in FY 2015 other than installing building heaters and routine maintenance and repairs. In general, the station facilities appeared clean and well maintained during the site visit. 3.2.3 VanSant Condition Assessment The following is a summary of the condition assessment of major equipment at VanSant as presented by the NAES corporation staff. Burns & McDonnell made no internal assessments of equipment during the facility tour. In general, the unit is operated infrequently, but is well maintained. The VanSant unit has the capability of black starts. The unit does not currently have remote start capability. The Title V permit requires that the station be manned within 15 minutes of stating the unit and when the unit is operating. An operator travels to the site and performs a twice daily walk down of the unit with a checklist of items to review and the walk down results are logged. XL Insurance completes inspections of the Electric Division production facilities on an annual basis. After each inspection the insurance provider issues a report detailing its risk reduction recommendations. The lone recommendation for VanSant following the FY 2012 inspection addressed safety. XL Insurance recommended the installation of gas detection equipment at the plant. A gas detection system has been installed. The gas detectors will activate the fire suppression system and alarm to the central control system. No other major repairs or upgrades were made at VanSant in FY 2013. No new recommendations were made in 2015. However, 2015 oil sample analysis of VanSant turbine was rated marginal due to City of Dover, Delaware 3-13 Burns & McDonnell

FY 2015 Engineering Consultant’s Report Electric System Overview and Assessment high particle count. During the spring outage in 2016 the unit is scheduled to have the lube oil sump cleaned and inspected by Total Lubrication and inspected which will resolve the high particulate count. A capital project was completed on the exhaust stack and the D1 water tank was cleaned in FY 2014. NAES Instrument, Control and Electrical (IC&E) Technicians completed four recommended General Electric Technical Information Letters (TIL) projects for VanSant Unit 11 in the spring 2014 outage as shown below: 1. Annual TIL 1004-2R1 (IGV’s and first stage corrosion/pitting inspection) 2. Annual TIL 1068-2R1 (IGV’s bushing inspection) 3. Annual TIL 1132-2 (IGV thrust washer corrosion inspection) Spring 2014 inspections indicated normal wear on the unit and minor maintenance was completed. During the fall 2014 outage, several minor projects were identified and will be completed at the time of the next major project on the unit. No issues were reported. Every five years, the fuel tanks are inspected for rust and corrosion for leak prevention. The scheduled inspection was completed in June 2015. PM Tasks were developed in the CMMS to perform 5 year inspection next due in 2020 and a 15 year API 653 Ultrasonic shell inspection in 2030. Remote start of the VanSant unit is currently being discussed with the OEM for restoration. The exhaust plenum work will be completed in FY 2016. A weekly diesel start is performed at the site to improve starting reliability of the diesel starting engine. A unit full speed 30-minute no-load test is performed once a month for starting reliability improvements and training purposes, and 26 hours per year has been allocated for the testing of the unit which have little impact on the allowable operating hours (432) under the VanSant Title V diesel engine annual operation 3.2.4 Production Plant Conclusion Based on statements and information provided, as well as the observations and reviews performed, it is the opinion of Burns & McDonnell that the City’s power generation facilities are being operated and maintained consistent with accepted electric utility practice in the United States. In general, the performance, operation, maintenance, staff, planning, and training aspects for the McKee Run and VanSant stations were found to be above average. Specifically, the generation facilities have demonstrated a high level of availability despite the dispatching of the units primarily for peak demand. City of Dover, Delaware 3-14 Burns & McDonnell

FY 2015 Engineering Consultant’s Report Electric System Overview and Assessment 3.3 Transmission and Distribution Plant Assessment On March 3 and 4, 2016, Mr. Ted Kelly visited the City to collect information and to observe the City transmission and distribution system, as operated and maintained by the Electric Division. Mr. Harry Maloney provided information related to the transmission and distribution system. Mr. Maloney also led a tour of the electric transmission and distribution system. Pictures taken of the substations during the inspections are provided in Appendix 3.3.1 Transmission and Distribution Plant Operations The Electric Division distributes power to its customers by a network of transmission lines, distribution substations, and distribution lines. The transmission lines are rated at 69 kV and are connected to fifteen distribution substations located throughout the service area. The distribution substations reduce the power from transmission voltages to the primary distribution voltages of 12 kV to facilitate distribution of electric power to customers. 3.3.1.1 Operations and Maintenance The Electric Division has a SCADA system that is monitored continuously for any problems that may arise in the Electric System. The main control room has two system operator desks and a large screen where system operating information is displayed. System operators can monitor the Electric System operation, such as voltage levels, current flows, etc. and make necessary adjustments as problems arise. The systems operators have received some PJM training, but are not required to be certified as Delmarva Power is the controlling agency. Loading on substation transformers used for an emergency, a switching operation, or maintenance is limited to 120 percent of the rated capacity, followed by a twelve-hour cool-down period. The Electric Division has eight line crews and two ground workers to work on the system. Four crews are responsible for overhead lines, four crews are responsible for underground lines, and one crew is responsible for maintenance. The primary responsibilities of the eight line crews are installation of new service connections and construction of new lines. The trouble crew maintains the street lights, repairs underground services and is the first responder to outages. Tree trimming is contracted out and is no longer performed by the Electrical Division; however, performance of the contractor is monitored by the Line Crew Superintendent. The Substation/Relay Maintenance Division is responsible for operation and maintenance of the substations and associated equipment. Visual inspections of substations, associated equipment, trip counter checks and battery systems checks are performed regularly. The Substation/Relay Maintenance City of Dover, Delaware 3-15 Burns & McDonnell

FY 2015 Engineering Consultant’s Report Electric System Overview and Assessment Division is also responsible for contractor oversight during annual transformer condition assessments including annual oil testing. TJ/H2b Analytical Services completed the annual transformer condition assessments in February 2011. No abnormal gas was indicated and since the oil condition was within acceptable parameters, TJ/H2b recommended the continuation of normal operation. The City has a contract with an environmental consultant to check each substation for oil leaks and to provide instruction on cleaning up in the event of an oil spill. The City contracts with an outside firm to inspect and chemically treat each wood pole in the Electric System every ten years. This is accomplished by awarding a five-year contract to spread out the expenses. Pole treatments were completed in May of 2013. Dover treated and inspected over 760 poles during 2013, of which, only one pole was rejected resulting in a 99.9 percent pass rate. 3.3.1.2 Design Standards and Specifications The Electric Division designs the transmission and distribution circuits and some substation upgrades in conformance with national safety standards. Other substation and transmission design is contracted to Pike Electric, Inc. The underground distribution design utilizes road or alley front access construction. This design means the electrical equipment, such as transformers and underground cable, are installed beside the road instead of behind houses or buildings. The advantage of front access construction is the accessibility for maintenance and repairs to cable and electric equipment. The underground cables are installed in polymerized vinyl chloride pipe for added protection and for easy cable replacement. The Electric Division installs jacketed, concentric cable that is rated at 15 kV, with 133 percent ethylene propylene rubber insulation. The standard overhead distribution design utilizes a flat construction with a single cross-arm and insulators on 45-foot class 2 poles. Typically all electrical equipment locations have ground rods installed with measured readings of 25 ohms or less. The substation design is generally a low-profile rigid bus design. The circuit breakers are SF6 gas-filled and the relays are microprocessor based with SCADA control and monitoring. City of Dover, Delaware 3-16 Burns & McDonnell

FY 2015 Engineering Consultant’s Report Electric System Overview and Assessment 3.3.1.3 System Reliability The Electric Division provides for reliability of its distribution system by configuring a majority of its distribution circuits in primary open loop arrangements, improving existing circuits, and installing adequate substation transformer capacity. Normal transformer and line loading are limited to provide sufficient margin to convey firm power requirements during an emergency or a switching operation, or for maintenance. 3.3.1.4 Power Quality The Electric Division does not have any significant power quality problems. The overall power factor for the Electric System is 99.9 percent. Power transformers are equipped with load tap changers that regulate bus voltages at the distribution substations. Distribution transformers are equipped with no-load taps to make voltage adjustments. There are capacitors and voltage regulators on the Electric System that control voltage and vars on the portion of the system furthest away from the current source and generation. The system operators monitor the power factor closely and turn on capacitors or adjust the generation to compensate for low power factors. 3.3.1.5 Safety Mr. Maloney reported to Burns & McDonnell the Electric Division had no lost time in FY 2015 but they did have one small incident of a bruised hand. No other incidents or details were provided for this report. 3.3.1.6 Capital Improvements The following describes completed, on-going, and planned improvements to the City’s transmission and distribution assets: Recently Completed (FY 2012-FY 2015): • Wyoming Avenue - Underground • Pleasonton Acres - Underground • Morris Estates - Underground • Royal Grant - New Underground Service • Dover Downs Switchgear • Lebanon 400 Feeder • Bayside Drive (Persimmon to White Oak Rd) • Distribution System Upgrades - Unidentified • Substation Equipment & Fencing (Division St) • SCADA Master Hardware Replacement City of Dover, Delaware 3-17 Burns & McDonnell

FY 2015 Engineering Consultant’s Report Electric System Overview and Assessment • Transmission Line Maintenance Program • Distribution Feeder Replacement Program • Distribution Capacitors - Overhead • 69-kV Switch Replacement • McKee Run Transformer/Substation Repairs • Frazier Substation Reliability Upgrade (900 circuits) • Substation PT & CT Replacement Program • Updated Platex Feeder, from 4-5MW to 10MW • Substation Battery Replacement • Richardson Circle • Chandelle Airport URD • General Scott Switchgear Garrison Oak Technical Park • Uzin Utz Manufacturing • Playtex/Energizer System Upgrades • Dover Downs Tower • Eden Hill Lights • Family Dollar Store • Route 8/Taps - Distribution Upgrade • Townsend Brothers - Distribution Upgrade • NBR Properties, LLC On-Going: • Capitol Park - Underground • Townpoint Distribution Upgrades • Lighting Project and Rehabilitation • Horsepond Road Substation Reliability Upgrade • McKee Run & State College Road Feeder replacements • GOTP Transmission Line Relocation • Horsepond SS to Cartanza 69-kV Rebuild • 69kv Substation Cable Replacement North Street • New Developments - UG Transformers • New Developments - UG Conductors/Devices • West Dover Connector City of Dover, Delaware 3-18 Burns & McDonnell

FY 2015 Engineering Consultant’s Report Electric System Overview and Assessment • Meadows at Jefferson Terrace • Chestnut Grove Development • Clearview Meadows • Leander Lakes • Meter Replacements & System upgrades Planned (through FY 2020): • Distribution System Upgrades - Unidentified • Oak Grove Trailer Park Distribution Upgrade • Lakeland Laurel Point - Distribution Upgrade • Rt. 8/ Mifflin Road Crossing - Distribution Upgrade • Persimmon Tree Apartments - Distribution Upgrade • North Street OH to UG (Governors to Queen) • Dover East Estates - Distribution Upgrade • Satellite Synchronized Substation Clocks • Horsepond Road URD - Distribution Feeders • Transmission Line Maintenance Program • Distribution Capacitors - Overhead • Distribution Capacitors - Underground • Frazier Substation Reliability Upgrade (900 circuits) • Dover Air Force Base Substation Relocation • System Automation • DNREC R & R Metering • Public Works Wetland Project • Washington Street Lights • Blue Hen Apartments • New K-Mart Building • Ollies Transformer • Winner Volkswagen • Del Homes Warehouse • Clearview Meadow phase 4 • Reed Street Roof • Dover Town Center City of Dover, Delaware 3-19 Burns & McDonnell

FY 2015 Engineering Consultant’s Report Electric System Overview and Assessment • Outback Steakhouse 3.3.2 Transmission and Distribution Plant Condition Assessment The transmission and distribution system assessment included drive-by observations of a sample of the transmission circuits and distribution circuits. Each of the fifteen substations was physically observed during the tour. • McKee Substation • College Road Substation – Plan to replace oil-filled PTs • Dover Downs Substation • Frazier Substation • VanSant Substation • General Scott Substation (North Street) • Division Street Substation – Plan to expand in the future • Mid-City Substation – Three new breakers • Mayfair Substation • St. Joan’s Substation – Fence damaged by a car accident, still needing repair • Cartanza Substation • Horsepond Substation • Danner Farm Substation • Lebanon Substation – New battery set installed In general, the substations appeared to be in acceptable operating conditions. All battery sets in the system substations are less than ten years of age. Mr. Harry Maloney, the Electric Department Director, provided a tour of the substations with Ted Kelly on March 3, 2016. The General Scott Substation has relatively new breakers, and the 12-kV switchgear and controls are scheduled to be upgraded in FY 2016. Horsepond Substation was recently rebuilt which included a three breaker 69-kV system for the 69-kV bus and the substation logic was reprogrammed. Work started in late February 2013 and was completed in November 2014. At the Cartanza Substation, Delmarva has expanded their side of the substation. In the Lebanon Substation work on the capacitor bank has been completed. Maintenance requirement for battery testing has been completed for NERC requirements. The City has recently completed the process of replacing conductor throughout the entire 69-kV system. In addition, the City has invested heavily in its undergrounding program to increase system reliability. City of Dover, Delaware 3-20 Burns & McDonnell

FY 2015 Engineering Consultant’s Report Electric System Overview and Assessment Moving forward, the system will continue to be converted from overhead to underground distribution, but this process has slowed to allow for further evaluation. 3.3.3 Transmission and Distribution Plant Conclusion It is the opinion of Burns & McDonnell that the design, construction, operation and maintenance of the City’s electric transmission and distribution system and the associated facilities are consistent with current generally accepted electric utility standards. In completing Annual Engineering Consultant’s Reports over the past several years, Burns & McDonnell has observed that the City has made appropriate system upgrades and improvements. The City and the Electric Division are proactive in preventative maintenance and expansion of the Electric System before problems arise. City of Dover, Delaware 3-21 Burns & McDonnell

4.0 – FINANCIAL OVERVIEW AND ASSESSMENT

FY 2015 Engineering Consultant’s Report Financial Overview and Assessment 4.0 FINANCIAL OVERVIEW AND ASSESSMENT A review of the financial results of the Electric System for the fiscal year ended June 30, 2015, is provided herein. 4.1 Required Revenue The level of revenues required from the retail electric rates for the Electric Division was determined through the analysis of the financial results and net income or net margins for the most recent fiscal year. The City of Dover, Delaware Resolution Authorizing and Securing Electric Revenue Bonds, adopted December 23, 1985 requires that the Electric Division maintain a debt service coverage ratio of 1.25. The following is an excerpt from Section 502(c) of the resolution. “(c) The total amount of the Revenues of the Electric System during the preceding fiscal year shall have been not less than the total of the following: (3) The Current Expenses of the Electric System during the current fiscal years shown by the Annual Budget . . . for such fiscal year, and (4) One hundred twenty-five percent (125%) of the maximum amount of the Principal and Interest Requirements for any fiscal year thereafter on account of all bonds then Outstanding under the provisions of this Resolution. The City further covenants that, from time to time and as often as it shall appear necessary, it will adjust the electric rates as may be necessary or proper so that the revenues of the Electric System in each fiscal year will not be less than the total of the amounts set forth in subdivision (c) of this section.” 4.2 Electric Rates Customers of the Electric Division are charged for the electric service based on rate schedules, tariffs, or contracts that reflect the costs to the Electric Division of providing that service. For purposes of setting electric rates, customers with similar load and service characteristics should be placed in the same rate classification. A comprehensive cost-of-service and rate design study was completed in 2006 and subsequent rate analyses were completed in 2007 and 2008 to examine revenue requirements and revenue generation. Specifically, the 2006 rate study was conducted to address increased costs associated with a new power supply contract that became effective on July 1, 2006. The rate study recommended combining a number City of Dover, Delaware 4-1 Burns & McDonnell

FY 2015 Engineering Consultant’s Report Financial Overview and Assessment of rate classes and implementing rate increases on July 1, 2006. The 2006 rate study also recommended an additional increase be implemented on January 1, 2007 to cover increased costs associated with operating the generating station. The 2007 and 2008 rate analyses re-examined Electric Division revenues and expenses and recognized additional revisions to power supply costs. As a result of these analyses, additional rate increases were implemented on July 1, 2007 and July 1, 2008. The City retained Burns & McDonnell to conduct cost-of-service and rate design study in 2012 followed by an update in 2013. The 2012 study examined revenue adequacy, revenue responsibility, and revenue recovery for the Electric Division. It scrutinized customer classes and proposed adjustments for demand rate components and corresponding changes to energy charges. In May 2013, the City retained Burns & McDonnell to incorporate updated power supply cost projections, and other updates, into the model it developed as part of the 2012 Study. An update to the model and rates analysis was completed in early 2015 to reallocate costs and redesign rates in order to remain regionally competitive. Electric rates are approved by Council on an annual basis. The current rate classes are listed below. • Residential • Small Commercial (1 Phase, 3 Phase, 1 Phase Heating, Church, and Municipal) • Medium Commercial (1 Phase & 3 Phase) • Large Commercial (3 Phase with Reactive Metering) • Primary • Transmission • Outdoor Development Lighting • Private Outdoor Lighting 4.3 Operating Results Table 4-1 presents a summary of the annual energy sales, the average monthly number of customer accounts, and the annual average kilowatt-hour (kWh) energy per customer of the Electric Division for FY 2013 through FY 2015. Annual energy sales were 723.1 GWh in FY 2015, an increase of 0.3 percent from FY 2014. Energy sales amounted to 720.9 GWh in FY 2014, a 1.2 percent decline from FY 2013. City of Dover, Delaware 4-2 Burns & McDonnell

FY 2015 Engineering Consultant’s Report Financial Overview and Assessment Table 4-1: Annual Sales and Customer Accounts FY 2013 FY 2014 FY 2015 Energy Sales (kWh) Residential 204,759,680 205,302,701 204,121,492 Commercial 232,220,877 230,178,899 233,016,412 Primary 167,144,717 164,218,197 162,698,678 Transmission 119,003,804 114,470,558 115,164,435 Outdoor Lighting 6,704,350 6,724,400 8,109,618 Total Energy Sales 729,833,428 720,894,755 723,110,635 Average Number of Monthly Customers (accounts) Residential 19,990 19,900 20,070 Commercial 3,412 3,412 3,239 Primary 37 37 37 Transmission 4 5 4 Outdoor Lighting 811 811 811 Total Customers Accounts 24,254 24,165 24,161 Energy Usage Per Customer (kWh/cust./yr.) Residential 10,243 10,317 10,170 Commercial 68,060 67,462 71,941 Primary 4,517,425 4,438,330 4,397,262 Transmission 29,750,951 22,894,112 28,791,109 Outdoor Lighting 8,267 8,291 10,000 Average Usage Per Customer 30,091 29,832 29,929 Table 4-2 presents revenues from sales, revenue per kWh ratios, and average revenue per customer ratios for each revenue classification. Total revenue from sales to electric customers in FY 2015 was $78.3 million, representing an increase of $0.15 million, or 0.19 percent from FY 2014. Total revenue from sales to electric customers includes utility tax revenue and power cost adjustment revenue. In FY 2015, the average rate revenue per kWh for residential customers was 12.59 cents and the total average rate revenue was 10.83 cents per kWh. The 2015 national average retail prices of electricity to ultimate customers, as published by the US Energy Information Administration (EIA), were 12.67 and 10.42 cents per kWh for residential customers and across all sectors, respectively. 1 For a state-wide comparison, the EIA summarized the Delaware 2015 average monthly utility-level retail sales of electricity and associated revenue per kWh to be 13.46 cents per kWh for residential customers and 11.21 cents per kWh across all sectors. 2 1 US Energy Information Administration, Table 5.3. Average Price of Electricity to Ultimate Customers Total by End-Use Sector, 2005-December 2015 Data for December 2015, Release Date: February 26, 2015. http://www.eia.gov/electricity/monthly/pdf/epm.pdf 2 US Energy Information Administration, Table 5.6.B. Average Price of Electricity to Ultimate Customers by End- Use Sector by State, Year-to-Date through December 2015 and 2014, Data for December 2015, Release Date: February 26, 2016. http://www.eia.gov/electricity/monthly/pdf/epm.pdf City of Dover, Delaware 4-3 Burns & McDonnell

FY 2015 Engineering Consultant’s Report Financial Overview and Assessment Table 4-2: Annual Revenues and Sales Ratios FY 2013 FY 2014 FY 2015 Revenue Residential $ 28,200,423 $ 25,882,393 $ 25,708,276 Commercial 29,642,803 25,852,554 26,360,222 Primary 17,809,562 15,619,663 15,380,906 Transmission 11,376,866 9,674,084 9,468,043 Outdoor Lighting 1,301,542 1,158,558 1,361,018 Total Revenue $ 88,331,196 $ 78,187,252 $ 78,278,464 Revenue/kWh Residential $ 0.1377 $ 0.1261 $ 0.1259 Commercial 0.1276 0.1123 0.1131 Primary 0.1066 0.0951 0.0945 Transmission 0.0956 0.0845 0.0822 Outdoor Lighting 0.1941 0.1723 0.1678 Total Revenue/kWh $ 0.1210 $ 0.1085 $ 0.1083 Revenue Per Customer Residential $ 1,411 $ 1,301 $ 1,281 Commercial 8,688 7,577 8,138 Primary 481,340 422,153 415,700 Transmission 2,844,216 1,934,817 2,367,011 Outdoor Lighting 1,605 1,429 1,678 Average Revenue Per Customer $ 3,642 $ 3,236 $ 3,240 The Electric Division’s largest cost in providing electric service to its customers in FY 2015 was the wholesale cost of power. The Electric Division purchased power from the PJM Interconnection marketplace through its Energy Manager, TEA. The cost of non-generated power includes energy and demand costs, power supply management expense, PJM charges and credits, generation fuels cost, and capacity charges and credits. The significance of power supply cost to the Electric Division is illustrated in Table 4-3. The top portion of the Table shows net operating revenue as the difference between total revenues generated by the rates and the cost of power supply. 3 The ratios of power supply cost to sales revenues were calculated for FY 2013 through FY 2015. As illustrated, the Electric Division’s power supply cost as a percentage of rate revenue decreased from 73.2 percent in FY 2014 to 63.4 percent in FY 2015. 3 For the purposes of this Report, the phrase “Power Supply” refers to the sum of the costs of power purchased and power generated. This includes plant costs and the cost of fuel. Power Supply also includes any expenses in the CIP Fund that are not capital expenses. The phrase “Purchased Power” refers only to the cost of power purchased from the market and other directly associated costs. City of Dover, Delaware 4-4 Burns & McDonnell

FY 2015 Engineering Consultant’s Report Financial Overview and Assessment Table 4-3: Revenue Margins and Unaccounted for Energy FY 2013 FY 2014 FY 2015 Net Revenue Margins ($) Sales Revenues $ 88,331,196 $ 78,187,252 $ 78,278,464 Power Supply 55,681,251 57,233,726 49,645,951 Net Revenue Margin $ 32,649,945 $ 20,953,526 $ 28,632,513 Net Revenue Ratio 63.0% 73.2% 63.4% Unaccounted for Energy (kWh) Power Supply 752,869,000 762,254,000 756,897,000 Energy Sales 729,833,428 720,894,755 723,110,635 Unaccounted for Energy (Losses) 23,035,572 41,359,245 33,786,365 Percentage 3.1% 5.4% 4.5% Table 4-3 also illustrates the ratio of the amount of energy purchased and delivered to the electric system to total energy sales. This relationship identifies the level of unaccounted for energy in the Electric System. This unaccounted for energy may include energy that was unmetered, metered inaccurately, stolen, lost, PJM transmission line losses, local system line/transformer losses, etc. The bottom portion of Table 4-3 presents these comparisons for the Electric Division for FY 2013 through FY 2015. As shown, the percentage ratio of the unaccounted for energy to the total energy purchased for FY 2015 was 4.5 percent. This is down from 5.4 percent in FY 2014. In previous Annual Engineering Consultant’s Reports, Outdoor Lighting energy was recorded as losses. In this report, Outdoor Lighting customer accounts, energy sales, and revenues were recorded as a separate rate class. The impact this modification has on this Financial Overview and Assessment is most pronounced on the Table 4-3 Unaccounted for Energy analysis, as losses are shown to have increased from corresponding years in previous reports. Table 4-4 presents a re-creation of the Electric Division’s Statement of Revenues, Expenses, and Changes in Unreserved Retained Earnings for the Electric Revenue Fund for FY 2013 through FY 2015. Net income increased in FY 2015 to $2.7 million from -$2.3 million in FY 2014. Steady revenues, a decrease in power supply costs of 13.3 percent and all other expenses staying relatively constant were the main reason for the large swing in net income between 2014 and 2015. City of Dover, Delaware 4-5 Burns & McDonnell

FY 2015 Engineering Consultant’s Report Financial Overview and Assessment Table 4-4: Comparative Statement of Revenues, Expense, and Changes in Unreserved Retained Earnings FY 2013 FY 2014 FY 2015 Operating Revenues: Charges for Electric Service $ 88,331,196 $ 78,187,252 $ 78,278,464 Miscellaneous Services/Incomes 2,354,497 1,287,501 1,484,573 Total Operating Revenues $ 90,685,693 $ 79,474,753 $ 79,763,037 Operating Expenses: General Administration $ 4,470,795 $ 2,450,884 $ 2,937,003 Power Supply 55,681,251 57,233,726 49,645,951 Transmission/Distribution 3,267,698 3,806,078 3,508,209 Engineering 1,107,231 1,331,909 1,364,077 Metering 219,010 284,229 346,943 System Operations 544,405 739,406 671,048 Utility Tax 1,443,853 1,258,957 1,266,872 Depreciation 4,621,501 4,748,120 4,863,653 Retirees Pension 1,115,765 975,700 - Retiree Health Care 696,500 513,300 1,523,100 Total Operating Expenses $ 73,168,009 $ 73,342,309 $ 66,126,856 Net Operating Income $ 17,517,684 $ 6,132,444 $ 13,636,181 Non-operating Revenues (Expenses) Interest Earned Operating Fund $ 190,469 $ 2,112 $ 6,957 Reserved Funds 506,771 216,010 165,827 Net Increase in Fair Value of Investments (614,989) 426,399 236,779 Interest and Fiscal Charges (1,432,779) (1,138,739) (1,040,204) Gain/(Loss) on Sale of Assets 5,203 14,439 39,637 Total Non-operating Revenues(Expenses) $ (1,345,325) $ (479,779) $ (591,004) Net Income Before Operating Transfers $ 16,172,359 $ 5,652,665 $ 13,045,177 Operating Transfers - In 8,282 Operating Transfers - Out (10,000,000) (8,000,000) (10,000,000) Total Net Operating Transfers $ (9,991,718) $ (8,000,000) $ (10,000,000) Net Income $ 6,180,641 $ (2,347,335) $ 3,045,177 4.3.1 Adequacy of Electric Rates The City’s Bond Resolution requires annual revenues of the Electric Division be no less than the total current expenses plus 125 percent of the greatest remaining annual debt service. “Current expenses”, as defined in the Resolution, includes all expenses necessary to maintain and repair the Electric System, all administrative expenses, and engineering, legal or other consultant fees. Transfers to reserve accounts and special purpose funds, and allowances for depreciation are specifically excluded from “current expenses.” City of Dover, Delaware 4-6 Burns & McDonnell

FY 2015 Engineering Consultant’s Report Financial Overview and Assessment In order to determine if the City and the Electric Division have met this requirement, the net income shown in Table 4-4 was adjusted to include the interest on bonds, depreciation expense, and other non- cash income and expenses. Table 4-5 summarizes net income adjustments and the calculation of the revenues available for debt service for FY 2013 though FY 2015. Table 4-5: Debt Service Coverage FY 2013 FY 2014 FY 2015 Net Income $ 6,180,641 $ (2,347,335) $ 2,650,160 Plus Excluded Expenses: Operating Transfers - Out $ 10,000,000 $ 8,000,000 $ 10,000,000 Depreciation 4,621,501 4,748,120 4,863,653 Interest and Fiscal Charges 1,432,779 1,138,739 1,040,204 Gain/(Loss) on Sale of Assets (5,203) (14,439) (39,637) Less Excluded Income: Net Increase in Fair Value of Investments 614,989 (426,399) (236,779) Interest Earned - Reserve Funds (506,771) (216,010) (165,827) Revenues Available for Debt Service $ 22,329,654 $ 10,882,676 $ 18,111,774 Maximum Principal and Interest in Any Year $ 3,401,954 $ 3,344,404 $ 3,344,404 Debt Service Coverage 6.56 3.25 5.42 Minimum Required Debt Service Ratio 1.25 1.25 1.25 As Table 4-5 illustrates, the City and the Electric Division maintained a debt service coverage ratio each year that exceeded the required 125 percent plus current expenses. Therefore, the revenues generated by the current electric rates have been sufficient to meet the applicable covenants of the Resolution. Section 502 of the Resolution requires that the annual debt service used in evaluating the revenues is to be the maximum amount for any fiscal year thereafter. Table 4-6 presents the annual totals of principal and interest amounts due on bonds currently outstanding. The calculation of the debt service coverage ratio in Table 4-5 is based on the total maximum debt service expense in any fiscal year. The FY 2015 calculation was based on the total FY 2015 debt service expense of $3,344,404. 4.4 Status of Revenue Bonds At the end of FY 2014, the City had two series of outstanding electric revenue bonds that were issued pursuant to the Resolution. On July 1, 2008, the City issued $22,200,000 in Electric Revenue Bonds (2008 Bonds). The proceeds from the sale of the 2008 Bonds were used (i) to finance or reimburse the City for improvements to the City’s electric system; (ii) to fund a Debt Service Reserve Fund; and (iii) to pay the costs of issuance of the 2008 Bonds. City of Dover, Delaware 4-7 Burns & McDonnell

FY 2015 Engineering Consultant’s Report Financial Overview and Assessment On November 17, 2010, the City issued $8,810,000 of Electric Revenue Refunding Bonds (Series 2010). The proceeds from the sale of the Series 2010 Bonds were used (i) to refund the Series 2004 Bonds, and (ii) to pay the costs of issuance of the Series 2010 Bonds. The non-taxable Series 2010 Bonds received an underlying rating of Aa2 by Moody’s Investors Services and an underlying rating of A+ by Fitch Ratings. Table 4-6 illustrates the debt service schedule for the Series 2008 and 2010 Bonds. The principal and interest and the annual total are shown for each series of bonds. At the time of issuance of the Series 2010 Bonds, the combined outstanding principal balance for both series of bonds was $23,940,000. Table 4-6: Debt Service Schedule of Electric Revenue Bonds 2008 Electric Revenue Bonds 2010 Electric Revenue Refunding Bonds Total Annual Period Principal Interest Debt Service Principal Interest Debt Service Debt Service FY 2016 475,000 930,579 1,405,579 1,890,000 47,250 1,937,250 3,342,829 FY 2017 695,000 901,329 1,596,329 - - - 1,596,329 FY 2018 730,000 865,704 1,595,704 - - - 1,595,704 FY 2019 765,000 831,580 1,596,580 - - - 1,596,580 FY 2020 800,000 798,706 1,598,706 - - - 1,598,706 FY 2021 840,000 763,856 1,603,856 - - - 1,603,856 FY 2022 880,000 726,756 1,606,756 - - - 1,606,756 FY 2023 925,000 686,694 1,611,694 - - - 1,611,694 FY 2024 970,000 644,056 1,614,056 - - - 1,614,056 FY25-34 12,710,000 3,405,972 16,115,972 - - - 16,115,972 Total $19,790,000 $ 10,555,232 $30,345,232 $ 1,890,000 $ 47,250 $ 1,937,250 $32,282,482 4.5 Insurance The City maintains a comprehensive insurance program to insure against varying types of liabilities and significant losses related to various Electric Division properties. Section 706 of the Resolution reads: "The City covenants that it will maintain a practical insurance program, with reasonable terms, conditions, provisions and costs, which the City Manager determines, with the approval of the Engineering Consultants, will afford adequate protection against loss, including loss of Revenues, caused by damage to or destruction of the Electric System or any part thereof and also comprehensive public liability insurance on the Electric System for bodily injury and property damage in such amounts as may be approved by the Engineering Consultants.” Table 4-7 summarizes itemized insurance coverage procured by the City for the period July 1, 2014, through June 30, 2015. Burns & McDonnell has reviewed this list of insurance, and in the opinion of Burns & McDonnell, as Engineering Consultant and not as insurance counselor, the insurance in full force and affect appears to satisfy the requirements of Section 706 of the Resolution. City of Dover, Delaware 4-8 Burns & McDonnell

FY 2015 Engineering Consultant’s Report Financial Overview and Assessment Table 4-7: Schedule of Insurance Coverage in Effect July 1, 2014 - Starr Technical Risks Agency June 30, 2015 Coverage Property Earth Movement -Per Occurrence and in the $20,000,000 Annual Aggregate, except Earth Movement in High Hazard Earth Movement EXCLUDED Zones; Earth Movement in California; EXCLUDED Flood -Per Occurrence and in the Annual 10,000,000 Aggregate; Accounts Receivable; 100,000 Business Interruption; EXCLUDED Contingent Time Element Coverage; EXCLUDED Debris Removal (or 25% of Direct Property Loss, whichever the greater); 2,500,000 Demolition and Increased Cost of Construction; 10,000,000 EDP Media; 1,000,000 Errors and Omissions; 2,000,000 Expediting Expense; 1,000,000 Extra Expense, excluding replacement power or increased cost of generation, 2,000,000 transmission and/or distribution of electricity, water or natural gas; Fire Department Service Charges and Extinguishing Expenses; 500,000 Hazardous Substances -Per Occurrence and in the Annual Aggregate; 500,000 Inland Transit; 2,500,000 Newly Acquired Locations -90 Days reporting; 1,000,000 Personal Property Temporarily Off Premises; 100,000 Course of Construction; EXCLUDED Miscellaneous Unnamed Locations (except perils of Flood, Earth Movement and 500,000 Valuable Papers and Records; 100,000 Deductibles All deductibles listed below are per occurrence except with respect to coverage provided under the Boiler & Machinery which shall be any One Accident. In respect of Damage to Insured Property: $750,000 per Occurrence, except; $100,000 per Occurrence as respects Transit. In respect of Time Element loss (Extra Expense): 45 days per Occurrence, except; 72 hours per Occurrence in respect of Service Interruption. City of Dover, Delaware 4-9 Burns & McDonnell

FY 2015 Engineering Consultant’s Report Financial Overview and Assessment July 1, 2014 - XL Insurance June 30, 2015 Coverage Property per Occurrence and in the Annual Aggregate in respect of Flood; $ 10,000,000 per Occurrence and in the Annual Aggregate in respect of Earth Movement, 20,000,000 Excluded. per Occurrence and in the Annual Aggregate applicable in High Hazard Movement zones; per Occurrence and in the Aggregate in respect Hazardous Substance; 500,000 per Occurrence in respect of Business Interruption; EXCLUDED per Occurrence in respect of Accounts Receivable; 100,000 per Occurrence in respect of scheduled, direct Contingent Time Element; EXCLUDED per Occurrence in respect of Incidental Course of Construction; 5,000,000 (or 25.00% of the direct physical loss, whichever greater) per Occurrence in 2,500,000 respect of Debris Removal; per Occurrence in respect of Demolition and Increased Cost of Construction; 10,000,000 per Occurrence in respect of Electronic Data Processing Media; 1,000,000 per Occurrence in respect of Errors and Omissions; 2,000,000 per Occurrence in respect of Expediting Expense; 1,000,000 per Occurrence in respect of Extra Expense excluding replacement power of 2,000,000 increased cost of generation, transmission and/or distribution of electricity, water or natural gas; per Occurrence in respect of Fire Department Service Charges and 500,000 Extinguishing Expenses; per Occurrence in respect of Newly Acquired Locations (ninety (90) days 1,000,000 reporting); per Occurrence in respect of property in Course of Inland Transit; 2,500,000 per Occurrence in respect of Miscellaneous Unnamed Locations, except: 500,000 Excluded. per Occurrence in respect of Flood; Excluded. per Occurrence in respect of Earth Movement; Excluded. per Occurrence in respect of Named Storm; per Occurrence in respect of Valuable Papers and Records; 100,000 per Occurrence in respect of Personal Property Temporarily Off Premise. 100,000 Deductibles / Retentions Application of Deductibles as described in Policy form unless otherwise indicated in Policy Form Revisions Section, if applicable. In respect of Damage to Insured Property: $750,000, Per Occurrence, except; $100,000, per Occurrence as respect Transit; In respect of Time Element loss (Extra Expense): 45 days per Occurrence except; 72 hours Per Occurrence in respect of Service Interruption City of Dover, Delaware 4-10 Burns & McDonnell

FY 2015 Engineering Consultant’s Report Financial Overview and Assessment 4.6 Operating and Reserve Accounts The Electric Revenue Fund and the Electric Improvement & Extension (I&E) Fund are the City’s two funds devoted to the Electric Division. The funds are used to manage cash and transactions related to utility operations and capital expenditures, respectively. Each fund includes certain cash accounts established to make money available for specific purposes when they are needed. The accounts maintained within the Revenue and I&E Funds are listed herein. Electric Revenue Fund • Insurance Reserve Account • Contingency Reserve Account • Electric Rate Stabilization Reserve Account • Interest and Sinking Account Electric Improvement & Extension Fund • Depreciation Reserve Account • Future Capacity Reserve Account The following are descriptions of each Fund, their respective accounts and their purposes. 4.6.1 Electric Revenue Fund The Electric Revenue Fund was established in Section 503 of the Resolution. All revenues are to be deposited into the Electric Revenue Fund when received. Current expenses are to be paid and other accounts are to be maintained from the Electric Revenue Fund. Moneys are transferred from the Electric Revenue Fund to the Electric Rate Stabilization Reserve Account, the Interest and Sinking Account, the I&E Fund, the Depreciation Reserve Account, and the Future Capacity Reserve Account. 4.6.1.1 Insurance Reserve Account The Insurance Reserve Account was established by the City to fund insurance deductibles in the event of loss(es) covered by the City’s insurance policies then in effect. The target minimum balance in the Insurance Reserve is $350,000. The reserve balance at the end of FY 2015 was $740,642. In an effort to reduce insurance premiums, the City approved raising the minimum reserve balance to $750,000 in 2014. The new minimum balance will be in force in FY 2016; achieved by the accumulation of interest earnings and a $10,000 appropriation. City of Dover, Delaware 4-11 Burns & McDonnell

FY 2015 Engineering Consultant’s Report Financial Overview and Assessment 4.6.1.2 Contingency Reserve Account The Contingency Reserve Account was established by the City in FY 2003 to provide for unplanned expenditures that may not be avoidable. The City’s Financial Policies require that a minimum balance be maintained in the Contingency Reserve Account equal to 1.0 percent of the current year revenues for the Electric Revenue Fund. The FY 2015 year-end balance was $822,677, which is equal to 1.03 percent of the FY 2015 revenues for the Electric Revenue Fund. 4.6.1.3 Electric Rate Stabilization Account The Electric Rate Stabilization Reserve Account was established in FY 2005 to offset the costs of the power cost adjustment to the customers of Dover. The account’s target balance is a minimum of 3.0 percent, not to exceed 10.0 percent, of purchased power cost in any given year. Any excess of this amount will be refunded to customers in future years by reducing the rate of the power cost adjustment. The account’s FY 2015 end-of-year balance was $7,505,354, which was 14.9 percent of the FY 2015 purchased power cost. 4.6.1.4 Interest and Sinking Account The Interest and Sinking Account was established in Section 507 of the Resolution. This account consists of two restricted accounts: the Bond Service account and the Reserve Account. The Bond Service Account is funded with equal monthly transfers from the Electric Revenue Fund such that the balance, as of each payment date for interest or for principal and interest, will be equal to the amount of the payment due. The payments of principal and interest due on bonds are made from the Bond Service Account. The Reserve Account is funded by transfers from the Electric Revenue Fund, as necessary, to maintain a balance equal to the maximum combined principal and interest for any future fiscal year through the life of all bonds then outstanding. Moneys in the Reserve Account are used for paying interest on and principal of bonds when the balance in the Bond Service Account is insufficient for making those payments. Excess moneys in the Reserve Account are also used towards paying current interest payments. The total amount in the Restricted Accounts for the 2008 and 2010 bonds as of June 30, 2015, was $3,562,746. 4.6.2 Electric Improvement and Extension Fund The I&E Fund was established in Section 507 of the Resolution. Funds are transferred to the I&E Fund from the Electric Revenue Fund to the extent that the amount of funds available from the Electric Revenue Fund exceeds the total of the amounts required to be added to the Interest and Sinking Account. The I&E Fund also receives additional funding from the Depreciation Reserve Account, the Future Capacity Reserve Account, and from development receipts. Section 510 of the Resolution indicates that, City of Dover, Delaware 4-12 Burns & McDonnell

FY 2015 Engineering Consultant’s Report Financial Overview and Assessment except for certain situations, moneys held in the I&E Fund are to be used only for payment of costs of unusual maintenance or repairs, renewals or replacements, obtaining or replacing equipment, constructing extensions, additions, or improvements, and engineering expenses related to the foregoing activities. 4.6.2.1 Depreciation Reserve Account The Depreciation Reserve Account represents moneys that have been set aside for the sole purpose of funding renewals and replacements of the Electric System as components or equipment wear out, deteriorate, or otherwise become unsuitable for the intended purpose. Transfers from the Electric Revenue Fund and investment earnings are the only sources of additional moneys for the Depreciation Reserve Account. Transfers to the I&E Fund are made as necessary to fund capital projects. The target appropriation for the Depreciation Reserve Account each year is the excess of depreciation expense for the year over the amount of principal included in debt service payments made during the year. The reserve balance at the end of FY 2015 was $9,957,873. 4.6.2.2 Future Capacity Reserve Account The Future Capacity Reserve Account was established to set aside and accumulate funds from the Electric Revenue Fund for use in evaluating and pursuing activities related to the Electric Division’s alternatives for power supply resources for future demand for electricity. The target balance for this reserve is $10,000,000. The reserve balance at the end of FY 2015 was $10,107,899. Table 4-8 presents FY 2013 through FY 2015 year-end summaries of the activity within the cash accounts described above. The Insurance Reserve Account, the Contingency Reserve Account, the Electric Rate Stabilization Reserve Account, and the Interest and Sinking Account are accounts within the Electric Revenue Fund. The Depreciation Reserve Account and the Future Capacity Reserve Account are accounts within the I&E Fund. City of Dover, Delaware 4-13 Burns & McDonnell

FY 2015 Engineering Consultant’s Report Financial Overview and Assessment Table 4-8: Reserve Account Activity and Balances City of Dover, Delaware 4-14 Burns & McDonnell

5.0 – CONCLUSIONS

FY 2015 Engineering Consultant’s Report Conclusions 5.0 CONCLUSIONS In the preparation of this Engineering Consultant’s Report, Burns & McDonnell completed assessments of the electric generating stations and the transmission and distribution system of the City Electric Division. The investigations included interviews, observations, and reviews of FY 2015 expenditures and FY 2016 budgets. In addition, an analysis of the balances of the Improvement and Extension Fund and other funds benefiting the Electric Division was performed. Burns & McDonnell also reviewed the adequacy of the revenues provided by the current retail rates in relation to the requirements of the City of Dover, Delaware Resolution Authorizing and Securing Electric Revenue Bonds, adopted December 23, 1985. A high level assessment of the City’s insurance coverage related to the Electric Division was also completed. Based on these reviews and assessments, it is Burns & McDonnell’s opinion that: 1. The City’s power generation facilities are being operated and maintained consistent with accep