Attachment

LEGISLATIVE, FINANCE, AND ADMINISTRATION COMMITTEE AGENDA JANUARY 14, 2013 - 5:30 P.M. CITY HALL COUNCIL CHAMBERS 15 LOOCKERMAN PLAZA DOVER, DELAWARE Public comments are welcomed on any item and will be permitted at appropriate times. When possible, please notify the City Clerk (736-7008 or e-mail at CityClerk@dover.de.us) should you wish to be recognized. AGENDA ADDITIONS/DELETIONS 1. Draft Comprehensive Annual Financial Report (CAFR) - Fiscal Year 2012 2. Proposed Ordinance Amendments A. Ordinance #2013-01 - Amending Appendix B - Zoning, Article 3 - District Regulations, Section 22 - Airport Environs Overlay Zone (AEOZ) (Staff Sponsored) B. Ordinance #2013-02 - Amending the Zoning Ordinance and Zoning Map of the City of Dover by Changing the Boundary of the Airport Environs Overlay Zone (AEOZ) in Accordance with the 2010 Air Installation Compatible Use Zone (AICUZ) Study Published by the Dover Air Force Base (Staff Sponsored) C. Ordinance #2013-03 - Amending Chapter 22 - Buildings and Building Regulations, Article XII - Vacant Buildings (Staff Sponsored) D. Ordinance #2013-04 - Amending Chapter 22 - Buildings and Building Regulations, Article X - Rental Dwellings (Staff Sponsored) 3. Discussion - Role and Scope of the Historic District Commission and the Historic District 4. Adjournment by 7:00 P.M. /tm S:\AGENDAS-MINUTES-PACKETS\Committee-Agendas\2013\01-14-2013 LF&A.wpd THE AGENDA ITEMS AS LISTED MAY NOT BE CONSIDERED IN SEQUENCE. THIS AGENDA IS SUBJECT TO CHANGE TO INCLUDE THE ADDITION OR THE DELETION OF ITEMS, INCLUDING EXECUTIVE SESSIONS.

City of Dover Finance Department PO Box 475 Dover DE 19903-0475 Phone: (302-736-7018 FAX: (302) 760-4930 E-Mail: dmitchell @dover.de.us MEMORANDUM To: City Council From: Donna Mitchell, Controller/Treasurer Copy: Mayor, City Manager, & City Clerk Date: January 8, 2013 Subject: Comprehensive Annual Financial Report (CAFR) – Year Ended June 30, 2012 The Fiscal Year 2012 Comprehensive Annual Financial Report has now been posted on the City’s public website www.cityofdover.com under “Directory, City Departments, Finance Department – Public Documents.” It is also also included below in this packet for easy access during the meeting. We will be reviewing major elements of the report with the Legislative, Finance & Administration Committee on January 14, 2012. Rather than pulling together a separate presentation we will be reviewing the CAFR itself by using the bookmarks that have been established in the file. You will be able to click on a section or topic in the table of contents to review that particular section or item. The notes to the financial statements provide the details behind many of the balance sheet accounts. An index to these notes is provided in located in Part C - Basic Financial Statements (Page 49). Each heading in the Notes to Financial Statements Index contains a link to additional information on the topic. As an example, click on Note 7 – Fund Balances & Net Assets. This will take you directly to relevant note. This is one of the elements of the statements I will be explaining on Monday evening as follows. In Fiscal Year 2011 we implemented GASB 54 – Fund Balance Reporting and Governmental Fund Type Definitions. In accordance with this standard we categorized all of our reserves and fund balances based on the magnitude of restriction placed on them, whether it was a legal restriction or a policy restriction. This note provides you with the classification definition and the details behind the fund balances that make up the amounts on the financial statements for Governmental Funds. The other major elements planned for review are the basic financial statements, the effects of the unfunded liabilities on the government-wide statements versus the governmental statements, a prior period adjustment for past-due receivables, and the budgetary schedules and balances for the General Fund, Water/Wastewater Fund, and Electric Fund. The budgetary schedule for the General Fund is located in Part D - Required Supplementary Information. The Electric and Water/Sewer Schedules are located in Part E – Supplementary Information “Proprietary Fund Types – Enterprise Funds.” As stated above, you can click on the item in the Table of Contents and go right to the schedules.

COMPREHENSIVE ANNUAL FINANCIAL REPORT FOR THE YEAR ENDED JUNE 30, 2012

For the Fiscal Year Ended June 30, 2012 Prepared by the Finance Dapartment Donna S. Mitchell, Controller/Treasurer

Acknowledgements The City of Dover’s Comprehensive Annual Financial Report was prepared by the Finance Department. Tracey Lisiecki, Financial Reporting & Accounting Manager Margaret Teal, CPA Assistant Finance Director Linda Gomes Administrative Assistant Jeffrey Dill Accountant II Karlett Walker Accountant II Sharon Daniel Account Clerk II Katie Heffington Payroll Specialist Special appreciation to: Special appreciation is extended to Mr. Scott Koenig, City Manager and all personnel throughout the City for their continued support of the Finance Department.

CITY OF DOVER, DELAWARE Comprehensive Annual Financial Report For the Year Fiscal Ended June 30, 2012 TABLE OF CONTENTS PAGE INTRODUCTORY SECTION Letter of Transmittal ......................................................................................... 1 Certificate of Achievement for Excellence in Financial Reporting .................... 8 List of Elected Officials .................................................................................. 10 List of Appointed Officials .............................................................................. 11 List of Commissions & Committees ............................................................... 12 Organizational Chart ...................................................................................... 13 The City of Dover Vision ................................................................................. 14 FINANCIAL SECTION PART A Report of Independent Public Auditors .......................................................... 17 PART B Management’s Discussion and Analysis ....................................................... 21 PART C Basic Financial Statements Government-wide Financial Statements Statement of Net Assets ................................................................................ 37 Statement of Activities ................................................................................... 38 Fund Financial Statements Balance Sheet - Governmental Funds ........................................................... 39 Reconciliation of Governmental Fund Balances to Government-Wide Net Assets ................................................................... 40 Statement of Revenues, Expenditures and Changes in Fund Balances of Governmental Funds .................................................... 41 Reconciliation of the Statement of Revenues, Expenditures and Changes in Fund Balances of Governmental Funds to the Statement of Activities ............................................................................. 42

ii 2012 Comprehensive Annual Financial Report – City of Dover, Delaware FINANCIAL SECTION – CONTINUED PAGE Statement of Net Assets-Proprietary Funds ................................................... 43 Statement of Revenues, Expenses and Changes in Fund Net Assets-Proprietary Funds ........................................................... 44 Statement of Cash Flows-Proprietary Funds ................................................. 45 Statement of Fiduciary Net Assets ................................................................. 46 Statement of Changes in Fiduciary Net Assets .............................................. 47 Notes to Financial Statements Index to Notes to Financial Statements ......................................................... 49 Notes to Financial Statements ....................................................................... 51 Part D Required Supplementary Information General Fund-Schedule of Revenues, Expenditures and Changes in Fund Balances – Budget and Actual .............................................................. 94 Governmental Capital Projects Fund-Schedule of Revenues, Expenditures and Changes in Fund Balances – Budget and Actual ......................................................................................... 96 Notes to Required Supplementary Information Governmental Budgets .................................................................................. 97 Pension Plans ............................................................................................... 98 Police Pension Fund ................................................................................. 98 General Employee Pension Fund ............................................................. 99 Other Postemployment Plan .......................................................................... 99 Part E Supplementary Information Special Revenue Funds ............................................................................. 103 Combining Balance Sheet ........................................................................... 105

2012 Comprehensive Annual Financial Report – City of Dover, Delaware iii FINANCIAL SECTION – CONTINUED PAGE Combining Statement of Revenues, Expenditures and Changes in Unreserved Fund Balances ..................................................................... 106 Schedule of Revenues, Expenditures and Changes in Unreserved Fund Balance - Budget (Non-GAAP Basis) and Actual – Police Grants .......................................................................... 107 Schedule of Revenues, Expenditures and Changes in Unreserved Fund Balance - Budget (Non-GAAP Basis) and Actual- Library Grants .............................................................................................. 108 Schedule of Revenues, Expenditures and Changes in Unreserved Fund Balance - Budget (Non-GAAP Basis) and Actual - Municipal Street Aid Fund ....................................................... 109 Schedule of Revenues, Expenditures and Changes in Unreserved Fund Balance - Budget (Non-GAAP Basis) and Actual-Housing Programs-Community Development Block Grant & NSP ................................................................ 109 Schedule of Revenues, Expenditures and Changes in Unreserved Fund Balance - Budget (Non-GAAP Basis) and Actual- State of Delaware Department of Transportation Grants ............................. 110 Proprietary Fund Types - Enterprise Funds ............................................. 111 Schedule of Revenues and Expenses-Budget (Non-GAAP Basis) and Actual-Water/Wastewater Fund ............................. 112 Schedule of Revenues and Expenses-Budget (Non-GAAP Budget) and Actual-Water/Wastewater Improvement & Extension Fund .................................................................. 113 Schedule of Revenues and Expenses - Budget (Non-GAAP Basis) and Actual-Electric Revenue Fund ............................... 114 Schedule of Revenues and Expenses - Budget (Non-GAAP Basis) and Actual-Electric Improvement & Extension Fund ........................................................................................ 115

iv 2012 Comprehensive Annual Financial Report – City of Dover, Delaware FIDUCIARY FUND TYPES AND AGENCIES – CONTINUED PAGE Proprietary Fund Types - Internal Service Funds .................................... 117 Schedule of Revenues and Expenses Budget (Non-GAAP Basis) and Actual - Workers’ Compensation ................................................................. 118 Fiduciary Fund Types and Agencies......................................................... 119 Combining Statement of Changes in Assets and Liabilities - All Agency Funds ....................................................................... 120 Fiduciary Fund Types Pension Trust Funds ............................................ 123 Combining Statement of Net Assets - Pension Trust Fund ..................................................................................... 124 Combining Statement of Changes in Net Assets - Pension Trust Fund ..................................................................................... 124 STATISTICAL SECTION PAGE Statistical Section ....................................................................................... 125 Net Assets by Component ........................................................................... 126 Changes in Net Assets ................................................................................ 127 Fund Balances of Governmental Funds ....................................................... 129 Changes in Fund Balances of Governmental Funds ................................... 130 Governmental Activities Tax Revenues by Source ...................................... 132 Assessed and Estimated Actual Value of Taxable Property ........................ 133 Property Tax Rates - All Direct and Overlapping Governments with the Capital School District .................................................................... 134 Principal Tax Payers .................................................................................... 135

2012 Comprehensive Annual Financial Report – City of Dover, Delaware v STATISTICAL SECTION – CONTINUED PAGE Property Tax Levies and Collections ........................................................... 136 Ratios of Outstanding Debt by Type ............................................................ 137 Ratio of Net General Obligation Bonded Debt To Assessed Value & Net Bonded Debt Per Capita ......................................... 138 Ratio of Annual Debt Service Expenditures for General Bonded Debt to Total General Expenditures ............................................................ 139 Computation of Direct and Overlapping Debt with the Capital School District .................................................................... 140 Computation of Legal Debt Margin .............................................................. 141 Revenue Bond Coverage - Electric Revenue Bonds ................................... 142 Revenue Bond Coverage - Water/Wastewater Bonds ................................. 143 Demographic and Economic Statistics ........................................................ 144 Major Employers .......................................................................................... 145 Full-time Equivalent City Government Employees by Function . ................................................................................................ 146 Operating Indicators and Capital Assets Used in Operations ...................... 147 Schedule of Insurance ................................................................................. 149

INTRODUCTORY SECTION THIS SECTION CONTAINS THE FOLLOWING: LETTER OF TRANSMITTAL CERTIFICATE OF ACHIEVEMENT FOR EXCELLENCE IN FINANCIAL REPORTING LIST OF ELECTED OFFICIALS LIST OF APPOINTED OFFICIALS LIST OF COMMISSIONS ORGANIZATIONAL CHART

2012 Comprehensive Annual Financial Report for the City of Dover, Delaware 2 Introductory Section - Transmittal Letter THE REPORTING ENTITY AND ITS SERVICES The City of Dover was incorporated in 1829 under a Charter granted by the General Assembly. Dover is the Capital of the State of Delaware and is located in the central part of the state. It is home to the State Governor’s office, legislative offices, and is the County seat for Kent County. The City currently occupies a land area of 23 square miles and serves a population of approximately 36,492. Dover’s governing body is composed of a Mayor and nine Council Members, with one Council Member elected by Council to serve as Council President. Council members are elected from four districts and serve staggered, two-year terms. One member of Council and the Mayor are elected at-large and serve two-year terms. The Council is responsible for all matters of policy and is the authority for levying taxes, securing revenues, authorizing expenditures of City funds and incurring City debts. The City of Dover operates under a Council – Manager form of government. The City provides a full range of services as mandated by the Charter or adopted by the City Council. They include police protection, street and sanitation maintenance, recreation, library, community development, economic development, public improvements, planning and zoning, safety inspections, electric power generation and distribution, water and wastewater services, legislative services and general administration. Within the City is a volunteer fire company that is autonomous. Under established criteria, the operations of the Robbins Hose Fire Company are not a part of this report. However, the City provides financing for dispatching personnel costs, most of the building and equipment maintenance, supplies and contractual services. The City also provides funding to Robbins Hose for payments on several pieces of firefighting apparatus. These payments are grouped under the Fire Department and are included in the General Fund. The Fire Chief is elected by the volunteer members of the Fire Company. The City Council traditionally adopts the election and the City Council officially appoints the Fire Chief for a one-year term. Therefore, the position of Fire Chief is included in the City organization chart. The Capital School District does not meet the established criteria for inclusion in the reporting entity and, accordingly, is excluded from this report. The City Council shall, on or before the second Monday of June in each year, adopt a budget for the succeeding fiscal year. This annual budget serves as the foundation for the City of Dover’s financial planning and control. The budget is prepared by fund and department. With approval of the City Manager and Controller/Treasurer, Department Heads may transfer resources within or between departments, with the exception of capital project budgets. Transfers between funds and transfers of capital project budgets, however, need special approval from the City Council.

2012 Comprehensive Annual Financial Report for the City of Dover, Delaware Introductory Section – Transmittal Letter 3 ECONOMIC CONDITION AND FUTURE GROWTH The City of Dover is distinguished as the dominant center of employment, commerce, educational opportunity, and cultural activity in central Delaware. Development activity in the Capital City continued to be slow during Fiscal Year 2012, consistent with the economic trends seen nationwide and recent prior years. Residential growth continues to occur at a slow pace, and major institutions and government agencies continue to expand to meet the demands of a growing regional population and economy. Commercial corridor areas of U.S. Routes 13/113 and DE Route 8 have continued to be the center of commerce in Dover. Efforts to revitalize the traditional urban core of downtown Dover have continued despite the down economy. Total value of construction increased from $65 million in Fiscal Year 2011 to $86 million in Fiscal Year 2012. The City of Dover issued 3,896 business licenses in Fiscal Year 2012, an increase over the prior year. Building permits issued during this period totaled 1,683, which was a slight decline from the previous year. The City of Dover Planning Office processed 36 new development applications (site plans, subdivisions and conditional uses) and three rezoning applications during the reporting period, which represents an increase over the previous year, a sign that the economy may be slowly turning around. Growth and development trends during Fiscal Year 2012 are further discussed and summarized below: POPULATION GROWTH The 2010 U.S. Decennial Census, which was conducted in April 2010, found that 36,047 people reside in Dover. The Delaware Population Consortium estimates, the City of Dover’s population as of July 1, 2012 was 36,492. This change represents a 1.2% population increase. RESIDENTIAL DEVELOPMENT A total of 56 new residential housing starts were recorded during Fiscal Year 2012, which represents a slight increase from the 47 during the prior fiscal year. A number of abandoned residential subdivisions were the focus of City staff’s efforts during the fiscal year. Infrastructure was completed and dedicated to the City in Nottingham Meadows, and Clearview Meadows was purchased by a developer. Other subdivisions, including Village of Westover Phase VI, Village of Cannon Mill, and Patriot Village remained in limbo as the fiscal year ended. Residential construction continued in Emerald Pointe, Lexington Glen, and Eden Hill. The apartment market was strong in Fiscal Year 2012, as the Blue Hen Apartments were fully complete by June 30th. Dove View, which had sat vacant and incomplete for three years, was purchased and renamed The Grande. Significant progress was made on completing the two buildings, with plans to construct a third building. The Grande is an age 55 and over community and is expected to be occupied in late 2012.

2012 Comprehensive Annual Financial Report for the City of Dover, Delaware 4 Introductory Section - Transmittal Letter DOWNTOWN DOVER REDEVELOPMENT Efforts to revitalize Downtown Dover remained strong, with the allocation of $3 million of state funds for improvements to the North Street corridor between State Street and Governors Avenue. These improvements include the development of a community plaza on the former Collegian site, streetscape improvements and repaving of North Street, and the consolidation and redesign of several parking lots between North Street and The Green. The Downtown Dover Partnership (DDP) also spent much of the year working on renovations to the property at 22-24 West Loockerman Street. With assistance from DNREC, the DDP prepared for a brownfield clean up on the property at 680-684 Forest Street. The spirit of downtown remained strong, with First Friday festivities, and a number of other special events, celebrations and parades held throughout the year. Construction began on the Bayard Plaza at the former Bayard Hotel site at the southwest corner of Loockerman Street and Governors Avenue. Bayard Plaza, when complete, will include retail on the first floor and 48 rental dwellings on the upper floors. Frankfurt Bakery moved locations from Courtney Square to South Governors Avenue near Bank Lane. INSTITUTIONAL DEVELOPMENT Institutional development remained strong during fiscal year 2012. Bayhealth completed a major facility expansion of the Kent General Hospital valued at $45 million in early 2012. The State of Delaware completed construction of a new parking lot at the corner of Water Street and State Street to support the new Kent County Courthouse. Construction progressed on the new Dover Public Library, which was near completion at the close of the fiscal year, and Wesley College began construction of their streetscape project, which includes the conversion of streets (portions of Fulton, Cecil, and Bradford Streets) to campus plazas. Another exciting development is the beginning of construction of the new Dover High School, which is expected to open in fall 2014. RETAIL/COMMERCIAL DEVELOPMENT The retail sector continued slow during Fiscal Year 2012, as is consistent with the national economic slowdown and the trend of recent years. Redevelopment of vacant commercial buildings became a common trend as the fiscal year came to an end, with plans for redevelopment of the former Superfresh at Greentree Shopping Center into a Redners Market, a Grotto Pizza in the former Atlantic Books location, redevelopment of the former Walmart site, and other small renovations to make use of vacant commercial space. To encourage this, City Council approved some partial fee and tax waivers for redevelopment of vacant commercial and industrial buildings. INDUSTRIAL DEVELOPMENT The Dover economy derives considerable benefits from a variety of large industrial and manufacturing companies including Kraft Foods, Procter and Gamble, Energizer/Playtex Family Products, and Berry Van Lines, as well as numerous small- to mid-sized industrial entities. Planning continued on development of the Garrison Oak Technical Park, including work with Capline Energy on the Garrison Energy Center, a 618 MW dual cycle gas power plant on a lot within the Garrison Oak Technical Park. The City, State of Delaware, and Calpine have all worked together to ensure that the funding is in place to construct the necessary infrastructure to support this new power plant. Another significant addition to Dover’s local economy was the location of ILC in a portion of the former Sunroc building at the Kent County Aero Park.

2012 Comprehensive Annual Financial Report for the City of Dover, Delaware Introductory Section – Transmittal Letter 5 OFFICE DEVELOPMENT Dover’s dominance as the place for business office locations downstate has continued; however, the market appears to be saturated with office space at this point in time. Several recently completed or nearly completed office buildings currently remain vacant, including State Street Commons and the Silver Bullit. Fortunately, as the year came to a close, the Silver Bullit was nearing occupancy. A new dental office is also under construction at the southwest corner of State Street and Wyoming Avenue, a site where an office building development had been stalled for several years. Infrastructure The City has several large water and sewer projects underway to upgrade pump stations, distribution and transmission mains. These projects will improve water quality and reduce the inflow/infiltration in our sewer system. The State has several transportation projects underway with the support of stimulus funding. Summary Dover continues to be affected by the nation’s economic downturn; however, a number of key construction projects continue to move forward. The large institutional presence of Bayhealth, the State, and the colleges and universities helps to strengthen the City’s economy. The City was encouraged this past year to see developers purchasing a few of the bankrupt subdivisions to complete the build out of the housing units and infrastructure. The development of the Garrison Tract with the Dover Sun Park and the completion of the Calpine project will also serve to increase the City’s economy. Dover remains a center for commerce, services and residential communities. As the economy rebounds, Dover is well positioned to support continued growth. FINANCIAL POLICIES AND FINANCIAL PLANNING Unreserved, undesignated fund balances in the General Fund (10.7%) fall within the policy guidelines of a minimum of 8% and maximum of 12% of revenues as approved by City Council in the City of Dover Financial policies. The water, wastewater, and electric utilities have the same policy requirement for their budget balances. If the balances fall below 8%, the City Manager is required to submit budgets to bring the balances up to minimum within three years. The current budget balances as of June 30, 2012 for the utilities are water (13.5%), wastewater (4.0%) and electric (15.4%) The water and wastewater utilities are accounted for in the same fund and have a combined budget balance of 8.5%. The City policies also require non-recurring revenues to be set aside for capital improvements as designated by City Council (reserve accounts) and a 2% contingency reserve in the General Fund, Water/Wastewater Fund and 1% contingency in the Electric Revenue Fund to address unforeseeable natural disasters and insurance losses. All major funds meet the contingency reserve requirement. The water and wastewater utilities impose impact fees, which are reserved by ordinance, on new developments or facilities to assist with financing future expansion projects. The

2012 Comprehensive Annual Financial Report for the City of Dover, Delaware 6 Introductory Section - Transmittal Letter electric utility maintains depreciation and future capacity reserves to assist with asset replacements and system expansions. Financial policies require the electric utility to maintain a minimum of $10.0 million in each of these reserves, with replenishment over seven years when used to finance projects. The City’s Financial Policies also include an Electric Rate Stabilization Reserve account. The purpose of this reserve is to enable the City to absorb month-to-month power supply cost increases while adjusting budgets and implementing potential rate increases. If the cost of power supply decreases, the reserve can also be used to provide a power cost adjustment decrease to maintain competitive rates. The goal is to maintain a reserve balance equivalent to 10% of the power supply cost. MAJOR INITIATIVES The City continued its efforts towards the completion of a 42,000 square foot regional library. The City completed the construction in September 2012 as planned and had the grand opening on September 20, 2012. The punch list items on the project are being finalized and should be completed by the end of January 2013. The Library project was estimated to cost $20.0 million and is still on track to be completed at this cost. The sources of funding for the Dover Anchor Library project include a State of Delaware matching grant of 50%, committed fund balance – Library Construction, a capital campaign of the Dover Library Foundation, and other grants and donations. Once completed additional annual operating expenses and debt service will be budgeted in the General Fund. The additional debt service and operating cost is estimated to increase by no more than $350,000 in Fiscal Year 2014. The City Council continues its focus on replacing or upgrading old infrastructure in order to improve the quality and reliability of our utility systems. In fiscal year 2012, $6.8 million of water and wastewater capital improvements were completed. This represented the completion of several projects that began in fiscal year 2010. The fiscal year 2012 budget included $3.9 million of State Revolving Loan funds of which $1.9 million is for water main replacement projects and $2.0 million for wastewater pump stations and pipe relining. The wastewater projects include a major sewer lateral upgrade and extension on the U.S. 13 corridor. The loan proceeds are remitted to the City on a reimbursement basis as projects are completed. The projects were scheduled for completion over a three-year period therefore, the loan proceeds and outstanding principle balance will increase with each reimbursement. Two pump station projects and a water main remain to be completed in fiscal year 2013. The Capital School District broke ground on two major projects in Fiscal Year 2012, the new Capital School District Administration Complex and the new Dover High School. The electric utility extended service to the two new locations and started work on installation of the underground transformers and ancillary equipment. The electric transmission and distribution crews continued to transition several area developments from overhead distribution lines to underground lines. A total of nine developments were completed and one was still in progress at June 30 at a cost of $0.8 million. The North Street substation had upgrades at a cost of $0.2 million. The Frazier substation reliability upgrade was started and is expected to be completed in fiscal year 2013 within the budget of $0.2

2012 Comprehensive Annual Financial Report for the City of Dover, Delaware 8 Introductory Section - Transmittal Letter

2012 Comprehensive Annual Financial Report for the City of Dover, Delaware Introductory Section – Transmittal Letter 9 Mayor Carlton Carey City Council Members 1st row: Council President & Councilman At large Thomas J. Leary, First District: Beverly C. Williams and James L. Hutchison, Sr. 2nd row: Second District: William F. Hare and Adam M. Perza, Third District: David L. Bonar and Sean Lynn. 3rd row: Fourth District Sophia R. Russell and David L. Anderson

2012 Comprehensive Annual Financial Report for the City of Dover, Delaware 10 Introductory Section - Transmittal Letter CITY OF DOVER, DELAWARE List of Elected Officials June 30, 2012 Length of Term Services Expires Mayor Carleton E. Carey, Sr. 5 Years May 2015 City Council At-Large Thomas J. Leary* 4 Years May 2013 First District Beverly C. Williams 10 Years May 2015 James L. Hutchison, Sr. 1 Year May 2013 Second District William F. Hare 1 Year May 2013 Adam M. Perza 1 Month May 2015 Third District David L. Bonar 2 Year May 2015 Sean Lynn 1 Year May 2013 Fourth District Sophia R. Russell 7 Years May 2015 David L. Anderson 1 Year May 2013 * Council President

2012 Comprehensive Annual Financial Report for the City of Dover, Delaware Introductory Section – Transmittal Letter 11 CITY OF DOVER, DELAWARE List of Appointed Officials June 30, 2012 Length of Length of Time in Time with Position the City City Clerk/Assistant Treasurer – Traci A. McDowell 7 Years 26 Years City Manager/Civil Defense Director – Scott D. Koenig 1 Year 22 Years City Solicitor – Nicholas H. Rodriquez 44 Years 44 Years Deputy City Solicitor – William W. Pepper 23 Years 23 Years Council President – Thomas J. Leary 1 Year 4.5 Years Assessor – Cheryl A. Russell 3 Years 20 Years City Building Inspector - Ann Marie Townshend 6 Months 6 Years City Planner – Ann Marie Townshend 6 Years 6 Years Controller/Treasurer – Donna S. Mitchell 12 Years 12 Years Fire Chief – Jack I. Fortney 1 Year 1 Year Fire Marshal – David J. Truax 16 Years 21 Years Police Chief – James E. Hosfelt 2 Year 23 Years

2012 Comprehensive Annual Financial Report for the City of Dover, Delaware 12 Introductory Section - Transmittal Letter CITY OF DOVER, DELAWARE List of Commissions & Committees As of June 30, 2012 Board of Adjustment Legislative, Finance & Administration Planning Commission Kishor C. Sheth, Chairman Sean M. Lynn, Chairman Col. Robert D. Welsh, Chairman Arthur G. Ericson, Vice Chairman David L. Anderson, Councilman Michael J. Ambruso, Sr. William Hufnal William F. Hare, Councilman John H. Baldwin, Sr. James N. Keller Michael G. Rushe Dean Holden Richard Senato Daniel Shevock Thomas Holt Francis C. Nichols Construction Code Board of Appeals OPEB Board Ron Shomo David L. Anderson, Chairman William F. Hare, Councilman Kathleen Still Adam M. Perza, Councilman Beverly C. Williams, Councilwoman Fred Tolbert Scott D. Koenig, City Manager Scott D. Koenig, City Manager Kimberly Hawkins, Human Resources Director Property Maintenance Code Election Board Donna S. Mitchell, Controller/Treasurer Board of Appeals William T. Garfinkel, Chairman Scott D. Koenig, City Manager Lillie M. Johnson Parks, Recreation & Community Enhancement Heather D. Ennis Goldie Legates Sophia R. Russell, Chairwoman Charles Martin Cherrita Matthews David L Anderson, Councilman Anita L. McDowell Boyer David L. Bonar, Councilman Safety Advisory & Transportation Traci McDowell Ann Baker Horsey James L. Hutchison, Chairman David A. Lewis, Jr. Adam M. Perza, Councilman Historic District Sophia R. Russell, Councilwoman Richard Scrafford, Chairman Pension – Civilian John J. Davis C. Terry Jackson, Vice Chairman David L. Bonar, Councilman Thomas J. Keller, Jr. George M. Fisher, IV Sean M. Lynn, Councilman Joseph McDaniel Scott D. Koenig, City Manager Utility Charles A. Salkin Donna S. Mitchell, Controller/Treasurer David L. Bonar, Chairman Lester Blakeman Adam M. Perza, Councilman Human Relations Commission Kenneth Clendaniel Beverly C. Williams, Councilwoman Roy Sudler, Jr., Chair Frances P. Hettinger Lester L. Blakeman Justina Brewington Richard Snaman Linda D. Hackett Pension – Police Richard Senato Timothy Mullaney, Chairman Youth Advisory Committee Dr. Phyllis Edamatsu David L. Bonar, Councilman Kristen Dietz, Co President Dawn Allen-Pyne Sean M. Lynn, Councilman Dennis Hallock, II, Co-President Anlee Baccio-Walker Scott D. Koenig, City Manager Kenneth Anderson Kim Warfield James Hosfelt, Chief of Police Chidinma Emenike Ellen O. Wasfi William Knotts Karly Jones Faye White Martin Stallings Sonya Modi Valerie Provotorova Rachel Voak

2012 Comprehensive Annual Financial Report for the City of Dover, Delaware Introductory Section – Transmittal Letter 13 City of Dover Organization Chart Fiscal Year 2012

2012 Comprehensive Annual Financial Report for the City of Dover, Delaware 14 Introductory Section - Transmittal Letter The City of Dover, Delaware Vision The City of Dover is a place where people want to live! Through the team effort of its elected officials, employees, and citizens, Dover is a clean and safe community, with a future of balanced growth and opportunity where all citizens are heard, enjoy a high quality of life, and diversity is valued.

FINANCIAL SECTION THIS SECTION CONTAINS THE FOLLOWING: PART - A REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS PART - B MANAGEMENT’S DISCUSSION AND ANALYSIS PART - C BASIC FINANCIAL STATEMENTS Government-wide Financial Statements Fund Financial Statements Notes to Financial Statements PART - D REQUIRED SUPPLEMENTARY INFORMATION PART - E SUPPLEMENTARY INFORMATION Combining Fund Statements Budgetary Schedules

FINANCIAL SECTION PART - A REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS

REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS The Honorable Mayor and Members of the City Council of Dover, Delaware Dover, Delaware We have audited the accompanying financial statements of the governmental activities, the business-type activities, each major fund, and the aggregate remaining fund information of the City of Dover Delaware (the City), as of and for the year ended June 30, 2012, which collectively comprise the City’s basic financial statements as listed in the table of contents. These financial statements are the responsibility of the City’s management. Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion. In our opinion, the financial statements referred to above present fairly, in all material respects, the respective financial position of the governmental activities, the business-type activities, each major fund, and the aggregate remaining fund information of the City, as of June 30, 2012, and the respective changes in financial position and, where applicable, cash flows thereof for the year then ended in conformity with accounting principles generally accepted in the United States of America. We also audited the adjustment described in Note 8 that was applied to restate the balance sheet as of June 30, 2011. In our opinion, such adjustment is appropriate and has been properly applied. 200 International Circle • Suite 5500 • Hunt Valley • Maryland 21030 • P 410-584-0060 • F 410-584-0061

Accounting principles generally accepted in the United States of America require that management’s discussion and analysis, the general fund - schedule of revenues, expenditures, and changes in fund balance - budget and actual, the governmental capital projects fund - schedule of revenues, expenditures and changes in fund balance - budget and actual, and required supplemental schedules of funding progress and schedules of employer contributions for the Pension Plans Funds and Other Post Employment Plan, be presented to supplement the basic financial statements. Such information, although not a part of the basic financial statements, is required by the Governmental Accounting Standards Board, who considers it to be an essential part of financial reporting for placing the basic financial statements in an appropriate operational, economic, or historical context. We have applied certain limited procedures to the required supplementary information in accordance with auditing standards generally accepted in the United States of America, which consisted of inquiries of management about the methods of preparing the information and comparing the information for consistency with management’s responses to our inquiries, the basic financial statements, and other knowledge we obtained during our audit of the basic financial statements. We do not express an opinion or provide any assurance on the information because the limited procedures do not provide us with evidence sufficient to express an opinion or provide any assurance. Our audit was conducted for the purpose of forming opinions on the financial statements that collectively comprise the City’s basic financial statements. The combining nonmajor fund financial statements and other budgetary information are presented for purposes of additional analysis and are not a required part of the basic financial statements. Such information is the responsibility of management and was derived from and relates directly to the underlying accounting and other records used to prepare the financial statements. The information has been subjected to the auditing procedures applied in the audit of the financial statements and certain additional procedures, including comparing and reconciling such information directly to the underlying accounting and other records used to prepare the financial statements or to the financial statements themselves, and other additional procedures in accordance with auditing standards generally accepted in the United States of America. In our opinion, the information is fairly stated in all material respects in relation to the financial statements as a whole. The introductory and statistical tables have not been subjected to the auditing procedures applied in the audit of the basic financial statements and, accordingly, we express no opinion or provide any assurance on them. Hunt Valley, Maryland December 21, 2012 2

FINANCIAL SECTION PART - B MANAGEMENT’S DISCUSSION AND ANALYSIS

2012 Comprehensive Annual Financial Report for the City of Dover, Delaware Management’s Discussion & Analysis – Part B 21 The City of Dover Management’s Discussion and Analysis For the Year Ended June 30, 2012 Financial Highlights Total assets of the City exceeded its liabilities by $208.8 million (total net assets). Of this amount, $26.6 million was reported as “unrestricted net assets” which represents the amount available to meet the City’s ongoing obligations to citizens and creditors. The general government reported a deficit of $7.4 million and the business type activities, Water/Wastewater and Electric funds, reported $34.0 million of unrestricted net assets. The difference between the unrestricted amounts and the total net assets is $182.2 million, $34.3 million is restricted primarily for debt and capital construction purposes and $147.9 million is invested in capital assets net of related debt. • The governmental activities experienced a $10.8 million increase in investment in capital assets, a decrease in restricted net assets of $1.3 million, as well as a decrease of $7.3 million in unrestricted net assets resulting in a positive net change of $2.2 million. • The business-type activities experienced a $1.0 million increase in investments in capital assets. A decrease in restricted net assets of $0.3 million as well as an increase in unrestricted net assets of $10.7 million, resulting in a positive change in net assets of $11.4 million. The electric utility experienced significant savings in power supply cost over the past two years. As a result $5.0 million was transferred to the rate stabilization reserve awaiting the completion of a cost of service study and proposed new electric rates. Overview of the Financial Statements This comprehensive annual financial report (CAFR) consists primarily of three required parts - management’s discussion and analysis (this section), the basic financial statements and required supplementary information. The CAFR also includes optional supplementary information that provides summary information and detail, and a statistical section. The basic financial statements are of two kinds that present different views of the City: • The first two statements are government-wide financial statements (pages 37-38) that provide both long-term and short-term information about the City’s overall financial status. • The remaining statements (pages 39-47) are fund financial statements that focus on individual parts of the City government, reporting the City’s operations in more detail than the government-wide statements. - The governmental fund statements (pages 39-42) tell how general government services, like community services, planning, public safety, and public

2012 Comprehensive Annual Financial Report for the City of Dover, Delaware 22 Management’s Discussion & Analysis – Part B works, were financed in the short term as well as what remains for future spending. - Proprietary f und statements (pages 43-45) offer short and long-term f inancial information about the activities the government operates like businesses, which for the City of Dover are the Electric Revenue and Water/Wastewater Funds. - The Fiduciary fund statements (pages 46-47) provide information about the financial relationships in which the City acts solely as a trustee or agent for the benefit of others, to whom the resources belong. The City is the trustee, or fiduciary, for its Employee Pension plans and Other Postemployment Benefits plan and acts in an agency capacity for the Dover Downtown Partnership, Fourth of July Celebration Committee, and the Dover Library Foundation, none of which are considered to be component units of the City. All of the City’s Fiduciary activities are reported in separate Statements of Fiduciary Net Assets and Changes in Fiduciary Net Assets. We exclude these activities from the City’s other financial statements because the City may not use these assets to finance its operations. The City is responsible for insuring that the assets reported in these funds are used for their intended purposes. The financial statements also include notes (pages 51-89) that explain some of the information in the financial statements and provide more detailed data. The statements are followed by a section of required supplementary information (pages 94- 97) that further explains and supports the information in the financial statements. Other supplementary information includes details on non-major funds and other information that can be found on pages 103 through 118. The following page summarizes the major features of the City’s financial statements, including the portion of the City government they cover and the types of information they contain. The remainder of this overview section of management’s discussion and analysis explains the structure and content of each of the statements:

2012 Comprehensive Annual Financial Report for the City of Dover, Delaware Management’s Discussion & Analysis – Part B 23 Major Features of City’s Government-wide and Fund Financial Statements Government-wide Statements Governmental Funds Proprietary Funds Fiduciary Funds Scope Entire City The activities of the Activities the City Instances in which government City that are not operates similar to the City is the (except fiduciary proprietary or private businesses, trustee or agent for funds) fiduciary, such as such as electric, someone else’s public safety and water and wastewater resources public works funds Required • Statement of • Balance sheet • Statement of net • Statement of financial net assets • Statement of assets fiduciary net statements • Statement of revenues, • Statement of assets activities expenditures, and revenues, • Statement of changes in fund expenses and changes in balances changes in net fiduciary net assets assets • Statement of cash flows Accounting Accrual Modified accrual Accrual accounting Accrual accounting basis and accounting and accounting and and economic and economic measurement economic current financial resources focus resources focus focus resources focus resources focus Type of All assets and Only assets expected All assets and All assets and asset/liability liabilities, both to be used up and liabilities, both liabilities, both information financial and liabilities that come financial and capital, short-term and capital, and short- due during the year and short-term and long-term term and long-term or soon thereafter; no long-term capital assets included Type of All revenues and Revenues for which All revenues and All revenues and inflow/outflow expenses during cash is received expenses during the expenses during information the year, during or soon after year, regardless of the year, regardless regardless of when the end of the year; when cash is of when cash is cash is received or expenditures when received or paid received or paid paid goods or services have been received and payment is due during the year or soon thereafter

2012 Comprehensive Annual Financial Report for the City of Dover, Delaware 24 Management’s Discussion & Analysis – Part B Government-wide Statements The government-wide statements report information about the City as a whole using accounting methods similar to those used by private-sector companies. The statement of net assets includes all of the government’s assets and liabilities. All of the current year’s revenues and expenses are accounted for in the statement of activities regardless of when cash is received or paid. The two government-wide statements report the City’s net assets and how they have changed. Net assets—the difference between the City’s assets and liabilities—is one way to measure the City’s financial health or position. Over time, increases or decreases in the City’s net assets are indicators of whether its financial health is improving or deteriorating, respectively. To assess the overall health of the City, one needs to consider additional non-financial factors such as changes in the City’s property tax base and the condition of the City’s roads. The government-wide financial statements of the City are divided into two categories: • Governmental activities—Most of the City’s basic services are included here, such as general government, public safety, planning and code enforcement, public works, library and recreation, community and economic development, central services and financial administration. Property taxes, non-property taxes, utility transfers and state and federal grants finance most of these activities. • Business-type activities—The City charges fees to customers to help it cover the costs of certain services it provides. The City’s electric, water, and wastewater services are included here. Fund Financial Statements The fund financial statements provide more detailed information about the City’s most significant funds—not the City as a whole. Funds are accounting devices that the City uses to keep track of specific sources of funding and spending for particular purposes. Some funds are required by State law and by covenants. The City Council may also establish other funds to control and manage money for particular purposes. The City has three kinds of funds: • Governmental Funds - Most of the City’s basic services are included in governmental funds, which focus on (1) how cash, and other financial assets that can readily be converted to cash flow in and out and (2) the balances left at year- end that are available for spending. Consequently, the governmental funds statements provide a detailed short-term view that helps one determine whether there are more or fewer financial resources that can be spent in the near future to finance the City’s programs. Since this information does not encompass the additional long-term focus of the government-wide statements, we provide additional information on a separate page, which explains the relationship (or differences) between them. - Governmental Fund Balance classifications are reported to the extent to which they are constrained as promulgated by Governmental Accounting Standards Board Statement No. 54.

2012 Comprehensive Annual Financial Report for the City of Dover, Delaware Management’s Discussion & Analysis – Part B 25 - The City’s general fund is the only governmental fund considered to be a major fund under the requirements of Governmental Accounting Standards Board Statement No. 34. • Proprietary Funds - Services for which the City charges customers a fee are generally reported in proprietary funds. Proprietary funds, like the government-wide statements, provide both long and short-term financial information. − The City’s enterprise funds (one type of proprietary fund) are the same as its business-type activities, but provide more detail and additional information, such as cash flows. − The City’s two enterprise funds are both considered major funds under the requirements of GASB Statement No. 34. • Fiduciary Funds – The City is responsible for assets that because of a trust arrangement can be used only for the trust beneficiaries. The City is responsible for ensuring that the assets reported in these funds are used for their intended purposes. All of the City’s fiduciary activities are reported in a separate statement of fiduciary net assets and a statement of changes in fiduciary net assets. We exclude these activities from the City’s government-wide financial statements because the City cannot use these assets to finance its operation. Financial Analysis of the City as a Whole The City produces government-wide financial statements using the full accrual basis of accounting and economic resource management focus. As year-to-year financial information is accumulated on a consistent basis, changes in net assets may be observed and used to discuss the changing financial position of the City as a whole. The Net Assets, of the City of Dover, as of June 30, 2011 and 2012 are as follows (presented in millions of dollars):

2012 Comprehensive Annual Financial Report for the City of Dover, Delaware 26 Management’s Discussion & Analysis – Part B Governmental Business-Type Activities Activities Total 2011 2012 2011 2012 2011 2012 Assets Non-capital assets $ 15.7 $ 11.8 $ 71.9 $ 79.7 $ 87.6 $ 91.5 Capital assets 40.3 51.7 134.3 135.7 174.6 187.4 Total assets 56.0 63.5 206.2 215.4 262.2 278.9 Liabilities Current liabilities 3.6 4.6 11.9 9.2 15.5 13.8 Non-current liabilities 11.9 15.5 39.6 40.1 51.5 55.6 Total liabilities 15.5 20.1 51.5 49.3 67.0 69.4 Net Assets Invested in capital assets, net of related debt 38.8 49.6 97.3 98.3 136.1 147.9 Restricted net assets 1.8 0.5 34.1 33.8 35.9 34.3 Unrestricted net assets (0.1) (6.8) 23.3 34.0 23.2 27.2 Total net assets $ 40.5 $ 43.3 $ 154.7 $ 166.1 $ 195.2 $ 209.4 The Changes in Net Assets, for the City of Dover, as of June 30, 2011 and 2012 are as follows (presented in millions of dollars):

2012 Comprehensive Annual Financial Report for the City of Dover, Delaware Management’s Discussion & Analysis – Part B 27 Governmental Business-Type Activities Activities Total 2011 2012 2011 2012 2011 2012 Revenues: Program revenues Charges for services $ 9.0 $ 11.3 $ - $ - $ 9.0 $ 11.3 Water/wastewater charges for services - - 14.0 13.8 14.0 13.8 Electric charges for services - - 101.9 93.5 101.9 93.5 Operating grants and contributions 5.0 2.6 - - 5.0 2.6 Capital grants and contributions 0.9 6.3 1.0 0.5 1.9 6.8 General revenues Property taxes 10.9 11.1 - - 10.9 11.1 Transfer taxes 1.5 1.4 - - 1.5 1.4 Earnings on investments-other 0.1 0.1 0.6 0.6 0.7 0.7 Total revenues 27.4 32.8 117.5 108.4 144.9 141.2 Expenses General government 2.1 2.0 - - 2.1 2.0 Public safety 16.8 17.6 - - 16.8 17.6 Public works 6.8 8.6 - - 6.8 8.6 Library and recreation 2.7 2.4 - - 2.7 2.4 Community and economic development 1.2 0.8 - - 1.2 0.8 Central services 1.5 1.3 - - 1.5 1.3 Financial administration 3.0 3.0 - - 3.0 3.0 Other post-employment benefits 7.4 6.5 - - 7.4 6.5 Interest charges 0.1 0.1 - - 0.1 0.1 Plus (less) indirect expense allocation (4.0) (4.0) 4.0 4.0 - - Water/wastewater - - 10.1 10.2 10.1 10.2 Electric - - 87.1 74.5 87.1 74.5 Total expenses 37.6 38.3 101.2 88.7 138.8 127.0 Change in net assets before transfers (10.2) (5.5) 16.3 19.7 6.1 14.2 Transfers 8.9 8.3 (8.9) (8.3) - - Change in net assets (1.3) 2.8 7.4 11.4 6.1 14.2 Net assets, beginning of year, restated 41.8 40.5 147.3 154.7 189.1 195.2 Net assets $ 40.5 $ 43.3 $ 154.7 $ 166.1 $ 195.2 $ 209.4 Governmental Activities Governmental net assets increased by $2.8 million. Net revenues o f $ 3 2 . 8 m i l l i o n were more than the prior year by $5.4 million. General Governmental Charges for services includes donations for the new library which increased by $2.4 million from the prior year and police extra duty revenues increased by $0.3 million. These two increases account for $2.7 million of the total $5.4 million increased revenues. Other sources of increased revenues over the previous fiscal year are attributed to business licenses, permits, library grants, and Court of Chancery Fees. Revenue increases totaled $5.6 million. Revenue sources that decreased were Sanitation fees, transfer taxes, property taxes and red light enforced traffic violation fees for a total of $0.8 million. Expenses of $38.3 million reflect an overall increase of $0.7 million from the prior year. Post-employment benefits and pension benefit costs decreased by $0.9 million. Other decreases were to library and recreation, community and economic development, central services and general government. The increases to expense were in public

2012 Comprehensive Annual Financial Report for the City of Dover, Delaware 28 Management’s Discussion & Analysis – Part B safety and public works. Transfers to the Governmental Funds from the Proprietary Funds decreased $0.6 million. The chart that follows allocates revenues to program costs as applicable. It shows that some City functions are in part self-supporting. Expenses and Program Revenues Governmental Activities 18.0 16.0 Expenses 14.0 Revenue 12.0 Millions 10.0 8.0 6.0 4.0 2.0 0.0 General Public Safety Public Works Library & Community & Central Services Financial OPEB Government Recreation Economic Administration Development The following chart shows the sources of funding for program costs for the last fiscal year. As can be seen, a substantial portion of funding for governmental operations is provided by property taxes, charges for services and transfers from the utilities. Revenues by Source - Governmental Activities Transfer Taxes 4% Charges for service 34% Property Taxes 34% Capital grants Operating & grants & contributions contributions 20% 8%

2012 Comprehensive Annual Financial Report for the City of Dover, Delaware Management’s Discussion & Analysis – Part B 29 Business-Type Activities As noted earlier, the business-type activities saw a positive change in net assets of $11.4 million. Both utilities experienced a decrease in revenues which resulted in a combined net decrease of $9.1 million. The utilities expenses when combined also decreased in total by $12.5 million. The water/wastewater utility had a positive change in net assets of $2.9 million. The utility experienced a slight decrease in operating income of $0.3 million over the previous year. The decrease in operating income was primarily due to a decrease in water fees and impact fees, offset by increases in sewer fees and water tank space rent. The utility experienced a decrease in personnel and operating expenses of $0.2 million. Non-operating expenses increased $0.2 million as a result of an increase in interest and fiscal charges. Contractor contributions in the amount of $0.4 million were offset by a $0.4 million transfer made to the General Fund by the utility during fiscal year 2012. The electric utility realized a positive change in net assets of $8.5 million. The utility experienced a decrease in operating revenues of $8.4 million over the previous year as a result of a combination of an increase in the power cost adjustment credit and lower kilowatt-hour sales. The power cost adjustment (credit) applied to the energy portion of the customer bills was implemented to lower electric rates. Operating expenses decreased as well in total by $12.5 million due to lower power supply cost of $10.7 million as well as a $2.0 million decrease in operating expenses. The decreases were offset by slight increases in depreciation and retiree healthcare expense totaling $0.2 million. Non-operating revenues and expenses reflect a negative result of $0.7 million. The negative result is primarily made up of Interest and fiscal charges of $1.3 million offset by interest earned on both operating and reserve funds as well as an increase in fair value of investments and gain on sale of assets totaling $0.6 million. Transfers to the General Fund decreased to $7.9 million from $8.9 million in the preceding year. Revenues and Expenses Business Type Activities Electric Revenue Water/Wastwater 0.0 10.0 20.0 30.0 40.0 50.0 60.0 70.0 80.0 90.0 100.0 Millions Total Operating Expenses & Transfers Operating Revenue

2012 Comprehensive Annual Financial Report for the City of Dover, Delaware 30 Management’s Discussion & Analysis – Part B Financial Analysis of the City’s Funds Governmental Funds As noted earlier, the City uses fund accounting to ensure and demonstrate compliance with finance-related legal requirements. Government funds focus on expendable resources and near term inflows and outflows of those resources. As such, fund balance is generally a good indicator of net resources available for spending at the end of the fiscal year, subject to any stated restrictions on its use. The combined fund balances of the City’s governmental funds at June 30, 2012, were $5.5 million. This represented a decrease of $2.8 million during the year. Approximately 55% of the combined fund balances, $3.0 million, constitutes unassigned fund balance, which is available to meet the City’s current and future needs. The remainder of fund balance is non-spendable, restricted, committed or assigned to indicate that it is not available for operational spending because it is constrained by legally enforceable contracts, other governmental agreements and legislation, City Council resolution or it is not convertible to cash within a reasonable period of time. Further detail of fund balances is presented in the Notes to the Basic Financial Statements in Note 7. The General Fund is the primary operating fund of the City, accounting for such activities as general government, public safety, public works, library and recreation, community and economic development, central services and financial administration. The General Fund balance at June 30, 2012, was $4.9 million, which represents a d e c r e a s e of $2.3 million from the previous fiscal year. Revenue increases were primarily due to increased library grants received of $4.0 million and miscellaneous services which include receipts of $2.4 million in library construction donations; there were also slight increases in licenses and permits, property taxes and court of chancery fees. The revenue decreases were in Sanitation fees and rebates. The revenue increases were offset by larger increases in expenditures as follows: Library Services which includes expenditures for the new library in the amount of $12.1 million, as well as other slight increases in police extra duty, financial administration and retiree healthcare expenditures. Proprietary Funds The City’s proprietary funds provide the same type of information found in the government- wide Financial Statements, but in more detail. As of June 30, 2012, the Water/Wastewater Fund has net assets of $48.4 million, of which $8.4 million is unrestricted. The fund’s net assets increased $2.8 million during the year as explained on page 29. At June 30, 2012, the Electric Fund has net assets of $117.7 million, of which $25.6 million is unrestricted. This fund experienced an increase in net assets of $8.5 million during the year as explained on page 29.

2012 Comprehensive Annual Financial Report for the City of Dover, Delaware Management’s Discussion & Analysis – Part B 31 General Fund Budgetary Highlights During this fiscal year, the City Council amended the budget two times. These budget amendments or supplemental appropriation ordinances were primarily for the following purposes: 1. To amend the grant budgets, reserve accounts for the actual results of the prior fiscal year and to re-appropriate budget balances for ongoing capital projects. 2. To amend all carried forward budget balances for the major operating funds from the prior fiscal year, as well as program revenues and expenses based on the analyses provided by a mid-year review. The General Fund financials in the Governmental Funds Balance Sheet (page 39) and Statement of Revenues, Expenditures and Changes in Fund Balances of Governmental Funds (page 41) include both the General Fund operating activities and the Governmental Capital Project Fund activities. The General Fund – Schedule of Revenues, Expenditures and Changes in Fund Balances- Budget & Actual is included in Part D-Required Supplementary Information (page 94-95). The Governmental Capital Projects Fund – Schedule of Revenues, Expenditures and Changes in Fund Balances-Budget to Actual is included in Part D-Required Supplementary Information (Page 96). The Final General Fund Budget incorporated the following changes to the Original Budget. The Budget Balance carried forward from the prior fiscal year was higher by $0.2 million than was projected. Receipts had a net increase of approximately $0.4 million. The most significant increases were attributed to permits and other licenses, transfer tax, court of chancery fees and municipal street aid revenues totaling approximately $0.9 million. The most significant reductions of revenue were in interest earnings, business licenses, property taxes, trash fees and civil traffic penalties totaling approximately $0.5 million. Expenditures were revised to reflect an aggregate increase of $0.5 million. Transfers to fund the OPEB Unfunded Liability and capital projects fund accounted for most of the increased budget expense with slight increases in recreation, life safety, streets and sanitation operations budgets. The net result of these changes was a $0.1 million decrease in the revised budget balance over the Original Budget Balance (on a non- GAAP basis). Actual revenues and other financing sources met the final budgeted amounts in the General Fund for the current fiscal year. The more significant shortfalls were in interfund services, municipal street aid and civil traffic penalties and were offset by police extra duty, transfer tax, and public safety grants revenues netting $0.1 million over budgeted revenues. Expenditures were approximately $1.0 million under budget as a result of several operating departments experiencing personnel savings and landfill fees

2012 Comprehensive Annual Financial Report for the City of Dover, Delaware 32 Management’s Discussion & Analysis – Part B in the sanitation division. The General Fund budget balance carry forward was $1.1 million higher than budgeted as a result of the above variances. Capital Asset and Debt Administration At the end of the current fiscal year, the City’s governmental and proprietary funds had invested $51.7 million and $135.7 million, respectively, in a variety of capital assets and infrastructure, as reflected in the following schedule, which represents a net increase of $11.4 million for governmental activities and a net increase of $1.4 million for the proprietary funds since the end of last fiscal year (presented in millions of dollars). Additional detailed data for all capital assets of the City is presented in the Notes to the Basic Financial Statements in Note 4. Governmental Business-Type Activities Activities Total 2011 2012 2011 2012 2011 2012 Depreciable Assets, Net Buildings $ 7.3 $ 7.0 $ - $ - $ 7.3 $ 7.0 Equipment 1.8 1.7 - - 1.8 1.7 Vehicles 1.7 1.5 - - 1.7 1.5 General infrastructure 20.7 20.6 - - 20.7 20.6 Utility, plant, buildings, and infrastructure - - 127.2 130.5 127.2 130.5 Other 0.5 0.2 - - 0.5 0.2 Non-depreciable Assets Land 3.9 3.9 1.6 1.6 5.5 5.5 Construction in progress 4.4 16.8 5.5 3.6 9.9 20.4 $ 40.3 $ 51.7 $ 134.3 $ 135.7 $ 174.6 $ 187.4 A summary of debt outstanding at June 30, 2011 and 2012 is as follows which represents an increase of $3.7 million for the governmental funds and $0.7 million for the proprietary funds, since the end of last year (presented in millions of dollars): Governmental Business-Type Activities Activities Total 2011 2012 2011 2012 2011 2012 Non-current liabilities Liability for compensated absences $ 2.6 $ 2.3 $ 0.9 $ 0.8 $ 3.5 $ 3.1 Bonds (net of discount/issuance cost) 1.5 2.1 37.9 38.9 39.4 41.0 OPEB obligation 7.8 11.2 0.6 0.4 8.4 11.6 $ 11.9 $ 15.6 $ 39.4 $ 40.1 $ 51.3 $ 55.7 Additional detailed data for all debt of the City is presented in the Notes to the Basic Financial Statements in Note 5. The City Charter limits the amount of general obligation debt the City can issue in any one year to .25% of the taxable assessed value of real property within the City. The aggregate of amounts borrowed for which the full faith and credit of the City is pledged

2012 Comprehensive Annual Financial Report for the City of Dover, Delaware Management’s Discussion & Analysis – Part B 33 cannot exceed 5% of assessed value of real property within the City boundaries. The City has used 1.38% of its debt limit. Economic Factors and Next Year’s Budgets and Rates The City is expecting the recent trends in housing a n d e co n o m i c gro wt h t o re - m a in s t a gn a t e . The City developed the fiscal year 2013 budget with the following changes over fiscal year 2012. • All temporary positions eliminated • All vacant positions from 2012 were reviewed. Only those considered critical were budgeted to be filled, resulting in a reduction of 14 positions • No pay increases for City employees except where contractually required • No increases in expenditures unless required by contract or known rate increases • Negotiations with the collective bargaining units to include a 15% across the board cost sharing on all health care plans • Change the transfer policy for the Utility transfers to the General Fund from a percentage of revenue to a fixed dollar amount to reduce the volatility in General Fund revenues. The fixed dollar amounts were kept in line with the current dollar amounts. • Kept the transfer to the Governmental Capital Project Fund at a level to finance critical projects or purchases • Funded the Worker’s Compensation self-insurance fund • Increased Sanitation fees to fully cover cost of Sanitation division and landfill fees; this increase covered what would have been a $0.6 million shortfall in the required 8% budget balance requirement for the General Fund. These actions were incorporated in the budgets across all major funds, even though the General Fund was the only fund experiencing a budgetary shortfall. As stated above the governmental capital budgets included critical vehicle replacements and the continuation of our one major project, the Dover Anchor Library, currently estimated to cost $20 million. The sources of funding for the Dover Anchor Library project include a State of Delaware matching grant of 50%, committed fund balance – Library Construction, a capital campaign of the Dover Library Foundation, and other grants and donations. Water and Wastewater growth is also expected to remain level to the prior year due to slow residential and commercial growth. The City continues towards making major upgrades in the water and wastewater systems to replace aging infrastructure and improve water quality and inflow/infiltration. Water rates and wastewater rates will remain the same as the prior fiscal year. Operational expenses are projected to remain at the prior year levels other than the changes as highlighted above. To finance the capital investment plan for the water and wastewater utilities the City is using a combination of low interest loans provided by the State of Delaware for public utility projects, impact fees and operating funds of $2.9 million. Capital projects have been prioritized in order of criticality. The City continues to maintain competitive water and wastewater rates within the State of Delaware.

2012 Comprehensive Annual Financial Report for the City of Dover, Delaware 34 Management’s Discussion & Analysis – Part B During fiscal year 2012, the City contracted with Burns & McDonnell to update the Electric Cost of Service study so as to incorporate into the budget lower rates due to the decline in power supply cost. This resulted in an overall revenue decrease of 12% for the Electric Utility. The utility rates were reduced by class of customer ranging from 9% to 16%. The Electric Fund will also be utilizing a $5.4 million transfer from the rate stabilization reserve in order to maintain the required budget balance. The City anticipates less than one percent growth in the electric utility for the same reasons as discussed for the water and wastewater utilities. Operational expenses are projected to decrease as a result of the overall changes to the fiscal year 2013 budget as described above. Capital improvements are planned to be financed with existing capital reserves and a $3.5 million transfer from operating income. The City continues to closely monitor the local economy and its impact on growth and revenues. Revenue enhancements, rate increases, and potential cost reductions will continue to be reviewed in order to maintain the City’s financial policies. Contacting the City’s Financial Management This financial report is designed to provide our citizens, taxpayers, customers, and investors and creditors with a general overview of the City’s finances and to demonstrate the City’s accountability for the money it receives. If you have questions about this report or need additional financial information, contact Ms. Donna Mitchell, Controller/Treasurer at 302-736-7018 (TTY/TDD Operator 1-800-855-1155).

FINANCIAL SECTION PART - C BASIC FINANCIAL STATEMENTS S GOVERNMENT-WIDE FINANCIAL STATEMENTS S FUND FINANCIAL STATEMENTS S NOTES TO FINANCIAL STATEMENTS

2012 Comprehensive Annual Financial Report for the City of Dover, Delaware Financial Section, Part C – Basic Financial Statements 37 The City of Dover Statement of Net Assets June 30, 2012 Governmental Business-Type Activities Activities Total Assets: Cash and cash equivalents $ 2,895,605 $ 8,010,528 $ 10,906,133 Investments 4,022,628 23,978,366 28,000,994 Receivables, net 2,785,509 7,492,888 10,278,397 Internal balances 463,832 (463,832) - Due from other governments 300,491 - 300,491 Inventory, at cost 146,562 3,931,323 4,077,885 Prepaid items 54,368 15,459 69,827 Restricted cash and cash equivalents 857,292 8,521,813 9,379,105 Restricted investments 18,136 26,746,829 26,764,965 Net pension/OPEB assets 263,076 1,409,473 1,672,549 Land and construction in progress 20,718,301 5,202,899 25,921,200 Capital assets, net of depreciation 31,009,638 130,528,414 161,538,052 Total assets 63,535,438 215,374,160 278,909,598 Liabilities: Accounts payable and accrued liabilities 3,701,738 6,232,357 9,934,095 Unearned revenue 801,533 285,867 1,087,400 Customer deposits - 1,904,431 1,904,431 Other 121,215 748,397 869,612 Non-current liabilities Due within one year 1,429,065 3,059,437 4,488,503 Due in more than one year 2,936,874 36,648,343 39,585,216 Due in more than one year - OPEB 11,179,542 407,997 11,587,539 Total liabilities 20,169,967 49,286,829 69,456,796 Net Assets: Invested in capital assets net of related debt 49,642,124 98,303,263 147,945,387 Restricted for: Capital construction 38,479 33,836,315 33,874,794 Public Safety 190,520 - 190,520 Other purposes 253,781 - 253,781 Unrestricted (6,759,433) 33,947,753 27,188,320 Total Net Assets $ 43,365,471 $ 166,087,331 $ 209,452,802 See accompanying notes to financial statements

2012 Comprehensive Annual Financial Report for the City of Dover, Delaware 38 Financial Section, Part C – Basic Financial Statements The City of Dover Statement of Activities For the Year Ended June 30, 2012 Net (Expenses) Revenue and Program Revenue Changes in Net Assets Indirect Operating Capital Grants Expenses Charges for Grants and and Governmental Business Type Expenses Allocation Services Contributions Contributions Activities Activities Total Functions/Programs Governmental activities General government $ 2,002,538 $ (822,211) $ 4,043,168 $ 66,576 $ - $ 2,929,417 $ - $ 2,929,417 Public safety 17,638,304 - 4,803,827 1,196,392 - (11,638,085) - (11,638,085) Public works 8,625,613 (490,441) 1,903,623 664,036 290,246 (5,277,267) - (5,277,267) Library and recreation 2,377,363 - 632,824 283,927 6,002,057 4,541,445 - 4,541,445 Community and economic development 773,208 - - 443,120 - (330,088) - (330,088) Central services 1,315,984 (846,599) - - - (469,385) - (469,385) Financial administration 2,986,473 (1,839,949) - - - (1,146,524) - (1,146,524) Other post-employment benefits 6,534,630 - - - - (6,534,630) (6,534,630) Interest charges 90,161 - - - - (90,161) - (90,161) Total governmental activities 42,344,274 (3,999,200) 11,383,442 2,654,051 6,292,303 (18,015,278) - (18,015,278) Business type activities - Water/wastewater 10,174,421 894,186 13,775,833 - 441,285 - 3,148,511 3,148,511 Electric 74,520,659 3,105,014 93,529,401 - - - 15,903,728 15,903,728 Total business type activities 84,695,080 3,999,200 107,305,234 - 441,285 Total Primary Government $ 127,039,354 $ - $ 118,688,676 $ 2,654,051 $ 6,733,588 $ (18,015,278) $ 19,052,239 $ 1,036,961 General revenues Taxes Property taxes 11,050,198 - 11,050,198 Transfer taxes 1,373,103 - 1,373,103 Earnings on investments 141,925 630,420 772,345 Total general revenues 12,565,226 630,420 13,195,646 Transfers 8,300,796 (8,300,796) - Total general revenues and transfers 20,866,022 (7,670,376) 13,195,646 Changes in net assets 2,850,744 11,381,863 14,232,607 Net assets beginning 40,514,727 154,705,468 195,220,195 Net assets ending $ 43,365,471 $ 166,087,331 $ 209,452,802 See accompanying notes to financial statements

2012 Comprehensive Annual Financial Report for the City of Dover, Delaware Financial Section, Part C – Basic Financial Statements 39 The City of Dover Governmental Funds Balance Sheet June 30, 2012 Other Total General Governmental Governmental Fund Funds Funds Assets: Cash and Cash Equivalents $ 2,428,006 $ - $ 2,428,006 Restricted Cash and Cash Equivalents 99,528 757,764 857,292 Investments 3,412,604 - 3,412,604 Restricted Investments 18,136 - 18,136 Receivables, net Accounts 2,380,970 114,476 2,495,446 Taxes 270,499 - 270,499 Due from Other Funds Charges 650,228 135,697 785,925 Due from Other Governments - 300,491 300,491 Prepaid Items 30,019 13,099 43,118 Inventory, at cost 146,562 - 146,562 Total Assets $ 9,436,552 $ 1,321,527 $ 10,758,079 Liabilities: Accounts Payable $ 2,828,599 $ 398,858 $ 3,227,457 Deferred Revenue 1,473,133 162,503 1,635,636 Due to Other Funds Charges 144,726 176,262 320,988 Other 121,215 - 121,215 Total liabilities 4,567,673 737,623 5,305,296 Fund Balances: Non-spendable 198,175 13,099 211,274 Restricted 83,356 399,424 482,780 Committed 920,475 - 920,475 Assigned 658,890 171,381 830,271 Unassigned 3,007,983 - 3,007,983 Total fund balances 4,868,879 583,904 5,452,783 Total liabilities and fund balances $ 9,436,552 $ 1,321,527 $ 10,758,079 See accompanying notes to financial statements

2012 Comprehensive Annual Financial Report for the City of Dover, Delaware 40 Financial Section, Part C – Basic Financial Statements The City of Dover Reconciliation of Governmental Fund Balances To Government-Wide Net Assets June 30, 2012 Total fund balances for governmental funds (Page 39) $ 5,452,783 Total net assets reported for governmental activities in the statement of net assets is different because: Capital assets used in governmental activities are not current financial resources and, therefore, are not reported in the funds. 51,727,939 Other assets are not available to pay for current period expenditures and, therefore, are deferred in the funds. 834,103 The net pension asset resulting from contributions in excess of the annual required contribution (police and employee) is not a current financial resource, and, therefore, is not reported in the governmental funds. Police Pension Plan $ 198,350 General Pension Plan 64,726 263,076 An internal service fund (page 44) is used by the City to charge the cost of the workers' compensation fund. The net assets of the internal service fund are included in governmental activities in the statement of net assets. 633,051 Long-term liabilities applicable to the City's governmental activities are not due and payable in the current period and, accordingly, are not reported as fund liabilities. Interest on long-term debt is not accrued in governmental funds, but rather is recognized as an expenditure when due. All liabilities--both current and long-term--are reported in the statement of net assets. Compensated absences represent amounts accrued for sick leave for those employees who are vested and accrued vacation for all employees. The net OPEB obligation resulting from contributions less than the annual required contribution (general) is not a use of current financial resources, and therefore, is not reported in the governmental funds. Current- General Obligation Bonds $ (420,000) Compensated Absences (1,009,065) (1,429,065) Long-Term- General Obligation Bonds, net of discount $ (1,665,815) Compensated Absences (1,271,059) Net OPEB Obligation (11,179,542) (14,116,416) (15,545,481) Total net assets of governmental activities (Page 37) $ 43,365,471 See accompanying notes to financial statements

2012 Comprehensive Annual Financial Report for the City of Dover, Delaware Financial Section, Part C – Basic Financial Statements 41 The City of Dover Statement of Revenues, Expenditures and Changes in Fund Balances of Governmental Funds For the Year Ended June 30, 2012 Other Total General Governmental Governmental Fund Funds Funds Revenues Fines $ 684,012 $ 518,603 $ 1,202,615 Library revenue- general 53,101 - 53,101 Library revenue county reimbursement 422,721 - 422,721 Licenses and permits 2,816,866 - 2,816,866 Sanitation fees and rebates 1,903,623 - 1,903,623 Recreation - 44,522 44,522 Miscellaneous services 3,939,634 660 3,940,294 Property taxes 11,089,429 - 11,089,429 Transfer taxes - 1,373,103 1,373,103 Grants received 6,865,165 2,044,593 8,909,758 Court of Chancery fees 863,220 - 863,220 Investment income 116,870 535 117,405 Total revenues 28,754,641 3,982,016 32,736,657 Expenditures Current: General government 1,093,772 - 1,093,772 Library services 13,219,138 299,431 13,518,569 Public safety and law enforcement 16,478,602 523,017 17,001,619 Public works 1,649,460 424,601 2,074,061 Recreational services 827,230 - 827,230 Streets and sanitation services 3,280,165 - 3,280,165 Financial administration 902,009 - 902,009 Garage and stores 503,036 - 503,036 Insurance 198,241 - 198,241 Retiree health care 1,614,241 - 1,614,241 Employee pension 1,545,000 - 1,545,000 Community and economic development 216,803 556,405 773,208 Street lights 986,430 - 986,430 Debt Service: Principal retirement 275,000 - 275,000 Interest and fiscal charges 52,734 - 52,734 Bond issuance costs 27,255 - 27,255 Total expenditures 42,869,116 1,803,454 44,672,570 Excess (deficiency) of revenues over (under) expenditures (14,114,475) 2,178,562 (11,935,913) Other financing sources and uses Proceeds from sale of bonds 851,500 - 851,500 Transfers in 10,956,297 2,907 10,959,204 Transfers out (2,907) (2,655,501) (2,658,408) Total other financing sources and uses 11,804,890 (2,652,594) 9,152,296 Net change in fund balances (2,309,585) (474,032) (2,783,617) Fund balances at beginning of year 7,760,608 1,057,936 8,818,544 Prior Period Adjustment - Deferred Revenue (582,144) - (582,144) Fund balances at beginning of year - Restated 7,178,464 1,057,936 8,236,400 Fund balances at end of year $ 4,868,879 $ 583,904 $ 5,452,783 See accompanying notes to financial statements

2012 Comprehensive Annual Financial Report for the City of Dover, Delaware 42 Financial Section, Part C – Basic Financial Statements The City of Dover Reconciliation of the Statement of Revenues, Expenditures and Changes in Fund Balances of Governmental Funds to the Statement of Activities For the Year Ended June 30, 2012 Net change in fund balances--total governmental funds (Page 41) $ (2,783,617) The change in net assets reported for governmental activities in the statement of activities is different because: Governmental fund reports capital outlays as expenditures. However, in the statement of activities the cost of those assets is allocated over their estimated useful lives and reported as depreciation expense. This is the amount by which capital outlays exceeded depreciation in the current period. Capitalization of net capital asset expenditures including CIP $ 13,927,289 Loss on assets transferred in and not fully depreciated (45,880) Current Year depreciation and amortization (2,492,608) 11,388,801 Governmental funds report the repayment of principal of general long-term debt as an expenditure but the repayment reduces the liability in the statement of net assets. 275,000 Changes in other assets are not available to pay for current period expenditures and therefore are deferred in the funds. (457,816) The issuance of long-term debt (e.g., bonds, leases) provides current financial resources to governmental funds, while the repayment of the principal of long-term debt consumes the current financial resources of governmental funds. Neither transaction, however, has any effect on net assets. Also, governmental funds report the effect of issuance costs, premiums, discounts, and similar items when debt is first issued, whereas these amounts are deferred and amortized in the statement of activities. This amount is the net effect of these differences in the treatment of long- term debt and related items. Amortization of 2003 Bond Issuance costs $ (10,172) 2012 Library Construction Loan Proceeds (851,500) (861,672) Under the modified accrual basis of accounting used in the governmental funds, expenditures are not recognized for the transactions that are not normally paid with expendable available financial resources. In the statement of activities, however, which is presented on the accrual basis, expenses and liabilities are reported regardless of when financial resources are available. In addition, assets are not recognized in governmental funds unless they represent current financial resources but are recognized in the statement of activities as they accrue. The following differences, therefore, occur between the statement of activities and the governmental funds. Decrease in compensated absences $ 306,544 Increase in net pension asset - Police Plan (337,461) Increase in net pension asset - General Pension Plan (21,236) Increase in net OPEB obligation - General Fund (3,354,153) (3,406,306) An internal service fund is used by the City to charge the costs of workers' compensation insurance to individual funds. The change in net assets of the internal service fund is transferred to the governmental funds and amounts attributable to internal charges are then allocated to functional expenditures. Net revenue is allocated back to respective functions and business type activities, as appropriate. (1,303,646) Change in net assets of governmental activities (Page 38) $ 2,850,744 See accompanying notes to financial statements

2012 Comprehensive Annual Financial Report for the City of Dover, Delaware Financial Section, Part C – Basic Financial Statements 43 The City of Dover Statement of Net Assets - Proprietary Funds June 30, 2012 Enterprise Funds Governmental Water/ Electric Activities - Wastewater Revenue Internal Fund Fund Total Service Fund Assets Current assets: Cash and cash equivalents $ 1,571,836 $ 6,438,692 $ 8,010,528 $ 467,599 Investments 6,999,674 16,978,692 23,978,366 610,024 Receivables, net 855,506 6,637,382 7,492,888 19,564 Due from other funds-charges 72 24,590 24,662 - Inventory 67,789 3,863,534 3,931,323 - Prepaid items 477 14,982 15,459 11,250 Total current assets 9,495,354 33,957,872 43,453,226 1,108,437 Non-current assets: Restricted assets Cash 1,432,327 7,089,486 8,521,813 - Investments 3,911,530 22,835,299 26,746,829 - Net pension/OPEB asset 201,122 1,208,351 1,409,473 - Land and construction in progress 2,955,819 2,247,080 5,202,899 - Capital assets, net of depreciation 42,544,676 87,983,738 130,528,414 - Total non-current assets 51,045,474 121,363,954 172,409,428 - Total assets 60,540,828 155,321,826 215,862,654 1,108,437 Liabilities Current liabilities: Accounts payable and accrued expenses 470,654 5,761,703 6,232,357 475,386 Due to other funds - charges 128,396 360,098 488,494 - Deferred revenue - 285,867 285,867 - Accrued interest payable 118,370 630,027 748,397 - Customer deposits - 1,904,431 1,904,431 - Revenue bonds payable 687,230 2,110,000 2,797,230 - Liability for compensated absences 81,961 180,247 262,207 - Total current liabilities 1,486,611 11,232,373 12,718,983 475,386 Non-current liabilities: Net OPEB Obligation 407,997 - 407,997 - Revenue bonds payable 10,178,124 25,885,025 36,063,149 - Liability for compensated absences 102,374 482,819 585,194 - Total non-current liabilities 10,688,495 26,367,844 37,056,340 - Total liabilities 12,175,106 37,600,217 49,775,323 475,386 Net Assets Invested in capital assets, net of related debt 36,067,468 62,235,795 98,303,263 - Restricted for capital construction 3,911,530 29,924,785 33,836,315 - Unrestricted 8,386,724 25,561,029 33,947,753 633,051 Total net assets $ 48,365,722 $ 117,721,609 $ 166,087,331 $ 633,051 See accompanying notes to financial statements

2012 Comprehensive Annual Financial Report for the City of Dover, Delaware 44 Financial Section, Part C – Basic Financial Statements The City of Dover Statement of Revenues, Expenses and Changes in Fund Net Assets- Proprietary Funds For the Year Ended June 30, 2012 Enterprise Funds Governmental Water/ Electric Activities - Wastewater Revenue Internal Fund Fund Total Service Funds Operating Revenues Charges for services $ 11,481,030 $ 91,947,980 $ 103,429,010 $ - Miscellaneous services/income 2,294,803 1,581,421 3,876,224 564,887 Total operating revenues 13,775,833 93,529,401 107,305,234 564,887 Operating Expenses Water/wastewater services 7,637,920 - 7,637,920 - General administrative 1,041,868 5,223,149 6,265,017 1,769,964 Power supply - 58,929,133 58,929,133 - Transmission/distribution - 3,023,566 3,023,566 - Engineering - 1,163,379 1,163,379 - Metering - 205,791 205,791 - Systems operations - 498,063 498,063 - Utility tax - 1,548,209 1,548,209 - Depreciation 1,603,159 4,783,444 6,386,603 - Contractual services - - - 31,100 Taxes - - - 24,337 Retirees healthcare 383,765 1,015,731 1,399,496 - Self insurance-workers' compensation - - - 67,652 Total operating expenses 10,666,712 76,390,465 87,057,177 1,893,053 Operating income 3,109,121 17,138,936 20,248,057 (1,328,166) Non-operating Revenues (Expenses) Interest earned: Operating funds 43,089 120,876 163,965 - Reserve funds 66,519 348,640 415,159 19,987 Net increase in fair value of investments 6,096 45,200 51,296 4,533 Interest and fiscal charges (403,597) (1,283,174) (1,686,771) - Gain on sale of assets 1,702 47,966 49,668 - Total non-operating revenue (expenses) (286,191) (720,492) (1,006,683) 24,520 Income before contributions and transfers 2,822,930 16,418,444 19,241,374 (1,303,646) Contractor contributions - infrastructure 441,285 - 441,285 - Transfers out (424,508) (7,876,288) (8,300,796) - Change in net assets 2,839,707 8,542,156 11,381,863 (1,303,646) Total net assets--beginning 45,526,015 109,179,453 154,705,468 1,936,697 Total net assets--ending $ 48,365,722 $ 117,721,609 $ 166,087,331 $ 633,051 See accompanying notes to financial statements

2012 Comprehensive Annual Financial Report for the City of Dover, Delaware Financial Section, Part C – Basic Financial Statements 45 The City of Dover Statement of Cash Flows - Proprietary Funds For the Year Ended June 30, 2012 Enterprise Funds Governmental Water Electric Activities - Wastewater Revenue Internal Fund Fund Total Service Fund Cash Flows from Operating Activities Receipts from customers $ 13,847,970 $ 94,594,624 $ 108,442,594 $ - Payments to suppliers (including purchased power) (7,773,310) (65,156,443) (72,929,753) (101,532) Payments to employees (1,795,746) (4,380,958) (6,176,704) - Payments of personnel related costs (730,933) (1,482,394) (2,213,327) 24,528 Internal activity--payments from (to) other funds (23,539) - (23,539) (27,430) Other receipts (payments) including claims paid (417,882) (2,889,132) (3,307,014) (941,397) Net cash provided by operating activities 3,106,560 20,685,697 23,792,257 (1,045,831) Cash Flows from Noncapital Financing Activities Transfers out (424,508) (7,876,288) (8,300,796) - Net cash used by noncapital financing activities (424,508) (7,876,288) (8,300,796) - Cash Flows from Capital and Related Financing Activities Acquisition and construction of capital assets (4,114,070) (3,194,082) (7,308,152) - Proceeds from capital debt 3,249,161 - 3,249,161 - Bond issuance costs (59,222) - (59,222) - Principal paid on revenue bond maturities (388,009) (2,060,000) (2,448,009) - Interest paid on capital debt (253,649) (1,287,479) (1,541,128) - Net cash used by capital and related financing activities (1,565,789) (6,541,561) (8,107,350) - Cash Flows from Investing Activities Interest on investments 43,089 120,876 163,965 - Redemption of investment securities - - - 974,491 Purchase of investment securities (4,116,308) (8,395,453) (12,511,761) 24,520 Interest on restricted cash 66,519 348,640 415,159 - Net cash provided (used) by investing activities (4,006,700) (7,925,937) (11,932,637) 999,011 Net decrease in cash and cash equivalents (2,890,437) (1,658,089) (4,548,526) (46,820) Balances--beginning of the year 5,894,600 15,186,267 21,080,867 514,419 Balances--end of the year $ 3,004,163 $ 13,528,178 $ 16,532,341 $ 467,599 Reconciliation of operating income to net cash provided (used) by operating activities: Operating income (loss) $ 3,109,121 $ 17,138,936 $ 20,248,057 $ (1,328,166) Adjustments to reconcile operating income to net cash provided by operating activities: Depreciation expense 1,603,159 4,783,444 6,386,603 - Changes in assets and liabilities (Increase)/decrease in receivables 52,127 895,194 947,321 (15,564) (Increase)/decrease in due from other funds 20,010 1,995 22,005 500 (Increase)/decrease in inventory 32,349 154,195 186,544 - (Increase)/decrease in prepaid items 708 369,943 370,651 56,402 Increase/(decrease) in accounts payable and accrued expenses (1,499,370) (1,462,579) (2,961,949) 240,997 Increase/(decrease) in deferred revenue - 91,845 91,845 - Increase/(decrease) in due to other funds (18,539) (51,100) (69,639) - Increase/(decrease) in customer deposits - 76,189 76,189 - Increase/(decrease) in liability for compensated absences (13,523) 7,261 (6,262) - Increase/(decrease) in NPO/NPA for Pension (167,391) (1,139,972) (1,307,363) - Increase/(decrease) in NPO/NPA for OPEB (12,091) (179,654) (191,745) - Net cash provided (used) by operating activities $ 3,106,560 $ 20,685,697 $ 23,792,257 $ (1,045,831) Non-cash investing, capital and financing activities: Change in fair value of investments $ 6,096 $ 45,200 $ 51,296 $4,533 Capital contributions - infrastructure 441,285 - 441,285 - See accompanying notes to financial statements

2012 Comprehensive Annual Financial Report for the City of Dover, Delaware 46 Financial Section, Part C – Basic Financial Statements The City of Dover Statement of Fiduciary Net Assets June 30, 2012 Pension OPEB Trust Trust Agency Funds Fund Funds Assets Cash and cash equivalents $ 1,462,787 $ 748,815 $ 453,410 Investments at fair value - Mutual Funds 31,273,526 10,165,607 - Receivables - - 54,854 Prepaid items - - 3,140 Total assets 32,736,313 10,914,422 511,404 Liabilities Accounts payable - 1,250 56,270 Due to agencies - - 455,134 Total liabilities - 1,250 $ 511,404 Net Assets held in trust for retirement benefits $ 32,736,313 $ 10,913,172 See accompanying notes to financial statements

2012 Comprehensive Annual Financial Report for the City of Dover, Delaware Financial Section, Part C – Basic Financial Statements 47 The City of Dover Statement of Changes in Fiduciary Net Assets For the Year Ended June 30, 2012 Pension OPEB Trust Trust Funds Fund Additions: Net investment income/(loss) $ (39,822) $ 236,936 City's contribution- payroll based 354,034 1,068,895 City's contribution- lump sum 2,883,900 4,512,845 Employee contribution 279,092 - State insurance premium tax proceeds 561,772 - Other 11,519 63,571 Total additions to net assets 4,050,495 5,882,247 Deductions: Benefit payments 4,736,089 1,974,870 General administration 31,405 42,192 Refund of pension contribution 109,354 - Total deductions from net assets 4,876,848 2,017,062 Changes in net assets (826,353) 3,865,185 Net assets - beginning 33,562,666 7,047,987 Net assets - ending $ 32,736,313 $ 10,913,172 See accompanying notes to financial statements

2012 Comprehensive Annual Financial Report for the City of Dover, Delaware 48 Financial Section, Part C – Basic Financial Statements

2012 Comprehensive Annual Financial Report for the City of Dover, Delaware Notes to Financial Statements 49 NOTES TO FINANCIAL STATEMENTS YEAR ENDED JUNE 30, 2012 INDEX 1. FINANCIAL REPORTING ENTITY ............................................................................ 51 A. THE CITY ............................................................................................................................................... 51 B. REPORTING ENTITY................................................................................................................................ 51 2. SIGNIFICANT ACCOUNTING POLICIES.................................................................. 52 A. BASIS OF PRESENTATION ....................................................................................................................... 52 B. BASIS OF ACCOUNTING AND MEASUREMENT FOCUS ................................................................................ 54 C. CAPITAL ASSETS AND LONG-TERM LIABILITES ......................................................................................... 55 D. BUDGET PROCEDURES........................................................................................................................... 55 E. MAJOR TRANSFERS ............................................................................................................................... 56 F. INVENTORIES AND PREPAID ITEMS .......................................................................................................... 57 G. CASH AND INVESTMENTS ........................................................................................................................ 57 H. ACCOUNTS RECEIVABLE......................................................................................................................... 57 I. RESTRICTED ASSETS ............................................................................................................................. 57 J. UNBILLED SERVICE RECEIVABLES ........................................................................................................... 57 K. BOND ACCOUNTS/ISSUANCE COSTS ....................................................................................................... 58 L. FUND EALANCES AND NET ASSETS ......................................................................................................... 58 M. ESTIMATES ............................................................................................................................................ 58 3. DEPOSITS AND INVESTMENTS .............................................................................. 59 A. CASH IN BANK AND CASH EQUIVALENTS.................................................................................................. 59 B. INVESTMENTS ........................................................................................................................................ 59 4. CAPITAL ASSETS .................................................................................................... 62 5. LONG-TERM OBLIGATIONS .................................................................................... 64 A. SUMMARY OF BONDED INDEBTEDNESS BY ISSUE ..................................................................................... 64 B. STATUS AS OF JUNE 30, 2009 – GENERAL OBLIGATION BONDS ............................................................... 64 C. CHANGE IN LONG-TERM DEBT ................................................................................................................ 65 D. DEBT SERVICE REQUIREMENTS .............................................................................................................. 67 E. BOND DISCOUNTS/ISSUANCE COST UNAMORTIZED .................................................................................. 69 6. RESTRICTED ASSETS ............................................................................................. 69 7. FUND BALANCES AND NET ASSETS .................................................................... 70 8. PRIOR PERIOD ADJUSTMENT-DEFERRED REVENUE ......................................... 71 9. PROPERTY TAXES ................................................................................................... 71 10. INTERFUND RECEIVABLES, PAYABLES AND TRANSFERS ............................... 72 A. DUE TO/FROM OTHER FUNDS – CHARGES AND ALLOCATIONS .................................................................. 72 B. INTERFUND TRANSFERS ......................................................................................................................... 72

2012 Comprehensive Annual Financial Report for the City of Dover, Delaware 50 Notes to Financial Statements INDEX - CONTINUED 11. RENTAL INCOME ..................................................................................................... 73 12. MATERIAL COMMITMENTS ..................................................................................... 73 13. FORWARD CONTRACTS ......................................................................................... 74 14. SUBSEQUENT EVENTS ........................................................................................... 75 15. INSURANCE .............................................................................................................. 76 A. HEALTH INSURANCE - STATE OF DELAWARE ............................................................................................ 76 B. W ORKERS’ COMPENSATION FUND - SELF-INSURANCE ............................................................................. 76 C. OTHER THAN HEALTH OR W ORKERS’ COMPENSATION INSURANCE ........................................................... 76 16. COMPENSATED ABSENCES................................................................................... 76 17. OTHER POST EMPLOYMENT BENEFITS ............................................................... 77 18. DEFERRED COMPENSATION PLAN ....................................................................... 80 19. RETIREMENT PLANS ............................................................................................... 81 A. DEFINED CONTRIBUTION PLAN ............................................................................................................... 81 B. DEFINED BENEFIT PLANS ....................................................................................................................... 81

2012 Comprehensive Annual Financial Report for the City of Dover, Delaware Notes to Financial Statements 51 NOTES TO FINANCIAL STATEMENTS YEAR ENDED JUNE 30, 2012 1. FINANCIAL REPORTING ENTITY A. The City The City of Dover was incorporated in 1829 and is a municipal corporation governed by an elected mayor and a nine-member council. The accompanying financial statements present the financial position and operating results for fiscal year ended June 30, 2012. B. Reporting Entity In evaluating how to define the reporting entity, for financial reporting purposes, management has considered all potential component units. The decision to include a potential component unit was made by applying the criteria set forth in Accounting Principles Generally Accepted in the United States of America (GAAP). The criterion used is that set forth by Statement of Governmental Accounting Standards number 14, which defines the reporting entity as the primary government and those component units for which the primary government is financially accountable. Financial accountability is defined as appointment of a voting majority of the component unit's board and either (a) the ability to impose will by the primary government, or (b) the possibility that the component unit will provide a financial benefit to or impose a financial burden on the primary government. Based upon this criterion, the following is a brief review of each potential component unit addressed in defining the government’s reporting entity. Included within the reporting entity: The City provides many services as follows - police protection, street maintenance, sanitation, recreation, library, community development, public improvements, planning, safety inspections, electric generation and distribution, water and wastewater services, legislative services and general administration, including employee benefits. These functions are part of the City’s daily operations and therefore are not legally separate component units. Not included within the reporting entity: The City has joined the State of Delaware Police Pension Plan for uniformed police officers employed by the City after September 1, 1982. The plan is completely managed by the State of Delaware and, therefore, is not included in the financial statements. The Robbins Hose Volunteer Fire Company and the Capital School District are not included within the financial reporting entity because they do not meet the criteria for inclusion set forth by GAAP.

2012 Comprehensive Annual Financial Report for the City of Dover, Delaware 52 Notes to Financial Statements 2. SIGNIFICANT ACCOUNTING POLICIES The accounting policies of the City conform to generally accepted accounting principles as applicable to governments. A summary of the more significant policies follows: A. Basis of Presentation Government-wide Statements: The statement of net assets and the statement of activities include the financial activities of the overall government, except for fiduciary activities. Individual funds are not displayed but the statements distinguish governmental activities, generally funded by taxes and other City revenue, from business-type activities (BTAs), generally funded in whole or in part with fees charged to external users. Eliminations have been made for the doubling-up effect of certain internal activities. The government-wide statement of activities presents a comparison between direct program expenses and program revenues for each function of the City’s governmental activities and for each of the City’s identifiable business-type activities. Direct expenses are those that are specifically associated with a program, function or activity. Program revenues include (a) charges paid by the recipients or beneficiaries of goods or services offered by the programs and (b) grants and contributions that are restricted to meeting the operational or capital requirements of a particular program. Revenues that are not classified as program revenues, including all taxes, are presented as general revenues. The City allocates the costs of certain governmental services to the costs of business- type activities (indirect expense allocation). These costs include allocated amounts of city management, centralized budgetary formulation and oversight, accounting, financial reporting, payroll, procurement contracting and oversight, investing and cash management, personnel services, etc. The allocations are charged to the BTAs based on the use of these services. As a matter of policy, the costs of certain governmental functions are not allocated to the business-type activities such as public safety, library and recreation and community services. Fund Financial Statements: The accounts of the City are organized on the basis of funds, each of which is considered a separate accounting entity. The operations of each fund are accounted for with a separate set of self-balancing accounts that comprise its assets, liabilities, fund equity, revenues and expenditures or expenses, as appropriate. Government resources are allocated to and accounted for in individual funds based upon the purposes for which they are to be spent and the means by which spending activities are controlled. The fund financial statements provide information about the City’s funds, including fiduciary funds. The emphasis of fund financial statements is on major governmental and enterprise funds, each displayed in a separate column. All remaining govern- mental funds are aggregated and reported as non-major funds.

2012 Comprehensive Annual Financial Report for the City of Dover, Delaware Notes to Financial Statements 53 The City reports the following major governmental fund: General Fund The General Fund is the general operating fund of the City. It is used to account for all financial resources except those required to be accounted for in another fund. The City reports the following major proprietary funds: Water/Wastewater Fund This fund accounts for transactions related to water and wastewater services, including the payment of fees to Kent County for the treatment of sewage. The City also holds lease agreements with cell phone companies for equipment placed on City water towers. Electric Revenue Fund This fund incorporates all transactions related to the generation, transmission and distribution of electricity. The City has contracted with both PACE Global and North American Energy Services to manage the City’s power supply and generation assets. The City reports the following non-major funds: Internal Service Fund The City has created one internal service fund to account for the activities related to self-insured Workers’ Compensation. Receipts are provided from contributions by the City’s three major funds. Expenses are related to payment of claims, premiums, and administration costs. Actuarial analyses are completed triennially to insure sufficient reserves for claims for the Workers’ Compensation Fund. Special Revenue Funds The City has ten Special Revenue Funds to account for proceeds of specific revenue sources that are restricted or committed to expenditure for specified purposes other than debt service or capital projects. Fiduciary Funds Fiduciary funds consist of trust and agency funds and are used to report assets held by the City in a trustee or agency capacity for other purposes. These funds are, therefore, not available to support City programs. The City is the trustee for the City’s two pension plans, the Police Pension Fund and the Employee Pension Fund, and the Other Post Employment Benefit Trust. The activity of these plans is accounted for in the Basic Financial Statements. Agency funds are used to account for assets held by the City as an agent for individuals, private organizations or other governments. The City has three agency funds. The City acts as the receiving and paying agent for the Downtown Dover Partnership, Fourth of July Celebration Committee, and Dover Library Foundation.

2012 Comprehensive Annual Financial Report for the City of Dover, Delaware 54 Notes to Financial Statements B. Basis of Accounting and Measurement Focus Basis of accounting refers to when revenues and expenditures or expenses are recognized in the accounts and reported in the financial statements. Basis of accounting relates to the timing of the measurements made, regardless of the measurement focus applied. All Governmental Funds are accounted for using the modified accrual basis of accounting and the current financial resources measurement focus. Their revenues are recognized when they become measurable and available as net current assets. Revenues that are susceptible to accrual include property taxes, grants and billable service charges. All other revenues are accounted for when they are received. Property taxes are recognized in the fiscal period for which they are levied provided they are “available”- i.e., they are collected in the current period or are expected to be collected soon enough thereafter to be used to pay liabilities of the current period. The City considers all revenues reported in the governmental funds to be available if the revenues are collected within sixty-days after year-end, except for trash collection, which has a thirty-day collection period. Expenditures are generally recognized under the modified accrual basis of accounting when the related fund liability is incurred. The exception to this general rule is principal and interest on general long-term debt which is recognized when due. Also, claims and judgments and compensated absences are recognized as expenditures to the extent they have matured. General capital asset acquisitions are reported as expenditures in governmental funds. Proceeds of general long-term debt and acquisitions under capital leases are reported as other financing sources. The government-wide financial statements as well as all proprietary and fiduciary trust funds are accounted for using the accrual basis of accounting and the economic resources measurement focus. Agency funds have no measurement focus. A reconciliation of the governmental fund financial statements prepared on the modified accrual basis of accounting to the government-wide financial statements prepared on the accrual basis of accounting is also provided. The types of transactions included in program revenues in the government-wide statement of activities include charges for services, operating grants and capital grants. Operating income reported in the proprietary fund financial statements includes revenue and expenses related to the continuing operations of the fund. Principal operating revenue for proprietary funds is charges to customers for sales and services. Principal operating expenses are the costs of providing goods and services, which include purchased power, administrative expenses and depreciation of capital assets. All revenues and expenses not meeting this definition are reported as non-operating revenues and expenses.

2012 Comprehensive Annual Financial Report for the City of Dover, Delaware Notes to Financial Statements 55 As permitted by GASB Statement No. 20, with regards to its Enterprise funds the City has elected to apply all applicable GASB pronouncements and all FASB Statements and interpretations, Accounting Principles Board (APB) Opinions and Accounting Research Bulletins (ARB) issued on or before November 30, 1989, unless they conflict with or contradict GASB pronouncements. C. Capital Assets and Long-Term Liabilities Capital assets used in Governmental Fund type operations (general capital assets) are accounted for in the government-wide financial statements rather than in the funds. Public domain ("infrastructure") general capital assets consisting of certain improvements other than buildings, including roads, bridges, curbs and gutters, streets and sidewalks, drainage systems and lighting systems, are capitalized in the government-wide financial statements along with other general capital assets. The capitalization threshold for the City’s assets is $5,000. Personal computers and related hardware valued under $5,000 are manually controlled by the Information Technology Department. All capital assets are valued at historical cost and donated assets are shown at a fair market value as of the date of donation. Depreciation has been provided on general capital assets and is shown in Note 4. Depreciation has been provided over the estimated useful lives using the straight-line method. Estimated useful lives are as follows: Buildings 20 - 50 years Infrastructure 20 - 50 years Vehicles 4 - 7 years Equipment, Furniture, Fixtures 5 - 15 years Long-term liabilities expected to be financed from governmental funds and the long- term estimated liabilities for compensated absences are accounted for in the government-wide financial statements, but not in the Governmental Funds. Depreciation of all exhaustible capital assets used by Proprietary Funds is charged as an expense against their operations. Accumulated depreciation is shown in Note 4 of this section. Depreciation in the proprietary funds has been provided over the estimated useful lives using the straight-line method. The estimated useful lives are presented below: Buildings, Mains, Plant 25 - 50 years Improvements 10 - 20 years Equipment 5 - 15 years Vehicles 4 - 7 years D. Budget Procedures Legally adopted budgets are prepared for the General Fund, Water/Wastewater Fund, Electric Revenue Fund, the Internal Service Fund and the following non-major special revenue funds: Municipal Street Aid Fund, Community Development Block Grant Fund (Federal), State Department of Transportation Grants Fund (Community Trans- portation), and Library Grants Fund.

2012 Comprehensive Annual Financial Report for the City of Dover, Delaware 56 Notes to Financial Statements The General Governmental Capital Project Fund provides for separate budgets to cover the planning and control of capital items for the governmental programs. The financial transactions of this fund are included in the financial statements of the General Fund. The Electric Improvement and Extension Fund and the Water/Wastewater Improvement and Extension Fund are sections of each utility enterprise. These sections are required by bond resolutions. Separate budgets for these funds cover the planning and control of only the capital items of the utilities. The financial transactions of these funds are included in the financial statements of the Electric Revenue Fund and the Water/Wastewater Fund. The City prepares the budget for the General Fund revenues on a modified accrual basis. The expenditures are accounted for when the purchase orders are issued. Budgets for the Electric Revenue Fund, Water/Wastewater Fund and Internal Service Fund are prepared on an accrual basis. Budgets are prepared under the assumption that the principal redemption of long-term debt must be assumed by Enterprise Fund activity in conformity with the bond ordinance. The budget and actual schedules (in the legal budget format (non-GAAP), adopted by the City) for the General Fund, the City’s major governmental fund, are presented in the Required Supplementary Information Section of this report. The Governmental Capital Project Fund is budgeted as part of the General Fund and is also presented in the Required Supplementary Information Section of this report. The budget and actual schedules of the other funds are presented in the supplementary information section of this report because they are “not required.” According to the City's procedures, the preceding year's ending net budgetary balances are considered as resources for the following year. The beginning balances become operating items of revenues in the budgets. Estimated ending budgetary balances provide the balancing amount for each budget. In accordance with the City’s financial policies, adopted by City Council, the major operating funds of the City are required to maintain an 8% minimum ending budget balance expressed as a percentage of operating revenues excluding the beginning budget balance. E. Major Transfers The Electric Revenue Fund and Water/Wastewater Fund annually transfer a budgeted portion of their revenues to the General Fund. In this fiscal year transfers were also made from the Realty Transfer Tax Fund, Municipal Street Aid Fund, Electronic Red Light Safety Program (ERLSP) Fund, State Department of Transportation (D.O.T.) Fund, and Police Grant Fund to the General Fund. The purpose of these transfers is to provide routine subsidies to the General Fund for operating functions, capital project expenditures and debt service requirements. All transfers between the General Fund and the non-major governmental funds are netted in the government-wide financial statements.

2012 Comprehensive Annual Financial Report for the City of Dover, Delaware Notes to Financial Statements 57 F. Inventories and Prepaid Items Both inventories and prepaid items are accounted for using the consumption method. Inventories are treated as operational expenditures at the time of use rather than at the time of purchase for both the governmental and proprietary funds. Prepaid expenses are reflective of insurance policies and commitments due on July 1 for the following fiscal year. The warehouse inventories, consisting mostly of parts and supplies, are maintained on a perpetual inventory basis. Inventories of all funds are valued at cost and net of reserves, utilizing a weighted moving average method of valuation. The City maintains inventory reserves to charge off any damaged or obsolete items. The Electric Revenue Fund maintains fuel inventory for the generating assets on a perpetual basis and utilizes the weighted moving average method of valuation. G. Cash and Investments The City's cash and cash equivalents consist of cash on hand, demand deposits, certificate of deposits and short-term investments with original maturities of three months or less from the date of acquisition. Investments consist of United States Government and its agencies notes and bonds, corporate bonds and common stocks and open-end mutual funds. The fair value of investments is determined by current market value. H. Accounts Receivable Allowances for uncollectible accounts are maintained and uncollectible accounts are charged off against these allowances. The authority to write off accounts is vested with the City Council. Current balances of allowances are as follows: General Fund $150,863 Water/Wastewater Fund 103,234 Electric Revenue Fund 426,651 I. Restricted Assets Certain assets are restricted because their use is limited by bond covenants, endowments, or other similar third party restrictions. Restricted assets as of June 30, 2012 total $36,144,070 including cash and cash equivalents of $9,379,105 and $26,764,965 in investments. Of this amount, $875,428 is attributed to governmental activities and $35,268,642 is attributable to business-type activities. J. Unbilled Service Receivables The City follows a policy of billing for services in accordance with billing cycle procedures. All known services rendered are billed and incorporated in the books at

2012 Comprehensive Annual Financial Report for the City of Dover, Delaware 58 Notes to Financial Statements the end of the fiscal year. Billing information which is unreported by June 30, 2012, by the operating departments is billed and accounted for in the month the information is received. K. Bond Accounts/Issuance Costs In governmental funds, bond discounts and issuance costs are recognized in the current period. Bond discounts and issuance costs for Proprietary Funds and in the government-wide financial statements are deferred and amortized over the term of the bonds using the straight-line method. Bond discounts and issuance costs are presented as a reduction of the face amount of bonds payable. L. Fund Balances and Net Assets Governmental fund balances are reported based on a hierarchy of constraints on the nature or specific purpose to which the funds can be spent. The classifications of fund balance are as follows: • Non-spendables are amounts that cannot be spent either because they are in a non-spendable form or because they are legally or contractually required to be maintained intact. • Restricted are amounts that can be spent only for specific purposes because of the City Charter, the City Code, state or federal laws, or externally imposed conditions by grantors or creditors. • Committed are amounts that can be used only for specific purposes determined by a formal action, either a City ordinance or resolution, which is approved by City Council majority vote the highest level of decision-making authority. • Assigned are amounts that are designated by city management for a particular purpose but are not spendable until a budget ordinance is passed or there is a majority vote approval (for capital projects or debt service) by City Council. • Unassigned fund balance represents the amount available for appropriation. The city considers restricted, committed, or assigned amounts to have been spent when a related expenditure is incurred. Proprietary funds report net assets in three categories: 1) invested in capital assets net of related debt; 2) restricted net assets; and 3) unrestricted net assets. Fund balances and net assets are further explained in Note 7. M. Estimates The preparation of financial statements in conformity with generally accepted accounting principles in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

2012 Comprehensive Annual Financial Report for the City of Dover, Delaware Notes to Financial Statements 59 3. DEPOSITS AND INVESTMENTS A. Cash in Bank and Cash Equivalents Custodial credit risk – deposits. The bank collateralizes the City of Dover’s deposits over and above those covered by the $250,000 FDIC Insurance limit with specific securities, which are ‘marked to market’ daily against the aggregate balances. The market value of the collateral is at a minimum of or equal to 102% of the amount of applicable deposits. Collateral consists solely of either full faith and credit obligations of the United States Government or fixed rate obligations of agencies or instruments of the United States Government. The Custodian holds the Collateral in a separately designated pledge account in the name of the City. On June 30, 2012, the carrying amount of unrestricted cash totaled $10,906,133 and the bank cash balances totaled $10,547,880. The carrying amount of restricted cash totaled $9,379,105 and the bank cash balances on restricted accounts totaled $9,370,862. The restricted deposits are held by the City for bond related transactions, special purpose operating and capital grants. Fiduciary fund deposits of $2,665,012 are excluded. B. Investments The City Council has adopted an investment policy which is reviewed every two years and updated as needed for best practices. The Pension Boards have their own distinct investment policy over the Pension Trust funds since the objectives differ from those of the City. The City investments are segregated from the Pension Trust investments for clarity. As of June 30, 2012, the City had the following investments: i. Investments Held by Third Party Custodian Investment Type Fair Value (Years) Government-Wide: Fixed income securities: U.S. Government Treasuries $ 11,413,942 2.68 U. S. Government Agencies 22,740,188 2.53 Municipal Obligations 1,868,408 3.40 Corporate Bonds 15,412,983 1.86 Certificate of Deposit 3,270,380 1.06 Fair Value of fixed income securities 54,705,901 Portfolio weighted average maturity 2.31 Other investments: Money Market Mutual Funds & Certificate of Deposit 36,900 Equity Stock and Other 23,158 Total Other Investments 60,058 Total Government-Wide Investments $ 54,765,959 Interest rate risk: As a means of limiting its exposure to fair value losses arising from rising interest rates the City’s investment policy limits U.S. Government securities to a maximum maturity of 10 years from the date of purchase. For most other securities,

2012 Comprehensive Annual Financial Report for the City of Dover, Delaware 60 Notes to Financial Statements the maximum maturity is five years from the date of purchase. Short-term cash flow balances are invested up to one year. The investments are held in the City’s name at a third party custodian. Credit risk: The City’s investment policy is to apply the prudent-person rule. Investments are made as a prudent person would be expected to act, with discretion and intelligence, to seek reasonable income, preserve capital and, in general, avoid speculative investments. As of June 30, 2012, the City’s fixed income and short-term investments had the following risk characteristics as compared to the Standard’s & Poor’s: Authorized Investments Policy Minimum Rating Category Portfolio Ratings Percent Allocation U.S. Government N/A AAA 20.86% U.S. Government Agency N/A AAA 41.57% Certificates of Deposit and Short-Term A-1 Short-Term A-1+ 5.98% Time Deposits Long-Term AA Long-Term AA- Corporate Debt Issued by a US Corporation Commercial Paper A-1 N/A Corporate Notes/Bonds AA AA- to AAA 28.17% Repurchase Agreements Short-Term A-1 N/A Long-Term AA Registered Investment Companies AAAm AAAm (money market funds) Municipal Obligations AA AA- to AAA 3.42% Concentration of credit risk: The City has sector and issuer limitations on its investment portfolio as follows: Authorized Investments Sector and Issuer Restrictions U.S. Government Up to 100% per sector U.S. Government Agency Up to 100% per sector Certificates of Deposits and Time Deposits Up to 25% per sector; 5% per issuer Corporate Debt Commercial Paper Up to 25% per sector; 5% per issuer Corporate Notes/Bonds Up to 50% per sector; 5% per issuer Repurchase Agreements Up to 25% per sector Registered Investment Companies Up to 25% per sector (money market funds) Municipal Obligations Up to 30% per sector; 5% per issuer

2012 Comprehensive Annual Financial Report for the City of Dover, Delaware Notes to Financial Statements 61 ii. Investments Held for Employee Post Retirement Benefits Investment Type Fair Value (Years) Other Postemployment Benefits (OPEB) and Pension Funds (Trustee held): Corporate Bonds - OPEB Trust $ 3,148,635 4.85 Short-term corporate bond open-end mutual funds 7,061,875 2.70 Intermediate-term corporate bond open-end mutual funds 3,649,672 6.50 Fair value of fixed income investments 13,860,182 Portfolio weighted average maturity 4.68 Other investments: Domestic equity open-end mutual funds 17,302,430 International equity open-end mutual funds 10,276,521 Fair value of other investments 27,578,951 Total fair value OPEB and pension funds $ 41,439,133 The Pension Trust and OPEB Trust have their investments exclusively in open-end mutual funds, with limits on its investments as follows: Authorized Investments Target% Benchmark Domestic Equities: Large Value 14.00% S&P 500 Value Mid-Cap Value 9.00% MSCI US Mid Cap 450 Index USD Large Growth 12.70% S&P 500 Growth Small Value 5.00% S&P 600 Value Global Equities: World Stock 18.10% MSCI AC World Index NS USD International Foreign Large Value 6.50% MSCI EAFE Large Value NR USD Fixed Income Short Term Bonds 11.10% Barclays US Govt/Credit 1-3 YR TR USD Intermediate Term Bonds 21.90% Barclays US Govt/Credit 5-10 YR TR USD Cash & Cash Equivalents 2.00% BofA ML 3-month T-bill total return index Custodial credit risk-investments: For an investment, this is the risk that, in the event of the failure of the counterparty, the City will not be able to recover the value of its investments or collateral securities that are in the possession of an outside party. To avoid custodial credit risk, it is the City’s policy to have its investments held at a third party custodian in the City’s name.

2012 Comprehensive Annual Financial Report for the City of Dover, Delaware 62 Notes to Financial Statements 4. CAPITAL ASSETS A summary of the Capital asset activity for the year ended June 30, 2012 is presented below: Beginning Ending Balance Increases Decreases Balance Governmental activities: Capital assets, not being depreciated Land $ 3,958,887 $ - $ - $ 3,958,887 Construction in progress 4,353,219 12,406,195 - 16,759,414 Total capital assets, not being depreciated 8,312,106 12,406,195 - 20,718,301 Capital assets, being depreciated: Buildings 10,941,377 - - 10,941,377 Furniture and fixtures 180,350 - - 180,350 Equipment 6,945,986 278,938 259,270 6,965,654 Vehicles 4,701,285 311,855 335,481 4,677,659 Lights 614,531 - - 614,531 Improvements other than buildings 38,768,648 930,301 2,234 39,696,715 Books and audio visuals 8,115 - - 8,115 D.R.M.O. police equipment 46,701 - 46,701 - Total capital assets, being depreciated 62,206,993 1,521,094 643,686 63,084,401 Less accumulated depreciation for: Buildings (3,660,115) (256,721) - (3,916,836) Furniture and fixtures (163,669) (6,296) - (169,965) Equipment (5,104,771) (388,680) 246,002 (5,247,449) Vehicles (2,998,303) (483,338) 305,103 (3,176,538) Lights (445,230) (9,952) - (455,182) Improvements other than buildings (17,753,036) (1,347,621) - (19,100,657) Books and audio visuals (8,136) - - (8,136) D.R.M.O. police equipment (46,701) - 46,701 - Total accumulated depreciation (30,179,961) (2,492,608) 597,806 (32,074,763) Total capital assets, being depreciated, net 32,027,032 (971,514) 45,880 31,009,638 Governmental activities capital assets, net $ 40,339,138 $ 11,434,681 $ 45,880 $ 51,727,939 (continued)

2012 Comprehensive Annual Financial Report for the City of Dover, Delaware Notes to Financial Statements 63 (continued) Beginning Ending Balance Increases Decreases Balance Business-type activities: Electric Revenue Fund Capital assets, not being depreciated Land $ 1,458,066 $ - $ - $ 1,458,066 Construction in progress 424,809 981,729 617,524 789,014 Total capital assets, not being depreciated 1,882,875 981,729 617,524 2,247,080 Capital assets, being depreciated Buildings 17,383,566 73,062 - 17,456,628 Production 63,408,937 1,201,462 - 64,610,399 Transmission 32,558,944 625,968 78,164 33,106,748 Distribution 59,824,248 956,948 100,831 60,680,365 Administration 1,551,280 82,737 - 1,634,017 Vehicles 622,236 48,238 30,378 640,096 Total capital assets, being depreciated 175,349,211 2,988,415 209,373 178,128,253 Less accumulated depreciation for: Buildings (10,992,065) (408,243) - (11,400,308) Production (39,931,442) (1,485,180) - (41,416,622) Transmission (9,206,982) (1,173,393) 35,821 (10,344,554) Distribution (23,817,302) (1,563,452) 58,487 (25,322,267) Administration (1,102,778) (93,767) - (1,196,545) Vehicles (435,188) (59,409) 30,378 (464,219) Total accumulated depreciation (85,485,757) (4,783,444) 124,686 (90,144,515) Total capital assets, being depreciated, net 89,863,454 (1,795,029) 84,687 87,983,738 Total electric revenue fund capital assets, net 91,746,329 (813,300) 702,211 90,230,818 Water/Wastewater Fund Capital assets, not being depreciated Land 163,240 - - 163,240 Construction in progress 5,052,761 3,778,547 6,038,729 2,792,579 Total capital assets, not being depreciated 5,216,001 3,778,547 6,038,729 2,955,819 Capital assets, being depreciated Plant, wells, pumping stations, and storage 15,645,634 72,866 - 15,718,500 Distribution mains, hydrants, and accessories 16,828,436 845,137 - 17,673,573 Sewage plant mains, and pumping stations 25,868,143 5,712,426 - 31,580,569 Vehicles and equipment 4,441,025 186,903 49,073 4,578,855 Total capital assets, being depreciated 62,783,238 6,817,332 49,073 69,551,497 Less accumulated depreciation for: Plant, wells, pumping stations, and storage (6,382,895) (325,902) - (6,708,797) Distribution mains, hydrant, and accessories (5,470,117) (340,275) - (5,810,392) Sewage plant mains, and pumping stations (10,514,667) (650,294) - (11,164,961) Vehicles and equipment (3,085,056) (286,688) 49,073 (3,322,671) Total accumulated depreciation (25,452,735) (1,603,159) 49,073 (27,006,821) Total capital assets, being depreciated, net 37,330,503 5,214,173 - 42,544,676 Total water/wastewater fund capital assets, net 42,546,504 8,992,720 6,038,729 45,500,495 Business-type activities capital assets, net $ 134,292,833 $ 8,179,420 $ 6,740,940 $ 135,731,313

2012 Comprehensive Annual Financial Report for the City of Dover, Delaware 64 Notes to Financial Statements Depreciation expense was charged to functions/ programs of the primary government as follows: Governmental activities: General government $ 17,029 Central services 96,352 Public safety 459,138 Public works 1,644,731 Library and recreation 199,014 Financial administration 76,344 Total depreciation expense - governmental activities $ 2,492,608 5. LONG -TERM OBLIGATIONS A. Summary of Bonded Indebtedness by Issue Original Remaining Interest Maturity Arbitrage Purpose Governmental Activities 2003 General Obligation Bonds $3,430,000 $1,275,000 3.870% 7/1/04 - 7/1/16 No Refunding of '92 &'95 issues 2012 General Obligation Bonds $4,700,000 $851,500 2.600% 5/25/13 - No Construction of New Library, Street Paving 5/25/32 Program, Installation of City Hall Sprinkler System Business Type Activities Water/Wastewater Bonds 2000 State of Delaware - $750,000 $365,083 3.600% 10/1/00 - 4/1/20 No Wastewater Pump Station # 7 - Leipsic Revolving Loan Fund - Municipal Revenue 2003 Revenue Bonds $7,980,000 $2,610,000 3.790% 7/1/04 - 7/1/23 Yes Complete refund 1986B Series; partial refunding 1993 and 1993A Series; expansion and upgrades of water and sanitary sewer systems 2009 State of Delaware - $5,581,059 $5,581,059 2.000% 12/1/12 - No Pump station replacements/upgrades and sanitary Revolving Loan Fund - Municipal 12/1/31 sewer main relining Revenue 2010 State of Delaware - $2,404,017 $2,354,745 2.470% 4/1/12 - 10/1/30 No Water quality improvements and main Revolving Loan Fund - Municipal replacements Revenue 2011 State of Delaware - $765,060 $65,822 2.000% Est. 12/31/31 No Construction in progress - Pump station Revolving Loan Fund - Municipal replacements/upgrades and sanitary sewer main Revenue relining; Maturity date will be set at project completion (Coverage ratio on Water/Wastewater Bonds requires net revenues to be at least 1.2 times the maximum annual debt service) Electric Revenue Bonds 2010 Revenue Bonds $8,810,000 $7,140,000 1.777% 7/1/11 - 7/1/15 Yes Complete refund 2004 Series 2008 Revenue Bonds $22,200,000 $21,080,000 4.810% 7/1/09 - 7/1/33 Yes Expansion and upgrades of electric system (Coverage ratio on Electric Bonds requires net revenues to be at least 1.25 times the maximum annual debt service) B. Status as of June 30, 2012 – General Obligation Bonds Long-term indebtedness of the City of Dover consists of the following general purpose General Obligation Bonds:

2012 Comprehensive Annual Financial Report for the City of Dover, Delaware Notes to Financial Statements 65 2003 Series $1,275,000 2012 Series 851,500 $2,126,500 The 2012 Series General Obligation Bonds represent proceeds from drawdowns on a bank qualified loan during the construction period of the projects financed. The projects financed by the approved issue of $4.7 million are expected to be completed in Fiscal Year 2013. The City has a forward rate commitment at 2.6% which expires May 23, 2013. The total General Obligation Bonds outstanding amount includes $420,000 payable within one year based on estimates of the 2012 Series debt amortization. C. Change in Long-Term Debt The following tables summarize the debt transactions for the year ended June 30, 2012: i. General Long-Term Debt Balance Balance Payable within Item 7/01/11 Additions Reductions 6/30/12 one Year Compensated Absences $ 2,586,668 $ 1,323,135 $ 1,629,679 $ 2,280,124 $ 1,009,065 General Obligation Bonds 1,550,000 851,500 275,000 2,126,500 420,000 OPEB Obligation 7,825,389 3,354,153 - 11,179,542 - Sub-total of General Long-Term Debt $ 11,962,057 $ 5,528,788 $ 1,904,679 $ 15,586,166 $ 1,429,065 (a) During fiscal year 2012 the City issued General Obligation Bonds through a bank qualified loan with PNC Bank for capital projects. The projects included a new Dover Public Library and several street re-pavement projects. The amount of the bond is $4.7 million. The loan is set up for the City to draw down the funds as capital expenses are paid. The City pays interest only during the construction period, which is capitalized with the asset. Upon completion of the financed projects, the City will receive a twenty-year amortization schedule for the principal and interest payments. The capital projects associated with this bond are expected to be completed in fiscal year 2013. The estimated annual payment of $196,500 including interest is anticipated for FY13, and estimated annual payments of $334,200 are expected to begin in FY14.

2012 Comprehensive Annual Financial Report for the City of Dover, Delaware 66 Notes to Financial Statements ii. Enterprise Funds Debt Water/Wastewater Fund Balance Balance Payable within Item 7/01/11 Additions Reductions 6/30/12 one Year Compensated Absences $ 197,858 $ 120,094 $ 133,617 $ 184,335 $ 81,961 Revenue Bonds-Water and Wastewater 2,910,000 - 300,000 2,610,000 310,000 State of Delaware Municipal Revenue Bond - Wastewater 403,820 - 38,737 365,083 40,144 State of Delaware Municipal Revenue Bond - Wastewater 4,321,209 1,259,850 - 5,581,059 236,604 State of Delaware Municipal Revenue Bond - Water 480,528 1,923,489 49,272 2,354,745 100,482 State of Delaware Municipal Revenue Bond - Wastewater (a) - 65,822 - 65,822 - OPEB Obligation 575,388 - 167,391 407,997 - Sub-total of Water/ Wastewater Fund $ 8,888,803 $ 3,369,255 $ 689,017 $ 11,569,041 $ 769,191 (a) During fiscal year 2011 the City issued revenue bonds through the State of Delaware Revolving Fund Loan program for Wastewater projects. The amount of the Wastewater Bond is $765,060. The loan program is set up for the City to draw down the funds as capital expenses are paid. The City pays interest only during the construction period, which is capitalized with the asset. Upon completion of the financed projects, the City will receive a twenty-year amortization schedule for the principal and interest payments. The capital projects associated with this bond are expected to be completed in fiscal year 2013. Estimated annual payments of $54,000 for Wastewater are expected to begin in FY14. iii. Enterprise Funds Debt Electric Revenue Fund Balance Balance Payable within Item 7/01/11 Additions Reductions 6/30/12 one Year Compensated Absences $ 655,804 $ 271,042 $ 263,780 $ 663,066 $ 180,247 Revenue Bonds 30,280,000 - 2,060,000 28,220,000 2,110,000 Sub-total of Electric Revenue Fund 30,935,804 271,042 2,323,780 28,883,066 2,290,247 Sub-total of Enterprise Fund Debt 39,824,607 3,640,297 3,012,797 40,452,107 3,059,438 Grand Totals of Long-Term Debt $ 51,786,664 $ 9,169,085 $ 4,917,476 $ 56,038,273 $ 4,488,503 The revenue and general obligation bonds payable as shown in the statement of net assets are net of unamortized bond discount and issuance costs as follows:

2012 Comprehensive Annual Financial Report for the City of Dover, Delaware Notes to Financial Statements 67 Unamortized As Shown Bond Balance Fund Above Discounts Sheet General $ 2,126,500 $ 40,685 $ 2,085,815 Water/Wastewater 10,976,709 111,355 10,865,354 Electric 28,220,000 224,975 27,995,025 Total $ 41,323,209 $ 377,015 $ 40,946,194 The City does not receive reimbursement for debt service from any other governmental units. The City does not have any special assessment debt or defeased bonds as of June 30, 2012. D. Debt Service Requirements The following are the debt service requirements to maturity on the City's general obligation bonds and revenue bonds. i. Governmental Activities: Fiscal 2003 General Obligation Bonds Year Principal Interest Total 2013 $285,000 $42,738 $327,738 2014 295,000 32,440 327,440 2015 220,000 22,950 242,950 2016 230,000 14,285 244,285 2017 245,000 4,900 249,900 Total $1,275,000 $117,313 $1,392,313

2012 Comprehensive Annual Financial Report for the City of Dover, Delaware 68 Notes to Financial Statements ii. Business-type Activities Water/Wastewater Fund Fiscal 2003 Revenue Bonds 2000 Municipal Revenue Bonds 2009 Municipal Revenue Bonds 2010 Municipal Revenue Bonds Year Principal Interest Principal Interest Principal Interest Principal Interest 2013 $310,000 $95,572 $40,144 $12,785 $236,604 $110,444 $100,482 $60,807 2014 320,000 84,052 41,601 11,326 241,360 105,688 103,121 58,168 2015 330,000 71,512 43,113 9,815 246,211 100,837 105,831 55,459 2016 155,000 65,468 44,679 8,250 251,160 95,888 108,611 52,679 2017 160,000 59,068 46,301 6,626 256,208 90,840 111,464 49,825 2018 165,000 52,302 47,984 4,946 261,358 85,690 114,392 46,897 2019 175,000 44,866 49,727 3,202 266,611 80,437 117,397 43,892 2020 180,000 37,126 51,534 1,397 271,970 75,078 120,481 40,808 2021 190,000 28,766 - - 277,437 69,611 123,646 37,643 2022 200,000 19,764 - - 283,013 64,035 126,895 34,395 2023 210,000 10,106 - - 288,702 58,346 130,228 31,061 2024 215,000 - - - 294,505 52,543 133,649 27,640 2025 - - - - 300,424 46,624 137,160 24,129 2026 - - - - 306,463 40,585 140,764 20,526 2027 - - - - 312,623 34,425 144,461 16,828 2028 - - - - 318,906 28,142 148,257 13,033 2029 - - - - 325,316 21,732 152,151 9,138 2030 - - - - 331,855 15,193 156,148 5,141 2031 - - - - 338,526 8,522 79,606 1,039 2032 - - - - 171,807 1,718 - - Total $2,610,000 $568,602 $365,083 $58,347 $5,581,059 $1,186,378 $2,354,745 $629,106 Electric Revenue Fund Total Fiscal 2008 Revenue Bonds 2010 Revenue Bonds Business-type Year Principal Interest Principal Interest Activities 2013 $410,000 $1,006,954 $1,700,000 $253,100 $4,336,892 2014 430,000 986,454 1,740,000 219,100 4,340,870 2015 450,000 964,954 1,810,000 166,900 4,354,631 2016 475,000 942,454 1,890,000 94,500 4,183,688 2017 695,000 918,704 - - 2,394,036 2018 730,000 883,954 - - 2,392,523 2019 765,000 847,454 - - 2,393,586 2020 800,000 815,706 - - 2,394,100 2021 840,000 781,706 - - 2,348,809 2022 880,000 746,006 - - 2,354,107 2023 925,000 707,506 - - 2,360,949 2024 970,000 665,881 - - 2,359,218 2025 1,015,000 622,231 - - 2,145,568 2026 1,065,000 576,555 - - 2,149,892 2027 1,120,000 527,300 - - 2,155,637 2028 1,175,000 475,500 - - 2,158,837 2029 1,230,000 416,750 - - 2,155,087 2030 1,290,000 355,250 - - 2,153,587 2031 1,355,000 290,750 - - 2,073,443 2032 1,420,000 223,000 - - 1,816,525 2033 1,485,000 152,000 - - 1,637,000 2034 1,555,000 77,750 - - 1,632,750 Total $21,080,000 $13,984,819 $7,140,000 $733,600 $56,291,739 The preceding tables do not include the final payment schedule for the 2011 State Revolving Loan in the Water/Wastewater Fund and the 2012 General Obligation Bond which will be issued upon completion of the capital related projects; nor do they include compensated absences.

2012 Comprehensive Annual Financial Report for the City of Dover, Delaware Notes to Financial Statements 69 E. Bond Discounts/Issuance Cost Unamortized The following adjustments were made to the bond discounts/issuance cost for the fiscal year ending June 30, 2012: Additions Balance (Reductions) Amortized Balance 7/1/2011 FY 2012 FY 2012 6/30/2012 General Fund GO Bonds $ 50,857 $ - $ 10,172 $40,685 Discounts/Issuance Cost Water/Wastewater Bonds 202,173 (59,222) 31,596 111,355 Discounts/Issuance Cost Electric Revenue Bonds 246,554 - 21,579 224,975 Discounts/Issuance Cost 6. RESTRICTED NET ASSETS In the government-wide financial statements the restricted net assets of the governmental activities and business type activities are as follows: Governmental Activities Grants-capital construction These represent the State DOT and $38,479 Garrison Oak grants reported in the non- major special revenue funds. Grants-public safety These represent the Police grants, 190,520 ERLSP grant and Substance Abuse Prevention grant in the special revenue type funds. Other Purposes These represent all other funds reported 253,781 in the special revenue type, except the grants reserved for capital construction and public safety. Also included is an endowment from Mary Elizabeth Paton and patronage stocks. Total Restricted Net Assets $482,780 Business Type Activities Net restricted assets for construction purposes - expendable Water/Wastewater Restrictions on investments $3,911,530 imposed by bond covenants Electric Restrictions on investments 29,924,785 imposed by bond covenants $33,836,315

2012 Comprehensive Annual Financial Report for the City of Dover, Delaware 70 Notes to Financial Statements 7. FUND BALANCES & NET ASSETS In the governmental fund financial statements, fund balances are reported based on a hierarchy of constraints on the specific purposes for which the funds can be spent. Non-spendable fund balances represent items that are not in spendable form and not expected to be converted to cash. This criterion also applies to the corpus of permanent funds, which would include the Mary Paton library endowment. Restricted fund balances represent amounts that have externally imposed restrictions by creditors, grantors, enabling legislation or laws and regulations of other governments. The fund balances of the City’s grant funds fall into this category, as well as a couple of accounts that have contractual restrictions imposed by a third party. Committed fund balances represent amounts that can be used only for specific purposes pursuant to constraints imposed by formal action of the government’s highest level of decision-making authority. These amounts cannot be used for any other purpose unless the government removes or changes the specified use by taking the same type of action to which it previously committed the amount. Assigned fund balances represent amounts constrained by the City’s intent to be used for specific purposes. These amounts represent the City’s capital asset appropriations and the City’s matching funds for grant related projects. Also, included are donated assets to be used for law enforcement purposes. The constraints placed on assigned fund balances are implemented through internal processes such as a budget ordinance or motion of City Council. Therefore, they do not have the same restrictive nature of a restricted fund balance. Unassigned fund balance is the residual amount that has not met the criteria for the aforementioned classifications. The unassigned fund balance is available for expenditures as they are incurred. The composition of the City fund balances is as follows:

2012 Comprehensive Annual Financial Report for the City of Dover, Delaware Notes to Financial Statements 71 Other General Governmental Fund Funds Total Fund balances: Nonspendable: Inventory & Prepaids $ 176,581 $ 13,099 $ 189,680 Patronage Stock 16,594 - 16,594 Library Endowment 5,000 - 5,000 Subtotal Nonspendable: 198,175 13,099 211,274 Restricted for: Library Endowment Interest 1,542 - 1,542 Verizon cable franchise 81,814 - 81,814 Highway resurfacing - 17,908 17,908 ERLSP - 100 100 Realty Transfer Tax - 100 100 CDBG - 4,156 4,156 CDBG- State for ADA Improvements - 3,931 3,931 Garrison Oak Master Plan - 20,571 20,571 Substance Abuse Prevention - 18,015 18,015 Municiple Street Aid - 132,230 132,230 Library Grants - 30,008 30,008 Police Grants - 172,405 172,405 Subtotal Restricted for: 83,356 399,424 482,780 Committed to: Contingency 721,193 - 721,193 Parkland 199,282 - 199,282 Subtotal Committed to: 920,475 - 920,475 Assigned to: Capital Assets 641,761 - 641,761 Police Investigations 17,129 - 17,129 Highway resurfacing - 171,381 171,381 Subtotal Assigned to: 658,890 171,381 830,271 Unassigned 3,007,983 - 3,007,983 Total fund balances $ 4,868,879 $ 583,904 $ 5,452,783 8. PRIOR PERIOD ADJUSTMENT – DEFERRED REVENUE During the year ended June 30, 2012 management performed an analysis on deferred revenue balances and identified $0.6 million of additional deferred revenue that relates to prior years. As a result the prior period fund balances have been adjusted for this change. 9. PROPERTY TAXES Property taxes are levied under the authority of the City Charter on all real property located within the City limits. The City assessor is in charge of the property assessments and the City Council levies the property tax rate. The following table provides important dates with reference to property taxes. Beginning of fiscal year for taxes July 1 Tax rate levied June Taxes billed July 1

2012 Comprehensive Annual Financial Report for the City of Dover, Delaware 72 Notes to Financial Statements Taxes due and payable at par July 31 Penalty of one and one half percent starts August 1 Lien established on property for property taxes July 1 Tax sales of property with unpaid taxes 2 years from date of billing There are no material delinquent property taxes as of June 30, 2012. 10. INTERFUND RECEIVABLES, PAYABLES AND TRANSFERS The composition of interfund balances as of June 30, 2012 is as follows: A. Due to/from other funds – Charges and Allocations Receivable Fund Payable Fund Amount General Fund Non-major governmental funds $176,262 Water/ Wastewater Fund 112,763 Electric Revenue Fund 360,098 Internal Service Fund 1,105 Water/ Wastewater Fund General Fund 72 Electric Fund General Fund 8,957 Water/Wastewater Fund 15,633 Non-Major Governmental Funds General Fund 135,697 Total $810,587 The outstanding balances between funds result mainly from the time lag between the dates that (1) interfund goods and services are provided or reimbursable expenditures occur, (2) transactions are recorded in the accounting system, and (3) payments between funds are made. B. Interfund Transfers Transfers In - General Fund Transfers Out Non-major governmental funds $2,655,501 Water/ Wastewater Fund 424,508 Electric Revenue Fund 7,876,288 Total $10,956,297 Transfers are generally made for the purpose of providing operating capital or debt service subsidies to the receiving fund in accordance with City policy.

2012 Comprehensive Annual Financial Report for the City of Dover, Delaware Notes to Financial Statements 73 11. RENTAL INCOME The City has two lease agreements that are recorded as miscellaneous revenue in the General Fund. The first lease is with an individual for agricultural use of the Garrison Farm which generated $34,390 in rental income. The second lease is with LS Power – White Oak Solar Energy LLC, for electric generation use of the Garrison Farm which generated $55,688 in rental income. The City’s Electric Revenue Fund owns a professional office building which houses the City’s Customer Service, Finance and Information Technology Departments. At June 30, 2012, the City had leases with three tenants for the remaining space available. Lease revenue is $193,065 in the Electric Revenue Fund consisting of office space rental of $146,565, substation rental of $30,000 and pole rentals of $16,500. The City maintains several water tower leases for a group of telecommunications companies. These are recorded as revenue of the Water/Wastewater Fund and total $313,101 in the current fiscal year. 12. MATERIAL COMMITMENTS A. The City budgets monies to assist the volunteer fire company with payments on two pieces of firefighting equipment. During fiscal year 2012, City Council approved the replacement of Ladder #1. The first installment in the amount of $145,614 is scheduled for July 15, 2012. The final installment of $123,893 for Engine #5 was paid in October 2011. The apparatus payments are budgeted as expenditures in the Governmental Capital Projects Fund budget. The payments are as follows: Ladder #2 $ 92,901 Ladder #1 145,614 B. The City entered into a five-year management contract with The Energy Authority effective July 1, 2011 to provide a market-based approach for power supply management. The Energy Authority manages energy purchases and utilizes the City’s generating assets to provide a level of rate stability as necessary to mitigate the effects of rising and volatile energy prices. The Energy Authority also provides oversight of the plant operator contract and monitors their performance. The contract provides for $996,000 in management fees to be paid monthly. C. The City also entered into a management contract with North American Energy Services (NAES) to operate and maintain the generating assets of the electric utility in May 2006. The City extended the contract with NAES in fiscal year 2010 through June 30, 2013. The City has incorporated the budgets and financial activity of the plant into its procedures used for all other divisions of the electric utility. These procedures include a line item budget and adherence to City policies. All personnel are employed by NAES and personnel costs are billed to the City bi-weekly. Any capital improvements are included in the City’s capital improvement plan. The contract also provides for a monthly management fee and a performance incentive

2012 Comprehensive Annual Financial Report for the City of Dover, Delaware 74 Notes to Financial Statements based on budget and plant performance. The fiscal year 2012 annual cost for management and the incentive is $359,000 and is included in the plant-operating budget. D. The City completed the design and engineering phase of the new Dover library early in fiscal year 2011. The City entered into a manager at risk construction contract with the EDIS Company of Wilmington, Delaware in the amount of $16.7 million and an architectural/engineering contract with Holzman Moss Bottino of New York, New York in the amount of $2.6 million the remaining balances on the contracts are $4.1 million and $.1 million respectively. Construction of the project started in May 2011 and the building was completed in September 2012. The contractors are currently completing landscaping and punch list items. Once all items have been completed the City will make application for LEED certification. E. The City is the guarantor on a $1.3 million loan held by the Downtown Dover Partnership. The loan is secured by a parcel in the downtown business district that the Downtown Dover Partnership is marketing for its redevelopment initiative. The interest on the loan is paid monthly from rental receipts the Partnership receives from its current tenants in the property. The principal is a balloon payment due in July 2013. 13. FORWARD CONTRACTS Pursuant to the July 1, 2011 Energy Management Agreement between the City and The Energy Authority (TEA), the City has formed an Executive Risk Management Committee (“ERMC”). The ERMC has adopted a Governing Policy for Energy Commodity Risk Management (Policy) aimed at addressing the energy commodity risks and the Procedures and Controls Manual for Energy Commodity Risk Management (“Procedures Manual”). The Procedures Manual further describes the risk management philosophy under which TEA, the City’s designated provider of energy risk management services conducts its activities. The Procedures authorize TEA to enter into physical forward transactions which shall be governed by Edison Electric Institute (EEI), North American Energy Standards Board (NAESB), or similar agreements with counterparties approved by the City. These agreements will enable the City to hedge the forward price of purchased power, natural gas or fuel oil for delivery as needed to meet its load requirements. No speculative transactions for volumes in excess of forecasted power and fuel needs are permitted. TEA also provides advisory services to the City for financial hedges in determining if they would be beneficial to mitigate market and credit risk. Under the Procedures the City will not extend credit to any potential counterparty that has a credit rating below investment grade (defined as BBB as rated by Standard & Poor’s or Baa2 as rated by Moody’s). Any counterparty that is unrated by either S & P or Moody’s must be approved by the ERMC prior to the execution of any trading activities.

2012 Comprehensive Annual Financial Report for the City of Dover, Delaware Notes to Financial Statements 75 Credit risk is mitigated through the use of collateral thresholds, credit limits, maximum nominal exposure and term limitations. A collateral threshold is the amount of unsecured credit granted to the counterparty. Unsecured credit exposure includes amounts owed by the counterparty, whether billed or not, and the market-to-market differences in value of any collateral held. Any net exposure above the collateral threshold will require the posting of collateral by the counterparty. Collateral thresholds, term limitations and credit exposure limits are subject to maximums as established by the ERMC. Counterparty Credit Risk ($000’s) Maxim um Am ount of Loss due to Credit Credit Line Diversification Counterparty Credit Risk w /o Collateral Description Rating Lim it Availability Requirem ent Respect to Collateral ($) No Collateral if exposure under Barclays Bank, PLC A $15,000 $12,025 $2,975 N/A specified threshold No Collateral if exposure under BP Energy Company BBB+ $15,000 $15,000 $0 N/A specified threshold Up to $10,000 is guaranteed by Constellation Energy Commodities Group, Inc BBB $30,000 $18,730 $11,270 N/A Constellation Energy/Group, Inc. No Collateral if exposure under DB Energy Trading, LLC A $15,000 $10,705 $4,295 N/A specified threshold No Collateral if exposure under EDF Trading North America, LLC A- $18,000 $17,755 $245 N/A specified threshold No Collateral if exposure under specified threshold in the event Integrys Energy Services, Inc BBB+ $10,000 $2,632 $7,368 N/A of potential default, performance from counter party is required Up to $15,000 is guaranteed by Macquarie Energy, LLC A $15,000 $13,589 $1,411 N/A Macquarie Bank Limited No Collateral if exposure under Morgan Stanley Capital Group, Inc BBB+ $10,000 $9,238 $762 N/A specified threshold No Collateral if exposure under NextEra Energy Pow er Marketing, LLC A- $10,000 $4,830 $5,170 N/A specified threshold No Collateral if exposure under Public Service Electric and Gas Company BBB $1,000 $1,000 $0 N/A specified threshold No Collateral if exposure under Sempra Energy Trading BBB+ $15,000 $15,000 $0 N/A specified threshold 14. SUBSEQUENT EVENTS On February 27, 2012 City Council approved up to $6 million of cash contributions or debt financing for transportation and utility infrastructure projects on the City’s Garrison Oak Technical Park. The projects are in support of the Garrison Energy Center, LLC and/or affiliates of Calpine Corporation. The Garrison Energy Center is also supported by the State Economic Development Office. The Center will house a 618 MW combined cycle power plant to be built in two phases (309 MW per phase). Calpine was successful with bidding the first phase unit into the latest PJM auction and will have the unit placed in service by June 2015. Calpine has a lease option for the acreage needed while completing their due diligence and obtaining the necessary permits for the project. The City is in negotiations with Calpine on the long-term lease agreement. This project is expected to bring several economic benefits to the City of Dover, Kent County and the State of Delaware.

2012 Comprehensive Annual Financial Report for the City of Dover, Delaware 76 Notes to Financial Statements 15. INSURANCE A. Health Insurance – State of Delaware The City participates in the State of Delaware Health Insurance Program. The State offers four health plan options. The administration of benefits is coordinated with Aetna and Blue Cross Blue Shield of Delaware. Pre-determined premiums consisting of the City and employee contributions are subsequently paid out to the State of Delaware. B. Workers’ Compensation Fund – Self-Insurance On July 1, 1990, the City began self-insuring its Workers’ Compensation insurance. For this purpose, the City has established a separate fund. Claims are processed and administered by a third party administrator. The City manages the revenue and expenditures in this fund and maintains all the records. The City maintains a fund balance to cover any incurred but not reported claims. The City’s actuary will be completing an updated valuation in fiscal year 2013. As of June 30, 2012, there is $474,281 reserved for open claims in this fund. An appropriate umbrella policy for the excess coverage has been purchased and is in effect as of June 30, 2012. The City received $534,000 in fiscal year 2012 for insurance reimbursements and amounts covered under the umbrella policy. During fiscal year 2012 the City incurred a workers compensation claim as the result of an accident involving two of our electric line crew workers. One of the workers received 3rd degree burns and received treatment in a specialized medical facility for burn patients and subsequent physical therapy. The cost of this claim, which was still open, as of June 30 is $1.2 million. The City’s umbrella policy has covered all cost over the $500,000 retention threshold. Workers’ Compensation activity is as follows: 2012 2011 Claims payable beginning of year $170,509 $296,189 Claims incurred 1,769,964 161,880 Payment of claims (1,466,192) (287,560) Claims payable end of year $474,281 $170,509 C. Other than Health or Workers’ Compensation Insurance The City purchases commercial insurance policies to cover risks not insured through self-insurance funds. The City has designated a contingency account to provide for uninsured capital losses (See Note 7). There have been no significant reductions or settlements exceeding coverage in the past five fiscal years. 16. COMPENSATED ABSENCES The City grants a specific number of vacation days with pay to its employees. Upon

2012 Comprehensive Annual Financial Report for the City of Dover, Delaware Notes to Financial Statements 77 termination or retirement, an employee is paid for accumulated vacation days. The City also grants one paid sick day per month to all employees with the exception of employees covered by the International Brotherhood of Electric Workers (IBEW) contract. The IBEW employees are granted eleven sick days per year. Employees hired on or before July 1, 2004 accumulate sick days, payable upon retirement, at a maximum of 130 days for less than 25 years of service or 150 days for more than 25 years of service. Employees hired after July 1, 2004 will be permitted to be paid in full for a maximum of 100 days of accrued sick leave upon retirement. No accrued sick leave is paid when an employee is terminated. In the government-wide and proprietary fund financial statements, unpaid compensated absences are recorded as a liability as the vested employees' benefits accrue, to the extent it is probable that the employee will be paid for sick benefits at retirement. In governmental funds, compensated absences are recorded as expenditures as payments become due; accordingly, no liability is recorded in the Governmental Funds statement. Typically the General Fund has been used in prior years to liquidate the liability for compensated absences recorded in governmental activities. 17. OTHER POST EMPLOYMENT BENEFITS Plan Description On May 11, 2009 the City of Dover Other Post-Employment Benefits Trust (OPEB Trust) was established pursuant to Section 115 of the Internal Revenue Code. Policy for and management of the OPEB benefits provided to retirees are the responsibility of the City of Dover. No stand-alone financial report is issued for the OPEB Trust. The OPEB Trust is a single-employer defined benefit plan. The OPEB Trust provides retirement medical coverage to pensioners and their eligible dependents in the City of Dover defined benefit and defined contribution pension plans. The City purchases health insurance from the State of Delaware through a cooperative purchasing arrangement permitted by State code. The State Office of Benefits provides the City with the medical insurance premiums by type of coverage and carrier during the budget cycle each year. The City also pays a five percent risk premium and contract administration fee for each contract in addition to the premium. Any premiums paid over or under the benefits paid out for City employees revert to the State. Membership of the plan consisted of the following at June 30, 2012: Retirees and beneficiaries receiving benefits 252 Terminated plan members entitled to but not yet receiving the benefits 14 Active eligible plan members 331 Total 597 Substantially all City employees become eligible for post-retirement benefits if they reach retirement age while working for the City. The costs of providing these benefits are shared between the City and the retired employee. The IUE-CWA/Dover Organization of Employees (DOE) union employees hired after July 1, 1994 are not eligible for post-

2012 Comprehensive Annual Financial Report for the City of Dover, Delaware 78 Notes to Financial Statements retirement medical benefits if they elect early retirement. The eligibility provisions are as follows: • Age 55 with 10 years of continuing service, or • If hired May 1, 1994 or later, Age 55, and whose attained age plus years of continuous service is equal to or greater than 80, or • If hired before May 1, 1994, 25 years of continuous service, or has attained the age of 50 years and completed 20 years of continuous service Spouse and Survivor Coverage: Spouse and survivor coverage are both available under any of the plan options with similar retiree contributions with one exception. The International Brotherhood of Electrical Workers (IBEW) collective bargaining agreement does not include spouse and survivor coverage. Employer and Employee Contributions: Currently, the City of Dover contributes 100% of individual coverage for the type of coverage they choose. The City also contributes 75% of the amount over the individual premium for dependent care coverage. The employee contributes 25% of the amount over the individual premium for dependent care coverage. The City has begun contract negotiations with its three collective bargaining units in fiscal year 2012. The contract for the Fraternal Order of Police Lodge #15 was approved. As of July 1, 2012 the contract includes a provision for 15% employee contributions for all health care plans, including the individual coverage. The same provision was implemented for non-bargaining (management) employees as well effective July 1, 2012. The City is still in negotiations with the IUE/DOE collective bargaining unit and the IBEW with the same provision. The City of Dover funds the other postemployment benefits for current retirees on a pay- as-you-go basis along with funding for future benefits at a rate that is approved in the annual budget, but not actuarially determined. Additional funding has also been provided on an ad hoc basis. The employer contributions towards retiree health care premiums this fiscal year, including $1.7 million in ad hoc contributions, are as follows: General Government $ 2,534,572 Water/Wastewater Fund 635,227 Electric Revenue Fund 2,475,512 Total Benefit Provided $ 5,645,311 Transactions are recorded in the OPEB Trust for the payment of administrative and investment expenses and financed through investment earnings. City appropriations and other employer contributions for health care are recorded in the OPEB Trust. The OPEB Board of Trustees is responsible for the management of the trust investments. Contributions The contribution rates for the employer are established annually by the budgeting process of the City. Those rates include an employer contribution based on projected pay-as-you- go financing requirements as a percent of premiums, with an additional amount to prefund

2012 Comprehensive Annual Financial Report for the City of Dover, Delaware Notes to Financial Statements 79 benefits, which is not actuarially determined. The City contributed $1,727,249 toward the OPEB Trust unfunded liability for fiscal year 2012 as also noted above. Annual OPEB Cost and Net OPEB Obligation/ (Asset) The City’s annual OPEB cost is calculated based on the ARC of the employer, an amount actuarially determined in accordance with GAAP. The ARC represents a level of funding that, if paid on an ongoing basis, is projected to cover normal cost each year and amortize any unfunded actuarial liabilities over a period of thirty years. Amounts “required” but not actually set aside to pay for these benefits are accumulated as part of the net OPEB obligations. The following table shows the components of the City’s annual OPEB cost for the year, the amount actually contributed to the plan, and the City’s net OPEB obligation: Water/ Governmental Wastewater Electric Fund Total Activities Fund Activities Activities Annual Required contribution $7,653,379 $6,002,522 $476,203 $1,174,654 Interest on OPEB obligation 446,182 406,920 29,920 9,342 Adjustment to annual required contribution (570,959) (520,717) (38,287) (11,955) Annual OPEB Cost 7,528,602 5,888,725 467,836 1,172,041 Employer Contributions (5,645,311) (2,534,572) (635,227) (2,475,512) Increase/(decrease) in net OPEB obligation 1,883,291 3,354,153 (167,391) (1,303,471) Net OPEB obligation (asset) at beginning of year 8,580,431 7,825,389 575,388 179,654 Net OPEB obligation (asset) at end of year $10,463,722 $11,179,542 $407,997 ($1,123,817) The City’s annual OPEB cost, the percentage of annual OPEB cost contributed to the plan, and the net OPEB obligation thru fiscal year 2012 are as follows: Percentage Fiscal Year Annual of Annual Net Ended OPEB OPEB Cost OPEB June 30 Cost Contributed Obligation 2010 $5,891,130 28.4% $4,268,060 2011 7,625,628 43.5% 8,580,431 2012 7,528,602 75.0% 10,463,722 The City did not meet its funding obligation for Fiscal Year 2012. In 2009 the City elected a ten-year phase-in plan to achieve the appropriate funding level. During this time the City will be researching alternative benefit plan options to reduce the AAL and ARC. Funded Status and Funding Progress As of June 30, 2012, the most recent interim actuarial valuation date, the plan was 8.4% funded. The actuarial accrued liability for benefits was $83.5 million, and the actuarial value of assets was $7.1 million, resulting in an unfunded actuarial accrued liability (UAAL) of $76.4 million for the primary government. The covered payroll (annual payroll of active employees covered by the plan) was $18.5 million, and the ratio of the UAAL to the covered payroll was 414%. The schedules of funding progress, presented as required supplementary information (RSI) following the notes to the financial statements, present multiyear trend information

2012 Comprehensive Annual Financial Report for the City of Dover, Delaware 80 Notes to Financial Statements regarding whether the actuarial values of plan assets are increasing or decreasing over time relative to the AALs for benefits. Actuarial valuations of an ongoing plan involve estimates of the value of reported amounts and assumptions about the probability of occurrence of events far into the future. Examples include assumptions about future employment, mortality, and the healthcare cost trend. Amounts determined regarding the funded status of the plan and the annual required contributions of the employer are subject to continual revision as actual results are compared with past expectations and new estimates are made about the future. Actuarial Methods and Assumptions Projections of benefits for financial reporting purposes are based on the substantive plan (the plan as understood by the employer and the OPEB plan members) and include the types of benefits provided at the time of each valuation and the historical pattern of sharing of benefit costs between the employer and plan members to that point. The actuarial methods and assumptions used include techniques that are designed to reduce the effects of short-term volatility in actuarial accrued liabilities and the actuarial value of assets, consistent with the long-term perspective of the calculations. The June 30, 2012 interim actuarial valuation projected the liabilities from the 7/1/10 actuarial valuations for one year using a roll-forward method. Investments are valued at market rates. The actuarial assumptions included a 5.2% investment rate of return, which is a blended rate of the expected long-term investment returns on plan assets and on the City’s own investments calculated based on the funded level of the plan at the valuation date, and an initial medical trend rate of 7.1% with an ultimate rate of 5.5%. The discount rate is 5.2% is representative of the ten-year phase-in plan. The UAAL is being amortized as a level dollar amount over 30 years based on an open group using a 3.5% rate of salary increase. The inflation assumption is 2.75% and a real GDP growth assumption of 1.9%. 18. DEFERRED COMPENSATION PLAN Effective November 14, 1983, the City added a self-directed 457 Deferred Compensation Plan to its employee benefit options. The plan is administered by the International City Management Retirement Corporation (RC). The assets are held in the name of each participant with the ICMA (International/ City/County Management Associations) Retirement Trust. Employees are eligible to make contributions to the plan not to exceed the ceiling set by federal regulations. The City later added an alternative investment firm for the Deferred Compensation Plan with Nationwide Retirement Solutions. In May 1994, the City offered to employees the 457 Deferred Compensation Plan as their pension plan in lieu of participation in the General Employee Pension Plan. At that time 41 employees opted out of the Defined Benefit Pension Plan and enrolled in the Deferred Compensation Plan. Currently, the ICMA 457 Deferred Compensation Plan has assets of $6,251,143 (market value) as of June 30, 2012, with 150 employees participating. The Nationwide plan has assets of $2,889,298 (market value) as of June 30, 2012 with 34 employees participating. Quarterly statements are mailed to each participant by the plan administrators. All administration fees are borne by the participants. All contributions are 100% vested upon election of the plan. Employees are eligible to withdraw or rollover to

2012 Comprehensive Annual Financial Report for the City of Dover, Delaware Notes to Financial Statements 81 another plan the employer and employee benefits upon separation of service. Withdrawals prior to age 59½ could be subject to penalty. Employees who select the defined benefit plan or the defined contribution plan are also eligible for the 457 Deferred Compensation Plan. No matching employer contribution is made to the 457 Deferred Compensation Plan. As of June 30, 2012, there are 334 employees eligible to enroll in the 457 Deferred Compensation Plan. 19. RETIREMENT PLANS A. Defined Contribution Plan Effective July 1, 2000, the City implemented an IRC 401a Money Purchase Plan “401a Plan,” a self-directed defined contribution plan, as an alternative choice for pension benefits. The contribution and funding requirements of the plan are established by the City and may be amended by the City. The plan is administered by the International City Management Retirement Corporation (RC). The assets are held in the name of each participant with the ICMA (International City/County Management Associations) Retirement Trust. Quarterly statements are mailed to each participant by RC. All administration fees are borne by the participants. The City provides a 3% match of the employees required contribution to the 401a Plan, and up to an additional 3% to the 401a Plan for a potential total contribution of 6%, if the employee contributes up to an additional 3% to their 457 Plan (see note 17 – Deferred Compensation). The 401a Plan and 457 Plan contributions are calculated on base wages plus on-call pay, pay adjustments, and scheduled overtime. All full-time regular employees are eligible, excluding law enforcement personnel. Personnel that elect the defined contribution plan are not eligible for the defined benefit plan. All contributions are 100% vested upon election of the plan. To be eligible for benefit payments, the participant must meet the same eligibility requirements as the participants in the defined benefit plan. Employees are eligible to withdraw or rollover to another plan the employer and employee benefits upon separation of service. Withdrawals prior to age 59 ½ could be subject to penalty. As of June 30, 2012, there were 93 eligible full-time employees in the 401a plan. The City contributed a total of $238,068 on wages of approximately $3.6 million and employees contributed $127,950 to the 401a Money Purchase Plan and $175,098 to the 457 ICMA Deferred Compensation Plan and $35,387 to the Nationwide Deferred Compensation Plan. The market value of the 401a plan assets totaled $3,155,528 as of June 30, 2012. B. Defined Benefit Plans The City participates in three defined benefit pension plans: City of Dover Police Pension Plan (closed), City of Dover General Employee Pension Plan, and State of Delaware County and Municipal Police Pension Plan. The City of Dover Police Pension Plan, a single employee defined benefit plan, covers all uniformed police officers hired prior to September 1, 1982. The City of Dover General Employee Pension Plan, a single employer defined benefit plan, covers all full-time permanent employees, other

2012 Comprehensive Annual Financial Report for the City of Dover, Delaware 82 Notes to Financial Statements than police officers. The State of Delaware County and Municipal Police Pension Plan, a multi-employer cost sharing defined benefit plan, covers all uniformed police officers hired on or after September 1, 1982. The City makes employer contributions to all three plans. The City holds and administers the assets of the two single-employer defined benefit plans and, accordingly, is required to prepare pension trust fund financial statements using the accrual basis of accounting. As of June 30, 2012 there were no outstanding payables. Separate pension fund financial statements for each plan have not been issued. Plan member contributions are recognized in the period in which the contributions are due. Employer contributions to each plan are recognized when due, pursuant to formal commitments, to provide contributions. Benefits or refunds are recognized when due and payable in accordance with the terms of each plan. Investment management and consultant fees are paid from the Pension Trusts Funds. All actuarial costs are paid from other City funds. The City’s total payroll for all eligible full-time regular employees for the year ended June 30, 2012, was $23.3 million. Of this amount $14.5 million in total payroll earnings was reported to and covered by the two active defined benefit pension plans. i. City of Dover Police Pension Plan This contributory pension plan began on January 1, 1970 under the authority of the City Code, Chapter 62, Article III, Pension Plan, Section 62-71 through 62-84. The contribution and funding requirements of the plan are established by the City and may be amended by the City. It is a closed plan. The last active employee retired June 29, 2006. An officer’s pension right is vested upon the completion of 15 years of continuous service. As of June 30, 2012, there are 48 retirees and beneficiaries receiving benefits. The percentage of covered payroll, which employees contribute, is stated in the City Code, and is considered by the actuaries in their determination of the actuarial requirement for employer normal cost. Fully vested employees who have completed 20 to 25 years of continuous service are entitled to annual benefits equal to 2 ½% of their average earnings for each year of continuous service. The maximum benefit is 62 ½% of average earnings. An employee may not work longer than 25 years of continuous service or past the first of the month following his or her attainment of age 55. With the written consent of the participant and the Chief of Police, a participant’s retirement may be deferred on an annual basis beyond his normal retirement to 60 years of age. If a participant terminates after completing 15 years of service, the participant will be eligible for a deferred benefit commencing at age 60 with a benefit accrued at the date of termination. In place of this vesting, participants may elect to receive their accumulated contributions.

2012 Comprehensive Annual Financial Report for the City of Dover, Delaware Notes to Financial Statements 83 Disability benefits are paid to a participant who is totally or partially disabled in the performance of his or her duties. The total duty-connected disability benefit is payable monthly and equal to 75% of the monthly rate of earning at the time of disability. The partial duty-connected disability benefit is the accrued benefit at the date of disability if not less than 50% of average earnings. Disability benefits cease if the participant recovers or dies. If the disabled participant reaches his normal retirement date, the benefit is reduced by one-third. Survivor’s benefits are payable monthly in an amount equal to 75% of the participant’s rate of earnings, for a duty related death. Survivor’s benefits are payable monthly in an amount not to exceed 25% of the participant’s rate of earnings, for a non-duty related death, if the participant has completed 10 years of service. If a retired participant dies, his or her spouse receives 50% of the benefit. All benefits under the plan, including survivor’s benefits, are increased 2% per annum. If an employee terminates before becoming vested in the plan, his/her total contribution is refunded with interest compounded annually. Interest is based on prime. The plan investments are managed by the City of Dover Police Pension Board which is established in the City Code. The State contributes to the City of Dover Police Pension Plan on behalf of the City. The State assesses a .25% surcharge on insurance policies issued in the state. Each year this amount is allocated to the municipalities in Delaware in direct ratio to the number of officers employed. For the year ended June 30, 2012, the State contributions totaled $561,772. The State also provides 75% for the annual cost of living increase (COLA) granted to police retirees on January 1 each year. These amounts are included as Grants received revenue and Public Safety and Law Enforcement expenditures in the General Fund. The legally defined liability for the City of Dover Police Pension Plan is the full amount required to pay the current year’s total benefits. The City has met this liability for the current fiscal year. An interim actuarial valuation report as of June 30, 2012 in accordance with GASB Statement 25 and 27 has been completed. The City’s actuary is Milliman of Wayne, PA. The annual required contribution (ARC) conforms to the entry age normal cost method as defined in Statement 25. During the past year, the City contributions combined with the State insurance tax proceeds did not exceed the calculated annual pension cost and has resulted in a reduction of the overall net pension asset (NPA). The Governmental Activities accumulated value of contributions, deficiencies, or excesses over required contributions of $263,076, of which $198,350 is attributed to the Police Pension Plan is as follows:

2012 Comprehensive Annual Financial Report for the City of Dover, Delaware 84 Notes to Financial Statements Governmental Activities Annual required contribution $979,132 Interest on net pension asset (37,507) Adjustment to annual required contribution 64,110 Annual pension cost 1,005,735 Contributions (668,274) (Increase)/decrease in net pension asset 337,461 Net pension obligation (asset) at beginning of year (535,811) Net pension obligation (asset) at end of year ($198,350) There have been no significant changes affecting benefits during the valuation periods shown in the preceding table. The following summarizes activity for this plan for the past three years: Annual Percentage NPO (Asset) Pension Cost Contributed End of Year 2010 $877,820 60% ($1,030,844) 2011 1,128,669 56% (535,811) 2012 1,005,735 66% (198,350) Funded Status and Funding Progress As of June 30, 2012, the most recent interim actuarial valuation date, the plan was 58.5% funded. The actuarial accrued liability for benefits was $19.7 million, and the actuarial value of assets was $11.6 million, resulting in an unfunded actuarial accrued liability (UAAL) of $8.2 million for the primary government. There are no active officers, therefore there is no covered payroll or ratio of the UAAL to cover payroll. In Fiscal year 2011, the actuarial valuation included a change in the investment return assumption from 7.5% to 7.0% and the postretirement mortality table. These changes increased the unfunded Actuarial Accrued Liability (AAL) by $1.9 million and the Annual Required Contribution (ARC) by $.23 million. The schedules of funding progress, presented as required supplementary information (RSI) following the notes to the financial statements, present multiyear trend information about whether the actuarial values of plan assets are increasing or decreasing over time relative to the AALs for benefits. The funding requirement for fiscal year 2011-2012 for this plan is presented below: 1. Employer’s Contribution $95,000 Lump sum contribution as Additional Lump Sum actuarially determined to fund the unfunded liability

2012 Comprehensive Annual Financial Report for the City of Dover, Delaware Notes to Financial Statements 85 2. State of Delaware Contributions $573,274 Surcharge on insurance premiums and COLA 3. Annual Pension Cost $1,005,735 Actuarially computed using entry age cost method 4. Net Pension Asset $198,350 As of June 30, 2012 The net pension asset is a result of matching funds that the State of Delaware provides (75%) for the annual cost of living increase granted to police retirees on January 1 of each year. The July 1, 2011 valuation takes into account the January 1, 2011 COLA and the State contribution. Actuarial methods and significant assumptions: Interim valuation date July 1, 2011 Actuarial cost method Entry age cost method Amortization method Level percentage of projected payroll Remaining amortization period 13 years Amortization Period Closed Asset valuation method Current market value Actuarial Assumptions: Investment rate of return 7.0% Discount rate 7.0% Projected salary increases none, no remaining active participants Includes inflation at none, no remaining active participants Automatic Cost of Living (retirees) 2.0% ii. City of Dover General Employee Pension Plan The City of Dover General Employee Pension Plan started on July 1, 1967, under the authority of the City Code, Chapter 2, Article IV, Division 7, General Employee Pension Plan, Sections 2-321 through 2-370, and was made contributory on July 1, 1983. The contribution and funding requirements of the plan are established by the City and may be amended by the City. Employees contribute 3.5% of gross salary, exclusive of unscheduled overtime. An employee’s pension right is vested upon completion of 10 years of continuous service. At the present time, 149 employees and 194 retirees participate in the plan, while 93 employees are enrolled in the defined contribution plan, which began July 1, 2000. Current membership in the General Employee Pension Plan as of June 30, 2012, is comprised of the following: Retired and beneficiaries currently receiving benefits 194 Active employees: Fully Vested 81 Non-Vested 68 Deferred Vested: 14 The percentage of covered payroll which employees contribute is stated in the City Code, and is considered by the actuaries in their determination of the actuarial requirement for employer normal cost. For the year ended June 30, 2012, payroll earnings of $8.0 million were reported to and covered by this plan.

2012 Comprehensive Annual Financial Report for the City of Dover, Delaware 86 Notes to Financial Statements An employee hired before May 1, 1994 is eligible for normal retirement benefits under this plan: when he/she attains the age of 65 with 10 years of continuous service. This same employee is eligible for early retirement when he/she attains the age of 50 with 20 years of continuous service or has completed 25 years of service. Employees hired on or after May 1, 1994 who attained age 55 and whose attained age plus years of continuous service is equal to or greater than 80 are eligible for early-unreduced retirement benefits under this plan. The monthly benefits are 1/50 of the average monthly earnings multiplied by years and months of credited service upon retirement (highest 36 consecutive months in his/her final 10 years of continuous service). The monthly benefit shall not be less than $200 per month. Benefits are paid for the lifetime of the participant. Upon the death of the participant, 50% of the benefit continues to the eligible survivor. An employee may also take an early-reduced retirement on any date following the attainment of age 55 and the completion of 10 years of continuous service. However, the early retirement benefit is calculated in the same manner as the normal retirement benefit, reduced by one-half of one percent for each month the benefit commences prior to the age 65. Survivor's benefits are payable to eligible survivors of a participant who dies after completing 10 years of continuous service. The amount of the death benefit is equal to 50% of the retirement benefit the participant would have received had he retired the day before he died. A participant is vested in the pension plan after completing 10 years of continuous service, with survivor benefits commencing when the employee would have attained the age of 65. The benefit is calculated using the normal retirement benefit formula and service at date of termination. If an employee terminated before becoming vested in the plan, they are eligible to withdraw this total contribution with interest compounded annually. The plan investments are managed by the City of Dover Employees’ Pension Board which is established in the Code. The City Council must authorize changes to the City Code. The rate of the City contribution is determined by the actuarial study. The Pension Board of Trustees does not issue a separate comprehensive annual financial report, and the City of Dover General Employee Pension Plan is included in the City’s Comprehensive Annual Financial Report as a Pension Trust. The legally defined liability for the City of Dover General Employee Pension Plan is the full amount required to pay the current year's total benefits. The City has met this liability for the current fiscal year. An actuarial interim valuation report as of July 1, 2012 has been completed in accordance with GASB Statements No. 25 and 27. The City's actuary is Milliman of Wayne, PA. The annual required contribution (ARC) conforms to the aggregate entry age cost method as defined in Statement 25. During the past year, the City contributions did not exceed the calculated annual pension cost and have resulted in an increase of

2012 Comprehensive Annual Financial Report for the City of Dover, Delaware Notes to Financial Statements 87 the overall net pension asset (NPA), defined as the accumulated value of contributions, deficiencies, or excesses over required contributions of $350,382. The Governmental Activities have a net pension asset of $263,076 of which $190,350 is attributed to the City of Dover Police Pension Plan and $64,726 is attributed to the General Pension Plan as indicated in the table below. The Business-Type Activities have a net pension asset of $285,656 of which $201,122 is attributed to the Water/Wastewater Fund and $84,534 is attributed to the Electric Revenue Fund as included in the following table. Governmental Wastewater Electric Fund Total Activities Fund Activities Activities Annual required contribution $3,130,022 $1,686,462 $257,039 $1,186,521 Interest on net pension obligation (24,036) (6,017) (13,232) (4,787) Adjustment to annual required contribution 29,938 7,495 16,481 5,962 Annual pension cost 3,135,924 1,687,940 260,288 1,187,696 Contributions made (3,142,934) (1,666,704) (272,379) (1,203,851) (Increase)/decrease in net pension asset (7,010) 21,236 (12,091) (16,155) Net pension obligation (asset) at beginning of year (343,372) (85,962) (189,031) (68,379) Net pension obligation (asset) at end of year ($350,382) ($64,726) ($201,122) ($84,534) There have been no significant changes affecting benefits provided by the Plan during the valuation periods shown in the preceding table. The following summarizes activity for this plan for the past three years: Annual Percentage NPO (Asset) Pension Cost Contributed End of Year 2010 $2,568,198 88% ($147,468) 2011 3,151,824 106% (343,372) 2012 3,135,924 100.2% (350,382) On May 1, 1994, a deferred compensation option was offered to employees in lieu of participation in the General Employee Pension Plan, and at that time 41 employees elected to switch to the deferred compensation plan. (See Note 18 – Deferred Compensation Plan) Effective September 29, 2009 the City Council voted to close the General Employee’s Pension plan to new hires. Funded Status and Funding Progress As of June 30, 2012, the most recent interim actuarial valuation date, the plan was 40.1% funded. The actuarial accrued liability for benefits was $53.5 million, and the actuarial value of assets was $21.5 million, resulting in an unfunded actuarial accrued liability (UAAL) of $32.0 million for the primary government. The covered payroll (annual payroll of active employees covered by the plan) was $8.0 million, and the ratio of the UAAL to the covered payroll was 400%.

2012 Comprehensive Annual Financial Report for the City of Dover, Delaware 88 Notes to Financial Statements In fiscal year 2011 the actuarial valuation included changes in the investment return assumption from 7.5% to 7.0%, decrease in the salary increase from 4.5% to 4.0%, postretirement mortality table and changes in the retirement, turnover, and disability assumptions. These changes increased the unfunded Actuarial Accrued Liability (AAL) by $4.1 million and the Annual Required Contribution (ARC) by $0.2 million. The amortization of the unfunded AAL has been extended from a 15 year level percent of pay to a 25 year level dollar amortization (closed plan). The schedules of funding progress, presented as required supplementary information (RSI) following the notes to the financial statements, present multiyear trend information about whether the actuarial values of plan assets are increasing or decreasing over time relative to the AALs for benefits. The funding requirement for fiscal year 2011-2012 for this plan is as follows: 1. Employee As required by the City Code 3.5% of Contribution and the plan provisions payroll ($279,092) 2. Employer’s 4.67% Actuarially determined Contribution Plus percent of payroll for current July 2011– June 2012 $2.8 million normal cost ($3,142,934) 3. Annual Pension Actuarially computed using entry $3,135,924 Cost age cost method 4. Net Pension Asset $350,382 As of June 30, 2012 Actuarial Methods and significant assumptions: Interim Valuation date July 1, 2012 Actuarial cost method Aggregate entry age cost method Amortization method Level percentage of projected payroll Remaining amortization period 24 years Amortization Period Closed Asset valuation method Current market value Actuarial Assumptions: Investment rate of return 7.0% Discount rate 7.0% Projected salary increases 4.0% Includes inflation at 3.5% iii. State of Delaware Police Pension Plan The City participates in the State of Delaware “County and Municipal Police Pension Plan” for uniformed police officers whose employment with the City started on or after September 1, 1982 under the authority of the City Code, Chapter 62, Article III, Pension Plan, Section 62-71. This is a cost–sharing multiple-employer defined benefit pension plan. The State of Delaware enacted legislation to provide for the

2012 Comprehensive Annual Financial Report for the City of Dover, Delaware Notes to Financial Statements 89 plan and is responsible for setting benefits, contributions and amending plan provisions. This is a contributory plan with the employee contributing 7% of gross salary, exclusive of overtime. For the year ended June 30, 2012, $6.5 million in payroll earnings were reported to and covered by this plan. The City’s contribution percentages were 13.70%, 13.9% and 14.53% for the fiscal years ended June 30, 2010, 2011 and 2012, respectively. The City’s contributions to the plan for years ending June 30, 2010, 2011 and 2012 were $788,000, $848,349 and $940,562 and were equal to the required contributions for each year. These contributions cover the City’s total liability for funding, as determined by the State of Delaware’s actuary. The City does not have any unfunded liability in this plan. The pension plan is managed by the State of Delaware Board of Pension Trustees. The Comprehensive Annual Financial Report of the Delaware Public Employees Retirement System can be obtained from the Office of Pensions, 680 Silver Lake Boulevard, Dover, Delaware, 19904-2402 or at www.delawarepensions.com . As of June 30, 2012 city membership in this plan is comprised of the following: Retired and beneficiaries currently receiving benefits 34 Active employees: Fully Vested 10 years 45 Non-Vested 47 The State of Delaware County and Municipal Police Pension Plan provides benefits equal to 2½% of final average monthly compensation multiplied by years of service up to 20 years inclusive, plus 3.5 % of final average monthly compensation multiplied by years of service above 20 years. Vesting occurs after 10 years of credited service. Retirement is at age 62 with 10 years of service, when age plus credited service (but not less than 10 years) equals 75, or 20 years of service. Disability benefits paid to a participant who is totally disabled in the performance of duty are 75% of final average compensation plus 10% for each dependent not to exceed 25% for all dependents. Partial disability benefits for duty-related or ordinary disability are calculated the same as a service pension (subject to maximum and minimum limitations). If a retired participant dies, the eligible survivor receives 50% of the monthly benefit. If an active employee dies, the survivor receives 50% of the monthly benefit that the employee would have received at age 62. Assets of the plan are managed by many investment firms approved by the State Pension Board. Details are available from the State Pension Office, Dover, Delaware at: www.delawarepensions.com.

2012 Comprehensive Annual Financial Report for the City of Dover, Delaware 90 Notes to Financial Statements

FINANCIAL SECTION PART - D REQUIRED SUPPLEMENTARY INFORMATION

2012 Comprehensive Annual Financial Report for the City of Dover, Delaware Financial Section, Part D-Required Supplementary Information 93 Services to Our Residents and Customers Animal Control Enforcement Beautification Building Inspections City Elections Community Development/Housing Community Policing Economic Development Electricity Emergency Preparedness Fire Protection Leaf Collection Library Parks Planning & Zoning Police Protection Recreation Street Maintenance/Cleaning Snow Removal Trash Collection Bulk Trash Collection Tree Maintenance & Management Water/Sewage Service The City also Offers Historic Preservation Parking

2012 Comprehensive Annual Financial Report for the City of Dover, Delaware 94 Financial Section, Part D-Required Supplementary Information CITY OF DOVER GENERAL FUND Schedule of Revenues, Expenditures and Changes in Fund Balances Budget and Actual (Non-GAAP Basis) For the Year Ended June 30, 2012 VARIANCE ORIGINAL FINAL POSITIVE BUDGET BUDGET ACTUAL (NEGATIVE) Beginning Balance - Working Capital $ 3,322,305 $ 3,561,837 $ 3,561,837 $ - REVENUES: Fines & Police Revenue 579,000 579,000 545,119 (33,881) 911 Fee 60,000 60,000 63,337 3,337 Interest Earnings 215,900 80,000 53,175 (26,825) Library Revenues - General 64,189 64,200 53,101 (11,099) Library Revenues - County Reimb. 370,811 385,800 422,721 36,921 Business Licenses 1,523,675 1,475,000 1,470,097 (4,903) Permits & Other Licenses 934,000 1,370,300 1,346,769 (23,531) Miscellaneous Revenues 165,750 165,750 103,027 (62,723) Police Extra Duty Fees 300,000 300,000 600,310 300,310 Property Taxes 11,133,367 10,983,400 11,037,920 54,520 Bid Revenue 51,821 51,800 51,509 (291) Recreations Revenue 152,000 130,000 112,480 (17,520) Franchise Fees 520,000 540,000 568,240 28,240 Transfer Tax 900,000 1,229,500 1,373,208 143,708 Trash Fees 2,050,000 1,966,000 1,903,623 (62,377) Garrison Farm Rent 87,000 62,000 92,878 30,878 Court of Chancery Fees 690,000 819,800 863,220 43,420 Intrafund Service Receipts Water/Wastewater 988,393 930,000 894,186 (35,814) Intrafund Service Receipts Electric 3,370,778 3,270,800 3,105,015 (165,785) Grants: Homeland Security Grant - 104,676 163,490 58,814 Police Related 60,000 60,000 166,014 106,014 Recreation - Watershed Coordinator - 35,383 35,382 (1) State Grant Trail Maintenance - - 8,358 8,358 Miscellaneous Grants - 79,873 72,835 (7,038) Police Pension Grant 620,000 593,500 561,772 (31,728) Capital School District Revenue 73,500 - 73,496 73,496 Transfer from Municipal Street Aid 526,814 659,200 527,042 (132,158) Transfer from Civil Traffic Penalties 1,000,000 720,000 518,638 (201,362) Transfer from Water/Wastewater Fund 424,508 424,508 424,508 - Transfer from Electric Fund 7,876,288 7,876,288 7,876,288 - Total Revenues 34,737,794 35,016,778 35,087,758 70,980 TOTAL BEGINNING BALANCE & REVENUES $ 38,060,099 $ 38,578,615 $ 38,649,595 $ 70,980 (continued)

2012 Comprehensive Annual Financial Report for the City of Dover, Delaware Financial Section, Part D-Required Supplementary Information 95 (continued) VARIANCE ORIGINAL FINAL POSITIVE BUDGET BUDGET ACTUAL (NEGATIVE) EXPENDITURES: Tax Assessor $ 213,175 $ 190,275 $ 185,959 $ 4,316 Fire 684,725 684,725 660,923 23,802 Library 1,159,087 1,159,087 1,101,111 57,976 Recreation 789,701 823,144 827,230 (4,086) Planning Commission 422,781 422,781 378,319 44,462 Public Inspections 553,907 552,907 550,099 2,808 Life Safety 449,226 471,996 499,389 (27,393) Code Enforcement 284,489 286,589 271,381 15,208 Economic Development 223,717 223,717 216,803 6,914 Police 13,386,407 13,386,407 13,610,736 (224,329) Streets 782,810 899,755 866,986 32,769 Sanitation 2,330,976 2,405,949 2,086,218 319,731 Allocated Expenditures: Human Resources 384,758 384,758 264,148 120,610 Customer Services 928,112 928,112 899,998 28,114 City Manager 622,127 645,027 638,570 6,457 Information Technology 685,871 690,871 717,142 (26,271) Finance 852,283 852,283 792,269 60,014 Public Services-Administration 472,692 472,692 332,513 140,179 Facilities Management 952,693 952,693 842,424 110,269 Central Services 693,339 693,339 612,473 80,866 Vehicle Maintenance 695,422 695,422 737,162 (41,740) City Clerk 296,393 296,393 251,291 45,102 Mayor 81,154 81,154 79,696 1,458 Council 120,699 120,699 106,407 14,292 Grounds Maintenance 979,922 994,122 964,964 29,158 Insurance 550,000 550,000 516,254 33,746 Retiree Benefits 1,374,709 1,374,709 1,374,709 - Subtotal 30,971,175 31,239,606 30,385,174 854,432 Debt Service - Principal and Interest 327,270 327,270 327,734 (464) Transfer to OPEB Unfunded Liability - 239,532 239,532 - Transfer to Capital Asset Reserve 200,000 200,000 200,000 - Transfer to Capital Fund for Projects 623,847 770,607 638,847 131,760 Transfer to Police Pension Fund 620,000 620,000 561,772 58,228 Transfer to Uncollectibles trash and other 10,000 10,000 10,000 - Transfer to CDBG - - 2,907 (2,907) Appropriation to Pension Fund 1,545,000 1,545,000 1,545,000 - Street Lights 960,000 960,000 986,430 (26,430) Total Expenditures 35,257,292 35,912,015 34,897,396 1,014,619 Budget Balance - Working Capital 2,802,807 2,666,600 3,752,199 (1,085,599) Total Budget Balance & Expenditures $ 38,060,099 $ 38,578,615 $ 38,649,595 $ (70,980) Budget Balance - Working Capital $ 3,752,199 Perspective and GAAP (Non-GAAP) Differences: Escrows not included in fund balance 7,248 Fair value of investment adjustment (3,132) Deferred Revenues - Non-spendable (571,751) Inventory & Prepaids - Non-spendable (176,581) Unassigned Fund Balance $ 3,007,983

2012 Comprehensive Annual Financial Report for the City of Dover, Delaware 96 Financial Section, Part D-Required Supplementary Information CITY OF DOVER GOVERNMENTAL CAPITAL PROJECTS FUND Schedule of Revenues, Expenditures and Changes in Fund Balances Budget & Actual (Non-GAAP Basis) For the Year Ended June 30, 2012 VARIANCE ORIGINAL FINAL POSITIVE BUDGET BUDGET ACTUAL (NEGATIVE) Beginning Balance - Working Capital $ 195,191 $ 256,392 $ 256,392 $ - Beginning Balance - Library Project - 100,962 100,962 - REVENUES: State Grant for Library Project 5,597,505 6,864,900 6,002,057 (862,843) Bond Proceeds 2,000,000 - - - Library Gifts/Donations - 1,500,000 2,415,500 915,500 Library Bond Issue 2,334,889 2,460,500 851,500 (1,609,000) Library Construction Loan - 275,000 - (275,000) Investment Income 10,900 10,900 10,560 (340) Income from Sale of Assets - 41,700 39,958 (1,742) Homeland Security Grant - - 23,870 23,870 Miscellaneous Receipts - 68,000 68,000 - Transfer from Library Construction Reserve 3,262,615 2,590,800 2,594,860 4,060 Transfer from General Fund 623,847 770,600 638,847 (131,753) Total Revenues 13,829,756 14,582,400 12,645,152 (1,937,248) TOTAL BEGINNING BALANCE & REVENUES $ 14,024,947 $ 14,939,754 $ 13,002,506 $ (1,937,248) EXPENDITURES: Fire $ 244,820 $ 257,720 $ 258,456 $ (736) Library 11,195,009 13,767,100 12,118,028 1,649,072 Police 65,000 65,000 62,338 2,662 Recreation 30,000 30,000 - 30,000 Streets 1,230,027 356,460 206,338 150,122 Sanitation 136,500 120,624 120,624 - Information Technology 6,400 14,703 14,330 373 Loan Issuance Costs - - 27,254 (27,254) Subtotal 12,907,756 14,611,607 12,807,368 1,804,239 Transfer to Capital Asset Reserve - 39,100 39,100 - Total Expenditures 12,907,756 14,650,707 12,846,468 1,804,239 Budget Balance - Working Capital 1,117,191 263,985 241,187 22,798 Budget Balance - Library Project - 25,062 (85,149) 110,211 Budget Balance & Expenditures $ 14,024,947 $ 14,939,754 $ 13,002,506 $ 1,937,248 Budget Balance - Working Capital $ 156,038 Perspective and GAAP (Non-GAAP) Differences: Deferred Revenue - non-spendable (10,393) Fair value of investment adjustment (2,351) Assigned to Capital assets 498,467 Committed to Parks & Recreation improvements 199,282 Total Fund Balances $ 841,043

2012 Comprehensive Annual Financial Report for the City of Dover, Delaware Financial Section, Part D-Required Supplementary Information 97 NOTES TO REQUIRED SUPPLEMENTARY INFORMATION 1. GOVERNMENTAL BUDGETS A. Budgetary Basis of Accounting The City prepares its budget for the General Fund revenue on a modified accrual basis. The expenditures are accounted for when the purchase orders are issued. Encumbrances are established when purchase orders are issued and accounted for as a reservation of fund balance at year-end. The budget is amended in the subsequent year for the outstanding encumbrances of the prior year. The modified accrual basis of accounting is used for the fund financial statements. The City considers the beginning fund balance an item of revenue for budgetary purposes. The Governmental Capital Project Fund is a section of the General Fund to provide for separate budgets to cover the planning and control of capital items for the governmental programs. The City prepares its budget for the Governmental Capital Projects Fund revenue on a modified accrual basis. Encumbrances are established when purchase orders are issued and accounted for as a reservation of fund balance at year-end. The budget is amended in the subsequent year for the outstanding encumbrances of the prior year. The financial transactions of this fund are included in the governmental financial statements of the General Fund. Fund balance is included in assigned fund balances for Capital Assets at the end of each fiscal year. i. General Fund: Actual revenues were higher than the final budget by $170,829 mainly as a result of increased transfer taxes, Library revenues, extra duty police, Court of Chancery fees, rents, and public safety grants. Several of the increases were offset by decreases in police fines, trash fees, interfund service receipts, State Municipal Street Aid funds, and civil traffic penalties. Expenditures were lower than budget by $1,014,619 across several functions as a result of personnel reductions through attrition. The police expenditures exceeded their budget as a result of increase extra duty work which is offset by the increased revenue. The net result is an increase of $1,185,448 to the General Fund ending fund balance. ii. Governmental Capital Projects Fund: Actual revenues were lower than the final budget by ($1,947,641) primarily attributed to timing of State reimbursements and City financing due to delayed construction of the New Library Building. The timing of Library donations were over budget by $915,500 for the same reason. Expenditures were lower than budget also as a result of the delayed starting of construction on the new library. The net result is an increase of $143,402 to the Governmental Capital Projects Fund ending fund balance. The net balance includes a negative ($95,542) for the library project which is a result of timing and will be cleared when the library is completed in fiscal year 2013.

2012 Comprehensive Annual Financial Report for the City of Dover, Delaware 98 Financial Section, Part D-Required Supplementary Information B. Budget Amendments During this fiscal year, the City Council amended the budget two times. These budget amendments or supplemental appropriation ordinances were primarily for the following purposes: 1. To amend the grant budgets, reserve accounts for the actual results of the prior fiscal year and to re-appropriate budget balances for ongoing capital projects. 2. To amend all carried forward budget balances for the major operating funds from the prior fiscal year, as well as program revenues and expenses based on the analyses provided by a mid-year review. 2. PENSION PLANS A. Police Pension Plan Police Pension Fund Required Supplementary Information Schedule of Funding Progress Actuarial Unfunded Unfunded as Valuation Plan Accrued Accrued a Percent of Date Assets Liability Liability Funded Ratio Payroll Payroll 7/1/05 $ 11,944,213 $ 17,850,795 $ 5,906,582 66.9% $ 65,745 8984.1% 7/1/06 12,471,057 17,532,104 5,061,047 71.1% 7/1/07 13,950,322 17,589,169 3,638,847 79.3% 7/1/08 12,500,417 17,615,785 5,115,368 71.0% 7/1/09 10,188,899 17,651,507 7,462,608 57.7% 7/1/10 10,378,602 19,849,553 9,470,951 52.3% The unfunded actuarial accrued liability for this plan is being amortized over 30 years beginning July 1, 1994, 13 of which remain as of July 30, 2012 with payments increasing at 3½% per year. Investment gains or losses are spread over five years. The amortization period is closed. The City completed an interim valuation as of July 1, 2011. The next full valuation will be completed in fiscal year 2013. Police Pension Fund Required Supplementary Information Schedule of Employers’ Contribution Year Ended Annual Required Percentage June 30 Contribution Contributed 2007 $485,055 154% 2008 358,807 201% 2009 520,505 139% 2010 786,436 63% 2011 1,082,956 44% 2012 * 979,132 68% * Annual Required Contributions for fiscal year 2012 are assumed to equal approximately the same amount as the prior year

2012 Comprehensive Annual Financial Report for the City of Dover, Delaware Financial Section, Part D-Required Supplementary Information 99 B. Employee Pension Plan General Employee Pension Fund Required Supplementary Information Schedule of Funding Progress Actuarial Unfunded Unfunded as Valuation Plan Accrued Accrued a Percent of Date Assets Liability Liability Funded Ratio Payroll Payroll 7/1/05 $16,277,640 $39,860,241 $23,582,601 40.8% $7,380,629 319.5% 7/1/06 15,712,605 41,103,526 25,390,921 38.2% 7,612,121 333.6% 7/1/07 17,616,172 42,335,142 24,718,970 41.6% 8,006,103 308.8% 7/1/08 19,381,391 43,800,212 24,418,821 44.2% 8,716,361 280.1% 7/1/09 19,880,033 45,525,384 25,645,351 43.7% 8,786,981 291.9% 7/1/10 19,963,426 52,462,693 32,499,267 38.1% 8,256,751 393.6% The unfunded actuarial accrued liability for this plan is being amortized over 25 years beginning July 1, 2010, 24 of which remain as of June 30, 2011, with payments increasing at 3 1/2% per year. Investment gains or losses are spread over five years. The amortization period is closed. The City utilizes the level percentage of projected payroll method to amortize the unfunded liabilities. Employee Pension Plan Required Supplementary Information Schedule of Employer’s Contribution Year Ended Annual Required Percentage June 30 Contribution Contributed 2007 $2,231,594 124% 2008 2,269,802 128% 2009 2,356,529 106% 2010 2,564,767 89% 2011 3,149,493 106% 2012 * 3,130,022 109% * Annual Required Contributions for fiscal year 2012 are assumed to equal approximately the same amount as the prior year 3. OTHER POSTEMPLOYMENT PLAN The following information presents additional information related to funding status and progress of Other Postemployment Benefits. It is intended to help readers assess the individual plans’ funding status on a going-concern basis and assess progress made in accumulating sufficient assets to pay benefits when due. The amount shown below as actuarial accrued liability is a measure of the difference between the actuarial present value of future plan benefits, and the actuarial present value of future normal cost.

2012 Comprehensive Annual Financial Report for the City of Dover, Delaware 100 Financial Section, Part D-Required Supplementary Information OPEB Trust Schedule of Funding Status and Progress (3) (6) Unfunded UAAL (2) Actuarial as a (1) Actuarial Accrued (4) % of Actuarial Actuarial Accrued Liabilities Funded (5) Covered Valuation Value of Liability (UAAL) Ratio Covered Payroll Date Assets (AAL) (2) – (1) (1)/(2) Payroll (3)/(5) 7/1/2008 $ -0- $64,297,063 $64,297,063 0.0% $18,162,177 354% 7/1/2009 4,761,141 64,812,543 60,051,402 7.3% 18,797,853 319% 7/1/2010 4,882,375 83,518,121 78,635,746 5.8% 18,292,104 430% Valuation Date July 1, 2011 Actuarial Cost Method Projected Unit Credit Amortization Method Level Dollar Amount Open Remaining Amortization Period 29 years Asset Valuation Method Market Value Actuarial Assumptions: Investment Rate of Return 5.20% Discount Rate 5.20% Rate of Salary Increases 3.50% Ultimate Rate of Medical inflation 5.50% Initial Rate of Medical Inflation 7.10%

FINANCIAL SECTION PART - E SUPPLEMENTARY INFORMATION S COMBINING FUND STATEMENTS S BUDGETARY SCHEDULES

2012 Comprehensive Annual Financial Report for the City of Dover, Delaware Financial Section, Part E – Supplementary Information 103 FINANCIAL STATEMENTS SPECIAL REVENUE FUNDS Special Revenue Funds include the group of funds classified as grant funds and a Realty Transfer Tax Fund. The proceeds from specific revenue sources are restricted to specified expenditure purposes. The City adopts budgets for selected Special Revenue Funds. Combining and individual statements appear in this section. POLICE GRANTS The City of Dover Police Department receives various grants from the State of Delaware for public and highway safety and the U.S. Department of Justice for local law enforcement. All grant transactions are recorded in this fund. LIBRARY GRANTS The City of Dover Public Library receives various grants from the State of Delaware, Kent County, and the Federal Government. Activities associated with these grants are recorded in this fund. MUNICIPAL STREET AID The State of Delaware has passed legislation to share a portion of Delaware’s motor fuel tax revenue with local municipalities through grants. The amount of the grant the City receives depends on its population and miles of streets maintained. The grant is used for street light expense within the City. CDBG HOUSING GRANTS & NEIGHBORHOOD STABILIZATION PROGRAM The City receives a U.S. Department of Housing and Urban Development Entitlement Grant for the Community Development Block Grant Program. This provides housing to low or moderate-income persons as well as public housing rehabilitation and community policing. Combined with the CDBG Fund is the Neighborhood Stabilization Program (NSP) that provides low interest loans for low to moderate-income families.

2012 Comprehensive Annual Financial Report for the City of Dover, Delaware 104 Financial Section, Part E – Supplementary Information FINANCIAL STATEMENTS SPECIAL REVENUE FUNDS (continued) GIRLS CIRCLE, GAMES AND YOUTH CONNECTIONS GRANT The City of Dover, in coordination with Aid in Dover, received three grants from the Criminal Justice Council for programs called Girls Circle, GAMES and Youth Connections. The programs provide youth programming for at-risk girls and boys. STATE OF DELAWARE DEPARTMENT OF TRANSPORTATION GRANTS The State of Delaware Department of Transportation grants provide funds for specific street projects in the City. State law provides funds to the State’s elected officials for suburban street aid, which officials can then provide to their districts. The City receives these funds for designated street projects and records all transactions for this fund. SUBSTANCE ABUSE PREVENTION GRANT The State of Delaware General Assembly Grant-In-Aid Program provides funds to implement a substance abuse prevention program for at-risk and/or disadvantaged youths in the City of Dover. ELECTRONIC RED LIGHT SAFETY PROGRAM (ERLSP) The State of Delaware Department of Transportation provides a grant to municipalities that implement the Electronic Red Light Safety Program. Under this program, the City is granted a portion of the fines collected from drivers who are ticketed for running red lights installed with electronic photo identification equipment within the City limits. GARRISON OAK TECHNOLOGY PARK The State of Delaware Economic Development office appropriated funds to the City for infrastructure improvement to the Garrison Oak property. REALTY TRANSFER TAX Delaware Code states that realty transfer tax realized by the City shall be segregated from the general fund and the funds shall be expended solely for the capital and operating costs of public safety services, economic development programs, public works services, capital projects and improvements, infrastructure projects and improvements and debt reduction.

2012 Comprehensive Annual Financial Report for the City of Dover, Delaware Financial Section, Part E – Supplementary Information 105 CITY OF DOVER SPECIAL REVENUE FUNDS COMBINING BALANCE SHEET JUNE 30, 2012 MUNICIPAL CDBG/NSP GIRLS CIRCLE, STATE SUBSTANCE GARRISON REALTY POLICE LIBRARY STREET HOUSING GAMES & Y.C. D.O.T. ABUSE ERLSP OAK TECH. TRANSFER GRANTS GRANTS AID GRANTS GRANT GRANTS PREV. GRANT PARK TAX TOTALS ASSETS: Cash $ 135,709 $ 56,891 $ 100 $ 17,244 $ - $ 507,386 $ 18,313 $ 100 $ 21,921 $ 100 $ 757,764 Receivables 114,256 220 - - - - - - - - 114,476 Due from other Funds-temporary advances - - - - - - 2,633 - - - 2,633 Due from other funds-charges - - 132,130 2,907 - 660 - - - 135,697 Prepaid items 1,384 - - 8,110 - - 3,605 - - - 13,099 Due from other governments - - - 36,384 7,994 224,334 2,143 29,636 - - 300,491 TOTAL ASSETS $ 251,349 $ 57,111 $ 132,230 $ 64,645 $ 7,994 $ 732,380 $ 26,694 $ 29,736 $ 21,921 $ 100 $ 1,324,160 LIABILITIES AND FUND BALANCE: Liabilities: Vouchers Payable $ 64,361 $ 27,103 $ - $ 39,600 $ 5,361 $ 256,009 $ 5,074 $ - $ 1,350 $ - $ 398,858 Deferred Revenue 4,644 - - 2,907 - 154,952 - - - - 162,503 Due to other funds-charges 8,555 - - 5,941 - 132,130 - 29,636 - - 176,262 Due to other funds-temporary advances - - - - 2,633 - - - - - 2,633 Total Liabilities 77,560 27,103 - 48,448 7,994 543,091 5,074 29,636 1,350 - 740,256 Fund Balances: Nonspendable 1,384 - - 8,110 - - 3,605 - - - 13,099 Restricted 172,405 30,008 132,230 8,087 - 17,908 18,015 100 20,571 100 399,424 Assigned - - - - - 171,381 - - - - 171,381 Total Fund Balances 173,789 30,008 132,230 16,197 - 189,289 21,620 100 20,571 100 583,904 TOTAL LIABILITIES AND FUND BALANCES $ 251,349 $ 57,111 $ 132,230 $ 64,645 $ 7,994 $ 732,380 $ 26,694 $ 29,736 $ 21,921 $ 100 $ 1,324,160

2012 Comprehensive Annual Financial Report for the City of Dover, Delaware 106 Financial Section, Part E – Supplementary Information CITY OF DOVER SPECIAL REVENUE FUNDS COMBINING STATEMENT OF REVENUES, EXPENDITURES AND CHANGES IN UNRESERVED FUND BALANCES YEAR ENDED JUNE 30, 2012 MUNICIPAL CDBG/NSP GIRLS CIRCLE, STATE SUBSTANCE GARRISON REALTY POLICE LIBRARY STREET HOUSING GAMES & Y.C. D.O.T. ABUSE PREV. ERLSP OAK TECH. TRANSFER GRANTS GRANTS AID GRANTS GRANT GRANTS GRANT PARK TAX TOTALS REVENUES: Grants received $ 449,860 $ 281,967 $ 659,172 $ 338,732 $ 35,162 $ 245,857 $ 33,843 $ - $ - $ - $ 2,044,593 Recreation revenue - - - - - - 44,522 - - - 44,522 Police fines - - - - - - - 518,603 - - 518,603 Transfer taxes - - - - - - - - - 1,373,103 1,373,103 Miscellaneous revenue - - - - - 660 - - - - 660 Investment income (loss) 149 - 2 - - 209 - 34 29 112 535 TOTAL REVENUES 450,009 281,967 659,174 338,732 35,162 246,726 78,365 518,637 29 1,373,215 3,982,016 EXPENDITURES: Program expenditures 523,011 299,431 4 402,982 35,162 424,597 73,071 - 45,190 6 1,803,454 TOTAL EXPENDITURES 523,011 299,431 4 402,982 35,162 424,597 73,071 - 45,190 6 1,803,454 Excess (deficiency) of revenues over expenditures (73,002) (17,464) 659,170 (64,250) - (177,871) 5,294 518,637 (45,161) 1,373,209 2,178,562 Other financing sources (uses): Operating transfers-in - - - 2,907 - - - - - - 2,907 Operating transfers-out (168,613) - (527,042) - - (68,000) - (518,637) - (1,373,209) (2,655,501) Excess (deficiency) of revenues and other financing sources over expenditures & other uses (241,615) (17,464) 132,128 (61,343) - (245,871) 5,294 - (45,161) - (474,032) FUND BALANCE AT BEGINNING OF YEAR 415,404 47,472 102 77,540 - 435,160 16,326 100 65,732 100 1,057,936 FUND BALANCE AT END OF YEAR $ 173,789 $ 30,008 $ 132,230 $ 16,197 $ - $ 189,289 $ 21,620 $ 100 $ 20,571 $ 100 $ 583,904

2012 Comprehensive Annual Financial Report for the City of Dover, Delaware Financial Section, Part E – Supplementary Information 107 CITY OF DOVER POLICE GRANTS SCHEDULE OF REVENUES, EXPENDITURES AND CHANGES IN UNRESERVED FUND BALANCE - BUDGET (NON-GAAP BASIS) AND ACTUAL YEAR ENDED JUNE 30, 2012 VARIANCE ORIGINAL FINAL POSITIVE BUDGET BUDGET ACTUAL (NEGATIVE) REVENUES: Beginning balance $ 415,404 $ 415,404 $ 415,404 $ - Interest earned - - 149 149 Grants received: CJC 35,876 35,876 169,561 133,685 Grants received: BYRNE/JAG 136,931 136,931 147,410 10,479 Grants received: Cops Hiring recovery program 155,485 155,485 72,395 (83,090) Grants received: Federal Forfeiture Funds - - 60,494 60,494 TOTAL REVENUES & BEGINNING BALANCE $ 743,696 $ 743,696 $ 865,413 $ 121,717 EXPENDITURES: CJC grant expense $ 35,876 $ 35,876 $ - $ (35,876) EIDE grant expense 30,032 30,032 - (30,032) SALLE grant expense 72,537 72,537 - (72,537) SLEAF grant expense 49,654 49,654 - (49,654) BYRNE/JAG grant expense - - 147,410 147,410 Federal Forfeiture grant expense - - 221,711 221,711 Cops Hiring recovery expense - - 72,395 72,395 Photo equipment & supplies - - 20,150 20,150 Police equipment & program supplies - - 16,897 16,897 Computer software - - 1,449 1,449 Technology equipment - - 36,042 36,042 Training - - 21,120 21,120 Extra duty overtime - - 154,450 154,450 TOTAL EXPENDITURES $ 188,099 $ 188,099 $ 691,624 $ (503,525) BALANCE CARRIED TO NEXT YEAR $ 555,597 $ 555,597 $ 173,789 $ (381,808)

2012 Comprehensive Annual Financial Report for the City of Dover, Delaware 108 Financial Section, Part E – Supplementary Information CITY OF DOVER LIBRARY GRANTS SCHEDULE OF REVENUES, EXPENDITURES AND CHANGES IN UNRESERVED FUND BALANCE - BUDGET (NON-GAAP BASIS) AND ACTUAL YEAR ENDED JUNE 30, 2012 VARIANCE ORIGINAL FINAL POSITIVE BUDGET BUDGET ACTUAL (NEGATIVE) REVENUES: Beginning balance $ 16,336 $ - $ 47,472 $ 47,472 Grants received: State 259,801 310,635 281,967 (28,668) Grants received: Federal 2,750 1,500 - (1,500) TOTAL REVENUES & BEGINNING BALANCE 278,887 312,135 329,439 17,304 EXPENDITURES: Program expenditures/supplies 41,935 22,482 29,305 6,823 Office Supplies - 8,899 8,899 - Printing/duplicating - 5,933 5,933 - Postage - 500 44 (456) Books 119,216 112,053 111,870 (183) Furniture - 4,907 19,884 14,977 Audio visual supplies 55,000 70,000 68,368 (1,632) Training/conference/food/travel 5,000 2,915 3,156 241 Office equipment repairs - - 2,386 2,386 Contractual services 18,650 4,150 2,250 (1,900) Computer hardware 20,000 78,796 45,836 (32,960) Program expenditures/supplies: Federal 2,750 1,500 1,500 - TOTAL EXPENDITURES 262,551 312,135 299,431 12,704 BALANCE CARRIED TO NEXT YEAR $ 16,336 $ - $ 30,008 $ 30,008

2012 Comprehensive Annual Financial Report for the City of Dover, Delaware Financial Section, Part E – Supplementary Information 109 CITY OF DOVER MUNICIPAL STREET AID FUND SCHEDULE OF REVENUES, EXPENDITURES AND CHANGES IN UNRESERVED FUND BALANCE-BUDGET (NON-GAAP BASIS) AND ACTUAL YEAR ENDED JUNE 30, 2012 VARIANCE ORIGINAL FINAL POSITIVE BUDGET BUDGET ACTUAL (NEGATIVE) REVENUES: Beginning balance $ 100 $ 102 $ 102 $ - Grant received 526,814 659,200 659,172 (28) Interest earned 100 - 2 2 TOTAL REVENUES & BEGINNING BALANCE 527,014 659,302 659,276 (26) Other financing uses: Operating transfers-out (526,814) (659,202) (527,046) 132,156 BALANCE CARRIED TO NEXT YEAR $ 200 $ 100 $ 132,230 $ 132,130 CITY OF DOVER HOUSING PROGRAMS - CDBG & NSP SCHEDULE OF REVENUES, EXPENDITURES AND CHANGES IN UNRESERVED FUND BALANCE-BUDGET (NON-GAAP BASIS) AND ACTUAL YEAR ENDED JUNE 30, 2012 VARIANCE ORIGINAL FINAL POSITIVE BUDGET BUDGET ACTUAL (NEGATIVE) REVENUES: Beginning balance CDBG $ - $ - $ (34,345) $ (34,345) Beginning balance NSP - - 71,356 71,356 Federal grant received 263,195 311,825 268,368 (43,457) Revenues from General Fund - - 2,907 2,907 Revenue from NSP - - 110,653 110,653 TOTAL REVENUES & BEGINNING BALANCE 263,195 311,825 418,939 107,114 EXPENDITURES: Federal program expenditures 263,195 311,825 230,986 80,839 NSP program expenditures - - 171,756 (171,756) TOTAL EXPENDITURES 263,195 311,825 402,742 (90,917) CDBG BALANCE CARRIED TO NEXT YEAR $ - $ - $ 5,944 $ (5,944) NSP BALANCE CARRIED TO NEXT YEAR - - 10,253 (10,253)

2012 Comprehensive Annual Financial Report for the City of Dover, Delaware 110 Financial Section, Part E – Supplementary Information CITY OF DOVER STATE OF DELAWARE DEPARTMENT OF TRANSPORTATION GRANTS SCHEDULE OF REVENUES, EXPENDITURES AND CHANGES IN UNRESERVED FUND BALANCE - BUDGET (NON-GAAP BASIS) AND ACTUAL YEAR ENDED JUNE 30, 2012 VARIANCE ORIGINAL FINAL POSITIVE BUDGET BUDGET ACTUAL (NEGATIVE) REVENUES: Beginning balance $ 312,651 $ 435,200 $ 435,160 $ (40) Grants received: State 1,900,000 168,200 245,857 77,657 Miscellaneous revenues - - 660 660 Interest earned 2,800 500 209 (291) TOTAL REVENUES & BEGINNING BALANCE 2,215,451 603,900 681,886 77,986 EXPENDITURES: Program expenditures Grant Related 2,200,000 300,000 271,888 (28,112) Program expenditures City Appropriated - - 152,709 (152,709) TOTAL EXPENDITURES 2,200,000 300,000 424,597 (124,597) Other financing sources (uses): Operating transfers-in - 131,800 - (131,800) Operating transfers-out - - 68,000 68,000 BALANCE CARRIED TO NEXT YEAR $ 15,451 $ 435,700 $ 189,289 $ (246,411)

2012 Comprehensive Annual Financial Report for the City of Dover, Delaware Financial Section, Part E – Supplementary Information 111 FINANCIAL SCHEDULES PROPRIETARY FUND TYPES ENTERPRISE FUNDS The following schedules pertaining to the major enterprise funds are not required under GAAP, but are included for public review of budgetary compliance. Accordingly, no reconciliation to the GAAP financial statements is provided. WATER/WASTEWATER FUND The Water/Wastewater Fund accounts for all operating activity of the Water/Wastewater Utility. This includes service revenues, investment earnings on operating accounts, direct and indirect operating expenses, sewerage treatment fees, debt service, and transfers to other funds and the Improvement and Extension Fund. The Water/Wastewater Improvement and Extension Fund is used to account for all capital project and equipment purchases. The City utilizes revenue and expenditure accounts to record capital project receipts, transfers from the operating fund, and project costs. The funds are combined for GAAP reporting purposes with assets capitalized. ELECTRIC REVENUE FUND The Electric Revenue Fund accounts for all operating activity of the electric utility. This includes service revenues, investment earnings on operating accounts, direct and indirect operating expenses, purchased power cost, debt service, and transfers to other funds and the Improvement and Extension Fund. The Electric Improvement and Extension Fund is used to account for all capital project and equipment purchases. The City utilizes revenue and expenditure accounts to record capital project receipts, transfers from the operating fund, and project costs. The funds are combined for GAAP reporting purposes with assets capitalized

2012 Comprehensive Annual Financial Report for the City of Dover, Delaware 112 Financial Section, Part E – Supplementary Information CITY OF DOVER WATER/WASTEWATER FUND SCHEDULE OF REVENUES AND EXPENSES BUDGET (NON-GAAP BASIS) AND ACTUAL YEAR ENDED JUNE 30, 2012 VARIANCE ORIGINAL FINAL POSITIVE BUDGET BUDGET ACTUAL (NEGATIVE) Beginning Balance - Water $ 2,385,027 $ 2,567,172 $ 2,567,172 $ - Beginning Balance - Wastewater 1,741,242 1,929,346 1,929,346 - Beginning Balance - Kent County Treatment Fee (1,757,484) (1,243,243) (1,243,243) - TOTAL BEGINNING BALANCES 2,368,785 3,253,275 3,253,275 - REVENUES: Water fees 4,603,400 4,700,000 4,707,918 7,918 Wastewater fees 3,756,700 3,756,700 3,722,985 (33,715) Wastewater adjustment 3,090,900 3,050,700 3,050,127 (573) Groundwater adjustment 1,386,900 1,239,000 1,290,968 51,968 Miscellaneous services 58,000 58,000 104,634 46,634 Water tank space rent 307,600 307,600 313,101 5,501 Interest earnings 27,800 27,800 31,889 4,089 Sewer Impact Fees 323,000 323,000 277,400 (45,600) Water Impact Fees 357,000 357,000 308,700 (48,300) Total Revenues 13,911,300 13,819,800 13,807,722 (12,078) TOTAL BEGINNING BALANCES & REVENUES $ 16,280,085 $ 17,073,075 $ 17,060,997 $ (12,077) EXPENSES: Water services $ 382,655 $ 382,655 $ 395,587 $ (12,932) Engineering & inspection 622,230 622,230 507,921 114,309 Water construction 440,088 409,988 347,698 62,290 Water treatment plant 1,543,114 1,543,114 1,447,678 95,436 Wastewater services 959,735 959,735 878,066 81,669 Kent County sewer fees 4,235,400 3,600,000 3,724,238 (124,238) Intrafund service fee 1,228,596 1,228,596 1,050,391 178,205 Retirees health care 190,830 190,830 190,830 - OPEB Unfunded Liability - 372,417 372,417 - Pension Trust Contribution 228,400 228,400 228,400 - Debt Service - Water 320,853 320,853 251,510 69,343 Debt Service - Wastewater 416,083 416,083 456,429 (40,346) Inventory/Fixed Asset Writeoffs 10,000 10,000 10,000 - Transfer to Contingency Reserve 8,000 8,000 8,000 - Transfer to Capital Asset Reserve- Water 100,000 100,000 100,000 - Transfer to Capital Asset Reserve- Wastewater 300,000 300,000 300,000 - Transfer to Water Improvement & Extension Fund 750,000 2,750,000 2,750,000 - Transfer to Wastewater Improvement & Extension Fund 1,000,000 2,000,000 2,000,000 - Transfer to General Fund from Water 238,842 238,842 238,842 - Transfer to General Fund from Wastewater 185,666 185,666 185,666 - Transfer to Impact Fee Reserve-Water 36,147 36,147 171,777 (135,630) Transfer to Uncollectible Reserve 5,000 5,000 5,000 - Total Expenses 13,201,639 15,908,556 15,620,450 288,106 Budget Balance - Water 2,738,400 865,100 1,075,793 (210,693) Budget Balance - Wastewater 1,855,130 852,962 991,140 (138,178) Budget Balance - Kent County Treatment Fee (1,515,084) (553,543) (626,386) 72,843 Total Budget Balances - Working Capital 3,078,446 1,164,519 1,440,547 (276,028) TOTAL BUDGET BALANCES & EXPENSES $ 16,280,085 $ 17,073,075 $ 17,060,997 $ 12,078

2012 Comprehensive Annual Financial Report for the City of Dover, Delaware Financial Section, Part E – Supplementary Information 113 CITY OF DOVER WATER/WASTEWATER IMPROVEMENT & EXTENSION FUND SCHEDULE OF REVENUES AND EXPENSES BUDGET (NON-GAAP BASIS) AND ACTUAL YEAR ENDED JUNE 30, 2012 VARIANCE ORIGINAL FINAL POSITIVE BUDGET BUDGET ACTUAL (NEGATIVE) Beginning Balance -Water $ 1,139,872 $ 1,537,774 $ 1,537,774 $ - Beginning Balance -Wastewater 303,476 339,673 339,673 - TOTAL BEGINNING BALANCES 1,443,348 1,877,447 1,877,447 - REVENUES: State Loan Fund-Water 2010 - 1,923,489 1,923,489 - State Loan Fund-Wastewater 2009 1,800,000 1,259,850 1,325,671 65,821 State Loan Fund-Wastewater 2011 - 765,060 - (765,060) Income from Sale of Assets - - 1,703 1,703 Interest earnings - - 28,308 28,308 Transfer from Water Fund 750,000 2,750,000 2,750,000 - Transfer from Wastewater Fund 1,000,000 2,000,000 2,000,000 - Transfer from Impact Fee Reserve 262,840 867,032 760,270 (106,762) Total Revenues 3,812,840 9,565,431 8,789,441 (775,990) TOTAL BEGINNING BALANCES & REVENUES $ 5,256,188 $ 11,442,878 $ 10,666,888 $ (775,990) EXPENSES: Water $ 766,240 $ 3,086,468 $ 2,362,179 $ 724,289 Wastewater 3,404,900 4,217,976 1,799,541 2,418,435 Water Treatment Plant 22,900 22,900 22,898 2 Water Construction 30,100 30,100 29,985 115 Total Expenses 4,224,140 7,357,444 4,214,603 3,142,841 Budget Balance - Water 1,070,632 3,071,795 3,811,206 (739,411) Budget Balance - Wastewater (38,584) 1,013,639 2,641,079 (1,627,440) Total Budget Balances - Working Capital 1,032,048 4,085,434 6,452,285 (2,366,851) TOTAL BUDGET BALANCES & EXPENSES $ 5,256,188 $ 11,442,878 $ 10,666,888 $ 775,990 0 0 0 0

2012 Comprehensive Annual Financial Report for the City of Dover, Delaware 114 Financial Section, Part E – Supplementary Information CITY OF DOVER ELECTRIC REVENUE FUND SCHEDULE OF REVENUE AND EXPENSES BUDGET (NON-GAAP BASIS) AND ACTUAL YEAR ENDED JUNE 30, 2012 VARIANCE ORIGINAL FINAL POSITIVE BUDGET BUDGET ACTUAL (NEGATIVE) Beginning Balance - Working Capital $ 11,867,003 $ 12,292,573 $ 12,292,573 $ - REVENUES: Direct base sales 95,675,500 95,674,800 96,483,053 808,253 Purchased power adjustment (6,012,000) (6,011,300) (6,083,282) (71,982) Rental income 225,000 225,000 193,065 (31,935) Miscellaneous services 919,000 850,700 1,142,471 291,771 Utility tax 1,966,100 1,700,000 1,548,209 (151,791) Green Energy 129,000 129,000 127,581 (1,419) Interest earned-operating 264,900 150,000 95,708 (54,292) Transfer from Rate Stabilization 1,000,000 1,000,000 1,000,000 - Intrafund Services - Water/Wastewater 240,203 240,200 156,204 (83,996) Total Revenues 94,407,703 93,958,400 94,663,009 704,609 TOTAL BEGINNING BALANCE & REVENUE $ 106,274,706 $ 106,250,973 $ 106,955,582 $ 704,609 EXPENSES: Power Supply & Generation Power Supply $ 42,047,430 $ 42,047,430 $ 43,265,652 $ (1,218,222) Power Supply Management 1,170,000 1,170,000 996,000 174,000 Capacity Charges 8,506,512 8,506,512 8,685,938 (179,426) PJM Charges - Load 15,043,396 15,043,396 10,182,061 4,861,335 Total Power Supply 66,767,338 66,767,338 63,129,651 3,637,687 Plant Operations 5,964,817 5,964,817 5,500,857 463,960 Capacity Credits (7,388,283) (7,388,283) (7,373,701) (14,582) PJM Credits (1,285,675) (1,285,675) (4,081,759) 2,796,084 Generation Fuels 664,641 664,641 1,582,984 (918,343) Total Generation (2,044,500) (2,044,500) (4,371,619) 2,327,119 Utility Tax 1,966,100 1,700,000 1,548,209 151,791 Administration 602,715 647,715 654,077 (6,362) Transmission/Distribution 3,162,026 3,142,026 2,960,426 181,600 Electrical Engineering 1,177,060 1,152,060 986,042 166,018 Systems Operations 473,895 473,895 498,063 (24,168) Meter Reading 215,208 215,208 205,791 9,417 Contractual Services - Power Supply 115,000 75,000 5,207 69,793 Provision for Uncollectible 150,000 150,000 150,000 - Retirees Health Care 646,510 646,510 646,510 - OPEB Trust Contribution 1,115,300 1,688,847 1,688,847 - Pension Trust Contribution 1,110,500 1,110,500 1,110,500 - Green Energy Payment to DEMEC 129,000 129,000 127,581 1,419 Interest on Deposits 54,500 54,500 21,297 33,203 Intrafund Service Fees 3,370,778 3,270,800 3,105,015 165,785 Other Appropriations: Electric Capital Project Fund 3,500,000 3,500,000 3,500,000 - General Fund 7,876,288 7,876,288 7,876,288 - Debt Service 3,336,800 3,336,800 3,371,609 (34,809) Rate Stabilization Fund - 5,000,000 5,000,000 - Inventory Reserve 175,000 175,000 175,000 - TOTAL EXPENSES 93,899,518 99,066,987 92,388,494 6,678,493 Budget Balance - Working Capital 12,375,188 7,183,986 14,567,088 (7,383,102) TOTAL BUDGET BALANCE & EXPENSES $ 106,274,706 $ 106,250,973 $ 106,955,582 $ (704,609)

2012 Comprehensive Annual Financial Report for the City of Dover, Delaware Financial Section, Part E – Supplementary Information 115 CITY OF DOVER ELECTRIC IMPROVEMENT AND EXTENSION FUND SCHEDULE OF REVENUES AND EXPENSES BUDGET (NON-GAAP BASIS) AND ACTUAL YEAR ENDED JUNE 30, 2012 VARIANCE ORIGINAL FINAL POSITIVE BUDGET BUDGET ACTUAL (NEGATIVE) Beginning Balance - Working Capital $ 2,561,096 $ 3,175,375 $ 3,175,375 $ - TOTAL BEGINNING BALANCES 2,561,096 3,175,375 3,175,375 - REVENUES: Transfer from Electric Revenue Fund 3,500,000 3,500,000 3,500,000 - Interest earnings 38,400 25,000 25,168 168 Income from Sale of Assets - - 10,066 10,066 Transfer from Insurance Reserve 70,730 70,730 70,730 - Transfer from Depreciation Reserve 300,000 300,000 300,000 - Total Revenues 3,909,130 3,895,730 3,905,964 10,234 TOTAL BEGINNING BALANCES & REVENUES $ 6,470,226 $ 7,071,105 $ 7,081,339 $ 10,234 EXPENSES: Power Plant $ 1,810,410 $ 1,897,455 $ 1,455,376 $ 442,079 Transmission/Distribution 648,337 648,337 461,464 186,873 Engineering 1,790,716 1,790,716 1,619,603 171,113 Meter Reading 20,000 20,000 10,280 9,720 Total Expenses 4,269,463 4,356,508 3,546,723 809,785 Budget Balance - Improvement & Extension Fund 2,200,763 2,714,597 3,534,616 (820,019) Total Budget Balances - Working Capital 2,200,763 2,714,597 3,534,616 (820,019) TOTAL BUDGET BALANCES & EXPENSES $ 6,470,226 $ 7,071,105 $ 7,081,339 $ (10,234)

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2012 Comprehensive Annual Financial Report for the City of Dover, Delaware Financial Section, Part E – Supplementary Information 117 FINANCIAL STATEMENTS PROPRIETARY FUND TYPES INTERNAL SERVICE FUNDS WORKERS’ COMPENSATION INSURANCE FUND The City has created this fund to account for the revenues and expenses related to a self- insured Workers’ Compensation Fund. The revenues are received from the City's various funds. These funds contribute to the Workers’ Compensation Fund an amount based on salaries at a pre-determined assessment rate. Claims paid, reinsurance cost and third party administrator's fees are charged to this fund. Budgetary schedules are included for public review of budgetary compliance.

2012 Comprehensive Annual Financial Report for the City of Dover, Delaware 118 Financial Section, Part E – Supplementary Information CITY OF DOVER INTERNAL SERVICE FUNDS WORKER'S COMPENSATION INSURANCE STATEMENT OF REVENUE, EXPENSES AND CHANGES IN NET ASSETS AS OF JUNE 30, 2012 & JUNE 30, 2011 2012 2011 OPERATING REVENUES: City Contribution $ 24,528 $ 631,636 Insurance Refunds - Excess Ins. & Other 533,979 - Miscellaneous revenue 6,380 4,577 TOTAL OPERATING REVENUE 564,887 636,213 OPERATING EXPENSES: Program Expenses 1,769,964 161,880 Insurance 67,652 63,125 Self-Insurance Taxes 24,337 34,845 Contractural Services 31,100 31,100 TOTAL OPERATING EXPENSES 1,893,053 290,950 NET OPERATING INCOME/(LOSS) (1,328,166) 345,263 NON OPERATING REVENUE/(EXPENSE): Interest Earned 19,987 27,684 Net Increase (Decrease) in Fair Market Value of Investments 4,533 (3,188) TOTAL NON OPERATING REVENUE/(LOSS) 24,520 24,496 UNRESERVED RETAINED EARNINGS AT BEGINNING OF YEAR 1,936,697 1,566,938 UNRESERVED RETAINED EARNINGS AT END OF YEAR $ 633,051 $ 1,936,697

2012 Comprehensive Annual Financial Report for the City of Dover, Delaware Financial Section, Part E – Supplementary Information 119 FINANCIAL STATEMENTS FIDUCIARY FUND TYPES AGENCIES DOWNTOWN DOVER PARTNERSHIP The City established the Downtown Dover Partnership as an agency for the development of the downtown urban area. FOURTH OF JULY CELEBRATION COMMITTEE The Fourth of July Celebration Committee is designed to provide recreation enjoyment and educational events commemorating the birth of our nation. DOVER LIBRARY FOUNDATION The Dover Library Foundation was formed to provide fund raising for the construction of a new regional library.

2012 Comprehensive Annual Financial Report for the City of Dover, Delaware 120 Financial Section, Part E – Supplementary Information CITY OF DOVER COMBINING STATEMENT OF CHANGES IN ASSETS AND LIABILITIES ALL AGENCY FUNDS YEAR ENDED JUNE 30, 2012 BALANCE BALANCE JUNE 30, 2011 ADDITIONS DEDUCTIONS June 30, 2012 DOWNTOWN DOVER PARTNERSHIP ASSETS: Cash $ 399,231 $ 716,976 $ 860,257 $ 255,950 Receivables 59,641 5,852 10,639 54,854 Prepaid items 829 3,064 829 3,064 Total Assets $ 459,701 $ 725,892 $ 871,725 $ 313,868 LIABILITIES: Vouchers payable $ 26,686 $ 848,307 $ 825,738 $ 49,255 Deposit payable 7,015 - - 7,015 Due to agencies 426,000 - 168,402 257,598 Total Liabilities $ 459,701 $ 848,307 $ 994,140 $ 313,868 4TH JULY CELEBRATION COMMITTEE ASSETS: Cash $ 15,385 $ 33,446 $ 22,935 $ 25,896 Prepaid items 1,597 - 1,597 - Total Assets $ 16,982 $ 33,446 $ 24,532 $ 25,896 LIABILITIES: Vouchers payable $ 1,822 $ 21,112 $ 22,934 $ - Due to agencies 15,160 10,736 - 25,896 Total Liabilities $ 16,982 $ 31,848 $ 22,934 $ 25,896 DOVER LIBRARY FOUNDATION ASSETS: Cash $ 1,472,451 $ 368,338 $ 1,669,225 $ 171,564 Prepaid items - 76 - 76 Total Assets $ 1,472,451 $ 368,414 $ 1,669,225 $ 171,640 LIABILITIES: Vouchers payable $ 936 $ 3,649 $ 4,585 $ - Due to agencies 1,471,515 - 1,299,875 171,640 Total Liabilities $ 1,472,451 $ 3,649 $ 1,304,460 $ 171,640 (Continued)

2012 Comprehensive Annual Financial Report for the City of Dover, Delaware Financial Section, Part E – Supplementary Information 121 (Continued-Combining Statement of Changes in Assets & Liabilities all Agency Funds) BALANCE BALANCE JUNE 30, 2011 ADDITIONS DEDUCTIONS JUNE 30, 2012 TOTAL-ALL AGENCY FUNDS ASSETS: Cash & Investments $ 1,887,067 $ 1,118,760 $ 2,552,417 $ 453,410 Receivables 59,641 5,852 10,639 54,854 Prepaid items 2,426 3,140 2,426 3,140 Total Assets $ 1,949,134 $ 1,127,752 $ 2,565,482 $ 511,404 LIABILITIES: Vouchers payable $ 29,444 $ 873,068 $ 853,257 $ 49,255 Deposit payable 7,015 - - 7,015 Due to agencies 1,912,675 10,736 1,468,277 455,134 Total Liabilities $ 1,949,134 $ 883,804 $ 2,321,534 $ 511,404

2012 Comprehensive Annual Financial Report for the City of Dover, Delaware 122 Financial Section, Part E – Supplementary Information THIS PAGE LEFT BLANK INTENTIONALLY

2012 Comprehensive Annual Financial Report for the City of Dover, Delaware Financial Section, Part E – Supplementary Information 123 FINANCIAL STATEMENTS FIDUCIARY FUND TYPES PENSION TRUST FUNDS POLICE PENSION TRUST This fund accounts for pension transactions of sworn, uniformed police officers hired prior to September 1, 1982. This pension plan is now closed to new police officers. Pensions and benefits to the police retirees are paid from this fund. The trust fund investments are managed by an outside investment manager. EMPLOYEES’ PENSION TRUST This fund incorporates transactions related to the retirement system for all employees, with the exception of sworn, uniformed police officers and new employees hired after September 29, 2009. This fund accounts for the costs of the management of funds. These costs are paid to an outside investment manager. The resources are provided by contributions from the City, interest earnings and employee’s contributions of 3.5% of payroll, exclusive of unscheduled overtime. OPEB TRUST This fund provides retirement medical coverage to pensioners and their eligible dependents in the City of Dover defined benefit and defined contribution pension plans. The resources are 100% of individual health insurance coverage for the employee and 75% of the amount over the individual premium for dependent care coverage and the employee contributes 25% of the amount over the individual premium for dependent care coverage.

2012 Comprehensive Annual Financial Report for the City of Dover, Delaware 124 Financial Section, Part E – Supplementary Information The City of Dover, Delaware Combining Statement of Pension Trust Fund Net Assets June 30, 2012 Police General Pension Pension Totals ASSETS: Cash and cash equivalents $ 601,329 $ 861,458 $ 1,462,787 Investments at fair value - Mutual Funds 10,086,398 21,187,128 31,273,526 Net assets held in trust for pension benefits $ 10,687,727 $ 22,048,586 $ 32,736,313 The City of Dover, Delaware Combining Statement of Changes in Pension Trust Fund Net Assets For the Year Ended June 30, 2012 Police General Pension Pension Totals Additions Net investment income/loss $ (34,831) $ (4,991) $ (39,822) City's contribution - payroll based - 354,034 354,034 City's contribution - lump sum 95,000 2,788,900 2,883,900 Employee contribution - 279,092 279,092 State contributions 561,772 - 561,772 Other 11,502 17 11,519 Total Additions to Net Assets 633,443 3,417,052 4,050,495 Deductions Benefit payments 1,486,211 3,249,878 4,736,089 General administration 13,256 18,149 31,405 Refund of pension contribution - 109,354 109,354 Total Deductions From Net Assets 1,499,467 3,377,381 4,876,848 Change in net assets (866,024) 39,671 (826,353) Net assets - beginning 11,553,751 22,008,915 33,562,666 Net assets - ending $ 10,687,727 $ 22,048,586 $ 32,736,313

STATISTICAL SECTION THIS SECTION OF THE CITY OF DOVER ‘S COMPREHENSIVE ANNUAL FINANCIAL REPORT PRESENTS DETAILED INFORMATION AS A CONTEXT FOR UNDERSTANDING WHAT THE INFORMATION IN THE FINANCIAL STATEMENTS, NOTE DISCLOSURES, AND REQUIRED SUPPLEMENTARY INFORMATION SAYS ABOUT THE GOVERNMENT’S OVERALL FINANCIAL HEALTH.

2012 Comprehensive Annual Financial Report for the City of Dover, Delaware Statistical Section 125 STATISTICAL SECTION This part of the City of Dover’s comprehensive annual financial report presents detailed information as a context for understanding what the information in the financial statements, note disclosures, and required supplementary information says about the government’s overall financial health. FINANCIAL TRENDS These schedules contain trend information to help the reader understand how the City’s financial performance and well-being have changed over time. REVENUE CAPACITY These schedules contain information to help the reader assess the City’s most significant local revenue source, property tax. DEBT CAPACITY These schedules present information to help the reader assess the affordability of the City’s current levels of outstanding debt and the City’s ability to issue additional debt in the future. DEMOGRAPHIC AND ECONOMIC INFORMATION These schedules offer demographic and economic indicators to help the reader understand the environment within which the City’s financial activities take place. OPERATING INFORMATION These schedules contain service and infrastructure data to help the reader understand how the information in the City’s financial report relates to the services the City provides and the activities it performs. Sources: Unless otherwise noted, the information in these schedules is derived from the comprehensive annual financial reports for the relevant year.

2012 Comprehensive Annual Financial Report for the City of Dover, Delaware 126 Statistical Section Table 1 City of Dover Net Assets by Component Last Ten Fiscal Years (Accrual basis of accounting) Fiscal Year 2003 2004 2005 2006 2007 2008 2009 2010 2011 2012 Governmental Activities Invested in capital assets, net of related debt $ 19,554,571 $ 21,824,685 $ 23,343,787 $ 27,056,161 $ 29,709,046 $ 35,255,463 $ 35,752,624 $ 35,742,504 $ 38,839,995 $ 49,642,124 Restricted 1,002,363 1,852,754 2,023,096 887,235 1,591,678 1,602,932 1,758,470 1,250,342 1,774,167 482,780 Unrestricted 5,423,283 4,067,810 7,431,716 11,590,341 13,849,061 15,155,125 9,536,614 4,820,682 (99,435) (6,759,433) Total governmental activities net assets 25,980,217 27,745,249 32,798,599 39,533,737 45,149,785 52,013,520 47,047,708 41,813,528 40,514,727 43,365,471 Business-type activities Invested in capital assets, net of related debt 73,946,422 81,968,635 82,878,764 89,089,027 89,289,351 101,154,934 91,471,776 96,660,480 97,270,906 98,303,263 Restricted 39,568,228 36,010,001 32,620,056 33,801,000 29,762,946 23,758,183 34,372,050 31,302,487 34,148,330 33,836,315 Unrestricted 8,253,229 4,831,263 11,569,305 11,859,329 14,371,418 16,263,139 18,614,907 19,318,633 23,286,232 33,947,753 Total business-type activities net assets 121,767,879 122,809,899 127,068,125 134,749,356 133,423,715 141,176,256 144,458,733 147,281,600 154,705,468 166,087,331 Primary government Invested in capital assets, net of related debt 93,500,993 103,793,320 106,222,551 116,145,188 118,998,397 136,410,397 127,224,400 132,402,984 136,110,901 147,945,387 Restricted 40,570,591 37,862,755 34,643,152 34,688,235 31,354,624 25,361,115 36,130,520 32,552,829 35,922,497 34,319,095 Unrestricted 13,676,512 8,899,073 19,001,021 23,449,670 28,220,479 31,418,264 28,151,521 24,139,315 23,186,797 27,188,320 Total primary government net assets $ 147,748,096 $ 150,555,148 $ 159,866,724 $ 174,283,093 $ 178,573,500 $ 193,189,776 $ 191,506,441 $ 189,095,128 $ 195,220,195 $ 209,452,802

2012 Comprehensive Annual Financial Report for the City of Dover, Delaware Statistical Section 127 Table 2 City of Dover Changes in Net Assets Last Ten Fiscal Years (Accrual basis of accounting) Fiscal Year 2003 2004 2005 2006 2007 2008 2009 2010 2011 2012 Expenses Governmental activities: General government $ 1,710,749 $ 1,426,396 $ 905,382 $ 836,668 $ 1,472,104 $ 1,384,276 $ 1,855,983 $ 1,510,308 $ 1,248,124 $ 1,180,327 Public safety 11,131,850 12,319,713 12,533,566 13,879,609 14,509,849 15,120,737 15,929,187 16,357,692 16,848,343 17,638,304 Public Works 4,029,404 4,536,928 4,547,747 4,493,296 4,791,235 4,355,206 7,539,463 7,115,319 6,257,946 8,135,172 Library and recreation 1,512,396 1,371,944 1,706,743 1,309,601 1,875,872 2,108,664 2,417,236 2,265,205 2,731,492 2,377,363 Community and economic development 392,101 545,899 711,743 600,907 639,545 497,914 724,555 2,228,744 1,173,546 773,208 Central services 48,032 297,857 236,451 447,877 552,042 586,274 550,886 544,611 599,498 469,385 Financial administration 241,609 1,902,719 1,582,911 1,774,380 1,588,425 1,425,074 2,557,465 2,353,180 2,463,426 1,146,524 Other post-employment benefits - - - - - - 2,441,541 2,843,480 6,142,627 6,534,630 Interest on long-term debt 249,661 224,155 129,352 118,130 106,815 82,657 87,491 78,581 75,397 90,161 Total governmental activities expenses 19,315,802 22,625,611 22,353,895 23,460,468 25,535,887 25,560,802 34,103,807 35,297,120 37,540,399 38,345,074 Business-type activities Water and Sewer 8,789,932 9,291,404 8,678,186 9,263,236 9,846,771 10,387,198 11,196,913 11,971,445 10,912,722 11,068,607 Electric 52,380,785 53,387,490 56,384,796 58,620,196 88,297,987 88,442,048 94,475,940 90,940,056 90,296,244 77,625,673 Total business-type activities 61,170,717 62,678,894 65,062,982 67,883,432 98,144,758 98,829,246 105,672,853 102,911,501 101,208,966 88,694,280 Total primary government expenses 80,486,519 85,304,505 87,416,877 91,343,900 123,680,645 124,390,048 139,776,660 138,208,621 138,749,365 127,039,354 Program Revenues Governmental activities: Charges for services: General government 524,342 1,117,648 1,209,067 1,428,996 1,683,817 1,603,935 1,426,972 1,307,296 1,503,243 4,043,168 Public safety 3,000,136 2,956,135 3,684,792 4,487,028 4,499,315 4,571,911 4,358,641 4,309,516 4,682,687 4,803,827 Public works 1,080,356 1,083,894 1,081,064 1,253,313 1,312,328 1,334,492 1,396,801 1,340,729 2,173,434 1,903,623 Library and recreation 434,149 443,925 447,948 549,959 1,100,412 788,875 715,404 650,283 632,861 632,824 Operating grants and contributions 1,683,806 2,090,106 2,267,722 3,156,369 3,108,545 2,511,244 2,758,194 3,813,842 5,032,926 2,654,051 Capital grants and contributions 717,603 1,154,728 1,983,669 500,103 790,612 647,724 1,090,838 169,130 856,338 6,292,303 Total governmental activities program revenues 7,440,392 8,846,436 10,674,262 11,375,768 12,495,029 11,458,181 11,746,850 11,590,796 14,881,489 20,329,796 (Continued)

2012 Comprehensive Annual Financial Report for the City of Dover, Delaware 128 Statistical Section (Table 2 Continued - Changes in Net Assets) Fiscal Year 2003 2004 2005 2006 2007 2008 2009 2010 2011 2012 Expenses Business-type activities Charges for services: Water and Sewer 10,541,804 10,454,520 10,804,685 12,224,877 11,819,643 12,158,812 11,319,027 11,531,595 14,033,678 13,775,833 Electric 59,578,543 59,476,870 63,303,032 68,005,332 87,014,071 96,858,790 101,420,982 100,278,474 101,902,619 93,529,401 Capital Contributions - 211,390 368,740 272,000 705,572 2,078,040 - 392,855 997,750 441,285 Total business-type activities program revenues 70,120,347 70,142,780 74,476,457 80,502,209 99,539,286 111,095,642 112,740,009 112,202,924 116,934,047 107,746,519 Total primary government program revenues 77,560,739 78,989,216 85,150,719 91,877,977 112,034,315 122,553,823 124,486,859 123,793,720 131,815,536 128,076,315 Net (expense)/revenue: Governmental activities (11,875,410) (13,779,175) (11,679,633) (12,084,700) (13,040,858) (14,102,621) (22,356,957) (23,706,324) (22,658,910) (18,015,278) Business-type activities 8,949,630 7,463,886 9,413,475 12,618,777 1,394,528 12,266,396 7,067,156 9,291,423 15,725,081 19,052,239 Total primary government net revenue (expense) (2,925,780) (6,315,289) (2,266,158) 534,077 (11,646,330) (1,836,225) (15,289,801) (14,414,901) (6,933,829) 1,036,961 General Revenues and Other Changes in Net Assets Governmental activities: Property taxes 7,076,050 7,183,124 7,370,318 8,792,652 9,032,995 9,557,982 10,075,401 10,029,584 10,904,908 11,050,198 Transfer taxes 2,663,963 1,627,172 2,379,548 3,048,064 3,008,371 3,515,422 1,197,425 867,692 1,461,983 1,373,103 Gain (loss) on sale of capital assets - - 3,750 - - - - - - - Investment earnings 254,510 97,171 332,853 640,381 1,230,540 726,683 585,264 268,748 137,218 141,925 Transfers 5,440,923 6,636,740 6,611,024 6,338,741 5,385,000 7,166,269 5,533,055 7,306,120 8,856,000 8,300,796 Total governmental activities 15,435,446 15,544,207 16,697,493 18,819,838 18,656,906 20,966,356 17,391,145 18,472,144 21,360,109 20,866,022 Business-type activities: Gain (loss) on sale of capital assets - 16,213 (13,264) (127,477) - - - - - - Investment earnings 2,152,263 198,661 1,312,098 1,528,672 2,664,831 2,652,414 1,748,376 837,564 554,787 630,420 Transfers (5,440,923) (6,636,740) (6,611,024) (6,338,741) (5,385,000) (7,166,269) (5,533,055) (7,306,120) (8,856,000) (8,300,796) Total business-type activities (3,288,660) (6,421,866) (5,312,190) (4,937,546) (2,720,169) (4,513,855) (3,784,679) (6,468,556) (8,301,213) (7,670,376) Total primary government 12,146,786 9,122,341 11,385,303 13,882,292 15,936,737 16,452,501 13,606,466 12,003,588 13,058,896 13,195,646 Change in Net Assets Government activities 3,560,036 1,765,032 5,017,860 6,735,138 5,616,048 6,863,735 (4,965,812) (5,234,180) (1,298,801) 2,850,744 Business-type activities 5,660,970 1,042,020 4,101,285 7,681,231 (1,325,641) 7,752,541 3,282,477 2,822,867 7,423,868 11,381,863 Total primary government $ 9,221,006 $ 2,807,052 $ 9,119,145 $ 14,416,369 $ 4,290,407 $ 14,616,276 $ (1,683,335) $ (2,411,313) $ 6,125,067 $ 14,232,607

2012 Comprehensive Annual Financial Report for the City of Dover, Delaware Statistical Section 129 Table 3 City of Dover Fund Balances of Governmental Funds Last Ten Fiscal Years (Modified accrual basis of accounting) Fiscal Year 2003 2004 2005 2006 2007 2008 2009 2010 2011 2012 General Fund Reserved $ 689,233 $ 720,698 $ 1,099,450 $ 2,158,007 $ 2,023,169 $ 528,145 $ 709,817 $ 315,580 $ - $ - Unreserved 4,682,483 3,729,125 4,156,574 6,515,829 7,046,831 9,387,795 8,305,396 7,242,323 - - Non-spendable - - - - - - - - 191,567 198,175 Restricted - - - - - - - - 85,070 83,356 Committed - - - - - - - - 3,484,203 920,475 Assigned - - - - - - - - 614,559 658,890 Unassigned - - - - - - - - 3,385,209 3,007,983 Total General Fund 5,371,716 4,449,823 5,256,024 8,673,836 9,070,000 9,915,940 9,015,213 7,557,903 7,760,608 4,868,879 All other governmental funds Special revenue funds Unreserved 805,171 2,119,882 2,984,929 2,829,793 5,248,929 5,180,097 881,332 872,309 - - Non-spendable - - - - - - - - 4,203 13,099 Restricted - - - - - - - - 764,512 399,424 Assigned - - - - - - - - 289,221 171,381 Total all other governmental funds 805,171 2,119,882 2,984,929 2,829,793 5,248,929 5,180,097 881,332 872,309 1,057,936 583,904 Total fund balances $ 6,176,887 $ 6,569,705 $ 8,240,953 $ 11,503,629 $ 14,318,929 $ 15,096,037 $ 9,896,545 $ 8,430,212 $ 8,818,544 $ 5,452,783 NOTE The fiscal years prior to 2011 show fund balances as they were classified and reported prior to GASB 54.

2012 Comprehensive Annual Financial Report for the City of Dover, Delaware 130 Statistical Section Table 4 City of Dover Changes in Fund Balances of Governmental Funds Last Ten Fiscal Years (Modified accrual basis of accounting) Fiscal Year 2003 2004 2005 2006 2007 2008 2009 2010 2011 2012 Revenues Fines $ 650,004 $ 619,493 $ 1,117,440 $ 1,759,979 $ 1,314,246 $ 1,262,180 $ 1,323,041 $ 1,418,354 $ 1,665,496 $ 1,202,615 Library revenue 334,702 333,157 346,652 451,705 989,006 517,697 514,458 465,387 444,455 475,822 Licenses and permits 1,934,820 2,017,287 2,251,091 2,465,845 2,689,348 2,916,749 2,599,948 2,424,768 2,417,363 2,816,866 Sanitation fees and rebates 1,080,356 1,083,894 1,081,064 1,253,313 1,293,399 1,333,436 1,396,801 1,340,729 2,173,434 1,903,623 Recreation - - - - 12,793 34,111 47,079 36,100 44,292 44,522 Miscellaneous services 1,039,303 988,511 916,244 996,174 1,367,960 1,351,160 1,278,251 1,247,096 1,480,845 3,940,294 Taxes 9,740,013 8,810,296 9,749,866 11,840,716 12,041,366 13,073,404 11,272,826 10,897,276 12,366,891 12,462,532 Grants 2,396,409 3,244,834 2,812,082 3,919,800 4,550,607 3,148,194 3,513,365 4,482,259 5,551,175 8,909,758 Court of Chancery fees - 559,260 710,380 792,280 929,120 883,880 738,240 675,390 766,340 863,220 Investment income 226,165 95,127 315,642 603,451 1,154,829 638,782 513,873 237,631 112,722 117,405 Total revenues 17,401,772 17,751,859 19,300,461 24,083,263 26,342,674 25,159,593 23,197,882 23,224,990 27,023,013 32,736,657 Expenditures General government 698,081 693,874 902,139 836,419 1,000,622 1,319,774 1,661,742 1,525,854 1,348,911 1,093,772 Library services 1,021,282 1,132,413 1,144,289 1,162,301 1,253,300 1,391,974 2,150,585 1,951,347 4,369,578 13,518,569 Public safety 10,671,475 11,755,081 12,432,257 13,922,271 15,055,746 15,068,451 15,680,044 15,948,298 16,139,953 17,001,619 Public works 1,696,969 2,864,345 2,478,911 3,340,643 2,551,962 2,928,236 3,219,659 2,504,061 2,535,060 2,074,061 Recreational services 482,936 486,789 617,624 705,241 1,452,987 2,699,725 869,134 746,868 834,124 827,230 Streets and sanitation services 2,971,180 2,957,758 2,711,775 3,242,649 3,018,222 3,675,282 3,279,188 3,181,025 3,383,465 3,280,165 Engineering services 56,703 225,658 253,299 289,208 314,728 - - - - - Financial administration 391,721 597,973 687,450 725,963 829,002 1,055,619 1,009,240 895,570 866,314 902,009 Garage and stores 545,371 382,851 418,710 417,202 402,915 486,966 491,450 526,286 490,113 503,036 Insurance 128,127 203,997 168,430 153,202 165,584 176,947 199,643 197,723 203,343 198,241 Retiree health care lump sum 456,025 541,715 590,587 645,457 736,286 758,185 3,265,857 1,006,397 1,297,509 1,614,241 Employee pension unfunded liability 140,910 - - - 402,204 134,775 - - 1,544,978 1,545,000 Street lights 465,923 470,110 534,682 545,426 624,243 917,438 937,013 956,860 968,562 986,430 Community and economic development 392,101 545,899 711,743 600,907 639,545 497,914 724,555 2,228,744 1,173,546 773,208 Miscellaneous 296,914 - 16,000 - - - - - - - (Continued)

2012 Comprehensive Annual Financial Report for the City of Dover, Delaware Statistical Section 131 (Table 4 - Continued Changes in Fund Balances of Governmental Funds) Fiscal Year 2003 2004 2005 2006 2007 2008 2009 2010 2011 2012 Expenditures Debt service Principal 637,960 668,341 490,171 464,480 368,384 350,000 365,000 260,000 270,000 275,000 Interest 249,661 217,374 121,350 107,959 96,644 87,468 77,319 68,410 65,225 52,734 Other charges (Issuance of debt) - 122,387 - - - - - - - 27,255 Total expenditures 21,303,339 23,866,565 24,279,417 27,159,328 28,912,374 31,548,754 33,930,429 31,997,443 35,490,681 44,672,570 Excess of revenues over(under) expenditures (3,901,567) (6,114,706) (4,978,956) (3,076,065) (2,569,700) (6,389,161) (10,732,547) (8,772,453) (8,467,668) (11,935,913) Other financing sources (uses) Bond proceeds - 3,430,000 - - - - - - - 851,500 Transfers in 6,499,751 8,249,757 8,965,067 8,850,767 8,316,722 12,369,176 12,683,925 9,156,575 12,420,329 10,959,204 Transfers out (1,053,828) (1,928,012) (2,354,043) (2,512,026) (2,931,722) (5,202,907) (7,150,870) (1,850,455) (3,564,329) (2,658,408) Payments to refunded bond escrow agent - (3,244,281) - - - - - - - - Capital leases 84,377 - - - - - - - - - Sale of capital assets - - 3,750 - - - - - - - Total other financing sources (uses) 5,530,300 6,507,464 6,614,774 6,338,741 5,385,000 7,166,269 5,533,055 7,306,120 8,856,000 9,152,296 Net change in fund balances $ 1,628,733 $ 392,758 $ 1,635,818 $ 3,262,676 $ 2,815,300 $ 777,108 $ (5,199,492) $ (1,466,333) $ 388,332 $ (2,783,617) Debt service as a percentage of noncapital expenditures 4.89% 4.70% 2.76% 2.42% 1.83% 1.62% 1.42% 1.05% 1.11% 1.15% Capital outlay included in total expenditures (1) $ 3,159,696 $ 2,425,801 $ 2,084,385 $ 3,523,649 $ 3,554,679 $ 4,559,625 $ 2,698,627 $ 2,434,391 $ 5,296,536 $ 13,927,288 NOTES (1) Capital outlay has been included in functional expenditures. Debt service as a percentage of non-capital expenditures excludes capital outlay expenditures.

2012 Comprehensive Annual Financial Report for the City of Dover, Delaware 132 Statistical Section Table 5 City of Dover Governmental Activities Tax Revenues by Source Last Ten Fiscal Years (accrual basis of accounting) Fiscal Property Transfer Year Tax Tax Total 2003 $7,076,050 $2,663,963 $9,740,013 2004 7,183,124 1,627,172 8,810,296 2005 7,370,318 2,379,548 9,749,866 2006 8,792,652 3,048,064 11,840,716 2007 9,032,995 3,008,371 12,041,366 2008 9,557,982 3,515,422 13,073,404 2009 10,075,401 1,197,425 11,272,826 2010 10,029,584 867,692 10,897,276 2011 10,904,908 1,461,983 12,366,891 2012 11,050,198 1,373,103 12,423,301 NOTES 1. Property Tax rate $.3378 of 100% assessed value (See Table 6 for tax rates) includes payments in lieu of taxes, farm land roll back and penalties. 2. Transfer Taxes equal 1.5% of the real property sales value. 3. Assessed value by major component not available. (See Table 6 for total assessed value.)

2012 Comprehensive Annual Financial Report for the City of Dover, Delaware Statistical Section 133 Table 6 City of Dover, Delaware Assessed and Estimated Actual Value of Taxable Property Last Ten Fiscal Years REAL PROPERTY Ratio of Less: Total Taxable Direct Fiscal Total Assessed Exempt Total Taxable Estimated Value to Total Tax Year Value Properties Assessed Value Actual Value Assessed Value Rate 2003 $2,209,978,500 $504,226,700 $1,705,751,800 $2,209,978,500 77.18% $ 0.4110 2004 2,576,251,900 841,436,800 1,734,815,100 2,576,251,900 67.34% 0.4110 2005 2,605,638,000 841,290,300 1,764,347,700 2,605,638,000 67.71% 0.4110 2006 3,146,043,800 618,735,300 2,527,308,500 3,146,043,800 80.33% 0.3300 2007 3,516,580,775 618,433,400 2,898,147,375 3,516,580,775 82.41% 0.3300 2008 3,406,762,915 616,277,700 2,790,485,215 3,406,762,915 81.91% 0.3300 2009 4,124,562,920 1,225,269,600 2,899,293,320 4,124,562,920 70.29% 0.3300 2010 4,139,869,700 1,232,858,580 2,907,011,120 4,139,869,700 70.22% 0.3300 2011 4,363,518,360 1,226,879,300 3,136,639,060 4,363,518,360 71.88% 0.3378 2012 4,469,369,160 1,300,061,400 3,169,307,760 4,469,369,160 70.91% 0.3378 Source: Tax Assessor's Office, City of Dover. NOTES 1. There is no tax on personal properties. Therefore, no figures are presented. 2. In 2003 the City changed assessed values to 100% of estimated actual values from 60%. In doing so, the tax rate was lowered from $ .685 to $ .411. Had the tax rate been rolled back to a revenue nuetral rate, the rate would have been $ .3310. The revised rate represents an $ .08 increase. 3. In 2005, the City property values were reassessed, effective for tax year 2006. The tax rate was lowered from $ .411 to $ .330. Had the tax rate been rolled back to a revenue nuetral rate, the rate would have been $ .310. The revised rate represents a $ .02 increase. 4 In 2010, the City property values were reassessed, effective for tax year 2011. The tax rate was increased from $ .330 to $ .3378. Had the tax rate been rolled back to a revenue nuetral rate, the rate would have been $ .3108. The revised rate represents a $ .027 rate increase.

2012 Comprehensive Annual Financial Report for the City of Dover, Delaware 134 Statistical Section Table 7 City of Dover, Delaware NOTES Property Tax Rates - All Direct and Overlapping Governments with the Capital School District 1. Section 48 of the City of (Per $100 of Assessed Value) Dover charter provides Last Ten Fiscal Years that the amount of money to be raised through property taxes shall not exceed 2% of the total taxable assessment. Direct Overlapping City Capital Vo-Tech Total 2. Kent County Property Fiscal of Kent School School Direct & tax rates reflect the 1987 Year Dover County District District Overlapping reappraisal of properties in Kent County. 2003 $ 0.411 $ 0.250 $ 1.120 $ 0.087 $ 1.868 2004 0.4110 0.250 1.173 0.0870 1.921 3. The City of Dover changed 2005 0.4110 0.250 1.403 0.0887 2.153 * from 60% of assessed value 2006 0.3300 0.250 1.459 0.1180 2.157 * to 100% and accordingly 2007 0.3300 0.250 1.534 0.1160 2.230 * lowered the tax rate in 2003. 2008 0.3300 0.250 1.480 0.1219 2.182 2009 0.3300 0.310 1.543 0.1219 2.305 4. The City of Dover reassessed 2010 0.3300 0.310 1.769 0.1304 2.539 property values and "rolled 2011 0.3378 0.300 1.832 0.1351 2.605 back" the tax rate in 2006. 2012 0.3378 0.300 1.832 0.1351 2.605 Sources: Tax Assessor's Office - City Receiver of Taxes Office - Kent County * Corrected Capital School District & Vo-tech tax rates Property Tax Rates - FY 2011 All Direct & Overlapping Governments 0.135 0.338 0.300 1.832 City of Dover Kent County Capital School Vo-Tech School

2012 Comprehensive Annual Financial Report for the City of Dover, Delaware Statistical Section 135 Table 8 City of Dover, Delaware Principal Tax Payers Current Year and Nine Years Ago PERCENTAGE PERCENTAGE OF TOTAL OF TOTAL 2012 TAXABLE 2003 TAXABLE ASSESSED ASSESSED ASSESSED ASSESSED TAX PAYERS VALUATION RANK VALUATION VALUATION RANK VALUATION Dover Downs Prop, Inc. $146,847,600 1 4.63% $79,751,500 1 4.68% Dover Mall LP/Dover Commons 80,921,800 2 2.55% 45,018,200 2 2.64% Dover Medical Center 27,270,100 3 0.86% 0 - - Dover South Coast Partnership 25,035,100 4 0.79% 9,777,500 9 0.57% Kraft-General Foods Corp. 19,565,300 5 0.62% 31,425,800 3 1.84% Robino Bay Court Plaza 14,400,000 6 0.45% 3,955,800 - 0.23% Millers Dover Downs 13,463,600 7 0.42% 2,779,300 - 0.16% G & I VA Dover Country Club LLC 13,176,500 8 0.42% 4,316,500 - 0.25% McKee Road Business Park LLC 12,774,400 9 0.40% 8,821,700 - 0.52% Multi-Residental-M LLC 12,396,200 10 0.39% 0 - 0.00% Del-Homes Catalog Group 0 - - 9,241,600 10 0.54% Dover Wipes 0 - - 21,992,100 4 1.29% K.W. Lands/Sheraton/Hampton 0 - - 9,987,300 8 0.59% Playtex Apparel Inc. 0 - - 11,382,900 7 0.67% Energizer(was Playtex Products Inc.) 0 - - 14,241,800 5 0.83% Woodmill Capital Advisors LLC 0 - - 12,367,200 6 0.73% $365,850,600 11.54% $265,059,200 15.54% Source: Tax Assessor's Office, City of Dover Total taxable assessed valuation for current year is 3,169,307,760 In 2003 the City changed assessed values to 100% of estimated actual values from 60%. 1,705,751,800

2012 Comprehensive Annual Financial Report for the City of Dover, Delaware 136 Statistical Section Table 9 City of Dover, Delaware Property Tax Levies and Collections Last Ten Fiscal Years Total Collected Within Collection Collected in Total Collection Fiscal Tax the Fiscal Year as Percentage Subsequent Collections as Percentage Year Levy of the Levy of Levy Years to Date of Levy 2003 $ 6,842,874 $ 6,724,009 98.3% $ 118,865 $ 6,842,874 100.00% 2004 7,011,906 6,941,843 99.0% 70,063 7,011,906 100.00% 2005 7,109,977 6,941,217 97.6% 168,750 7,109,967 100.00% 2006 8,287,536 8,081,411 97.5% 206,125 8,287,536 100.00% 2007 8,448,462 8,242,898 97.6% 204,732 8,447,630 99.99% 2008 9,074,777 8,937,384 98.5% 135,399 9,072,783 99.98% 2009 9,512,522 9,206,158 96.8% 296,166 9,502,324 99.89% 2010 9,525,034 9,314,327 97.8% 202,280 9,516,607 99.91% 2011 10,481,734 10,166,681 97.0% 236,992 10,403,673 99.26% 2012 10,549,631 10,280,930 97.5% 310,787 10,591,717 100.40% Source: City of Dover Assessor & Customer Service Reports. PROPERTY TAXES LEVIED LAST TEN FISCAL YEARS 12 11 10 9 8 7 Millions 6 5 4 3 2 1 0 2003 2004 2005 2006 2007 2008 2009 2010 2011 2012 NOTES 1. Section 48 of the City of Dover charter provides that the maximum budget to be raised through property taxes shall not exceed 2% of the total taxable assessment. 2. Total Tax Levy represents the annual tax billings, quarterly billings and adjustments from tax appeals. 3. The table excludes payments in lieu of taxes and farm land roll back taxes.

2012 Comprehensive Annual Financial Report for the City of Dover, Delaware Statistical Section 137 Table 10 City of Dover Ratios of Outstanding Debt by Type Last Ten Fiscal Years Governmental Activities Business-type Activities General Water/Sewer Electric Total Percentage Fiscal Obligation Capital Revenue Revenue Capital Primary of Personal Per Year Bonds Leases Bonds Bonds Leases Government Income Capita Population 2003 $ 4,100,000 $ 554,217 $ 8,803,629 $ 24,085,000 $ 393,030 $ 37,935,876 5.9% $ 1,154 33,829 2004 3,805,000 313,035 9,759,511 22,830,000 309,915 37,017,461 5.7% 1,116 33,829 2005 3,475,000 152,864 8,429,336 22,535,000 161,836 34,754,036 5.3% 1,037 33,829 2006 3,140,000 - 7,053,065 20,680,000 68,892 30,941,957 4.7% 914 34,288 2007 2,795,000 - 5,660,657 18,950,000 - 27,405,657 4.1% 807 35,197 2008 2,445,000 - 5,007,072 17,170,000 - 24,622,072 3.7% 690 35,200 2009 2,080,000 - 4,332,268 37,530,000 - 43,942,268 6.3% 1,200 36,359 2010 1,820,000 - 3,641,199 35,270,000 - 40,731,199 5.7% 1,112 36,627 2011 1,550,000 - 8,115,557 30,280,000 - 39,945,557 4.9% 1,070 37,341 2012 2,126,500 - 10,976,709 28,220,000 - 41,323,209 5.0% 1,132 36,492 Source: City of Dover Financial Records Population Source: Delaware Population Consortium Annual Population Projections

2012 Comprehensive Annual Financial Report for the City of Dover, Delaware 138 Statistical Section Table 11 City of Dover, Delaware Ratio of Net General Obligation Bonded Debt To Assessed Value and Net Bonded Debt Per Capita Last Ten Fiscal Years Ratio of Net Net Bonded Bonded Gross Net Debt To Debt Fiscal Assessed Bonded Bonded Assessed Per Year Population Value Debt Debt Value Capita 2003 32,043 $ 1,705,751,800 $ 4,100,000 $ 4,100,000 0.24% $ 127.95 2004 32,043 1,734,815,100 3,805,000 3,805,000 0.22% 118.75 2005 32,043 1,764,347,700 3,475,000 3,475,000 0.20% 138.95 2006 32,043 2,527,308,500 3,140,000 3,140,000 0.12% 97.99 2007 32,043 2,898,147,375 2,795,000 2,795,000 0.10% 87.23 (2) 2008 32,043 2,790,485,215 2,445,000 2,445,000 0.09% 76.30 (2) 2009 32,043 2,879,943,320 2,080,000 2,080,000 0.07% 64.91 (2) 2010 32,043 2,907,011,120 1,550,000 1,550,000 0.05% 48.37 (2) 2011 36,047 3,136,639,060 1,550,000 1,550,000 0.05% 43.00 (2) 2012 36,047 3,169,307,760 2,126,500 2,126,500 0.07% 58.99 Source: City of Dover Financial Records, Tax Assessor’s Office and Planning's Census information. NOTES 1. This table includes all long-term general obligation bonded debt only. The Enterprise Funds have no general obligation debt. 2. Assessed value reflects the net billable tax base and does not include the exempt value, exemption for Senior Citizens and exemption for disability.

2012 Comprehensive Annual Financial Report for the City of Dover, Delaware Statistical Section 139 Table 12 City of Dover, Delaware Ratio of Annual Debt Service Expenditures for General Bonded Debt to Total General Expenditures Last Ten Fiscal Years Ratio of Debt Service Total Total to Total Fiscal Debt General General Year Principal Interest Service Expenditures(1) Expenditures 2003 $ 465,000 $ 223,543 $ 688,543 $ 20,214,952 3.41% 2004 485,000 200,740 685,740 26,084,149 2.63% 2005 330,000 110,371 440,371 27,912,865 1.58% 2006 335,000 103,718 438,718 30,169,206 1.45% 2007 345,000 96,232 441,232 34,651,840 1.27% 2008 350,000 87,468 437,468 35,703,156 1.23% 2009 365,000 77,319 442,319 33,766,292 1.31% 2010 260,000 68,410 328,410 32,786,465 1.00% 2011 270,000 65,225 335,225 38,898,945 0.86% 2012 275,000 52,263 327,263 47,743,864 0.69% Source: City of Dover Financial Records. NOTES 1. The General Expenditures include all operating items, capital items and debt service. (See Table 9)

2012 Comprehensive Annual Financial Report for the City of Dover, Delaware 140 Statistical Section Table 13 City of Dover, Delaware Computation of Direct and Overlapping Debt with the Capital School District June 30, 2012 Percentage Amount Net Debt Applicable to Applicable to Jurisdiction Outstanding City of Dover City of Dover City of Dover $ 4,542,503 100% $ 4,542,503 Kent County (1) 49,496,091 6% 2,969,765 Capital School District (2) 68,776,850 - TOTAL $ 122,815,444 $ 7,512,268 Sources: City of Dover Financial Records, Kent County Levy Court - Accounting Department and Capital School District - Administration Department. NOTES 1. Kent County: Total debt for Kent County is $49,496,091 at June 30, 2012. Although, Kent County's bonds are general obligation bonds, $44,273,719 is payable from the Kent County Sewer Fund(s) or other committed sources. 2. Capital School District: As of June 30, 2012 the net outstanding debt was $68,776,850. Percentage and amount applicable to the City is not available.

2012 Comprehensive Annual Financial Report for the City of Dover, Delaware Statistical Section 141 Table 14 City of Dover, Delaware Computation of Legal Debt Margin Last Ten Fiscal Years (amounts expressed in thousands) Fiscal Year 2003 2004 2005 2006 2007 2008 2009 2010 2011 2012 Debt Limit $ 426,438 $ 433,704 $ 441,087 $ 631,827 $ 724,537 $ 697,621 $ 144,965 $ 144,341 $ 155,838 $ 156,429 Net (Taxable) Assessed Value on Books 1,705,752 1,734,815 1,764,348 2,527,309 2,898,147 2,790,485 2,899,293 2,886,826 3,116,765 3,128,586 Total Net Debt applicable to limit 4,100 3,805 3,475 3,140 2,795 2,445 2,080 1,820 1,550 2,127 Legal debt margin $ 422,374 $ 429,899 $ 437,612 $ 629,848 $ 721,742 $ 695,176 $ 142,885 $ 142,521 $ 154,288 $ 154,302 Total Net Debt applicable to limit as a percentage of debt limit 0.97% 0.89% 0.79% 0.50% 0.39% 0.35% 1.46% 1.28% 1.00% 1.38% Legal Debt Margin Calculation for Fiscal Year 2012 Net (Taxable) Assessed Value on Books $ 3,128,586 Debt Limit - 5 Percent of Total Assessed Value $ 156,429 DEBT (For which the City's full faith and credit has been pledged) Gross Bonded Debt 2,127 LEGAL DEBT MARGIN $ 154,302 Source: City of Dover Financial Reports, City of Dover Charter, Section 50(b), and Tax Assessor's Office July 2009 the Charter was amended and the debt limit was reduced from 25% of the total assessed value to 5%.

2012 Comprehensive Annual Financial Report for the City of Dover, Delaware 142 Statistical Section Table 15 City of Dover, Delaware Revenue Bond Coverage - Electric Revenue Bonds Last Ten Fiscal Years Available Fiscal Gross Operating For Debt Debt Service Requirements of Each Fiscal Year Year Revenue Expenses Service Principal Interest Total Coverage 2003 $ 59,737,571 $ 46,611,778 $ 13,125,793 $ 1,170,000 $ 1,480,203 $ 2,650,203 4.95% 2004 59,611,552 47,393,103 12,218,449 1,255,000 1,380,002 2,635,002 4.64% 2005 63,467,514 51,505,300 11,962,214 1,335,000 1,115,728 2,450,728 4.88% 2006 68,377,892 53,839,945 14,537,947 1,855,000 910,256 2,765,256 5.26% 2007 87,606,858 83,006,505 4,600,353 1,730,000 859,048 2,589,048 1.78% 2008 97,354,991 82,132,360 15,222,631 1,780,000 828,076 2,608,076 5.84% 2009 101,562,292 89,853,449 11,708,843 1,840,000 1,753,447 3,593,447 3.26% 2010 100,316,323 86,089,451 14,226,872 2,260,000 1,716,134 3,976,134 3.58% 2011 102,734,764 84,195,802 18,538,962 2,370,000 1,609,192 3,979,192 4.66% 2012 93,650,277 71,607,021 22,043,256 2,060,000 1,260,054 3,320,054 6.64% Source: City of Dover Financial Records. NOTES 1. Coverage required by the bond resolution is 1.25%. 5. In August 2004, the City issued Electric Revenue refunding bonds in the amount of $22,535,000 to refund the 2. Calculation of gross revenue for fiscal year 2012 is as outstanding Electric Revenue Bonds Series 1990 and follows: Electric Revenue Refunding Bonds Series 1993. Gross Revenue: Operating Revenues $ 93,529,401 6. In July 2008, the City issued Electric Revenue bonds in the Interest Earned-Operating Funds 120,876 amount of $22,200,000. Fiscal year 2009 includes $1,026,999 Total Gross Revenue $ 93,650,277 of interest related to this bond issue. 3. Direct operating expenses do not include 7. In November 2011, the City issued Electric Revenue depreciation expense. Refunding Bonds in the amount of $8,810,000 to refund the 2004 Series. This refunding reduced the principal payable 4. Figures presented in this table compare the net revenue by $2,620,000. available for debt service to the debt service requirements of the same fiscal year.

2012 Comprehensive Annual Financial Report for the City of Dover, Delaware Statistical Section 143 Table 16 City of Dover, Delaware Revenue Bond Coverage - Water/Wastewater Bonds Last Ten Fiscal Years Maximum Requirements Net Revenue Maximum Direct Available Debt Fiscal Gross Operating For Debt Service Actual Year Revenue Expenses Service Requirement Coverage 2003 $ 10,604,052 $ 7,180,175 $ 3,423,877 $ 1,472,412 2.33% 2004 10,101,660 7,608,196 2,493,464 1,553,713 1.60% 2005 10,619,688 7,223,283 3,396,405 1,553,713 2.19% 2006 12,372,563 7,805,396 4,567,167 1,551,228 2.94% 2007 12,294,847 8,242,898 4,051,949 797,748 5.08% 2008 11,594,402 8,763,407 2,830,995 797,748 3.55% 2009 11,067,901 9,510,814 1,557,087 797,708 1.95% 2010 11,204,911 10,319,728 885,183 416,423 2.13% 2011 13,758,048 9,222,105 4,535,943 416,423 10.89% 2012 13,647,145 9,063,553 4,583,592 966,838 4.74% Source: City of Dover Financial Records. NOTES 1. Coverage required by bond resolution is 1.20%. 2. The maximum debt service requirement presented above covers all revenue bond requirements. Rates were increased in 2011 for debt service coverage on multi-year projects that are still under construction. Once these projects are completed, debt service requirements will increase. 3. Direct operating expenses do not include depreciation expense for coverage purposes as per the bond indenture. 4. In October 2003, the City issued Water and Sewer Revenue Bonds in the amount of $7,980,000. These bonds were issued to fully defease Water and Wastewater Revenue Bond Series 1986 B and to partially defease Water and Wastewater Revenue Bond Series 1993 and Series 1993 A and to provide approximately $1,600,000 for future capital projects.

2012 Comprehensive Annual Financial Report for the City of Dover, Delaware 144 Statistical Section Table 17 City of Dover Demographic and Economic Statistics Last Ten Calendar Years Per Capita Personal Personal Median School Unemployment Year Population Income Income Age Enrollment Rate 2003 33,179 $ 645,165,655 $ 19,445 32.9 6,670 4.3% 2004 33,511 651,621,395 19,445 32.9 6,886 3.9% 2005 33,858 658,368,810 19,445 32.9 6,882 3.2% 2006 33,962 660,391,090 19,445 32.9 6,956 2.9% 2007 34,735 675,422,075 19,445 32.9 6,973 3.8% 2008 36,107 702,100,615 19,445 32.9 6,977 5.7% 2009 36,627 712,212,015 19,445 32.9 6,996 10.2% 2010 36,627 712,212,015 19,445 32.9 7,117 10.2% 2011 36,560 818,158,759 22,697 31.3 7,185 9.9% 2012 36,492 828,258,924 22,697 33.2 6,984 9.3% Population Source: City Count Personal Income Source: Estimation based on Population times Per Capita Personal Income Per Capital Personal Income and Median Age Sources: American Community Survey 2006-2010 Dover, DE School Enrollment Source: includes kindergarten through 12th grade. Unemployment Rate Source: Delaware Department of Labor Statistics adjusted yearly average

2012 Comprehensive Annual Financial Report for the City of Dover, Delaware Statistical Section 145 Table 18 City of Dover, Delaware Major Employers Current Year and Nine Years Ago 2012 2003 Percentage of Number of Percentage of Name Numbers of Total City Employees Total City Employees Rank Employment 06/30/2003 Rank Employment Dover Air Force Base (1) 6,400 1 32.2% 8,595 1 30.3% State of Delaware 4,500 2 22.7% 8,791 2 31.5% Bayhealth Medical Center (2) 3,123 3 15.7% 2,527 3 8.9% Dover Downs Co., Inc. 1,495 4 7.5% 1,200 6 4.2% (3) Dover Mall LP 1,000 5 5.0% 3,200 4 11.7% Capital School District 881 7 4.4% 809 8 2.9% Delaware State University 958 6 4.8% 1,150 7 4.1% Kraft Foods Inc. 604 8 3.0% 621 9 2.2% Energizer Personal Care (Playtex Products) 496 9 2.5% 1,105 5 3.9% City of Dover 405 10 2.0% 375 13 1.3% 19,862 28,373 Source: City Economic Development Office NOTES 1. Dover Air Force Base total includes active duty, reservists and civilian employees. 2. Number of employees working in Kent County. 3. Figures estimated by Employer.

2012 Comprehensive Annual Financial Report for the City of Dover, Delaware 146 Statistical Section Table 19 City of Dover Full-time Equivalent City Government Employees by Function Last Ten Fiscal Years 2003 2004 2005 2006 2007 2008 2009* 2010 2011 2012 Assessor 2.0 2.0 2.0 2.0 3.0 4.5 4.5 4.5 3.0 3.0 Central Services 7.0 7.0 7.0 8.0 8.0 8.0 8.0 8.0 6.0 6.0 City Clerk 4.0 4.0 4.0 4.0 4.0 4.0 4.0 4.0 4.0 4.0 City Manager 3.0 3.0 3.0 5.0 5.0 5.0 5.0 5.0 5.0 5.0 Customer Services 16.0 16.0 16.0 14.0 16.0 16.0 16.0 16.0 15.0 14.0 Delaware Prevention Network 2.0 2.0 1.0 - - - - - - - Facilities Management 12.0 13.0 13.0 12.0 12.0 13.0 13.0 13.0 13.0 12.0 Finance 7.0 7.0 8.0 8.0 8.0 8.0 8.0 8.0 8.0 8.0 Fire 5.5 5.5 5.5 6.0 6.0 6.0 6.0 6.0 6.0 6.0 Fleet Maintenance 5.0 5.0 6.0 6.0 6.0 6.0 6.0 6.0 6.0 6.0 Human Resources 3.0 3.5 3.5 3.5 4.0 4.0 4.0 4.0 3.0 3.0 Information Technology 7.0 7.0 8.0 8.0 8.0 8.0 8.0 8.0 7.0 5.0 Library 17.0 17.0 17.0 17.0 17.0 18.0 18.0 18.0 17.5 12.0 Mayor 1.0 1.0 1.0 1.0 1.0 1.0 1.0 1.0 1.0 1.0 Parks and Recreation 5.0 5.0 5.0 5.0 5.0 8.0 8.0 8.0 8.0 6.0 Police Civilian 30.0 29.0 29.0 29.0 29.0 29.0 29.0 29.0 29.0 29.0 Police Law Enforcement 81.0 85.0 87.0 90.0 91.0 93.0 93.0 90.0 91.0 93.0 Public Services, Administration 3.0 4.0 4.0 4.0 4.0 5.0 4.0 4.0 4.0 5.0 Public Services, Inspections 14.0 14.5 14.5 15.0 15.0 16.0 7.0 7.0 7.0 7.0 Public Services, Life Safety - - - - - - 4.0 4.0 4.0 3.0 Public Services, Economic Development - - - - - - 3.0 3.0 3.0 3.0 Public Services, Weed and Seed 1.0 1.0 1.0 1.0 - - - - - - Planning 2.0 3.0 3.0 4.0 5.0 5.0 6.0 6.0 5.0 5.0 Code Enforcement - - - - - - 5.0 5.0 4.5 4.0 Community Development 1.0 1.0 1.0 1.0 1.0 1.0 1.0 1.0 1.0 1.0 Public Works, Grounds Maintenance 15.0 15.0 15.0 16.0 16.0 16.0 16.0 16.0 15.0 14.0 Public Works, Sanitation 13.0 13.0 13.0 13.0 13.0 13.0 13.0 13.0 12.0 13.0 Public Works, Streets 13.0 11.0 11.0 11.0 11.0 11.0 11.0 11.0 11.0 11.0 Public Works E & I 2.0 3.0 3.0 - - - - - - - General Fund Total 271.5 277.5 281.5 283.5 288.0 298.5 301.5 298.5 289.0 279.0 Public Utilities, Electric Administration 3.0 3.0 3.0 3.0 3.0 4.0 4.0 4.0 4.0 4.0 Public Utilities, Electric Engineering 21.5 18.5 19.5 20.5 20.5 12.5 12.5 12.5 10.0 10.0 Public Utilities, Electric System OPS - - - - - 5.0 5.0 5.0 5.0 5.0 Public Utilities, Electric Meter Reading 5.0 5.0 5.0 5.0 5.0 5.0 4.0 4.0 3.0 3.0 Public Utilities, Electric Transmission and Distribution 31.0 29.0 29.0 29.0 29.0 28.0 28.0 28.0 25.0 25.0 Emergency Preparedness 1.0 - - - - - - - - - Electric Tree Trimmers 5.0 - - - - - - - - - Electric Fund Total 66.5 55.5 56.5 57.5 57.5 54.5 53.5 53.5 47.0 47.0 Public Utilities, Construction 10.0 8.0 8.0 8.0 8.0 7.0 7.0 7.0 6.0 6.0 Public Utilities, Wastewater Engineering - - - 3.0 3.0 8.0 8.0 8.0 6.0 6.0 Public Utilities, Wastewater T & D 9.5 9.5 9.5 11.0 11.0 11.0 11.0 11.0 9.0 10.0 Public Utilities, Water T & D 9.5 4.5 4.5 5.0 5.0 5.0 5.0 5.0 4.0 4.0 Public Utilities, Water Treatment Plant 8.0 8.0 8.0 8.0 9.0 10.0 10.0 10.0 10.0 10.0 Water Meter Reading 1.0 1.0 1.0 1.0 1.0 1.0 1.0 1.0 - - Water/Wastewater Fund Total 38.0 31.0 31.0 36.0 37.0 42.0 42.0 42.0 35.0 36.0 Total Full-Time Equivalents 376.0 364.0 369.0 377.0 382.5 395.0 397.0 394.0 371.0 362.0 Source: City of Dover Budget * Per Revised Budget

2012 Comprehensive Annual Financial Report for the City of Dover, Delaware Statistical Section 147 Table 20 City of Dover, Delaware Operating Indicators and Capital Assets Used in Operations Last Ten Fiscal Years June 30, 2003 June 30, 2004 June 30, 2005 June 30, 2006 June 30, 2007 June 30, 2008 June 30, 2009 June 30, 2010 June 30, 2011 June 30, 2012 Date of Incorporation Feb. 16, 1829 Feb. 16, 1829 Feb. 16, 1829 Feb. 16, 1829 Feb. 16, 1829 Feb. 16, 1829 Feb. 16, 1829 Feb. 16, 1829 Feb. 16, 1829 Feb. 16, 1829 Land area - Acres 14,406.68 14,571.35 14,714.60 14,674.58 14,914.27 14,904.90 14,904.90 14,909.33 14,909.33 14,909.33 Land area - Square Miles 22.5104 22.7677 22.991 22.929 23.303 22.586 22.586 23.29 23.29 23.29 Total Miles of Street 149.1 150.69 152.96 153.76 155.62 159.62 159.62 159.62 158.94 162.81 City Maintained Miles of Streets 89.75 91.34 93.61 94.41 96.27 100.27 100.27 100.27 101.59 103.46 State Maintained Miles of Streets 59.35 59.35 59.35 59.35 59.35 59.35 59.35 59.35 57.35 59.35 Population-U. S. Census data 32,043 32,043 32,043 32,043 32,043 32,043 32,043 32,043 36,047 36,047 Population-City Count 33,829 33,829 33,829 34,288 35,197 35,200 36,359 36,627 37,341 36,492 Registered Voters 19,850 18,259 18,714 19,502 19,084 20,181 21,897 21,897 21,454 21,454 Electric Utility: Generating Units 4 4 4 4 4 4 4 4 4 4 Co-Generating Unit 0 0 0 0 1 1 1 1 1 1 4 4 4 4 5 5 5 5 5 5 Generating Capacity 175 mw 175 mw 175 mw 175 mw 176 mw 176 mw 175 mw 175 mw 175 mw 175 mw Co-Generating Capactiy 0 mw 0 mw 16 mw 16 mw 16 mw 16 mw 16 mw 16 mw 175 mw 175 mw 175 mw 175 mw 192 mw 192 mw 191 mw 191 mw 191 mw 191 mw Area of Service 68 sq. mi. 68 sq. mi. 68 sq. mi. 68 sq. mi. 68 sq. mi. 68 sq. mi. 68 sq. mi. 68 sq. mi. 68 sq. mi. 68 sq. mi. Substations 16 16 16 16 15 15 15 15 15 15 High Peak Load 165 mw 163 mw 160 160 176 mw 175 mw 155.656 mw 164.082 mw 162.6 mw 172 mw Customers: Residential 17,636 17,757 17,867 18,297 18,807 19,075 19,635 19,827 19,730 19,804 Commercial 2,836 2,915 2,813 3,280 3,535 3,602 3,096 3,141 3,140 3,103 Primary 30 33 32 32 38 38 41 41 42 43 Vapor Lights Only 874 874 867 867 872 880 850 843 820 811 69 KV Industrial 4 4 4 4 3 3 3 3 3 3 Municipal- Total number of meters 149 148 149 149 0 0 0 0 0 0 Total Customers Sales $ $56,599,722 $57,151,810 $60,170,424 $63,844,353 $83,109,810 $94,037,212 $99,642,490 $93,195,907 $99,513,157 $91,947,980 Total Customers Sales kWh 748,260,252 741,523,091 731,635,019 736,810,231 734,072,008 731,024,065 719,949,121 711,907,207 711,907,207 725,244,000 PowerSupply $ $36,222,102 $37,675,178 $39,628,388 $41,871,486 $70,800,844 $68,831,697 $74,928,897 $72,695,602 $69,616,078 $77,079,848 kWh 778,715,700 780,677,900 767,750,050 781,466,220 788,824,000 770,997,000 751,171,000 751,250,000 768,254,000 725,244,000 Fire Department: Stations 2 2 2 2 2 2 2 2 2 2 Officers 8 8 8 8 8 8 8 8 8 8 Firemen - Membership (Volunteers-Active) 100 100 100 100 100 100 80 120 100 100 Equipment 15 15 11 14 14 18 14 14 14 15 (Continued)

2012 Comprehensive Annual Financial Report for the City of Dover, Delaware 148 Statistical Section Table 20 (Continued) June 30, 2003 June 30, 2004 June 30, 2005 June 30, 2006 June 30, 2007 June 30, 2008 June 30, 2009 June 30, 2010 June 30, 2011 June 30, 2012 Parks and Recreation: Major Parks 3 3 3 3 3 3 3 3 3 3 Small Parks 23 23 22 22 22 22 22 22 22 24 Police Department: Station 1 1 1 1 1 1 1 1 1 1 Substation 1 0 0 0 0 0 0 0 0 0 Uniformed Personnel 81 85 87 88 90 92 92 90 93 93 Automobiles 60 74 79 71 66 66 66 66 67 78 Motorcycles 5 5 5 5 5 7 7 7 7 7 Motor Boats 1 1 1 1 1 1 1 1 1 0 Bicycles 5 5 4 4 4 4 4 4 4 12 Specialty Vehicles 7 5 5 6 6 6 6 7 7 7 Trailers 3 3 3 4 4 3 3 3 3 2 Public Library: Books 93,340 97,820 101,631 111,496 120,203 119,392 121,312 138,931 103,091 93,050 Audiovisual Materials (VCRs, DVDs, 6,725 9,823 10,138 7,171 11,507 11,917 15,356 15,572 14,409 15,265 CDs, Cassettes, Recorded Books) Members 43,185 46,318 48,626 39,202 37,036 37,587 39,354 36,534 33,466 32,717 Magazines Subscriptions 289 359 359 359 359 287 193 201 178 217 Newspapers 10 12 12 12 15 29 19 19 19 11 Circulation of Books 327,310 348,269 398,842 398,666 400,336 408,827 428,633 375,632 400,130 407,611 Electronic Downloads - - - - - - - - - 2,635 Water Utility: Supply - Wells 22 22 22 22 22 22 22 22 22 22 Storage Tanks 6 6 6 6 6 6 6 6 6 6 Total Storage Capacity (gallons) 3,750,000 3,750,000 3,750,000 3,750,000 3,750,000 3,750,000 3,750,000 3,750,000 3,750,000 3,750,000 Water Mains (miles) 165 175 185 miles 176 miles 176 miles 196 miles 215.7 miles 215.7 miles 215.7 miles 217.5 miles Average Daily Gallons Pumped 5,168,536 5,149,613 4,898,000 5,218,000 4,721,174 4,974,526 4,429,115 4,474,063 4,656,334 4,405,923 Peak Daily Gallons 8,194,800 7,400,000 8,421,000 8,358,000 8,672,000 9,278,000 8,058,000 6,756,000 8,620,000 8,620,000 Water Gallons - Pumped 1,890,466,700 1,879,000,000 1,788,000,000 1,904,666,300 1,869,585,000 1,815,702,000 1,616,627,000 1,633,033,000 1,699,562,000 1,608,161,895 Number of Metered Customers 10,999 11,150 11,625 11,764 11,962 13,229 13,375 13,863 12,330 12,385 Number of New Connections 173 298 475 139 198 284 146 488 0 55 Wastewater Utility: Pumping Stations 34 34 34 38 42 42 42 42 42 40 Wastewater Mains 152 miles 155 miles 160 miles 185 miles 185 miles 185 miles 185 miles 185 miles 185 miles 186.87 miles Average Daily Gallons 5,131,076 5,708,000 5,127,000 4,241,798 4,631,172 4,202,974 4,115,281 5,389,524 4,230,586 4,379,033 Peak Daily Gallons 7,000,000 7,000,000 5,983,000 Not Measured Not Measured Not Measured Not Measured Not Measured Not Measured Not Measured Total Annual Gallons 1,872,843,000 2,083,000,000 1,871,000,000 1,548,256,115 1,722,795,930 1,538,796,919 1,502,077,732 1,965,547,000 1,544,249,000 1,598,347,045 Number of New Connections 133 250 350 Not Available Not Available Not Available 146 488 0 55 Water Treatment Plant: Capacity 4.6 MGD 4.6 MGD 4.6 MGD 4.6 MGD 4.6 MGD 4.6 MGD 4.6 MGD 4.6 MGD 4.6 MGD 4.6 MGD Sales to Customers: Water Fees $3,803,967 $3,769,635 $3,791,254 $4,289,413 $4,250,634 $4,203,972 $4,070,523 $4,274,966 $4,945,385 $4,707,918 Wastewater Fees $2,532,802 $2,521,499 $2,719,577 $2,605,428 $2,619,013 $2,589,539 $2,351,885 $3,015,856 $3,694,020 $3,722,985 Wastewater Adjustment $2,778,521 $2,743,359 $2,611,290 $3,865,683 $3,854,100 $4,109,166 $3,733,644 $3,100,547 $3,058,656 $3,050,127 Sources: Various City departments

2012 Comprehensive Annual Financial Report for the City of Dover, Delaware Statistical Section 149 Table 21 City of Dover, Delaware Schedule of Insurance as of June 30, 2012 PROTECTION TYPE OF COVERAGE LIMIT IN DOLLARS 1. Property- Blanket Building and Contents - $10,000 Deductible $139,113,899 Real and Personal Property (all risks of physical loss or damage) including property of other City Departments. $100,000,000 Earthquake $2,000,000 $50,000 Deductible Flood (all scheduled locations except if located in Flood Zones: A, B/shaded X, V & D) $2,000,000 $50,000 Deductible Blanket Business Earnings & Expense $100,000 Electronic Data Processing $1,674,830 $1,000 Deductible 2. Inland Marine- Miscellaneous Scheduled Scheduled Equipment ($1,000 Deductible) $9,885 Unlisted Items (Maximum any one item $5,000) $100,000 Employee Tools ($250 tool deductible [Maximum any one item $18,000]) $115,423 Leased or Rented Equipment (Maximum any one item $100,000) $100,000 New Acquired Equipment $250,000 Rental Cost (per item) $5,000 Loss to any one Replacement Item $100,000 Scheduled Property - Bikes & Boat $16,000 Flood Deductible $1,000 3. General Liability- Each Event $1,000,000 General Total Limit $3,000,000 Personal Injury Each Person $1,000,000 Advertising Injury Each Person $1,000,000 Medical Expenses $0 Sewer Back-Up - (resulting from negligence) $0 Deductible $1,000,000 Failure to Supply Services - Water $1,000,000 Statutory Cap Limits of Coverage Endorsement Delaware Personal Injury Statutory Cap Limit $300,000 Delaware Advertising Injury Statutory Cap Limit $300,000 Delaware Bodily Injury & Property Damage Statutory Cap Limit $300,000 4. Automobile- Liability $1,000,000 Personal Injury Protection $300,000 Uninsured Motorist $1,000,000 Underinsured Motorist $1,000,000 Comprehensive - $500 Deductible-Specified Vehicles Collision - $1,000 Deductible-Specified Vehicles (Physical Damage Applies to Police & Specified Electric & Sanitation Trucks) Non-owned Liability $1,000,000 Hired Auto Liability $1,000,000 Employees as Additional Insured Hired Auto Physical Damage $90,000 Hired Car Physical Damage Comprehensive & Collision Deductible $250 Statutory Cap Limits of Coverage Endorsement Delaware Statutory Cap Limit $300,000 5. Employee Benefit Plans Administration Liability - Claims Made Total Limit $3,000,000 Each Employee Limit $1,000,000 Deductible $1,000 Law Enforcement Liability - Occurrence Total Limit $3,000,000 Each Wrongful Act $1,000,000 Deductible $5,000 Statutory Cap Limits of Coverage Endorsement Delaware Statutory Cap Limit $300,000 6. Public Entity Management Liability - Claims Made Retroactive Date: 7/1/96 Total Limit $3,000,000 Each Wrongful Act Limit $1,000,000 Deductible $25,000 7. Employment Practices Liability - Claims Made Retroactive Date: 7/1/96 Total Limit $5,000,000 Each Wrongful Employment Practice Offense Limit $5,000,000 Deductible $25,000 (Continued)

2012 Comprehensive Annual Financial Report for the City of Dover, Delaware 150 Statistical Section Table 21 (Continued) PROTECTION TYPE OF COVERAGE LIMIT IN DOLLARS 8. Crime Employee Theft Per Loss ($500 Deductible) $500,000 Employee Theft Per Loss $500,000 excess of $500,000 Forgery or Alteration ($1,000 Deductible) $100,000 Inside the Premises- Theft of Money & Securities ($500 Deductible) $35,000 Inside the Premises ($500 Deductible) $25,000 Outside the Premises ($500 Deductible) $30,000 Computer Fraud ($1,000 Deductible) $100,000 Money Orders and Counterfeit Paper Currency ($1,000 Deductible) $100,000 Faithful Performance Coverage 9. Boiler and Machinery Insurance (Excluding Power Plants) Coverage Limit Property Limit Deductible $10,000 Expediting Expenses $250,000 Hazardous Substance $250,000 Ammonia Contamination $250,000 Spoilage $250,000 10. Umbrella General Total Limit $4,000,000 Products & Completed Work: Total Limit $4,000,000 Personal Injury $4,000,000 Advertising Injury $4,000,000 Each Event Limit $4,000,000 Deductible Per Event $10,000 Umbrella Underlying Policies: General Liability $1,000,000 Employment Benefits $1,000,000 Auto Liability $1,000,000 Law Enforcement Liability $1,000,000 Public Entity Management Liability $1,000,000 12. Pollution Liability (Includes 2 Underground Storage Tanks & 2 Power Plants) Retroactive Date: 4/1/97 Each Pollution Event Limit $5,000,000 Aggregate Policy Limit $10,000,000 Deductibles $5,000 on UST's and McKee Run & VaSant Power Plants Deductibles $25,000 13. EXCESS WORKER'S COMPENSATION Employers Liability Limit $1,000,000 Specific Limit: ($500,000 Retention) Statutory Aggregate Limit: $1,000,000 14. WORKER'S COMPENSATION - TPA SERVICES Annual Premium $22,500 N/A 15. TRAVEL ACCIDENT POLICY Principal Sum (Covered positions specified) $100,000 Deductible $0 16. BOND-SELF INSURED WORKER'S COMPENSATION STATE OF DELAWARE LIMIT $750,000 17. BOND PUBLIC OFFICIALS BOND Treasurer - Limit $100,000 City Clerk-Assistant Treasurer - Limit $100,000 18. Power Plants - Property & Boiler & Machinery Limit per Occurrence $100,000,000 Extra Expense $2,000,000 Errors & Omissions $2,000,000 Expediting Cost $1,000,000 Property in the Course of Construction $5,000,000 Earthquake $20,000,000 Flood $10,000,000 Debris Removal $2,500,000 Property in Transit $2,500,000 Demolition & Increase Cost of Construction $10,000,000 Deductibles $100,000 Except: $350,000 per occurrence $100,000 per Occurrenceas respects Transit In respect of Time Element loss (Extra Expenses: 45 days per Occurrence 72 hours per Occurrence in respect of Service interruption

ACTION FORM PROCEEDING: Legislative, Finance & Administration Committee DEPARTMENT OF ORIGIN: Planning & Inspections DATE SUBMITTED: January 3, 2013 PREPARED BY: Ann Marie Townshend, AICP, Director of Planning & Community Development SUBJECT: Revisions to the Airport Environs Overlay Zone (AEOZ) REFERENCE: Appendix B – Zoning, Article 3 – District Regulations, Section 22 Airport Environs Overlay Zone (AEOZ) RELATED PROJECT: N/A REVIEWED BY: N/A EXHIBITS: Ordinance #2013-01; Ordinance #2013-02; Map Entitled “Airport Environs Overlay Zone (AEOZ) – 2013 Amendments” EXPENDITURE REQUIRED: N/A AMOUNT BUDGETED: N/A FUNDING SOURCE (Dept./Page in CIP & Budget): N/A TIME TIMETABLE: First Reading on January 28, 2013; Public Hearing before the Planning Commission on February 19, 2013; Public Hearing and Final Action by City Council on March 11, 2013. RECOMMENDED ACTION: Staff recommends that the proposed ordinances be forwarded to the City Council with a favorable recommendation. BACKGROUND AND ANALYSIS In 2001, the City of Dover adopted the Airport Environs Overlay Zone (AEOZ) to ensure that development of lands surrounding the Dover Air Force Base, specifically within the zones identified by the Air Force as the Noise Zones, Clear Zone, and Accident Potential Zones, proceeds in a manner that protects the public health, safety and welfare, as well as the viability of the Dover Air Force Base. The overlay zone works in conjunction with the underlying zoning district of each property to ensure that development in these areas is compatible with the noise and other aspects of the Dover Air Force Base flight paths. The AEOZ was based upon the maps and text provided by the Dover Air Force Base in their Air Installation Compatible Use Zone (AICUZ) study. In 2010, the Dover Air Force Base released an updated AICUZ study, which includes revised noise contours. The City of Dover Planning Office has used this updated information to update the City’s AEOZ. The adoption of the amended AEOZ is being processed as a Comprehensive Rezoning (Appendix B – Zoning, Article 10 – Planning Commission, Section 5 – Amendments, Subsection 5.4), as the rezoning is the result of a formal study by the Dover Air Force Base. The Planning Office sent 685 letters to affected property owners and held a public workshop on November 8, 2012 to answer questions. Some properties will be removed from the AEOZ Noise Zones as a result of the rezoning; others will remain in the AEOZ Noise Zones, but the boundary locations on their properties will change. There is no change to the Accident Potential Zones or Clear Zone proposed. The proposed amendments also include an amendment to the text of the Zoning Ordinance relating to the AEOZ. These changes are primarily housekeeping changes, and are directly related to the AICUZ study provided by the Dover Air Force Base.

Proposed changes to the AEOZ CITY OF DOVER ORDINANCE #2013-01 1 BE IT ORDAINED BY THE MAYOR AND COUNCIL OF THE CITY OF DOVER, IN COUNCIL MET: 2 3 That Appendix B – Zoning, Article 3 – District Regulations, Section 22 Airport Environs Overlay 4 Zone (AEOZ) be amended by deleting the text shown in red bold strikethrough and inserting the 5 text in blue bold italics as follows: 6 7 Sec[tion] 22. Airport environs overlay zone (AEOZ). 8 22.1 Purpose and intent. 9 The airport environs overlay zone (AEOZ) is expressly intended to protect the public health, 10 safety, and welfare by identifying areas impacted by high levels of aircraft noise, and the 11 potential for aircraft accidents associated with airport operations, by regulating land use and the 12 construction of buildings within such areas. The AEOZ is further intended to preserve and 13 promote the integrity of the mission of Dover Air Force Base (DAFB) as a matter of local, 14 regional and national importance, by regulating development and land use within the specific 15 areas surrounding DAFB, and to protect DAFB from encroachment of incompatible land uses. 16 The AEOZ shall serve as an overlay zone that applies additional standards and requirements to 17 properties located therein. 18 19 (a) The AEOZ is based on information provided by the Dover Air Force Base’s Air 20 Installation Compatible Use Zone Study Update. The City shall work with the Dover Air 21 Force Base to update the provisions of this section as needed. 22 (b) In case of conflicting standards and requirements, the more stringent standards and 23 requirements shall apply. Uses prohibited by the underlying zoning designations of the 24 properties within the AEOZ shall not be permitted by this section. 25 22.2 Definitions. 26 (1) (a) Air installations compatible use zones (AICUZ): is a department of defense program to 27 achieve compatibility between air installations and neighboring communities. 28 (2) (b) Airport environs: is the geographic area that is affected by airport air traffic operations and 29 defined on the basis of those areas immediately impacted by aircraft noise of the 65 decibels 30 (dBs) and greater noise exposure areas as delineated by the current and approved DAFB air 31 compatibility use zone study. This area is represented as the airport environs overlay zone 32 (AEOZ). 33 (3) (c) Day-night average A-weighted sound level (DNL): is a cumulative aircraft noise index 34 which estimates the exposure to aircraft noise and relates the estimated exposure to an expected 35 community response; a 24-hour energy average sound level expressed in decibels (dBs), with a 36 ten-decibel penalty applied to noise occurring between 10:00 p.m. and 7:00 a.m. 37 (4) (d) DNL contour: is an isoline linking together a series of points of equal cumulative noise 38 exposure based on Ldn metric. Such contours are developed based on aircraft flight patterns, 39 number of daily aircraft operations by type of aircraft and time of day, noise characteristics of 40 each aircraft, and typical runway usage patterns. 41 (5) (e) Decibel (dB) : is a unit of measure of sound pressure or intensity. 42 (6) (f) Ldn metric: is the average equivalent A-weighted sound level during a 24-hour day, 43 obtained by adding ten decibels to the hourly noise levels measured during the night (10:00 p.m. 44 to 7:00 a.m.). 45 (g) SLUCM: Standard Land Use Coding Manual, U.S. Department of Transportation. 46 22.3 Accident potential zones and noise zones. The AEOZ is comprised of two basic regulatory 47 components: accident potential zones and noise zones. This section establishes three accident potential 1

Proposed changes to the AEOZ 48 zones and four noise zones. The boundaries of each of these zones are delineated on the City of Dover 49 zoning map and are further described as follows: 50 (a) Accident potential zones: 51 (1) Clear zone (CZ) is that area immediately adjoining the end of a runway and which 52 extends outward from the edge of the runway a distance of 3,000 feet and which is 3,000 53 feet in width )(1,500 feet to either side of the centerline of the airport runway); 54 (2) Accident potential zone I (APZ I) is that area immediately adjoining the outer edge of 55 the CZ and which extends outward from the boundary of the CZ a distance of 5,000 feet, 56 and which is 3,000 feet in width (1,500 feet to either side of the centerline of the 57 airport runway); and 58 (3) Accident potential zone II (APZ II) is that area immediately adjoining the outer edge 59 of the APZ I and which extends outward from the boundary of the APZ I a distance of 60 7,000 feet, and which is 3,000 feet in width. 61 (b) Noise zones: 62 (1) Noise zone A (DNL A) is that area within and bounded by DNL contour lines of 63 between 65 decibels and 69 decibels of noise pressure. 64 (2) Noise zone B (DNL B) is that area within and bounded by DNL contour lines of 65 between 70 decibels and 74 decibels of noise pressure. 66 (3) Noise zone C (DNL C) is that area within and bounded by DNL contour lines of 67 between 75 decibels and 79 decibels of noise pressure. 68 (4) Noise zone D (DNL D) is that area within and bounded by DNL contour lines of 80 69 decibels and subject to noise pressure of 80 decibels and greater. 70 22.4 Exemptions. The following uses and structures are exempt from compliance with the provisions of 71 this article section: 72 (a) Additions to existing one-family dwellings. Additions to existing one-family dwellings may 73 be permitted when all other applicable zoning district bulk requirements are met. 74 (b) Additions to existing commercial non-residential buildings. Additions to existing 75 commercial buildings limited to a maximum additional floor area of 3,000 square feet for 76 buildings designed and intended for human occupancy, and unlimited floor area for 77 additions to buildings primarily used for storage, warehousing and other uses not designed 78 or intended for human occupancy as a primary use. 79 (1) Additions to existing non-residential buildings designed for human occupation 80 shall be limited to a maximum increase of 50% of the floor area. 81 (2) Additions to existing non-residential buildings designed for storage, warehousing 82 and other uses not designed or intended for human occupancy as a primary use are 83 unlimited in floor area. 84 (c) Temporary uses. Temporary uses [which] include but are not limited to public gatherings, 85 celebrations and outdoor entertainment events are permitted, so long as the period of operation 86 does not exceed five days. 87 (d) Temporary structures. Temporary buildings and structures such as tents, pavilions, bleachers, 88 etc., that are not used for residential purposes, and which meet said applicable requirements as 89 contained within this zoning ordinance [appendix] are permitted, so long as such uses and 90 associated structures are constructed incidental to a permitted use. 91 (e) Agricultural uses, operations and structures. Agricultural uses, operations, and 92 buildings and associated nonresidential structures, and lands in agricultural production. 93 (f e) Accessory uses and structures. Accessory uses and structures incidental to a permitted 94 principal structure or use. 2

Proposed changes to the AEOZ 95 22.5 Land use and development standards. Any building or portion thereof constructed or placed within 96 the AEOZ after the effective date of this section shall, and comply[ing] with the following standards: 97 (a) Unless specifically exempted under [sub]section 22.4 above, land uses shall be permitted or 98 prohibited in accordance with [sub]section 22.6, land use compatibility table. 99 (b) Proposed structures situated within noise zones A through D shall be constructed with noise 100 attenuation features to achieve the minimum interior noise level reductions specified by building 101 type in [sub]section 22.6, land use compatibility table. 102 (c) In APZ I and APZ II, no structure may be erected over 60 feet in height, regardless of zoning 103 district bulk regulations of the individual zoning district. 104 (d) All building permit applications for construction of new buildings or building additions not 105 exempted under section 22.4, within AEOZ shall be accompanied by a written statement from a 106 licensed architect or engineer, which lists all construction materials to be used and the resultant 107 interior noise level reductions to be achieved. The written analysis provided by the engineer or 108 architect shall demonstrate that the proposed construction will achieve compliance with the 109 minimum required interior noise level reductions specified in [sub]section 22.6, land use 110 compatibility table. 111 22.6 Land use compatibility table. 112 TABLE INSET: LAND USE COMPATIBILITY TABLE Airport Environs Overlay Zone (AEOZ) AEOZ Zones Noise Zones Accident Potential Zones Land Use A B C D CZ APZ 1 APZ II 65-69 dB 70-74 dB 75-79 dB 80 + dB Single, Two, and Multifamily Y1 Y1 Y1 Y1 N N Y5 Manufactured Housing Y1 Y1 Y1 Y1 N N N RESIDENTIAL Hotels, Motels, and Lodges Y2 Y3 N N N N N All Other Y1 Y1 N N N N N Residential Retail Y Y2 Y3 Y3 N Y 3,4 Y 3,4 Business Services Y Y2 Y3 Y3 N Y 3,4 Y 3,4 Personal Services Y Y2 N N N N N Professional Y Y2 Y3 Y3 N Y 3,4 Y 3,4 NONRESIDENTServices IAL Professional Offices Y Y2 N N N N N All Other Y Y2 Y3 Y3 N Y 3,4 Y 3,4 Commercial Manufacturing, Warehousing, Y Y2 Y3 Y3 N Y 3,4 Y 3,4 Distribution 113 3

Proposed changes to the AEOZ Parking Facilities Y Y2 Y3 Y3 N Y 3,4 Y 3,4 All Other Industrial Y Y2 Y3 Y3 N Y 3,4 Y 3,4 Hospitals, Nursing Homes Y2 Y3 N N N N N Other Medical Y Y3 Y3 N N N Y 3,4 Facilities Educational Y2 Y3 N N N N N Facilities Houses of Worship, Public Assembly Y2 Y3 N N N N N Government Y Y3 Y3 Y3 N Y 3,4 Y 3,4 Facilities Parks & Recreation Y Y2 Y3 Y3 N Y 3,4 Y 3,4 ALL OTHER USES Y Y2 Y3 Y3 N6 Y 3,4 Y 3,4 114 Y Land use permitted 115 N Land use prohibited 116 1 Interior noise level reduction of 25 db is required in subdistrict A, 30 db in subdistrict B, 35 db in 117 subdistrict C, and 40 db in subdistrict D. 118 2 Interior noise level reduction of 25 db is required for all areas where the public is received, office 119 areas, noise-sensitive areas, or where the normal noise level is low. 120 3 Interior noise level reduction of 30 db is required for all areas where the public is received, office 121 areas, noise-sensitive areas, or when the normal level is low. 122 4 Structures not exceeding 60 feet in height within APZ I and II. 123 5 Single-family dwellings with a gross density of no more than one unit to the acre. 124 6 Agricultural uses not prohibited by [subsection] 22.8. Land Use Compatibility Table Accident Potential Noise Zones in DNL dBA Zones SLUCM Name Clear APZ I APZ II A B C D No. Zone 65-69 70-74 75-79 80+ 10 Residential 11 Household units 11.11 Single units; detached N N Y5, 12 Y1,12 Y2 N N 11.12 Single units; semidetached and attached N N N Y1 Y2 N N 11.31 Apartments N N N Y1 Y2 N N 12 Group quarters N N N Y1 Y2 N N 13 Residential hotels N N N Y1 Y2 N N 14 Mobile home parks or courts N N N N N N N 15 Transient lodgings N N N Y1 Y2 Y5 N 16 Other residential N N N Y1 Y2 N N 20 Manufacturing Food & kindred products; 21 N N Y Y1 Y2 Y3 Y4 manufacturing 22 Textile mill products; manufacturing N N Y Y1 Y2 Y3 Y4 Apparel and other finished products 23 made from fabrics, leather, and similar N N N Y1 Y2 Y3 Y4 materials; manufacturing 4

Proposed changes to the AEOZ Lumber and wood products (except 24 N Y5,9 Y Y1 Y2 Y3 Y4 furniture); manufacturing 25 Furniture and fixtures; manufacturing N Y5,9 Y Y1 Y2 Y3 Y4 26 Paper & allied products; manufacturing N Y5,9 Y Y1 Y2 Y3 Y4 Printing, publishing, and allied 27 N Y5,9 Y Y1 Y2 Y3 Y4 industries Chemicals and allied products; 28 N N N Y1 Y2 Y3 Y4 manufacturing Petroleum refining and related 29 N N Y Y1 Y2 Y3 Y4 industries 30 Manufacturing Rubber and misc. plastic products, 31 N N N Y1 Y2 Y3 Y4 manufacturing Stone, clay and glass products 32 N N Y Y1 Y2 Y3 Y4 manufacturing 33 Primary metal industries N N Y Y1 Y2 Y3 Y4 Fabricated metal products; 34 N N Y Y1 Y2 Y3 Y4 manufacturing Professional, scientific, and controlling instruments; photographic and optical 35 N N N Y1 Y2 Y3 N goods; watches and clocks manufacturing 39 Miscellaneous manufacturing N Y5,9 Y5,9 Y1 Y2 Y3 Y4 Transportation, Communications and 40 Utilities 41 Railroad, rapid rail transit and street N N Y Y1 Y2 Y3 Y4 railroad transportation 42 Motor vehicle transportation N Y Y Y1 Y2 Y3 Y4 43 Aircraft transportation N Y10 Y Y1 Y2 Y3 Y4 44 Marine craft transportation N Y10 Y Y1 Y2 Y3 Y4 45 Highway & street right-of-way N Y Y Y1 Y2 Y3 Y4 46 Automobile parking N Y10 Y Y1 Y2 Y3 Y4 47 Communications N Y10 Y Y1 Y2 Y3 N 48 Utilities N Y10 Y Y1 Y2 Y3 Y4 Other transportation communications 49 N Y10 Y Y1 Y2 Y3 N and utilities 50 Trade 51 Wholesale trade N Y5 Y Y1 Y2 Y3 Y4 52 Retail trade-building materials, N Y5 Y Y1 Y2 Y3 Y4 hardware and farm equipment 53 Retail trade-general merchandise N N Y5 Y1 Y2 Y3 N 54 Retail trade-food N N Y5 Y1 Y2 Y3 N Retail trade-automotive, marine craft, Y2 Y3 55 N Y5 Y5 Y1 N aircraft and accessories 56 Retail trade-apparel and accessories N N Y5 Y1 Y2 Y3 N Retail trade-furniture, home furnishings 57 N N Y5 Y1 Y2 Y3 N and equipment Retail trade-eating and drinking 58 N N N Y1 Y2 Y3 N establishments 59 Other retail trade N N Y5,9 Y1 Y2 Y3 N 60 Services 61 Finance, insurance and real estate N N Y5,9 Y1 Y2 Y3 N 5

Proposed changes to the AEOZ services 62 Personal services N N Y5,9 Y1 Y2 Y3 N 62.4 Cemeteries N N Y11 Y1 Y2 Y3 N 63 Business services N Y5,9 Y5,9 Y1 Y2 Y3 N 64 Repair services N Y5,9 Y Y1 Y2 Y3 Y4 65 Professional services N N Y5,9 Y1 Y2 Y3 N 65.1 Hospitals, nursing homes N N N Y1 Y2 N N 65.1 Other medical facilities N N N Y1 Y2 Y3 N 66 Contract construction services N Y5,9 Y Y1 Y2 Y3 N 67 Governmental services N N Y5,9 Y1 Y2 Y3 N 68 Educational services N N N Y1 Y2 N N 69 Miscellaneous services N N Y5 Y1 Y2 Y3 N Cultural, Entertainment and 70 Recreational 71 Cultural activities (including churches) N N N Y1 Y2 N N 71.2 Nature exhibits N N Y Y1 N N N 72 Public assembly N N N Y1 N N N 72.1 Auditoriums, concert halls N N N Y1 Y2 N N 72.11 Outdoor music shell, amphitheaters N N N N N N N 72.2 Outdoor sports arenas, spectator sports N N N Y6 Y6 N N 73 Amusements N N Y9 Y1 Y2 N N 74 Recreational activities (including golf N N Y Y Y N N courses, riding stables, water recreation) 75 Resorts and group camps N N N Y1 Y2 N N 76 Parks N Y9 Y9 Y Y N N Other cultural, entertainment and 79 N N N Y2 Y3 N N recreation 80 Resources Production and Extraction 81 Agriculture (except livestock) Y8 Y Y Y7 Y7 Y8 Y8 81.5 to Livestock farming and animal breeding N Y Y Y7 Y7 N N 81.7 82 Agricultural related activities N Y Y Y7 Y7 N N 83 Forestry activities and related services N Y Y Y7 Y7 N N 84 Fishing activities and related services N N N N N N N N Mining activities and related services N N N N N N N Other resources production and 89 N N N N N N N extraction 125 126 Y - (Yes) - Land use and related structures are compatible without restriction. 127 N - (No) - Land use and related structures are not compatible and are prohibited. 128 Yx - (yes with restrictions) - Land use and related structures generally compatible; see notes 1-12. 129 NLR - (Noise Level Reduction) - NLR (outdoor to indoor) to be achieved through incorporation of 130 noise attenuation measures into the design and construction of the structures. 131 132 NOTES 133 1. Require NLR of 25dB for DNL A. 134 2. Require NLR of 30dB for DNL B. 135 3. Require NLR of 35dB for DNL C. 136 4. Require NLR of 40dB for DNL D. 137 5. Require NLR of noise zone and building location and site planning, and design and use of berms 138 and barriers can help mitigate outdoor exposure, particularly from near ground level sources. 139 Measures that reduce outdoor noise should be used whenever practical in preference to measures 140 which only protect interior spaces. 6

Proposed changes to the AEOZ 141 6. Require NLR of noise zone and special sound reinforcement systems are installed. 142 7. Associated residential uses require NLR of noise zone. 143 8. Structures are not permitted and personnel should wear hearing protection devices. 144 9. Facilities shall be low intensity. 145 10. No Passenger terminals and no major aboveground transmission lines in APZ I. 146 11. Excludes chapels. 147 12. Maximum density of 1 dwelling unit per acre. 148 149 22.7 Design standards. 150 (a) All buildings and structures to be constructed or placed within the AEOZ shall be situated on the 151 portion of the lot that affords the least noise impact to the proposed building or structure, wherever and 152 whenever practicable. Buildings and structures shall be designed and oriented to minimize exposure to the 153 noise source and should take maximum advantage of existing physical features to minimize noise impact. 154 Windows, doors and other building openings shall be located the greatest possible distance away from the 155 noise source. 156 (b) The establishment of active recreation areas such as game fields and playgrounds shall be 157 avoided within noise zones B through D. Landscape buffer plantings and related screening material 158 shall be used whenever practicable to deflect noise away from areas intended for human habitation. 159 22.8 Prohibited uses. In addition to uses prohibited by [sub]section 22.6, land use compatibility table, the 160 following activities are prohibited within the CZ, APZ I and APZ II zones of the AEOZ, including, but 161 not limited to:, :storage of explosives, hazardous or toxic materials/waste; aboveground transmission 162 lines; uses that release into the air any substance which would impair visibility or otherwise interfere with 163 the operation of military aircraft (dust, smoke, etc.); uses that produce light emissions, direct or indirect, 164 which would interfere with pilot vision; and uses that attract birds or water fowl, such as, but not limited 165 to, landfills, wastewater treatment facilities, and associated settling ponds, artificial marshes, dredge spoil 166 materials, sand and gravel dredging operations and open fish farming. 167 (a) Storage of explosives; 168 (b) Hazardous or toxic materials/waste; 169 (c) Aboveground transmission lines; 170 (d) Uses that release into the air any substance which would impair visibility or otherwise interfere 171 with the operation of aircraft (dust, smoke, etc.); 172 (e) Uses that produce light emission, direct or indirect, which would interfere with pilot vision; 173 (f) And uses that attract birds or water fowl, such as, but not limited to, landfills, wastewater 174 treatment facilities, and associated settling ponds, artificial marshes, dredge spoil materials, 175 sand and gravel dredging operations and open fish farming. 7

CITY OF DOVER ORDINANCE #2013-02 1 AN ORDINANCE AMENDING THE ZONING ORDINANCE AND ZONING MAP OF THE 2 CITY OF DOVER BY CHANGING THE BOUNDARY OF THE AIRPORT ENVIRONS 3 OVERLAY ZONE IN ACCORDANCE WITH THE 2010 AICUZ STUDY PUBLISHED BY 4 THE DOVER AIR FORCE BASE. 5 6 WHEREAS, the City of Dover adopted the Airport Environs Overlay Zone (AEOZ) in 2001 to 7 protect the public health, safety, and welfare by identifying areas impacted by high levels of 8 aircraft noise, and the potential for aircraft accidents associated with airport operations, by 9 regulating land use and the construction of buildings within such areas; and to preserve and 10 promote the integrity of the mission of Dover Air Force Base (DAFB) as a matter of local, 11 regional and national importance, by regulating development and land use within the specific 12 areas surrounding DAFB, and to protect DAFB from encroachment of incompatible land uses; 13 and 14 15 WHEREAS, the Clear Zone, Accident Potential Zones, and Noise Zones identified as the AEOZ 16 on the Zoning Map and in Appendix B – Zoning, Article 3 - District Regulations, Section 22 17 AEOZ are based upon information provided by the Dover Air Force Base. 18 19 WHEREAS, the Dover Air Force Base completed an Air Installation Compatibility Use Zone 20 study in 2010, which changed the noise contours in the noise zones surrounding the Dover Air 21 Force Base, and provided this updated information to the City of Dover; and 22 23 WHEREAS, the City of Dover Planning Office notified all affected property owners and held a 24 public workshop on November 8, 2012, to answer any questions that property owners might have 25 regarding the changes to the AEOZ; and 26 27 NOW, THEREFORE, BE IT ORDAINED BY THE MAYOR AND COUNCIL OF THE CITY 28 OF DOVER, IN COUNCIL MET: 29 30 1. That from and after the passage and approval of this ordinance the Zoning Map 31 and Zoning Ordinance of the City of Dover is amended by changing the Airport 32 Environs Overlay Zone (AEOZ) in accordance with the map presented to City 33 Council on March 11, 2013 entitled “Airport Environs Overlay Zone (AEOZ) – 34 2013 Amendments.” 35 36 SYNOPSIS 37 The proposed ordinance would incorporate the changes to the Air 38 Installation Compatible Use Zone into the Zoning Map as the Airport 39 Environs Overlay Zone (AEOZ). 40 41 Actions History: January 14, 2013 – Introduced at the Legislative, Finance and Administration 42 Committee 43

A h ite O ak RM-2 Airport Environs Overlay Zone (AEOZ) - 2013 Amendments W O ld Vo n d a R-15 DRAFT way s ip e S tr St A RM-1 at P R-20 Lo ng Po in t Te a eH S uva wy a r ty 1 rn a R-10 a ry tio n o lu ck A co r R ev R-8 H a n c o ROS k in s n R-20 Ho p Tho r me n to n A C ly r ROS R-8 Lon g Acor k b ro o o la s S h ad y N ic h P o in n R-8 ROS t L in d e A cacia Teak L e x in n gt o n Fo x RG-2 RG-1 Lit l e Cr ee k￿ CPO Ma r ta R-8 h a m A RM-1 Pros pe ct Ca l dw n e ll Co rne n to r S Ke R n H i ll w ot a RM-1 n dtr e e e N ou il P ob RG-3 w MHP do La dy B Sha ug p er R-8 C oo Cam eo IO RG-3 Ingram l m es a rc h M ar ga ret H oROS o n Sign al Co M R-8 u n try Litl e Cr eek ￿ C-1 C-1A IO IPM R-8 CPO C-3 C-3 e n C-3 r l eH Ba M aggi e s B lu RM-2 be rt a o rd r Ro d wf w le Ot n g I sl a n C ra e t Fo D IO s￿ MC Lo Ha sl Ki m be rt o n R-8 IPM Ke C-3 H or a rsn C o n nec t o r e y ge s ep a M o nd B lu SC-3 m P lu M e He R un n M C-3 eon IPM g ch R-8 B u ll d o P un C-4 Wi C-3 ck 1 Hw y t y￿ R-8 H o r at on ￿ S t a te R-20 L affer se M o rt po Tra nsp nd IO n sit Tra Bay Ho M rs e po nd C-4 M IPM IPM IPM St arlif er ￿ G a lax y C-4 B ay IPM C-3 n sto i n g Is l e MHP L iv r a l d H o rs e er R-8 E m n s Fo w l e po n d a e Ev stl Bar l S ir Ca R-8 M ay s B ay C-4 Ja n e s R-8 Legend Dover Parcels Dover Boundary R-20 Zoning SWPOZ Tier 2 SWPOZ Tier 1 SWPOZ Excellent Recharge Areas APZ I APZ II DRAFT CZ Proposed Noise Zones US A ContourLine65 Map Created by: Planning Office Hw y1 Date Map Printed: 1-3-13 13 B ContourLine70 File Path: C ContourLine75 0 500 1,000 2,000 3,000 4,000 US D ContourLine80 Feet Hw y1 13

ACTION FORM PROCEEDING: Legislative, Finance & Administration Committee DEPARTMENT OF ORIGIN: Planning & Inspections DATE SUBMITTED: January 3, 2013 PREPARED BY: Ann Marie Townshend, AICP, Director of Planning & Community Development SUBJECT: Revisions to the Vacant Building Ordinance REFERENCE: Chapter 22 – Buildings and Building Regulations, Article XII – Vacant Buildings RELATED PROJECT: N/A REVIEWED BY: Ordinance Reviewed by William Pepper, Deputy City Solicitor EXHIBITS: Draft Ordinance #2013-03 EXPENDITURE REQUIRED: N/A AMOUNT BUDGETED: N/A FUNDING SOURCE (Dept./Page in CIP & Budget): N/A TIME TIMETABLE: First Reading on January 28, 2013; Final Action by City Council on February 11, 2013 RECOMMENDED ACTION: Staff recommends that the proposed ordinance be forwarded to the City Council with a favorable recommendation. BACKGROUND AND ANALYSIS Vacant buildings detract from community appearance, provide locations for nuisance behaviors, and consume City staff time in responding to complaints or checking to ensure that vacant buildings are kept secure. A number of vacant buildings in the City have become locations of arson, due to owners not keeping them properly secured. The problems caused by vacant buildings have been exacerbated by the economic downturn. In 2006, Dover City Council adopted the Vacant Building Ordinance to reduce the community nuisance caused by vacant buildings. In addition to requiring the registration of vacant buildings and requiring that owners of vacant buildings pay a registration fee, the ordinance also tasks the City with inspecting vacant buildings to ensure that they are maintained and secured. The proposed amendments to the Vacant Building Ordinance are primarily housekeeping amendments and will contribute to clarity and ease of administration. In addition to the proposed housekeeping amendments, the proposed ordinance includes increased registration fees for vacant non-residential buildings greater than or equal to 10,000 SF. The current fee schedule fails to provide a disincentive to vacancy, particularly for many of the large commercial box buildings. Currently the Planning and Inspections Department devotes one full-time inspector to monitoring, inspecting, and working with property owners on vacant buildings. So far in Fiscal Year 2013, there has been $27,500 in vacant building fees collected.

CITY OF DOVER ORDINANCE #2013-03 1 BE IT ORDAINED BY THE MAYOR AND COUNCIL OF THE CITY OF DOVER, IN 2 COUNCIL MET: 3 That Chapter 22 – Buildings and Building Regulations, Article XII – Vacant Buildings be 4 amended by deleting the text shown in red bold strikethrough and inserting the text in blue bold 5 italics as follows: 6 ARTICLE XII. - VACANT BUILDINGS 7 Sec. 22-400. - Purpose; applicability; definitions. 8 (a) Purpose. The purpose and intent of this article is to establish a registration and 9 identification program of vacant buildings within the city. Vacant buildings are 10 detrimental to the surrounding buildings and neighborhoods in which they exist. The 11 article is also to ensure the public health, safety and welfare insofar as they are affected 12 by vacant buildings within the city. The health, safety and welfare of the neighborhoods 13 in which vacant buildings are located are of the utmost importance to the city, as is the 14 general community character in which these vacant buildings are located. 15 (b) Applicability. The provisions of this article shall apply to all matters affecting or relating 16 to vacant buildings. Where, in this article, different sections of this Code may specify 17 different requirements, the most restrictive shall govern. 18 (c) Definitions. The following words, terms and phrases, when used in this article, shall have 19 the meanings ascribe to them in this subsection, except where the context clearly 20 indicates a different meaning. 21 (1) Vacant building means a building, structure, residential structure or a dwelling unit 22 or commercial unit within a building that has been left unoccupied or unattended for 23 three months or more. 24 (2) Actively for sale or lease means the building is being actively marketed through a 25 licensed real estate broker or the owner who is regularly advertising the property in 26 newspapers circulated in and around Dover, it is being offered for sale or lease at a 27 cost of no more than 25 percent over market rate as determined by the city assessor, 28 and the building is in reasonable condition for sale or lease, including but not limited 29 to: no trash has collected inside or outside of the building, the utilities are functional, 30 and it is not being used as storage that is unrelated to the former use. 31 Sec. 22-401. - Monitoring, inspection and condition standards. 32 (a) The building inspector shall inspect any premises in the city for the purpose of enforcing 33 and assuring compliance with the provisions of this article. Upon request of the building

34 inspector, an owner shall provide access to all interior portions of a vacant building in 35 order to permit a complete inspection. 36 Once a building/structure/unit or residence (hereon after referred to as building) is 37 registered as a vacant building, the vacant building shall be inspected annually for as long 38 as it is considered vacant. 39 (b) The vacant building shall be secured; however the windows and other entrances shall 40 not be boarded or made opaque. the exterior building and premises shall be 41 maintained in accordance with all City of Dover Code requirements. 42 (c) The vacant building shall be in reasonable condition (all utilities shall be functional, there 43 shall be no trash or debris inside or outside the building and it shall not to be used as 44 storage that is unrelated to the former use). 45 Sec. 22-402. - Agent—Responsible person required. 46 (a) Property manager. Any owner of a vacant building, residing outside of the county, shall 47 be required to have a licensed property manager residing or having an office located in 48 the county, or a family member or other designated individual who does not manage any 49 other real estate for a fee and who resides in the county acting as a property manager. The 50 property manager, including family members and designated individuals, shall have 51 charge, care and control of the vacant building, and shall provide access to the vacant 52 building for inspection upon request by the building inspector, within 90 30 days. 53 (b) Corporate or partnership owners. Any corporation or partnership owning a vacant 54 building shall have a designated member, partner, or employee having charge, care and 55 control of the vacant building. The designated member, partner or employee shall reside 56 in or have an office located in the county, or shall be required to have a licensed property 57 manager residing or having an office located in the county, or other designated individual 58 who does not manage any other real estate for a fee, and who resides in the county, acting 59 as a property manager. The property manager, or other designated individuals shall have 60 charge, care and control of the vacant building, and shall provide access to the vacant 61 building for inspection, upon request by the building inspector, within 90 30 days. 62 Sec. 22-403. - Registration and registration fee. 63 (a) Registration of building. There are two ways to register the building as vacant. 64 (1) The owner shall register with the city not later than 30 days after any building in the 65 city becomes vacant, as defined. 66 The registration of the vacant building shall include the site address, the name of the 67 current owner or owners, current address of the owner and of all applicable owners, 68 tax parcel number, proof of insurance on the building, description of the condition of 69 the building, plans for the building (to eliminate the vacancy), the responsible person

70 or agent and their contact information and any other applicable information. If any 71 information changes the owner is responsible for informing the city of those changes 72 in a timely manner. 73 (2) The building inspector or his designee, shall investigate any property that may be 74 subject to registration. Based upon his findings, the building inspector may register 75 the property as a vacant building subject to this chapter. 76 a. Notice of registration. Within five business days of such registration, the 77 licensing and permitting office shall notify the owners of the registered 78 property by certified mail at their last known address according to the records 79 of the city and Kent County. 80 b. Registration fee. 81 (i) The annual registration fee shall be paid at the time of registration. If 82 the building inspector registers the building as vacant the fee shall be 83 due not later than 30 days after the building is registered as vacant. 84 The annual registration fee will then be due by the 31st of March on 85 the registration anniversary date every year after that as long as it 86 remains vacant. The starting point for counting a building as being 87 vacant will begin on the date of the enactment of this article [June 26, 88 2006]. 89 (ii) The registration fee will be prorated for a building when it is first 90 registered as vacant from the date it is registered until the March 91 31 annual fee is due. 92 (iii) The annual fee is as provided for in Appendix F—Fees and Fines. 93 Sec. 22-404. - Violation and penalties. 94 (a) If the registration fee is not paid within 30 days of being due, the owner shall be in 95 violation of this article. 96 (1) A lien can be assessed against the property. Such fees shall be entered in the 97 municipal lien docket as a lien owing the city, and the same may be turned over to the 98 city solicitor for collection. 99 (2) The fee will be assessed to the parcel's tax bill. 100 (3) The fee shall be paid in full prior to the transfer of title. 101 (4) The fee shall be paid in full prior to the issuance of any building permits for the 102 subject building and for any other building that is owned by the owner within the city. 103 a. If the building is taken off of the list during the year the owner is entitled to 104 receive a prorated portion of that year's registration fee. 105 Sec. 22-405. - Exemptions—Types of buildings eligible for exemption status from the 106 registration fee.

107 (a) The following are exempt from the registration: The building has fire damage. The owner 108 has 90 days to file for a permit to start construction or demolition or it will be determined 109 a vacant property. 110 (b) The following properties shall be registered as vacant, but they are exempt from the 111 registration fee: 112 (1) The building is actively being offered for sale or lease by a licensed real estate 113 agent or broker for a maximum period of three years. After such time this article 114 will be in effect with fourth year fee due. Proof of activity shall fall on the owner 115 to provide. See definition. 116 (2) The owner has obtained a building permit and is progressing in an expedient 117 manner to prepare the premises for occupancy. 118 (3) The property is in probate or where the owner has entered a long term care facility 119 within six months of the building being vacant. 120 (4) The property is undergoing currently environmental cleanup or assessment. 121 122 (c) Failure to register. If the property is registered by City of Dover staff after the property 123 owner has been notified that the building(s) is vacant per definition then the property 124 owner/agent will not be entitled to exemption from fees. 125 Sec. 22-406. - Appeals. 126 (a) An Any appeal of the building inspector's decision must be made in writing within 30 127 days of the decision. The appeal would be heard by the property maintenance code board 128 of appeals. 129 (b) An appeal of the 25 percent over market rate (from the actively for sale or lease 130 definition) can be considered through an appraisal using accepted appraisal standards to 131 determine market rate. The owner has the option of asking the city tax assessor to 132 perform the appraisal or having one performed (using accepted appraisal standards) at 133 their own expense. 134 BE IT FURTHER ORDAINED: 135 That Appendix F – Fees and Fines, Chapter 22 – Buildings and Building Regulations, Article XII 136 – Vacant Buildings, be amended Chapter 22—Buildings and Building Regulations, Article XII—Vacant Buildings Fines not paid within 14 days of the day the fine was issued, including the day the fine was issued, shall be automatically doubled in amount. Sec. Registration and Registration Fees 22-403 Subsec. (a)(2)b.(iii) Registration fee Residential buildings and non- Buildings vacant one year or less; ..... $250.00 residential buildings <10,000 SF

Residential buildings and non- Buildings vacant for more than one year $500.00 residential buildings <10,000 SF but less than two years ..... Residential buildings and non- >Buildings vacant for more than two years $1,000.00 residential buildings <10,000 SF but less than five years; ..... Residential buildings and non- Buildings vacant for five years or longer $2,000.00 residential buildings <10,000 SF ..... Non-residential buildings ≥ 10,000 Buildings vacant one year or less; ..... $500.00 SF Non-residential buildings ≥ 10,000 Buildings vacant for more than one year $1,000.00 SF but less than two years ..... Non-residential buildings ≥ 10,000 >Buildings vacant for more than two $2,000.00 SF years but less than five years; ..... Non-residential buildings ≥ 10,000 Buildings vacant for five years or longer $4,000.00 SF ..... 137 138 SYNOPSIS 139 The proposed ordinance is primarily housekeeping and 140 would improve the administration of the Vacant Building 141 Ordinance. In addition, it would set separate, increased fees 142 for vacant commercial properties greater than or equal to 143 10,000 square feet in floor area.

ACTION FORM PROCEEDING: Legislative, Finance and Administration Committee DEPARTMENT OF ORIGIN: Planning & Inspections DATE SUBMITTED: 1/3/13 PREPARED BY: Ann Marie Townshend, AICP, Director of Planning and Inspection SUBJECT: Amendment to Chapter 22 – Buildings and Building Regulations, Article X – Rental Dwellings to create a Crime Free Housing program REFERENCE: N/A RELATED PROJECT: N/A REVIEWED BY: Ordinance Reviewed by William Pepper, Deputy City Solicitor EXHIBITS: Draft Ordinance #2013-04 EXPENDITURE REQUIRED: N/A AMOUNT BUDGETED: N/A FUNDING SOURCE (Dept./Page in CIP & Budget): TIME TIMETABLE: First Reading on January 28, 2013; Final Action by City Council on February 11, 2013 RECOMMENDED ACTION: Staff recommends that the proposed ordinance be forwarded to the City Council with a favorable recommendation. BACKGROUND AND ANALYSIS The Department of Planning and Inspections has been working cooperatively with the Police Department to address problem rental properties. The Community Policing Unit works with apartment complexes to implement a crime free multi-housing program, which includes a seminar for complex managers and a lease addendum. The program has been successful in helping apartment complex managers address criminal/nuisance behavior of tenants and guests. In working with the Police Department, the Department of Planning and Inspections is looking to expand this program to all rental property owners and managers, and require participation in the program as part of the Rental Dwelling code requirements. The proposed ordinance adds the requirement that landlords participate in a crime free housing program that includes participation in a crime free housing seminar offered by the Dover Police Department and including a crime free housing addendum to leases. In addition, the proposed ordinance allows for prorating of rental permit fees for permits purchased after the beginning of the permit year.

DRAFT Page 1 of 5 CITY OF DOVER ORDINANCE #2013-04 1 BE IT ORDAINED BY THE MAYOR AND COUNCIL OF THE CITY OF DOVER, IN 2 COUNCIL MET: 3 4 That Chapter 22 – Buildings and Building Regulations, Article X – Rental Dwellings be 5 amended by deleting the text indicated in bold, red strikethrough and inserting the text indicated 6 in bold, blue italics as follows: 7 Division I. Generally 8 Sec. 22-331. - Purpose; applicability; definitions; compliance. 9 (a) Purpose. The purpose and intent of this article is to ensure public health, safety 10 and welfare insofar as they are affected by the continued occupancy and 11 maintenance of dwellings operated for lease to the public. The health, safety and 12 welfare of the occupants of the dwellings are of the utmost importance to the city, 13 as is the general community character in which these dwelling units are located. 14 (b) Applicability. The provisions of this article shall apply to all matters affecting or 15 relating to rental dwellings. Where, in this article, different sections of this Code 16 may specify different requirements, the most restrictive shall govern. 17 (c) Definitions. The following words, terms and phrases, when used in this article, 18 shall have the meanings ascribed to them in this subsection, except where the 19 context clearly indicates a different meaning: 20 Dwelling unit means a single unit providing complete independent living 21 facilities for one or more persons, including permanent provisions for 22 living, sleeping, eating, cooking and sanitation. 23 Multiple-family dwellings means dwelling units operated as a group, and 24 located in the same building. This shall include departments, 25 roominghouses, condominium dwelling units, and accessory apartments 26 located within structures principally used for owner occupancy. 27 Rental dwelling means a dwelling unit that is leased for occupancy to a 28 person or persons in exchange for monetary payment or provision of 29 goods or services to the owner of the dwelling unit. 30 Single-family dwellings means dwelling units operated singly, and 31 separated from other units. In general, this definition shall apply to single-

DRAFT Page 2 of 5 32 family detached dwellings, including mobile homes, and attached units, 33 including duplexes, and townhouses. 34 (d) Compliance required. No person shall operate, occupy or let to another for 35 occupancy any dwelling which is not in compliance with the International 36 Property Maintenance Code adopted in section 22-221 and all other applicable 37 codes. 38 39 Sec. 22-332. - Inspection required. 40 (a) The code enforcement office, in accordance with the procedures set forth in the 41 International Property Maintenance Code adopted in section 22-221, shall inspect 42 rental dwellings for compliance with the property maintenance code and all other 43 applicable codes to ensure compliance. 44 (b) Following an inspection, the code enforcement office shall issue a letter and/or 45 report of any code violations and provide a timeline for compliance. There shall 46 be no fee for the first followup inspection. Each subsequent reinspection shall be 47 subject to a fee as provided for in Appendix F—Fees and Fines. 48 Sec. 22-333. - Agent required. 49 (a) Property manager. Any owner of a rental dwelling, residing outside of the 50 county, shall be required to have a licensed property manager residing or having 51 an office located in the county, or a family member or other designated individual 52 who does not manage any other rental real estate for a fee and who resides in the 53 county acting as a property manager. The property manager, including family 54 members and designated individuals, shall have charge, care and control of the 55 rental dwelling, and shall provide access to the rental dwelling for inspection, 56 upon request by the building inspector or city planner, within a reasonable time. 57 (b) Corporate or partnership owners. Any corporation or partnership owning a rental 58 dwelling shall have a designated member, partner, or employee having charge, 59 care, and control of the rental dwelling. The designated member, partner or 60 employee shall reside in or have an office located in the county, or shall be 61 required to have a licensed property manager residing or having an office located 62 in the county, or a family member or other designated individual who does not 63 manage any other rental real estate for a fee, and who resides in the county, acting 64 as a property manager. The property manager, family members or other 65 designated individuals shall have charge, care and control of the rental dwelling, 66 and shall provide access to the rental dwelling for inspection, upon request by the 67 building inspector or city planner, within a reasonable time. 68

DRAFT Page 3 of 5 69 Secs. 22-334—22-350. - Reserved. 70 Division 2. Permit 71 Sec. 22-351. - Generally. 72 (a) Single-family dwellings. It shall be unlawful for any person to operate any single- 73 family rental dwelling without obtaining a permit from the licensing division of 74 the department of planning and inspections in order to determine compliance with 75 the appropriate provisions of this article. The permit shall expire annually on 76 January 31. The fee for the annual permit shall be as provided for in Appendix 77 F—Fees and Fines. The permit fee for rental dwelling permits issued after 78 January 31st will be prorated from the date the permit is issued until the next 79 January 31st. 80 (b) Multiple-family dwellings. It shall be unlawful for any person to operate any 81 multiple dwelling without first obtaining an annual permit therefor from the 82 licensing division of the department of planning and inspections in order to 83 determine compliance with the appropriate provisions of this article. The permit 84 shall expire annually on January 31, and the fee for the annual permit shall be as 85 provided for in Appendix F—Fees and Fines. The permit fee for rental dwelling 86 permits issued after January 31st will be prorated from the date the permit is 87 issued until the next January 31st. 88 (c) Late payment penalty. In the event that the permit fee set forth herein is not paid 89 on the date due, then the permittee shall incur a penalty fee as provided for in 90 Appendix F—Fees and Fines until the same is paid. 91 (d) Reinstatement fee. An owner whose permit has been suspended in accordance 92 with section 22-352 shall pay a reinstatement fee as provided for in Appendix F— 93 Fees and Fines. 94 (e) Lien. In the event that the property owner fails to pay said fees within 30 days 95 from the date a notice thereof is mailed to the owner, then such fees shall be 96 entered in the municipal lien docket as a lien owing the city; and the same may be 97 turned over to the city solicitor for collection. 98 (f) Utilities. The owner or occupant of any rental unit shall not be entitled to receive 99 city utilities until the permit fee required in this section is paid in full and city 100 personnel shall refuse to provide sewage, water and electricity to the property 101 until satisfactory proof is furnished that such permit fee has been paid. 102 Sec. 22-352. - Suspension. 103 (a) Grounds; duration. The building inspector shall suspend the permit issued or 104 withhold the permit paid for, pursuant to this division, when he determines that 105 any dwelling or the premises surrounding the dwelling fails to meet the 106 requirements of this chapter or any rule or regulation issued pursuant thereto.

DRAFT Page 4 of 5 107 Suspension shall last until the violations have been corrected to the satisfaction of 108 the building inspector, or the suspension shall have been reversed or appealed. 109 (b) Notice of violations. Upon suspending any permit under this section or 110 withholding the permit paid for, the building inspector shall notify the owner of 111 the violations of the applicable code and shall prescribe a period in which the 112 violation shall be corrected. 113 (c) Appeal. Any owner or operator of any dwelling, whose permit to operate the 114 structure is suspended by the building inspector pursuant to the procedures of this 115 section, shall have the right to appeal and notice as provided in section 22-225 116 (d) Effect of appeal. Upon suspension of a permit, or withholding of a permit ordered 117 by the building inspector and upon the permittee serving the city clerk with a 118 notice of appeal pursuant to section 22-225, the permit suspension shall be stayed 119 and an existing permit shall remain in force until the appeal is decided. 120 Secs. 22-353—22-380 370. - Reserved. 121 Division 3. Crime free housing 122 Sec. 22-371. – Crime free housing seminar required. 123 All persons applying for a rental dwelling permit, and all persons administering, managing 124 or controlling the operation of any rental dwelling unit must attend a crime free housing 125 seminar, administered by the Dover police department, within 12 months of issuance of the 126 permit. Each rental permit holder and each rental property manager must attend a seminar 127 every three years. Documentation shall be submitted to the department of planning and 128 inspections and kept on file within the department. 129 Sec. 22-372. – Crime free housing lease addendum. 130 (a) All residential leases shall include a crime free lease addendum, signed by the 131 property owner and tenant, in the following form: 132 In addition to all other terms of the lease, landlord and tenant agree as follows: 133 1. The tenant, any member of the tenant’s household, any guest or any other 134 person associated with the tenant on or near the leased premises: 135 i. Shall not engage in criminal activity, including drug-related criminal 136 activity, on or near the leased premises. “Drug-related criminal 137 activity” means the illegal manufacture, sale, distribution, use, or 138 possession of any illegal or controlled substance defined by Title 16, 139 Chapter 47.

DRAFT Page 5 of 5 140 ii. Shall not engage in any act intended to facilitate criminal activity. 141 iii. Shall not permit the dwelling unit to be used for or to facilitate any 142 criminal activity. 143 2. Any activity prohibited by this agreement shall constitute a substantial 144 violation of the lease, material noncompliance with the lease, and grounds for 145 termination of tenancy and eviction. 146 (b) The department of planning and inspections shall provide a template crime free lease 147 addendum. 148 (c) A copy of the signed crime free lease addendum shall be submitted to the city of Dover 149 prior to establishment of utility services to any residential property. 150 Sec. 22-373. – Suspension of Rental Permit. 151 (a) Failure of the property owner to initiate and prosecute with effect eviction 152 proceedings following notification by the City of Dover that the terms of the crime 153 free housing lease addendum have been violated, or failure of the property owner 154 and/or property manager to attend the required crime free housing seminar may be 155 grounds for suspension of the rental permit in accordance with Section 22-352. 156 157 SYNOPSIS 158 The proposed ordinance adds the requirement that landlords 159 participate in a crime free housing program that includes 160 participation in a crime free housing seminar offered by the 161 Dover Police Department and including a crime free housing 162 addendum to leases. In addition, the proposed ordinance 163 allows for prorating of rental permit fees for permits 164 purchased after the beginning of the permit year.

MEMORANDUM City of Dover P.O. Box 475 Dover, Delaware 19903 Phone: 302.736.7010 Fax: 302.736.4217 Date: January 9, 2013 To: Legislative, Finance and Administration Committee From: Ann Marie Townshend, AICP, Director of Planning & Community Development RE: Role and Scope of Historic District Zone and Historic District Commission In recent months, there have been a number of discussions about the role of Dover’s Historic District, and in particular, the Historic District Commission. Some in the community have faulted the Historic District Commission with adding roadblocks to projects that would support downtown redevelopment , or with creating impediments to economic development and growth. Others see the Historic District Commission as important caretakers of our City’s rich history. Many of the discussions about the Historic District Commission’s role have taken place in informal venues among property owners, business owners, elected officials, and other stakeholders in our community. These discussions have not, in recent years, taken place as a public deliberation, bringing together stakeholders on all sides of the issue to develop a common ground solution that will support economic growth while preserving the City’s historic character. Given the various concerns that have been shared by a number of stakeholders, I recommend that the Planning Office to hold a public workshop (more than one if necessary) by the end of February 2013 to discuss the role and scope of the Historic District and the Historic District Commission. The Planning Office should report back to the Legislative, Finance and Administration Committee in March 2013 with clear recommendations on whether and how the role and scope of the Historic District and/or the Historic District Commission should be modified.