Minutes

CITY OF DOVER PLANNING COMMISSION April 16, 2012 The Regular Meeting of the City of Dover Planning Commission was held on Monday April 16, 2012 at 7:00 PM with Vice-Chairman Colonel Welsh presiding. Members present were Mr. Baldwin, Mr. Shomo, Mr. Tolbert, Mr. Ambruso, Mr. Nichols, Mr. Friedman, Mr. Holt and Colonel Welsh. (Note: Mr. Michael Hemmig resigned his position as Chairman/Planning Commission member after the March 2012 Planning Commission meeting.) Staff members present were Mrs. Melson-Williams, Mrs. Townshend, Mrs. Duca, Ms. Cornwell and Ms. Metsch. Also present was Mr. Doug Liberman, Mr. Mark Dunkle, Mr. Gregg Moore, and Mr. Michael Del Casale. Also speaking from the public was Mr. James Brockton, Mr. Allen Angel, Mrs. Dell Burk, Mr. Eric Koszalinski, Mr. Doug Drummond, Mr. Willie Jones, Mr. Nathan Hanson, and Mr. Henry King. Colonel Welsh noted that application S-12-07 McDonald’s located at 1025 S. DuPont Highway has been removed from the agenda due to provisions of the City of Dover Code Ordinances and will be re-scheduled for a future Planning Commission meeting. APPROVAL OF AGENDA Mr. Shomo moved to approve the revised agenda as submitted, seconded by Mr. Tolbert and the motion was unanimously carried 8-0. APPROVAL OF THE PLANNING COMMISSION MEETING MINUTES OF MARCH 19, 2012 Mr. Tolbert moved to approve the regular Planning Commission meeting minutes of March 19, 2012, seconded by Mr. Nichols and the motion was unanimously carried 8-0. COMMUNICATIONS & REPORTS Mrs. Townshend further stated that the next regular Planning Commission meeting is scheduled for Monday, May 21, 2012 at 7:00 PM in the City Council Chambers. The next Planning Commission Quarterly Workshop is scheduled for Tuesday, May 22, 2012 at 4:00 PM in the City Hall Conference Room. Mrs. Townshend provided an update on the regular City Council and Legislative, Finance and Administration Committee meetings of April 9, 2012. Mrs. Townshend stated that on April 9, 2012 City Council appointed Kathleen Still as the new Planning Commission member. Mrs. Still was in the audience observing how the meeting would be structured this evening and will be fully participating at the May Planning Commission meeting. OPENING REMARKS CONCERNING DEVELOPMENT APPLICATIONS Mrs. Townshend presented the audience information on policies and procedures for the meeting.

CITY OF DOVER PLANNING COMMISSION APRIL 16, 2012 OLD BUSINESS S-10-10 Mitten Industrial Park at Lafferty Lane - Request for a second one year extension of the Planning Commission approval granted May 17, 2010 for a Site Development Master Plan application to develop an Industrial Park consisting of nine buildings, each 9,600 S.F. for a total of 86,400 S.F. of building area, the associated site improvements and a 4.591 acre Processing Area. The subject property consists of two parcels of land for a total of 40.0897 acres +/- of land zoned IPM (Industrial Park Manufacturing Zone) and also subject to the AEOZ (Airport Environs Overlay Zone). The property is located on the southeast side of Lafferty Lane east of Bay Road. The owner of record is Matthew Mitten. Property Address: 141 Lafferty Lane. Tax Parcels: ED-05-077.00-01- 26.00-000 and ED-05-077.00-01-27.00-000. Council District 2. A one year extension was granted on April 18, 2011 by the Planning Commission thus requiring the plan to be finalized and Phase 1 construction commenced by May 31, 2012. Representatives: None Ms. Cornwell stated that this is a second one year request. The Planning Commission originally granted approval in May 2010 for a Site Development Master Plan for an Industrial Park consisting of nine (9) buildings, roughly 86,000 square feet of building and site improvements. They are still working on the final plan approval and other agency approvals so they are again asking for an additional one year extension. There were no comments or questions from any Planning Commission Members at this time. Mr. Nichols moved to approve a second one year extension of S-10-10 Mitten Industrial Park located on Lafferty Lane, seconded by Mr. Ambruso and the motion was unanimously carried 8-0. C-11-02 4-H After School Program at Capitol Green Community Center – Request for a one year extension of the Planning Commission approval granted April 18, 2011 for a Conditional Use Plan to permit use of an after school program (Day Care Center) for grades K-6 within the existing community center at 416 Sussex Avenue. The property is zoned RG-1 (General Residence Zone). The property is located on the south side of Sussex Avenue east of River Road. The owner of record is Capitol Green Apartments, LLC. Property Address: 416 Sussex Avenue. Tax Parcel: ED05-077.10-02-08.00-000. Council District 4. Representatives: None Ms. Cornwell stated that this is an application that the Planning Commission originally reviewed in April of 2011 for an after school daycare program in the Capitol Green Community Center located on 416 Sussex Avenue. They are working on financing and final plan approval so they are asking you to grant a one year extension. There were no comments or questions from any Planning Commission members at this time. Mr. Tolbert moved to approve a one year extension for C-11-02: 4-H After School Program located at Capitol Green Community Center, seconded by Mr. Shomo and the motion was unanimously carried 8-0. 2

CITY OF DOVER PLANNING COMMISSION APRIL 16, 2012 NEW BUSINESS Mrs. Townshend stated that she would read into the record a Resolution honoring Mr. Michael Hemmig for his service as a Planning Commission member. After reading the Resolution into record, she would ask for a motion to approve the Resolution which will then be mailed to Mr. Hemmig. Whereas, Michael Hemmig became a member of the City of Dover Planning Commission on September 13, 1999 and has served with diligence and distinction in this capacity as an advocate for sound land use planning in the public interest; and, Whereas, Michael Hemmig has played a key role in ensuring fundamental fairness and careful forethought in the planning and development of the Capital City through his service on the Planning Commission; and, Whereas, Michael Hemmig has provided leadership on the Planning Commission through his role as Chairman of the Commission from July 19, 2010 to March 19, 2012 and his service on the Architectural Review Oversight Subcommittee; and, Whereas, Michael Hemmig has influenced the pattern and appearance of development in Dover through his contributions to the City’s Comprehensive Plan known as The Dover Plan in the 2003 Comprehensive Plan Update, the 2008 Comprehensive Plan; his participation in the development of numerous amendments to the City of Dover Zoning Ordinance including the AEOZ, TND, SWPOZ, and ROS zones; and his advocacy for the implementation of sidewalks; and, Whereas, Michael Hemmig completed his term of service on the City of Dover Planning Commission on March 19, 2012. Now Therefore Be It Resolved That, the City of Dover Planning Commission does hereby express its sincere appreciation to Michael Hemmig for his faithful and exemplary service to the Citizens of the City of Dover as an active member of the City of Dover Planning Commission, and extends its very best wishes to Michael Hemmig for a bright and prosperous future. Mr. Holt moved to approve the Resolution for Michael Hemmig, seconded by Mr. Tolbert and the motion was unanimously carried 8-0. NEW BUSINESS ELECTION OF CHAIRMAN Mr. Friedman questioned if the election to be held is for the remaining amount of time for the current term of Mr. Hemmig? Responding to Mr. Friedman, Mrs. Townshend stated yes that is correct until you have your Annual Meeting in July. Mr. Friedman nominated Colonel Welsh to serve the balance of the current term to July 2012. Mr. Friedman moved to close the nominations, seconded by Mr. Tolbert and the motion was unanimously carried 8-0. 3

CITY OF DOVER PLANNING COMMISSION APRIL 16, 2012 ELECTION OF VICE CHAIRMAN Mrs. Townshend stated that nominations would now need to be made for Vice Chairman as Colonel Welsh was serving as Vice Chairman. This vote was conducted by secret ballot. Mr. Ambruso moved to nominate Mr. Fred Tolbert as Vice Chairman. Mr. Tolbert moved to nominate Mr. Francis Nichols as Vice Chairman. Upon tallying the votes, Mrs. Melson-Williams stated that the results of the vote are that Mr. Tolbert will now serve as Vice Chairman. NEW DEVELOPMENT APPLICATIONS S-12-06 West North Street Mini Storage at 1351 West North Street – Public Hearing and Review of a Site Development Plan to allow for the construction of two mini-storage buildings for a total of 108,940 SF with boat and RV storage parking and associated site improvements. The parcel is zoned IPM (Industrial Park Manufacturing Zone). The property is located on the north side of West North Street east of Mifflin Road. The owner of the property is RES-Data, LLC and SSS-Data, LLC. Address: 1351 West North Street. Tax Parcel: ED05-076.14-01-07.00-000. Council District 1. Waivers Requested: Partial Elimination of Curbing, Partial Elimination of Opaque Barrier. Previous plans for development of a storage facility on this parcel (S-06-03 and S-11-01) have expired or were not acted upon. Representative – Mr. Doug Liberman, Larson Engineering. Mrs. Melson-Williams stated that the current site has a vacant concrete pad from what are the remains of previous warehouse building on the lot itself. The proposal is for redevelopment of the property as a mini storage warehouse consisting of two (2) buildings with a small office addition on one of the buildings. The buildings present what is the short end to North Street and then extends deeper into the property. Mrs. Melson-Williams further stated that previously, there were several applications for redevelopment of this property back in 2006 for a mini-storage, then an office building proposal in 2008, and then another mini-storage facility in 2011. All of those applications either expired or did not fully complete the review process; therefore, this application is starting new this evening. Mrs. Melson-Williams further stated that the proposal is for mini storage for a total of 519 units. The buildings are two (2) stories so some of the units are only accessible from interior hallways of each building. The project also proposes a series of RV and boat parking spaces specifically designated on the site. The project was reviewed through the PLUS review process in February 2012 as it qualified to do so under the City’s MOU related to the PLUS process. Mrs. Melson-Williams stated that revisions to the architecture have been submitted and it was presented on the large screen during the meeting with the engineer for the project providing more information later. These are metal buildings and the façade that faces North Street is using some other façade materials such as dryvit and other detailing with revisions to those faces of the buildings. 4

CITY OF DOVER PLANNING COMMISSION APRIL 16, 2012 Mrs. Melson-Williams further stated that parking is required and is based on the number of units on site as well as the office space. The project is required to have twenty-four (24) parking spaces in which they meet that requirement. In addition, they have twenty-eight (28) designated spaces for RV and boat parking. Mrs. Melson-Williams further stated that the facility has a fence that is a gated access in order to get to the RV and boat parking as well as access into the unit area of the building. Access from the public street of North Street is an existing entrance. They will be making some improvements to the sidewalks with bringing a sidewalk into the site and with ADA provisions along the frontage sidewalk. Mr. Melson-Williams further stated that the project includes landscaping and as part of that, there are requirements for an opaque barrier which is a barrier between a non-residential use and a residential use. This project has residential uses on the west, north and part of the northeast corner of the property. The applicant is seeking a waiver request regarding the fence component of the opaque barrier citing the existing woodland area and tree planting that exists along the northern property line on the site. In addition to the opaque barrier planting requirements, there are other tree plantings that are scattered throughout the property along the entrance and then to the rear of the parking area. They are doing some stormwater management improvements and are seeking a waiver of the curbing requirement for parking areas and drive aisles. There are certain areas that exist that do not have curbing and new areas of drive aisle along the east side that they are seeking relief from that curbing requirement. Mrs. Melson-Williams further stated that the Planning Office has reviewed the application and has a number of plan changes that have been identified for Code compliance reasons. As part of the Planning Office review, the Planning Staff has provided recommendations with regards to the two (2) waivers requested by the applicant. First, Staff recommends approval of the request for waiver for curbing noting that the associated stormwater management practices that this would assist in. Second, the Planning Staff recommends approval of the elimination of the fence requirement for the opaque barrier citing the existing features of the site in terms of vegetation and the fact that the site will be fenced more internally to the project itself. Staff recommendations also noted concern with the architecture specifically on the North Street face of the building and what the applicant is presenting to you this evening goes a long way towards satisfying some of those concerns that Staff had. Mrs. Melson-Williams further stated that comments were also provided from the other regulatory agencies which include the City's Electric Department and Water, Wastewater and Stormwater review by the Public Works Department which notes the references to the requirements found in the City’s Water/Wastewater Handbook. Outside agencies providing comments include the Department of Transportation regarding the entrance to the site and the Kent Conservation District as this will require a detailed sediment and stormwater management plan. The Dover Kent County MPO also provided comments with regards to sidewalks and transit access to the site. The City’s Fire Marshal’s Office has provided comments related to fire protection needs for the property. Mr. Liberman stated that the site is already served by water and sewer that was previously located on the site. We are looking to re-develop the site to add a mini storage building on the existing slab that is already there and rebuild an office in the same location that it was previously. There will be improvements made to the landscaping throughout the site along with stormwater management improvements that they will make to process water quality and water quantity because they are in the 5

CITY OF DOVER PLANNING COMMISSION APRIL 16, 2012 Puncheon Run drainage area and will be decreasing the amount of run-off from the site. Improving the water quality will tie in with the curbing waiver where stormwater running off into green technology best management practices which is preferred by the Kent Conservation District at this point. Mr. Liberman further stated that they have a small bio-retention area located in the southeast corner of the property that will go a long way in adding water quality and reducing water quantity to the site. They are adding a connector sidewalk from North Street into the office building and it will handle the pedestrian connection as required by code for the waiver of the opaque barrier requirement that they are requesting there is a significant tree screen along the areas that they are looking to add to along with a berm along the western property line. This makes the fence useless because if you put the fence where it is supposed to be you can stand on top of the berm and jump over the fence. Mr. Liberman further stated that one of the things that they have done is the original building elevation that was shown in the packet was very similar to what was approved with this project back in 2006. He feels that the bar has been raised significantly by the Capital School District’s project next door. What we did was go back to the architect to address the front facing elevation of the building. Revised renderings (handouts) were passed out at this time. The façade was originally proposed as dryvit so we are looking to add the dryvit onto the building to keep that and vary the color with the banding across the top, a larger bulked up cornice at the top of the building, and creating some windows. The architect created them black so that you cannot see into them. It is up to this Commission if you want them to remain black or white with a black grid for the windows. We have also added porches over the pedestrian doors that are emergency access doors into the building which also provides additional relief. We have an orange color highlighting the windows and watertable line across the base of the building. Mr. Holt questioned with regards to tree plantings that crepe myrtles are an attractive tree and you have a lot of white pines, can you mix it up more? Responding to Mr. Holt, Mr. Liberman stated that the thought was to create the dense buffer around the back portion of the site. They would be able to add some of the crepe myrtles towards the front of the site as it is more of a decorative tree and would be better off towards the front. Mr. Nichols questioned with regards to the retention pond, it is quite small and when it overflows into the Scott Paper ditch, is that full? Responding to Mr. Nichols, Mr. Liberman stated that they are decreasing the amount of runoff from the site and have over managed the ten year storm down to a two (2) year level which we are achieving with the bio-retention area. Mr. Nichols further questioned when this came before the Planning Commission before, the buildings were air conditioned, will they be air conditioned this time? Responding to Mr. Nichols, Mr. Liberman stated that there will be some climate control for portions of the building; however, not the entire building. Colonel Welsh opened a public hearing and after seeing no one wishing to speak closed the public hearing. Mr. Tolbert moved to approve S-12-06 West North Street Mini Storage located at 1351 West North Street to include recommendations of approval for waivers for the partial elimination of curbing, partial elimination of the opaque barrier, and with Staff’s recommendation of approval for the 6

CITY OF DOVER PLANNING COMMISSION APRIL 16, 2012 architectural drawing that was submitted this evening, seconded by Mr. Nichols and the motion was unanimously carried 8-0. S-12-03 Garrison Energy Center at Garrison Oak Technical Park – Public Hearing and Review of a Site Development Master Plan to allow for the construction of combined cycle electric generating facility (natural gas as primary fuel) in two (2) phases located on Lot 7 in the Garrison Oak Technical Park. The subject parcel is zoned IPM-2 (Industrial Park Manufacturing Zone – Technology Center) and subject to the SWPOZ (Source Water Protection Overlay Zone). The property is located on the north side of White Oak Road east of State Route 1. The owner of the property is the City of Dover. The lessee is Garrison Energy Center, LLC (Calpine Corporation). Address: 1499 White Oak Road. Tax Parcel: Part of LC-05-068.00-01-03.00-000. Council District 3. Waivers Requested: Elimination of Curbing; Partial Elimination of Sidewalk (Internal Connections); Alternative for Opaque Barrier; and Consideration of Tree Mitigation Plan. Consideration of this application was deferred from the March 19, 2012 Planning Commission Meeting and rescheduled for this meeting. Representatives – Mr. Mark Dunkle, Parkowski, Guerke and Swayze; Mr. Gregg Moore, Becker Morgan Group, Inc.; Mike Del Casale, Calpine. Mrs. Melson-Williams stated that some background regarding this facility, the Garrison Oak Technical Park was a Subdivision Plan that has been through both Conceptual and Preliminary Subdivision Plan review before the Planning Commission. The Preliminary Subdivision Plan was considered in September of 2010. At this point, the Subdivision Plan is in the administrative review process where the plans are in their final stages of being revised in order for a Record Plan to be recorded. As of today, they are in the signature signing stage of the Record Plan document. With the Garrison Oak Technical Park, there is one lot, Lot #15 which was previously subdivided and then developed as the Dover Sun Park and is the adjoining property to the west of the subject site that you are considering this evening. Lot #7 consists of just over eighty-six (86) acres of land and the Garrison Energy Center is in the process of leasing from the City approximately thirty-seven (37) acres of that lot for development with the remaining area of Lot #7 as a buffer area as it is primarily wooded for that portion of the site. Mrs. Melson-Williams further stated with regards to the PLUS review which is the Preliminary Land Use Services review, the Garrison Oak Technical Park Subdivision Plan was reviewed by the PLUS process in 2009 and this project, specifically for the Garrison Energy Center on Lot #7, received a waiver of the requirement for the PLUS review. This was documented in a letter from the Office of the State Planning Coordination addressed to the City in February of this year. Mrs. Melson-Williams further stated that the IMP-2 zoning does allow for the use that is proposed. It allows for the production of electric at generating facilities. The project site is also subject for a portion of it to be the Source Water Protection Overlay Zone-Tier 2. With a project in the Source Water Overlay Zone, first there is a test of whether the use can occur in that area and then in a specific location such as Tier 2 there are some additional criteria that have to be met. For example, in Tier 2 if the development falls within 500 feet of the well itself, there are additional limitations as to what can happen there. In the case of this parcel, the Tier 2 area, while impacting the parcel, the well itself is not located within 500 feet of this site and is a much greater distance so there are no additional requirements associated with the Source Water Protection Overlay Zone. The Planning Director confirmed that via a letter in January of this year. 7

CITY OF DOVER PLANNING COMMISSION APRIL 16, 2012 Mrs. Melson-Williams further stated that the project is a Site Development Master Plan which allows a Conceptual Plan to be presented to the Planning Commission that outlines a series of phases for development of the project. Prior to each phase starting construction, the project must move through an Administrative Site Plan process with the Planning Office and other associated agencies that have regulatory approvals. The project is divided into two phases each consisting of a 309 megawatt unit and the needs of the facility associated with that from generators to cooling towers. Mrs. Melson-Williams further stated that with this project, there is only one building with everything else being equipment and that is an administration building that also has some other functions located on it as well related to control rooms and water treatment systems. The facility does have a number of tall elements within it such as exhaust stacks, cooling towers, and tanks which must comply with the maximum height limitations of the IPM-2 zoning district. The tallest element is an exhaust stack that is estimated to be 190 feet. In the IPM-2 zone that height is allowed as long as you are at least that distance from an adjoining property line and it appears that they comply with that requirement. Mrs. Melson-Williams stated that the site itself takes access off of what will be Garrison Oak Drive which is a road within the Garrison Oak Technical Park that will be a City street. Within internally to Lot #7 and the Energy Center itself, there are a series of internal roads both which are paved and a stoned product depending on their location within the facility. There is a small parking area as part of the project. They are required to have a minimum of fifteen (15) spaces located on the site and this is based on the size of the building they are constructing. Mrs. Melson-Williams further stated that the project, because the City has a bicycle parking requirement, will need to supply one bicycle parking space on site. The application has a series of waivers that they are seeking this evening for consideration. The first waiver is related to the partial elimination of sidewalk. They are providing sidewalk along what is the frontage of the property which is Garrison Oak Drive; however, they are seeking relief from the connecting sidewalk from the street into the site. They are citing the types of pedestrian access that would be very limited in the case of this facility. In addition, the second waiver that is being requested is the partial elimination of curbing which is related to drive aisles and the parking area within the site. Mrs. Melson-Williams further stated with regards to the landscaping requirements for the project, the first waiver they are seeking is consideration of an alternative to the opaque barrier requirement that is found in the Code for when a property with a non-residential use is adjacent to a residential use. In this case, the far northwestern portion of Lot #7 adjoins the subdivision of Wild Meadows and they are seeking an alternative to what the Code prescribes as the opaque barrier. Code would prescribe an opaque barrier consisting of either a fence, wall, or berm and then a landscaping component that is at least six (6) feet in height. The waiver is requesting that we consider the existing woodland in this area as meeting that requirement and to eliminate the requirement for fencing. The facility itself at the immediate environs of the facility does have a fence that surrounds it; it is just not where at immediate location next to the residential property. With the landscaping plan, there is a requirement of tree plantings for the non-woodland area of the property. This project would require the planting of 482 trees in addition to the existing woodland that is going to be maintained on the site. They are requesting tree mitigation for a portion of those trees. They are proposing some tree plantings along the eastern property line; however, due to limitations related to equipment safety as well as to avoid shading the adjacent solar-park neighbor, they are seeking the ability to do Tree Mitigation at an off- 8

CITY OF DOVER PLANNING COMMISSION APRIL 16, 2012 site location here within the City of Dover and work with the City in developing that location for tree planting. Mrs. Melson-Williams further stated that the Planning Office reviewed the submission in relation to the Zoning Ordinance and has provided a series of comments related to the plan which will then be updated as part of the subsequent Administrative Site Plan process. We have provided the Staff recommendations with regards to the waiver requests. Staff recommends approval of the elimination of sidewalks serving as the interconnection into the site. We recommend the approval of the waiver request for curbing noting the associated stormwater management advantages to that. Staff recommends accepting the alternative for the opaque barrier finding that the significant woodland area on the site would satisfy that as well as the distance of the facility from the adjacent residential area. Staff on the fourth waiver request regarding the Tree Mitigation Plan is also recommending approval allowing them to plant at an off-site location any of those trees that they cannot accommodate on site due to the limitation of the facility and its adjacent neighbor. Mrs. Melson-Williams further stated that as part of the Development Advisory Committee process, the other agencies have provided a series of comments which are provided with the DAC Report which includes the City Electric Department and Public Works Department which focuses on water and wastewater needs. They specifically, in their comments, reference the requirements of the Water/Wastewater Handbook and note that they are working with the applicant with regards to some hydraulic studies as well as wastewater upload analysis regarding this significant user in both of those cases. The Fire Marshal’s Office for the City of Dover has noted that this is a unique project and they will be working closely with the applicant related to fire protection needs for the site overall. The outside agencies providing comments as part of the process include DelDOT related to transportation needs overall and the Kent Conservation District which will require a detailed sediment and stormwater management plan for this site. They note in their comments that they have met with the applicant to begin discussing those strategies for the project. Mr. Dunkle stated that Mr. Moore will be handing out a hardcopy of the Power Point he will be presenting this evening. This is a request for Conceptual Master Plan approval. The process in this zoning district is very particular allowing for a Conceptual Master Plan to come to the Planning Commission and then for an actual Site Plan for the phase to be built to the Planning Department for Administrative Site Plan review. He looks at this as a Step 1 and then a Step 2 process with this evening being Step 1. He knows that the Planning Commission will receive questions this evening as well as questions prior to this evening which is appropriate for this hearing. He feels that about 90% of those concerns and issues will be addressed when the performance standards of the Code, Section 8 (Zoning Ordinance Article 5, Section 8) are applied to the final Site Plan that is submitted to Staff. The City of Dover has stringent performance standards that regulate air emissions, water quality, sound, effect on their neighboring property, and shading. All of those particular details related to the operation of a project such as this affecting neighbors or the community are addressed at the Site Plan review and laid against those performance standards. We are confident that we will meet all of those performance standards because if we do not, our Site Plan will not be approved. We feel that we have submitted a very detailed Master Plan which lays out everything and meets and exceeds the Code. Step #2 will get into those performance issues. Mr. Dunkle further stated that this property is already zoned IPM-2 which is an Industrial Park Zone that permits a set of legally required uses such as power, electric power generation from natural gas is 9

CITY OF DOVER PLANNING COMMISSION APRIL 16, 2012 a legally first permitted use or a by-right use in this zone. A lot of perceptive questions that you have received from the public relate to zoning type questions. Why is it going in this area and location and what were the considerations? Those questions have already been thoughtfully answered when this property was zoned IPM-2 and allows this type of use. Almost everyone uses electricity every day and someone has got to make it and it has to be made someplace. The City of Dover has determined in its planning process that the Garrison Oak Technical Park is an excellent spot for electric power generation. Mr. Dunkle further stated that this application is not unique and the slide that he was showing on the PowerPoint is not of their site or application; however, the slide presented was a picture of the Eden Hill Farm TND development, a residential mixed-use community and their neighbor, Kraft Foods. The engineers tell him that it is 600 to 800 feet away from that nice residential development. In the City of Dover, there are different zoning categories next to each other and shown in the PowerPoint was an example of an industrial zone and a residential zone showing that it is not unusual. Our facility is four to five times this distance from the nearest residential neighbor as the Kraft Food plant is. The distance makes a difference and the natural vegetation and trees make a difference. We feel that the plan submitted does meet all of the legal requirements of Article 10, Section 2.44 of the City Code for this step in the process. Mr. Dunkle further stated that to construct and bring on-line a 309 megawatt power facility that could power roughly 300,000 residences it takes a while to organize that construction project, to obtain all of the approvals, get everything lined up, and execute it correctly and cost effectively. We are asking for your approval this evening. Mr. Moore stated that he would first like to be clear that they are not the engineers of record on the project as we are not power plant engineers. He was hired by Calpine to make sure that they met the requirements for submission, met the landscape requirements, met setback requirements, and typical local issues that we are dealing with. We aided and advised them on their presentation. Mr. Moore further stated with regards to the waiver requests; Mrs. Melson-Williams provided a summary of the waiver requests and have written them into the packet. Procedurally, for the DAC Report we have no issues with the DAC comments and can implement them into the Step #2 final plans. Becker Morgan Group did the initial layout for the Garrison Oak Park and this lot is perfectly situated for this use. There is a large very mature buffer of trees that surrounds this property to shield it from their neighbors and is almost equal distance inside of the park to keep it as far away from all of the external neighbors as possible. Mr. Moore further stated that they went out and positioned themselves along the roadways in the area to give you a perspective of what it is going to look like standing on the roadway to look back and see this project. What you are seeing in the PowerPoint is from White Oak Road looking north as if you were standing in the middle of the roadway looking along the hedgerow. You can see the mature trees to the right. The field to the left is the Garrison Oak Technical Park and what you see in the background is the facility and the two tallest structures in the picture are the stacks that 188 feet tall and what you see on the far left is a tank. We did this so that you could get a sense of the scale of the structure and a sense of what it would look like. We used digital imaging and used in-house Photo- shopping to make sure that we had the elevations correct and that the images were correct. 10

CITY OF DOVER PLANNING COMMISSION APRIL 16, 2012 Mr. Moore further stated that the next slide shows a shot standing at the bottom with the guardrail to the left as you come down and across Route 1 on White Oak Road. Looking to the left you can see the expanse of the large field that is Garrison Oak Technical Park. The center of what you see is the tree and the farmhouse that is still located there today and is likely to be there for quite some time. Behind the tree what you are seeing is a photographic image of the facility and it is about 3,000 linear feet from this location standing on the property line very close to Route 1 where the right-of-way crosses. Mr. Moore further stated that the next slide on the PowerPoint shows a shot from the Wild Meadows Subdivision which is the closest adjacent neighbors that is about 2,600 linear feet from their property line over to where the facility is at the closest point. The house that is in the picture is the closest house that is the closest to this facility. The reason that they are asking for the waiver is that the mature trees that you see in the back and the left is the group of mature trees that we do not want to disturb to put in an opaque barrier. They want to leave that mature tree cover and the natural area exactly as it is. We believe that putting in a fence or berm causing them to cut down any of those trees breaks down from the barrier and the protection that the Wild Meadows folks do have. There were green dots depicted on the PowerPoint slide that show where the two smokestacks are located and where you would be standing at that location seeing the two smokestacks in the background. What it shows is that 188 feet smokestacks being 2,600 linear feet behind this property come down in their scale because of the distance that separates them from the house shown. This is the actual elevation and that they are in fact hidden from this view by the location of those mature trees which shows them in the winter time which would be the worst case scenario in the winter time where there is no foliage. Mr. Moore further stated that the next slide shows a visual of the distance of 936 ft. which is the distance from the smokestack from the area behind the house in Wild Meadows across the trees that are the mature trees that are the buffer that they want to leave and not touch. This shows that there is almost eight (8) football fields that separates that stack of 188 feet from that house and the majority of the view is cut off by these trees. Mr. Del Casale stated that he has worked with power plant equipment for the better part of twenty- eight (28) years. He is currently the Plant Manager of Calpine York Energy Center located in Delta, Pennsylvania. He has worked as a team member for the construction of the Hay Road Site, an eleven hundred (1,100) megawatt center in Wilmington, Delaware. He has also lead the construction of commissioning and start-up activities for an eleven hundred (1,100) megawatt plant in Bethlehem, Pennsylvania and a one hundred (100) megawatt simple cycle combustion turbine in Cumberland, New Jersey. He just completed the 565 megawatt site in Delta, Pennsylvania which is the York Energy Center where he stayed on to be Plant Manager. Mr. Del Casale stated that he is here this evening to talk about the power plant itself and the operation of it. The PowerPoint presentation continued with the next slide showing what he likes to term a “simple cartoon” of the combined cycle process. The combustion turbine is the heart of the system. In the day to day life, the combustion turbine would mimic a jet engine. How the system works is they take combustion air into a filter and it draws the filtration where there are fine filters that take any particulate out of the air and draw it in. We then compress the air to about 170 pounds through a compressor. The compressor turns and brings the atmosphere pressure up to 170 pounds. At that point, we inject fuel and fire the fuel under the air so we take the massive air that is now pressurized up to 2,100 degrees. We now have a big mass of air that has all this energy in it. We then take that and expand that across the turbine. Think of the turbine as a paddle wheel where water drops in a bucket 11

CITY OF DOVER PLANNING COMMISSION APRIL 16, 2012 and spins the paddle wheel. It is the same type of process except it is horizontal and as the hot air mass runs through the turbine, blades to turn the turbine blades. It also turns the compressor and the generator. We are converting this mass to mechanical energy and making megawatts in the process. This is the first half of the combined cycle process. In this process we use high efficiency burners, low NOx burners, and anything else that we can to make this process as efficient as possible. Mr. Del Casale further stated that for the second part of the process, the combined piece is when the mass of air comes out of the turbine. All of the pressure is out of it and down to 15 pounds with a pound of positive pressure to it; however, around 1,100 degrees. Rather than take that energy and put it out into the atmosphere, we harness it and take it through a bunch of thin tubes and heat exchanges and make steam out of it at three (3) different pressures; HP, IP and LP steam. That steam runs upwards towards 1,100 degrees and 1,050 pounds and then tiers down to 500 or 600 pounds all the way down to 150 pounds. By the time the gas comes out of the back of the heat exchanger, it is down around 200 degrees. We have taken that process and harnessed and converted the hot gas to steam energy now. One other thing that is important when it goes through this process while taking the heat out of the hot gas and turning it into steam, part way through that process, we treat that gas. What we do is take the nitrous oxide out of it where it runs around 9 ppm of NOx where we will take that out and drop it down to 2 ppm using ammonia where we use that through a callous process. Another thing that we do is take the CO and drop that down to 6 ppm which allows us to meet what the State of Delaware defines as the best available controlled technology. Throughout the nation, they look at what are the best way and the lowest achievable emission results that can be achieved and this is what we have at this plant. This will be one of the lowest emitters of emissions not only in the State of Delaware; however, also in the country. Mr. Del Casale further stated that now that we have all of this steam energy, we then take that steam and place it into pipes where we pipe the steam over to a steam turbine. At this point, we are converting the steam which was originally hot gas to mechanical energy again so we have the same paddle wheel type phenomenon where we take the HP steam and push it through the steam turbine that turns the turbine where it joins up with the IP and LP steam where they all marry up to turn a very large steam turbine. The steam turbine turns the generator and the generator makes power. As part of the process, now we have the steam and at the end of the process we take all the energy out of the steam that we can to collect it so that we do not waste all of that water. We take the steam into a condenser and when it comes out, it is under vacuum and down to a vapor where it has almost no energy left. We take that vapor and turn it back into water and the water is then reprocessed and put back into the Hurst which just keeps travelling around. If you are a water molecule in that bucket, you just keep floating around the same circle over and over again. Mr. Del Casale further stated to cool the steam back to water we have another process that is external to the system which is the cooling tower system. We take water in a closed cooling loop and run the water through the condenser and take the heat out of the vapor and then the water is cooled down in the water tower. When you pass a power plant, you might see some of this vapor coming up that is just the cooling of the water that cools the condenser and is the water droplets and vapor coming off as it is cooled in the atmospheric air. The way that this is done is you take the water up and turn it into fine particles and then let it fall down just like a rain fall and you run cold air across it by running fans that run up into the atmosphere that makes a cooling tower plume. This is the crux of the system that we have here. 12

CITY OF DOVER PLANNING COMMISSION APRIL 16, 2012 Mr. Del Casale further stated that the next slide in the PowerPoint presentation showed how the facility would look once completed. There are two (2) 309 megawatt phases of the project. The first block that we will do will be the furthest block shown on the picture in the PowerPoint which are mirror images of each other. He showed the air piece where the air comes into the combustion turbine, goes into the process, comes up to pressure, fuel is mixed in, turns the generator, wires come out the front, the heat comes through which is known as the heat recovery steam generator where we harness the energy, and then turn it into steam. This goes up the exhaust stack around 225 degrees. All of the steam is piped into another building known as the steam turbine building and is where they harness the energy and turn it into generation. Mr. Nichols questioned that being the plant is gas fired, what are the three (3) tanks? Responding to Mr. Nichols, Mr. Del Casale stated that they have the ability in these combustion turbines to fire dual fuel which means the tank in the front is an ultra-low sulfur tank which means that if they could not get gas, they would have the ability to run oil. With the price of natural gas at about a fourth or fifth the price of oil, he does not see any oil being used in the near future. The two (2) tanks in the back are what we call “raw water” and “demineralized water.” In this process in the steam cycle, they have to use very pure water so that they do not corrode the tubes as they go through the high heat transfer process. The raw water is just a supply of portable water from the City of Dover that we use to run through the demineralizing process. The second one is a bulk supply of demineralized water that we use so that we can supply the system to make up for any losses. Mr. Nichols further questioned that some of the literature that they have been provided mentions ammonia tanks; are they located on the outside? Responding to Mr. Nichols, Mr. Del Casale stated that they are located on the outside. We have 12,000 gallon ammonia tank located on the site and normally operate at a volume of 85% or less in that tank to leave some free space for ammonia gas on top. When we install these ammonia tanks, there are a number of things that we do that are above and beyond the regulations. With regards to regulations, anytime you have ammonia on-site the ammonia is required to be controlled by the emissions set by EPA in the State as the approved and recommended method. We have to do an Emergency Response Plan where you meet and have a plan with the Emergency Management Teams in Delaware. We also have to have regulations for spill containers. These are the bare minimum requirements. What we do beyond that is we put our ammonia tanks inside concrete containers. That does a number of things for us. One, it protects us if anyone tries to run through it with a motor vehicle accident. Second, if we were to have a rupture of the tank, it would come out in liquid form and vaporize up so it would all be self-contained. This allows us to create a volume of the ammonia rather then spread out on the ground and create a vapor. The next thing that we do is put in a deluge system and what that system does is around the ammonia tank and anywhere we have ammonia on the site, we use ammonia detectors. These detectors come back to a sensor control room that are alarmed and also have automatic actuation just in case we have an ammonia detection that goes off. It senses where they are strategically placed based on engineering evaluation; the deluge system will kick off and contain any type of ammonia leak. Mr. Del Casale further stated with regards to this being centrally located on the site and being in the middle of all its potential neighbors, what you will see is that we are 2,600 feet from Wild Meadows, about 4,000 feet from Baytree Subdivision, and about 2,700 feet from a proposed subdivision on the other side of White Oak Road. The location for this plant does put them in a central location for the industrial park. 13

CITY OF DOVER PLANNING COMMISSION APRIL 16, 2012 Mr. Del Casale further stated that he would now talk about noise. The combustion turbine is in a building, the steam turbine is in a building, and you will see a bunch of outlined buildings throughout the site as equipment enclosures. What these buildings do is sound proof because this is a power plant with heavy industrial equipment that does make noise. What we have to do is manage the noise and how we manage the noise is through shielding, sound proofing, and through these equipment enclosures. Because this is an industrial site adjacent to a residential community, our requirements for noise is going to be 65 dBA during the daytime and 55 dBA during the evening. Since we cannot control daytime to nighttime, the plant will operate the same from day to night. Mr. Del Casale showed on the Power Point presentation a diagram of noise levels with the top level of noise being a jet engine at 140 dBA which would hurt your ears and is loud. A shotgun is 130 dBA, then jumping down to a garbage truck which is 100 dBA, a vacuum cleaner is 70 dBA, down to normal breathing. What he wanted to focus on is that normal conversation is 60 dBA with normal conversation being the person sitting next to you in an office setting. They will be 50 dBA or better at any given time. Colonel Welsh questioned if these readings were at the site? Responding to Colonel Welsh, Mr. Del Casale stated that these readings would be at the property line of the incoming neighbors and will vary with distance and where they are. We do a preliminary assessment, we then do the final arrangement, and then we have experts that do the noise study for us. The equipment that we have is not new to us; it is used throughout the country and from that we will develop the detailed noise requirements. For the plant that we just did in Delta, Pennsylvania the air inlet filters for the combustion turbines where it filters the air down and takes out all the particulates we placed noise baffles in the exhaust stack and added concrete block for the gas compressor buildings, gas breakdown buildings, and filled it with sound proofing grout. All these fine designs were worked through as it went through the engineering process. Mr. Del Casale further stated that they have had discussions with the Dover Air Force Base and we are outside of the base protected zone. Their stack is below 200 feet which is the cuff for FFA requirements. We will go ahead as part of protocol, how we do all our developments, and make an FFA application. We will put stack lights on the stacks for small aircraft and other considerations. Mr. Del Casale further stated that they reached out to their neighbor, Wild Meadows on five (5) different occasions. One time with the executive board and some representatives from Calpine met. We had the executive board come up to our Hay Road facility and go for a tour. They had a subsequent meeting at their clubhouse with a number of the Wild Meadows residents. At the meeting we also invited them to join us for a luncheon and a tour of the York Energy Center which is a more rural location and provided the bus, lunch, and the tour. We had a meeting in this room a few weeks ago to answer any follow-up questions. We are proud of what we are building here and feel that it will bring a lot of jobs to Delaware. This concluded the PowerPoint Presentation. Mrs. Townshend stated that she would like to acknowledge, for the record, all of the various pieces of communication that we have received on this application. On March 15, 2012 a letter was submitted to Scott Koenig, City Manager, from the Dover Sun Park expressing a number of concerns regarding the application and potential impacts on the Sun Park. On March 19, 2012 when this was originally 14

CITY OF DOVER PLANNING COMMISSION APRIL 16, 2012 scheduled to come before the Planning Commission, we received a response from Calpine Corporation to the concerns expressed by the Dover Sun Park asking that the application be deferred for a month while they worked on addressing the concerns and meeting with the Dover Sun Park. We are in receipt also of correspondence from the Dover Sun Park to Mr. Scott Koenig, City Manager dated April 13, 2012 stating that they have met; however, the parties have not determined a means to reach a conclusion on the concerns and they have requested the application be deferred another month. There is also a letter from Mr. Mark Dunkle on behalf of Calpine from Parkowski, Guerke, and Swayze who is here tonight again addressing some of the concerns brought up by the Dover Sun Park and requesting action on the application this evening. You have a letter dated April 12, 2012 from the Delaware State Chamber of Commerce in support of the Calpine project for Garrison Energy Center. The letter details some of the economic benefits that would be anticipated out of the project. A letter received from the Wild Meadows Homeowners Association that has an attachment that was sent as part of the documentation sent to the Planning Commission members on Friday and includes a packet of information with questions that are in bold and underlined to draw your attention to those questions. She would like you to acknowledge your receipt and acknowledge that all of these documents were distributed to the Planning Commission members prior to the meeting so that they had time to review them. Mr. Nichols questioned that the issue between Calpine and the Sun Park has not yet been settled? Responding to Mr. Nichols, Mrs. Townshend stated that the two parties are talking; however, both parties have leases with the City of Dover and the lease that the Dover Sun Park has with the City of Dover specifies height for shading and height versus proximity to the property line. The information that we have indicates the Site Plan will be required to comply with the height requirements. Mr. Friedman stated without the benefit of hearing anything from the public he would like to say that many of us are extremely grateful to see the Garrison Tract moving forward. Mr. Tolbert questioned the fact that he did not hear how much water would be used for this project. It is his understanding that it would be a considerable amount of water and if that is the case, what happens if there is a drought? Responding to Mr. Tolbert, Mr. Del Casale stated that they will use a considerable amount of water and have been working with the City’s Water Department and have outlined a number of activities if there is a drought. Mrs. Duca stated that in terms of a drought situation, she would like to back up and go over some of the overall water system and what we are doing. Overall, for the City of Dover water and wastewater utilities our primary goal is to protect the needs of our existing customers. If any customer is going to be coming onto the system, there is no point in doing so if we cannot ensure all the needs are met. Part of what we have been doing is, in the past year or so prior to this project coming to a head, we have been working with DNREC regarding our allocation permits in general. Also which you may or may not be aware of, we have been doing water master planning for overall growth. We have various well replacements and water tanks in our Capital Plan which require us to work with DNREC regarding our allocation. Since the Calpine project has come forward, we thought it was necessary to expand our analysis in our discussions with DNREC to make sure that our allocation and supplying capacity are being looked at properly. Mrs. Duca further stated that as Part I, in general, the City of Dover is making volunteer recommendations in order to protect the aquifers which we draw from. There are some older 15

CITY OF DOVER PLANNING COMMISSION APRIL 16, 2012 concessions made in the allocation permits years ago that do not properly address information we know now regarding geology and all the efforts the State has done. We are working with DNREC so the City of Dover in general regarding our water use as well as projected flows from future customers is being addressed. Mrs. Duca further stated that Part II is that we also have to look at the overall capacity of our system and what the needs are. The first step is doing a hydraulic analysis of the system. In terms of what we are looking at, we are concerned with the worst possible situation that could happen so we are looking at peak demands of what we currently have of what the industrial customer is running right now, the McKee Power Plant and during the summer people watering their lawns and those types of things and then we throw in the Garrison Energy Center. There has been talk in terms of the plan, from what she has heard of looking at the first phase. In terms of our analysis, we have to look at both phases because that is the worst case scenario of what is going to happen in the future. For both in terms of the allocation permit and in terms of the water model, we are running it for the worst case scenario. For the water model in order to best protect the water system, you try to run it with a safe capacity thrown in. Our safe capacity is that our water treatment plant would not be functioning during peak periods of time with fire flow and every other demand on it. This goes into play for terms of allocation. Over the course of a year, the Energy Center maybe relying upon some of those flows coming from the treatment plant; however, in terms of looking at worst case scenario which having the water plant down is relatively equivalent to a drought scenario because those are the wells that come from the unconfined aquifer. The confined aquifer wells, since we only have groundwater supplies those are more protected during a drought. All of our hydraulic analysis are being run without the benefit of the treatment plant with worst case flows from all of our customers and we are looking for what are the improvements that we have to do. Mrs. Duca further stated that in the DAC packet you will see reference to any improvements that are identified from the analysis that have to be incorporated into this plan. So far, we are looking at a water loop that in general was anticipated before. We would need the water loop from Wild Meadows to White Oak Road. It is also a benefit to Wild Meadows and the other developments in that area because it is a dead end on the water system. At this time, we are also looking at a 1.5 million gallon water tank. We do have additional adjustments to make to the analysis. They only submitted the first round and there are some adjustments to be made based upon Fire Marshal requirements and once that is complete, we will see what the additional system requirements are. Overall, nothing on this plan will get approved until we can be sure that not only are we properly planning for its use; however, that we can meet the needs of current and future customers meeting the requirements of drinking water, EPA, and anyone else associated. In addition, we are also developing our own document for the Department of Public Works that will be given to the City Manager that will detail in total all of the requirements that we are recommending which will not only be the direct result of the hydraulic analysis and the DNREC allocation permits; however, there are also going to be recommendations for adjustments for making sure staffing levels are properly prepared and that we have sections regarding to drought legislation that as of current, we do not have anything that we can sink our teeth into in terms of enforcement. We are a capital project so we are looking at specific timeframes to make sure everything is implemented properly. These are all things that she expects that in order for this project to even consider proceeding, all these things would have to be in place. Mr. Nichols stated that his question is that the sixteen (16) inch main that is on White Oak Road to the twelve (12) inch main that comes out by the water treatment plant that then becomes a ten (10) inch 16

CITY OF DOVER PLANNING COMMISSION APRIL 16, 2012 main. If McKee Run Power Plant is pulling water and this Calpine project is going to be using 1.8 million gallons a day, you are going to have a problem. Responding to Mr. Nichols, Mrs. Duca stated that the bottleneck is specifically being looked at in the water model. McKee does not show through the models that it is directly pulling from the plant. Typically, it will pull the complete flow out of well #7 directly near it and it causes flow reversals in the Downtown area. Basically, all of those models are with their capacities on and running. She can assure you that this specific area with the bottleneck is of concern to us as well and is part of the analysis in terms of what infrastructure adjustments would have to be made in order to accommodate. Colonel Welsh stated before moving into public hearing, he would explain the role and the pervue of the Planning Commission in the application of the Garrison Energy Center. A number of concerns have come forward that are not related to the Planning Commission role with regards to this application. The application before this Commission this evening is for Conceptual Site Plan Development Master Plan. The role of the Planning Commission is strictly to determine if the use and general layout is consistent with the requirements of the Zoning Ordinance. The Planning Commission will also consider waiver requests and architectural elevations for the project. Details about the site development will be addressed through the Administrative Site Plan submitted for the phases of development. Any significant changes from the Conceptual Master Plan will be forwarded to the Planning Commission for review. Development of the site as the Garrison Energy Center will be subject to an air permit and any other environmental permits which are regulated and issued by DNREC. This permit will be subject to a public hearing by DNREC and any concerns related to air quality would be under the pervue of DNREC air permitting process. Colonel Welsh opened the public hearing. Mr. James Brockten – Resident of Wild Meadows – Stated that the gentlemen from Calpine have been very gracious to us. He received the packet of information that was provided to the Planning Commission members on Friday and obviously Mr. Nichols read it as he brought up the question of the ammonia. The ammonia tanks have really never been talked about in all of the meetings that we have had and this made a bell go off for him. As many safeguards that could be built around the 12,000 gallons of ammonia sitting on that site, if the safeguards do not work, it is going to be a catastrophe not only for the Garrison Tract but for the City of Dover. He would encourage you to please read this material because it is bringing up questions that he did not have before and he feels that it is very important that you consider it in your deliberations before you make a decision. Mr. Allan Angel – On Behalf of Wild Meadows and (Councilmen who could not speak this evening because they are the Applicants) – Stated that for the record, he wanted to ask some questions. The water issue was a major issue for the County. If he understands 1.8 million gallons is going in and our engineer is now saying that only 300,000 gallons would be going into the sewer system. This is basically because of the way that it is going to be exchanged and be used three (3) to five (5) times. In the packets that you received and the author is not here tonight who also may have some questions, they brought up some explosions with a business coming in with the planning that you are doing for the neighbors. He did some research on this and the explosion in California was a different kind of plant. It was a geo-thermal so it has nothing to do with it. It is actually from the County, he came from before he moved here. The one in Connecticut is a little different in that it is a steam generating plant and had not gone on-line before it exploded which was felt in Long Island and also in Rhode Island. In saying that, Calpine was very diligent in doing what they had to do; however, 17

CITY OF DOVER PLANNING COMMISSION APRIL 16, 2012 it was done by gas blow by pipe cleaning and they will not use that here. It will just be compressed air. Responding to Mr. Angel, Mr. Del Casale stated that with regards to the accident that happened that Mr. Angel is speaking of in Connecticut, there were a number of things that were wrong. He does not have any direct knowledge only that of what he read in the insurance reports. Instead of venting the gas outside clear with the standpipe away from everything, they vented the gas inside an enclosure. The design of that building had the combustion turbine and the hearsay under one roof with some of the side panels off. They also did it when there were a number of people working that day. The third thing that they did was the lay of the land was that behind the building was a depression and they thought that going around with a bunch of personal monitors (yellow metal explosion detectors) they would be able to tell if there was a build-up of gas occurring when this happened. Bottom line is there was a build-up of gas when production work was going on and there was an explosion with a number of people injured and a couple of deaths. What we do is we not only use the standpipe to get it away. For noise, we put a silencer on it for noise and we also use compressed gas. In the worst case, if we cannot get enough pressure out of compressed gas, we bring in nitrogen trucks as additional pressure. There is no possibility of an explosion happening because of the way we do it. Mr. Angel further stated that regarding liquid nitrogen which are also a safety issue. These questions came from the Fire Chief that dealt with this explosion. Liquid nitrogen also has another issue with safety because it depletes oxygen in the area. The biggest concern the Chief had regarding the ammonia was not so much the storage of it; however, the gaskets failing or the leakage of it. This is a safety issue that we need to look at because of the proximity of the residents. I wanted to get this on the record so that they can address this on how they will do it and how many times it will be transferred and stored. With regards to steam blow during the winter time, there is a major cloud of steam that hovers that people cannot see through during the winter time because of the venting or the excess being brought off. This is a noise issue that sounds like a loud siren going off according to the Chief. These are the issues that the Chief wanted me to bring up because they are safety issues. The NFPA (National Fire Protection Agency) is also recommending that gas cleaning not be done anymore and that either nitrogen or other alternative be done which is a standard coming forth. This has been outlawed in Connecticut for cleaning pipes as well as in other places now. Please keep this in mind as safety for the residents in our area. Mrs. Del Burkes – 482 Sunset Drive – Stated that the few questions that she has are directed at Calpine. Is there ammonia in the steam that is going to be released and how does that create particulate matter? It was spoken about the decibel amounts as far as the volume of noise, what about actual vibration and not just noise? Her other issue is not just the storage of the ammonia but actually the tankers coming into Dover and transferring that ammonia from the tanker into the existing permanent tank that is located at the plant. What kind of risks are involved with that and what is in place to protect us from that? At any point, will it actually be in the plan as to the equipment that will be used? Responding to Mrs. Burkes, Mr. Del Casale stated that with regards to what happens to the ammonia and does it turn into particulates. The ammonia is made of nitrogen and hydrogen that reacts to a callous that we spoke about that coverts over so that the nitrogen becomes a nitrogen molecule and the hydrogen forms water and vaporizes out. Not all of the ammonia reacts in the catalyst. This permit operates at 7 ppm and we probably would not run anywhere near this; however, under the permit we 18

CITY OF DOVER PLANNING COMMISSION APRIL 16, 2012 would be limited to 7 parts per million for every molecule that would be allowed to be an ammonia molecule. We have a similar arrangement with our permit and we typically run between 3 & 5 ppm or lower in York currently. Mr. Del Casale further stated that the next question was with regards to vibration. There are two types of vibration of which both will be analyzed. The equipment itself spins at 36 RPMs and each one of the rotors weighs 20-30 tons. The rotor train itself is well over 150 tons for the steam turbine and close to that for the combustion turbine. If you have something that is 150 tons and is spinning at 35 RPMs, you need that to be balanced down to a real low level. The bearings will have trip limits in the neighborhood of 6-8 inches per second and is a derivative so it is very small amounts. These bearings run clearances of less than 8,000 of an inch which is one millimeter for an inch of shaft and you get about half of that as allowable vibration. If for some reason this equipment did start vibrating, it would automatically shut itself down and protect itself. The second kind of vibration that we have seen and will analyze for is acoustical vibration. We do not believe that this technology has acoustical problems that would cause vibration. In some of the older technologies and different combustive type processes, we have seen studies that have caused acoustical vibrations in certain ranges and those will be analyzed and we will tune any of that out as part of the process of the design. Mr. Del Casale further stated that the third question was with regards to the transfer of the deliveries of trucks to the site. We are estimating using anhydrous ammonia and the number of trucks will be reduced from thirty-six (36) to seven (7) for a typical operating year. These trucks are all regulated not only by DelDOT but also by the Federal Government and the National Transportation Safety Board for the requirement to placard and the train that has to go along with that. This is a heavily regulated process. Mr. Del Casale further stated that the last question is if we would give a list of equipment. There are probably ten to fifteen thousand pieces of equipment just at a high level so we listed those on the drawing; however, we took it off the drawing because it got so busy. The major pieces of equipment are around 60 to 70 major pieces of equipment and we will list those out and if there is any interest we will go down to the next level. Mrs. Burkes further questioned that the actual permitted jobs. She has heard it will be between 14 and 16. When she reached out to Calpine, they were unsure as to where these people would come from. The concern is if they would be local. Responding to Mrs. Burkes, Colonel Welsh stated that this is no concern to this Commission at all at this time and is not relevant for this application this evening. Mr. Eric Koszalinski – Kent County Resident – Stated that he just spent fifteen (15) months down at a powerhouse in Dagsboro on a project and he knows that safety is of the utmost concern. He has been in this industry for close to twenty-five (25) years and the amount of safety precautions that they take on these job sites are out of this world. He is here to represent the area and say he is a local guy and he is ready to help build this power plant. He is sure they will work safely with the public in the area. Mr. Doug Drummond – Business Manager of Local 313 with the IBEW (International Brotherhood of Electrical Workers) – Stated that they are also members of the Delaware Building Trades with several members who are in the audience this evening. He has done his research on Calpine as we deal with them on several projects out there. I called Local 229 in York, the project that 19

CITY OF DOVER PLANNING COMMISSION APRIL 16, 2012 was referenced, and they have a great reputation. They treat their men right and they treat the community right. What you are looking at here is a state of the art facility that they are going to build. He has over thirty (30) years’ experience and has worked anywhere from cold fired power houses and steel mills to new solar powered houses and this is a state of the art project here as it is quite and clean with two phases. More importantly, he is a resident on White Oak Road about 2,700 feet from the project and he is in support of the project. He also has friends that live in York and Delta, Pennsylvania and he has checked with them and they are very happy with the way that they were treated up there. The community is very happy because they took care of the community and used a local work force. The benefits of the residents and the City of Dover will be that they will purchase water from the City of Dover as well as paying a large sum of taxes to the City of Dover. In these hard economic times, this is something that we are looking for. He is in support of this project. Mr. Willie Jones – Resident of Dover – Stated that he is also a member of the Building Trades and over the years he has worked in this area and also at General Foods, Scott Paper, and different areas. At this time, he is very much in support of this project because of the fact that it does bring jobs as far as industry which is something that we need in this area. Also with the energy crisis he would like to make note that he is in support of this project. Mr. Nathan Hanson – White Oak Solar Energy – Dover Sun Park – Stated that their letter has been received by Mrs. Townshend regarding one in March as well as the one recently. We find that Planning Commission action on the Site Plan approval at this point is premature. The information that we have requested from Calpine we have yet to receive and a lot of it by their own admission is not available because they are not far enough along in the development process at this point. To readily access what the impacts, which we have all talked about plumes and know that during construction there will be significant dust, those will all impact the operations of the Dover Solar Facility. Until you can actually pick out the cooling tower design and specific mitigation for the stacks, it is hard to actually evaluate those impacts in full. We are a developer of power projects with developing the Dover Solar Facility; however, we also develop a lot of combined cycle facilities and currently hold seventeen (17) power projects across the country so we are very familiar with this project and really would like to be in support of this project. However, we find it premature due to the lack of information related to certain equipment and mitigation plans that have yet to be provided although we have asked. We have been working with Calpine over the last month to try to determine if we could reach a mutual acceptable resolution. So respectfully, we would request that action on this Site Plan be deferred tonight. If the Planning Commission feels the need to move forward with it, we would ask that it be subject to a mutual satisfactory resolution between White Oak Solar Energy and the Garrison Energy Center. He does feel that there are certain issues associated with the setback requirements in the lease; however, there are also certain other obligations in the lease related to obligations that the City of Dover has to provide support of and respect to the White Oak facility. We think those could potentially, actually be meeting and resolving these issues and impacts on the operations and maintenance of this facility. Mr. Henry King – Lawyer with Reed & Smith – Stated that he has worked with the White Oak Solar project for several years including working on the lease with the City and the power purchase lease with the City back when that project was getting started. To pick up on what Mr. Hanson had to say, the lease does include certain setback requirements and he did see some paperwork about how this project will fit within those. However, the fact that the project has not reached its final design we are not sure ultimately that it would comply. I am sure in the process these will be kept in mind. More 20

CITY OF DOVER PLANNING COMMISSION APRIL 16, 2012 importantly, what most leases have is what is called “quite enjoyment” so we have to make sure that dust, noise, and the plume that will come up. Obviously, we put setbacks because we knew it would shade; however, things like the heat plume that comes up or creates a cloud could overshadow the solar project and solar only works obviously when the sun is shining so any impact on the solar project in turn impacts the City as they are buying power, solar credits, with other parties also buying solar credits which includes DEMEC (Delaware Municipal Electric Corporation), the Delaware Sustainable Energy Utility, and Delmarva Power. All are indirectly involved in this project by buying those credits. We would ask that the Commission either delay the approval until those issues can be worked out with the White Oak Solar Project or conditioned upon that being satisfactory. Colonel Welsh stated that what they are considering tonight is a Conceptual Site Development Master Plan and as it moves forward, it will be up to the City of Dover assuming it is approved tonight to determine if the provisions of the lease are complied with. Colonel Welsh closed the public hearing after seeing no one else wishing to speak. Mr. Tolbert questioned how many employees they would be hiring? Responding to Mr. Tolbert, Mr. Del Casale stated that they expect during the construction process to employee 200-250 craft workers and probably another 30-50 management type personnel. Early estimates show that this project will deliver 650,000 craft hours to the area in addition to the other management and supervision jobs with a total of around 750,000 hours of labor. Once the plant is up and running and phased in, we will be staffed at sixteen (16) people that may go up by one or two. Thirteen (13) of those jobs will be craft high paying operator maintenance type of jobs and administrator and two (2) management personnel with one of the management personnel being an environmental and safety person. Mr. Tolbert further questioned that this is a Conceptual Plan, will they have to come back to the Planning Commission any further? Responding to Mr. Tolbert, Colonel Welsh stated no, this is a Master Plan where this Commission approves it and then when they moved forward with each phase. They will work with administrative approval from the Planning Staff. They would not have to come back to the Commission unless they are making significant changes. Mr. Ambruso moved to approve S-12-03 Garrison Energy Center located at Garrison Oak Technical Park Site Development Master Plan to allow the construction of the combined cycle electric generating facility along with the four (4) waivers that were requested and recommended by Staff to include: partial elimination of curbing, partial elimination of sidewalk with regards to internal connections, and alternative for the opaque barrier and in consideration of the Tree Mitigation Plan, seconded by Mr. Holt and the motion carried 7-0 with Mr. Friedman absent. Mrs. Townshend stated that the motion maker needs to amend the motion to incorporate all of the DAC comments of record to be conditions of the approval. Mr. Ambruso was in agreement with this amended motion, seconded by Mr. Holt and the motion was unanimously carried 7-0 with Mr. Friedman absent. 21

CITY OF DOVER PLANNING COMMISSION APRIL 16, 2012 Meeting Adjourned at 9:12 PM Sincerely, Diane Metsch Secretary 22