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CITY OF DOVER, DELAWARE COUNCIL COMMITTEE OF THE WHOLE MEETING Tuesday, June 14, 2022 at 6:00 PM City Hall Council Chambers, 15 Loockerman Plaza, Dover, Delaware AGENDA Public comments are welcomed on any item and will be permitted at the appropriate time. When possible, please notify the City Clerk (302-736-7008 or email at cityclerk@dover.de.us) should you wish to be recognized. VIRTUAL MEETING NOTICE This meeting will be held in the City Hall Council Chambers with electronic access via WebEx. Public participation information is as follows: Dial: 1-408-418-9388 Link: https://rb.gy/fav7ca Event number: 2333 635 0463 Event password: DOVER (if needed) If you are new to WebEx, get the app now at https://www.webex.com/ to be ready when the meeting starts. CALL COUNCIL COMMITTEE OF THE WHOLE MEETING TO ORDER PARKS, RECREATION, AND COMMUNITY ENHANCEMENT COMMITTEE ADOPTION OF THE AGENDA 1. Review of Active Recreation Area Plan - Dover Apartments on Leipsic Road (Planning Reference #S-22-09) (Dawn Melson-Williams, Interim City Planner) Mayor and Council Reports 2. Council President Sudler 3. First District 4. Second District 5. Third District 1

COUNCIL COMMITTEE OF THE WHOLE MEETING - June 14, 2022 PAGE 2 6. Fourth District 7. At - Large 8. Mayor Christiansen ADJOURNMENT OF THE PARKS, RECREATION, AND COMMUNITY ENHANCEMENT COMMITTEE MEETING UTILITY COMMITTEE ADOPTION OF THE AGENDA 1. Approval of NAES O&M Agreement for Van Sant Operations (Staff recommendation: approving the terms of the contract between the City of Dover and NAES) ADJOURNMENT OF THE UTILITY COMMITTEE MEETING LEGISLATIVE, FINANCE, AND ADMINISTRATION COMMITTEE ADOPTION OF THE AGENDA 1. Presentation - Workforce Development - Jeremy McEntire, Assistant Director of Adult Education (Committee Action Not Required) 2. Request for Direction to Aid in Retention of Emergency Dispatchers (Chief Thomas Johnson, Dover Police Department, and Chief Carey, Dover Fire Department) (Committee Action Not Required - Informational/Discussion) ADJOURNMENT OF THE LEGISLATIVE, FINANCE, AND ADMINISTRATION COMMITTEE MEETING ADJOURNMENT OF THE COUNCIL COMMITTEE OF THE WHOLE THE AGENDA ITEMS AS LISTED MAY NOT BE CONSIDERED IN SEQUENCE. PURSUANT TO 29 DEL. C. §10004(e)(2), THIS AGENDA IS SUBJECT TO CHANGE TO INCLUDE THE ADDITION OR THE DELETION OF ITEMS, INCLUDING EXECUTIVE SESSIONS, WHICH ARISE AT THE TIME OF THE MEETING 2

Item 1. City of Dover DATA SHEET FOR RECREATION PLAN REVIEW Review of Active Recreation Area Plan and Consideration of Cash-in-Lieu Donation PARKS, RECREATION AND COMMUNITY ENHANCEMENT COMMITTEE MEETING OF June 14, 2022 PLANNING COMMISSION MEETING of June 21, 2022 Plan Title: Dover Apartments at Leipsic Road Plan Type: Active Recreation Area and Consideration of Partial Cash-in-lieu Donation (Cash-in-lieu of Recreation Area Construction) Associated with Site Development Plan S-22-09 Location: Southeast side of Leipsic Road east of North DuPont Highway Address: Unaddressed on Leipsic Road Tax Parcel: ED-05-068.05-01-15.01-000 Owner/Applicant: MCKEE CAP, LLC Equitable Owner/Developer: Metropolitan Group Site Area: 15.00 +/- acres (653,615 +/- SF) Zoning: SC-2 (Community Shopping Center Development Zone) SWPOZ (Source Water Protection Overlay Zone) Tier 3: Excellent Recharge Area Present Use: Vacant land Proposed Use: Multi-family Community (Apartment Buildings) Dwelling Units: 216 units Recreation Area: Required – 59,400 SF (1.36 +/- acres) Provided – 38,011 SF (Deficient 21,389 SF) Proposed Partial Cash-in-lieu Donation: Amount pending receipt of Appraisal documents to complete calculation. P. O. Box 475 Dover, DE 19903 3 Community Excellence Through Quality Service

Item 1. S-22-09: Dover Apartments at Leipsic Road Active Recreation Area Review and Consideration of Cash-in-Lieu Report to Parks, Recreation & Community Enhancement Committee – June 14, 2022 Page 2 of 8 I. PROJECT SUMMARY: The project proposes the construction of six (6) 3-story, 46,800 GSF garden style apartment buildings each containing thirty-six (36) units for a total of 216 apartment units. The property is currently unaddressed and was subject to Minor Subdivision Application SB-18-01 which divided the original 25-acre parcel into a southern 10-acre parcel and a northern 15-acre parcel, the latter of which is the Site subject to this Site Development Plan Application. Final Plan Approval for SB-18-01 was granted in a Letter of February 13, 2020 and Recorded. This adjacent parcel at 747 North DuPont Highway was most recently subject to Site Development Master Plan Application S-19-03 to permit phased construction of a retail center to consist of four buildings totaling 62,260 SF in three phases. By February 2021, Final Plan Approval of the Master Plan was achieved and initial site preparations for infrastructure were started II. ACTIVE RECREATION AREA PLAN SUMMARY: The Site Development Plan as submitted by the applicant for the Apartment Complex notes several Active Recreation features, as well as providing a calculation for the square footage of said Active Recreation Areas on site. This information is provided to show how the Site Plan submitted is achieving the aims set out in the Zoning Ordinance, Article 5 Section 10: Open space, recreation, and other public facilities. Due to the property size and unit density, this project does not qualify for any of the Active Recreation Area exemptions for small developments under Zoning Ordinance, Article 5 §10.5. The Active Recreation Area is required at a rate of 275 SF per unit or a half acre (21,780 SF), whichever is greater. With this project of two hundred and sixteen (216) units, the Active Recreation Area requirement calculates to 59,400 SF which is greater than the half-acre (21,780 SF). The Active Recreation Areas proposed are shown on the overall Site Plan, and the calculations therefrom provided on the Cover Sheet (C-001). The notes of the original Plan submission identify a “Clubhouse Block” with an area of 33,566 SF near the center of the complex. Revised information submitted by the Applicant (as provided in the Formal Request for the Cash-in-Lieu) has since updated this figure to be 34,111 SF. This “Block” includes the Clubhouse with pool, a Sport Court, Playground, and several interior features like a Media Room and Pool Table. There is additionally a Dog Park shown at the center of the site which is noted as 3,900 SF in area; however, this conflicts with the 5,110 SF noted in the Notes Section. There are additionally no features of the Dog Park shown other than it appears to be fenced in. Finally, the Notes include a calculation for the Shared Use Path, which runs along the Leipsic Road frontage; however, Planning Staff notes that this is not a feature eligible for consideration towards the Active Recreation Area calculation as sidewalk is already a requirement along this frontage. As the Site Plan is refined, the sized of the recreation areas and amenities may be revised. The Planning Office will continue to track amounts provided and area of deficit. The following table provides information from the submitted Plan ( as of June 8, 2022) for the Active Recreation Area as proposed: 4

Item 1. S-22-09: Dover Apartments at Leipsic Road Active Recreation Area Review and Consideration of Cash-in-Lieu Report to Parks, Recreation & Community Enhancement Committee – June 14, 2022 Page 3 of 8 Active Recreation Area (Article 5 §10.514) Required Provided on Plan 275 S.F. per dwelling unit or ½ • Clubhouse Block – 34,111 SF acre (21,780 SF) whichever is • Pool greater to be provided on site. • Sport Court • Playground 216 DU = 59,400 SF (1.36 +/- ac) • Carwash Station Required = 59,400 SF • Fire Pit • Clubhouse Interior: Provided: 38,111 SF • Fitness Room Deficient: 21,934 SF (0.5 +/- ac) • Media room • Dog Park: 3,900 SF Accessible The Plans appear to show no dedicated handicapped parking, nor ADA-compliant access to the Clubhouse or facilities. No curb cuts or ramps shown on sidewalks or near street crossings. Sidewalk connections internal to the site are somewhat limited, and there are no drive-aisle crossings (marked pavement) identified. The Applicant has noted they will continue to look at the connectivity and accessibility of the internal sidewalk system. The Plan design will be update to include handicapped parking, crosswalks, and ramp locations. Age Oriented to development Activities appear varied for both adults and children with the Clubhouse and Pool being available, as well as a Playground, Dog Park, and Basketball/ Sport Court. Parking There is no dedicated parking at the Clubhouse Block area; however there is parking nearby. It is centrally located and within close proximity/ walking distance to the bulk of the proposed development. Setbacks: 30 feet from residential Distances from Active Recreation Facilities to lot lines are lots and 25 feet from right-of-way not provided, but do appear to be compliant. for street Landscaping The Site requires 218 trees to be planted, yet the Plans submitted identify only 145 being proposed. The site otherwise shows a mix of landscaping throughout and includes a 10-foot landscape buffer along all property lines. The Applicant has indicated they intend to provide the required trees. III. CONSIDERATION OF CASH-IN-LIEU The applicant has noted on their Site Plans that there is a difference in what is required by Code to be provided to meet the needs for Active Recreation Area and what is actually provided. Planning Staff however, has determined the deficiency to be even greater than that claimed by 5

Item 1. S-22-09: Dover Apartments at Leipsic Road Active Recreation Area Review and Consideration of Cash-in-Lieu Report to Parks, Recreation & Community Enhancement Committee – June 14, 2022 Page 4 of 8 the Applicant. As such, the Applicant will need to either revise the Plans to reflect compliance with Code, or otherwise submit a formal request to seek to pay Cash-in-lieu of Construction for the remaining Recreation Area. If the Planning Commission determines that the construction of some or all of the required Active Recreation Area is not practical or desirable, then they shall require a full or partial Cash-in-Lieu donation for the portion of the Active Recreation Area determined as not practical or desirable. The applicant would be required to make a cash donation to the City’s Parkland Reserve Fund in lieu of the required Recreation Area. Zoning Ordinance, Article 5 §10 addresses Open Space, Recreation and Other Public Facilities outlines the calculation of the amount for cash-in-lieu of recreation area construction. For the calculation of the amount of the cash donation, the Zoning Ordinance, Article 5 §10.173 Amount of cash donation specifies that the “cash donation shall be equivalent to the appraised value of land area required…” and that land area value shall be “based on the appraisal prepared for the developer to secure construction financing.” The Applicant has made a Request for Partial Cash in Lieu Fee for the deficit in Active Recreation Facilities (See Letter of June 8, 2022). The applicant has not submitted the Appraisal Documents. Upon submission of the Appraisal, Planning staff will calculate the fee and summit for review. IV. REVIEW PROCESS The Planning Office has prepared this Active Recreation Area Report outlining the Recreation Area proposal and noting the insufficient facilities proposed and the need for either Plan revision to address this, or for Formal Request to make a Cash-in-lieu donation. The Parks, Recreation and Community Enhancement Committee will need to consider the proposed Active Recreation Area and make a recommendation. The Planning Commission must act to accept the Recreation Area Plan and the Cash-in-lieu donation as part of its review of the Site Development Plan. If the amount of the Cash-in-Lieu payment cannot be calculated, then this will require future review. The Parks, Recreation and Community Enhancement Committee will review the Recreation Area Plan and Request for Consideration for the Cash-in-lieu for Dover Apartments on Leipsic Road at their meeting on June 14, 2022. The Planning Commission Public Hearing and Review of the Site Development Plan S-22-09 and the Recreation Area Plan Request for Consideration of Cash-in-lieu is scheduled for June 21, 2022. V. CODE CITATIONS: Dover Code of Ordinances, Appendix B – Zoning, Article 5 – Supplementary Regulations, Section 10 – Open Space, Recreation and Other Public Facilities (select excerpts). Article 5 Section 10 Section 10. - Open space, recreation and other public facilities. The City of Dover shall require the reservation of open space, recreation and other public facilities in accordance with the provisions of this section as a condition of approval for all one-family dwelling, two- family dwelling and multiple-family dwelling residential developments requiring conditional use approval, site development plan approval, or land subdivision approval by the City of Dover Planning Commission. 10.1 Recreation areas. 6

Item 1. S-22-09: Dover Apartments at Leipsic Road Active Recreation Area Review and Consideration of Cash-in-Lieu Report to Parks, Recreation & Community Enhancement Committee – June 14, 2022 Page 5 of 8 10.11 Purpose. The purpose of this section is to ensure that active recreation areas are provided as an integral design element within residential developments and that such facilities are of an adequate scale in relation to the size of the residential development and which provide residents with a variety of active recreational pursuits. 10.12 Dedication required. The commission shall require the dedication or reservation of recreation areas, and the subsequent construction of recreation facilities of a character, extent and location suitable to the needs created by a development for recreation facilities as defined and in accordance with the design guidelines set forth. 10.13 Definition. The following are illustrative of the types of recreation areas and subsequent facilities that shall be deemed to serve active recreational needs and therefore to count toward satisfaction of the recreation area requirements of this section: tennis courts, handball courts, racquetball courts, swimming pools, saunas and exercise rooms, meeting or activity rooms within clubhouses, baseball and soccer fields, basketball courts, volleyball courts, swings, slides and play apparatus, and developed walking, jogging or biking trails. 10.14 Recreation area review…. 10.15 Design guidelines… 10.16 Area required. All residential developments shall provide recreational areas in a size equal to 275 square feet per dwelling unit or one-half acre of land, whichever is greater. In no case shall the commission require that more than ten percent of the gross area of the development be so dedicated or reserved when the gross area is greater than five acres. 10.17 Cash in lieu of recreation area construction. 10.171 Determination of suitability for cash donation. If the commission determines that the construction of recreation is not practical due to close proximity to existing available recreation facilities or infeasible due to natural characteristics of the land or will not benefit the residents of the development, the commission shall require a full or partial cash in lieu of areas of donation to be made by the developer in lieu of a full or partial dedication of land. 10.172 Separate recreation account. The cash donation shall be deposited in a separate account to be used for parks, playgrounds or recreational purposes. 10.173 Amount of cash donation. The cash donation shall be equivalent to the appraised value of land area required in section 10.16. The land area value shall be based on the appraisal prepared for the developer to secure construction financing. This submitted appraisal shall be a copy of the original supplied to the lending institution, with that institution identified, and shall conform in all ways to the Uniform Standards of Professional Appraisal practice and be performed by an appropriately qualified certified appraiser. If an appraisal prepared for construction financing is not available, then the developer shall have an appraisal done in accordance with the procedures set forth in [sub]section 10.174. 10.174 Appeal of appraised value. If the city does not accept the land value established by the appraisal detailed in [sub]section 10.173, the city may, at the developer's expense, require another appraisal be performed. This appraisal will be let on a bid basis between at least three appropriately qualified, certified appraisers selected by the city. The appraiser(s) who prepared the original appraisal in [sub]section 10.173 cannot be a party to this appeal appraisal. 10.175 Payment of cash donation. One hundred percent cash donation provided under this section shall be collected prior to issuing the first building permit for the development. 7

Item 1. S-22-09: Dover Apartments at Leipsic Road Active Recreation Area Review and Consideration of Cash-in-Lieu Report to Parks, Recreation & Community Enhancement Committee – June 14, 2022 Page 6 of 8 10.7 Council approval. Prior to acceptance by the planning commission, all areas planned for public dedication, or cash donations provided under this section must be submitted to, and approved by the parks, recreation, and community enhancement committee of the City of Dover, and shall be subject to final review and approval by [the] city council. VI. STAFF RECOMMENDATIONS The following are comments and recommendations from Staff of the Planning Office following review of the Active Recreation Area Plan and Request for Consideration of Cash-in-lieu. 1) Cash-in-Lieu/Area Deficiency: The proposed plan presents two (2) areas as Active Recreation Area – the “Clubhouse Block” and the Dog Park. With 216 units proposed the total required Active Recreation Area is 59,400 SF and what is proposed is an area of 38,111 SF, a deficit of 21,389 SF (0.5 ac). a. The Applicant has submitted a Cash-in-Lieu Request, noting that they will provide the required fee upon its determination. The Applicant has indicated that they intend to provide increased Active Recreation Area but are unlikely to meet the minimum area requirements of 59,400 SF given site limitations. b. Planning Staff will calculate the Cash in Lieu Fee once the Applicant is able to provide the Appraisal documented with the appraised value of the property. c. Planning Staff supports the concept for a Partial Cash-in-Lieu Fee. Staff notes that the Property is constrained by Site considerations such as parking, tree planting and landscaping, and stormwater management facilities. The Site also is subject to the SWPOZ (Stormwater Protection Overlay Zone Tier 3: Excellent Recharge Area), which has added impervious Lot Coverage restrictions. A portion of the Site is also designed as a connecting access drive to an adjoining commercial property. Despite this, the Applicant has done much to provide a variety of Recreational Areas. They are proposing both indoor (Fitness Gym, Media Room) and outdoor (Pool, Sport Court, Fire Pit, Car Wash Station, and Dog Park) Recreation Areas. The Applicant has additionally indicated that they will continue to explore ways to add other Active Recreation features and have expressed a willingness to actively engage with Planning Staff on addressing any concerns. 2) Active Recreation Area: As a residential development, there is a requirement for Active Recreation area(s). The project proposes a Clubhouse with Pool, Sport Court, Playground, Car Wash Station, Fire Pit and additional recreation features interior to the building. There is also a Dog Park with unknown amenities. The Plan needs to clarify the specific handicapped access to the Clubhouse. The Site Plan overall is showing poor pedestrian connectivity among the various buildings, amenities, and across the drive-aisles and the parking lot areas, though the Applicant has indicated their intent to address this. The Site overall also appears to be largely fenced-in but it is not clear how this may impact the ability if the Site to improve connectivity with both Leipsic Road, as well as the commercial properties to the west. There are twenty-two (22) bicycle parking spaces identified in the Site Plan Notes, however only one (1) Bicycle Rack is clearly shown on the Plans noting space for five (5) bicycles. The location of the other bicycle parking facilities is uncertain. Additional design information and amenities are necessary to clarify these site improvements to serve a development of this size (216 apartment units). Planning staff is encouraged by the 8

Item 1. S-22-09: Dover Apartments at Leipsic Road Active Recreation Area Review and Consideration of Cash-in-Lieu Report to Parks, Recreation & Community Enhancement Committee – June 14, 2022 Page 7 of 8 variety of on-site recreation opportunities proposed for the residents. Staff Recommends the following regarding this Recreation Area: a. Clubhouse / Pool: Further design information of the Active Recreation Areas at the Clubhouse and Pool are needed. A floor plan has been provided identifying features of the Clubhouse. The Plans should be revised to show these facilities being fully handicap accessible and ADA compliant sidewalks. Pedestrian access overall should also be improved, by ensuring that there are linkages to sidewalks, and that pedestrian crossings at drive-aisles are both sufficient in number and clearly marked. The Plans should also make better use of some of the empty space around the building by noting features such as grills, benches, and picnic tables, ensuring at least some of these features are again accessible. Finally, parking should be made available specific to the Clubhouse. If it is determined that there is insufficient area to provide additional parking in the immediate vicinity, some of the parking areas of the adjacent Apartment Building should be made available at least for handicap parking. b. Dog Park: The size of the Dog Park should be clarified as two different figures were provided within the Plan set. Additionally, features within the Dog Park itself should be identified. It appears that a fence is proposed around the perimeter, but there should be landscaping as well as benches and dog waste stations with appropriate facilities for disposal thereof. c. Playground: Plans submitted show that there are features proposed for an area identified as the playground, but further information should be provided as to what specific playground amenities are proposed. It should also be noted what material is intended for the ground cover. d. Sport Court: The Sport Court appears to show features indicating use as a Basketball Court (Basketball Rim and striping), as well as a Pickelball Court. This Court would seem to offer sufficient options for residents. e. Bicycle Parking: Bicycle parking should be located at every one of the Apartment Buildings as well as outside of the Clubhouse/Pool area. If any Bike Parking facilities are proposed internal to the buildings, then the Plans should note as such. f. Pedestrian Connectivity: Staff notes that the sidewalk system could easily be extended in several locations to increase pedestrian connectivity to the overall development. There is only one sidewalk along the south side of the connecting drive linking the proposed Apartment Buildings to the Commercial Property; there is a drive aisle that runs along the west side of the property connecting to Leipsic Road. There is a wide shared-use path proposed along the Leipsic Road frontage which appears largely cut off by the development with a fence. i. Evaluate the placement of additional pedestrian access points from the Apartments to the shared-use path. ii. A sidewalk should be added to the north side of the connecting drive. g. Pedestrian Facilities Internal to the Site: The layout of the proposed sidewalks 9

Item 1. S-22-09: Dover Apartments at Leipsic Road Active Recreation Area Review and Consideration of Cash-in-Lieu Report to Parks, Recreation & Community Enhancement Committee – June 14, 2022 Page 8 of 8 internal to the site appear disjointed and there is poor connectivity. No pedestrian marked crossings of any drive aisles or parking lot areas are shown. The Plans should be revised to show a system of pedestrian linkages between all Apartment Buildings, parking areas, parking garages, and to the Clubhouse Area. Plans should clearly indicate where pedestrians may safely cross drive aisles and parking lot areas. VII. ADVISORY COMMENTS 1) The Site Development Plan set including any floor plans depicting the Recreational Area in the Clubhouse are to include appropriate improvements, plans, and details of the Recreation Area as approved. 2) When a Cash-in-lieu of Active Recreation Area Construction payment amount is determined and agreed upon, it shall be submitted to the Planning Office prior to the issuance of the Building Permit for the first Apartment Building. The Cash-in-lieu donation will be deposited in the City’s Parkland Reserve Fund account. 3) There shall be provisions which ensure that the community space (all areas under consideration for Active Recreation Areas) shall continue as such and be properly managed and maintained. The developer shall either retain ownership and responsibility for maintenance of the common use areas or provide for and establish one (1) or more organizations for the ownership and maintenance of all common space i.e. a Homeowners Association. The organization shall be responsible for maintenance, insurance and taxes on the community space. 4) In the event, that major changes and revisions to the Plan occur in the finalization of the Plan contact the Planning Office. Examples include reorientation of buildings, relocation of site components, changes in floor area or unit count, or design revisions impacting Active Recreation Areas. These changes may require resubmission for review by the Development Advisory Committee, Planning Commission, or other agencies and commissions making recommendations in regard to the plan. 5) The Parks, Recreation, and Community Enhancement Committee shall submit to the Planning Commission a report detailing the recommendations as to the Recreation Area Plan and Request for Consideration of Cash-in-Lieu. Attachments: • Site Plan S-22-09 Dover Apartments at Leipsic Road. Sheets C-101 and C-201 • Floorplan of the Proposed Clubhouse • Building Architecture: Renderings of Proposed Apartment Buildings • Letter of Request for Partial Cash-in-Lieu Donation 10

Item 1. FUTURE GENERAL NOTES: SITE DEVELOPMENT PLAN 5400 LIMESTONE ROAD 1. ALL CONSTRUCTION SHALL BE IN ACCORDANCE WITH THE STATE OCCUPATIONAL SAFETY LAWS AND THE CITY OF RO SITE DOVER APARTMENTS AT DOVER CODE AND STANDARD SPECIFICATIONS, MOST CURRENT EDITION. AD FOCUSED 2. EXISTING UTILITIES ARE SHOWN FOR THE CONVENIENCE OF THE CONTRACTOR, BUT THE COMPLETENESS OF WILMINGTON, DE 19808-1232 C NORTH ACCURACY OF THE SAME IS NOT GUARANTEED. THE CONTRACTOR SHALL DETERMINE THE LOCATION AND IP ELEVATION OF EXISTING UTILITIES AT HIS OWN EXPENSE. THE CONTRACTOR SHALL BE RESPONSIBLE FOR ALL SI TEL. 302.239.6634 DAMAGES AND REPAIRS TO EXISTING UTILITIES DURING CONSTRUCTION. LE 3. THE EXISTING UTILITIES SHOWN WERE TAKEN FROM THE BEST AVAILABLE RECORDS. THE CONTRACTOR SHALL CONTACT MISS UTILITY OF DELMARVA (1-800-282-8555) TO VERIFY THEIR EXACT LOCATION PRIOR TO THE START OF ANY CONSTRUCTION. ANY DAMAGE INCURRED TO ANY UTILITIES SHALL BE REPAIRED IMMEDIATELY AT THE CONTRACTORS' EXPENSE. IF THE CONTRACTOR RELIES ON THE UTILITY LOCATIONS SHOWN HEREON, HE DOES SO AT HIS OWN RISK AND WILL NOT BE ENTITLED TO ADDITIONAL COMPENSATION DUE TO THE DELAYS FROM SAID RELIANCE. LEIPSIC ROAD N PEOPLE FAX 302.239.8485 4. A TRAFFIC IMPACT STUDY IS BEING COMPLETED BY VERDANTAS AND SUBMITTED TO DELDOT IN 2022. PO 5. ALL ROADS, PARKING AND OTHER PAVED AREAS WILL BE PRIVATELY OWNED AND MAINTAINED AND ARE NOT DU INTENDED FOR DEDICATION. T W GH 6. DELAWARE REGULATIONS PROHIBIT THE BURIAL OF CONSTRUCTION DEMOLITION DEBRIS, INCLUDING TREES AND HI STUMPS ON CONSTRUCTION SITES. ANY SOLID WASTES FOUND DURING EXCAVATION MUST BE REMOVED AND P.E._21140 PROPERLY DISPOSED. AY KENNETH JAMES TAYLOR, JR., P.E. 7. ALL HANDICAPPED PARKING DEMARCATION, STALLS AND BUILDINGS ACCESSIBLE ROUTES SHALL COMPLY WITH THE AMERICANS WITH DISABILITIES ACT AND ANSI A117.1-1998 ACCESSIBLE AND USABLE BUILDINGS AND FACILITIES. 8. THIS DRAWING DOES NOT INCLUDE NECESSARY COMPONENTS FOR CONSTRUCTION SAFETY. ALL CONSTRUCTION MUST BE DONE IN COMPLIANCE WITH THE OCCUPATIONAL SAFETY AND HEALTH ACT OF 1970 AND ALL RULES AND REGULATIONS THERETO APPURTENANT. STATE: DELAWARE 9. BEFORE THE CONTRACTOR CAN BEGIN CONSTRUCTION, HE MUST OBTAIN THE PROPER PERMITS AND/OR APPROVALS FROM THE CITY OF DOVER, KENT CONSERVATION (KCD), DELAWARE DEPARTMENT OF TRANSPORTATION (DELDOT), AND APPROPRIATE STATE AND COUNTY AGENCIES. LOCATION MAP SCALE: 1" = 800' 10. ALL CONSTRUCTION METHODS AND MATERIALS SHALL BE ACCORDING TO THE CITY OF DOVER AND THE STATE OF SITE DATA: DELAWARE STANDARDS AND CONSTRUCTION SPECIFICATIONS. 1. APPLICATION NUMBER: 11. ALL FIRE LANES, FIRE HYDRANTS, AND FIRE DEPARTMENT CONNECTIONS SHALL BE MARKED IN ACCORDANCE CHK'D BYDESIGNED BY: WITH THE STATE FIRE PREVENTION REGULATIONS. 2. TAX PARCEL NO./ 2-05-068.05-01-15.01-00001 DRAWN BY: CHECKED BY: PROJECT NO. 12. ALL WORK WITHIN STATE MAINTAINED ROAD RIGHT-OF-WAYS SHALL MEET THE REQUIREMENTS AS SET FORTH IN SOURCE OF TITLE/ D10045-286 THE CURRENT REVISION OF THE STANDARD SPECIFICATIONS FOR THE ROAD AND BRIDGE CONSTRUCTION, BY ZONING: SC-2, SWPOZ TIER 3 14286 THE DELAWARE DEPARTMENT OF TRANSPORTATION (DELDOT). 3. LEGAL OWNER / DEVELOPER: ROJAN DD 15, LLC METROPOLITAN GROUP SMH MH KJT 13. TRAFFIC AND SAFETY CONTROL SHALL BE MAINTAINED DURING CONSTRUCTION IN CONFORMANCE WITH THE 2213 CONCORD PIKE 1243 EASTON ROAD, STE 205 CURRENT VERSION OF THE DELAWARE MANUAL ON UNIFORM TRAFFIC CONTROL DEVICES FOR CONSTRUCTION WILMINGTON, DE 19803 WARRINGTON, PA 18976 PHONE: 302-736-7005 PHONE: 610-506-5489 DATE AND MAINTENANCE OPERATIONS. 14. ALL PROPOSED SIGNAGE (PYLON SIGNS, MONUMENT SIGNS) IS SUBJECT TO A SEPARATE CITY OF DOVER PERMIT 4. SITE ADDRESS: LEIPSIC ROAD AND IS ALSO SUBJECT TO A COMPREHENSIVE UNIFIED SIGN PLAN. DOVER, DE 19903 15. STORMWATER MANAGEMENT SEDIMENT/EROSION CONTROL SHALL BE IN ACCORDANCE WITH THE CURRENT 5. ZONING: EXISTING: DELAWARE SEDIMENT AND STORMWATER REGULATIONS BY THE DELAWARE DEPARTMENT OF NATURAL SC-2 (COMMUNITY SHOPPING CENTER) RESOURCES AND ENVIRONMENTAL CONTROL (DNREC). SWPOZ (SOURCE WATER PROTECTION OVERLAY ZONE TIER 3 16. CONTRACTOR SHALL REFER TO ARCHITECTURAL/STRUCTURAL DRAWINGS OF PROPOSED BUILDING FOOTPRINTS. EXCELLENT RECHARGE AREA) THE PROPOSED BUILDING FOOTPRINTS, AS SHOWN ON SITE PLAN, SHOULD ONLY BE USED AS A REFERENCE TO 3.28+/- AC ARE LOCATED WITHIN THE SWPOZ THE ABOVEMENTIONED PLANS. PROPOSED: SC-2, SWPOZ 17. WATER SUPPLY, SANITARY SEWER, AND STORM DRAIN LINES PROPOSED BY THIS PLAN ARE PRIVATE AND SHALL REVISION 6. PROPERTY USE: EXISTING VACANT BE MAINTAINED BY THE OWNER. BUILDING A BUILDING B BUILDING C BUILDING D 3 STORY APARTMENT BUILDING 3 STORY APARTMENT BUILDING 3 STORY APARTMENT BUILDING 3 STORY APARTMENT BUILDING PROPOSED APARTMENT COMPLEX 18. THE SITE CONTRACTOR SHALL NOTIFY THE CITY OF DOVER DEPARTMENT OF PUBLIC WORKS AT 302-736-7025 36 UNITS 15,600 SF (46,800 GSF) 36 UNITS 15,600 SF (46,800 GSF) 36 UNITS 36 UNITS PRIOR TO THE START OF CONSTRUCTION. A REPRESENTATIVE FROM THE CITY OF DOVER DEPARTMENT OF 15,600 SF (46,800 GSF) 15,600 SF (46,800 GSF) 7. SITE ACREAGE: EXISTING 15.00± ACRES (653,615± SF) PUBLIC WORKS MUST OBSERVE AND APPROVE ALL CITY OWNED WATER AND SANITARY SEWER PROPOSED 15.00± ACRES (653,615± SF) INTERCONNECTIONS AND TESTING. ALL WATER TAPS MUST BE PERFORMED BY A CITY OF DOVER APPROVED CONTRACTOR. THE PROPOSED LOCATION FOR THE WATER CONNECTION MAY NEED TO BE ADJUSTED IN THE 8. LIMIT OF DISTURBANCE: 15.00± ACRES FIELD DUE TO CONDITIONS OF THE EXISTING MAIN. POSSIBLE CONDITIONS THAT WOULD REQUIRE TAPPING RELOCATION INCLUDE PROXIMITY TO PIPE JOINTS, OTHER TAPS, CONCRETE ENCASEMENTS, CONFLICT WITH OTHER UTILITIES, AND THE LIKE. TEST HOLES MUST BE PERFORMED BY THE CONTRACTOR TO DETERMINE THE 9. C-4 ZONING REQUIREMENTS: BEST TAPPING LOCATION OR FOR ANY WORK REQUIRED BY THE CONTRACTOR TO MAKE AN APPROPRIATE AND LAWFUL CONNECTION. EV EV REQUIRED PROPOSED No. - 19. PART II, CHAPTER 180, ARTICLE III, SECTION 180-10 OF THE CODE OF KENT COUNTY REQUIRES THAT "NO PERSON MIN. LOT WIDTH 150 FT 1,195 FT SHALL DISCHARGE OR CAUSE TO BE DISCHARGED ANY STORMWATER, SURFACE WATER, UNCONTAMINATED MIN. LOT DEPTH 150 FT 518.5 FT GROUNDWATER, ROOF RUNOFF, SUBSURFACE DRAINAGE, UNCONTAMINATED NONCONTACT COOLING WATER OR MIN. FRONT YARD 20 FT 89 FT UNPOLLUTED INDUSTRIAL PROCESS WATERS TO ANY SANITARY SEWER", THIS SHALL INCLUDE CONDESATE. MIN. SIDE YARD 15 FT 101 FT SECTION 11-231 OF THE CITY OF DOVER CODE DEFINES STORM SEWER AS "ANY SYSTEM USED FOR CONVEYING BUILDING F BUILDING E MIN. REAR YARD 10 FT OR BUILDING HEIGHT 76 FT RAIN WATER, SURFACE WATER, CONDENSATE, COOLING WATER OR SIMILAR LIQUID WASTES, EXCLUSIVE OF 3 STORY APARTMENT BUILDING 36 UNITS 3 STORY APARTMENT BUILDING MIN. BUILDING SETBACK 50 FT (NONRESIDENTIAL ZONE) 89 FT 36 UNITS SEWAGE." THE CONTRACTOR, DEVELOPER, OWNER AND DESIGNERS SHALL ENSURE DURING CONSTRUCTION 15,600 SF (46,800 GSF) 15,600 SF (46,800 GSF) MAX. BUILDING HEIGHT 75', 6 STORIES 35', 3 STORIES THAT NO ILLEGAL DISCHARGES TO THE SANITARY SEWER SYSTEM ARE CREATED WITH THE SITE IMPROVEMENTS. STORMWATER MANAGEMENT FACILITY 14,184 SF MAX. IMPERVIOUS COVERAGE 75%/60%* 59%/ 44% *60% MAXIMUM IMPERVIOUS COVERAGE IN SWPOZ TIER 3 ZONE 20. BOUNDARY AND TOPOGRAPHIC SURVEY DATA SHOWN HERE WAS PREPARED BY TRANSITION ENGINEERING SURVEYING IN DECEMBER 2016. 21. IF THE APPROVED PLAN NEEDS TO BE MODIFIED, ADDITIONAL SEDIMENT AND STORMWATER CONTROL MEASURES 10. SITE COVERAGE: MAY BE REQUIRED AS DEEMED NECESSARY BY THE KENT CONSERVATION DISTRICT. EXISTING OPEN SPACE 577,436± SF (2.25± AC) 22.6% STORMWATER MANAGEMENT WOODS 13,200± SF (0.30± AC) 2.02% 22. THE KENT CONSERVATION DISTRICT RESERVES THE RIGHT TO ENTER PRIVATE PROPERTY FOR PURPOSES OF FACILITY 26,912 SF BUILDINGS 0± SF (0.00± AC) 0.0% PERIODIC SITE INSPECTION. CITY OF DOVER~KENT COUNTY~DELAWARE LOADIN GRAVEL 48,765± SF (0.00± AC) 0.0% 23. ALL OPEN SPACES AND STORMWATER MANAGEMENT FACILIGTIES SHALL BE MAINTAINED BY THE PROPERTY G ASPHALT 14,106 ± SF (7.70± AC) 77.4% DOVER APARTMENTS OWNER WITH THE RESPONSIBILITY OF THE MAINTENANCE TO BEGIN AT THE COMPLETION OF THE PROJECT. IT IS TOTAL 653,615± SF (15.00± AC) 100.0% SITE DEVELOPMENT PLAN THE RESPONSIBILITY OF THE CONTRACTOR TO MAINTAIN THE STORMWATER MANAGEMENT FACILITIES UNTIL THE PROPERTY OWNER TAKES OVER RESPONSIBILITY OF THE MAINTENANCE. PROPOSED OPEN SPACE 260,517± SF (5.98± AC) 39.9% 24. A WETLAND EVALUATION WAS CONDUCTED BY DUFFIELD ASSOCIATES IN JUNE 2017 AND NO WETLANDS WERE WOODS 6,840± SF (0.16± AC) 1.0% FOUND ON THE SITE. 36' BUILDINGS 100,708± SF (2.731± AC) 15.4% OTHER IMPERVIOUS 285,550 SF (6.56± AC) 43.7% 25. ANY GAS FIRED HVAC EQUIPMENT MUST BE EQUIPPED WITH EMERGENCY CUT OFF SWITCHES REMOTELY TOTAL 653,615± SF (15.0± AC) 100.0% LOCATED. SHEET INDEX 26. ADDRESS NUMBERS OF AT LEAST 12 INCHES IN HEIGHT MUST BE PLACED ON THE STREET SIDE OF THE BUILDING 11. BUILDINGS: EXISTING VACANT VISIBLE FROM THE STREET, 2 REQUIRED. OWNER / DEVELOPER'S PLAN DEVELOPMENT APPROVAL PROPOSED 6 APARTMENT BUILDINGS (216 UNITS): 94,927 SF C-001 INDEX SHEET 1 CLUBHOUSE: 5,872 SF 27. ANY NATURAL OR LP GAS BOTTLES, METERS, REGULATORS, ETC. MUST HAVE IMPACT PROTECTION. C-101 EXISTING FEATURES / DEMOLITION PLAN INDEX PLAN LEIPSIC ROAD 11 GARAGES: 17,243 SF 28. THIS SITE IS LOCATED FULLY WITHIN A SOURCE WATER PROTECTION OVERLAY ZONE (SWPOZ) - TIER 3 I JOSEPH DOPSOVIC, HEREBY CERTIFY THAT I AM THE OWNER OF THE PROPERTY C-201 SITE PLAN EXCELLENT RECHARGE AREA. DESCRIBED AND SHOWN ON THIS PLAN, THAT THE PLAN WAS MADE AT MY DIRECTION, C-301 UTILITY PLAN 12. PARKING: APARTMENT- 2.25 SPACES PER UNIT REQUIRED (216 * 2.25 = 486) AND THAT I ACKNOWLEDGE THE SAME TO ME BY ACT AND DESIRE THE PLAN TO BE C-901 CONSTRUCTION DETAILS SPACES PROVIDED = 428 DEVELOPED AS SHOWN AND IN ACCORDANCE WITH ALL APPLICABLE LAWS AND C-902 CONSTRUCTION DETAILS PARKING SPACES 373 REGULATIONS. C-903 CONSTRUCTION DETAILS GARAGE SPACES 55 C-904 CONSTRUCTION DETAILS REQUIRED ADA SPACES= 9 SPACES (1 VAN ACCESSIBLE) C-905 CONSTRUCTION DETAILS PROVIDED ADA SPACES= 12 VAN ACCESSIBLE SPACES __________________________________________ L-1 LANDSCAPE PLAN DATE JOSEPH DOPSOVIC, OWNER L-2 LANDSCAPE DETAILS AND NOTES 13. ACTIVE RECREATION: 275 SF OF AREA PER UNIT (216 * 275 = 59,400 SF) METROPOLITAN DEVELOPMENT GROUP L-3 LANDSCAPE DETAILS AND NOTES AREA PROVIDED = 53,566 SF 1243 EASTON ROAD, SUITE 205 FM-101 FIRE MARSHAL PLAN CLUBHOUSE BLOCK 33,566 SF WARRINGTON, PA 18976 DOG PARK 5,110 SF SHARED USE PATH 14,890 SF LEGEND: CERTIFICATION OF ACCURACY PR. RIGHT-OF-WAY LINE 14. BICYCLE PARKING 1 PARKING SPACE FOR EVERY 20 PARKING SPACES= 22 PR. PROPERTY LINE PR. LEASE LINE 15. SOURCE OF WATER: CITY OF DOVER I, KENNETH JAMES TAYLOR, JR., P.E., HEREBY CERTIFY THAT I AM A PR. BENCHMARK REGISTERED PROFESSIONAL ENGINEER WITH A BACKGROUND IN CIVIL PR. BUILDING SETBACK LINE 16. SOURCE OF SEWER: CITY OF DOVER ENGINEERING IN THE STATE OF DELAWARE, THAT THE INFORMATION PR. PAVING SETBACK LINE PR. EASEMENT LINE 17. SOURCE OF ELECTRIC: CITY OF DOVER SHOWN HERON HAS BEEN PREPARED UNDER MY SUPERVISION AND TO THE BEST OF MY KNOWLEDGE AND BELIEF REPRESENTS GOOD PR. BUILDINGS 18. SOURCE OF GAS: CHESAPEAKE UTILITIES ENGINEERING PRACTICES AS REQUIRED BY THE APPLICABLE LAWS OF PR. FENCES THE STATE OF DELAWARE. PR. ON-SITE CURB 19. TRASH COLLECTION: PRIVATE PR. ON-SITE ASPHALT 20. DUMPSTER REQUIREMENT: APARTMENT COMPLEX- 2 FOR FIRST 48 UNITS; THEN 1 PER EACH __________________________________ ADDITIONAL 24 UNITS DATE KENNETH JAMES TAYLOR, JR., P.E. PR. ON-SITE CONCRETE DUMPSTERS REQUIRED = 9 (316 UNITS) APPLICATION NO. REGISTRATION #21140 PR. ON-SITE GRAVEL DUMPSTERS PROVIDED= 9 KENT CONSERVATION DISTRICT NOTES: (6 PROVIDED, 3 FOR RESERVE) DATE: PR. ON-SITE STRIPING 1. IF THE APPROVED PLAN NEEDS TO BE MODIFIED DUE TO ERRORS, OMISSIONS, OR FIELD CONDITIONS, PR. RIPRAP MAY 6, 2022 ADDITIONAL SEDIMENT AND STORMWATER CONTROL MEASURES MAY BE REQUIRED AS DEEMED 21. BENCHMARK: CAPPED REBAR FND. #51 PR. OFF-SITE CURB NECESSARY BY THE KENT CONSERVATION DISTRICT. ELEVATION = 24.92' SCALE: 2. THE KENT CONSERVATION DISTRICT (KCD) RESERVES THE RIGHT TO ENTER PRIVATE PROPERTY FOR PR. OFF-SITE ASPHALT N: 430719.51' E: 624676.32' 1" = 100' PURPOSES OF PERIODIC SITE INSPECTION. PR. OFF-SITE CONCRETE 22. DATUM: HORIZONTAL: NAD 83 DE STATE PLANE GRID VERTICAL: N.A.V.D. 88 0 SHEET: C-001 3. THE OWNER IS RESPONSIBLE FOR PROPER OPERATION AND MAINTENANCE OF THE STORMWATER PR. OFF-SITE GRAVEL 100' 100' 200' MANAGEMENT FACILITIES ON SITE. DRAWING SCALE 1" = 100' 11

Item 1. LEGEND: PR. RIGHT-OF-WAY LINE LIGHT POLES FUTURE PR. PROPERTY LINE HVAC UNIT PR. LEASE LINE SANITARY SEWER LINE PR. BENCHMARK SANITARY SEWER MANHOLE 5400 LIMESTONE ROAD PR. BUILDING SETBACK LINE SANITARY SEWER FLOW ARROW PR. PAVING SETBACK LINE SANITARY SEWER FORCE MAIN PR. EASEMENT LINE STORM DRAIN LINE FOCUSED PR. CENTERLINE OF DITCH WILMINGTON, DE 19808-1232 STORM MANHOLE PR. CONTOUR ELEVATION STORM DRAIN FLOW ARROW PR. SPOT ELEVATION STORM DRAIN INLET STORM ROOF DRAIN TEL. 302.239.6634 PR. BUILDINGS WATER MAIN PR. FENCES WATER VALVE PR. SIGNS FIRE HYDRANT PEOPLE FAX 302.239.8485 PR. BOLLARDS WATER MANHOLE PR. ON-SITE CURB WATER WELL MONITORING WELL PR. ON-SITE ASPHALT PR. ON-SITE CONCRETE PR. ON-SITE GRAVEL PR. ON-SITE STRIPING PR. RIPRAP PR. OFF-SITE CURB P.E._21140 PR. OFF-SITE ASPHALT KENNETH JAMES TAYLOR, JR., P.E. PR. OFF-SITE CONCRETE PR. OFF-SITE GRAVEL PR. OFF-SITE SOLID STRIPING PR. OFF-SITE BROKEN STRIPING PR. OFF-SITE DASHED STRIPING STATE: DELAWARE COMMUNICATION LINE COMMUNICATION MANHOLE CABLE TELEVISION LINE FIBER OPTIC LINE TELEPHONE LINE TELEPHONE MANHOLE NATURAL GAS LINE NATURAL GAS MANHOLE OVERHEAD ELECTRIC LINE CHK'D BYDESIGNED BY: CHECKED BY: PROJECT NO. ELECTRIC POLE DRAWN BY: UNDERGROUND ELECTRIC LINE ELECTRIC MANHOLE SMH SMH KJT 14286 DATE ENTRANCE B ENTRANCE A REVISION 24' 24' 24' 15.8' 15.8' 6 9 6 7 15.8' 9 6 7 9 15.8' 5 6 9 5 BUILDING A BUILDING B BUILDING C No. 10' LANDSCAPE BUFFER 3 STORY APARTMENT BUILDING BUILDING D - 11 3 STORY APARTMENT BUILDING 3 STORY APARTMENT BUILDING 3 STORY APARTMENT BUILDING 36 UNITS 36 UNITS 36 UNITS 11 15,600 SF (46,800 GSF) 36 UNITS 15,600 SF (46,800 GSF) 15,600 SF (46,800 GSF) 15,600 SF (46,800 GSF) 15' 15' 6 9 6 7 9 6 7 15' 9 5 6 9 5 24' 24' 24' 5 8 5 8 5 5 8 5 5 5 5 CITY OF DOVER~KENT COUNTY~DELAWARE 10' LAN DSCAP DOVER APARTMENTS E BUFFE SITE DEVELOPMENT PLAN R 8 5 8 5 17 EV EV 5 5 8 24' 24' 50' BUIL DING S ETBAC K LINE 6 9 5 6 9 5 15' 15' SITE PLAN LEIPSIC ROAD 30' 3.8' BUILDING F BUILDING E 24' 3 STORY APARTMENT BUILDING 11 11 3 STORY APARTMENT BUILDING 11 36 UNITS 36 UNITS 15,600 SF (46,800 GSF) 15,600 SF (46,800 GSF) STORMWATER MANAGEMENT FACILITY 14,184 SF 15.8' 6 9 5 6 9 15.8' 5 10 10 R FE 24' UF 24' 24' EB ER AP FF SC BU ND E AP ' LA SC ND ' LA STORMWATER MANAGEMENT FACILITY 26,912 SF LOADIN G APPLICATION NO. DATE: MAY 6, 2022 SCALE: 50 INUI 'B 1" = 50' GLD SE 36' 50' 0 50' 100' SHEET: C-201 TB KAC LI NE DRAWING SCALE 1" = 50' 12

Item 1. FUTURE PLANT LIST TREES AND SHRUBS TREE PRESERVATION AND DENSITY REQUIRMENTS: KEY QUAN. BOTANICAL NAME COMMON NAME SIZE ROOT COMMENTS TYPE TREES 5400 LIMESTONE ROAD AF 13 ACER X FREEMANII FREEMAN MAPLE 2" CAL. B&B CANOPY · EXISTING WOODLAND AREA: 0 SF AR 7 ACER RUBRUM 'RED SUNSET' RED SUNSET RED MAPLE 2" CAL. B&B CANOPY · TOTAL NON-WOODLAND AREA: 433,601 SF GT 9 GLEDITSIA TRIANCANTHOS 'SKYLINE'SKYLINE HONEYLOCUST 2" CAL. B&B CANOPY FOCUSED · DENSITY: 1 TREE PER 3,000 SF OF NON-WOODLAND LOT AREA: 145 TREES REQUIRED NS 6 NYSSA SYLVATICA SWEETGUM 2" CAL. B&B CANOPY WILMINGTON, DE 19808-1232 EVERGREEN TREES (433,601 SF / 3,000 SF = 144.53) CL 40 CUPRESSUS × LEYLANDII LEYLAND CYPRESS 6' HT. B&B EVERGREEN · PROPOSED TREES: 145 TREES PROPOSED UNDERSTORY TREES TEL. 302.239.6634 AC 33 AUTUMN BRILLIANCE SERVICEBERRY6' HT. AMELANCHIER X GRANDIFLORA 'AUTUMN BRILLIANCE' B&B UNDERSTORY CC 19 CERCIS CANADENSIS 'ACE OF HEARTS' ACE OF HEARTSEASTERN REDBUD 6' HT. B&B UNDERSTORY CV 15 CHIONANTHUS VIRGINICUS WHITE FRINGETREE 6' HT. B&B UNDERSTORY PEOPLE LI 3 LAGERSTROEMIA INDICA X FAURIEI 'ZUNI' ZUNI CRAPE MYRTLE 5' HT. B&B UNDERSTORY FAX 302.239.8485 SHRUBS CA 17 CLETHRA ALNIFOLIA 'SIXTEEN CANDLES' SIXTEEN CANDLES SUMMERSWEET 5 GAL. CONTAINER5' O.C. SHRUB IG 21 ILEX GLABRA DENSA INKBERRY HOLLY 24" HT. CONTAINER SHRUB IVW 12 ILEX VERTICILLATA 'WINTER RED' WINTER RED WINTERBERRY HOLLY 36" HT. CONTAINER SHRUB IVW* 1 ILEX VERTICILLATA 'WINTER RED' WINTER RED WINTERBERRY HOLLY 36" HT. CONTAINER SHRUB - MALE MP 14 MYRICA PENSYLVANICA BAYBERRY 5 GAL. CONTAINER SHRUB PO 40 PHYSOCARPUS OPULIFOLIUS 'SUMMER WINE'SUMMER WINE NINEBARK 5 GAL. CONTAINER SHRUB RG 90 RHUS 'GRO-LOW' GRO-LOW DWARF FRAGRANT SUMAC5 GAL. CONTAINER3' O.C. SHRUB VD 35 VIBURNUM DENTATUM 'AUTUM JAZZ' AUTUM JAZZ VIBURNUM 5 GAL. CONTAINER5' O.C. SHRUB * MALE POLLINATOR HERBACEOUS CXD 954 CAREX 'ICE DANCE' VARIEGATED SEDGE 1 GAL. CONTAINER18" O.C. HERBACEOUS RLA #0285 PETER MOSCUFO, RLA STATE: DELAWARE CHK'D BYDESIGNED BY: DRAWN BY: CHECKED BY: PROJECT NO. PMo JJL KJT 14286 ENTRANCE B ENTRANCE A DATE AF AF AF AF AF GT GT GT GT GT GT GT GT GT AF AF AF AF AF AF AF AF NS NS NS NS NS NS 6 9 6 7 9 6 7 9 5 6 9 5 REVISION AC AC AC AC AC AC AR BUILDING A AC AC BUILDING B BUILDING C 10' LANDSCAPE BUFFER 3 STORY APARTMENT BUILDING AC AC AC AC BUILDING D 11 3 STORY APARTMENT BUILDING 3 STORY APARTMENT BUILDING 3 STORY APARTMENT BUILDING 36 UNITS 36 UNITS 36 UNITS 11 AR 15,600 SF (46,800 GSF) 36 UNITS AC AC 15,600 SF (46,800 GSF) 15,600 SF (46,800 GSF) AC AC AC AC 15,600 SF (46,800 GSF) AC AC AC AC AC AC AR No. - 6 9 6 7 9 6 7 9 5 6 9 5 AR DOVER APARTMENTS AT LEIPSIC ROAD 5 8 5 8 AR 5 5 8 5 5 5 5 10' LAN AC AC DSCAP E CC CC CC CC CC CC CC CC CC CC CC CC CC CC CC CC CC CC CC BUFFE R CV CV CC CC CC CC CC CV CV CV AC AC AR 8 5 CV 8 5 17 EV EV 5 5 8 50' BUIL AR CONCEPT LANDSCAPE PLAN DING S ETBAC K LINE 6 9 5 6 9 5 LI LI LI DOVER ~ KENT ~ DELAWARE AC 30' 3.8' CV BUILDING F AC BUILDING E 3 STORY APARTMENT BUILDING CV 11 AC 11 3 STORY APARTMENT BUILDING 11 36 UNITS CV 36 UNITS 15,600 SF (46,800 GSF) 15,600 SF (46,800 GSF) CV AC STORMWATER MANAGEMENT FACILITY 14,184 SF AC CV 6 9 5 6 9 5 10 10 R FE UF EB ER AP FF SC BU ND E CL CL CL CL CL CL CL CL CL CL CL CL AP CL CL CL CL CL CL CL ' LA SC CL CL CL CL CL CL CL ND CL CL CL CL CL CL CL CL CL CL CL CL ' LA STORMWATER MANAGEMENT CL CL FACILITY 26,912 SF LOADIN G LEGEND (LANDSCAPING) CANOPY/STREET TREE 50 UNDERSTORY TREE 'B INUI GLD EVERGREEN TREE 36' SE DATE: TB LI KAC SHRUBS MAY 6, 2022 NE TYPICAL PARKING LOT ISLAND PLANTING LAYOUT SCALE: OPTIONAL FENCE 1" = 50' 50' 0 50' 100' SHEET: DRAWING SCALE L-1 13

DOVER LEIPSIC ROAD APARTMENTS Item 1. N AMENITIES WALL / SEAT CONFERENCE ROOM 15' x 11' MANAGERS OFFICE 16' x 11' POOL 16' x 14' CLOSET CLUBHOUSE 36' x 27' 934 SQFT RESTROOM 8' x 7'6" BUSINESS CENTER FIRE PIT MAILBOXES DINING 24' x 12' 16' x 14' RESTROOM POOL SUN DECK MEDIA ROOM 28' x 15' COFFEE 16' x 14' 45' x 30' GOLF SIMULATOR 10' x 14' CLOSET OPT DOG WASH 8' x 8' FITNESS MAINTENENCE 28' x 25' 45' x 26' 700 SQFT 1078 SQFT 60' x 46' SPORT COURT PLAYGROUND 35' x 30' 14

Item 1. June 8, 2022 Via Electronic Mail Ms. Dawn E. Melson-Williams, AICP Principal Planner City of Dover 15 Loockerman Plaza Dover, DE 19901 Re: Dover Apartments at Leipsic Road, S-22-09 Active Recreation Requirements Cash-in-Lieu Request Tax Parcel No. 2-05-06805-01-1501-00001 City of Dover, Kent County, DE Dear Ms. Melson-Williams: Verdantas LLC is hereby submitting a request for consideration for partial cash-in-lieu for the Active Recreation Requirement for the Dover Apartments at Leipsic Road project on behalf of the developer, Metropolitan Group. The apartment property is 15.00 +/- acres with 3.28 acres being subject to the SWPOZ (Source Water Protection Overlay Zone) Tier 3: Excellent Recharge Area requirements. The proposed construction is for six (6) 3-story, 46,800 SF garden style apartment buildings each containing thirty-six (36) units for a total of 216 apartment units. Additionally, eleven (11) garage buildings, a Clubhouse with a pool and recreation facilities, parking, and a dog park are being proposed. Per the City of Dover Code, the active recreation requirement for this project is 275 SF of area per unit. This equates to 59,400 SF for this site. The plan currently proposes two areas to contribute to the active recreation requirements: a dog park (3,900 SF) and a clubhouse block (34,111 SF). The current proposed totals 38,011 SF, meaning the site has a deficit of 21,389 SF to meet the requirements. In the active recreation areas that have been provided, the plan proposes to provide a variety of spaces for activities. In the clubhouse block a car wash station, playground, half sports court, pool, and firepit area are being provided. Within the clubhouse itself there is also a fitness center, dog wash station, pool table, and golf simulator. There are several site constraints for this project limiting space for additional active recreation areas. The 3.28 acres in the SWPOZ are limited to no more than 60% impervious cover, so development in this area is being limited on what can be placed in that area. Additionally, the seasonal high-water table is high, which limits the 5400 Limestone Road Wilmington, DE 19808 | verdantas.com 1 \\Headquarters.duffnet.com\DFS\Share\Projects\14000\14286\Correspondence\Exports\Dover\2022-06-08 Active Recreation Cash-in-Lieu Letter\CIL Ltr- 15 14286-2022-06-08.docx

Item 1. Project number 14286 Dover Apartments at Leipsic Road infiltration capabilities and necessitates the footprints of the stormwater management facilities to be larger. As it has been discussed above, a variety of unique active recreation improvements have been proposed on this site. Due to limitations, a cash-in-lieu fee is being requested for the remaining requirement. An appraisal has not been conducted on the property. Please do not hesitate to contact us if you have any questions or comments about the above items. We appreciate your review of this project and consideration of the cash- in lieu request. Sincerely, VERDANTAS LLC K. James Taylor, Jr., P.E. Susan Handley Sr. Project Manager Project Engineer KJT/SMH:tm cc: Metropolitan Group 5400 Limestone Road Wilmington, DE 19808 | verdantas.com 2 \\Headquarters.duffnet.com\DFS\Share\Projects\14000\14286\Correspondence\Exports\Dover\2022-06-08 Active Recreation Cash-in-Lieu Letter\CIL Ltr- 16 14286-2022-06-08.docx

Item 1. ACTION FORM PROCEEDING: Council Committee of the Whole – Utility Committee DEPARTMENT OF ORIGIN: Electric DATE SUBMITTED: April 29, 2022 PREPARED BY: Paul Waddell, Electric Director SUBJECT: Award of Van Sant Operation and Maintenance Contract (2022-2027) REFERENCE: N/A RELATED PROJECT: N/A REVIEWED BY: Dave Hugg, City Manager; Lori Peddicord, Controller EXHIBITS: Exhibit #1 - Van Sant RFP O & M Response (TEA); Exhibit #2 - Second Amended and Restated Operation & Maintenance Agreement between the City of Dover and NAES Corporation EXPENDITURE REQUIRED: Approx. $5,137,200 over 6 years, averaging $856,200 per year AMOUNT BUDGETED: $1,754,000 annually (all O & M for Van Sant operations) FUNDING SOURCE (Dept./Page in CIP & Budget): TIMETABLE: Institute upon Council Approval RECOMMENDED ACTION: Staff recommends approving the terms of the contract between the City and NAES. BACKGROUND AND ANALYSIS NAES has been the current operator of Dover’s two generating stations, McKee Run and Van Sant. They operated both generating stations since 2006. Its operating and maintenance agreement has been amended and renewed two times and it expired on September 30, 2021. Dover’s generation, which now totals 42 MW due to the retirement of Unit 3 at McKee, requires a qualified operator through May 31, 2027, which is the estimated retirement date of the unit at Van Sant. The Energy Authority (TEA), Dover’s energy management company, in conjunction with City of Dover personnel drafted and advertised a Request for Proposal (RFP) to potential operations & maintenance companies to manage the unit through 2027. In April of 2021, the RFP was published and there were five (5) companies that expressed interest. In May 2021 only three (3) of the companies submitted responses and in June 2021 two companies were notified they had been “short listed” which resulted in a Q & A with those two companies. NAES and NRG were the two companies shortlisted and evaluated as potential candidates for the award. TEA compiled the pertinent data related to the proposal submissions and the clarifications from the Q & A sessions. This document outlines the requirements of the awarded company and their costs to supply those requirements, such as Fixed vs Variable, Other, Communications Link and Mobilization costs. It was the decision of TEA after careful evaluation to recommend the selection of NAES to continue the operation of the Van Sant unit. This is based on NAES offering the lowest cost and providing the lowest operational and transitional risk for the City of Dover. Members of the Resource Management Committee (RMC), consisting of the Interim City Manager, Controller, Electric Director and TEA Client Service Manager, concurred with the recommendation, and entered contract negotiations with NAES. The finalized version of the O & M Agreement has been provided and has been vetted by City leadership, Energy Attorney, and NAES personnel. This agreement will provide for staffing, maintenance, and operational support of the Van Sant unit through 2027. 17

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Exhibit #2 Item 1. SECOND AMENDED AND RESTATED OPERATION AND MAINTENANCE AGREEMENT between THE CITY OF DOVER, DELAWARE and NAES CORPORATION Dated as of __________________, 2022 37

Exhibit #2 Item 1. TABLE OF CONTENTS ARTICLE I - AGREEMENT .................................................................................................................. 1 ARTICLE II - DEFINITIONS ................................................................................................................ 2 ARTICLE III - RESPONSIBILITIES OF NAES.................................................................................. 9 ARTICLE IV - ITEMS TO BE FURNISHED BY OWNER ............................................................... 17 ARTICLE V - REPRESENTATIVES, BUDGETS AND REPORTS.................................................. 18 ARTICLE VI - LIMITATIONS ON AUTHORITY............................................................................. 21 ARTICLE VII - COMPENSATION AND PAYMENT ........................................................................ 22 ARTICLE VIII - TERM ........................................................................................................................... .24 ARTICLE IX - INSURANCE .................................................................................................................. 25 ARTICLE X - INDEMNIFICATION...................................................................................................... 27 ARTICLE XI - LIABILITIES OF THE PARTIES ............................................................................... .27 ARTICLE XII - CONFIDENTIALITY................................................................................................... 28 ARTICLE XIII - TITLE, DOCUMENTS AND DATA ......................................................................... 29 ARTICLE XIV - MISCELLANEOUS PROVISIONS........................................................................... 30 APPENDIX A – SCOPE OF SERVICES ................................................................................................ A-1 I. HOME OFFICE PERSONNEL: MOBILIZATION PERIOD SERVICES……….. A-1 II. NOTE USED…………………………………………………………………………… A-4 III. SITE PERSONNEL /NAES CONTROL AND DISPATCH: OPERATIONAL PERIOD SERVICES……………………………………………………………..…….. A-4 IV. HOME OFFICE OPERATIONAL PERIOD SERVICES INCLUDED IN OPERATIONAL PERIOD FEE ……………………………………………………… A-7 V. HOME OFFICE PERSONNEL SERVICES COMPENSATED UNDER SECTION 7.2(X)……………………………………………………………………….. A-9 VI. NAES SERVICES PERFORMED AT NEGOTIATED RATES…………………… A-9 APPENDIX B – PERFORMANCE ADJUSTMENT PROVISIONS..…..…………………………… B-1 APPENDIX C - FACILITY DESCRIPTION AND SPECIFICATIONS……………………………. C-1 APPENDIX D – NOTICES……………………………………………………………………………… D-1 APPENDIX E - SITE MAPS……………………………………………………………………………. E-1 APPENDIX F - HOME OFFICE PERSONNEL RATES…………………………………………….. F-1 38

Exhibit #2 Item 1. SECOND AMENDED AND RESTATED OPERATION AND MAINTENANCE AGREEMENT This SECOND AMENDED AND RESTATED OPERATION AND MAINTENANCE AGREEMENT (the “Agreement”) dated as of ___________ ___, 2022 (the “Effective Date”) by and among the City of Dover, Delaware (the “Owner” or “City”), a Delaware municipality, with offices located at 15 Loockerman Plaza., Dover, Delaware 19903, and NAES CORPORATION (“NAES”), a Washington corporation, with offices located at 1180 NW Maple Street, Suite 200, Issaquah, WA 98027. RECITALS 1. Owner owns the Facility (this and other capitalized terms are defined in Article II). 2. Owner desires to retain NAES for the provision of certain services at the Facility, and NAES agrees to perform such services under the terms and conditions set forth in this Agreement. NOW, THEREFORE, in consideration of the foregoing premises, and of the mutual covenants, undertakings and conditions set forth below, the Parties agree as follows: ARTICLE I - AGREEMENT 1.1. Agreement. This Agreement consists of the recitals, and the terms and conditions set forth in this Agreement, as well as the appendices that are referenced in the table of contents and attached to this Agreement. The recitals, appendices and terms and conditions must be read together to obtain a full understanding of the intent of the Parties. 1.2. Relationship of the Parties. Owner is retaining NAES as an independent contractor to operate and maintain the Facility on behalf of Owner. Subject to any limitations expressly set forth in this Agreement, Owner delegates to NAES, and NAES accepts from Owner, the responsibility of operating and maintaining the Facility, as more specifically described below. 1.3. Entire Agreement. This Agreement contains the entire agreement between the Parties with respect to operation and maintenance of the Facility and supersedes all prior negotiations, undertakings, agreements and business term sheets. Neither Party will be bound by or deemed to have made any representations, warranties, commitments or undertakings, except as expressly stated in this Agreement. 1 39

Exhibit #2 Item 1. ARTICLE II - DEFINITIONS 2.1 Rules of Construction. For all purposes of this Agreement (including the preceding sections and recitals) unless otherwise required by the context in which any defined term appears, capitalized terms have the meanings specified in this Article II. The singular includes the plural, as the context requires. “Includes” or “including” means “including, but not limited to.” The terms “ensure” and “reasonable efforts” will not be construed as a guarantee but will imply only a duty to use reasonable effort and care, consistent with Prudent Operating and Maintenance Practices, and will include reasonable expenditures of money and at least such efforts as NAES would undertake for its own assets or operations or for services provided to an Affiliate. “Gross negligence” will not be construed as simple or ordinary negligence, it being the intent of the Parties to preserve a distinction between errors made inadvertently while attempting to perform with due care and actions taken with a knowing disregard for a substantial foreseeable risk, notwithstanding whether a court would otherwise apply such distinction at common law. “Day” (regardless of capitalization) shall mean a calendar day, unless specifically designated as a Business Day. References to articles, sections and appendices mean the articles and sections of, and appendices to, this Agreement, except where expressly stated otherwise. 2.2 Definitions. For all purposes of this Agreement (including the preceding sections and recitals), unless otherwise required by the context in which any defined term appears, capitalized terms have the meaning specified in this Section 2.2. “Administrative Procedures Manual” means the manual, developed and provided by NAES that includes, among other things, information, policies, and procedures pertinent to NAES’s performance hereunder, including (i) reporting, (ii) correspondence and review procedures, (iii) procurement and contracting procedures, (iv) accounting, bookkeeping and record keeping, and (v) personnel procedures for NAES’s activities at the Facility. “Affiliate” means, with respect to any Person, any other Person that, directly or indirectly through one or more intermediaries, controls, is controlled by or is under common control with such first Person. The term “control” (including related terms such as “controlled by” and “under common control with”) means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of a Person, whether through the ownership of voting securities, by contract or otherwise. “Annual Facility Operating Plan” means the annual facility operating plan adopted pursuant to Section 5.3. “Agreement” means this Second Amended and Restated Operation and Maintenance Agreement, as the same may be modified or amended from time to time in accordance with its provisions. “Applicable Law” means any federal, state or local laws, regulations, codes, judgments, orders, and PJM requirements applicable to the operation of generation, Permits, licenses or government approvals as may be applicable to the Facility, Owner or NAES. 2 40

Exhibit #2 Item 1. “Bankruptcy” means a situation in which (i) a Person files a voluntary petition in bankruptcy or is adjudicated as bankrupt or insolvent, or files any petition or answer or consent seeking any reorganization, arrangement, moratorium, composition, readjustment, liquidation, dissolution or similar relief for itself under the present or future applicable Federal, state or other statute or law relative to bankruptcy, insolvency or other relief for debtors, or seeks or consents to or acquiesces in the appointment of any trustee, receiver, conservator or liquidator of such Person or of all or any substantial part of its properties (the term “acquiesce,” as used in this definition, includes the failure to file a petition or motion to vacate or discharge any order, judgment or decree within fifteen (15) days after entry of such order, judgment or decree); (ii) a court of competent jurisdiction enters an order, judgment or decree approving a petition filed against any Person seeking a reorganization, arrangement, moratorium, composition, readjustment, liquidation, dissolution or similar relief under the present or any future Federal bankruptcy act, or any other present or future Applicable Law relating to bankruptcy, insolvency or other relief for debtors, and such Person acquiesces and such decree remains unvacated and unstayed for an aggregate of sixty (60) days (whether or not consecutive) from the date of entry thereof, or a trustee, receiver, conservator or liquidator of such Person is appointed with the consent or acquiescence of such Person and such appointment remains unvacated and unstayed for an aggregate of sixty (60) days, whether or not consecutive; (iii) a Person admits in writing its inability to pay its debts as they mature; (iv) a Person gives notice, to any Governmental Authority of insolvency or pending insolvency, or suspension or pending suspension of operations; or (v) a Person makes a general assignment for the benefit of creditors or takes any other similar action for the protection or benefit of creditors (other than in the ordinary course of such party's business). “Budget” means a budget adopted pursuant to Section 5.3. “Business Day” means any day on which commercial banks in the location of the Facility are authorized to be open for business. “CMMS” means the computerized maintenance management system utilized by NAES at the Facility. “Control Center Director” has the meaning set forth in Section 5.1.3. “Confidential Information” has the meaning set forth in Section 12.1. “Dispute” has the meaning set forth in Section 14.7.1. “Due Date” means, with respect to any NAES invoice, the date that is thirty (30) days following the date on which NAES submits the invoice to Owner, except for charges that are disputed pursuant to Section 7.4 hereof, in which case the Due Date is thirty (30) days following the date of the final resolution of the dispute. “Effective Date” means the date first above written. 3 41

Exhibit #2 Item 1. “Emergency” means an event or act that is imminently likely to (i) endanger persons; (ii) damage, destroy, or cause a loss of all or any portion of the Facility; or (iii) damage, destroy, or cause a material adverse effect on the integrity or security of, the Owner’s electric distribution system; or (iv) an emergency declared by PJM. “Energy Manager” means an entity appointed by Owner as its agent to perform strategic dispatch of the Facility and acquire fuel and other products necessary to operate Van Sant Unit 11. “Environmental Law” means any federal, state or local statute, rule, regulation, order, code, Permit, directive or ordinance and any binding judicial or administrative interpretation or requirement pertaining to (i) the regulation and protection of health, safety, and the indoor or outdoor environment; (ii) the conservation, management, development, control or use of land, natural resources, or wildlife; (iii) the protection or use of surface water and ground water; (iv) the management, manufacture, possession, presence, use, generation, transportation, or handling of, or exposure to any Hazardous Material; or (v) pollution (including release of any hazardous substance to air, land, surface water and ground water). “Expiration Date” means May 31, 2028 “Extra Work” has the meaning set forth in Section 7.2(x). “Extraordinary Item” means any purchase order or contract for services issued by NAES on behalf of Owner in an amount greater than Twenty-five Thousand Dollars ($25,000) or an annual blanket purchase order or service contract or multiple purchase orders or service contracts with the same party that NAES reasonably anticipates will exceed Twenty-five Thousand Dollars ($25,000) during an Operating Year. “Facility” means the VanSant Unit 11 power generation facility located in Dover, Delaware, and includes all electrical and related structures and connections (up to the points of interconnection identified in Appendix C) that are located at the Site and used for the production of power for the benefit of Owner, all as more fully described in Appendix C. “Facility Agreements” means this Agreement, the Interconnection Agreement, the Fuel Acquisition Agreements, the PJM Agreement, applicable equipment maintenance agreements in effect or entered into from time to time by Owner, and equipment contracts with regard to warranties and equipment design and specifications and portions of the Financing Agreements, if any, relevant to this Agreement. “Facility Manuals” means Facility equipment manuals, system descriptions, system operating instructions, equipment maintenance instructions and pertinent design documentation created by the Persons that constructed the Facility or manufactured its equipment, to the extent provided to NAES by Owner pursuant to Section 4.4.1. 4 42

Exhibit #2 Item 1. “Financing Agreements” means any and all loan agreements, notes, bonds, indentures, security agreements, registration or disclosure statements, subordination agreements, mortgages, deeds of trust, participation agreements and other documents relating to the construction, interim and long-term financing for the construction, operation and maintenance of the Facility and any refinancing thereof (including a lease pursuant to which Owner is the lessee of the Facility) provided by the Lenders, including any and all modifications, supplements, extensions, renewals and replacements of any such financing or refinancing. “Force Majeure Event” has the meaning set forth in Section 14.6.1. “Fuel” means natural gas and fuel oil. “Fuel Acquisition Agreements” means, collectively, all agreements as shall be in effect from time to time between Owner and any other entity for the supply or delivery of Fuel to the Facility. “Governmental Authority” means any federal, state, local or foreign governmental department, commission, board, bureau, authority, agency, court, instrumentality or judicial or regulatory body or entity. “Hazardous Materials” means (a) any petroleum or petroleum products, radioactive materials, asbestos in any form that is or could become friable, urea formaldehyde foam insulation, and transformers or other equipment that contain dielectric fluid containing polychlorinated biphenyl’s (“PCBs”); (b) any chemicals, materials or substances that are now or hereafter become defined as or included in the definition of “hazardous substances,” “hazardous wastes,” “hazardous materials,” “extremely hazardous wastes,” “restricted hazardous wastes,” “toxic substances,” “toxic pollutants,” “pollution,” “pollutants,” “regulated substances,” or words of similar import under Applicable Law; or (c) any other chemical, material, substance or waste declared to be hazardous, toxic or polluting material by any Governmental Authority, exposure to which is now or hereafter prohibited, limited or regulated by any Governmental Authority. “Home Office Personnel” means the Operations Director and such other employees of NAES who are engaged in the provision of the Services, except for Site Personnel. “Interconnection Agreement” means the agreement dated September 12, 2004 by and between Owner and Delmarva Power & Light Company, as the same may be modified or amended from time to time in accordance with its terms. “Late Payment Rate” means the Prime Rate plus 1% of interest per annum as published in the Wall Street Journal, Borrowing Benchmarks Money Rates, Prime Rates (wsj-com/market- data/bonds/benchmarks). 5 43

Exhibit #2 Item 1. “Lender” means any entity or entities providing financing or refinancing under the Financing Agreements in connection with construction or permanent financing for the Facility, and their permitted successors and assigns. “Liabilities” has the meaning set forth in Section 10.1. “Management Fee” means the sum of one hundred and forty-five thousand five hundred and sixty-one dollars ($145,561) for the Operating Year and consists of the Management Fee of $75,000, the employee bonus of $45,561, the Maximum Performance Adjustment during the Term. “Maximum Performance Adjustment” means the sum of twenty-five thousand dollars ($25,000) for the Operating Year during the Term. “NAES” has the meaning set forth at the beginning of this Agreement and includes its successors and permitted assigns hereunder. “NAES Control and Dispatch” has the meaning set forth in Section 3.22. “NAES Indemnitees” has the meaning set forth in Section 10.2. “NAES Proprietary Information” has the meaning set forth in Section 13.3. “O&M Manuals” means the operating procedures and Facility systems descriptions, maintenance procedures, training, safety, chemistry and environmental manuals, together with the documents and schedules described in such manuals. "Operating Costs" has the meaning set forth in Section 7.3.1. “Operational Phase” means that period during the Term starting on the Effective Date and ending on the Expiration Date or such earlier date that this Agreement may be terminated. “Operational Phase Services” means those Services to be performed by NAES during the Operational Phase, as described in Section 3.1 and listed in Appendix A. “Operating Year” means the period that commences on the Effective Date and ends annually on May 31, or such earlier date that this Agreement may be terminated during such Operating Year. “Operations Director” has the meaning set forth in Section 5.1.1. 6 44

Exhibit #2 Item 1. “Owner” has the meaning set forth at the beginning of this Agreement and includes Owner’s successors and permitted assigns hereunder. The Owner may be represented by the Owner’s Representative as described in Section 5.2. “Owner Indemnitees” has the meaning set forth in Section 10.1. “Owner’s Representative” has the meaning set forth in Section 5.2. “Party” means a party to this Agreement and “Parties” means, collectively, both Parties to this Agreement, unless the context clearly requires a different construction. “Performance Adjustment” has the meaning set forth in Section 7.7. "Permit" means any permit, license, consent or approval that is required for the operation or maintenance of the Facility or the performance of any Service and includes Permits required under Environmental Laws. “Person” means any Party, individual, partnership, corporation, association, limited liability company, business trust, government or political subdivision thereof, governmental agency or other entity. “PJM” means PJM Interconnection, LLC, its successors and assigns. “Plan” means a plan adopted pursuant to Section 5.3. “Plant Manager” has the meaning set forth in Section 5.1.2. "Pollution and Contamination" means any ground or air pollution caused by NAES in violation of Environmental Law. “Pollution and Contamination” includes Hazardous Materials present on the Site on July 1, 2006 that are not managed by NAES thereafter in accordance with Environmental Law. "Pre-existing Pollution and Contamination" means (i) ground or air pollution caused by Owner in violation of Environmental Law; or (ii) any Hazardous Material present at the Site on June 30, 2006, or brought to the Site thereafter by the Owner. “Prudent Operating and Maintenance Practices” means those practices, methods and acts generally employed in the power generation industry that at the particular time in question, in the exercise of reasonable judgment in light of the facts known at the time the decision in question was being made, would have been expected to accomplish the desired result of such decision consistent with the goals established in a Budget and Plan, and the requirements of Applicable Law. With respect to NAES, Prudent Operating and Maintenance Practices are not limited to the optimum 7 45

Exhibit #2 Item 1. practices, methods or acts to the exclusion of all others, but rather include a spectrum of possible practices, methods or acts commonly employed in the power generation industry, including taking reasonable actions to provide (i) adequate materials, resources and supplies, to the extent within the control of NAES and available to meet Facility needs; (ii) a sufficient number of operators who are available and adequately trained to operate the Facility; and (iii) the timely performance of preventive, routine, and non-routine maintenance and repairs, as exemplified and generally described in Appendix A, subject, in all cases, to the limitations on NAES’s authority and duties as set forth in this Agreement. “Rated Capacity” means the capacity of the Facility, expressed in megawatts for various Site ambient conditions, as the same shall be adjusted for degradation and actual equipment performance, from time to time, by agreement of NAES and Owner in good faith pursuant to protocols in the Administrative Procedures Manual but in no case shall it be less than 42.5 megawatts. “Reimbursable Costs” has the meaning set forth in Section 7.2. “Remote Dispatch Services” has the meaning set forth in Section 3.22. “Remote Dispatch Services Fee” means the sum of fifty thousand four hundred dollars ($50,400) for the Operating Year during the Term. “Services” means all the work to be performed by NAES as described or referenced in Article III and listed in Appendix A. “Site” means the land on which the Facility is situated, as more fully described in Appendix E. “Site Personnel” has the meaning set forth in Section 3.6.1. “Standards of Performance” has the meaning set forth in Section 3.5. “Term” means the period beginning on the Effective Date and ending on the Expiration Date. “Termination Payment” has the meaning set forth in Section 8.2. “Termination Transition Period” has the meaning set forth in Section 8.5. "U.S. Dollars" or "Dollars" means United States Dollars, the lawful currency of the United States of America. 8 46

Exhibit #2 Item 1. ARTICLE III - RESPONSIBILITIES OF NAES NAES will perform the Services listed in Appendix A, in order to operate and maintain the Facility on behalf of Owner. This Article III sets forth the processes, limitations and standards applicable to NAES’s performance of the Services. 3.1 Operational Phase. During the Operational Phase, NAES will have day-to-day operational control over the Facility and will perform the Operational Phase Services. 3.2 Procurement. 3.2.1 General. Subject to a Budget and Plan, NAES will procure goods, services, consumables, parts, tools, and equipment as needed from time to time for the operation and maintenance of the Facility consistent with the Administrative Manual Procurement, “AMP 501”, as amended and updated. NAES will nominate, subject to Owner’s written approval, responsible Persons from among the Site Personnel to sign purchase orders on behalf of Owner; provided, however, that such purchase orders will be signed in the name of Owner and will be for the exclusive benefit of Owner and the Facility. NAES will negotiate with vendors from standard terms and conditions that are set forth in the Administrative Procedures Manual, including reasonable warranties in favor of Owner. NAES will utilize AMP 501 purchasing procedures except when (i) the cost of conducting a competitive bidding process is likely to outweigh the potential savings it would produce; (ii) the goods, consumables, parts, tools, and equipment are not available from more than one vendor; (iii) purchases are required to respond to an Emergency; or (iv) such other purchasing procedures are likely to result in a price as low or lower than that resulting from competitive bidding. NAES shall consult with Owner, provide a complete explanation and rationale, and disclose all aspects of the transaction whenever in its opinion exceptions (i), (ii), or (iii) apply. NAES may contract with one or more subcontractors to perform any part, but not all, of the Services, but any such subcontract shall not relieve NAES of any of its obligations under this Agreement or create any relationship between Owner or the subcontractor. 3.2.2 Non-Budgeted Items. NAES will not exceed the overall total spending approved in a Budget without prior written approval from Owner; provided, however, that subject to Section 3.13 hereof, no such approval by Owner is required if, in NAES’s reasonable judgment, such purchases are required to address an Emergency. 3.2.3 Extraordinary Items. Notwithstanding that a purchase is contemplated by a Budget, NAES will obtain Owner’s written approval prior to procurement of any Extraordinary Item. Owner may elect to directly procure Extraordinary Items. 3.2.4 Contract Administration. NAES will administer routine vendor relations under purchase orders and contracts for service issued by NAES on behalf of Owner. NAES will also perform those day-to-day operational tasks required under the Facility Agreements, as 9 47

Exhibit #2 Item 1. requested by Owner, including communicating fuel supply requirements and reporting power sales in accordance with Owner’s written specifications. NAES will not be deemed to have assumed any of Owner’s contractual obligations under the Facility Agreements by means of such performance. 3.2.5 Affiliate Contracts. If NAES intends to issue a purchase order to an Affiliate of NAES, the costs of which are Operating Costs, the terms of any such purchase order will be in accordance with normal commercial practice, at arm’s length on such terms as would be appropriate if the purchase order had been entered into with a Person other than an Affiliate of NAES. All such purchase orders are subject to disclosure and prior written approval by Owner. 3.3 Waste Management. In accordance with Applicable Law and subject to Section 3.15 hereof, NAES will collect, store and manage on the Site all wastes (including Hazardous Materials) generated by the operation and maintenance of the Facility. NAES will coordinate with third party waste transportation and disposal providers for the removal of wastes from the Site by such third parties for disposal. 3.4 Rated Capacity. NAES will use its reasonable efforts to operate the Facility at its Rated Capacity without unnecessarily decreasing its useful life or increasing the scheduled maintenance of the Facility, unless otherwise directed by Owner or constrained by Prudent Operating and Maintenance Practices, scheduled maintenance, insufficient fuel, restrictions of operating Permits, a Force Majeure event, a Budget and Plan, or the limitations or condition of the Facility (as degraded from time to time). In discharging its obligations under this Section 3.4, NAES will operate the Facility so as to comply with any applicable dispatch instructions of the PJM or Owner (or any successor of either, or other Person identified by Owner in writing to NAES as being authorized to provide dispatch instructions). In a situation not involving an Emergency, in the event NAES receives conflicting dispatch instructions, NAES will follow the dispatch instructions of Owner; provided, however, in the event of an Emergency, NAES will follow the instructions of PJM. NAES will inform Owner of any Emergency action as soon as reasonably practicable under the circumstances. NAES will give Owner prompt notice of any inability to make deliveries of power or capacity, and of any outages. In case of any interruption, curtailment or reduction in (i) supplies of fuel, or (ii) acceptance of energy or capacity by PJM, or in case of any other constraint being imposed on NAES, NAES will promptly upon such event or upon receipt of notice thereof, notify Owner thereof and of its plan to restore operation and of any plan by the counter-party (where a Facility Agreement is involved) to do so (if NAES has been notified thereof), and will upon removal of the constraint, use its reasonable efforts to restore full Facility operation in accordance with this Section 3.4. 3.5 Standards for Performance of the Services. NAES will perform the Services in all material respects in accordance with the following documents, which will be referred to in this Agreement as “Standards of Performance”: (i) the O&M Manuals, (ii) the contractor, manufacturer and vendor warranties and Facility Manuals provided by Owner to NAES, (iii) the applicable Budget and Plan, (iv) all Applicable Laws, (v) Prudent Operating and Maintenance Practices, (vi) insurer requirements delivered to NAES by Owner in writing, (vii) the requirements in the Facility Agreements (as and to the extent provided to NAES) in accordance with Section 3.8 10 48

Exhibit #2 Item 1. and (viii) this Agreement. Subject to the other provisions of this Agreement, NAES will perform the Services and other obligations under this Agreement in a manner consistent with Owner’s directions. Actions taken (or not taken) by NAES pursuant to Owner’s direction will be deemed to be within the Standards of Performance, and NAES will have no liability for acting or refraining to act in accordance with Owner’s directions. 3.6 Personnel Matters. 3.6.1 General. NAES will provide and make available as necessary, in accordance with the requirements of the Budget and Plan, all labor and professional, supervisory and managerial personnel required to perform the Services. Such personnel will be qualified for the duties to which they are assigned. All individuals employed by NAES in the performance of the obligations under this Agreement and who are permanently assigned to the Facility (the “Site Personnel”)and “Home Office Personnel” will be employees of NAES or its Affiliates, and their working hours, rates of compensation and all other matters relating to their employment will be determined solely by NAES (subject to Owner's approval rights with respect to the Budget and with respect to certain Site Personnel as provided in Sections 3.6.2 and 3.6.3). NAES will retain sole authority, control, and responsibility with respect to its employment policy and its employees. No City employee is included in the Site Personnel. NAES will submit for Owner's approval the staffing requirements for the Facility. 3.6.2 Selection of Plant Manager. NAES will submit its selection for Plant Manager to Owner, who will have written approval over NAES's selection of such person. 3.6.3 Replacement of Plant Manager. NAES will inform Owner of its intent to replace the Plant Manager. Prior to employment of the replacement Plant Manager, NAES will obtain Owner’s written approval. 3.6.4 Recognition of Union. If an official labor organization represents the Site Personnel, NAES shall recognize and enter into good faith negotiations with it, taking into account the cost that staffing and operating the Facility has on overall utility rates. 3.6.5 Negotiation of a Collective Bargaining Agreement. NAES shall be responsible for the labor agreement, including any extension and/or modification to the existing agreement; however, if any such negotiation results in a contingent or ongoing liability to the City upon termination of NAES for any reason including expiration of this Agreement, such obligation will be disclosed to and approved by the Owner prior to acceptance by NAES. 3.7 Inventory. NAES will be responsible for proper maintenance, control and storage of the inventory located at the Facility on the Takeover Date, and of all subsequently procured inventory throughout the Term, and will be responsible, subject to Section 3.2, for purchasing such additional inventory as NAES may determine to be necessary or appropriate from time to time. NAES is authorized to receive and store materials and supplies on behalf of Owner that Owner directly purchased. 11 49

Exhibit #2 Item 1. 3.8 Compliance with Facility Agreements. NAES will abide by the requirements of the Facility Agreements as delivered to NAES and will otherwise cooperate in good faith with and assist Owner in complying with all material terms contained in such Facility Agreements, in each case to the extent related to the performance of the Services. NAES will incorporate any requirements contained in Facility Agreements, as needed, into the Administrative Procedures Manual. This Section 3.8 will not be deemed to make NAES a party to the Facility Agreements or to impose any obligations on NAES under the Facility Agreements. NAES will not be charged with knowledge of the form or content of any Facility Agreement unless and until it has been provided to NAES by Owner. 3.9 Permits. NAES will obtain Permits required by Applicable Law to be in NAES’s name. NAES will supply data and other information to support Owner’s efforts to secure and maintain in effect all Permits in Owner’s name. All environmental Permits (whether relating to Hazardous Materials or otherwise) will be solely in the name of Owner. NAES will assist Owner in securing renewals or replacements of all environmental Permits by supplying data and information to Owner with regard to the operation and maintenance of the Facility. 3.10 Compliance with Applicable Laws. NAES will comply with all Applicable Laws. NAES will notify Owner immediately upon becoming aware of any actual or potential non- compliance and will cooperate with Owner to remedy such non-compliance. To alert Site Personnel to compliance issues, NAES will insert appropriate procedures in the O&M Manuals, including procedures related to safety and environmental matters, and will conduct regular training sessions on compliance issues for Site Personnel. NAES will conduct all inspections or tests required by Applicable Law. 3.11 Operating Records and Reports. NAES will prepare and maintain in good order at the Site operating logs, records and reports documenting the operation and maintenance of the Facility. Such operating data will include meter, gauge and monitoring readings, maintenance records, fuel records, and other information required for compliance with the Standards of Performance. NAES will also compile and maintain such information, reports and data related to NAES’s management of any wastes and Hazardous Materials located at the Site as required to comply with Environmental Laws. All operating data, reports, records, and other information that may be submitted to any Governmental Authority by NAES on behalf of Owner will be transmitted to Owner where possible prior to filing and in any event contemporaneously with such filing. Records and reports shall be maintained at the Facility and no records and reports shall be removed or destroyed without the prior written consent of the Owner. 3.12 No Liens or Encumbrances. NAES will keep and maintain the Facility free and clear of all liens and encumbrances resulting from the personal debts and obligations of NAES or the failure of NAES to perform its duties hereunder in accordance with the Standards of Performance. 3.13 Emergency Action. In the event of an Emergency, NAES will take immediate action to prevent or mitigate any damage, injury or loss threatened by such Emergency. NAES will notify Owner of such Emergency within thirty minutes following the Emergency’s onset and will advise Owner about NAES’s response thereto. NAES will submit a report to Owner within 12 50

Exhibit #2 Item 1. 48 hours following the conclusion of the Emergency describing the cause of the Emergency (if known), NAES’s response, and any measures recommended by NAES to prevent the Emergency’s recurrence. NAES may expend such funds as necessary to respond immediately to an Emergency but will advise Owner of such expenditures and obtain Owner’s approval of any additional expenditures as soon as is reasonably practicable thereafter. 3.14 O&M Manuals. NAES will maintain, review, and submit to Owner for approval recommendations for changes to the O&M Manuals when NAES deems any changes are advisable. If Owner submits to NAES proposed revisions or updates to the O&M Manuals, NAES will, within thirty (30) days of receipt, submit written comments thereon to Owner, and thereafter the Parties will negotiate a final disposition of such proposal. The O&M Manuals will remain in effect for the Term, subject to such revision, amendment or supplementation as may be either (i) required to ensure continued compliance with Applicable Laws or the Standards of Performance, or (ii) agreed in writing by the Parties. NAES will draft, certify and comply with a Spill Prevention, Control, and Countermeasures Plan that is specific to the Facility. 3.15 Incorporated Services. The Services shall be deemed to include supplementary matters either practical or essential to the efficient execution of the Services, whether those supplementary matters are indicated by this Agreement, the Facility Agreements, or otherwise, so long as such supplementary matters are not outside of the scope of Services and would not otherwise materially and adversely affect NAES’s obligations under this Agreement. 3.16 Site Procedures; Safety. NAES shall perform all Services in accordance with the Site procedures, including those relating to safety, security and fire prevention. NAES shall establish and maintain a safety program designed so that the Services will be performed in a safe manner and in accordance with all Applicable Laws governing safety. 3.17 PJM Tariffs/Rules. NAES acknowledges that it is familiar with PJM’s tariffs and other PJM system rules relating to the offering of the Facility into the PJM markets. NAES further agrees that its performance of its obligations under this Agreement will comply in all material aspects with these rules, and to exercise the degree of diligence required by Prudent Operating and Maintenance Practices to assure that any data or information provided to the Owner or the Energy Manager as to Facility availability, capacity and operating conditions are accurate at the time made based upon the best information available and the analysis of such information. NAES further agrees to: (i) perform its obligations under this Agreement, including the Services, in a manner to avoid and/or minimize any and all market consequences, sanctions or penalties that may result from the failure of the Facilities (or any portion thereof) to perform; (ii) comply with PJM dispatch instructions to the extent such information is received from Owner or Energy Manager; and (iii) provide Owner, Energy Manager, Control Center Director, and PJM such information as PJM reasonably requests. 3.18 Environmental Permits. 3.18.1 Air Permit. Owner is responsible for maintaining the air permit for the Facility in accordance with the State of Delaware Title V Air Permitting Program as authorized 13 51

Exhibit #2 Item 1. pursuant to Title V of the Clean Air Act, 42 U.S.C. 7651 et seq. NAES shall collect data, prepare reports and oversee Facility compliance with the air permit. 3.18.2 NPDES Permit. Owner is responsible for maintaining any wastewater discharge permit for the Facility in accordance with the State of Delaware National Pollutant Discharge Elimination System Permitting program as authorized pursuant to the Federal Water Pollution Control Act, 33 U.S.C. 1251 et seq. NAES shall collect data, prepare reports and oversee Facility compliance with the wastewater discharge permit. 3.18.3 Environmental Monitoring and Reporting. NAES shall be responsible for all environmental monitoring and reporting in connection with the Facility and the Site as required by Applicable Law, including all Toxic Release Inventory reports and chemical inventory reports required under the Emergency Planning and Community Right-to-Know Act, as codified in the Comprehensive Environmental Response, Compensation, and Liability Act, 42 U.S.C. 9601 et seq. 3.19 Environmental Responsibility. 3.19.1 Title to, ownership of, and legal responsibility and liability for, any and all Pollution and Contamination, other than Pre-existing Pollution and Contamination, shall at all times remain with NAES. 3.19.2 NAES will, at NAES's sole expense and risk, take such action as may be required to mitigate and correct the occurrence and effects of Pollution and Contamination. Such actions include arranging for handling, storage, transportation, treatment and disposal of all Pollution and Contamination. NAES will be solely responsible for obtaining a disposal site for Pollution and Contamination. NAES will look to the disposal facility and/or transporter for any responsibility or liability arising from improper disposal or transportation of Pollution and Contamination. Owner will not have or exert any control over NAES in NAES's obligations or responsibilities in the storage, transportation, treatment or disposal of any Pollution and Contamination. NAES will complete and execute any forms or other documents necessary to comply with any law or requirement of any Governmental Authority relating to the generation, storage, handling, treatment, transportation, or disposal of Pollution and Contamination. In the event that Owner executes or completes any such forms, Owner will be, and will be deemed to have acted as, NAES's agent. For the avoidance of doubt, the foregoing liability of NAES does not apply where NAES has managed Hazardous Materials on the Site in compliance with Environmental Law and delivered such Hazardous Materials to licensed third party providers of transportation and disposal services, in which case title to, ownership of, and legal responsibility for, any and all releases of such Hazardous Materials shall remain with Owner. 3.19.3 NAES will not dispose of any waste or Hazardous Materials on the Site, nor will it bring any waste or Hazardous Materials from any other location for treatment, storage, or disposal on the Site. NAES will be responsible for discharging waste or effluent from the Site in violation of an applicable Permit. 14 52

Exhibit #2 Item 1. 3.19.4 NAES will not cut any trees, conduct any mining operations, remove any sand, gravel or similar substances from the ground, commit waste of any kind, or in any manner substantially change the contour or condition of the Site, except as required for maintenance of the normal right of way and Facility maintenance and operation as contemplated herein. 3.19.5 In the event NAES discovers any historical, archeological, architectural or other cultural artifacts, relics, remains or objects of antiquity at the Site, NAES will immediately notify Owner before disturbing such artifacts, relics, remains or objects. 3.19.6 NAES will disclose fully to Owner in writing any operating changes, spills, releases, contamination or other environmental condition that could lead to degradation of the Site or violate any Applicable Law then in effect; any citations or warnings for violations of any Applicable Law; and any other act or omission that could lead to liability under any law or requirement of a Governmental Authority. NAES will inform Owner in writing within 24 hours of the occurrence of any of the foregoing of the measures NAES has undertaken and proposes to take and what other responses to address the situation and prevent its recurrence. Owner may conduct a Phase 1 environmental review during the Term; NAES shall cooperate in such environmental review. 3.19.7 Compliance with Environmental Laws. During the Term of this Agreement, NAES shall cooperate and assist Owner with Owner’s acquisition of data and information, and preparation and filing with appropriate Governmental Authorities of any notices, plans, submissions, or other materials and information necessary for compliance with applicable Environmental Laws and the requirements of any Permits related to the Facility. All such environmental reports shall be submitted by, and in the name of, Owner and not NAES. All costs associated therewith, including the costs of any outside consultants, legal services, Governmental Authority charges, sampling and remedial work, shall be paid by Owner as an Operating Cost. Any action taken by NAES pursuant to any such applicable Environmental Law, including proceedings and filings made in connection therewith, shall be undertaken, and any Home Office Costs associated with any such compliance action shall only be incurred, by NAES with Owner's prior consent, unless a Governmental Authority or Applicable Law requires NAES to incur such costs and expenses prior to obtaining such consent. 3.19.8 Corrective Action. Nothing contained herein shall be construed as requiring NAES to take any corrective action with respect to the operation, maintenance, use or condition of the Facility unless (y) affirmatively and expressly directed in writing to so do by Owner and appropriate funding is made available by Owner, or (z) affirmatively and expressly directed to do so by a Governmental Authority, in order to comply with any Environmental Law, in which case the cost of any corrective actions so undertaken shall be deemed an Operating Cost. Owner shall serve as the “Responsible Official” for purposes of Clean Air Act permitting and reporting, as “Designated Representative” for purposes of applicable environmental “Cap and Trade” programs requiring such, including but not limited to Acid Rain Program, Clean Air Interstate Rule or its replacement and Regional Greenhouse Gas Initiative, as applicable, and as corporate responsible official for other environmental programs, permitting and reporting. NAES and Owner agree (i) in the course of performing Services under this Agreement, neither NAES nor any of its officers, directors, employees, agents, representatives or Affiliates (collectively, the 15 53

Exhibit #2 Item 1. “NAES Parties”) is, has been or will be asserted by Owner to be, nor will any such Person have responsibility as, in each case before an environmental protection government agency, an “operator” of the Facility for purposes of, and as that term is used in, Environmental Law; and (ii) Owner shall not assert before any environmental protection governmental agencies that a NAES Party is the operator of the Facility for purposes of Environmental Law. Owner agrees to use its commercially reasonable efforts to take or cause to be taken all reasonable actions, to do or cause to be done and to assist and cooperate with NAES in doing all reasonable things to establish before such environmental governmental protection agencies that no NAES Party is the “operator” of the Facility. 3.20 Income Taxes. Notwithstanding any other provision of this Agreement, NAES shall be responsible for and pay all income taxes and any withholding taxes or other taxes assessed or based upon NAES’s corporate existence or income imposed directly or indirectly upon NAES. 3.21 Daily and Monthly Operations Reports. Each day during the Operational Phase, NAES will prepare and deliver an operation report to Owner (in a form approved by Owner) that summarizes the Services performed by NAES during the immediately preceding day. Upon Owner’s request, each month during the Operational Phase, NAES will prepare and deliver to Owner an operation report (in a form approved by Owner) summarizing the Services performed by NAES during the immediately preceding month. 3.22 Remote Dispatch. During the Term of this Agreement, NAES shall maintain and operate a control center staffed twenty-four (24) hours per day, seven (7) days per week, with appropriately trained operators (“NAES Control and Dispatch”) to receive and send dispatch instructions received from Owner (or any other Person identified by Owner in writing to NAES as being authorized to provide dispatch instructions) in accordance with established Remote Dispatch procedures (“Remote Dispatch Services”). NAES Control and Dispatch shall have an alternate facility available to provide Remote Dispatch Services all of which shall be considered Remote Dispatch. ARTICLE IV - ITEMS TO BE FURNISHED BY OWNER 4.1 General. Owner expressly reserves the authority to make, and will make, such business and strategic decisions as it deems appropriate from time to time in reference to the operation and maintenance of the Facility. Owner will furnish to NAES, at Owner's expense, the information, services, materials and other items described in this Article IV. All such items will be made available at such times and in such manner as may be reasonably required for the expeditious and orderly performance of the Services by NAES. 4.2 Information. Owner will provide to NAES copies of all Facility Agreements and any modifications or additional Facility Agreements promptly after execution of Facility Agreements, as well as copies of all technical, operational and other Facility information reasonably available to Owner or in Owner's possession and supportive of NAES’s performance of the Services. Subject to the Standards of Performance, NAES will be entitled to rely upon any information provided by Owner or any of the other parties to the Facility Agreements in the performance of the Services. NAES acknowledges receipt of the documentation described herein. 16 54

Exhibit #2 Item 1. 4.3 Access to Facility. Owner will provide NAES unlimited access to the Facility and the Site as required to provide the Services. 4.4 Other Owner Supplied Items. Owner has made, agrees to make, or cause to make, available to NAES the following items: 4.4.1 Facility Manuals. Owner will provide, or cause to be provided, the master copies of the Facility Manuals to NAES for use in development of the O&M Manuals. Thereafter, Owner will provide any updates to the Facility Manuals received from equipment manufacturers to NAES and NAES shall incorporate them into the O&M Manuals. 4.4.2 Fuel; Water; Stand-by Electricity. Owner will furnish and deliver, or arrange to furnish and deliver, to the Facility fuel, water and stand-by electricity. 4.4.3 Spare Parts and Supplies. Owner will provide and furnish, or cause to be provided and furnished, to NAES an inventory of spare parts and supplies as necessary for NAES to perform the Services and fund additional purchases as set forth in a Budget. 4.4.4 Instructions, Approvals. Owner will provide or cause to be provided to NAES all instructions NAES is required to obtain in accordance with this Agreement, including dispatch instructions for purpose of Remote Dispatch. Owner will not unreasonably withhold approvals required by this Agreement. Owner will not direct NAES to take any action inconsistent with Applicable Law or otherwise adversely affecting the safety, health or protection of, or otherwise endangering any persons or property located at or about the Facility. 4.4.5 Budgeting. Owner shall make timely and commercially reasonable budgeting decisions to permit the Facility to operate safely and in accordance with Applicable Law and to permit NAES to perform its obligations hereunder. 4.5 Facility Agreements. Owner will administer (except to the extent certain day-to- day operational tasks have been delegated to NAES under Section 3.2.4) and comply with the Facility Agreements. Owner will provide NAES written notice of any changes to requirements under the Facility Agreements or a copy of any agreement replacing any Facility Agreement. 4.6 Permits. Owner will obtain from the appropriate Governmental Authorities, all Permits for the ownership, operation and maintenance of the Facility other than Permits required by Applicable Law to be in the name of NAES. 4.7 Communications. Owner shall provide and furnish to NAES the equipment and fiber needed for Remote Dispatch to interface with the Facility. ARTICLE V - REPRESENTATIVES, BUDGETS AND REPORTS 17 55

Exhibit #2 Item 1. 5.1 Representatives of NAES. 5.1.1 Operations Director. NAES has appointed an “Operations Director” from its Home Office Personnel who will be authorized to represent NAES with Owner concerning NAES’s performance of the Services. The Operations Director will also supervise the Home Office Personnel in supporting the Site Personnel. NAES is bound by the written communications, directions, requests and decisions made by the Operations Director. NAES will notify Owner in writing of the identity of the Operations Director, and of any successors. 5.1.2 Plant Manager. NAES has appointed an individual (the “Plant Manager”), subject to approval of Owner as provided in Section 3.6.2, who will be one of the Site Personnel and who will direct and manage NAES's Site Personnel with full responsibility for the performance of all of the Services. For issues arising out of the day-to-day administration of the Operation Phase Services, the Plant Manager may communicate directly with Owner. Neither the Operations Director nor the Plant Manager has any authority to modify this Agreement. 5.1.3 NAES Control Center Director. NAES shall appoint an individual, the “Control Center Director” who shall direct and manage NAES’s performance of Remote Dispatch services. For issues arising out of the day-to-day administration of Remote Dispatch services during the Operational Period, the Control Center Director or a designee may communicate directly with Owner or PJM. The Control Center Director has no authority to modify, amend or terminate this Agreement or to enter into any other agreement on behalf of NAES other than as provided herein. 5.2 Representatives of Owner. On or before the Effective Date, Owner shall appoint (i) an “Energy Manager” who shall be authorized and empowered to act for and on behalf of Owner on matters concerning the dispatch, scheduling, and fuel acquisition related to the administration of this Agreement; and (ii) an “Owner’s Representative” who shall be the on-site person for budget, asset and property management (excluding the responsibilities assigned to the Energy Manager), and Owner’s other obligations hereunder. In matters delegated to the Energy Manager or Owner’s Representative, Owner shall be bound by the written communications, directions, requests and decisions made by the Energy Manager and Owner’s Representative. Owner shall notify NAES in writing upon the appointment of the Energy Manager, Owner’s Representative, and their successors. 5.3 Plans and Budgets. 5.3.1 Adoption. 5.3.1.1 Process. On a date no later than the last day of January of each year, NAES will submit to Owner a proposed annual budget and plan with respect to the Services (the “Budget” and the “Plan”) to be performed during the next Operating Year. The Plan and Budget for the Operating Year 2022 shall be provided prior to execution of this Agreement. Such Budget will be structured on a monthly basis and will be a projection, in detail reasonably acceptable to Owner, of all Operating Costs and Reimbursable Costs to be expended in the performance of the Services during the Operating Year. Each Plan will state the assumptions upon which the related Budget is based and the implementation plans for the Services, including: (i) anticipated operations and repairs, (ii) routine maintenance and overhaul schedules (including planned major 18 56

Exhibit #2 Item 1. maintenance), (iii) procurement, (iv) Remote Dispatch, staffing, personnel and labor activities, (v) administrative activities, (vi) capital improvements, (vii) other work proposed to be undertaken by NAES, and (viii) a contingency for unplanned projects. Owner will review each proposed Budget and Plan as promptly as possible and may, by written request, require changes, additions, deletions and modifications. Owner and NAES will then meet and use reasonable efforts to agree upon a final Budget and Plan prior to the commencement of the applicable period. Each final Budget and Plan will remain in effect throughout the applicable period, subject to updating, revision and amendment proposed by either Party and consented to in writing by the other Party. 5.3.1.2 Adjustments. If either Party becomes aware of facts or circumstances that it believes necessitate a change to a Budget or Plan, that Party will immediately notify the other Party, specifying the impact upon the Budget and the reasons for the change. The Operations Director, Plant Manager or his designee will then discuss appropriate changes to such Budget with the Owner’s Representative. 5.3.1.3 Failure to Agree. The Parties acknowledge that it is necessary that Owner retain ultimate authority with respect to expenses incurred for operation of the Facility. Accordingly, NAES will accept each Budget as finally determined by Owner. If Owner does not authorize funds as requested by NAES, NAES will be relieved from providing the specific Services that have not been funded, provided that NAES delivers a written report to Owner that describes the reasons why NAES believes each disputed expense that NAES requested to be included in a Budget (or any request for modifications to a Budget pursuant to Section 5.3.1.2) is prudent. 5.3.2 Notification of Variance. NAES will submit a monthly report to Owner comparing the actual Operating Costs and Reimbursable Costs incurred during the current Operating Year with the projected Operating Costs and Reimbursable Costs projected in each line of the Budget. If, at any time during an Operating Year, NAES becomes aware that the aggregate of all Operating Costs or Reimbursable Costs exceeds or will exceed the amount provided in the applicable Budget or that the Facility is operating with any material deviations or discrepancies from the projections contained in the applicable Plan, NAES will promptly notify Owner. NAES will make no expenditures that exceed a Budget unless Owner grants prior written approval, except as otherwise permitted in response to an Emergency. 5.4 Availability of Operating Data and Records. NAES will make data prepared and maintained by NAES available to Owner (i) pursuant to requirements in any Facility Agreement or the Administrative Procedures Manual, or (ii) upon any request by Owner, on the Business Day following such request. 5.5 Accounts and Reports. NAES will assist Owner in complying with Owner’s reporting requirements to Governmental Authorities or counterparties to Facility Agreements and will furnish or cause to be furnished to Owner certain reports regarding the Services and the performance of the Facility as defined by Owner and NAES. 5.6 Notices. Upon obtaining actual knowledge thereof, each Party will submit prompt written notice to the other Party of the following, to the extent relating to the Facility or the Services: (a) Litigation and Permit Lapses. Immediately upon becoming aware of: (i) any litigation, claims, disputes, or actions filed in any way concerning the Facility, the Site, 19 57

Exhibit #2 Item 1. the Facility Agreements or the Services; (ii) any actual refusal to grant, renew or extend, or any action filed with respect to the granting, renewal or extension of, any Permit; (iii) all penalties or notices of violation issued by any Governmental Authority; (iv) any dispute with any Governmental Authority that may have a material adverse effect on the operation and maintenance of the Facility; and (v) with respect to the matters identified in clauses (i), (ii), (iii) or (iv), any threats of such matters, which matters may have a material adverse effect on the ownership, operation or maintenance of the Facility; (b) Casualty. Any material damage or destruction to the Facility; (c) Supplier Issues. The Parties shall promptly notify each other in the event of any issues such as non-delivery or nonperformance of any suppliers; (d) Unscheduled Outages. NAES will notify Owner verbally of any unscheduled outage of the Facility as soon as is as reasonably possible (but in all cases within two hours) following commencement of the outage. Within seven days following the conclusion of such unscheduled outage, NAES will submit a report to Owner describing the cause of the outage (if known), NAES’s response, and the measures, if any, undertaken by NAES to prevent the outage’s recurrence; and, (e) Community Complaints. The Parties shall promptly notify each other of any complaint received by the surrounding community. 5.7 Scheduled Outage Plan. NAES shall prepare and deliver to Owner by no later than first day of the fourth week of January a scheduled outage plan which sets forth the anticipated Scheduled Outages for the entire or part of the Facility (“Scheduled Outage Plan”). To the extent possible, Scheduled Outages shall be performed during non-peak seasons and comply with PJM Rules. 5.8 Reporting to Governmental Authorities. Unless otherwise directed by Owner or as set forth in Section 3.19.8, NAES shall prepare and file all reports with Governmental Authorities as may be required in connection with the management, operation and maintenance of the Facility and the provision of the Services, and shall provide drafts of each such report to Owner for Owner’s review and comment, when possible, prior to filing and, in any event, contemporaneously with such filing. Such reports shall be complete and accurate. ARTICLE VI - LIMITATIONS ON AUTHORITY 6.1 General Limitations. NAES has no authority to make policies or decisions with respect to the overall operation of the Facility as a commercial enterprise; such matters will be determined by Owner. Notwithstanding any provision in this Agreement to the contrary, unless previously approved in a Budget and Plan or otherwise approved in writing by Owner, NAES will not (and will not permit any of its agents or representatives to): 6.1.1 Disposition of Assets. Sell, lease, pledge, mortgage, encumber, convey, or make any license, exchange or other transfer or disposition of the Facility, the Site or any other property or assets of Owner, including any property or assets purchased by NAES, the cost of which is an Operating Cost or a Reimbursable Cost; 20 58

Exhibit #2 Item 1. 6.1.2 Expenditures. Make any expenditure or acquire on an Operating Cost or a Reimbursable Cost basis any goods or services from third parties, except in substantial conformity with the Budget or as authorized by Owner, or consent or agree to do any of the foregoing; provided, however, that in the event of an Emergency, NAES, without approval from Owner, is authorized to take all reasonable actions to prevent or mitigate such threatened damage, injury or loss in accordance with Section 3.13; 6.1.3 Other Actions. Take or agree to take any other action or actions that, individually or in the aggregate, materially varies from the applicable Budget and Plan; provided, however, that in the event of an Emergency, NAES, without approval from Owner, is authorized to take all reasonable actions to prevent or mitigate such threatened damage, injury or loss in accordance with Section 3.13; 6.1.4 Lawsuits and Settlements. Settle, compromise, assign, pledge, transfer, release or consent to the compromise, assignment, pledge, transfer or release of, any claim, suit, debt, demand or judgment against or due by Owner or NAES, the cost of which, in the case of NAES, would be an Operating Cost or a Reimbursable Cost hereunder, or submit any such claim, dispute or controversy to arbitration or judicial process, or stipulate in respect thereof to a judgment, or consent to the same; or 6.1.5 Prohibited Transactions. Engage in any other transaction on behalf of Owner not permitted under this Agreement. ARTICLE VII - COMPENSATION AND PAYMENT 7.1 General. As compensation to NAES for the performance of the Services hereunder, Owner will pay NAES, in the manner and at the times specified in this Article 7, all Reimbursable Costs, Operating Costs, Management Fee, and the Remote Dispatch Service Fee, as applicable, all as further described below. 7.2 Reimbursable Costs. Subject to the applicable Budget, Owner will reimburse NAES for the following costs incurred by NAES in performing the Services (the "Reimbursable Costs"): (i) reasonable relocation and recruitment expenses for NAES's Site Personnel; (ii) costs incurred in response to an Emergency; (iii) gross receipts taxes; (iv) insurance maintained by NAES in accordance with Section 9.1, (v) training of Site Personnel to improve operator skills, Facility performance, PJM compliance, and safety conducted on-Site or off-Site and associated travel and living expenses; (vi) third party advisors, consultants, attorneys, accountants and contractors providing work in support of the Services that cannot reasonably be performed by Site Personnel; (vii) Permit fees for Permits required for NAES or Site Personnel to perform Services; (viii) labor relations activities; (ix) Site Personnel wages, salaries, overtime, customary or required severance payments, unemployment and disability insurance, payroll taxes imposed on wages and benefits, worker's compensation costs and holidays, vacations, group medical, dental and life insurance, defined contribution plans and other employee benefits; (x) time and expenses of NAES’s Home Office Personnel when providing the services described in Appendix A, Part IV (“Extra Work”) and Remote Dispatch Services at the applicable rates set forth in Appendix F; (xi) cost of Operations Director for support above and beyond normal routine support including time at rate 21 59

Exhibit #2 Item 1. set forth in Appendix F and reasonable travel expenses; for the avoidance of doubt this shall also include periods of time when Operations Director is acting as the Plant Manager and (xii) any other reasonable cost designated by the Parties as a Reimbursable Cost that is approved in a Budget pursuant to the terms of this Agreement. In no event shall NAES add any mark-up to the Reimbursable Costs. On or before the tenth (10th) Business Day of each month, NAES will invoice Owner for Reimbursable Costs. All Reimbursable Costs shall be invoiced in arrears except for those defined in Section 7.2(ix), which shall be paid by Owner to NAES in advance of NAES’s payments to Site Personnel. The invoice will be supported by receipts or other appropriate documentation. Owner will make payment to NAES of the invoiced amount no later than the Due Date. 7.3 Operating Costs. 7.3.1 Definition. "Operating Costs" include the following: (i) equipment, material, supplies, consumables, spare parts, replacement components, tools, office equipment and supplies and utilities (including data and voice communication) used at the Facility Site or for Remote Dispatch (including hardware and software set-up costs for Remote Dispatch); and (ii) any other purchase that NAES makes in accordance with Section 3.2 of this Agreement and that is approved in a Budget pursuant to the terms of this Agreement. 7.3.2 Payment Process. NAES shall receive, review, and confirm vendor invoices, then transmit them to Owner for direct payment by Owner to vendor. NAES shall transmit such invoices in a timely manner sufficient to enable Owner to make such payments when due. Owner shall permit NAES’s Site Personnel limited access into Owner’s accounting system ( M u n i s ) or provide NAES with accounts of payments made, sufficient to support NAES’s ability to manage the budget for the Facility and to conduct budget variance analysis. 7.4 Disputes. Should Owner contest the validity, reasonableness or accuracy of any NAES invoice, Owner shall notify NAES in writing within ten (10) days after receipt of such invoice, explaining in detail the reasons for its contest. If Owner disputes only part of a statement submitted to it for payment, then it shall pay to NAES the undisputed portion of such statement in accordance with Sections 7.2 and 7.3.2 and notify NAES in writing of the amount disputed in accordance with Section 14.7. All such disputes shall be resolved pursuant to Section 14.7. 7.5 Cost Audit. No payment made pursuant to the foregoing provisions shall be considered as approval or acceptance of an invoice, and Owner shall remain entitled to conduct a subsequent audit and review of NAES's records with respect to all Reimbursable Costs together with any supporting documentation for a period of two (2) years from and after the date of the applicable payment. If, pursuant to such audit and review, it is agreed that any amount previously paid by NAES was not properly incurred as a Reimbursable Cost, NAES will credit such amount to Owner in the next subsequent invoice. 7.6 Management Fee and Remote Dispatch Services Fee. As compensation to NAES for the performance of the Operational Phase Services and Remote Dispatch Services, Owner shall pay to NAES the Management Fee and Remote Dispatch Services Fee respectively. The Management Fee shall include the routine Home Office Personnel services described in Appendix 22 60

Exhibit #2 Item 1. A, Part III. The Management Fee and Remote Dispatch Services Fee shall be paid in monthly installments of one-twelfth (1/12) of such fee. On or before the tenth (10th) Business Day of each month following the Effective Date, NAES shall submit monthly invoices to Owner for payment of the Management Fee and Remote Dispatch Services Fee. Owner shall pay the Management Fee and Remote Dispatch Services Fee no later than the Due Date for the applicable invoice. 7.7 Performance Adjustment. At the conclusion of the Operating Year, t he Management Fee is subject to adjustment if NAES fails to meet the performance goals for the Facility defined in Appendix B. NAES will submit its calculation of the Performance Adjustment, if any, to Owner no later than July 1 following the Operating Year for which the payment is calculated together with a statement showing the change in the amount due to be paid in the final invoice. 7.8 Late Payment. To the extent Owner or NAES fails to pay any amount required to be paid under this Agreement by the Due Date, the unpaid amount will accrue interest each day at the Late Payment Rate from the Due Date until such amount (plus accrued interest) is paid in full. 7.9 Escalation. The Management Fee, Remote Dispatch Services Fee, and Maximum Performance Adjustment will be escalated annually beginning July 1, 2023, by increasing by three percent (3%) of the then current Management Fee, Remote Dispatch Services Fee, and Maximum Performance Adjustment. ARTICLE VIII - TERM 8.1 Term. This Agreement is effective on the Effective Date and continues in effect through May 31, 2028 (the “Expiration Date”). NAES shall not enter into any contracts that extend beyond the Expiration Date (a) unless 30 days’ notice is provided to Owner and (b) Owner consents to the contract. 8.2 Termination by Owner. Owner is permitted to terminate this Agreement if any of the following events occur: (i) Bankruptcy of NAES, (ii) payment default by NAES (other than a disputed payment) that is not cured within ten (10) days after NAES has received notice of such default, (iii) default by NAES in performance of its obligations under this Agreement that has a material effect on operation of the Facility, provided, however, that NAES has up to sixty (60) days after notice to cure the default or make substantial progress (in the reasonable opinion of Owner) towards curing the default (but in no event to exceed ninety (90) days), (iv) NAES incurs the maximum liability under Section 11.2.2 for two (2) Operating Years, or (v) Owner, upon no less than six months’ notice, closes the Facility. Within thirty (30) days after the date of termination, Owner will pay NAES for Services rendered by NAES through the termination date, including all Reimbursable Costs, the Management Fee, and Remote Dispatch Services Fee earned through the date of termination but not paid (collectively, all such amounts due NAES upon any termination are the “Termination Payment”). 8.3 Termination by NAES. NAES is permitted to terminate this Agreement if any of the following events occur: (i) payment default by Owner (other than a disputed payment) that is not cured within ten (10) days after the Due Date for any invoice, or otherwise within thirty 23 61

Exhibit #2 Item 1. (30) days after due hereunder; provided, however, that Owner has received notice of such default, (ii) Bankruptcy of Owner, (iii) a sale or transfer of the Facility (other than any sale- leaseback transaction undertaken as part of Owner's procurement of financing or the sale of the Facility to any Affiliate of Owner or any other Person that, in either case, (x) has comparable creditworthiness to Owner and (y) agrees in writing to be bound by all of the terms and provisions hereof for the express benefit of NAES), or (iv) default by Owner of any other obligation under this Agreement that has a material effect on NAES’s ability to perform the Services; provided, however, that Owner shall have up to sixty (60) days to cure or make substantial progress (in the reasonable opinion of NAES) towards curing such other default. In the event of a termination by NAES under this Section 8.3, Owner shall pay to NAES the Termination Payment. 8.4 Transfer of Facility Custody. Upon expiration or termination of this Agreement, NAES will leave all Facility documents and records, tools, supplies, spare parts, safety equipment, O&M Manuals, and any other items furnished on an Operating Cost or a Reimbursable Cost basis at the Facility, all of which will remain the property of Owner without additional charge. NAES will execute all documents and take all other reasonable steps as may be reasonably requested by Owner to assign to and vest in Owner all rights, benefits, interests and title in connection with third party contracts, if any, NAES executed in its own name for the benefit of the Facility; provided, however, that Owner assumes all liabilities arising under such contracts after the date of assignment. 8.5 Services Upon Termination. Upon notice of termination of this Agreement by either NAES or Owner, provided that Owner has not defaulted on any payment obligations of this Agreement, Owner has the right to specify a period of transition (the “Termination Transition Period”) during which NAES will (i) continue to operate the Facility in accordance with this Agreement, (ii) cooperate with Owner in planning and implementing a transition to any replacement of NAES, and (iii) use its reasonable efforts to minimize disruption of Facility operations in connection with such activities. Owner will compensate NAES in accordance with this Agreement during the Termination Transition Period. NAES will permit the new operator to hire or to contract with the non-managerial Site Personnel that the new operator desires to retain at the Facility. To facilitate employee transfer, NAES will permit the new operator to interview non-managerial Site Personnel in a manner and at times that do not interfere with NAES’s responsibility to perform the Services. ARTICLE IX - INSURANCE 9.1 NAES Insurance. NAES will maintain throughout the Term the insurance set forth below: 9.1.1 Workers Compensation. Workers compensation insurance covering NAES's employees as required by Applicable Law and employer’s liability insurance with a limit of $1,000,000 per occurrence/annual aggregate. 9.1.2 Automobile Liability. Automobile bodily injury, including coverage for automobiles owned or hired by NAES with limits of not less than $1,000,000 per occurrence. 9.1.3 Commercial General Liability. Commercial general liability insurance with limits of not less than $1,000,000 per occurrence/annual aggregate. 24 62

Exhibit #2 Item 1. 9.1.4 Excess Coverage. Excess liability insurance covering liability in excess of the insurance described in Sections 9.1.1 (employer’s liability), 9.1.2 and 9.1.3. The policy will have a limit of $35,000,000 per occurrence/annual aggregate. 9.2 Owner Insurance. Owner will, prior to the date that notice to proceed is issued, and throughout the Term hereof, secure and pay for and maintain or will cause to be secured and maintained in effect during the operation of the Facility the following insurance: 9.2.1 Property. Property insurance, including boiler and machinery insurance, and business interruption insurance, in amounts determined in Owner’s sole discretion. 9.2.2 Workers Compensation. Workers Compensation insurance covering Owner's employees as required by law and employer’s liability insurance with a limit of $1,000,000 per occurrence/annual aggregate. 9.2.3 Commercial General Liability. Commercial general liability insurance with limits of not less than $1,000,000 per occurrence/annual aggregate. 9.2.4 Automobile Insurance. Automobile liability insurance covering automobiles owned or hired by Owner with limits of $1,000,000 per occurrence, and collision/comprehensive coverage in amounts deemed appropriate by Owner. 9.2.5 Additional Coverage. Umbrella or excess liability insurance in excess of the insurance described in Sections 9.2.2(employer’s liability), 9.2.3 and 9.2.4 will be carried with limits determined in Owner’s sole discretion. 9.3 Waiver of Subrogation; Additional Insured. Owner agrees to waive any rights of subrogation of its insurers against NAES and its Affiliates together with their respective officers, directors, Affiliates and employees and each such Person will be an additional insured with respect to all liability policies procured by Owner pursuant to this Agreement (other than workers compensation policies). NAES agrees to waive any rights of subrogation of its insurers against Owner and Lenders together with their respective officers, directors, Affiliates and employees and each such Person will be an additional insured with respect to all liability policies procured by NAES pursuant to this Agreement (other than workers compensation policies). For the avoidance of doubt, the Parties intend that each Party will have the maximum protection available to that Party from the insurance policies owned by the other Party. 9.4 Form and Content. All insurance policies with respect to insurance maintained by either Owner or NAES pursuant to this Article IX will: 9.4.1 Insurer Rating. Be placed with insurance companies that have a Best’s rating of at least A-VII or with companies that are otherwise reasonably acceptable to Lenders, Owner and NAES; 9.4.2 Claims-Made F o r m . If written on a claims made policy form, be maintained with a retroactive date that is prior to the Effective Date for a period of at least two (2) years following the last Operating Year in which such policy provides coverage under the terms of this Agreement; 25 63

Exhibit #2 Item 1. 9.4.3 Primary Coverage. State that such policy (other than an excess policy) is primary with respect to any other insurance coverage available to Owner or NAES or any additional insured, and that all provisions, except the policy limits, will operate in the same manner as if there were a separate policy covering such insured under each such policy; 9.4.4 Non-Recourse Premiums. Grant no recourse for payment of any premium against NAES or any additional insured for insurance required to be furnished by Owner pursuant to Section 9.2 and no recourse for payment of any premium against Owner or any additional insured for insurance required to be furnished by NAES pursuant to Section 9.1; and 9.4.5 Cancellation Notice. Provide that the insurer gives ninety (90) days prior written notice of cancellation of such policies unless cancellation is for non-payment of premiums, in which case a minimum of ten (10) days’ notice must be provided. 9.5 Certificates. Each Party will furnish the other Party with certificates evidencing that the required insurance is in effect. 9.6 Deductibles. Each Party is liable for the payment of all deductibles on insurance policies obtained by such Party pursuant to this Agreement, and, in the event of a claim under a policy described in Section 9.1 or 9.2, each Party will look solely to its policies for compensation. Owner will approve the deductibles under all policies provided by NAES under Section 9.1. ARTICLE X - INDEMNIFICATION 10.1 NAES Indemnification. NAES will indemnify and hold harmless Owner and its Affiliates, and their respective officers, directors, employees, agents and representatives (the “Owner Indemnitees”) from and against, and no Owner Indemnitee will be responsible hereunder for, any and all claims, assertions, demands, suits, damages, judgments, losses, obligations, liabilities, actions and causes of action, fees (including reasonable attorneys’ fees and disbursements), costs (including court costs), expenses, investigations, inquiries, administrative proceedings, penalties, fines and sanctions (collectively, “Liabilities”) sustained or suffered by any Owner Indemnitee in connection with injury or death to third parties or loss of or damage to the property of third parties, to the extent caused by NAES’s negligent acts or omissions, willful misconduct, violation of any Applicable Law or breach of any representation, warranty or covenant in this Agreement. Any Liabilities paid by NAES pursuant to its indemnity obligation under this Section 10.1 are not Reimbursable Costs. 10.2 Owner Indemnification. Owner will indemnify and hold harmless NAES and its Affiliates, and their respective officers, directors, employees, agents and representatives (the “NAES Indemnitees”), from and against, and no NAES Indemnitee will have responsibility hereunder for, any and all Liabilities sustained or suffered by any NAES Indemnitee in connection with injury or death to third parties or loss of or damage to property of third parties, to the extent caused by Owner’s negligent acts or omissions, willful misconduct, violation of any Applicable Law or breach of any representation, warranty or covenant in this Agreement. 26 64

Exhibit #2 Item 1. 10.3 Violations of Applicable Law. NAES shall be responsible for the cost and payment of all fines and penalties assessed against Owner or the Facilities that result from NAES’s operation of the Facilities or performance of Services in violation of any Permits or Applicable Law except to the extent such fines and penalties levied against Owner or the Facilities result from NAES’s compliance with a written instruction or direction from Owner. NAES hereby irrevocably indemnifies, and agrees to defend and hold harmless, Owner, its employees, agents and Affiliates from and against all claims, suits, actions, losses, liabilities and damages, including all fines, costs, expenses, and attorneys' fees arising from or related to any failure of NAES to comply with any Permit or Applicable Law (other than with respect to the exceptions set forth above). ARTICLE XI - LIABILITIES OF THE PARTIES 11.1 Limitations of Liability. Notwithstanding any provision in this Agreement to the contrary, neither the Parties nor any of their respective members or shareholders, officers, directors, agents, representatives or employees are liable for consequential or indirect loss or damage, including loss of profit, cost of capital, loss of goodwill, increased operating costs or any special or incidental damages. The Parties further agree that the waivers and disclaimers of liability, indemnities, releases from liability and limitations of liability expressed in this Agreement will survive termination or expiration of this Agreement, and apply in all circumstances, whether in contract, equity, tort or otherwise, regardless of the fault, negligence (in whole or in part), strict liability, breach of contract or breach of warranty of the Party indemnified, released or whose liabilities are limited, and shall extend to the partners, principals, directors, officers and employees, agents and Affiliates of such Party, and the partners, principals, directors, officers, and employees of such Affiliates. 11.2 NAES's Total Aggregate Liability. Notwithstanding anything to the contrary in this Agreement, the total aggregate liability of NAES to Owner for all Liabilities arising out of any events occurring or claims made in connection with the performance of the Services under this Agreement in any Operating Year, is Four Hundred Fifty Thousand Dollars ($450,000), provided, however, that this limitation does not apply to any third party indemnity obligation of NAES arising under Section 10.1. This limitation applies to indemnity obligations arising under Section 10.3 provided that the payment of a claim under a policy purchased by NAES pursuant to Section 9.1 shall not be counted toward computing NAES’s total aggregate liability for the Operating Year. It is expressly understood and agreed that (i) the aggregate liability limitation expressed in this Section 11.2 is separate from, and is not to be construed as limiting, the limits of insurance and coverage described in Article IX. Any deductible amounts paid in any Operating Year by NAES under Section 9.6, or under the insurance policies NAES is required to maintain in Section 9.1, count toward computing NAES’s total aggregate liability for such Operating Year. 11.3 No Warranties or Guarantees. EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, NEITHER PARTY MAKES ANY WARRANTIES OR GUARANTEES TO THE OTHER, EITHER EXPRESS OR IMPLIED, WITH RESPECT TO THE SUBJECT MATTER OF THIS AGREEMENT, AND BOTH PARTIES DISCLAIM AND WAIVE ANY IMPLIED WARRANTIES OR WARRANTIES IMPOSED BY LAW, INCLUDING MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. 11.4 Exclusive Remedies. The remedies under this Agreement in respect of or in consequence of (i) any breach of contract, (ii) any negligent act or omission, (iii) death or 27 65

Exhibit #2 Item 1. personal injury, or (iv) loss of or damage to any property, are to the exclusion of any other remedy that either Party may have against the other under Applicable Law or otherwise. ARTICLE XII - CONFIDENTIALITY 12. 1 General. During the Term, and for three (3) years after the termination of this Agreement, each Party will hold in confidence any Confidential Information supplied by the other Party. The term “Confidential Information” means with respect to each Party, all written or oral information of a proprietary, intellectual or similar nature, relating to a Party's business, projects, operations, activities or affairs, whether of a technical or financial nature or otherwise (including environmental assessment reports, financial information, business plans and proposals, ideas, concepts, trade secrets, know-how, processes, pricing of services or products, and other technical or business information, whether concerning this Agreement, each Party's respective businesses or otherwise) that has not been publicly disclosed and that the receiving Party acquires directly or indirectly from the disclosing Party. Each receiving Party further agrees, to the extent requested by the disclosing Party, to require its contractors, vendors, suppliers and employees, agents or prospective purchasers to enter into appropriate nondisclosure agreements relative to any Confidential Information, prior to the receipt thereof; provided, however, that the receiving Party may make necessary disclosures to third parties directly engaged in the operation, ownership or financing of the Facility if such third parties agree to receive and hold such Confidential Information in confidence. The Parties acknowledge that this Agreement is governed by the Delaware Freedom of Information Act and that Confidential Information is subject to being disclosed unless specifically exempt from disclosure under such Act. 12.2 Exceptions. The provisions of this Article XII do not apply to information within one or more of the following categories: 12.2.1 Public Domain. Information that was in the public domain prior to the receiving Party’s receipt or that subsequently becomes part of the public domain by publication or otherwise, except by the receiving Party’s wrongful act, or 12.2.2 Prior Receipt. Information that the receiving Party can demonstrate was in its possession prior to receipt thereof from the disclosing Party, or 12.2.3 Third Party Delivery. Information received from a third party having no obligation of secrecy with respect thereof. 12.3 Required Disclosure. Any receiving Party required by law, rule, regulation, subpoena or order, or in the course of administrative or judicial proceedings, to disclose Confidential Information that is otherwise required to be maintained in confidence pursuant to this Article XII, may make disclosure notwithstanding the provisions of this Article XII; provided, however, that the receiving Party, immediately upon learning of the requirement, notifies the disclosing Party of the requirement and the terms thereof and cooperates to the maximum extent practicable to minimize the disclosure of Confidential Information. Any receiving Party disclosing Confidential Information pursuant to this Section 12.3 must use reasonable efforts, at the disclosing Party's cost, to obtain proprietary or confidential treatment of Confidential Information by the third party to whom the information will be disclosed, and to the extent such 28 66

Exhibit #2 Item 1. remedies are available, must use reasonable efforts to seek protective orders limiting the dissemination and use of Confidential Information. Moreover, this Agreement does not alter the rights of any Party to object to the rule, regulation, order or proceedings requiring the disclosure. ARTICLE XIII - TITLE, DOCUMENTS AND DATA 13.1 Materials and Equipment. Title to all materials, equipment, supplies, consumables, spare parts and other items purchased or obtained by NAES on an Operating Cost or Reimbursable Cost basis passes directly from the vendor or supplier thereof to, and vests in, Owner. NAES has no title or other claim to such items; provided, however, that transfer of title in no way affects NAES's obligations set forth in this Agreement. 13.2 Documents. All O&M Manuals, operational data, Facility drawings, NAES reports and Operating Account records (including, for all documents, both paper and electronic records) prepared or developed by NAES’s Site Personnel in connection with performance of the Services become the property of Owner when prepared. All such documents, together with any materials and documents furnished to NAES by Owner, will remain at the Facility upon expiration or termination of this Agreement; provided, however, that NAES may retain for its records copies of documents prepared by NAES. 13.3 Proprietary Information. Where materials or documents prepared or developed by NAES or its Affiliates, or their respective employees, representatives or contractors, contain proprietary or technical information, systems, techniques or know-how previously developed by them or acquired by them from third parties (“NAES Proprietary Information”), NAES retains the unrestricted and irrevocable right to use or dispose of such NAES Proprietary Information as NAES deems fit; provided, however, that Owner has an irrevocable license to use such NAES Proprietary Information to the extent necessary for Owner’s operation or maintenance of the Facility at no additional cost to Owner. 13.4 Intellectual Property. NAES retains all rights, titles, and interest, including ownership of all patents, patent applications, including continuations, continuations-in-part, divisionals, reexaminations, and reissues, copyrights, trade secrets, trademarks, know-how, service marks, and other created or expressed by NAES (“NAES Intellectual Property”) with respect to any data, know-how, inventions, databases, tools, algorithms, architecture, user interface designs, objects, methodologies, formulas, software (including object and source codes), networks or other information or materials, processes and procedures relating to Remote Dispatch Services that are proprietary to NAES and used by NAES to provide these Services. ARTICLE XIV - MISCELLANEOUS PROVISIONS 14.1 Assignment. This Agreement is not assignable by a Party without the prior written consent of the other Party, which consent will not be unreasonably withheld, except that this Agreement may be collaterally assigned by Owner without such consent to Lender in connection with Lender's financing of the Facility, and may be assigned by any Party to such Party’s Affiliates; provided, however, that any assignment pursuant to this Section 14.1 will not relieve the assigning Party of any of its obligations under this Agreement that arose prior to the date of such assignment. NAES agrees to negotiate in good faith any consent to assignment and 29 67

Exhibit #2 Item 1. such other reasonable documents in connection with an assignment to Lender as Lender may request, provided, however, that all of NAES’s costs in connection therewith shall be Reimbursable Costs hereunder (including the fees and disbursements of NAES’s attorneys). This Agreement will be binding upon and will inure to the benefit of the successors and permitted assigns of the Parties. 14.2 [Reserved] 14.3 Access. 14.3.1 Owner’s Access. Owner and Lenders and their agents and representatives will have access to the Facility, all Facility operations and any documents, materials and records and accounts relating to the Facility operations for purposes of inspection and review. Upon the reasonable request of Owner, and its agents and representatives, NAES will provide such Persons with access to all operating data and operating logs maintained at the Facility. 14.3.2 Compliance with NAES’s Procedures. During any inspection or review of the Facility pursuant to Section 14.3.1, Owner and Lenders and their agents and representatives must comply with all of NAES's safety and security procedures and conduct inspections and reviews in such a manner as to cause minimum interference with NAES's activities. NAES also will cooperate with Owner in allowing other visitors access to the Facility. 14.4 Subcontractors. Subcontracting of the Services will not relieve NAES of its duties, liabilities or obligations to Owner. Owner has the right, in its sole discretion, to approve the retention of any subcontractors. 14.5 Not for Benefit of Third Parties. Except as otherwise expressly provided in Sections 9.3 and 14.4 (with respect to the additional insured status of Persons) and Articles X, XI, XII and XIII, and Section 14.1, this Agreement and each and every provision hereof are for the exclusive benefit of the Parties that executed this Agreement and not for the benefit of any third party. 14.6 Force Majeure. 14.6.1 Events Constituting Force Majeure. A “Force Majeure Event” is any event that (a) restricts or prevents performance under this Agreement, (b) is not reasonably within the control of the Party affected or caused by the default or negligence of the affected Party and (c) cannot be overcome or avoided by the exercise of due care. Force Majeure Events include failure of a Party to perform due to drought, flood, earthquake, storm, fire, lightning, epidemic, war, terrorism, acts of Governmental Authorities, civil disturbances, sabotage, work stoppages (i.e., strikes), accident or curtailment of supply, unavailability of construction materials or replacement equipment beyond the affected Party's control, inability to obtain and maintain Permits from any Governmental Authority for the Facility, restraint by court order, and changes in Applicable Law that affect performance under this Agreement. Except for the obligation of each Party to make payments of amounts owed to the other Party, each Party is excused from performance and will not be considered to be in default in respect to any obligation if performance cannot occur due to a Force Majeure Event. Neither Party will be relieved of its obligations under this Agreement solely because of increased costs or other adverse economic consequences that may be incurred through the performance of such obligations. 30 68

Exhibit #2 Item 1. 14.6.2 Notice. If a Party's ability to perform its obligations under this Agreement is affected by a Force Majeure Event, the Party claiming such inability must (i) promptly notify the other Party of the Force Majeure Event and its cause and confirm the same in writing within five (5) Business Days of its discovery, (ii) promptly supply such available information about the Force Majeure Event and its cause as may be reasonably requested by the other Party and (iii) initiate efforts to remove the cause of the Force Majeure Event or to lessen its effect. Strikes and lockouts are Force Majeure Events and settlement thereof is wholly within the discretion of the Party whose employees are on strike or locked out. 14.6.3 Scope. The suspension of performance arising from a Force Majeure Event will be of no greater scope and no longer duration than that which is necessary. The excused Party will use its reasonable efforts to remedy its inability to perform. 14.7 Dispute Resolution. 14.7.1 Any dispute concerning interpretation or clarification of this Agreement, or the acceptable performance thereof by NAES (“Dispute”), shall be immediately submitted in writing to Owner for resolution. All determinations, instructions, and clarifications of Owner shall be final and conclusive, unless NAES files with Owner within 14 days after Owner notifies NAES of any such determination, instruction, or clarification, a written protest, stating clearly and in detail the basis thereof. Owner shall respond to such protest within 30 days of its receipt. 14.7.2 In the event that use of the procedures set forth in Section 14.7.1 does not lead to satisfactory resolution of the Dispute, either Party may send a Notice of Dispute to the other Party and request a conference for resolution of such dispute. Within three days after delivery of such notice, each Party shall nominate a senior officer of its management to meet at the Facilities, or at any other mutually agreed location, to resolve the dispute, which conference shall be convened within ten days after exchange of such nominations unless the parties mutually agree to another date. In the event the parties are unable to resolve the dispute through the procedures set forth in this Section 14.7.2, either Party shall have the right to pursue the remedies in accordance with the procedures set forth in Section 14.7.3. 14.7.3 Any controversy or claim arising out of or relating to this Agreement or the breach thereof, which cannot be resolved amicably, shall be settled by arbitration. This agreement to arbitrate shall be specifically enforceable under the prevailing arbitration law. The award of the arbitrator shall be final, and a judgment may be entered upon it by any court having jurisdiction. A Party desiring to invoke this arbitration provision shall serve written notice upon the other of its intention to do so. Within 15 days of the date of such notice, each Party shall serve upon the other the name of one individual, knowledgeable in matters pertaining to the performance of this Agreement and to the subject matter of the dispute to serve as an arbitrator. If either Party fails to select an arbitrator and notify the other Party of that selection within such 15-day period, the other Party may request the American Arbitration Association to select the arbitrator. The arbitration shall be conducted in accordance with the Commercial Arbitration Rules of the American Arbitration Association then prevailing, and shall be conducted in Dover, Delaware, unless the Parties agree otherwise. Discovery shall be made available in accordance with the procedures set forth in the Federal Rules of Civil Procedure, but to a degree limited by the arbitrators as they deem appropriate to render the proceedings economical, efficient, 31 69

Exhibit #2 Item 1. expeditious and fair. Interest at the Late Payment Rate shall be added to any monetary award for sums found to have been due under this Agreement. Except as otherwise specified by the arbitrators each Party shall bear its own costs of the arbitration. 14.7.4 During the pendency of any Dispute, the Parties will continue to perform the obligations imposed upon them under this Agreement to the fullest extent possible, without prejudice to their respective positions in dispute 14.8 Amendments. No amendments or modifications of this Agreement are valid unless in writing and signed by duly authorized representatives of the Parties. 14.9 Survival. Notwithstanding any provisions to the contrary, the obligations set forth in Articles VII (with respect to payments), X and XII, Sections 8.2 and 8.3 (with respect to the obligation to pay the Termination Payment), Sections 14.7 and the limitations on liabilities set forth in Article XI will survive, in full force, the expiration or termination of this Agreement. 14.10 No Waiver. No delay, waiver or omission by Owner or NAES to exercise any right or power arising from any breach or default by Owner or NAES with respect to any of the terms, provisions or covenants of this Agreement will be construed to be a waiver by Owner or NAES of any subsequent breach or default of the same or other terms, provisions or covenants on the part of Owner or NAES. 14.11 Notices. Any written notice required or permitted under this Agreement will be deemed to have been duly given on the date of receipt, and will be either delivered personally to the Party to whom notice is given, or mailed to the Party to whom notice is to be given, by facsimile, courier service or first class registered or certified mail, return receipt requested, postage prepaid, and addressed to the addressee at the address provided in Appendix D, or at the most recent address specified by written notice given to the other Parties in the manner provided in this Section 14.11. 14.12 Representations and Warranties. Each Party represents and warrants to the other Party that, as of the date hereof: 14.12.1 Existence. It is duly organized and validly existing under the laws of the state of its organization and has all requisite power and authority to own its property and assets and conduct its business as presently conducted or proposed to be conducted under this Agreement. 14.12.2 Authority. It has the power and authority to execute and deliver this Agreement, to consummate the transactions contemplated hereby and to perform its obligations hereunder. 14.12.3 Validity. It has taken all necessary action to authorize its execution, delivery and performance of this Agreement, and this Agreement constitutes the valid, legal and binding obligation of such Party enforceable against it in accordance with its terms, except as such enforcement may be limited by bankruptcy, insolvency, moratorium or similar laws affecting the rights of creditors or by general equitable principles (whether considered in a proceeding in equity or at law). 32 70

Exhibit #2 Item 1. 14.12.4 No Conflict. None of the execution or delivery of this Agreement, the performance by such Party of its obligations in connection with the transactions contemplated hereby, or the fulfillment of the terms and conditions hereof, conflicts with or violates any provision of its constituting documents. 14.12.5 No Consent. No consent or approval (including any Permit that such warranting Party is required to obtain) is required from any third party (including any Governmental Authority) for either the valid execution and delivery of this Agreement, or the performance by such Party of its obligations under this Agreement, except such as have been duly obtained or will be obtained in the ordinary course of business. 14.12.6 No Breach. None of the execution or delivery of this Agreement, the performance by such Party of its obligations in connection with the transactions contemplated hereby, or the fulfillment of the terms and conditions hereof either conflicts with, violates or results in a breach of, any Applicable Law currently in effect, or conflicts with, violates or results in a breach of, or constitutes a default under or results in the imposition or creation of, any lien or encumbrance under any agreement or instrument to which it is a party or by which it or any of its properties or assets are bound. 14.12.7 No Material Claims. It is not a party to any legal, administrative, arbitral or other proceeding, investigation or controversy pending or threatened that would adversely affect such Party's ability to perform its obligations under this Agreement. 14.13 Additional Representation and Warranty by NAES. NAES further represents and warrants to Owner, as of the date hereof, that it has substantial expertise and experience in the operation and maintenance of power generation facilities and it is fully qualified to operate and maintain the Facility in accordance with the terms of this Agreement. 14.14 Counterparts. The Parties may execute this Agreement in counterparts that, when signed by each of the Parties, constitute one and the same instrument; and, thereafter, each counterpart will be deemed an original instrument as against any Party who has signed it. 14.15 Governing Law. This Agreement is governed by and to be construed in accordance with the laws of the State of Delaware, exclusive of the conflicts of laws provisions thereof. 14.16 Captions, Exhibits and Appendices. Titles or captions contained in this Agree- ment are inserted only as a matter of convenience and for reference, and in no way define, limit, extend, describe or otherwise affect the scope or meaning of this Agreement or the intent of any provision hereof. All exhibits and appendices attached hereto are considered a part hereof as though fully set forth herein. 14.17 Severability. If any provision of this Agreement, or the application of any such provision to any Person or circumstance, is held invalid by any court or other forum of competent jurisdiction, the remainder of this Agreement, or the application of such provision to Persons or circumstances other than those as to which it is held invalid, will nevertheless remain in full force and effect so long as the economic or legal substance of the transactions contemplated hereby is not affected in a manner materially adverse to a Party. Upon any such determination of invalidity, the Parties will negotiate in good faith to modify this Agreement so 33 71

Exhibit #2 Item 1. as to effect the original intent of the Parties as closely as possible in an acceptable manner in order that this Agreement is consummated as originally contemplated to the greatest extent possible. IN WITNESS WHEREOF, the Parties have executed this Agreement through their duly authorized officers as of the date set forth in the preamble to this Agreement. CITY OF DOVER, DELAWARE, Owner By: Name: David Hugg Title: City Manager NAES CORPORATION By: Name: Charles J. Hoock Title: Senior Vice President 34 72

Exhibit #2 Item 1. 2 73

Exhibit #2 Item 1. APPENDIX A – SCOPE OF SERVICES I. HOME OFFICE PERSONNEL: MOBILIZATION PERIOD SERVICES A. Develop Budgets and Plans 1. Develop a proposed Mobilization Period Budget and Plan, including schedule; finalize in conjunction with Owner 2. Develop a Budget and Plan for the first Operating Year. B. Hire and Manage Site Personnel 1. Create organization chart. 2. Review Facility-specific human resources policies and procedures manual. 3. Identify appropriate clinic for Site Personnel use. 4. Prepare and issue employment offer letters. 5. Conduct pre-employment screening and fitness for duty assessments, including drug testing, as required. 6. Conduct employee orientation and benefits enrollment 7. Administer pay and benefits policies and programs 8. Manage Site Personnel performance C. Develop NAES Safety Program 1. Update Site-specific Safety Manual, including the Remote Dispatch Safety Program. D. Review Environmental Compliance Program for Operations Period 1. Review Permits made available to NAES and provide comments from an Operations perspective 2. Provide orientation to appropriate member(s) of the Site Personnel on NAES environmental programs and policies. 3. Implement the environmental calendar of primary recurring environmental reports that will come due during NAES Operations period. 4. Develop a preliminary Environmental Compliance Workbook summarizing the ongoing Operational environmental requirements based upon information available. N/A E. NERC Program 1. Assist with preparing and filing the appropriate NERC registration documentation, if any. 2. Identify any notices/registration modifications required due to NAES’s role under this Agreement. 3. Review Generator Owner and Generator Operator NERC program documents. A-1 O&M Services Agreement between NAES Corporation and City of Dover 74

Exhibit #2 Item 1. F. Remote Dispatch Program 1. Perform an assessment of communications equipment and control systems connectivity. 2. Design information exchange proposals and protocols between the Facility, required Project Agreement parties, and NAES Control and Dispatch and recommend equipment, configuration and connectivity. 3. Establish communication protocols with Site Personnel, Owner and Public Utility. 4. Identify NAES Control and Dispatch training and Site Personnel training requirements (initial and ongoing). 5. Establish system and application requirements for implementing the Remote Dispatch Program. 6. Identify NAES Control and Dispatch safety requirements for start and shut down 7. Develop procedures for monitoring and implementing the Remote Dispatch Program. G. Review Administrative Programs 1. Confirm conformance of existing NAES administrative programs in the areas of general administration, accounting, payroll, budget and procurement. 2. Accounting i. Determine accounting scope. ii. Install/implement accounting software. iii. Train appropriate members of the Site Personnel on NAES-implemented accounting program. iv. Process Site Personnel expense reports if requested by Owner. 3. Payroll i. Setup Site Personnel in payroll system. ii. Prepare and distribute Facility timecard approval and processing procedures. iii. Administer and process payroll taxes. iv. Train responsible site employee on payroll system. v. Perform payroll processing services, other than those performed by Site Personnel; assist to Site Personnel in usage of payroll software and respond to Site Personnel payroll questions. 4. Procurement and Computerized Maintenance Management System (CMMS) i. Collect CMMS-related data from EPC/OEM. ii. Build/populate new CMMS with data collected. iii. Configure CMMS software and install on site. iv. Provide end-user training. 5. Develop Facility security measures and procedures for Owner’s approval. A-2 O&M Services Agreement between NAES Corporation and City of Dover 75

Exhibit #2 Item 1. H. Insurance 1. Issue certificates of insurance. 2. Ensure Site Personnel are integrated into NAES’s worker’s compensation insurance program. I. Information Systems 1. Evaluate the suitability of the Site information technology infrastructure, including internet connectivity, phone systems, hardware, and software, to support NAES’s provision of Services under this Agreement. 2. Evaluate the information systems used under this Agreement that support NAES’s provision of Remote Dispatch Services under this Agreement. 3. Make recommendations to Owner for upgrades, changes, or additions, as needed. 4. Establish a data exchange test plan to verify information configurations needed to support NAES’s provision of Remote Dispatch Services under this Agreement. J. Operations Program 1. Systems Descriptions. Confirm existence of a description of the Facility systems and how the systems interface with other Facility systems, including a description of system components and their functions, principles and modes of system operation, details of system instrumentation, controls, and protective features. 2. Operations Procedures. Review system operations procedures, including precautions and prerequisites, alarms, and protective actions, with integrated procedures for startup, shutdown normal operations, and abnormal/emergency procedures. K. Review Maintenance Program 1. Review maintenance program, addressing preventive/condition-based maintenance, predictive maintenance, corrective maintenance, and maintenance support activities. 2. If necessary, reissue maintenance policy manual containing NAES’s maintenance policies. L. Review Training Program 1. Review and implement formal training to prepare Site Personnel and NAES Control and Dispatch for startup and commercial operations, integrating vendor, OEM, and EPC training. 2. Conduct effective testing to ensure adequate knowledge levels. 3. Implement a training and qualifications program for Site Personnel. 4. Review training and qualifications manual for the Facility. M. Not Used. A-3 O&M Services Agreement between NAES Corporation and City of Dover 76

Exhibit #2 Item 1. N. Review and Implement a Communication Plan 1. Generate contact lists for key personnel within Owner’s group and NAES. 2. Develop and implement protocol for communication of routine activities and reports. 3. Develop and issue a plan for emergencies and other extraordinary communications. O. Not Used. P. Project Agreements 1. Review Project Agreements for key compliance issues; provide comments to Owner with respect to impact on Services; incorporate into compliance management systems as appropriate. 2. Review OEM long-term service agreements; provide comments and recommendations to assist the Owner to extract maximum value from the agreement(s). II. Not Used III. SITE PERSONNEL / NAES CONTROL AND DISPATCH: OPERATIONAL PERIOD SERVICES A. Routine Services 1. Consistent with Owner-approved Budget and Plan, provide Facility Services to optimize electrical power generation. 2. Assign work to either Site Personnel or vendors as cost-effective and appropriate based on guidance from Owner. Normally, Site Personnel conduct preventive maintenance and actions requiring a high degree of Facility knowledge and vendors perform tasks needing equipment or expertise that are not cost- effective to maintain at the Facility (e.g., code welding, safety valve testing, specialized calibrations, stack testing). Vendors also perform tasks that make sense to minimize outage time and costs. B. Program Implementation 1. Implement NAES programs, policies, and procedures developed and issued as part of the Mobilization Period Services. 2. Implement Facility’s existing operations and maintenance procedures, chemistry procedures, unless otherwise directed by Owner. 3. In conjunction with the Operations Director, implement NAES’s assessment program utilizing the assessment manual. C. Routine, Preventive and Predictive Maintenance 1. Perform routine and preventive maintenance actions on all Facility systems and equipment in accordance with vendor instructions and the Plan. A-4 O&M Services Agreement between NAES Corporation and City of Dover 77

Exhibit #2 Item 1. 2. Service Checks. Conduct frequent visual equipment inspections and log significant parameters such as pressures, temperatures, and flow rates. Trend and analyze this information as appropriate 3. Routine and Fixed Interval Maintenance. Using the CMMS database, identify all preventive maintenance requirements. Schedule and assign routine maintenance during Facility operation, planned outages, and forced or unscheduled outages 4. Perform predictive maintenance to identify potential equipment failures or oversee performance by third parties, as appropriate in light of Owner-approved staffing levels and capabilities of Site Personnel. D. Major Maintenance and Repairs 1. In coordination with and support of the Project Agreements and generation plan, arrange for scheduled inspections and overhauls on major equipment. 2. Retain vendors on behalf of Owner for unscheduled major repairs as required; manage and oversee all repairs and modifications. E. Facility Outages 1. Develop and implement an outage schedule for the Term. 2. Within the CMMS, identify all maintenance that requires a Facility outage or equipment to be taken out of service. 3. To the extent consistent with Project Agreements and Owner direction, manage all Facility outages (planned, unscheduled, forced) to minimize outage duration, impact on production and cost. 4. Develop and implement a detailed schedule to track all outage work and testing, including corrective maintenance actions, vendor work and scheduled preventive maintenance. Obtain Owner approval of the schedule. Conduct preparations to support this plan, including ordering and receiving all required spare parts. F. Facility Administration 1. Budgeting. Prepare annual Budgets and Plan and submit them for Owner approval. Manage operations to comply with each Budget and Plan. Generate budget variance reports, as required. 2. Payroll. Collect and review timesheets for accuracy. Enter timesheets into payroll system and submit them to NAES Home Office Personnel for processing. 3. Procurement. Implement the procurement procedure to maintain an effective and efficient purchasing system. Procure, as agent for Owner, all materials, equipment, chemicals, supplies, services, parts, and other miscellaneous items required for the provision of the Services. Contract using terms and conditions approved by Owner in advance. Utilize the CMMS in all stages of procurement. A-5 O&M Services Agreement between NAES Corporation and City of Dover 78

Exhibit #2 Item 1. 4. Accounts Payable. Ensure all vendor invoices and Site Personnel expense reimbursement forms have supporting documents and enter them into accounting system. Ensure monthly reconciliations of petty cash, as well as debt or credit card purchases are submitted to Owner. 5. Inventory Control. Implement a cost-effective inventory control system designed to ensure that spare parts, materials, and supplies are properly stored and accounted for and that adequate supplies always are available to support the provision of the Services. 6. Personnel Matters. i. In coordination with Home Office Personnel and in compliance with NAES human resources policies and procedures, execute required human resources processes and address employee matters as they arise. ii. In coordination with the Home Office Personnel, acquire and retain qualified Site Personnel to maintain the staffing levels and skill mix required for successful long-term provision of the Services. 7. Arrange for janitorial, garbage pickup, landscape services, snow removal (if needed), and extermination services, and maintain all access roads, office buildings, and other structures in good repair. 8. Reports. Prepare and submit to Owner operation and maintenance service reports as requested relative to performance, maintenance and repair status, Facility operating data, and any other information reasonably requested by Owner. 9. Not Used. 10. Waste and Hazardous Materials. Manage hazardous materials and wastes on site in accordance with applicable regulations. Coordinate waste disposal in accordance with Agreement. 11. General Environmental Management. Review information, programs and tools provided by Home Office Personnel environmental group for applicability to the Site and implement as applicable and required, requesting assistance as needed to supplement Site staff experience and/or resources. 12. Security. Implement or arrange for implementation of security measures in accordance with the Owner-approved Facility security plan. 13. Drawings/Manuals Maintenance. Maintain the Facility library and update Facility manuals and vendor service manuals. Update (or arrange for updating) Facility drawings to reflect changes to the as-built configuration. In addition to document management, maintain physical Facility configuration control. A-6 O&M Services Agreement between NAES Corporation and City of Dover 79

Exhibit #2 Item 1. 14. Community Relations. In coordination with the Owner, conduct a community relations program to establish the Facility and its Site Personnel as “good citizens” in the local community. G. Training. Implement a continuing program of training designed to orient new Site Personnel, refresh/cross-train existing Site Personnel, qualify/re-qualify Site Personnel, and keep all Site Personnel aware of Owner-approved Facility safety requirements and emergency procedures. H. Assistance to Owner. Provide assistance to Owner, as reasonably requested and funded and within the capabilities of Site Personnel, to execute Owner’s duties relative to operation of the Facility. This task includes such activities as the preparation and coordination of warranty claims, interacting with Owner’s management and personnel, supporting permit renewals, and interfacing with the local community and authorities. IV. HOME OFFICE OPERATIONAL PERIOD SERVICES INCLUDED IN OPERATIONAL PERIOD FEE A. Monitoring of Regulatory Compliance 1. Safety i. Monitoring regulatory developments in safety, and provision of periodic updates to Site Personnel. ii. Maintenance of safety statistics and communication of lessons learned. iii. Develop and make available to the Site Personnel standard tools, templates and general safety guidance materials, such as training templates, guidance on implementing programs and updated safety procedures. B. Monitoring of Site Personnel and Facility Performance 1. Oversee Site Personnel training and qualification activities, by updating training program as appropriate, overseeing its implementation, and coordinating for web-based and other training mechanisms. 2. Quality assessment and management of Site Personnel performance and their implementation of Facility programs. 3. Oversee program implementation by Site Personnel under Appendix A(III)(B) by implementing the assessment manual in conjunction with the Plant Manager and by making NAES-initiated Site visits. 4. Review reports prepared by Site Personnel under Appendix A(III)(F)(8). 5. Outage plan review and guidance. 6. Tracking of performance indicators and evaluating Facility performance against the NAES fleet. C. Human Resource Functions in Support of Site Personnel A-7 O&M Services Agreement between NAES Corporation and City of Dover 80

Exhibit #2 Item 1. 1. Assist Site Personnel in employee management activities under Appendix A (III)(F)(6), by performing the following activities: i. Recruiting candidates for employment and arranging interviews ii. Preparing and extending offers of employment iii. Administering of the pre-employment screening and relocation process iv. Conducting Site Personnel employee orientation and benefits enrollment v. Administering of pay and benefits policies and programs. vi. Consulting regarding employee performance management, disciplinary action and termination. vii. Participating in the Site Personnel complaint and problem resolution process. 2. Developing, maintaining, and communicating human resource policies and procedures. 3. Monitoring changes to employment regulations D. Accounting, Procurement, and Insurance 1. Participate in annual Budget and Plan development process. 2. Perform payroll processing services, other than those performed by Site Personnel under Appendix A(III)(F)(2); assistance to Site Personnel in usage of payroll software and responses to Site Personnel payroll questions. 3. Site Personnel expense report processing. 4. Review of NAES invoices for accuracy and validity. 5. Facility participation in preferred vendor pricing initiative managed by Home Office Personnel. 6. Provision of responses to Site Personnel questions regarding accounting (including MAS support, if applicable), CMMS, and procurement. 7. Administer worker’s compensation program; handle worker’s compensation claims. 8. Maintain and renew blanket NAES insurance policies as required under Section 9.1. E. NAES Fleet Integration 1. Coordinate transmission of know-how/lessons learned among NAES facilities, via email, webinars and regular conference calls among plant managers. 2. Development and coordination of O&M conferences, conference calls, and webinars. 3. Maintenance of web-based NAES portal and incident and injury reporting program. 4. Update training program as appropriate; coordinate web-based and other training mechanisms. A-8 O&M Services Agreement between NAES Corporation and City of Dover 81

Exhibit #2 Item 1. V. HOME OFFICE PERSONNEL SERVICES COMPENSATED UNDER SECTION 7.2(x) A. Implementation of recommendations made during the Mobilization Period unless listed in Appendix A(VI), or other advisable changes, updates or additions to Facility operation and maintenance manuals, system descriptions, or drawings. B. Safety consulting or audits of safety practices. C. On-site outage support. D. On-site assistance for regulatory visits. E. Assistance with regulatory programs, such as VPP or STAR. F. On-site project safety support, requested by Owner. G. Input of Facility data into Facility information systems, including but not limited to population and manipulation of CMMS data. H. CMMS training I. Non-routine human resources Home Office Personnel Services, including the following: i. Negotiation and assumption of union labor contracts. ii. Development and implementation of special benefit plans or arrangements, including coordination with outside professional services iii. Labor arbitration case management iv. Union election activities and campaigns v. Owner consultation services regarding employee matters contained in purchase and sale agreements or other related documents vi. Attendance at owner-requested Site Personnel transition meetings, development and implementation of employee retention and severance plans, performance of Owner-requested Site Personnel evaluations. J. Temporary fill-in for Site Personnel by Home Office Personnel. K. Obtain, maintain and renew insurance policies specific to the Facility or Site and required of NAES under Section 9.1. L. On-site outage support. M. On-site project management support, as requested by Owner. N. Site Physical Inventory Support O. Legal Support to Facility operations necessitated by occurrences outside NAES’s control, including, but not limited to, Owner Affiliate bankruptcy and claims made against Owner in which NAES is not a party. P. Environmental consulting up to 100 hours during the first Operating Year at no charge. VI. NAES SERVICES PERFORMED AT NEGOTIATED RATES A. Environmental consulting, program development, auditing, permitting, developing customized training material or delivering training, environmental plan development or modification, legacy or pre-existing issues support or Owner business support such as due diligence, asset sale, or strategic regulatory or permitting analysis. A-9 O&M Services Agreement between NAES Corporation and City of Dover 82

Exhibit #2 Item 1. B. NERC consulting, audit preparation, audit support, or functional registration with NERC on behalf of the Facility. C. Engineering or other support for plant emergencies, operational events, capital projects or other Facility improvement initiatives. D. Asset management functions. E. Direct placement and temporary staffing services performed by NAES’s staffing services division. F. Debit Card Account management services. G. Maintenance services performed by NAES subsidiaries or turbine services division. H. CMMS consulting, including development of modification of processes and products outside of the CMMS features available before the Takeover Date, including customization of the user interface or program functionality; development of customized reporting or customized integration solutions. I. Gridforce consulting services, balancing services, and transmission operations services. A - 10 O&M Services Agreement between NAES Corporation and City of Dover 83

Exhibit #2 Item 1. APPENDIX B – PERFORMANCE ADJUSTMENT Objective: The objective of the Performance Adjustment in Section 7.7 is to reward NAES for its performance in two areas: Facility Performance to optimize the value of the Facility in terms of its Rated Capacity and reduced forced outages, and budget performance. Eighty percent of the Performance Adjustment applies to Facility Performance; 20% applies to budget. Facility Performance: 80% The Facility Performance component is earned by dispatching when called upon and consistently delivering the Rated Capacity when the Facility dispatches. Thus, a calculation showing average hourly deliveries of 42.5 MW (Rated Capacity) would earn the full allocation for Facility Performance, provided that when PJM dispatches the Facility at lower than Rated Capacity, it will be deemed the Rated Capacity (42.5 MW) for each hour that NAES delivers the PJM designated dispatch capacity. For clarity, NAES will receive full credit as if the Facility delivered 42.5 MW. When the Facility delivers less than the Rated Capacity or less than the PJM designated dispatch capacity during the hours of dispatch, it is not achieving the performance objective. Calculation: The Facility Performance Adjustment is calculated for each hour that the Facility delivers the Rated Capacity. PJM dispatched capacity that is less than or greater than Rated Capacity shall be separately recorded. Forced Outage Hours shall be included in total hours dispatched by PJM. A ÷ B = Full Facility Performance Payment if > than 99% Where: A = Total hours Facility delivers at Rated Capacity and at PJM designated dispatch capacity. B: Total operating hours plus Unplanned and Forced Outage Hours (PJM schedule hours when unit fails to dispatch). Budget Performance: 20% Budget Performance is earned when the Budget adopted pursuant to Section 5.3 is within 3% of the actual expenditures for the budget year, exclusive of Force Majeure, equipment failure not caused by NAES, and charges for water, sewer, and electric. If Budget Performance is more than 3% than the adopted Budget, no Budget Performance will be awarded. C-1 O&M Services Agreement between NAES Corporation and City of Dover 84

Exhibit #2 Item 1. APPENDIX C - FACILITY DESCRIPTION AND SPECIFICATIONS Facility Site: Van Sant Unit 11 Thermal Energy Customer: None Public Utility: City of Dover Gas Supplier: Chesapeake Utilities Fuel Oil Supplier: TBD Equipment: GE 6000B Facility Capabilities: Minimum of 42.5 MW Points of Interconnection: 69 kV terminal of the generator step up transformer C-2 O&M Services Agreement between NAES Corporation and City of Dover 85

Exhibit #2 Item 1. APPENDIX D – NOTICES To Owner: City Manager 15 Loockerman Plaza Dover, DE 19903 FAX: 302-736-7002 Phone: 302-736-7005 With a copy to: Director of Electric Utility, Owner Representative 860 Buttner Place Dover, DE 19904 FAX: 302-736-7081 Phone: 302-736-7070 To NAES: Vice President, Legal and Compliance 1180 NW Maple St., Suite 200 Issaquah, WA 98027 FAX: 425-270-6398 Phone: 425-961-4700 D-1 O&M Services Agreement between NAES Corporation and City of Dover 86

Exhibit #2 Item 1. APPENDIX E - HOME OFFICE PERSONNEL RATES The following hourly billing rates apply to Home Office Personnel time reimbursable under Sections 7.2 and 7.6. These rates are valid through December 31, 2022. Rates for subsequent Years will be disclosed to Owner prior to becoming effective. Home Office Personnel Home Office Personnel POSITION under Section 7.6 under Section 7.2(x) POWER SERVICES Director $288 $311 Manager $242 $263 Process Analyst $140 $151 Sr. Environmental Specialist $195 $212 Environmental Specialist $184 $200 Chief Engineer $265 $287 Senior Engineer $222 $240 Engineer $200 $215 Project Engineer $171 $186 I&C Project Technician $146 $159 Sr. Operations Analyst $158 $171 Operations Analyst $134 $146 Supervisor, NERC Services $187 $202 NERC Compliance Testing Specialist $187 $202 NERC Sr. Reliability Specialist $171 $186 NERC Reliability Specialist $158 $171 Power Market Compliance Services Specialist $189 $205 GRIDFORCE President, Gridforce $265 $287 Vice President, Gridforce $242 $263 EMS Engineer $222 $240 Training Manager $200 $215 Lead Systems Operator $179 $194 Systems Operator $179 $194 System Analyst $162 $174 Security Engineer $200 $215 Project Engineer $101 $109 Analyst $99 $106 E-1 O&M Services Agreement between NAES Corporation and City of Dover 87

Exhibit #2 Item 1. Home Office Personnel Home Office Personnel POSITION under Section 7.6 under Section 7.2(x) Reliability Compliance $414 $447 Field Technical Service $345 $374 Project Management and Oversight $310 $336 Information Technology $310 $336 Energy Accounting $275 $297 Operations $248 $269 LEGAL & COMPLIANCE General Counsel $462 $501 Associate General Counsel $289 $313 Senior Corporate Counsel $242 $263 Corporate Counsel $222 $240 Manager, Governance & Compliance $214 $232 FINANCE Director/Controller $288 $311 Sr. Manager, Finance $222 $240 Manager, Finance $179 $194 Sr. Accountant $162 $174 Sr. Payroll Analyst $146 $159 Accountant $118 $127 HUMAN RESOURCES VP, HR $328 $355 Manager, HR Canada $242 $263 Employee Relations Manager, HR $210 $228 Manager, HR $187 $202 Recruiter, HR $143 $154 Generalist, HR $162 $174 ADMIN Manager $171 $186 Sr. IT Support $179 $194 Administrative Asst. $99 $106 E-2 O&M Services Agreement between NAES Corporation and City of Dover 88

Exhibit #2 Item 1. APPENDIX F – PROJECT AGREEMENTS 1. PJM Membership Agreement 2. Interconnection Agreement with Delmarva Power & Light Co 3. Fuel Acquisition Agreement with Chesapeake Utilities 4. Notice: Designation of Energy Manager and scope (i.e., fuel procurement, energy management, scheduling, etc.) 5. Risk Management Criteria/Agreement . F- 1 O&M Services Agreement between NAES Corporation and City of Dover 89

Item 2. WORKFORCE DEVELOPMENT & REGISTERED APPRENTICESHIP Jeremy McEntire Polytech Adult Education jeremy.mcentire@polytech.k12.de.us 90

Item 2. AREAS OF CONCENTRATION Construction Maintenance IT, Education, & Leadership 91

Item 2. Entry-Level Building Construction Core Building Construction Core (ELL) Apprenticeship Electrical HVAC/R CONSTRUCTION Plumbing Electronics Systems Technician TRADES Welding/Fabrication Masonry Civil Construction Laborer Professional Development License/Cert Prep Refrigeration Recovery Troubleshooting OSHA 10 & 30-hr. 92

Item 2. Entry-Level Maintenance Fundamentals Maintenance Fundamentals for ELLs Apprenticeship Industrial Maintenance Mechanics MAINTENANCE Industrial Machine Systems Technician Automotive Technician TRADES Diesel Technician Water Systems Operator Industry Training Wastewater Technician Heavy Equipment Maintenance Continuing Education Outdoor Power Equipment PLCs & Automation Electro-Mechanical Troubleshooting Technician OSHA 10 & 30 hr. Warehouse & Forklift 93

Item 2. Entry-Level IT Fundamentals (CompTIA ITF) Apprenticeship Computer Foundations (Component of IMST) Computer Support Specialist* (CompTIA A+) Network Technician* (CompTIA Net+, Cisco IT, EDUCATION, CCNA) *PAE serves as an “Apprenticeship & LEADERSHIP Intermediary” for local industry partners Industry Training Early Care and Education I & II Frontline Supervision Frontline Management Frontline Leadership 94

Item 2. School of Aviation Maintenance Location Programs  Airframe & Powerplant (A&P) Certification Prep  General Aviation Maintenance  Aviation Maintenance Apprenticeship NEW PROGRAMS CDL & INITIATIVES Vehicles Apprentice Model Youth Apprenticeship In-School Pathway Out-of-School Pathway Connections to Local Public/Charter Schools 95

Item 2. New Options for Further Learning Articulation Agreements (Wilmington University & DSU)  Credit for Related Technical Instruction (Classroom)  Credit for On-the-Job Training (OJT) NEW PROGRAMS Program Alignment  Construction & INITIATIVES  Nursing  Aviation Expanded Program Delivery Models Traditional and Hybrid Learning Accelerated Schedules 96

Item 2. For more information about Apprenticeship programs QUESTIONS? at Polytech Adult Education: polytechworks.com or jeremy.mcentire@polytech.k12.de.us 97

Item 2. Adult H.S. / GED® Prep Groves Adult High School ACCREDITED BY THE MIDDLE STATES ASSOCIATION OF COLLEGES AND SCHOOLS James H. Groves Adult High School is a state-approved secondary school designed to provide adults and out-of-school youth with an opportunity to complete a high school education and earn a State of Delaware High School Diploma. Adult H.S classes provide How can I earn credits? an option for students who: Earn graduation credits through: • Need to work for financial reasons. • James H. Groves AHS Classes • Have family responsibilities. • Certificate of • Need the flexibility of day and Educational Attainment (CEA)3 evening classes in an 8-week format. • Employment or Training Experiences • Technical Courses What are the requirements? • Military Training English 4 credits • Higher Education Courses Social Studies 3 credits • High School Courses Mathematics 4 credits Previously Completed Science 3 credits • Community Service Health .5 credit Which courses I will need? How to Register: Career Pathway 3 credits Foreign Language* 2 credits During registration, counselors will 1 Call 302.697.4545 to reserve evaluate your educational history and Electives 4.5 credits assist you in determining your credit a seat for a registration session. *Students who were enrolled in the 9th grade needs and proper placement. for the first time prior to 2011 are exempted 2 Attend registration session from the foreign language requirement. and complete info packet. Non-refundable $40 materials fee FEE INFORMATION u per-semester, due at registration. 3 Return for assessment in reading and math.* 4 Meet with a counselor GED® Testing Program to enroll in classes. *AHS: Payment of $40 materials is required when This program prepares students to earn a secondary credential students demonstrate 9th grade level of mastery. through testing. This state document is recognized by the Delaware GED® preparation classes are FREE. Official GED® testing is $30 for each of the four test sections. State Board of Education for the purposes of employment, licensing, and admission to most post high school educational institutions. Classes fill quickly. What is the GED® Test? Preparing for the GED® Test Call today to reserve your seat! Four individual computer-based tests: GED® test preparation classes are • Reasoning Through Language Arts • Mathematical Reasoning held in Woodside during the day and evening. Classes are also available in Dover, Milford, and Smyrna, Delaware. 302.697.4545 • Science polytechworks.com • Social Studies • GED® Preparation: FREE FEE INFORMATION u • Each individual GED® Test: $30 • Complete GED® Testing: $120 Our training is your pathway to success. 98 A division of Polytech School District