Attachment

REGULAR COUNCIL MEETING The Regular Council Meeting was held on April 11, 2011 at 7:30 p.m. with Council President Hogan presiding. Council members present were Mr. Leary, Mr. McGiffin, Dr. McGlumphy, Mr. Ruane, Mrs. Russell, Mr. Salters, and Mrs. Williams. Mr. Bonar was absent. Council staff members present were Police Chief Hosfelt, Ms. Russell, Mrs. Mitchell, Mrs. Townshend, Fire Chief Fortney, Mr. DePrima, City Solicitor Rodriguez, and Mrs. McDowell. Mayor Carey was also present. OPEN FORUM The Open Forum was held at 7:15 p.m., prior to commencement of the Official Council Meeting. Council President Hogan declared the Open Forum in session and reminded those present that Council was not in official session and could not take formal action. Mr. Joe Simmons, 203 Pebble Valley Drive, referred to the construction of the new Dover High School and stated his interest in community projects that address the needs of children. He proposed that the Capital School District consider including a multi-purpose gymnasium large enough to accommodate large tournaments. In addition, he suggested that a walking track be incorporated, which would allow for more community involvement. Mr. Simmons noted that the current Dover High School gymnasium has been used as a disaster shelter in times of emergency, as a venue for large events, and for sports leagues and that it also has been made available for the use of outside organizations. Mr. Simmons suggested that the Capital School District build a gymnasium with a capacity for 2,500-3,500 persons. It was his feeling that, since Dover High School will be centrally located, it should have one of the better gyms in the State and he proposed that local hotels, restaurants, and businesses support construction of the gym. Noting that plans to construct a new civic center in the area are not moving forward at this time, Mr. Simmons stated that, although the Dover High School gym could not replace the Civic Center, it could provide a facility or venue to serve large events. He stated that the Delaware State University gym can accommodate a crowd of 2,500 and the University of Delaware allows up to 5,000. He suggested that the City consider partnering with the Capital School District for the construction of a large facility since it would provide a tremendous benefit to the City, and he advised members that he will be discussing this proposal with local legislators in hopes of obtaining bond funds. The invocation was given by Chaplain Dixon, followed by the Pledge of Allegiance. AGENDA ADDITIONS/DELETIONS Dr. McGlumphy moved for approval of the agenda as presented, seconded by Mr. Leary and unanimously carried. Mr. Leary moved for approval of the consent agenda, seconded by Mrs. Williams and carried by a unanimous roll call vote (Mr. Bonar absent). ADOPTION OF MINUTES - REGULAR COUNCIL MEETING OF MARCH 28, 2011 The Minutes of the Regular Council Meeting of March 28, 2011 were unanimously approved by motion of Mr. Leary, seconded by Mrs. Williams and bore the written approval of Mayor Carey.

CITY COUNCIL MEETING OF APRIL 11, 2011 PAGE 2 PRESENTATION - GOVERNMENT FINANCE OFFICERS ASSOCIATION (GFOA) DISTINGUISHED BUDGET AWARD The Distinguished Budget Presentation Award for Fiscal Year beginning July 2010, from the Government Finance Officers Association (GFOA), was awarded to the City of Dover. This award recognizes the excellent manner in which the City prepares and presents its budget. Mayor Carey read the following into the record: “The Distinguished Budget Presentation Awards Program was established by the GFOA (Government Financial Officers Association) to encourage and assist state and local governments with the preparation of budget documents of the very highest quality. Documents submitted must reflect both the guidelines established by the National Advisory Council on State and Local Budgeting and the GFOA's recommended practices on budgeting. GFOA then recognizes individual governments that succeed in achieving that goal. Documents submitted to the Budget Awards Program are reviewed by selected members of the GFOA professional staff and by outside reviewers with experience in public-sector budgeting. In the State of Delaware, New Castle and Wilmington are the only other municipalities that receive this award, and they have twice the number of budget staff that the City employs. Dover has received this award for over 20 years. This is an outstanding accomplishment. It is my pleasure to present the GFOA Distinguished Budget Presentation Award for the Fiscal Year beginning July 1, 2010 to Terry Tieman. Congratulations.” Mayor Carey presented the award to Mrs. Teresa Tieman, Senior City Administrator. He noted that the City has received this award for 22 years and that this is the 20th time the award has been received by Mrs. Tieman. Mrs. Tieman advised members that GFOA is a premier organization that serves the education and career development needs of over 17,500 government officials in the United States and Canada. She stated that the GFOA also focuses on recognizing achievements in Financial Reporting and Budget Presentations, and that the City of Dover participates in both of these programs. She explained that, as a part of this process, the City works to produce documents that meet established governmental accounting standards and, in turn, it is hoped that the City will receive affirmation of this work through the GFOA recognition programs. Reiterating that this is the 22nd year of recognition for this award, Mrs. Tieman noted that the City is one of only three (3) entities in the State of Delaware to receive such an award and, statewide, the City has received the award more than any other entity, which she stated is exceptional for a City the size of Dover. Mrs. Tieman advised members that receipt of these awards is a strong indicator that the City’s budget is an accurate reflection of the workplan and goals established by the Mayor and Council.

CITY COUNCIL MEETING OF APRIL 11, 2011 PAGE 3 She thanked the Mayor and Council for their guidance in the budget process during these past few years, noting that, due to the economy, the past few budgets have been extremely difficult to develop and implement. She stated that the City’s budget is the result of a team effort and recognized all departments and employees who continue to provide good service under continued cutbacks. Mrs. Tieman relayed appreciation to Budget Team members Mr. Anthony DePrima, City Manager, and Mrs. Donna Mitchell, Controller/Treasurer. A special thank you was relayed to Ms. Hollie Ford, Administrative Assistant, for putting the final Budget together. PROCLAMATION - ARBOR DAY The City Clerk read the following Proclamation into the record: WHEREAS, J. Sterling Morton, a Nebraska pioneer, understood that trees were needed for fuel and building materials, for shade from the hot sun, and as windbreaks to keep soil in place; and WHEREAS, J. Sterling Morton advocated tree planting by individuals and civic organizations and, on January 4, 1872, proposed a tree-planting holiday to be called “Arbor Day”; and WHEREAS, the first holiday was set for April 10, 1872, with prizes being offered to counties and individuals for properly planting the largest number of trees and it was estimated that more than one million trees were planted in Nebraska that day; and WHEREAS, in 1885, Arbor Day was named a legal holiday in Nebraska and April 22, Morton’s birthday, was selected as the date for its permanent observance. Today, it is most common for Arbor Day to coincide with the best tree planting weather for the region; and WHEREAS, the City of Dover was named a Tree City USA in 2010 for the twenty-first consecutive year by the National Arbor Day Foundation, recognizing Dover for its outstanding urban forestry program; and WHEREAS, the City of Dover Planning and Inspections Department’s Tree Planting and Preservation Ordinance has caused the planting of thousands of trees in all subdivisions and commercial sites since 1992 and the City has been aggressively planting street trees, which are trees planted between the curb and the sidewalk, in almost every available site in the City; and WHEREAS, the Delaware State champion American Elm on The Green may be the only living witness to the United States Constitution Ratification enacted at the Golden Fleece Tavern 233 years ago, underscoring that the planting and caring for trees is a special gift that one generation passes down to the next. NOW, THEREFORE, I, CARLETON E. CAREY, SR., MAYOR OF THE CITY OF DOVER, DELAWARE, do hereby proclaim April 23rd, 2011 as ARBOR DAY in the City of Dover, and urge all citizens to support the efforts to care for our trees along our streets, in our parks, and in our yards. As the City of Dover plants trees on public property, I urge all citizens to plant trees on their property to enhance the environment and promote the well-being of present and future generations.

CITY COUNCIL MEETING OF APRIL 11, 2011 PAGE 4 Mayor Carey presented the Proclamation to Mr. Bill Cooper, Superintendent of Grounds, and relayed appreciation to Mr. Cooper and his co-workers for the exceptional work performed in beautifying the City. Mr. Cooper stated that his staff works hard on the beautification program and explained the importance of planting trees. He stated that staff has been very aggressive in planting trees along the streets and in parks and open spaces. He expressed pride in the tree plantings along the St. Jones River, from Silver Lake Park to Division Street, noting that more than 250 trees, 700 shrubs, and several hundred perennials have been planted in this area. He advised members that an Arbor Day celebration will be held on Monday, April 25, 2011, from 9:00 a.m. to 10:30 a.m., at Park Drive and invited all to participate in the event. In response to Mr. Salters, Mr. Cooper stated that the American Elm on The Green mentioned in the Proclamation is the grandest (18’ in circumference) and most beautiful tree in the City. He appreciated the compliment provided and noted that his predecessor, Mr. Orville Myers, would be proud of the City’s accomplishments. He indicated that Mr. Myers had a great love for plants as well as for the community. PUBLIC HEARING/FINAL READING - PROPOSED ORDINANCE #2011-01 A public hearing was duly advertised for this time and place to consider approval of Proposed Ordinance #2011-01, zoning text amendments, that would add solar energy systems and small wind energy systems as accessory uses within all zoning districts; set standards for these systems to ensure protection of the character of the zones, as well as public health, safety and welfare; and add definitions for such systems to the Zoning Ordinance. Mr. Salters moved that the Final Reading of Proposed Ordinance #2011-01 be acknowledged by title only, seconded by Mr. Leary and unanimously carried. (The First Reading of the Proposed Ordinance was accomplished during the Council Meeting of February 14, 2011.) Mrs. Ann Marie Townshend, Director of Planning and Community Development, advised members that staff developed the Proposed Ordinance in support of the recommendation in the 2008 Comprehensive Plan to promote green energy and building practices by removing obstacles in the Building Code and Zoning Ordinances. She stated that the Proposed Ordinance would allow small wind energy systems and solar energy systems as an accessory use within all zoning districts. Mrs. Townshend explained that the Proposed Ordinance sets standards, such as height, setback, and screening, to ensure that the placement of such structures protects the character of the surrounding area. In developing the Proposed Ordinance, Mrs. Townshend stated that staff reviewed the provisions of the State statute regarding small wind energy systems, which limit the ability of local governments to regulate these systems in residential districts. She assured members that the standards set forth in the State statute are mirrored in the City’s Proposed Ordinance. She also stated that the Ordinance adds definitions for “small wind energy systems” and “solar energy systems.” Mrs. Townshend advised members that the Planning Commission recommended approval of Proposed Ordinance #2011-01 as presented.

CITY COUNCIL MEETING OF APRIL 11, 2011 PAGE 5 Responding to Mr. Ruane, Mrs. Townshend stated that one (1) property owner has spoken to staff about solar use and that the City has received its first application for a solar energy system, which will be considered by the Planning Commission. She explained that this relates to an expansion planned at the Delaware Technical and Community College (DTCC) Dover Campus. She explained that DTCC is proposing wind turbines as an accessory use within the campus as well. She confirmed that the Proposed Ordinance has a practical purpose, in addition to addressing concerns related to protecting the environment for the future. Council President Hogan declared the public hearing open. Mr. John Paradee, of Prickett, Jones, and Elliott, 11 North State Street, stated that he represents Mr. Donald Burge of CD Realty Advisors, a property owner who is planning a project that is likely to be the subject of an application for a solar facility. He advised members that Governor Markell is encouraging all local governments to undertake efforts to pursue renewable energy and noted that the City’s Comprehensive Plan encourages code amendments that foster green energy. It was his feeling that the Proposed Ordinance has been carefully reviewed and written in a way that provides the most attractive benefits for property owners, while at the same time allowing for appropriate buffers and safeguards for property owners adjacent to such facilities. Mr. Donald Burge, CD Realty Advisors, 200 South Broad Street, Philadelphia, stated that his organization owns the Silver Lake Office Project which consists of six (6) buildings and that the primary tenants of all of the buildings are agencies of the State of Delaware. He explained that the proposed project would provide solar energy to these buildings and that the Proposed Ordinance would allow for the project. Mr. Burge stated the intention that most of the equipment for the project would be obtained from Delaware and local contractors would perform the work. It was his feeling that the Proposed Ordinance has both immediate and long-term benefits and shows a great deal of forethought by the City. Mr. Burge stated that such an ordinance would eliminate the need to undergo an extensive process when future projects are considered. There being no one else present wishing to speak, Council President Hogan declared the public hearing closed. By motion of Mr. Ruane, seconded by Mr. McGiffin, and by a unanimous roll call vote (Mr. Bonar absent), Council adopted Ordinance #2011-01, as follows: BE IT ORDAINED BY THE MAYOR AND COUNCIL OF THE CITY OF DOVER, IN COUNCIL MET: That Appendix B - Zoning, Article 5 - Supplementary Regulations be amended by adding a new section 20 as follows: Section 20. Solar and small wind energy systems. Solar energy systems and small wind energy systems shall be permitted as accessory uses within all zones subject to the following requirements:

CITY COUNCIL MEETING OF APRIL 11, 2011 PAGE 6 20.1 Residential Zones. 20.11 Solar energy systems shall be subject to the following: (a) Ground-mounted solar energy systems shall be permitted only in the rear yard. (b) Ground-mounted solar energy systems shall be set back a minimum of five feet from side and rear property lines, or the height of the tallest point on the system, whichever is greater. (c) Ground-mounted solar energy systems shall not exceed 15 feet in height. (d) Ground-mounted solar energy systems shall be visually screened from adjacent properties to a height of six feet by either an opaque fence or a dense vegetative screen. (e) All exterior electrical and/or plumbing lines must be buried below the surface of the ground and placed in a conduit. (f) Roof-mounted solar energy systems must comply with all building height requirements for the zoning district where the system is to be installed. 20.12 Small wind energy systems in residential zones shall be subject to the following restrictions: (a) Small wind energy systems shall be set back 1.0 times the turbine height from adjoining property lines. Turbine height means the height of the tower plus the length of one blade. (b) The aggregate noise or audible sound of a small wind energy system shall not exceed five decibels above the existing average noise level of the surrounding area and shall be restricted to a maximum of 60 decibels measured at any location along the property line of the parcel where the small wind energy system is located. (c) Small wind energy systems shall be free from signage, advertising, flags, streamers, decorative items, or any item not related to the operation of the wind turbine. Electric wiring for the turbines shall be placed underground for non-building integrated systems. (d) Small wind energy systems shall not be permitted within the H (Historic District) Zone.

CITY COUNCIL MEETING OF APRIL 11, 2011 PAGE 7 (e) Any small wind energy system shall be visually screened to a height of six feet by either an opaque fence or a dense vegetative screen from any properties or structures included on the National Register of Historic Places. 20.2 Non-Residential Zones. 20.21 Solar energy systems shall be subject to the following: (a) For the purposes of this subsection, a use is considered accessory if it is located within a complex or campus that includes one or more contiguous lots under common ownership and management, where the principal use of the complex or campus is other than a solar energy system, and the energy generated by the solar energy system is intended to primarily reduce on-site consumption of utility-supplied energy. (b) Ground-mounted solar energy systems shall not occupy more than 30 percent of the lot area of the complex or campus for which the solar energy system is proposed. (c) If ground-mounted solar energy systems are proposed to occupy more than 30 percent of the lot area of the complex or campus, their placement shall be subject to conditional use approval by the Planning Commission. (d) Ground-mounted solar energy systems shall not be located between the principal structure and the street upon which the principal structure fronts. (e) All exterior electrical and/or plumbing lines must be buried below the surface of the ground and placed in a conduit. (f) Solar energy systems, whether roof-mounted or ground-mounted, must comply with all building setback and height requirements for the zoning district where the system is to be installed. 20.22 Small wind energy systems shall be subject to the following restrictions: (a) Small wind energy shall be set back 1.0 times the turbine height from adjoining property lines. Turbine height means the height of the tower plus the length of one blade. (b) The aggregate noise or audible sound of a wind system shall not exceed five decibels above the existing average noise level of the surrounding area and shall be restricted to a maximum of 60 decibels measured at any location along the property line to the parcel where the small wind energy system is located.

CITY COUNCIL MEETING OF APRIL 11, 2011 PAGE 8 (c) Small wind energy systems shall be free from signage, advertising, flags, streamers, decorative items, or any item not related to the operation of the wind turbine. Electric wiring for the turbines shall be placed underground for non-building integrated systems. (d) Small wind energy systems shall not be permitted within the H (Historic District) Zone. (e) Any small wind energy system shall be visually screened to a height of six feet by either an opaque fence or a dense vegetative screen from any properties or structures included on the National Register of Historic Places. 20.3 Decommissioning. Solar energy systems and/or small wind energy systems must be maintained and kept in a state suitable for immediate operation. When it can be demonstrated that a solar energy system or small wind energy system, as approved in accordance with this section, is in a state of disrepair and is not suitable for immediate operation, that system shall be removed and the accessory use terminated. BE IT FURTHER ORDAINED: That Appendix B - Zoning, Article 12 - Definitions, be amended to add the following definitions: Solar energy system. Any solar collector or other solar energy device, or any structural design feature, mounted on a building or on the ground, and whose primary purpose is to provide for the collection, storage, and distribution of solar energy for space heating or cooling, for water heating, or for electricity. Small wind energy system. A wind energy conversion system consisting of a wind turbine, a tower, and associated control or conversion electronics which is intended to primarily reduce on site consumption of utility-supplied energy. ADOPTED: APRIL 11, 2011 PUBLIC HEARING/FINAL READING - PROPOSED ORDINANCE #2011-08 A public hearing was duly advertised for this time and place to consider approval of Proposed Ordinance #2011-08 amending the 2008 Comprehensive Plan by replacing Map 12-1: Land Development Plan. The Proposed Ordinance would adopt amendments to the 2008 Comprehensive Plan, as amended on November 23, 2009 and March 14, 2011. Mr. Leary moved that the Final Reading of Proposed Ordinance #2011-08 be acknowledged by title only, seconded by Mr. Salters and unanimously carried. (The First Reading of this ordinance was accomplished during the Council Meeting of February 28, 2011.)

CITY COUNCIL MEETING OF APRIL 11, 2011 PAGE 9 Planner's Review Mrs. Ann Marie Townshend, Director of Planning and Community Development, reviewed the proposed amendments to the 2008 Comprehensive Plan. She noted that the proposal would result in two (2) amendments, as follows: • Land Use Classification Change from Industrial to Residential High Density (Map 12-1): This is an applicant-initiated request to change property from an Industrial and Public Utilities land use classification to a Residential High Density land use classification. The property is located north of College Road, just east of the railroad tracks. This proposed amendment was initially part of the amendments reviewed at the February 22, 2011 meeting of the Planning Commission, but consideration by Council was delayed due to an administrative error involving the associated rezoning application. This amendment is associated with a rezoning request to be considered by City Council during the latter part of the meeting (see Proposed Ordinance #2011-04). • Land Use Classification Change from Institutional to Residential High Density (Map 12-1): This is an applicant-initiated request to change property from an Institutional land use classification to Residential High Density land use classification. The property is located at 101-405 Doveview Drive, just north of Delaware Route 8 between Saulsbury Road and the Modern Maturity Center. It was previously approved under a PND: Senior Citizen Housing Option, as senior apartments. The applicant wishes to develop as apartments without an age restriction. Referring to the first amendment, Mrs. Townshend advised members that at the Planning Commission meeting of March 21, 2011, the applicant made a case in favor of a Residential High Density land use classification, stating that the type of apartment building permitted the site. She noted that the applicant stated that the bulk standards and features on the site would prevent the full utilization of high density on the site, however, would provide design flexibility that would allow for less impact on the environmental resources on the site. She noted that, following the public hearing, the Planning Commission recommended approval of the requested Comprehensive Plan amendment from the Industrial land use classification to Residential High Density. With reference to the second amendment, Mrs. Townshend reminded members that on March 14, 2011, City Council held a public hearing on the proposed amendments to the 2008 Comprehensive Plan. She stated that, at that time, members of the public expressed concern about the required cross-access drive between the Modern Maturity Center and the Doveview site if the Doveview apartments were to be open to non-senior citizen residents. Following the public hearing, City Council moved to defer action until the Planning Commission had considered a request by the Modern Maturity Center to eliminate the cross-access requirement between the sites. On March 21, 2011, after a public hearing where members of the public testified with regards to this request, the Planning Commission voted to eliminate the requirement for a cross-access drive, continuing to require a cross-access path for pedestrians and golf carts. Therefore, Mrs. Townshend assured members that there would be no vehicle connection between the Modern Maturity Center and the Doveview site.

CITY COUNCIL MEETING OF APRIL 11, 2011 PAGE 10 Council President Hogan declared the public hearing open. Mr. Gregory Moore, Becker Morgan Group, 309 South Governors Avenue, stated that the action of the Planning Commission has resolved the concerns relayed during the previous meeting regarding the cross-access. He reminded members that he represents Sun Trust Bank, who currently owns the property known as Doveview Apartments, and relayed support for the proposed amendments. There being no one else wishing to speak, Council President Hogan declared the public hearing closed. Mr. Leary moved for the adoption of Proposed Ordinance #2011-08, amending the Comprehensive Plan, as recommended by the Planning Commission. The motion was seconded by Mr. Salters and by a unanimous roll call vote (Mr. Bonar absent), Council adopted Ordinance #2011-08, as follows: AN ORDINANCE AMENDING THE 2008 COMPREHENSIVE PLAN BY REPLACING MAP 12-1: LAND DEVELOPMENT PLAN WHEREAS, the City Council of the City of Dover, on February 9, 2009, adopted the 2008 Comprehensive Plan pursuant to Title 22, Section 702 of the Delaware Code; and WHEREAS, the Honorable Jack Markell, Governor of the State of Delaware, certified the 2008 Comprehensive Plan on April 24, 2009; and WHEREAS, the City Council of the City of Dover, on November 23, 2009, adopted the 2009 Comprehensive Rezoning Project and 2009 Comprehensive Plan Amendments; and WHEREAS, the 2008 Comprehensive Plan allows for an annual amendment process; and WHEREAS, a property owner has requested an amendment to the Land Development Plan Map (Map 12-1) in accordance with the process set forth in the 2008 Comprehensive Plan, and an administrative error caused incomplete public notice with regards to the rezoning application associated with this request, causing a delay in the Planning Commission hearing the application on the originally scheduled date of February 22, 2011; and WHEREAS, the Planning Commission held a public hearing on March 21, 2011, after which the Commission made a recommendation in regards to the proposed amendments to the Land Development Plan related to the above request. NOW, THEREFORE, BE IT ORDAINED THAT the Mayor and Council of the City of Dover hereby amend Map 12-1: Land Development Plan of the 2008 Comprehensive Plan, as amended on November 23, 2009 and on March 14, 2011, by replacing the referenced map with the Amended Map 12-1 presented to City Council on April 11, 2011. ADOPTED: APRIL 11, 2011

CITY COUNCIL MEETING OF APRIL 11, 2011 PAGE 11 PUBLIC HEARING/FINAL READING - PROPOSED ORDINANCE #2011-04 - REZONING OF PROPERTY LOCATED AT GROVE STREET AND RAILROAD AVENUE, OWNED BY COLLEGE ROAD MANAGEMENT, INC., KENT STORAGE FACILITIES, LLC, AND LORALEX COMPANY, LLC A public hearing was duly advertised for this time and place to consider rezoning of property located at Grove Street and Railroad Avenue, owned by College Road Management, Inc., Kent Storage Facilities, LLC, and Loralex Company, LLC, consisting of four (4) parcels totaling 30.78+/- acres. The property is currently zoned M (Manufacturing) and the proposed zoning is RG-5 (General Residence Zone for Mid-Rise Apartments). The subject property is located north of College Road and east of the railroad corridor and Railroad Avenue. (Tax Parcels: ED05-067.00-02-53.00-000, ED05-067.00-02-54.00-000, ED05-067.00-02-55.00-000, and ED05-067.00-02-56.00-000; Fourth Council District; Planning Reference: Z-11-02.) Mr. Salters moved that the Final Reading of Proposed Ordinance #2011-04 be acknowledged by title only, seconded by Mrs. Williams and unanimously carried. (The First Reading of the Proposed Ordinance was accomplished during the Council Meeting of January 24, 2011.) Planner's Review Mrs. Ann Marie Townshend, Director of Planning and Community Development, reviewed the petition to amend the zoning district and the findings and recommendations of the Planning Commission. She noted that the Planning Commission recommended approval of the rezoning request. In response to Mr. Ruane’s concerns regarding a buffer between the railroad and residential properties, Mrs. Townshend stated that this issue would be discussed during the site plan review and any requirements would be determined at that time. She confirmed that the Municipal Code contains no relevant buffering requirements. Council President Hogan declared the public hearing open. There being no one present wishing to speak, Council President Hogan declared the public hearing closed. Mr. Ruane relayed his opposition to the rezoning request, explaining that there is a need for more manufacturing in the City and that this property was probably designated in the Manufacturing land use category due to its close proximity to the railroad. He noted that he had experience residing near a railroad and felt that the proposal would be problematic. Mr. Salters moved for approval of the rezoning request, as recommended by the Planning Commission. The motion was seconded by Mrs. Russell and by a roll call vote of seven (7) yes, one (1) no (Mr. Ruane), and one (1) absent (Mr. Bonar), Council adopted Ordinance #2011-04, as follows: AN ORDINANCE AMENDING THE ZONING ORDINANCE AND ZONING MAP OF THE CITY OF DOVER BY CHANGING THE ZONING DESIGNATION OF PROPERTY LOCATED AT GROVE STREET AND RAILROAD AVENUE

CITY COUNCIL MEETING OF APRIL 11, 2011 PAGE 12 WHEREAS, the City of Dover has enacted a zoning ordinance regulating the use of property within the limits of the City of Dover; and WHEREAS, it is deemed in the best interest of zoning and planning to change the permitted use of property described below from M (Manufacturing Zone) to RG-5 (General Residence Zone for Mid-Rise Apartments). NOW, THEREFORE, BE IT ORDAINED BY THE MAYOR AND COUNCIL OF THE CITY OF DOVER, IN COUNCIL MET: 1. That from and after the passage and approval of this ordinance the Zoning Map and Zoning Ordinance of the City of Dover have been amended by changing the zoning designation from M (Manufacturing Zone) to RG-5 (General Residence Zone for Mid-Rise Apartments) on that property located at Grove Street and Railroad Avenue, north of College Road and east of the railroad corridor and Railroad Avenue, consisting of four (4) parcels of land totaling 30.78+/- acres, owned by College Road Management, Inc.; Kent Storage Facilities, LLC; and Loralex Company, LLC. ADOPTED: APRIL 11, 2011 FINAL READING - PROPOSED ORDINANCE #2011-05 - REZONING OF PROPERTY LOCATED AT 101-405 DOVEVIEW DRIVE (DOVEVIEW APARTMENTS), OWNED BY CRM MID-ATLANTIC, LLC AND SUN TRUST BANK During their Regular Meeting of March 14, 2011, members of Council held a public hearing to consider rezoning of property located at 101-405 Doveview Drive (Doveview Apartments), consisting of 6.735+/- acres, owned by CRM Mid-Atlantic, LLC and Sun Trust Bank. The property is currently zoned IO (Institutional and Office) and subject to the COZ-1 (Corridor Overlay Zone) and the proposed zoning is RG-5 (General Residence Zone for Mid-Rise Apartment) and subject to the COZ-1. The property is located on the north side of Forrest Avenue (Route 8) just west of the Saulsbury Road intersection. (Tax Parcel: ED05-076.07-01-30.00-000; First Council District; Planning Reference: Z-11-03.) On March 14, 2011, Council deferred action on Proposed Ordinance #2011-05 for the rezoning of property located at 101-405 Doveview Drive (Doveview Apartments). Mr. Salters moved that the Final Reading of Proposed Ordinance #2011-05 be acknowledged by title only, seconded by Mr. Leary and unanimously carried. (The First Reading of the Proposed Ordinance was accomplished during the Council Meeting of January 24, 2011 and the Final Reading was deferred on March 14, 2011.) Planner's Review Mrs. Ann Marie Townshend, Director of Planning and Community Development, reviewed the petition to amend the zoning district and the findings and recommendations of the Planning Commission. She noted that the Planning Commission recommended approval of the rezoning request. She stated that earlier during this meeting, members of Council approved Ordinance #2011-03 which adopted the 2008 Comprehensive Plan Amendment. She reminded members that the cross-access requirement was removed from the Modern Maturity Center site plan and that this requirement was the major concern relayed during the Council Meeting of March 14, 2011.

CITY COUNCIL MEETING OF APRIL 11, 2011 PAGE 13 Mr. Salters moved for approval of the rezoning request, as recommended by the Planning Commission. The motion was seconded by Mrs. Williams and by a unanimous roll call vote (Mr. Bonar absent), Council adopted Ordinance #2011-05, as follows: AN ORDINANCE AMENDING THE ZONING ORDINANCE AND ZONING MAP OF THE CITY OF DOVER BY CHANGING THE ZONING DESIGNATION OF PROPERTY LOCATED AT 101-405 DOVEVIEW DRIVE WHEREAS, the City of Dover has enacted a zoning ordinance regulating the use of property within the limits of the City of Dover; and WHEREAS, it is deemed in the best interest of zoning and planning to change the permitted use of property described below from IO (Institutional and Office Zone) and subject to COZ-1 (Corridor Overlay Zone) to RG-5 (General Residence Zone for Mid-Rise Apartments) and subject to COZ-1 (Corridor Overlay Zone). NOW, THEREFORE, BE IT ORDAINED BY THE MAYOR AND COUNCIL OF THE CITY OF DOVER, IN COUNCIL MET: 1. That from and after the passage and approval of this ordinance the Zoning Map and Zoning Ordinance of the City of Dover have been amended by changing the zoning designation from IO (Institutional and Office Zone) and subject to COZ-1 (Corridor Overlay Zone) to RG-5 (General Residence Zone for Mid-Rise Apartments) and subject to COZ-1 (Corridor Overlay Zone) on that property located at 101-405 Doveview Drive (on the north side of Forrest Avenue (Route 8) just west of the Saulsbury Road intersection), consisting of 6.735+/- acres, owned by CRM Mid-Atlantic, LLC and SunTrust Bank. ADOPTED: APRIL 11, 2011 SPECIAL PARKS, RECREATION, AND COMMUNITY ENHANCEMENT COMMITTEE REPORT - MARCH 24, 2011 A Special Parks, Recreation, and Community Enhancement Committee meeting was held on March 24, 2011 with Chairwoman Russell presiding. Community Development Block Grant (CDBG) Application Review Mrs. Tracey Harvey, Community Development Manager, noted that members would be serving as the Community Development Block Grant (CDBG) Review Panel for the CDBG Applications for Fiscal Year 2011. As such, members were provided with a list of applicants, staff reports summarizing each application, a CDBG Interview Schedule, a breakdown of federal resources available for use, the total amount of grant funds requested, CDBG scoring criteria, and a 2011 CDBG Review Panel Scoring Sheet for each applicant. She requested that members summarize their evaluation of each application on the CDBG Grant Application Review Sheet and provide a score based on the information presented. Mrs. Harvey explained that the numbers in parenthesis next to each measure indicate the maximum score for a given category and that the maximum total points is 100.

CITY COUNCIL MEETING OF APRIL 11, 2011 PAGE 14 Mrs. Harvey advised members that the total amount of grant funds available for activities is $228,406 and explained the allocation requirements of the grant, as follows: CDBG Funds Allocation $270,000 Anticipated Program Income $ 15,507 Total Grant Allocation $285,507 20% of the grant must be allocated for $285,507 Program Administration x.20 $57,101 Grant Funds Available for Activities $228,406 Total Grant Funds Requested by Applicants $540,347 Mrs. Harvey cautioned that, according to CDBG requirements, funds awarded for public service activities cannot exceed 15% of the total grant allocation ($42,826). Mrs. Ann Marie Townshend, Director of Planning and Community Development, advised members that until the federal budget process is complete, the funding level of the City’s CDBG allocation is uncertain. She noted that the City’s representative from the Department of Housing and Urban Development suggested using the City’s FY 2009 allocation for budgeting purposes. Mrs. Townshend stated that members should understand that subgrant funding levels may need to be adjusted after Congress adopts a final budget. By unanimous consent (Mr. Ruane absent during this portion of the meeting) , members agreed that they would abide by a procedure adopted in previous years whereby applications that receive fewer than 70 points in the scoring process would be removed from consideration. Oral Presentations Each applicant was provided an opportunity to make oral presentations before the Committee, as follows: Dover Interfaith Mission for Housing Ms. Jeanine Kleimo, Chair, Dover Interfaith Mission for Housing (DIMH), reviewed a grant application in the amount of $46,000. She explained that DIMH is an interfaith community organization which provides shelter, meals, and assistance to homeless men from the greater Dover community. Ms. Kleimo indicated that DIMH has opened a shelter at 684 Forest Street in Dover which can accommodate up to 36 lodgers. She stated that the 4,800 square-foot building is leased from the Downtown Dover Partnership and was renovated using a previous $60,000 CDBG award from the City of Dover. Ms. Kleimo noted that all shelter guests are assessed for counseling, treatment, and employment needs and referrals are made to local agencies that provide for mental health and addiction counseling, and social services. She advised members that the shelter program is one of Dover's largest volunteer efforts and is well-supported and accepted by the community. Ms. Kleimo stated that DIMH’s grant request is for operating funds for the building, including utility and lease costs.

CITY COUNCIL MEETING OF APRIL 11, 2011 PAGE 15 In response to Mr. Lewis, Ms. Kleimo stated that very few shelter guests return for additional services, estimating that approximately 15-20 of the 400 individuals served were returnees. She noted that these guests were granted an additional 30-day stay and provided further counseling. She reiterated that the goal of the DIMH is to shelter and feed men and restore them as productive members of the community. First State Resource Conservation and Development Council Mr. Frederick Traute, Manager, Home Repair Project, First State Resource Conservation and Development Council, Inc. (RC & D) reviewed a grant application, in the amount of $50,000, for funding for the organization’s Emergency Home Repair Program. He explained that this program provides assistance to low-income homeowners to eliminate conditions in their homes that are an immediate threat to the occupants’ health, safety, or security. Mr. Traute noted that RC & D provides materials and volunteers or contractors to complete repairs with no cost to the homeowner. He emphasized that these repairs are much needed and that receipt of the organization’s services is often the occupant’s last resort before becoming homeless. Mr. Traute explained that, if the CDBG funds are secured, RC & D expects to carry out repairs on up to 20 low-income, owner-occupied homes in the City over the next 12 months and plans to average three (3) completions per quarter. In response to Mrs. Russell, Mr. Traute indicated that current program guidelines permit RC & D to spend up to $5,000 per year on homes. He emphasized that RC & D is not an ongoing maintenance program and that staff encourages owners to take responsibility for maintaining their homes in good repair after services are provided. Connections Community Support Program Mr. Chris Devaney, Vice President of Operations, and Mr. Brad Milton, Director of Homeless Program, Connections Community Support Programs, Inc. (Connections), reviewed a grant application in the amount of $20,000. Mr. Devaney explained that Connections was founded in 1985 to provide primary medical, mental health and substance abuse treatment, employment, and housing opportunities and to help individuals and families receiving services to become accepted and productive members of their communities. He noted that CDBG funds would be used to increase homeless shelter capacity in Dover by providing motel vouchers for homeless individuals and families who have no other immediate housing alternatives. Mr. Devaney stated that Connections also proposes to use CDBG funds to offer an alternative to emergency shelter during the coldest nights of the year by operating a homeless café in the City from December 15, 2011 through March 15, 2012, replicating a similar Connections program in Wilmington. He noted that this facility would serve individuals who are unwilling or unable to stay in traditional shelters due to fear, mental health problems, or other barriers. Mr. Devaney noted that it is proposed to use Connections’ Dover Homeless Outreach Center, which currently provides daytime outreach services for the homeless, for this purpose. He stated that this facility is located at 621 W. Division Street. In response to Mr. Ruane, Mrs. Townshend indicated that the current zoning of the Division Street property would not permit use as a homeless café. Mr. Devaney stated that Connections would be willing to consider another property owned by the organization, located at 696 S. Bay Road, as an alternative location.

CITY COUNCIL MEETING OF APRIL 11, 2011 PAGE 16 Mr. Ruane suggested that Connections staff explore the possibility of linking services with the Dover Public Library, noting that the Library has an employment counselor and could also benefit from outreach efforts made to the homeless in the area. Diamond State Community Land Trust Mr. Van Temple, Executive Director, Diamond State Community Land Trust (DSCLT), reviewed a grant application in the amount of $40,000. Mr. Temple explained that DSCLT was founded in 2006 to create permanent, affordable housing for individuals who are 60% below the area median income. He noted that, under the DSCLT model, homeowners purchase the home; however, DSCLT retains ownership of the land. Mr. Temple indicated that DSCLT clients sign 99-year renewable leases for exclusive rent of the land for a set, below-market fee. He stressed that, under this model, DSCLT homes are made affordable for the first time buyer and for future buyers of the property. Mr. Temple stated that CDBG funds would be used to purchase two (2) vacant, foreclosed homes in Northwest Dover Heights, Lincoln Park, or surrounding areas for low-income families. He noted that one (1) of the criteria for selecting homes would be the roof orientation and size, so that solar panels could be installed to generate electricity and heat for hot water. Mr. Temple provided members an updated economic summary for their review. Mr. Ruane requested that staff provide members a list of homes in the City that have been rehabilitated by DSCLT. Elizabeth W. Murphey School. Inc. Mr. Michael Kopp, Executive Director, The Elizabeth W. Murphey School, Inc., reviewed a grant application in the amount of $49,347. He advised members that the Elizabeth Murphey School is a group home that serves neglected and abused homeless children. Mr. Kopp noted that the State has requested the Murphey School to open an additional building to serve children who need emergency placement. He stated that this building will house children as young as six (6) years of age who are homeless and also have mental health concerns that will be addressed through school staff and the services of other area professionals. Mr. Kopp indicated that the cost of providing heat and moderate air conditioning to school buildings has severely impacted the organization’s ability to serve more children and that conversion to geothermal heating is crucial to the organization’s financial stability. Mr. Kopp advised members that the CDBG funds will be used to provide a geothermal unit which will provide heat, hot water, and air conditioning to a building which will accommodate children placed in the Murphey School’s care on an emergency basis. Downtown Dover Partnership Mr. William Neaton, Executive Director, and Mr. Ed Perez, Coordinator, Downtown Dover Partnership (DDP), reviewed a grant application in the amount of $42,000. Mr. Neaton explained that CDBG funds were requested for the development of microenterprises in the Downtown Dover area. He stated that funds would be used to provide: 1) grants, loans, loan guarantees and other forms of financial support; 2) technical assistance, advice, and business services; 3) general support to owners of microenterprises and persons developing microenterprises including child care, transportation, counseling and peer support groups; and 4) training and technical assistance or other support services to increase the capacity of small business owners.

CITY COUNCIL MEETING OF APRIL 11, 2011 PAGE 17 In response to Mrs. Russell, Mr. Neaton noted that many small businesses fail due to lack of a solid business plan, lack of funds, or lack of proper marketing. He stated that, with the use of CDBG funds, the DDP hopes to provide assistance in these three (3) areas to microenterprises. In response to Mrs. Russell, Mr. Perez requested that any negative reviews of the DDP be brought to the attention of Mr. Neaton promptly so that they can be addressed. Responding to Mrs. Russell, Mr. Neaton stated that the DDP is responsive to all prospective business developers who approach the organization for assistance, including minorities. In response to Mr. Ruane, Mr. Perez indicated that the Small Business Administration would provide technical assistance to the DDP in administering a loan program. Mr. Neaton added that $25,000 in the current departmental budget has been allocated to the DDP’s Incentive and Loan Program Subcommittee, and that guidelines and procedures for loan administration are under development. In response to Mr. Ruane, Mr. Neaton stated that the $42,000 allocation requested would be supplemental to the $25,000 currently budgeted for a loan program. He indicated that $28,000 of the CDBG funds requested would be dedicated to loans and $14,000 to providing technical assistance to loan recipients to assist them in managing their businesses. In response to Dr. McGlumphy, Mr. Neaton stated that CDBG funds will not be used to supplant funding granted to the DDP by the City of Dover. In response to Mrs. Harvey, Mr. Neaton explained that staff would be responsible for providing documentation related to job creation and retention for the life of the loan. In response to Mrs. Horsey, Mr. Perez stated that the statistics provided regarding the percentage of low-to-moderate income individuals to be served reflect that individuals who wish to start businesses must qualify for loans and, therefore, typically have some capital. City of Dover - Streets Project Mr. Scott Koenig, Public Services Manager/Director of Public Works, reviewed a grant application for the City of Dover Streets Project - Concrete and Pavement Rehabilitation in the amount of $203,000. He stated that the proposed locations for rehabilitation include South New Street, Janes Road, and Mays Lane, noting that these locations must be confirmed with census data to ensure that residents of these areas are on a low or moderate income census track. Mr. Koenig explained that the proposed work on South New Street would include the removal and replacement of old and deteriorated concrete sidewalks, curbs, and drains; however, concrete rehabilitation on Janes Road and Mays Lane would be limited to drainage structures. He stated that the pavement surface would be milled and repaved at all three (3) locations and accessibility improvements would be made at all practical locations. Mr. Koenig noted that receiving CDBG funds would allow staff to leverage additional funds for an overall City street program. He advised members that the investment would be expected to last 15-20 years and would have an immediate and long-term impact for residents in the area. Mr. Ruane noted that the targeted sections of Janes Road and Mays Lane are situated in isolated and neglected portions of the City which are not likely to receive State support.

CITY COUNCIL MEETING OF APRIL 11, 2011 PAGE 18 Housing Rehabilitation Program Mrs. Tracy Harvey, Community Development Manager, reviewed a grant application, in the amount of $50,000, for the City of Dover Housing Rehabilitation Program. She indicated that this program provides repairs on owner-occupied homes for low-to-moderate income individuals and assists in bringing these homes up to code. She stated that there is a high demand for this program, noting that the waiting list has been closed since 2009; however, she still receives several calls weekly from interested individuals. Mrs. Harvey noted that the project will focus on preserving existing housing stock in the City, with the goal of rehabilitating four (4) to (5) homes, using up to $15,000 per household to perform needed repairs. Mrs. Harvey advised members that this program would be severely impacted if not funded during this grant cycle. Homeownership Assistance Program Mrs. Tracey Harvey, Community Development Manager, reviewed a grant application, in the amount of $40,000, for the City of Dover Homeownership Assistance Program. She indicated that this program provides first-time homebuyers assistance with down payment or closing costs, allowing them to purchase affordable housing in the City of Dover. Mrs. Harvey advised members that there is a high demand for this program and that CDBG funds would be used to provide up to $10,000 each to four (4) first-time homebuyers to assist in the purchase of properties in the City. She noted that all purchasers must complete a homeownership counseling session with the National Council on Agricultural Life and Labor Research, Inc. (NCALL) before signing a sales contract. Review/Scoring of Community Development Block Grant (CDBG) Applications Members reviewed and discussed the various CDBG grant applications to develop a score for each applicant. After a period of discussion, members conducted a review of each grant application and provided individual scores on the CDBG Grant Application Scoring Sheet for applicants (as on file in the Office of the City Clerk) and staff tallied the scoring sheets. The Committee recommended that the full amount of CDBG funds permitted for public service activities ($43,826) be dedicated for this purpose. The Committee recommended to consider those applications addressing public service activities (Dover Interfaith Mission for Housing, Connections Community Support Program, and the Downtown Dover Partnership) separately from the non-public service applications. Mr. Lewis moved to recommend that $10,000 of the City’s CDBG grant allocation be distributed to Community Connections Support Program and the remaining non-public service funds be awarded to the Dover Interfaith Mission for Housing. The Committee recommended that $5,000 of the City’s CDBG grant allocation be distributed to Community Connections Support Program and the remaining non-public services funds ($37,826) be awarded to the Dover Interfaith Mission unanimously carried. By consent agenda, Mr. Leary moved for approval of the Committee’s recommendations, seconded by Mrs. Williams and carried by a unanimous roll call vote (Mr. Bonar absent).

CITY COUNCIL MEETING OF APRIL 11, 2011 PAGE 19 Members then scored the CDBG applications for non-public service programs. Based on the scoring of the grant applications by the Committee, the Committee recommended approval of the distribution of the City’s Community Development Block Grant (CDBG) monies for non-public service programs as follows: Amount Amount Applicant Requested Recommended RC&D $40,000 $ 40,000 City of Dover Streets Program $203,000 $ 65,580 City of Dover Community Development Projects: Housing Rehabilitation Program $50,000 $ 40,000 Homeownership Assistance Program $40,000 $ 40,000 Dr. McGlumphy stated that he disagreed with the CDBG allocation process and did not believe that the City should be involved in the process in this manner. By consent agenda, Mr. Leary moved for approval of the Committee’s recommendation for the distribution of the City's Community Development Block Grant (CDBG) monies for non-public service programs. The motion was seconded by Mrs. Williams and carried by a unanimous roll call vote (Mr. Bonar absent). The Committee recommended to include a stipulation that all funds recommended for distribution to the City of Dover Streets program be allocated to the rehabilitation of South New Street. By consent agenda, Mr. Leary moved for approval of the Committee’s recommendation, seconded by Mrs. Williams and carried by a unanimous roll call vote (Mr. Bonar absent). By consent agenda, Mr. Leary moved for acceptance of the Special Parks, Recreation, and Community Enhancement Committee Report of March 24, 2011, seconded by Mrs. Williams and carried by a unanimous roll call vote (Mr. Bonar absent). UTILITY COMMITTEE REPORT - MARCH 28, 2011 The Utility Committee met on March 28, 2011 with Chairman Ruane presiding. Evaluation of Proposals - Energy Management Agreement Mr. Anthony DePrima, City Manager, reminded members that on May 4, 2006, the City of Dover entered into an Energy Management Agreement with Pace Global Asset Management, LLC (PACE) to assist the City with its energy procurement, energy sales, purchase of fuels, establishment and management of risk policies, development and management of hedging protocols, provision of power plant oversight and bidding strategy, and related energy procurement processes. He noted that this agreement will expire on June 30, 2011. Due to the extreme importance of this contract, Mr. DePrima stated that a staff team (including himself, Donna Mitchell, Controller/Treasurer; Ronald Lunt, Public Utilities Director; and due to the confidentially of the various proposals, Mr. Kirk Betts, Counsel from Betts and Holt LLP) was organized to solicit proposals from potential bidders. He stated that the team issued a Request for

CITY COUNCIL MEETING OF APRIL 11, 2011 PAGE 20 Qualifications to sixteen (16) firms and that seven (7) responses were received. After evaluating the responses received, the team selected three (3) finalists and a Request for Proposal (RFP) was sent to these parties. He noted that, as a part of the RFP request, the current Energy Management Agreement was included in the package to be used as a basis for the new agreement. Mr. DePrima advised members that on February 8th and 9th, interviews were conducted with the three (3) finalists. Subsequent to these interviews, he stated that a “best and final” offer was requested and due by February 28th so that the team could have ample time to develop a final recommendation. He stated that of the three (3) proposals that were submitted, one (1) was rejected as non-compliant and not considered for the final recommendation; however, the proposals submitted by PACE and The Energy Authority, Inc. (TEA) were comprehensive and fully complied with the RFP. A summary of the recommendation from the team was provided to members, which included details of the analysis. Staff recommended that the City Manager be authorized to execute a five (5) year contract with an annual fee of $996,000, plus additional services as required, with The Energy Authority, Inc. (TEA) as per the terms of the RFP. Mr. DePrima stated that TEA was less costly than PACE Global and will also bring a certain depth of services, as well as an association with other power companies that the City currently does not have. In response to Mr. Snaman, Mr. Ron Lunt, Public Utilities Director, stated the importance of understanding the structure of TEA. He explained that TEA is a creation of public power utilities, rather than a vendor who provides services to members of the authority. Mr. Lunt indicated that TEA members provide services to themselves; therefore, it is difficult to obtain references. He stated that TEA’s largest utility customer is Orlando Utilities and that the presentation by TEA includes an outline of its owners. Mr. McGiffin questioned if the City would become an owner if the City entered into a contract with TEA. Responding, Mr. Lunt stated that, at this point, the City would be taking services from the authority as a customer. TEA currently provides services to 38 customers who are not members. He stated that he has spoken with another customer of TEA, Franklin Public Utility District, who indicated their satisfaction. Noting that TEA has offices located in Florida and on the West Coast, Mr. Snaman questioned if TEA has any offices in the Northeast and how long TEA has been in business. Responding, Mr. DePrima stated that TEA became incorporated in 1997; however, he noted that all companies in this business are new since these companies were created to address the deregulation of the wholesale power market. In regards to TEA’s office locations, Mr. DePrima noted that there are provisions in the contract that require TEA to be in Dover on a monthly basis to meet with City staff. Responding to Mr. McGiffin, Mr. DePrima stated that TEA is a Limited Liability Corporation (LLC) that has 14 members who are equitable owners (partners and members of the Board of Directors). He noted that there are 38 additional power companies who are customers of TEA and, as he understands, there is an option for a customer to become an equitable owner of the corporation, explaining that it is not a closed LLC.

CITY COUNCIL MEETING OF APRIL 11, 2011 PAGE 21 Mr. Ruane referred to Exhibit #1 - Recommendation of Energy Manager and requested an explanation of the cost reduction provided by PACE that imposes several new conditions, one of which is a generation cumulative run-time limit of 100 unit run-hours/year (the sum total of all run-hours of all units, including for PJM testing - over 100 hours triggers an hourly fee). Mr. DePrima stated that in order to reduce their flat fee, PACE put a restriction on the run-time of the plant, explaining that once the plant runs over the 100 hours, there would be an additional fee for their services for running the plant. He confirmed that this was a factor in the development of the recommendation. Responding to Mr. Bonar, Mr. Lunt stated that, last year, there were several days that the plant ran over 100 hours, noting that this past summer, there were 24 days that the plants ran over 100 hours. Mr. DePrima stated that if there was a year that the plants were not run at all, there would be approximately 100 hours of run-time for the required testing. At the request of Mr. Ruane, Mr. DePrima explained that PACE provided two (2) proposals: one based on a base fee and another based on PACE sharing the revenue acquired from the Auction Revenue Rights (ARR), which is a transmission strategy to mitigate the cost of congestion. He confirmed that the recommendation was based on the base fee proposal rather than the ARR option, since specific amounts would be difficult to determine. In response to Mr. Ruane, Mr. DePrima stated that TEA has more experience with trading in various energy markets and would bring a 24/7 experience to the City of Dover. Elaborating, Mr. Lunt explained that the value of a trading floor is that they are always working in the markets and are able to follow trends and flows of power marketing. TEA’s floor consists of several traders, working on a 24-hour basis, who monitor power costs to discover opportunities to sell or buy power on a short-term basis. He stated that having their own trading floor allows TEA to better estimate, follow, monitor, and track where the power supply is and where the costs and possible revenues are as well. It was his belief that TEA’s ability to continuously schedule and bid in the market may provide the City an opportunity that would not be available otherwise. Mr. Ruane noted that a representative of PACE has been involved with the 2030 Committee and questioned the effect that a change in contract would have in this regard. Responding, Mr. DePrima assured members that, like PACE, TEA has committed to providing basic services to the 2030 Committee and, if there are more detailed negotiations or contracts over and above the basic services, they would be paid (as PACE is). Therefore, it was his feeling that, other than specific individuals being different and there being a learning curve required, there would be no changes. He advised members that the City will retain the services of PACE for the negotiations related to the LS Power Project in West Deptford, New Jersey. In response to concerns of Mr. Ruane, Mr. DePrima stated that the North American Energy Services Corporation (NAES) is an independent company from PACE and that the contract with NAES is effective for an additional year. He confirmed that NAES will remain responsible for the plant operations at this time.

CITY COUNCIL MEETING OF APRIL 11, 2011 PAGE 22 As mentioned by staff, Mr. Ruane reiterated that PACE provided the City of Dover with excellent service during the past several years. Responding to Mr. Snaman, Mr. DePrima stated that TEA would be submitting a monthly report. Mr. DePrima introduced Mr. Jamie Mahne, Member Services Manager for TEA, who will be working with the City, serving as a project manager for coordinating services. Mr. Mahne reviewed a Presentation - Overview of The Energy Authority. He relayed the importance of a true partnership and that TEA does a good job at not only maintaining customer satisfaction but also tracking customer satisfaction, which is part of TEA’s annual process. He advised members that every employee of TEA is compensated based on the results of customer satisfaction surveys. He indicated that TEA’s goal is to produce “extremely satisfied” results from customers. He stated the importance of value focused delivery, and requested that if the City values a service that TEA is not providing, that TEA be informed in order to make necessary changes. Responding to Mr. McGiffin regarding the non-profit status of TEA, Mr. Mahne explained that there are two (2) IRS private letter rulings indicating that TEA is a 501(c)(3) organization and, as such, is tax-exempt and not permitted to provide services to “for profit” companies. (City Clerk’s Office Note: At the request of Mr. McGiffin, members were provided an explanation of TEA’s non-profit status in an email dated March 30, 2011.) The Committee recommended that the City Manager be authorized to execute a five (5) year contract with an annual fee of $996,000, plus additional services as required, with The Energy Authority, Inc. (TEA), as per the terms of the Request for Proposal (RFP). By consent agenda, Mr. Leary moved for approval of the Committee’s recommendation, seconded by Mrs. Williams and carried by a unanimous roll call vote (Mr. Bonar absent). By consent agenda, Mr. Leary moved for acceptance of the Utility Committee Report, seconded by Mrs. Williams and carried by a unanimous roll call vote. LEGISLATIVE, FINANCE, AND ADMINISTRATION COMMITTEE REPORT - MARCH 28, 2011 The Legislative, Finance, and Administration Committee met on March 28, 2011 with Chairman Leary presiding. Review and Recommendation - Filling of Critical Positions During their meeting of February 23, 2009, members recommended approval of a Hiring Freeze for Fiscal Year 2008-2009, but to allow the hiring of critical positions through the review and approval of the Legislative, Finance, and Administration Committee and City Council. It was suggested that there be a “standing” agenda item to consider the filling of critical positions and, if there were no positions to consider, the item could be removed.

CITY COUNCIL MEETING OF APRIL 11, 2011 PAGE 23 Administrative Assistant - Police Department Police Chief James Hosfelt reviewed a request to recruit for an Administrative Assistant to the Chief of Police. He advised members that a vacancy will be created with the retirement of the Department’s current Administrative Assistant in December 2011. Due to the lengthy process involved in filling a position within the Police Department, which requires a background investigation, he requested permission to begin recruitment at this time. The Committee recommended approval of the request to recruit for the Administrative Assistant to the Chief of Police, as recommended by staff. By consent agenda, Mr. Leary moved for approval of the Committee’s recommendation, seconded by Mrs. Williams and carried by a unanimous roll call vote (Mr. Bonar absent). FY 2012 Five-Year Capital Investment Plan (CIP) (Deferred on March 14, 2011 Due to Time Constraints) During their meeting on March 14, 2011, members deferred review of the FY 2012 Five-Year Capital Investment Plan (CIP) due to time constraints. Mr. Anthony DePrima, City Manager, reviewed the FY 2012 Five-Year CIP and noted that all new projects have been highlighted. In response to Dr. Jones, Mr. DePrima stated that he would with consult Mr. Scott Koenig, Public Services Manager/Director of Public Works, to determine if the Salt Storage Facility at Schutte Park should be deferred until after the trial of the Brine Manufacturing System. Responding to Dr. Jones, Mr. DePrima stated that there are no plans to provide air conditioning for the Pitts Center at Schutte Park. In response to Mr. Ruane, Mr. DePrima indicated that the Customer Notification System by E-IVR Automated Dialing is similar to the Reverse 911 System, serving as a more cost-effective way of notifying customers of disconnection, outages, etc. He stated that the Reverse 911 System was included in the proposed budget and has not been included in the CIP because there are no equipment costs. With regard to disconnection calls, Mr. Bonar suggested that staff obtain customers’ permission to leave such messages if there is no answer, since this could cause consumer credit issues and legal ramifications. The Committee recommended acceptance of the FY 2012 Five-Year Capital Investment Plan (CIP) as presented. By consent agenda, Mr. Leary moved for approval of the Committee’s recommendation, seconded by Mrs. Williams and carried by a unanimous roll call vote (Mr. Bonar absent).

CITY COUNCIL MEETING OF APRIL 11, 2011 PAGE 24 Review of Hospitality and Civic Function Policy (Committee Deferred on March 14, 2011 Pending Additional Information) During their meeting of February 28, 2011, members considered a request from Mayor Carleton E . Carey, Sr. to include certain functions offered by the Central Delaware Chamber of Commerce and Kent County Tourism in the City’s Hospitality and Civic Function Policy. Mayor Carey noted that these events are not covered under the City’s existing Policy. At that time, members deferred action and requested that Mayor Carey provide the cost for each of the events listed and the annual cost for members to attend these events. During their meeting of March 14, 2011, members were provided details regarding the costs associated for members of Council to attend these functions and deferred action to allow staff the opportunity to make revisions to the Hospitality and Civic Function Policy. Mrs. Donna Mitchell, Controller/Treasurer, reviewed the proposed revisions to the Hospitality and Civic Function Policy, noting that additions to the policy were noted in red font and deletions were noted with strikeouts. The Committee recommended approval of the revisions to the Hospitality and Civic Function Policy. By consent agenda, Mr. Leary moved for approval of the Committee’s recommendation (Exhibit #1), seconded by Mrs. Williams and carried by a unanimous roll call vote (Mr. Bonar absent). Reallocation of State Bond Funds (Request of Councilman Bonar) Mr. Bonar stated he did not feel that the City of Dover has been receiving its “fair share” of State funding and that he made a commitment to take any action necessary to ensure this would be accomplished. He reminded members that, several years ago, there was discussion regarding building a civic center in the area at an estimated cost of $13M, including the purchase of land. He stated that the Legislative Bond Bill Committee (under former Senator Nancy Cook and the late Senator James Vaughn) allocated funds specifically for this project. To date, he noted that there is $6M in the fund. Mr. Bonar stated that, due to budgetary constraints, the City never took action on this project, other than being involved in related discussions and studies. Since the City has not moved forward with this project, and due to the current economic situation in the State, Mr. Bonar advised members that the Governor wants to de-authorize the $6M in the fund and reallocate the funds to other projects. Mr. Bonar stated that one (1) of the projects being considered is a soccer complex near Frederica that would peripherally benefit the City of Dover; however, it was his feeling that since the funds were allocated specifically for and within the City, they should remain dedicated to City projects. Understanding that the State will need some of the funds from the account, Mr. Bonar suggested that the City establish a group to meet with legislators to request that a significant portion of the $6M be set aside specifically for economic development projects in the City that would benefit the residents of the State of Delaware. As an example, he stated that the City is in early discussions regarding the possibility of a combined-cycle natural gas generator to be built on the Garrison Tract in the City of Dover. Mr. Bonar suggested that the City propose that the State allocate $4M of the $6M

CITY COUNCIL MEETING OF APRIL 11, 2011 PAGE 25 for the purpose of building roads, water, wastewater, and other infrastructure that will be necessary at the Garrison Tract. He stated that this project would employ hundreds of workers during construction and other employees once the facility is complete. He felt that this project would benefit all residents of the City, as well as the State of Delaware, by reducing electric bills. Mr. Bonar reminded members that the purpose of the $6M originally allocated to the City was to encourage economic development and that the creation of jobs and a reduction in electric fees would provide such economic development and a benefit to all residents. He noted that, in accordance with the State Controller General’s Office, construction of these types of infrastructure improvements is a permitted use for the allocated funds. Mr. Bonar reiterated his request for the Committee to recommend that Council establish a committee to encourage the legislators, the Bond Bill Committee, and the Governor to ensure that this allocation is accomplished in this legislative year, ending July 1, 2011. Responding to Mr. Ruane, Mr. Bonar confirmed that, in addition to the proposed soccer complex, a portion of these funds is proposed for the civil air terminal. He stated that the request for funds exceeds $4M for both projects, and it is his understanding that the additional $1.5M to $2M would be reallocated by the Bond Bill Committee. In response to Mr. Shevock, Mr. Bonar stated that the Bond Bill Committee has not made a final decision regarding the reallocation of the funds. Mayor Carey referred to a letter received from the Chamber of Commerce requesting the City to support their efforts in the re-allocation of these funds for the Kent County Sports Complex. He suggested that members respond to the Chamber of Commerce regarding the City’s position in this regard. In addition to the infrastructure mentioned by Mr. Bonar, Mr. Anthony DePrima, City Manager, indicated that there are 14 additional 10-acre lots available at the Garrison Tract for development; therefore, an investment in the infrastructure would make 140 acres “shovel ready” for other types of economic development at that location. The Committee recommended that City Council authorize the formation of a committee to meet with and encourage State Legislators, the Bond Bill Committee, and the Governor to ensure that a significant portion of the $6M, currently authorized for the construction of a civic center, be specifically allocated for an economic development project within the City of Dover that will benefit every resident of the State of Delaware, such as the construction of a combined-cycle natural gas generator at, or infrastructure that will be necessary to, the Garrison Tract, and that this allocation be accomplished in this legislative year, ending July 1, 2011, and that a letter be sent in response to related correspondence received from the Central Delaware Chamber of Commerce, dated March 2, 2011. By consent agenda, Mr. Leary moved for approval of the Committee’s recommendation to authorize the formation of a committee as recommended by the Legislative, Finance, and Administration Committee and that a letter be sent to the Central Delaware Chamber of Commerce (Exhibit #2). The motion was seconded by Mrs. Williams and carried by a unanimous roll call vote (Mr. Bonar absent).

CITY COUNCIL MEETING OF APRIL 11, 2011 PAGE 26 By consent agenda, Mr. Leary moved for acceptance of the Legislative, Finance, and Administration Committee Report, seconded by Mrs. Williams and carried by a unanimous roll call vote (Mr. Bonar absent). SAFETY ADVISORY AND TRANSPORTATION COMMITTEE REPORT - MARCH 30, 2011 The Safety Advisory and Transportation Committee met on March 30, 2011 with Chairwoman Williams presiding. FY 2012 Five-Year Capital Investment Plan (CIP) Mr. Anthony DePrima, City Manager, reviewed the FY 2012 Five-Year Capital Investment Plan (CIP) and noted that all new projects have been highlighted. Noting that the City’s Annual Contribution in the CIP has decreased, Fire Chief Jack Fortney advised members that, prior to his taking office, an error was made on the reporting regarding the purchase of Ladder 2. He explained that the information originally indicated that the loan would be paid in 2012; however, he stated that it will not be paid until September 2014. Chief Fortney also advised members that Engine 7 was due to be replaced in 2013 at a cost of $584,997 (amortized over seven (7) years with yearly payments of $83,571). He stated that he and other fire line reviewed the need to replace Engine 7 and determined that, due to the economic situation, replacement of this engine could be deferred since it is utilized as a spare. He explained that in 2015 Engine 3 will be due for replacement, and it is planned to replace Engine 7 at that time and utilize Engine 3 as a spare. Chief Fortney explained his request to outfit the heavy Rescue 1 truck at Station 1 with Holmatro equipment. He stated that several years ago, the Fire Chief outfitted all engines with Holmatro equipment; however, Rescue 1 was not outfitted and has Hurst equipment, which he advised members is not interchangeable. Chief Fortney stated that it was necessary to have repair work performed on the Hurst equipment recently and that the cost was over $2,100 and did not include the power unit. At the time of the repairs, it was noted that new blades would be necessary. As a result, the Chief stated that it would be necessary to make purchases either from Hurst or Holmatro. In order for the equipment to be interchangeable and provide consistency, he requested funding, in the amount of $56,234, to outfit Rescue 1 with Holmatro Equipment. For informational purposes, Chief Fortney provided a Holmatro/Hurst Comparison Chart. It was his opinion that Holmatro has surpassed Hurst in terms of technology. Although not provided in the CIP report, Mr. DePrima stated that staff has included the standard Street Improvement Program, budgeted $300,000 in the General Fund, and will seek Community Transportation Funds. He stated that $50,000 has been included for the Sidewalk Replacement Program. Responding to Mr. Harmon, Mr. DePrima stated that when a fire truck is purchased, a bank note is issued to the Fire Department and the sale of the old fire truck is generally used to finance the equipment that will go on the new truck.

CITY COUNCIL MEETING OF APRIL 11, 2011 PAGE 27 The Committee recommended acceptance of the FY 2012 Five-Year Capital Investment Plan (CIP) as presented. By consent agenda, Mr. Leary moved for approval of the Committee’s recommendation, seconded by Mrs. Williams and carried by a unanimous roll call vote (Mr. Bonar absent). Announcement of Public Workshop - Alternatives for the Clarence Street Extended Project Mr. Anthony DePrima, City Manager, announced that the City of Dover, in conjunction with the Federal Highway Administration, will hold a workshop to present recommended alternatives for the Clarence Street Extended Project. He stated that these improvements are part of the City’s overall “Strategic Development Plan for the West Side” to further enhance the downtown area. Mr. DePrima stated that the Workshop will be held on Tuesday, April 12, 2011, from 4:00 p.m. to 7:00 p.m. at Union Missionary Baptist Church, 883 Lincoln Street, Dover. By consent agenda, Mr. Leary moved for acceptance of the Safety Advisory and Transportation Committee Report, seconded by Mrs. Williams and carried by a unanimous roll call vote (Mr. Bonar absent). MONTHLY REPORTS - FEBRUARY 2011 By motion of Mr. Leary, seconded by Mrs. Williams, the following monthly reports were accepted by consent agenda: Budget Report Chief of Police Report City Assessor Report City Manager's Report City Planner’s Report Dover Fire Department Report Capital Investment Plan (CIP) Report APPOINTMENTS RECOMMENDED BY COUNCIL PRESIDENT HOGAN - AD-HOC COMMITTEE TO MEET WITH STATE LEGISLATORS, THE BOND BILL COMMITTEE, AND THE GOVERNOR REGARDING THE REALLOCATION OF STATE BOND FUNDS Council President Hogan recommended the appointment of Mr. David L. Bonar (Chair), Mayor Carleton E. Carey, Sr., Mr. Anthony J. DePrima, Mr. Thomas J. Leary, and Mr. William G. Neaton to serve on the Ad-Hoc Committee to meet with State Legislators, the Bond Bill Committee, and the Governor regarding the reallocation of State Bond Funds. (City Clerk’s Office Note: See the Legislative, Finance, and Administration Committee’s recommendation of March 28, 2011, and approved by City Council earlier in this meeting.) By consent agenda, Mr. Leary moved for approval of the appointments as recommended by Council President Hogan. The motion was seconded by Mrs. Williams and carried by a unanimous roll call vote (Mr. Bonar absent).

CITY COUNCIL MEETING OF APRIL 11, 2011 PAGE 28 FIRST READING - PROPOSED ORDINANCE #2011-10, 2011 BUDGET REVISION - TRANSFER TO GENERAL EMPLOYEE PENSION FUND Council President Hogan reminded the public that copies of the Proposed Ordinance are available at the entrance of the Council Chambers or can be obtained from the City Clerk's Office. Final action by Council on the Proposed Ordinance will take place during the Council Meeting of April 25, 2011. In accordance with Section 1-9 of the Dover Code, Council acknowledged the First Reading of Proposed Ordinance #2011-10 as read by the City Clerk, by title only, as follows: Proposed Ordinance #2011-10: 2011 BUDGET REVISION - TRANSFER TO GENERAL EMPLOYEE PENSION FUND COUNCIL MEMBERS ANNOUNCEMENTS Council President Hogan announced that the Municipal Election will be held on Tuesday, April 19, 2011, between 7:00 a.m. and 8:00 p.m. The polling places are: Elks Lodge #1903, 200 Saulsbury Road - 1st and 4th Districts; Seventh Day Adventist Church, 647 Wyoming Avenue - 2nd District; and Dover Park Recreation Center, 1210 White Oak Road - 3rd District. He noted that to be eligible to vote, residents must have been registered to vote with the State of Delaware Department of Elections by Thursday, March 31, 2011. Absentee Ballots are available and further information can be obtained by visiting the City’s website at www.cityofdover.com or by contacting the City Clerk’s Office at 736-7008. Council President Hogan also noted that Wilmington Trust Company commissioned the design and production of 100 collectible pieces to commemorate the new Dover Public Library. He displayed the piece that he received and advised members that identical pieces were presented to the City Manager and others during the groundbreaking ceremony for the new Library which was held on April 5, 2011. Mr. McGiffin reminded members to mark their calendars for June 25, 2011 for the next African American Festival. Mr. Salters announced that the Inner-City Cultural League is sponsoring an excursion to the Smithsonian National Museum of African American History and Culture on Saturday, April 16, 2011, and that youth and adults from the City are welcome to participate. He stated that those wishing to travel should meet the group at 54 South Kirkwood Street at 9:00 a.m. He noted that the event is free; however, a permission slip is required for participants under the age of 16. Mayor Carey announced that a fundraising luncheon will be held on April 14, 2011 from 12:00 noon to 2:00 p.m. to benefit Miyagi, Japan. He noted that this event is sponsored by the State of Delaware and co-sponsored by the City of Dover. Mayor Carey stated that donations will go to a fund established by the State of Delaware at the Delaware Community Foundation, named the “Delaware Fund for Miyagi, Japan.” He advised members that Iwanuma City, Miyagi, Japan is the City of Dover’s sister City and a sister prefecture to the State of Delaware. Mayor Carey encouraged all to attend and stated that donations are requested for the luncheon. Mr. DePrima indicated that individuals can register for this event online at www.delaware.gov.

CITY COUNCIL MEETING OF APRIL 11, 2011 PAGE 29 By unanimous consent, the meeting was adjourned at 8:18 P.M. TRACI A. McDOWELL CITY CLERK All orders, ordinances, and resolutions adopted by City Council during their Regular Meeting of April 11, 2011, are hereby approved. CARLETON E. CAREY, SR. MAYOR /TM/jg S:\AGENDAS & MINUTES\Council-Minutes\2011\04-11-2011 COUNCIL.wpd Exhibits to Original Minutes and File Copy Exhibit #1 - Revised Hospitality and Civic Function Policy Exhibit #2 - Letter to the Central Delaware Chamber of Commerce, Dated April 11, 2011