REGULAR COUNCIL MEETING
The Regular Council Meeting was held on August 23, 2004 at 7:30 p.m. with Council President Williams presiding. Council members present were Mr. Carey, Mr. Pitts, Mr. Sadusky, Mr. Slavin, Mr. Ritter, Mr. Hogan, Mr. Salters, and Mr. Ruane.
Council staff members present were Major Harding, Mr. Cooper, Mrs. Mitchell, Ms. Melson, Fire Chief Bashista, Mr. DePrima, City Solicitor Rodriguez, Mrs. Green, and Mayor Speed.
OPEN FORUM
The Open Forum was held at 7:15 p.m., prior to commencement of the Official Council Meeting. Council President Williams declared the Open Forum in session and reminded those present that Council is not in official session and cannot take formal action.
There was no one present wishing to speak during the Open Forum.
The invocation was given by Chaplain Dixon, followed by the Pledge of Allegiance.
AGENDA ADDITIONS/DELETIONS
Mr. Hogan requested the addition of item #1-A, Action Resulting from Executive Session Regarding the Decision on the Suit Filed Against the Planning Commission by the Historical Society.
Mr. Carey moved for approval of the agenda, as amended, seconded by Mr. Salters.
Mr. Ruane requested Mr. Rodriguez, City Solicitor, to remind members of the ruling that allows the addition of items to the agenda without public notice. Mr. Rodriguez stated that this was a time sensitive matter, since a decision had to be made by the following Thursday. He noted that the Freedom of Information Act allows for such situations.
The motion for approval of the agenda, as amended, was unanimously carried.
Mr. Carey moved for the extraction of item #1-A, Action Resulting from Executive Session Regarding the Decision on the Suit Filed Against the Planning Commission by the Historical Society from the consent agenda, seconded by Mr. Pitts and unanimously carried.
Mr. Carey moved for approval of the consent agenda as amended, seconded by Mr. Salters and carried by a unanimous roll call vote.
ADOPTION OF MINUTES - REGULAR COUNCIL MEETING OF AUGUST 9, 2004
The Minutes of the Regular Council Meeting of August 9, 2004 were unanimously approved by motion of Mr. Carey, seconded by Mr. Salters and bore the written approval of Mayor Speed.
ACTION RESULTING FROM EXECUTIVE SESSION REGARDING THE DECISION ON THE SUIT FILED AGAINST THE PLANNING COMMISSION BY THE HISTORICAL SOCIETY
Mr. Hogan moved to authorize the City Solicitor to file a separate appeal on the Superior Court decision regarding the Dover Historical Society vs. the City of Dover Planning Commission suit after other respondents file their appeal. The motion was seconded by Mr. Salters.
Mr. Ruane stated that he found the Judge’s decision persuasive and he felt that it would be more effective if the matter were remanded back to the Planning Commission for further consideration, using the guidelines adopted by the City of Dover Zoning Ordinance with regard to the Historic District. Mr. Ruane noted that the estimated cost for an appeal was $10,000, and he did not believe that level of expenditure was warranted since there was another option.
The motion to authorize the City Solicitor to file a separate appeal on the Superior Court decision regarding the Dover Historical Society vs. the City of Dover Planning Commission suit after other respondents file their appeal was carried by a roll call vote of eight (8) yes and one (1) no (Mr. Ruane).
UPDATE (120 DAYS) BROWN WATER
Mr. Scott Koenig, Public Works Director, provided a detailed update on the Brown Water 120-Day Plan of Action. He advised members that a seven-night, system-wide flushing was recently completed and approximately 1,380 hydrants were flushed using 26.3M gallons of water. Mr. Koenig noted this flushing required less water than the previous flushing, which was a good indication that they are making progress in removing the rust layer inside the pipe. He also noted that only two (2) brown water complaints were received after the flushing. Mr. Koenig advised members that quarterly flushings are scheduled and will be advertised in advance.
Mr. Koenig advised members that the pump and motor at Well #6 were struck by lightning in early June. When the Well was brought back online in August, there was a hydraulic shock to the system which resulted in a number of water quality complaints from the Crossgates/Mayfair area. Mr. Koenig noted that three (3) variable frequency drives had been received and installation would occur in the next week, beginning with Well #6.
Mr. Koenig stated that nine (9) complaints were received in June, 42 in July, and 159 in August. He noted that 141 complaints were received during the flushing operation, with the majority of those being related to Well #6 coming on and off line.
Mr. Koenig advised members that, after reviewing three (3) proposals from qualified consultants, staff, with the concurrence of the City Manager, had selected Black and Veach of Philadelphia as the City’s Water Quality Consultant for water quality issues and that staff has begun negotiating a contract. He noted that their selection was based on Black and Veach’s experience with corrosion studies, corrosion inhibitors, and water quality research in general. Mr. Koenig advised members that there would be a kick-off meeting in early September to discuss the flushing operations and the pipe coupons, or taps made on the system.
ANNEXATION/REZONING PUBLIC HEARING/FINAL READING - PROPERTY LOCATED NORTH OF AND ADJACENT TO DENNEYS ROAD (OWNED BY SHIRLEY L. AND WILLIAM G. BUSH, IV)
An annexation referendum was held on August 12, 2004 for property located north of and adjacent to Denneys Road, along the east and west side of McKee Road, containing 134.43+/- acres, owned by Shirley L. and William G. Bush, IV.
Referendum Results
The City Clerk reported that the referendum was held with two (2) eligible voters. Two (2) votes were cast in favor of the annexation, with zero (0) votes cast against annexation.
Mr. Salters moved to accept the referendum results, seconded by Mr. Carey and unanimously carried.
Annexation
By motion of Mr. Carey, seconded by Mr. Salters, Council adopted the following Resolution by a unanimous roll call vote:
A RESOLUTION APPROVING THE INCLUSION OF AN AREA WITHIN THE LIMITS OF THE CITY OF DOVER.
WHEREAS, the Charter of the City of Dover authorizes Council to extend the boundaries of the said City after a special election of the qualified voters and real estate owners of the territory proposed to be annexed, and
WHEREAS, the Mayor and Council of the City of Dover deem it in the best interest of the City of Dover to include an area contiguous to the present City limits, and hereinafter more particularly described within the limits of the City of Dover, and
WHEREAS, the Charter of the City of Dover provides that if a majority of the Votes cast in an election held in a territory proposed to be annexed shall be in favor of inclusion of that territory within the limits of the City of Dover, the Council may thereupon adopt a resolution annexing said territory and including same within the limits of the City of Dover.
NOW, THEREFORE, BE IT RESOLVED BY THE MAYOR AND COUNCIL OF THE CITY OF DOVER, IN COUNCIL MET:
1. That the following described area, situated in East Dover Hundred, Kent County, State of Delaware, shall be annexed to and included within the limits of the City of Dover:
ALL that certain farm, tract, piece or parcel of land, situate in East Dover Hundred, Kent County, State of Delaware, lying on the north side of Denneys road, county road number 100 and the east and west side of McKee road, county road number 156, as shown on the Property Survey Plan, prepared by Woodin & Associates, Inc., dated December 4, 2003. The said parcel of land being more particularly bounded and described as follows, to wit:
Parcel No. 1
Beginning at a point being the intersection of the Northerly side of Denneys Road (at 50’ wide) and the Southerly side of McKee Road (at 60’ wide);
THENCE from said point of BEGINNING, continuing along the Northerly side of Denneys Road, S 50 o01'24" W, 1340.04’ to a point of curvature, by the arc of a curve to the right having a radius of 1884.86’ an arc length of 351.88’ to a point, being a corner for lands now or formerly of Grover C. Rigby;
THENCE, leaving the Northerly side of Denneys Road along the division line of lands now or formerly of Grover C. Rigby by the following two (2) described courses and distances: (1) N 32o29'31" W, 96.07’ to a point; and (2) S 61o00'29" W, 99.68’ to a point being a common corner for the land herein being described, lands now or formerly of Grover C. Rigby and the subdivision of Carlisle Village;
THENCE along the division line with the subdivision of Carlisle Village and crossing Mudstone Branch, N 32o40'30" W, 2675.41’ to a point on the division line with lands now or formerly of Saxton C. and Mary Ann Lambertson;
THENCE along the division line with lands now or formerly of Saxton C. and Mary Ann Lambertson by the following two (2) described courses and distances: (1) N 59o17'03" E, 1162.33’ to a point; and (2) S 25 o01'44" E, 930.00’ to a point on the centerline of Mudstone Branch;
THENCE along the centerline of Mudstone Branch by the following two (2) described courses and distances: (1) N 63o36'23" E, 190.00’; and (2) N 82̊54'07" E, 235.87’ to a point being a common corner for the land herein being described and lands now or formerly of Roland C. Carney;
THENCE along the division line with lands now or formerly of Roland C. Carney by the following two (2) described courses and distances: (1) S 42o07'45" E, 277.75’; and (2) N 47o52'15" E, 120.59’ to a point on the Southerly side of McKee Road;
THENCE along the Southerly side of McKee Road, by the following two (2) described courses and distances: (1) by the arc of a curve to the right having a radius of 17686.48’ an arc length of 647.79’ to a point of tangency; and (2) S 40o05'08" E, 621.81’ to the point and place of Beginning.
CONTAINING within said described metes and bounds, 89.3090 acres of land, be the same, more or less.
Parcel No. 2
Beginning at a point being the intersection of the Northerly side of McKee Road (at 60’ wide) and the Northerly side of Denneys Road (at 50’ wide);
THENCE from said point of BEGINNING, continuing along the Northerly side of McKee Road, by the following two (2) described courses and distances: (1) N 40o05'08" W, 621.91’ to a point of curvature; and (2) by the arc of a curve to the left having a radius of 17746.48’an arc length of 481.96’ to a point being a common corner for the land herein being described and lands now or formerly of Devora A. Poore;
THENCE leaving the Northerly side of McKee Road along the division line of lands now or formerly of Devora A. Poore by the following three (3) described courses and distances: (1) N 47o53'45" E, 114.00’; (2) N 42o08'50" W, 130.00’; and (3) S 47o53'49" W, 113.31’ to a point on the Northerly side of McKee Road;
THENCE along the Northerly side of McKee Road by the arc of a curve to the left having a radius of 17746.48’ an arc length of 189.68’ to a point on the centerline of a westerly prong of Mudstone Branch;
THENCE along the centerline of a westerly prong of Mudstone Branch by the following four (4) described courses and distances: (1) N 82̊54'07" E, 229.28’; (2) N 66̊09'35" E, 505.00’; (3) N 35̊01'47" E, 480.00’; and (4) S 75̊43'58" E, 656.00’ to the centerline intersection of Mudstone Branch and Fork Branch;
THENCE along the centerline of Fork Branch by the following three (3) described courses and distances: (1) S 55̊31'16" E, 560.00’; (2) N 84̊26'07" E, 417.00’; and (3) N 46o03'17" E, 305.00’ to a point on the division line with lands now or formerly of Conrail Railroad;
THENCE along the division line with lands now or formerly of Conrail Railroad S 34o51'39" E, 330.25’ to a point on the Northerly side of Denneys Road;
THENCE along the Northerly side of Denneys Road, by the arc of a curve to the right having a radius of 261.48’ an arc length of 82.68’ to a point being a common corner for the land herein being described and lands now or formerly of Little Methodist Church;
THENCE along the division line of lands now or formerly of Little Methodist Church by the following two (2) described courses and distances: (1) N 20o18'36" W, 144.99’ to a point; and (2) S 69o56'24" W, 300.00’ to a point on the division line with lands now or formerly of Lenape Indian Tribe of Delaware;
THENCE along the division line with lands now or formerly of Lenape Indian Tribe of Delaware by the following three (3) described courses and distances: (1) N 20o24'32" W, 63.03’ to a point; (2) S 58o19'24" W, 95.90’ to a point; and (3) S 20o18'36" E, 193.79’ to a point on the Northerly side of Denneys Road;
THENCE along the Northerly side of Denneys Road, S 69o53'54" W, 127.99’ to a point being a common corner with the land herein being described and lands now or formerly of George W. Benson and Jesse Harman Est.;
THENCE leaving the Northerly side of Denneys Road along the division line of lands now or formerly of George W. Benson and Jesse Harman Est. by the following three (3) described courses and distances: (1) N 20o06'06" W, 85.03’ to a point; (2) S 69o53'54" W, 149.00’ to a point; and (3) S 20o06'06" E, 85.03’ to a point on the Northerly side of Denneys Road;
THENCE along the Northerly side of Denneys Road, S 69o53'54" W, 71.47’ to a point being a common corner for the land herein being described and lands now or formerly of John R. and Anna M. Greenage;
THENCE along the division line of lands now or formerly of John R. and Anna M. Greenage by the following three (3) described courses and distances: (1) N 21o27'00" W, 215.15’ to a point; (2) S 66o51'14" W, 215.00’ to a point; and (3) S 23o08'46" E, 215.40’ to a point on the Northerly side of Denneys Road;
THENCE along the Northerly side of Denneys Road, by the following two (2) described courses and distances: (1) by the arc of a curve to the left having a radius of 1171.28’ an arc length of 242.26’ to a point of tangency; and (2) S 50o01'24" W, 1050.22’ to the point and place of Beginning.
CONTAINING within said described metes and bounds, 45.1254 acres of land, be the same, more or less.
2. The above described property shall be annexed into the City of Dover with a zoning classification of RM-1 (Medium Density Residential) in accordance with the zoning map and environs, then in force, effective upon such lands being included within the limits of the City of Dover.
3. That the certified copy of the resolution of annexation, together with a plot of the area annexed, shall be filed for record with the Recorder of Deeds of Kent County.
4. That the effective date of this resolution shall be the 24th day of August, 2004 at 12:01 a.m. o'clock.
ADOPTED: AUGUST 23, 2004
Public Hearing - Zoning Classification
Ms. Dawn Melson, Assistant City Planner, reviewed the Petition to Annex and Zone property, the Cost/Revenue Analysis, and the Draft Plan of Services Report (as on file in the Office of the City Clerk). The Planning Commission recommended that the zoning classification of this property be approved as RM-1 (Medium Density Residence) upon annexation. The Planning Commission noted that final City Council approval should be subject to the acceptance of the Plan of Services document.
Council President Williams declared the public hearing open and, with no one present wishing to speak, Council President Williams declared the public hearing closed.
Mr. Carey moved that the property be zoned RM-1 (Medium Density Residence) as recommended by the Planning Commission. The motion was seconded by Mr. Salters and by a unanimous roll call vote, Council adopted the following ordinance. (The first reading of the proposed ordinance was accomplished during the Council Meeting of June 28, 2004.)
AN ORDINANCE AMENDING THE ZONING ORDINANCE AND ZONING MAP OF THE CITY OF DOVER BY CHANGING THE ZONING DESIGNATION OF PROPERTY LOCATED ON THE NORTH SIDE OF DENNEYS ROAD, ALONG BOTH SIDES OF MCKEE ROAD
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 RS-1 (Single Family Residence) - Kent County zoning classification to RM-1 (Medium Density Residential) - City of Dover zoning classifications.
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 has been amended by changing the zoning designation from RS-1 (Kent County zoning classification) to RM-1 (City of Dover zoning classification) on that property located on the north side of Denneys Road, along both sides of McKee Road, totaling 134.43 acres, owned by Shirley and William G. Bush, IV.
ADOPTED: AUGUST 23, 2004
PROPOSED RESOLUTION - RATIFYING THE SALE OF THE ELECTRIC BONDS
By motion of Mr. Carey, seconded by Mr. Salters, Council adopted the following Resolution by a unanimous roll call vote:
A RESOLUTION PURSUANT TO CHAPTER 111, VOLUME 52, LAWS OF DELAWARE, AS AMENDED BY CHAPTER 340, VOLUME 57, LAWS OF DELAWARE; AUTHORIZING THE ISSUANCE OF $22,535,000 ELECTRIC REVENUE BONDS OF THE CITY, PAYABLE SOLELY FROM REVENUES OF THE ELECTRIC SYSTEM AND CERTAIN OTHER FUNDS PROVIDED THEREFOR, TO PROVIDE FUNDS FOR REFUNDING ALL OF THE OUTSTANDING ELECTRIC REVENUE BONDS (SERIES 1990) AND ELECTRIC REVENUE REFUNDING BONDS (SERIES 1993) AND PROVIDING FOR THE DEFEASANCE OF SAID REFUNDED BONDS; PROVIDING FOR THE ISSUANCE OF ADDITIONAL REVENUE BONDS OF THE CITY FOR PAYING THE COST OF IMPROVEMENTS OF THE ELECTRIC SYSTEM OF THE CITY AND FOR OTHER PURPOSES; PROVIDING THAT SUCH REVENUE BONDS SHALL NOT CONSTITUTE A DEBT OF THE CITY OR A PLEDGE OF ITS FAITH AND CREDIT; PROVIDING FOR THE COLLECTION OF RATES, FEES AND CHARGES FOR THE SERVICES AND FACILITIES FURNISHED BY THE ELECTRIC SYSTEM, AND FOR THE CREATION OF CERTAIN SPECIAL FUNDS; PLEDGING TO THE PAYMENT OF THE PRINCIPAL OF AND THE INTEREST ON SUCH REVENUE BONDS THE NET REVENUES OF THE ELECTRIC SYSTEM; APPOINTING THE TRUSTEE AND PRESCRIBING ITS POWERS AND DUTIES; AND SETTING FORTH THE RIGHTS AND REMEDIES OF THE OWNERS OF SUCH BONDS.
WHEREAS, pursuant to the provisions of the City Charter (Chapter 158, Volume 36, Laws of Delaware, as amended), The City of Dover (hereinafter sometimes called the “City”), a municipal corporation in the State of Delaware, owns and operates an electric system which generates and distributes electric energy for lighting, heating and power within the corporate limits of the City and surrounding territory (hereinafter sometimes called the “Electric System”), consisting of a steam generating plant, transmission and distribution lines, sub-stations, meters, machinery, equipment and other property appurtenant thereto; and
WHEREAS, by virtue of Chapter 111, Volume 52, Laws of Delaware, as amended by Chapter 340, Volume 57, Laws of Delaware (the “Enabling Act”), the City is authorized and empowered:
(a) to extend, enlarge, reconstruct and otherwise improve the Electric System, either within or without or partially without the corporate limits of the City, and to maintain, repair and operate the same,
(b) to prescribe, revise and collect rates, fees or charges for the services and facilities furnished by the Electric System,
(c) to issue revenue bonds of the City, as provided in the Enabling Act, to finance in whole or in part the cost of any such extensions, enlargements, reconstruction or other improvements,
(d) to pledge to the punctual payment of such revenue bonds and the interest thereon all or any part of the revenues of the Electric System,
(e) to issue revenue refunding bonds of the City for the purpose of refunding any revenue bonds then outstanding, including the payment of any redemption premium thereon and any interest accrued or to accrue to the date of redemption of such bonds, and, if deemed advisable, for the additional purpose of constructing improvements, extensions or enlargements of the Electric System, and,
(f) to do all acts and things necessary or convenient to carry out the powers expressly granted in the Enabling Act;
WHEREAS, pursuant to the Enabling Acts, the City adopted a Resolution on December 23, 1985, as supplemented (the “1985 Resolution”) and pursuant to the 1985 Resolution the City adopted a Resolution on May 29, 1990 (the “1990 Resolution”) and pursuant to the 1985 Resolution, as amended by the 1990 Resolution, it has issued and there remain outstanding $2,000,000 aggregate principal amount of the City's Electric Revenue Bonds (Series 1990) (the “Series 1990 Bonds”);
WHEREAS, pursuant to the 1985 Resolution, the City adopted a Resolution on December 14, 1992 (the “1992 Resolution”) and pursuant to the 1985 Resolution, as amended by the 1992 Resolution, it has issued and there remain outstanding $19,495,000 aggregate principal amount of the City's Electric Revenue Refunding Bonds (Series 1993) (the “Series 1993 Bonds” and together with the Series 1990 Bonds, the “Refunded Bonds”)
WHEREAS, pursuant to the 1985 Resolution, by Resolution adopted on July 14, 2003 (the 1985 Resolution as thereafter and herein supplemented is hereinafter referred to as the “Bond Resolution”), City Council authorized the Mayor and Finance Director to cause the issuance of up to $26,810,000 of Electric Revenue Bonds to refund any or all of the Refunded Bonds to achieve debt service savings;
WHEREAS, pursuant to the Bond Resolution the Mayor has entered into a Bond Purchase Agreement dated August 11, 2004 (the “Bond Purchase Agreement”) with Merrill Lynch & Co., on behalf of itself and the other underwriters named therein (the “Underwriters”), providing for the City to issue and sell $22,535,000 of its Electric Revenue Refunding Bonds (Taxable Series 2004) (the “Series 2004 Bonds”) to refund the Refunded Bonds identified in Schedule I hereto, the Mayor has reported to City Council the terms upon which the Series 2004 Bonds shall be issued and sold, and City Council desires to ratify and confirm certain action taken by the Mayor and Finance Director in connection with the issuance and sale of the Series 2004 Bonds;
WHEREAS, in order (i) to ratify the sale of the Series 2004 Bonds in accordance with the Resolution adopted July 14, 2004, (ii) to amend and restate the 1985 Resolution, as amended, and (iii) to facilitate the issuance by the City of additional bonds in the future for additional Improvements to the Electric System and for other purposes stated herein, the City desires to adopt this Resolution;
NOW, THEREFORE, BE IT RESOLVED By the Council of the City of Dover, Delaware as follows:
ARTICLE I
DEFINITIONS
Section 101. Meanings of Words and Terms. In addition to words and terms elsewhere defined in this Resolution, the following words and terms are used in this Resolution shall have the following meanings, unless some other meaning is plainly intended or is required by the Enabling Act:
“Accreted Value” shall mean, as of any date of computation with respect to any Capital Appreciation Bond, an amount equal to the principal amount of such Capital Appreciation Bond (the principal amount at its original issuance) plus the interest accrued on such Capital Appreciation Bond from the date of its original issuance to the semiannual date (designated in the applicable Supplemental Resolution for compounding) next preceding or coincident with the date of computation, such interest to accrue at the interest rate per annum of the Capital Appreciation Bonds set forth in the Supplemental Resolution authorizing the issuance of such Capital Appreciation Bonds, compounded on each such semiannual compounding date, plus, with respect to matters related to the payment upon redemption or acceleration of the Capital Appreciation Bonds, if such date of computation shall not be a semiannual compounding date, a portion of the difference between the Accreted Value as of the immediately preceding semiannual compounding date (or the date of original issuance if the date of computation is prior to the first semiannual compounding date succeeding the date of original issuance) and the Accreted Value as of the immediately succeeding semiannual compounding date, calculated based upon an assumption that Accreted Value accrues during any semiannual period in equal daily amounts on the basis of a year of 360 days consisting of twelve (12) months of thirty (30) days each.
“Amortized Value” shall mean when used with respect to securities purchased at a premium above or a discount below par, the value as of any given date obtained by dividing the total amount of the premium or the discount at which such securities were purchased by the number of days remaining to maturity of such securities at the time of such purchase and by multiplying the amount so calculated by the number of days having passed from the date of such purchase, and (i) in the case of securities purchased at a premium, by deducting the product thus obtained from the purchase price and (ii) in the case of securities purchased at discount, by adding the product thus obtained to the purchase price.
“Annual Budget” shall mean the budget adopted or in effect for each fiscal year as provided in Section 505 of this Resolution.
“Bond Counsel” shall mean Potter Anderson & Corroon LLP or any attorney or firms of attorneys of nationally recognized standing which is experienced in the issuance of tax exempt obligations.
“Bonds” shall mean the Series 2004 Bonds and any other bonds issued under the Bond Resolution on a parity therewith.
“Business Day” shall mean a day on which the Trustee and any Paying Agent are not required or not authorized by law to be closed and on which the New York Stock Exchange is open.
“City Clerk” shall mean the Clerk chosen by the City Council under the provisions of Section 16 of the City Charter.
“City Council” shall mean the Council of the City or the board or body in which the general legislative powers of the City shall be vested.
“Current Expenses” shall mean the City’s reasonable and necessary current expenses of maintenance, repair and operation of the Electric System, and shall include, without limiting the generality of the foregoing, all ordinary and usual expenses of maintenance, repair and operation which may include expenses not annually recurring, all administrative expenses, engineering expenses relating to maintenance, repair and operation, fees and expenses of the Trustee, charges of the Paying Agent, legal expenses, fees of consultants, and any other expenses required to be paid by the City under the provisions of this Resolution or by law, but shall not include any reserves for extraordinary maintenance or repair, or any allowance for depreciation, or any deposits or transfers to the credit of the special funds hereinafter created and designated Interest and Sinking Fund or the Improvement and Extension Fund or any payments with respect to Non-Parity Debt.
“Credit Facility; Termination thereof; or Expiration thereof” shall have the following meanings: “Credit Facility” shall mean any of the following: (i) a letter of credit; and (ii) any other credit facility, insurance policy or other credit support agreement or mechanism obtained, delivered, made, entered into or otherwise arranged by the City for the purpose of securing, evidencing or being otherwise in furtherance of the obligations of the City under the Bond Resolution or for the purpose of securing all or a portion of the Bonds, or for all the foregoing purposes. Credit Facility shall include any agreement to reimburse the obligor of such Credit facility for a drawing or advance under the Credit Facility as well as the agreement, if separate, which embodies the obligation of the obligor to the City or the Trustee permitting the City or the Trustee to draw or obtain advances under such Credit Facility. “Termination” (and other forms of the word “terminate”) shall mean, when used with respect to any Credit Facility, the replacement, removal, surrender or other termination of such Credit Facility by the Trustee other than the Expiration of such Credit Facility. “Expiration” (and other forms of the word (expire”) shall mean, when used with respect to any Credit Facility, the expiration or termination of such Credit Facility in accordance with its terms.
“Current Interest Bonds” shall mean any bonds the interest on which is paid at least semiannually unless otherwise provided in a Supplemental Resolution.
“Daily newspaper” shall mean a newspaper regularly published in the English language on each business day in each calendar week excluding Saturdays.
“Depository” shall mean any bank or trust company duly authorized by law to engage in the banking business and selected by the City Council as a depositary of moneys under the provisions of this Resolution.
“Enabling Act: shall mean Chapter 11, Volume 52, Laws of Delaware, as amended by Chapter 340, Volume 57, Laws of Delaware.
“Engineering Consultants” shall mean the engineer or engineering firm or corporation at the time employed under the provisions of Section 705 of this Resolution to perform and carry out the duties imposed on the Engineering Consultants by this Resolution.
“Expense Fund” means the fund by that name established under Section 401.
“Fiscal year” shall mean the period commencing on the first day of July of any year and ending on the last day of June of the following year.
“Government Obligations” shall mean collectively, (i) direct obligations of the United States of America or obligations the principal of and interest on which are unconditionally guaranteed by the United States of America, non of which permit redemption prior to maturity at the option of the obligor; (ii) bank certificates of deposit fully secured as to principal and interest by the obligations described in (i); (iii) certificates evidencing ownership of portions of such obligations described in (i) held by a bank or trust company as custodian, under which the owner of the investment is the real party in interest and has the right to proceed directly and independently against the obligor on the underlying obligations if such underlying obligations are not available to satisfy any claim against the custodian; or (iv) municipal obligations that have been refunded and are secured by an escrow within which are held obligations described in (i) or (iii).
“Improvements” shall mean any extensions, enlargements or improvements of the Electric System.
“Interest and Sinking Fund” shall mean the City of Dover Electric Revenue Bonds Interest and Sinking Fund, a special fund created and designated by the provisions of Section 507 of this Resolution, there being three separate accounts in said Fund designated “Bond Service Account”, “Reserve Account” and “Redemption Account”, respectively.
“Interest Payment Date” shall mean each January 1 and July 1 on which interest is payable on the Bonds.
“Net Revenues” for any particular period shall mean the amount of the excess of the Revenues of the Electric System over the Current Expenses during such period.
“Outstanding”, when used with reference to bonds issued under this Resolution, means at any date, the aggregate of all bonds authorized, issued, authenticated and delivered under this Resolution, except:
(a) Bonds cancelled or surrendered to the Trustee for cancellation pursuant to the provisions of this Resolution on or prior to such date;
(b) Bonds paid or deemed paid pursuant to the provisions of Section 1101 of this Resolution (whether upon or prior to the maturity or redemption date of any such Bonds); and
(c) Bonds in exchange for or in lieu of which other Bonds have been authenticated and delivered pursuant to this Resolution; provided, however, that in determining whether the owners of a requisite aggregate principal amount of bonds Outstanding have concurred in any request, demand, authorization, direction, notice, consent or waiver under this Resolution, Bonds which are owned by the City shall be disregarded and deemed not to be Outstanding for the purpose of any such determination; provided, however, that for the purpose of determining whether the Trustee shall be protected in relying upon any such request, demand, authorization, direction, notice, consent or waiver, only bonds which the Trustee knows, as determined by reference to the registration books maintained therefore, to be so owned shall be so disregarded.
“Paying Agent” shall mean the City, or such other entity which is under contract with the City to perform the function(s) of a paying agent, or any successor thereto appointed in accordance with the terms hereof.
“Permitted Encumbrances” shall mean the following liens and encumbrances on the Electric System Revenues or the Electric System property as of any particular time:
(a) utility, access and other easements and rights-of-way, restrictions and exceptions which do not materially interfere with or impair the operation of the Electric System for the purpose for which it is or may reasonably be expected to be held;
(b) any mechanic’s, laborer’s, materialman’s, supplier’s or vendor’s lien or right in respect thereof if payment is not yet due under the contract in question or if such lien is being contested by the City in good faith;
(c) liens and encumbrances relating to or arising out of the incurrence by the City of Non—Parity Debt permitted under Section 215 hereof; and
(d) liens and encumbrances relating to or arising out of the issuance of Additional Bonds as provided in Article II.
“Principal” or “principal” or “principal amount” shall mean (i) with respect to any Capital Appreciation Bond, the Accreted Value thereof (the difference between the stated amount to be paid at maturity and the Accreted Value being deemed unearned interest) except as used in connection with the authorization and issuance of Bonds and with the order of priority of payments of Bonds after an Event of Default (of which the Trustee has notice within the meaning of the Bond Resolution), in which case “principal” means the initial public offering price of a
Capital Appreciation Bond (the difference between the Accreted Value, as the case may be, and the initial public offering price being deemed interest) and (ii) with respect to any Current Interest Bond, the principal amount of such Bond payable at maturity.
“Principal and Interest Requirements” for any fiscal year, as applied to the bonds of any Series issued under the provisions of this Resolution and then Outstanding, shall mean the respective amounts which are required in each fiscal year to provide for paying the principal of and the interest on all bonds of such Series which will become due and payable in such fiscal year, the computation of each such amount for each fiscal year, beginning with the fiscal year in which such computation shall be made, to be based on the assumption that the bonds of such Series at the time outstanding will be retired according to their stated maturities or upon earlier call for mandatory redemption from Sinking Fund Installments, if applicable.
In the case of any series of bonds which do not have Substantially Equal Debt Service, the Principal and Interest Requirements for any fiscal year shall mean the average annual principal and interest payments required to be made with respect to such series from and after the date of the initial issuance of such series. In any case where a principal installment with respect to any series of bonds is the subject of an unconditional, irrevocable commitment from a financial institution providing for the refinancing of all or any part of such principal installment, the principal and interest requirements with respect to that part or all of the principal installment to be refinanced shall be calculated on the assumption that such refinancing occurs in accordance with the terms of the aforesaid commitment.
“Principal underwriters” shall mean the firms or corporations or the firm or corporation named as the principal underwriters in the resolution mentioned in clause (b) of Section 208 of this Resolution. In the event any such underwriter shall retire from active business leaving no successor, the term shall thereafter mean the remaining principal underwriter or underwriters. In the event each such underwriter shall retire from active business leaving no successor, the provisions of this Resolution which relate to the principal underwriters shall no longer be in force. For the purposes of this paragraph any firm or corporation succeeding to the business of any such underwriter by assignment, merger or otherwise shall be deemed to be a principal underwriter.
“Qualified Investments” shall mean any of the following if and to the extent the same are at the time legal for investment of public funds:
(i) direct obligations of, or obligations the principal of and interest on which are unconditionally guaranteed by, the United States of America, including obligations issued or held in book entry form on the books of the Department of the Treasury of the United States, obligations of the Federal agencies set forth in clause (iii) below to the extent unconditionally guaranteed by the United States of America and any certificates or other evidences of an ownership interest in obligations or in specified portions thereof (which may consist of specified portions of the interest thereon) of the character described in this clause (I);
(ii) any bonds or other obligations of any state of the United States of America or of any agency, instrumentality or local governmental unit of any such state (a) which are (x) not callable prior to maturity or (y) as to which irrevocable instructions have been given to the trustee of such bonds or other obligations by the obligor to give due notice of redemption and to call such bonds for redemption on the date or dates specified in such instructions, (b) which are insured and thereby rated by, or are otherwise rated by, a nationally recognized bond rating agency within its highest rating category or which are secured as to principal, redemption premium, if any, and interest by a fund consisting only of cash or bonds or other obligations of the character described in clause (i) hereof which fund may be applied only to the payment of such principal of and interest and redemption premium, if any, on such bonds or other obligations on the maturity date or dates thereof or the specified redemption date or dates pursuant to such irrevocable instructions, as appropriate, and (c) to the extent not insured, as to which the principal of and interest on the bonds and obligations of the character described in clause (i) hereof which have been deposited in such fund along with any cash on deposit in such fund are sufficient to pay principal of and interest and redemption premium, if any, on the bonds or other obligations described in this clause (ii) on the maturity date or dates thereof or on the redemption date or dates specified in the irrevocable instructions referred to in subclause (a) of this clause (ii), as appropriate, and any certificates or any other evidences of an ownership interest in obligations or specified portions thereof which may consist of specific portions of the interest thereon) of the character described in this clause (ii);
(iii) Bonds, debentures, or other evidences of indebtedness issued or guaranteed by any agency or corporation which has been or may hereafter be created pursuant to an Act of Congress as an agency or instrumentality of the United States of America;
(iv) new housing authority bonds or project notes issued by public agencies or municipalities and fully secured as to the payment of both principal and interest by a pledge of annual contributions or a requisition or payment agreement with the United States of America;
(v) direct and general obligations of any state of the United States of America, to the payment of which the full faith and credit of said state is pledged, which at the time of investment are rated by any nationally recognized bond rating agency by a rating which denotes a security with investment characteristics of a security presently rated by Moody’s Investors Services, Inc., as “A” or better;
(vi) certificates of deposit, whether negotiable or non-negotiable, issued by any bank, savings and loan association, trust company or national banking association (including the Trustee, if any, and any Co-Trustee) which are members of the Federal Deposit Insurance Corporation or the Federal Savings and Loan Insurance Corporation; provided, that such are (a) fully insured by the Federal Deposit Insurance Corporation or (b) secured, to the extent not insured by the Federal Deposit Insurance Corporation or the Federal Savings and Loan Insurance Corporation, by such securities in clauses (i) through (v) above having a market value (exclusive of accrued interest, other than accrued interest paid in connection with the purchase of such securities) at least equal to the principal amount of such certificates of deposit (or portion thereof not insured by the Federal Deposit Insurance Corporation or the Federal Savings and Loan Insurance Corporation) which shall be lodged with the Trustee, by such bank, trust company, national banking association or savings and loan association, and such loan association shall furnish the Trustee, with an undertaking satisfactory to it that the aggregate market value of all such obligations securing such certificates of deposit will at all times be an amount which meets the requirements of this clause (vi) and the City shall be entitled to rely on each such undertaking;
(vii) bonds, notes, debentures or other evidences of indebtedness issued or guaranteed by any corporation which are, at the time of purchase, rated by a nationally recognized rating agency in its highest rating category, and by at least one other nationally recognized bond rating agency in either of its two highest rating categories, and by at lest one other nationally recognized bond rating agency in either of its two highest rating categories, for comparable types of debt obligations;
(viii) repurchase agreements with respect to obligations mentioned in clauses (i), (ii), (iii), (iv) or (v) of this definition with (A) a financial institution insured by the DFIC or FSLIC (which may include the Trustee) or (B) with a broker-dealer who is a member of the Securities Investor Protection Corporation; provided that in any such case, the Trustee (or a third party acting solely as agent for the Trustee) must have possession of the collateral security which must continuously have a market value equal to the amount so invested and the collateral must be free of all third party claims;
(ix) money market mut