SPECIAL EMERGENCY COUNCIL MEETING

A Special Emergency Council Meeting was held on December 4, 1985 at 5:00 P.m. with Mayor Carroll presiding. Members present were Messrs. Richter, Ambruso, Bulley, Christiansen, Witt, Weyandt and Shevock. Mr. Boaman was absent.

AGENDA ADDITIONS

Mayor Carroll noted that the Building Inspector and Tax Assessor are usually appointed on the first meeting in December. Since that meeting has been cancelled, he requested that the appointments be added to the agenda.

Mayor Carroll also made note of a letter from the Delaware Development Office which will be considered under correspondence.

BOND RESOLUTION - ELECTION REVENUE REFUNDING BONDS - SERIES 1985

Mr. Charles McDowell of Potter, Anderson & Corroon, stated the purpose of the meeting as being to adopt a resolution authorizing the Mayor or Vice-Mayor to enter into a bond purchase contract which has been proposed by Merrill Lynch and Drexel Burnham Lambert with respect to the sale of the Electric Revenue Refunding Bonds for the purpose of refunding the outstanding electric bonds. He advised that Moody's has granted an A rating on the refunding bonds. This means that the underwriters will be contacting the City during the morning of December 5th as to the exact pricing and financing. When the pricing is completed, the details of the bond purchase contract will be completed.

Since it was not possible to know the precise details at the time of this meeting, the resolution to be adopted tonight authorizes the Mayor or Vice-Mayor to sign a purchase contract providing for the issuance of up to $16,000,000 of revenue refunding bonds. Mr. McDowell stated that the precise amount will probably be $14,040,000. This will depend on the exact interest rate.

The resolution to be adopted tonight will authorize the Mayor or Vice-Mayor to sign a purchase contract; the parameters being that the purchase price may not be less than 97% of par so that the maximum underwriter's discount is 3%. The interest rate on the bonds cannot exceed 10%.

The resolution also makes reference to a 1985 resolution which takes the place of the 1965 resolution that dictates the restraints on the 1965 and 1973 series bonds. The new bond resolution has been completely rewritten and modernized to afford more flexibility in terms of initiating future financing and liberalize the City's investment possibilities for earnings.

The resolution to be adopted at this meeting states that Council intends to adopt the bond resolution document prior to closing.

Mr. McDowell reiterated provisions of the bond resolution, 1985 Series, for Councilmen Richter and Bulley relative to the City's investment restrictions and allowable funds that can be transferred after all covenants of the resolution have been satisfied.

By motion of Mr. Richter, seconded by Mr. Christiansen, Council by a unanimous roll call vote (Mr. Boaman absent), adopted the following resolution:

A RESOLUTION PURSUANT TO CHAPTER 111, VOLUME 52. LAWS OF DELAWARE, AS AMENDED BY CHAPTER 340, VOLUME 57, LAWS OF DELAWARE AUTHORIZING THE SALE OF UP TO $16,000,000 ELECTRIC REVENUE REFUNDING BONDS (SERIES 1985)

WHEREAS, pursuant to the provisions of the City Charter (Chapter 158, Volume 36, Laws of Delaware, as amended), and Chapter III, Volume 52, Laws of Delaware as amended by Chapter 340, Volume 57, Laws of Delaware, The City of Dover (hereinafter sometimes called the "City"), a municipal corporation in the State of Delaware, to provide funds to refund indebtedness incurred by the City and to pay a part of the cost of the City's Electric System, adopted a Resolution on July 26, 1965 (which was subsequently amended by supplemental resolution on January 8, 1973) (the Resolution as so amended and in effect hereinafter referred to as the "1965 Resolution), pursuant to which the City has issued M $10,245,000 aggregate principal amount of its Electric Revenue Refunding Bonds dated August 15, 1965, of which $1,255,000 remains outstanding and (ii) $13,995,000 aggregate principal amount of its Electric Revenue Refunding Bonds (Series 1973) and $10,000,000 aggregate principal amount of its Electric Revenue Bonds (Series 1973) of which $19,110,000 remains outstanding (all of the foregoing outstanding bonds hereinafter referred to as the "Prior Bonds");

WHEREAS, the City desires to issue revenue bonds in the aggregate principal amount of up to $16,000,000 (the "Series 1985 Refunding Bonds") to provide funds which, together with certain other funds, and the investment earnings thereon, will be sufficient to pay the principal and interest on the Prior Bonds when due or upon earlier call for redemption;

WHEREAS, by Resolution adopted November 15, 1985, the City resolved its intent to so issue its revenue bonds in the aggregate principal amount not to exceed $16,000,000 and caused notice thereof to be published on November 18, 1985;

WHEREAS, the City intends to adopt a Resolution (the "1985 Resolution"), to replace and succeed the 1965 Resolution, providing the details of and the security for the Series 1985 Refunding Bonds'

WHEREAS, the City on November 15, 1985 resolved its intent to adopt an additional amendment to the 1965 Resolution (the "1985 Supplemental Resolution"), providing for the advance refunding and defeasance of the Prior Bonds;

WHEREAS, as required by the 1965 Resolution, notice has been given by the Trustee under the 1965 Resolution to the registered bondholders of the Prior Bonds, advising the bondholders of the City's intent to adopt the 1985 Supplemental Resolution and 30 days must pass from the time of said notice prior to the closing on the sale of the Series 1985 Refunding Bonds;

WHEREAS, the City desires to authorize the sale of the Series 1985 Refunding Bonds pursuant to the 1985 Resolution and a Contract of Purchase with Merrill Lynch Capital Markets and Drexel Burnham Lambert Incorporated (the "Contract of Purchase");

WHEREAS, in connection with said sale a Preliminary Official Statement dated November 27, 1985 (the "Preliminary Official Statement") has been circulated to prospective purchasers and an Official Statement dated December 6, 1985 (the "Official Statement") will be circulated to prospective purchasers.

NOW, THEREFORE, BE IT RESOLVED by the Council of the City of Dover, Delaware;

1.         The Council approves the sale of the City's Series 1985 Refunding Bonds in the aggregate principal amount of up to $16,000,000, as described in the 1985 Resolution (substantially in the form presented to this meeting), the Contract of Purchase and the Official Statement to Merrill Lynch Capital Markets and Drexel Burnham Lambert Incorporated pursuant to the terms and conditions set forth in the Contract of Purchase.

2.         The Mayor or Vice-Mayor and City Clerk are authorized to execute and deliver the Contract of Purchase providing for the sale of the Series 1985 Refunding Bonds in the aggregate principal amount required to advance refund the Prior Bonds but not to exceed $16,000,000, at a purchase price not less than 97% of the original face amount, plus accrued interest. The true interest cost on the Series 1985 Refunding Bonds shall not exceed 10.0% per annum. The Contract of Purchase shall otherwise be in substantially the form presented to this meeting with such modifications as the Mayor or Vice-Mayor shall deem appropriate to carry out the intent of this Resolution, the execution thereof by the Mayor or Vice-Mayor to be conclusive proof of approval thereof.

3.         The use of the Preliminary Official Statement in connection with the marketing of the Series 1985 Refunding Bonds is hereby ratified and approved. The use of the Official Statement in substantially the form presented to this meeting is hereby approved with such modifications as the Mayor or Vice-Mayor shall deem appropriate to carry out the intent of this Resolution, the execution thereof by the Mayor or Vice-Mayor to be conclusive proof of approval thereof.

4.         The proceeds of Series 1985 Refunding Bonds shall be applied as provided in the 1985 Resolution which will provide for a portion thereof to be deposited with Delaware Trust Company, the 1965 Trustee and escrow agent under an Escrow Agreement to be dated as of December 23, 1985 (the "Escrow Agreement") to provide for the advance refunding of the Prior Bonds. The Mayor or Vice-Mayor and the City Clerk are authorized to execute and deliver the Escrow Agreement in substantially the form presented to this meeting with such modifications as the Mayor or Vice-Mayor shal I deem appropriate to carry out the intent of this Resolution, the execution thereof by the Mayor or Vice-Mayor to be conclusive proof of approval thereof.

5.         The City officials are authorized and directed to take all actions necessary to issue the Series 1985 Refunding Bonds and carry out the terms and purposes of the financing, including the delivery of the Official Statement and of the necessary closing documents and certificates.

Passed and Adopted

this 4th day of

December, 1985

Attest:                                                                         Approved:

         William H. Willis                                                Crawford J. Carroll

              City Clerk                       Mayor

APPOINTMENT - BUILDING INSPECTOR

By motion of Mr. Witt, seconded by Mr. Christiansen , Council unanimously (Mr. Boaman absent) appointed Mr. Jack T. Roe as Building Inspector for the year 1986.

APPOINTMENT - CITY TAX ASSESSOR

By motion of Mr. Witt, seconded by Mr. Weyandt (Mr. Boaman absent), Mr. L. Chapman Lucas was appointed as Tax Assessor for the year 1986.

CORRESPONDENCE

Delaware Development Office - 1990 Decennial Census

A letter from the Delaware Development Office, Ms. Judy A. McKinney - Delaware State Data Center, informed Mayor Carroll that the Delaware State Data Center will be hosting a meeting to recommend changes to the census tract boundaries in Kent and Sussex Counties. The meeting will be held on December 10, 1985 at the Delaware State Library, Edgehill Shopping Center in Dover, convening promptly at 10:00 a.m.

It was suggested that a member of the City Manager's Office, members of Council, and Mr. Norman Day (conducting the update of the Comprehensive Plan) be present at the meeting.

Meeting Adjourned at 5:30 P.M.

WILLIAM H. WILLIS

CITY CLERK

All orders, ordinances and resolutions adopted by City Council during their meeting of December 4, 1985, are hereby approved.

CRAWFORD J. CARROLL

MAYOR

December 11, 1985

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