BE IT ENACTED BY THE GENERAL ASSEMBLY OF THE STATE OF DELAWARE (Two-thirds of all members elected to each house thereof concurring therein):

The inhabitants of the Town of Middletown within the corporate limits as hereinafter defined in this Charter, Section 1-02, or as subsequently altered by annexation procedure as provided by law, are hereby declared to be a body politic incorporated in law and equity to be known as the "Town of Middletown" and shall continue to be a municipal corporation and body politic in perpetuity.

The geographic boundaries of the Town of Middletown are hereby established and declared to be as follows:

That the Town of Middletown, in New Castle County, as the same is originally bounded by Chapter One Hundred Sixty-five, Volume Twenty-three of the Laws of Delaware:

That is to say, that Main Street and Broad Street shall extend one-half mile in each direction from the intersection of centres of the said Main and Broad streets in said town: That the outside boundary line of said Town shall be as follows, to wit: Beginning at a stone on the west side of North Broad Street, being the northern limit of said Town as above stated: Thence with a straight line in a southeasterly direction to a stone on the northerly side of East Main Street in said Town, which is now the eastern extremity of the corporate limes thereof: Thence with a straight line in a southwesterly direction to a stone on the west side of South Broad Street, which is now the southern extremity of the corporate limits thereof: Thence with a straight line in a northwesterly direction to the place of beginning: shall be governed and its affairs managed and conducted by a Mayor and four Councilmen, who shall have power to annex any contiguous territory, and to extend and apply thereto all the laws, ordinances, resolutions, rules and regulations in force within said Town, so far as the same may be legally applicable.

The Mayor and Council of Middletown, at any time hereafter, may cause a survey and plat to be made of the said Town and said plat, when made and approved by the Mayor and Council, shall be recorded in the Office of the Recorder of Deeds in and for New Castle County, State of Delaware and the same, or the record thereof, or a duly certified copy of said record, shall be evidence in all Courts of law and equity in this State.

The Town of Middletown shall have the power to annex, by ordinance, in full compliance with the Laws of the State of Delaware, any territory contiguous to the Town of Middletown whenever the property owners within the territory to be annexed determine, by a two-thirds majority vote, that such annexation is appropriate and thereby approved.

Before any additional territory shall be annexed to the Town, the Mayor and Council shall pass a resolution describing and defining accurately the territory proposed to be annexed, shall provide for zoning of the annexed territory and shall give at least twenty (20) days notice of a public hearing by posting a copy of the Resolution and Notice of public hearing in at least five (5) public places in the Town and at least five (5) public places in the area to be annexed. In addition, all property owners contiguous to the territory proposed to be annexed to the Town shall be notified by registered mail of said proposed annexation.

The Town of Middletown shall have all the powers granted to municipal corporations and to cities by the Constitution and general laws of the State of Delaware, together with all the implied powers necessary to carry into execution all the powers granted. The Town of Middletown shall continue to enjoy all powers which have been granted to it by special acts of the General Assembly of the State of Delaware, except insofar as they may be repealed by the enactment of this Charter. The Town of Middletown, as a body politic and corporate, shall succeed to, own or possess all property whether real, personal, or mixed, and all the rights, privileges, franchises, powers and immunities now or heretofore belonging to, possessed by, or enjoyed by the Mayor and Council of Town of Middletown.

The Town of Middletown may have and use a corporate seal, may sue and be sued, may acquire property within or outside its corporate limits by purchase, gift, devise, lease or condemnation, for the purpose of providing sites for public buildings, parks, sewer system, sewage treatment plant, water system, water plant, gas or electric system, or other municipal purposes, and may sell, lease, mortgage, hold, manage and control such property or utility as its interest may require; and except as prohibited by the Constitution of the State of Delaware, or restricted by this Charter, the Town of Middletown shall and may exercise all municipal powers, functions, rights, privileges and immunities of every name and nature whatsoever.

The enumeration of particular powers by this Charter shall not be held or deemed to be exclusive, but, in addition to the powers enumerated herein, implied thereby, or appropriate to the exercise thereof, it is intended that the Town of Middletown shall have, and may exercise all powers which, under the Constitution of the State of Delaware, it would be competent for this Charter specifically to enumerate. All powers of the Town, whether expressed or implied, shall be exercised in the manner prescribed by this Charter, or, if not prescribed herein, then in a manner provided by ordinances or resolutions of the Mayor and Council.

All laws, ordinances, resolutions, rules and regulations for municipal purposes now in force within the Town, not inconsistent with, nor modified or repealed by the provision of the Charter, shall continue in force until repealed, rescinded or changed by proper authority. This Charter shall be construed liberally in favor of the Town, and nothing in this Charter shall be construed as exempting any individual or agency from the operation of this Section.

The Town may exercise any of its powers or perform any of its functions and may participate in the financing thereof, jointly or in cooperation, by contract or otherwise, with any one or more states or civil divisions or agencies thereof, or the United States or any agency thereof.

The form of government established by this Charter shall be known as the Council-Manager form. The Mayor shall continue to be elected by the people and shall have the power of appointment.

The Council shall consist of four (4) Councilpersons at large. It shall be the duty of each Councilperson to propose necessary and appropriate legislation and resolutions for Council consideration; serve on committees designated by the Mayor and Council; attend public hearings on proposed legislation; be available and responsive to constituents, and perform all other duties as provided in this Charter and by law.

It shall be the duty of the Mayor to preside at all meetings of Council and to see that the laws, ordinances, rules and regulations of the Town are faithfully executed. He shall have custody of the seal of the Corporation and shall have the right of affixing the seal.

The Mayor shall also have the power to administer oaths and affirmations. The Mayor shall appoint all committees, subject to confirmation by Council and shall be recognized as the head of the Town Government. The Mayor shall recommend, subject to confirmation by a majority of the members of Council, a Town Manager to oversee and manage the administrative affairs of the Town. In addition to the duties and powers set out above, the Mayor shall have the power to vote on any matter before Council, but only in the event of a tie vote.

The Mayor shall appoint a Vice-Mayor who shall act as Mayor during the absence or disability of the Mayor and, if a vacancy occurs, shall become Mayor for remainder of the unexpired term. However, the Vice-Mayor may vote on all resolutions, motions and ordinances when temporarily acting as Mayor.

The Mayor shall appoint a Secretary of Council, whose job it will be to verify the accuracy of Council minutes, and, to that effect, sign a ledger of minutes, as public record.

The Mayor shall appoint all Department Heads of the Town of Middletown.

Any qualified voter of the Town of Middletown who is at least eighteen (18) years of age, who is a United States citizen, who has not been convicted of a felony as that crime is designated by the State of Delaware, who has resided in the Town for at least one-year next preceding his election shall be eligible to hold the office of Mayor or Councilperson; provided that the "qualified voter" as used herein shall mean a person who is a registered voter at the time his/her nominating petition is filed.

The general municipal election shall be held on the first Monday in March each and every year from 2 o'clock in the afternoon until 8 o'clock in the evening, local time. The Mayor and Council of said Town shall continue to hold office during the respective terms for which they were elected or until their successors have been duly chosen and qualified. On the first Monday in March of every year which has the last digit as an odd number and on the first Monday in March every two years thereafter, the Mayor and two members of Council shall be elected to hold office for the term of two years or until their successors have been duly chosen and qualified. On the first Monday in March of every year which has the last digit as an even number and on the first Monday in March every two years thereafter, the remaining three members of Council shall be elected to hold office for the term of two years or until their successors have been duly chosen and qualified.

All powers of the Town shall be vested in the Mayor and Council, except as otherwise provided by law or this Charter, and the Mayor and Council shall provide for the exercise thereof and for performance of all duties and obligations imposed on the Town by law.

Except where authorized by law, no Mayor or Councilperson shall hold any other Town office or Town employment during the term for which elected to Council.

A. Vacancies. The office of Mayor or Councilperson shall become vacant upon death, incapacitation, removal from the Town, resignation, removal from office in any manner authorized by law, or forfeiture of office.

B. Forfeiture of Office. The Mayor or Councilperson shall forfeit office if: (1) he/she lacks, at any time during his/her term of office, any qualification for the office prescribed by this Charter or by law; (2) violates any express prohibition of this Charter; (3) is convicted of a felony as that term is defined by the State of Delaware.

A Mayor or Councilperson charged with conduct constituting grounds for forfeiture of his office shall be entitled to a public hearing on demand; and notice of such hearing shall be posted in five (5) prominent locations in the Town, one of which shall include the Town Hall, at least ten days in advance of the hearing.

C. Filling of Vacancies. In case of vacancy for any cause in the Office of Mayor, the Vice-Mayor shall fill such vacancy. In the case of a vacancy for any cause in the office of Councilperson, the Council, upon a majority vote shall make a temporary appointment within ten (10) days to fill such vacancy. Such appointment shall continue until the next general municipal election. Thereafter, such office shall be filled by election and the person so elected shall serve for the remainder of the term of the Councilperson whose office became vacant.

The Mayor and Council shall be the judge of the qualifications, as set forth within this Charter, of the Mayor and Council and of the grounds for forfeiture of their office, and for such purposes, shall have power to subpoena witnesses, take testimony, and require the production of records.

The Mayor and Council shall determine the annual salary of the Mayor and Councilpersons by ordinance, but no ordinance increasing such salary shall become effective until the date of commencement of the terms of members of the Mayor and Council elected at the next regular election, provided that such election follows the adoption of such ordinance by at least six months. Members of the Mayor and Council shall receive reimbursement for actual and necessary expenses as supported by receipts incurred in traveling when on official business. The salary of the Mayor may exceed that of Councilpersons.

The Mayor and Council shall hold an organizational meeting in the evening of the first Monday in March following the regular municipal election and shall meet regularly at least once a month thereafter. Additional meetings may be held on a regular, adjourned or special basis, provided notice is given in accordance with the Law of the State of Delaware and the rules of the Mayor and Council. Special meetings may be called by the Mayor, or by written request of any two members of the Council, and, whenever practicable, upon no less than twenty-four hours notice to each member. All meetings shall be open to attendance by the public, provided however, the Council may recess for the purpose of discussing, in an Executive Session limited to its own membership, any matter appropriate under the laws of the State of Delaware provided that the general subject matter for consideration is expressed in the motion calling for such session. The Mayor and Council shall have the same power and authority to enact all ordinances, adopt all resolutions, pass all motions, make all orders and transact all business at any adjourned or special meeting, called as aforesaid as the Mayor and Council has at a regular meeting.

The Council shall determine its own rules of procedure and order of business and shall provide for keeping a minute book of its proceedings, which shall be a public record and open to public inspection. Voting, except on procedural motions, may be by roll call but in any event the yeas and nays shall be recorded in the minutes. In any event each person who desires to speak at any Regular, Special or Adjourned Meeting of Council, shall be allowed to speak, preferably by submitting his/her name and a brief description of the subject matter to the Town Secretary at least seven days prior to the meeting for placement on the agenda.

A majority of the members of the Mayor and Council shall constitute a quorum to do business. No ordinance shall be valid unless it shall have the affirmative vote of a majority of all the members of the Council, and, in the event of a tie vote, the affirmative vote of the majority of the Mayor and Council. Resolutions, orders and motions shall be valid upon the affirmative vote of a majority of the members of Council present, and, in the event of a tie vote, the affirmative vote of a majority of the Mayor and Council. No member shall be excused from voting on ordinances, resolutions, orders or motions except where a member of Council has a personal financial interest pursuant to Sec. 12-01 of this Charter, in which event, said member shall disqualify himself/herself from voting.

Adoption of New Castle County Assessment. The Mayor and Council shall use the assessment by the New Castle County Board of Assessments for all property located within the corporate limits of the Town in lieu of making its own independent valuation and assessment of such property. The assessment of values established by New Castle County shall be conclusive for purposes of levying town taxes and the Mayor and Council shall have no authority to hear appeals regarding same.

The Mayor and Council shall, after having ascertained the revenue necessary to balance the budget and having apportioned said sum on the assessment and valuation as provided for in this Charter, shall, on the first day of the fiscal year, furnish the Town Clerk or Town Treasurer with a copy of the final assessment roll containing the names of taxables, as well as the owners of real estate, the tax levied on each person and also the tax on the entire valuation and assessment at a rate per one hundred dollars. The assessment roll shall be certified true and correct by the Mayor and a majority of the members of Council.

All taxes shall be paid to the Town Clerk or Town Treasurer at the Town Hall during regular business hours. All taxes are due on September 30 (or on the next banking day, if September 30 is a weekend or holiday) of each year. On all taxes paid after September 30 there shall be paid an accrued penalty of one percent (1%)per month or fraction thereof for each month unpaid after due date. All tax bills shall be sent out on or before July 1 of each year. Appropriate legal action shall be taken against all delinquent taxpayers whose taxes have become delinquent for period of two years or more.

The Mayor and Council may establish an annual exemption from payment of Town taxes for all Town residents who are at least 65 years of age or older at the time the fiscal year commences.

A. Tax Liens. The provisions of Title 25, Delaware Code Annotated, Chapter 29, as amended, with reference to tax liens shall be deemed and held to apply to all taxes laid and imposed under the provisions of this Charter.

B. Debt Action. The Town Treasurer may recover the amount of the tax due in an action of debt against the delinquent taxpayer in any court of competent jurisdiction; and it shall be sufficient to set forth that the action is to recover a specified sum of money, being a tax or taxes assessed against property owned by the defendant, in whole or in part, together with such description of the property as will be sufficient to identify the same and the year for which the taxes were levied. The right of appeal shall be the same as in other civil actions. If a judgment be rendered in favor of the Town Treasurer, there shall be an allowance for the additional expense in attending to the suit, including counsel fees. The amount of accrued interest, which shall be taxed by the court in the costs, thereupon execution shall issue against the real estate of defendant. No execution against the real estate shall issue except out of the Superior Court. Where such judgment is recovery from a lower court of competent jurisdiction and it is the desire of the Town Treasurer to proceed against the real estate of the defendant, the Town Treasurer shall take a transcript of the judgment from such lower court and cause the same to be entered in the Superior Court in and for New Castle County. When such transcripts are entered, the subsequent proceedings shall be the same as upon other judgments. The lien of the judgment, as aforesaid, shall be deemed to relate back and take effect from the date of the Certified Town Treasurer's assessment roll.

C. Remedies Cumulative. The remedies herein provided are cumulative and, if two or more proceedings are pending to recover the amount due for taxes upon the same property for any year, neither proceeding shall be pleaded in bar or in suspension of other proceedings. However, when the full amount due for taxes upon the property for the year shall have been paid to the plaintiff in any proceeding, together with all costs in all proceedings then pending, the plaintiff shall enter upon the records thereof discontinuances thereof.

A. Monition Method Established. In addition to all existing methods and authority for the collection of taxes or special assessments due the Town of Middletown, the monition method and authority is established.

B. Praecipe; Judgment; Monition. The Town may file, or cause to be filed, a praecipe in the office of the Prothonotary of the Superior Court in and for New Castle County, which praecipe shall contain the name of the person against whom the taxes or assessments sought to be collected were assessed, and a copy of the bills showing the amount of taxes or assessments due and the property against which the tax or assessment was laid, and a statement of the lot number or numbers of the particular section in which said property is located. For the purpose of this and the next section, the street number or numbers also shall be sufficient identification and description of said property. The Prothonotary shall make a record of the same on the judgment records of said Superior Court against the property mentioned or described in said praecipe. Thereafter, upon a praecipe or monition filed in the office of said Prothonotary by the Town, a monition shall be issued by the Prothonotary aforesaid to the Sheriff of New Castle County, which monition shall briefly state the amount of the judgment for the taxes or assessments due and the years thereof, together with a brief description of the property upon which said taxes or assessments are a lien.

C. Form of Monition. The monition shall be in substantially the following form: To all persons having or claiming to have any title, interest or lien upon the within-described premises, take warning that unless the judgment for the taxes or assessments stated herein is paid within twenty (20) days after the date hereof, or within such period of twenty (20) days, evidence of the payment of taxes herein claimed shall be filed in the office of the Prothonotary, which evidence shall be in the form of a receipted bill or duplicate thereof, bearing the date prior to the filing of the lien in the office of the Prothonotary for New Castle County, the Town of Middletown may proceed to sell the property herein mentioned or described for the purpose of collecting the judgment for the taxes or assessments herein stated.

D. Posting of Monition; Sheriff's Return; Alias and Pluries Monition Said monition, or copy thereof, shall be posted by the Sheriff upon some prominent place or part of the property against which said judgment for the taxes or assessments is a lien. The Sheriff shall make due and proper return of his proceedings under said Monition to said Prothonotary within ten days after the posting of said copy of monition as aforesaid. Alias or Pluries Monition may issue upon like praecipe. The posting of said Monition shall constitute notice to the owner or owners and all persons having any interest in said property.

E. Issuance and Form of Writ of Venditioni Exponas. At any time after the expiration of twenty days following the return of the Sheriff upon such Monition, unless before the expiration of said twenty days, the said judgment and costs on said judgment shall be paid or evidence of the payment of such taxes evidenced by a receipted tax bill or a duplicate thereof, bearing date therefor prior to the filing of said lien for record in the office of the Prothonotary as aforesaid, upon praecipe filed by the Town of Middletown through its attorney or any other person authorized on its behalf to collect taxes or assessments due to the Town of Middletown, a writ of Venditioni Exponas shall issue out of the office of the said Prothonotary directed to the Sheriff, commanding the Sheriff to sell the property mentioned or described in said writ and make due return of his proceedings thereunder in the same manner as is not applicable with respect to similar writs of Venditioni Exponas issued out of the said Superior Court.

Said writ shall be substantially in the following form:

COUNTY OF NEW CASTLE:

SS.

STATE OF DELAWARE:

TO THE SHERIFF OF NEW CASTLE COUNTY

GREETINGS:

WHEREAS, by a Monition issued out of the Superior Court dated at Wilmington, the ___ day of ______ , A.D. 20 __, IT WAS COMMANDED, that you should post the said Monition or copy thereof upon the real estate therein mentioned and described, and make a return to the said Superior Court within ten days after said posting. That on the ______ day of _____, A.D. 20___, you returned that a copy of the said Monition was posted on the real estate therein mentioned and described in the ______ day of _______, A.D. 20___.

We therefore now command you to expose to public sale estate mentioned and described in said monition as follows:

And that you should cause to be made as well a certain debt of _________ Dollars ($ ) lawful money of the United States, which to the said Town of Middletown, a municipal corporation of the State of Delaware, is due and owing, as also the sum of _______ Dollars ($________) lawful money as aforesaid, for its costs, which it has sustained by the detaining of that debt, whereof the said _________ was convicted as it appears of record and against which said property it is a lien;

And have you that money before the Judges of our Superior Court at Wilmington, on Monday, the __ day of _______ next, to render to the said Town of Middletown, a municipal corporation as aforesaid, for its debt and costs as aforesaid, and this writ;

WITNESSETH, the Honorable _________ at Wilmington, the __ day of ______, A.D. 20____.

Prothonotary

Upon the return of the proceedings under said writ of Venditioni Exponas, the Superior Court may inquire into the regularity of the proceedings thereunder, and either approve the sale or set it aside.

F. Title of Property Sold. Any real estate or interest therein sold under the provisions hereof shall vest in the purchaser all the right, title and interest of the person in whose name said property was assessed, and/or all right, title and interest of the person or persons who are the owner or owners thereof, and likewise freed and discharged from any dower or courtesy or statutory right, in the nature of a dower or courtesy, whether absolute or inchoate, in or to said real estate, and from all equity of redemption and liens and encumbrances held by persons and corporations against said property.

G. Redemption by Owner. The owner of any such real estate sold under the provisions of this Charter or his legal representatives may redeem the same at any time within one year from the day the sale thereof is approved by the Court, by paying to the purchaser or his legal representatives, successors or assigns, the amount of the purchase price and fifteen percent in addition thereto, together with all costs incurred in the cause; or if the purchaser or his legal representatives, successors or assigns shall refuse to receive the same, or do not reside or cannot be found within the Town of Middletown, by paying said amount into said Court for the use of said purchase, his legal representatives or assigns.

H. Petition by Purchasers for Deed of Conveyance. In the event that the owner of said property or his legal representatives shall fail to redeem said property as herein provided, the purchaser of said property or his legal representatives, successors or assigns may present a petition to the Superior Court setting forth the appropriate facts in conformity with this Charter and pray that the said Superior Court make an order directing the Sheriff, then in office, to execute, acknowledge and deliver a deed conveying the title to said property to the petitioner; and thereupon, the said Superior Court shall have power, after a hearing upon said petition, to issue an order directing the Sheriff to execute, acknowledge and deliver a deed as prayed for in said petition, and a description of said property by street number or by lot numbers of the particular section in which said property is located, together with a description of said property by metes and bounds.

I. Petition by Owner After Redemption for Entry on Judgment Record. If the owner of any real estate sold under an order of sale, or his legal representative, shall redeem said real estate, he may prefer to said Superior Court a petition setting forth that fact and thereupon the said Superior Court, after hearing and determining the facts set forth in said petition, shall have power to cause to be entered upon the record of the judgment under which said real estate was sold, a memorandum that the real estate described in the proceeding upon which said judgment was entered has been redeemed, and thereafter, the said owner shall hold such redeemed real estate subject to the same liens and the same order of priority as they existed at the time of the sale thereof, excepting so far as the said liens have been discharged or reduced by the application of the proceeds by the said Sheriff from the said sale.

J. No Proceedings Unless Tax is a Lien Upon Property. No monition proceedings shall be brought under this Charter unless the tax or assessment sought to be collected hereunder shall, at the time of the filing of said petition in the office of the Prothonotary, be and constitute a lien upon the property against which the tax or assessment was assessed or laid. All taxes for Town purposes which may hereafter be lawfully assessed on real estate shall constitute a prior lien thereon for a period of ten years from the first day of the Town tax year succeeding the assessment of said taxes, but if the said real estate remains the property of the person to whom it is assessed, then the lien shall continue until the tax is collected and may, with all incidental costs and expenses, be levied by sale thereof as hereinbefore provided.

K. Counsel Fees, Purchase by Town. The said tax lien and costs and reasonable counsel fees for the collection thereof shall be fully paid and satisfied before any recognizance, mortgage, judgment, debt, obligation or responsibility which real estate may be charged with or liable to. The Town of Middletown shall have the authority to authorize any person or persons to make a bid or bids at the sale of any real estate under the provisions of this Charter, and in the event that such person or persons is the highest and best bidder or bidders therefor, the title thereto shall be taken in the name of the Town of Middletown. The Council, by resolution duly adopted, is authorized and empowered to sell and convey any real estate purchased under the provisions herein.

L. Fees and Costs. The fees and costs to be fixed in all monition proceedings under this and the preceding Sections, where not otherwise provided for, shall be set by the Council by ordinance. All other charges not covered by this and the preceding Sections shall be the same as are provided by law.

In addition to such acts of the Mayor and Council as are required by this Charter or by law to be by ordinance, every act of the Mayor and Council establishing a fine or penalty shall be by ordinance. Except as otherwise provided, every legislative act of Council which shall have the force of law shall be by ordinance and shall include an enacting clause which reads: "The Mayor and Council of the Town of Middletown hereby ordains:".

A. Upon or after introduction, every proposed ordinance shall be in writing. Any ordinance which amends an existing ordinance shall set out in full that part of the ordinance, section or subsection to be repealed or amended, and shall indicate the matter to be omitted. Every ordinance, except general modifications and revisions of Town ordinance, shall contain not more than one subject which shall be clearly expressed in its Title.

B. An ordinance may be introduced by any member of Council at any regular, adjourned or special meeting of the Council. Upon introduction of any ordinance, the Town Secretary shall distribute a copy to the Mayor and each Councilperson and to the Town Manager and Town Solicitor, and shall file a reasonable number of copies in the Town Hall and such other public places as the Mayor and Council may designate. No ordinance shall be passed unless it shall have been read in full or abstract at a previous meeting. After introduction of any ordinance, the proposed ordinance shall be posted in five prominent locations in the Town, one of which shall include the Town Hall, at least seven (7) days prior to the established hearing date, stating the time and place where said ordinance will be given a public hearing and be considered for final passage.

C. At the time of the stated meeting and public hearing, which can be a regular, adjourned or special Council meeting, the proposed ordinance shall be read in full or abstract and considered for passage. After the public hearing and consideration, the Council may finally pass the proposed ordinance, or a substitute version thereof which is substantially similar thereto.

Except as otherwise provided in this Charter, every adopted ordinance shall become effective immediately upon adoption or at a later date as specified in the Ordinance.

The Council may adopt any standard code of technical regulations by reference thereto in an adopting ordinance. The procedure and requirements governing such an adopting ordinance shall be as prescribed for ordinances generally, except that a copy of each adopted code of technical regulations as well as of the adopting ordinance shall be made available by the Town Secretary or for purchase at a reasonable price.

The Town Secretary shall authenticate by his/her signature and record in full, in a properly indexed book for that purpose, all ordinances and regulations adopted by the Council.

A. To meet a public emergency affecting life, health, property or the public peace, the Council may adopt emergency ordinances; but such ordinances may not levy taxes, grant, renew or extend a franchise, regulate the rate charged by the Town for any of its utilities, or authorize the borrowing of not more than three-tenths of one percent (0.3%) of the assessed valuation of the assessable and taxable real property within the limits of the Town of Middletown for emergency purposes.

B. An emergency ordinance shall be introduced in the form prescribed for ordinances generally, except that it shall be plainly designated as an emergency ordinance and shall contain, after the enacting clause, a declaration stating that an emergency exists and describing it in clear and specific terms.

C. An emergency ordinance may be adopted without a first reading, but copies of the ordinance shall be made available to the public prior to the meeting considering approval thereof, and time shall be set aside, prior to Council vote, for public comment.

D. An emergency ordinance may be adopted only by an affirmative vote of at least four (4) members of Mayor and Council. After its adoption, the ordinance shall become effective upon its adoption or at such later time as it may specify; but, every emergency ordinance, including any amendment made therein after its adoption, shall automatically stand repealed as of the ninety-first (91st) day following the date on which it was adopted, unless extended by regular ordinance enacted by the Mayor and Council, and it shall be the duty of the Town Secretary to so notify the Mayor and Council.

The Town's fiscal year, which shall constitute the budget and accounting year, but need not constitute the tax year, shall commence on July 1 of each year and conclude upon June 30 of the following year, but the Mayor and Council may by ordinance adopt a different fiscal year.

All payments out of the Town Treasury shall be by check of the Town Clerk or Town Treasurer and co-signed by the Mayor. If the Mayor is unable to serve as co-signer, the Town Treasurer and Town Clerk shall be co-signers.

A. It shall be the duty of the Mayor and Council, at least before the end of the fiscal year, to adopt the annual operating budget for the next fiscal year. Such budget shall be adopted by resolution with a hearing as required by Section 6-05 of this Charter. The consideration of the operating budget shall begin forthwith upon the receipt from the Mayor or the Town Manager of an annual written operating budget message and the proposed annual operating budget, which shall be submitted at the first regular meeting in May. The proposed budget shall be regarded as having been introduced immediately upon its receipt.

B. The annual operating budget shall provide for discharging any deficit and shall provide for appropriations to the Council, the Mayor and all officers, departments, boards and commissions which form a part of the Town Government, and for all other items which are to be met out of the revenue of the Town. All appropriations shall be made in lump sum amounts and according to the following classes of expenditures for each office, department, board or commission:

(1) Personal services;

(2) Materials, supplies and equipment;

(3) Debt service; and

(4) Such additional classes as the Mayor or the Town Manager shall recommend in the proposed annual operating budget.

Expenditures for the repair of any property and for the acquisition of any property or for any work or project which does not have a probable useful life to the Town of at least five years following the time the expenditure is made for it shall be deemed to be ordinary expenses to be provided for in the annual operating budget. Appropriations for the use of any departmental board or commission shall be made to the department with which it is connected.

A. Generally. The Mayor and Council shall adopt a capital plan and capital budget, which shall be submitted with the annual operating budget on or before the first regular meeting in May. Such budget shall be adopted by resolution with a hearing as required by Section 6-05 of this Charter.

B. The Capital Plan. The capital plan should embrace all physical public improvements and preliminary studies and surveys relative thereto, the acquisition of property of a permanent nature, and the purchase of equipment for any public improvement when first erected or acquired that are to be financed in whole or in part from funds subject to control or appropriation by the Mayor and Council. It should show the capital expenditures which are planned for each of the five (5) ensuing fiscal years. For each separate purpose, project, facility, or other property there should be shown the amount, if any, and the source of the money that has been spent, encumbered, or is intended to be spent or encumbered prior to the beginning of the ensuing fiscal year and also the amounts and the sources of the money that are intended to be spent during each of the ensuing five (5) years.

C. The Capital Budget. The capital budget shall show in detail the capital expenditures intended to be made or incurred in the ensuing fiscal year that are to be financed from funds subject to control or appropriation by the Mayor and Council, and shall be in full conformity with that part of the capital plan applicable to the year which it covers. Amounts specified as intended to be spent out of new appropriations shall, upon enactment of the capital budget, constitute appropriations of such amounts.

A. After the public hearing the Mayor and Council may adopt, by resolution, the budgets with or without amendment. The Mayor and Council may insert new items of expenditure or may increase, decrease, or strike out items of expenditure, except that no item of appropriation for debt service shall be reduced.

B. The budget and tax rate shall be adopted prior to the beginning of the fiscal year for which such budget relates. If the Mayor and Council fail to so adopt, the budget for the current fiscal year shall be deemed adopted for the ensuing fiscal year on a month-to-month basis with all items prorated accordingly, until such time as the Mayor and Council adopts a budget for the ensuing fiscal year.

C. All amendments to the budget shall be made at meetings open to the public; any amendment to the budgets shall require a public hearing with notice thereof posted in five (5) prominent places located in the Town at least five (5) days prior to the hearing.

A. The Mayor and Council shall have the power to levy and collect taxes on real property within the Town, except that which is not assessable and taxable by virtue of any law of the State of Delaware.

B. The Mayor and Council shall have the right to grant or refuse, and to charge fees for licenses or permits for traveling shows and other businesses of any description within the Town and to control their use of any property within the Town. The Mayor and Council shall have the power to levy and collect fees.

C. The Mayor and Council shall have the power to impose reasonable penalties and forfeitures for tax delinquencies, and to review and determine proper and appropriate properties to be exempt from taxation.

D. The Mayor and Council shall have the power to fix the rates for utilities operated by the Town and to collect and utilize revenues from such utilities for the benefit of the Town.

A. Whenever the needs of the Town shall require more money than is, at the time, in the Town treasury from current receipts, the Mayor and Council may, and it is hereby authorized and empowered, to anticipate current fiscal year revenue by borrowing such amounts as are needed; provided, however, the amount of such indebtedness shall not at any time exceed in the aggregate one-third of the total amount of the Town's revenues for the immediately preceding fiscal year, from real property and utility fixture taxes, license fees, and fees for municipal services, for general purposes when, in the opinion of the majority of the Council elected, the needs of the Town require it. Any sum or sums so borrowed shall be secured by a promissory note or notes or other evidence of indebtedness of the Town duly authorized by resolution of the Council and signed by the Mayor and attested by the Secretary of Council with the town seal affixed. Such notes or evidences of indebtedness and the interest thereon shall be exempt from all taxation by the State of Delaware, its agencies and political subdivisions. Any sum(s) of money borrowed hereby shall be paid from receipt of moneys deposited into the general fund or enterprise funds of the Town. The aggregate amount of outstanding principal from any such borrowing or borrowings under this paragraph shall not exceed the maximum permitted under Federal tax law.

B. The Town of Middletown shall have the full power and authority to borrow, for the exclusive purpose of financing a capital asset, upon the faith and credit of the Town of Middletown, a sum or sums of money not exceeding at any given time, taking into account the aggregate principal amount outstanding under all other borrowings pursuant to this sectrion 6-07B, one percent (1%) of the total assessed property value, exclusive of borrowing against current expenses referred to in subsection A hereof, when in the opinion of the majority of the Council the needs of the Town demand it. The Council may secure such sum or sums of money by promissory note or notes, or certificates of indebtedness of the Town of Middletown, duly authorized by resolution of the Council, signed by the Town Secretary, and by the Mayor or Acting Mayor, with or without the corporate seal of the Town affixed in accordance with the request of the person or corporation advancing the money on said notes or certificates, and no officer, Mayor or Council member shall be personally liable for the payment of such note or notes, because of his signature as an officer of the Council, his membership in Council or his approval of the authorizing resolution. Provided however, that any sum of money borrowed by the Council on the full faith and credit of the Town as aforesaid, shall be repaid in full, together with all interest and charges thereon, within a period not to exceed the estimated useful life of the capital asset or ten (10) years whichever is less and shall be repaid in equal annual installments.

This provision in no way shall be intended to apply to the right of the Mayor and Council to submit to the voters for their approval major capital improvement projects to be financed by long term bond issue as provided for in this Charter.

A. Power to Borrow Money. The Town may incur indebtedness by issuing either genera1 obligation bonds or certificates of indebtedness secured by the full faith and credit of the Town, or by issuing revenue bonds, either in whole or in part of the total amount necessary to provide funds for the erection, extension, enlargement or repair of any plant, machinery, appliances or equipment for the furnishing of water; for the construction, repair or improvement of highways, streets or lanes, or the paving, curbing, or erection of gutters along the same; for the construction or repair of sewers or sewage disposal equipment; or to defray the cost of the share of the Town in the cost of any permanent municipal improvement; or to replace any monies advanced from current funds of the Town to finance any one or more of such projects; or to carry out any capital improvement project deemed by the Mayor and Council to be necessary to the proper execution of any function or power of the Town. If general obligation bonds are issued, the total outstanding debt secured by such bonds shall not exceed fifteen (15) percentum of the assessed value of all the real estate subject to taxation located within the Town. If revenue bonds are issued, each such bond shall recite in substance that said bond, including interest therein, is payable from the revenue pledged to the payment thereof, and that said bond does not constitute a debt of the Town of Middletown within the meaning of the bonded indebtedness limitation; provided, however, that in the event of some emergency, the Town may temporarily borrow, advance or loan such amount as is necessary to meet current interest on outstanding bonds, such advance or loan to be repaid to the Town from revenue subsequently received from the undertaking. If revenue bonds are issued, the Mayor and Council shall prescribe and have collected reasonable rates, fees or charges for the service, facilities and accommodations of said undertaking and shall revise such rates, fees or charges from time to time whenever necessary so that such undertaking shall be and always remain self-supporting. The rates, fees or charges prescribed shall be such as will procure revenue at least sufficient to pay, when due, all bonds and interest thereon, for the payment of which such revenue is or shall have been pledged, charged or otherwise encumbered, including reserves therefor, and to provide for all expenses of operation and maintenance of such undertaking, payments in lieu of taxes, depreciation and other reserves.

No capital improvement bonds, notes or certificates of indebtedness may be authorized, which bonds are payable more than forty (40) years from the date of issuance thereof.

B. Method of Borrowing Money. Before the Town may incur indebtedness by the issuance of bonds as set out in the preceding Section, the borrowing of money shall have been authorized by the Mayor and Council and shall have been approved in the manner set out in this Section.

(1) The Mayor and Council shall, by resolution, propose to the qualified voters according to law in the Town of Middletown the purposes for which the stated amount of money shall be borrowed. The resolution shall state the amount of money desired to be borrowed, the purpose for which it is desired, and the manner of securing the same, shall fix a time and place for hearing on the resolution; and shall provide for publication of an announcement of the hearing in a newspaper of general circulation in the Town and posting of the announcement in at least five (5) prominent places in the Town, one of which shall include the Town Hall, at least ten (10) days prior to the hearing date.

(2) A public hearing shall be held, at which time all interested persons shall be given an opportunity to express their views. Their testimony shall be given in evidence by the Mayor and Council.

(3) If the Mayor and Council desire to continue with the bond proceedings, they shall then, by resolution, direct that the question be submitted to the public by a referendum. An election shall be held not less than thirty (30) days nor more than sixty (60) days after the date of such resolution.

(4) The notice of the time and place for holding said special election shall be printed in a newspaper of general circulation in the Town once a week for two consecutive weeks, the second of which shall appear at least two days prior to the election and notice of such election shall be placed in five (5) prominent places in the Town, one of which shall include the Town Hall, at least ten (10) days prior to the special election. The special election shall be conducted by the Election Board as herein established and provided for regular general elections.

(5) The Mayor and Council shall cause the Election Board to prepare the ballots for the voting machines and to hold the referendum. At said referendum, all qualified voters of the Town of Middletown shall be entitled to vote.

(6) The Election Board shall count the votes for and against the proposed bond issue and shall announce the result thereof; shall make a certificate under their hands of the number of votes cast for and against the proposed issue; and shall deliver the same to the Mayor and Council, which certificate shall be entered on the Council minutes and the original thereof filed by the Town Secretary. No bond issue shall be deemed approved unless a majority of those voting at such referendum shall vote for such bond issue.

(7) The form of bond or certificate of indebtedness, the interest rate, the date or dates for payment of interest, the classes, the date or dates of maturity, and the provisions pertaining to the registration shall be determined by the Mayor and Council after the said special election provided for in this Section. The bonds may be sold at either public or private sale as determined by the Mayor and Council. The Mayor and Council shall provide, in the budget, and in fixing the rate of tax, for revenues sufficient for payment of interest and principal of said bonds or certificates at the maturity or maturities thereof. The full faith and credit of the Town shall be deemed to be pledged for the due payment of the principal and interest of general obligation bonds issued within the prescribed debt limitation when the same have been properly executed and delivered for value, and there shall be no limitation upon the amount of taxes which may be raised by taxation for the payment of interest on principal of any bonded indebtedness or certificate or certificates issued pursuant to the provisions of the Act.

Annually, the Mayor and Council shall designate a firm of certified public accountants who, as of the end of the fiscal year, shall make an independent audit of accounts and other evidences of fiscal transactions of the Town government and shall submit their report to the Council. Such accountants shall have no direct or indirect personal interest in the fiscal affairs of the Town government or of any of its officers. They shall not maintain any accounts for the Town, but shall, within specifications approved by the Council, audit the books and documents of all appropriate officers and employees of the Town government in all departments, offices and agencies. Designation of the accountants shall be made by the Council not later than thirty days after the beginning of the fiscal year for which the audit is to be conducted. When received, the audit report shall become part of the Council minutes.

The Mayor with the advice and consent of a majority of all members of Council shall appoint an officer of the Town who shall have the title of Town Solicitor. He/she shall be a member of the Bar of the State of Delaware and shall have practiced law for at least two years prior to appointment. It shall be the duty of the Town Solicitor to give legal advice to the Mayor and Council, the Town Manager, department heads and other officers of the Town, and to all Town departments, offices or agencies; he/she shall represent the Town in all legal proceedings and shall perform such other legal services as may be required by the Mayor, Council, Town Manager, this Charter, law or ordinance. Council may procure such additional legal services as it may deem to be required. The Town Solicitor shall serve at the pleasure of the Mayor and Council.

The Mayor shall appoint, with the approval of majority of all members of Council, an Assessor, either an individual, firm or other similar type organization. The Assessor need not be a resident of the Town of Middletown. The Assessor shall be appointed at the first regular Council meeting in January for a term of two years and prior to entering upon the duties of the office, as set forth in Article IV, shall be duly qualified by oath or affirmation to perform the duties of the office to the best of his/her ability and knowledge, without favor or partiality . The Assessor may be removed from office by the Mayor and Council.

The Mayor shall appoint with the advice and consent of a majority of all members of Council an officer of the Town who shall have the title Town Clerk. The Town Clerk shall be appointed at the first regular Council meeting in March or the organizational meeting. The Town Clerk shall give notice of Council meetings to its members and the public, keep minutes of Council meetings and hearings and all official proceedings, file and keep in a safe place the Seal of the Town, attest the same when authorized by Council, keep all papers and documents relative to the affairs of the Town which shall be deemed appropriate to be kept in his/her office, and perform such other duties as maybe designated by the Mayor and Council, Town Manager, this Charter or ordinance. The responsibilities and duties of the Town Clerk may be assigned to or combined with another office or department of the Town government upon approval of the Mayor and Council. The Town Clerk may be removed from office by the Mayor and Council.

The Mayor may appoint with the advice and consent of Council an officer of the Town who shall have the title Town Treasurer. The Town Treasurer shall be appointed at the first regular Council meeting in March or organizational meeting. The Town Treasurer shall keep a true, accurate and detailed account of all monies received and all monies

paid out by the Town in all its activities and for all its departments, offices and agencies; shall preserve all vouchers and financial records, but under a records disposal program and schedule approved by the Mayor and Council, may periodically destroy such records and vouchers. The Town Treasurer shall make such reports at such time as the Mayor and Council and Town Manager shall direct and which shall keep the Town Government and the public informed of the financial condition of the Town. The Town Treasurer shall have such other duties as may be prescribed by this Charter, by law or by ordinance. The Town Treasurer shall be custodian of all funds of the Town, and shall deposit them on a regular basis in banking institutions located in the Town, as designated by the Mayor and Council. The books, records and accounts of the Town Treasurer shall be open at all times to inspection by the members of the Mayor and Council and the public under such regulations as the Mayor and Council may prescribe. The Town Treasurer may be removed from office by the Mayor and Council.

Except as expressly otherwise provided and subject to the limitations set forth in this Charter, the Mayor shall appoint with the advice and consent of a majority of all members of Council, all members of Boards, Bureaus and Commissions created by this Charter, by law or by ordinance. Members of Boards, Bureaus and Commissions, may be removed from office by the Mayor and Council.

The general municipal election shall be held in the Town Hall or some other suitable building within the Town limits designated by the Mayor and Council on the first Monday in March of each and every year. The Town Secretary shall, at least 15 days before any election or referendum, give notice of such election, together with the officers to be elected thereat, the referenda to be considered and any other matter to be voted on, by posting notices in five (5) or more public places in the Town of Middletown.

Filing for the office of Mayor and Councilperson shall be by letter signed by the candidate and there shall be no party designation on any such letter beside the name of any candidate or on any ballot in any municipal election.

All persons desiring to be candidates at any municipal election shall file with the Town Clerk of the Town of Middletown a written and signed statement of their candidacy at the Town Hall during normal business hours; for Mayor and Councilperson, not later than thirty (30) days before the election. The Town Clerk is authorized to accept a notice of withdrawal signed by the candidate up until twenty (20) days before the election. If a candidate for Mayor is a Councilperson, he/she must resign that office effective the first regular meeting in March and prior to the installation of the new officials, and a notice of withdrawal shall not rescind such resignation.

All municipal elections shall be held by an Election Board consisting of not less than three (3) nor more than five (5) qualified voters, not Councilpersons, appointed by the Mayor, with the advice and consent of four (4) members of Council.

The Election Board shall consist of:

(1) A chairperson, who shall oversee elections generally;

(2) At least one inspector, who shall be responsible for compliance with proper procedures; and

(3) At least one judge who shall be responsible for the determination of the legality of the votes offered.

When the polls have been closed, the Election Board shall publicly count and/or tabulate the ballots, certify the results of the election to each of the persons elected and to the Mayor and Council by giving them "Certificates of Election" and enter the results of the election, by name, office and ballot count, as a minute of such election in a book designated for that purpose.

Every person domiciled in the Town of Middletown who shall have reached the age of eighteen (18) years of age, who is a citizen of the United States and who can prove the foregoing by proper identification, shall be entitled to vote at all regular and special municipal elections and referenda, except as otherwise provided in the Charter. Domicile in any area annexed to the Town by virtue of any action taken under this Charter or The Laws of the State of Delaware shall constitute, for the purpose of this Section, domicile is the Town.

The Council by ordinance duly adopted may provide for the registration of voters and require that a person otherwise qualified to vote must also be properly registered in order to vote in the municipal elections. Any such ordinance providing for registration of voters shall make adequate provision for the preparation and custody of registration books and for the entry therein of the names of registered voters, their qualifications as such, the fact of their voting at each municipal election, and such other matters as may be required by this Charter or The Laws of the State of Delaware. Reasonable opportunity shall be provided for voters to register, and there shall be at least five (5) registration days in each year, the last one of which shall be the day of the election or referendum. Hours of registration shall be determined by ordinance. The ordinance may provide for permanent registration lists.

The Mayor and Council may provide by ordinance for the appeal of anyone who seeks to register as a qualified voter, but who has been denied such registration. The appellate body shall be designated as the Registration Appeal Board and shall consist of three (3) members, not Councilpersons or members of the Election Board, appointed by the Mayor with the advice and consent of three (3) members of Council.

The Mayor and Council may prescribe by ordinance for absentee registration and for the casting of absentee ballots by qualified voters unable to be at the polls at any election or referendum.

The Mayor and Council shall designate the polling places which shall be open from 2 o'clock p.m. to 8 o'clock p.m. on all municipal election and referendum days. The Mayor and Council shall, by ordinance, make all necessary regulations not inconsistent with this Charter or with State laws, for the conduct of elections, for the prevention of fraud in elections, and for the recount of ballots in case of doubt or fraud.

Voting machines shall be used at all municipal elections in which a contest exists and shall be so constructed as to permit the voter to vote for the candidates duly nominated pursuant to the provisions of this Charter or to write in the name of any candidate of his choice for any office. The official ballots provided for municipal elections shall contain the names of all nominees for the office of Mayor, listed alphabetically under a heading reading "CANDIDATES FOR MAYOR --- VOTE

FOR ONLY ONE". The ballots for Councilpersons shall contain the names of all nominees for the office of Councilperson, listed alphabetically under a heading reading "CANDIDATES FOR COUNCIL"; thereunder shall be a designation of the number of Council seats open and an instruction to vote for only that number of nominees for Council; i.e., "2 COUNCIL SEATS --VOTE FOR ONLY 2". A plurality of all votes cast shall make the choice. If a one-year seat is open for election a separate designation shall be made for that one-year term on the ballot.

A failure to hold an election, or the omission to execute any authority conferred by this act, shall not dissolve the corporation, but the authority of each officer shall continue until their successors are chosen. Any qualified voter under this Charter can bring an action in any competent court in the State of Delaware to compel the Mayor and Council to cause such an election to be held, at which election the Mayor and all Members of Council shall be elected; those receiving the highest number of votes receiving the longer terms and those receiving a lesser number of votes receiving the shorter term, until all offices are filled.

In the event an election is not contested, it shall be lawful to open the polls at one o'clock P.M. and close them at two o'clock P.M. The requirement for a voting machine shall be dispensed with in the event the entire election is uncontested.

The Mayor shall recommend a Town Manager for an indefinite term and fix his compensation subject to confirmation and approval of a majority of all members of Council. The Town Manager should be hired on the basis of his executive and administrative qualifications. In the performance of his duties and the exercise of his powers, the Town Manager shall not be influenced by any matters whatsoever of a political or factional nature. He need not be a resident of the Town or state at the time of his appointment, but may reside outside the Town while in office only with the approval of the Mayor and Council.

A. The Town Manager may be removed by the majority vote of the Mayor and Council.

B. Within five (5) days after a copy of the resolution of removal is delivered to the Town Manager, he may file with the Council a written request for a public hearing. This hearing shall be held at a council meeting not earlier than fifteen (15) days nor later than thirty (30) days after the request is filed. The Town Manager may file with the Council a written reply not later than five (5) days before the hearing.

C. The Mayor and Council may adopt a final resolution of removal, which may be made effective immediately, by affirmative vote of the Mayor and Council.

The Town Manager, if suspended without pay, shall receive compensation for the period of suspension if he is not ultimately removed, unless otherwise modified by Contract. The action of the Mayor and Council in suspending or removing the Town Manager shall not be subject to review by any court or agency.

In case of the temporary absence or incapacitation of the Town Manager, the Mayor, with the advice of the Town Manager and consent of a majority of all the Council shall designate some qualified person, who may be an elected or appointed official of the Town of Middletown, to perform the duties of such office during such absence or incapacitation.

During such temporary absence or incapacitation, the Council may revoke such designation by majority vote at any time and appoint another qualified person to serve until the Town Manager shall return or until such disability shall cease. In the case of the permanent absence of a Town Manager, the Mayor and Council shall designate a qualified person to serve until a new Town Manager is hired.

The Town Manager shall be the chief administrative officer of the Town. He shall be responsible to the Mayor and Council of Town of Middletown for the proper administration of the affairs of the Town placed in his charge by or under this Charter. He shall have the following powers and duties:

A. Personnel. The Town Manager shall have the power to make such appointments and to hire employees at such compensations as the Mayor and Council shall determine, subject to such rules and regulations as may be adopted by the Mayor and Council. All employees shall be hired for an indefinite term and may be removed by the Town Manager at any time unless otherwise provided by the Mayor and Council. The Town Manager shall be the sole judge of the competence or incompetence of any such person so appointed or hired by him. However, the Mayor and Council shall sit as a Board of Appeal for the protection of Town employees at those times when a majority of the Mayor and Council are agreed that a review of the action of the Town Manager would be in the best interests of the Town of Middletown. An aggrieved employee of the Town shall have the right to petition for a hearing before such Board of Appeal; provided that the petition is received by the Mayor and Council within ten (10) days of receipt of written notice of termination or suspension. The decision of a majority of the Mayor and Council shall be final and conclusive.

B. The Town Manager shall direct and supervise the administration of all departments, offices and agencies of the Town, except as otherwise provided by this Charter, or by ordinance, resolution or other law.

C. The Town Manager shall attend all Council Meetings and shall have the right to take part in the discussion, but shall not vote.

D. The Town Manager shall see that all laws, ordinances, provisions of this Charter and acts of the Mayor and Council, subject to enforcement by him or by officers subject to his direction and supervision, are faithfully executed.

E. The Town Manager shall prepare and submit the annual operating budget, capital plan and capital budget to the Mayor and Council according to the requirements of this Charter.

F. The Town Manager shall submit to the Mayor and Council and make available to the public a complete report on the financial and administrative activities of the Town as of the end of each fiscal year.

G. The Town Manager shall keep the Mayor and Council fully advised as to the financial condition and future needs of the Town and make such recommendations to the Mayor and Council concerning the affairs of the Town as he deems desirable.

H. The Town Manager shall prepare and submit such reports or special assignments as may be required by the Mayor and Council. He shall perform such other duties as may be prescribed by this Charter or required of him by Ordinance or Resolution of the Mayor and Council.

A. There shall be a Police Department which, if an agency of the Town, shall be directed and supervised by a police officer of the Town who shall have the title of Chief of Police. The Mayor and Council shall, from time to time, make such rules and regulations as may be necessary for the organization, government and control of the Police Department. The Police Department shall preserve peace and order and shall compel obedience within the Town limits to the Ordinances of the Town and the laws of the State of Delaware. The Police Department shall have such other duties as the Mayor and Council shall, from time to time, prescribe. The Chief of Police and the members of the Police Department, if the Department be an agency of the Town, shall be subject to the direction of the Town Manager, acting on behalf of the Mayor and Council.

B. Each member of the Police Department shall be vested, within the Town limits and within one (1) mile outside the Town limits, with all powers and authority of a constable of New Castle County, and may carry firearms, and in the case of pursuit of an offender, their power and authority shall extend to any part of the State of Delaware.

C. In lieu of a Police Department operated by the Town, the Mayor and Council may contract for said services.

The Mayor and Council may establish Town departments, offices or agencies in addition to those created by this Charter, and may prescribe the functions of all departments, offices or agencies; provided however, that the number of departments, offices or agencies shall not be excessive, and each of which shall be headed by or under the direction of the Town Manager or a single person appointed by the Town Manager; provided however, that special offices, commissions, committees and boards appointed or selected by the Mayor, with the advice and consent of the Council may not be included in the above-referenced limitation or under the direction of the Town Manager.

All contracts for the purchase of materials or for the furnishing of services authorized or permitted by this Charter shall be accomplished by competitive bidding, if required by ordinance.

A. The administrative policies of the Town of Middletown shall be prepared by the Town Manager and shall be adopted by the Mayor and Council by ordinance.

However, all appointments and promotions of Town employees under the direction of the Town Manager shall be made solely on the basis of merit and fitness for the position concerned.

B. The Mayor and Council shall establish, by ordinance, a code of ethics which shall apply to all employees and officials of the Town including, but not limited to, appointed, elected, part-time, full-time employees and officials and members of Boards, committees and commissions.

The Mayor, with the advice and consent of a majority of all members of Council, shall appoint a Planning Commission consistent with town zoning code requirements. Appointments shall be made at the first Council meeting in March. All appointments shall be for terms of three years. Appointments during the transition period shall be fixed by ordinance, but terms shall not exceed three years. The compensation of the Planning Commission, if any, shall be determined by the Mayor and Council. They shall receive reimbursement for actual and necessary expenses incurred in traveling on official business approved by the Mayor and Council.

The powers, duties and scope of activities of the Planning Commission shall be determined by ordinance. The Commission shall advise the Mayor and Council on zoning and land subdivision matters, on the comprehensive development plan, a flood plain regulation, on the official map of the Town, and on such other matters as shall be contained in said ordinance.

The Planning Commission shall elect annually, from among its members, a Chairperson and Secretary. The Commission shall have no authority to employ persons, disburse monies, make contracts, or to exercise administrative authority in any manner whatsoever, but all such employees engaged in planning matters, and all disbursements, contracts and administrative duties shall be under the direct supervision of the Town Manager.

A. Development. The Mayor and Council shall adopt, and may from time to time modify, a comprehensive development plan setting forth in graphic and textual form policies to govern the future physical development of the Town. Such plan may cover the entire Town and all of its functions and services or may consist of a combination of plans governing specific functions and services or specific geographic areas. Such comprehensive development plan shall show, among other things, existing and proposed public ways, streets, bridges, tunnels, viaducts, parks, parkways, playgrounds, sites for public buildings and structures, pierhead and bulkhead lines, waterways, routes of railroads and buses, locations of sewers, water mains, and other public utilities, and other appurtenances of such a plan including certain private ways. Such plan shall be adopted and have the effect as set out herein.

B. Adoption of the Development Plan. Upon receipt from the Town Manager of the proposed comprehensive plan, portions thereof, or proposed modifications thereto, the Mayor and Council shall refer such proposal to the Planning Commission, which shall, within a time specified by the Mayor and Council, report its recommendations thereon. After receipt of the recommendations of the Planning Commission, the Mayor and Council shall hold a public hearing on the proposed comprehensive plan or modification thereof, and may thereafter adopt it by ordinance with or without amendment. The comprehensive development plan shall serve as a guide to all future action of the Mayor and Council concerning land use and development regulations, urban renewal programs, and expenditures for capital improvements.

C. Implementation of the Development Plan. The Mayor and Council may, by ordinance adopt land use and development regulations including, but not limited to zoning and subdivision regulations. The Mayor and Council may, by ordinance, provide for redevelopment, rehabilitation, conservation and renewal programs for the alleviation or prevention of slums, obsolescence, blight, or other conditions of deterioration, and the achievement of the most appropriate use of land.

Before acting on any proposed ordinance concerning land use and development regulations, urban renewal, or expenditures for capital improvements, where such ordinance refers to a matter covered by the comprehensive development plan or the official map, the Mayor and Council shall refer the proposal to the Planning Commission, which shall, within a time specified by the Mayor and Council and prior to the public hearing on the proposed ordinance, report its recommendations thereon. Upon adopting any such ordinance, the Mayor and Council shall make findings and report on the relationship between the ordinance and the comprehensive plan, and in the event that the ordinance does not accord with the comprehensive plan, the plan shall be deemed to be amended in accordance with such findings and report.

A. Adoption of Official Map. The Mayor and Council shall have the authority to adopt an official map showing the public ways and parks within the Town as therefore laid out and established by law and the private ways then existing and used in common by more than two owners. Such official map is hereby declared to be established to conserve and promote the public health, safety and general welfare. Upon the adoption of such an official map, and upon any change therein or addition thereto made, as hereinafter provided, the Town Secretary shall forthwith file with the Recorder of Deeds in and for New Castle County a certificate of such action and a copy of such official map as adopted or as changed or added to.

B. Changes in Official Map. The Mayor and Council may, whenever and as often as it may deem it for the public interest, change or add to such official map so as to place thereon lines and notations showing existing or proposed locations not theretofore mapped of new or widened public ways and new or enlarged parks and proposed discontinuances in whole or in part of existing or mapped public ways and parks. No such change or addition shall become effective until after a public hearing in relation thereto before the Mayor and Council, at which parties in interest shall have an opportunity to be heard. At least ten days' notice of such a public hearing shall be given by advertisement in a newspaper of general circulation in the Town.

After the Mayor and Council has adopted an official map as herein provided, no public way shall be laid out, altered, relocated or discontinued if such laying out, alteration, relocation or discontinuance is not in accordance with such official map as it then appears. After such adoption, no person shall open a way for public use, except as provided under this Charter, unless the location of such way is in accordance with the official map as it then appears, and the grading, surfacing and draining of such way have been approved by the Mayor and Council or the Town Manager.

Upon final action by the proper authorities in laying out, altering or relocating a proper way, or in the discontinuing the whole or any part thereof, or in establishing or enlarging a public park or closing thereof in whole or in part, the lines and notations showing such improvement, discontinuance or closing as so established or effected shall, without further action by the Mayor and Council, be made a part of the official map.

C. Enforcement of Official Map. Officers and employees of the Town may, so far as they deem it necessary in carrying out the provisions of the preceding Section, enter upon any lands and there make examinations and surveys, and place and maintain monuments and marks.

The Mayor and Council may petition the Court of Chancery for the State of Delaware to enforce any of the provisions of the preceding two Sections, and any ordinance made thereunder, by restraining by injunction violations thereof.

The provisions of the preceding three Sections shall not be construed to authorize the taking of land nor the authorization of the Town to lay out or construct any way which may be indicated on any plan or plot until such way has been laid out as a public way in the manner prescribed by law; nor shall any of the provisions of the preceding three Sections be construed to render the Town liable for damages except as may be sustained by reason of changes in the official map.

Any Town officer or employee who has a substantial financial interest, direct or indirect or by reason of ownership of stock in any corporation in any contract with the Town or in the sale of any land, material, supplies or services to the Town or to a contractor supplying the Town shall make known that interest and shall refrain from voting upon or otherwise participating in his capacity as a Town officer or employee in making of such sale or in the making or performance of such contract. Any Town officer or employee who willfully conceals such a substantial financial interest or willfully violates the requirements of this section shall be guilty of malfeasance in office or position and shall forfeit his office or position. Violation of this section with the knowledge express or implied of the person or corporation contracting with or making a sale to the Town shall render the contract or sale voidable by the Town Manager or the Mayor and Council.

No action, suit or proceeding shall be brought or maintained against the Town of Middletown for damages, either compensatory or punitive, on account of any physical injury or injuries, death or injury to property by reason of negligence, simple, gross, or willful or wanton of the said Town of Middletown, or any of its departments, officers, agents, servants or employees unless the person by or on behalf of whom such claim or demand is asserted, within one (1) year from the happening of said injury or the suffering of such damages shall notify the Town of Middletown in writing of the time, place, cause, circumstances of the occurrence, character and extent of the injury sustained or damages suffered, name and residence of person or persons on whose behalf the claim is made, names of witnesses to the occurrence, and that the person on whose behalf the claim is made will claim damages therefor from the Town. Such notice shall be directed to the Mayor of the Town of Middletown by certified mail with return receipt requested and postage prepaid.

Every member of the Mayor and Council, and such other officers or employees as Council may by ordinance require, shall, before entering upon the duties of their office, take and subscribe to the following oath or affirmation, to be filed and kept in the office of the Town Clerk:

"I do solemnly swear (or affirm) that I will support the Constitution of the United States, and the Constitution of the State of Delaware, that I will uphold the Charter and ordinances of Town of Middletown, and that I will faithfully discharge the duties of the office of ________ according to the best of may ability,"

The oath of office shall be administered by an officer of the court.

The Mayor and Council may, by ordinance, propose an amendment to this Charter. Any charter amendment must have the approval of the General Assembly of the State of Delaware before it shall be adopted.

A. No person shall be appointed to or removed from, or in any way favored or discriminated against with respect to any Town position or appointive Town administrative office because of sex, age, race or political or religious opinions or affiliations.

B. No person shall willfully make any false statement, certificate, mark, rating or report in regard to any test, certification or appointment under the personnel provisions of this Charter, or the regulations made thereunder, or in any manner commit or attempt to commit any fraud preventing the impartial execution of such provisions and regulations.

C. No person who seeks appointment or promotion with respect to any Town position or appointive Town administrative office shall directly or indirectly give, render or pay any money, service or other valuable thing to any person for, or in connection with, his test, appointment, proposed appointment, promotion or proposed promotion.

D. No officer or employee of the Town, whether elected or appointed, shall promise an appointment to any Town position as a reward for any political activity.

E. Any person who, by himself or with others, willfully violates any of the provisions of this Section shall be guilty of a misdemeanor and, upon conviction thereof, shall be punishable by a fine of not more than three hundred ($300) dollars, or by imprisonment for not more than thirty (30) days, or by both such fine and imprisonment, and shall further be ineligible for a period of five years thereafter, to hold any Town office or position, and if an officer or employee of the Town, shall immediately forfeit his office or position.

The Town of Middletown shall bear the cost of fees paid to the Town Solicitor and/or other retained counsel for the representation or defense of any Town official, employee, including the Mayor and Council, the Town Manager, committee members, advisory board members and all other employees, with respect to any claim or cause of action arising out of or related to the performance by said official or employee of his public duties, provided that such activities:

(1) were done in good faith; and

(3) were within the scope of authority of the person so acting; and

4. were within the course of employment of the person so acting; and
5. were not willful, malicious or wanton, as determined by the Town Solicitor, subject to the approval of the Mayor and Council.

If a Town department, office or agency is abolished by this Charter, the powers and duties given it by law shall be transferred to the Town department, office or agency designated in this Charter, or if said Charter makes no provision, then as designated by the Council. All rights, claims, actions, orders, contracts and legal or administrative proceedings shall continue, except as modified pursuant to the provisions of this Charter, and in each case, shall be maintained, carried on, or dealt with by the Town department, office or agency appropriate under this Charter and Charter amendments.

If any provision of this Charter and Charter amendments, or the application thereof to any person or circumstance is held invalid, such invalidity shall not affect any provisions or applications of this Charter which can be given effect without the invalid provisions or applications, and to this end, the provisions of this Charter are declared to be severable.

All ordinances, resolutions, orders, rules or regulations in force in the Town of Middletown, made or enacted by the Mayor and Council of Town of Middletown at the time this Charter takes effect, regardless of the authority under which originally enacted, shall continue in full force and effect until the Mayor and Council otherwise provide by ordinance, resolution, order, rule or regulation whichever may be appropriate, notwithstanding any change in organization effected by this Charter.

All acts and doings of the "Mayor and Council of Town of Middletown", or any officer of said Town, lawfully performed under the provisions of any Law of this State, or any ordinance of said Town are hereby ratified and confirmed and continue in force. All debts, fines, penalties or forfeitures due said Town, and all debts due from said Town to any person or persons or to any corporation are declared to be unaffected and unimpaired, and all the Laws of this State for the collection and enforcement of taxes in said Town, heretofore assessed and uncollected shall continue in full force until the same shall be lawfully paid.

All persons holding any non-elective office or employment with the Mayor and Council of Town of Middletown at the time this Charter takes effect shall continue in such office or employment and shall draw the same rate of compensation as during the month preceding the adoption of this Charter until removed or until the compensation is changed.

This Act shall operate to amend, revise and consolidate Chapter 128, Volume 33, Laws of Delaware, and the several amendments and supplements thereto, and to repeal such parts thereof only as may be inconsistent herewith. The Act shall be deemed to be a public Act and the parts hereof shall be severable and, in the event any part or section hereof shall be held unconstitutional, such holding shall not in any way invalidate the remaining provisions of this Act.