Town Code & Ordinances Ordinance — 2023-11-06

Exactly as extracted, unformatted — for checking against the original. The readable version is easier to read.

oRDINAIICE NO. 24-01
Introduced by: Thomas B. Wil[s, Jr.; Commissioner
Af[ ORDINANCE OF THE COMMTSSIONERS OF QUEENSTOWT\
APPROVING AI\D ADOPTING A DEVELOPMENT RIGHTS AI\D
RBSPONSIBILITIES AGREEMENT BY A]\[D BETWEEN THE TOWN
coMMrssroNERs oF QUEENSTOWI\ AND WATERMAN FAMILY
LIMITED PARTNERSIIIP, PURSUAI\T TO THE QUEENSTOWI\ TOWI\
CODE
WHEREAS, under the authority granted to it by Md. Code Ann., Land Use $ 7-302, the
Commissioners of Queenstown (the "Commissioners") adopted Ordinance No. 07-02, which
enables the Commissioners to consider and enter into development rights and responsibilities
agreements;
WHEREAS, on Novembff 6, 2023, Waterman Family Limited Partnership ("WFLP")
petition the Commissioners to enter into a development rights and responsibilities agreement (the
"DRRA") regarding the development of certain real property in Queenstown, Queen Anne's
County Maryland designated as parcels 35, 36,48,229, and 141 of Queen Anne's County Tax Map
59A consisting of 145.135 acres, more or less (the "Petition");
WHEREAS, the Commissioners reviewed the proposed DRRA at a regular meeting on
Novernber 15, 2023;
WHEREAS, on December 6,2023, and January 10,2024, the Queenstown Planning
Commission considered the DRRA and found it consistent with the Queenstown Comprehensive
Plan and recommended approval of the DRRA;
WHEREAS, on January 31, 2024, the Commissioners conducted a public hearing on this
Ordinance and the attached DRRA; and
WHEREAS, the Commissioners find that the DRRA as affached hereto, complies with
Ordinance No. 07 -02 and is consistent with the Queenstown Comprehensive Plan.
NOW THEREFORE, BE IT ENACTED AND ORDAINED BY THE COMMISSIONERS
oF QUEENSTOWN, AS FOLLOWS:
Section 1.. The DRRA attached hereto as Exhibit A is hereby adopted and approved,
and the DRRA shall be promptly executed by the Commissioners and WFLP
Section 2. If any section, subsection, sentence, clause or phrase of this Ordinance is,
for any reason, held to be unconstitutional, such decision shall not affect the validity of the
rernaining portions of this Ordinance. The Town Commissioners of Queenstown hereby declare
that they would have passed this Ordinance, and each section, subsection, clause or phrase thereof

n
irrespective of the fact that any one or more sections, subsections, sentences, clauses and phrases
be declared unconstitutional.
ORDAINED, APPROVED, AND PASSED by the Town Commissioners for the Town of
this 2yt of S.r\V
Queenstown on day , 2024.
WITNESS: TOWN COMMISSIONERS FOR THE
TOWN OF QUEENSTOWN:
qbsen -
- \-
Aaron Horney, Town Clerk-Treasurer Alton Hardee, President
B. Willi
orney, Town Cl
^

Tax Map 59A
Tasc Account No: 1805019338,
I 80501 9516, I 805020808, and
I 80501 9524
DEVELOPMENT RIGHTS AND RESPONSIBILITIES AGREEMENT
THIS DEVELOPMENT RIGHTS AND RESPONSIBILITIES AGREEMENT (this
o'Agreement"),
made as of the 31st day of July, 2024, by and between WATERMANI FAMILY
LIMITED PARTNERSHIR a Maryland limited partnership ("WFLP") and TOWN
COMMISSIONERS OF QUEENSTOWN, a body corporate and politic of the State of Maryland
("Town"). WFLP and the Town are hereinafter referred to collectively as the "Parties".
RECITALS
A.
WFLP owns certain real property in Queenstown, Queen Anne's County Maryland,
designated as Parcels 35,36, 48,229 and 141 of Queen Anne's County Tax Map 59A consisting
of 145.135 acres, more or less, as shown and described on the plat attached as Exhibit A and more
particularly described by the legal description attached hereto as Exhibit ("Property").
B.
The Property was annexed by the Town on September 24, 2014, by adoption of
Annexation Resolution No. 14-01 and is subject to an Annexation Agreement between the Town
and WFLP dated September 24,2014 and recorded among the Land Records of Queen Anne's
County, Maryland in Liber 2348, folio 056 ("Annexation Agreement").
C.
The Town adopted Ordinance No. 14-03 on September 24, 201{ to amend the
Official Zorung Map of the Town to include the Property, and (iv) zone the Property PRC -
("Zoning Amendment Ordinance"). The Properfy zoned PRC by said ordinance are depicted by
Exhibit A.
D.
On December 14, 2016, the Town adopted Ordinance No. 16-04 to locate 59.70
acres of Intensely Developed Area growth allocation existing under State and local Chesapeake
Bay Critical Area progfttm to a portion of the Property, which area is depicted by Exhibit C
("Growth Allocation Plan").
E.
Upon request of WFLP and the Town, on September 8,2020, the Queen Anne's
County Commissioners approved map and text amendments to the County Comprehensive Water
and Sewerage Plan to upgrade the water and sewer planning status of the Site to S-2lW-2 and to
designate the Property for service by a wastewater treatment plant, which amendments were
approved by the Maryland Deparlrnent of the Environment on or about Decemb er 17 , 2020.
F,N4L.072424

F.
The Town adopted Ordinance No. 2l-01on March24,202l, approving the Planned
Development Master Plan for the Property submitted by WFPL which is depicted on Exhibit D
(Master PIan).
G.
These annexation, zoning, Critical Area growth allocation and planning actions,
along with this Agreement, are intended by the Parties to support and facilitate the development of
a mixed- use commercial and residential community on the Site ("Project").
H.
Development of the Project is consistent with the long-range planning of the Town
and Queen Anne's County.
I. The Queenstown 2017 Community Plan, as revise on October 23,2019
("Comprehensive Plan") continues this support for the Project by stating:
SECTION 2: LAI\ID USE PLAI\I
Planned Re gional Commercial
The Planned Regional Commercial land use area is intended for development of master-
planned mixed-use development projects including a wide range of commercial and retail
trades and uses, as well as offices, business and personal senrices that will serve local and
regional commercial markets. PRC may include residential uses that are appropriately
integrated into the overall design.
SECTION 4: MIJMCIPAL GROWTH
Infill and Redevelopment
. . ..Nonresidential development capacity is more than sufficient to meet the needs
of futue population. The Waterman Family Limited Parfrrership (Watennan properry)
properly is expected to develop as a mix of retail and office, and residential uses.
SECTION 8: IMPLEMENTATION
PRC Planned Regional Commercial Floating Zone - The PRC floating zone is
intended to regulate large-scale mixed-use development projects including a wide range of
commercial and retail trades and uses, as well as offices, business and personal senrice,
and residential uses. The standards for this district insure appropriate transitions to adjacent
residential neighborhoods and safety. They allow for new commercial and mixed-use
development that is compatible with and contributes to the character of the Town. The PRC
floating zone was applied to the Waterman property in 2015.
J.
Under Land UseArticle, $ 7-301 et seq., of the Annotated Code of Maryland, the
Town ffi&y, by ordinance, establish procedures and requirements for the consideration and
execution of Development Rights and Responsibilities Agreements.
K.
The Town adopted Ordinance No. 07-02 on February 13,2007 ("Town Enabling
Ordinance") authonzing and governing Development Rights and Responsibilities Agreements for
property within the Town limits, which ordinance is the source of authority for this Agreement.
FrNAL.072424

L. This Agreement is intended to constitute a Development Rights and
Responsibilities Agreement as provided for by the Town Enabling Ordinance pursuant to which
the Town, by and through the Town Commissioners and on behalf of all agencies and governmental
authorities within and part of the govemment of the Town (acting as Public Principle in accordance
with the Town Enabling Ordinance), and WFLP, legal and equitable owner of the Property,
memorialize certain rights and obligations related to development of the Project during the Term
hereof.
M.
Both the Town and WFLP specifically recognize that the principul p,r.pose of this
Agleement is to bind WFLP to acquire utility capaciry construct infrastructure and systems
reasonably necessary to serve and accommodate development of the Project and to maintain and
operate the same, unless and trntil such improvements are dedicated to and accepted by the Town;
in consideration of and upon reliance that the Town will not, dr:ring the Term of this Agreement,
change the rules and regulations pertaining to the development of Property from those in effect
when this Agreement is executed except as mutually agreed upon by the Parties in the exercise of
their sole and absolute discretion or as provided herein, and furthermore the Town will reserve
utility capacity as provided for herein.
N.
The names of all parties having an equitable or legal interest in the Property,
including lien holders, are set forth in the title certification, attached hereto as Exhibit E.
O.
On or about November 15, 2023, WFLP petitioned the Town to enter into this
Agreement.
P. In satisfaction of the requirements of the Town Enabling Ordinance, the Town
Planning Commission on December 6, 2023 and January 10,2024 considered the Agreement and
on that date issued a recommendation that the Agreement is consistent with the Queenstown
Comprehensive Plan. The recommendation by the Town Planning Commission is attached hereto
as Exhibit F.
a. On January 3t,2024, the Town Commissioners held a duly advertised public
hearing on this Agreement in accordance with applicable laws, and approved this Agreement on
JuIy 24,2024 by Ordinance No. 24-01, which is attached hereto as Exhibit G.
NOW, THEREFORE, in consideration of the foregoing recitals, which are not merely
prefatory but are hereby incorporated into and made a part of this Agreement, and the mutual
covenants and agrcements as set forth below, and for other good and valuable consideration, the
receipt and sufficiency of which the Parties hereby acknowledge, WFLP and the Town hereby
agree as follows:
Section L. Definitions.
Unless otherwise defined in this Agrcement, the following terms and phrases used in this
Agreement, shall have the meanings set forth in this Section.
I.l
"Agreement" means this Development Rights and Responsibilities Agreement,
including any amendments as provided in Section 3.6.
3
FtNAL.072424

1.2
"Building and Improvement Standards" means the generally applicable codes,
regulations and standards of the Town and any applicable State and federal regulations for the
construction and installation of buildings, structures, facilities and associated improvements
including, without limitation, Town's building code, plumbing code, electrical code, mechanical
code, fire code and public utilities codes and standards. Such term includes Town-specific
amendments to general forms produced by code orgarrrzations like the International Code Corurcil
and the National Fire Protection Association. Any such local amendments that regulate or limit
the natrue, typ€, density, height or intensity of development, open space, impervious surfaces or
setback requirements or other matters governed by the Town zoning ordinance, subdivision
regulations or Critical Area program on the Effective Date shall be considered subsequent Land
Use Regulations and may be applicable as provided herein.
1.3
"Conflicting Subsequent Land Use Regulation" means any Subsequent Land
Use Regulation which materially limits the rate, timing or sequencing of development of the
Property or otherwise materially conflicts with the Existing Land Use Regulations.
1.4
"Development Approval" means final governmental approval of Subdivision Plat
and Site Plan(s) for each respective phase of the Master Plan has been obtained and all conditions
of said approval of the phase has been satisfied, ffid all applicable appeal periods have expired
without the filing of any appeal, or if an appeal(s) was filed, the appeal has been defeated beyond
the possibility or existence of further appeal of any kind.
1.5
"Effective Date" means the date on which this Agreement becomes effective,
which shall occur as specified by Section 3.4.
1.6
"Existing Land Use Regulations" means Land Use Regulations in effect on the
Effective Date in which rights are intended to be vested under this Agreement. The Existing Land
Use Regulations are identified below, attached hereto as exhibits for futue reference and
incorporated herein. The Existing Land Use Regulations include the following:
a.
Comprehensive Plan, as amended by and up to the Effective Date (Exhibit H(l));
b.
Zonrng Ordinance, as amended by and up to the Effective Date (Exhibit H(2));
c.
Subdivision regulations, as amended by and up to the Effective Date (Exhibit H(3));
d.
Critical Area Program, as amended by and up to the Effective Date (Exhibit H(a));
e.
Stormwater Management Ordinance, as amended by and up to the Effective Date
(Exhibit H(5)); and
f.
Water and Sewer Ordinance, as amended by and up to the Effective Date (Exhibit
H(6)); and
g.
Architectural & Site Design Guidelines & Standards Wheatlands at Queenstown
Planned Development Version l-18-2021 approved by the Planning Commission, as may be
amended from time to time
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I.7
"Land Records" means the Land Records of Queen Anne's County, Maryland.
1.8 "Land Use Regulations" means all ordinances, resolutions, codes, rules,
regulations and policies of the Town goveming the development and use of land, including the
permitted use of land; the density or intensity of use; zoning; subdivision regulations; the
ma><imum height and size of proposed buildings; architecture and design standards; growth
management (i.e., growth rate controls including regulations or limitations regarding the rate, time
or sequence of development); impact fees; development exactions; water; sewer; stormwater
management; environmental protection; adequate public facilities; land planning and design.
Except as provided in Section 1.2, "Larrd Use Regulations" shall not include Building and
Improvement Standards.
1.9 "Master Plan" means the plan approved for the Property by the Planning
Commission and Town in accordance with Anicle IV Part II, Section 25 and 26 of the Queenstown
Zoning Ordinance, "Planned Regional Commercial Floating Zone" and "Procedures for Planned
Development Approval" respectively as described in Ordinance No. 2l-01 (Exhibit D). The
Master Plan includes the Architectural & Site Design Guidelines & Standards Wheatlands at
Queenstown Planned Development Version l-18-2021 approved by the Planning Commission,
and maintained in the Town files.
10 "Mortgage" means any mortgage or deed of trust granted by an owner
1 .
encumbering real property, or any other security interest therein existing by virtue of any other
form of security instrument or €urangement used from time to time (including any such other form
of security arrangement arising under any deed of trust, sale and leaseback documents, lease and
leaseback documents, security deed or conditional deed, or any financing statement, security
agreement or other documentation used pursuant to the provisions of the Uniform Commercial
Code or any successor or similar statute); provided that such mortgage, deed of trust or other form
of security instrument, and any instrument evidencing any such other form of security
arrangement, has been recorded among the Land Records.
1.11 "Mortgagee" means amortgagee of aMortgage, abeneficiary rmder adeed of tnrst
or any other secured lender, and their successors and assigns.
l.l2 "Phase" means any discrete portion of the Project, including residential,
cornmercial, or mixed-use neighborhoods, for which specific Master Plan and/or subdivision or
site plan approval is sought.
l.l2
"Planning Commission" means the Planning Commission for the Town.
13
"Property" has the meaning stated in Section 3.2.
1 .
1.14 "Public Works Agreement" means an agreement between the Town and WFLP
that details the infrastructure improvements to be made by WFLP, the cost thereof as well as which
improvements will be dedicated to the Town upon completion ("PWA"). The PWA may also detail
utility commitments and cost thereof, responsibility for acquisition of right of way, and other
matters concerning infrastructure construction.
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.15
1 "Site" has the meaning stated in Recital A.
1.16 "Subsequent Development Approvals" means all Development Approvals
required subsequent to the Effective Date in connection with development of the Property.
l.l7
"Subsequent Land Use Regulation" means any Land Use Regulation adopted
after the Effective Date.
1.18 "Town" means the Town Commissioners of Queenstown, Maryland, a body
corporate and politic of the State of Maryland.
1.19 "Town Code" means the Charter and Code of Queenstown, Maryland and any other
laws of Town including its ordinances, regulations, resolutions, policies or any other provision
having the force and effect of law which are in effect on the Effective Date.
1.20 "Town Enabling Ordinance" means Town Ordinance No. 07 -02 authorizing the
Town to enter into Development Rights and Responsibilities Agreements.
Section 2. Exhibits
The follo*ing exhibits are attached hereto and incorporated herein by reference:
A.
Plat Depicting Property;
B.
Legal Description of Property;
C.
Growth Allocation Plan;
D.
Master Plan;
E.
Certification the Petitioner is the legal owner of the Properfy;
F.
Town Planning Commission Resolution;
G.
Town Commissioners Ordinancet
H.
Existing Land Use Regulations;
(1)
Town Comprehensive Plan;
(2)
Queenstown Town Code
a. Chapter 14. Water and Sewer.
b. Chapter 20. Development Rights and Responsibilities Agreement
c. Chapter 22. Road Design Standards.
d. Chapter 23. Zoung.
e. Chapter 24. Subdivision Regulations.
f.
Chapter 25. Stormwater Management.
g. Chapter 26. Forest Conservation.
I.
Estoppel Certificate Form;
J.
Required Development Approvals.
.
K-l Deed of Dedication - Conservation Area.
K-2.
Deed of Access Easement - Conservation Area.
L-l
Plat Depicting Town Maintenance Parcel.
L-2
Plat Depicting Town Storage Parcel.
.
M- 1 Town Maintenance Parcel Deed.
}d-2
Town Storage Parcel Deed.
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Section 3. General Provisions
3.1.
Parties. The Parties to thisAgreement are the Town, UIFLP, and their respective
successors and assigns.
3.2.
Propertv. The property subject to this Agreement is identified in the tax records of
QueenAnne's County as Parcels 35, 36,48,229, and 141 of Tax Map 59 and is more specifically
depicted on Exhibit A, which is incorporated by reference as a part hereof.
3.3.
Term. Except for those provisions of this Agreement that specifically provide for
a longer duration, the "Term" of this Agreement shall commence on the Effective Date and shall
terminate on the twenty-fifth (25th) anniversary of the Effective Date, unless that Term is extended
by an amendment to this Agreement complying with all procedures required in this Agreement,
the Town Enabling Ordinance and Maryland law or unless terminated by agreement of the Parties.
3.4. Approval and Effective Date. This Agreement shall become effective when
executed by both parties following its approval by the Town in accordance with the Town Enabling
Ordinance.
3.5.
Nature of Aereement Suwival" and Transfer of Obligations. This Agreement shall
run with the land and be binding upon and inure to the benefit of WFLP and its successors and
assigns and any and all successor owners of record of all or any portion of the Property. Town
agrees that all vested rights created hereunder, and all obligations assumed by the Town hereunder
shall be binding on it, its agencies, employees, governmental units, the Planning Commission and
its and their respective successors and assigns.
3.6.
Amendments. The Parties to this Agreement may amend the Agreement by mutual
consent after Town holds a public hearing and complies with all applicable laws of the Town
Enabling Ordinance concerning amendment of a Development Rights and Responsibilities
Agreement. All amendments to this Agreement shall be in writing and shall be executed by Town
and WFLP. Unless the Planning Commission determines whether the proposed amendment is
consistent with the Town's Comprehensive Plan, the Parties may not amend or terminate this
Agreement, and Town may not suspend or terminate the Agreement. Any amendment shall be
recorded in the Land Records within twenty (20) days after the Town's adoption of the approving
resolution at the expense of WFLP.
.
3.7 Assignment of Development Rights. WFLP shall have the right to make one or
more assignments of the rights to develop the Properry as described in Section 4 of this Agreement
subject to notice to the Town that identifies with reasonable specificity the scope of the rights
assigned to the parcel of land that is the subject of the assignment. Where security or sr:rety has
been given to the Town by WFLP to secure the performance of any Development Approval, the
Town shall have the right to require appropriate security or surety from the assignee(s). Each
assignment under this Section shall apply to and correspond with one or more legal lots, and there
shall be no assignment of less than all of the development rights applicable to an individual lot.
FtNAL.072424

Nothing in this Section prohibits WFLP from conveying or assigning the rights, title or interest in
single lots after final subdivision approval to one or more person.
3.8
This Section 3 constitutes, in part, a description of the conditions, terms, restrictions
and requirements determined by the Town Commissioners to be necessary to ensure the public
health, safety and welfare.
4.
Applicable Development Regulations and Vesting.
4.1.
Development Rishts. Limitations and Requirements. During the Term, WFLP shall
have vested rights to the maximum extent allowed under State law to develop the Properry in
accordance with the Existing Land Use Regulations. During the Term, the Town Land Use
Regulations applicable to and governing development of the Property (including the permissible
uses of the Property and the development requirements for the Property, such as density or intensity
of use, setbacks, marimum building height and size of structwes, architectural design, lighting,
parking, and provisions for protection of sensitive areas and reservation and dedication of land for
public purposes) shall be the Existing Land Use Regulations, together with only amendments and
additions adopted pursuant to the Reservations of Authority provided in Section 4.9,
notwithstanding any future action of Town, whether by ordinance, resolution, or otherwise.
4.2.
Development Approvals. Permits and Fees. WFLP shall comply with all federal,
Maryland and local laws existing on the Effective Date and shall comply with all applicable
subsequently adopted or ztmended federal and Maryland law. WFLP shall comply with all
requirements of Town law applicable to the development of the Property to the extent that those
requirements do not conflict irreconcilably with rights under Section 4.1 of the Agreement, and in
the event of such conflict, the requirements of Town law in effect as of the Effective Date shall
govern. Subject to the vested rights established by this Agreement, all sections or phases of the
Project shall be required to obtain all applicable Development Approvals and shall comply with
all Town Building and Improvement Standards and all applicable Land Use Regulations.
4.3.
Applicabilitv of Fees Durins Term. Except as otherwise expressly provided herein
this Agreement, WFLP shall be subject to all fees, taxes and charges established and required by
the Town on the Eflective Date and shall pay such fees when and at the rate in effect at the time
the fee is due. Nothing in this Agreement shall be construed as a waiver or reduction of any such
fee, unless otherwise provided for herein.
4.4.
Public Health. Safetv and Welfare. The Town has determined that development of
the Project in accordance with the Existing Land Use Regulations and the terms and provisions of
this Agreement will ensure that the public health, safety and welfare of the citizens of the Town
are protected.
4.5.
Common Law Vesting. Notwithstanding the Reservations of Authority of Section
4.9 or any other provision herein to the contrary, this Agreement is supplemental to, and shall not
abrogate or limit any rights that may vest under Maryland law. No changes in the Town law that
take effect after the Effective Date may be applied in a manner that divests WFLP of rights that
have vested under Maryland law regarding the use of, construction on, or improvements to land.
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4.6.
Riehts under Administrative Appeal. Nothing in this Section 4 afflects the right or
requirement for any administrative appeal of a denial of any Subsequent Development Approval,
and any appeal of Subsequent Development Approval wilt be governed by the administrative
process set forth in the Town Chaner, Code and Land Use Regulations, including the right of
appeal to the Town Board of Appeals. In an administrative appeal of any denial of a Subsequent
Development Approval, WFLP shall have the right to claim that the denial would deprive WFLP
of its rights under Section 4 of this Agreement.
4.7.
Exactions. Mitigation Measures. Conditions. Reservations and Dedications. All
Town exactions, mitigation measures, conditions, reservations and dedications of land for public
purposes that are applicable to development of the Properfy are either set forth in this Agreement
or shall be applied under Existing Land Use Regulations except to the extent that futtue authority
is reserved by Section 4.8.
4.8.
Moratoria. This Agreement contemplates and provides for the development of the
Property and during the Term hereof no ordinance, resolution or regulation imposing a
moratorium, prohibition, limitation, restriction and/or phasing upon the rate, timing or sequencing
of the review, approval, recording, development or construction of land otherwise affecting the
Properly or any portion(s) thereof shall apply to or govern the development of the Property,
whether afflecting subdivision plats, site plans, building permits, occupancy permits or other
approvals issued or granted by Town, except as may be adopted pursuant to Section 4.9. In the
event of any future moratorium, ordinance, resolution, rule or regulation, unless adopted by the
Town as provided by Section 4.9, WFLP shall continue to be entitled to apply for and receive
approvals as contemplated by this Agreement and in accordance with the Land Use Regulations
applicable to the Property pursuant to this Section 4.
4.9. Future Regulation of Development by Town: Reservations of Authoritv.
Notwithstanding anything to the contrary herein, and in addition to the Existing Land Use
Regulations, the following Subsequent Land Use Regulations shall apply to and govern the
development of the Properly during the Term:
(a)
Non-Conflicting Subsequent Land Use Regulations. Subsequent Land Use
Regulations that are not in conflict with and are not more stringent than Existing Development
Approvals or Existing Land Use Regulations;
(b)
Conflicting Subsequent Land Use Regulations. Conflicting Subsequent
Land Use Regulations, provided that WFLP has given the Town specific written consent to the
application of such Conflicting Subsequent Land Use Regulations to development of the Property;
(c)
State and Federal Laws and Regulations. Existing and future state and
federal laws and regulations, together with Subsequent Land Use Regulations adopted and actions
undertaken by the Town, to comply with such state and federal laws and regulations; and
(d) Public Health, Sofety or lVelfare. As required by Land IJse, $ 7-304(b) of
the Annotated Code of Maryland, and not'withstanding any other provisions of this Agreement to
the contrary, Subsequent Land Use Regulations that are adopted by the Town if the Town
FINAL.}72424

determines that WFLP's compliance with such Subsequent Land Use Regulations is essential to
ensure the public health, safety, or welfare of residents of all or part of the Town. If the Town
determines that such compliance is essential as described in this subsection, WFLP shall have the
right of appeal of such decision to the Town Board of Appeals and such right ofjudicial review as
the law shall allow, and the Town shall have the brnden to prove, on the basis of the record before
the Board of Appeals, that compliance with the changes in law is essential to ensure the health,
safety, or welfare of residents of all or part of the Town.
4. 10. Cultural and Natural Resources.
f"i
deveropm.,,"f "Hitilffil:"+il:L::*;
surface and any potential prehistoric sites located within the area intended for development
herer:nder were surveyed as part of the review and approval of Critical Area growth allocation. No
significant historical structure exists within the Site and therefore no additional cultual resource
surveys for the Site are anticipated.
4.10.2. Protection of Sensitive Areas. Anv disturbance of forested or wetland areas
for development purposes shall be conducted in accordance with the Existing Land Use
Regulations and other applicable federal and state laws, regulations, and permits.
4.ll
Master Plan. The Town has determined, and re-affirms herein this Agreement, that
the Master Plan is consistent and compliant with the Existing Land Use Regulations, as may be
applicable.
4.I2 HOA. There will be a minimum of one (l) HOA in the Project. WFLP shall present
the HOA documents to the Town Commissioners for review and approval before recording the
same. The Town Commissioners review and approval of HOA documents is limited to ensuring
compliance with the terms of this Agreement and conditions of Development Approval, and shall
not be unreasonably withheld. Shall the HOA dissolve, WFLP or any subsequent owner, shall
maintain the community entrance feature and common areas.
4.13
Development Phases/Subdivision Sections. The Town will not review or approve
development phases or subdivision or site plan sections of the Property that contain less than fifty
(50) residential units, exclusive of any nonresidential lots. The parties agree that each Phase of
development shall be implemented with a final subdivision plat for that particular Phase or section
of the Project and that the Town shall not approve any more than five (5) Phases on the Property.
4.14
Permitted Uses of the Property. The permitted uses of the Property are generally
those uses permitted in accordance with the Town Zoning Ordinance (Article VI, $ 65, Table of
Permitted Uses) for property zoned Planned Regional Commercial (PRC), and specifically the uses
approved by the Town as depicted on the Master Plan, as it exists at the Effective Date and may
be amended in accordance with the Town Zorung Ordinance.
4.15 Densiw and Intensity of the Use(-s). The density and intensity for uses on the
Properfy are set forth through the Master Development Plan process in accordance with the Town
10
FtNAL.072424

Zontng Ordinance $ 26 E.1.c., and as further limited as to residential uses in accordance with the
Town Zortrng Ordinance $ 25 D., as depicted on the Master Plan.
4.16 Muimum Height. Architectural Desien Standards and Size of Structures. No
building shall exceed 45 feet in height as measured in accordance with the Town's general
practices. The architectural design standards are as established by the Architecflual & Site Design
Guidelines & Standards Wheatlands at Queenstown Planned Development Version l-18-2021
approved by the Planning Commission, and as may be amended from time to time in accordance
with the Town Zontng Ordinance. The size of structures is set forth in the Master Plan and
Architectural & Site Design Guidelines & Standards Wheatlands at Queenstown Planned
Development Version l-18-2021, as may be amended from time to time in accordance with the
Town Zontng Ordinance.
4.17
This Section 4 constitutes, in part, a description of the conditions, terms, restrictions
and requirements determined by the Town Commissioners to be necessary to ensure the public
health, safety and welfare.
5.
Infrastructure Improvements, Allocation of Water and Sewer Capacity.
5.1.
General. The provisions hereof shall govern the standards applicable to all public
improvements to be installed on the Property and elsewhere in the Town as necess ary to address
the impacts of development of the Project. All costs occasioned by the development of the Project
(including any reasonable professional reviews by the Town necessitated by the Development
Approvals, such as stormwater malragement or infrastructue reviews or inspections) shall be
borne by WFLP. WFLP is not obligated to perform any of the public improvements described
herein except as part of a development approved by the Town. All infrastructure improvements
required for development of the Project shall comply with applicable federal and State standards
and requirements. In addition, WFLP shall comply with the Town Building and Improvement
Standards in effect at the time of construction of and for any roads, streets, ctrbs, gutters,
sidewalks, stormwater management and drainage systems, sewer and water system extensions or
any other infrastructure improvements or public facilities necessary to accornmodate any
development of the Project.
5.2.
Road Improvements. On-site circulation and parking improvements and entrance
improvements may be necessary to serve development of the Project. WFLP agrees to construct
or cause to be constnrcted, at its expense, all public or private roadway and parking improvements
and such roadway improvements, as reasonably necessary to serve the development of the Project.
Entrance and frontage improvements required by SHA, if any, will be constructed within the
existing SHA righrof-way or will be dedicated to SHA upon completion of construction. WFLP
shatl maintain all on-site transportation right-of-ways and improvements, including roads, parking
lots, sidewalks, streetlights, drainage ditches, signage and irrigation, unless and until the same are
dedicated to and accepted by the Town in writing, or otherwise assigned to a community
association or other entity charged with such maintenance. The parties agree that the roads and
sidewalks (including sidewalk landscaping), excluding private parking Elreas not within the public
road, constructed by WFLP shall be dedicated to the Town following satisfactory inspection and
11
FrNAL.072424

in accordance with the regular practices of the Town, ffid thereafter the Town shall own and
maintain the same. Any community entrance feature or signage shall be maintained by WFLP or
HOA. Delmarva Light and Power Company ("Delmanra") will install the streetlighting in
accordance with plans prepared by WFLP and approved by the Town said lights to be rented from
and maintained by Delmarva. The Town will be responsible for the cost of rent and electrical
senrice for the streetlights in the same manner it generally does for streetlights throughout the
Town. The Parties agree and understand that lighting within the proposed commercial
development sites included within the project will not be dedicated to the Town but will be owned
and maintained by the owners of those sites.
5.3.
Utility Improvements - Generally. Except as otherwise agreed, to the extent that
extensions of public utilities and/or the development of private utilities are necessary to meet the
utility service requirements of development of the Project, WFLP will constrrct or cause to be
constructed on the Property such water and sanitary sewer utility extensions or improvements.
Such utility extensions or improvements will be located, designed, constructed, maintained,
operated and owned pursuant to standards and specifications of the Town and MDE and in
accordance with this Agreement and the PWA. No utility improvements are required to be
constructed unless and until the Project is developed.
5.3.1. Water Improvements. WFLP shall constnrct water distribution facilities
within the Properly as necessary and desirable for the development of the Project as depicted on
final subdivision plats and construction plans approved by Town, including a system of pipes,
water mains, laterals, service lines, hydrants, feeders, regulators, fixtrues, connections and
at[achments and other desirable appurtenances necessary or proper for the purposes of distributing
and selling water for domestic, commercial, municipal and fire protection purposes and for any
other purposes for which water may be used by the residents of the Property ("Water Facilities").
The design and construction of such Water Facilities shall be subject to approval by consulting
engineers selected by the Town, and shall comply with federal and state standards, s well as
Town's standards in effect at the time of wriuen Town approval of the construction plans for such
facilities. The Town will install, at the Town's expense, two 8-inch water lines drilled under Rt 50
to the property line of Wheatlands Farm, or some other mutually agreeable termination point on
the south side of Route 50, to provide adequate water supply and pressure for the Wheatlands.
Master Plan build out, and said waterline shall be complete within twenty-four months of the
Effective Date of this Agreement. WFLP agrees to reimburse Queenstown the actual cost of the
installation of the waterline, upon the completion of this extension.
5.4. Stormwater Manaqement & Drainage. WFLP shall constmct all storm sewers,
culverts and related drainage and stormwater management and treatment structr:res (at-grade and
underground) and improvements required for development of the Project (collectively, the
"Stormwater Improvements"). The Stormwater Improvements shall be owned, operated and
maintained by WFLP in accordance with applicable laws unless and until the same are dedicated
to and accepted by the Town in writinB, or otherwise assigned to a community association or other
entity charged with such maintenance.
L2
FtNAL.072424

5.5.
Easements. WFLP and Town agree to grant to each other upon request and at no
cost rights-of-way or easements over their respective properties if such rights-of-way or easements
shall be reasonably necessary for the installation, maintenance, replacement and/or removal of
infrastructure related to development of the Project, including without limitation, roads, sidewalks,
utility lines, sewer and water lines, and drainage improvements, provided the use of such
easements will not interfere with the owner's use and enjoyment of the subjectproperty. If WFLP
is unable to obtain off-site easements and rights-of-way as may be necessary for development of
If
the Property, the Town agrees to assist WFLP in obtaining such easements and rights-of-way.
requested by WFLP, the Town agrees to institute and process condemnation proceedings to acquire
such easements and rights-of-way, the costs of which shall be paid by the WFLP.
5.6.
Sewer and Water Allocation. Upon payment of the Allocation Reservation Fee or
as otherwise provided herein the Town allocates suffrcient sewer and water capacity for the
development depicted on the Master Plan, exclusive of the Area Reserved for Future Development.
Except as otherwise expressly provided for in this Agreement, water and sewer allocation and
connection charges shall be paid at time of building permit issuance, or as may otherwise be
provided by applicable statute.
5.7
Water and Sewer Rates. The Town or its designee shall be solely responsible for
the setting of water and sewer rates, meter reading, billing and collection within the Properfy and
shall collect all revenues therefrom. Except as otherwise set forth herein, wastewater service shall
be provided to customers within the Properfy in substantially the same manner and r:nder the terms,
practices, conditions, fees, assessments and charges as Town has heretofore and may hereafter
prescribe for its customers under applicable ordinances of Town, as the sarne may apply to the
customers served within the Properby.
5.8 to
Allocation Reservation. WFLP intends to record subdivision plat(s) divide the
Property into residential and commercial lots ("Plats") and/or obtain site plan approval for uses
that require sewer and water system capacity (a "Site Plan"). In order to accomplish this
development WFLP will be required to commit r:nusually large upfront costs for the construction
of a pump station, force main, and two state highway entrances in addition to "normal" project
development costs.WFLP, as stated in 5.3.1 above shall also reimbuse the Town, the full cost of
water line extensions to serve the Properfy. In consideration of the WFLP commitments, the Town
reserves 267 equivalent dwelling units (EDUs) of sewer and water capacity ("Sewer and Water
Allocation"), subject to paragaph 5.8.1, to be used in developing the approved Master Plan for a
period of 5 years after the effective date of this DRRA, or 5 years from the date WFLP receives
written notice from the Town to construct the water system infrastructure on the Property in
accordance with 5.8.1 below (whichever is a longer period of time), without any requirement for
WFLP to pay allocation reservation fees. Prior to recordation of any plat for any phase of
development, WFLP shall to pay the 4Q% sewer and water allocation fee for such phase, thereafter
shall pay the balance of the then current sewer and water allocation fee shall be paid prior to the
issuance of a building permit for any commercial or residential building.
5.8.1 Water Capacity Allocation. Subject to the pamgraph above, the Town agrees
to allocate water capacity for 50 EDUs to WFLP as of the effective date of this DRRA. The Town
13
FrNAL.072424

agrees to allocate an additional 217 EDUs upon the completion of the Town of Queenstown Water
System Upgrade Project, which the Town anticipates will be completed within 3 years from the
date of this DRRA. The Water System Upgrade project will include an amendment to the current
Town Groundwater Appropriation Permit to meet the Town's current and future water capacity
needs. Should the Town of Queenstown Water System Upgrade Project fail to be complete, or
substantially complete, within the next 3 years, WFLP will have the authority to construct a new
Town well in the Maffawan aquifer on the Property to serve the Project. Additionally, WFLP will
be permitted to construct all other water system infrastrucfirre including water treatment and water
storage, as required to serve the Project. The Town will apply to amend the curent Groundwater
Appropriation Permit and accept ownership of the completed and approved public infrastructure
constructed to serve the Project. In the event WFLP constructs the water system infrastructure, the
Town shall waive water allocation/connection charges for any and all EDU on the Properfy
serviced by the water system infrastructure.
5.8.2 Sewer Capacitv Allocation. Subject to paragraph 5.8 above, the Town agrees to
allocate sewer capacity for 50 EDUs to WFLP as of the effective date of this DRRA. The Town
agrees to allocate an additional 100 EDUs upon the completion of the Town of Queenstown Water
System Upgrade Project, which the Town anticipates will be completed within 3 years from the
date of this DRRA. The Town agrees to allocate the remaining ll7 EDUs within 4 years from the
effective date of this DRRA. Nothing herein paragraph 5.8.2 shall effect the outside timeframes
WFLP may avail itself to purchase sewer or water allocation.
5.9
This Section 5 constitutes, in part, a description of the conditions, terms, restictions
and requirements detennined by the Town Commissioners to be necessary to ensure the public
health, safety and welfare.
6.
Land and Park Dedication, Payments to QVFD and Town.
6.1 Conservation Area. The development of the Property includes a Shore
Buffer/Conservation Area as depicted as "Parcel 35" containing 58.225 acres more or less
("Conservation Area") and shown on as sheet 2 of 12 on a plat entitled Plat of Major Subdivision
of Wheatland on the Lands of Waterman Family Limited Partnership In the Town of Queenstown
and prepared by Davis, Shearon, Moore and Associates, LLC and Micheal A. Scott, Inc. dated
May 22 to be recorded among the Plat Records of Queen Anne's County, Maryland (the
"Subdivision Plat"). The Conservation Area will be dedicated to the Town at no cost within ninety
(90) days of recordation of the Subdivision Plat, and the Deed of Dedication will be accompanied
by an Access Easement Agreement providing the Town pedestrian and vehicular access to the
Conservation Area from the public roads know as Waterman Drive and Triticale Drive to be
constructed on the Properry (as depicted on Exhibits K-l and K-2 respectively).The Conservation
Area will be used for public use and enjoyment subject to a permanent restriction that the
Conservation Area be used for resource protection and passive recreational purposes only, and
firrther as fi:rther restricted in accordance with a Development Rights Transfer agreement dated
October 28, 1996 and recorded among the Land Records of Queen Anne's County, Maryland Liber
No. 551, folio 441. The Conservation Area dedication shall be made to the Town by special
waranty deed to be recorded zrmong the Land Records of Queen Anne's County, Maryland in form
L4
FtNAL.072424

reasonably acceptable to the Town Attorney. In addition to the restrictions stated herein above, the
deed of conveyance shall provide WFLP rights to access, construct, use and maintain portions of
the Conservation Area for stormwater management outfalls serving the development on the
remainder of the WFLP properfy.
6.2 Maintenance and Storaee Parcels. Prior to the issuance of the first building
permit for a residential dwelling, WFLP shall dedicate at no cost to the Town all of that land area
depicted as Town Maintenance Parcel containing approximately one (1) acre and as further
described on Exhibit L-l ("Town Maintenance Parcel") which will be owned and maintained by
the Town. In addition, prior to the issuance of the fust building permit for a residential dwelling,
WTLP shall dedicate at no cost to the Town all of that land area depicted as Town Storage Parcel
containing approximately one (1) acre and as further described on Exhibit L-2 (*Town Storage
Parcel") which will be owned and maintained by the Town. It is expressly agreed that the Town
shall develop the Storage Parcel for RV boat, trailer and other residential storage needs for rent to
residents of the Town, for a period of l0 years following the issuance of the last residential
dwelling building permit on a lot depicted on the Subdivision Plat, after which the Town may use
the Storage Parcel for Town operation, equipment storage, administration and other similar Town
govemment uses. The Town Maintenance and Storage Parcels dedication shall be made to the
Town by special wa:ranty deed to be recorded among the Land Records of Queen Anne's County,
Maryland in form reasonably acceptable to the Town Attorney as depicted on Exhibits L-l and L-
2 . The parties agree that the Maintenance and Storage Parcels shall not be subject to the HOA
documents but the Town shall plant and maintain a landscape buffer to screen any storage portions
of the Parcels and enhance the visual environment to include a dense vegetative planting
incorporating ffees, grasses, or shrubs that are at least 6 feet high.
6.3 ild
WFLP shall establish an assessment for each and every dwelling, nonresidential
floor area constructed on the Property as described below:
6.3.L The declaration of covenant(s) by which the community regulated shall
establish that each dwelling unit constructed on the Properly shall be assessed a $ 129 fee annually
for emergency fire and rescue services; and each square foot of nonresidential floor area shall be
assessed a $0.25 fee annually ("Emergency Service Fee").
6.3.2. An association(s) shall be established by WFLP, and it shall collect the
Emergency Service Fee in the same manner as other association dues and fees.
6.3.3. The association(s) shall remit the Emergency Service Fee to the
Queenstown Volunteer Fire Department ("QVFD") on an annual basis.
sirmemanneri:,I,T:J,::,"j;T:JXI:fJTffiil:"r#:,1T'Jff lJ1i#,',","J:b?$;
shall have the authority to enforce payment of the Emergency Services Fee in the same manner as
the association
6.3.5. The Emergency Service Fee shall be increased annually by the amount
which the Consumer Price Index for Urban Wage Earners and Clerical Works, U.S. City Average,
15
FrNAL.072424

All Items, published by the Bweau of Labor Statistics of Department of Labor of the United States
(1982-1984). The increase called for in this Section 6.3.5 shall not begin until one year following
recordation of the subdivision plats for the entire Master Plan, exclusive of the area depicted as
"Reserved for Futrue Development" on the Master Plan.
6.3.6. The QVFD is a volunteer orgaruLzation which receives most bf its operating
fi:nds from donations and fimd-raising. The Emergency Service Fee is intended to provide annual
revenue to the QVFD from the WFLP to pay its proportionate share for the need for services
generated by the Property. However, it is not the intent of the Town or the QVFD that the residents
of the future residents or businesses of the Properfy pay more than their proportionate share of
operating costs. The Emergency Service Fee shall discontinue and will no longer be due and
payable or shall be reduced if the QVFD is dissolved or becomes inactive.
6.3.7 . Firehouse Improvements. WFLP shall pay to the QVFD $600 per
Residential Dwelling Unit upon issuance of each building permit.
6.3.8. Capital Asset Impacts. The Town has determined that the general fund
capital asset impacts caused by the development of the Project are equal to $1,400 per Residential
Dwelling Unit. WFLP (or its assigns) agrees to pay the Town $1,400 per dwelling unit for all
Residential Dwelling Units within the Project. The impact fee shall be paid to the Town upon the
issuance of the building permit for each such Residential Dwelling Unit.
6.3.9. Commercial Development Impact Fee. For any commercial development
constructed within the approved Phases, WFLP (or its assigns) shall pay an impact fee based upon
square footage of commercial space ("Commercial Development Impact Fee"), which shall be
paid to the Town prior to the issuance of any building permit. The Commercial Development
Impact Fee will only apply to any commercial development in the Approved Phases. The amount
of the Commercial Development Impact Fee shall be $0.25 per square foot.
6.4
Equipment. WFLP shall pay the Town $200,000 for necessary public works
equipment to maintain the Properly on or before the issuance of the l00th building permit on the
Property.
6.5
This Section 6 constitutes, in part, a description of the conditions, terms, restrictions
and requirements determined by the Town Commissioners to be necessary to ensure the public
health, safety and welfare.
7.
Development Review and Cooperation.
.1.
7 Timelv Development Review. Town agrees to use its best efforts in accordance with
applicable rules and regulations to ensure that the processing, review and issuance of all
Development Approvals are performed in a succinct, timely manner, without undue delay,
consistent with the Town's current development review process, and that such processing and
review will not be subjected to any delay or any moratorium except in accordance with the terms
of this Agreement.
16
FtNAL.072424

.2.
7 Cooperation for Other Approvals. WFLP and the Town agree to promptly execute
all permit applications needed by WFLP for permits or approvals from the U.S. Army Corps of
Engineers, the Maryland Department of the Environment, the Maryland State Highway
Administration, Queen Anne's County, their various agencies and departments, or any other public
or private agencies from whom a permit is required to develop the Property provided that such
permit applications are prepared in accordance with applicable rules, regulations and laws. The
Parties each further agree to cooperate in the securing of such permits or approvals from such
agencies.
8.
Breach and Remedies; Termination
8.1.
Breachby WFLP. If WFLP shall fail orrefuse to perform its obligations underthis
If
Agreement, the Town shall deliver written notice to WFLP describing the natr.re of the default.
WFLP has not cured the default within sixty (60) days of its receipt of such notice, the Town may
seek equitable relief to enforce the terms and conditions of this Agreement either through a decree
for specific perfonnance or an injunction, or cease the review and issuance of Subsequent
Development Approvals until such default is cured. Should the remedies of specific performance
or injunction not be available to the Town because of actions of WFLP, then the Town shall be
entitled to bring a legal action for damages.
8.2. Breach by Town. If the Town shall fail or refuse to perform its obligations under
this Agreement, WFLP shall deliver written notice to the Town describing the nature of the default.
If the Town has not cured the default within sixty (60) days of its receipt of such notice, WFLP
may seek equitable relief to enforce the terms and conditions of this Agreement either through a
decree for specific perfornance or an injunction. Should the remedies of specific performance or
injunction not be available to WFLP because of actions of Town, then WFLP shall be entitled to
bring a legal action for damages.
8.3. Dut_v to Meet and Confer: Manner and Causes for Termination. Because of the
substantial reliance by both WFLP and the Town on the provisions of this Agreement, the Panies
desire to avoid termination of this Agreement if other appropriate remedies or procedures to
resolve disputes or problems exist. Prior to termination, the Town and WFLP will meet and confer
with the objective of attempting to arrive atamutually acceptable alternative to termination that
substantially advances the interest of the Parties as set forth in the Recitals. Accordingly, this
Agreement may be terminated by a Parly only under one or more of the following circumstances:
(a)
By operation of Section 3.3 (Expiration of Term);
(b)
By operation of Section 8.4 (Mutual Agreement); or
(c)
By operation of Section 8.5 (By Governing Body).
8.4. Termination By Mutual Asreement. This Agleement shall terminate if, at anytime
during the Term, WFLP and the Town agree in writing to terminate this Ageement.
8.5. Termination by the Governing Bodv. In accordance with Land Use, $ 7-304 of the
Annotated Code of Maryland, this Agreement may be suspended or terminated by resolution
L7
FrNAL.072424

adopted by a majority of the Town Commissioners, based on a determination that suspension or
termination "is essential to ensure the public health, safety, or welfare." Any such resolution
suspending or terminating the Agreement shall constitute an administrative decision that may be
appealed to the Town Board of Appeals.
8.6. Effect of Tennination on WFLP Riehts and Obligations. Termination of this
Agreement shall not affect the obligation of WTLP to comply with the terms and conditions of
applicable Town law or Subsequent Development Approvals, nor shall it affect any other
provisions of this Agreement that, by express language, survive termination of this Agreement.
Termination of this Agreement shall not affect or terminate any Subsequent Development
Approvals for the Properly that are final as of the date of final termination, nor shall it affect or
terminate rights in which WFLP has vested under the common law of the State of Maryland.
8.7. Cost and Fees. In any legal action between the Town and WFLP filed under
Agreement, and in addition to any other remedy, the prevailing party as determined by the court
shall be entitled to recover reasonable costs and attorney's fees.
9.
Mortgagee Protection; Certain Rights of Cure.
9.1. Morteages Not Prohibited. This Agreement shall not prevent WFLP from
encumbering the Property or any part thereof, or any improvement on the Property, by any
mortgage, deed of trust or other security device used to obtain financing with respect to the
Property or its development.
9.2.
Request for Notice to Mortgaeee. The Mortgagee of any mortgage or deed of trust
encumbering the Property, or any part thereof, shall be entitled to receive from the Town a copy of
any Notice of Default delivered to WFLP, provided that the Mortgagee has submitted a request in
writing to the Town in the manner specified in this Agreement for giving notices, and that the
notice makes specific reference to this Section. If the Town receives such a request from a
Mortgagee, t}e Town shall provide such Mortgagee with a copy of any Notice of Default that is
sent to WFLP concrurently with sending the notice to WFLP.
9.3.
Mortsagee's Time to Cure. The Mortgagee shall have the right, but not the
obligation, to cure a default for a period of ninety (90) days after receipt of the Notice of Default.
However, if the default is a default that only can be cured by the Mortgagee obtaining possession
of the Property, or any part thereof, and the Mortgagee seeks to obtain possession, the Mortgagee
shall have ninety (90) days after the date that the Mortgagee obtains possession to cure the default.
9.4.
Mortsase or Successor Rights. Any Mortgagee or transferee who takes title to all
or part of the Properfy pursuant to foreclosure of the Mortgage or a deed in lieu of foreclosure shall
succeed to the rights and obligations of WFLP under this Agreement as to the Properfy or part
thereof so acquired, provided, however in no event shall such Mortgagee be liable for any defaults
or monetary obligations of WFLP arising prior to acquisition of title to the Property by such
Mortgagee, except as to public liens of record. A Mortgagee or its successors shall not be entitled
to any Subsequent Development Approval until all delinquent and current fees and other monetary
18
FtNAL.072424

or non-monetary obligations due under this Agreement for the Property, or part thereof acquired
by or through such Mortgagee, have been satisfied.
9.5.
Mortsagee's Rights to Interpretation. The Town acknowledges that the lenders
providing financing may require certain interpretations and modifications of this Agreement, and
agrees to meet and confer with WFLP and representatives of such lenders to discuss requests for
interpretation or modification. In addition to prospective lenders, any Mortgagee who has
submitted a request in writing to the Town in accordance with Section 9.2 may request a written
interpretation or modification of this Agreement. Any request shall be submitted to the Town in
writing and in the manner specified in this Agreement for giving notices, shall identify the specific
sections of the Agreement for which an interpretation or modification is requested, and shall
speciff the reasons why an interpretation or modification is requested. The Town will not
unreasonably withhold its consent to a requested interpretation or modification, provided such
interpretation or modification is consistent with the intent and purposes of this Agreement, and is
consistent with the public health, safety, and welfare. The Town shall respond to Mortgagee with
its interpretation or a decision regarding the requested modification within forty-five (a5) days
after receipt of the request. Any modification shall require the consent of WFLP and the Town and
shall be imptemented as an amendment of this Agreement. Any Mortgagee, including without
limitation the purchaser at ajudiciat or non-judicial foreclosure sale, or a person or entity who
obtains title by a deed in lieu of foreclosure, shall be entitled to the rights and privileges set forth
in this Section.
9.6. Bankruptcy. If any Mortgagee is prohibited from commencing or prosecuting
foreclosure or other appropriate proceedings in the nature of foreclosure by any process or
injunction issued by any court, or by reason of any action by any court having jurisdiction of any
bankruptcy or insolvency proceedings involving SIFLP, the times specified in Section 9.3 shall be
extended for the period of the prohibition, except that any such extension shall not extend the Term
of this Agreement.
10.
Estoppel Certificates.
Any Parfy may at any time, and from time to time, deliver written notice to any other
requesting that the other certiff in writing (substantially in the form of the Estoppel Certificate
attached as Exhibit I that, to the knowledge of the certifying Parfy: (i) this Agreement is in full
force and effect and is a binding obligation of the Parties, (ii) this Agreement has not been amended
or, if amended, identiffing each amendment, and (iii) the requesting Parfy is not in breach of this
Agreement or, if in default, the nature and extent of each default.
The Party receiving a request hereunder shall prepare, execute and deliver such certificate
within thirry (30) days fotlowing receipt of the notice. The failure to deliver such a certificate
within such time shall constitute a conclusive presumption that, except as may be represented by
the requesting Parry, this Agreement is in fulI force and effect without amendment and there are
no uncured defaults in the performance of the requesting Parfy. The Town acknowledges and
agrees that any certificate issued hereunder by Town may be relied upon by WFLP's successors,
assigns, tenants and Mortgagees.
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FrNAL.072424

11.
Conflict with Other Governmental Jurisdiction
.1.
11 Conflict with State or Federal Laws or Action of Other Governmental Jurisdiction.
In the event that any County, State, federal or other applicable law or regulation enacted after the
Effective Date or any govemmental action, other than an action by Town, taken after the Effective
Date, materially prevents compliance with one or more of the provisions of this Agreement, such
provision(s) of this Agreement shall be modified or suspended by Town as may be necessary to
comply with such County, State, federal or other applicable law or regulation or governmental
action. Provided, however, that this Agreement shall remain in full force and effect to the extent
it is not inconsistent with such law, regulation or non-Town governmental action. To the extent
such law, regulation or govemmental action does not render such remaining provisions impractical
to enforce, the Town also agree to process changes to the Project proposed by WFLP as may be
necessary to comply with such County, State federal or other applicable law. As of the Effective
Date, neither Parry is aware of any County, State, federal or other law or regulation that prevents
compliance with one or more of the provisions of this Agreement.
12.
Miscellaneous
12.1. Procedure Suffrciencv: Presumptions of Validiqv; Litisation. The Town and WTLP
acknowledge that all required notices, meetings, and hearings have been properly given and held
by the Town with respect to the approval of this Agreement, and agree not to challenge this
Agreement or any of the obligations or rights created by this Agreement on the grounds of any
procedural infirmity or any denial of any procedural right. To the knowledge of the Parties, there
are no legal actions or proceedings pending or threatened against either the Town or WFLP that, if
adversely determined, would materially and adversely affect the ability of the Town or WTLP to
fulfill their obligations under this Agreement. By their signatures to this Agreement, the Parties
certifu that they believe that this Agreement complies with all applicable provisions of State and
Town law and constitutes a lawful exercise of the powers conferred upon the Parties under law. In
any case or controversy arising out of this Agreement before a court or administrative tribunal, it
shall be presumed that this Agreement constitutes a lawful exercise of the rights of the Town and
WFLP to enter into a Development Rights and Responsibilities Agreement as such instrument is
governed by State and Town law.
12.2. Authorization of the Town. The Town is a municipal corporation of the State of
Maryland, and the undersigned President of the Town Commissioners certifies that he has the
authority to sign this Agreement on behalf of the Town Commissioners. The Town Commissioners
may bind the Town and all of its agencies, departments and commissions to this Agreement as the
"public principal" of the Town to which authority has been delegated under the Town Enabting
Ordinance.
12.3. Authorization of WFLP. WFLP hereby certifies that it holds fee simple legal and
equitable interests in the Properfy described in Section3.2, and is duly and legally authorized to
enter into this Agreement. The undersigned Barry Waterman, in his capacity as Managing General
Parhrer of WFLP certifies that he is authori zed to act on behalf of and bind WFLP to the terms of
this Agreement.
20
FtNAL.072424

12.4. Time of Essence. Time is of the essence in the perfonnance of all terms and
provisions of this Agreement.
12.5 . Interpretation. The headings and captions used in this Agreement uue for
convenience and sase of reference only and shall not be used to interpret, expand or limit the terms
of this Agreement. When a reference is made in this Agreement to an article, section, paragraph,
clause, schedule or exhibit, such reference shall be deemed to be to this Agreement unless
otherwise indicated. The singular includes the plural; the masculine gender includes the feminine;
"shall" is mandatory; "may" is permissive. "Herein", "hereby", "hereunder", "hereof',
"hereinbefore", "hereinafter" and other equivalent words refer to this Agreement and not solely to
the particular portion thereof in which any such word is used. Whenever the words "include",
"includes" or "including" are used in this Agreement, they shall be deemed to be followed by the
words "without limitation". Wherever herein reference is made to "days" the same shall mean
"calendar days" unless "business days" are specified. Wherever in this Agreement a time period
shall end on a day which is a Saturday, Sunday, or legal holiday, said time period shall be
automatically extended to the next date which is not a Saturday, Sunday, or legal holiday.
12.6. Notices. All notices and other commr-rnications in connection with this Agreement
shall be in writing and shall be deemed delivered to the addressee thereof ( 1) when delivered in
person on a business day at the address set forth below; or (2) on the third business day after being
deposited in any United States post offrce for delivery by properly addressed, postage prepaid,
certified or registered mail, return receipt requested, at the addresses set forth below.
Notices and commr:nications to WFLP shall be addressed and delivered to the following address:
Barry Waterman, General Partner
Waterman Family Limited Partnership
109 County Day Road, #1
Chester, Maryland 21 619
with a copy to: Joseph A. Stevens, Esq.
Law Offrces of Stevens Palmer, LLC
114 West Water Street
Centreville, Maryland 21 617
Notices and communications to the Town shall be addressed and delivered to the following
address:
Town of Queenstown
P.O. Box 4
Queenstown, Maryland 21658
With a copy to: Lyndsey Ry*, Esq.
Booth Cropper and Marriner, PC
130 North Washington St.
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FtNAL.072424

Easton, Maryland2l60l
By notice complying with the requirements of this Section, each parry shall have the right to
change the address or addressee or both for all future notices and communications to such party,
but no notice of a change of address shall be effective until actually received.
.
12.7 Governine law. This Agreement and the actions ofthe Parties under this Agreement
shall in all respects be governed by and construed in accordance with the laws of the State of
Maryland, and any disputes and controversies resulting in judicial action shall be tried in a court
of competent jurisdiction in the State of Maryland, with venue in Queen Anne's County.
12.8. Recordation. WFLP shall record this Agreement irmong the Land Records within
twenty (20) days of the Effective Date. If this Agreement is amended terminated prior to expiration
of its Term, the Parties shall execute and record a document in the Land Records to confirm the
amendment or termination of this Agreement within twenty (20) days of the Town action approving
such amendment or termination.
12.9. Entire Aqreement Incorporation by Reference. This Agreement constitutes the
entire understanding between the Parties with respect to the transactions contemplated by this
Agreement, and all prior oral or written understandings, representations and statements are merged
into this Agreement. All exhibits and other documents attached to this Agreement are incorporated
herein by reference for the purposes set forth herein.
12.10. Severabiliw. If any term or provision of this Agreement, or the application of any
term or provision of this Agreement to a specific situation, is found to be invalid, void, or
unenforceable, the remaining terms and provisions of this Agreement, or the application of this
Agreement to other situations, shall continue in full force and effect and, if possible, the parties
shall amend thisAgreement so as to effect the original intention of the parties.
l2.ll.
Attorneys' Fees and Consulting Fees. WFLP agrees to reimburse the Town for its
reasonable attorney's fees and costs, and any other reasonable professional or consulting fees
incurred in connection with the development of the Property (including, by way of example,
attorney's fees, engineering fees, or other professional fees arising as a result of any request for an
amendment to this Agreement, any Development Approval, a request for a rezoning or text
amendment, stormwater management or infrastructwe review or inspections, or other inspections
contemplated or required by state or local laws). In the event any action, suit or proceeding is
brought by a third party or a stranger to this Agreement, for the enforcement or declaration of or
challenge of any right or obligation pursuant to this Agreement, the Town shall be entitled to
reimbursement of reasonable professional fees, including attorney's fees, costs and expenses and
litigation expenses incurred by the Town, and any judgment, order or decree rendered in such
action, suit or proceeding shall include an award thereof.
Attorneys' fees under this section shall include attorneys' fees on any appeal and any post-
judgment proceedings to collect or enforce the judgment. This provision is separate and several
and shall survive the merger of this Agreement into any judgment on this Agreement.
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FrNAL.072424

12.12. No Partv Deerned Drafter. Each Party has thoroughly reviewed this Agreement and
has had the advice of counsel prior to execution hereof, and no Party shall be deemed to be the
drafter of the Agreement for purposes ofjudicial construction.
12.13. Waivers. Any failure by a Party hereto to insist upon strict performance by another
Parry of any material provision of this Agreement shall not be deemed a waiver thereof or of any
other provision hereof, and such Pafiy will have the right at any time thereafter to insist upon strict
performance of any and all provisions of this Agreement. All waivers of the provisions of this
Agreement must be in writing and signed by the appropriate ofhcers of the Town and WFLP. Any
such written waiver of a breach or default under this Agreement shall not constitute a continuing
waiver or a waiver of a subsequent breach of the same or any other provision of this Agreement.
12.14. Reservation of Riehts. To the extent not inconsistent with this Agreement, each
Parry reseryes all rights, privileges and immr:nities under applicable laws.
12.15. No Third-Party Beneficiaries. This Agreement is made and entered into for the sole
protection and benefit of the Parties and their successors-in-interest. Nothing in this Agreement,
nor any act of any Party arising under this Agreement, shall be deemed or construed to create any
third-parry rights, except as provided by any written assignment of rights or interests consistent
with this Agreement.
12.16. Counterparts. This Agreement may be executed by the Parties in counterparts,
which cor:nterparts shall be construed together and have the same effect as if all of the parties had
executed the same instrument.
12.17. Project as a Private Undertakine. It is understood and agreed by and between the
Parties that: (a) the Project is a private development; (b) no Parly is acting as the agent of the other
in any respect hereunder; (c) each Parly is an independent contracting entity with respect to the
provisions of this Agreement; (d) Town has no interest in or responsibilities for any improvements
to the Property unless and until Town accepts the improvements pursuant to the provisions of this
Agreement or in connection with any subdivision approvals; and (e) WFLP, its successors and
assigns shall have the full power and exclusive control over the Properry subject to applicable laws
and regulations and the obligations of WFLP set forth in this Agreernent. No partraership, joint
venture or other association of any kind is formed by this Agreement.
12.18. Not a Public Dedication. Except as otherwise expressly provided, no provision
herein shall be deemed to be a gift or dedication of the Property or any portion thereof to the
general public, for the general public, or for any public use or purpose whatsoever, it being the
intention and understanding of the parties that this Agreement be strictly limited to and for the
purposes herein expressed for development of the Property as private property.
12.19. Further Actions and Instruments. Each of the Parties shall cooperate with and
provide reasonable assistance to the other to the extent contemplated hereunder in the performance
of all obligations and the satisfaction of all conditions of this Agreement. Upon the request of any
Palty at any time, the other Parry shall promptly execute and file or record such instruments and
other writings and take such other actions as may be reasonably necessary to carry out the intent
23
FINAL.O72424

or fulfill the provisions of this Agreement. To the extent permissible under and with respect to the
Town's police powers, such obligation includes the giving of such notices, the holding of such
public hearings, the enactment by the Town of such resolutions and ordinances and the taking of
such other actions as may be necessary to enable the Parties' compliance with the terms and
provisions of this Agreement and as may be necessary to give effect to the terms and objectives of
this Agreement and the intentions of the Parties as reflected by said terms. Without limiting the
specific rights and obligations set forth herein, the Parties hereby declare their intention to
cooperate with each other in effecting the terms of this Agreement.
12.20. Covenant of Good Faith and Fair Dealine. No Party shall do anything that shall
have the effect of harming or injuring the right of another Party to receive the benefits of this
Agreement. Each Party shall refrain from doing anything that would render its performance under
this Agreement impossible or impracticable.
L2.21. Description of Requfued Permits. Development approvals and permits already
approved or anticipated to be required for development of the Property are identified by Exhibit J,
however such a list is not intended to be complete or limiting.
12.22. No Obligation to Develop. Nothing herein shall be construed as requiring WFLP
to develop all or any portion of the Properly, ffid no election by WFLP to terminate, defer, suspend
or modiff plans to develop the Properly shall be deemed a default of WFLP r:nder this Agreement.
12.23. Remedies Cumulative. Each right, power and remedy of a party provided for in this
Agreement, or any other agreement between the Parties, now or hereafter existing, shall be
cumulative and concurrent and in addition to every other right, power or remedy provided for in
this Agreement or any other agreement between the Parties, now or hereafter existing.
12.24. Appeals. Both Maryland law and the Town Enabling Ordinance may allow any
person aggrieved by this Agreement to file an appeal. If the effect of the decision in such Appeal
revises this Agreement in any way, any party to this Agreement may terminate the Agreement by
providing notice to all Parties within thirty (30) days of the date that the decision in the appeal
becomes final and all appeals thereof have been finally determined.
12.25. Tolling of Term. If any administrative appeal or litigation is filed seeking
interpretation or construction of this Agreement or challenging the enforceability, validity or
binding nature of this Agreement, the Term and obligations herein shall be tolled for the period(s)
of time from the date of the filing of such administrative appeal or litigation until the conclusion
of such administrative appeal or litigation by dismissal or final entry of judgment. If any
administrative appeal or litigation is filed or underway dr"uing the Term challengittg any local, State
or federal Development Approval or denial, modification, revocation or refusal to issue or process
a Development Approval, or otherwise raising issues of the validity of any of the Development
Approvals, the Term and obligations herein shall be tolled for the period(s) of time from the date
of the filing of such administrative appeal or litigation until the conclusion of such administrative
appeal or litigation by dismissal or final entry ofjudgment.
24
FrNAL.072424

IN MTNESS WHEREOF, the Parties have hereunto set their hands on the date first above
written.
WITNESS: THE TOWN COMMISSIONERS OF
QUEENSTOWN, a Maryland municipal
Corporation and "Public Principal"
, President
APPROVED AS TO FORM:
ryfiiN
srArE oF MARYLAND, COUNTY Oe@n $OatO Wr'
I HEREBY CERTIFY' that on trris b day or 5t ,29 &Y ,before me, a
Notary Public of the State aforesaid, p"rrorrully uppl*.d[ M who acknowledged himself
to be the President of the Town of Queenstown, a Maryland municipal corporation, known to me
(or satisfactorily proven) to be the person whose name is subscribed to the within Development
Rights and Responsibilities Agreement, and acknowledged that he executed the same for the
purposes therein contained as the fully authorized agent of said Town of Queenstown by signing
the name of the Town by himself as President.
IN MTNESS WHEREOF my hand and Notarial Seal.
Notary Public
My Commission expires:
W
25
FrNAL.072424

MTNESS: PETITIONER
WATERMAN FAMILY LIMITED PARTNERSHIP,
a Maryland limited partnership
Date:
Managing General Partner
OFsgn
sTArE OF MARYLAND, COUNTY fub"*o wit:
gY
On this 3l- day of 20 before D€, the undersigned officer,
personally appeared Barry Waterman, General Partner, Waterman Family Limited Partrrership, and
being au*rorized so to do, executed the foregoing Development Rights and -$ErilflJitnti9f,
Agreement for the purposes therein contained by signing the name of the hmitO{qffigq$bfii.ttt
aforesaid
himsetf in the capacity
-a"St$**'or4p-*r--
ta'f, -"i*l;:?
seal: gu
In witness whereof I hereunto set my hand and official i q ii
,O r ",: O
=_qi.^ =
?/tVsi.iF&;?,ui,tra.^]$.i :-s
ffi!.1'x,i{.s.--'
6try Public
My Commission Expires:
CERTIFICATION
I I{EREBY CERTIFY that the within and foregoing instrument has been prepared by or
under the supervision of the undersigned attorney a to Vracpn,the Supreme Court of
?,F
Maryland.
A. Stevens, Esq.
26
FrNAL.072424