Town Code & Ordinances Ordinance — 2023-11-06

Ordinance November 6, 2023 · 28 page(s) in the original

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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

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").

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").

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.

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").

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

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).

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").

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 masterplanned 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.

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.

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.

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.

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.

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:

Comprehensive Plan, as amended by and up to the Effective Date (Exhibit H(l));

Zonrng Ordinance, as amended by and up to the Effective Date (Exhibit H(2));

Subdivision regulations, as amended by and up to the Effective Date (Exhibit H(3));

Critical Area Program, as amended by and up to the Effective Date (Exhibit H(a));

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 FrNAL.072424

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.

FrNAL.072424 .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:

Plat Depicting Property;

Legal Description of Property;

Growth Allocation Plan;

Master Plan;

Certification the Petitioner is the legal owner of the Properfy;

Town Planning Commission Resolution;

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.

Chapter 25. Stormwater Management.

g. Chapter 26. Forest Conservation.

Estoppel Certificate Form;

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.

FrNAL.072424

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.

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.

FrNAL.072424 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.

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.

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.

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.

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.

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.

19 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.

21 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 postjudgment 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.

22 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

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