ANNEXATION AGREEMENT. THIS ANNEXATION AGREEMENT, hereinafter referred to as this Agreement, is

ANNEXATION AGREEMENT THIS ANNEXATION AGREEMENT, hereinafter referred to as this Agreement, is entered into this day of, 20167, by and between TOWN OF LA PLATA, a municipal corporation of the State of Maryland (hereinafter referred to as the Town ), party of the first part; and Mallards Pond, LLC, a Maryland limited liability company (hereinafter referred to as MP or Petitioner ), party of the second part. EXPLANATORY STATEMENT: Petitioner has filed a Petition for Annexation (the Petition ) with the Town in accordance with the provisions of Sections 4-402 and 4-404 of the Local Government Article of the Maryland Annotated Code. This Petition requests the Town to annex into the corporate limits of the Town, the real property that adjoins and is contiguous to the existing corporate limits of the Town consisting of 3.8169 acres of land, more or less, described on Exhibit A attached to this Agreement, and referred to in this Agreement as the Tract. The Tract consists of three parcels of land that are contiguous to each other. MP is the owner of that parcel of land (hereinafter referred to as the MP Parcel ) consisting of 2.8868 acres, more or less, described on Exhibit B attached to this Agreement and incorporated herein by reference, being all or part of that land described in a Deed recorded among the Land Records of Charles County, Maryland in Liber 8058, page 289. The County Commissioners of Charles County, Maryland, owns the second and third parcels of land, consisting of portions of Scroggins and Lee Streets, collectively containing.9301 acres, more or less, described on Exhibit C attached to this Agreement and incorporated herein by reference. The Town and the Petitioner desire to enter into this Agreement to establish certain terms, 1

circumstances and conditions upon which the Town agrees to consider annexing the Tract into the corporate limits of the Town and which will be applicable to the MP Parcel after the annexation becomes effective. The provisions of this Agreement are in addition to any other terms and conditions that may be set forth in a resolution of the Town Council providing for the annexation of the Tract and any other Town ordinances, rules and regulations that may be applicable to the development and use of the Tract after it is annexed into the Town. NOW, THEREFORE, WITNESSETH, that for and in consideration of the mutual promises and covenants hereinafter set forth, and other good and valuable considerations, the receipt of which is hereby acknowledged, the parties agree as follows: 1. Agreement to Consider Annexation. The Town Council agrees to consider enacting a resolution approving the annexation of the Tract into the corporate limits of the Town, subject to the terms and conditions set forth in this Agreement and any other terms and conditions contained in the annexation resolution. 2. Condition Precedent. The terms, covenants, conditions and effectiveness of this Agreement, except for Paragraph 9, all as hereinafter set forth, are contingent upon: (i) the enactment of the annexation resolution by the Town Council as to the Tract, and the taking effect of such resolution; and (ii) the enactment of a resolution by the Town Council as to the MP Parcel, in the sole discretion of the Town Council, placing the MP Parcel in a zoning district in accordance with the Town Zoning Ordinance, that permits the residential unit density contemplated by the Project on the MP Parcel. The provisions of Paragraph 9 are effective upon the execution of this Agreement by all parties and remain in effect regardless of whether the annexation becomes effective. 2

3. Development Concept. MP intends to develop the MP Parcel into a fee simple townhome community consisting of approximately 227 townhomes and associated site improvements (the Project ). The MP Parcel shall be developed in a manner that is substantially similar to the development conceptually depicted and described on The Townhomes of Potomac Square Concept Plan 14 prepared by Crouse Engineering, Inc., dated October, 2013, attached hereto, and made a part hereof, as Exhibit D (the Site Plan ). 4. Water and Sewer Considerations. a. Concurrently with the installation of other public improvements for the Project, Petitioner, at its expense, shall install in accordance with Town standards and specifications: i. A 6 water line, at a location to be determined by the Town, extending from Pine Street to a new water hydrant to be installed by Petitioner on the west end of Scroggins Street. ii. A new sewer manhole at the intersection of Lodge Street and Hawthorne Road. b. In addition to paying all major facility fees and other fees and charges imposed by the Town in connection with connection to and use of the Town s public sewer system, Petitioner agrees to pay concurrently with the issuance of each building permit for each residential dwelling unit within the Project, a one-time nutrient load discharge surcharge in an amount of $1,000 per dwelling unit. The money intended to be raised by the surcharge from the Project may be used (i) for connecting to the Town s public sewer system all properties in the Town, and in the Town s approved Municipal Growth Area as set forth in the Town s Comprehensive Plan from time to time, being 3

served by septic systems, including all fees and charges for connection and all costs of abandoning existing septic systems, in order to offset nutrient discharge contributed from the Project to the Town s wastewater treatment system, and (ii) to fund improvements that would reduce the Town s nutrient load discharge or increase the Town s Total Maximum Daily Load (TDML) nutrient cap at the Town s wastewater treatment plant. 5. Transportation Considerations. a. Concurrently with the installation of other public improvements for the Project, Petitioner, at its expense, shall, in accordance with Town standards and specifications: i. Install a public sidewalk along the eastern property line of the MP Parcel extending from Chesapeake Street to Scroggins Street. ii. Install ADA handicap accessibility improvements where such accessibility improvements do not exist on the existing public sidewalks along Chesapeake Street from U.S. Route 301, to the MP Parcel. iii. Install drainage improvements at the entrance to Chesapeake Street at the intersection of Chesapeake Street and U.S. Route 301, in accordance with the proposal attached hereto, and made a part hereof, as Exhibit F. iv. Repair, and reconstruct to the extent necessary in the reasonable judgment of the Town, the existing curb and public sidewalk along Chesapeake Street extending from the eastern boundary of the MP Parcel to U.S. Route 301. b. Petitioner shall ensure, by signs and other means, that all vehicles utilized in the development and construction of the Project gain access to and from the MP Parcel through Chesapeake Street. 4

c. Promptly after completion of construction of the Project, Petitioner shall (i) repair all structural damage to Chesapeake Street resulting from Petitioner s construction activities on the Project and, thereafter, (ii) resurface Chesapeake Street with not less than a finished depth 1 of asphalt overlay. Prior to commencement of construction on the Project, Petitioner shall provide the Town with a performance guaranty in the form of a surety bond or irrevocable and non-cancellable letter of credit reasonably satisfactory to the Town, in an amount not less than $42,750, to ensure that Petitioner timely fulfills its obligations under this paragraph. 6. Site Design The final design of the Project shall include: i. A clearly defined physical demarcation between public roadways and the MP Parcel and its private roadways and parking areas. ii. A buffer yard, including a fence, between the MP Parcel and adjacent residential uses as determined by the Town Planning Commission in accordance with Section 191-27.F of the La Plata Town Code. iii. Townhome units that are designed in conformity with Petitioner s The Townhomes of Potomac Square Annexation Petition and Studies, p. 53, as set forth on Exhibit E attached to this Agreement and incorporated by reference. iv. A stormwater management area on the south side of the Project designed, constructed and maintained to be aesthetically attractive, to be connected to the pedestrian network and to allow for a pedestrian accessible Project open space area adjacent thereto. 7. Recreation. In addition to paying a one-time recreation fee-in-lieu as provided at such time as due 5

from the Project by Town subdivision and development regulations, Petitioner, at its expense, shall install gazebos, swings and picnic tables as depicted on Exhibit D. Petitioner shall establish an incorporated homeowners association (the HOA ) to maintain the common areas and Project amenities within the MP Parcel. After installation of the common area improvements and Project amenities, the HOA, at its expense, shall maintain, repair and replace the common area improvements and Project amenities, including all on-site common recreation amenities. 8. Project Maintenance. a. Following completion and turnover of the HOA to the townhome owners, the Project common areas and common amenities, including their maintenance, shall be managed by a professional property management company. b. In order to provide for the long-term maintenance of the Project, Petitioner shall establish and incorporate the HOA under the terms and conditions set forth in this Paragraph 8. i. The HOA shall be established before Petitioner conveys any land in the MP Parcel and before the Town issues any permits for the Project by the filing of Articles of Incorporation with the Department of Assessments and Taxation and the recording of a Declaration of Covenants, Conditions and Restrictions, or similar instrument (the Declaration ) among the Land Records of Charles County, Maryland. The Articles of Incorporation and Declaration must be submitted to and approved by the Town before they are filed and recorded. The Declaration shall bind Petitioner and Petitioner s successors and assigns, and run with the land in the MP Parcel. The Declaration shall include provisions that: i. Provide for mandatory membership in the HOA by all owners of each residential lot within the Project; 6

ii. iii. Establish a system of governance of the HOA; Obligate the HOA to maintain, repair, and replace all non-publically owned common areas, facilities, and roads in the neighborhood; iv. Provide for the imposition of mandatory assessments and charges upon each residential lot in the Project to provide the funds necessary and sufficient for the HOA to fulfill all of its duties and responsibilities under the Declaration, and provide that the mandatory assessments and charges are personal obligations of the respective owner(s) of each residential lot and liens on respective lot assessed until paid; v. Establish use restrictions to provide for the protection and preservation of the non-publically owned common areas, facilities, and roads in the neighborhood; vi. Provide that if the HOA forfeits its corporate charter, otherwise ceases to exist, or fails or refuses to fulfill its responsibility to maintain, repair, and replace non-publically owned common areas, facilities, and roads in the neighborhood, the Town, after written notice sent to the HOA if it is in existence, or to the last Resident Agent of the HOA if it has forfeited its corporate charter, or has otherwise ceased to exist, may assume some or all of the rights and responsibilities of the HOA to maintain, repair, and replace non-publically owned common areas, facilities, and roads and may impose mandatory assessments and charges that are personal obligations of the owner(s) of each respective residential lot within the Project and liens on the respective lot to the same extent, with the same rights and priorities, and collectible in the same manner as Town real property taxes. 9. Payment of Annexation Costs and Expenses. a. MP shall pay to the Town, all costs and expenses of the Town, exclusive of costs of internal Town staff time, associated with proceedings for the annexation of the Tract and any 7

subsequent referendum or litigation arising out of or related to the annexation, this Agreement, and the development of the MP Parcel as authorized by the annexation and this Agreement. These costs and expenses include, but are not limited to, attorney fees and expenses, publication costs, recording fees, and costs and expenses, including any attorney fees, associated with any referendum election required to be conducted on the annexation and any litigation arising out of or related to the annexation, this Agreement, or development of the MP Parcel as authorized by the annexation and this Agreement. b. MP shall pay to the Town, before the Town Council takes any action on a resolution to annex the Tract, all costs and expenses incurred by the Town in connection with the annexation proceeding, and those additional costs and expenses reasonably estimated by the Town to be incurred in the future, including costs and expenses for any anticipated referendum or litigation as described in Paragraph 9.a. Within thirty (30) days after the conclusion of all annexation proceedings, and any subsequent referendum or litigation, the Town shall refund to MP, any monies paid in excess of the Town s actual costs and expenses associated with the annexation proceeding, referendum or litigation. MP shall pay to the Town from time to time, within thirty (30) days after demand by the Town, the difference between monies previously paid by it and the Town s actual costs and expenses associated with the annexation proceeding and any referendum or litigation. 10. Notices. Any notice required to be given pursuant to this Agreement shall be given in writing by postage prepaid certified mail, return receipt requested, to the parties at the following addresses, or at such other address as one party may provide to the other by written notice in the manner required by this paragraph: 8

As to the Town: As to MP: Town of La Plata c/o Chief Executive Officer 305 Queen Anne Street P.O. Box 2268 La Plata, Maryland 20646-2268 Mallards Pond, LLC c/o W. Kent Chadwick, Manager Post Office Box 2270 La Plata, Maryland 20646 With a copy to: Stephen H. Scott, Esquire Scott Law Group, LLC 204 Washington Avenue, Suite 200 Post Office Box 1990 La Plata, Maryland 20646 11. Agreement Constituting Covenants Running With the Land. Petitioner hereby declares that, from and after the date of this Agreement, and subject to the satisfaction of the condition precedent specified in Paragraph 2 above, the MP Parcel shall be held, conveyed, encumbered, sold, leased, rented, used, occupied and improved subject to such covenants, conditions, restrictions, use limitations, easements, obligations and equitable servitudes as are set forth in this Agreement, all of which covenants, conditions, restrictions, use limitations, easements, obligations, and equitable servitudes shall be deemed to run with and bind to the land and be binding on the Petitioner, its successors and assigns, and shall not be construed merely as personal obligations or covenants of the Petitioner, and shall be for the benefit of the Town, its successors and assigns, and enforceable by it at law or in equity. This Agreement shall be recorded among the Land Records of 9

Charles County, Maryland, at the expense of the Petitioner following the satisfaction of the conditions precedent set forth in Paragraph 2 above and as provided in Paragraph 25 below. 12. Noncontestibility of Agreement. MP agrees not to challenge or contest, and waive any right to challenge or contest, in any legal or equitable proceeding, in any forum whatsoever, the validity, legality or enforceability of this Agreement or any or all of its provisions, terms or conditions. 13. Enforcement. a. If any covenant, condition, restriction, provision, obligation or term of this Agreement (collectively, the Obligation ) which is the responsibility of the Petitioner to fulfill is not satisfied within the time specified in this Agreement, time being of the essence, the Town may refuse to accept or process applications requested by MP, and may refuse to issue or grant any further building permits, use permits, occupancy permits, subdivision approvals or other permits or approvals required for any development or construction on the MP Parcel, and such party waives its right to compel or require the Town to accept, process, issue or grant any such applications, permits or approvals, until the Obligation has been satisfied. b. Any monies not paid to the Town as required by this Agreement within thirty (30) days after demand by the Town shall bear interest on the unpaid amount at the rate of ten percent (10%) per annum from the date of demand until paid. c. The remedies and limitations set forth in Paragraphs 13.a. and 13.b. are in addition to, and not in lieu of, any other rights and remedies available to the Town, and to any other person to be benefited by any provision or term of this Agreement, under this Agreement, in law or equity. 10

14. Governing Law. This Agreement is being executed and delivered, and is intended to be performed, in the State of Maryland, and shall be interpreted, construed and enforced in accordance with the laws of such State without regard to those principles governing conflicts or choice of laws. 15. Gender Based Terminology. In construing this Agreement, feminine, neuter or plural nouns and pronouns shall be substituted for those masculine or singular in form, and vice versa, in any place in which the context so requires. 16. Agreement Prepared by All Parties. This Agreement has been prepared by both parties hereto, and the language used in this Agreement shall not be construed in favor of or against any particular party or parties. 17. Explanatory Statement Material. The provisions stated and contained in the EXPLANATORY STATEMENT above are intended to be a material part of this Agreement and are not merely prefatory in nature. 18. Entire Understanding. This Agreement contains the entire understanding of the parties and there are no representations, warranties, covenants, or undertakings other than those expressly set forth herein. 19. Scope of Agreement. All of the promises, stipulations, obligations, covenants, terms, conditions, restrictions, use limitations, equitable servitudes, easements and agreements herein contained shall inure to the benefit of and shall apply to, bind, and be obligatory upon the parties hereto and the heirs, personal 11

representatives, successors and assigns of each whether so expressed or not. 20. Modification of Agreement. a. This Agreement shall be modified, amended, supplemented or rescinded only in the manner set forth in this Paragraph 20, unless other requirements are expressly provided by law. b. A modification, amendment, supplementation or rescission of this Agreement shall be effective only if it is made in writing, is executed with the same formality as this Agreement, refers to the date of the public hearing referred to in subparagraph 20.c., and is recorded among the Land Records of Charles County, Maryland. c. A modification, amendment, supplementation or rescission of this Agreement shall not be effective unless approved by the La Plata Town Council after a public hearing first has been held before the Council, notice of which public hearing has been given by publication at least once a week for two (2) successive weeks in a newspaper of general circulation in the Town, the last such publication being not less than five (5) nor more than ten (10) days before the public hearing. The notice shall advise the date, time, place and purpose of the public hearing, sufficient to advise the public of the nature of the proposed modification, amendment, supplementation or rescission. 21. Severability. If any provision of this Agreement is held to be invalid or unenforceable, all other provisions hereof shall nevertheless continue in full force and effect. 22. Time of Essence. Time is of the essence in this Agreement, and of the performance of all obligations under this Agreement. 23. Attorney s Fees Upon Breach. 12

If Petitioner breaches any part of this Agreement, MP shall pay the reasonable attorney s fees, court costs, cost of suit, and expenses incurred by the Town in enforcing the provisions of this Agreement with respect to said breach or in obtaining damages therefor. 24. Effect of Waiver on Breach. The waiver by either party hereto of a breach of any provision of this Agreement shall not operate or be construed as a waiver of such breach by any other party, as an amendment of this Agreement, or as a waiver of any subsequent breach of the same or any other provision of this Agreement by the waiving party or by any other party hereto. 25. Recordation of Agreement. Upon enactment of the annexation resolution and satisfaction of the conditions precedent set forth in Paragraph 2 above, the Town shall record this Agreement, at the expense of MP, among the Land Records of Charles County, Maryland. 26. Duplicate Counterparts. This Agreement may be executed by the various parties on several separate counterparts hereof, all of which shall together be valid and fully binding upon the parties hereto notwithstanding the fact that the undersigned parties may not have signed the same counterpart. 27. Continuing Rights of Town. This Agreement does not inhibit or restrict the authority of the Town Planning Commission, Design Review Board, and other Town boards, commissions, agencies and officials to exercise their respective governmental powers as accorded by law. IN WITNESS WHEREOF, and as of the day and year first hereinabove written, the parties hereto have affixed below their respective signatures and seals to multiple counterparts of this 13

Agreement, any of which shall be deemed to be an original. ATTEST: MALLARDS POND, LLC a Maryland limited liability company By: (SEAL) W. Kent Chadwick, Manager ATTEST: TOWN OF LA PLATA: (SEAL) Roy G. Hale, Mayor (SEAL) Joseph W. Norris, Councilman (SEAL) R. Wayne Winkler, Councilman (SEAL) Lynn D. Gilroy, Councilman (SEAL) C. Keith Back, Councilman (SEAL) Daniel J. Mears, Town Manager 14

LIST OF EXHIBITS: Exhibit A Exhibit B Exhibit C Exhibit D Exhibit E Exhibit F Metes and bounds Description of the Tract Metes and bounds Description of the MP Parcel Metes and bounds Description of Parts of Lee and Scroggins Streets Site Plan Elevations and Features Exhibit Proposal for Drainage Improvements at the intersection of Chesapeake Street and U.S. Route 301 [NOTARIES ON FOLLOWING PAGES] 15

STATE OF MARYLAND, CHARLES COUNTY, to wit: I, the undersigned, a Notary Public in and for the State and County aforesaid, do hereby certify that on this, 20162017, appeared W. KENT CHADWICK, known to me or satisfactorily proven to me to be the Manager of MALLARDS POND, LLC, and the person whose name is subscribed to the within Annexation Agreement, and said person acknowledged the within Annexation Agreement to be the act of said MALLARDS POND, LLC, for the purposes therein contained. AS WITNESS my hand and Notarial Seal. STATE OF MARYLAND, CHARLES COUNTY, to wit: Notary Public My Commission Expires: I, the undersigned, a Notary Public in and for the State and County aforesaid, do hereby certify that on this, 20162017, appeared ROY G. HALE, MAYOR OF THE TOWN OF LA PLATA, known to me or satisfactorily proven to me to be the person whose name is subscribed to the within Annexation Agreement, and said person acknowledged the within Annexation Agreement to be said person s act as Mayor for the purposes therein contained. AS WITNESS my hand and Notarial Seal. STATE OF MARYLAND, CHARLES COUNTY, to wit: Notary Public My Commission Expires: I, the undersigned, a Notary Public in and for the State and County aforesaid, do hereby certify that on this, 20162017, appeared JOSEPH W. NORRIS, COUNCILMAN OF THE TOWN OF LA PLATA, known to me or satisfactorily proven to me to be the person whose name is subscribed to the within Annexation Agreement, and said person acknowledged the within Annexation Agreement to be said person s act as Councilman for the purposes therein contained. AS WITNESS my hand and Notarial Seal. Notary Public My Commission Expires: 16

STATE OF MARYLAND, CHARLES COUNTY, to wit: I, the undersigned, a Notary Public in and for the State and County aforesaid, do hereby certify that on this, 20162017, appeared R. WAYNE WINKLER, COUNCILMAN OF THE TOWN OF LA PLATA, known to me or satisfactorily proven to me to be the person whose name is subscribed to the within Annexation Agreement, and said person acknowledged the within Annexation Agreement to be said person s act as Councilman for the purposes therein contained. AS WITNESS my hand and Notarial Seal. STATE OF MARYLAND, CHARLES COUNTY, to wit: Notary Public My Commission Expires: I, the undersigned, a Notary Public in and for the State and County aforesaid, do hereby certify that on this, 20162017, appeared LYNN GILROY, COUNCILMAN OF THE TOWN OF LA PLATA, known to me or satisfactorily proven to me to be the person whose name is subscribed to the within Annexation Agreement, and said person acknowledged the within Annexation Agreement to be said person s act as Councilwoman for the purposes therein contained. AS WITNESS my hand and Notarial Seal. STATE OF MARYLAND, CHARLES COUNTY, to wit: Notary Public My Commission Expires: I, the undersigned, a Notary Public in and for the State and County aforesaid, do hereby certify that on this, 20162017, appeared C. KEITH BACK, COUNCILMAN OF THE TOWN OF LA PLATA, known to me or satisfactorily proven to me to be the person whose name is subscribed to the within Annexation Agreement, and said person acknowledged the within Annexation Agreement to be said person s act as Councilman for the purposes therein contained. AS WITNESS my hand and Notarial Seal. Notary Public My Commission Expires: 17

STATE OF MARYLAND, CHARLES COUNTY, to wit: I, the undersigned, a Notary Public in and for the State and County aforesaid, do hereby certify that on this, 20162017, appeared DANIEL J. MEARS, TOWN MANAGER OF THE TOWN OF LA PLATA, known to me or satisfactorily proven to me to be the person whose name is subscribed to the within Annexation Agreement, and said person acknowledged the within Annexation Agreement to be said person s act as TOWN MANAGER for the purposes therein contained. AS WITNESS my hand and Notarial Seal. Notary Public My Commission Expires: 18

EXHIBIT A Metes and Bounds Description of the Tract 19

EXHIBIT B Metes and Bounds Description of the MP Parcel 20

EXHIBIT C Metes and Bounds Description of Parts of Lee and Scroggins Streets 21

EXHIBIT D Site Plan 22

EXHIBIT E Architectural Features Exhibit 23

EXHIBIT F Proposal for Drainage Improvements at the Intersection of Chesapeake Street and U.S. Route 301 24