NEW MARKET BYPASS MEMORANDUM OF UNDERSTANDING

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Brice Neal
5 years ago
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1 NEW MARKET BYPASS MEMORANDUM OF UNDERSTANDING THIS MEMORANDUM OF UNDERSTANDING ( MOU ), is made this day of, 2014, by and between the BOARD OF COUNTY COMMISSIONERS OF FREDERICK COUNTY, MARYLAND, a body corporate and politic of the State of Maryland (hereinafter referred to as the County ), and THE TOWN OF NEW MARKET, a municipal corporation of the State of Maryland (hereinafter referred to as the Town ). WHEREAS, the Town intends to annex /- acres of land (the Property") as is more fully described in an Annexation Resolutions and introduced by the Town on February 18, 2014, comprising the lands described therein of Charlyn, LLC and Justron, LLC (owning acres+/-) and Delaplaine Trust B (owning acres +/-) (collectively, the Owners ); and WHEREAS, MS Charlyn Farm, LLC and MS Justron Farm, LLC (collectively, the "Developers") as contract purchasers of the portion of the Property owned by Charlyn, LLC and Justron, LLC, and Miller & Smith, LLC, as Phasing Guarantor (who shall guaranty to the Town the completion of each phase of the New Road at the same time as Developer bonds each phase in accordance herewith, propose to enter into an "Agreement Regarding Construction, Maintenance and Dedication of New Road with the Town" (the "Road Agreement") consistent with the provisions of this MOU, and requiring the Developers to construct in phases as development proceeds a new transportation corridor facility (the "New Road") to County standards (the New Road planned location and features are shown and described on Exhibit A, which is attached hereto and made a part hereof by reference); and WHEREAS, as a condition of annexation, the Town will require Owners to dedicate to the County a portion of the Property for the construction of the new transportation corridor facility road (the "Dedicated Area"); and WHEREAS, the parties hereto intend that a portion of the New Road will be maintained and controlled by the County (the County Portion ) and a portion of the New Road will be maintained and controlled by the Town (the Town Portion ), the County Portion and the Town Portion being depicted on Exhibit A, and WHEREAS, this MOU, as well as the applicable laws and regulations, shall govern the County s and the Town s review and approval of the design, inspection, construction, plats, and maintenance responsibilities of the New Road; and WHEREAS, for the purpose of memorializing the understanding of the County and Town with respect to the above-referenced matters, the parties hereto have entered into this MOU. NOW, THEREFORE, THIS MEMORANDUM OF UNDERSTANDING, WITNESSETH, that for and in consideration of $1.00, the mutual promises herein set forth, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows.

2 1. Recitals. The foregoing recitals are incorporated as if fully restated herein. 2. Dedication to the County. As a condition of annexation of the Property, the Town will require the Owners to dedicate the County Portion to the County, by plat of dedication, in a form consistent with this MOU and the Annexation Agreements between the Town and Charlyn, LLC and Justron, LLC, and between the Town and Delaplaine Trust B and otherwise acceptable to the County. The dedication shall provide that the Owner shall not erect any building or other structure (not including sewer, water, stormwater management and any other utilities permitted in advance in writing by the Town and the County), in the County Portion which would materially impede or interfere with the construction of the New Road in the County Portion. The Town and the County shall have reasonable access to the County Portion for all reasonable purposes not in conflict with the agricultural and other permitted uses and activities of the Owners, their successors and permitted assigns as aforesaid. 3. Dedication to the Town. As a condition of annexation of the Property, the Town will require the Owners to dedicate the Town Portion to the Town, by deed and/or plat of dedication, in a form acceptable to the Town, and consistent with the Annexation Agreements between the Town and Charlyn, LLC and Justron, LLC, and between the Town and Delaplaine Trust B. 4. Plan Review/Inspections. All improvement plans, construction drawings, preliminary and final plats, public works agreements, construction cost estimates, permit applications, financial guarantees and other documents associated with the construction of the New Road within the County Portion shall be reviewed by and approved by the County, with the exception of any Town utilities in the County Portion. All improvement plans, construction drawings, preliminary and final plats, public works agreements, construction cost estimates, permit applications, financial guarantees and other documents associated with the construction of the New Road within the Town Portion shall be reviewed by and approved by the Town, with the exception of any County utilities in the Town Portion. All required inspections of improvements within the Town Portion and the County Portion, shall be the sole responsibility of the Town and the County, respectively, with the exception of any portions within State Highway Right-of- Way. All surety bonds and letters of credit for public improvements on the County Portion shall be issued solely to the County, and all completion bonds and letters of credit for public improvements to the Town Portion shall be issued solely to the Town. Notwithstanding the foregoing, nothing in this paragraph shall affect the requirements for approval of the proposed development of the Property under the applicable ordinances of County or the Town. 5. Maintenance and Repair Costs. The Town hereby agrees that, after all or any part of the Town Portion has been constructed and accepted by the Town, and upon termination of the maintenance responsibility for the Town Portion by the Developers, all maintenance, repair and rebuilding costs for the Town Portion shall be the sole responsibility of the Town. The County hereby agrees that, after all or any part of the County Portion has been constructed and accepted by the County, all maintenance, repair and rebuilding costs for the County Portion shall be the sole responsibility of the County. Unless otherwise agreed in writing by the parties, the Town shall have no responsibility for annual or capital expenses related to the County Portion 2

3 and the County shall have no responsibility for annual or capital expenses for the Town Portion. For purposes of this MOU, annual expenses shall include but not be limited to costs for routine road maintenance; bridge inspection; small structure inspection; and capital expenses shall include but not be limited to all project costs (including project management, design, inspection, construction and any other associated costs) for surface coat; mill/patch and overlay; full depth reclamation; bridge painting (as applicable); bridge deck replacement (as applicable); removal of existing structure; bridge replacement (as applicable); small structure replacement; and any other construction/maintenance activities to maintain the facility in good condition and meet current Town or County standards, without limitation. 6. Access and Future Improvements. The Town hereby agrees that the County shall, in its sole discretion, make all decisions concerning access to and future improvements to the County Portion and the County hereby agrees that the Town shall, in its sole discretion, make all decisions concerning access to and future improvements to the Town Portion. Notwithstanding the foregoing, the portion of the New Road through the lands of Delaplaine Trust B shall provide all necessary and reasonable curb cuts on either side of such road to provide future access into the Delaplaine Trust B property, as same may be approved by the trustees of Delaplaine Trust B, their successors and assigns, in their reasonable discretion, and subject to approval by the Planning Commission of the Town and the applicable ordinances of the Town. In addition, the New Road shall provide access to the Town land, including the Linganore, Oakdale, Urbana Youth Athletic Association, Inc. (LOUYAA) athletic fields. 7. Notices. Notices to be provided to either party shall be sent to County: Director, Frederick County Town: Mayor Division of Public Works The Town of New Market Winchester Hall P.O. Box E. Church Street 39 W. Main Street Frederick, MD New Market, MD IN WITNESS WHEREOF, the parties have caused these presents to be executed by their proper officers thereunto duly authorized the day and year first written. WITNESS/ATTEST: BOARD OF COUNTY COMMISSIONERS OF FREDERICK COUNTY, MARYLAND, a body corporate and politic of the State of Maryland By: Blaine R. Young, President THE TOWN OF NEW MARKET, a municipal corporation of the State of Maryland 3

4 Town Clerk BY: Winslow F. Burhans, III, Mayor STATE OF MARYLAND, COUNTY OF FREDERICK, TO WIT: I HEREBY CERTIFY, that on this day of, 2014, before me, the subscriber, a Notary Public in and for the State and County aforesaid, personally appeared Blaine R. Young, President of the Board of County Commissioners of Frederick County, Maryland, a body politic and corporate of the State of Maryland, and acknowledged the aforegoing instrument to be the act of said body politic and corporate; and at the same time, he made oath in due form of law that he is the President of said body politic and corporate and is duly authorized to make this acknowledgement on its behalf. WITNESS my hand and Notarial Seal. My Commission expires: NOTARY PUBLIC STATE OF MARYLAND, COUNTY OF FREDERICK, TO WIT: I HEREBY CERTIFY, that on this day of, 2014, before me, the subscriber, a Notary Public in and for the State and County aforesaid, personally appeared Winslow F. Burhans, III, Mayor of The Town of New Market and acknowledged the aforegoing instrument to be the act of The Town of New Market, a body corporate and politic of the State of Maryland, and at the same time, acknowledged that he is the Mayor of said municipal corporation and is duly authorized to make this acknowledgement on its behalf. WITNESS my hand and Notarial Seal. My Commission expires: NOTARY PUBLIC 4

5 PROPOSED ROAD "NEW MARKET BYPASS" NOT TO SCALE 'Vt: ' _ 0'/-'0 #<?-- ;;(. (S) \=- -; PROPOSED BRIDGE "Z L. :4. -; Proposed maintenance limits: _ County maintained (includes bridge) City maintained EXHIBIT A NEW MARKET BYPASS PROPOSED ROAD ALIGNMENT Based on proposed alignment developed by Bowman Consulting GrouP. Ltd. Dated _._-----_ _._----

DECLARATION OF COVENANT. Made this day of, 20, by. and, ( Owner(s) ) WITNESSETH:

DECLARATION OF COVENANT. Made this day of, 20, by. and, ( Owner(s) ) WITNESSETH: DECLARATION OF COVENANT Made this day of, 20, by and, ( Owner(s) ) (names of the owners of the properties involved). WITNESSETH: WHEREAS, the Owner(s) is (are) the title owner(s) in fee simple of two contiguous