The Town of New Market

THE TOWN OF NEW MARKET

ANNEXATION PLAN

Property Owners: Justron, LLC (“Smith Property”) P.O. Box 222 New Market, Maryland 21774

Charlyn, LLC (“Cline Property”) 5920 Boyers Mill Road New Market, Maryland 21774

Developer MS Justron Farm, LLC & MS Charlyn Farm, LLC

Acres: 262.4080 acres

Property Location: The Smith Property and Cline Property (hereinafter collectively the “Property”) are located west of the Town’s current corporate boundary along Boyers Mill Road and north of Maryland Route 144.

In accordance with §§ 4-401, et seq., of the Local Government Article of the Annotated Code of Maryland, the Town of New Market Maryland (the “Town”) adopts this annexation plan. While the statute only requires consideration of the extension of municipal services into the area to be annexed, this Plan also addresses other services provided by Frederick County (the “County”), including police, fire protection, emergency response, libraries, public education and utilities.

I. LAND USE PATTERN

The proposed zoning for the Property is the Town’s R-2 Medium Density Residential, which permits Planned Development District (“PDD”) floating zones. The proposed zoning is inconsistent with the County’s current Agricultural zoning. However, the County has placed the Property within the Community Growth Limit of the Town. Section 4-416 of the Local Government Article of the Annotated Code of Maryland provides for express approval of the proposed zoning classification by the Board of County Commissioners. The Town’s Land Use Map designates the Property as being located within the Town’s Planning Area and Annexation Area.

The Land Development Ordinance of the Town permits PDD floating zones, which would require that the area of the Property used for residential purposes be planned for development at a rate of at least 3.5 dwelling units per net acre.

The Town’s Municipal Growth Element includes the Property within the annexation area proposed for planned residential development. The annexation of the Property into the Town is consistent with the Municipal Growth Element.

By letter dated January 12, 2012, the Maryland Department of Planning endorsed the annexation of the Property into the Town and recommended that the Town, rather than the County, oversee the development of the Property.

II. PUBLIC SERVICES AND FACILITIES

A. WATER AND SEWER

The County supplies public water to the Town pursuant to a Water Service Area Agreement (“WSAA”). Under the WSAA, the County is the sole provider of water and sewer service. The County has the responsibility for planning, developing and operating the water and sewer infrastructure to serve properties within the County’s service areas. The Town does not provide municipal water service. It is anticipated that 925 water taps will be allocated to serve the Property. Extension of utility lines to serve new development in the area to be annexed shall be at the expense of the owners or developers of the Property. Existing County water and sewer lines traverse the eastern section of the Property and the entire road frontage of Boyers Mill Road.

To the extent not already constructed and in place, the design, engineering and installation of appropriately sized and constructed mains, laterals, hydrants, and valving will be the responsibility of the owners or developers of the Property.

Water service to the Property is expected to be provided by one of two existing County water system zones. Each zone is served by one of two water storage tanks, each of which has a storage capacity of two million gallons. The Jordan (Greenview PUD) tank is located approximately one-half mile west of the Property and the Monrovia tank is approximately two miles south of the Property.

Sewer service to the Property is expected to be provided by way of the County’s Linganore Interceptor located to the Northwest of the subject property. It is anticipated that 925 sewer taps will be allocated to serve the Property, to correspond with the anticipated water taps for the development envisioned. The flow will eventually reach the County’s Bush Creek Sewer Interceptor, which will convey sewage to the Ballenger-McKinney Waste Water Treatment Plant (“Ballenger-McKinney WWTP”).

The County’s Comprehensive Plan designates the Town as a Community Growth Area (the “CGA”). The CGA includes land outside of the Town’s corporate boundaries where residential, commercial, and employment uses will be concentrated and future municipal annexation areas have been designated. The CGA is planned for public facility and infrastructure financing and improvements. A higher level of available community services such as public water and sewer service is contemplated within the CGA. Water and sewer service is planned for the CGA whereas areas beyond the CGA are to be served by future individual well and septic systems.

The Town's water resources element is largely derived from the County's water resources element. Frederick County’s Water Resource Element (the “County’s WRE”), adopted in September 2010, provides detailed information on the County’s water and sewer system

2 capacity. The County’s WRE, shows that the New Market CGA is served by the County’s New Design Road (Potomac River) water supply system, which has a current maximum capacity of 25 millions of gallons per day (“MGD”) and has been planned (and constructed) so that it can be expanded from 25 MGD to 45 MGD. The County’s wastewater treatment capacity, as shown in the County’s WRE, reflects current, approximate design capacities and current demand of the individual County systems. The Ballenger-McKinney WWTP, the County’s largest planned wastewater treatment facility, which is currently under a major upgrade and expansion to 15 MGD, will provide service to most of the County’s sewer system customers, including those within the Town.

The County’s WRE, and the Town’s Master Plan, including its Water Resources Element and Municipal Growth Element, reflect the intention, ability, and sufficient capacity to serve the Property with water and sewer service. As set forth above, since the County is the only planned source for water and sewer for the Town, the development of the Property will be contingent upon securing adequate water and sewer allocations from the County via amendment to the WSAA.

The dedication of land for the construction of a sewer pumping station on the Property is necessary for the Property’s proposed use. The design, engineering and installation of such a sewer pumping station will be the responsibility of the owners or developers of the Property. The Town and County shall inspect the entire infrastructure and approve the engineering, construction, and installation before accepting the sewer pumping station as part of the water system. No other land is anticipated to be needed for the extension of water and sewer capacity to serve the Property.

B. ROADS

ROAD NETWORK

Road Name Classification Current Ownership

Boyers Mill Road Minor Arterial Street County

Mussetter Road Collector County

Main Street Minor Arterial State Old National Pike Minor Arterial State (Maryland Route 144)

Green Valley Road Minor Arterial State (Maryland Route 75)

Old New Market Road Collector County (Maryland Route 874)

The Property has road frontage on Boyers Mill Road and abuts the eastern terminus of Mussetter Road, both of which are maintained by the County.

The Town's Municipal Growth Element recommends the annexation of the Property as a critical component of the construction of a bypass serving the Town, which will extend Mussetter Road from its current western terminus through the Property, Town-owned land, and the Delaplaine Property to its proposed eastern terminus at Maryland Route 75 (the “Bypass”). This planned Bypass is intended to substantially improve circulation and alleviate congestion on Main Street.

According to the Municipal Growth Element: (1) new development should be approved which will contribute to improvements in safety and traffic flow in the New Market Planning Area; and (2) in view of the substantial existing development and new development planned for the Lake Linganore area and other areas to the northwest of New Market, the benefit which may be derived in constructing the proposed Bypass is of utmost importance to the Town.

A major planning concern for the Town is traffic and its effect on the Town’s sustainability, on the quality of life of its residents, and on existing and future commerce and tourism. There are significant traffic concerns for the Town. The Town has advised the State of Maryland and the County of those concerns for many years, and included consideration of the concern in several iterations of its comprehensive plan and traffic studies. Traffic studies support the need for the Bypass around the Town. Without such a Bypass, there is no other perceived alternative for addressing the Town’s traffic concerns.

The Property holds the key to the construction and dedication of the Bypass. The proposed alignment of the Bypass is included in the County's Comprehensive Plan. As a condition of approval by the Town and its Planning Commission of the development of the Property, the Developer shall construct the Bypass in phases, as development of the Property proceeds, for the purposes of serving the development of the Property and diverting a portion of existing and future peak-hour traffic flow from Main Street in the Town, together with a bridge, all utilities, signalization, intersection improvements, signage, slope and drainage facilities, and other applicable Frederick County design requirements for a two-lane, minor arterial classification roadway.

The Bypass shall be constructed by the Developer in accordance with the Town and County’s standards and specifications in effect at the time of construction. A portion of the Bypass shall be offered for dedication to public use to the Town (hereinafter the “Town Portion”) and a portion of the Bypass shall be offered to the County (hereinafter the “County Portion”), both of which shall meet the respective Town and County requirements for acceptance. The construction shall be Developer-funded and performed in accordance with County government standards and specifications, and such public works or performance agreements as are required at the time of construction. Upon completion and acceptance, the Town Portion shall be maintained by the Town, and the County Portion shall be maintained by the County. 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. After all or

4 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. A copy of a proposed draft “New Market Bypass Memorandum of Understanding” between the County and the Town is attached hereto as Exhibit A.

It is expected that as a condition of the annexation agreements for the Property and the Delaplaine Property, the appropriate parties will grant the necessary right of way to construct the Bypass over the Property, the Delaplaine Property and the Town-owned land. A copy of a proposed draft “Annexation Agreement” between the Town and the Property Owners is attached hereto as Exhibit B. It is anticipated that as a condition of the annexation agreement for the Property, the Town and Developer will enter into a road construction agreement for the Bypass pursuant to which the Developer will provide bonding to the appropriate governmental authorities, on a phase by phase basis, for the construction of the Bypass (the “Agreement Regarding Construction, Maintenance and Dedication of New Road” also known as the “New Road Construction Agreement”). A copy of a proposed draft Agreement Regarding Construction, Maintenance and Dedication of New Road between the Town and Developer is attached hereto as Exhibit C. Additionally, the Agreement Regarding Construction, Maintenance and Dedication of New Road will require the Developer to place into escrow with the Town a payment of not less than $8,000 from the sale and settlement of each dwelling unit constructed on the Property, that will be held by the Town and used (if necessary) toward funding the final phase of construction of the Bypass until such time as that final phase is bonded by Developer.

The Municipal Growth Element contemplates a collector road parallel to Maryland Route 144 to permit traffic from points west of the Town to reach Maryland Route 75. The collector road should be located no farther north than a line extending westward from Crickenberger Road to connect with Boyers Mill Road, which is consistent with the proposed alignment of the Bypass, providing a strong rationale for annexation. Underscoring the importance to the Town of the proposed Bypass, the annexation of the Property was initiated by resolution of the Mayor and Council, not by petition of the Property Owners.

All other transportation infrastructure related to the development of the Property shall also be developer funded. Planned improvements, expansions, and new construction of roads relating to the annexation of the Property should be closely coordinated with the County and State Highway Administration.

C. POLICE SERVICES

POLICE

Potential Residential Build Out 925 Units

Potential Police Needs 2 Officers

Based on analysis of the Town's Comprehensive Plan and experience over time, it is estimated that two additional police officers will be required to maintain the present population ratio and level of service provided by the Frederick County Sheriff’s Department (“FCSD”) as a result of the proposed annexation of the Property.

The Town is included in Patrol Area 4. A deputy is assigned to patrol the area during all duty shifts. When required, a second deputy may be assigned to the area. This is the coverage the Town receives on a regular basis. Given the Town’s location along a state highway and its proximity to the I-70/MD Route 75 interchange, police presence in the Town is considered adequate.

As indicated in the Municipal Growth Element, the Town participates in the FCSD’s Extra Duty Hours program. The Town budgets approximately $15,000 per year or $42.00 per household annually for the service. The Town receives approximately 300 hours of Sheriff’s Deputy time, which amounts to an average of 5 3/4 hours per week. Most of the police activity is focused on vehicle speed enforcement.

The Town is not a high crime area. The rule of thumb for police protection is one police officer for every 750 persons. The Town does not experience a high crime rate and does not anticipate requiring service at the indicated aspirational level. Should additional police protection be indicated, extra duty hours with FCSD or addition of a Community Deputy may be considered.

It is anticipated that the financing of additional police protection resulting from the annexation would be similar to the financing the Town already has in place, i.e., general revenues of the Town, supplemented by available law enforcement grants and funding programs. No dedication of land for police-related facilities on the Property is needed for the proposed use. No additional land is contemplated to be needed to provide adequate police protection for the Property.

D. FIRE, EMS, AND RESCUE SERVICES

FIRE AND RESCUE

Distance to Fire Service 1 mile

Distance to Ambulance Service 1 mile

The Town does not provide municipal fire or rescue service. The primary service provider to Property is the New Market Fire Station located at 76 West Main Street in the Town.

Statistically, Frederick County has a fire-rescue call volume of one (1) response per 7.5 people.

The Frederick County Division of Fire and Rescue Services provides staffing for five (5) fire and rescue personnel Monday through Friday from 6:00 a.m. to 6:00 p.m. Frederick County provides three (3) fire and rescue personnel during evenings and weekends.

According to the County’s Comprehensive Plan, an East County fire station is being planned for a location between the Town and Mount Airy along Old National Pike.

Since the Town does not provide fire and rescue services, no financing by the Town is necessary. No dedication of land for the construction of fire and rescue-related facilities on the Property is necessary for the Property’s proposed use and development.

E. SCHOOLS

FREDERICK COUNTY PUBLIC SCHOOL CAPACITY

Name of School School Capacity

Deer Crossing ES 91%

Oakdale MS 105%

Oakdale HS 75%

Projected Student Yield from Annexation ES Students: 275 to 285 (314) MS Students: 114 to 118 (139) HS Students: 149 to 154 (194)

The Property will be served by Deer Crossing Elementary School (“DCES”), Oakdale Middle School (“OMS”), and Oakdale High School (“OHS”).

Using the current pupil yield rates for the three attendance areas, the proposed 925 dwelling units could generate between 275 and 285 elementary, 114 and 118 middle, and 149 and 154 high school students, based upon the anticipated mix of single family and townhouse unit types.

The actual September 2013 enrollments, and the ten-year projected enrollments for DCES, OMS and OHS can be found in the Fredrick County Public Schools (“FCPS”) FY 2014-2019 Superintendent’s Recommended Facilities Master Plan, the Revised September 2013 Enrollment Predictions. DCES was at 91% of state rated capacity (SRC), OMS at 105% and OHS at 75% in September 2013. New Market Middle School is currently at 105% of state rated capacity and is projected to be at 56% as of 2021. It is expected that reasonable redistricting that keeps Town of New Market middle school students in New Market Middle School will mitigate the impact on OMS.

Based on historic grade succession rates and existing neighborhood demographics, all three schools are expected to experience continued enrollment growth over the next ten years. DCES is projected to be at 98% of SRC in 2015 and at 116% in 2021. OMS is projected to be at 103%

7 of SRC in 2015 and at 99% in 2021. OHS is projected to be at 78% of SRC in 2015 and at 83% in 2021.

The ten-year enrollment projections do not include potential students from approved residential developments that have begun construction. When the students from those developments will impact enrollments at DCES, OMS, and OHS is dependent on the timing and rate of construction for those developments. The additional students from the development of the Property will add to the enrollment growths at all three schools. The impact of additional students will be particularly experienced at DCES and OMS.

The County Comprehensive Plan identifies two new middle school sites in the New Market region, one in the location of the northeastern quadrant of Maryland Route 75 and Old National Pike and one on the north side of the Town of Mount Airy within the County.

There also is an elementary school site located on the Greenview Planned Unit Development, which is contiguous to the Property. That elementary school site is a 15-acre parcel and could accommodate a 460-seat elementary school. That site already has water and sewer lines running to it. Thus, it complies with the Smart Growth Vision relating to infrastructure. There are two other elementary school sites located in the New Market Region within close proximity to the Property, including an elementary school site in the Linganore Community, which was previously in the Woodridge area and later moved to the Town Center area of the Linganore PUD, and an elementary school site in Monrovia near the intersection of Ed McClain Road and Maryland Route 80. The impact fees to be paid by the Developer for the development of the Property into 925 dwelling units can be expected to contribute a significant amount of the required funding for the construction of a new elementary school. Even though the Property is not subject to the Frederick County Adequate Public Facilities Ordinance, it is anticipated that the annexation agreement for the Property will require the Developer to pay a fee to the County or Town that will be equivalent to the current “school construction fee” under the County’s APFO for each market rate, non-age restricted dwelling unit constructed on the Property.

The Town does not provide public education services. No additional dedication of land for the construction of schools on the Property is contemplated for the Property’s proposed use and development.

F. PARKS AND RECREATION/LIBRARIES

PARKS AND RECREATION (Assuming PDD Overlay)

Potential Residential Build Out 925 DU’s (estimated)

Public Open Space Dedication 65.6 acres (estimated)

Public Outdoor Recreational Uses Dedication 6.56 acres (estimated)

While no additional land is contemplated to be needed to provide adequate recreational capacity to serve new development proposed for the Property, as with any residential development, the owners or developers will be expected to dedicate land for public open space and recreational use. The Town’s Land Development Ordinance and Municipal Growth Element contemplate that 65.6 acres of the total site area of the Property would be preserved as public open space, and that at least 6.56 acres of that public open space area be dedicated and utilized for recreational purposes.

Presently the Town owns and maintains two parks. The first is located on East Main Street and consists of two basketball courts, a tennis court, and a playground. The second is located in the middle of Town on Main Street. It consists of a water fountain surrounded by a resting area with park bench seating. The Town also owns the 100 acre forest open space and park, a portion of which is forested, and a portion of which is used by the Linganore, Oakdale, Urbana Youth Athletic Association for youth athletic fields. The area is depicted as a Community Park in the County’s Comprehensive Plan. The County’s Old National Pike District Park is located to the east of and in close proximity to the Town.

The New Market Elementary and Middle Schools participate in Frederick County’s School Community Center Program. The schools provide their facilities for a variety of youth and adult activities after school, evenings and weekends. Additionally, the County’s Division of Parks and Recreation operates a recreation center at Deer Crossing Elementary School.

The County Comprehensive Plan identifies a location for a proposed Regional Park just west of the Town on the west side of Boyers Mill Road and south of Summerfield. A Regional Park is defined as a park with an acreage range of 100+ acres, a service area of 10+ miles, and amenities which may include a higher quantity of recreational facilities than County Community Parks and/or specialized facilities (e.g., natural areas, pools, multi-purpose buildings).

The Town does not currently have a public library. The closest libraries can be found in the Town of Mt. Airy, Maryland or the C. Burr Artz library in the City of Frederick, Maryland. There is a planned library site shown in the Linganore Town Center area in the County Comprehensive Plan. The Town is contemplating requiring as a condition to annexation that a community room or portion of a community center be dedicated to the Town as part of the development of the Property for the purposes of housing certain Town resource materials, documents or archives. Given the proximity of existing library services, no additional land is needed to provide library accessibility to the area proposed for annexation.

G. STORMWATER MANAGEMENT

As with any development within the Town, the owners or developer(s) of the Property will be required by ordinance to design, construct, and maintain suitable stormwater management facilities for the project. As recommended in the Town’s Comprehensive Plan, the development plan for the Property is expected to be configured using conservation design techniques. Low Impact Design and Environmental Site Design practices and techniques will be implemented

9 throughout the proposed development to reduce increases in stormwater runoff rates and prevent increases in stream erosion, sediment transportation, and pollution.

Low Impact Design and Environmental Site Design techniques are expected to be implemented through the layout to limit disturbance to natural features, reduce impervious surfaces, and promote point-source runoff treatment. In the PDD approval process, natural buffer conservation, reduced width roadways, and pedestrian connectivity through “green” infrastructure areas may be considered which will reduce the impacts to the natural conditions of the site. Features such as open channel roadways, vegetated swales, natural buffers, and impervious area disconnections will be utilized to provide stormwater management treatment as opposed to relying solely on regional stormwater best management practices.

Environmental Site Design features can be implemented across the development by providing micro-scale stormwater management facilities. Vegetative swales, rain gardens, bio-retention areas, and infiltration facilities will be utilized to maintain the natural runoff conditions and ground water recharge rates of the natural site. These facilities will serve to reduce runoff rates from proposed roads, homes, sidewalks, and open areas and will improve the quality of site runoff by allowing pollutants in the runoff to filter through the ground or be absorbed by vegetation. Such facilities will improve the quality of streams, recharge the natural aquifer, and provide aesthetic site amenities and buffers for residents and pedestrians of the area.

These design practices and techniques are expected to be implemented along with larger centralized facilities where indicated, providing for additional stormwater management and flood control.

H. POTENTIAL IMPACT ON SENSITIVE AREAS

Any development that occurs within the Town will be required to avoid steep slopes, floodplains, and sensitive environmental areas. The owners and developer(s) of the Property will also be required to meet afforestation and forest conservation requirements.

The Property is adjacent to land previously donated to a local chapter of the Audubon Society. The proposed bypass will be located near a boundary of the Audubon land (the “Audubon Land”). Mitigation of identifiable potential adverse effects of the proposed Bypass on the Audubon Land should be considered during the site design and approval process by the Planning Commission, giving due consideration to the anticipated public and municipal benefit of the planned transportation facility.

I. COST TO THE TOWN FOR PROVIDING SERVICES

As with any proposed development within the Town, the owners and developer(s) of the Property are expected to comply with any annexation agreements and conditions of plan approval. The owners and developer(s) will be required to construct all infrastructure necessary to support the development proposed, including both on-site and off-site facilities where an appropriate nexus or contractual obligation exists. It is anticipated that the Town and County will share in the cost of maintaining the Bypass following dedication and acceptance.

J. MUNICIPAL GROWTH ELEMENT

The proposed annexation is consistent with, and recommended in, the Municipal Growth Element.

K. SCHEDULE FOR EXTENSION OF SERVICES

The extension of municipal services will commence immediately upon annexation as development proceeds. Police, emergency response and fire protection services will be financed in the same manner as currently established, and funded through general tax and other municipal revenues, including additional tax revenues generated by the proposed annexation and development. Extension of county water and sewer service will be financed by the owners or developers as development proceeds. Schools will be financed through public revenues and development exactions which may be required by the school administration or County government.