For a Sewage Pumping Station and a Portion Ofthe Force Main, On-Site Gravity Sewer Main, 8 Inch

Ring Factory Sewage Pumping Station Contract No. 19250 0 Units

THIS PUBLIC WORKS UTILITY AND RECOUPMENT AGREEMENT( PWUA) is for a Sewage Pumping Station and a portion ofthe Force Main, on-site Gravity Sewer Main, 8 inch

Water Main, 2 inch Water Service for Pumping Station and Temporary Access Road made and executed this 1 94 day of 0. 20L1, by and between HARFORD COUNTY, V 6 , MARYLAND, 220 South Main Street, Bel Air, Maryland 21014, a body corporate and politic ofthe

State of Maryland, sometimes hereinafter referred to as " County", and SOMERVILLE

PARTNERS, LLC, 303 International Circle, Suite 360, Hunt Valley, Maryland 21030, by Richard

Braver, Manager, the fee-simple owner of the below described property, hereinafter referred to as

Developer".

WHEREAS, the property known as Magness Overlook Phases I, II and III and Magness

Farms Phase I and II, Tax Map 56: Parcels 4, 8, 294, 526, 594( Lot 2) and 604( Lots 3& 4) known as the" Development"; and

WHEREAS, the Developer is the owner of a parcel of land located in Harford County,

Maryland, known as Magness Overlook Phase I, II and Phase III; and

WHEREAS, the Developer, intends at this time to develop only Phase I ofthe Development;

and

WHEREAS, the Development is not, at the present time, served by a community water and sewer system; and

WHEREAS, the Developer, desires and intends that the Development be served by a community water and sewer system, owned, operated and maintained by the County; and

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WHEREAS, the construction of the improvements shown on Contract No. 19250 entitled

Ring Factory Sewage Pumping Station and Force Main are required to serve the Development and are hereinafter referred to as the" Facilities"; and

WHEREAS, this Development is subject to the Ring Factory Pumping Station Policy as adopted in the Division of Water and Sewer Rules and Regulations hereinafter referred to as" RF1" and the Developer is required to construct the Ring Factory Sewage Pumping Station and 10"

Sewage Force Main to serve the Development; and

WHEREAS, the County will reimburse the Developer for a portion ofthe costs to construct the proposed Ring Factory Sewage Pumping Station and 10" Sewage Force Main in accordance with

RF1; and

WHEREAS, the Facilities are also dependent upon an existing gravity sewer line that was constructed and declared operational, on May 9, 2011 by the County, as part of the Richardson' s

Legacy subdivision; and

WHEREAS, said sewer is subject to a recoupment in accordance with the Harford County

Department of Public Works Division of Water and Sewer General Rules and Regulations; and

WHEREAS, the County is willing to accept the dedication ofthe Facilities to be constructed at the Developer's expense, except as specified herein, pursuant to the terms and conditions of this

Agreement; and

WHEREAS, the parties hereto desire to set forth in writing their respective rights, liabilities and duties with regard to the subject matter described herein.

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WITNESSETH, that for and in consideration ofthe above recitals, which are incorporated

herein, and the mutual conditions and promises contained herein, the parties hereto, intending to be

legally bound, agree as follows:

I. Documents.

The following documents are hereby made a part ofthis Agreement, are incorporated herein by reference, and must be complied with, by the Developer, unless otherwise provided herein:

A. The Harford County Department of Public Works Division of Water and

Sewer General Rules and Regulations which include the Harford County Water and Sewer Design

Guidelines, the Harford County Standard Specifications for Water Mains and Sewer Mains and an

Approved List of Materials, hereinafter collectively referred to as the " General Rules and

Regulations." Should such standards, specifications, and rules and regulations be modified

subsequent to the date ofthis Agreement, Developer shall comply with the most current standards,

specifications, and rules and regulations in force unless otherwise agreed by the County in writing.

B. Exhibit " A", a site location map depicting the general location of the

Facilities, the Development and Phases, to be developed by the Developer as a residential project.

C. Exhibit " B", a drawing illustrating the Ring Factory SPS & Force Main,

identifying the utilities and site work covered under County reimbursement.

D. Exhibit" C", a copy ofthe deed, showing all parties ofinterest, either legal or

equitable, in the land shown on Exhibit" A" and identified as Magness Overlook Phase I, II and III,

or intended to be benefitted by this Agreement.

E. Exhibit" D", copy ofthe Preliminary Plan Approval Letter dated May 7, 2013.

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F. Exhibit " E", a copy of RF1, dated March 28, 2011 and any amendments

thereto.

G. Exhibit " F", a copy of the Developer Built Pumping Station S.O.P.

Construction Phase Approval Process, dated February 2014(" SOP") and any amendments thereto.

H. Approved Ring Factory Sewage Pumping Station and Force Main

Construction Drawings and Specifications, Contract No. 19250, hereinafter referred to as

Drawings".

H. Design

A. The Developer has engaged an engineering firm to prepare all necessary

rights-of-way descriptions, drawings and other engineering and survey work necessary to design,

locate and construct the Facilities as shown on the Drawings. The Drawings shall be completed by

the Developer and reviewed and approved by the Department of Public Works as provided herein

and any necessary permits including but not limited to, wetlands, grading, SHA or any other local,

state or federal permits that must be obtained by the Developer prior to the start of construction.

III. Terms of PWUA( Agreement)

The Developer shall have nine ( 9) months following the date of execution of this

Agreement in which to commence construction of the Facilities which are the subject of this

Agreement. In the event the Developer fails to commence construction of the Facilities or, if after having commenced construction, the Developer stops construction of the Facilities for a period in excess of six ( 6) months, then this Agreement shall be null and void and of no further force and effect unless the County has granted an extension, in writing, at the request of the Developer.

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If Developer wishes to obtain an extension to this Agreement, the Developer must submit a written request for an addendum to extend this Agreement. Any such request must be submitted to the County at least sixty( 60) days before this Agreement is scheduled or projected to expire. The County is under no obligation to extend this Agreement.

Upon receipt ofan extension request from the Developer, the County shall determine whether the Drawings are in accordance with current General Rules and Regulations. The project shall also be evaluated to confirm that it is in compliance with the Water and Sewer portion ofthe

County' s Adequate Public Facilities legislation. lf in the opinion of the County, the above conditions are met, the County may issue an addendum to the original Public Works Utility

Agreement. The addendum will be for a period of no longer than one( 1) additional year from date of expiration or projected termination of this Agreement.

IV. Rights-of-Way Acquisition and Easements.

A. The Developer agrees to grant to the County all necessary on-site rights-of- way and easements through any property over which the Developer has control for the construction, operation, repair, inspection, alteration and maintenance of the Facilities constructed pursuant to this Agreement and for any future extension ofthe Facilities. Said rights-of-way and/ or easements are to be granted at no cost to the County and must be recorded prior to operational approval ( as defined in the General Rules and Regulations) of the Facilities.

B. To the extent that any off-site rights-of-way and/or easements are necessary for the construction, operation and maintenance of the Facilities through lands not owned or controlled by the Developer, the Developer shall acquire and record said rights-of-way and/or

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Ring Factory Sewage Pumping Station Contract No. 19250 0 Units easements prior to approval of the Drawings by Harford County Department of Public Works,

Division of Water and Sewer. The cost ofany and all rights-of-way and/ or easements shall be paid by the Developer.

The County, at its discretion, may assist in the acquisition of any needed rights-of-way and/or easements; however, it is understood and agreed that the County is under no obligation to so assist, and that the Developer has the ultimate responsibility for obtaining the necessary rights-of-way and/ or easements and that Developer is obligated to reimburse the County for any costs associated with the rendering of such assistance.

Any necessary Procurement Agent costs will be billed at the charge in effect at the time of work performed by each Procurement Agent assigned by the County, said costs to be billed to and paid by the Developer on a monthly basis.

C. Pumping Station:

1. Prior to the pre-construction meeting, the Developer is required to submit a draft deed in final form for transfer of ownership ofthe pumping station site and entrance road to Harford County Department ofPublic Works, Division ofWater and Sewer, Deputy Director for review and comment, as stated in the SOP.

2. Prior to issuance of operational approval as described in Part 22 ofthe

General Rules and Regulations, the fee-simple deed accompanied by an exhibit describing the legal description ofthe property which transfers ownership ofthe pump station site and access road to the

County shall be executed and submitted to Harford County Department ofPublic Works, Division of

Water and Sewer, Deputy Director, as stated in the SOP.

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3. County will record the executed fee-simple deed within 90 days from the operational approval date, as stated in the SOP.

D. Temporary Access Drive:

The Developer shall prepare and grant to the County a temporary access easement to the Pumping Station site, for ingress/egress over the temporary access drive as shown on the Drawings. Said temporary access easement shall be recorded in the Courthouse by the Developer prior to issuance of operational approval.

E. If any portions ofthe Facilities are built outside ofthe recorded easement(s), the Developer, at its expense, must secure additional easement( s) or relocate the Facilities to the

location depicted in the original approved construction drawings. Developer shall hold the County harmless against any claims or damages related to or arising from the incorrectly located

construction.

V. Construction Drawings, Shop Drawings and Inspections

A. All work performed under this Agreement shall be in strict accordance with

the Drawings and subject to inspection and approval by the County. The County shall not

unreasonably withhold its approval and it shall act diligently to perform its duties as provided in this

Agreement.

B. In accordance with the SOP, the Developer' s engineer is responsible for

review and approval of shop drawings. The Developer' s engineer will submit approved shop

drawings to Harford County Department of Public Works, Division of Water and Sewer

Engineering for review and concurrence with the Water and Sewer Pump Station Operations staff

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Ring Factory Sewage Pumping Station Contract No. 19250 0 Units

and shall not proceed unless the concurrence from the County has been given. In some cases

drawings will be returned with just an acknowledgement of receipt for submittals involving

specialized trades such as electrical, structural, excavation support and dewatering plan, etc... The

Harford County Department of Public Works, Division of Water and Sewer Engineering will

provide the shop drawings with notations of concurrence or acknowledgement of receipt or non-

concurrence to the Developer' s Engineer.

C. Inspection costs will be billed at the charge in effect at the time of work

performed by each inspector assigned by the County, said costs to be billed to and paid by the

Developer on a monthly basis.

VI. Construction of the Facilities

A. The Developer agrees to construct the Facilities required in order to serve the

Development and the Service Area as defined in the RF1 in accordance with the Drawings. The

Facilities shall be constructed in accordance with the General Rules and Regulations and any

amendments thereto, and according to the requirements for plans, specifications and construction of

water supply, sewer collection and sewage disposal systems set by the Harford County Department

of Public Works, Division of Water and Sewers.

B. The Developer agrees to solicit a minimum of three( 3) bids on an approved

Harford County bid form for the Pumping Station and Force Main based on approved contract

drawings and specifications. All bids shall be submitted to Harford County in the original sealed

envelope from the contractor(s) at a mutually agreeable time and date. Developer or Developer' s

representative shall be present during the bid opening as well as representatives of the County.

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C. The Developer, its successors or assigns and their agents agree to only solicit bids from contractor(s) which are pre-qualified with the Harford County Department of

Procurement, under Section M for Sewage Pumping Stations or Sections D- 1 or D-2 for Water and

Sewer Utilities to perform certain work and as required on the approved bid form. For specialty

work only contractors and/or vendors named on the County' s Water and Sewer list entitled

Approved Certification for ContractorsNendors" shall be allowed to perform work on the

Facilities. Sub-contractors must be approved in writing by the County prior to the start of work.

D. The Developer will select the lowest responsive and responsible contractor(s)

subject to the written concurrence of the County prior to awarding the bid(s).

E. The Developer shall not assign any of its construction contracts without the

written concurrence ofthe County.

F. During construction, any and all revisions to the Drawings must be reviewed

and approved in writing by Harford County Department of Public Works, Division of Water and

Sewer before construction may proceed in accordance with the approved revised Drawings.

G. The Developer shall be responsible for the cost of construction of these

Facilities, which includes, but is not limited to, engineering, surveying, site clearing, grubbing,

grading, BG& E power, access, preparation of Drawings and specifications, review of plans,

permitting, right-of-way acquisition, construction inspection, including soils and concrete analysis,

soils and concrete testing, as-built survey and completion of as-built drawings, unless otherwise

specified herein.

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H. For all work done pursuant to this Agreement, the Developer agrees as follows:

1. The land shall be graded in such a manner so as to prevent the pocketing of storm-water and so as to prevent storm-water from concentrating on or causing a nuisance to any properties. Such work shall be in complete compliance with Chapter 214 of the

Harford County Code and any amendments thereto.

2. If springs and/ or groundwater are encountered during excavation, the

Developer shall be responsible for obtaining any Local, State and/or Federal permits required in order to implement dewatering. Means and methods of dewatering shall be the responsibility ofthe

Developer and any detrimental condition resulting from this activity, such as subsidence, impacts to wells, erosion and etc., shall be the Developer' s sole responsibility. The Developer shall dewater the excavation in accordance with accepted practices in the industry. The Developer shall, at

Developer' s sole cost, direct the water from such dewatering activities to the storm drain system through piping which has been approved in writing by the Harford County Department of Public

Works or shall dispose ofthe water via other methods designed by the Developer and approved by the agency which has permitting authority over the dewatering.

3. Prior to commencement of construction of the Facilities pursuant to this Agreement the Developer shall:

a) Provide the County with the original signed and approved mylars and seven( 7) sets ofthe approved Drawings for the design and construction ofthe Facilities to be constructed pursuant to this Agreement.

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b) Require that his contractor and engineer review and abide by

the SOP.

4. The Developer shall comply with the General Rules and Regulations,

specifically, Section 02250 Trench Excavation, Backfill and Compaction. Any tests to be performed

thereunder shall be performed by a recognized soils consulting company, subject to the prior

approval ofthe County, which approval shall not be unreasonably withheld. All costs for such tests

shall be borne by the Developer.

VII. Performance Security

It is understood and agreed by all parties that the Developer is required to furnish a

performance security in favor ofthe County in accordance with the General Rules and Regulations

before the County may issue a building permit for any lot in the Development prior to completion of

the Facilities. For more details see Section XIV, entitled Further Assurances. The security shall be in a form and with a surety approved by the County, binding the Developer as principal and the surety

to guarantee the completion of the construction of the Facilities.

In the event that the Department of Public Works, Division of Water and Sewer is

required to complete any or all of the work described in this Agreement and the expense of completion exceeds the amount of the secured sum that may be held by the Department of Public

Works, Division of Water and Sewer, the Developer shall remain liable to the County for all expenses exceeding the secured sum and shall indemnify and save the County harmless from all acts or omissions of the Developer for work required under this Agreement.

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VIII. Maintenance Security

A. Pumping Station and Force Main:

1. The Developer agrees to furnish security in favor of the County in accordance with the General Rules and Regulations. The security shall be in a form and with a surety approved by the County, binding the Developer as principal and the surety to promptly and properly replace any improper work or material that may become apparent within the period during whichthe security is in effect. See Section X, entitled Release of Maintenance Security, for the term of the security.

2. The Developer shall be responsible for the cost of operation and maintenance of the Pumping Station until requirements contained in the General Rules and

Regulations have been met and the County has released the maintenance security.

3. Any damage resulting to the Pumping Station constructed pursuant to this Agreement, occurring subsequent to dedication and acceptance ofthe Facilities, to the extent that

damage is caused during future construction ofthe Development by negligent acts or omissions of

the Developer, its agents, contractors, servants and employees, or any other persons, shall be repaired

and the Developer shall pay the entire cost ofrestoring or repairing such facility or appurtenance to

original construction specifications.

B. Gravity Sewer Main, 8 inch Water Main and 2 inch Water Service for

Pumping Station:

1. The Developer agrees to furnish a security in favor ofthe County in

accordance with the General Rules and Regulations. The security shall be in a form and with a

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surety approved by the County, binding the Developer as principal and the surety to promptly and properly replace any improper work or material that may become apparent within the period during

which the security is in effect. See Section X,entitled Release ofMaintenance Security, for the term

of the security.

2. Subsequent to dedication and acceptance ofthe Facilities, to the extent that damage is caused during future construction of the Development by the negligent acts or

omissions of the Developer, his agents, contractors, servants, employees, or any other persons, to any

vaults, inlets, valve boxes, manholes, piping, curb stops, lamp holes, or any other appurtenances

constructed pursuant to this Agreement, the Developer shall pay the entire cost of restoring or

repairing such facility or appurtenance to original construction specifications. If such restoration

necessitates adjusting the elevation of any water meter frame and cover, valve box, vault, inlet, or

other appurtenance after such facilities have been accepted by the County, the Developer will pay the

entire cost of such elevation adjustment.

IX. Project Acceptance

A. Pumping Station and Force Main:

1. All equipment, utilities( shown in red) and structures shown within the

boundaries of the pumping station site as shown on Exhibit` B" are covered under this section.

2. Project acceptance( as defined in the General Rules and Regulations)

aperwork includes but is not limited to, documentation of all costs for the pumping station and

orce main. The County has the right to audit the Developer' s Contractor' s accounts for the pumping

station and force main construction. All final paid invoices concerning the pumping station and force

reated Date: 2/ 28/ 2014, 3/ 5/ 2014, 3/ 12/ 2014, 3/ 26/2014, 5/ 28/ 2014 Ring Factory Sewage Pumping Station Contract No. 19250 0 Units main shall be organized, and submitted by the Developer to the County with a cover letter and shall include a table in summary form.

3. The pumping station constructed under the terms of this Agreement must be approved by the County as being constructed in accordance with the General Rules and

Regulations. Within ninety ( 90) days after the date that the construction, as described herein, has been declared operational, in writing, by the County and no outstanding punch list items exist, the

Developer shall submit the applicable project acceptance paperwork to dedicate the Facilities to the

County, absolutely and in fee simple, free and clear of any liens and encumbrances.

4. If any portions of the Facilities are built outside of the recorded easements then see Section IV, entitled Rights-of-way Acquisition and Easements.

B. Gravity Sewer Main, 8 inch Water Main and 2 inch Water Service for

Pumping Station:

1. In accordance with the General Rules and Regulations the Developer shall, after all ofthe Facilities constructed under the terms ofthis Agreement have been approved as being constructed in accordance with the County requirements described herein, dedicate the

Facilities to the County, being free and clear of any liens and encumbrances, including, but not limited to, any lien for construction or materials. The Developer shall dedicate all rights-of-way and/ or easements to the County.

2. Within ninety ( 90) days after the date that the construction, as described herein, has been declared operational, in writing, by the County and no outstanding punch

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Ring Factory Sewage Pumping Station Contract No. 19250 0 Units

list items exist, the Developer shall submit to the County a project cost affidavit along with an actual

quantities breakdown accompanying the project acceptance paperwork.

3. If any portions of the Facilities are built outside of the recorded

easements then see Section IV, entitled Rights- of-way Acquisition and Easements.

X. Release of Maintenance Security

A. Pumping Station and Force Main:

1. The security shall be in effect until the Development, shown in exhibit

A", (Magness Overlook and Magness Farms) is one hundred percent ( 100%) built-out (i.e. upon

issuance ofthe last certificate of occupancy) or five( 5) years has passed since the date ofoperational

approval for the Facilities or the sewage from the Fairwind Farms Sewage Pumping Station has been

redirected and is flowing to the Ring Factory Sewage Pumping Station, whichever is sooner, in

accordance with the General Rules and Regulations.

2. Developer shall provide billing records from all related utility

companies( BGE, water, etc.) including appropriate account number, address, etc. At the end ofthe

maintenance period and after the County has approved release of maintenance security, the

Developer must transfer all utility accounts to Harford County, as stated in the SOP.

B. Gravity Sewer Main, 8 inch Water Main and 2 inch Water Service for

Pumping Station:

1. The County shall release the maintenance security for a portion ofthe

Facilities identified in this section when either ninety- five percent( 95%) of the houses in Magness

Overlook Phase I have been completed and connected to the Facilities, which equals eighty-four( 84)

Created Date: 2128/ 2014, 3/ 5/ 2014, 3/ 12/ 2014, 3/ 26/2014, 5/ 28/ 2014 Ring Factory Sewage Pumping Station Contract No. 19250 0 Units residential homes or one( 1) year has passed since the date of operational approval for the Facilities, whichever is later, and, in addition, the Developer has requested a final inspection in writing, all punch list items have been completed by the Developer, the County has confirmed the completion of the punch list and all roadways within the limits of the Magness Overlook Phase I and the Facilities have received final surface.

XI. Other Agreements

The County and the Developer agree to simultaneously enter into this Agreement and two (2) additional Public Works Utility Agreements in order to provide for the construction ofthe on-site and off-site facilities that are required for the pumping station to be declared operational. The two additional PWUAs are:

1. Ring Factory Force Main and Magness Overlook Off-site Gravity

Sewer Main Recoupment, Contract No. 19735; and

2. Magness Overlook Phase I, Water and Sewer Contract No.

19647/ 19648.

XII. Special Conditions

A. County Reimbursement

1. In accordance with the General Rules and Regulations, payment by the

County to the Developer may occur after the sewage from the Fairwind Farms Sewage Pumping

Station has been redirected and is flowing to the Ring Factory Sewage Pumping Station.

2. After the aforementioned connection has been made, the County will

reimburse the developer for 35. 9% ofthe actual cost ofthe construction ofthe Ring Factory Sewage

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Pumping Station, the 10-inch diameter force main, and the transformer located at the pumping station per RF1.

3. Payment ofthe County reimbursement to the Developer is contingent on the approval of the Harford County Council for sufficient appropriation and funding authority.

B. The Pumping Station to be constructed by the Developer pursuant to this

agreement shall include a Supervisory Control and Data Acquisition( SCADA) system that meets or

exceeds all requirements specified in the General Rules and Regulations, except for the following:

1. The County shall purchase the Remote Telemetry Unit( RTU) cabinet and interior radio components required for the pumping station. Once the RTU has been purchased the Developer' s contractor shall reimburse the County for the RTU in a lump sum amount ofEleven

Thousand Dollars ($ 11, 000). This fee must be paid to the Harford County Division of Water and

Sewer prior to the County releasing the RTU to the contractor.

2. The installation of the RTU shall be the responsibility of the

Developer.

3. The Developer shall assume responsibility forprotecting the unit from damage during the entire maintenance period.

4. During the design ofthe Ring Factory Sewage Pumping Station, the

Developer shall perform a radio path field study at his expense, to ensure that adequate communications are achieved to Harford County standards. The Ring Factory Sewage Pumping

Station will not be declared operational unless and until these communication requirements are met.

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5. The RTU as-built drawings will be the responsibility ofthe Developer with assistance from Harford County based on modifications that may occur during startup and commissioning.

C. Temporary Access Drive:

1. The Drawings describe a temporary access drive and easement across only the Magness property which will be the access to the pumping station site until such time that

Magness Overlook Phases II and III are constructed and complete. The Developer shall be responsible for maintaining the temporary access drive, including paving, snow removal, etc... until

Gentle Pine Grove, Blooming Maple Way and Ploughman Way are platted, paved and accepted by the County.

2. The Developer shall pave the temporary access drive in accordance with the Drawings prior to the County granting operational approval of the Facilities.

D. The Developer shall be responsible for providing the electric service to the

Pumping Station. The Developer shall ensure that the transformer and power lines are not installed in a location that would, in the opinion of the County, conflict with or hinder the operation of or maintenance of the Facilities and other on-site utilities or drainage ways and do not create other conflicts with the site layout ofthe station. The Developer shall be responsible for relocating any facilities that would, in the opinion of the County, conflict with or hinder maintenance of the

Facilities. The Developer shall require his engineer to note the transformer location on the as-built drawings.

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E. The Facilities, the Ring Factory Force Main, Contract No. 19735 and the

Magness Overlook Phase I, Contract No.' s 19647/ 19648 must be declared operational, in writing,

by the County with no outstanding punch list items, at the same time.

F. No connections to the County water and/ or sewer system that require the use

of the Ring Factory Sewage Pumping Station will be permitted until all of the sewer facilities

constructed pursuant to this Agreement are declared operational, in writing, by the County.

G. All work, equipment, piping structures and miscellaneous appurtenances shall

have a minimum one ( 1) year manufacturer' s warranty, in a form acceptable to the County unless

otherwise specified in the approved specifications. During the warranty period the Developer is

fully responsible for any defects.

XIII. Recoupment

In accordance with RF1, the Developer is entitled to recoup a portion of the costs associated with construction of the Ring Factory Road Sewage Pumping Station from properties, other than the Development, which utilize the Facilities.

A. The County shall collect recoupments and monies actually received by the

County from users as outlined in RF1 and shall remit said monies to Developer in accordance with

RF1. The Developer shall not be entitled to any credits or offsets against other user charges,

connection charges, hook-up charges or any other monies due to the County from the Developer.

B. After the Facilities have been declared operational, in writing, by the County,

the County shall remit any recoupment fees received in accordance with this Agreement and RF1

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that have been collected as of that time. Thereafter, recoupments shall be remitted on a quarterly

basis.

C. The term ofthe recoupment provisions ofthis Agreement shall be twenty( 20)

years from the date of this Agreement or until the project costs, less the Developer' s proportionate

share, are recovered by the Developer, whichever is sooner. RF1 currently estimates the

Developer' s project cost is Nine Hundred Thirty-Four Thousand Three Hundred Thirty-Five Dollars

934,335). The estimated maximum amount ofpotential recoupment, including a bond variant

factor, is Two Hundred Nineteen Thousand Three Hundred Twenty-Eight Dollars($ 219,328), as

defined in RF1. These estimates are subject to change as noted below.

The project costs are subject to a one-time adjustment to account for the actual construction costs. After the project has been completed and declared operational, the estimated construction costs will be adjusted to reflect the actual construction costs. Cost affidavits shall be submitted to the County by the Developer within ninety (90) days of operational approval. These documents will be reviewed by the County and when approved, the project cost will be adjusted either upwards or downwards. The cost per equivalent dwelling unit will be adjusted accordingly.

All costs for the pumping station and force main shall be documented and accounted for separately from any other work within the Development or the Facilities.

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XIV. Further Assurances

For all work performed by the Developer pursuant to this Agreement, the Developer agrees as follows:

A. By execution ofthis Agreement and by furnishing the document provided and

attached as Exhibit " C" to this Agreement, the Developer certifies that it is, at the time of the

execution ofthis Agreement, the fee-simple owner ofthe property. The Developer further agrees to

obtain the joinder or subordination of interest to this Agreement from any parties in interest not a

party hereto, including mortgagees and other lienholders.

B. Developer, builder and or property owner shall apply to County for plumbing

permits pursuant to the provisions ofChapter 256, Section 256-5 ofthe Harford County Code, and

amendments thereto. No building permits will be issued in the drainage area until the County is

confident that the Ring Factory Sewage Pumping Station, its force main and the off-site gravity

sewer will receive operational approval within three ( 3) months after the request for building

permit. Model homes may receive a building permit when, in the opinion of Harford County, the

pump station is within five( 5) months ofreceiving operational approval. In either case, all required performance securities must be posted by the Developer prior to the issuance of any building

permits. Absolutely no plumbing connection permits or certificates of occupancy will be issued

until the pumping station, force main and all the gravity lines are declared operational.

XV. Genera' Conditions

A. The parties hereto agree to execute such documents and instruments as may be

necessary in order to fulfill the terms of this Agreement.

Created Date: 2/ 28/ 2014, 3/ 5/ 2014, 3/ 12/ 2014, 3/ 26/ 2014, 5/ 28/ 2014 Ring Factory Sewage Pumping Station Contract No. 19250 0 Units

B. Any and all provisions ofthis Agreement may be freely amended, modified or canceled in whole or in part by the unanimous action of the parties hereto at any time. Any such amendment, modification or cancellation shall be effected by written instrument executed by all parties hereto.

C. If any provision of this Agreement is held to be invalid or unenforceable by any court of competent jurisdiction, the invalidity or unenforceability of such provision shall not affect the remaining provision of this Agreement, and this Agreement shall be construed and enforced as if such invalid or unenforceable provision has not been contained herein.

D. Failure by any party to insist upon strict performance of any or all of the provisions ofthis Agreement shall not constitute a waiver of any other term, covenant, or condition of this Agreement.

E. This Agreement shall be subject to and governed by the laws ofthe State of

Maryland and the Harford County Code.

XVI. Limits of Liability

A. Harford County shall not be responsible for delays in completion ofthe project because ofdelays in the acquisition ofrights-of-way, funding procedures, a lack offunding sources, or other similar reasons occasioned by factors beyond the control of the County.

B. In the event of any delay in the performance ofthe terms and conditions ofthis

Agreement by the County occasioned by unforeseeable causes beyond its control, including, but not limited to, acts of God, acts or decisions rendered by any federal or State ofMaryland governmental agency, moratoriums, fires, floods, nuclear waste discharge or disaster, unusually severe weather,

Created Date: 2/ 28/ 2014, 3/ 5/ 2014, 3/ 12/ 2014, 3/ 26/2014, 5/ 28/2014 Ring Factory Sewage Pumping Station Contract No. 19250 0 Units

the delays of subcontractors due to such enumerated or similar causes, or a lack of capacity for

service as described in this agreement, the Developer agrees to extend the time for performance of

the terms and conditions ofthis Agreement by the County for the period of the delay, provided that

the Developer shall be entitled to the same extension for its obligations under the Agreement for a

like period of time.

C. The County does not guarantee to provide any sewage pumping, treatment and

transmission and collection capacity which is beyond the capacity of the existing pumping,

treatment and transmission and collection facilities at the time that the actual connections to the

facilities are desired.

D. The County agrees not to permit additional connections to the water and sewer

facilities constructed in accordance with this Agreement for the purpose of serving any properties

which are not units covered by this Agreement if such additional connections would materially

interfere with the construction by Developer.

E. The Developer may not assign any of its rights, privileges, or immunities

under this Agreement without the prior written consent of the County, which may not be

unreasonably withheld. The water and sewer connection( s) provided for herein may not be sold,

reassigned, or transferred by the Developer without the prior written consent of the County. The

Assignee must be deemed by the County to be financially solvent and responsible and able to

perform the terms and conditions contained in this Agreement.

Created Date: 2/ 28/ 2014, 3/ 5/ 2014, 3/ 12/ 2014, 3/ 26/ 2014, 5/ 28/ 2014 Ring Factory Sewage Pumping Station Contract No. 19250 0 Units

IN WITNESS WHEREOF, the parties hereto have signed their names and affixed their

seals the day and year first above written.

ATTEST: HARFORD COUNTY, MARYLAND

4 XA0Q t B David R. Craig County Executive

SOMERVILLE PARTNERS, LLC.

1 /. l ,. By: Rich d Braver Manager

Approved as to form and legal sufficiency this Recjmmended f cceptance this 1441, day of 1. 1 20 q _. 10 day of 2088. 7

v' d M., g; —t artka Jo V. Caudill, P.E Senior • •- istant County Attorney Deputy Director, Division of Water and Sewer

Approved, subject to the Public Works Policy of the Harford County Department of Public Works, Division of Water and Sew , this ff of ul f . Prepared by:

J t y F. Vittie, P. E. W ter and Sewer Administration iirector, Department of Public Works day of 20 /¢.

Created Date: 2/ 28/ 2014,3/ 5/ 2014,3/ 12/ 2014, 3/ 18/ 2014, 5/ 28/ 2014 7,.. ,=:' , i c/ 1 r X?'//\7.. i Imo 4/ 5" 4*. 11[WO*7,..__ „ kz. 11.I er: ,;;;% 7i; lki V W. 04,-4------I. V 1,,, A 4::::.,-..:S,, 1" 7," le, 4iN--<,, ,,,-, esuliiit -- ‘ W° 41* tv,\ NI, r\

S is/ y „ f__ A 4110,..„,\ ci

virrtip., till..\ , 7/ a_sr. A, frz/ 4, ,. 7 Ring Factory SPS f4

lip /// 4 4 , E

d Ve • ook i ` , Ring Factory Force Main l I", ,, f; ` ' Contract No 19735 1 , Required Construction)

A.._ 44.....,.-. Magness Overlook Ph I Proposed 2" Water Service f`, ,, Contract No 19647/ 48 , Required Construction) 010,` ' r`• ' Proposed 10" Force Main 4Pi4h1P"

Proposedp 8" Water Main

Proposed 8" Sanitary Sewer

iWki Tlik la iiiii, 4111111r41/ Vii? at lib rI 4' Millire Legend,

Denotes the Development

y ' EXHIBIT " A"

Ring Factory SPS & Force Main DEPARTMENT OF PUBLIC WORKS Contract No. 19250 DIVISION OF WATER AND SEWER Scale: N. T.S. Print Date: 05/ 28/ 14

File: E19250A 1

rsi

14*,.44 /

Magness Overlook

Proposed 8" Sanitary Sewer Proposed 10" Force Main

Propos ed 2" Water Service 1:

Ring Factory SPS seI 111 Proposed 8" Water Main OtlY ,

Ring Factory Force Main Magness Overlook Ph 1 Contract No 19735 Contract No 19647/ 48 Required Construction) Required Construction)

i Legend Sitework shown in YELLOW is covered under the County reimbursement portion of the Agreement. Utilities shown in RED are covered under the County reimbursement portion of the Agreement. All other utilities shown under this contract are NOT covered under this Section & are at the sole cost of the Developer.

1) EXHIBIT " B"

Ring Factory SPS & Force Main DEPARTMENT OF PUBLIC WORKS Contract No. 19250 DIVISION OF WATER AND SEWER Scale: N. T.S. Print Date: 05/28/ 14

File: E19250B i/( 110635 2325 9

Fr: SV ^$ THIS DEED IS BEING RE- RECORDED TO REFLECT THE CORRECTION r? rr%-D . t ri_ HEREIN. ORS IN THE NOTARIAL AFFIDAVITS AS SAOWN i- s T

1110 S. Tollgate Road t a TR TAXha STATEviY,t 2G7_. N r}} yy S Ring Factory Road DI ' a' T°^Jm XJ Tax Id No. 03- 057607 Ref ?4 T: J^ Eli: £ { iGk" 03- 051641 1175 PI; Er3i2

THIS DEED, made this 970 day of December, 2012, by and between S Magness North Parcel, LLC, a Maryland limited liability company, Grantor and party I of the first part, and Somerville Partners, LLC, a Maryland limited liability company,

l .-- Grantee and party of the second part. a ,500 1 WITNESSETH, that for good and valuable consideration of the sum of Five Million Three Hundred Thousand and no/ 100ths Dollars ( 55,300,000.00). the receipt of which is hereby acknowledged, the said parties of the first part and second part do 76r hereby grant and convey to the said party of the third part, its successors and assigns, forever, in fee simple, all that lot of ground situated in Harford County, Maryland, and described in Exhibit A and Exhibit B attached hereto and made a part hereof. Y!

Deed dated c ' ' n) 2012 and Being the same lot of ground which by Confirmatory recorded among the Land Records of Harford County in Liber No. 147,,folio let? was granted and conveyed by Robert J. Magness, Jr., Sondra P. Magness, his wife and Robert J. Magness Jr. unto the grantor herein.

TOGETHER with the buildings thereupon, and the rights, alley, way, waters, privileges, appurtenances and advantages thereto belonging, or in any wise

appertaining. TO HAVE AND TO HOLD the said described lot of ground and premises to the said party ofthe second part, its successors and assigns, forever, in fee simple. AND the said party of the first part hereby covenants that it has not done or suffered to be done any act, matter or thing whatsoever, to encumber the property hereby conveyed; that it will warrant specially the property hereby granted; and that it requisite. MP 5 RE $ 483. 011 will execute such further assurances of the same as may be RetTr tl4b FE 7.5. N MTh. ii5.M

l\ P1 Wt3 Rcyn i 55j22724 Jilt Til ink xi CZ Jan e41 Egi4 03: i4 F2 II iiii 0 ii flb35 g 32b J

WITNESS the hand and seal of the Grantor.

WITNESS: Magness North Parcel, LLC a Maryland Limited Liability Company

By 9 n4 LA ( SEAL) D Member

STATE OF MARYLAND, At ! b'[ County, to wit:

I HEREBY CERTIFY, that on this , 9-6 day of December in the year two thousand twelve, before me appeared S

Pa c,/ LLC, known to me or satisfactorily proven to be the 6eison whose name is subscribed V' to the within instrument and he acknowledged that he being authorized so to do, executed tititiJJ1JJJ the same for the purposes therein contained.

IN WITNESS WHEREOF, I hereunto set my hand and official seal. HO1yfi. ;,-, ici ca:. p APs Notary Public tea', t•-

My commission expires:

File No. 66213

RECORD AND RETURN TO: RESIDENTIAL TITLE& ESCROW COMPANY 100 Painters Mill Road, Suite 200 Owings Mills, MD 21117 410. 653. 3400 Exhibit

C I ' D b 3' 5 Q 3 21 I- 9- f-$- b 212

WITNESS the hand and seal of the Grantor.

WITNESS: Magness North Parcel,, LLC a Maryland Limited Liability Company

By: . AAA) SEAL)

e ber

7-1 STATE OF MARYLAND, t I / County, to wit:

I HEREBY CERTIFY, that on thi day of December in the year two thousand twelve, before me appearedikte Member of Magness North ttarcel$ide¢LLC, known to me or satisfactorily proven to be the person whose name is subscribed to the within instrument and he acknowledged that he being authorized so to do, executed the same for the purposes therein contained.

IN WITNESS WHEREOF, I hereunto set hand and official seal. I' / otary Public n 33 17

T' -' l ] My commission expires: l1 LI OTHER WATER/ SEWER CH.AR3_S DUE: COLLECTION NOT REQUIRED NOW. PER: akitt, DATE: 5HARFORD COUNTY HARFORD COUNTY MARYLAND-. 3\.` i Ct-' This is to certify thatthe with in instrument TRANSFER TAX PD$ was prepared byorunder the supervision of the undersigned, an attorney duly admitted AU. OTHER TAXES PAID topra etheCo rtof Appeals of 12/4, 11a naaryt nd.

DavidE. Ivtilkr•Allomey

OTHER WAT_ER/ SEWFR CHARGES DUE: COLLECTION NOT REQUIRED NOW. Eiji a PEA ( DATE I ' / 1,7 I" HARFORD COUNTY I 0b35 X328 8y 8 z1r

2012 Certification of Exemption Form Withholding Upon Disposition of Maryland Real Estate MARYLAND Affidavit of Residence or Principal Residence FORM Based on the certification below, Transferor claims exemption from the tax withholding requirements of§ 10-912 of the Tax General Article, Annotated Code of Maryland. Section 10- 912 provides that certain tax payments must be withheld when a deed or other instrument that affects a change in ownership of real property is recorded. The requirements of§ 10-912 do not apply when a transferor provides a certification of Maryland residence or certification that the transferred property is the transferors principal residence. 1. Transferor Information Name of Transferor:

2. Reason for Exemption Resident Status 0 1, Transferor, am a resident of the State of Maryland

Transferor is a resident entity as defined In Code of Maryland Regulations( COMAR) 03.04.12.025( 11), I am an agent of Transferor, and I have authority to sign this documents on Transferor' s behalf.

Principal 0 Although I am no longer a resident of the State of Maryland. the Property is my Residence principal residence as defined in IRC 121 and is recorded as such with the State Department of Assessments and Taxation

Foreclosure 0 This is a transfer of REO property acquired by the grantor in a foreclosure action and conveyed herein to a third party. 0 This is a transfer of a foreclosed property from the Substitute Trustees to the secured party or a third party bona fide purchaser

Under penalty of perjury, I certify that I have examined this declaration and that, to the best of my knowledge, it is true, correct and complete.

3a. Individual Transferors

N, L U-( Witness Na rri

4 , : n e t4 ( flfi 3b. Entity T • sfen r f v v

Witness/Attest Name of Entity

By:

ame: itle: Ii Ob335 129 5 _ 204

Property Description)

PARTICULAR DESCRIPTION 7354 ACRES TO BE CONVEYED BY ROBERT J. AND SONDRA P. MACNESS, JR. TAX MAP#56-PARCEL# 4 Located on Tollgate Road Third Election District Harford County County, Maryland

Beginning for the same at a stone heretofore set at the beginning ofthe first or North 49 degree 33 minute 14 second East 1171. 00 foot line ofthat parcel ofland that was conveyed by Lenora Cullum, Personal Representative ofthe Estate ofJohn C. Pugh to Robert J. Magness, Jr. and Sondra P. Magness by deed dated August 8, 1989 and recorded in the Land Records of Harford County, Maryland in Liber C.G.H. 1567, folio 581. Thence binding on the first,second, third, fourth, fifthand sixth lines ofthe aforesaid deed the following seven courses and distances;

1. North 49 degrees 33 minutes 42 seconds East 1171. 57 to an iron pipe heretofore set,

2. South 35 degrees 55 minutes 52 seconds East 120.08.feet to a" Catron" pin heretofore set,

3. North 51 degrees 45 minutes 58 seconds East 269.48 feet to a" Catron" pin heretofore set on the Western right-of-way line for Tollgate Road, 4. By a curve to the right with a radius of4970.00 feet for an arc distance of 117.84 feet, said curve being subtended by a chord bearing ofSouth 23 degrees 15 minutes 22 seconds East 117.84 feet with a deltr•angle of 01 degrees 21 minutes 31 seconds to a point,

5. South 49 degrees 39 minutes 10 seconds West 983.87 feet to a point,

6. South 49 degrees 42 minutes 56 seconds West 493. 11 feet to a point,

7. North 21 degrees 54 minutes 17 seconds West 252.87 feet to the place ofbeginning

Exhibit

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Page Two—Magness-Tax Map# 56-Parcel# 4- Harford County December 11, 2012

Containing 7.354 acres of land, more or less, as surveyed by Bay State land Services, Inc. November 2011.

North" based upon Maryland State Coordinate System NA.D. 1983.

Subject to all easements and rights-of-ways.

Said parcel being all ofthat parcel ofland that was conveyed by Lenora Cullom, Personal Representative ofthe Estate ofJohn C. Pugh to Robert J. Magness, Jr. and Sondra P. Magness by deed dated August 8, 1989 and recorded in the Land Records of Harford County, Maryland in Liber C.G.H. 1567, folio 581.

I, Charles Dudley Campbell, Property Line Surveyor# 300, certify that this description was made under my direct supervision on November 7, 2.011 and was made in accordance with the Minimum Standards of Practice for Land Surveyors of the Code of Maryland Regulations( 09. 13.09).

Charles Campbell Date Dudley may,_ Registered Property Line Surveyor# 300 O- License Expiration August 27, 2014. t tot* le

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Page 2 of 6 J1' 0b35 033 , m..LL0.-1- 84-- -

PARTICULAR DESCRIPTION 58.165 ACRES TO BE CONVEYED BY ROBERTJ. AND SONDRA P. MAGNESS, Bt Tax Map# 56-Parcel# 294 Located on Ring Factory Road Third Election District Hanford County County, Maryland

Beginning for the same at an iron pipe heretofore set at the beginning ofthe seventh or South 22 degree 54 minute 10 second East 1276.85 foot line ofthat parcel ofland that was conveyed by Edith A. Richardson to Richardson' s Legacy LLC by deed dated January 13, 2004 and recorded inthe Land Records ofRadford County, Maryland in Liber 5109, folio 380. Thence bindingOn part ofthe aforesaid line the following course and distance;

1•. South 28 degrees 28 minutes 38 seconds East 540.82 feet to the end ofthe sixth or North 62 degree 10 minute East 458.25 foot line ofthat Third parcel ofland that was conveyed by William C. Stifler, Jr.and Ella Louise Stifler to Donald J. Klein and Frances L.Klein by deed dated May 13, 1965 and recorded in the Land Records ofBurford County, Maryland in Liber GRG. 675, folio 177. Thence binding reversely on the aforesaid line the following course and distance;

2. South 53 degrees 27 minutes 30 seconds West 458.25 feet to the end ofthe fifth or North 49 degree 57 minute West 505.25 foot line ofthat Thud parcel ofland that was conveyed by William C. Stifler, Jr. and Ella Louise Stifferto Donald I.Klein and Frances L. Klein by deed dated May 13, 1965 and recorded in the Land Records ofHanford County, Maryland in Tiber G.R.G.675, folio 177. Thence binding reversely on the aforesaid line the following course and distance;

Z. South 58 degrees 39 minutes 19 seconds East 50527 feet to a stone heretofore set at the beginning ofthe fifth or North 49 degree 57 minute West 50527 foot line ofthat Thirdparcel ofland that was conveyed by William C. Stiffer, Jr. and Ella Louise Stiller to Donald L Klein and Frances L. Klein by deed dated May 13, 1965 and recorded.in the Land Records of Raiford County, Maryland in Liber G.R.G. 675, folio 177; said stone also being the beginning ofthe third or South 32 degree 10 second West line ofthat parcel ofland that was conveyed by Patricia A. Belcher, individually and as Personal representative ofthe estate ofAnn E. Foy, Joyce L Cochran and Richard A. Matthews, Jr., individually, and as trustee under the will of Ann E. Foy and Chester Danny Foy, beneficiary under the will ofAnn E. Foy to Earl H. Radke and Tammy Lynn Radke by deed dated December 5, 1997 and recorded in the Land Record of

Ti1100141 4229lWT2bC Page 3 of 6 0 IOb35 . 2332 ml J W

Page Two—Magness-Tax Map# 56-Parcel# 294-Harford County December 11, 2012

Harford County, Maryland in Liber C.G.H. 2638, folio 695. Thence binding on the aforesaid line the following course and distance;

4. South 23 degrees 39 minutes 38 seconds West 44932 feet a point at the cad ofthe first or North 47 degree 56 minute West 279.75 foot line of that parcel of land that was conveyed by Robert G. Preston and Catherine D. Preston to Kevin R. Harrison by deed dated August 24, 2005 and recorded in the Land Records of Harford County, Maryland in Liber J.J.R. 6265, folio 598. Thence binding reversely on the aforesaid line the following course and distance;

5. South 56 degrees 38 minutes 30 seconds East 299.93 feet to the centerline ofRing Factory Road. Thence binding on the centerline of Ring Factory Road the following font courses and distances;

6. South 24 degrees 44 minutes 29 seconds West 159.54 feet,

7. South 24 degrees 30 minutes 36 seconds West 168.33 feet,

8. South 23 degrees 17 riunutes 38 seconds West 117.35 feet,

9. South 23 degrees 37 minutes 24 seconds West 57.94 feet to the end of the seventh or South 37 degree 00 minute 00 second East 200.00 foot line of that parcel of land that was conveyed Dorothy Hays Young, by her attorney in fact, Donald H. Young to Marlin L. Mills and Brenda G. Mills by deed dated June 8, 2005 and recorded in the land Records of Harford County, Maryland in Llber J.J.R. 6105, folio 466. Thence binding reversely on the seventh, sixth, fifth, and fourth lines of the aforesaid deed the following four courses and distances;

10. North 44 degrees 58 minutes 25 seconds West 199.84 feet to an LGW pin heretofore set,

11. North 70 degrees 58 minutes 25 seconds West 205.00 feet,

12. South 68 degrees 27 minutes 02 second West 215.66 feet,

13. South 40 degrees 41 minutes 35 seconds West 125. 00 feet,

14. South 48 degrees 21 minutes 35 seconds West 97.00 feet to a point at the beginning of the forth or South 56 degree 20 minute West 97 foot line ofthat parcel of land that was conveyed by P. Ralph Varney and Florence Varney to John G. Gincher, III and Dixie D. Gingher by deed dated August 31, 1987 and recorded in the Land Records ofHarfoniCounty, Maryland in fiber C.G.H. 1422, folio 925. Thence binding on the fourth, fifth and part ofthe sixth lines of the ' aforesaid deed the following three courses and distances;

15. South 84 degrees 01 minutes 35 seconds West 169.00 feet,

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Page Three—Magness- Tax Map# 56-Parcel# 294-Harford County December 11, 2012

16. South 00 degrees 16 minutes 35 seconds West 50.18 feet to the beginning ofthe eleventh or North 40-1/ 4 degree West 1218 foot line ofthat parcel ofland that was conveyed by Howard W. Kennedy and J. Belle Kennedy and the Permanent Building Association ofHarford County to J. Alexis Shriver by deed dated September 2, 1909 and recorded in the Land Records of Hanford County, Maryland in Liber W.S,F. 127, folio 261. Thence binding on the eleventh and twelfth lines ofthe aforesaid deed the following two courses and distances;

17, North 47 degrees 17 minutes 04 seconds West 1209.92 feet,

18. South 49 degrees 42 minutes 56 seconds West 100.00 feet to the end ofthe second or South 3 degree 20 minute West 514 foot line ofthat parcel ofland that was conveyed by Emma K. Wildason,Claude S. Wildason, Mary Lochary, Jacob A Dozen and The Savings Bank of Harford County to James R Magness and Christine IL Magness by deed dated July 28, 1917 and recorded in the Land Records ofHarford County, Maryland in Later JA.R. 155, folio 494. Thence binding reversely on the second and binding reversely on part ofthe first lines of the aforesaid deed the following two courses and distances;

19. North 03 degrees 46 minutes 59 seconds West 504.88 feet to an iron pipe heretofore set,

20. North 49 deems 34 minutes 34 seconds East 631. 12 feet to a stone heretofore set at the beginning ofthe second or South 31 degree 37 minute East 408. 70 foot line of that parcel of land that was conveyed by James R. Magness to James it Magness and Florence B. Magness by deed dated June 5, 1943 and recorded in the Land Records ofHanford County, Maryland in • Liber G.C.B. 278, folio 197. Thence binding on the second, third, fourth tines ofthe aforesaid deed the following thee courses and distances;

21. South 40 degrees 16 minutes 47 seconds East 40738 feet to a stone heretofore set,

22. North 49 degrees 42 minutes 56 seconds East 716.05 feet,

23. North 21 degrees 54 minutes 17 seconds West 21. 08 feet to a point at the end ofthe fifth or South 49 degree 40 minute 05 second West 1476.32 foot lime of that parcel ofland that was conveyed by Lenora Cullum, Personal Representative of the Estate ofJohn C. Pugh to Robert J. Magness, Jr.and Sondra P. Magness by deed dated August 8, 1989 and recorded in the Land Records of Harford County,Maryland in Liber C.G.H. 1567, folio 581. Thence binding reversely on the fifth line ofthe aforesaid deed the following two courses and distances;

24. North 49 degrees 42 minutes 56 seconds East 493. 11 feet to a point,

25. North 49 degrees 39 minutes 10 seconds East 983.87 feet to a point to at the beginning ofthe North 49 degree 38 minute 01 second East 0.82 foot line ofthat parcel of land that was conveyed by Robert J. Magness, Jr. to Harford County, Maryland by deed dated March 1, 1982 and recorded in the Land Records of Harford County, Maryland in Liber H.D.C. 1159 folio

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Page Four—MagnessTax Map# 56-Parcel# 294- Harford County December 11, 2012

354, said point also being on the Western right-of-way line ofTollgate Road. Thence binding on the right-of-way line ofTollgate Road the following course and distance;

26. By a curve to the right with a radius of4970.00 feet being subtended by a chord bearing of South 22 degrees 27 minutes 56 seconds East 21. 02 feet, with a Delta Angle of00 degrees 14 minutes 32 seconds to a point at the beginning of the sixth orSouth 55 degree 13 minute 58 second West 977.17 foot line ofthat parcel ofland that was conveyed by Edith A. Richardson to Richardson' s Legacy LLC by deed dated January 13, 2004 and recorded in the Land Records of Harford County, Maryland in Liber 5109, folio 380; said point also being on the Western right-of-way line for Tollgate Road and said point also being on the Southern side ofa 20 foot Private right-of-way. Thence binding on the sixth line ofthe aforesaid deed and binding on the Southern side ofthe 20 foot Private right-of-way the following course and distance;

27. South 49 degrees 39 minutes 10 seconds West 977.43 feet to the place of beginning

Containing 58. 165 acres of land, more or less, as surveyed by Bay State Land Services, Inc. November 2011.

North" based upon Maryland State Coordinate System ICAO. 1983.

Subject to all easements and rights- of-ways.

More particularly subject to a twenty foot wide right-of-way as recorded in Liber G.C.B. 278 folio 197. Said parcel being all ofthat parcel of land that was conveyed bySondra P. Magness to Robert J. Magness, Jr.by deed dated February 25, 1982 and recorded in the Land records ofHarford County, Maryland in Liber H.D.C. 1158, folio 864.

1, Charles Dudley Campbell, Property Line Surveyor# 300, certify that this description was made under my direct supervision on November 7, 2011 and was made in accordance with the M'mimum Standards of Practice for Land Surveyors of the Code ofMaryland Regulations( 09.13. 09). 11, 12 a ,2 Charles t ,. 1 . - Registered Property Line Surveyor# 300 License Expiration August 27, 2014. 40 s s;rt

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State of Maryland lJsihid& strth atarintake Sheet o J Baltimore City County: Harford Information provided isJar the me ofrne Clerk 1 Office. State Department of Asseomenu and Tension, and County Finance Office Only type or Print in Black Ink Only- All Copies Must Be Legible)

1 Type(s) of 1 Dad 3 Dad of Trust $ SubonLnauan 6 Subordmmon 1 Agreement Averment Instruments 2 Deed of Trull 4 Deed of Than I 2 I Conveyance Improved Sue Unimproved Sak Molt. Aeeounc Not at, Arms- CheckTypeBox Amm- Lang h Ams•length Arm.Length 131 Limp Sale 191 III 21 I 3 I Taco Exemptions Recordation ufeppliebk) Sone Transfer Space Reserved for Circuit Caw Goal• County Transfer Court Clerk Recording Veolaoon Asa ofn UConsideration Amami Finance 0(Ra Use Oily Purchase Pnee/Cmuldeanos S5. 30C. 01.00. 00 Transfer sad Renrdatioa Tax Consideration Any New Mortgage 53650.00000 TransferTex Consideration 1_ 5 Consideration _ Balance of Eluting Mortgage X( ) 9S S and Tax Other S1E50400.00 Las Exception 5 Amount Calculations Total TranoterTax • $ Other 51. 65000000 Raedana Tea Cormdcramn $

X( )% S

Cash Value TOTAL DUE

Ameaat of Fen Doc 1 Doc. 2 Agent Recording Chant 20. 00- 2000 Surcharge 000 9500 Tax& H Fees State Rnerdatron Tax 31,$ 05.. 00 00 State Transfer Tax 26. 50000 00 C.B Credit. County Trotterr In( ifAppliabk) 53000.00 DJ Other Ag. Tax/ Other. Other UDistrict Preperny Tax ID Na.( I) Cramer Liber/Folio _ Map Parcel NP Var. LOG Description 03. 057607 0 03- 051641 of Property Subdivision Name Lot( 34) Meek( b) SeetAROMI Plat Re So. FVAcreaet( 4) Pastels 4 anion. MausPropenY t I 1 SSW^• v"• a•°" r LoadordAddresf of Property Belo. Conveyed( 2) iroi w+"•••^• " 1110 S Tollgate Road. Bel Air. MD 21014

w' ar`t°°""' Other Property Identities Of applicable) I Water Meter ACCaunt N..

4- 4T"'" 4" Raidrmhl O', Non- Residential 1 Fee Simple X or Ground Rear O Amount: I w•• nan• as•"• Partial Caaveyaan! Oyes III No I Dnenpt' owAm. Of S., Ft/ ACroge Transferred: s'^' aaa If Panel Conveyance, List Improvaenu Conveyed: Doe. I- Grantor(s) Names) Doe. 2- Oratorio) Names) L.J Transferred Magaas Noels Parcel. I. LC Somerville Pennon. LLC From Doc. 1. Omani) of Records. If Mantas from Gnator(s) Dn.:- Owner(1) of Record, if DiBnett from Gnstortr)

S I Doe 1. Grantee(*) Nemec Doc. 2- Gnntee(e) Ne me(s) Transferred Somerville Parumr, LLC NVR- Inc To Mw Owners( Genteel Meillet Address 303 l nmuuorW Circle, Suite 360. Hunt Valley MD 21030 U Doe 1- Additional Names to be Indexed( Optio al) Doc 2- Addidoal Names to be Indexed( OptUeed) Other Names to John 1. Duffy and Edmund L. evesdusky, Trustees be Indexed USLI Instrument Submitted By or Contact Penn lXI Penn to Contact Peron Contact/ Mail Norte: Nicole Runk Information Finn: Residential Talc d: Escrow Company 0 Hold for Pickup Address: 100 Painters Mill Road, 4200. Owin s Mills. MD 21117 r'' 1 Plane 410. 653. 3400 1 1 Return Address Provided Spate Reserved for 1) I LMPORTANT; 80TH THE ORIGINAL REEDANDA PHOTOCOPY RUST ACCOMPANY EACH TRANSFER 1{ County Va)idmian I Assessment Yn I X No Will the pigmy being convene be the grantee' s principal residence? Informant. Yes X No Does transfer mctude personal property? Ilya, idenmy.

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n, : . 3'$y fetJa„ r!: . .. ,. Yx-. t_^'L.'.L' 4.• • ._. o,.:'-;. R4wdlogOas 20. 00 00 .: iTr,_—': DAVID R. CRAIG HANFORD COUNTY EXECUTIVE C. PETE GUTWALD DIRECTOR OF PLANNING AND ZONING MARY F. CHANCE DIRECTOR OF ADMINISTRATION

HARFORD COUNTY GOVERNMENT

Department of Planning and Zoning

REVISED PRELIMINARY PLAN APPROVAL

SUBDIVISION: Magness Overlook & Magness Farms

PLAN NO.: P11- 028 SUBMITTED: 3/ 9/ 2011 REVISED: 8/ 31/ 2011; 10/ 11/ 2012; 12/ 11/ 2012; 12/ 20/2012; 2/ 20/2013

SERIES: 6

ENCLOSED AREA: 124.68+/- Ac LOTS: 302 ( 135 SFD) ZONING: R- 1 COS, 167 TH) R- 2 COS

LOCATION: On the north and south sides of Ring Factory Road; west of Tollgate Road; Tax Map 56: Parcels 4, 8, 294, 526, 594 ( Lot 2) and 604 ( Lots 3 4); Third Election District.

PURPOSE OF PLAN: To create 302 single family/townhouse lots.

This plan revises the previously approved preliminary plan ( P11- 028-2) by reconfiguring the road configuration and lot layout on the north side of Ring Factory Road. There are no proposed changes to the parcel located on the south side of Ring Factory Road.

This plan proposes to create three hundred and two dwelling units( 135 single-family detached and 167 townhomes) utilizing the R-1 and R- 2( Urban Residential) Conventional with Open Space( COS) design standards. This proposed development received Concept Plan Approval in a prior letter, dated September 29, 2010. All conditions of that approval letter remain in effect unless specifically altered herein.

This site is located on the west side of Tollgate Road and is bisected byRing Factory Road. The site contains approximately 65 acres north of Ring Factory Road zoned R-2( Urban Residential) and 59 acres south of Ring Factory Road zoned R1 ( Urban Residential). The development on the north side of Ring Factory Road will be called Magness Overlook. The development on the south side will be called Magness Farms.

The project will be developed in five( 5) phases; Phase One consists of 19 single-family homes and 69 townhome units in Magness Overlook. Phase Two consists of 59 townhome units in Magness a Preserving Harford's pact. nrmmnting Hf'd erff1J4u e MY DIREC1 Exhibit ER IS 220 SOUTH MAIN STREET BEL AIR, MARYLAND 21014 410.63 D 379. 2000 • Maryland Relay 711 • www.harfordcountymd. gov

THIS DOCUMENT IS AVAILABLE L• nuennnnv[ FORMAT UPON REQUEST. REVISED PRELIMINARY PLAN APPROVAL Magness Overlook and Magness Farms P11- 023 series 6 Page 2 of 10

Overlook. Phase Three consists of 38 single-family homes and 39 townhome units in Magness Overlook. Phase Four consists of 43 single-family homes, and Phase Five consists of 35 single- family homes in Magness Farms.

The maximum allowable density for a Conventional with Open Space( COS) development in the R- 1 Zoning District is 2.0 dwelling units per gross acre. The maximum allowable density for a Conventional with Open Space development in the R-2 Zoning District is 4.5 dwelling units per gross acre. Based on these permitted densities, the parcel may be developed with a maximum of 409 dwelling units. This plan proposes 302 dwelling units. All proposed lots must meet all setbacks and minimum lot size standards for the R- 1 and R-2 Conventional with Open Space District and be shown correctly on the final plat. All lots( single-family dwellings and townhomes) that have two front yard setbacks must show two front-yard setbacks on the final plat.

A revised landscaping plan has been submitted and is herby approved by Planning and Zoning. The landscaping plan shall meet the requirements set forth in Section 267- 29 of the Harford County Code. A Buffer Yard, type" E" as described in Section 267-30 of the Harford County Code, will be required where the property abuts the Agricultural zoned property to the south and west. The buffer yard shall be clearly shown on the final plat. The final plats shall accurately label all areas of open space and public amenities that this development will offer its residents. A surety in the amount of 49,200.00 shall be submitted to ensure the planting of the approved landscaping. A surety in the form of a bond or letter of credit along with a surety agreement shall be submitted and reviewed prior to the issuance of a grading permit or building permit. All plantings shall be completed prior to the issuance of a Use and Occupancy Permit.

This project is subject to the Forest and Tree Conservation provisions as well as the Natural Resource District( NRD) provisions of the Zoning Code. A Forest Stand Delineation (FSD08-011) and a Forest Conservation Plan ( FCP 11- 028-4) have been reviewed and approved All forested areas to be retained shall be labeled as" Forest Retention Area" on the final plat and recorded along with deeds containing covenants and restrictions protecting the Forest Retention Areas. The noted areas are non- disturbance areas similar to a Natural Resources District ( NRD). Any need to encroach into the forest retention area shall require contact with the Department of Planning and Zoning and possibly a Revised Forest Conservation Plan. This site contains a net total of 121. 49± acres. The total amount of forest located on site is 28.28 acres. The proposed clearing for this project is 12.57 acres. This plan proposes to retain 15.71 acres of forest. The reforestation requirement for this site is 25. 14 acres. The planting of 265 street trees will satisfy 3.04 acres of the required reforestation. An additional 14. 38 acres of reforestation will be planted on- site. An approved off-site plan has been submitted proposing 9.25 acres, of which only 7.27 acres are needed. The remainder will be kept in reserve if the plan is subsequently adjusted and requires additional reforestation.

A surety in the amount of$ 438,039.00 must be submitted to assure the planting and survival of the required reforestation. The surety in the form of a bond or letter of credit shall be received and reviewed for the reforestation work prior to the issuance of grading permits for that phase. The Department of Planning and Zoning must be notified in writing once the reforestation is installed both on and off-site. The two-year maintenance period will begin upon receipt of this notification. A different surety amount may be posted if an acceptable cost estimate from a landscape contractor is submitted to Planning and Zoning and approved.

iWt

D REVISED PRELIMINARY PLAN APPROVAL Magness Overlook and Magness Farms P11- 023 series 6 Page 3of10

The 59. 151 acre portion of the development located south of Ring Factory Road is adjacent to a Historic County Landmark, known as" Woodview". The proposed plan was reviewed by the Historic Preservation Commission. The Commission has recommended a 75 foot vegetative buffer adjacent to the Woodview property to prevent any negative impacts to the historic character of the Woodview property. A 75 foot buffer has been provided on this plan and the Forest Conservation Plan. The Historic Landmark buffer must be recorded on the final plat. The Historic Landmark bufferyard plan also proposes a berm in the 75 foot bufferyard. The berm or any fill associated with the berm shown on the plan may not extend into the wetland buffer adjacent to Plumtree Run.

There are several large wetland areas, flood plains, springheads and minor and major tributaries winter's Run and Plumtree Run) shown on this plan. The streams, non-tidal wetlands, and the required buffers shall be labeled as" Natural Resource District"( NRD) on the final plat. There will be no forest clearing and grading permitted in the wetland buffers for actual home construction. Department of the Army ( DA) authorization is required for the proposal. The applicant will be required to demonstrate that impacts to waters of the United States have been avoided and/or minimized to the maximum extent practicable on-site. Once avoidance/minimization has been demonstrated, the applicant may also be required to mitigate for losses to waters of the United States. All applicable permits must be obtained through the Maryland Department of the Environment ( MDE) and/or Army Corp of Engineers. Approved copies of the permits shall be provided to the Department of Planning and Zoning. Impacts to the NRD shall be minimized during the development of the project. A Notice of Intent ( NO1) permit is required from the Maryland Department of the Environment ( MDE) when a project disturbs more than one ( 1) acre. Please contact MDE about the NOI permit process. The floodway associated with winters Run must be delineated on the plan. In addition, areas with steep slopes (> 25%) and contiguous of forty thousand square feet( 40,000) shall be clearly delineated on the final plat as NRD. No portion of the NRD or Forest Retention Area is allowed within the lots.

This development is being designed as a Conventional with Open Space design project. A minimum of ten percent ( 10%) of the 124.69 acres of the site must be retained as open space 12. 47 acres). The plan proposes 50.70 acres of open space. A minimum of fifty percent( 50%) of the required open space must be' active' open space, or 6.24 acres. This plan proposes 6.26 acres of active open space. The active open space in the Magness Farms portion of the project lies adjacent to Ring Factory Road and includes parking spaces and a fence to separate the play area from the road. These amenities are critical to active recreation use for this area. There are 5 areas of the Magness Overlook portion of the site that are identified as active open spaces. All of these active open space areas will require grading as indicated on the plans to create suitable space for active recreation. Fencing along both sides of Bergerac Way to separate the play areas from the road is also critical to active recreation use for those areas. Care should be taken during the grading operations to ensure that topsoil is provided to an appropriate depth and has been suitably amended to promote grass growth. Any fill placed shall be properly compacted.

The Harford County Health Department has extended its approval for this plan. The site will be serviced by public water and sewer. Prior to final plat approval, the following are required:

1. Any buildings to be razed will require a demolition permit that is secured through the Department of Planning and Zoning prior to final plat recordation for each phase. All aspects of the demolition work must be reviewed, approved, and completed to the satisfaction of the Harford County Health Department. This includes, but is not limited to,

Ibit REVISED PRELIMINARY PLAN APPROVAL Magness Overlook and Magness Farms P11- 023 series 6 Page 4 of 10

the abandonment of any wells, septic systems, asbestos, underground storage tanks, hazardous materials, solid wastes, etc. and the forwarding of any documentation concerning the demolition work. If there are any questions concerning the demolition work, please contact Mr. Joe Delizia of the Health Department's Air/Waste Division. He can be reached at 410-877-2335.

2. A large-scale print indicating the location of any wells, on- site sewerage disposal systems, and structures to be razed must be submitted to the Health Department, prior to final plat approval.

The Harford County Health Department will allow the use of the septic system currently serving 1110 S. Tollgate Road to serve the proposed construction trailer during the construction of Phase 1. The following are the conditions of this approval:

1. The existing on-site disposal system must be pumped, inspected, and certified by a contractor who has completed a course approved by the Maryland Department of the Environment( MDE) for the proper evaluation of on-site septic systems. The licensed septic contractor must submit a report of his findings to the Health Department for review. Any deficiencies noted must be corrected to the satisfaction of the Health Department.

2. A sewer line must be installed from construction trailer to the existing septic tank. The sewer line must be installed by a licensed plumber, or a Harford County licensed septic system installer. A permit is required from the Harford County Health Department; there is no fee for this permit however, the sewer line must be inspected by the Health Department prior to being covered.

3. The old sewer line serving the existing dwelling must be disconnected from the tank. The house must be vacant, or razed prior to the tank being placed in service for the construction trailer.

4. The trailer is to be connected to public water

5. Prior to the beginning of Phase 2, the construction trailer is to be relocated and the septic system must be properly abandoned. As part of this process, a licensed liquid waste hauler must pump the tank and the pump receipt submitted to the Health Department. The tank may be abandoned on- site by collapsing the lid and filling the void space with clean fill and a report submitted to the Health Department detailing the abandonment procedure. All documentation must be forwarded to Leonard Walinski of the Health Department.

The owner/developer is reminded that during the development of this project when soil moisture conditions are low, measures must be implemented to prevent the generation of dust until a permanent vegetative cover is established and all paving is completed. The final plat must bear the standard owners statement and the master plan conformance statement.

The Harford County Soil Conservation District( SCD) has reviewed this plan. An adequate sediment control plan shall be approved by the Soil Conservation District for approval before a grading permit is issued. If any proposed SWM facility meets the Small Pond Standard ( Practice 378), the pond design will have to be approved by the Harford County SCD. During the final sediment control plan Mft REVISED PRELIMINARY PLAN APPROVAL Magness Overlook and Magness Farms P11- 023 series 6 Page 5 of 10 design, take into consideration the grading along winter's Run and Plumtree Run when choosing the Best Management Practices to treat the runoff during construction. Any proposed Stormwater Management facility designed for infiltration may not be used for a sediment control trapping device. A NOI permit is required from the Maryland Department of the Environment( MDE) when a project disturbs more than one acre. Contact MDE about the NOI permit process.

The Department of Public Works, Division of Water and Sewer has approved this plan with the following conditions:

1. There is an existing water service along Tollgate Road which previously served the house on the property. It was cut and capped at the edge of the road when the house was demolished. The service shall be shown on water and sewer construction drawings along with its proposed use and a new water meter location. If it is not used as part of the development, it must be identified on the plan to be abandoned at the main as part of the utility work.

2. The water meters for each house shall be located at the edge of the public easement in a vault instead of utilizing inside meter settings.

3. The angle between the new outfall sewer and the existing sewer must be at least 30 degrees on the final construction drawings. The slope of the gravity sewer must be 3% to minimize the potential for turbulence in the flow. Using this slope, the outfall sewer along Ring Factory Road will be approximately 370 feet long from the force main discharge point to the existing sewer main.

4. The alignment of the force main and outfall sewer must be configured on the final construction drawings so that there is adequate room for its construction. Directional boring of the ductile iron force main is not possible. If additional easements are required to avoid trespassing during the sewer construction, it will be the developer's responsibility to obtain them.

5. The Preliminary Plan indicates a retaining wall in the vicinity of the pumping station. The layout and/or grading shall be revised as necessary on the construction drawings to provide a site that does not require a retaining wall.

6. The gravity sewer main shown behind Lots 69 through 74 shall be utilized to provide sewer service to the lots. This main shall terminate at the edge of the proposed earthen fill near the eastemmost rear corner of Lot 69 in the alignment shown on this plan. The final design of the sewer system in this vicinity may be adjusted to utilize the sewer mains at the rear of the lots to the extent possible. The Active Open Space between Lots 69 and 70 shall also be dedicated as an Access and Utility Easement on the construction drawings and the final plat.

7. The proposed sewer line between lots 205 and 206 shall be extended to within 10 feet ofthe tract boundary near parcel 163. The sewer shall be terminated in a lamphole. A 20 foot wide drainage and utility easement shall be placed along the tract boundary from Lot 218 to the Morse property to assist in providing sewer service to the adjacent properties. Where the Open Space area is narrower behind lots 206—209, the easement may be reduced. Exhibit

D REVISED PRELIMINARY PLAN APPROVAL Magness Overlook and Magness Farms P1 I- 023 series 6 Page 6of10

8. In townhouse units, the sewer services may be designed within the driveways if a lamphole frame and cover is placed over the cleanout. The service shall be located 4 M feet from the edge of the driveway. Water services shall remain with the grassed area, a minimum of seven feet from the sewer service. Double water house connections shall be shown on the typical layout and used wherever possible.

9. The final design of the force main along Ring Factory Road shall keep the force main a minimum of ten feet away from the existing water main.

10. The Storm Water Management facility located near the pumping station must be configured so that any piped or overland discharge from the facility is directed towards the receiving stream without crossing the pumping station access road or site.

11. The initial water service for the sewage pumping station from Phase One development will be temporary. When Phase Three is developed, a permanent water service shall be provided from the main in Chablis Drive. The design of the permanent water service shall be performed as part of the initial pumping station design.

12. The interiors of each of the new manholes after the force main discharge point as well as existing downstream manholes numbered 5, 4, 3, 2, and 1 on contract 19542 must be lined. New manholes shall have the liners factory installed during casting of the manholes by the pre-cast manufacturer. Existing manholes shall be retrofd with the liners as recommended by the liner manufacturer. The liners shall be T-Lock as manufactured by Ameron International, Sure Grip byAgru, or approved equal. This information must be added to the final construction drawings.

13. A thirty foot wide drainage and utility easement shall be placed at the end of Merlot Drive to allow for a future public sewer extension. The easement shall extend to the tract boundary through the buffer yard.

14. A public water main shall be extended in the right-of-way between lots 276 and 277 to within 10 feet of the tract boundary. The proposed storm drain in this vicinity shall not interfere with the future extension of the water main. Any gravity sewers proposed by this project may not exceed 20 feet in depth.

15. The two groups of four pan- handle lots( 260- 263 and 268-271) shall be served with water service by constructing a 2" main along the center of the common drive in a public easement.

16. No more than 100 lots may be connected to a water main within the subdivision that does not have a redundant feed. The final design shall adhere to this requirement. Operational breaks or sections may not be established which cause more than 100 lots to be served by a single-water feed.

17. The proposed sewage pumping station will be a regional pumping station, sized to handle the flow from the remaining unserved properties within its drainage area and the development envelope while allowing the future abandonment of the existing Fairwind r? 1 REVISED PRELIMINARY PLAN APPROVAL Magness Overlook and Magness Farms P11- 023 series 6 Page 7 of 10

Farms Sewage Pumping Station. This subdivision shall comply with the requirements outlined in the Ring Factory Sewage Pumping Station Policy. 18. The pumping station location site-layout and design shall meet all of the criteria in the Water and Sewer Design Guidelines. The access road grade may not exceed 10%. The force main shall be placed within the access road on the final design drawings. The pumping station shall be placed on a fee simple lot dedicated to the County. The lot and any access roadways shall be granted to the County prior to or concurrent with the submission of the first plat in the subdivision. The deed for the pumping station lot shall be submitted for review with the Mylar construction drawings.

19. Each phase of this development as well as the sewage pumping station shall be placed on a separate set of contract drawings. The contract numbers for Phase One of this project are 19647 for water and 19648 for sewer. The contract numbers shall be placed on the utility construction drawings before their initial submittal to the County for review. 20. The final plats for this project must include drainage and utility easements between the proposed lots to the tract boundary as shown on this plan and stated in this approval letter.

21. When the water and sewer construction drawings are approved for the townhomes inthis subdivision, they will be approved for only the building footprint and driveway locations shown on this plan. The architectural drawings and driveway layout shall be provided with the water and sewer contract drawings if requested. Any revisions to the shape of the building footprint will require that the utility drawings be revised to show the new configuration of the unit. Additionally, if a group or block of buildings is shifted, revised construction drawings must be approved forthe change. The Developer hereby agrees to relocate at his expense any services that are Incorrectly placed within a driveway or sidewalk.

All proposed roads shall be designed and constructed as public roads. Road plans will need to be approved and a Public Works Agreement will need to be executed prior to the issuance of building permits for the site.

The emergency access/pedestrian linkage, including the culvert crossing, between Chinon Way and Chambertin Court shall be owned and maintained by the Homeowner's Association. Sidewalks are required along all property boundaries. A pedestrian connection is required between the south and north sides of Ring Factory Road.

The intersections of Bergerac Way/ Tollgate, Fronds Drive/Ring Factory Road, and Merlot Drive/Ring Factory Road must have a 35 mph designspeed site distance, and be verified prior to road acceptance. Additionally, each intersection must have a channelized right turn lane.

Roadside drainage shall be addressed along Somerville Road, Ring Factory Road, and Tollgate Road by providing a 3 ft. graded shoulder and side ditch or a closed storm drain system which will be determined during final design.

Exhibit

D REVISED PRELIMINARY PLAN APPROVAL Magness Overlook and Magness Farms P11-023 series 6 Page 8 of 10

Road names must be approved by Harford County Department of Emergency Operations( EOC) prior to final plat recordation and shall include no more than 12 letters and spaces excluding the suffix.

A 30 ft. right-of-way is required along Tollgate Road, Ring Factory Road, and Somerville Road. Parking restrictions will be applicably placed along the inside perimeter of the cul-de-sac to eliminate problems with school bus access.

Any offsite road improvements must be bonded prior to application for any building permits and constructed prior to issuance of any Use & Occupancy permits.

The Departments of Public Works and the Department of Planning and Zoning have reviewed the Traffic Impact Analysis for this development The following improvements are required and access permits must be issued prior to building permit application

1. Tollgate Road @ Site Access—The developer is required to construct a northbound Tollgate Road left turn lane with 75 feet of storage plus deceleration and taper and a southbound Tollgate Road deceleration lane. This geometric improvement must be done in accordance with Harford County DPW standards.

2. MD 24 © Ring Factory Road —The developer is required to extend the eastbound Ring Factory Road right turn lane to provide 75 feet of additional storage plus deceleration and taper. This geometric improvement must be done in accordance with Maryland SHA and Harford County DPW standards.

3. Business US 1 © Old Joppa Road — In accordance with Harford County' s APF, the developer is required to mitigate their impact at failing intersections. No mitigation is offered by the developer for this intersection. Therefore, Harford County has determined that the north bound right turn lane on Old Joppa Road at US 1 shall be extended 25 feet plus taper in accordance with Harford County standards, this will mitigate the developer' s impact at this intersection.

Prior to the application of any building permits, all SHA access permits must be issued and any Harford County Public Works Agreements must be fully executed by the developer. Copies of these documents must be provided to the Department of Planning and Zoning. If you have any questions regarding these requirements, please contact Alex Rawls of the Department of Planning and Zoning at 410-638-3103 extension 1372.

The Maryland Department of Transportation, State Highways Administration ( SHA) requires a Design Request( DR) for the proposed geometric modification on Ring Factory Road near the MD Route 24 signal. The DR should be sent to Ms. Erin Kuhn, Assistant District Engineer—Traffic, with a copy to the Access Management Division.

The SHA requires an access permit for all construction within the SHA right-of-way. Seven ( 7) copies of design plans and a point-by-point response addressing the above comments may be submitted to the SHA Access management Division addressed to Mr. Steven D. Foster to the attention of Mr. Jim Renaud. Please reference the SHA tracking number on future submissions. If

Exhibit D REVISED PRELIMINARY PLAN APPROVAL Magness Overlook and Magness Farms P11- 023 series 6 Page 9 of 10 you have questions regarding these comments, please contact Ms. Kelly Kosino at 410-545-8897 or kkosino @sha.state.md. us.

A sediment control plan and a grading permit will be required for the development of this site. Sediment controls are to be designed to the specifications as set forth in the Maryland Standards for Erosion and Sediment Control, latest edition.

A stormwater management plan has been submitted and approved by the Department of Public Works. The existing ponds will need to be evaluated and upgraded to current specifications. A stormwater management permit is required prior to the issuance of a building permit. Stormwater management shall be approved prior to the issuance of a grading permit. Maintenance ofthe storm water management facility is the responsibility of the lot owners and shall be stipulated in the association documents.

A Homeowners Association ( H.O.A.) is required to be established for the ownership and maintenance of all open space areas and the proposed stormwater management facilities. The HOA documents shall be submitted with the final plat, for recording within the Harford County Land Records.

Lots 252-253, 255-256, 261- 264 and 269-272 will require common drives for access purposes. This area shall be easily distinguishable on the final plat. Common Drive Agreements providing for the use, maintenance and responsibility of the common drives must be submitted for recordation with the final plats.

A cul- de-sac waiver request has been submitted for Chinon Way to permit a cul-de-sac that exceeds the 600-foot limit. Due to the environmental constraints thiswaiver is hereby granted.

This tract of land consists of several parcels and recorded lots, under the name of " Lands of Magness". This plan will cause the revisions to recorded plats 33-39, 102-94 and 114- 17. All new final plats that will affect the existing recorded plats shall contain the appropriate supercedes note referencing the recorded plat and the proposed revisions.

The final plat is required to bear one or more corners accurately tied bya system of bearings and distances to a monument of the Harford County system according to Section 6.01. D.2. of the Harford County Subdivision Regulations.

For subdivisions that require overhead/ underground right-of-way agreements, the agreements shall be executed and delivered by the subdivider to the appropriate public service company prior to final plat approval. Verification of this transaction will be submitted by the service company to the Department of Planning and Zoning prior to final plat recordation.

The final plat shall bear the following:

1. Addresses: ( See Addressed plan)

2. Signature of all owners of record; and

3. All plat plan notes. Exhibit D REVISED PRELIMINARY PLAN APPROVAL Magness Overlook and Magness Fanns P11- 023 series 6 Page 10of10

Subject to the conditions as stated herein, preliminary approval is hereby granted and is valid until December 23, 2013. Request for an extension must be submitted in writing at least sixty (60) calendar days prior to the expiration of this approval. Final approval is contingent on the plan' s compliance with all other State, County and Federal regulations. The final plat shall be recorded in the Harford County Land Records prior to building permit application.

The signed original of this letter, indicating concurrence by the owner/developer with the conditions as stated herein, must be returned within sixty (60) calendar days of the date of this appoval.

Milton D. Davenport, C 4 Anthony S. McClune, Deputy Director Date Development Review Planning and Zoning

SdStA Iie t iA/fots, c s.c fly: 44011 ae., , f,.4)/ 1 s/ h/ i) Owner/Developer- Signature Date

I hereby accept the conditions of this preliminary plan AWAvr U r , t approval f hf41 C Or 4 414/ glid4W4 " 14091i IVn r/Developer- Print Name

ASM: MDD: BG/dm

Cc: P& Z; DPW- W&S; DPW- Highways; P& R; Health Dept.; EO; SHA Engineer; Owner

RECEIVED

613 MAY - = /

Wen P• tad Qp . >

habit D 54. Richardson' s Legacy Phase 1 Sewer Recoupment Project 19542 ( RL1) PWUA date: 11/ 01/ 2010)

Term of the recoupment was established to be 20 years or until the project cost of $ 491, 568.00 as outlined in the Agreement has been recovered, whichever is first. The Developer was required to design and construct a portion of the on- site and off-site sewer facilities at a larger size to serve as an outfall sewer for a future County owned sewage pumping station. The recoupment charge to be paid by each user, excluding those units developed in the Richardson' s Legacy development, who desires to be served shall be as follows: A residential dwelling unit shall pay $ 1, 254.00 per unit A nonresidential connection shall pay $ 1, 254.00 per number of sets of hook- up charges as calculated by Part 4 of the Rules & Regulations. The recoupment charge shall be collected at the time all other hook- up charges are paid for eligible properties not requiring a Public Works Utility Agreement. Properties which require a Public Works Utility Agreement to develop will be required to pay the total recoupment amount in a lump sum prior to the issuance of the first building permit for all lots in an approved section or operational break.

55. Ring Factory Sewage Pumping Station Policy ( RF1) Policy established 03/28/2011)

The purpose of this policy is to develop a plan and associated funding mechanisms to extend public sewer to an area southwest of the Town of Bel Air as shown in Exhibit A. The service area is within the boundary of the 2004 Land Use Plan and is anticipated to be served with public water and sewer facilities. The extension of public sewer consists of a new 1. 3 mgd regional sewage pumping station and a 10 inch diameter force main that will discharge into a proposed 12 inch diameter gravity sewer in the Richardson' s Legacy Subdivision.

The proposed pumping station will be constructed to serve the remaining properties within the service area and provide capacity for the eventual abandonment of the existing Fairwind Farms sewage pumping station by the County. In order to serve the entire service area with gravity sewer and only one sewage pumping station, the facility shall be located on Tax Map 56, parcel 294, also known as the Magness property. This pumping station will be designed and constructed concurrent with the first section of the subdivision of the Magness Property. Temporary sewage pumping stations or pressure sewers will not be allowed within the service area.

The developer that designs and constructs the Ring Factory Sewage Pumping Station is entitled to receive a recoupment in accordance with Chapter 256 of the Harford County Code. A recoupment is an amount of money paid per equivalent flow unit to a developer who constructs excess capacity, at the County's request, in a facility for the express purpose of serving additional future customers beyond the developer' s subdivision. Exhibit B presents the estimated cost of the project for the purpose of establishing the percentage breakdown of the costs between the County and the Developer. The methodology for calculating the recoupment amount is also shown in Exhibit B. The amount of contribution or recoupment

18 - 99 ES available to reimburse the developer who constructs the required facilities is dependent upon the actual number of units connected. Any property whose sewage will flow through the pumping station shall pay the recoupment. Any lots within the drainage area that obtain gravity sewer service without utilizing the pumping station shall not pay the recoupment charge. Additionally, lots created by the development associated with this project shall not pay the recoupment charge. Existing Harford County sewer customers shall not pay the recoupment. Any property that is subdivided is required to pay a recoupment and shall pay the entire recoupment amount for all lots that are created within the subdivision except for any lot that was an existing Harford County sewer customer prior to the subdivision. The payment shall be made in a lump sum prior to receiving operational approval of the first section of utilities for the project or prior to approval of the first building permit, whichever comes first. Lot by lot payment of the recoupment fees will not be allowed. All other connection fees shall be paid prior to approval of a building permit.

Each apartment, condominium and trailer/mobile home shall be considered as one equivalent flow unit for the purpose of paying the recoupment establish by this policy. The term of the recoupment agreement shall be twenty (20) years from the date of execution of the Public Works Utility Agreement or until the recoupment amount has been recovered and forwarded to the developer by Harford County, whichever is first.

The proposed force main is planned to connect to a gravity sewer that will be constructed as part of the Richardson' s Legacy subdivision. A separate recoupment agreement has been created to allow the person who constructs the gravity sewer to recover a portion of the construction cost. In the event that the aforementioned gravity sewer does not have a valid Public Works Utility Agreement for its construction, another party may design and construct the necessary gravity sewer in a configuration and location approved by the Division of Water and Sewer. The pumping station and force main will not be declared operational prior to the aforementioned gravity sewer being declared operational.

The estimated project costs for the construction of the Ring Factory Sewage Pumping Station as shown on Exhibit B are subject to a one-time adjustment to account for the actual construction costs. After the project has been completed and declared operational, the estimated project costs will be adjusted to reflect the actual construction costs. Cost affidavits shall be supplied by the engineers and contractors for the aforementioned work items. The affidavits shall be submitted to the County by the developer within 90 days of operational approval. These documents will be reviewed by the County and when approved, the project cost will be adjusted either upwards or downwards. The cost per equivalent dwelling unit will be adjusted accordingly. No adjustments shall be made for any lots which have already paid the recoupment.

In addition to any recoupment collected, Harford County shall be responsible for reimbursing the developer who constructs the Ring Factory Sewage Pumping Station and forcemain for the capacity that is being provided to allow the abandonment of the Fairwind Farms Sewage Pumping Station. The percentage of the County' s reimbursement is established by this policy. It is calculated in Exhibit B. The actual amount of the County' s contribution will be determined after the final project cost has been calculated. Payment by the County to the Developer may only occur after the sewage from the Fairwind Farms Sewage Pumping Station has been redirected and is flowing to the Ring Factory Sewage Pumping Station.

18 - 100 Harford County's reimbursement to the developer is contingent on the approval of the Harford County Council for sufficient appropriation and funding authority.

No undeveloped lots and/ or parcels of property, or any on site sewer contracts whose sewage will flow into the Ring Factory Sewage Pumping Station shall be allowed to be declared operational or allowed to connect to a public sewer system until the subject pumping station has been declared operational. In addition, no building permits will be issued in the drainage area until the County is confident that the Ring Factory Sewage Pumping Station, its force main and the off-site gravity sewer will become operational within three ( 3) months of the request. Model homes may receive a building permit when, in the opinion of Harford County, the pump station is within five ( 5) months of becoming operational. In either case, all required bonds must be posted by the developer prior to the issuance of any building permits. Absolutely no occupancy permits will be issued until the station and all the gravity lines are operational, both to the station and downstream of the station. Pump outs will not be allowed.

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PROPOSED RING FACTORY SEWAGE PUMPING STATION

LJ FAIRWIND FARMS PS DRAINAGEAREA I Ring Factory Sewage Pumping Station Service Area Exhibit "A" - Sheet 1 of 2 January 27, 2011 18 - 102 IS rrY1' 'Ik.751. Ring Factory Sewage Pumping Station Service Area Exhibit" A" - Sheet 2 of 2

Assumed Future Parcel No. Name Acreage Zoning Eq. Units

710 lot R1 1 710 lot5A R1 1 710 lot 4 R1 1 710 lot 3 R1 1 710 lot 2 R1 1 710 lot 1 R1 1 22 Appletree Orchard 24. 18 R2 45 3 lot 1 Padgett Property 1. 28 R1 2 3 lot 2 Marshall Property 3. 82 R1 4 257 R1 1 162 Morse Property 4. 26 R1 3 4, 8, 294

526, 594,604 Magness' Exemption 124. 7 R1 & R2 * 300 207 O' Connell Property 7. 38 R2 25 345 R1 1 163 R1 1 348 R1 1 316 R1 1 333 R1 1 4721ots1- 13 Multiple Lots in Camelot R1 13 4731ots27-36 Multiple Lots in Camelot R1 10 58andp/ o264 O' Connell Property 12. 5 R1 22 p/ o 9 Crocker Property 2.57 R1 4 155 R1 1 154 R1 1 150 R1 1 153 R1 1 199 Frey Property 3. 8 R1 2 151 Klein Property 6. 7 R1 4 221 Rogers Property 4. 17 R1 2 306 Gingher Property 3. 42 R1 2 149 Mills Property 3. 18 R1 3 p/ o 295 Magness Property 40 R1 72 Kathleen)

Total Unsened Units in the Drainage Area 529

Projected Connections in 20 Years 392

Exhibit 18 - 103 E Ring Factory Sewage Pumping Station and Force Main Estimated Project Costs Exhibit " B" — Sheet 1 of 2

Cost Estimate For Pumping Station Without Fairwind Farms Flows

Use Cokesbury Manor P. S. prices including 1235' of 6" f.m. costs from 2003 inflated to 2010 4. 16% for 7 years) plus 2115' of additional f.m. at$ 61. 87/ft. and an Air Release Valve (ARV).

500,226 x 1. 33 ( infl. factor) = $665, 301 $ 61. 87 x 2115' = $ 130,855 10, 000 for ARV

Inflate total to year 2015 ( 3% for 5 years) = $ 665, 301+$ 130, 855+$ 10, 000= 806, 156 x 1. 159= $ 934,335

Cost Estimate For Pumping Station With Fairwind Farms Flows

Use Reckord Road P. S. prices from 1997 inflated to 2010 using ENR Construction Cost Index 3. 3% for 13 years) and add 3350' of 10" f.m. and ARV costs.

641, 642 x 1. 526 ( infl. factor) = $979, 146 $ 80. 00 x 3350' = $ 268, 000 $ 10, 000 for ARV

Inflate total to year 2015 ( 3% for 5 years) = $ 979, 146+$ 268, 000+$ 10, 000= 1, 257, 146 x 1. 159= $ 1, 457, 032

Exhibit 18 - 104 E Ring Factory Regional Sewage Pumping Station and Force Main Estimated Project Costs Exhibit" B" - Sheet 2 of 2

Task Units Oft Unit Price Cost

1. 3 mgd Sewage Pumping Station includes flow from Fairwind Farms SPS) 979, 146. 00 Force Main ( 10" Dia.) LF 3350 $ 80. 00 $ 268, 000. 00 Air Release Valve& Vault EA 1 $ 10, 000. 00 $ 10, 000. 00

Total Project Cost 1, 257, 146. 00

Inflate Costs to 2015 (3% for 5 years) x1. 159

Total Future Project Cost = $ 1, 457,032. 00

0. 657 mgd Sewage Pumping Station including 1235' of 6" dia. force main excludes flow from Fairwind Farms SPS) 665, 301. 00 Force Main ( 6" Dia.) LF 2115 $ 61. 87 $ 130, 855. 00 Air Release Valve & Vault EA 1 $ 10, 000. 00 $ 10, 000. 00

Total Project Cost 806, 159.00

Inflate Costs to 2015 (3% for 5 years) x1. 159

Total Future Project Cost = $ 934,335.00

Estimated county cost equals difference in cost between the two projects

1, 457, 032. 00 -$ 934,335. 00 = $ 522, 697. 00

Therefore the County percentage of cost = $ 522, 697+$ 1, 457,032 = 35. 9%

Estimated Cost Per Equivalent Dwelling Unit

Projected Connections in 20 Years = 392

Cost Per Equivalent Dwelling Unit = $ 934, 335/ 392 = $ 2383.51 Say$ 2384

Magness Property Developer Cost Responsibility = $ 2384 x 300 = $ 715,200. 00

Potential Recoupable Cost from Other Properties Served = $ 2384 x 92 = $ 219, 328. 0(

Note: The costs on this sheet are subject to change in accordance with the policy. 01/ 27/ 2011

18 - 105 ES HARFORD COUNTY - DIVISION OF WATER & SEWER

DEVELOPER BUILT PUMPING STATION S. O.P. CONSTRUCTION PHASE APPROVAL PROCESS

1. Definitions:

A. W&S Engineering - The designated representative from the Water and Sewer Engineering Section is responsible for the design and construction review and approval process and to ensure the requirements of this SOP are adhered to.

B. W& S PS Operations - The designated representatives of the Water and Sewer Operations, Pump Station section.

C. W& S Operations Chief—The Chief of Water and Sewer Operations

D. W&S Facilities — The designated representative( s) from the Water and Sewer Facilities Section capable of performing operational walk-thru and signing off on the operational form for the work related to the pump station force main and backflow preventer.

E. BCM —The District Chief Inspector and the designated inspector from the Bureau of Construction Management ( BCM) or a designated representative on behalf of the Division of Water & Sewer are responsible to ensure that the project is constructed in accordance with the construction plans and project manual.

F. Developer Engineer — The designated representative from the Developer's Consulting Engineer who is the point of contact with W&S Engineering and is responsible for the design, shop drawing review, design field changes, and to identify any construction/ installation which is contrary to the intent of the design.

G. Contractor— The designated representatives from the General Contractor and subcontractors, including superintendent, foreman, and project manager.

H. Equipment Representative — The designated representatives for various components of the pumping station, capable of inspecting the equipment determining if it has been properly installed, checking the function of the equipment, and capable of troubleshooting. These components include pumps and motors, control systems, telemetry system, flow meter, and generator.

1 ® Issued: 09/04 Revised: 03/08 Revised: 02/ 14 Revised: 03/ 14 Harford County— Division c. .._ ter& Sewer Developer Built Pump Station SOP- Construction Phase Approval Process

At the time this document was prepared, the following known representatives fill the above County positions: W&S Engineering - Steven Schulz ( Facilitator), Dave Pergrin ( Supervisor) Darryl Ivins ( Facilitator during Design) W&S PS Operatiohs: Brad Edwards— Assistance Superintendent W&S Ops Chief- Talad Said W&S Facilities - Dave Gosnell - Supervisor, Richard Rex- Chief BCM - Gary Smith, Chief District Inspector, Inspectors vary

2. Lines of Communication

A. Day to day activity: Contractor to BCM to W&S Engineering

B. Field Changes/ Problems: Contractor to Developer Engineer to BCM Inspector and/or W&S Engineering to W&S PS Operations

3. The following must occur before a Pre-Construction meeting may be scheduled:

A. Construction drawings and project manual approved by Harford County

B. Developer submits a draft fee- simple deed in final form for transfer of ownership of the pumping station site and entrance road to Harford County Department of Public Works, Division of Water and Sewer, Deputy Director for review and comment.

C. Public Works Utility Agreement (PWUA) is executed.

D. The Maryland Department of Environment ( MDE) Construction Permit has been approved.

E. All other permits have been approved, including Wetlands, Grading and SHA, if applicable.

F. A copy of the above has been submitted to W& S Operations Chief.

4. Scheduling the Pre-Construction Meeting A. Developer requests BCM for a Pre- Construction Meeting

B. BCM provides notification of the meeting to all attendees a minimum of five (5) working days in advance.

C. Contractor shall prepare and present during the Pre- Construction meeting, a detailed emergency contact information sheet with names, titles and phone numbers.

D. Developer' s Engineer submits four (4) sets of plans and project manual to BCM prior to holding the pre- construction meeting.

2 Issued: 09/ 04 Revised: 03/ 08 Revised: 02/ 14 Revised: 03/ 14 Revised: 05/ 14 Harford County— Division a nester& Sewer Developer Built Pump Station SOP- Construction Phase Approval Process

E. Developer's Engineer submits one set of plans and project manual and in the possession of W&S PS Operations prior to holding the pre- construction meeting.

5. Pre-Construction Meeting Attendees A. W&S Engineering B. W&S PS Operations C. W&S Facilities D. BCM E. Erosion & Sediment Control F. Developer/Owner G. Developer Engineer H. Contractor Sub-Contractor (as required)

6. Pre-Construction Meeting Topics A. Project Schedule B. Coordination and lines of communication C. Shop Drawing review and approval process D. 0 & M Manual review and approval process E. Site constraints, construction means and methods, adjacent property owner issues, etc. F. Process of reviewing and approving field changes G. Operation Inspection Procedures ( will be provided) H. Installation and start-up checklist & procedures Discuss components that W&S Engineering and W&S PS Operations may want to witness during installation, testing, and start-up. This is included in the Operation Inspection Procedures. J. Operational Approval process K. Provide a completed emergency contact form for points of contact of all applicable individuals involved with the project.

7. Shop Drawing Review and Approval Process A. Developer's Engineer is responsible for shop drawing review and approval.

B. Once Developer Engineer approves the shop drawings, but before they are returned to the Contractor and/ or Equipment Representative, a minimum of five ( 5) sets shall be submitted to W& S Engineering for review and concurrence.

C. W&S Engineering coordinates the review and concurrence with W&S PS Operations. Any unresolved conflicts in comments will be decided by W&S Deputy Director. Total County review time for concurrence shall be ten ( 10) working days upon receipt.

3 Exhibit Issued: 09/ 04 Revised: 03/ 08 P Revised: 02/ 14 Revised: 03/ 14 Revised: 05/ 14 Harford County— Division o. Sewer Developer Built Pump Station SOP- Construction Phase Approval Process

D. Four ( 4) sets of concurred shop drawings will be retained by Harford County, the remainder will be returned to the Developer Engineer.

8. Operations and Maintenance (O& M) Manual Review and Approval Process A. Developer Engineer shall submit one ( 1) copy of a preliminary O& M Manual to W& S Engineering for review and comment at least 60-days prior to system start-up and testing. System start-up and testing may not occur until this information has been submitted and approved.

B. W&S Engineering will coordinate with W&S PS Operations for review and comment and return to Developer Engineer within 20 working days.

C. Once all comments have been satisfactorily been addressed, the Developer Engineer submits two ( 2) final sets of the O& M Manual to W&S Engineering after the Pump Station has been successfully started and commissioned. The final O& M manual shall incorporate the various changes and modifications that may have occurred during commissioning. The Developer Engineer ( or Contractor) shall also provide an electronic version of the final O& M manual as indicated in the specifications

D. Operational approval is contingent on a satisfactory final O& M Manual.

9. Changes to the Plans and Project Manual A. Any changes proposed by the Contractor shall be submitted to the Developer Engineer for consideration. If approved by the Developer Engineer, the Developer Engineer submits one ( 1) red- line print to W&S Engineering.

B. W& S Engineering will coordinate with W&S PS Operations for review and comment.

C. Once approved, four (4) sets of red- lined marked- up prints shall be submitted to W& S Engineering who will then distribute to BCM and W&S PS Operations.

D. The Developer Engineer shall keep track of all approved changes and must reflect these changes on the as-builts.

10. Role of BCM

A. Monitors the construction to check if the construction is in accordance with the plans, project manual and shop drawings. BCM Inspector maintains daily inspection reports of all activities occurring on a daily basis.

4 ® Issued: 09/ 04 Revised: 03/ 08 Revised: 02/ 14 Revised: 03/ 14 Revised: 05/ 14 Harford County— Division of rioter& Sewer Developer Built Pump Station SOP- Construction Phase Approval Process

B. Notifies W&S Engineering and W&S PS Operations of installation, testing and start-up of those items on the list identified at the pre- construction meeting.

C. Makes proper notification to all attendees for pre and final operational walk thru.

11. Pre- Operational Walk-Thru ( Visual Inspection) A. Developer requests a pre- operational inspection in writing to BCM.

B. A minimum of five ( 5) working days prior notification shall be given.

C. On- site services ( if applicable), should have been inspected and approved. It is shall be the responsibility of the Developer Engineer to complete all as-built drawings for the on- site services and submit to W&S Engineering for review and approval.

D. The pump station force main and point of discharge, must be inspected and approved prior to request for operational inspection walk-thru.

E. During the walk-thru inspection, W& S PS Operations will conduct SCADA verification to ensure that the system is communicating with Sod Run WWTP ( master RTU location) and will adjust accordingly. A minimum of one ( 1) working day is required to complete the SCADA inspection.

F. BCM shall notify W& S Engineering of the operational inspection request. W&S Engineering shall schedule and notify all attendees.

G. At a minimum, the attendees shall include; W& S PS Operations, W&S Facilities, including water meter staff, W&S Engineering, BCM and Contractor( re: Electrical Contractor).

H. W&S PS Operations will generate a preliminary punchlist.

12. System Testing and Start- up NOTE: It is recommended that KISS PS Operations be present during any testing and pre-commissioning of the pump station to assist as necessary. A. Developer requests a system testing & startup request in writing to BCM with a minimum of five (5) working days prior notification.

B. All on- site services ( if applicable) and pump station force main and point of discharge, must be inspected and approved prior to requesting system testing & startup.

C. All mechanical and electrical components should be calibrated by manufacturer representative prior to conducting system testing & startup.

5 Issued: 09/ 04 Revised: 03/ 08 IS Revised: 02/ 14 Revised: 03/ 14 Revised: 05/ 14 Harford County— Division c. ... ter& Sewer Built Pump Station SOP Constructio n Phase Approvalpproval Process

D. Prior to start-up of any system or component, the preliminary O& M Manual shall be reviewed and approved as indicated in Section 8.

E. BCM shall verify with W& S Engineering to determine if the preliminary O& M Manual has been approved. If so, BCM shall notify W&S Engineering & W&S PS Operations. W& S Engineering shall schedule and notify all attendees.

F. At a minimum, the following attendees shall be present during startup: BCM W&S PS Operations W&S Engineering W&S Facilities ( if applicable) Equipment Representative Generator, Pump, Flowmeter, Starters ( VFD/ Soft Start) and other manufacturers as requested by W&S PS Operations. Contractor (and Sub- Contractor as necessary) Developer ( OPTIONAL) Developer Engineer

G. W& S PS Operations will provide a Operational Inspection Procedure checklist as indicated in Section 6 as assistance during the commissioning of the pump station.

H. W& S PS Operations and W&S Engineering will generate a detailed punchlist, in addition to the preliminary punchlist from Pre- Inspection and provided to BCM, Developer and Contractor

13. Pre- Operational Draw-down test

A. After successful start-up and testing, but prior to operational approval, all pumps shall be tested by the Contractor using the standard drawdown method. This test shall be witnessed by W&S Engineering and W&S PS Operations. The test results will be compared to the flow meter readings, design flow rate and certified pump curves.

B. BCM and W&S Engineering shall coordinate and schedule the drawdown test.

14. Operational Inspection Pre- Requisites The following must be completed prior to considering a final operational inspection:

A. All generated punchlist items shall be completed to the satisfaction of BCM, W& S PS Operations, W&S Facilities and W&S Engineering.

B. All on- site services ( if applicable) and pump station force main must be inspected and approved prior to requesting system testing & startup.

6 09/04 Exhibit Revised:Revised: 03/08 F Revised: 02/ 14 Revised: 03/ 14 Revised: 05/ 14 Harford County— Division oi vvoter& Sewer Developer Built Pump Station SOP- Construction Phase Approval Process

C. The pump station force main and point of discharge, must be inspected and approved prior to request for operational inspection walk-thru of the pump station.

D. Developer Engineer shall complete all as- built drawings for both the on- site service ( if applicable) and pump station contracts. These drawings shall be submitted to W&S Engineering for review and approval in accordance with the standard as-built review process.

E. Two ( 2) copies of the final approved O& M Manual is submitted to W& S Engineering and one ( 1) electronic version ( CD- ROM).

F. A pump drawdown test has been completed and the resultant pumped flows are satisfactory to W&S Engineering.

G. All spare parts have been received by W&S PS Operations

H. The Contractor has completed all training of the systems to the satisfaction of W& S PS Operations.

The Contractor has submitted the manufacturer certifications for the following, but not limited to; flowmeter and recorder, pump curves, drywell blower SCFM, pressure gauges, backflow preventer, and generator loading to W&S Engineering. W&S Engineering will then submit copies to W&S PS Operations.

15. Final Operational Inspection A. After the successful completion of System Testing and Drawdown Test, and all punchlist items addressed, the operational sign- off procedure may begin.

B. Contractor shall install the Cyberlock to the control building.

C. If the project is acceptable, the Contractor shall turn all keys over to W& S PS Operations. From this point on, any visit to the pump station by non- County personnel must be accompanied by W&S PS Operations personnel. Site visits must be scheduled through the W&S PS Operations.

16. Operational Sign- Off A. Prior to Operational Sign-off, the Developer shall submit the maintenance bond to Water and Sewer Administration.

B. Prior to W&S Administration and the Deputy Director signing- off:

the Developer Engineer shall complete all as- built drawings. These drawings shall be submitted to W&S Engineering for review and approval. All comments shall be addressed. 7 ® Issued: 09/ 04 Revised: 03/08 Revised: 02/ 14 Revised: 03/ 14 Revised: 05/ 14 Harford County— Division c...... ter& Sewer Developer Built Pump Station SOP- Construction Phase Approval Process

Additionally, the fee-simple deed accompanied by an exhibit describing the legal description of the property which transfers ownership of the pump station site and access road to the County shall be executed and submitted to W&S Engineering.

C. The following shall sign-off on the operational form in the following order: BCM W&S Facilities W&S Operations Chief W&S Administration and Engineering Deputy Director

17. Post Operational Activities

A. Water and Sewer Administration faxes/ emails operational form to all Final Operational Inspection attendees once the Deputy Director signs.

B. As indicated in the PWUA, the Developer is responsible for paying the O& M costs for the pump station for a period of five years from the operational date when the Deputy Director signed.

C. Developer/Owner shall provide billing records from all related utility companies ( BGE, water, etc) including appropriate account number, address, etc. At the end of the maintenance period and after the County has approved release of maintenance security, the Developer/Owner must transfer all utility accounts to Harford County.

D. County will record the executed fee-simple deed within 90 days from the operational date.

8 Issued: 09/ 04 Revised: 03/ 08 is Revised: 02/ 14 Revised: 03/ 14 Revised: 05/ 14 A1NO

SIN ]W f1D0a

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VflMd

JO lHVd ION State of Maryland y" rv7E hr Marco vrroerr r Department of and Taxation a u(` Robert E. Young

YNr\I j}r }, 3 Director

Charter Division k i Paul B. Anderson Adndnlnratar

Date: 10/ 01/ 2012

TYDINGS & ROSENBERG BARRY WEISKOPF

26TH FLOOR 100 E. PRATT ST. BALTIMORE MD 21202- 1009

THIS LETTER IS TO CONFIRM ACCEPTANCE OF THE FOLLOWING FILING:

ENTITY NAME SOMERVILLE PARTNERS, LLC

DEPARTMENT ID W14882575

TYPE OF REQUEST : ARTICLES OF ORGANIZATION

DATE FILED 10- 01- 2012

TIME FILED 03: 41 PM

RECORDING FEE 100. 00 EXPEDITED FEE 50. 00

POSTAGE FEE 5. 00

FILING NUMBER 1000362003878255

CUSTOMER ID 0002815481

WORK ORDER NUMBER : 0004032061

PLEASE VERIFY THE INFORMATION CONTAINED IN THIS LETTER. NOTIFY THIS DEPARTMENT IN WRITING IF ANY INFORMATION IS INCORRECT. INCLUDE THE CUSTOMER ID AND THE WORK ORDER NUMBER ON ANY INQUIRIES. EVERY YEAR THIS ENTITY MUST FILE A PERSONAL PROPERTY RETURN IN ORDER TO MAINTAIN ITS EXISTENCE EVEN IF IT DOES NOT OWN PERSONAL PROPERTY. A BLANK RETURN WILL BE MAILED BY FEBRUARY OF THE YEAR FOR WHICH THE RETURN IS DUE.

Charter Division Baltimore Metro Area ( 410) 767- 1350 Outside Metro Area ( 888) 246- 5941

0007906192 301 West Preston Street-Room 801-Baltimore, Maryland 21201. 2395 Telephone( 410)767.4950/ ToB f•ee in Maryyland( 888)246-5941 CACCPT MRS( Maryland Relay Setvke)( 800)735.2258TT/Voice- Fax( 410)333-7097 Websile: wwwdat,state.md,us 1

THE INTERESTS DESCRIBED HEREIN HAYS NOT BEEN REQL42ERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR UNDER 1738 SECURITIES ACT OFANY STATE OR JURISDICTION NO SALE, OFFER TO SELL, OR OTHER TRANSFER OF THESE INTERESTS MAX BE MADE BY MEMBER UNLESS PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT, OR U : SS IN TEE OPINION OF COUNSEL OF SOMERVILLE PAR /x:. j4;, LLC THE PROPOSED DISPOSITION FALLS WITHINA VALID : c r TION FROM THE REGISTRATION PROVISIONS OF TMOSRACTS.

SOMERVILLE PARTNERS, LLC OPERATING AGREEMENT

This OPERATING AGREEMENT ( this " Agreement") made this Jo( 4 day of December, 2012, by and among referred to individually herein as a " Member," and collectively as the Members") and. referred to individually herein as a" Guarantor," and collectively as the" Guarantors').

EXPLANATORY STATEMENT•

A. Somerville Patters, LLC( the" Company') has been formed as a Maryland limited liability pompany under the Maryland Limited Liability Company Act( the "Act') pursuant to the Articles ofOrganization filed with the Maryland State Department ofAssessments and Taxation on October. 1, 2012, by Bany Weiskopf,as hereby duly authorized by the Members. The.Articles of Organization are hereby ratified, confirmed and approved by the Members.

B. The Members join herein to regulate and establish the affairs of the Company and the relations of its Members.

NOW, THEREFORE, in consideration ofthe mutual promises of the parties hereto, each to the other, and of good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, it is mutually agreed by and between the parties hereto as follows:

1, Name. The Members have formed a limited liability company known as Somerville Partners, LLC" pursuant to the provisions ofthe Act.

2. principal Office and Mailing Address; Resident Agent. The address of the principal office of the Company in Maryland is 303 International Circle, Suite 360, Hunt Valley, MD 21030. The resident agent of the Company is Barry Weiskopf,who is a citizen ofMaryland and resides therein, and his address is 100 East Pratt Street, 26th Floor, Baltimore, Maryland 21202. I 3. Purposes. The Company is formed for the purpose of engaging in @pd conducting all and every kind of lawful business, including, but not limited to, acquiring, financing, refinancing, leasing, and managing real estate and interests therein.

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4. Term,. The Company shall have a perpetual term beginning as of October 1, 2012 unless sooner terminated pursuant to the further terms of this Agreement.

S. Members and Percentage Interests. The names and addresses of the Members of the Company are as set forth on Schedule A attached hereto and made a part hereof. Each Member shall have a percentage interest in the Company (" Percentage Interest") as set forth opposite its respective name on Schedule A attached hereto.

6. Contributions. Loans, Capital Accounts.

a) As their initial capital contributions, the Members shall have contributed to the Company the cash as shown on Schedule A attached hereto.

b) A Member' s interest in the Company, including all rights and obligations under the Act, is referred to as the" Interest."

c) The amounts contributed by the Members as provided in Section 6(a) and any additional capital contributions shall be the capital of the Company. If any Member shall lend any fiords to the Company, the amount of such loan shall not be an increase in its capital contribution, nor entitle it to any increase in its Percentage Interest; but the amount of any such loan shall be a nonrecourse debt from the Company to such Member( i.e., none of the Members shall be liable for repayment). The terms of such loan shall be subject to the agreement of the lending Member and the Manager. All such loans under this Section 6(e) shall be repaid first as to interest accrued but unpaid and then as to principal, pro rata, and in/ ad passe prior to any distributions to the Members under Section 7( b).

d) No Member shall be required to make additional capital contributions or lend any funds to the Company. However, if at any time, and from time to lime, in the judgment of the Manager, the Company shall require additional capital contributions for any reason, the Members shall be notified thereof in writing( the" Call"), which notice shall state the amount, the purpose and date by which the Members are requested to vote with respect to the payment of the amount subject to the Call( the" Call Date").

Should any Member fail to make any cash contribution agreed upon by the Call Date with respect to any such Call ( the " Defaulted Amount") when required ( the " Default Date"), the non-defaulting Members may provide the Defaulted Amount, in which event the defaulting Member ( the " Defaulting Member") shall pay the non-defaulting Members the Defaulted Amount with interest thereon at the rate of three percent( 3%) above the Prime Rate as quoted in The Wall Street Journal on the Default Date ( the " Default Rate"), for the period commencing on the Default Date to the date of repayment. If the Defaulted Amount, with interest at the Default Rate, is not repaid to the non-defaulting Members within 180 days of the Default Date ( the " Cure Period"), the non-defaulting Members shall have the right and option

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the" Purchase Option"), in proportion to their respective Percentage Interests ( unless they agree otherwise), to purchase the Percentage Interest of the Defaulting Member, for an amount equal to seventy-five percent ( 75%) of the Capital Account of the Defaulting Member on the Default Date and the payment to the non-defaulting Members of the Defaulted Amount with interest thereon at the Default Rate for the period from the Default Date to date of payment. This Purchase Option shall exist for a period of 30 days from the date notice of the default ( the Default Notice") shall have been given by the Manager to the Members. If not all of the non- defaulting Members exercise this Purchase Option, those non-defaulting Members who have exercised their Purchase Option, within a period of 45 days of the Default Notice, may elect to purchase the remaining portion of the Percentage Interest of the Defaulting Member which has not been purchased, in proportion to their Percentage Interests( unless they agree otherwise).

e) No Members shall be personally liable for any debts, liabilities, contracts or obligations ofthe Company.

f) A separate capital account shall be maintained for each Member ( the " Capital Account") throughout the entire term of this Agreement. Each Member' s Capital Account shall be computed and maintained in accordance with the Treasury Regulations promulgated under section 704(b) of the Internal Revenue Code of 1986, as amended( the" Code").

g) A negative Capital Account resulting from a cash distribution in accordance with this Agreement, or from losses, is hereby recognized as a possibility under this Agreement, and such negative Capital Account shall not affect a Member' s Percentage Interest. In no event shall any Member be required at any time to restore a negative Capital Account or shall such negative Capital Account be in any way considered a liability ofthe Member or an asset ofthe Company.

h) No interest shall be paid on the initial contributions to the capital ofthe Company or on any additional contributions to capital.

i) In the event that the Guarantors shall unanimously agree to guarantee a loan to the Company from a third party lender ( a " Guaranteed Loan"), the following shall automatically apply to such guaranty of a Guaranteed Loan;

B) As used herein, the term" Liabilities" shall mean( a) any and all liabilities, obligations and indebtedness of any nature whatsoever, whether now existing or hereafter arising, due and payable at any time and from time to time, from a Guarantor to the Company' s lender(s) in connection with any Guaranty, and ( b) all costs, expenses, judgments, reasonable attorneys' fees and disbursements incurred by a Guarantor in connection with any Guaranty, the

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defense of any claim or litigation against any of them in connection with any Guaranty, or the assertion ofany counterclaim or erossclahn in connection with any Guaranty except ifany ofthe same are caused by a default by the' Guarantor under the Guaranty or the gross negligence or willful misconduct ofthe Guarantor. The term" Guaranty" means the guaranty or guarantees or indemnities executed by the Guarantor in favor ofthe third party lender in connection with the Guaranteed Loan, No Guarantor shall be released from his obligations under this Section 6(1) by the assignment of his Percentage Interest, unless the other Guarantors, in the exercise of their sole discretion expressly agree in writing to release such Guarantor. C) Bach Guarantor shall be responsible for, and shall be obligated to pay, as and when due, a portion of the Liabilities equal to its Liability Percentage ofthe Liabilities. At any time that any Guarantor is called upon to make any payments with respect to the Liabilities, such Guarantor( the" Paying Guarantor") shall provide written notice to the other Guarantors. Within fifteen ( 15) days after the date of such notice ( such fifteenth day being hereinafter referred to as the " Reimbursement Deadline"), each Guarantor who shall not have paid its Liability Percentage ofthe Liabilities (a" Non-Paying Guarantor") shall reimburse the Paying Guarantors who have paid any sums in excess of their respective Liability Percentages. In addition, each Non-Paying Guarantor shall pay to the Paying Guarantors on demand interest on the Non-Paying Guarantor' s share of Liabilities at the rate of 10% per annum, which interest shall begin accruing on the day after the Reimbursement Deadline, and all reasonable attorneys' fees and disbursements, court costs and other costs and expenses incurred by the Paying Guarantor in enforcing the obligations of the Non-Paying Guarantor hereunder. Any distributions that would otherwise be payable by the Company to the Member affiliated with the Non-Paying Guarantor shall instead be paid to the Member affiliated with the Paying Guarantor, whereupon the amount of the Liabilities owed by the NonPaying Guarantor to the Paying Guarantor( first, as to interest and then, as to principal) shall be reduced by the amount of such distributions.

D) Any payment by a Paying Guarantor hereunder, to the extent of its Liability Percentage of the Liabilities, shall be deemed a nonrecourse loan by such Paying Guarantor to the Company. All payments ofLiabilities by a Guarantor in excess ofits Liability Percentage shall be subject to reimbursement by the Non-Paying Guarantor(s) as provided in this Section 6( 4

7. Profits and Losses and Distributions of Cash.

a) For each fiscal year of the Company, profit and loss of the Company shall be allocated among the Members, pr. ram, in proportion to their respective Percentage Interests.

b) For each fiscal year of the Company, cash available for distribution, as determined by the Manager in his discretion, shall be distributed in the following order of priority:

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i) first, to repay any loans made to the Company by a Member ( first, as to interest and then, as to principal; and

ii) then, among the Members, pro rata, in proportion to their respective Percentage Interests,

Distributions from the Company to the Members shall be at the times and in the amounts determined by the Manager in his discretion.

c) Notwithstanding anything to the contrary contained in this Section 7, the allocations of income or gain described in Treas. Reg. Sections 1. 704- 1( b)(2)(ii)(d)(last paragraph) and 1. 704-2(f) shall be made in the circumstances described in such sections of such Treasury Regulations or any successor provisions thereto. This Section 7(c) is intended to constitute a qualified income offset provision and minimum gain chargeback provision under such sections ofsuch Treasury Regulations and shall be so interpreted for all purposes.

8. Management.

a) Other than Major Decisions ( as such term is defined below), the Manager shall have the exclusive right to manage the business of the Company and shall have the exclusive authority to make all decisions on behalf ofthe Company. All Major Decisions shall require the consent ofthe Required Majority ofthe Members. The term "Major Decisions" shall mean( i) any sale, exchange or other disposition ( such as, but not limited to, a master lease) of all or substantially all of the assets of the Company, ( ii) financing by the Company secured by the Company' s assets, ( iii) contracts on behalf of the Company in excess of$ 50,000, and ( iv) an amendment to this Agreement. Any contract or other document related to the Company, once approved by the Manager or the Members( as the ease may be), may be signed by the Manager, and no other signatures shall be required. The Manager shall have specific authority to confess a judgment against the Company in connection with any financing by the Company.

b) The Manager shall be Richard Braver. In the event of the removal of the Manager, the Manager resigns or is no longer able to serve as a result ofhis death or disability, the Required Majority of members shall elect it substitute manager. The term " Required Majority" shall mean the holders ofmore than 70% of the Percentage Interests of the Members in question entitled to vote. A Defaulting Member shall not be entitled to vote unless and until it is no longer a Defaulting Member.

c) The Manager shall have physical possession of the books and records of the Company. Meetings of the Members shall be held on not less than five( 5) days' notice, on the call ofthe Manager. Notice of the time and place of each meeting shall be given in writing by the Manager to each Member.

d) The Manager shall not be entitled to a management fee for serving as Manager.

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e) Other than the Manager( if he is also a Member), no Member, acting alone, shall have any authority to act for or bind the Company or any other Member for any obligation, debt, duty or responsibility. Other than the Manager( if he is also a member), no Member is an agent of the Company solely by virtue of being a Member, and no Member has authority to act for the Company solely by virtue ofbeing a Member,

9. Transfers by Members.

a) No Member may transfer, sell, assign, give, alienate, encumber, mortgage, pledge or otherwise dispose of all or any portion of its Interest in the Company ( a" Transfer"), other than in strict compliance with this Section 9. With respect to any Member which is a corporation, partnership, limited liability company or other entity( an" Entity Member"), a sale, assignment, gift, alienation, encumbrance, mortgage, plede or other disposition of fifty percent 50%) or more of the stock, partnership interest, membership interest or other equity of the Entity Member from that which exists as of the date hereof shall be deemed a " Transfer" and subject to the terms of this Section 9. Each owner of an interest in a Member (a" Constituent Member") shall not voluntarily Transfer any portion of such interest in a Member other than( i) with the prior written consent of the Manager, which consent may be withheld in the Manager' s sole discretion, ( ii) a transfer to another Constituent Member, ( iii) a transfer by a Constituent Member to his spouse or lineal descendants (" family"), trusts for the benefit of the Constituent Member' s family or entities owned and controlled by the Constituent Member or his family, or iv) a transfer to a third party after complying with the right of first refusal set forth in Section 9(f) below. No Member shall be entitled to Transfer his Interest if such Transfer would cause a default under any loans or other agreements made by the Company.

b) The transferee or successor of a Member's Interest shall only become a substitute Member if such transferee or successor( i) is approved as a substitute Member by the Manager, which approval may be withheld in his discretion,( ii) executes and delivers such documents, and takes such other action, as the Manager shall deem reasonably necessary or advisable to cause it to become a substitute Member,( iii) agrees to be bound by the terms of this Agreement, and( iv) pays such expenses as may be incurred by the Company in connection with such admission. In the event such transferee or successor is so admitted as a substitute Member pursuant to this

Section 9, Schedule A shall be amended accordingly, i I

e) The transfer of a Member' s entire Interest shall not automatically dissolve or terminate the Company. Upon the consummation of such transfer, the transferor shall be deemed to have withdrawn as a Member and shall have no further rights under this Agreement.

d) A Member does not have the right voluntarily to withdraw from the Company.

e) A person ceasing to be a Member, or the legal representative or other successor to the Interest of that Member, shall not be entitled to require that the Company purchase the

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Member' s Interest in liquidation thereof nor be entitled to the fair market value of the Member' s Interest upon ceasing to be a Member.

i) Right of First Refusal.

A. Notice of Intention. In the event that any Member has obtained a Bona Fide Offer ( as herein defined) for the sale of all, but not less than all, of that Member' s Interest ( a Selling Member"), by a person not prohibited by this Agreement or by law from being a Member, and in the anther event that such Selling Member intends to accept that offer, then the Selling Member shall give written notice of its intention to sell its Interest to the offeror of the Bona Fide Offer ( the " Notice of Intention") to the Company and the other Member(s)( the " Remaining Member(s)"). To be effective, the Notice of Intention must be accompanied by a copy ofthe Bona Fide Offer.

B. Right of First Refusal. The Remaining Member(s), for thirty (30) days after delivery ofthe Notice of Intention, shall have the option to elect to: ( i) purchase all of the Selling Member' s Interest upon the same price and upon the same terms as contained in the Notice of Intention( pm rata, in proportion to their Percentage Interests unless they agree otherwise), or (ii) consent to the sale and the admission of the transferor as a Substitute Member by the Selling Member delivering the Notice of Intention. Any Remaining Member who fails to provide notice within the time provided shall be deemed to have exercised the option under subparagraph ( ii) above.

C. Exercise of Option. The Remaining Member(s) shall exercise the option to purchase Selling Member's Interest by delivery,of written notice to the Selling Member, within thirty( 30) days from the date it receives the Notice ofIntention. Ifone or more options are properly exercised to purchase all of the Interest of a Selling Member, then the Selling Member shall sell, and the Remaining Member(s) shall purchase, the Interest ofthe Selling Member. In the event that more than one ( 1) Remaining Member validly exercises the option herein granted, then each Remaining Member shall have the right to purchase a llrro ata portion of the Selling Member' s Interest based on the Interest owned by each such Remaining Member compared to the Interests of all Remaining Members exercising the option( unless they agree otherwise). Closing shall take place within sixty( 60) days from the date ofsuch notice.

D. Failure to Exercise Option, If an election is not timely made to purchase all of the Selling Member' s Interest, then the option will become null and void; and the Selling Member's Interest may be sold to the outside offeror upon the terms stated in the Notice of Intention, provided that the outside offeror agrees in writing to be bound by all of the provisions of this Agreement. However, ifthe sale ofthe Selling Member's Interest is not completed by the later of the data specified in the Notice of Intention or ninety ( 90) days after the expiration of the Remaining Member(s)' option, then the Selling Member's Interest will become subject again to the purchase options contained in this Agreement.

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E. Definition: Bona Fide Offer. " Bona Fide 011W shall mean a legally enforceable written offer for the purchase of an Interest, fiom a party capable of performing such offer, and any contract between the Selling Member and the Company which contains( 1) the name and address of the proposed assignee ( ii) the amount to be paid and the terms of payment( iii) the date of the proposed assignment( iv) evidence that the proposed assignee is capable of completing the transaction, and ( v) evidence that the lender of the Company, if any, has consented to the Transfer, ifthe Transfer would constitute a default under the Company' s loan from such lender, For purposes hereof, an offer shall not be considered a Bona Fide Offer if the offeror is (a) the party whose Interest is to be purchased, ( b) owners of a Member or members of an owner's family collectively an" Owner"), ( c) trusts for the benefit of an Owner, (d) entities in which an Owner own or have a right to acquire an interest, directly or indirectly, other than publicly traded entities in which that Owner own or have a right to acquire, directly or indirectly, less than five percent( 5%) in the aggregate, or( e) entities in which an Owner serves as a director or officer.

10. Sale of Membership Interests. In the event that ( a) the sale of 100% of the Interests of the Members of the Company has been approved by the Required Majority of the Members, and( b) all Members proportionally receive the same consideration in the sale for each Percentage Interest owned by them, then each Member shall be deemed to have sold, transferred and assigned his entire Interest in connection with such sale, irrespective of whether such Member shall have voted for or otherwise approved the sale. Bach Member hereby covenants and agrees that in connection with any sale pursuant to this Section 10 he shall execute such instruments of assignment or other documents as the Manager may require, and each Member hereby appoints the Manager his true and lawful attorney-in-fact, and in his name, place and stead, to execute and deliver any such instrument of assignment or other document as may be required in order to consummate such sale.

11. Dissolution of Company.

a) The Company shall be dissolved upon the happening of any of the following events:

1) The affirmative agreement of the Required Majority of the Members to dissolve,

ii) The sale of all or substantially all of the assets of the Company( except( A) a disposition of nll or substantially all of the assets of the Company which, in the opinion of counsel to the Coptpany qualifies, in whole or in part, under Section 1031 or Section 1033 ofthe Code or( B) a sale of all or substantially all ofthe assets of the Company in which the Company receives a purchase money note, in which case the Company shall dissolve upon receipt of the final payment thereunder).

b) Upon any dissolution of the Company, the assets of the Company shall be liquidated and the proceeds distributed in the following order of priority:

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i) To the payment of the debts and liabilities of the Company ( including debts to Members) and the expenses of liquidation.

ii) To the setting up of any reserves which the Manager, or, if there is no Manager, then the certified public accountant regularly serving the Company, may deem reasonably necessary to cover any contingent or unknown liabilities or obligations of the Company. Upon the expiration of three years after the dissolution of the Company' s business, the balance remaining in the reserve fund that is not required to meet then known or reasonably certain liabilities shall be distributed in the manner provided in Section 11 ( b)(iii).

iii) Any balance remaining shall be distributed among the Members in accordance with Section 7( b).

c) The death, dissolution, or adjudication of incapacity or bankruptcy of any Member shall not cause a dissolution ofthe Company.

d) Uponthe dissolution ofthe Company, income or loss shall be allocated among the Members such that their Capital Account balances shall equal the amounts distributable to them upon dissolution.

12. Amendment. This Agreement only may be amended by a written instrument signed by all of the Members.

13. Benefit. This Agreement shall be binding upon and shall inure to the benefit of the parties hereto, and their respective successors and permitted assigns, and no third parties are entitled to enforce the provisions hereof.

14. Investment Representations. Each Member hereby represents and warrants that a) its interest in the is acquired Company being for its own account for investment only and not with a view to offer for sale or for sale in connection with the distribution or transfer thereof;( b) I+ it is qualified by its personal experience to analyze the merits and risk of an investment in the Company; and ( c) it has not relied on the advice of the Manager or its counsel in making its decision to become a Member herein.

15. Indication of Consent. Whenever this Agreement provides for or refers to the consent of the Required Majority, a Member shall be conclusively deemed to have given Its consent unless it shall have filed with the Company its written objection to the action or course of conduct in question within ten( 10) days after the written request for its consent is given.

16. Other Interests. Any Member may engage in or possess an interest in other business ventures of every nature and description, independently or with others, and neither the Company nor any Member or Manager shall have any rights by virtue of this Agreement or the

simony/ Somerville Partncn, LW Operating Agreement- 10

existence of this Company in and to such independent ventures or to the income or profits therefrom.

17. Waiver of Partition. Each of the Members and its successors and permitted assigns irrevocably waives any right to partition any of the Company' s assets or apply for a judicial dissolution ofthe Company.

18. Choice ofLaw. This Agreement shall be governed by, construed and enforced in accordance with the laws ofthe State ofMaryland.

19. Counterparts. This Agreement may be executed in one or more counterparts, all of which together shall be considered to be one document.

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