pwasecond.030625.clean_.pdf

SECOND PUBLIC WORKS AGREEMENT

THIS SECOND PUBLIC WORKS AGREEMENT (the “Second Public Works Agreement” and/or “Agreement”) is made as of the _____ day of______________, 2025 by and between the TOWN COUNCIL OF CENTREVILLE, a municipal corporation of the State of Maryland (the “Town”), 152 COMET DRIVE, LLC, a Maryland limited liability company, (“152”).

WHEREAS, 152 by virtue of a deed dated July 15, 2021 and recorded among the Land Records of Queen Anne’s County, Maryland at Liber KH 3777 folio 38, acquired all that Lot I containing 5.495 acres more or less as shown on a plat entitled “FOR THE LANDS OF COURSEVALL, LLC, LOT E, LOT I, LOT K, LOT L AND LASER DRIVE” (“Plat”) prepared by Davis, Moore, Shearon & Associates, LLC, licensed surveyors, dated February 2021 and

recorded among the Land Records for Queen Anne’s County, Maryland at K.H. Liber 49 page 88 A-G.

WHEREAS, 152 by virtue of a deed dated July 15, 2021, and recorded among the Land Records of Queen Anne’s County, Maryland at Liber KH 3777 folio 22, acquired all that Lot K containing 5.635 acres more or less as shown on a plat entitled “FOR THE LANDS OF COURSEVALL, LLC, LOT E, LOT I, LOT K, LOT L AND LASER DRIVE” (“Plat”) prepared by Davis, Moore, Shearon & Associates, LLC, licensed surveyors, dated February 2021 and

recorded among the Land Records for Queen Anne’s County, Maryland at K.H. Liber 49 page 88 A-G.

WHEREAS, on April 21, 2021, 152 obtained final site plan approval from the Town for outdoor growing of cannabis on Lot K (“Outdoor Growing Facility”) WHEREAS, 152 combined Lots I and K into “Resulting Lot I” by virtue a plat entitled “THE LANDS OF 152 COMET DRIVE, LLC (LOTS I & K) prepared by Davis, Moore, Shearon & Associates, LLC, licensed surveyors, dated Aug. 2024 and recorded among the Land Records

for Queen Anne’s County, Maryland at K.H. Liber 52 page 94 A-C.

WHEREAS, on February 19, 2025, 152 obtained final site plan (“Site Plan”) approval from the Town to expand its facility for growing of cannabis on Lot K (“Expanded Outdoor Growing Facility”).

WHEREAS, the Centreville Planning Commission placed, and 152 agreed to several conditions to the final approval for the Expanded Outdoor Growing Facility primarily concerning odor control, odor monitoring and tree planting, and further required152 to enter into this Public Works Agreement with the Town as a mechanism to enforce the conditions of approval of the Expanded Outdoor Growing Facility.

WHEREAS, on July 13, 2021, 152 and the Town entered into a Public Works Agreement concerning commitment and payment of sewer and water allocation, monitoring of well water withdrawal and tree planting (“Public Works Agreement”), which except as expressly provided for herein this Second Public Works Agreement shall remain in full force and effect.

Page 1 of 8 March 6, 2025 NOW, THEREFORE, in consideration of the foregoing recitals, which are not merely prefatory, but hereby incorporated into and made a part of this Agreement, and the mutual covenants and agreements set forth below, the Town and 152 hereby agree as follows:

Section 1. Development Standards,

Approval of Plans, and Water and Sewer Allocation Fees 1.1. Development Standards. Resulting Lot I, except for minor alterations approved by the Town’s Staff and Consultant due to field conditions, shall be developed pursuant to and in strict accordance with the following:

1. this Agreement;

2. the approved construction drawings, Site Plan and specifications and any approved

future construction drawings, Site Plan and specifications (if any);

3. all other applicable provisions of the Town Zoning Ordinance;

4. the Centreville Town Code;

5. all other applicable federal, state, county, and Town laws, statutes, ordinances,

codes, resolutions, rules, and regulations.

All of the above plans and documents shall be interpreted so that the duties and requirements imposed by any one of them are cumulative among all of them.

1.2. Approval of Plans. The execution of this Agreement by the Town does not constitute approval by the Town of a specific plat, plan, or construction drawing.

1.3. Outdoor Growing Facility Odor Control and Mitigation Conditions.

1.3.1. Prior to the Fall of 2025 cannabis outdoor harvest season, Green Thumb Industries (the parent company of 152 and operator of the Outdoor Growing Facility which has joined in this Agreement evidencing its consent and agreement to the terms and provisions herein) shall replace the “heated dryers” at the facility with new dry trailer technology that includes selfcontained HVAC (no exterior ventilation), insulated and sealed walls, floor and ceilings.

1.3.2. Prior to the Fall of 2025 cannabis outdoor harvest season Green Thumb Industries shall procure and install the Vapor-Phase Odor Control system.

1.3.3. Green Thumb Industries shall contract with Byers Scientific (or other qualified industrial odor control experts) to regularly test and maintain Vapor-Phase Odor Control system on not less than a quarterly basis.

1.3.4. Green Thumb Industries shall undertake air sampling at various locations along the perimeter of its property, in which the facility operates on a quarterly basis, and shall provide the Town with the air sampling results within a reasonable time period following receipt.

One quarterly sampling period shall be done during the evening hours (approximately 9 pm), and at least one quarterly sampling shall occur during the peak fall time of outdoor cultivation.

Page 2 of 8 March 6, 2025 1.3.5. Green Thumb Industries shall also undertake air sampling during peak fall time of outdoor cultivation at two off site locations; one being in or around the Symphony Village community, and the second being on or near the Kennard Elementary School and shall provide the Town with the air sampling results within a reasonable time period following receipt.

1.3.6. All odor control equipment shall be inspected and maintained on a quarterly basis by a qualified odor control expert.

Section 2. Tree Planting.

As a condition of Site Plan approval and to meet the standards of Chapter 145 of the Town Code (“Tree Ordinance”) 152 agrees to plant 12 canopy trees on Resulting Lot I at a location approved by the Town Zoning Administrator, and 12 canopy trees on property owned by the Town and approved by the Zoning Administrator. The planting shall be done and completed by November 30, 2025. The planting shall in all respects comply with the

Town’s Tree Ordinance, and the trees planted shall be from the Town’s approved list of canopy trees. This section shall replace Section 4 of the Public Works Agreement.

Section 3. Nature.

Survival, and Transfer of Obligations. 152 agrees that the terms of this Agreement shall be binding upon it, and upon any and all of its heirs, successors, and assigns.

152 further agrees that if default occurs under this Agreement, the entire payment remaining shall become due and payable immediately, together with interest and costs of collection, including reasonable legal fees and administrative expenses.

Section 4. No

Waiver of Town Rights. The Town shall be under no obligation to exercise any right granted to it in this Agreement except as it shall determine to be in its best interest. No failure to exercise at any time any right granted herein to the Town shall be construed as a waiver of that or any other right.

Section 5.

Changes in Law. Any reference to laws, ordinances, rules, or regulations shall include such laws, ordinances, rules, or regulations as they have been, or as they may hereafter be, amended.

Section 6.

Time of Essence. Time is of the essence in the performance of all terms and provisions of this Agreement.

Section 7. Term.

Except as otherwise provided herein, this Agreement shall inure to the benefit of and be enforceable by 152 and the Town, and any of their respective legal representatives, heirs, successors and assigns.

Section 8. Notices.

All notices and other communications in connection with this Agreement shall be in writing and shall be deemed delivered to the addressee thereof (1) when delivered in person on a business day at the address set forth below or (2) on the third business day after being deposited in any main or branch United States post office, for delivery by properly addressed, postage prepaid, certified or registered mail, return receipt requested, at the address set

forth below.

Notices and communications to 152 and Green Thumb Industries shall be addressed to, and delivered at, the following address:

Page 3 of 8 March 6, 2025 Rebecca Brown 152 Comet Drive, LLC 152 Comet Drive Centreville, MD 21617 Email to: rbrown@gtigrows.com With a copy to:

Annie Cunningham, Esq.

Senior Corporate Counsel GTI Maryland, LLC 325 W Huron St.

No. 700 | Chicago, IL 60654 Email to: Annie.Cunningham@gtigrows.com Notices and communications to the Town shall be addressed to, and delivered at, the following address:

Carolyn Brinkley, Town Manager Town of Centreville 101 Lawyer’s Row Centreville, MD 21617 Email to: cbrinkley@townofcentreville.org With a copy to:

Sharon VanEmburgh, Esquire Ewing, Dietz, Fountain & Kaludis, PA 16 South Washington Street Easton, MD 21601 Email to: svanemburgh@ewingdietz.com By notice complying with the requirements of this Section, each party shall have the right to change the address or addressee or both for all future notices and communications to such party, but no notice of a change of address shall be effective until actually received.

Section 9. Enforcement.

9.1 By the Town. The Town may, in law or in equity, by suit, action, mandamus, or any other proceeding, including without limitation specific performance, enforce or compel the performance of this Agreement. In addition to every other remedy permitted by law for the enforcement of the terms of this Agreement, the Town shall be entitled to withhold the issuance of building permits or certificates of occupancy for any and all buildings and structures within

Resulting Lot I at any time when 152 has failed or refused to meet fully any of its obligations under this Agreement. In the event of a judicial proceeding brought by the Town against 152 or its successors or assigns, for enforcement or for breach of any provision of this Agreement and the Page 4 of 8 March 6, 2025 Town prevails in the proceeding as determined by the court, the Town shall be entitled to

reimbursement from 152 of all costs and expenses, including reasonable attorneys’ fees incurred in connection with such judicial proceeding.

9.2 By 152. 152 may, in law or in equity, by suit, action, mandamus, or any other proceeding, including without limitation specific performance, enforce or compel the performance of this Agreement. In the event of a judicial proceeding brought by 152, or its successors or assigns against the Town, for enforcement or for breach of any provision of this Agreement and 152 prevails in the proceeding as determined by the court, 152 shall be entitled to reimbursement from

the Town of all costs and expenses, including reasonable attorneys’ fees incurred in connection with such judicial proceeding.

9.3 Waiver of Right to Seek Monetary Damages. Any provision of law to the contrary notwithstanding, the parties agree not to seek, and shall not have the right to seek, or recover a judgment for monetary damages against the other or any of its elected or appointed officials, officers, employees, agents, representatives, engineers or attorneys in any action on account of or arising out of the negotiation, execution, interpretation, breach or enforcement of any term of this

Agreement. The parties acknowledge that the inclusion of this Subsection in this Agreement constitutes a material factor in the decision of the Town to enter into this Agreement.

Section 10. Amendments.

All amendments to this Agreement shall be in writing and shall be approved by 152 and the Town.

Section 11.

Incorporation of Exhibits. All exhibits referred to herein, if any, are hereby incorporated in this Agreement by this reference.

Section 12. Counterparts. This

Agreement may be executed in any number of counterparts, each of which shall be deemed an original but all of which together shall constitute one and the same instrument. Signatures to this Agreement delivered by any party via PDF/electronic mail or signed via DocuSign or other digital software shall be binding and deemed to be equivalent to the delivery of original wet-ink signatures for all purposes.

[SIGNATURES ON FOLLOWING PAGES]

Page 5 of 8 March 6, 2025 IN WITNESS WHEREOF, the parties have hereunto set their hands on the date first above written.

ATTEST: TOWN COUNCIL OF CENTREVILLE:

Ashley Heffernan Kaiser, Esq. President Jeffrey D. Kiel, Vice President Daniel B. Worth, Member Sandy L. Huffer, Member Jim A. Beauchamp, Member

STATE OF MARYLAND, COUNTY OF ______________________, TO WIT:

I HEREBY CERTIFY, that on this _______ day of ________________, 2025, before me, the subscriber, a Notary Public of the State of Maryland, in and for the County aforesaid, personally appeared Ashley H. Kaiser, Esq., Jeffrey D. Kiel, Daniel B. Worth, Sandy L. Huffer and Jim A. Beauchamp who acknowledged themselves to be the Town Council of Centreville, and that they executed the foregoing instrument for the purposes therein contained.

WITNESS my hand and Notarial Seal.

___________________________________

Notary Public My Commission Expires: _____________

Page 6 of 8 March 6, 2025

152 COMET DRIVE, LLC

A Maryland limited liability company ______________________________ By:_____________________________

Anthony Georgiadis, Authorized Signatory

STATE OF , COUNTY OF ___________________, TO WIT:

I HEREBY CERTIFY, that on this _______ day of ________________, 2025, before me, the subscriber, a Notary Public of the State of ____________, in and for the County aforesaid, personally appeared Anthony Georgiadis, Authorized Person of 152 Comet Drive, LLC a Maryland limited liability company and that he executed and acknowledged the foregoing instrument for the purposes therein contained.

WITNESS my hand and Notarial Seal.

_________________________________

Notary Public My Commission Expires:____________

Green Thumb Industries, the parent company of 152 Comet Drive, LLC and the operator of the facilities, hereby joins in as evidence of its consent and agreement to the terms, provisions and conditions of this Second Public Works Agreement.

Green Thumb Industries __________________________________ By:_____________________________

I HEREBY CERTIFY, that on this _______ day of ________________, 2025, before me, the subscriber, a Notary Public of the State of ____________, in and for the County aforesaid, personally appeared Anthony Georgiadis, Authorized Person of Green Thumb Industries a _____________ corporation and that he executed and acknowledged the foregoing instrument for the purposes therein contained.

WITNESS my hand and Notarial Seal.

_________________________________

Notary Public My Commission Expires:____________

Page 7 of 8 March 6, 2025

APPROVED AS TO FORM AND LEGAL SUFFICIENCY:

____________________________________

Sharon VanEmburgh, Esquire Attorney for the Town of Centreville I HEREBY CERTIFY under the penalties of perjury that the within instrument was prepared by or under the direction of an attorney admitted to practice before the Supreme Court of Maryland.

Joseph A. Stevens, Esquire Page 8 of 8 March 6, 2025