public_works_agreement_-_revised_no_diner_-_lots_nop.pdf

Exactly as extracted, unformatted — for checking against the original. The readable version is easier to read.

PUBLIC WORKS AGREEMENT
THIS PUBLIC WORKS AGREEMENT (“Agreement”) is made as of the _____ day of
November, 2025 (“Effective Date”) by and between the TOWN COUNCIL OF CENTREVILLE, a
municipal corporation of the State of Maryland (“Town”), COURSEVALL, LLC, a Maryland limited
liability company (“Owner”), and CENTREVILLE SHOPPING CENTER, LLC, a Virginia limited
liability company (“Developer”). The Town, Owner, and Developer are each herein a “Party” and
collectively, the “Parties”. For the purposes of this Agreement, the term “Owner” shall include the
Developer to the extent Developer is responsible pursuant to its contract to purchase the property and
later when it becomes the Owner of the property.
Recitals
WHEREAS, the Owner owns an unimproved parcel of real property located on Laser Drive
in Centreville, Maryland, being a portion of the land more particularly described in a deed dated June
20, 2008 from Coursevall, LLP to Owner and recorded among the Land Records of Queen Anne’s
County (“Land Records”) at Liber S.M. 1797, folio 98 (“Parcel”);
WHEREAS, the Parcel is subject to a Public Works Agreement dated April 5, 2007, a First
Amendment to Public Works Agreement dated November 20, 2008, a Second Amendment to Public
Works Agreement dated July 21, 2010, and a Third Amendment to Public Works Agreement dated
October 1,2020 and recorded among the Land Records in Liber KBH 3494, folio 130 (collectively,
the “Existing PWA”);
WHEREAS, Developer is the contract purchaser of 5.004 acres of the Property, which
Developer is subdividing into three lots (N, O and P) (collectively, the “Property”) and intends to
develop as a mixed-use shopping center consisting of inline and pad retail and restaurant spaces
(“Project”);
WHEREAS, in furtherance of the Project and the proposed development of the Property, the
Town and Owner wish to adopt this Agreement to govern the development of the Project, without
modifying or terminating the Existing PWA;
WHEREAS, on April 16, 2025, the Town Planning and Zoning Commission (“Planning
Commission”) granted final subdivision plat approval as shown on “The Lands of Coursevall, LLC
(Lot N, Lot O & Lot P), on Parcel 98 in Centreville Business Park, in the Town of Centreville, Third
Election District, Queen Anne’s County, Maryland”, originally dated December 2024 and last revised
May 20, 2025, and prepared by Davis, Moore, Shearon & Associates, LLC (“Subdivision Plat”);
WHEREAS, on May 21, 2025, the Town Planning and Zoning Commission (“Planning
Commission”) granted final conditional site plan approval as shown on “Site Plan, Lots N, O & P, in
the Centreville Business Park, 3rd Election District, Queen Anne’s County, Maryland” (“Site Plan”),
originally dated December 2024 and revised March 5, 2025, and prepared by Davis, Moore, Shearon
& Associates, LLC, which such final site plan approval was conditioned upon (i) the Town and the
Developer entering into a Public Works Agreement, (ii) Planning Commission review of final signage
and architectural standards, and (iii) incorporation of a future access easement to an adjacent property,
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which was subsequently added to the Subdivision Plat. The Site Plan includes plans and
specifications for infrastructure improvements required for the Project (“Approved Engineering
Plans”). The Site Plan and Approved Engineering Plans are incorporated herein;
WHEREAS, the Developer has submitted to the Town an estimate of the cost of construction
of the public and private improvements necessary to service the Project, which cost estimate has been
approved by the Town (“Approved Cost Estimate”) attached hereto as Exhibit A; and
WHEREAS, the Town, Developer and Owner desire to establish by this Agreement the terms
for the construction of the Project including, among other matters, the provision of public sewer and
water to the Project and the installation of the required public and private improvements.
NOW, THEREFORE, in consideration of the foregoing recitals, which are hereby
incorporated into and made a part of this Agreement, and the mutual covenants and agreements set
forth below, the Town, Developer and Owner hereby agree as follows:
Section 1. Development Standards, Approval of Plans, and Water and Sewer Allocation
Fees
1.1 Development Standards. The Project, except for minor alterations approved by the
Town due to field conditions, shall be developed pursuant to and in strict accordance with the
following:
1. this Agreement;
2. the Site Plan and Approved Engineering Plans;
3. the approved construction drawings and specifications and any approved future
construction drawings, site plans and specifications (if any);
4. all other applicable provisions of the Town Zoning Ordinance and Subdivision
Regulations;
5. the Centreville Town Code
6. all other applicable federal, state, county, and Town laws, statutes, ordinances, codes,
resolutions, rules, and regulations.
In the event of a conflict between or among any of the above plans or documents, the
plan or document that provides the greatest control and protection for the Town, as determined by the
Town Manager shall control. 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 proposal.
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1.3 Water and Wastewater Allocation Fees. Based on information related to usage
provided by the Developer, the Town and Developer agree that seventeen (17) allocations are required
for the current proposed Project. The Developer shall pay to the Town, a Water Allocation Fee, and
a Wastewater Allocation Fee (collectively, the “Allocation Fees”) for the Property as follows:
Water and Wastewater Allocation Fee $13,774 per allocation
Total cost for Seventeen (17) allocations $234,158
In the event that the actual usage is over or underestimated, the Town reserves the right to make the
respective adjustment to the water and sewer allocation fee in accordance with the Town’s Water and
Sewer Allocation Policy. The usage shall be evaluated one (1) year after an occupancy permit is
issued and again annually after the occupancy permit is issued, or if the Developer expands the Project
resulting in the need for additional capacity, then the allocation fees shall be adjusted at the time of
expansion at the prevailing rate.
The Developer shall also pay all applicable meter and connection fees, the size and price of which
has not yet been determined.
1.3.1 Simultaneously with the execution of this Agreement, the Developer has paid a 25%
nonrefundable deposit of $58,539.50 for eighteen (17) allocations for the Project. The remaining
balance for the Allocation fees is $175,618.50and shall be due and payable, on a lot-by-lot basis, at
the time of the building permit application. The reserved water and sewer allocation shall expire if
the related application for the building permit is not received within three years from the Effective
Date. All other terms and conditions of the Town Water and Sewer Application Worksheet as
attached hereto as Exhibit B and the Town Water and Sewer Allocation Policy shall apply.
Section 2. Improvements.
2.1. Improvements Required. The Developer shall construct and install the roads, parking
areas, stormwater detention and retention facilities, water mains, storm sewers, sanitary sewers,
streets, lighting, sidewalks, rough and final grading, trees, sod, seeding and other landscaping, fire
protection devices, utilities and all ancillary devices and equipment, and all other improvements to
serve the Project (“Improvements”). The Developer shall be responsible for all costs to construct
the Improvements.
2.2. Design and Construction of Improvements.
2.2.1. General Standards. The Improvements shall be designed and constructed pursuant
to and in accordance with standards set forth in this Agreement and to the sole satisfaction of the
Town. The Developer shall cause all work on the Improvements to be completed in a good and
workmanlike manner and with due dispatch.
2.2.2. Contract Term. Prosecution of the Work. The Town shall have the right to request
that the Developer file with the Town an executed copy of each contract for work on the
Improvements. If any such work is abandoned, or performed in violation of this Agreement or of the
contract therefore, then the Developer shall promptly and diligently act to cause the work to be
completed properly and within the times for completion established in Subsection 2.3.
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2.2.3. Engineering Services. The Developer shall provide, at its expense, all engineering
services for the construction of the Improvements. If required by the Town, the Developer shall
provide a supervising engineer or other qualified person responsible for overseeing the construction
of the Improvements. The Developer shall promptly provide the Town with the name of such person
and a telephone number or numbers at which such person can be reached.
2.2.4. Town Inspections and Approvals. The Developer shall notify the agencies providing
inspections of Improvements at the appropriate intervals of time. If any such work is performed in
violation of this Agreement, then the Developer shall promptly and aggressively act to cause the work
to be completed properly. All work on the Improvements shall be subject to inspection and approval
by Town representatives at all times. The Town has the right to charge reasonable inspection fees for
all inspections and Developer shall pay such charges.
2.2.5. Other Approvals. Where the construction and installation of any Improvements
requires the consent, permission or approval of any public agency or private party, the Developer
shall promptly file all applications, enter into all agreements, post all security, pay all fees and costs,
and otherwise take all steps that may be required to obtain such consent, permission or approval.
2.2.6. Attorney’s Fees. Developer shall be responsible for all reasonable attorney’s fees
incurred by the Town with respect to preparing, revising, reviewing or negotiating this Agreement, at
a rate of $300 per hour.
2.2.7. Traffic. Developer shall be responsible for managing traffic during construction.
2.3. Schedule for Completion of the Improvements. The Improvements shall be
completed by the Developer and made ready for acceptance by the Town (if applicable) pursuant to
Subsection 2.4.1. and 2.4.2. in accordance with the schedule or schedules for the completion of the
Improvements which shall be subject to approval of the Town. The Town may allow extensions of
time beyond the completion dates set forth in the schedule or for unusual weather or for unavoidable
delay caused by strikes, lockouts, acts of God, or other factors beyond the control and ability to
remedy of the Developer or any agent or contractor hired by, or on behalf of, the Developer.
2.4. Dedication and Maintenance of the Improvements.
2.4.1. Final Inspection and Approval of Improvements. The Developer shall notify the
Town when it believes that any of the Improvements have been fully and properly completed and
shall request final inspection, approval and, where appropriate, acceptance of the Improvement or
Improvements by the Town. Such notice and request shall be accompanied by the “as built” drawings
required by Subsection 2.4.4. and by proposed drafts of the documents of title transfer. Such notice
and request shall be given far enough in advance of the applicable completion date to allow the Town
time to inspect the Improvements and to prepare a punch list of items requiring repair or correction
and to allow the Developer time to make all required repairs and corrections prior to the completion
date. The Developer shall promptly make all necessary repairs and corrections as specified on the
punch list. The Town shall not be required to approve or accept any portion of the Improvements
until all of the Improvements, including all punch list items, have been fully and properly completed.
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2.4.2. Dedication and Acceptance of Specified Improvements. The Developer shall
dedicate to the Town the water, sanitary sewer, storm sewer, streets, and street lighting located in the
Project subject to jurisdictional approvals as required. Neither the execution of this Agreement nor
the approval or recordation of the Final Plat or any Future Plat shall constitute an acceptance by the
Town of any of the Improvements, including without limitation any facilities that are depicted as
“dedicated” on the Final Plat of Subdivision. No Improvement shall be accepted by the Town except
by a written document, signed by the Town or other duly authorized officer of the Town, specifying
with particularity the Improvement or Improvements having been built in compliance with this
Agreement.
2.4.3. Developer’s Maintenance of Specified Improvements. The Developer shall, at its
sole cost and expense, maintain, in a first-rate condition at all times all Improvements not dedicated
to and accepted by the Town, including, all roads, curb and gutter, sidewalks, and storm sewer, and
landscaping.
2.4.3.1. In the event the Town determines, in its sole and absolute discretion,
that the Developer is not adequately maintaining or has not adequately maintained any Improvement
not accepted by the Town for any reason, the Town may, after fifteen (15) days prior written notice
to the Developer, but shall not be obligated to, enter upon any or all of the Project for the purpose of
performing maintenance work on and to any such Improvement.
2.4.3.2. In the event that the Town shall cause to be performed any work
pursuant to this Subsection, the Town shall have the right to charge the Developer, based either on
costs actually incurred or on the Town’s reasonable estimates of costs to be incurred, an amount
sufficient to defray the entire cost of such work, including administrative costs. The Developer shall,
upon demand by the Town, pay such amount to the Town.
2.4.4. Town’s Maintenance of Street Lamps. The Town shall be responsible for the
maintenance of and the cost of the utilities attendant to any street lamps located on Laser Drive. The
street lamps and design of the light fixtures shall be consistent with prior approved streets lights within
the Town and approved by the Town, with said street lamps being located between sidewalks and the
public roadway.
2.4.5. “As-Built” Drawings and Specifications of the Improvements. The Developer
shall, not later than the time it gives the notice of completion and request for acceptance required
pursuant to Subsection 2.4.1., provide to the Town one paper copy of “as-built” drawings and
specifications for all of the Improvements, one set on the reproducible mylar, and an electronic
version of the “as- built” drawings. Such “as-built” drawings and specifications shall depict every
Improvement as built and shall include all dimensions, elevations, and calculations necessary to fully
describe the Improvements and to establish their compliance with all applicable standards and
requirements.
2.4.6. Transfer of Ownership of the Improvements and Easements to the Town. Upon
the approval of, and prior to acceptance of, the Improvements to be accepted by the Town, the
Developer shall execute, or cause to be executed, such documents as the Town shall request to transfer
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ownership of such Improvements to, and to evidence ownership of such Improvements by, the Town,
free and clear of all liens, claims, encumbrances and restrictions unless otherwise approved by the
Town in writing, The Developer shall, at the same time, grant to the Town all such easements, access,
or other property rights as the Town may require to install, operate, maintain, service, repair and
replace the Improvements which have not previously been granted to the Town, free and clear of all
liens, claims, encumbrances and restrictions unless otherwise approved by the Town in writing.
2.4.7. Two-Year Guaranty of the Improvements Accepted by the Town. For a period of
two (2) years from the date of acceptance of the Improvements by the Town, the Developer hereby
guaranties the prompt and satisfactory correction of all defects and deficiencies in the Improvements
accepted by the Town, including without limitation landscaping installed by the Developer, that occur
or become evident within two years after acceptance of any of the Improvements by the Town. If
any such defect or deficiency occurs or becomes evident during such period, then the Developer shall,
within ten (10) days after written demand from the Town to do so, correct it or cause it to be corrected.
The Guaranty provided by this Subsection 2.4.7. shall be extended with respect to any repair or
replacement pursuant to such a demand for a full year from the date of such repair or replacement.
The Town shall have the right to make corrections as defined in Section 2.4.3. of this Agreement.
2.4.8. Issuance of Permits and Certificates. The Town shall issue no certificates of use or
occupancy for any building until all Improvements are completed by the Developer or until other
arrangements have been made to the Town’s satisfaction. The issuance of any building permit or
certificate of occupancy by the Town at any time prior to completion of all the Improvements and
acceptance thereof (as applicable) by the Town shall not confer on the Developer any right or
entitlement to any other building permit or certificate of occupancy. The Town shall have the absolute
right to withhold any building permit or certificate of occupancy at any time the Developer is in
violation of, or is not in full compliance with, the terms of this Agreement.
2.4.9. Duty to Restore Property. If the Developer fails to pursue all construction and
installation of the Improvements within the time periods prescribed hereinabove, then the Town, in
its sole discretion, may demand removal of any or all of any partially completed building, structure,
or Improvement from the Project and restoration of the affected property to its original condition.
The Developer shall, within sixty (60) days after receipt of such a demand from the Town, remove
any such partially completed building, structure, or Improvement from the Project and restore the
affected property in accordance with the Town’s demand.
2.4.10. Town’s Right to Complete Work. If the Developer fails to diligently pursue all
construction and installation of the Improvements to completion within the time periods prescribed
in this Agreement; or fails to correct any defect or deficiency as required pursuant to Subsection 2.4.7;
or fails to remove any partially completed building, structure, or Improvement from the Project as
required pursuant to Subsection 2.4.9., then the Town shall have, and the Developer hereby grants to
the Town, in addition to all other rights afforded to the Town in this Agreement or by law, the right
at the Town’s option, to complete such construction and installation, to correct such defect or
deficiency, or to demolish and remove any or all such partially completed buildings, structures, or
Improvements from the Project, using either its own employees or contractors hired for that purpose.
The Town shall have the right to draw from the performance securities deposited pursuant to Section
4 of this Agreement, as well as the right to demand payment directly from the Developer based on
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costs actually incurred or on the Town’s reasonable estimates of costs to be incurred, an amount of
money sufficient to defray the entire cost of such work, including legal fees and administrative
expenses.
Section 3. Easements.
3.1. Utilities. Owner and Developer hereby grant and convey to the Town and to all public
utilities providing services to the Project permanent and irrevocable easements over, on, and across
the “Proposed Varying Width Utility Easement Area = 6,358 sq.ft.± (0.146 acres)” and “Proposed
Varying Width Drainage Easement Area = 688 sq.ft.± (0.016 acres)” as depicted by the Subdivision
Plat, a copy of which is attached hereto as Exhibit C.
3.2. Public and Emergency Services. The Owner and Developer grant to the Town and
to Queen Anne’s County, a political subdivision of the State of Maryland, a permanent and
irrevocable easement over, on, and across the Project, for the purposes of enforcing applicable laws,
and providing public and emergency services to the Project and to adjacent properties.
Section 4. Performance Security and Liens.
4.1. Performance Bond and Performance and Payment Letter of Credit. As security
to the Town for the performance of the Developer’s obligations, Developer agrees: (1) to construct
and complete the Improvements pursuant to and in accordance with this Agreement, (2) to pay all
Town costs, fees and charges due from Developer pursuant to this Agreement, (3) to maintain and
repair streets, sidewalks and other Improvements pursuant to Section 6 of this Agreement, and (4)
otherwise faithfully to perform its undertakings pursuant to this Agreement, the Developer shall, prior
to the recordation of the Final Plat and any Future Final Plat, deposit with the Town a bond or letter
of credit (“Performance and Payment Bond/Letter of Credit”), in a total amount equal to either
120% of the Approved Cost Estimate for all Improvements to be constructed in connection with that
phase of the Project related to the Final Plat, or in cases where executed contracts for construction
and installation of an Improvement have been filed with the Town pursuant to Subsection 2.2.2. of
this Agreement, 120% of the amount of such contracts. The Performance and Payment Bond/Letter
of Credit shall be maintained and renewed by the Developer, and shall be held by the Town, until the
approval of the Improvements by the Town pursuant to Subsection 2.4.1. or the acceptance of the
Improvements by the Town pursuant to Subsection 2.4.2. and the posting of the Guaranty Bond/Letter
of Credit as required by Subsection 4.2 below. After such acceptance and posting, the Town shall
release the Performance and Payment Bond/Letter of Credit. If the Town is required to draw on the
Performance and Payment Bond/Letter of Credit by reason of the Developer’s failure to fulfill its
obligations under Section 2 of this Agreement, then the Developer shall within ten (10) days thereafter
cause the letter or bond of credit to be increased to its full original amount. Developer recognizes
that the reduction of the Performance and Payment Bond/Letter of Credit may be subject to such
policies the Town has in place at the time of reduction.
4.2. Guaranty Bond/Letter of Credit. Immediately after the Town’s approval or
acceptance of the Improvements pursuant to Subsection 2.4.1. or 2.4.2. of this Agreement, the
Developer shall post a bond or letter of credit in the amount of 120% of the actual total cost of the
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Improvements as security for the performance of the Developer’s obligations under Subsections 2.4.3.
and 2.4.6 and 2.4.7. of this Agreement (“Guaranty Letter of Credit”). The Guaranty Letter of Credit
shall be held by the Town until the end of the one-year guaranty period set forth in Subsection 2.4.7.
of this Agreement or until one year after the proper correction of any defect or deficiency in the
Improvements pursuant to Subsection 2.4.7. and payment therefore, whichever occurs later. If the
Town is required to draw on the Guaranty Letter of Credit by reason of the Developer’s failure to
fulfill its obligations under Subsection 2.4.7. of this Agreement, then the Developer shall within ten
(10) days thereafter cause the letter of credit to be increased to its full original amount.
4.3. Interest and Costs. The Developer shall bear the full cost of securing and maintaining
the Performance and Payment Letter of Credit and the Guaranty Letter of Credit.
4.4. Bonds and Forms of Letters of Credit. Performance Bonds and Guaranty Bonds
shall be in a form satisfactory to the Town Attorney and each shall be from a bonding company
acceptable to the Town. The Performance and Payment Letter of Credit and the Guaranty Letter of
Credit each shall be in a form satisfactory to the Town Attorney and each shall be from a bank
acceptable to the Town. Each letter of credit or bond shall, at a minimum, provide that: (1) it shall
not be canceled without prior written consent of the Town; (2) it shall not require the consent of the
Developer prior to any draw on it by the Town; and (3) if at any time it will expire within thirty (30)
or any lesser number of days, and if it has not been renewed, and if any applicable obligation of the
Developer for which it is security remains uncompleted or unsatisfactory, then the Town may, without
notice and without being required to take any further action of any nature whatsoever, call and draw
down the letter of credit and thereafter either hold all proceeds to complete all such obligations and
reimburse the Town for any and all costs and expenses, including legal fees and administrative costs,
incurred by the Town, as the Town shall determine. The amount of the letter of credit may be reduced,
but only upon joint written direction by the Developer and the Town to allow for Improvement work
satisfactorily completed. No such reduction shall be allowed except upon presentation by the
Developer of proper documentation demonstrating final payment to contractors, subcontractors and
suppliers and, partial or final waivers of lien, as may be appropriate, and all such additional
documentation as the Town may reasonably request to demonstrate satisfactory completion of the
Improvement in question.
4.5. Replenishment of Letters of Credit. If at any time the Town determines that the
funds remaining in the Performance and Payment Letter of Credit are not, or may not be, sufficient
to pay in full the remaining unpaid cost of all Improvements and all unpaid Town fees, or that the
funds remaining in the Guaranty Letter of Credit are not, or may not be, sufficient to pay all unpaid
costs of correcting any and all defects and deficiencies in the Improvements, then, within ten (10)
days following a demand by the Town, the Developer shall increase the amount of the appropriate
letter of credit to an amount determined by the Town to be sufficient to pay such unpaid costs and
fees. Failure to so increase the amount of the security shall be grounds for the Town to retain any
remaining balance of the funds previously drawn and to draw down the entire remaining balance of
the letters of credit for application in accordance with Subsection 4.7.
4.6. Replacement of Bonds and Letters of Credit. If at any time the Town determines
that the company issuing a Performance Bond or Guaranty Bond or the bank issuing either a
Performance and Payment Letter of Credit or a Guaranty Letter of Credit is unable to meet any federal
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or state requirement for reserves, is insolvent, is in danger of becoming any of the foregoing, or is
otherwise in danger of being unable to honor such bond or letter of credit at any time during its term,
or if the Town otherwise reasonably deems itself to be insecure, then the Town shall have the right to
demand that Developer provide a replacement bond or letter of credit from a bonding company or a
bank satisfactory to the Town. Such replacement bond or letter of credit shall be deposited with the
Town not later than ten (10) days following such demand. Upon such deposit, the Town shall
surrender the original bond or letter of credit to the Developer.
4.7. Use of Funds in the Event of Breach of Agreement. If the Developer in any other
manner fails or refuses to meet fully any of its obligations under this Agreement, then the Town may
exercise its rights under any bond and/or draw on and retain all or any of the funds remaining in either
the Performance and Payment Letter of Credit or the Guaranty Letter of Credit. The Town shall also
have the right (1) to exercise any of its rights under this Agreement; (2) to take any other action it
deems reasonable and appropriate to mitigate the effects of its costs and expenses, including legal
fees and administrative expenses, resulting from or incurred as a result of the Developer’s failure or
refusal to fully meet its obligations under this Agreement; and (3) to reimburse itself for all of its
costs and expenses, including reasonable legal fees and administrative expenses, resulting from or
incurred as a result of the Developer’s failure or refusal to fully meet its obligations under this
Agreement.
4.8. Town Lien Rights.
4.8.1. If any money, property or other consideration due from the Developer to the Town
pursuant to Section 2 or 3 of this Agreement is not either recovered from any bond, letter of credit or
other performance security deposit tendered under this Section 4 or paid or conveyed to the Town by
the Developer within ten (10) days after a demand for such payment or conveyance, the Town may
assert a lien against any lot, parcel or condominium unit owned by the Developer in the Project for
such money, or the Town’s reasonable estimate of the value of such property or other consideration,
together with interest and costs of collection, including legal fees and administrative expenses.
4.8.2. The Town shall assert a lien described in the preceding Subsection 4.8.1. by filing in
the Land Records of Queen Anne’s County a notice of lien which shall describe the property against
which the lien is asserted, the amount of the lien and a statement as to the reasons why the lien is
asserted. The Town shall have the right to enforce such a lien in the same manner as if the lien were
for unpaid and overdue real property taxes payable to the Town.
Section 5. Declaration of Protective Covenants. The Developer may execute and record
among the Land Records of Queen Anne’s County a declaration of protective covenants for the
Project (the “Declaration”). If there is a conflict between the terms of the Declaration and any term
of this Agreement, the term of this Agreement shall control.
Section 6. Damage to Improvements. The Developer shall maintain the Project and all
streets, sidewalks, and other public property in and adjacent to the Project in a good and clean
condition at all times during construction of the Project and the Improvements; shall promptly clean
all mud, dirt, or debris deposited on any street, sidewalk, ditch or other Improvements (whether
publicly or privately owned) in or adjacent to the Project by the Developer or any agent of or
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contractor hired by, or on behalf of, the Developer; and shall repair any damage to any street,
sidewalk, ditch or other Improvements (whether publicly or privately owned) that may be used by the
activities of the Developer or any agent of or contractor hired by, or on behalf of, the Developer.
Section 7. Liability and Indemnity of Town.
7.1 No Liability for Town Review. The Developer acknowledges and agrees (1) that the
Town is not, and shall not be, in any way liable for any damages or injuries that may be sustained as
the result of the Town’s review and approval of any plans for the Project or the Improvements, or as
a result of the issuance of any approvals, permits, certificates, or acceptances for the Project or use of
any portion of the Project or the Improvements, and (2) that the Town’s review and approval of any
such plans and issuance of any such approvals, permits, certificates, or acceptances does not, and
shall not, in any way be deemed to insure the Developer, or any of its heirs, successors, assigns,
tenants, or licensees, or any third party, against damage or injury of any kind at any time.
7.2 Indemnification. The Developer agrees to, and does hereby, hold harmless and
indemnify the Town, and all of its elected and appointed officials, officers, employees, agents,
representatives, engineers, and attorneys, from any and all claims that may be asserted at any time
against any of such parties in connection with (1) the Town’s review and approval of any plans for
the Project or the Improvements, (2) the issuance of any approval, permit, certificate, or acceptance
for the Project or the Improvements, (3) the development, construction, maintenance, or use of any
portion of the Project or the Improvements until dedicated to and accepted by the Town, and (4) the
performance by the Developer of its obligations under this Agreement and all related agreements.
7.3 Defense Expenses. The Developer shall agree to, pay all expenses, including
reasonable legal fees and administrative expenses, incurred by the Town in defending itself with
regard to any and all claims mentioned in Subsection 7.2 above.
Section 8. Nature. Survival, and Transfer of Obligation. The Developer agrees that the
terms of this Agreement shall be binding upon it personally, and upon any and all of its heirs,
successors, and assigns. The Developer further agrees that all payment obligations under this
Agreement, together with interest and costs of collection, including reasonable legal fees and
administrative expenses, shall, until paid, constitute a lien upon any portion of the Project owned by
the Developer which lien shall be enforceable in the same manner as in mortgage foreclosure
proceedings in the manner described in Subsection 4.8 of this Agreement.
8.1. The Town agrees that upon a successor’s becoming bound to the personal obligation
created herein in the manner provided herein and providing the financial assurances required herein,
the personal liability of the Developer shall be released to the extent of the transferee’s assumption
of such liability. The Developer agrees to notify the Town in writing at least thirty (30) days prior to
any date upon which the Developer transfers a legal or beneficial interest in any portion of the Project
(other than an individual lot or group of lots for which all Improvements have been completed and
accepted or approved pursuant to this Agreement). The Developer shall, before completing any such
transfer, provide the Town with a fully executed copy of the above required agreement by the
transferee to be bound by the provisions of this Agreement and, if requested by the Town, with the
transferee’s proposed assurances of financial capability.
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Section 9. 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 10. 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 11. Time of Essence. Time is of the essence in the performance of all terms and
provisions of this Agreement.
Section 12. Term. Except as otherwise provided herein, this Agreement shall run with and
bind the Project in perpetuity, and shall inure to the benefit of and be enforceable by the Developer
and the Town, and any of their respective legal representatives, heirs, successors and assigns.
Notwithstanding anything to the contrary contained elsewhere in this Agreement: (i) this Agreement
shall have no force or effect unless and until a Deed (the “Deed”) transferring the Property from the
Owner to the Developer is recorded among the Land Records of Queen Anne’s County; (ii) this
Agreement shall be null and void if the Deed is not so recorded by December 31, 2025; (iii) the Owner
shall have no obligations with respect to this Agreement, except as expressly stated herein, and (iv)
nothing in this Agreement shall amend or affect the Existing PWA.
Section 13. 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 paid, certified or registered mail, return receipt requested, at the address set forth
below. Notices and communications to the parties shall be addressed to, and delivered at, the
following addresses:
IF TO OWNER: IF TO THE TOWN:
Coursevall, LLC Town of Centreville
c/o Davis Emory c/o Carolyn Brinkley
8601 LaSalle Road, Suite 205 101 Lawyer’s Row
Towson, Maryland 21286 Centreville, Maryland 21617
WITH COPY TO: WITH COPY TO:
Robert E. Scher, Esq. Sharon VanEmburgh, Esq.
Baker, Donelson, Bearman, Caldwell 16 S. Washington Street
& Berkowitz, PC Easton, Maryland 21601
100 Light Street, 19th Floor
Baltimore, Maryland 21202
IF TO DEVELOPER:
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Centreville Shopping Center, LLC
c/o Mid-Atlantic Real Estate Investments, Inc.
9161 Liberia Ave., Suite 201
Manassas, Virginia 20110
Attn: Kevin M. Sills
WITH A COPY TO:
Ryan D. Showalter, Esq
McAllister, DeTar, Showalter & Walker LLC
100 N. West Street
Easton, Maryland 21601
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 14. Enforcement.
14.1 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 ever 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 the Project
at any time when the Developer has failed or refused to meet fully any of its obligations under this
Agreement, until such obligation is satisfied. In the event of a judicial proceeding brought by the
Town against the Developer, or his successors or assigns, for enforcement or for breach of any
provision of this Agreement, the Town shall be entitled to reimbursement from the Developer of all
costs and expenses, including reasonable attorneys’ fees incurred in connection with such judicial
proceeding.
14.2 By the Developer. The Developer 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 the Developer, or
his successors or assigns against the Town, for enforcement or for breach of any provision of this
Agreement, the Developer shall be entitled to reimbursement from the Town of all costs and expenses,
including reasonable attorneys’ fees incurred in connection with such judicial proceeding.
14.3 Waiver of Right to Seek Monetary Damages by Developer. Any provisions of law to
the contrary notwithstanding, the Developer agrees that it will not seek, and shall not have the right
to seek, or recover a judgement for monetary damages against the Town 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 Developer acknowledges that the inclusion of this Subsection in
this Agreement constitutes a material factor in the decision of the Town to enter into this Agreement.
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Section 15. Amendments. All amendments to this Agreement shall be in writing and shall
be approved by the Developer and the Town and, until Owner conveys the Property to Developer, the
Owner.
Section 16. Incorporation of Exhibits. All exhibits referred to herein are hereby
incorporated in this Agreement by this reference.
SIGNATURES CONTINUE ON FOLLOWING PAGE
Page 13 of 16

WITNESS: TOWN COUNCIL OF CENTREVILLE
______________________________ ______________________________
Ashley Heffernan Kaiser, Esq., President
______________________________ ______________________________
Jeff D. Kiel, Vice President
______________________________ ______________________________
Fred McNeil, Member
______________________________ ______________________________
Sandy L. Huffer, Member
______________________________ ______________________________
Frederick Beu, Member
STATE OF MARYLAND, COUNTY OF ____________________, TO WIT:
I HEREBY CERTIFY, that on this _____ day of November, 2025, before me, the subscriber,
a Notary Public of the State of Maryland, in and for the County aforesaid, personally appeared Ashley
H. Kaiser, Jeff D. Kiel, Fred McNeil, Sandy L. Huffer, and Frederick Beu, who acknowledged
themselves to be the TOWN COUNCIL OF CENTREVILLE, and in such capacity executed the foregoing
instrument for the purposes therein contained.
WITNESS my hand and Notarial Seal.
______________________________
Notary Public
My Commission Expires: ______________
SIGNATURES CONTINUE ON FOLLOWING PAGES
Page 14 of 16

WITNESS: COURSEVALL, LLC
a Maryland limited liability company
By: Emory Ventures, LLC, its Manager
______________________________ ______________________________
By: Davis. C. Emory, Manager
STATE OF MARYLAND, COUNTY OF ____________________, TO WIT:
I HEREBY CERTIFY, that on this _____ day of November, 2025, before me, the subscriber,
a Notary Public of the State of Maryland, in and for the County aforesaid, personally appeared Davis
C. Emory, who acknowledged himself to be the Manager of Emory Ventures, LLC, the Manager of
Coursevall, LLC, and in such capacity executed the foregoing instrument for the purposes therein
contained.
WITNESS my hand and Notarial Seal.
______________________________
Notary Public
My Commission Expires: ______________
SIGNATURES CONTINUE ON FOLLOWING PAGE
Page 15 of 16

WITNESS:
CENTREVILLE SHOPPING CENTER,
LLC, a Virginia limited liability company
______________________________ ______________________________
By: Kevin M. Sills, President
STATE OF MARYLAND, COUNTY OF ____________________, TO WIT:
I HEREBY CERTIFY, that on this _____ day of November, 2025, before me, the subscriber,
a Notary Public of the State of Maryland, in and for the County aforesaid, personally appeared Kevin
M. Sills, who acknowledged himself to be the Manager of CENTREVILLE SHOPPING CENTER, LLC, and
in such capacity executed the foregoing instrument for the purposes therein contained.
WITNESS my hand and Notarial Seal.
______________________________
Notary Public
My Commission Expires: ______________
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.
_____________________________
Sharon VanEmburgh, Esquire
Page 16 of 16