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Home My WebLink About250114a John F.Barr,President Washington County Derek Harvey Jeffrey A. Cline, Vice President Wayne K.Keefer Randall E. Wagner 100 West Washington Street, Suite 1101 1 Hagerstown,MD 21740-4735 P: 240.313.2200 F: 240.313.2201 WWW.WASHCO-MD.NET W.WASHCO-MD.NET BOARD OF COUNTY COMMISSIONERS January 14, 2025 OPEN SESSION AGENDA 9:00 AM INVOCATION AND PLEDGE OF ALLEGIANCE CALL TO ORDER,President John F. Barr APPROVAL OF MINUTES: November 20, 2024 December 10, 2024 9:05 AM COMMISSIONERS' REPORTS AND COMMENTS 9:20 AM STAFF COMMENTS 9:30 AM CITIZEN PARTICIPATION 9:40 AM 1. FY25 BUDGET ADJUSTMENTS TO THE WASHINGTON COUNTY BOARD OF EDUCATION'S GENERAL FUND BUDGET Jeffrey Proulx, Chief Operating Officer, Washington County Public Schools; Eric Sisler, Executive Director of Finance, Washington County Public Schools 9:45 AM 2. ANNUAL PRESENTATION BY HAGERSTOWN COMMUNITY COLLEGE PRESIDENT AND BOARD OF TRUSTEES TO THE WASHINGTON COUNTY COMMISSIONERS AND STAFF Dr. James, Klauber, President, Hagerstown Community College 9:55 AM 3. ADMINISTRATIVE OFFICE OF THE COURTS SECURITY FUNDING — APPROVAL TO ACCEPT GRANT AWARD Kristin Grossnickle, Court Administrator, Circuit Court for Washington County; Richard Lesh, Grant Manager, Grant Management 10:00 AM 4. SOLE SOURCE PROCUREMENT (PUR-1723) — ESRI CLOUD MODEL OF GEOGRAPHIC INFORMATION SOFTWARE ENTERPRISE LICENSE AGREEMENT Brandi Kentner, Director, Purchasing; Josh O'Neal, Chief Technical Officer, Information Technology 5. INTERGOVERNMENTAL COOPERATIVE PURCHASE (INGT-24-0175) 2025 FORD F-550 REGULAR CAB 4X4 205" CHASSIS TRUCK Brandi Kentner, Director, Purchasing; Danny Hixon, Deputy Director, Public Works Buildings, Grounds, and Facilities 10:05 AM 6. 2025 SENATOR AMOSS FUNDING DISTRIBUTION R. David Hays, Director, Emergency Services 10:15 AM 7. THIRD AMENDMENT TO LEASE Mark Bradshaw, Director, Environmental Management; Rosalinda Pascual, Deputy County Attorney 10:30 AM 8. POLICE ACCOUNTABILITY TRIAL BOARD OAH STANDING AGREEMENT Rosalinda Pascual, Deputy County Attorney 10:25 AM CLOSED SESSION — (To consider the acquisition of real property for a public purpose and matters related directly thereto. (3) The discussion of said matters in open session would diminish the County's bargaining power. • Discussion the acquisition of real property for the location of County facility. • Review agreement of sale for purchase of real property by the County. To discuss the appointment, employment, assignment,promotion, discipline, demotion, compensation, removal, resignation, or performance evaluation of appointees, employees, or officials over whom this public body has jurisdiction; or any other personnel matter that affects one or more specific individual. (1) These topics include the discussion of confidential personnel matters. • Discussion of hiring recommendation for open County position. • Discussion of hiring recommendation for open County position. To consult with counsel to obtain legal advice on a legal matter. Discussion in open session would violate attorney-client privilege. ■ Update from County Attorney on County-involved litigation and other legal matters. To consider matters related to collective bargaining negotiations. ■ Discuss updates and progress of negotiations with IAFF.) 12:00 PM RECONVENE IN OPEN SESSION ADJOURNMENT BOARD OF COUNTY COMMISSIONERS IS ATTENDING A TOUR OF DUVINAGE, LLC AT 60 WEST OAK RIDGE DRIVE, HAGERSTOWN, MARYLAND 21740 AT 1:30 P.M. ................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................ Individuals requiring special accommodations are requested to contact the Office of the County Commissioners,240.313.2200 Voice/TDD,to make arrangements no later than ten(10)working days prior to the meeting. --� --� --� --� a in ton County Board of County Commissioners of Washington County,Maryland Agenda Report Form Open Session Item SUBJECT: FY25 Budget Adjustments to the Washington County Board of Education's General Fund Budget PRESENTATION DATE: January 14, 2025 PRESENTATION BY: Mr. Jeffrey Proulx, Chief Operating Officer, WCPS Mr. Eric Sisler, Executive Director of Finance, WCPS RECOMMENDED MOTION: Move to approve the requested adjustments to the Board of Education's FY2025 General Fund Budget. REPORT-IN-BRIEF: The Annotated Code of Maryland requires local school systems to periodically re-forecast their financial needs and make necessary changes to their budgets. To that end, the Washington County Board of Education approved the attached list of changes to its FY2025 General Fund Budget at its December 17, 2024, meeting. DISCUSSION: The changes that the Board of Education approved on December 17, 2024, cross major categories. Therefore, these requested adjustments must also be approved by the Board of County Commissioners. These changes are necessary to reflect the one-time allocation of funds from the County Government approved by the Commissioners on November 19, 2024, to support start-up costs for a visitor management system and the purchase of three replacement school buses. FISCAL IMPACT: None. These proposed modifications merely adjust various categories of the budget to reflect updated information on revenue and spending trends. CONCURRENCES: Washington County Public Schools Finance staff recommended the adjustments for approval by the full Board. The Board of Education approved these changes at their December 17, 2024, meeting. ALTERNATIVES: None ATTACHMENTS: • FY2025 general fund budget adjustments AUDIOVISUAL NEEDS: None / \ \ ( E # E 7 a) Eu \ k a) $ E a g j n _ 7 3 a) rJ \ § a) O \ § \ a) ( Ean § V) V ( E 7 (L t > @ > � \ t0 / O m / m o = 2 2 O ~ g C S ° LL. » E \E 2 \ r y / § \ E G 7 0 § 6 S _ > 0 t- / 2 -iI i/a- a m oCI \ \ \ W > k ) -, S \ E c / / @ « \ b a)0 ■ \ -0 C _ LL U a) _ y = \ c \ y \ O + U \ 3 .g 0 3 e ■ N » \ \ M G W \ > \ \ ( k ' U 0 y 2 O 3 z % \ATashington County 'I Board of County Commissioners of Washington County,Maryland Agenda Report Form Open Session Item SUBJECT: Annual Presentation by Hagerstown Community College President and Board of Trustees to the Washington County Commissioners and Staff PRESENTATION DATE: January 14, 2025 PRESENTATION BY: Dr. James Klauber RECOMMENDED MOTION: None at this time REPORT-IN-BRIEF: State of HCC and budget presentation DISCUSSION: Dr. Klauber and the HCC Board of Trustees will brief the Commissioners and staff on the changes at HCC over the year, along with a budget and tuition forecast. FISCAL IMPACT: 3% Increase of General Fund Operating Budget and $750,000 for One- Time Deferred Maintenance. CONCURRENCES: None ALTERNATIVES: None ATTACHMENTS: None AUDIOVISUAL NEEDS: Power Point will be presented. N N N ON u Fiy � N N O O O bA I o ry ti•s' E an o o c, ry ti r W � 0 qij N N N '. OO O O bA O O O rfl � m O Q, YS O � O y Cs O O 0, [ 0 \ 0 S Q \ - cz 0 E ■ ) O \ _ \ j 0 , / f / / E \ \ / � \ « u 2 � ] / 00 § = n CAt - o k — ( 0 \ � / � !I IIII VIIUIIUIII Vu ullllmihlu iNluNu uuu ��.ry•ilM G6 Washington County,Maryland The Office of Budget and Finance Outside Agency Funding Request 100 West Washington Street,Room 3100 FY2025 Hagerstown,Maryland 21740 Phone:240-313-2300 Fax:240-313-2301 VI VuumVum uN'IuVum a uuoi u�u�u�u�u uum a uNluNu uuu uuu uum u�u Organization Hagerstown Commuity College(HCC) Contact Person: Dr.Heike Soeffker-Culicerto Address: 11400 Robinwood Drive Telephone: (240)500-2235 City Hagerstown State MD Zip Code 21742 E-mail: hisoeffker-culicerto(a?hagerstowncc.edu Fax: (301)733-7852 muliVmioi�u�uMulu�utluV'lulu�ul$.ummluu mioi ullVimioi a u�u,„ Program Name Total....Bud Budget County Request gg Funding Prior Current Proposed % Prior Current...................... Proposed % General Fund Operating Budget 42 32fi 125 45 248 730 5 p g g $ $ $ 4 ,979,842 1.6% Form 2 $ 10,035,290 $ 10,236,290 $ 10,543,379 3.0% Deferred Maintenance One-Time $ - $ - $ - 0% Form 3 $ - f$ - f$ 750,000 100% $ - $ - $ - 0% Form 4 $ - f$ - f$ - 0% $ - $ - $ - 0% Form 5 $ - f$ - f$ - f 0% $ - $ - $ - 0% Form 6 $ - f$ - f$ - f 0% $ - $ - $ - 0% Form 7 $ - f$ - f$ - f 0% Total $ 42,326,125 $ 45,248,730 $ 45,979,842 1.6% $ 10,035,290 $ 10,236,290 $ 11,293,379 10.3% I IIII III I III II II II II I II II,„ kfV. I IIII VIII VIV 11111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111161��II�� I��I��II��Ni��I��I�� Ni��NI�� IIIIIII�� III��I�� I��II{I��d��M��Ni��NI��W�� Attach Year End Financial Statement(audited if available),if not already provided. Attach Form 990,the most recent year filed and completed,if applicable. I certify that all information in this application as well as all supplied supporting data of this application are true and complete to the best of my knowledge and belief. I understand that material omission or false information contained in the application could constitute grounds for disqualification from funding. I further understand that by submitting an application, I am accepting the terms and conditions as approved by the County Commissioners of Washington County, MD for the programs specified. Expenditures are also subject to County audit. I also represent and warrant that the organization does not discriminate on the basis of race,creed,sex,age,color,national origin,physical or mental disabilities for employment, or the achievement of the mission or goal of the organization. I understand that any and all applications submitted may be considered public documents.As such,all applications may be viewable and obtained by the public under provisions of the Public Information Act,MD Code Ann.,State Government Article 10-613. , .., Applicant's Signature Date 12/19/2024 IIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIII�°I�IIII II�I�II ��° °I Washington County, Maryland Outside Agency Funding Request 1111111 a u uuuu t a uuu I�ul uum�uum�mol t uum uu Organization Name: Hagerstown Commuity College(HCC) Funding Request: $ 10,543,379 Program Name: General Fund Operating Budget #Clients Served: 40,118 Program Description: HCC ensures equitable access to affordable, high-quality educational programs,while fostering workforce development and cultural vitality in the region. Total Program Cost Budget Justification Expenditures Prior Year Current Year Requested Year p (Explain and justify each proposed budget line item for which an increase or Actual Budget Budget decrease appears.) (round nearest$10) 1111111 III lillll Iliiilll II�III III�II liiiil II 1111111 IIIIIIIIIIIIIII Illll lllilll III 2.00%Increase for faculty and staff, plus additional Wages staffing for former ABC and Northern Ave. 21,855,321 23,957,474 25,436,623 Fringe Benefits g 4,675,000 4,930,996 4,700,000 1 J Payroll Taxes 1,671,932 1,832,747 1,945,902 Employer's share of social security and Medicare Total $ 28,202,253 $ 30,721,217 $ 32,082,525 Audit mullluuullmmu""""" Note:moved to contract services Building Maintenance 300,000 120,000 120,000 Contract Services 6,299,513 6,423,856 6,423,856 Consultants Note:moved to contract services Hardware Software 1 J Insurance 622,116 725,075 775,830 Interest Cost Office Supplies pp - - 1 J Phone 373,000 451,000 451,000 Rent Expense - - Utllities 994,221 1,150,000 1,150,000 1 J Vehicle Maintenance - - Other il below): - - 1. Su (detail and Materials Supplies 1,967,917 2,211,493 2,211,493 l J 2. Contingency-General 672,804 871,754 408,209 3. Tuition Disc/Scholarships 800,000 1,633,692 1,155,996 4. PD&Memberships p 296,291 465,933 465,933 1 J 5. Advertising 333,000 335,000 335,000 Total $ 12,658,862 $ 14,387,803 $ 13,497,317 Equipment Purchases 1,465,010 139,710 400,000 Hardware Purchases Other Capital Purchases Total �465,010 $ 139��0 $ 400 000 $ 1 1 J uiiiul m uiiim mlu uum a viii IVuuuIIIIIVu mi uIVmVmul m li.. .0 uuuu uuum uiuulm uum uuumuum uliul IIIIVI uum a uuum a uuul.0 uu uuuu Vuull ulmul IIIIVu uuuV IIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIII��°�I °��'�'II�II Washington County, Maryland Outside Agency Funding Request ,uU�I�I,� �uU III�UPI 1111111 IIII�II�IIIIIiI�iiIIWIIIIIIuiGoIhIIIIIVIHiIIIIIIMIIuuIIu ulfdiVi IIHiIIIIIIIIIII diVi Organization Name: Hagerstown Commuity College(HCC) Funding Request: $ 10,543,379 Program Name: General Fund Operating Budget #Clients Served: 40,118 Program Description: HCC ensures equitable access to affordable, high-quality educational programs,while fostering workforce development and cultural vitality in the region. Total Program Revenue Budget Justification Program Revenue Prior Year Current Year Requested Year g (Explain and justify each proposed budget line item for which an increase or Actual Budget Budget decrease appears.) (round nearest$10) �INV10 IVIN N�V N IVIV �INIIVI�I�I�I�I A 3%increase due to an anticipated decrease by the state. County-general operating $ 10,236,290 $ 10,236,290 $ 10,543,379 CountGamin Y g 1 1 J County-Community Funding County-other(list): One-time appropriation for deferred maintenance appropriation projects. 1. Deferred maintenance 750,000 2. 3. Federal Estimated 5%increase of Cade due to increase of HCC's State 16,184,916 15,852,133 16,572,846 enrollment. Contributions and bequests l l J Total $� 26,421,206� f $ 26,088,423 II$ 27,866,225 fllVlillY I III ��IuIIu�IluimulldlV10'IuIlmuli V V�VV�V V V�VV�V V V�VV� ,.,,,. Fundraising Other: Maryland Blueprint, but due to En 115n....101 initiative Y pg enrollment decrease. But 5%increase of tuition and 1. Student Tuition and Fees 14,804,919 17,835,307 17,113,617 increase of some fees and taking over ABC. 2. Miscellaneous 300,000 200 000 200,000 00 200 0 3. 4. Total $ 15,104,919 $ 18,035,307 $ 17,313,617 �(II III Sale of Equipment Investment Income 800,000 1� 00 ,125000 800,000 Loan Proceeds Total $ 800,000 $ 1,125,000 $ 800,000 IVmum m uiiim m�u uum a uuuVumumol m m u uuul uum uiiil�� a uiliiil IIIIVI uuu�� a Iiiiul a uuul�� 1ZIHI a a oI jckI ""'VIII e WW�IIIII IIllllm�l�ul WIWWIIIII uulllllll�m � IIIIIIIIIIIIIII �IIIII ✓!/�.r��r QA �°�� , //J,///�f ,,u V�oP��III I it � � � �"�+ �IIIIIII III 6�� ('viii%� � + • � I 4IC}44ry �Y Y, umi _.... ..�.� . �..�, . a u +uii, IWW�IIIII uuu�� / � �IIIIIIIIIIII Riau+ i y I' z _ � zw 0 ct ct >c O ^ O 00 -� - O00 c � � U • c c) 0 -d a L.fl •Uo cU 4-r C0 c0 O 0 0 '' z rh _ � zw 0 cc cf � tO bA ` 'I) E o 0 ct O '� 0cci � O • 0 � U o?4S . . _ _) a) bA bA U ti44Y prya :! j 6mn�a 0 0 0 Cfl N a LPL. Cfl Cfl 0 0 N 0 N M LL R Cfl M N 0 N O C7 0 CO Lf) QLL Cfl r •V c � O W E a) > _ a) cn Cl) cn cn III O 0 _ cis a V z n ' C7 VII, Ln �� VVII �H I J zc x iJZFf MJJ IL C� p ct N >c a) aa I.) _ _ a) I.) o O 4) O �, V'u'u'uu i ��uuue. uuuuu �WWWW ' i�VIIIUI U ' Iliu Vii. V�mn � �°� III IIUU'IIIIY '' utir� u"^' IIIIVII lu u� m Vu�„'� II IVu„p l �uuum pi u� III I r�- � ^„"p I�I lilllf �'� IIIIIIIII �I u �II(Ir a In ton County Board of County Commissioners of Washington County,Maryland Agenda Report Form Open Session Item SUBJECT: Administrative Office of the Courts Security Funding—Approval to Accept Grant Award PRESENTATION DATE: January 14, 2025 PRESENTATION BY: Kristin Grossnickle, Court Administrator, Circuit Court for Washington County, Richard Lesh, Grant Manager, Office of Grant Management RECOMMENDED MOTION: Move to approve the acceptance of funds in the amount of $74,657.94 for Circuit Court security funding. REPORT-IN-BRIEF: This grant program will provide funds from the Maryland Administrative Office of the Courts to Washington County Circuit Court for multiple security proj ects. DISCUSSION: Grant funds will be used for multiple security projects including additional access control panel, an alarm panel notification upgrade, updated Aiphone visual intercom systems, and installation of security blast film. The Office of Grant Management has reviewed the grant funding guidelines. There are no unusual conditions or requirements attached to the acceptance of the grant. FISCAL IMPACT: Provides $74,657.94 for the Washington County Circuit Court CONCURRENCES: Office of Grant Management ALTERNATIVES: Deny acceptance of additional funding ATTACHMENTS: N/A AUDIO/VISUAL NEEDS: N/A %VàshingtonCountyj Board of County Commissioners of Washington County,Maryland • Agenda Report Form Open Session Item SUBJECT: Sole Source Procurement (PUR-1723) — ESRI Cloud Model of Geographic Information Software Enterprise License Agreement PRESENTATION DATE: January 14, 2025 PRESENTATION BY: Brandi Kentner, CPPO, Director, Purchasing Department; Josh O'Neal, Division Director,Information Systems RECOMMENDED MOTION: Move to authorize a Sole Source procurement of a Esri Enterprise License Agreement for use by the Washington County Department of Information Technologies for the third and final year beginning January 4, 2025, ending January 3, 2026 for a total sum of$113,300 from Environmental Systems Research Institute,Inc. of Redlands, CA. REPORT-IN-BRIEF: ESRI is the software that drives all GIS-related operations for all County departments. It provides mapping and planning data essential to many aspects of Public Works and serves citizen and interagency requests and collaboration efforts around GIS data. The Department of Information Technologies wishes to apply Sections 1-106.2(a)(1) & (2) of the Code of Local Public Laws of Washington County, Maryland, to the procurement requested. These sections state that a sole source procurement is authorized and permissible when: (1) Only one source exists that meets the County's requirements. This request requires the approval of four of the five Commissioners in order to proceed with a sole source procurement. If approved, the following remaining steps of the process will occur as outlined by the law: 1)Not more than ten (10) days after the execution and approval of a contract under this section, the procurement agency shall publish notice of the award in a newspaper of general circulation in the County and 2)An appropriate record of the sole source procurement shall be maintained as required. DISCUSSION: N/A FISCAL IMPACT Funds in the amount of$1,279,398.45 are available in 515180-10-11000 for this expenditure. CONCURRENCES: N/A ALTERNATIVES: N/A ATTACHMENTS: Environmental Systems Research Institute,Inc. quote dated 11/20/2024. 3 N 8ri lc Gesn 380 New York Street Redlands CA 92373 Subject: Renewal Quotation Date: 11/20/2024 To: Joseph Rathvon Organization: County of Washington Information Technology Fax#: 240-313-2261 Phone#: 240-313-2278 From: Hannah Sistos Fax#: Phone#: + 19093693265 Ext. 3265 Email: hsistos@esri.com Number of pages transmitted Quotation #26251633 (including this cover sheet): 4 Document Date: 11/20/2024 Please find the attached quotation for your forthcoming term. Keeping your term current may entitle you to exclusive benefits, and if you choose to discontinue your coverage, you will become ineligible for these valuable benefits and services. If your quote is regarding software maintenance renewal, visit the following website for details regarding the maintenance program benefits at your licensing level http://www.esri.com/apps/products/maintenance/qualifying.cfm All maintenance fees from the date of discontinuation will be due and payable if you decide to reactivate your coverage at a later date. Please note: Certain programs and license types may have varying benefits. Complimentary User Conference registrations, software support, and software and data updates are not included in all programs. Customers who have multiple copies of certain Esri licenses may have the option of supporting some of their licenses with secondary maintenance. For information about the terms of use for Esri products as well as purchase order terms and conditions, please visit http://www.esri.com/legal/licensing/softw are-license.html If you have any questions or need additional information, please contact Customer Service at 888-377-4575 option 5. • esn®380lan Newds,York Street Red CA 92373 Quotation Phone: + 190936932653265 Date: 11/20/2024 Quotation Number: 26251633 Contract Number: SMALL GOVT ELA US Send Purchase Orders To: Environmental Systems Research Institute, Inc. 380 New York Street Redlands, CA 92373-8100 County of Washington Attn: Hannah Sistos Information Technology Please include the following remittance address GIS S Office on your Purchase Order: 100 W Washington St Rm 334 Environmental Systems Research Institute, Inc. Hagerstown MD 21740-4727 P.O. Box 741076 Attn: Joseph Rathvon Los Angeles, CA 90074-1076 Email:jrathvon@washco-md.net Customer Number: 268948 For questions regarding this document, please contact Customer Service at 888-377-4575. Item Qty Material# Unit Price Extended Price Per the terms and conditions in your Esri Enterprise License Agreement, your organization is required to provide an annual usage report. This report should detail all deployments made under this agreement for your previous term, and should be provided to Esri as an Excel spreadsheet. The annual usage report must include actual license counts by product, licensee, and location. Please return your report via email to ea_usage_reports@esri.com. Thank you in advance for your prompt attention to this matter. 10 1 168181 113300.00 113,300.00 Populations of 125,001 to 150,000 Small Government Enterprise Agreement Annual Subscription (Legacy) Start Date: 01/04/2025 End Date: 01/03/2026 Subscription ID: 2103327684 Please note Esri has introduced a price change and this quote reflects current pricing for your organization. It is important to us that we are able to continue to deliver value through enhancements to products, solutions, and capabilities. Your renewal provides access to all the benefits you are familiar with,which you can review at https://go.esri.com/maintenance For questions related to the price change, please reach out to your assigned Esri Account Manager. Quotation is valid for 90 days from document date. Any estimated sales and/or use tax has been calculated as of the date of this quotation and is merely provided as a convenience for your organization's budgetary purposes. Esri reserves the right to adjust and collect sales and/or use tax at the actual date of invoicing. If your organization is tax exempt or pays state taxes directly,then prior to invoicing, your organization must provide Esri with a copy of a current tax exemption certificate issued by your state's taxing authority for the given jurisdiction. Esri may charge a fee to cover expenses related to any customer requirement to use a proprietary vendor management, procurement, or invoice program. To expedite your order, please reference your customer number and this quotation number on your purchase order. • 380 New York Street ® Redlands, CA 92373 Quotation esr� Phone: + 190936932653265 Page 2 Date: 11/20/2024 Quotation Number: 26251633 Contract Number: SMALL GOVT ELA US Item Qty Material# Unit Price Extended Price Item Subtotal 113,300.00 Estimated Tax 0.00 Total USD 113,300.00 DUNS/CEC: 06-313-4175 CAGE: OAMS3 • 380 New York Street ® Redlands, CA 92373 Quotation esr� Phone: + 190936932653265 Page 3 Date: 11/20/2024 Quotation No: 26251633 Customer No: 268948 Contract No: SMALL GOVT ELA US Item Qty Material# Unit Price Extended Price Renew online by using a credit card, purchase order, or by requesting an invoice at https://www.esri.com/en-us/quote-order/renew. If there are any changes required to your quotation please respond to this email and indicate any changes in your invoice authorization. If you choose to discontinue your support, you w ill become ineligible for support benefits and services. All maintenance fees from the date of discontinuation w ill be due and payable if you decide to reactivate your support coverage at a later date. The items on this quotation are subject to and governed by the terms of this quotation, the most current product specific scope of use document found at http://assets.esri.com/content/dam/esrisites/media/legal/product-specific-terms-of-use/e300.pdf , and your applicable signed agreement with Esri. If no such agreement covers any item quoted, then Esri's standard terms and conditions found at http://assets.esri.com/content/dam/esrisites/media/legal/ma-full/ma-full.pdf apply to your purchase of that item. Federal government entities and government prime contractors authorized under FAR 51 .1 may purchase under the terms of Esri's GSA Federal Supply Schedule. Supplemental terms and conditions found at http://www.esri.com/en-us/legal/terms/state-supplemental apply to some state and local government purchases. All terms of this quotation will be incorporated into and become part of any additional agreement regarding Esri's offerings. Acceptance of this quotation is limited to the terms of this quotation. Esri objects to and expressly rejects any different or additional terms contained in any purchase order, offer, or confirmation sent to or to be sent by buyer. Unless prohibited by law, the quotation information is confidential and may not be copied or released other than for the express purpose of system selection and purchase/license. The information may not be given to outside parties or used for any other purpose without consent from Esri. Delivery is FOB Origin. In order to expedite processing, please reference the quotation number and any/all applicable Esri contract number(s) (e.g. MPA, EA, GSA, BPA) on your ordering document. %VàshingtonCountyj Board of County Commissioners of Washington County,Maryland • Agenda Report Form Open Session Item SUBJECT: Intergovernmental Cooperative Purchase (INGT-24-0175)2025 Ford F-550 Regular Cab 4x4 205" WB Chasis Truck PRESENTATION DATE: January 14, 2025 PRESENTATION BY: Brandi J. Kentner, CPPO, Director, Purchasing; Daniel Hixon, Deputy Director,Public Works-Buildings, Grounds and Facilities RECOMMENDED MOTION: Move to authorize by Resolution, for the Department of Public Works-Buildings, Grounds and Facilities to purchase one (1) new 2025 Ford f-550 Regular Cab 4x4 205" WB Chasis Truck from Apple Ford, of Columbia, MD in the amount of$89,175.30 and to utilize another jurisdiction's contract (#0004504) that was awarded by Baltimore County to Apple Ford. REPORT-IN-BRIEF: The Department of Public Works-Buildings, Grounds and Facilities is requesting to purchase one(1)2025 Ford F-550 Regular Cab 4x4 205"WB Chasis Truck to replace a vehicle that exceeds the County's Vehicle and Equipment Types and Usage Guidelines; The existing stake body vehicle is a 1990 Chevrolet 3500 with 90,590 miles. The cost of repairs continues to go up for this vehicle due to parts becoming harder to find. This vehicle is out of service for long periods affecting the maintenance and upkeep of the Buildings, Grounds, and Facilities for Washington County. The County initiated the Vehicle and Equipment Types and Usage Guidelines in 2001. The County's replacement guidelines for vehicles less than 19,500 lbs. GVWR is recommended at a ten (10) year economic life cycle. The Code of Public Laws of Washington County, Maryland (the Public Local Laws) §1-106.3 provides that the Board of County Commissioners may procure goods and services through a contract entered into by another governmental entity,in accordance with the terms of the contract, regardless of whether the County was a party to the original contract. Baltimore County took the lead in soliciting the resulting agreement. If the Board of County Commissioners determines that participation by Washington County would result in cost benefits or administrative efficiencies, it could approve the purchase of this vehicle in accordance with the Public Local Laws referenced above by resolving that participation would result in cost benefits or in administrative efficiencies. The County will benefit from direct cost savings in the purchase of this vehicle because of the economies of scale this buying group leveraged.I am confident that any bid received as a result of an independent County solicitation would exceed the spending savings that the Baltimore County contract provides through this agreement. Additionally, the County will realize savings through administrative efficiencies as a result of not preparing, soliciting, and evaluating a bid. This savings/cost avoidance would,I believe, be significant. DISCUSSION: N/A FISCAL IMPACT: Funds are budgeted in the department's Capital Improvement Plan (CIP) account 600300-30-10500-VEH008 in the amount of$95,580. CONCURRENCES: N/A ALTERNATIVES: 1. Process a formal bid and the County could possibly incur a higher cost for the purchase, or 2. Do not award the purchase of truck. ATTACHMENTS: Apple Quote dated 12/18/24 AUDIO/VISUAL NEEDS: N/A RESOLUTION NO. RS-2025- (Intergovernmental Cooperative Purchase [INTG-24-0175]2025 Ford F-550 Regular Cab 4x4 205" WB Chasis Truck) RECITALS The Code of Public Local Laws of Washington County, Maryland (the "Public Local Laws"), § 1-106.3, provides that the Board of County Commissioners of Washington County, Maryland (the "Board"), "may procure goods and services through a contract entered into by another governmental entity in accordance with the terms of the contract, regardless of whether the county was a party to the original contract." Subsection (c) of § 1-106.3 provides that "A determination to allow or participate in an intergovernmental cooperative purchasing arrangement under subsection(b) of this section shall be by resolution and shall either indicate that the participation will provide cost benefits to the county or result in administrative efficiencies and savings or provide other justifications for the arrangement." The Department of Public Works - Buildings, Grounds, and Facilities is requesting to purchase eighteen one (1) 2025 Ford F-550 Regular Cab 4x4 205" WB Chasis Truck from Apple Ford of Columbia, Maryland, in the amount of$89,175.30, and to utilize another jurisdiction's contract (#0004504) that was awarded by Baltimore County to Apple Ford. Eliminating the County's bid process will result in administrative and cost savings for the County. The County will benefit with direct cost savings because of the economies of scale the aforementioned contract has leveraged. Additionally, the County will realize administrative efficiencies and savings as a result of not preparing, soliciting, and evaluating bids. NOW, THEREFORE, BE IT RESOLVED by the Board,pursuant to§ 1-106.3 of the Public Local Laws, that the Department of Public Works- Buildings, Grounds, and Facilities is hereby authorized to purchase one (1) 2025 Ford F-550 Regular Cab 4x4 205" WB Chasis Truck from Apple Ford of Columbia, Maryland, in the amount of $89,175.30, and to utilize another jurisdiction's contract (#0004504) that was awarded by Baltimore County to Apple Ford. Adopted and effective this _day of J 2025. Page 1 of 2 ATTEST: BOARD OF COUNTY COMMISSIONERS OF WASHINGTON COUNTY,MARYLAND BY: Dawn L. Marcus, County Clerk John F. Barr, President Approved as to form and legal sufficiency: Mail to: Office of the County Attorney 100 W. Washington Street, Suite 1101 Zachary J. Kieffer Hagerstown, MD 21740 County Attorney Page 2 of 2 F din oppie LINCO N Drive Us Fleet/Government Sales 8800 Stanford Blvd. Columbia, MD 21045 12-18-24 Washington County MD Quote for 2025 Ford F-550 Regular Cab 4x4 box truck riding the Baltimore County Contract#0004504. Vehicle 2025 Ford F-550 Regular Cab 4x4 205"WB Chassis $72,765.30 EQ 660A-XLTRIM Power Locks, Doors,Windows, Mirrors, Bluetooth 99T 6.7L V8 Diesel Engine 44G 10 Speed Auto Trans 41H Engine Block Heater X8L 4.88 Limited Slip 18B Platform Running Boards 43C 120V/400W Outlet 512 Spare Tire/Wheel/Jack 52B Trailer Brake Controller 67B 410 AMP Alt 67P Extra Heavy Duty Front Suspension 86M Dual Batteries 872 Rear View Camera Prep Kit 153 Front Tag Bracket DBQ Dejana Body Quote $19,860.00 BCCD Baltimore County Contract Discount ($1,950.00) GPC Ford Price Concession ($1,500.00) Color Oxford White Interior 40/20/40 Vinal Seats Delivery Days 180 Days ARO Net Price Per Unit: $89,175.30 Please contact me with any questions, changes, or to finalize your order. I look forward to hearing from you. You can reach me at 443-539-1223 or by e-mail at: Jskipper@AppleFord.com. Thank you, Justin Skipper Washington County J ry g ry Board of Coun Commissioners of Washington Coun ,Maryland Agenda Report Form Open Session Item SUBJECT: 2025 Senator Amoss Funding Distribution PRESENTATION DATE: January 14, 2025 PRESENTATION BY: Division of Emergency Services, Director R. David Hays RECOMMENDATION: Move to accept the recommendations of the Director of Emergency Services, authorizing the Division of Emergency Services to make notification of the grant award from the FY 2025 Senator William H. Amoss Fire, Rescue, and Ambulance Fund subsidy as outlined in the attached document. The total fiscal year 2025 funding received by the County is $337,358.00. REPORT-IN-BRIEF: The State of Maryland distributes an annual payment to each County for support of local fire and rescue operations. The County in turn makes notification of the funding to the eligible vol. fire and rescue corporations. Financial accountability and reporting are handled within the Division of Emergency Services and the Division of Budget and Finance, with the County filing a financial report with the State on an annual basis. DISCUSSION: The Senator William H. Amoss Fire, Rescue and Ambulance Fund is authorized within the Public Safety Article of the Annotated Code of Maryland. The Maryland Emergency Management Agency is responsible for the program. FISCAL IMPACT: Loss of funding would result in the reduction of capital equipment funding and expenditures that are available to the independent fire and EMS companies. CONCURRENCES: Director of Emergency Services, Chief Financial Officer ALTERNATIVES: N/A ATTACHMENTS: Fiscal Year 2025 Distribution Matrix Washington County, Maryland Allocation of 508 State Grant Funds Fiscal Year 2025 Fire Companies Vendor Total Distributions Amount Hagerstown Fire Department 1468 6 77,858.00 First Hose Company of Boonsboro 920 1 12,975.00 Clear Spring Volunteer Fire Company 396 1 12,975.00 Williamsport Volunteer Fire and EMS 2651 1 12,975.00 Community Volunteer Fire Company 699 1 12,975.00 Funkstown Volunteer Fire Company 1377 1 12,975.00 Volunteer Fire Company of Halfway 1498 1 12,975.00 Leitersburg Volunteer Fire Company 1688 1 12,975.00 Maugansville Goodwill Volunteer Fire Company 1813 1 12,975.00 Smithsburg Community Volunteer Fire Company 2310 1 12,975.00 Sharpsburg Volunteer Fire Company 2224 1 12,975.00 Potomac Valley Volunteer Fire Company 2068 1 12,975.00 Hancock Volunteer Fire Company 1510 1 12,975.00 Longmeadow Volunteer Fire Company 1698 1 12,975.00 Mt. Aetna Volunteer Fire Company 1908 1 12,975.00 Total Distribution- Fire 20 259,508.00 EMS Companies Vendor Total Distributions Amount Sharpsburg Area Emergency Medical Service 6013 1 12,975.00 Hancock Rescue Squad 1502 1 12,975.00 Boonsboro Area Emergency Medical Service 281 1 12,975.00 Clear Spring Volunteer Ambulance Club 393 1 12,975.00 Smithsburg Area Emergency Medical Service 2309 1 12,975.00 Community Rescue Service, Inc. 1035 1 12,975.00 Total Distribution- EMS 6 77,850.00 Grand Total 26 337,358.00 ilijllJlllttf//P M E .MARY ,A D.GO Maryland ()E AIP"FMF N"I 0P` EMIR' F"NAY ANA (MINT Ms Kimberly Edlund Washington County Department of Finance 100 West Washington St., Hagerstown, MD 21740 Re: FY 2025 Senator William H.Amoss Award Dear Ms. Edlund, Your jurisdiction is approved as a recipient of the above award for State Fiscal Year 2025. The annual distribution will be made on or about mid-November. Your FY 2025 allocation is itemized as follows: Municipal Share $1,93 County Share $335,422 Tota 1 $337,358 Minimum FY25 Distribution to VFRACS $335,422 Please mail all reports and attestation forms to the following address on or before December 31,2024: Maryland Department of Emergency Management, Office of Finance 7229 Parkway Drive,Suite 200 Hanover,MD 21076 Attention: E.Scott Gordon, Fiscal Services Chief Should you have any questions, please contact me. My email address is scott.gordonl@maryland.gov. My telephone number is 443-381-3877. Sincerely, �c��G�eu�SrL E. Scott Gordon, Fiscal Services Chief Maryland Department of Emergency Management,5401 Rue Saint Lo Drive, Reisterstown,MD 21136 (410)517-3600 I Fax: (410)517-3610 I Toll Free:1 (877) 636-2872 �PN�lll1 LL Y V ashington County Board of County Comnussioners of Washington County,Maryland Agenda Report Form Open Session Item SUBJECT: Third Amendment to Lease PRESENTATION DATE: January 14, 2025 PRESENTATION BY: Mark Bradshaw P. E.,Division Director of Environmental Management, Rosalinda Pascual, Deputy County Attorney RECOMMENDATION: Approve the Third Amendment to Lease. REPORT-IN-BRIEF: Valicor wishes to amend the existing lease agreement and seek approval to perform improvements on a portion of the leased premises. DISCUSSION: Valicor currently leases the Conococheague Industrial Pretreatment Facility ("CIPF") and through a non-exclusive easement, the associated rail siding from the County. Due to regulatory requirements, Valicor will have to make substantial capital improvements to the rail siding to continue utilizing it as part of their operation. They seek approval to perform such improvements as required by the lease. Their goal, as a result of funding these necessary improvements, is to have a greater interest in the rail siding area that they are investing in. Per the lease, Valicor can purchase the CIPF property after the twenty-first (21ST) anniversary of the Commencement Date and before the twenty-second (22"a) anniversary of the Commencement date. Before Valicor commits to making the capital improvement at the rail siding, they wish to clarify that the rail siding property will be included as a permanent exclusive easement if they exercise the option to purchase the CIPF property. The Third Amendment to Lease clarify that the rail siding will be included if Valicor exercise the option to purchase the property, with the only substantial exception to permanent exclusive nature of the rail siding area easement being if the CIPF property ceases to operate as a pretreatment facility, FISCAL IMPACT: NA CONCURRENCES: County Attorney's office ALTERNATIVES: NA ATTACHMENTS: Third Amendment to Lease (Final Draft) AUDIOVISUAL NEEDS: NA Finial Dr aft THIRD AMENDMENT TO LEASE THIS THIRD AMENDMENT TO LEASE(this"Third Amendment"),dated this day of September, 2024 (the "Effective Date"), is executed by and among THE BOARD OF COUNTY COMMISSIONERS OF WASHINGTON COUNTY, MARYLAND ("Landlord"),a body corporate and politic and a subdivision of the State of Maryland,and Valicor Environmental Services, LLC, an Ohio limited liability company ("Tenant"). Capitalized terms used but not otherwise defined herein shall have the meanings given to them in the Lease (as defined below). RECITALS A, Tenant is currently the lessee of the Premises and Personalty commonly known collectively as the Conococheague Industrial Pretreatment Facility which is located at 16234 Elliott Parkway,Williamsport,Washington County,Maryland,pursuant to the terms of that certain Lease entered into as of January 1, 2006 (the "Original Lease") between Landlord and Spirit Services, Incorporated of Washington County, a Maryland corporation("Spirit"), as amended by First Amendment to Lease dated October 1, 2014, Second Amendment to Lease dated November 14, 2018, and as assigned from Spirit to Tenant pursuant to an Assignment and Assumption of Lease entered into as of November 16,2018 (collectively,the"Lease"). It is noted that the location of the Pretreatment Facility is mistakenly listed in the Lease as 16232 Elliot Parkway,but correctly addressed in Plat No. 8606 maintained by the Clerk of the Circuit Court for Washington County, Maryland. B. Due to a change in applicable laws,in order to continue environmentally compliant operations on the Premises and satisfy certain special conditions imposed by the Maryland Department of the Environment, Tenant desires to construct certain improvements to the Demised, Property within the area generally depicted as the "Rail Siding Area" on the plat attached hereto as Exhibit B-1 (the "Rail Siding Area"), including, but not limited to, construction of a roof, addition of spill containment measures, and installation of track pans (collectively, the "Improvements"). C, Pursuant to Section 16.1 of the Lease, Landlord granted to Tenant the option to purchase the Demised Property at any time after the twenty-first (21St) anniversary of the Commencement Date and before the twenty-second anniversary of the Commencement Date, D. The parties desire to amend the Lease to (i) confirm that the Rail Siding Area is a part of the Demised Property, and (ii)modify the Purchase Option to state that Tenant's purchase of the Demised Property will include an appurtenant, perpetual, exclusive easement to access and utilize the Rail Siding Area upon the terms and conditions of that certain Easement Agreement described in this Third Amendment and to be granted by Landlord to Tenant upon Tenant's exercise of the Purchase Option in accordance with the Lease. NOW THEREFORE, in consideration of the premises and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged,the parties covenant and agree as follows: 1 133047329v8 1. Incorporation of Recitals. The parties hereto acknowledge and agree that the recitals hereinabove set forth are true and correct in all respects and that the same are incorporated herein and made a part hereof. 2. Demised Property. Landlord and Tenant hereby agree and confirm that the Demised Property as described in the Lease,includes the non-exclusive right of Tenant to access the entirety of the Rail Siding Area. (a) The definition of"Premises" set forth in Section 1 of the Original Lease is hereby amended and restated as follows: "`Premises' means all of that real property located at the Conococheague Industrial Wastewater Pretreatment Facility, Washington County, Maryland and more particularly identified as Lot 1 Conococheague Industrial Wastewater Pretreatment Facility on that certain plat entitled Preliminary/Final Plat ofSubdivision, Conococheague Industrial Wastewater Pretreatment Facility and recorded among the plat records maintained by the Clerk of the Circuit Court for Washington County, Maryland, at plat folio 8606 et seq., attached hereto as Exhibit B and made a part hereof (the "Plat"), together with: (a) a non-exclusive easement over and across that road adjacent to and south of the described real property and depicted and labeled on the Plat as "Perpetual Access Easement" for the purpose of access, ingress, and egress to and from the described real property and the public road known as Elliott Parkway; (b) a non-exclusive easement for the use of the Perpetual Rail Siding Pipeline Easement depicted on Sheet 3 of the Plat including (i) the non-exclusive right to the use of the rail siding as depicted on the Plat,.including the entirety of the Rail Siding Area; (ii) the exclusive right to the use of the three (3) four-inch (4") rail siding pipelines located within the Perpetual Rail Siding Pipeline Easement; and (iii) the exclusive right to the use of the Valve douse as depicted on the Plat; and (c) all of the other easements and rights-of-way depicted on the Plat." (b) Exhibit A to the Original Lease is hereby replaced with Exhibit A-1 attached to this Third Amendment. (c) New definitions are hereby inserted into Section 1 of the Original Lease as follows: "`Perpetual Rail Siding Pipeline Easement'means the`Perpetual Easement within the County Right-of-Way for Effluent Line from the Railroad Siding' depicted on Sheet 3 of the Plat." "`Rail Siding Area' means the area generally depicted as the 'Rail Siding Area' on Exhibit B-1 attached hereto." (d) A new Exhibit B-1 is hereby attached to the Original Lease as shown on Exhibit B-1 to this Third Amendment. 2 133047329v8 3. Option Premises. Landlord and Tenant agree that the Original Lease is hereby amended to confirm that upon Tenant exercising its Purchase Option pursuant to Section 16 of the Lease, Landlord will execute, deliver and grant to Tenant an appurtenant, perpetual, and exclusive easement to the Rail Siding Area substantially in the form attached hereto as Exhibit D (the"Easement Agreement"). (a) A new definition is added to Section 1 of the Original Lease as follows: '"Option Premises' means all of that real property located at the Conococheague Industrial Wastewater Pretreatment Facility, Washington County, Maryland and more particularly identified as Lot 1 Conococheague Industrial Wastewater Pretreatment Facility on the Plat, together with: (a) a non-exclusive easement over and across that road adjacent to and south of the described real property and depicted and labeled on the Plat as "Perpetual Access Easement" for the purpose of access, ingress, and egress to and front the described real property and the public road known as Elliott Parkway; (b) a non-exclusive easement for the use of the Perpetual Rail Siding Pipeline Easement depicted on Sheet 3 of the Plat including(i)the non-exclusive right to the use of the rail siding as depicted on the Plat; (ii) the exclusive right to the use of the three (3) four-inch(4")rail siding pipelines located within the Perpetual Rail Siding Pipeline Easement; and (iii) the exclusive right to the use of the Valve House as depicted on the Plat; (c) an exclusive easement for access to and use of the Rail Siding Area as set forth in the Easement Agreement; and (d) all of the other easements and rights-of-way depicted on the Plat." (b) All references to "Premises" in Section 16 of the Original Lease are hereby replaced with "Option Premises" and all references to "Demised Property" in Section 16 of the Original Lease shall mean and include the Option Premises and Personalty. (c) Form of Deed. (i) Section 16.5 of the Original Lease is hereby amended and restated as follows: "16.5. Closing. At closing, Landlord will convey the Option Premises to Tenant by special warranty deed substantially in the form attached hereto as Exhibit 16.5.1, subject only to the Permitted Exceptions. Tenant will pay the cost of the survey and title insurance policy; any recordation tax, transfer tax, recording fees, or other governmental or official charges shall be shared equally by the parties. At closing, Landlord will deliver the special warranty deed for the Option Premises, Easement Agreement, and a Bill of Sale for the Personalty in substantially the same form as attached as Exhibit 16.5.2, Tenant will pay the purchase price to Landlord, and Tenant will assume all obligations for real estate taxes and assessments applicable to the Option Premises without adjustment or proration. Upon closing, Tenant's obligation to pay rent shall terminate, and this Lease shall be of no further force or effect." 3 I33Q47329v8 (d) Exhibit 16.5.1 to the Original Lease is hereby replaced with Exhibit C attached to this Third Amendment. (e) New Sections 16.7 and 16.8 are added to the Original Lease as follows: "16.7. Diligence. Tenant may obtain, at Tenant's sole cost and expense, at any time during the Tenn, any reviews, investigations, evaluations, examinations and inspections of or with respect to the Option Premises, including,but not limited to, a survey and title examination(the "Diligence Activities"). Landlord agrees to cooperate in good faith with Tenant's performance of any Diligence Activities. 16.8.FurtherAssurances. Upon Tenant's exercise of the Purchase Option by written notice in accordance with Section 16.1, Landlord agrees to take all actions and execute and deliver all documents reasonably necessary to effect and complete transfer of marketable fee simple title to the Option Premises at closing, including, but not limited to, any such documents (i) reasonably necessary to make Tenant a party to any easements or rights-of-way depicted on the Plat, including,but not limited to, the Perpetual Rail Siding Pipeline Easement; (ii) reasonably necessary to grant to Tenant appurtenant, perpetual, exclusive easement rights to the Rail Siding Area, including, but not limited to, executing and delivering the Easement Agreement substantially in the form attached hereto as Exhibit C;, (iii) that are customarily provided by sellers of real property in the county and state in which the Option Premises is located; and (iv) that are commercially reasonable and required by any title company issuing a policy to Tenant or its lender in conjunction with the purchase of the Option Premises to insure the fee simple and easement interests to be conveyed by Landlord pursuant to the Purchase Option," (f) A new Exhibit C is hereby attached to the Original Lease as shown on Exhibit D to this Third Amendment. 4. Consent to Improvements. Landlord hereby consents to and approves of Tenant's performance and construction of the Improvements subject to the terms of Section 7.2 and Section 7_3 of the Lease. 5. Continuing Agreements; Novation, Except as expressly modified hereby, the parties hereto ratify and confirm each and every provision of the Lease as if the same were set forth herein. In the event that any of the terms and conditions in the Lease conflict in any way with the terms and provisions hereof, the terms and provisions hereof shall prevail. The parties hereto covenant and agree that the execution of this Third Amendment is not intended to and shall not cause or result in a novation with regard to the Lease. 6. Captions. The captions herein set forth are for convenience only and shall not be deemed to define, limit, or describe the scope or intent of this Third Amendment. 4 133047329v8 7. Governing Law. The provisions of this Third Amendment shall be construed, interpreted, and enforced in accordance with the laws of the State of Maryland as the same may be in effect from time to time. S. Successors and Assigns. This Third Amendment shall be binding upon and shall insure to the benefit of the parties hereto and their heirs,personal representatives, successors, and assigns. 9. Counterparts. This Third Amendment may be executed in any number of counterparts, and each such counterpart shall be deemed to be an original. It shall not be necessary that the signature of, or on behalf of, each party, or that the signatures of the persons required to bind any party, appear on more than one counterpart. [SIGNATURES ON FOLLOWING PAGE] 5 I33Q47329v8 IN WITNESS WHEREOF, the parties hereto have executed this Third Amendment under seal as of the Effective Date. ATTEST: LANDLORD: BOARD OF COUNTY COMMISSIONERS OF WASHINGTON COUNTY,MARYLAND BY: (SEAL) Name: Title: ATTEST: TENANT: VALICOR ENVIRONMENTAL SERVICES, LLC BY: (SEAL) Name: Title: Approved as to legal sufficiency: Name: Title: Deputy County Attorney 6 133047329v8 Exhibit A-1 Demised Property All of that real property located at the Conococheague Industrial Wastewater Pretreatment Facility, Washington County, Maryland and more particularly identified as Lot 1 Conococheague Industrial Wastewater Pretreatment Facility on the Plat (as defined in the Lease), together with: (a) a non-exclusive easement over and across that road adjacent to and south of the described real property and depicted and labeled on the Plat as "Perpetual Access Easement" for the purpose of access, ingress, and egress to and from the described real property and the public road known as Elliott Parkway; (b) a non-exclusive easement for the use of the Perpetual Rail Siding Pipeline Easement(as defined in the Lease)including (i) the non-exclusive right to the use of the rail siding as depicted on the Plat, including the entirety of the Rail Siding Area (as defined in the Lease); (ii) the exclusive right to the use of the three (3) four-inch (4") rail siding pipelines located within the Perpetual Rail Siding Pipeline Easement; and(iii)the exclusive right to the use of the Valve House as depicted on the Plat; and (c) all of the other casements and rights-of-way depicted on the Plat. TOGETHER WITH the buildings and improvements thereupon; and the rights, alleys, ways, waters, privileges, appurtenances and advantages to the same belonging or appertaining. AND WITH the Personalty identified on Exhibit 16.5.2. A-1 ]33047329v8 Exhibit B-1 Rail Siding Area ` = ' '`pr's/a+}�1�AN ►�',��,* ,900,4WR}2AND 2019 LW \ MAP 48, PARCEL 812, L , IOC? 6116, F0410 58 ♦ PLAT NO. 4840 'k 1- \ BOARD OF COUNTY COM1MISS ONERS OF ~' WASHINGTON COUNTY,MARYLAND LIB R ISO FOLIO 792,PARGEL 2 PROPOSEDEASONENTAREA PLAT NO 1fl0•l0.283 fXMING PERPETUAL 13,524 50.rr- RAIL 5101AV 0.31047 ACRES ALAI I70. 8608 L - _ - ]L3 r 13OARD OF COUNTY coM?A18SIONEP.S OF BOUNDARY LIME 41ASHSNO1ON COUNTY,MANYLAND LIBER HJ S,FOLIO 792,PARCEL 2 / PLAT NO.I00.10.223 SURVEYOR'S CZR11FJCATFON I, HERWY CERTIFY THAT THIS PLAN WAS PREPARED 13Y ACCEPTADLE LAND SURVEYING PRACTICES AND THAT THIS PLAN WAS PERSONALLY PREPARED SY WE, OR THAT I WAS IN RESPONSIBLE CR ROE OVER ITS PREPARATION AND THE SURVEY WQRX REF ECTED HEREON, ALL IN COSPLIIICE WITH THE yEu�rn hRTJ4 RtOUIR1=+AENTs SET FORIH IN C064VT 09.13,05.12 IN EFFECT AT THE TIMEuCh B I UNC/C1JT5g JIAEIUs ARC FAAN7/(?DOPFF 07I1 THAT THIS SURVEY WAS PERFOR1,IEO, O# 44036' 41030' N 7I'E ,I .07 W 937.43' C L2 H N'4A''4QOff'K 66,03' idlZA �i74ND—SIJI E o (ISATE W H 607'41.42' F 10,44' MD RED H0. 21737 (EXPIRATICNJREIIEWAL DAM DEC. 23, 2025) 1.4 N 27219*.5 W 110-26' FOR THE WASHIHOTOIJ COUNTY UMSIDN OF E11SINEERIIID Washington County, Maryland /0N' Division of En {ineering PROPOSED EASEMENT AREA EXHIBIT Drawn S A.M.S.Checked: 0.8.13.scale: 1"=5D' 4Vashfngton County fsrTmiRl9tsalivaAnnexl3uildhfl y' 747 NDrlharnAvanuo,HDgcrstm%r,h1O21742 Tax Map)Parcel: NIA Date: JULY 2024 lf11;}1 Phono;240.313-2400 FD.x;240-3!3.2401 •_, Jcb Daecr�flon Deed Liber/Folio:15061782 Project 4: 24-0013 B-1 133047329v8 Exhibit C Updated Exhibit 16.5.1 See attached EXHIBIT 16.5.1 Form Deed ELECUONDISTRICTNO. THIS DEED is made this day of by the BOARD OF COUNTY COMMISSIONERS OF WASHINGTON COUNTY, MARYLAND, a body corporate and politic of the State of Maryland(hereinafter sometimes referred as "Grantor") and VALICOR ENVIRONMENTAL SERVICES, LLC, an Ohio limited liability company (hereinafter sometimes referred to as "Grantee"). Chapter 86 of the Acts of the General Assembly of 1995 amended The Code of Public Local Laws of Washington County (the "Public Local Laws") in Titles 1 and 6, authorized Washington County to abolish the Washington County Sanitary District(the "District") and the Washington County Sanitary Commission (the "Commission") by resolution,created a Division of Public Works in the Washington County governmental scheme, and further authorized Washington County to assume all of the powers, authority,responsibilities, and liabilities of the former District and Commission; and In accordance with Titles 1 and 6 of the Public Local Laws, Washington County passed a resolution on May 23, 1995, effective October 1, 1995,abolishing the Conran fission and transferred as of the effective date the functions of the Commission to the Division of Public Works within the Washington County governmental scheme;and By amended resolution dated June 20, 1995, effective July 1, 1995, the Board of County Commissioners of Washington County amended its previous resolution abolishing the Commission and the District and provided that Washington County assumed all of the powers, authority, responsibilities and liability of the Commission and District, effective July 1, 1995; and Washington County, by said amended resolution, automatically succeeded to and exercised all powers previously exercised by the Commission and District. Both the original resolution and the amended resolution were recorded among the Acts, Ordinances and Resolutions of Washington County in the records of the Clerk of the Circuit Court for Washington County, Maryland. WITNESSETI-1: That for and in consideration of the surn of Ten Dollars($ 10.00),the receipt and sufficiency of which are hereby acknowledged, the said Grantor does hereby grant and convey unto Grantee,its successors and assigns,in fee simple,all of that real property located at the Conococheague Industrial Wastewater Pretreatment Facility, Washington County, Maryland and more particularly identified as Lot 1 Conococheague Industrial Wastewater Pretreatment Facility on a plat entitled Prelin ina,y/Final Plat oJ'Subdivision, Conococheague Industrial 1f'asteivater Pi etreatment Facility and recorded among the Plat records maintained by the Clerk of the Circuit Court for Washington County, Maryland, at Plat folio 8606 et seq. (the"Plat"),together with: (a) a non-exclusive easement over and across that road adjacent to and south of the described real property and depicted and labeled on the Plat as"Perpetual Access Easement"for the purpose of access,ingress,and egress to and from the described real property and the public road known as Elliott Parkway; (b)a non-exclusive easement for the use of the Perpetual Easement within the County Right-of-Way for Effluent Line from the Railroad Siding depicted on Sheet 3 of the Plat ( the "Perpetual Rail Siding Pipeline Easement"), including(i)the non-exclusive right to the use of the rail siding as depicted on the Plat;(ii)the exclusive right to the use of the three (3) four-inch (4") rail siding pipelines located within the Perpetual Rail Siding Pipeline Easement; and(iii)the exclusive right to the use of the Valve House as depicted on the Plat; (c) an exclusive easement for access to and use of the"Easement Area" described in that certain Easement Agreement dated _,2027 and recorded at Liber ,folio among the Land Records of Washington County, Maryland; and (d) all of the other easements and rights-of-way depicted on the Plat. TOGETHER WITH the buildings and improvements thereupon; and the rights, alleys, ways, waters, privileges, appurtenances and advantages to the same belonging or appertaining. TO HAVE AND TO HOLD unto the Board of County Commissioners of Washington County,Maryland, a body politic and corporate of the State of Maryland,its successors and assigns, in fee simple, forever. Being part of that real property conveyed unto the Washington County Sanitary District by deed dated November 3, 1988, and recorded among the Land Records of Washington County, Maryland at Liber 895, folio 253. And Grantor does hereby covenant that it will warrant specially the property hereby conveyed and that it will execute such other and further assurances as may be requisite. [Srgnattire Page Follows] IN WITNESS WHEREOF, the Grantor has caused this Deed to be executed and delivered by its duly authorized officer and its seal to be affixed hereto and duly attested by its Secretary. ATTEST: BOARD OF COUNTY COMMISSIONERS OF WASHINGTON COUNTY,MARYLAND BY:_________-_-----------__-_______________(SEAL) Printed Name and Title STATE OF MARYLAND, WASHINGTON COUNTY, to-wit: I HEREBY CERTIFY, that on this day of before me, a Notary Public in and for the State and County aforesaid, personally appeared who acknowledged himself/herself to be the President of the BOARD OF COUNTY COMMISSIONERS OF WASHINGTON COUNTY, MARYLAND (the "Grantor") and that lie/she, as such officer, being authorized to do so, executed the foregoing instrument for the purposes therein contained by signed the name of the Grantor by himself/herself as such officer and certifying that this conveyance is not a transaction in which there is a sale,lease, exchange or other transfer of all or substantially all of the property and assets of the Corporation, and he/she made further oath that the consideration set forth therein is true and correct. WITNESS my hand and Official Notarial Seal. Notary Public My Commission expires: I certify that the within instrument was prepared by or under the supervision of the -undersigned, an attorney duly admitted to practice before the Court of Appeals of Maryland. Approved as to form and legal sufficiency: County Attorney Accepted and approved for recording This day of Clerk Board of County Commissioners of Washington County,Maryland Accepted and approved for recording This day of ,Real Property Administrator Mail to: ,Real Property Administrator Division of Public Works 100 W. Washington Street Room 238 Hagerstown,MD 21740 Exhibit D Form of Easement Agreement See attached. EASEMENT AGREEMENT This EASEMENT AGREEMENT(this"Agreement"),dated as of the day of ,2027 (the "Effective Date"), is entered into by and between THE BOARD OF COUNTY COMMISSIONERS OF WASHINGTON COUNTY, MARYLAND ("Grantor") and Valicor Environmental Services, LLC, an Ohio limited liability company ("Grantee"). Grantor and Grantee are individually referred to as a"Party" and collectively as the "Parties". WITNESSETH: WHEREAS, Grantor is the owner of certain land located in Williamsport, Washington County, Maryland, as more particularly described on Exhibit A attached hereto ("Easement Area"); WHEREAS, Grantee is the owner and operator of the Conococheague Industrial Pretreatment Facility, which is located at 16234 Elliott Parkway, Williamsport, Washington County, Maryland, as more particularly described on Exhibit B attached hereto (the "CIPF Facility"); WHEREAS,Grantee purchased fee simple title to the CIPF Facility from Grantor pursuant to that certain Deed dated _, 2027 and recorded at Liber , folio , among the Land Records of Washington County, Maryland; WHEREAS, as part of Grantee's wastewater treatment operations at the CIPF facility, Grantee requires access to the Easement Area in order to access and utilize the rail siding adjacent to the Easement Area and in connection with such operations, Grantee has or will construct certain Facilities (as defined below) on the Easement Area; WHEREAS, Grantor is willing to grant to Grantee certain easements over the Easement Area on the terms and conditions as more particularly described in this Agreement; NOW, THEREFORE, for good and valuable consideration paid by Grantee to Grantor and the mutual covenants, terms, and conditions set forth herein, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows: 1. Grant. Upon the terms and conditions set forth herein, Grantor hereby grants, sells, and conveys to Grantee, its successors and assigns, the easement rights set forth below in this Section 1, together with right of access, ingress and egress, in, under,upon, about, over, and through the entirety of the Easement Area, for the benefit of Grantee and its successors and assigns (such rights, collectively, as the same may be subsequently amended, restated or otherwise modified pursuant to their terms, the "Easements"): (a) Facility Easement. An exclusive perpetual easement over and across the entirety of the Easement Area for the purpose of(i) constructing(to the extent not already constructed), reconstructing, erecting,installing, improving,rebuilding,upgrading, enlarging,replacing, relocating, and removing from time to time, and maintaining, repairing, using, inspecting, and operating any assets, improvements, and facilities located on the Easement Area, including, without limitation, a valve house, spill containment measures, track pans, and one or more above-ground and/or underground pipelines, including, without limitation, anchors and related infrastructure, together with fiber optic or telephone lines, electric transmission lines, and related infrastructure (collectively,the"Facilities"); (ii) exercising the rights granted in this Agreement; and (iii)keeping the Easement Area clear of all brush, trees, timber, structures, and other hazards which might endanger the Facilities or impede Grantee's activities (the "Facility Easement"), to have and to hold the Facility Easement to Grantee, and Grantee's successors and assigns. (b) Chan es to Facilities. Grantee may,from time to time,change the size and location of the Facilities within the Easement Area, and may excavate or change the grade of the Easement Area as is reasonable, necessary, and proper for any and all purposes described in this Agreement; provided, however, that the Grantee will, upon completion of their work, backfill and restore any excavated areas to reasonably the same condition as existed prior to such excavation. 2. General Provisions. Grantor, for itself, its heirs, legal representatives, successors, and assigns, hereby covenants and agrees with Grantee that(a) no act will be permitted within the Easement Area which is inconsistent with the Easements hereby granted; (b) no buildings or structures, or replacement thereof or additions thereto, or other obstructions will be erected or constructed above or below grade within the Easement Area, (c) the Easements shall not be modified nor the Easement Area relocated by Grantor without Grantee's prior written consent;and (d) Grantee shall have the right to temporarily install, maintain and use machinery on lands of Grantor adjacent to the Easement Area when required by law or government regulations to conduct scientific or other studies, including but not limited to environmental and archaeological studies, in each case on or below the surface of the Easement Area. 3. Reservation of Rights. All right, title, and interest in and to the Easement Area under this Agreement,which may be used and enj oyed without interfering with the rights conveyed by this Agreement are reserved to Grantor; provided, however,that Grantor shall not: (a) enact or maintain any buildings which may cause damage to or interfere with the Facilities to be placed within the Easement Area; (b)develop,landscape,or beautify the Easement Area in any way which would unreasonably or materially increase the costs to Grantee of installing the Facilities or restoring the Easement Area after such installation; (c)interfere with,and shall not allow any other party to interfere with, Grantee's use of the Easement Area for the purposes described in this Agreement, or Grantee's rights under this Agreement; or (d) grant any other easement, leasehold, or other property rights within the Easement Area to any other individual or entity. 4. Cooperation. Grantor shall assist and filly cooperate with Grantee (including signing in Grantor's name, if necessary), at no expense to Grantor, in applying for, complying with, or obtaining any land use permits and approvals, building permits, environmental reviews, or any other permits, licenses, approvals, or consents required or desired by Grantee for the financing, construction, installation, replacement, relocation, maintenance, repair, operation, or removal of the Facilities and any other improvements made by Grantee and permitted in this Agreement. Grantor shall take no actions that would cause the Facilities to fail to comply with any applicable laws, rules, regulations,permits, approvals, or consents of any governmental authority having jurisdiction over the Easement Area. 5. Transferability. The Parties to this Agreement hereby acknowledge and agree that except as specifically stated herein, the Easements and other rights conferred by this Agreement are hereby declared to be perpetual and are intended to, and do, constitute covenants that run with the land, appurtenant to the CIPF Facility and shall inure to the benefit of and be binding upon the Parties and their respective grantees, heirs, successors, and assigns. Grantee, together with its successors and assigns, are hereby expressly given and granted the right to transfer or assign this Easement,or any part thereof,or interest therein,and the same shall be divisible between or among two or more owners, as to any right or rights created hereunder, so that each assignee or owner shall have the full right,privilege, and authority herein granted,to be owned and enjoyed either in common or severally. Any successor or assignee of Grantee shall assume all of Grantee's obligations herein and Grantee will be deemed released from any liability under this Agreement upon such assumption. Further, upon commercially reasonable notice to Grantor, Grantee shall have the right, but without Grantor's prior consent or approval, at any time and from time to time, to mortgage, collaterally assign, or otherwise encumber and grant security interests in all or any part of its interest in this Agreement, the Easement Area, or the Facilities (holders of these various security interests are referred to as "Mortgagees") provided, in no event will such assignment, encumbrance or grant encumber Grantor's underlying fee interest in the Easement Area. No liability for the performance of Grantee's obligations under this Agreement shall attach to or be imposed upon any Mortgagee, unless such Mortgagee forecloses its interest and becomes the grantee under this Agreement, following which the liability shall attach only during the term such Mortgagee directly holds the interest of the grantee under this Agreement. 6. Damages to the Easement Area. The consideration paid by Grantee to Grantor contemporaneously with the execution and delivery of this Agreement shall cover the rights and privileges conveyed to Grantee herein and shall be deemed full payment for any and all usual and customary damages incident to the initial laying and construction of the Facilities other than damages to the personal property of Grantor. 7. Default and Remedies, In the event of a default under this Agreement by either Party,the non-defaulting Party may send written notice of such default to the defaulting Party, and unless such default is cured within forty-five (45) days of the date of such written notice,the non- defaulting Party shall be entitled to seek all remedies (other than termination of this Agreement) available at law or in equity for the defaulting Party's failure to comply with the provisions of this Agreement, including,without limitation, injunctive relief. In addition, if such default is not cured within such 45-day period,then,the non-defaulting Party shall have the right to cure such default, in which case all costs reasonably incurred by the non-defaulting Party in effecting such cure shall be paid by the defaulting Party within thirty (30) days after demand therefor. If a cure is not reasonably possible within such 45-day period, the defaulting Party shall not be in default if it undertakes to commence a cure within such 45-day period and thereafter prosecutes the cure to completion with reasonable diligence. Subject to the limitations set forth in the last sentence of this Section 7, should a default remain uncured beyond the applicable cure periods the non- defaulting Party shall have and shall be entitled to exercise any remedy available at law or equity, including, without limitation, a suit for specific performance of any obligations set forth in this Agreement or any appropriate injunctive or other equitable relief, or for damages resulting from such default (including, without limitation, the cost of obtaining alternative easements and removing and reinstalling the Facilities).Notwithstanding the foregoing or anything to the contrary contained in this Agreement, or any rights at law or in equity, in no event shall any default of this Agreement terminate, or entitle any Party to terminate, this Agreement or any Easement or right granted hereunder, except if the CIPF Facility ceases to operate as a pretreatment facility. For the purposes of this agreement,the CIPF Facility ceases to operate as a pretreatment facility if the Grantee no longer holds any discharge permits granted by the Publicly Owned Treatment Works(POTW)for that location and is unable to cure this default within one hundred eighty (180) days of notice of said default. If Grantee is unable to cure said default, Grantor may terminate this agreement by written notice to Grantee. 8. Indenmification. Grantee shall indemnify, defend and hold harmless Grantor and its affiliates and each of their respective managers, directors, officers, employees, successors, assigns, representatives, Mortgagees, and agents (together with the Grantor, collectively, the "Indemnity Group") from and against all third party claims, damages or losses (collectively, "Losses") suffered or incurred by any member of the Indemnity Group by reason of, resulting from,whether directly, or indirectly,or arising out of(a)the breach of this Agreement by Grantee, (b) the use of or access to the Easement Area by the Grantee or its employees, contractors, subcontractors, consultants or agents, or (c) the gross negligence or willful misconduct of the Grantee or its employees, contractors, subcontractors,consultants or agents,in each case except to the extent such Losses are the result of the gross negligence or willful misconduct of any member of the Indemnity Group. 9. Attorneys' Fees. In the event of any dispute between the Parties regarding the enforcement or effect of this Agreement, the non-prevailing Party in any such dispute shall pay the prevailing Party's reasonable attorneys' fees and costs incurred. In the event that neither Party wholly prevails, the court or arbitrator may apportion the costs or fees as it deems appropriate. 10. Subordination and/or Consent. Grantor shall obtain a consent, subordination and/or non-disturbance agreement, in a form reasonably acceptable to Grantee, from any and all lienholders holding a lien against the Easement Area prior to the date of recording of this Agreement. 11. Notice, Unless specifically stated otherwise in this Agreement,all notices,waivers, and demands required or permitted hereunder shall be in writing and delivered to the addresses set forth below, by one of the following methods: (a) hand delivery, whereby delivery is deemed to have occurred at the time of delivery; (b) a nationally recognized overnight courier company, whereby delivery is deemed to have occurred upon receipt or refusal of delivery; (c) registered United States mail, signature required and postage-prepaid, whereby delivery is deemed to have occurred upon receipt or refusal of delivery; or (d) email transmission provided that the transmission is verifiable, and provided that a copy of such notice is concurrently sent by one of the methods set forth in (a)-(c) above (unless a Party confirms in writing that such copy is not necessary). Any Party may change its address for purposes of this Section by giving written notice as provided in this Section, All notices and demands delivered by a Party's attorney or agent on a Party's behalf shall be deemed to have been delivered by said Party.Notices shall be valid only if served in the manner provided in this Section. To Grantor: Name: THE BOARD OF COUNTY COMMISSIONERS OF WASHINGTON COUNTY, MARYLAND County Administrator Address: 100 W. Washington Street Hagerstown, MD 21740 Telephone: (240) 313-2200 Email: countyadmin@washeo-md.net With a copy mailed to: Name: County Attorney Address: 100 W. Washington Street, Ste 1101 Hagerstown, MD 21740 To Grantee: Name: Valicor Environmental Services, LLC Address: 1045 Reed Rd Monroe, OH 45050 Attn: John Druga Telephone: (412) 480-5404 Email: jdruga(a7valicor.com 12. Authority. Grantor and Grantee each represent and warrant to the other that they have the authority to execute this Agreement and each individual signing on behalf of a Party states that he or she is the duly authorized representative of the signing Party and that his or her signature on this Agreement has been duly authorized by,and creates the binding and enforceable obligation of, the Party on whose behalf the representative is signing. 13. Title. Grantor hereby represents, warrants and covenants that Grantor is the sole owner of the Easement Area, has good and indefeasible title to the Easement Area, and has the unrestricted right and authority to execute this Agreement and to grant Grantee the rights granted in this Agreement. Except as may be disclosed in the real property records of the county in which the Easement Area is located, or as disclosed by Grantor to Grantee in writing on or prior to the date hereof, Grantor warrants and represents to Grantee that there are no recorded or unrecorded liens, encumbrances, leases, mortgages, deeds of trust, or other exceptions against the Easement Area that could interfere with Grantee's operations on the Easement Area, including mechanic's or materialmen's liens. If any of the foregoing arise that are not caused by Grantee, including mechanic's liens that may, in Grantee's reasonable determination, interfere with the development and operation of the Facilities, then Grantor shall fully cooperate and assist Grantee, in removing or limiting such interference, including obtaining a subordination and non-disturbance agreement where Grantee deems it necessary, with terms and conditions reasonably requested by Grantee to protect its rights hereunder,from each party that holds such rights (recorded or unrecorded). In the case of monetary liens such as mechanic's liens, Grantor agrees to bond over any such liens in an amount that may be reasonably requested by Grantee. 14. Entire Agreement, This Agreement constitutes the entire agreement between the Parties hereto relating to the subject matter hereof, and no covenants or agreements not herein expressed shall be valid unless they are in writing and signed by Grantor and Grantee. 15. Amendments. This Agreement may not be modified, amended, or terminated except in a writing signed by each Party hereto, duly acknowledged, and in form sufficient for recording in the real property records. 16, Governing Law, THIS AGREEMENT SHALL BE GOVERNED AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE WHERE THE EASEMENT AREA IS LOCATED. EACH PARTY HERETO AGREES THAT ALL ACTIONS OR PROCEEDINGS ARISING IN CONNECTION WITH THIS AGREEMENT AND THE TRANSACTIONS CONTEMPLATED HEREBY SHALL BE TRIED AND LITIGATED IN STATE OR FEDERAL COURT LOCATED IN THE COUNTY WHERE THE EASEMENT AREA IS LOCATED, UNLESS SUCH ACTIONS OR PROCEEDINGS ARE REQUIRED TO BE BROUGHT IN ANOTHER COURT TO OBTAIN SUBJECT MATTER JURISDICTION OVER THE MATTER IN CONTROVERSY.TO THE EXTENT PERMITTED BY LAW,EACH PARTY HERETO IRREVOCABLY WAIVES ANY RIGHT ANY PARTY HERETO MAY HAVE TO ASSERT THE DOCTRINE OF FORUM NON CONVENIENS, TO ASSERT THAT ANY PARTY HERETO IS NOT SUBJECT TO THE JURISDICTION OF THE AFORESAID COURTS,OR TO OBJECT TO VENUE TO THE EXTENT ANY PROCEEDING IS BROUGHT IN ACCORDANCE WITH THIS SECTION. SERVICE OF PROCESS, SUFFICIENT FOR PERSONAL JURISDICTION IN ANY ACTION AGAINST ANY PARTY HERETO, MAY BE MADE BY REGISTERED OR CERTIFIED MAIL, RETURN RECEIPT REQUESTED, TO ANY SUCH PARTY'S ADDRESS INDICATED IN SECTION 11 OF THIS AGREEMENT. 17. Counterparts. This Agreement may be executed by the Parties hereto in separate counterparts, each of which when so executed and delivered shall be deemed an original for all purposes, and all such counterparts shall together constitute but one and the same instrument. A signed copy of this Agreement delivered by email shall be deemed to have the same legal effect as delivery of an original signed copy of this Agreement. 18. Recording. Grantee may, at its own expense, file this Agreement in the real property records of county where the Easement Area is located, and Grantor agrees to execute, acknowledge and deliver to the Grantee a short form memorandum of this Agreement for recording purposes upon request of Grantee. 19. Further Cooperation. Each Party to this Agreement agrees to do such things, perform such acts, and make, execute, acknowledge, and deliver such documents as may be reasonably necessary and customary to carry out the intent and purposes of this Agreement. [Signature Page Follows; The Rest of This Page is Left Intentionally Blank.] IN WITNESS WHEREOF,Grantor has caused this Agreement to be executed as of the Effective Date. GRANTOR: THE BOARD OF COUNTY COMMISSIONERS OF WASHINGTON COUNTY, MARYLAND By: Name: Title: STATE OF SS: COUNTY OF The foregoing instrument was acknowledged before me this day of , 2027, by as of the Board of County Commissioners of Washington County, Maryland, on behalf of the Board of County Commissioners of Washington County, Maryland. Notary Public 133Q47329v8 IN WITNESS WHEREOF, Grantee has caused this Agreement to be executed as of the Effective Date. GRANTEE VALICOR ENVIRONMENTAL SERVICES, LLC By: Name: Title: STATE OF } SS: COUNTY OF The foregoing instrument was acknowledged before me this day of , 2027, by , as of Valicor Environmental Services, LLC, an Ohio limited liability company, on behalf of the such limited liability company. Notary Public This instrument prepared by: U EXHIBIT A TO EASEMENT AGREEMENT DESCRIPTION OF THE EASEMENT AREA' .•`�1t' �ctlA��S Y \ `%\ \\ \♦ f I�f��i�iAi��'fir,' DOT W ARYL4ND 2019 LLC \ j. o \ LOU AS4P 4 O 8, PARCEL efz, \♦ \\ Eb ' LIBER 5118, FOLIO 58 PDT NO, 4840 ♦ BOARD OF COUNTY COMMISSDOh'£RS OF _`s-•�- WASHINGTON COUNTY,MARYLAND LII3ER 1560,FOLIO 792,PARCEL 2 PROP<SE0 EASEMENT AREA PLAT NO.1(i0.10.243 EXISTING PERPLTUAL 13,524 So,PT. ~~ RAIL SIDING 0.31047 ACRES PIPELINE EASEMENT PMT NO. 8808 L 3 PROPOSED EASEMENT BOUNDARY LINE DOARD OF COUNTY COI.IMISSIONERS OF WASHINGTON COUNTY,MARYLAND) LIBfR 1066,FOLIO 702,PARCEL 2 / �. ,PI-A NO.1fl0.14.253- ------ --- - —=- -- ..... .� . . 5URVLYOR'5 CERT1FcA71! 1, HEREBY CERTIFY THAT THIS PLAN WAS PREPARED DY ACCEPTABLE LAND 5URVTYINC PRACTICES AND THAT THIS PLAN WAS FERSOHALLY PREPARLD SY NE, OR THAT I WAS IN RESPONSIBLE CHAROE OVER ITS PREPARATION AND THE SURVEY WOaRK REFLECTED HEREON, ALL IN COd '1.IIWCE WLTII THE FASE1EEW ARFA " REMENT5 SET FORTH IN COIA'R 09.13.60.12 IN €FFEOT AT INC TIME THAT THIS SURVEY WAS PERFORMED. UNE/CIAhE RADIUS AR6 eEAAIKNJcNoJo LE3�OTN Cl 440..0' 44O'J5' N 71'S4''JC.or W 227.41' + {7 •7 y L2 N 03'i4'4fA00' ES.W' ( C J 1J N 1W2r61.4Z'V 164.44' MD RED, HO, 21737 (E>;PIRATICN/REHEWAL UV11Ef DEC. 23, 2025) LA N x7.81'10-W W 17__46' FOR THE WASHINOTON COUNTY DIVISION OF FNOINEERINO Washington County, Maryland Division of Engineering PROPOSED EASEMENT AREA EXHIBIT !3ulld'v1gDrawn By:A.M.S.Checked: C.S.B.Scale: 1"=50' 4Vaahingian Counly Adminiotraltva Ama=x 747 N6rtharnAvonuo,Haperata��n,M021742 Tax Ma !Parcel: NIA Date: JULY 2024 7�1kYS,h 9 Phone:240.313-2400 Fax:240 313.24fl1 3cb DeacrplIo i Deed Llber/Polio:15GGI 792 Project M, 24-0013 Note to Draft.A legal description and plat of survey of the Easement Area as generally shown herein to be prepared and attached to Exhibit A once obtained. 133o47329vg EXHIBIT B TO EASEMENT AGREEMENT LEGAL DESCRIPTION OF CIPF FACILITY All of that real property located at the Conococheague Industrial Wastewater Pretreatment Facility, Washington County,Maryland and more particularly identified as Lot I Conococheague Industrial Wastewater Pretreatment Facility on that certain plat entitled Pre/in inai y/Final Plat of Subdivision, Conococheague Industrial Wastewater Pretreatment Facility and recorded among the plat records maintained by the Clerk of the Circuit Court for Washington County, Maryland, at plat folio 8606 et seq. 133047329x8 Washington County J ry g ry Board of Coun Commissioners of Washington Coun ,Maryland Agenda Report Form Open Session Item SUBJECT: Police Accountability Trial Board OAH Standing Agreement PRESENTATION DATE: January 14, 2025 PRESENTATION BY: Rosalinda Pascual, Deputy County Attorney RECOMMENDED MOTION: Move to approve and execute Police Accountability Trial Board Agreement between Judge Victor K. Butanis and the Board of County Commissioners (the "Agreement"). REPORT-IN-BRIEF: Public Safety Article of the Maryland Code,which created the Police Accountability Board,mandates that each law enforcement agency establish a Trial Board. Trial Board shall be chaired by either a retired judge or an Administrative Law Judge ("ALJ"). Judge Butanis is a retired District Court Judge who can chair a Sheriff's Office Trial Board, on an as needed basis upon execution of this agreement. DISCUSSION: Section 3-106(b)(1)(i) of the Public Safety Article of the Maryland Code requires that a trial board shall be composed of"an actively serving or retired administrative law judge or a retired judge of the District Court or a circuit court,appointed by the chief executive officer of the county."The duties of the judge serving on the trial board are listed in subsection(c). The judge shall 1)be the chair of the trial board; 2)be responsible for ruling on all motions before the trial board; and 3)prepare the written decision of the trial board, including the findings, conclusions, and recommendations of the trial board. By entering this agreement,the County is able to request Judge Butanis' services to chair a trial board on an as needed basis. Per 1-106.5 of the Code of Public Local Laws (the "Code"),the Board may enter into this agreement for professional legal services and is not subject to the procurement process as set forth in 1-106 of the Code. FISCAL IMPACT: Costs are incurred on an as-needed basis when trial board is convened and hearing held. There are two pending hearings scheduled to be conducted on the same day to minimize costs. Judge Butanis is compensated for the work performed at a rate of$125/hour. Travel time is compensated at a flat fee of$400 round trip for each visit. All reasonable travel expenses including food and lodging are reimbursable at their actual cost. CONCURRENCES: N/A ALTERNATIVES: Board of County Commissioners could appoint an ALJ utilizing the OAH agreement at$200/hr for work performed OR could seek out and appoint a retired ALJ, retired District Court judge or retired judge of a circuit court to chair the trial board and contract with said judge, individually. ATTACHMENTS: Agreement AUDIO/VISUAL NEEDS: N/A POLICE ACCOUNTABILITY TRIAL BOARD INDEPENDENT CONTRACTOR AGREEMENT THIS AGREEMENT made this day of , 20 , by and between the BOARD OF COUNTY COMMISSIONERS OF WASHINGTON COUNTY, MARYLAND, a body corporate and politic of the State of Maryland, hereinafter referred.to as the County," and VICTOR K. BUTANIS, hereinafter referred to as "Contractor." WHEREAS, pursuant to the Police Accountability and Responsibility Act of 2021, the Law Enforcement Officer Bill of Rights was replaced with a new law enforcement officer disciplinary system codified at Md. Code Ann., Pub. Safety § 3-101, et seq.; and WHEREAS, an actively serving or retired administrative law judge or a retired Maryland District Court or Circuit Court judge is required to serve and preside over a trial board administrative hearing convened pursuant to Md. Code Ann., Pub. Safety 3-106(b)(1){i); and WHEREAS, Contractor is a retired Judge of the District Court of Maryland, and has completed trial board training provided by the Maryland Police Training and Standards Commission; and WHEREAS, the County desires to appoint Contractor to trial boards conducted by law enforcement agencies in Washington County, Maryland, under the terms of this Agreement; and WHEREAS, Contractor agrees to serve on the trial boards pursuant to the terms of this Agreement, and the statutory requirements of the Police Accountability and Responsibility Act of 2021. NOW THEREFORE, the parties hereto for and in consideration of the mutual promises and covenants contained herein and the foregoing recitals, agree as follows: 1. Notice. When the County desires to have Contractor participate in a trial board convened pursuant to Md. Code Ann., Pub. Safety § 3-106 et seq., the County shall request Contractor's participation in writing, via email to The County and Contractor shall endeavor to find a mutually agreeable date and time for the trial board. Contractor's availability and schedule shall be confirmed prior to the issuance of notice(s) of hearing(s) before a trial board by the applicable law enforcement agency ("LEA"). At a minimum, copies of all notices shall be sent by the applicable LEA to the police officer accused of misconduct, and members of a trial board. Notices shall, at a minimum, include the name, mailing address, and email address of the Law Enforcement Officer requesting a hearing, or an affirmative statement that such information is unavailable, and the notice of agency action, including the statement of charges and any applicable codes of conduct of the applicable LEA for which the hearing request has been filed. 2. Contractor Duties. Contractor shall perform and fulfill the duties required of the retired judge appointed to the trial board as more fully set forth in Subtitle 1, Police Accountability and Discipline, of Title 3, Law Enforcement of the Public Safety Article of the Maryland Annotated Code and any State regulations properly promulgated and adopted pursuant thereto, for trial board hearings, to include the following: 1. Chair the trial board; 2. Be responsible for ruling on all motions before the trial board, including but not limited to signing any subpoenas issued by the trial board; and 3. Prepare the written decision of the trial board, including the findings, conclusions, and recommendations of the trial board. 3. Payment. Contractor shall be paid by the County at the rate of One Hundred Twenty-Five Dollars and Zero Cents ($125.00)per hour for services rendered pursuant to Paragraph 2. In the event Contractor appears for an in-person hearing in Washington County, Maryland, Contractor shall be paid for no less than two (2) hours. Contractor shall also be paid Four Hundred Dollars ($400.00) for each visit to Washington County to by Contractor to preside over a trial board hearing. Contractor shall be reimbursed for all road tolls incurred to and from Contractor's home or office to the location of the trial board hearing, as well as mileage reimbursement to and from same pursuant to the IRS Standard for Mileage Rates and U.S. General Services Administration Per Diem Rates. Contractor shall be responsible for any and all tax liability, state, federal and local, arising from such payment, as the County shall not withhold taxes from any amounts paid Contractor. County shall provide lodging accommodations for Contractor on the night prior to a scheduled hearing at the Springhill Suites, or other hotel approved by the Contractor. 4. Independent Contractor. It is expressly agreed and understood that Contactor is an independent contractor and not an employee of the County. Contractor is not entitled to and shall not accrue or receive any employment benefits whatsoever from County pursuant to this Agreement as Contractor is not an employee of the County. Contractor hereby acknowledges and understands that as an independent contractor, Contractor is not covered by Maryland State Unemployment laws and is not eligible for any benefits under Maryland Worker's Compensation laws. 5. Term. The term of this Agreement shall commence upon full execution by the parties, and continue until cancelled by either party with or without cause, by giving the other party thirty (30) calendar days' written notice. Any written notice required by this Agreement shall be deemed sufficiently given if hand delivered, sent via first class U.S. mail, certified mail or overnight courier service, or sent via electronic mail using the contact information listed in paragraph 7. 6. Hearing Location. Contractor agrees to attend trial board hearings in Washington County, Maryland. The precise location of the trial board hearing shall be provided to Contractor at least forty- eight(48) hours before the scheduled trial board. 7. Notices. Any notice required by this Agreement is to be sent to: If to Contractor: If to County: Victor K. Butanis Zachary J. Kieffer, County Attorney 2820 Glen Keld Court Office of the County Attorney Baldwin, Maryland 21013 100 West Washington Street, Suite 1101 victorkbutanis@gmail.com Hagerstown, Maryland 21740 zki effer@washco-m d.net Either party may change the address/contact information set forth above by providing written notice to the other Party pursuant to the foregoing notice requirement 8. Defense-Indemnification of Contractor. The Parties acknowledge that Contractor is not obtaining any professional liability insurance to cover the cost of defense/indemnification in the event Contractor is sued in conjunction with services provided relative to a trial board hearing. The County agrees to defend and indemnify Contractor for any non-criminal, non-grossly negligent acts or omissions of Contractor in fulfilling Contractor's duties as set forth in this Agreement. 9. Drug-Free Workplace. Contractor acknowledges that County's commitment to a Drug- Free workplace and agrees to abide by the requirements of the Drug-Free Workplace Act. 10. Governing Law. This Agreement shall be governed by the laws of the State of Maryland and Washington County, and where applicable, any federal or Maryland regulation. 11. Severability. It is understood and agreed by the parties hereto that if any portion of this Agreement shall contravene with or be invalid under the laws of Maryland or the County, such contravention or invalidity shall not invalidate the whole Agreement, but the Agreement shall be construed as if not containing the particular provision or provision held to be invalid under the laws of Maryland or of Washington County, Maryland, and the rights and obligations of the Parties shall be construed and enforced accordingly. 12. Duplicate Originals. This Agreement may be executed in one or more counterparts which shall be deemed valid if delivered electronically (e.g., facsimile, PDF, ink or digital stamp, etc.), each of which will be considered an original instrument, but all of which will be considered one and the same agreement and will become binding when one or more counterparts have been signed by each of the Parties hereto and delivered to the other. IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed and effective on the date first written above. ATTEST: CONTRACTOR: HON. VICTOR K BUTANIS (SEAL) Name: Victor K. Butanis, Esq. ATTEST: BOARD OF COUNTY COMMISSIONERS OF WASHINGTON COUNTY, MARYLAND (SEAL) Name: John F. Barr, President