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This Agreement is made this _________ day of ______________, ______ by and between Calvert School, Incorporated (hereafter Calvert or CS) and Tuscany-Canterbury Community Association (hereafter TCNA). This Agreement shall remain in effect for 20 years from the date of this Agreement at which time it shall automatically terminate.
Explanatory Statement
A. Calvert is the owner of several parcels of land within the boundaries of TCNA on which it operates a lower and middle school. TCNA is a non-profit neighborhood association.
B. On June 21, 2001, Calvert and TCNA entered into an Agreement of Restrictive Covenants (the Original Agreement) which will automatically terminate on June 21, 2026. As of the date of the execution of this Agreement, the Original Agreement has been amended five times. It is the intent of the parties that this Agreement will replace the Original Agreement, as amended, on the date of its termination.
C. TCNA has been designated by each of the following community associations to negotiate on its behalf with Calvert: The Gardens of Guilford Condominium, Inc. (the Gardens); The Tuscany-Lombardy Community Corporation (TLCC) and The Ridgemede and The Ridgewood Condominium Association (Ridgemede) . TCNA is also authorized to execute this Agreement of behalf of these three designated Associations.
D. TCNA and Calvert are entering into this Agreement in the spirit of co-operation. TCNA recognizes that Calvert has always been a positive presence in this community. CS recognizes that TCNA has always sought to foster co-operation with CS and that it will continue to treat CS as a positive and stabilizing presence in the neighborhood. Both parties intend that this Agreement will form the basis for continued dialogue, communication and, as necessary, conflict resolution.
Article I.
Definitions. CS and its counsel can draft the proposed definitions which will be needed based on the text of the final agreement.
Article II.
2. Agreement on Uses and Structures.
2.1 School Grades. CS agrees that it will not establish an upper school (grades 9 through 12) on the Calvert Property.
2.2 School Enrollment. CS agrees to provide 3 months’ notice to TCNA of any increase in total student enrollment in the lower and middle schools in excess of 630 full time students.
2.3 School Uses. CS agrees that CS property located within the TCNA boundaries shall be used only for purposes related to the school’s operations, functions and/or mission. Such purposes would include but would not necessarily be limited to: teaching and academic programs; alumni events; Board sponsored activities; student athletic events; events by other groups so long as they are offered by, under the auspices of or in the name of the School; School sponsored social events; School related academic events and similar activities. In addition, CS may make its campus and facilities available to similar academic institutions for activities consistent with and for purposes similar to those offered by CS. At the beginning of each academic year, CS shall provide TCNA with a calendar of special events which are scheduled to be held on the CS campus during non-school hours, such as parent nights, graduation, social events and the like.
2.4 Property Acquisition.
(A) CS will provide TCNA with at least 45 days’ written notice of its interest in acquiring any real property within the boundaries of TCNA or directly adjacent to its boundaries. CS shall include in this notice a description of the property, its location and the planned use of the property.
(B) If CS intends to demolish or partially demolish any structure on this property, before undertaking any demolition activities CS agrees to provide TCNA with at least 45 days’ notice.
(C) CS agrees to provide TCNA with the proposed demolition schedule at least 30 days prior to beginning any demolition activity.
(D) If TCNA has any objection to the proposed acquisition or demolition, TCNA will provide CS with written notification within 60 days of CS’ compliance with Sec. 2.4 (A), (B) or (C), as applicable.
(E) If an agreement cannot be reached with respect to an acquisition and or a demolition, TCNA reserves the right to object to the acquisition and or the demolition project before any City or State of Maryland authority which is required to review or approve the purchase and or the demolition work.
2.5 Student Housing. CS agrees not to maintain any student housing on its property.
Article III
3. Additional Covenants
3.1 Liaison Committee. CS and TCNA agree to maintain the Calvert – TCNA Liaison Committee in its current form and its current mode of operation. The terms and conditions of Section 3 of the First Amendment of Restrictive Covenants entered into between CS and TCNA on 8/25, 2008 and filed in the Land Records at F.M.C.10952, folio 06 are adopted herein by reference and shall continue to govern the composition, functions, responsibilities and duties of CS and TCNA. It is the intent of the parties that all issues which arise under this Agreement will be initially addressed by this Committee in an effort to obtain a reasonable solution. TCNA agrees to encourage residents living within the boundaries of TCNA to use the Liaison Committee to resolve any concerns they may with CS. TCNA also agrees to seek to resolve any issues which have been raised by residents directly with CS through the Liaison Committee.
3.2. Traffic and Parking. CS and TCNA agree to work together to develop and implement reasonable efforts to minimize traffic congestion and other traffic related issues on Tuscany Road, Canterbury Road and the adjacent intersections. CS and TCNA will continue to monitor traffic conditions on Tuscany Road during morning drop-off and afternoon pickup times. CS agrees to provide CS staff to assist in managing the traffic during these times. CS agrees to continue to work with the Liaison Committee to seek solutions to traffic congestion problems as they may occur. CS agrees to inform parents of the need to cooperate in minimizing traffic congestion during pickup and drop-off times, including a request that parents use the Charles Street entrance when dropping off children at summer camp. CS agrees to continue to provide a parking space for each of its full-time employees. CS agrees to periodically check to ensure that employees with an assigned parking space are not parking on streets within TCNA. Calvert agrees to take appropriate action when its employees who have assigned parking spaces have been parking on streets within TCNA rather than using their assigned spaces.
3.3. Pickup and Deliveries. CS agrees to inform companies that collect its trash or that will be delivering goods, supplies or materials, that any such activity may not be performed prior to 7AM or after 7 PM. Calvert also agrees that there will be no provision of services or other activities such as carpentry work, building maintenance, window washing and the like, prior to 7 AM or after 7 PM, except in the case of emergencies.
3.4. Zoning. CS agrees to provide TCNA with at least 60 days’ notice before filing a petition for a zoning change. Prior to filing such a petition, CS agrees to discuss with TCNA the basis for the requested zoning change. If objections are raised by TCNA, CS and TCNA agree to negotiate in good faith in order to reach a reasonable solution acceptable to both CS and TCNA. TCNA reserves the right to challenge any such zoning change request.
3.5 Building Design, Construction and Landscaping
(A). Prior to initiating the construction of any new building or facility on its property or making any substantial change to or addition to any existing structure on its property, other than demolition addressed by Sec. 2.4, or making any landscaping or fencing changes that would significantly alter the appearance of its property, CS agrees to provide TCNA at least 60 days’ notice of its intent to do so. Such notice shall include, at a minimum, a description of the project and its location on CS’ property.
(B) CS agrees to provide TCNA, if requested, information related to the following : building design; construction management; landscape and fencing plans; building and construction plans and schedules; any required demolition plans; the existence of any hazardous materials related to the project; any applicable zoning requirements; any applicable environmental standards or requirements; any other material reasonably related to concerns raised by TCNA residents.
(C) CS agrees to respond to any TCNA request made pursuant to Sec. 3.5 (B) within 15 days of its receipt by CS. If CS has information or material responsive to CS’ request, it agrees to provide it to TCNA within this 15 day period. TCNA agrees to extend this response period based on reasonable requests made by CS. If CS does not have the relevant information or material when this request is made, it agrees to provide it to TCNA within 15 days of when it obtains the material.
(D) If CS objects to any request made by TCNA, it will provide TCNA with the reasons for its objections within 15 days of its receipt of any such request. CS and TCNA agree to negotiate in good faith to resolve disputes relating to requests for information and documents from CS.
(E) If TCNA has an objection or concern regarding any project covered by Section (A) of this Section 3.5 and including additional information provided pursuant to Section 3.5 (C), it will provide CS with written notice of its concerns or objections within 45 days of its receipt of the relevant information from CS. If such objections are raised by TCNA, CS and TCNA agree to negotiate in good faith a reasonable resolution of the dispute.
(F) If an agreement cannot be reached, TCNA reserves the right to oppose CS’ proposal before any State or Baltimore City Agency, Board or Commission which may be required to review and/or approve the project and to take any other legal action which it deems appropriate. If an agreement is reached which resolves all TCNA objections or concerns or if TCNA has no objection to the relevant activity or project, TCNA agrees to support CS in obtaining the relevant necessary approvals.
3.6 Public Address System. CS agrees not to install a permanent public address system for use at any athletic events,
3.7 TCNA and CS Co-operation. TCNA and CS agree to co-operate in the operation and enforcement of this Agreement. The governing principal will be to arrive at a solution to any issues which arise under this Agreement, which is fair and equitable to both parties, if possible. TCNA agrees to respond promptly to any concerns raised by CS regarding the terms of this Agreement or the application of this Agreement to any CS plans or activities. Should TCNA have no objection to an undertaking by CS which may fall within a reasonable construction of this Agreement, TCNA agrees to discuss with CS the prospect of a TCNA
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