His vision of a mini-city sprouting from rural South County's woods infuriated folks for miles around.

Laurel developer Michael T. Rose had come around with what one longtime resident labeled a "dog and pony show," a well-rehearsed sales pitch, glossy maps, artists' renditions -- and a prophecy.

Large-scale development inevitably would crop up around mand make it environmentally friendly, he told residents, or resign yourselves to a sprawling hodgepodge of houses and businesses.

In a matter of months, Rose expects to see the first bulldozers on site at the largest single residential/commercial development South County has ever seen. Anything resembling such a huge development there would have seemed unthinkable just three years ago.

That's when Rose, a developer known for huge, pricey projects in Montgomery and Prince George's counties, shared his vision for 1,400 acres of dense forest near Routes 2 and 214 at the Edgewater-Harwood line. The developer, who has won national recognition for environmentally sound building, assured residents he wasn't about to level acres of trees and stamp out cookie-cutter homes. Rather, he planned a coordinated community of 1,800 homes, 1.5 million square feet of offices and shops, a 36-hole golf course, a marina and an equestrian center.

Stunned, some could hardly believe Rose or anybody else would suggest plunking a new town just miles from beef cattle farms, homes in working class Londontown and the waterways of the Mayo Peninsula.

Residents wanted no part of it. Led by a committee of South County landowners who'd fought to preserve rural space since the early 1970s, a dozen civic and environmental groups urged county lawmakers to deny Rose's request to loosen land-use restrictions. The groups threatened to go to court to stop him, if necessary.

"Here we were trying to protect a rural quality of life in South County," said Charles "Sonny" Tucker, a Byrdsville beef-cattle farmer and president of the South County Zoning Coordinating Committee. "He had this grand city he was gonna build. People either loved it or hated it. It was grand, but it was frightening."

Today, a scaled-down version of South River Colony has just about cleared the last of the county's regulations.

This time, though, nobody's predicting the imminent ruin of South County, talking about massive protests or threatening court challenges.

Robert C. Wilcox, the county's zoning hearing officer, approved zoning last month that will allow 900 homes, 500,000 square feet of offices and shops, a 36-hole golf course, a recreation center and a man-made lake.

The 900 homes include single-family houses, some overlooking the golf course; Georgetown-style town houses with views of a four-acre lake; and several high-priced waterfront homes, as well as "affordable" condominiums and town houses reserved for senior citizens.

Homes will range in price from the affordable, $100,000, to the high-end, $700,000. The $300 million project will take up to 10 years to complete.

At a hearing before Wilcox delivered his order, no one stood up to oppose South River Colony. In fact, nearby residents are quick to point out benefits from the new community: a 20-acre county park Rose donated, pathways to new stores, additional jobs, a plan to save trees and open space, and homes that will allow senior citizens and young people to stay in South County.

More importantly, residents feel certain they'll be hit with no future surprises. Their security stems from written agreements Rose negotiated with three community groups, signed in 1988.

Agreements with the Londontown Property Owners Association, Mayo Civic Association and the South County Coordinating Committee, Inc. limit the total number of homes to 900. The covenants also keep stores, offices, town houses and condos north of Route 214, guarantee 40 percent open space and shield older neighborhoods from South River Colony with trees.

In exchange for his concessions, Rose got support for the 1988 zoning designation allowing a mix of development.

Such give-and-take with a developer on a major project is new territory for nearby South County residents, long known for their power to quash projects they oppose.

With development pressures pushing southward in Anne Arundel, many residents of an area long-considered the gateway to rural South County may lament the loss of the countryside.

At the same time, however, they seem to have concluded it's better to decide what's built where now, and avoid a development free-for-all later.

Maryellen O. Brady, president of the Londontown group, isn't the only one to fear a Route 2 transformation into "Ritchie Highway South."

"I think a lot of people who know me were very surprised that I would recommend working with a developer to produce a product," said Brady. "We just felt like we didn't want to fight 20 more years. We wanted a single developer with a good reputation to come up with an overall plan and keep Route 2 from becoming Ritchie Highway South. We would all like to see no development, but if that's not the reality of the future, we got the best of what the reality could have been."

In Mayo, Edna Schmitt, that community association's president, also sees the compromise as a victory for South County. "Nobody is going to sit with that amount of land and not develop it," she said. "It was just a matter of time, of when and who."

Which is close to what Rose told the community when he set out to earn their trust three years ago. In the end, the businessman they describe as driven and committed, yet reasonable and sensitive to the environment, did just that.

"Michael Rose knew we knew the score, knew what we wanted and had 20,000 people behind us," Brady said. "He never made a promise he didn't keep."

Rose and Friendswood Development Co. are working with county planners on final plans for the new version of South River Colony approved by Wilcox. In 1988, Rose sold the property for $26 million to Houston-based Friendswood, Texas' largest residential developer and a subsidiary of Exxon Corp. But the new owners vow to carry on the Rose vision.

With a Maryland division headed by Randy L. Raudabaugh, the company has retained Rose and his staff as consultants and developers for part of the site. The covenants legally bind Friendswood and any subsequent owners.

The developer/community partnership is believed by all involved to be fairly unusual, but an emerging trend becoming more common as community groups become more savvy.

The builder of Prince George's County's $300 million Laurel Lakes development, who plans four smaller-scale communities for South County, begins most projects by meeting with community members. Rose said he routinely writes covenants with community groups.

"We felt the citizens were the ones who live there, who are going to be the buyers of our houses, our customers," Rose said.

Brady says the agreements reflect the feelings of the majority of residents the three groups represent. Still, leaders expect their phones to start ringing once the trees start falling.

Schmitt senses that, despite the agreements, staunch no-growth advocates blame activists like herself for the new community. She says she hardly deserves that kind of heat for simply sitting down at the negotiating table.

"We're not a developer-lover, but we felt having a covenant, we got a heck of a sight better," she said. "We tried to keep it green and make buffers, so we would still give people the feeling of country."

Developers, though, are the ones getting a bad rap, said Rose. For his part, he says, he merely meets a demand, rather than creating one.

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