06-05-2012 

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### DECLARATION OF ENVIRONMENTAL COVENANT

This ENVIRONMENTAL COVENANT is hereby declared and granted as ofthis

# :~ rJ day of**t11{d.-~** ,2012, by the MAINE DEPARTMENT OF CONSERVATION, BUREAU OF

### ~ARKS AND LANDS having its principal place ofbusiness inAugusta, Kennebec County, State ofMaine ("Grantor"), to the MAINE DEPARTMENT OF ENVIRONMENTAL PROTECTION ("DEP" or "Holder") onproperty located in Corinna, Penobscot County, Maine, as more fully described below. WHEREAS, Grantor is the owner in fee simple ofa certain property ofapproximately 1.0 acres in size located in Corinna, Penobscot County, Maine, and described in a deed recorded in the Penobscot County Registry ofDeeds in Book 9114, Page 194, and described inExhibit A attached hereto and incorporated herein byreference, and being generally depicted as Maine Department ofConservation land part ofMap15 Lot lOinthe Town ofCorinna tax records on Tax Map 18, and also shown on the attached Exhibit B ("Properti'); WHEREAS, the Property was contaminatedby the former Eastland Woolen Mill and is part ofthe Eastland Woolen Mill Superfund Site ("Site"), whichthe U.S. Environmental ProtectionAgency ("EPA") placed onthe National Priorities List pursuant to Section 105 ofthe Comprehensive Environmental Response, Compensation and Liability Act ("CERCLA"), 42 U.S.C. § 9605, and set forth at 40 C.F.R. Part 300, Appendix B, and bypublication in the Federal Register on July 22, 1999 (64 Fed. Reg. 39878); WHEREAS, the Site is also identified as a portion ofthe Corinna Main Street and Eastland Woolen Mill Uncontrolled Hazardous Substance Site designated byDEP on February 25, 1991 pursuant to 38 M.R.S.A. §§ 1364 and 1365; WHEREAS, pursuantto an Action Memorandum dated July 1999 and amended June 2000, September 2000, May 2001, and June 2004 (the "ActionMemorandum"), a non-timecritical removal action ("removal") was initiated by EPA to, 

### inter alia, remove hazardous substances in contaminated soils in an area known as "downtown Corinna" that were acting as a source ofgroundwater, surface water and sediment contamination; WHEREAS, in a Record ofDecision dated September 19,2002 and amended September 28,2006 (the "ROD"), the EPA, with the concurrence ofthe DEP, selected a remedial action for the first operable unit at the Site ("remedial action," which together withthe removal shall be hereinafterreferred to as the "Environmental Response Project"), which provides, in part, for the following actions:

Maine Department ofConservation, Four Seasons Adventure Trail, Corinna Declaration ofEnvironmental Covenant Page 1 ofl2a. In-situ treatment ofthe contaminated overburden and bedrock groundwater and remaining areas ofcontaminated soil, including dense non-aqueous phase liquid ("DNAPL") belowthe water table. A short-term groundwater collection and treatment system will be operated as part ofthe in-situ treatment program; b. Connection ofcertainresidences to the water supplylines to preventtheir wells from becoming contaminated and to prevent expansion ofthe contamination in the groundwater;

c. Implementation, monitoring and maintenance ofinstitutional controls in the form ofgroundwater use restrictions to prevent ingestion ofgroundwater and disturbance ofthe groundwater extraction and treatment system; d. Long-term monitoring ofgroundwater, surface water, biota, and sediments to evaluate the success ofthe remedial action; and

e. Implementation offive-year reviews to assess the protectiveness ofthe remedy until cleanup goals have been met. WHEREAS, the documents supporting the Environmental Response Project may be found in the Administrative Record for the Site; WHEREAS, the EPA is requiring that Grantor execute an environmental covenant with respect to the Property as part ofthe remedial action for the Site; WHEREAS, the EPA, Holder, and Grantor hereto have agreed that it is appropriate and necessary, pursuantto the Maine Uniform Environmental Covenants Act ("UECA"), 38 M.R.S.A. §§ 3001 et seq., to (1) impose use restrictions onthe Property as covenants that run with the land for the purposes ofmaintaining or enhancing the soil, air and water quality ofthe Property, protecting human health and the environment, and protecting the Environmental Response Projectthat has been and will be performed at the Site; and (2) grant a permanent right ofaccess to the Holder and to EPA over the Property for purposes ofimplementing, facilitating and monitoring the removal and remedial actions and for monitoring and enforcing the Environmental Covenant; WHEREAS, EPAhas determined and approved the Environmental Response Project and is therefore an agency as that term is defined inthe UECA, and DEP also is an agency under the UECA;WHEREAS, EPA has the right ofan agency to enforce this Environmental Covenant pursuant to the UECA, but this right is not an interest inreal property;

Maine Department ofConservation, Four Seasons Adventure Trail, Corinna Declaration ofEnvironmenta1 Covenant Page 2 of 12WHEREAS, DEP is the only holder ofthis Environmental Covenant, as that term is defined in the UECA, and DEP is entitled to exercise the rights ofa holder including enforcing this Environmental Covenant, pursuant to the UECA; WHEREAS, Grantor wishes to cooperate fully with the DEP and the EPA in the implementation and monitoring ofthe Environmental Response Project; and WHEREAS, Grantor intends to create and grant an Environmental Covenant pursuant to theUECA;

. NOW, THEREFORE, Grantor MAINE DEPARTMENT OF CONSERVATION, for and in consideration ofthe facts above recited and the covenants herein contained, and intending to create and be legally bound by a perpetual covenant mnning with the land, subject to the terms hereof, hereby declares, covenants and agrees as follows: 1. Declaration ofCovenant. This instmment is an Environmental Covenant executed pursuant to the UECA. 2. Property. This Environmental Covenant concerns the Property as described herein. 3. Activity and Use Limitations. The following covenants, conditions, and restrictions, shall mn with the land, and shall be binding on the Grantor, its successors and assigns and the Property in perpetuity:

a. Groundwater underlying the Property shall not be extracted, consumed, exposed or utilized in any way, except for the limitedpurpose ofextracting, treating and/or monitoring groundwater contamination levels in accordance with plans approved by the Holder and the EPA. Groundwater supply wells shall not be installed or utilized on any part ofthe Property, nor shall the hydrology ofsuch groundwater be altered in any way. b. Any building constmcted onthe Property shall be equipped with a sub-slab vapor system or its equivalent designed to prevent migration ofsoil vapors into the interior ofthe building. 4. Agency and Holder. DEP is an environmental agency with enforcement authority pursuant to the UECA and is the only Holder ofthe Environmental Covenant granted in this Declaration. EPA is also an environmental agency with enforcement authority pursuant to the UECA.

Maine Department ofConservation, Four Seasons Adventure Trail, Corinna Declaration ofEnvironmental Covenant Page 3 of 12::=:11..5637

.5. Perpetuity ofCovenant. This Environmental Covenant and each and every covenant herein shall be a covenantrunning withthe land inperpetuity and shall be binding on Grantor and its successors and assigns, including any transferee acquiring or owning any right, title, or interest in the Property, and all those acting by and through or under any of them forever. The term "transferee," as used in this paragraph, shall mean any future owner ofany interest in the Property or any portion thereof, including, but notlimited to, owners ofan interest in fee simple, mortgagees, easement holders, lessees and lien holders. Bythe acceptance ofa deed ofconveyance ofall or any part ofthe Property or any interest therein, whether or not the deed shall so express, all successors, assigns, and transferees shall be deemed to have accepted the Property subject to the restrictions contained herein and shall be deemed bound by, obligated to comply with, and otherwise subjectto the restrictions herein and this Environmental Covenant. 6. Representation ofOwnership and Encumbrances. By its executionhereof, Grantor hereby represents that it is the sole owner in fee oftheProperty and that there are no mortgages, easements or other encumbrances on the Property that would materially adversely affect the effectiveness or enforceability ofthis Environmental Covenant. 7. Access. In additionto any rights alreadypossessed by DEP and EPA, this Environmental Covenant grants to DEP and EPA, including their authorized employees, agents, representatives and independent contractors and subcontractors, a right ofaccess to the Property, without cost and uponpresentation ofcredentials, for the purposes of implementing, facilitating and monitoring the removal and remedial actions and for monitoring and enforcing this Environmental Covenant. 8. Notice to Tenants and Others. The Grantor and all subsequent owners ofthe Property, during the period oftheir ownership ofthe Property, shall provide notice ofthis Environmental Covenant to any tenants or lessees thereofand to any other person conducting any activity onthe Property that is prohibited by this Environmental Covenant, which notice shall be provided prior to such occupancy or activity. 9. Notice upon Conveyance. Each instrument hereafter conveying any interest inthe Property or any portionthereof, including but not limited to deeds, leases and mortgages, shall contain a notice that is in substantiallythe following form: NOTICE: THE INTEREST CONVEYED HEREBY IS SUBJECT TO A DECLARATION OF ENVIRONMENTAL COVENANT, RECORDED IN THE

. COUNTY REGISTRY OF DEEDS ON

--.---__ -.--' 2012, IN BOOK , PAGE.J-.--' IN FAVOR OF AND ENFORCEABLE.BY THE STATE OF MAINE AND THE UNITED STATES OF AMERICA.

Maine Department ofConservation, Four Seasons Adventure Trail, Corinna Declaration ofEnvironmental Covenant Page 4 of12Within thirty (30) days ofthe date any such instrument ofconveyance is executed, such instrument shall berecorded in the Penobscot County Registry ofDeeds, and the grantor ofsuch instrument shall notify DEP and EPA in writing ofsuch recording by delivery of a copy ofthe recorded instrument, duly certified by the Register ofDeeds. 10. Notice ofNoncompliance. The Grantor and all subsequent owners ofthe Property, during the period oftheir ownership ofthe Property, shall provide written notice to DEP and EPA within ten (10) working days ofdiscovery ofany noncompliance withthis Environmental Covenant. 11. Notice Pursuant to Covenant. Any notice or other communication required pursuant to this instrument shall be inwriting and shall be sent by certified mail, return receipt requested, or by any commercial carrier as provides proofofdelivery, addressed as follows, or to such other address as each entity may designate from time to time by written notice to the other entities: To Grantor: Director, Maine Bureau ofParks and Lands Department ofConservation 22 State House Station Augusta, ME 04333-0022 ToDEP: Superfund Program Manager Department ofEnvironmental Protection Bureau ofRemediation and Waste Management 17 State House Station Augusta, Maine 04333-0017 To EPA: Remedial Project Manager Eastland Woolen Mill Superfund Site U.S. Environmental Protection Agency, Region 1 5 Post Office Square, Suite 100 (OSRR07-1) Boston, MA 02109-3912 12. Inspection and RepOliing. The Grantor and all subsequent owners ofthe Property, during the period oftheir ownership ofthe Property, shall conduct inspections ofthe Property every five years, starting in 2015, and in any year that aproperty ownership transfer takes place or there is substantial construction activity onthe Property, for compliance with the terms ofthis Environmental Covenant, and shall report the results to DEP and EPA in writing by June 30 ofeach year. Maine Department ofConservation, Four Seasons Adventure Trail, Corinna Declaration ofEnvironmental Covenant Page 5 of 1213. Enforcement. This Environmental Covenant shall be enforceable as authorized by the UECA. Any forbearance as to enforcement ofany ofthe tenns hereofshall not be deemed a waiver ofthe right to seek and obtain enforcement at any time thereafter as to the same violation or as to any other violations. 14. Amendment or Tennination by Consent. The tenTIS and conditions herein may not be amended or tenninated except by a written instrument duly executed by Grantor, the owner ofthe Property at the time ofthe amendment or tennination, and DEP and EPA or their successors in legal function, which instrument shall be duly recorded in the Penobscot County Registry ofDeeds. Pursuantto 38 MRSA §3010(1)(C), Grantor hereby waives its right to consent in the event, at the time ofsuch amendment or tennination, Grantor is no longer the owner ofthe Property. 15. Petition to Modify. Grantor or current owner ofthe Propertymaypetitionthe DEP to modify or remove some or all ofthe covenants, restrictions, agreements and obligations herein. The burden is uponthe party seeking DEP approval ofthe modification or removal ofa restriction to show that the restriction is no longer necessary to protect the public health and safety and the environment. The DEP may agree to remove or modify restrictions that in the exercise ofits sole discretion, the DEP detennines to be no longer necessary to protectthe public health and safety and the environment. Any such amendment or tennination ofthe Environmental Covenant must comply with the UECA and the provisions ofthis Environmental Covenant. 16. Administrative Record. The Environmental Response Project described in this Declaration ofEnvironmental Covenants is based on the Eastland Woolen Mill Superfund Site Administrative Record, whichhas been developed in accordance with Section 113(k) ofCERCLA, and which is available for review at the Stewart Public Library, Corinna, Maine, and at the United States Environmental Protection Agency, Region 1, OSRRRecords Center, 5 Post Office Square, Boston, Massachusetts. The State administrative record for the Environmental Response Project is located at the main office ofDEP, whose mailing address is 17 State House Station, Augusta ME 04333- 0017, with a street address ofRay Building, 28 Tyson Drive, Augusta, Maine. 17. Governing Law. This Environmental Covenant shall be governed and interpreted in accordance with the laws ofthe State ofMaine. 18. Liberal Construction. Itis intended that this Environmental Covenant be construed liberally to protectthe health and welfare ofthe public and the quality ofthe environment from the risk ofadverse effects ofexposure to hazardous substances.

Maine Department ofConservation, Four Seasons Adventure Trail, Corinna Declaration ofEnvironmental Covenant Page 6 of 1219. Invalidity. Ifany part ofthis Environmental Covenant shall be decreed to be invalid by any court ofcompetentjurisdiction, all ofthe other provisions hereofshall not be affected thereby and shall remain infull force and effect. 20. Recording. Holder shall cause this Declarationto be duly recorded in the Penobscot County Registry ofDeeds within thirty (30) days after the date ofthe last required signature on this Declaration, and shall, within thirty (30) days thereafter, provide the Grantor and EPA with a copy ofsuch recorded Declaration, duly certified by the Register ofDeeds.

Maine Department ofConservation, Four Seasons Adventure Trail, Corinna Declaration ofEnvironmental Covenant Page 7 of 12IN WITNESS WHEREOF, Grantor has caused this instrument to be executed by its duly authorized representative as ofthe day and year first above written.

MAINEDEPARTMENTOF CONSERVATION BUREAUOFPARKSANDLANDS 

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# ~~~e:**~ta;t~t~kt--¢** Title: Director, Maine Bureau ofParks and Lands STATE OF MAINE KENNEBEC COUNTY, ss. , n A :?" ' , The above-named Willard Ranispersonally appeared before me this··,Z> day of 

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# r? ,2012 inhis capacity as Director and acknowledged the foregoing to be his free act and'tleed inhis said capacity and the free act and deed ofthe Maine Depmiment of Conservation, Bureau ofParks and Lands., "

# \L!\Ll(lluJ/Ll~~(J Notary Public Printed Narne MELISSA

### A. MACALUSO My Commission Expires: Notary Public" State of Maine MyCommission Expires February7,2018

Maine Department ofConservation, Four Seasons Adventure Trail, Corinna Declaration ofEnvironmental Covenant Page 8 of 12ACKNOWLEDGED AND AGREED TO BY: MAINE DEPARTMENT OF ENVIRONMENTAL PROTECTION

Name:

### Rdri~ld E. Dyer By: 

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# C~ Title: Director, Bureau ofRemediation and Waste Management

STATE OF MAINE KENNEBEC COUNTY, ss.

, ' I /"The above-named Ronald E. Dyerpersonally appeared before me this**<~/,,~day** of**.'1~~1**

### ,{ , 2012 in his capacity as Director ofthe Bureau ofRemediation and Waste Managernent and acknowledged the foregoing to be his free act and deed in his said capacity and the free act and deed ofthe Maine Department ofEnvironmental Protection

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Maine Department ofConservation, Four Seasons Adventure Trail, Corinna Declaration ofEnvironmental Covenant Page 9 of 12ACKNOWLEDGED AND AGREED TO BY: UNITED STATES ENVIRONMENTAL PROTECTION AGENCY By: Name:j1a. es T. Owens, III Title: 

# 19 ector, Office ofSite Remediation and Restoration, U.S. EPA, Region 1 Date:

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COMMONWEALTH OF MASSACHUSETTS SUFFOLK COUNTY, ss. On this _,_.'_'day of , 2012, before me, the undersigned notary public, personally appeared James T. Owens, III, proven to methrough satisfactory evidence of identification, which was, c, . " to be the personwhose name is signed onthe this document, and acknowledged to me that he signed it voluntarily for its stated purpose.

DANNY RODRIGUEZ Notary Public Oommonwealth of Massachusett,

My Commission Expires February 3, 2017**""""",~"",.,.~"-.;",,,",<**......**~--. =~=-01**  Notary Public PrintedName My Commission Expires:

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Maine Department ofConservation, Four Seasons Adventure Trail, Corinna Declaration ofEnvironmental Covenant Page 10 of12EXHIBIT A Property Description MDOC land

subject to Environmental Covenants imposed by The Maine Department ofEnvironmental Protection Corinna, Penobscot County, Maine March 29, 2012 A certain lot or parcel of land situated in the Town of Corimla, County ofPenobscot, State of Maine, being a portion of the fOlmer Maine Central Railroad right of way (MCRR), the centerline ofwhich being more particularly described as follows: BEGINNING at a point situated South 79° 44' 44" East, a distance of 33.00 feet from the southeasterly corner of land of the State of Maine as described in the Maine Department of Transportation Notice of Taking dated May 3, 2000, recorded in Book 7357, Page 29 of the Penobscot County Registry ofDeeds; THENCE, North 10° 15' 16" East, a distance of465.56 feet to a point ofcurvature; THENCE, northerly, along a tangent curve to the left having a radius of 1637.02 feet, an arc distance of461.88 feet to a point situated North 89° 59' 44" East, a distance of31.46 feet from a %" capped (PLS #2292) iron rod set inthe westerly sideline ofthe MCRR. The parcel herein described contains 1.0 acres, more or less. For source oftitle reference is made to a release deed from Maine Central Railroad Company to State ofMaine, Department ofConservation, Bureau ofParks & Land dated December 5, 2003, recorded in Book 9114, Page 194 ofthe Penobscot County Registry ofDeeds. The direction of lines herein are based upon the Maine State Plane Coordinate System, East Zone, NAD83 datum. Reference is made to a plan entitled "Survey Plan showing property in Corinna subject to proposed Environmental Covenants prepared for Maine Department of Environmental Protection, Corinna, Penobscot County, Maine", dated September 20, 2011, last revised March 29,2012, prepared by CES, Inc.

Maine Department ofConservation, Four Seasons Adventure Trail, Corinna Declaration ofEnvrronmental Covenant Page 11 of 12

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