Letterkenny Industrial Development Authority (LIDA)

WHEREAS, pursuant to the Defense Base Closure and Realignment Act of 1990, PL 101-510, as amended (10 U.S.C. 2687, note) (BRAC), the military installation known as the Letterkenny Army Depot, Chambersburg, Pennsylvania (LEAD) is scheduled to be realigned; and

WHEREAS, the Letterkenny Industrial Development Authority (LIDA), the federally recognized local redevelopment authority for LEAD, was granted the authority to oversee and implement the civilian reuse of the excess portion of LEAD, excluding the Retained Property, in accordance with a local-approved reuse plan; and

WHEREAS, the LIDA has made an application to the Army for an Economic Development Conveyance (EDC) as a rural base under 32 C.F.R. 91(e) and (f); and

WHEREAS, the Army, as authorized by BRAC and implementing regulations, has determined that the LIDA's application meets the criteria for economic development, job creation, and as a rural base; and

WHEREAS, the Army and the LIDA have entered into a Memorandum of Agreement ("MOA"), dated ___________________, establishing the terms and conditions for an EDC conveyance of the excess portion of the LEAD property to the LIDA and the lease of the excess portion of the LEAD property pending and in furtherance of the conveyance of all of the excess portion of the LEAD property; and

WHEREAS, the MOA provides for the conveyance of the LEAD property in phases as Army mission requirements cease and environmental remediation is completed; and

WHEREAS, pursuant to Public Law 101-510, as amended, the Army has the authority to convey and with this Deed conveys to the LIDA, pursuant to the terms and conditions of the MOA, the parcels of land as described in Exhibit A and all of the improvements contained therein; located in the County of Franklin, Commonwealth of Pennsylvania, at the LEAD.

NOW THEREFORE,

KNOW ALL MEN BY THESE PRESENTS that the UNITED STATES OF AMERICA (the "GRANTOR"), acting by and through the SECRETARY OF THE ARMY (the "Army"), under and pursuant to the Defense Base Closure and Realignment (BRAC) Act of 1990, Public Law 101-510, as amended, in consideration of ONE DOLLAR ($1.00) cash in hand paid, the receipt of which is hereby acknowledged, and other good and valuable consideration as provided for in the MOA between the parties, does hereby grant, remise, release, and forever quitclaim unto the LetterkennyIndustrial Development Authority (the "GRANTEE"), a body corporate and politic, and existing under the laws of the Commonwealth of Pennsylvania, having its principal place of business at Letterkenny Army Depot, 5540 Coffey Avenue, Chambersburg, Pennsylvania 17201-8382, and its successors and assigns, all its right, title, and interest in and to the parcels of land, excepting and reserving all mineral rights, located in the County of Franklin, Commonwealth of Pennsylvania, at LEAD containing approximately 232.8011 acres more particularly described in Exhibit A, and shown on Exhibit B attached hereto and made a part hereof (hereinafter called the "Property"), subject to those easements, conditions and restrictions of record insofar as they may lawfully affect the Property. The GRANTOR, further reserves the following easements for the benefit of the lands retained by the GRANTOR:

A. A pipeline easement for water and as more particularly described in Exhibit C-1-a and as shown in Exhibit C-1-b. [Note that the locations for the water pipelines shown in Exhibit C-1-b are their approximate location and may not be their actual location.]

B. A pipeline easement for general sanitary sewer and industrial waste system and as more particularly described in Exhibit C-2-a and as shown in Exhibit C-2-b. [Note that the locations for the pipeline systems shown in Exhibit C-2-b are their approximate location and may not be their actual location.] C. An easement for storm water system and as more particularly described in Exhibit C-3-a and as shown in Exhibit C-3-b. [Note that the locations for the storm water system shown in Exhibit C-3-b is its approximate location and may not be its actual location.]

D. An easement for electric line rights-of-way and as more particularly described in Exhibit C-4-a and as shown in Exhibit C-4-b. [Note that the locations for the electric line rights-of-way are shown in Exhibit C-4-b are their approximate location and may not be their actual location.]

E. An easement for telephone line rights-of-way and as more particularly described in Exhibit C-5-a and as shown in Exhibit C-5-b and Exhibit C-7-b. [Note that the locations for the telephone line rights-of-way shown in Exhibit C-5-b and Exhibit C-7-b are their approximate location and may not be their actual location.]

F. An easement for railroad right-of-way and as more particularly described in Exhibit C-6-a and as shown as parcel 22 in Exhibit C-6-b.

G. An easement for road right-of-way and as more particularly described in Exhibit C-7-a and as shown in Exhibit C-7-b.

The legal description of the Property has been provided by the GRANTEE and the GRANTEE shall be responsible for the accuracy of the survey and description of the Property conveyed herein and shall indemnify and hold the GRANTOR harmless from any and all liability resulting from any inaccuracy in the description.

The words "Grantor" and "Grantee" used herein shall be construed as if they read "Grantors" and "Grantees" respectively, whenever the sense of this Deed so requires and, whether singular or plural, such words shall be deemed to include in all cases the successors and assigns of the respective parties.

1. STATUTORY INDEMNIFICATION

Subject to the availability of appropriated funds, the GRANTOR recognizes its obligation to hold harmless, defend, and indemnify the GRANTEE and any successor, assignee, transferee, lender, or lessee of the GRANTEE or its successors and assigns, as required and limited by Section 330 of the Department of Defense Authorization Act of 1993, as amended, and to otherwise meet its obligations under law.

2. CERCLA COVENANT AND NOTICE

Pursuant to Section 120 (h) (3) of the Comprehensive Environmental Response, Compensation, and Liability Act, as amended, 42 U.S.C. Section 9601 et seq. ("CERCLA"):

A. Notice. The GRANTOR hereby notifies the GRANTEE of the storage, release, and disposal of hazardous substances on the Property. The release or disposal of these hazardous substances was remedied at the time of the release or, where required, was subsequently addressed under the installation restoration program. For the purpose of this Deed, "hazardous substances" shall have the same meaning as Section 101(14) of CERCLA. Available information regarding the type, quantity, and location of such substances and the action taken is summarized in Exhibit D hereto. More detailed information regarding the storage, release, and disposal of hazardous substances on the Property has been provided to the GRANTEE in the Environmental Baseline Survey for Letterkenny Army Depot dated August 1996 the receipt of which the GRANTEE hereby acknowledges.

B. Covenant. The GRANTOR hereby covenants that:

1. All remedial action necessary to protect human health and the environment with respect to any such hazardous substances remaining on the Property as of the date of this conveyance has been taken; and

2. Any additional remedial action found to be necessary with regard to such hazardous substances remaining on the Property as of the date of this conveyance shall be conducted by the GRANTOR. This covenant in this Subsection B(2) shall not apply in any case in which the person or entity to whom the Property is transferred is a potentially responsible party under CERCLA with respect to the Property.

3. LAND USE RESTRICTIONS

The Department of the Army has undertaken careful environmental study of the Property and concluded that the highest and best use of the Property is limited by its environmental condition to commercial and industrial uses. In order to protect human health and the environment, promote community objectives, and further the common environmental objectives and land use plans of the GRANTOR, Commonwealth of Pennsylvania, and GRANTEE, the covenants and restrictions shall be included to assure the use of the Property is consistent with the environmental condition of the Property. The following restrictions and covenants benefit both the lands retained by the GRANTOR and the general public welfare and are consistent with the Commonwealth of Pennsylvania and Federal environmental statutes.

A. Commercial/Industrial Use Restrictions

1. The GRANTEE covenants for itself, its successors and assigns, that the Property shall be used solely for commercial, industrial and agricultural purposes and not for residential purposes, the Property having been remediated only for commercial and industrial uses. Commercial and industrial uses include, but are not limited to, administrative/office space, manufacturing, warehousing, restaurants, hotels/motels, and retail activities. Residential use includes, but is not limited to, housing, day care facilities, schools (excluding education and training programs for persons over 18 years of age), assisted living facilities, and outdoor recreational activities (excluding recreational activities by employees and their families incidental to authorized commercial and industrial uses on the Property).

2. Nothing contained herein shall preclude the GRANTEE from undertaking, in accordance with applicable laws and regulations, such additional remediation necessary to allow for residential use of the Property. Any additional remediation will be at no additional cost to the GRANTOR and with the GRANTOR's prior written consent. Consent may be conditioned upon such terms and conditions as the GRANTOR deems reasonable and appropriate, including performance and payment bonds and insurance. Upon completion of such remediation required to allow residential use of the Property and upon the GRANTEE's obtaining the approval of the Environmental Protection Agency (EPA) and the Pennsylvania Department of Environmental Protection (PADEP) and, if required, any other regulatory agency, the GRANTOR agrees to release or, if appropriate, modify this restriction by executing and recording, in the same land records of the Commonwealth of Pennsylvania as the deed, a Partial Release of Covenant. GRANTEE shall bear the cost of recording and reasonable administrative fees.

B. Ground Water Restriction

The GRANTEE covenants for itself, its successors and assigns, not to access the ground water, except as provided in Section 3C, or use ground water underlying the property for any purpose without the prior written approval of GRANTOR, PADEP and the EPA. However, the GRANTEE, its successors and assigns, are authorized to install monitoring wells with the prior written approval of the GRANTOR, EPA and PADEP, which approval shall not be unreasonably withheld. For the purpose of this restriction, "ground water" shall have the same meaning as in section 101(12) of the Comprehensive Environmental Response, Compensation and Liability Act (CERCLA).

C. Soil Excavation Restrictions

The GRANTEE, its successors and assigns, shall not conduct or permit others to: (1) conduct any excavation, digging, drilling, or other disturbance of the soil or ground below a depth of 3 feet above the water table without prior written approval of the GRANTOR or (2) construct any subsurface structure for human occupation, without the prior written approval of the GRANTOR, PADEP, and the EPA. If the GRANTEE, its successors or assigns, encounters ground water or contaminated soil while conducting any excavation activities, the GRANTEE, its successors or assigns, will immediately cease such activities until the GRANTOR'S written approval is obtained allowing such activities to continue. In granting excavation approval under this Subsection C, the GRANTOR may impose reasonable terms and conditions, on a case by case basis, that the GRANTOR deems necessary to (i) ensure compliance with the LIDA Sampling plan dated October 1998 and any amendments thereto, the LIDA Health Safety plan dated October 1998 and any amendments thereto, and other applicable requirements to protect human health and the environment and (ii) to ensure proper disposal of contaminated soil and/or groundwater at no expense to the GRANTOR.

D. Enforcement

1. The above covenants and land use restrictions shall inure to the benefit of the public in general and adjacent lands, including lands retained by the United States, and, therefore, are enforceable by the United States Government and Commonwealth of Pennsylvania. These restrictions and covenants are binding on the GRANTEE, its successors and assigns; shall run with the land; and are forever enforceable.

2. The GRANTEE covenants for itself, its successors and assigns, that it shall include and otherwise make legally binding the above land use restrictions in all subsequent lease, transfer or conveyance documents relating to the Property subject hereto. Notwithstanding this provision, failure to include these land use restrictions in subsequent conveyances does not abrogate the status of these restrictions as binding upon the parties, their successors and assigns.

3. The GRANTEE, for itself, its successors and assigns, covenants that it will not undertake or allow any activity on or use of the Property that would violate the land use restrictions contained herein.

4. Notwithstanding any other provision of this Deed; any agreement between the GRANTEE and the GRANTOR; the provisions of CERCLA, including CERCLA Section 120(h)(3); or Section 330 of the National Defense Authorization Act of 1993, as amended, the GRANTEE on behalf of itself, its successors and assigns, covenants and agrees that the GRANTEE or the then record owner of the Property will be fully responsible for any investigation and/or remediation of hazardous substances, pollutants or contaminants, or petroleum or petroleum derivatives, to the extent that such investigation and/or remediation becomes necessary in response to a violation of the land use restrictions in this Section 3.

E. Submissions

1. Modification of Restrictions. The GRANTEE shall submit any requests to install monitoring wells, to construct subsurface structures for human occupation, or for other modifications to the above restrictions to GRANTOR, with a copy to EPA and PADEP, by first class mail, postage prepaid, addressed as follows:

a. to GRANTOR: Commander
Letterkenny Army Depot
1 Overcash Avenue
Chambersburg, Pennsylvania 17201-4150

b. to EPA: EPA Region 3
Superfund Federal Facilities Branch
1650 Arch Street
Philadelphia, Pennsylvania 19103-2029

c. to PADEP: Environmental Clean-up Program
Pennsylvania Department of Environmental Protection
909 Elmerton Avenue
Harrisburg, Pennsylvania 17110-8200

2. Excavation Requests. GRANTEE shall submit all requests for excavation approval as required by Section 3C to the GRANTOR at the mailing address set forth in Subsection 3E above.

4. CERCLA REMEDIATION

The GRANTOR acknowledges that Letterkenny Army Depot has been identified as a National Priority List (NPL) site under the Comprehensive Environmental Response, Compensation and Liability Act (CERCLA) of 1980, as amended. The GRANTEE acknowledges that the GRANTOR has provided it with a copy of the Letterkenny Federal Facility Agreement (FFA) dated February 3, 1989 and will provide the GRANTEE with a copy of any amendments thereto.

A. The GRANTEE, its successors and assigns, agrees that should any conflict arise between the terms of the FFA as they presently exist or may be amended, and the provisions of this property transfer, the terms of the FFA will take precedence. The GRANTEE, its successors and assigns, further agrees that notwithstanding any other provisions of the property transfer, the United States assumes no liability to the GRANTEE, its successors and assigns, should implementation of the FFA interfere with their use of the Property; and said parties shall have no claim against the United States or any officer, agent, employee or contractor thereof on account of any such interference, provided the GRANTOR complies with the requirements of Section 4(D).

B. Prior to the determination by the United States that all remedial action is complete under CERCLA and the FFA for the Letterkenny Army Depot site:

1. The GRANTEE, its successors and assigns, shall not undertake activities on the Property that would interfere with or impede the completion of the CERCLA clean-up at the Letterkenny Army Depot NPL site. Activities required to avoid interference with the completion of the CERCLA clean-up at Letterkenny Army Depot include but are not limited to the GRANTEE, its successors and assigns, taking appropriate action to ensure stormwater is directed into existing or future stormwater sewer systems or drainage ditches; and

2. The GRANTEE, its successors and assigns, shall comply with any institutional controls established or put in place by the GRANTOR relating to the Property which are required by any Record of Decision ("ROD") or amendments thereto issued before or after the date of this Deed. Additionally, the GRANTEE, its successors and assigns, shall ensure that any leasehold it grants in the Property or any fee interest conveyance of any portion of the Property provides for legally binding compliance with the institutional controls required by any such ROD.

C. All subsequent conveyances of the Property or any interests therein by GRANTEE, its successors and assigns, shall be expressly subject to the rights and duties of the United States to continue operation of any monitoring wells, treatment facilities, or other response activities undertaken pursuant to CERCLA or the FFA on said portion of the Property. The GRANTEE, its successors and assigns, shall provide:

1. Pre-transfer Notice - 60 days written notice of any such conveyance (including a description of the deed/lease provisions allowing for continued remediation activities) to the GRANTOR, EPA, and PADEP; and

2. Deed/lease - Within 14 days after the effective date of the transaction, GRANTEE, its successors and assigns, will provide to the GRANTOR, EPA, and PADEP, copies of the deed, lease, or other conveying instrument evidencing such transaction.

D. The GRANTOR reserves a perpetual easement over and through and a right of access to the Property to perform any additional environmental investigation, monitoring, sampling, testing, remedial action, corrective action, or any other action necessary for the GRANTOR to meet its environmental responsibilities under applicable laws and as provided for in the Deed. This easement and right of access shall be binding on the GRANTEE, its successors and assigns, and shall run with the land. This reservation includes the right to access and use utilities on the Property at reasonable cost to the United States. In exercising this right of access, except in case of imminent endangerment to human health or the environment, the GRANTOR shall give the GRANTEE, or the then record owner, reasonable notice of actions to be taken on the Property and shall use reasonable means, without significant additional cost to the GRANTOR, to avoid and/or minimize interference with the use of the Property.

E. The GRANTOR shall not incur liability for additional response action or corrective action found to be necessary after the date of transfer unless the GRANTEE, its successors or assigns, is able to demonstrate that such release or such newly discovered substance was due to GRANTOR's activities, ownership, use or occupation of the Property, or the activities of GRANTOR's contractors and/or agents.

F. All subsequent leases, transfers, or conveyances shall be made expressly subject to this easement. Upon a determination by the United States that all remedial action is complete at the Letterkenny Army Depot NPL site, the GRANTOR shall execute and record a release of easement.

5. NOTICE OF THE PRESENCE OF ASBESTOS AND COVENANT

A. The GRANTEE is hereby informed and does acknowledge that friable and non-friable asbestos or asbestos-containing materials ("ACM") have been found in buildings and structures on the Property, as described in the final base-wide EBS. To the best of the GRANTOR'S knowledge, the ACM in buildings and structures on the Property does not currently pose a threat to human health or the environment, and all friable asbestos that posed a risk to human health has either been removed or encapsulated.

B. The GRANTEE covenants and agrees that its use and occupancy of the Property will be in compliance with all applicable laws relating to asbestos; and that the Army assumes no liability for future remediation of asbestos or damages for personal injury, illness, disability, or death, to the GRANTEE, its successors or assigns, or to any other person, including members of the general public, arising from or incident to the purchase, transportation, removal, handling, use, disposition, or other activity causing or leading to contact of any kind whatsoever with asbestos on the Property, whether the GRANTEE, its successors or assigns, have properly warned or failed to properly warn the individual(s) injured. The GRANTEE agrees to be responsible for any future remediation of asbestos in buildings and structures found to be necessary on the Property.

C. Unprotected or unregulated exposures to asbestos in product manufacturing, shipyard, and building construction workplaces have been associated with asbestos-related diseases. Both the Occupational Safety and Health Administration (OSHA) and the Environmental Protection Agency (EPA) regulate asbestos because of the potential hazards associated with exposure to airborne asbestos fibers. Both OSHA and EPA have determined that such exposure increases the risk of asbestos-related diseases, which include certain cancers and which can result in disability or death.

D. The GRANTEE acknowledges that it has inspected the Property as to its asbestos content and condition and any hazardous or environmental conditions relating thereto. The GRANTEE shall be deemed to have relied solely on its own judgment in assessing the overall condition of all or any portion of the Property, including, without limitation, any asbestos hazards or concerns.

E. Notwithstanding the provisions of Section 5.A, the GRANTOR assumes no liability for any damages to person or property, and gives no warranties, either express or implied, with regard to the presence or absence of asbestos or asbestos containing materials (ACM) in buildings and structures, or whether the property is or is not suitable for a particular purpose. Furthermore, the GRANTEE agrees to make no claim or demand against the United States based on the presence of asbestos or ACM in buildings and structures on the Property.

6. NOTICE OF THE PRESENCE OF LEAD BASED PAINT AND COVENANT AGAINST THE USE OF THE PROPERTY FOR RESIDENTIAL PURPOSES

A. The GRANTEE is hereby informed and does acknowledge that all buildings on the Property which were constructed or rehabilitated prior to 1978, are presumed to contain lead-based paint. Lead from paint, paint chips, and dust can pose health hazards if not managed properly. Every purchaser of any interest in Residential Real Property on which a residential dwelling was built prior to 1978 is notified that such property may present exposure to lead from lead-based paint that may place young children at risk of developing lead poisoning. Lead poisoning in young children may produce permanent neurological damage, including learning disabilities, reduced intelligence quotient, behavioral problems, and impaired memory. Lead poisoning also poses a particular risk to pregnant women. The seller of any interest in residential real property is required to provide the buyer with any information on lead-based paint hazards from risk assessments or inspections in the seller's possession and notify the buyer of any known lead-based paint hazards. "Residential Real Property" means any housing constructed prior to 1978, except housing for the elderly (households reserved for and composed of one or more persons 62 years of age or more at the time of initial occupancy) or persons with disabilities (unless any child who is less than 6 years of age resides or is expected to reside in such housing) or any 0-bedroom dwelling.

B. Available information concerning known lead-based paint and/or lead-based paint hazards, the location of lead-based paint and/or lead-based paint hazards, and the condition of painted surfaces is contained in the Environmental Baseline Survey and (for residential properties) the lead-based paint risk assessment, which have been provided to the GRANTEE. All purchasers must receive the federally-approved pamphlet on lead poisoning prevention. The GRANTEE hereby acknowledges receipt of all of the information described in this subparagraph. Additionally, the report entitled Lead Based Paint Survey- Letterkenny Army Depot prepared by Dames and Moore, Inc. in 1996 pertaining to lead-based paint and/or lead-based paint hazards has been provided to the GRANTEE.

C. The GRANTEE acknowledges that it has received the opportunity to conduct its own risk assessment or inspection for the presence of lead-based paint and/or lead-based paint hazards prior to execution of this document.

D. The GRANTEE covenants and agrees that it shall not permit the occupancy or use of any buildings or structures on the Property as Residential Real Property without complying with this section and all applicable federal, state, and local laws and regulations pertaining to lead-based paint and/or lead-based paint hazards. Prior to permitting the occupancy of the Property where its use subsequent to sale is intended for residential habitation, the GRANTEE specifically agrees to perform, at its sole expense, the Army's abatement requirements under Title X of the Housing and Community Development Act of 1992 (Residential Lead-Based Paint Hazard Reduction Act of 1992) (hereinafter Title X).

The GRANTEE shall, after consideration of the guidelines and regulations established pursuant to Title X: (1) comply with the joint HUD and EPA Disclosure Rule (24 CFR 35, Subpart H, 40 CFR 745, Subpart F), when applicable, by disclosing to prospective purchasers the known presence of lead-based paint and/or lead-based paint hazards as determined by previous risk assessments; (2) abate lead-based paint hazards in pre-1978 buildings and structures in paint, dust and bare soil in accordance with the HUD Guidelines, with the addition of abatement of bare soil with lead levels higher than 2000 ppm; and (3) comply with the EPA lead-based paint work standards when conducting lead-based paint activities (40 CFR 745, Subpart L). In cases where a transfer MOA has already been executed as of August 14, 1998, the GRANTEE is responsible for conducting lead-based paint activities in accordance with the negotiated MOA transfer documents.

In complying with these requirements, the GRANTEE covenants and agrees to be responsible for any abatement or remediation of lead-based paint or lead-based paint hazards on the Property found to be necessary as a result of the subsequent use of the property for residential purposes. The GRANTEE covenants and agrees to comply with solid or hazardous waste laws that may apply to any waste that may be generated during the course of lead-based paint abatement activities.

E. The covenants, restrictions, and requirements of this Section 6 shall be binding upon the GRANTEE, its successors and assigns, and shall be deemed to run with the land. The GRANTEE on behalf of itself, its successors and assigns, covenants that it will include and make legally binding, this Section 6 in all subsequent transfers, leases, or conveyance documents.

7. NOTIFICATION OF THE PRESENCE OF RADON AND COVENANT

Available and relevant radon assessment data pertaining to the Property is located in the "LEAD Phase 1 Environmental Baseline Survey" (EBS), dated August 1996. According to said radon assessment data, those structures shown as Buildings 6, 9, 44, and 639 may contain unhealthy levels of radon if those buildings are used for residential purposes. The Grantor shall not be responsible for remediation of naturally occurring radon on the Property. The Grantee, its successors and assigns, shall not permit the occupancy of said Buildings 6, 9, 44, and 639 for residential use without first abating and eliminating the radon hazard, to the extent required by law, in accordance with applicable regulatory standards and guidelines. This covenant shall run with the land. The Grantee shall ensure that any assignee, transferee, affiliate, successor, or foreclosure purchaser of the property shall be bound by the provisions hereof.

8. HISTORIC PRESERVATION COVENANT FOR THE ITALIAN POW CHAPEL

A. In consideration of the conveyance of the ITALIAN POW CHAPEL located in Franklin County, Pennsylvania, which is designated as Building S-637 situated on Parcel 33 of the Property (hereinafter called "Historic Site"), the GRANTEE hereby covenants on behalf of itself, its heirs, successors and assigns at all times to the Pennsylvania State Historic Preservation Officer (SHPO) to preserve and maintain the Historic Site in accordance with the recommended approaches in the Secretary of the Interior's Standards for Rehabilitation and Illustrated Guidelines for Rehabilitating Historic Buildings (U.S. Department of the Interior, National Park Service 1992) in order to preserve and enhance those qualities that make the Historic Site eligible for inclusion in/or resulted in the inclusion of the Historic Site in the National Register of Historic Places. If the GRANTEE desires to deviate from these maintenance standards, the GRANTEE will notify and consult with the SHPO in accordance with paragraphs B, C and D of this covenant.

B. The GRANTEE will notify the SHPO in writing prior to undertaking any construction, alteration, remodeling, demolition, or other modification to structures or setting that would affect the integrity or appearance of the Historic Site. Such notice shall describe in reasonable detail the proposed undertaking and its expected effect on the integrity or appearance of the Historic Site.

C. Within thirty (30) calendar days of the appropriate SHPO's receipt of notification provided by the GRANTEE pursuant to paragraph B of this covenant, the SHPO will respond to the GRANTEE in writing as follows:

1. That the GRANTEE may proceed with the proposed undertaking without further consultation; or

2. That the GRANTEE must initiate and complete consultation with the SHPO before it can proceed with the proposed undertaking.

If the SHPO fails to respond to the GRANTEE 's written notice, as described in paragraph B, within thirty (30) calendar days of the SHPO's receipt of the same, then the GRANTEE may proceed with the proposed undertaking without further consultation with the SHPO.

D. If the response provided to the GRANTEE by the SHPO pursuant to paragraph C of this covenant requires consultation with the SHPO, then both parties will so consult in good faith to arrive at mutually-agreeable and appropriate measures that the GRANTEE will implement to mitigate any adverse effects associated with the proposed undertaking. If the parties are unable to arrive at such mutually-agreeable mitigation measures, then the GRANTEE shall, at a minimum, undertake recordation for the concerned property in accordance with the Secretary of Interior's standards for recordation and any applicable state standards for recordation, or in accordance with such other standards to which the parties may mutually agree prior to proceeding with the proposed undertaking. Pursuant to this covenant, any mitigation measures to which the GRANTEE and the SHPO mutually agree, or any recordation that may be required, shall be carried out solely at the expense of the GRANTEE .

E. The SHPO shall be permitted at all reasonable times to inspect the Historic Site in order to ascertain its condition and to fulfill its responsibilities hereunder.

F. In the event of a violation of this covenant, and in addition to any remedy now or hereafter provided by law, the SHPO may, following reasonable notice to the GRANTEE, institute suit to enjoin said violation or to require the restoration of the Historic Site. The successful party shall be entitled to recover all costs or expenses incurred in connection with such a suit, including all court costs and attorney's fees.

G. In the event that the Historic Site is substantially destroyed by fire or other casualty, or (ii) is not totally destroyed by fire or other casualty, but damage thereto is so serious that restoration would be financially impractical in the reasonable judgment of the GRANTEE, this covenant shall terminate on the date of such destruction or casualty. Upon such termination, the GRANTEE shall deliver a duly executed and acknowledged notice of such termination to the SHPO, and record a duplicate original of said notice in the county Deed Records. Such notice shall be conclusive evidence in favor of every person dealing with the Historic Site as to the facts set forth therein.

H. The GRANTEE agrees that the SHPO may at its discretion, without prior notice to the GRANTEE, convey and assign all or part of its rights and responsibilities contained herein to a third party.

I. This covenant is binding on the GRANTEE, its heirs, successors and assigns in perpetuity, unless explicitly waived by the SHPO. Restrictions, stipulations and covenants contained herein shall be inserted by the GRANTEE verbatim or by express reference in any deed or other legal instrument by which it divests itself of either the fee simple title or any other lesser estate in the Historic Site or any part thereof.

J. The failure of the SHPO to exercise any right or remedy granted under this instrument shall not have the effect of waiving or limiting the exercise of any other right or remedy or the use of such right or remedy at any other time.

K. The covenant shall be a binding servitude upon the Historic Site and shall be deemed to run with the land. Execution of this covenant shall constitute conclusive evidence that the GRANTEE agrees to be bound by the foregoing conditions and restrictions and to perform the obligations herein set forth.

9. INCLUSION OF PROVISIONS

The GRANTEE, its successors and assigns, shall neither transfer the Property, lease the Property, nor grant any interest, privilege, or license whatsoever in connection with the Property without the inclusion of the environmental protection provisions contained herein, and shall require the inclusion of such environmental protection provisions in all further deeds, transfers, leases, or grants of any interest, privilege or license.

10. 2662 REPORTING

This conveyance is not subject to the reporting requirement in 10 United States Code 2662.

11. NOTICE OF NON-DISCRIMINATION

With respect to activities related to the Property, the GRANTEE shall not discriminate against any person or persons or exclude them from participation in the GRANTEE'S operations, programs or activities conducted on the Property because of race, color, religion, sex, age, handicap or national origin.

12. ANTI-DEFICIENCY ACT

The GRANTOR'S obligation to pay or reimburse any money under this Deed is subject to the availability of appropriated funds to the Department of the Army, and nothing in this Deed shall be interpreted to require obligations or payments by the United States in violation of the Anti-Deficiency Act.

IN WITNESS WHEREOF, the GRANTOR has caused this Deed to be executed in its name by the Secretary of the Army and the Seal of the Department of the Army to be hereunto affixed this ____ day of ____________________, 1998

UNITED STATES OF AMERICA

By:_________________________________

Louis Caldera

Secretary of the Army

COMMONWEALTH OF VIRGINIA )
COUNTY OF ARLINGTON ) SS:

I, the undersigned, a Notary Public in and for the Commonwealth of Virginia, County of Arlington, whose commission as such expires on the ___ day of __________, 199__, do hereby certify that this day personally appeared before me in the Commonwealth of Virginia, County of Arlington, Louis Caldera, Secretary of the Army, whose name is signed to the foregoing instrument and acknowledged the foregoing instrument to be his free act and deed, dated this _______ day of ___________1998, and acknowledged the same for and on behalf of the UNITED STATES OF AMERICA.

__________________________________
Notary Public

The terms and conditions of this Quitclaim Deed are hereby accepted this
____day of _________________ 1998.

LETTERKENNY INDUSTRIAL DEVELOPMENT AUTHORITY

By:_________________________________
Robert G. Zullinger
Chairman

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