CITY OF LEWISTON Department of Planning & Code Enforcement TO: Lewiston Planning Board FROM: Doug Greene, AICP, City Planner DATE: August 26, 2019 RE: Proposed Contract Rezoning by Central Maine Power for a portion of 183 Merrill Road (rear) Pursuant to Article VII, Planning Board, Section 4, Powers and Duties and Article XVII, Section 5, Amendments of the Zoning and Land Use Code, Central Maine Power (CMP) has submitted a request to contract zone a property located at 183 Merrill Road (rear). The property is zoned Medium Density Residential (MDR) and two provisions (building height and lot frontage) in Article XI, District Regulations, Section 23, Space and Bulk Table are requested to be amended to allow an “High Voltage Direct Current (HVDC) Converter Substation” to be developed. The Proposal- Central Maine Power has selected a 20.1 acre site, located at the rear portion of 183 Merrill Road, adjacent to an existing CMP transmission corridor and near the Greene town boundary. The project is a large 70 foot tall structure that can convert DC current to AC current and facilitates the transmission of electricity from Canada to Massachusetts. The current maximum height in the MDR zone is thirty-five feet (35’) and the applicant is requesting a maximum height of eighty feet (80’) to allow the HVDC Converter Substation to be built. The 20.1 acre site for this proposed project does not have street frontage. The adjacent CMP corridor does have the required street frontage on Merrill Road, but the Public Utility Commission is requiring that the converter substation be located on a separately owned property. The MDR district requires a minimum street frontage of one hundred (100’) feet and the applicant is requesting a minimum frontage of zero feet (0’). An access drive to the site is proposed from a property located at 1651 Main Street. (See tab A in the application) Contract Rezone Uses and Space, Bulk RequestsThere are no changes requested for Land Uses with the contract rezoning. The proposed converter substation is currently allowed as conditional use in the MDR district. The contract rezoning is requesting the following changes to the Space and Bulk Table with the contract rezoning request:  Maximum Height in the Medium Density Residential (MDR) district of eighty feet (80’).  Minimum Frontage in the Medium Density Residential (MDR) district of zero feet (0’). Compliance with the Comprehensive PlanThe applicant lists three excerpts from the 2017 Comprehensive Plan that demonstrate the contract re-zone request’s compliance. They are: • Page 111: “Work is needed to improve [broadband internet] connectivity in the city in an effort to improve the quality of life for its residents and advance economic growth.” • Page 116: “Promote a healthful and sustainable business environment by investing actively in efficient infrastructure, providing favorable incentives, and building a community that is attractive to employers and their workers. . . . . Investment and recruitment initiatives should realize ‘triple bottom-line’ benefits for City residents by seeking to improve the tax base, promote economic vitality for local businesses, and increase access to employment opportunities and living wage jobs within the City.” • Page 164: “Lewiston must build on its growing momentum to actively invite new investment and create the critical mass of economic energy needed to launch the City into a new era of growth and productivity.” Planning Board ActionThe Planning Board is asked to make a recommendation to the City Council on the contract rezone request. The Zoning Ordinance in Article XVII, Amendment and Other Legal Provisions, Section 5, Amendments, (g) Conditional or Contract Zoning, describes 5 conditions that must be met: 1. The change is consistent with the Comprehensive Plan. 2. The change establishes rezoned areas that are consistent with the existing and permitted uses in the original district. 3. All conditions and restrictions imposed relate only to the physical development or operation of the property and may include, by way of example: a. Limitations on the number and types of uses permitted; b. Restrictions on the scale and density of development; c. Specifications for the design and layout of the buildings and other improvements; d. Schedules for commencement and completion of construction; e. Performance guarantees securing completion and maintenance of improvements, and guarantees against defects;) f. Preservation of open space and buffers, and protection of natural areas and historic sites; g. Contributions toward the provision of municipal services required by the development; and h. Provisions for enforcement and remedies for breach of any condition or restriction, which may include, by way of example; 1. Provisions that violation of any of the conditions shall constitute a violation of the zoning and land use code. 2. Statements that the conditions shall bind the owner, its successors, assigns and any person in possession or occupancy of the premises or any portion thereof and shall inure to the benefit of and be enforceable by the city. 3. Provisions requiring the owner at his expense to record in the Androscoggin County Registry of Deeds a copy of the conditions and any required site plans within thirty (30) days following final approval of the petition by the city and that the form of the recording be in a form satisfactory to the city. 4. Statement indicating that the conditions shall run with the land. 5. Provisions that state in addition to all other remedies to which the city may be entitled under applicable provisions of statute ordinance, that if any party in possession or use of the premises fails or refuses to comply with any of the conditions imposed that any rezoning approved by the city in accordance with the conditions shall be of no force or effect and, in that event, any use of the premises and any buildings structures developed pursuant to the rezoning shall be immediately abated and brought into compliance with all applicable provisions of the zoning and land use code with the same effect as if the rezoning had never occurred. 6. Statements indicating that if any of the conditions are found by a court of competent jurisdiction to be invalid, such a determination shall not invalidate any of the other conditions. 7. The site plans should be attached and incorporated by reference. 4. The owner of the property rezoned has agreed in writing to the conditions imposed or has executed a contract in a form acceptable to the city council. 5. Any rezoning approved by the city council conditionally or by contract shall be of no force or effect if the owner of the property fails or refuses to comply with the conditions imposed or the terms of the contract. In that event, any use of the property and any buildings and structures developed pursuant to the rezoning shall be abated and the property brought into compliance with all applicable provisions of this Code. The staff has reviewed and agrees the applicant’s contract zone request as described in exhibit B and D of the application, meets the 5 conditions of Article XVII, Section 5(g). The purpose of this contract zoning request is to change the maximum height and minimum frontage requirements in the Medium Density Residential (MDR) district and does not permit the development of the proposed AC/DC Conversion Substation. The applicant will have to submit a development review and conditional use application to be approved by the Planning Board prior to development activity. Action NecessaryMake a motion pursuant to Article VII, Section 4 and Article XVII, Section 5 of the Zoning and Land Use Code to send a favorable recommendation to the City Council on CMP’s request to contract zone the property located at 183 Merrill Road (rear). MATTHEW D. MANAHAN Merrill’s Wharf 254 Commercial Street Portland, ME 04101 VIA OVERNIGHT MAIL August 14, 2019 P 207.791.1189 F 207.791.1350 C 207.807.4653 mmanahan@pierceatwood.com pierceatwood.com Douglas M. Greene, AICP City Planner City of Lewiston 27 Pine Street Lewiston, ME 04240 RE: Admitted in: MA, ME, NH Central Maine Power Co., New England Clean Energy Connect Contract Zone Application Dear Doug: As you know, I represent Central Maine Power Company (CMP) with respect to permitting of the New England Clean Energy Connect (NECEC) Project. I enclose CMP’s certified petition to amend the City of Lewiston Zoning and Land Use Code, to allow construction and operation of a new +/- 320kV DC power to 345kV AC power 1,200 MW converter station (the Merrill Road Converter Station) as part of the NECEC Project. The amendment is necessary for two reasons: 1. The maximum building height in the MDR zone is 35 feet, but the Merrill Road Converter Station must be constructed to a height of approximately 70 feet, so CMP is requesting that the allowable height be 80 feet to ensure that the final Converter Station measurements will not exceed the height limit. 2. The minimum street frontage for lots in the MDR zone is 100 feet for “other uses,” but the Converter Station lot does not have any street frontage, so CMP is requesting that the Converter Station lot not require any street frontage. As you requested, I enclose 22 sets of the petition (I understand you have the original certified petition) and exhibits A-D (Exhibit A is 11” x 17”); 12 sets are for Planning Board review and 10 sets are for City Council review. I also include an original of the signed Exhibit B (the application). The check for the $700 application fee will arrive separately, from CMP, in the next several days. Please let me know if you have any questions or need additional information. Thank you for your continued assistance. Sincerely, Matthew D. Manahan Enclosures cc: David Hediger Lincoln Jeffers Gerry Mirabile (CMP) John Carroll (CMP) {mmanahan.1} .1 PETITION TO AMEND THE CITY OF LEWISTON ZONING AND LAND USE CODE Pursuant to Appendix A, Article XVII, Section 5, Amendments of the City of Lewiston Zoning and Land Use Code, we the undersigned residents of the City of Lewiston, being eighteen ( 18) years of age or older, do hereby petition the City of Lewiston to establish a contract rezoning of the "Converter Station Parcel", located at 183 Merrill Road (rear) depicted on the June 20, 2019 sketch plan entitled "HVDC Converter Substation Site," attached hereto as Exhibit A, to allow for the construction and operation of a converter station for the New Englatld Clean Energy Connect project, as more particularly described in Exhibit B hereto. SIGNATURE PRINTED NAME PHYSICAL STREET ADDRESS No PO .Boxes DATE CIRCULATOR'S VERIFICATION I hereby certify that I am the Circulator of this petition, that all the signatures to this petition were made in my presence, and to the best of my knowledge and belief, each signature is that of the person it purports to be, and each person is a resident of the City of Lewiston. Printed Name of Circulator Date REGISTRAR'S CERTIFICATION I hereby certify and verify that the names of all of the petitioners listed as valid appear on the voting list as registered voters in the City of Lewiston. Total Valid: ----"l,__.l..,..Q_ _ _ _ __ !~11.1llli1'dtf q-"3-/K Date: Signature of Registrar/Deputy Registrar Total Invalid: ~~~~~~~~ PETITION TO AMEND THE CITY OF LEWISTON ZONING AND LAND USE CODE Pursuant to Appendix A, Article XVII, Section 5, Amendments of the City of Lewiston Zoning and Land Use Code, we the undersigned residents of the City of Lewiston, being eighteen (18) years of age or older, do hereby petition the City of Lewiston to establish a contract rezoning of the "Converter Station Parcel", located at 183 Merrill Road (rear) depicted on the June 20, 2019 sketch plan entitled "HVDC Converter Substation Site," attached hereto as Exhibit A, to allow for the construction and operation of a converter station for the New England Clean Energy Connect project, as more particularly described in Exhibit B hereto. SIGNATURE PRINTED NAME PHYSICAL STREET ADDRESS (No PO Boxes) I 1. J ~ 2 . .J 3. o/7-tf?~ 'i'Z. 4. "')' ri,tt)(,1 ~ ~ 6. 7. j/., .. ~ l/Wlr1Arl ~, - ~ ~ ""' I'.. ·~ ~ 10. 11. 12. 13. 14. 15. ./ / / / ~/ v / / 18. 19. / / / / ~/ ~ " 1' ~ / / . 17. / / v 9. 16. ~-12-/C, / 8. 20. .-g 0-1./ p q- 5. '). 1 S .PtJ FoA- ../) c> '/ ~'v./ R'--/). .. )9 li?A., J)1-P1z:..-rA6 (l.,, l ~:-/ {)71)4 DATE ~ ~ / ~ ""',..~ ~ CIRCULATOR'S VERIFICATION I hereby certify that I am the Circulator of this petition, that all the signatures to this petition were made in my presence, and to the best of my knowledge and belief, each signature is that of the person it purports to be, and each person is a resident of the City of Lewiston. Printed Name of Circulator Signature of Circulator Date REGISTRAR'S CERTIFICATION I hereby certify and verify that the names of all of the petitioners listed as valid appear on the voting list as registered voters in the City of ~~ Total Valid: n~ CX Total Invalid:_ _+{fl ~\_____ '-.!/ ; JIwiJ,t Signature of Registrar/Deputy Registrar ILiiJI: ~ Date: rAd11 EXHIBIT A ?a n/F 9' CENTRAL MA NE CEIMPANY n/F 3761/1304 10 23, 2005 REINNIE N. CHAREST ecem eh CAREIL CHAREST "e'erence 4298/ 0 6803/814 June 22, 8006 Lewls?ton Map 136 Lot 3 n/F GEEIRGE P. SCHEITT 3580/2349 Aprll 18, 1996 Greene Map 2 Lot '55 Exhibit A CONVERTER STATION PARCEL JFM No. 2 CORP 7379/349 MARCH 5, 2008 LEWISTON MAP 136 LOT 8 CENTRAL MAINE POWER COMPANY 3761 /304 December 23, 2005 408/280 November 7, 1930 VERNON L. HODCKIN. Jr. JANICE HODCKIN 1718/055 May 1, 1984 Lewiston Map 136 Lot 7 PROPERTY LINE LIIMIT OF SUBSTATION PAD FENCING CENTRAL MAINE POWER COMPANY CLEARING LIMITS LINDAJ. LETOURNEAU 747/339 March 7, 1997 Lewiston Map 137 Lot 15 other land of: LOUIS C. PERRON ROBERTA M. PERRON 1745/003 July 26,1984 Lewiston Map 138 Lot 35 CENTRAL MAINE POWER COMPANY CONCEPTUAL ONLY NOT FOR CONSTRUCTION NOTE: PDF PLANS DO NOT PLOT TO SCALE ON INCOMPATIBLE PRINTERS retained land of: LOUIS c. PERRON ROBERTA M. PERRON 2159/240 September 23, 1987 Lewiston Map 138 Lot 34 CENTRAL MAINE POWER AUGUSTA, MAINE HVDC CONVERTER SUBSTATION SITE LEWISTON, MAINE SCALE: 1" 100' BY: RAC CMP 06/20/2019 EXHIBIT EXHIBITB THE CITY OF LEWISTON HEREBY ORDAINS: Appendix A of the Code of Ordinances of the City of Lewiston, Maine is hereby amended to add a contract zone overlay to the Medium Density Residential (MDR) zone that applies only to the "Converter Station Parcel" depicted on the June 20, 2019 sketch plan entitled "HVDC Converter Substation Site," attached hereto as Exhibit A, to allow for the construction and operation of a DC power to AC power converter station for the New England Clean Energy Connect (NECEC) transmission line project. Within the overlay zone all underlying standards of the MDR, as they may be amended from time to time, continue to apply, except for the following: • Appendix A, Art. XI, Sec. 23, Space and Bulk Table, Maximum height, MDR, is 80 feet for utility buildings. • Appendix A, Art. XI, Sec. 23 , Space and Bulk Table, Minimum frontage, MDR, is zero. ++++++++++++++ REASONS FOR THE PROPOSED AMENDMENT The reason for the proposed amendment is to allow construction and operation of a new+/320kV DC power to 345kV AC power 1,200 MW converter station (the Merrill Road Converter Station) as part of the NECEC Project. A sketch of the Converter Station property, as proposed, is attached hereto as Exhibit A. CMP's deed to the property, dated April 9, 2018, is attached hereto as Exhibit C. Background The NECEC Project is a high voltage direct current (HVDC) transmission line and related facilities that will be capable of delivering up to 1,200 megawatts of renewably generated (i.e., reservoir hydropower) electricity from the Canadian border to the ISO-New England (ISO-NE) electric grid. Central Maine Power Company (CMP) proposed the Project in response to the March 31 , 2017 Request for Proposals for Long-Term Contracts for Clean Energy Projects (RFP) issued by the Massachusetts Department of Energy Resources and the Electric Distribution Companies of Massachusetts. The Project has been selected as the winning bidder in the RFP solicitation and the associated NECEC long-term agreements have been signed and submitted for regulatory approval. CMP is the developer of the Maine transmission and associated substation portions of the Project, which includes several critical components in Lewiston: Segments l, 2, and 3 • 145.3 miles of new +/-320kV HVDC transmission line from the Canadian border to the new Merrill Road Converter Station in Lewiston; • 1.2 miles of new 345kV transmission line from the Merrill Road Converter Station to the existing Larrabee Road Substation in Lewiston; {W7315740.1) 1 • • • Partial rebuild of 0.8 mile of 34.5kV transmission line Section 72 outside of the Larrabee Road Substation to make room in the corridor for the above 1.2-mile 345kV transmission line; The Merrill Road Converter Station; and A new 345kV transmission line terminal at the existing Larrabee Road Substation. Segment 4 • New 345kV +/-200MVAR STATCOM (a voltage support device) at a new Fickett Road Substation in Pownal; • New 0.3-mile 345kV AC transmission line from the existing Surowiec Substation in Pownal to the new Fickett Road Substation in Pownal; • Rebuild of 16.1 miles of 115kV Section 64 AC transmission line from the existing Larrabee Road Substation in Lewiston to the existing Surowiec Substation in Pownal; and • Rebuild of 9.3 miles ofl 15kV Section 62 AC transmission line from the existing Crowley Road Substation in Lewiston to the existing Surowiec Substation in Pownal. Segment 5 • New 26.5-mile 345kV AC transmission line from the existing Coopers Mills Substation in Windsor to the existing Maine Yankee Substation in Wiscasset; • Partial rebuild of 0.3 mile of 345kV Section 3025 transmission line between Larrabee Road Substation in Lewiston and Coopers Mills Substation in Windsor; • Partial rebuild of 0.8 mile of 345kV Section 392 transmission line between Maine Yankee Substation in Wiscasset and Coopers Mills Substation in Windsor; and • Partial rebuild of 0.8 mile each of 115kV Sections 60 and 88 outside of Coopers Mills Substation in Windsor. ' Other Components • Additional equipment will be installed, and additional upgrades will be made, at Larrabee Road Substation in Lewiston, Crowley's Substation in Lewiston, Surowiec Substation in Pownal, Raven Farm Substation in Cumberland, Coopers Mills Substation in Windsor, and Maine Yankee Substation in Wiscasset. The Project is on schedule to achieve its December 13, 2022 commercial operation date. Benefits to Lewiston The NECEC will provide increased municipal tax revenues to communities in which the Project is sited, including to Lewiston, where CMP proposes to construct the Merrill Road Converter Station. These new revenues will be a substantial benefit for Lewiston. The estimated property tax revenues for the City of Lewiston alone will be approximately $8.39 million annually, beginning in 2023. This revenue injection will better allow Lewiston to address the needs of its residents, including those who need social services support from the City. Importantly, the NECEC will provide this benefit without requiring a corresponding increase in the tax rate, and may even permit the City to lower a state adjusted tax rate of, as of February 2019, $23.66, which was approximately 57% higher than the statewide rate of $15.06. This economic benefit (W7315740.l) 2 to the City of Lewiston and its residents is accomplished at no cost to the City (i.e., the NECEC Project will not increase the need for municipal services such as police, emergency, or educational) and at no cost to any neighboring community or to the State of Maine. Lewiston will be a focus of Project construction activity, resulting in new jobs for the City and its residents. The NECEC is forecasted to generate, on average, over 1,600 direct, indirect, and induced Maine jobs each year during the six-year development and construction period (20172022).1 Over 850 of these jobs are direct jobs, and the remaining 750+ jobs will be indirect and induced. The projected annual average of jobs to be added during the initial operations period, from 2023-2037, will be 291. Lewiston will benefit by gaining a proportional share of these new jobs, which are steady, good-paying jobs that will lead to additional spending within the community. The City's need for reliable and affordable electric energy will not diminish, and will likely increase as Lewiston strives to promote responsible economic development that will benefit its residents in the years to come. Such increasing need comes at a correspondingly substantial cost, especially in the New England region where the average price per kilowatt hour in December 2018 was higher than that of any other region of the country. The NECEC will facilitate the transmission of up to 1,200 MW of clean hydropower generation to the New England transmission grid for forty years, and will help to lower electricity costs. The estimated 15-year net present value of the savings in the electricity market for Maine' s retail electricity customers is $119 million, in 2023 dollars. This translates to $13 million of benefits (in nominal dollars) per year for retail electricity customers in Maine. Importantly, the NECEC's transmission of additional clean hydropower generation will also help to offset anticipated retirements of existing gas, nuclear, and oil-fired generators in Maine and the region that might otherwise increase generation costs and, by extension, electricity rates. In a stipulation filed with the Maine Public Utilities Commission (PUC), CMP made several commitments to facilitate broadband internet expansion in communities that host the NECEC HVDC transmission line and associated upgrades. Broadband expansion is an important factor in economic and business development in Lewiston and throughout Western Maine. Under the terms of the Stipulation, CMP is required to include the necessary facilities and equipment to provide additional fiber optic capacity on the NECEC HVDC line and to construct the necessary fiber optic infrastructure to provide access to this fiber optic capacity at major road crossings or other appropriate access points along the NECEC project route. Additionally, Hydro-Quebec has committed to funding a $10 million NECEC Broadband Fund that will be used to provide grants to support the implementation and maintenance of high speed broadband infrastructure in the host communities through which the NECEC transmission facilities run. As Lewiston is a host community for the HVDC line, Lewiston will also benefit from the additional broadband infrastructure and will potentially benefit from grant funding to make the broadband infrastructure available to low income residents. High speed internet access is not only an important amenity for current and future residents, it is also a significant factor in retaining and 1 Direct jobs are related to the specific industry, while indirect jobs are those that support the industry. Induced jobs are those that are a result of direct/indirect employee's spending money in the community. {W7315740.l} 3 growing existing businesses, attracting new businesses to the area, and encouraging start-ups. The potential for better service by way of an added Montreal broadband connection is also important as paii of a comprehensive economic development program in a changing economy. Need/or the Proposed Contract Zone Amendment The maximum building height in the MDR zone is 35 feet. The Merrill Road Converter Station, however, must be constructed to a height of approximately 70 feet, and CMP is requesting that the allowable height be 80 feet to ensure that the final Converter Station measurements will not exceed the height limit. In addition, the minimum street frontage for lots in the MDR zone is 100 feet for "other uses." The Converter Station lot, however, does not have any street frontage, and will be accessed via a private drive from Main Street I Route 202. Although the Converter Station lot abuts the existing CMP transmission line corridor, which has street frontage, the PUC is requiring CMP to transfer the NECEC properties to a CMP-related entity, so the Converter Station lot cannot attain the required frontage by being merged into the CMP transmission line corridor. Thus, CMP is requesting that the Converter Station lot not require any street frontage. The Merrill Road Converter Station will require development review and approval from the City, after approval of this proposed contract zone agreement. Note also that the NECEC transmission line poles, frames, and lightning masts will exceed 35 feet in height, but that the City has previously taken the position that the "maximum height" line in the Space and Bulk Table (Appendix A, Art. XI, Sec. 23) does not apply to such non-building utility structures. The term "height of building" refers to "building or structure," but in the context of electric transmission line poles and associated structures the word "structure" refers to the definition of "utility structures." That term includes only buildings, not other structures such as poles. CMP requests that the City provide written confirmation of this interpretation so that no ordinance amendment is needed to accommodate the required pole heights . CONFORMANCE WITH THE COMPREHENSIVE PLAN The proposed contract zone agreement is in conformance with the City's Comprehensive Plan, as demonstrated by the following excerpts from the 2017 Legacy Lewiston Comprehensive Plan: • Page 111 : "Work is needed to improve [broadband internet] connectivity in the city in an effort to improve the quality of life for its residents and advance economic growth." • Page 116: "Promote a healthful and sustainable business environment by investing actively in efficient infrastructure, providing favorable incentives, and building a community that is attractive to employers and their workers ..... Investment and recruitment initiatives should realize 'triple bottom-line' benefits for City residents by seeking to improve the tax base, promote economic vitality for local businesses, and increase access to employment opportunities and living wage jobs within the City." • Page 164: "Lewiston must build on its growing momentum to actively invite new investment and create the critical mass of economic energy needed to launch the City into a new era of growth and productivity." {W7315740.l} 4 There is nothing in the City's Comprehensive Plan that is inconsistent with the proposed contract zone agreement. In addition, the contract zone overlay area will be consistent with the existing and permitted uses within the original MDR district. The contract zone overlay land will be adjacent to the existing CMP transmission line corridor, and 1.2 miles from the existing Larrabee Road Substation, also located in the MDR district. Power transmission lines, substations, and other public utility uses are permitted as conditional uses in the MDR district. The majority of uses in the MDR district, however, and the primary uses permitted in the MDR district, are residential dwellings of various types. The Converter Station will be a good neighbor that is compatible with those uses. The Converter Station will have the following attributes of a good neighbor, in addition to those discussed previously: • Quiet • No other uses on the 20-acre property • Well-maintained property • No signs • Very few visitors • Low light levels at night • No garbage • No vehicle storage • Does not require extra municipal services Thus, the converter station will be consistent with existing and permitted uses in the MDR. PROPOSED WRITTEN CONTRACT CMP requests that the City enter into the contract attached hereto as Exhibit D, by which, in consideration of the contract zone overlay of said property, certain conditions or restrictions not imposed on other similarly zoned properties will be imposed. CMP hereby submits this proposal as of the / ,J.. 7]/d ay of By: Name: (W7315740.l) !/ GtS.R/<.V Y Mttf.Af3 ! L£ 5 AV Gv~ T , 2019. EXHIBIT EXHIBIT C Bk 9817 P972 04 - 09 - 2018 @ ~5411 03:38P WARRANTY DEED Louis C. Perron and Roberta M. Perron, of Lewiston, County of Androscoggin, State of Maine, whose mailing address 183 Merrill Road, Lewiston, Maine 04240 for good and valuable consideration, GRANT to Central Maine Power Company, a corporation organized under the laws of the State of Maine, with a principal office in Augusta, Maine and whose mailing address is 83 Edison Drive, Augusta, Maine 04336, its successors and assigns forever, with WARRANTY COVENANTS, a certain lot or parcel of land situated in the City of Lewiston, County of Androscoggin, State of Maine, being more particularly bounded and described as follows: (SEE EXHIBIT A ATTACHED HERETO) and with QUITCLAIM COVENANT, wo ~<::( a certain triangular shaped lot or parcel ofland situated in the City of Lewiston, County of Androscoggin, State of Maine, being more particularly bounded and described as follows: 1-- a.; ~~ ... I I EXHIBIT A A certain lot or parcel of land, situated in the City of Lewiston, County of Androscoggin and State of Maine, and being further bounded and described as follows: Beginning at a 5/8" iron rebar with survey cap #2318 to be set on the southwesterly municipal boundary by and between The City of Lewiston and the Town of Greene at a point located at the northwesterly comer of land conveyed to Louis C. Perron and Robe1ia M. Perron by a deed dated July 26, 1984 and recorded in the Androscoggin County Registry of Deeds in Book 1745, Page 003 , said point of beginning being N 55°-08'27"W a distance of 27.78 feet from a 5/8" iron rebar with survey cap #2259 set on the City of Lewiston and the Town of Greene municipal boundary; Thence, southwesterly on a course of S 36°-46' -19" W along the southwesterly line of land of Perron a distance of nine hundred seventy-six and zero hundredths (976.00) feet to a 5/8" iron rebar with survey cap #23 18 to be set; Thence, northwesterly on a course ofN 59°-26 ' -38" W through land conveyed to Louis C. Perron and Robeita M. Perron by a deed dated September 23, 1987 and recorded in the Androscoggin County Registry of Deeds in Book 2159, Page 240, a distance of seven hundred forty-five and foiiy hundredths (745 .40) feet to a point located on the easterly line of land of Central Maine Power Company, as described in a deed of conveyance dated December 31, 1930 and recorded in the Androscoggin County Registry of Deeds in Book 407, Page 663 and reference to a deed of merger dated December 23, 2005 and recorded in the Androscoggin County Registry of Deeds in Book 3761 , Page 304 and to a deed dated November 14, 1930 and recorded in the Androscoggin County Registry of Deeds in Book 407, Page 526; Thence, northerly on a course ofN 22°-59'-06" E along the easterly line ofland of Central Maine Power Company a distance of nine twenty-nine and four hundredths (929.04) feet to a point located on the northwesterly line of LOT 79 of the City of Lewiston; Thence, northeasterly on a course ofN 38°-00'-54" E along the nmthwesterly line of LOT 79 a distance of one hundred twenty-two and forty-one hundredths (122.41) feet to a point located on the southwesterly municipal boundary by and between The City of Lewiston and the Town of Greene; Thence, southeasterly on a course of S 55°-08'-27" E along said southwesterly municipal boundary, being the southwesterly line of land of George P. Schott as described in a deed dated April 12, 1996 and recorded in the Androscoggin County Registry of Deeds in Book 3580, Page 349, a distance of nine hundred sixty and twenty-nine hundredths (960.29) feet to the point and place of beginning. Containing 20.01 acres of land, more or less. Bearings are based on a GPS Observation of Grid N01th. The parcel herein conveyed and described above to include so much of the Grantor's land, if any, described in said deed recorded in the Androscoggin County Registry of Deeds in Book 1745, EXHIBITB (Triangular Parcel) The Grantor also hereby conveys the following premises with quitclaim covenant only: A certain lot or parcel of land, situated in the City of Lewiston, County of Androscoggin, State of Maine, bounded and described as follows: Beginning on the southwesterly municipal boundary by and between The City of Lewiston and the Town of Greene at a point located on the easterly line of land of Central Maine Power Company, as described in a deed of conveyance dated December 31, 1930 and recorded in the Androscoggin County Registry of Deeds in Book 407, Page 663 and reference to a deed of merger dated December 23, 2005 and recorded in the Androscoggin County Registry of Deeds in Book 3761, Page 304 and to a deed dated November 5, 1930 and recorded in the Androscoggin County Registry of Deeds in Book 408, Page 280, being the southwesterly line of land conveyed to George P. Schott by a deed dated April 12, 1996 and recorded in the Androscoggin County Registry of Deeds in Book 3580, Page 349; Thence, southeasterly on a course of S 55°-08 ' -27" E along the southwesterly municipal boundary, being the southwesterly line of land of said Schott a distance of thirty-two and fo1tyfour hundredths (32.44) feet to a point located on the northwesterly comer of LOT 79 of the City of Lewiston; Thence, southwesterly on a course of S 38°-00'-54" W along the n01thwesterly line of LOT 79 a distance of one hundred twenty-two and forty-one hundredths (122.41) feet to a point located on the easterly line of land of Central Maine Power Company (408/280); Thence, no1therly on a course ofN 22°-59'-06" E along the easterly line of land of Central Maine Power Company a distance of one hundred twenty-four and ninety hundredths (124.90) feet to the point and place of beginning. Containing 1,982.40 square feet (0.046 acres). Bearings are based on a GPS Observation of Grid N01th. Further reference is made to the Boundary Survey entitled "Penon Parcel" prepared by Sackett & Brake, Inc. dated June 12, 2017 to be recorded herewith. O:\MLJ\TITLES\FIRSTAM\CMP\Lewiston\Warranty Deed_rev SJJ 4-9-18.doc Page 003. Fmther reference is made to the Boundary Survey entitled "Pe1rnn Parcel" prepared by Sackett & Brake, Inc. dated June 12, 2017 to be recorded herewith. Grantee, by acceptance of this conveyance, covenants and agrees with Grantor, their heirs and assigns, that Grantee will not constrnct and locate a pe1manent access road from the Merrill Road to the herein conveyed premises over or across that part of Grantee's land abutting Grantor's remaining land lying within the below described area: Beginning on the north line of Merrill Road at the southwest comer of Grantor's now remaining land as described in a deed to Granter dated September 23, 1987 and recorded in the Androscoggin County Registry of Deeds in Book 2159, Page 240 and the southeast corner of Grantee's 400-foot-wide transmission line corridor designated Sections 200 and 25 1; thence northerly along the common line between Granter and Grantee a distance of 750 feet; thence westerly across land of Grantee at a right angle a distance of 250 feet; thence southerly on a line parallel and 250 feet westerly of the common line between Grantor and Grantee a distance of 705 feet, more or less, to the northerly line of Merrill Road; thence easterly along the n01therly line of MetTill Road a distance of255 feet, more or less, to the point of beginning. The aforesaid restriction is intended to benefit the now remaining abutting land of Granter described above. ANDROSCOGGIN COUNTY TINA MCHOUINARD REGISTER OF DEEDS EXHIBIT EXHIBIT D CONTRACT ZONE AGREEMENT BETWEEN CITY OF LEWISTON AND CENTRAL MAINE POWER COMPANY AGREEMENT made this ____ day of ______________, 2019 by and between the CITY OF LEWISTON, a body corporate and politic, located in Androscoggin County and State of Maine (hereinafter the “CITY”) and CENTRAL MAINE POWER COMPANY, a Maine corporation (hereinafter “CMP”). WITNESSETH WHEREAS, CMP has proposed the construction and operation of the New England Clean Energy Connect (NECEC) transmission line project, a high voltage direct current (HVDC) transmission line and related facilities that will be capable of delivering up to 1,200 megawatts of renewably generated electricity from the Canadian border to the ISO-New England (ISO-NE) electric grid; WHEREAS, as part of the NECEC Project CMP has proposed the construction and operation of a converter station north of Merrill Road in the CITY (the “Merrill Road Converter Station”) on a portion of Tax Map 138 Lot 34, as described in a deed from Louis C. Perron and Roberta M. Perron to CMP, dated April 9, 2018, and recorded in the Androscoggin County Registry of Deeds at Book 9817, Page 72 (the “PROPERTY”); WHEREAS, the CITY will benefit from construction and operation of the NECEC, including the Merrill Road Converter Station; {W7291359.1} WHEREAS, the Merrill Road Converter Station is located in the Medium Density Residential (MDR) zoning district, in which the maximum building height is 35 feet and the minimum street frontage is 100 feet for “other uses”; WHEREAS, the Merrill Road Converter Station must be constructed to a height of approximately 70 feet, and CMP is requesting that the allowable height be 80 feet to ensure that the final Converter Station measurements will not exceed the height limit; WHEREAS, the PROPERTY does not have any street frontage, and will be accessed via a private drive from Main Street / Route 202, and CMP is requesting that the PROPERTY not require any street frontage; WHEREAS, the CITY by and through its City Council has determined that said rezoning would be and is pursuant to and consistent with the CITY’S comprehensive land use plan and consistent with the existing and permitted uses in the MDR zone; and WHEREAS, the CITY has determined that because of the unusual nature and unique location of the proposed development it is necessary and appropriate to impose by agreement the following conditions and restrictions that relate only to the physical development or operation of the PROPERTY in order to ensure that the rezoning is consistent with the CITY’S comprehensive land use plan; and WHEREAS, the CITY authorized the execution of this Agreement on ____________, 2019; NOW, THEREFORE, in consideration of the mutual promises made by each party to the other, the parties covenant and agree as follows: 1. Property Use. CMP shall be establish and maintain the Converter Station on the PROPERTY. {W7291359.1} 2 2. Dimensional Requirements. The PROPERTY shall comply with the dimensional requirements of the MDR zone, with the following exceptions: a. Maximum building height: Appendix A, Art. XI, Sec. 23, Space and Bulk Table, Maximum height, MDR, is 80 feet for utility buildings. b. Minimum street frontage: Appendix A, Art. XI, Sec. 23, Space and Bulk Table, Minimum frontage, MDR, is zero. The above stated restrictions, provisions, and conditions are an essential part of the rezoning, shall run with the PROPERTY, shall bind and benefit CMP, its successors and assigns, and any party in possession or occupancy of said PROPERTY or any part thereof, and shall inure to the benefit of and be enforceable by the CITY, by and through its duly authorized representatives. CMP shall file a copy of this AGREEMENT in the Androscoggin County Registry of Deeds, along with a reference to the Book and Page locations of the deeds for the PROPERTY, within thirty days following final approval of this contract zone agreement by the CITY. If any of the restrictions, provisions, conditions, or portions thereof set forth herein is for any reason held invalid or unconstitutional by any court of competent jurisdiction, such portion shall be deemed as a separate, distinct, and independent provision and such determination shall not affect the validity of the remaining portions hereof. Except as expressly modified herein, the development, use, and occupancy of the subject premises shall be governed by and comply with the provisions of the Zoning and Land Use Code of the City of Lewiston (including the MDR zoning district) and any applicable amendments thereto or replacement thereof. In the event that CMP or any successor fails to continue to utilize the PROPERTY in accordance with this AGREEMENT, or in the event of a breach of any {W7291359.1} 3 condition(s) set forth in this AGREEMENT, the Planning Board shall have the authority, after hearing, to resolve the issue resulting in the breach. WITNESS: CITY OF LEWISTON ________________________________ By_________________________________ Edward A. Barrett City Administrator WITNESS: CENTRAL MAINE POWER COMPANY ________________________________ By_________________________________ STATE OF MAINE ANDROSCOGGIN, ss. Date: __________________________, 2019 Personally appeared before me the above-named Edward A. Barrett, in his capacity as City Administrator, and acknowledged the foregoing instrument to be his free act and deed in his said capacity and the free act and deed of the City of Lewiston. Before me, ____________________________________ Notary Public/Attorney at Law STATE OF MAINE KENNEBEC, ss. Date: __________________________, 2019 Personally appeared before me the above-named __________________, in his said capacity, and acknowledged the foregoing instrument to be his free act and deed in his said capacity and the free act and deed of Central Maine Power Company. Before me, ____________________________________ Notary Public/Attorney at Law {W7291359.1} 4