WQ0030906_Application (FTSE)_20191015

Permit Number WQ0030906
Program Category
Non -discharge
Permit Type
Gravity Sewer Extension, Pump Stations, & Pressure Sewer Extensions
Primary Reviewer
dean.hunkele
Coastal SWRuIe
Permitted Flow
59,132
Facility
Central Files: APS _ SWP
9/23/2019
Permit Tracking Slip
Status
Project Type
In review
Major modification
Version
Permit Classification
B
Individual
Permit Contact Affiliation
Facility Name Major/Minor Region
Gateway Plaza Private Gravity Sewer Minor Wilmington
Location Address County
Ponder
Owner
Owner Name
Surf City Gateway Community Association Inc
Facility Contact Affiliation
Owner Type
Non -Government
Owner Affiliation
Mohamad Arty
150 Gateway Condos Dr
Dates/Events Surf City NC 28445
Scheduled
Ong Issue App Received Draft Initiated Issuance Public Notice Issue Effective Expiration
11/9/2006 9/19/2019
Regulated Activities Requested /Received Events
Condominium Additional information requested

Michael C. Gallant PE, PA
Engineering / Consulting / Design
NC Firm C-1989, AL Firm CA - 4338— E
NC Reg. No. - 25572, AL Reg. No. - 31178
Dean Hunkele
Senior Environmental Specialist
Surface Water Protection
NCDENR-DWO, WiRO
127 Cardinal Drive
Wilmington, NC 28403
Re: Topsail landing Phase II
August 27, 2019
Dean,
Please find attached a fast track application package for the Hampstead Station Outparcel B
project. This package includes the application fee and two copies of:
• Two copies of application form FTA 04-16.
• Two sets of an application for a name change/permit transfer.
• Two sets of the utility master plan.
• Two copies of the USE for the project.
• Covenants and associated documentation for the permit transfer.
• The application fee of $480.
Please let the following serve as a brief narrative for the project:
This project is to serve the last two buildings of the Topsail Landing subdivision in Surf City, NC.
The project is located directly behind Gateway Plaza at the corner of NC Hwy 210/50 and Belt Rd.
The plans show extending the existing gravity sewer to the two new buildings via two 6" lines
that will serve as a common drains for each building. The actual infrastructure to be constructed is
minimal.
The larger issue with this project has been getting the permit transfer documents in order.
Fortunately this task has been completed and this package can now be submitted.
The USE for this project was completed when the original design work was done. The applicant
has paid their fees to the town so the allocation should not have changed.
If you have any questions please feel free to call me at 910.448.1046.
Sinheely,
Michael C. Gallant, PE
[e-mail]
tel [phone]
P.O. Box 4039
Surf City, NC 28445
rx"CEIVE
5EP 19 2019
BY-

Division of Water Resources
State of North Carolina
Department of Environmental Quality
Division of Water Resources
15A NCAC 02T .0300 — FAST TRACK SEWER SYSTEM EXTENSION APPLICATION
FTA 04-16 & SUPPORTING DOCUMENTATION
Application Number:
(to be completed by DWR)
All items must be completed or the application will be returned
I. APPLICANT INFORMATION:
1. Applicant's name: Topsail Landing Sewer System, LLC. (company, municipality, HOA, utility, etc.)
2. Applicant type: ❑ Individual ® Corporation ❑ General Partnership ❑ Privately -Owned Public Utility
❑ Federal ❑ State/County ❑ Municipal ❑ Other
3. Signature authority's name: Chris Dunbar per 15A NCAC 02T .0106(b)
Title: Manager
4. Applicant's mailing address: 5826 Samet Dr Suite 105
City: high Point State: NC Zip:-W 2 —
5. Applicant's contact information:
Phone number: 336) 889-1500 Email Address: cdunbar(&,blueridizecompanies.com
II. PROJECT INFORMATION:
1. Project name: Topsail Landing Phase II
2. Application/Project status: ❑ Proposed (New Permit) ® Existing Permit/ProjectIf a modification, provide the existing permit number: WQ00 v0and issued date: (k--q-a4Q6 C-14 3 -W- dp
If new construction but part of a master plan, provide the existing permit number: WQ0030906
3. County where project is located: Pender
4. Approximate Coordinates (Decimal Degrees): Latitude: 34.450204' Longitude:-77.560350'
5. Parcel ID (if applicable): 4235-47-0903-0000
(or Parcel ID to closest downstream sewer)
III. CONSULTANT INFORMATION:
1. Professional Engineer: Michael C. Gallant, PE License Number: 25572
Firm: Michael C. Gallant, PE, PA
Mailing address: PO Box 4039
City: Surf Citv State: NC Zip: 28445-
Phone number: [phone] Email Address: gallantmc(rdvahoo.com
IV. WASTEWATER TREATMENT FACILITY (WWTF) INFORMATION:
1. Facility Name: Town Of Surf Citv Permit Number: W00000795
Owner Name: Town of Surf City
V. RECEIVING DOWNSTREAM SEWER INFORMATION (if different than WWTF):
1. Permit Number(s): W00030906 Downstream (Receiving) Sewer Size: 8 inch
System Wide Collection System Permit Number(s) (if applicable): WQCS_
Owner Name(s): Surf City Gateway Community Association, Inc.
FORM: FTA 04-16 Page 1 of 5

VI. GENERAL REQUIREMENTS
1. If the Applicant is a Privately -Owned Public Utility, has a Certificate of Public Convenience and Necessity been attached?
❑ Yes ❑No ®N/A
2. If the Applicant is a Developer of lots to be sold, has a Developer's Operational Agreement (FORM: DEV) been attached?
[-]Yes [-]No ®N/A
3. If the Applicant is a Home/Pronertv Owners' Association, has an Operational Agreement (FORM: HOA) been attached?
® Yes ❑No ❑N/A
4. Origin of wastewater: (check all that apply):
❑ Residential Owned ❑ Retail (stores, centers, malls) ❑ Car Wash
® Residential Leased ❑ Retail with food preparation/service ❑ Hotel and/or Motels
❑ School / preschool / day care ❑ Medical / dental / veterinary facilities ❑ Swimming Pool /Clubhouse
❑ Food and drink facilities ❑ Church ❑ Swimming Pool/Filter Backwash
❑ Businesses / offices / factories ❑ Nursing Home ❑ Other (Explain in Attachment)
5. Nature of wastewater: 100 % Domestic/Commercial % Commercial
_ % Industrial (See 15A NCAC 02T .0103(20))
L---->Is there a Pretreatment Program in effect? ❑ Yes ❑ No
6. Hasa flow reduction been approved under 15A NCAC 02T .0114(f)? ❑ Yes ® No
➢ If yes, provide a copy of flow reduction approval letter
7. Summarize wastewater generated by project:
Establishment Type (see 02T.0114(f))
Daily Design Flow R,b
No. of Units
Flow
3 Bdr Condominiums
360 gal/unit
56
20,160 GPD
gal/
GPD
gal/
GPD
gal/
GPD
gal/
GPD
gal/
GPD
Total
20,160 GPD
a See 15A NCAC 02T .0114(b), (d), (e)(1) and (e)(2) for caveats to wastewater design flow rates (i.e., minimum flow per
dwelling; proposed unknown non-residential development uses; public access facilities located near high public use areas;
and residential property located south or east of the Atlantic Intracoastal Waterway to be used as vacation rentals as defined
in G.S. 42A-4).
b Per 15A NCAC 02T .0114(c), design flow rates for establishments not identified [in table 15A NCAC 02T.01141 shall be
determined using available flow data, water using fixtures, occupancy or operation patterns, and other measured data.
8. Wastewater generated by project: 20 160 GPD (per 15A NCAC 02T .0114)
➢ Do not include future flows or previously permitted allocations
If permitted flow is zero, indicate why:
❑ Pump Station or Gravity Sewer where flow will be permitted in subsequent permits that connect to this line
❑ Flow has already been allocated in Permit Number:
❑ Rehabilitation or replacement of existing sewer with no new flow expected
❑ Other (Explain):
FORM: FTA 04-16 Page 2 of 5

VII. GRAVITY SEWER DESIGN CRITERIA (If Applicable) - 02T .0305 & MDC (Gravity Sewers):
1. Summarize gravity sewer to be permitted:
Size (inches) Length (feet) Material
6 178 DIP
➢ Section II & III of the MDC for Permitting of Gravity Sewers contains information related to design criteria
➢ Section III contains information related to minimum slopes for gravity sewer(s)
➢ Oversizing lines to meet minimum slope requirement is not allowed and a violation of the MDC
VIII. PUMP STATION DESIGN CRITERIA (If Applicable) — 02T .0305 & MDC (Pump Stations/Force Mains):
COMPLETE FOR EACH PUMP STATION INCLUDED IN THIS PROJECT
1. Pump station number or name
2. Approximate Coordinates (Decimal Degrees): Latitude: Longitude: - °
3. Design flow of the pump station: millions gallons per day (firm capacity)
4. Operational point(s) of the pump(s): gallons per minute at feet total dynamic head (TDH)
5. Summarize the force main to be permitted (for this Pump Station):
Size (inches) Length (feet) Material
6. Power reliability in accordance with 15A NCAC 02T .0305(h)(1):
❑ Standby power source or pump with automatic activation and telemetry - 15A NCAC 02T .0305(h)(1)(B):
➢ Required for all pump stations with an average daily flow greater than or equal to 15,000 gallons per day
➢ Must be permanent to facility
Or if the pump station has an average daily flow less than 15,000 gallons per day:
❑ Portable power source with manual activation, quick -connection receptacle and telemetry - 15A NCAC 02T
.0305(h)(1)(C)
or
❑ Portable pumping unit with plugged emergency pump connection and telemetry - 15A NCAC 02T .0305(h)(1)(C):
➢ It shall be demonstrated to the Division that the portable source is owned or contracted by the applicant (draft agreement)
and is compatible with the station.
➢ If the portable power source or pump is dedicated to multiple pump stations, an evaluation of all the pump stations' storage
capacities and the rotation schedule of the portable power source or pump, including travel timeframes, shall be provided
in the case of a multiple station power outage.
FORM: FTA 04-16 Page 3 of 5

IX. SETBACKS & SEPARATIONS — (02B .0200 & 15A NCAC 02T.0305(f)):
1. Does the project comply with all separations found in 15A NCAC 02T.0305(f) & (g)
➢ 15A NCAC 02T.0305(f) contains minimum separations that shall be provided for sewer systems:
❑ Yes [—]No
Setback Parameter*
Separation Required
Storm sewers and other utilities not listed below vertical
24 inches
Water mains vertical -water over sewer including in benched trenches
18 inches
Water mains horizontal
10 feet
Reclaimed water lines vertical - reclaimed over sewer
18 inches
Reclaimed water lines horizontal - reclaimed over sewer
2 feet
**Any private or public water supply source, including any wells, WS-I waters of Class I or
Class II impounded reservoirs used as a source of drinking water
100 feet
**Waters classified WS (except WS-I or WS-V), B, SA, ORW, HQW, or SB from normal
high water or tide elevation and wetlands see item IX.2
50 feet
**Any other stream, lake, impoundment, or ground water lowering and surface drainage
ditches
10 feet
Any building foundation
5 feet
Any basement
10 feet
Top slope of embankment or cuts of 2 feet or more vertical height
10 feet
Drainage systems and interceptor drains
5 feet
Any swimming pools
10 feet
Final earth grade vertical
36 inches
➢ 15A NCAC 02T.0305(g) contains alternatives where separations in 02T.0305(f) cannot be achieved.
➢ **Stream classifications can be identified using the Division's NC Surface Water Classifications webpage
➢ If noncompliance with 02T.0305(f) or (g), see Section X of this application
2. Does the project comply with separation requirements for wetlands? (50 feet of separation) ® Yes ❑ No ❑ N/A
➢ See the Division's draft separation requirements for situations where separation cannot be meet
➢ No variance is required if the alternative design criteria specified is utilized in design and construction
➢ As built documents should reference the location of areas effected
3. Does the project comply with setbacks found in the river basin rules per 15A NCAC 02B .0200? ❑ Yes ❑ No ® N/A
➢ This would include Trout Buffered Streams per 15A NCAC 213.0202
4. Does the project require coverage/authorization under a 404 Nationwide or ❑ Yes ® No
individual permits or 401 Water Quality Certifications?
➢ Information can be obtained from the 401 & Buffer Permitting Branch
5. Does project comply with 15A NCAC 02T.0105(c)(6) (additional permits/certifications)? ® Yes [—]No
Per 15A NCAC 02T.0105(c)(6), directly related environmental permits or certification applications are being prepared, have
been applied for, or have been obtained. Issuance of this permit is contingent on issuance of dependent permits (erosion and
sedimentation control plans, stormwater management plans, etc.).
6. Does this project include any sewer collection lines that are deemed "high -priority?"
Per 15A NCAC 02T.0402, "high -priority sewer" means "any aerial sewer, sewer contacting surface waters, siphon, or sewer
positioned parallel to streambanks that is subject to erosion that undermines or deteriorates the sewer.
❑ Yes ® No ❑ N/A
➢ If yes, include an attachment with details for each line, including type (aerial line, size, material, and location).
High priority lines shall be inspected by the permittee or its representative at least once every six -months and inspections
documented per 15A NCAC 02T.0403(a)(5) or the permitee's individual System -Wide Collection permit.
FORM: FTA 04-16 Page 4 of 5

X. CERTIFICATIONS:
1. Does the submitted system comply with 15A NCAC 02T, the Minimum Design Criteria for the Permitting of Pump Stations
and Force Mains (latest version), and the Gravity Sewer Minimum Design Criteria (latest version) as applicable?
® Yes ❑ No
If No, complete and submit the Variance/Alternative Design Request application (VADC 10-14) and supporting documents for
review. Approval of the request is required prior to submittal of the Fast Track Application and supporting documents.
2. Professional Engineer's Certification:
name from Application Item III.1.)
attest that this application for
has been reviewed by me and is accurate, complete and consistent with the information supplied in the plans, specifications,
engineering calculations, and all other supporting documentation to the best of my knowledge. I further attest that to the best
of my knowledge the proposed design has been prepared in accordance with the applicable regulations, Gravity Sewer
Minimum Design Criteria for Gravity Sewers (latest version), and the Minimum Design Criteria for the Fast -Track Permitting
of Pump Stations and Force Mains (latest version). Although other professionals may have developed certain portions of this
submittal package, inclusion of these materials under my signature and seal signifies that I have reviewed this material and
have judged it to be consistent with the proposed design.
NOTE — In accordance with General Statutes 143-215.6A and 143-215.613, any person who knowingly makes any false
statement, representation, or certification in any application package shall be guilty of a Class 2 misdemeanor, which may
include a fine not to exceed $10,000, as well as civil penalties up to $25,000 per violation.
3. A
ration for
has been reviewed by me and is accurate and complete to the best of my knowledge. I understand that if all required parts of
this application are not completed and that if all required supporting documentation and attachments are not included, this
application package is subject to being returned as incomplete. I understand that any discharge of wastewater from this non -
discharge system to surface waters or the land will result in an immediate enforcement action that may include civil penalties,
injunctive relief, and/or criminal prosecution. I will make no claim against the Division of Water Resources should a condition
of this permit be violated. I also understand that if all required parts of this application package are not completed and that if
all required supporting information and attachments are not included, this application package will be returned to me as
incomplete.
NOTE — In accordance with General Statutes 143-215.6A and 143-215.613, any person who knowingly makes any false
statement, representation, or certification in any application package shall be guilty of a Class 2 misdemeanor, which may
include a fine not to exceed $10,000 as well as civil penalties up to $25,000 per violation.
Signature: ---�✓ Date:
FORM: FTA 04-16 Page 5 of 5

State of North Carolina
Department of Environmental Quality
Division of Water Resources
Flow Tracking/Acceptance for Sewer Extension Applications
(FTSE 04-16)
Entity Requesting Allocation: Topsail Landing Sewer System, LLC
Project Name for which flow is being requested: Topsail Landing Phase II
More than one FTSE may be required for a single project if the owner of the WWTP is not responsible for all pump
stations along the route of the proposed wastewater flow.
I. Complete this section only if you are the owner of the wastewater treatment plant.
a. WWTP Facility Name: Town of Surf City
b. WWTP Facility Permit #: WQ0000795
All flows are in MGD
c. WWTP facility's permitted flow 1.100000
d. Estimated obligated flow not yet tributary to the WWTP
e. WWTP facility's actual avg. flow
f. Total flow for this specific request
g. Total actual and obligated flows to the facility
h. Percent of permitted flow used
0.268138
0.599770
0.02016
0.888068
81%
11. Complete this section for each pump station you are responsible for along the route of this
proposed wastewater flow.
List pump stations located between the project connection
point and the WWTP:
(A)
(B)
(C)
(D)=(B+C)
(E)=(A-D)
Design
Obligated,
Pump Average Daily
Approx.
Not Yet
Total Current
Station Firm Flow**
Current Avg.
Tributary
Flow Plus
(Name or Capacity, * (Firm / pf),
Daily Flow,
Daily Flow,
Obligated
Available
Number) MGD MGD
MGD
MGD
Flow
Capacity***
Mainland
nc 2.500000 1.000000
0.392700
0.268138
0.660838
0.339162
—*—The Firm Capacity of any pump station is defined as the maximum pumped now that
can be achieved with the largest pump taken out of service.
** Design Average Daily Flow is the firm capacity of the pump station divided by a peaking
factor (pf) not less than 2.5.
*** A Planning Assessment Addendum shall be attached for each pump station located
between the project connection point and the WWTP where the Available Capacity is < 0.
Downstream Facility Name (Sewer): Town of Surf City
Downstream Permit Number: WQCS00278
Page 1 of 6
FTSE 04-16

III. Certification Statement:
I Larry Bergman certify to the best of my knowledge that the addition of
the volume of wastewater to be permitted in this project has been evaluated along the route to the
receiving wastewater treatment facility and that the flow from this project is not anticipated to
cause any capacity related sanitary sewer overflows or overburden any downstream pump station
en route to the receiving treatment plant under normal circumstances, given the implementation
of the planned improvements identified in the planning assessment where applicable. This
analysis has been performed in accordance with local established policies and procedures using
the best available data. This certification applies to those items listed above in Sections I and II
plus all attached planning assessment addendums for which I am the responsible party.
Signature of this form indicates acceptance of this wastewater flow.
Signing Official Signature Date
Page 2 of 6
FTSF 04-16

Hunkele, Dean
Desmond Sheridan <[e-mail]>
Wednesday, September 25, 2019 9:27 AM
Hunkele, Dean
[e-mail]; Jim Grdich ([e-mail]); Anne
Shoemaker
RE: [External] WQ0030906 Gateway Plaza (Topsail Landing)
OK thanks for that. On the registered agent — that will be changed to:
Desmond G. Sheridan
804 Green Valley Road, Suite 200
Greensboro, NC 27408
The address for Dunbar is:
ChristopherT. Dunbar
5826 Samet Drive Suite 105 - High Point. NC 27265
I think you were saying below that you will take it from here on the application, but if there's something we need to do, please let me know.
Thanks again for your help with this.
DESMOND G. SHERIDAN, Esq.
[S.A_ACS(>N SHI?It11)AN
804 Green Valley Road, Suite 200
Greensboro, NC 27408
336.609.5135 (direct)
336.275.7626 (main)
336.273.7293 (fax)
[e-mail]
Download veard
From: Hunkele, Dean [mailto:[e-mail]]
Sent: Thursday, September 19, 2019 5:19 PM
To: Desmond Sheridan <[e-mail]>
Cc: [e-mail]; Jim Grdich ([e-mail]) <[e-mail]>; Anne
Shoemaker<[e-mail]>
Subject: RE: [External] WQ0030906 Gateway Plaza (Topsail Landing)

This seems like an odd and roundabout way of handling this, but I can accept Chris Dunbar as a delegated authority to
sign on behalf of the POA. We will modify the existing permit in the POA's name to add the new line & flow for this new
area.
Please note that any issues that arise or actions we take would be against the PDA as the permit holder and not the new
LLC, then I assume this agreement or others would kick in for the LLC to handle it or pay it.
Who is going to be the registered agent & address for the PDA for us and the NC Sec of State (will need to
inform/update them)?
Dean Hunkele
Environmental Specialist II
Water Quality Regional Operations Section
Division of Water Resources
Department of Environmental Quality
910.796.7215 Reception Desk
910.796.7380 Direct
910.350.2004 Fax
Dean. Hu [e-mail]
Wilmington Regional Office
127 Cardinal Drive Ext
Wilmington, NC 28405
http://deg.nc.gov/contact/regional-offices/wilmington
Entail correspondence to and from this address is subject to the North Carolina Public Records Low and may be disclosed to third
parties
The goal of the Fast Track sewer permit program is to issue a permit in no more than 30 business days from receipt of a complete application and if
no additional information has to be requested upon full review. Please use the Department's Permit Application Tracker to determine the official
application receipt date to allow you to estimate a date for issuance and find the reviewer's name. Once issued, the record stays on the site for 30
days.
For previously issued sewer permit info or to check on sewer certification receipt status, please use the Division's Sewer Extension Permit
Tracker. Using the Issue Date on top of the Engineer Certification Form is best way to ensure getting what you want especially for multi -version
permits; using today's date only gives Info on the latest permit version. Confirmation using this method will replace letters and emoils; it is
recommended that confirmation be printed and/or saved.
Links to both trackers can be found on the sewer permitting site here: https://deg.nc.gov/about/divisions/water-resources/water-resources-
perm its/peres/co I lectlon-systems-permits
Subscribe to Collection System Updates listserve to receive automatic alerts for changes to applications, policies, regulations, etc.
From: Desmond Sheridan[mailto:[e-mail]]
Sent: Thursday, September 19, 2019 3:45 PM
To: Hunkele, Dean <[e-mail]>
Cc: [e-mail]; Jim Grdich([e-mail])<jgrdich@bluerideecompan ies.corn>; Anne
Shoemaker<[e-mail]>
Subject: [External] WQ0030906 Gateway Plaza (Topsail Landing)
Thanks for your time today. After talking with the owner and the engineer, it looks like the best course is to do what you
suggested and amend the permit now in the name of Surf City Gateway Community Association, Inc. Surf City Gateway

Community Association, Inc. permanently assigned to Topsail Landing Sewer System, LLC its rights to "deal with the
sanitary sewer system of the Property" in the attached document. Accordingly, the application should be signed by
Topsail Landing Sewer System, LLC on behalf of Surf City Gateway Community Association, Inc. The
signature should be:
Surf City Gateway Community Association, Inc.
By: Topsail Landing Sewer System, LLC, its assignee
M
Does that work for you? Thanks.
DESMOND G. SHEjtIDAN, Esq.
ISAAUSUN SHI,11?1DAN
804 Green Valley Road, Suite 200
Greensboro, NC 27408
336.609.5135 (direct)
336.275.7626 (main)
336.273.7293 (fax)
[e-mail]
Download vCard
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shall have executed and delivered a final agreement. This paragraph supersedes all other conflicting understandings or agreements which
have not been reduced to writing and executed and delivered by the parties, and any language set forth in the attached.

Hunkele, Dean
From: Hunkele, Dean
Sent: Thursday, September 19, 2019 5:19 PM
To: Desmond Sheridan
Cc: [e-mail]; Jim [e-mail]); Anne
Shoemaker
Subject: RE: [External] WQ003O9O6 Gateway Plaza (Topsail Landing)
This seems like an odd and roundabout way of handling this, but I can accept Chris Dunbar as a delegated authority to
sign on behalf of the POA. We will modify the existing permit in the PDA's name to add the new line & flow for this new
area.
Please note that any issues that arise or actions we take would be against the PDA as the permit holder and not the new
LLC, then I assume this agreement or others would kick in for the LLC to handle it or pay it.
Who is going to be the registered agent & address for the PDA for us and the NC Sec of State (will need to
inform/update them)?
Dean Hunkele
Environmental Specialist II
Water Quality Regional Operations Section
Division of Water Resources
Department of Environmental Quality
910.796.7215 Reception Desk
910.796.7380 Direct
910.350.2004 Fax
Dean. H u nkele(@ncd enr.gov
Wilmington Regional Office
127 Cardinal Drive Ext
Wilmington, INC 28405
http://deg.nc.gov/contact/regional-offices/wilmington
Email correspondence to and from this address is subject to the North Carolina Public Records Law and may be disclosed to third
parties
The goal of the Fast Track sewer permit program is to issue a permit in no more than 30 business days from receipt of a complete application and if
no additional information has to be requested upon full review. Please use the Department's Permit Application Tracker to determine the official
application receipt date to allow you to estimate a date for issuance and find the reviewer's name. Once issued, the record stays on the site for 30
days.
For previously issued sewer permit info or to check on sewer certification receipt status, please use the Division's Sewer Extension Permit
Tracker. Using the Issue Date on top of the Engineer Certification Form is best way to ensure getting what you want especially for multi -version
permits; using today's date only gives info on the latest permit version. Confirmation using this method will replace letters and emmis, it is
recommended that confirmation be printed and/orsaved.
Links to both trackers can be found on the sewer permitting site herehttps://deg.nc.gov/about/divisions/water-resources/water-resources-
perm its/peres/co Ilectio n-system s-perm its
Subscribe to Collection System Updates Ilstserve to receive automatic alerts for changes to applications, policies, regulations, etc.

From: Desmond Sheridan [mailto:[e-mail]]
Sent: Thursday, September 19, 2019 3:45 PM
To: Hunkele, Dean <[e-mail]>
Cc: [e-mail]; Jim Grdich ([e-mail])
<[e-mail]>; Anne Shoemaker <[e-mail]>
Subject: [External] WQ0030906 Gateway Plaza (Topsail Landing)
Thanks for your time today. After talking with the owner and the engineer, it looks like the best course
is to do what you suggested and amend the permit now in the name of Surf City Gateway Community
Association, Inc. Surf City Gateway Community Association, Inc. permanently assigned to Topsail
Landing Sewer System, LLC its rights to "deal with the sanitary sewer system of the Property" in the attached document.
Accordingly, the application should be signed by Topsail Landing Sewer System, LLC on behalf of Surf City Gateway
Community Association, Inc. The signature should be:
Surf City Gateway Community Association, Inc.
By: Topsail Landing Sewer System, LLC, its assignee
M
Does that work for you? Thanks.
DESMOND G. SHERIDAN, Esq.
804 Green Valley Road, Suite 200
Greensboro, NC 27408
336.609.5135 (direct)
336.275.7626 (main)
336.273.7293 (fax)
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BK 4666 PG 2398 - 2401 (4) DOC# 20037826
This Document eRecorded: 06/13/2018 02-49-41 PM
Fee: $26.00 DocType: DECL Tax: $0.00
Pender County, North Carolina
Sharon Lear Willoughby, Register of Deeds
Prepared by, recorded at the
request of, and after recorded,
return to:
Desmond G. Sheridan, Esq.
Isaacson Isaacson Sheridan Fountain & Leftwich, LLP
804 Green Valley Road, Suite 200
Greensboro, NC 27408
STATE OF NORTH CAROLINA
COUNTY OF PENDER
DELEGATION AND ASSUMPTION OF RIGHTS UNDER MASTER DECLARATION
THIS DELEGATION AND ASSUMPTION OF RIGHTS UNDER MASTER DECLARATION
(the "Assignment") is made and entered into as of the �^Vday of 11 2018, by and
between Surf City Gateway Community Association, Inc., a North Carolina non-profit
corporation (the "Assignor"), and Topsail Landing Sewer System, LLC, a North Carolina
limited liability company (the "Assignee").
BACKGROUND:
Assignor is the Master Association under the Declaration of Easements, Restrictions and
Covenants of Surf City Gateway Community recorded at Book 3075, Page 88 in the Pender County
Registry (the "Declaration"). Section 8.12 of the Declaration gives the Assignor the authority to
deal with the sewer system for the property and all permits from the NC Division of Water Quality.
Section 7.2 of the Declaration allows the Master Executive Board of Assignor (as Master
Association) to delegate its duties. The Assignor now desires to delegate its duties (including the
right to hold all of the applicable licenses and permits) with respect to the property's sewer system
to Assignee. Assignee desires to accept and assume all of the responsibility of the Master
Association with respect to the sewer system. Capitalized terms used, but not defined herein shall
have the meanings ascribed thereto in the Declaration.
submitted electronically by "Isaacson Isaacson Sheridan Fountain & Leftwich, LLP"
in compliance with North Carolina statutes governing recordable documents
and the terms of the submitter agreement with the render County Register of Deeds.

BK 4666 PG 2399 DOC# 20037826
In consideration of the sum of Ten and No/100 Dollars ($10.00) in hand paid to Assignor
by Assignee, and other good and valuable consideration, the receipt, adequacy and sufficiency of
which are acknowledged by Assignor and Assignee, Assignor and Assignee covenant and agree
as follows:
1. Assignor irrevocably, unconditionally and absolutely assigns, transfers, sets over
and conveys to Assignee all of Assignor's right, title and interest in, to and under Section 8.12 of
the Declaration, as well as all rights to deal with the sanitary sewer system of the Property (the
"Rights").
2. Assignee by execution of this Assignment assumes all of the rights and obligations
related to the Rights arising from and after the date of this Assignment. Assignee shall have the
right to apply for and hold any permits for the sanitary sewer system of the Property.
3. This Assignment will inure to the benefit of and be binding upon Assignor and
Assignee, their respective legal representatives, successors and assigns. This Assignment may be
executed in counterparts, each of which will be deemed an original and all of such counterparts
together will constitute one and the same Assignment. This Assignment will be governed by, and
construed under, the laws of the State of North Carolina.
(SIGNATURES BEGIN ON NEXT PAGE]

BK 4666 PG 2400 DOC# 20037826
Assignor and Assignee have signed and sealed this Assignment as of the day, month and
year written on page one of this Assignment.
ASSIGNOR:
Surf City Gateway Community Association, Inc.,
a North Carolina non-profit corporation
By: (SEAL)
Its:
STATE OF NORTH CAROLINA
COUNTY OF"Pd &tr
I, It' G A. rt-E- g mJ d , a Notary Public of the State and County
aforesaid, do hereby certifydhat rY1ch0&jcLcL of Surf City Gateway
Community Association, Inc., a North Carolina non-profit core ration, personally appeared before
me this day and acknowledged the due execution of the foregoing instrument on behalf of the said
non-profit corporation.
.I
WITNESS my hand and official stamp or seal, this X _ day of MEff eh, 2018
._(SEAL)
A�F
JULIE A FITZGERALD
NOTARY PUBLIC
My Commission Expires: �3. c?o"L2_ PENDER COUNTY, NC
Mr Cam6elon bp"2 23-2on

BK 4666 PG 2401 DOC# 20037826
ASSIGNEE:
Topsail Landing Sewer System, LLC ,
a North Carolina limited liability company
By: (/ QG� w ✓' (SEAL)
Its: Manager
STATE OF NORTH CAROLINA
COUNTY OF L'% I-(k1
1, S • 6-as J�- 1' 1. a Notary Public of the State and County
aforesaid, do hereby certify that V1 of Topsail Landing Sewer
System, LLC, a North Carolina limited liability company,. personally appeared before me this day
and acknowledged the due execution of the foregoing instrument on behalf of the said limited
liability company.
)LCKIL—
WITNESS my hand and official stamp or seal, this I `I' day of h, 201 S.
,IOFFICIAL SEAL
`t N'otary PUb;ic, .North Ca
ro!Ina
6�j COU VTV OF ROCK!NGHAM
AMY J. GASKILL 6 „A"�I (SEAL)
my Ccmxplves _ —
NOTAW PLMLIC
My Commission Expires:

ASSIGNMENT OF DECLARANT'S RIGHTS UNDER
DECLARATION OF EASEMENTS, RESTRICTIONS AND COVENANTS OF SURF
CITY GATEWAY COMMUNITY
PREPARED BY: Murchison, Taylor & Gibson, PLLC
16 North Fifth Avenue
Wilmington, NC 28401
RETURN TO:
STATE OF NORTH CAROLINA
COUNTY OF PENDER
THIS ASSIGNMENT OF DECLARANTS RIGHTS UNDER DECLARATION OF
EASEMENTS, RESTRICTIONS AND COVENANTS OF SURF CITY GATEWAY
COMMUNITY (this "Assignment") is entered into as of this .29M day of
y�tem� d2016, by and between SURF CITY GATEWAY PLAZA, INC.,
a North Carolina corporation ("Assignor'), and BELL ENTERPRISES, INC., a North Carolina
corporation ("Assignee'). These parties shall hereinafter sometimes be referred to collectively as
the "Parties", and individually as a "Party".
WITNESSETH:
WHEREAS, Assignor previously entered into that certain Declaration of Easements,
Restrictions and Covenants of Surf City Gateway Community dated recorded in Book 3075, Page
088, Pender County, North Carolina Registry (as the same may have been further amended or
modified, the "Covenants"), subjecting the land therein described to the Covenants; and
WHEREAS, Assignor has conveyed to Assignee all of Assignor's right, title and interest
in and to its remaining property within the Surf City Gateway Community that is subject to the
148238

Covenants; and
WHEREAS, subject to the terms and conditions set forth herein, Assignor desires to
assign to Assignee, and Assignee desires to assume from Assignor, all of Assignor's rights,
powers, duties and obligations as "Declarant B" or "Declarant" under the Covenants
(collectively, the "Declarant Rights"); and
WHEREAS, Assignor now desires to acknowledge, clarify and establish its assignment to
Assignee of all of the Declarant Rights, and the Assignee desires to acknowledge, clarify and
establish its acceptance of such assignment.
NOW, THEREFORE, in consideration of the mutual covenants herein contained and
other good and valuable consideration, the receipt and legal sufficiency of which are hereby
acknowledged, the Parties hereby agree as follows:
I. RECITALS. The foregoing recitals shall constitute an integral part of this
Assignment, and this Assignment shall be construed in light thereof.
2. CAPITALIZED TERMS. Unless otherwise defined herein, all capitalized terms
shall have the same meaning ascribed to them in the Covenants.
3. ASSIGNMENT AND ASSUMPTION. Assignor hereby assigns to Assignee the
Declarant Rights, and Assignee hereby accepts the assignment of the Declarant Rights and agrees
to be bound by, and to perform, all of the Declarant Rights. The parties acknowledge and agree
this shall not include any rights of "Declarant A" as defined in the Covenants, and all such
Declarant Rights are conveyed `as is, where is' without warranty.
4. MISCELLANEOUS.
A. Successors and Assigns. This Assignment shall inure to the benefit of and
be binding upon the respective successors and permitted assigns of the Parties.
B. Governing Law. This Assignment shall be governed by and construed in
accordance with the laws of the State of North Carolina.
C. Captions: Gender. Paragraph headings throughout this Assignment are
solely for the convenience of the Parties and are intended to have no legal meaning in and of
themselves. Where the context requires, the masculine, feminine and neuter genders may be
substituted for one another, as may be the singular for the plural number, and vice versa.
(SIGNATURE PAGES ATTACHED)
148238

IN WITNESS WHEREOF, this Assignment has been duly executed by the Parties as of
the day and year first above written.
ASSIGNOR:
SURF CITY GATEWAY PLAZA, INC., a North
Carolina corporatio
By: _
Name:
Title: zes,d r1 --
STATE OF NORTH CAROLINA
COUNTY OF lVt w A4npVcr
(County where acknowledgment taken)
I certify that the following person(s) personally appeared before me this day, each
acknowledging to me that he or she voluntarily signed the foregoin + document for the purposes
stated therein and in the capacity(ies) indicated above: /Yjohprrt[i
[NOTE: Insert the name of the parry executing document, not their title].
Date: Qa 5, 2-014 Official Signature of Notary: / ,
[As name appears on sea]]
Printed Name of Notary: Ayx/a j�.' zon
;\NQP�jELA F• �qsb��, [As name appears on seal]
o a My commission expires: 10-4 6 -/6
WLA T(i1riCItAE
;EAL HERE] p
Z� AVBLIC, 2iz
�01'ER cc.]SIGNATURES CONTINUE ON FOLLOWING PAGE]
148238

GRANTEE:
BELL ENTERPRISES, INC., a North Carolina
corporation
By:
Name;
Title:
STATE OF NORTH CAROLINA
COUNTYOF f�tw-ftAV10V1i2.
(County where acknowledgment taken)
I certify that the following person(s) personally appeared before me this day, each
acknowledging to me that he or she voluntarily signed the foregoing document for the purposes
stated therein and in the capacity(ies) indicated above: Yeyiy Oil PAYI2IG� $Gll
[NOTE: Insert the name of the parry executing document, not their title).
Date: a • 9pl • ul lP
K SUZANNE MORRIS
NOTARY PUBIJC
CRAVEN COUNTY, NC
[P,LAC Wf*bs22-pts
;v
r
148239
Official Signature of Notary:
[As name a�ipears on seal] .
Printed Name of Notary: • 5VI2,�/kAf MUER
[As name appears on seal]
My commission expires: 5. i-% - 9-018,

Patrick Bell, as agent for Bell Enterprises, Inc, Owner of Parcel B of Surf City Gateway
Association, Inc. do hereby agree to the transfer the Sewer and Waste Water Permit Ownership
from Mohamad Afify, President and Anita Afify, Registered Agent for Permit Number
WQ0030906 to Topsail Landing Sewer System, LLC as noted in Association Minutes dated
January 24, 2019.
Patrick Bell
16Z
Date
STATE OF NORTH CAROLINA
COUNTY OF PENDER
I, j ) l6 e Q . r�T6_ a Notary Public of the State and County aforesaid,
do hereby certify thof Bell Enterprises, Inc, a North Carolina
corporation, personally appeared before me this day and acknowledged the due execution of
the foregoing instrument on behalf of the said non-profit corporation.
WITNESS my hand and official stamp or seal, this �/ — day of 2019.
JULIE A FITZGERALD
NOTARY PUBLIC
PENDER COUNTY, NC
t4 commission Expkes 2-23-2022
My Commission Expires: -� . a 3 •aZG a
(SEAL)
NOTARY PUBLIC

Surf City Gateway Community Association Board Meeting
Conference Call —Thursday January 24,1019 9:00 am
A quorum was established with 2 out of 2 Board Members present. Call to order at 9:00 am
Attendees:
Chris Dunbar
Patrick Bell
Mohamad Afify
Management:
Anita Afify
Board Member Review:
Review Board Members:
Board Members are Chris Dunbar representing Parcel Owner of Parcel A, originally known as Surf City
Condominiums, LLC and Patrick Bell representing Parcel Owner of Parcel B, originally known as Surf
City Gateway Plaza, Inc.
Financials:
Review Financials:
Financial Records are currently maintained by Anita Afify.
Bank Balance as of 12/31/2018 is reported as $21,528.53.
Tax returns have been filed through 12/31/2017. 2018 data is prepared to send for current year
return.
Patrick motioned to transfer financial responsibility to Chris Dunbar.
Chris Seconded
All in favor, motion carried.
Sewer/Waste Water Permits:
Review Sewer/Waste Water Permits:
Current permits are in the name of Mohamad Afify, President and Anita Afify, Registered Agent.
Patrick motioned to transfer Sewer and Waste Water responsibility to Chris Dunbar and Declarant B.
Chris Seconded
All in favor, motion carried.

Registered Agent:
Review Registered Agent:
Anita Afify is the current Registered Agent with the NC Secretary of State.
Patrick motioned to transfer Registered Agent responsibility to Chris Dunbar.
Chris Seconded
All in favor, motion carried.
Future Meetings:
Annual Association meeting will be determined.
Adjournment
Patrick motioned to adjourn the meeting at 9:22 am.
�.� S.. ..vim._..

I, Chris Dunbar, as agent for Surf City Condominiums, LLC, Owner of Parcel A of Surf City
Gateway Association, Inc. do hereby agree to the transfer the Sewer and Waste Water Permit
Ownership from Mohamad Afify, President and Anita Afify, Registered Agent for Permit
Number WQ0030906 to Topsail Landing Sewer System, LLC as noted in Association Minutes
dated January 24, 2019.
Chris Dunbar
L6--- (f.T
Date
STATE OF NORTH CAROLINA /� //
COUNTYOF4FEPFBfft Q;i
I, I G S , r / , a Notary Public of the State and County aforesaid,
do hereby certify that 5 t'6a' of Surf City Condominiums, LLC, a North
Carolina corporation, personally appeared before me this day and acknowledged the due
execution of the foregoing instrument on behalf of the said non-profit corporation.
WITNESS my hand and official stamp or seal, this If day of �" 2019.
r
(i'c CIA_ SEAL
cA�
,. 1p '�' riara'ina
ll.L^ IQL�
,
My Commission Expires: / /- 13- 3 2-
AJLJ—(SEAL)
n NOTT PUBLIC k 1�

i, Patrick Bell, as agent for Bell Enterprises, Inc, Owner of Parcel B of Surf City Gateway
Association, Inc. do hereby agree to the transfer the Sewer and Waste Water Permit Ownership
from Mohamad Afify, President and Anita Afify, Registered Agent for Permit Number
WQ0030906 to Topsail Landing Sewer System, LLC as noted in Association Minutes dated
January 24, 2019.
STATE OF NORTH CAROLINA
COUNTY OF PENDER
A�W&
Patrick Bell
Z
Date
I, J 2 f Q • � �t C7 fqJ a Notary Public of the State and County aforesaid,
do hereby certify of Bell Enterprises, Inc, a North Carolina
corporation, personally appeared before me this day and acknowledged the due execution of
the foregoing instrument on behalf of the said non-profit corporation.
N
WITNESS my hand and official stamp or seal, this day of �n nir,hn. 2019
JULIE A FITZGERALD
NOTARY PUBLIC
PENDER COUNTY, NC
W Commission Exphm 2-23.2022
My Commission Expires: -� . a 3 --.z.0aa
(SEAL)
OTARY PUBLIC

Surf City Gateway Community Association Board Meeting
Conference Call —Thursday January 24,1019 9:00 am
A quorum was established with 2 out of 2 Board Members present. Call to order at 9:00 am
Attendees:
Chris Dunbar
Patrick Bell
Mohamad Afify
Management:
Anita Afify
Board Member Review:
Review Board Members :
Board Members are Chris Dunbar representing Parcel Owner of Parcel A, originally known as Surf City
Condominiums, LLC and Patrick Bell representing Parcel Owner of Parcel B, originally known as Surf
City Gateway Plaza, Inc.
Financials:
Review Financials:
Financial Records are currently maintained by Anita Afify.
Bank Balance as of 12/31/2018 is reported as $21,528.53.
Tax returns have been filed through 12/31/2017. 2018 data is prepared to send for current year
return.
Patrick motioned to transfer financial responsibility to Chris Dunbar.
Chris Seconded
All in favor, motion carried.
Sewer/Waste Water Permits:
Review Sewer/Waste Water Permits:
Current permits are in the name of Mohamad Afify, President and Anita Afify, Registered Agent.
Patrick motioned to transfer Sewer and Waste Water responsibility to Chris Dunbar and Declarant B.
Chris Seconded
All in favor, motion carried.

Registered Agent:
Review Registered Agent:
Anita Afify is the current Registered Agent with the NC Secretary of State.
Patrick motioned to transfer Registered Agent responsibility to Chris Dunbar.
Chris Seconded
All in favor, motion carried.
Future Meetings:
Annual Association meeting will be determined.
Adiournment
Patrick motioned to adjourn the meeting at 9:22 am.

POST -CLOSING AND ESCROW AGREEMENT
THIS POST -CLOSING AND ESCROW AGREEMENT (this "Agreement") is made
and entered into as of the A h day of j m l u— , 2016, by and between SURF
CITY GATEWAY PLAZA, INC., a North Carolina corporation ("Seller"), BELL
ENTERPRISES, INC., a North Carolina corporation ("Buyer"), and joined by CHICAGO
TITLE INSURANCE COMPANY (hereinafter referred to as "Escrow Agent").
WITNESSETH:
WHEREAS, pursuant to that certain Agreement for Purchase and Sale of Real Property
between Buyer, Seller and others, dated July 20, 2016 (the "Purchase Agreement"), Buyer has or
will purchase from Seller that certain property located in Pender County, North Carolina and
commonly known as 13500 and 13460 North Carolina Highway 50, Surf City, NC, as further
described therein (the "Property"); and
WHEREAS, Section 24 of the Purchase Agreement required an escrow in the event that
tenant Fuzzy Peach did not renew its lease at a certain rental rate prior to Closing; and
WHEREAS, in accordance with Section 24 of the Purchase Agreement, Seller is placing
a portion of the proceeds from the sale of the Property in escrow, such funds to be disbursed in
accordance with the terms in such provision and otherwise as further set forth below.
NOW, THEREFORE, in consideration of the foregoing recitals, the mutual covenants
and agreements herein contained, and other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, Buyer and Seller hereby agree as follows:
1. Definitions. The recital paragraphs set forth above are incorporated herein by
reference as if fully set forth herein. Capitalized terms not otherwise defined herein shall have
the meanings ascribed to such terms in the Purchase Agreement.
2. General Surviving Obligations.
(a) Transfer of Permits. Buyer and Seller hereby confirm that, in addition to
any other obligations stated to survive the Closing under the Purchase Agreement, Buyer
and Seller shall promptly cause the assignment, transfer or modification of all
stormwater, sewer and any other applicable permits for the Property in accordance with
Section 29 of the Purchase Agreement. In relation to such permits, (i) Buyer shall
indemnify and hold Seller harmless from and against any and all claims, losses, costs or
fees (including reasonable attorneys' fees) incurred by Seller relating to matters first
arising after the date of Closing; and (ii) Seller shall indemnify and hold Buyer harmless
from and against any and all claims, losses, costs or fees (including reasonable attorneys'
fees) incurred by Buyer relating to matters first arising before the date of Closing
147938

(b) Storage of Personal Property. Buyer and Seller also acknowledge and
agree that Seller's right to store certain personal property above the Family Dollar space
as referenced in Section 1.(a)(v) of the Purchase Agreement shall survive Closing.
(c) Survival of Representations. Buyer and Seller also acknowledge their
continuing obligations under Section 16 of the Purchase Agreement for the relevant time
period stated therein.
(d) Manaaement of Master Association. Buyer acknowledges and agrees that
it shall be responsible for the management of the Master Association after Closing, and
Buyer shall have no liability or responsibility in regard to such Master Association.
(e) Such other items as are expressly stated to survive under the Purchase
Agreement shall survive as stated therein.
3. Disclaimer of Warranties. Buyer and Seller acknowledge and agree that Section
31 of the Purchase Agreement survives the Closing as stated therein, and SELLER HAS MADE
NO REPRESENTATION OR WARRANTY AS TO THE REASONABLE RENTAL VALUE
OF THE PROPERTY, AND EXCEPT AS OTHERWISE EXPRESSLY PROVIDED IN THE
DEED EXECUTED IN CONNECTION WITH CLOSING, SELLER MAKES NO
REPRESENTATION OR WARRANTY REGARDING THE PROPERTY.
4. Funds; Escrow Account.
(a) At Closing a portion of Seller's proceeds in the amount of
Eighteen Thousand One Hundred Sixty -Four and 85/100 Dollars ($18,164.85) shall
be disbursed to Escrow Agent (such funds, together with any interest earned thereon,
being referred to herein as the "Funds").
(b) Upon receipt by Escrow Agent, the Funds shall be deposited into
an account at a federally insured deposit institution which account may be non -interest
bearing at the election of the Escrow Agent (the "Escrow Account') to secure Seller's
obligations regarding guaranteed rental amounts in accordance with Section 24 of the
Purchase Agreement.
(c) Buyer and Seller agree that the Funds shall be disbursed in
accordance with Section 24 of the Purchase Agreement and such provision shall survive
the Closing. Seller and Buyer agree (i) to reasonably cooperate in administering the
provisions of such Section 24 and providing joint instructions to the Escrow Agent
regarding all disbursements in accordance with Section 3 below, (ii) to keep the other
party informed regarding any lease extension or replacement tenant, and (iii) that Buyer
shall not agree to any rental concessions or rental abatement period for any replacement
tenant(s) without obtaining the prior written consent of Seller, such consent not to be
unreasonably withheld. Buyer and Seller shall each be responsible for one-half of any
required escrow fees to be paid to the Escrow Agent.
147938 2

(d) Any excess Funds in the Escrow Account that are not in dispute
and remain after May 31, 2017 shall be released to Seller.
5. Duties of Escrow Agent; Disbursement of Funds. Escrow Agent shall
administer and disburse the Funds in accordance with the terms of this Agreement. Escrow
Agent shall notify all parties of any disbursement of the Funds. The Funds held in the Escrow
Account shall be disbursed by Escrow Agent only as follows:
(a) On receipt of joint written instructions from Buyer and Seller
directing Escrow Agent to disburse the Funds to a named party, Escrow Agent shall
disburse the Fund as directed in such notice.
(b) In the event Escrow Agent does not receive joint written
instructions on or before June 1, 2017, Escrow Agent shall continue to hold the Funds
until the first of the following events:
(i) Receipt by Escrow Agent of joint written instructions from
Buyer and Seller to disburse the Funds to a named party (upon receipt of
such notice, Escrow Agent shall make the disbursement as directed in the
notice);
(ii) Delivery of the Funds by Escrow Agent, at Escrow Agent's
sole discretion, to a court of competent jurisdiction. Such delivery may be
by interpleader or other writ or petition; or
(iii) Pursuant to an order of a court of competent jurisdiction
ordering Escrow Agent to deliver the Funds.
(c) The obligations of Escrow Agent are subject to the additional
terms set forth on Exhibit A attached hereto.
6. Other Escrow Provisions Not Aimlicable. The parties acknowledge and agree
that Seller's obligations under Sections 25 and 26 of the Purchase Agreement have already been
satisfied and no escrow is required under such provisions.
7. Limitation on Liability. With the exception of instances involving the gross
negligence or willful misconduct of Escrow Agent, Seller and Buyer agree that Escrow Agent
shall not be held liable or accountable for the amount of interest or return of the funds in the
Escrow Account as a result of the failure of the depository institution so long as it has otherwise
complied with its obligations hereunder.
8. Notices. Any notice required or permitted to be given to any party shall be in
writing and shall be delivered by hand, sent via fax, sent via email or sent by a national,
reputable overnight courier to the addresses set forth below. Any such notice shall be deemed to
be received: (i) if delivered personally, on the date of such delivery; (ii) if emailed, on the date
of transmission with email confirmation by email delivery receipt and with a hard copy sent by
first class mail; or (iii) if sent by overnight courier, on the first (1st) business day following
delivery to the courier. The addresses for notice shall be as follows:
147938

Seller: SURF CITY GATEWAY PLAZA, INC
Attn: Mohamad E. Afify
13480 NC Hwy 50
Surf City, NC 28445
With a copy to: Murchison, Taylor & Gibson, PLLC
16 North Fifth Avenue
Wilmington, North Carolina 28401-4593
Attention: Andrew McVey
[e-mail]
Buyer: BELL ENTERPRISES, INC.
Attn: K. Patrick Bell
P. 0. Box 145
Kenansville, NC 28349
[e-mail]
With a conv to: Davis Hartman Wright PLLC
Attn: Mark S. Hartman
209 Pollock Street
New Bem, NC 28560
[e-mail]
Escrow Agent: Chicago Title Insurance Company
Attn: Mrs. Jennifer Bolton
2602 Iron Gate Drive, Suite 202
Wilmington, NC 2841
Email: [e-mail]
9. Miscellaneous Provisions.
(a) This Agreement shall be governed by and construed in accordance
with the laws of North Carolina and shall bind, and the benefits and advantages shall
inure to and shall be enforceable by, Seller and Buyer and their successors and assigns.
(b) This Agreement may be executed in separate counterparts by the
parties hereto each of which when taken together shall constitute one and the same
instrument. Any counterpart or signature pages sent by facsimile or other electronic
transmission shall be deemed to be written and signed originals for all purposes, and
copies of this Agreement containing one or more signature pages that have been
delivered by facsimile or other electronic transmission shall constitute enforceable
original documents.
147938 4

(c) Each of the parties hereto represents and warrants to the other that
it has the authority to enter into this Agreement.
(d) This Agreement is the entire agreement of the parties with respect
to the subject matter hereof and may not be amended or modified except by a written
instrument signed by the parties hereto.
(e) If any provision of this Agreement is determined by a court of
competent jurisdiction to be in violation of applicable law, then this Agreement shall be
construed and interpreted as if such provision were not a part of this Agreement.
(f) Section headings in this Agreement are included for convenience
of reference only and shall not constitute a part of this Agreement for any other purpose.
(g) The prevailing party in any legal proceeding brought to enforce
rights herein shall be entitled to recover its reasonable attorneys' fees and litigation
expenses from the other party. As used herein the tern "prevailing party" means the party
that prevails on the preponderance of its claims or defenses in such proceeding.
[SIGNATURES BEGIN ON THE FOLLOWING PAGE]
147938

IN WITNESS WHEREOF, each of the parties hereto has duly executed this Agreement
as of the day and year first above written.
"SELLER'
SURF CITY GATEWAY PLAZA, INC., a North
Carolina corporation
By: A_[SEAL]
!ram
"BUYER'
BELL ENTERPRISES, INC., a North Carolina
corporation
By: _ / (SEAL]
Name:
Its:
ESCROW AGENT:
The undersigned does hereby agree to be the Escrow Agent under this Agreement and to
hold and disburse the Funds pursuant to the terms of this Agreement.
CHICAGO TITLE INSURANCE COMPANY
an
141938 $ A

rN WITNESS W)IEREOF, each of the patties hereto has duly executed this Agreement
as of the day and year first above written.
"SELLER"
SURF CITY GATEWAY PLAZA, INC., a North
Carolina corporation
"BUYER"
BELL ENTERPRISES, INC., a North Carolina
corporation
BY � _ [SEAL]
Name:
Its: -rcknd
ESCROW AGENT:
The undersigned does hereby agree to be the Escrow Agent under this Agreement and to
hold and disburse the Funds pursuant to the terms of this Agreement,
CHICAGO TITLE INSURANCE COMPANY
Name: wioniFe�0
Title: V-k' rh5f6t&K}
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EXHIBIT A
CHICAGO TITLE COMPANY, LLC
CONDITIONS OF ESCROW
CHICAGO TITLE COMPANY, LLC (hereinafter "Escrow Agent") accepts the Funds as
described in the preceding Letter and/or Agreement subject to these Conditions of Escrow:
The Funds may be processed for collection in the normal course of business by Escrow
Agent, who may commingle funds received by it with escrow funds of others in the regular
escrow account at Wells Fargo Bank, or such other institution as maintained from time to
time by Escrow Agent (hereinafter the "Depository"). The parties to this escrow
acknowledge that the maintenance of such escrow accounts with some Depository
institutions may result in Escrow Agent being provided with an array of bank services,
accommodations or other benefits by the Depository institution. Escrow Agent or its
affiliates also may elect to enter into other business transactions with or obtain loans for
investment or other purposes from the Depository institution. All such services,
accommodations and other benefits shall accrue to Escrow Agent, and Escrow Agent shall
have no obligation to account to the parties to the escrow for the value of such services,
accommodations or other benefits.
Z. Escrow Agent shall not be liable for any loss caused by the failure, suspension, inability to
pay funds or accrued interest, bankruptcy or dissolution of the Depository. Parties to the
Agreement acknowledge their familiarity with limitations on payments made on accounts in
excess of $100,000 and the cumulative effect of other accounts held or owned by the parties
in the above named depository.
3. Escrow Agent is not responsible for levies by taxing authorities or judicial order based upon
the taxpayer identification number used to establish an interest bearing account.
4. Escrow Agent shall not be liable for loss or damage resulting from:
a. Any good faith act or forbearance of Escrow Agent;
b. Any default, error, action or omission of any party, other than Escrow Agent;
c. Any defect in the title to any property unless such loss is covered under a policy of title
insurance issued by the Escrow Agent;
d. The expiration of any time limit or other delay which is not solely caused by the failure
of Escrow Agent to proceed in its ordinary course of business, and in no event where
such time limit is not disclosed in writing to the Escrow Agent;
e. The lack of authenticity of the signatory to sign such writing;
f. Escrow Agent's compliance with all attachments, writs, orders, judgments, or other legal
process issued out of any court;
g. Escrow Agent's assertion or failure to assert any cause of action or defense in any
judicial or administrative proceeding; or
h. Any loss or damage which arises after the Funds have been disbursed in accordance with
the terms of this Agreement.
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5. Escrow Agent shall be fully indemnified by the parties hereto for all its expenses, costs, and
reasonable attorneys' fees incurred in connection with any interpleader action which Escrow
Agent may file, in its sole discretion, to resolve any dispute as to the Funds or which may be
filed against the Escrow Agent. Such costs, expenses or attorneys' fees may be deducted
from the Funds.
6. If Escrow Agent is made a party to any judicial, non judicial or administrative action, hearing
or process based on acts of any of the other parties hereto and not on the malfeasance and/or
negligence of Escrow Agent in performing its duties hereunder, the expenses, costs and
reasonable attorneys' fees incurred by Escrow Agent in responding to such action, hearing or
process may be deducted from the Funds held hereunder and the party/parties whose alleged
acts are a basis for such proceedings shall indemnify, save and hold Escrow Agent harmless
from said expenses, costs and fees so incurred.
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