20070047 Ver 1_More Info Received_20070119

dµ SPATE u
Sah~ m u.,
J ~..R
STATE OF NORTH CAROLINA
DEPARTMENT OF TRANSPORTATION
MICHAEL F. EASLEY
GOVERNOR
LYNDO TIPPETT
SECRETARY
January 19, 2007 ~
~~-
Attn: Dave Timpy '~',>,
U. S. Army Corps of Engineers ~q~ ~ ' ,',r'?:..,
Regulatory Field Office of ~ c
Post Office Box 1890 /vFT~osq~,~~ ~..~(O,
Wilmington, NC 28402-1890 osTORM~9jF ,. !J~
R,p~
Attn: Brian Wrenn yeti
N. C. Dept. of Environment and Natural Resources
Division of Water Quality
2321 Capital Blvd
Raleigh, NC 27604
Attn: Jim Gregson
N. C. Dept. of Environment and Natural Resources
Division of Coastal Management-Wilmington District
127 Cardinal Drive Ext.
Wilmington, NC 28405-3845
Subject: Supplemental Information for Sections 401 and 404 Individual Permits and
CAMA Major Development Permit Applications and NCDOT Response to
DWQ and USAGE Questions Second Bridge to Oak Island, Brunswick County,
State Project No. 8.2231201, Federal Aid No. STP-1105(6), TIP R-2245, WBS
Element 34407.1.1, Brunswick County.
References: Application for an Individua1401 Water Quality Certification dated January 8, 2007
Amended application for Section 404 Permit dated January 8, 2007
Amended application for CAMA Major Development Permit dated January 8, 2007
DWQ email dated January 9, 2007 from Mr. Brian Wrenn
USAGE email dated January 10, 2007 from Mr. Dave Timpy
Dear Sirs:
The NCDOT would like to submit the following information to clarify and supplement the above
referenced documents. Attached to this letter are the following:
(1) A replacement copy of the Agreement between NCDOT and the Williamsons.
(2) A replacement copy of the Agreement between NCDOT and RDC (St. James).
MAILING ADDRESS: TELEPHONE: [phone] LOCATION:
NC DEPARTMENT OF TRANSPORTATION FAX: [phone] CAPITOL BOULEVARD
PROJECT DEVELOPMENT AND ENVIRONMENTAL ANALYSIS SUITE 24O
1598 MAIL SERVICE CENTER WEBSITE: WWW.NCDOT.ORG RALEIGH NC 27699
RALEIGH NC 27699-1596

Exhibits for each Agreement have been tabbed for easier reference. To make exhibits legible, color
copies or enlargements are provided as appropriate.
(3) Description of Wetland/Upland Estimate Method for the Conservation Easement Areas
(4) A copy of the revised EEP mitigation acceptance letter dated January 12, 2007. This acceptance
letter reflects a previous change in jurisdictional determination from 0.026 ac of CAMA
wetlands to riverine wetlands. This change has already been summarized in the Section 401
permit application and amended Section 404 and CAMA applications, dated January 8, 2007.
The following are NCDOT's responses to emailed questions from the DWQ on January 9, 2007 and
from the USACE on January 10, 2007.
DWQ Request
1. Item 3. of DWQ's May 16, 2006 letter requested the following:
Maps detailing the conservation easements for the three Carolina bays, wildlife corridors, and park
and recreation areas. These maps should delineate the upland and wetland boundaries of the bays
with the respective acreages, show any built upon areas within and immediately adjacent to the
bays, provide the locations of access roads, and provide the locations of the wildlife crossings
under access and private development roads.
The application package does not contain a map that meets the request. After discussions with NC
DOT staff regarding the map, NC DOT submitted a methodology on how the approximate wetland
and upland acreages were determined. In the methodology discussion, a MicroStation map was
referenced as a tool for determining the approximate wetland and upland acreages. Please provide a
copy of the referenced MicroStation map used to make the approximate determinations.
NCDOT Response to DWQ
The maps detailing the conservation easements for the three Carolina bays, wildlife corridors, and
park and recreation areas are Exhibits A attached to each Agreement. As noted in the attached
"Method" (listed as #3 attachment above), the NCDOT uses the MicroStation program to overlay
digital data in order to estimate the wetland and upland acreages. The digital data resources and the
process used for the estimate are discussed in the attached "Method", which was previously
provided to DWQ. During the concurrence process, agencies requested an estimate of wetland and
upland acreages. However, there was no request of a wetland determination or map in concurrence
meetings subsequent to the May 16, 2006 DWQ letter. The NCDOT has also submitted all digital
data used in the described "Method" through the NCDOT's electronic File Transfer System (FTS)
to all recipients of the original applications.
USACE Request
1. The maps/exhibits in the conservation agreements provided in your January 7, 2007 letter are not
legible. We need legible and color copies of all maps. Digital copies, on CD, would also be greatly
appreciated. Please provide the USEPA with copies of this information, as well.
NCDOT Response to USACE
Please reference the opening paragraph of this letter and response to DWQ's similar request in the
above text.
-2-

DWQ Request
2. Item 3. of DWQ's May 16, 20061etter requested the following:
A final approved draft of the Memorandum of Understanding (MOU) regarding control of access.
The final draft must have the formal written approval of all of the signatory parties of the MOU.
The MOU that was provided in the application has been signed by DOT only. Please provide a
copy of the MOU that has been signed by all signatory parties or written approval of the MOU from
all of the signatory parties.
NCDOT Response to DWQ
NCDOT has coordinated closely with the signatories in finalizing the MOU. The signed copy that
was included in the application contains language and provisions that were approved by all
signatories. In the interest of time, the final MOU with only NCDOT's signature was attached to
the applications. The NCDOT is in the process of circulating the final approved MOU to the
remaining signatories for signatures. As soon as all signatures are procured or an email committing
to a signature, NCDOT will forward the documentation. We anticipate receiving the signed MOU
or supporting documentation by January 26, 2007.
DWQ Request
3. ACC4 (station no. -L-151+55) is referred to in the application narrative and in the MOU but is
not shown on the road design plans. Please provide plans that show the location and approximate
dimensions of the ACC4.
USACE Request
2. On ACC4, it does not appear this access point is currently proposed based on your January 8,
20071etter and attached permit drawings. Please provide a description, including station numbers
and permit drawings, for the access points that are currently proposed.
NCDOT Response to DWQ and USACE
Page 11 of the permit application, page 2 and Exhibit 4 in the MOU, and Exhibit B in the
Williamson Agreement describe the access point and road location for ACC4. ACC4 is not shown
on the design/ROW plans because this access point and road are part of the Conservation Easement
negotiations with the Williamsons, not part of the ROW negotiations. When the Conservation
easement with the Williamsons is signed, the Williamsons will donate the ACC4 corridor and the
Carolina Bay areas to NCDOT. In return, the NCDOT will convey the ACC4 access point to the
Williamsons. At this point, NCDOT will revise the design/ROW plans to show the controlled
access corridor and point at ACC4.
Reserved access break for future ACC2 is shown on Plan Sheet 8 and Permit Drawing 19 of 60.
ACC3 is shown on Plan Sheets 17 and 26 and Permit Drawing 28 of 60.
There are no jurisdictional impacts associated with ACC4, therefore the current permit drawings
will remain accurate.
DWQ Request
4. In the agreement signed with Reserve Development Co., the "Conservation Easement Area" is
defined by Exhibit A. Exhibit A is a map of the approximate boundaries of the Conservation
Easement Area. "Wildlife Corridor 1" shown on Exhibit A extends northward from the ACC3 point
-3-

towards the "North Bay", but stops short of the North Bay. It is DWQ's understanding that the
wildlife corridor would connect the "East Bay" and the North Bay. Please provide a revised map
showing the wildlife corridor connecting the two bays or an explanation as to why the connection
can not be made.
NCDOT Response to DWQ
Although Exhibit A in the Agreement does not depict a complete wildlife connection between the
East Bay and North Bay, these two bays are connected by a wildlife corridor. The Exhibit A only
depicts what is being obtained from RDC (St. James) by NCDOT. The upper end of the wildlife
corridor, which is owned by a different landowner, is being obtained as a remnant parcel through
the Roadway ROW acquisition process. This remnant parcel will be designated as a mitigation area
on NCDOT's Mitigation site geodatabase.
DWQ Request
5. After further review of the agreement between Reserve Development Co. and NC DOT, it
appears that the agreement has not been dated or notarized. Please provide a signed, dated, and
notarized copy of the agreement.
NCDOT Response to DWQ
Page 1 of the RDC Agreement cites a date, December 22, 2006. Signatures can be found on page 8.
Since the Agreement was signed in the presence of the NCDOT ROW Agent, a notary stamp is not
required; in contrast to the Williamson Agreement, which was not signed in the presence of the
ROW Agent.
USACE Request
3. On wetland stream impacts, please confirm the totals for wetland (acreages) and permanent
stream impacts (feet) that are currently proposed.
NCDOT Response to USACE
The impacts summarized in the permit application are correct. With the final EEP acceptance letter,
dated January 12, 2007 and included with this packet, all mitigation is covered.
USCE Request
4. Prior to issuance of the DA permit, the Corps will need the NCDWQ 401, the CAMA permit, a
USEPA letter referencing its 8-30-061etter stating its approval of the proposed project based on the
info provided in your 1-7-07 submittal, and the info requested above. By copy of this email, I
request emails from NCWRC, USFWS, and NMFS that they approve of the proposed project.
NCDOT Response to USACE
NCDOT understands that the agencies listed in the USACE Request are responding to Mr. Timpy's
email.
-4-

Thank you for you assistance with this project. If you have any questions or need any additional
information about this project, please contact Brett Feulner at [phone].
Sincerel .~
~. ,
Gregory J. Thorpe, Ph.D., Environmental Management Director
Project Development and Environmental Analysis Branch
GJT/bmf
cc w/ attachment
Mr. John Hennessy, NCDWQ (4 Copies)
Mr. Travis Wilson, NCWRC
Ms. Kathy Matthews, USEPA
Mr. Ronald Mikulak, USEPA -Atlanta, GA
Mr. Clarence W. Coleman, P.E., FHWA
Mr. Gary Jordan, USFWS
Mr. Ron Sechler, NMFS
Mr. Michael Street, NCDMF
Mr. Steve Sollod, NCDCM
Dr. David Chang, P.E., Hydraulics
Mr. Mark Staley, Roadside Environmental
Mr. Greg Perfetti, P.E., Structure Design
Mr. Victor Barbour, Project Services Unit
Mr. H. Allen Pope, P.E., Division 3 Engineer
Mr. Mason Herndon, Division 3 Environmental Officer
w/out attachment
Mr. Jay Bennett, P.E., Roadway Design
Mr. Majed Alghandour, P. E., Programming and TIP
Mr. Art McMillan, P.E., Highway Design
Mr. Scott McLendon, USACE, Wilmington
Mr. Joseph Qubain, PDEA
Ms. Beth Harmon, EEP
Mr. Todd Jones, NCDOT External Audit Branch
Mr. Carl Goode, PE, Human Environment Unit Head
Attachments:
Agreement between NCDO'T and the Williamsons
Agreement between NCDOT and RDC (St. James)
Description of Wetland/Llpland Estimate Method for R-2245 (from NCDOT)
EEP Acceptance Letter, dated January 12, 2007
-5-

„a SfA7[ o
e ~
,,,w
~~ p,w wry
STATE OF NORTH CAROLINA
,.
DEPARTMENT OF JUSTICE
ROY COOPER REPLY To:
ATTORNEY GENERAL Lisa C. Glover
Transportation Section
MEMORANDUM
To: Deborah Barbour, P.E., Director, Preconstruction
Doug Allison, Assistant Branch Manager, Right of Way Branch
LeiLani Paugh, Supervisor, Natural Environment ICUOn-Site Mitigation Group, PDEA
Hugh Thompson, Division Agent, Division 3 Right of Way Office
From: Lisa Glover, Assistant Attorney General
Date: December 1, 2006
Re: Williamson Oak Island Agreement
Please find enclosed copies of the executed Agreement between the Williamsons and NCDOT
regarding the second bridge to Oak Island project. The Williamsons will also be signing a
Memorandum of Agreement, once LaDane Williamson returns to the Wilmington area, that will need
to be recorded at the Register of Deeds office. It is my understanding that Hugh's office already has
the check ready to record that document.
In order to finalize this transaction, NCDOT needs to finalize the survey plats of the
conservation easement area and present those to the Williamsons for their approval. Once everyone
has agreed on the plat, the plat, conservation easement and deed transferring the Access Road 4 right
of way can be recorded. NCDOT will also need to transfer the remaining $90,000.00 to the
Williamsons at that time.
Please contact me if you have any questions about this communication.
MAILING ADDRESS: TELEPHONE: [phone] LOCATION:
DEPARTMENT OF TRANSPORTATION FACSIMILE: 919-733-9329 TRANSPORTATION BUILDING
ATTORNEY GENERALS OFFICE 1 SOUTH WILMINGTON STREET
1505 MAIL SERVICE CENTER RALEIGH, NC 27601
RALEIGH, NC 27699-1505

STATE OF NORTH CAROLINA Drawn by and mail to:
Lisa C. Glover, Esq.
N.C. Dept. of Justice/Transportation Section
1505 Mail Service Center
COUNTY OF BRUNSWICK Raleigh, NC 27699-1505
AGREEMENT
This AGREEMENT (hereinafter, "Agreement") is entered into this ~~day of
1~o,1e~n1r~2a(' , 2006, by and between LADANE WILLIAMSON and DR. DECAROL
WILLIAMSON (hereinafter and collectively, the "WILLIAMSONS"), and THE NORTH
CAROLINA DEPARTMENT OF TRANSPORTATION (hereinafter, "NCDOT").
WITNESSETH:
WHEREAS, the Williamsons are the sole owner in fee simple of certain real
property consisting of approximately 3500 acres as is more particularly described in Deed
Book lty~ Page ~_, of the Brunswick County Register of Deeds Office
(hereinafter, the "Property");
WHEREAS, portions of the Property provide natural wildlife habitat for a wide
variety of land, air and aquatic species, and many of these species are of great importance
to the Williamsons and the people of North Carolina;
WHEREAS, NCDOT plans to construct a controlled access highway connecting
North Carolina State Highway 211 to the Town of Oak Island, Brunswick County,
thereby providing a second access point to the Town of Oak Island (hereinafter, the
"Proposed Highway");
WHEREAS, the Proposed Highway crosses over a portion of the Property;
WHEREAS, NCDOT desires to hold a Conservation Easement over certain
portions of the Property (hereinafter, "Conservation Easement Area"), as depicted on
Exhibit A and more particularly described below;
WHEREAS, the Williamsons desire to access the Proposed Highway from the
Property;
WHEREAS, NCDOT has agreed to allow the Williamsons to access the
Proposed Highway via a Controlled Access Road in exchange for the grant to NCDOT of
a perpetual Conservation Easement over the Conservation Easement Area, thereby
restricting and limiting the use of land within the Conservation Easement Area, together
with a permanent access easement of ingress and egress, substantially according to the
terms and conditions set forth in the conservation easement form attached hereto as
Exhibit C; and,

WHEREAS, NCDOT has agreed to allow the Williamsons to construct a
subdivision road through a portion of the Conservation Easement Area so long as the
road contains adequate wildlife crossings, as described below; and,
WHEREAS, the Williamsons have agreed to the conditions set forth below
regarding access to the Proposed Highway and construction of the subdivision road.
NOW, THEREFORE, in consideration of the foregoing recitals, the mutual
agreements set forth below and other good and valuable consideration including payment
to the Williamsons of $100,000.00, the receipt and sufficiency of which are hereby
acknowledged, the parties agree as follows:
1. Conservation Easement and Easement of Ingress and Egress. The
Williamsons hereby agree to grant to NCDOT a perpetual Conservation Easement for the
areas identified on Exhibit A as "PR3," "WestBay," "Wildlife Corridor 1," "Williamson
EastBay," "PR11," and "PR13," referred to collectively as the Conservation Easement
Area, and to grant to NCDOT Permanent Access Easements of Ingress and Egress as
shown on Exhibit A. The parties agree that said Conservation Easement Area and
Easement of Ingress and Egress shall be more definitively determined after delineation of
wetlands is complete and after a survey of the boundaries is complete. The terms and
conditions of the Conservation Easement and Permanent Access Easement of Ingress and
Egress shall be substantially similar to the terms and conditions set forth in the
conservation easement and permanent access easement of ingress and egress form
attached hereto as Exhibit C.
2. Controlled Access Road. In exchange for the grant of the Conservation
Easement and Permanent Access Easements, NCDOT hereby agrees to allow the
Williamsons to access the Proposed Highway via a Controlled Access Road to be
constructed by the Williamsons within the Control of Access Corridor depicted on
Exhibit B (hereinafter, "Corridor"). The exact specifications for the Corridor will be
shown on the final right of way plans, which are to be certified and recorded in the Office
of the Register of Deeds for Brunswick County pursuant to N.C.G.S. § 136-19.4. The
Williamsons shall grant to the Department, in consideration for this Agreement and
without further compensation, the right-of--way with full controlled access rights within
the Corridor. Said conveyance of right-of--way and control of access comprising the
Corridor shall be made at the same time as the Closing of the Conservation Easement
transaction, discussed below in Paragraph 6, and shall be by way of an instrument
substantially similar to the instrument attached hereto as Exhibit D. The Williamsons
will be solely responsible for planning, design, and construction of the Controlled Access
Road within this corridor, including obtaining any and all permits necessary for the
construction of the Controlled Access Road. The Williamsons must obtain an approved
driveway access permit from NCDOT prior to beginning construction. The application
for a driveway access permit shall be made in accordance with the North Carolina
Department of Transportation's "Policy On Street and Driveway Access to North
Carolina Highways" in effect at the time of such application, subject to the rules,
regulations, conditions, specifications, and permit processes of the NCDOT and those of

any local governments, including but not limited to the submission to, and approval by,
such governmental entities of a proposed site development and traffic plan. The
Controlled Access Road must be built in accordance with the right-of--way and
construction standards contained in the North Carolina Department of Transportation's
"Subdivision Roads Minimum Construction Standards" manual in effect at the time of
the application for the driveway access permit, and must be built in accordance with any
conditions of the approved driveway access permit.
3. Subdivision Road and Wildlife Crossings in the Wildlife Corridor.
(a) NCDOT agrees to allow the Williamsons to construct a subdivision road
through the area labeled Wildlife Corridor 1 on Exhibit A, so long as wildlife crossings
are provided as described below. The total width of clearing for the road and any
associated pathways, drainage, and utilities may not exceed one hundred (100) feet. The
provisions of N.C.G.S. § 136-102.6 and any other applicable statutes, regulations, or
policies govern acceptance of the subdivision road and the wildlife crossings (discussed
below) onto the State highway system. The Williamsons will be solely responsible for
planning, design, and construction of the subdivision road, including obtaining any and
all permits necessary for the construction of the subdivision road. The Williamsons must
obtain advance written permission from NCDOT before beginning construction of the
subdivision road and wildlife crossings.
(b) In order to maintain continuity between Wildlife Corridor 1 and WestBay,
the Williamsons will provide a minimum of four (4) sixty inch (60") by forty-six inch
(46") corrugated aluminum pipe arches, spread evenly across the width of the wildlife
corridor, with a continuous aluminum barrier on both ends, to be used as wildlife
crossings. The wildlife crossings must be built in accordance with Exhibit E attached
hereto. The bottom of the pipes shall be buried one foot (1') below the ground surface.
The pipes will be backfilled along their entire length with one foot (1') of soil. Four pre-
cast concrete bridge openings may be used in place of the pipe-arch configuration
provided the vertical clearance and total opening area of the four bridges equals or
exceeds that for the pipe-arch configuration. The wildlife crossings must be constructed
and operational by the time construction of the subdivision road is complete and before
the road is open to traffic.
4. Compensation. NCDOT will pay a total of $100,000 to the Williamsons
pursuant to this Agreement. An initial payment of $10,000 will be made upon the
signing of this Agreement (the "Earnest Money"), with the remaining $90,000 to follow
upon the signing of the aforementioned Conservation Easement. The Earnest Money is a
non-refundable deposit, absent default by the Williamsons hereunder.
5. Access and Inspection. The parties acknowledge that NCDOT has
already inspected the Conservation Easement Area and determined that it has the
requisite qualities, characteristics and natural values to make it appropriate for the
purposes of the Conservation Easement. Notwithstanding the above, between the date of
this Agreement and the Closing, defined below, NCDOT and NCDOT's agents,

employees, contractors, representatives and other designees (collectively, "NCDOT's
Designees") shall have the right to enter the Conservation Easement Area for the
purposes of inspecting the Conservation Easement Area, conducting soil tests, conducting
surveys, engineering studies, and conducting any other investigations, examinations, tests
and inspections as NCDOT may reasonably require to assess the condition of the
Conservation Easement Area.
6. Closin~• The Closing of the transfer of the Conservation Easement,
Permanent Access Easement of Ingress and Egress, and the right of way and controlled
access rights for the Corridor shall be held at such time and on such date as may be
mutually agreed upon by both parties. The Williamsons shall be responsible for their
attorneys' fees. NCDOT shall be responsible for all recording and transfer costs, the
costs of survey (described below), and NCDOT's attorneys' fees.
7. Title & Survey. Not later than Closing, the Williamsons shall have
released or subordinated any deed of trust or mortgage encumbrances affecting the
Conservation Easement Area. NCDOT shall arrange for, at its cost, the preparation of a
recordable plat of survey prior to Closing, delineating the Conservation Easement Area.
The Williamsons shall have the opportunity to review and approve the survey. The
survey will be recorded in conjunction with closing.
8. Representations and Warranties; Disclaimer of Further
Representations and Warranties.
(a) The Williamsons warrant that at the Closing, they shall convey to NCDOT
good, indefeasible, marketable and insurable title to the Conservation Easement
consistent with Paragraph 20 of Exhibit C.
(b) The Williamsons make the additional following representations and
warranties, to the best of its knowledge without independent investigation, which
representations and warranties shall be true as of the day of the Closing and shall survive
Closing for a period of six (6) months:
(i) The Williamsons are the record owner of the Conservation
Easement Area to be conveyed hereunder. Following Closing, NCDOT shall
have insurable title to the Conservation Easement consistent with Paragraph 20 of
Exhibit C.
(ii) The Williamsons are in substantial compliance with the laws,
orders and regulations of each governmental department, commission, board, or
agency having jurisdiction over the Conservation Easement Area in those cases
where noncompliance would have a material adverse effect on the Conservation
Easement.
(iii) The Williamsons are not a party to nor subject to or bound by any
agreement, contract or lease of any kind relating to the Conservation Easement
Area that would unreasonably interfere with the Conservation Easement or defeat
its purpose.
(iv) The property comprising the Conservation Easement Area is not in
violation of any federal, state or local law, ordinance or regulation relating to

environmental conditions on, under or about the Conservation Easement Area,
including, but not limited to, soil and groundwater conditions. Neither the
Williamsons, nor to the best of their knowledge any third party, has used,
generated, manufactured, refined, produced, processed, stored, or disposed of on,
or under the Conservation Easement Area or transported to or from the
Conservation Easement Area any Hazardous Materials nor do the Williamsons
intend to use the Conservation Easement Area prior to the Closing Date for the
purpose of generating, manufacturing, refining, producing, storing, handling,
transferring, processing or transporting Hazardous Materials. For purposes
hereof, "Hazardous Materials" shall mean any flammable explosives, radioactive
materials, asbestos, petroleum, organic compounds known as polychlorinated
biphenyls, chemicals known to cause cancer or reproductive toxicity, pollutants,
contaminants, hazardous wastes, toxic substances or related materials, including,
without limitation, any substances defined as or included in the definition of
"hazardous substances", "hazardous materials", or "toxic substances" in the
Comprehensive Environmental Response, Compensation and Liability Act of
1980, as amended, 42 USC Sec. 9601 et seq., the Hazardous Materials
Transportation Act, 49 USC Sec. 1801, et sec., the Resource Conservation and
Recovery Act, 42 USC Sec. 6901, et sec., or other federal, state or local statute,
law, ordinance, code, rule, regulation order, decree or other requirement of
governmental authority regulating, relating to, or imposing liability or standards
of conduct concerning any hazardous, toxic or dangerous substance or material, as
now or at any time hereafter in effect, and in the regulations adopted or
promulgated pursuant to such laws.
9. Remedies.
(a) If the transfer of the Conservation Easement contemplated hereby is not
consummated in accordance with the terms and provisions of this Agreement due to
circumstances or conditions which constitute a default by NCDOT under this Agreement,
the entire Agreement shall be terminated, all rights and obligations of the parties under
this Agreement shall expire, and this Agreement shall become null and void, and the
Earnest Money shall be delivered to and retained by the Williamsons as their liquidated
damages for such default. The parties acknowledge that as to the liquidated damages
option above, the Williamsons' actual damages in the event of a default by NCDOT will
be difficult to ascertain, that such damages represent the parties' best estimate of such
damages, and that the Williamsons and NCDOT believe such liquidated damages are a
reasonable estimate of such damages.
(b) If the transfer of the Conservation Easement contemplated hereby is not
consummated in accordance with the terms and provisions of this Agreement due to
circumstances or conditions which constitute a default by the Williamsons under this
Agreement, the Earnest Money shall be refunded to NCDOT promptly upon request, and
NCDOT, as its sole and exclusive remedies, may exercise the following additional rights
and remedies: (i) in the event of any default by the Williamsons, NCDOT shall have the
right to terminate this Agreement, in which event all rights and obligations of the parties
under this Agreement shall expire, and this Agreement shall become null and void; and

(ii) if the Williamsons' default is a refusal by the Williamsons to convey the
Conservation Easement to NCDOT as required by this Agreement, then NCDOT shall
have the right to sue the Williamsons for specific performance of this Agreement. The
Williamsons shall have no other liability to NCDOT under this Agreement.
(c) If NCDOT has not advertised for bids to construct the Proposed Highway
within six (6) years from the execution date of this Agreement and if at that time the
Proposed Highway is not included within the State Transportation Improvement
Program, then this Agreement shall be deemed null and void; moreover, if the
Conservation Easement has already been recorded, then NCDOT shall take all necessary
measures to allow the Williamsons to remove the Conservation Easement from the public
record and to free the Conservation Easement Area from all effects of that Conservation
Easement.
10. Assignment; Successors. This Agreement may not be assigned by any
party, in whole or in part, without the prior written consent of the other party, and any
such assignment without the consent of the other party shall be null and void and of no
force or effect. Subject to the foregoing, this Agreement shall be binding upon and
enforceable against, and shall inure to the benefit of, the Williamsons and NCDOT and
their respective successors and permitted assigns. No assignment shall relieve the
Williamsons of liability for the performance of their duties and obligations under this
Agreement.
11. Entire Agreement; Modification. This Agreement supersedes all prior
discussions and agreements among the Williamsons and NCDOT and constitutes the
entire agreement between the parties hereto and there are no agreements, understandings,
warranties or representations between the parties other then those set forth herein. This
Agreement may not be amended or modified in any way except by instrument in writing
executed by all parties hereto.
12. Documentation. If necessary to carry out the intent of this Agreement,
each party agrees to execute and provide to the other party any and all other instruments,
documents, conveyances, assignments and agreements which may be necessary to
effectuate, carry out and perform the terms, provisions and conditions of this Agreement.
13. Governing Law. This Agreement shall be governed by, construed under
and interpreted an enforced in accordance with the laws of the State of North Carolina.
14. Miscellaneous Provisions.
(a) Notices. All notices, demands or requests shall be in writing to the
addresses indicated on the signature pages below and shall be deemed given (i) upon the
date hand delivered; (ii) those given by mailing as hereinabove provided shall be deemed
given two business days after the date of deposit in the United States Mail; (iii) those
given by commercial courier as hereinabove provided shall be deemed given one
business day after the date of deposit with the commercial courier; or (iv) those given by
facsimile shall be deemed given on the date of confirmed facsimile transmittal.

(b) Facsimile as Writing. The parties expressly acknowledge and agree that,
notwithstanding any statutory or decisional law to the contrary, the printed product of a
facsimile transmittal shall be deemed to be "written" and a "writing" for all purposes of
this Agreement.
(c) Headings. The use of headings, captions and numbers in this Agreement
is solely for the convenience of identifying and indexing the various provisions in this
Agreement and shall in no event be considered otherwise in construing or interpreting
any provision in this Agreement.
(d) Exhibits. Each and every exhibit referred to or otherwise mentioned in
this Agreement is attached to this Agreement and is and shall be construed to be made a
part of this Agreement by such reference.
(e) Non-Waiver. Failure by any party to complain of any action, non-action
or breach of any other party shall not constitute a waiver of any aggrieved party's rights
hereunder. Waiver by any party of any right arising from any breach of any other party
shall not constitute a waiver of any other right arising from a subsequent breach of the
same obligation or for any other default, past, present or future.
(f) Rights Cumulative. All rights, remedies, powers and privileges conferred
under this Agreement on the parties shall be cumulative of and in addition to, but
restrictive of or in lieu of, those conferred by law.
(g) Counterparts. This Agreement may be executed in several counterparts,
each of which shall be deemed an original, and all of such counterparts together shall
constitute one and the same instrument.
(h) Authority. Each party hereto warrants and represents, to the extent
authorized by law, that such party has full and complete authority to enter into this
Agreement and each person executing this Agreement on behalf of a party warrants and
represents that he has been fully authorized to execute this Agreement on behalf of such
party and that such party is bound by the signature of such representative.
(i) No Construction Against Preparer. No provision of this Agreement shall
be construed against or interpreted to the disadvantage of any party by any court or other
governmental or judicial authority by reason of such party's having or being deemed to
have prepared or imposed such provision.
15. Agreement; RecordinE. This Agreement runs with the land and is
enforceable by each party against the other, including representatives, heirs, successors
and assigns, lessees, agents, and licensees. The NCDOT shall record a Memorandum of
this Agreement and any amendment hereto in a timely fashion with the Office of the
Register of Deeds for Brunswick County, North Carolina, and may re-record it at any
time as may be required to preserve its rights under this Agreement.
[This space left intentionally blank)

IN WITNESS WHEREOF, the parties have caused this Agreement to be
executed and delivered through their duly authorized agents effective as of the date first
above written.
STATE OF NORTH CAROLINA
COUNTY OF _~i.J L (1G
Q
I, ~,UWw~.I. , f ~ ~ ,Notary Public of the aforesaid County and
State, do hereby certify that LaDane Williamson personally appeared before me this day
and acknowledged the due execution of the foregoing instrument.
WITNESS my hand and notarial seal, this ?5 day of 2006.
My commission expires: ~~ a~Q~
Notary Public
(AFFIX SEAL)

..
DR. DECAROL WILLIAMSON
STATE OF NORTH CAROLINA
COUNTY OF 'N @,t,U ~
I, V ~ytA,,ti ~1D~~ ,Notary Public of the aforesaid County and
State, do hereby certify that Dr. DeCarol Williamson personally appeared before me this
day and acknowledged the due execution of the foregoing instrument.
WITNESS my hand and notarial seal, this25 day of ITV, 2006.
My commission expires: U1
v ~~-~-
NotaryPublic
(AFFIX SEAL) ~~~~~~~-gp~1~~~~i
`\~ J~PN ' ' NpGi~
:y ;
° NOTARY '
=z: ~*~ _
~~•° PUBLIC • V=
°2~
.'
.ti
~~~'~~i,°,~R co~a ~~~
~-III-1

Agreement solely to the extent that
she has any marital right to the
Property
STATE OF NORTH CAROLINA
COUNTY OF l~I ~,I~
I, V ~ulq,1/1 Du~OI ,Notary Public of the aforesaid County and
State, do hereby certify that Jan Williamson personally appeared before me this day and
acknowledged the due execution of the foregoing instrument.
WITNESS my hand and notarial seal, this2~ day of ~~~~~V; 2006.
My commission expires: lU
(AFFIX SEAL)
~~~\\\\~O N ~tURq /°~i
~`~Q ;
~t '
:- ,~~
~~ .J:
it
Notary Public
*Jan Williamson executes this

NORTH CAROLINA DEPARTMEN
OF TRANSPORTATION
BY: 4..
A. D. Allison, II
Assistant Manager, Right of Way Branch
North Carolina Department of Transportation
1546 Mail Service Center
Raleigh, NC 27699-1546
ATTEST:

SECRETARY 'T~ THE BOARD O~
TRANSPORTATION AND CUST IAN
OF THE SEAL OF THE DEPARTMENT
OF TRANSPORTATION
NORTH CAROLINA
WAKE COUNTY
(Seal)
This the „~~~ day of November, 2006, personally appeared before me, Denise Amato,
a Notary Public of Pitt County and State, Tammy B. Denning, who being by me duly sworn, says
that she lrnows the Seal of the Department of Transportation and is acquainted with A. D. Allison,
II, who is Assistant Manager of Right of Way of the Division of Highways of said Department,
and that she, the said Tammy B. Denning, is the Secretary to the Board of Transportation and
Custodian of the Seal of the Department of Transportation, and saw said Assistant Manager of
Right of Way sign the foregoing instrument, and that she, the said Secretary to the Board of
Transportation and Custodian of the Seal of the Department of Transportation, affixed said seal to
said instrument and signed her name in attestation of the execution thereof in the presence of said
Assistant Manager of Right of Way.
WITNESS my hand and Notarial Seal, the ,2.i ~~ day of November, 2006.
~ f~ ~~~
Notary Public
My Commission Expires: October 29, 2009 ````.~~``~.. 1 S E ~~~~,y,
.~~~` o~N A~~9 ~~s
~= Nor o
_~ p~eARY
~~

Exhibit A- Williamson Agreement

EXHIBIT C
STATE OF NORTH CAROLINA
COUNTY OF BRUNSWICK
PREPARED BY: Lisa Glover
Assistant Attorney General
North Carolina Department of Justice
RETURN TO: North Carolina Department of Transportation
Natural Environment Unit
1598 Mail Service Center
Raleigh, NC 27699-1598
P.I.N. #
CONSERVATION EASEMENT AND
EASEMENT OF INGRESS AND EGRESS
This Conservation Easement and Easement of Ingress and Egress is granted on this
day of 2006, by LADANE WILLIAMSON and DR. DECAROL
WILLIAMSON and wife JAN WILLIAMSON (hereinafter and collectively, the
"WILLIAMSONS"), having an address of ,North Carolina,
(hereinafter, "Grantors"), to THE NORTH CAROLINA DEPARTMENT OF
TRANSPORTATION, having an address of 1598 Mail Service Center, Raleigh, NC 27699-1598
(hereinafter; "NCDOT" or "Grantee").
1

The designation Grantors and Grantee as used herein shall include said parties, their heirs,
successors and assigns, and shall include singular, plural, masculine, feminine, or neuter as
required by context.
WHEREAS:
The Grantors are the sole owners in fee simple of certain real property more particularly
described in Deed Book 1142, Page 233, of the Brunswick County Registry, which consists of
approximately 3500 acres, more or less, located in Township, Brunswick County, North
Carolina (hereinafter, "the Property").
The Property provides natural wildlife habitat for a wide variety of land, air and aquatic
species, because of the wetland and Carolina Bay habitat that are present within the Property;
many of these species, which rely on the wetland and bay habitat, are of great importance to the
Grantors and the people of North Carolina.
The Grantors are willing to grant a perpetual Conservation Easement over acres of
the Property (hereinafter, the "Conservation Easement Area"), thereby restricting and limiting the
use of land within the Conservation Easement Area to the terms and conditions and for the
purposes hereinafter set forth, and to further grant a Permanent Access Easement of Ingress and
Egress (hereinafter, "Permanent Access Easement") to the Conservation Easement Area upon
and along the Property as more particularly set forth hereinafter.
The NCDOT is an agency of the State of North Carolina whose purpose includes the
construction of transportation projects for public use and who has the authority to acquire land
for the purpose of mitigating environmental impacts of these transportation projects.
In connection with Transportation Improvement Program Project R-2245, the
NCDOT desires to preserve Carolina Bays located near the Project and preserve
wildlife crossings between the Bays, and to hold a conservation easement over
said Bays and crossings, referred to as the Conservation Easement Area;
The purposes of the Conservation Easement over the Conservation Easement Area
are (1) to preserve and protect the conservation values of the Conservation
Easement Area, which include, but are not limited to, natural resources; wildlife
habitat for land, air and aquatic species; aquatic resources, including streams,
rivers, ponds, bays, and wetlands; and scenic resources of the Property; (2) to
prevent any use of the Conservation Easement Area that will significantly impair
or interfere with these purposes; and, (3) to maintain permanently the dominant
woodland, scenic and natural character of the Conservation Easement Area.
The Grantors intend that the conservation values of the Conservation Easement Area be
preserved and maintained, and further, the Grantors intend to convey to the Grantee the right to
preserve and protect the conservation values of the Conservation Easement Area in perpetuity.
2

The conservation purposes of this Conservation Easement are recognized by the Uniform
North Carolina Conservation and Historic Preservation Agreements Act, N.C.G.S. § 121-34 et
seg., which provides for the enforceability of restrictions, easements, covenants or conditions
"appropriate to retaining land or water areas predominantly in their natural, scenic, or open
condition or in agricultural, horticultural, farming or forest use," N.C.G.S. § 121-35(1); and
which provides for tax assessment of lands subject to such agreements "on the basis of the true
value of the land and improvement less any reduction in value caused by the agreement,"
N.C.G.S. § 121-40.
NOW, THEREFORE, in consideration of the sum of ONE Dollar ($1.00) and for other
valuable considerations to the Grantors, and in consideration of the mutual covenants, terms,
conditions and restrictions contained herein, the Grantors hereby grant and convey unto the
Grantee and its successors or assigns forever and in perpetuity a Conservation Easement of the
nature and character and to the extent hereinafter set forth, in respect to the Conservation
Easement Area of the Property of the Grantors situated in Brunswick County, North Carolina, as
described in Exhibit A; together with a Permanent Access Easement as more particularly
described below in Paragraph 4 and in Exhibit B, attached hereto and incorporated by reference.
All subsequent references to the Conservation Easement shall include, where appropriate,
reference to the Permanent Access Easement.
The terms, conditions and restrictions of the Conservation Easement and Permanent
Access Easement are as hereinafter set forth:
1. Grant of Conservation Easement
The Grantors hereby voluntarily grant and convey to the Grantee, and the Grantee hereby
voluntarily accepts, a perpetual Conservation Easement, which is an immediately vested interest
in real property of the nature and character described herein. The Grantors agree that they will
not perform, nor knowingly allow others to perform, any act on or affecting the Conservation
Easement Area that is inconsistent with the covenants herein. The Grantors authorize the
Grantee to enforce these covenants in the manner described below.
The Grantors hereby voluntarily grant and convey to the Grantee all development rights
for the Conservation Easement Area, except as otherwise reserved and provided by the terms of
this Conservation Easement, that are now or hereafter inherent in the Conservation Easement
Area. The parties agree that such rights are terminated and extinguished, and may not be used on
or transmitted to any portion of the Property, as it now or hereafter may be bounded or described,
or to any other property.
2. Statement of Purpose, Duration
The purposes of the Conservation Easement are, as more particularly described above, to
preserve current and future conservation values inherent in the Property. Except as specifically
3

permitted herein, no activity that shall significantly impair the condition of the Conservation
Easement Area shall be permitted.
This Conservation Easement shall be perpetual. It is an easement in gross, runs with the
land and is enforceable by the Grantee against the Grantors, its representatives, heirs, successors
and assigns, lessees, agents, and licensees.
3. Description of Conservation Easement Area
The Conservation Easement Area is comprised of total acres, as more particularly
described in Exhibit A.
4. Access
The Grantors hereby grant and convey to the Grantee a Permanent Access Easement over
the Property to the Conservation Easement Area, continuing in perpetuity. The location of the
Permanent Access Easement is described in Exhibit B.
The NCDOT and its authorized representatives, including the USACE and the Ecosystem
Enhancement Program of the North Carolina Department of Environment and Natural Resources
(hereinafter, "EEP"), at all reasonable times and continuing in perpetuity, shall have the right to
access the Conservation Easement Area through the Property over this Permanent Access
Easement (1) in order to study, inventory, monitor, maintain, enhance and preserve the
Conservation Easement Area; (2) in order to access, study, inventory, monitor, maintain, and
preserve adjoining property in which NCDOT holds or will hold a conservation easement; and
(3) for the purpose of inspecting the Conservation Easement Area to determine if the Grantors
are complying with the terms, conditions, restrictions, and purposes of this Conservation
Easement. The NCDOT will notify the Grantors by phone, email, or other correspondence
before entering the Property for the purpose of determining compliance. However, if the NCDOT
in its sole discretion determines, that circumstances require immediate entry, such party is not
required to notify the Grantors prior to entry but will notify the Grantors within two business
days of such entry.
5. Rights and Responsibilities Retained by the Grantors
Subject to the terms and restrictions contained herein, the Grantors reserve to and for
itself and its successors all customary rights and privileges of ownership, including without
limitation the right to quiet enjoyment of the Conservation Easement Area; the rights to sell,
lease, encumber, impose restrictions on and devise the Conservation Easement Area, provided
such transaction is subject to the terms of this Conservation Easement and written notice is
provided to the Grantee; together with any rights not specifically prohibited by or limited by this
Conservation Easement, and not inconsistent with the purposes of this Conservation Easement.
Unless otherwise specified below, nothing in this Conservation Easement shall require the
Grantors to take any action to restore the condition of the Conservation Easement Area after any
4

Act of God. The Grantors understand that nothing in this Conservation Easement relieves it of
any obligation or restriction on the use of the Conservation Easement Area imposed by law.
6. Right to Privacy
The Grantors retain the right to privacy and the right to exclude any member of the public
from trespassing on the Conservation Easement Area. This Conservation Easement does not
create any rights of the public in, on or to the Conservation Easement Area, although the public
has the right to view the Conservation Easement Area from any adjacent publicly accessible
areas. The Grantors may allow public access to the Conservation Easement Area; however, any
such access must be consistent with the terms and conditions of this Easement, and may not
impair or interfere with the conservation values of this Conservation Easement Area.
7. Subdivision
The Conservation Easement Area may not be subdivided, partitioned nor conveyed from the
Property, except in its current configuration as an entity or block of the Property.
8. Passive Recreational Use
The Grantors retain the right to engage in passive recreational uses of the Conservation
Easement Area (requiring no surface alteration of the land and posing no threat to the
conservation values set forth herein), including, without limitation, walking or animal and plant
observation as long as such activity is consistent with the purposes of this Conservation
Easement and is not prohibited by Paragraph 9 below. Fishing, hunting, or equestrian use of the
Conservation Easement Area are prohibited.
9. Permitted and Restricted Activities
Any activity on, or use of, the designated Conservation Easement Area inconsistent with
the purposes of this Conservation Easement is prohibited. Unless expressly reserved as a
compatible use herein, any activity in, or use of, the Conservation Easement Area by the Grantors
is prohibited as inconsistent with the purposes of the Conservation Easement. The Conservation
Easement Area shall be maintained in its natural, scenic and open condition and restricted from
any development that would significantly impair or interfere with the conservation values of this
Conservation Easement Area, and any use or activity that causes or is likely to cause significant
soil degradation or erosion or significant pollution of any surface or sub-surface waters is
prohibited. Any rights not expressly reserved hereunder by the Grantors have been acquired by
the Grantee.
Without limiting the generality of the foregoing, the following activities and uses are
expressly prohibited, restricted or reserved as indicated hereunder:
A. Disturbance of Natural Features
5

Any changes, disturbance, alteration or impairment of the natural, scenic and aesthetic
features of the Conservation Easement Area or any introduction of non-native plants and/or
animal species is prohibited unless the NCDOT gives its prior written consent or unless
otherwise expressly permitted herein.
B. Agricultural, Grazing, and Horticultural Use and Fencing
Agricultural, grazing and horticultural use, including landscaping, of the Conservation
Easement Area is prohibited. No herbicides, insecticides, fungicides, fertilizers or other
potentially harmful substances maybe used in the Conservation Easement Area without advance
written permission from the NCDOT. No agricultural products or by-products may be disposed
of in the Conservation Easement Area or within 100 feet of the streambank, whichever is greater,
or result in or cause discharge or runoff directly into the Conservation Easement Area. Existing
fences may be repaired and replaced. Grantee or its representatives, specifically including the
EEP, may install fencing around the perimeter of the Conservation Easement Area. Grantors will
be responsible for maintenance of all fences.
C. Silvicultural Use and Land Clearing
There may be no destruction or cutting of trees or plants in the Conservation Easement
Area, except upon written approval of NCDOT. The gathering of firewood in the Conservation
Easement Area shall be limited to dead trees, such that the gathering is consistent with the
purposes of this Conservation Easement. Removal of large live trees, or thinning of the forest or
removal of brush for fire management, may be allowed in some cases provided that any such
request is consistent with the purposes of this Conservation Easement and the Grantors obtain
prior written approval from the NCDOT.
The Grantee is permitted to construct and maintain walking trails on upland areas within
the conservation easement. Designated wetland areas must be bridged or crossed using an
elevated boardwalk. The trails may be a maximum width of six (6) feet. No additional clearing
may take place outside the six (6) foot width. The trails maybe surfaced with compacted soil or
gravel (maximum aggregate size of three quarters (3/4) of an inch) if necessary to allow access
for the disabled. The trails may be maintained through mowing.
D. Dumping and Storage
Dumping or storage of soil, trash, refuse, debris, ashes, garbage, waste, abandoned
vehicles or parts, appliances, machinery, or hazardous substances, or toxic or hazardous waste, or
any placement of underground or aboveground storage tanks or other materials on the
Conservation Easement Area is prohibited. No agricultural products or by-products, or
agricultural equipment, may be dumped or stored in the Conservation Easement Area. Grantors
shall be responsible for removing any dumped or stored material.
E. Mineral Use, Excavation, and Dredging
6

There shall be no filling, excavation, dredging, mining or drilling; no removal of topsoil,
sand, gravel, rock, peat, minerals or other materials, and no change in the topography of the land
in any manner on the Conservation Easement Area, or on adjacent property if owned by the
Grantors or their successors, which would cause erosion or siltation on the Conservation
Easement Area.
F. Industrial Use
Industrial activities on the Conservation Easement Area are prohibited.
G. Residential Use
Residential use of the Conservation Easement Area is prohibited.
H. Commercial Use
Commercial activities in the Conservation Easement Area are prohibited.
I. Construction, Roads and Road Building, Motorized Vehicles
There shall be no building, shed, facility, mobile home, or other structure constructed or
placed in the Conservation Easement Area. No new roads, either paved or unpaved, may be
constructed in the Conservation Easement Area. Motorized vehicles, including off-road vehicles,
are prohibited in the Conservation Easement Area. However, the NCDOT expressly reserves the
right to install, operate, and maintain structures or unpaved roads, and to use motorized vehicles
in any manner necessary, for the purpose of preserving, protecting, and maintaining the
conservation values of the Conservation Easement Area.
Provided, however, that Grantors are permitted to construct an access road through the
Wildlife Corridor. The total width of clearing for the road and any associated pathways,
drainage, and utilities may not exceed one hundred (100) feet. The provisions of N.C.G.S. §
136-102.6 and any other applicable statutes, regulations, or policies govern acceptance of the
subdivision road and the wildlife crossings (described below) onto the State highway system.
The Williamsons will be solely responsible for planning, design, and construction of the
subdivision road, including obtaining any and all permits necessary for the construction of the
subdivision road. The Williamsons must obtain advance written permission from NCDOT
before beginning construction of the subdivision road and wildlife crossings, with such written
permission not to be unreasonably delayed or withheld.
In order to maintain continuity between the Wildlife Corridor 1 and West Bay, the
Grantors will provide a minimum of four (4) sixty inch (60") by forty-six inch (46") corrugated
aluminum pipe arches, spread evenly across the width of the wildlife corridor, with a continuous
aluminum headwall on both ends, to be used as wildlife crossings. The bottom of the pipes shall
be buried one foot (1') below the ground surface. The pipes will be backfilled along their entire
length with one foot (1') of soil. The wildlife crossings must be built in accordance with Exhibit

C, attached hereto. Four pre-cast concrete bridge openings maybe used in place of the pipe-arch
configuration provided the vertical clearance and total opening area of the four bridges equals or
exceeds that for the pipe-arch configuration. The wildlife crossings must be constructed and
operational by the time construction of the subdivision road is complete and before the road is
open to traffic.
J. Signs
No signs shall be permitted in the Conservation Easement Area except interpretive signs
describing activities and the conservation values of the Conservation Easement Area, signs
identifying the owner of the Property and the holder of the Conservation Easement, and signs
giving directions or prescribing rules and regulations for the use of the Conservation Easement
Area, which shall specifically include "No Trespassing," "No Hunting," and "Posted" signs, if
applicable.
K. Utilities
The installation of utility systems, including, without limitation, water, sewer, power,
fuel, and communication lines and related facilities, is prohibited. If there are existing utility
easements located in the Conservation Easement Area or affecting the Conservation Easement
Area, the Grantors shall notify the NCDOT if right-of--way clearing or other work in the
Conservation Easement Area is scheduled by the utility. Any such clearing should be in keeping
with the intent of the Conservation Easement.
L. Water Quality and Drainage Patterns
The Grantors shall conduct no activities in the Conservation Easement Area that would
be detrimental to water quality or to any of the plants or habitats within the Conservation
Easement Area, or that would alter natural water levels, drainage, sedimentation and/or flow in or
over the Conservation Easement Area, or cause soil degradation or erosion. Diking, dredging,
alteration, draining, filling or removal of wetlands or stream by the Grantors is prohibited. In
addition, the Grantors are prohibited from diverting or causing or permitting the diversion of
surface or underground water into, within or out of the Conservation Easement Area by any
means; polluting or discharging into waters, springs, seeps, or wetlands; or using pesticides or
biocides in the Conservation Easement Area unless agreed to in writing by the NCDOT.
M. NCDOT's Rights
The NCDOT, on behalf of itself and its authorized representatives, specifically including
the EEP, reserves the right to use the Conservation Easement Area in any way necessary,
consistent with the terms herein, to undertake any activities to protect, restore, manage, maintain,
or enhance the conservation values of this Conservation Easement. NCDOT specifically reserves
the right to use the Conservation Easement Area in the future for additional mitigation or
conservation activities that further the conservation values of the Conservation Easement Area.
8

10. Ongoin Responsibilities of the Grantors
Other than as specified herein, this Conservation Easement is not intended to impose any
legal or other responsibility on the Grantee, or in any way to affect any existing obligation of the
Grantors as owners of the Property. Among other things, this shall apply to:
A. Taxes
The Grantors shall continue to be solely responsible for payment of all taxes and
assessments levied against the Property. If the Grantee is ever required to pay any taxes or
assessments on its interest in the Property, the Grantors will reimburse the Grantee for the same.
B. Upkeep and Maintenance
The Grantors retain all responsibilities and shall bear all costs and liabilities of any kinds
related to the ownership, operation, upkeep and maintenance of the Property, including the
maintenance of adequate comprehensive general liability insurance coverage. The Grantee shall
have no obligation for the upkeep or maintenance of the Property.
C. Liability and Indemnification
The Grantors agree to indemnify and hold the Grantee harmless from any and all costs,
claims or liability, including but not limited to reasonable attorney's fees arising from any
personal injury, accidents, negligence or damage relating to the Property, or any claim thereof,
unless due to the intentional misconduct or negligence of the Grantee or their agents, in which
case liability shall be apportioned to the extent allowed by law.
11. Enforcement
The NCDOT shall have the right to prevent violations and remedy violations of the terrns
of this Conservation Easement through judicial action, which shall include, without limitation,
the right to bring proceedings in law or in equity against any party or parties attempting to violate
the terms of this Conservation Easement. Except when an ongoing or imminent violation could
irreversibly diminish or impair the conservation values of the Conservation Easement Area, the
NCDOT shall give the Grantors written notice of the violation and thirty (30) days to cure the
violation, before commencing any legal proceedings. If a court with jurisdiction determines that
a violation may exist or has occurred, the NCDOT may obtain an injunction to stop the violation,
temporarily or permanently. The parties agree that a court may issue an injunction or order
requiring the Grantors to restore the Conservation Easement Area to its condition prior to the
violation as restoration of the Conservation Easement Area may be the only appropriate remedy.
In any case where a court finds that a violation has occurred, the Grantors shall reimburse the
NCDOT for all its expenses incurred in stopping and correcting the violation, including but not
limited to court costs, attorneys' fees, and any other costs incurred with onsite remediation. If
legal action is brought by the NCDOT and the court finds that no violation has occurred, each
party shall bear its own costs. The failure of the NCDOT to discover a violation or to take

immediate legal action shall not bar it from doing so at a later time for that violation or any
subsequent violations.
12. Transfer of Easements
The Grantee shall have the right to transfer this Conservation Easement and Permanent
Access Easement to the EEP, or any public agency or to a private nonprofit organization that, at
the time of transfer, is a qualified organization under §170(h) of the U.S. Internal Revenue Code,
as amended and under NCGS §121-34 et seq., provided the agency or organization expressly
agrees to assume the responsibility imposed on the transferring party or parties by this
Conservation Easement. As a condition of such transfer, the Grantee shall require that the
conservation purposes intended to be advanced hereunder shall be continued to be carried out.
13. Transfer of Property
The Grantors agree to incorporate by reference the terms of this Conservation Easement
and Permanent Access Easement in any deed or other legal instrument by which it transfers or
divests itself of any interests, including leasehold interests, in all or a portion of the Conservation
Easement Area. Failure of the Grantors to comply with this section shall not impair the validity
of this Conservation Easement and Permanent Access Easement as to successor owners or limit
their enforceability in any way, nor shall the Grantors's failure to comply with this section
constitute a default under this Conservation Easement.
14. Amendment of Easements
This Conservation Easement and Permanent Access Easement may be amended by a
written instrument executed by the Grantee and the Grantors. Any such amendment shall be
consistent with the purpose of this Conservation Easement and its terms, and shall comply with
Section 170(h) of the Internal Revenue Code or any regulations promulgated in accordance with
that section. Any such amendment shall be duly recorded.
15. Procedure in the Event of Changed Conditions
The grant or donation of this Conservation Easement gives rise to a property right
immediately vested in the Grantee, with a fair market value equal to the proportionate value that
the Conservation Easement bears to the value of the Property as a whole. That proportionate
value of the Grantee's property rights shall remain constant. If a change in conditions occurs,
which makes impossible or impractical any continued protection of the Conservation Easement
Area for conservation purposes, the restrictions contained herein may only be extinguished by
judicial proceeding. Any proceeds recovered in such actions shall be divided in accordance with
the proportionate value of the Grantors's and Grantee's interests as specified herein; all expenses
including attorneys' fees incurred by the Grantors and Grantee in such action shall be paid out. of
the recovered proceeds. The Grantee, its successors and assigns, shall be entitled to a portion of
the proceeds of such sale, exchange, involuntary conversion of the Property, or any damage
award with respect to any judicial proceeding. Upon such proceedings, such portion shall be
10

equal to the proportionate value that the Grantee's, its successor's and assign's, interest in the
Conservation Easement Area bears to the value of the Property as a whole as of the date of the
recording of this Conservation Easement. "Proceeds of Sale" shall mean the cash value of all
money and property paid, transferred or contributed in consideration for, or as otherwise required
as a condition to the sale, exchange or involuntary conversion of the Conservation Easement
Area, or any damages otherwise awarded as a result of judicial proceeding, minus the Grantors's
expenses from such transaction or proceeding.
16. Procedure in the Event of Condemnation or Eminent Domain
Whenever all or part of the Property is taken by exercise of eminent domain. by public,
corporate or other authority, or by negotiated sale in lieu of condemnation, so as to abrogate the
restrictions imposed by this Conservation Easement, the Grantors shall immediately give notice
to the Grantee and shall take all appropriate actions at the time of such taking or sale to recover
the full value of the taking and all incidental or direct damages resulting from the taking. Any
proceeds recovered in such actions shall be divided in accordance with the proportionate value of
the Grantors's and Grantee's interests as specified herein; all expenses including attorneys' fees
incurred by the Grantors and Grantee in such action shall be paid out of the recovered proceeds
to the extent not paid by the condemning authority. The Grantee, its successors and assigns, shall
be entitled to a portion of the proceeds of such sale, exchange, involuntary conversion of the
Property, or any damage award with respect to any judicial proceeding. Such portion shall be
equal to the proportionate value that the Grantee's, its successor's and assign's interest in the
Conservation Easement Area bears to the value of the Property as a whole as of the date of the
recording of this Conservation Easement. "Proceeds of Sale" shall mean the cash value of all
money and property paid, transferred or contributed in consideration for, or as otherwise required
as a condition to the sale, exchange or involuntary conversion of the Conservation Easement
Area, or any damages otherwise awarded as a result of judicial proceeding, minus the Grantors's
expenses from such transaction or proceeding.
17. Interpretation
This Conservation Easement shall be interpreted under the laws of the State of North
Carolina, resolving any ambiguities and questions of the validity of specific provisions so as to
give maximum effect to its conservation purposes.
18. Perpetual Duration; Severability
This Conservation Easement and Permanent Access Easement shall be servitudes running
with the land in perpetuity. Every provision of this Conservation Easement and Pernlanent
Access Easement that applies to the Grantors or the Grantee shall also apply to their respective
agents, heirs, executors, administrators, assigns, and all other successors as their interests may
appear. Invalidity of any of the covenants, terms or conditions of this Conservation Easement or
Permanent Access Easement, or any part thereof, by court order or judgment shall in no way
affect the validity of any of the other provisions hereof, which shall remain in full force and
effect.
11

19. Notices
Any notices required by this Conservation Easement shall be in writing and shall be
personally delivered or sent by first class mail to the parties respectively at the following
addresses, unless a party has been notified in writing by the other of a change of address:
To the Grantors:
To NCDOT:
Office of Natural Environment
1598 Mail Service Center
Raleigh, NC 27699-1598
In any provision of this Conservation Easement in which the Grantors is required to
provide advance notice to the Grantee of any activity on the Property, such notice shall be given
not less than thirty days prior to the planned commencement of the activity. If the Grantee's
approval is required, such approval shall be deemed withheld unless the Grantee provides to the
Grantors written notice of approval within 30 days of receipt of said request. If the Grantors
have received no response after said 30 days, the Grantors may send a second written notice to
the Grantee requesting a statement of the reasons for the disapproval and the Grantee shall
respond within 30 days with an explanation for the specific reasons and basis for its decision to
disapprove.
20. Grantors's Title Warranty
The Grantors covenant and represent that the Grantors are the sole owners and are seized
of the Property in fee simple and has good right to grant and convey the aforesaid Conservation
Easement and Permanent Access Easement; that the Conservation Easement Area and Permanent
Access Easement are free and clear of any and all encumbrances, except easements and leases of
record or in effect by prescriptive rights as of the date hereto; and that there is legal access to the
Property; and the Grantors covenant that the Grantee shall have the use of and enjoy all of the
benefits derived from and arising out of the aforesaid easements conveyed.
21. Subsequent Liens
No provisions of this Conservation Easement should be construed as impairing the ability
of the Grantors to use the Conservation Easement Area as collateral for subsequent borrowing.
Any such liens shall be subordinated to this Conservation Easement.
22. Subsequent Easements/Restrictions
12

The grant of any easements or use restrictions that might diminish or impair the
conservation values of the Conservation Easement Area is prohibited. Any such easements or
restrictions shall be subordinated to this Conservation Easement and Permanent Access
Easement.
23. Grantors's Environmental Warranty
The Grantors warrant that they have no actual knowledge of a release or threatened
release of hazardous substances or wastes on the Property, as such substances and wastes are
defined by applicable federal and state law, and hereby promise to defend and indemnify the
Grantee against all litigation, claims, demands, penalties and damages, including reasonable
attorneys' fees, arising from or connected with any release of hazardous waste caused by the
intentional or negligent act of the Grantors or violation of federal, state or local environmental
laws caused by the negligent or intentional act of the Grantors. Without limiting the generality of
the foregoing, nothing in this Conservation Easement shall be construed as giving rise to any
right or ability in the Grantee, nor shall the Grantee have any right or ability, to exercise physical
or managerial control over the day-to-day operations of the Property, or otherwise to become an
operator with respect to the Property within the meaning of The Comprehensive Environmental
Response, Compensation and Liability Act of 1980, as amended.
24. Entire Agreement
This instrument sets forth the entire agreement of the parties with respect to the
Conservation Easement and Permanent Access Easement and supersedes all prior discussions,
negotiations, understandings or agreements relating to the said easements.
25. Recording
The Grantee shall record this instrument and any amendment hereto in timely fashion
with the Office of the Register of Deeds of Brunswick County, North Carolina, and may re-
record it at any time as maybe required to preserve its rights under this Conservation Easement.
26. Merger
The Parties agree that the terms of this Conservation Easement and Permanent Access
Easement shall survive any merger of the fee and easement interest in the Property.
TO HAVE AND TO HOLD this Conservation Easement and Permanent Access
Easement unto the Grantee, its successors and assigns, forever.
IN WITNESS WHEREOF, the Grantors and Grantee, intending to legally bind
themselves, have set their hands on the date first written above.
13

GRANTORS:
(Seal)
LADANE WILLIAMSON
NORTH CAROLINA
COUNTY
I, a Notary Public of County, North Carolina do
hereby certify that LaDane Williamson personally appeared before me this day and executed the
foregoing instrument.
Witness my hand and official stamp or seal this the day of , 2006.
Notary Public (SEAL)
My commission expires:_
14

(Seal)
DR. DECAROL WILLIAMSON
NORTH CAROLINA
COUNTY
I, a Notary Public of County, North Carolina do
hereby certify that DeCarol Williamson personally appeared before me this day and executed the
foregoing instrument.
Witness my hand and official stamp or seal this the day of , 2006.
Notary Public (SEAL)
My commission expires:_
15

JAN WILLIAMSON*
(Seal)
*Jan Williamson executes this
Agreement solely to the extent that
she has any marital right to the
Property
NORTH CAROLINA
COUNTY
I, a Notary Public of County, North Carolina do
hereby certify that Jan Williamson personally appeared before me this day and executed the
foregoing instrument.
Witness my hand and official stamp or seal this the day of _ _ , 2006.
Notary Public (SEAL)
My commission expires:_
16

Accepted:
GRANTEE:
THE NORTH CAROLINA DEPARTMENT
OF TRANSPORTATION
By: A.D. Allison, II
Assistant Manager, Right of Way Branch
NORTH CAROLINA
COUNTY
I, a Notary Public of County, North Carolina do
hereby certify that A.D. Allison, II personally came before me this day and acknowledged that he
is the Assistant Manager of the Right of Way Branch of the North Carolina Department of
Transportation, an agency of the State of North Carolina, and that by authority duly given he
executed the foregoing instrument.
Witness my hand and official stamp or seal this the day of , 2006.
Notary Public (SEAL)
My commission expires:_
17

EXHIBIT A
CONSERVATION EASEMENT AREA
All of that property designated as " " as shown on a survey
for the North Carolina Department of Transportation dated ,prepared by
and recorded in Map Book at Page in the office of the
Register of Deeds for Brunswick County.

EXHIBIT B
PERMANENT ACCESS EASEMENT
All of that property designated as " " as shown on a survey
for the North Carolina Department of Transportation dated ,prepared by
and recorded in Map Book at Page in the office of the
Register of Deeds for Brunswick County.

'O'N `HDI3,11H NL~IS °06 • SNOIld9fidd00 „l X „E HOdM 3dId „94 X„09 ~ ti
SAVMHJIH d0 N0ISIIIIU
N0IlM1d0dSNf/dl d0 '1d30 S1a3A~nD 3dId W O
° ~
vNl,oti~ H1doN anon and ~ivMaN3 WnNrwmv
d0 31V1S dOd DNIM1~d0 ,IV130 HSI,DN3 ~ ~

~ ~'
z~> J
a ~~ ~ 11
II
II
.~~
m
N ~

~ c1 F
W

~
~ >

3
~
d
\
~ =
~
yam,,
C
7 ~ ~ ~
H J ~ p
p
H ¢pF
~ J ~
J C
~ GGg77M ~ \
® C >
F
~~ ~~ .r
~~
?
'~ lfl
W

~
~ ~
~ ..
g a
.z
II
W
~g ~
~ ~
'E~~ ;~~
~ ~
~ LL
<o
W
~ ~ ,~o ,0-
m
J~'W W ~ ~
F p
ul 0~"
4
W
~I i (,1,~~) ~W z~
~ 2 ~v M
~f0 G G u
.
M I~
~1
II

U
.~-+
•H
.~
....,
W
e
i
0
Z p'~
~I
W
J
W

lV
~ I

i _
s I
1
b
K

.at
~
_
m
x
_
W ~~
M
J II
O
~II
6
O
STATE OF ENGLISH DETAIL DRAWING FOR ~ ~
NORTH CAROLINA ALUMINUM ENDWALL FOR FOUR " °
DEPT. OF TRANSPORTATION ° ~
DIVISION OF HIGHWAYS PIPE CULVERTS ~ M
RALEIGH, N.C. BO" X 46" PIPE ARCH 3" X 1" CORRUGATIONS - 90° SKEW W CD

Exhibit D- Williamson Agreement
DEED FOR HIGHWAY RIGHT OF WAY
THIS INSTRUMENT DRAWN BY
RETURN TO: Division Right of Way Agent
NCDOT - 3113 N. Kerr Avenue
Wilmington, NC 28405
NORTH CAROLINA
COUNTY OF BRUNSWICK
TAX MAP AND LOT 21900001
CHECKED BY
T.I.P. No.:
WBS ELEMENT:
PARCEL NUMBER:
ROUTE:
R-2245
34407.3.1
R-2245
Second Bridge to Oak Island
THIS FEE SIMPLE DEED, made and entered into this the day of 2006
by and between Dr. DeCarol Williamson and wife, Jan Williamson, and LaDane Williamson
ADD ADDRESS HERE
hereinafter referred to as G-RANTORS, and the Department of Transportation, an agency of the State of North
Carolina, hereinafter referred to as the Department;
WITNESSETH
That the GRANTORS, for themselves, their heirs, successors, and assigns, for and in consideration
of the sum of $ agreed to be paid by the DEPARTMENT to the GRANTORS, do hereby
give, grant and convey unto the DEPARTMENT, its successors and assigns, in FEE SIMPLE (together with
any provisions relating to abutter's rights of access which may be hereinafter stated), that certain property
located in Lockwood Folly Township, Brunswick County, North Carolina, which is particularly
described as follows:
Control of Access Right of Way for Access Corridor 4 (ACC41 for Transportation Improvement Program Project
R-2245 (hereinafter, "ACC4 Right of Way"):
ACC 4: [insert legal description here]
The property hereinabove described is a portion of the property acquired by the GRANTORS by
instrument(s) recorded in the Brunswick County Registry in Deed Book Page
IT IS UNDERSTOOD AND AGREED between the parties hereto that this conveyance is made for the
purpose of constructing and establishing upon the right of way hereby conveyed a road or highway designated
as State Highway Project 34407.3.1, Transportation Improvement Program Project R-2245 (hereinafter, "the
Project"), Brunswick County, which road or highway is a controlled access facility as defined by law and the
GRANTORS shall have no right of access to said road or highway, except as shown on the final right of way
plans (hereinafter, "Plans") and specifically subject to the restrictions upon access for the ACC3 Corridor set
forth hereinafter. The Plans for the Project showing the above described right of way are to be certified and
recorded in the Office of the Register of Deeds for said County pursuant to N.C.G.S. 136-19.4, reference to
which Plans is hereby made for purposes of further description and for greater certainty.
The Grantors by the execution of this instrument, acknowledge that the Plans for the Project as they
affect their remaining property have been fully explained to them or their authorized representative, and they
do hereby release the Grantee, its successors and assigns from any and all claims for damages resulting
from the construction of said Project or from the past, present or future use of said premises herein conveyed
FRM7-B
R/w D-1.2
Page 1 of 3

for any purpose for which the said Department is authorized bylaw to subject the same.
Conveyance of the ACC4 Right of Way is made for the acquisition of Right of Way for a Control of
Access Corridor (ACC4); however, it is specifically understood that any road or highway constructed or
established thereon shall be constructed by and at the expense of the Grantors, or their successors in title to the
adjoining lands, and not by the Department.
Access from the adjoining property of the Grantors to the future road or highway that may be
constructed by the Grantors within the said ACC4 corridor will be allowed at a point more particularly described
as follows: By means of a specific access point 100 feet in width, which is located along the following described
line: Beginning at a point [insert description here].
The Grantors, as owners of the adjoining property, or their successors in title, must obtain from the
Department an approved driveway access permit prior to beginning construction of the road or highway within
the ACC4 corridor. The application for a driveway access permit shall be made in accordance with the North
Carolina Department of Transportation's "Policy On Street and Driveway Access to North Carolina Highways" in
effect at the time of such application, subject to the rules, regulations, conditions, specifications, and permit
processes of the NCDOT and those of any local governments, including but not limited to the submission to, and
approval by, such governmental entities of a proposed site development and traffic plan. The Grantors, or their
successors in title, will be solely responsible for the planning, design, and construction of the road or highway
within the ACC4 corridor, and for obtaining any and all permits necessary for the construction of the road. Said
road must be a control of access facility, and must be built in accordance with the minimum right-of-way and
construction standards contained in the North Carolina Department of Transportation's "Subdivision Roads
Minimum Construction Standards" manual in effect at the time of the application for the driveway access permit,
and in accordance with any conditions of the approved driveway access permit. Said access shall be subject to
any restrictions upon any requested revision of control of access as set forth on the Plans for said Project.
TO HAVE AND TO HOLD the aforesaid premises and all privileges and appurtenances thereunto
belonging to the DEPARTMENT, its successors and assigns in FEE SIMPLE, for the past, present and future
use thereof and for all purposes which the said Department is authorized bylaw to subject the same.
And the GRANTORS covenant with the DEPARTMENT, that the GRANTORS are seized of the
premises in fee simple, have the right to convey the same in fee simple, or by easement as indicated; that the
title thereto is marketable and free and clear of all encumbrances, and that the GRANTORS will warrant and
defend the title against the lawful claims of all persons whomsoever except for the exceptions hereinafter
stated. Title to the property hereinabove described is hereby conveyed subject to the following exceptions:
NONE
IN WITNESS WHEREOF, the GRANTORS have hereunto set their hands and seals (or if corporate, has
caused the instrument to be signed in its corporate name by its duly authorized officers and its seal to be
hereunto affixed by authority of its Board of Directors) the day and year first above written.
BY:
DeCarol Williamson
BY:
BY:
LaDane Willamson
Jan Williamson
ACCEPTED FOR THE DEPARTMENT OF TRANSPORTATION BY:
FRM7-B
R/w D-1.2
Page 2 of 3

STATE OF
I,
and State, certify that
personally appeared I
instrument.
COUNTY OF
a Notary Public for said County
me this day and executed the foregoing
Witness my hand and official stamp or seal, this the
2006
My commission expires
day of
Notary Public
FRM7-B
R/w D-1.2
Page 3 of 3

'O'N `H9I3lVH NS)IS °06 - SNOIld'~idd0:1 „t X „E HJdV 3dId „9b X „09 ~ ~.
SJIVMH~JIH 30 NOISIIIIO o O
NOIldldCidSNHHl d0 '1d34 Sl!!3/11f1~ 3dId p
vNnotivo H1doN !lf10~ d0~ ~~VNIaN3 Wf1NIWA~V ~ ~
d0 31d1S d03 ONIMVdO 1Id130 HSI~DN3 ~ QO
a
~' 11
~' ~ 4
~ it $¢ O II
~ ~ ~ ~ m~ ~ z
N 3 WF ~ ~ ~ ~ O
~~ ~~ 3~ d ~
~n_ \ F
4'a5 u~iz ~g ~~ 8 \ ~ a W
M M H
~~ ~~ ~~~pp~ ~~ pZ~ W
V W~ O~ W O~ „Ti ~ I W
22
~m~~~
W uD .64
J W ~ ~ m
~m ~~ ~WCa y~W~~ rOt-,4
!p F- W ~ ~ i ~
w II
~~.
II
W
F-
M~
W
W
O
a
a

0
=
g) m M
~
" W
J
W
8
°
Y I
p
O
m
x
~ I
1

N
YZ~

m
x
_
S
W II
M
III
~II
s
0
STATE OF ENGLISH DETAIL DRAWING FC+R ~ ti
NORTH CAROLINA ALUMINUM ENDWALL FOR FOUR ~ o
DEPT. OF TRANSPORTATION PIPE CULVERTS
DIVISION OF HIGHWAYS D ~
RALEIGH, N.C. 80" X 46" PIPE ARCH 3" X 1" CORRUGATIONS - 90° SKEW = QO

.f ~Eo
~°M
.+.~
•~ ~.,: ~•
STATE OF NORTH CAROLINA
DEPARTMENT OF JUSTICE
RECEIVED
JAN 5 2007
fYCf1`VC~iI~!ii ~t':i4~~.I.VIl11:GI~1
REPLY TO:
ROY COOPER
Lisa C. Glover
ATTORNEY GENERAL Transportation Section
MEMORANDUM
To: Deborah Barbour, P.E., Director, Preconstruction
Doug Allison, Assistant Branch Manager, Right of Way Branch
LeiLani Paugh, Supervisor, Natural Environment ICUOn-Site Mitigation Group, PDEA
Hugh Thompson, Division Agent, Division 3 Right of Way Office
From: Lisa Glover, Assistant Attorney General
Date: January 2, 2007
Re: RDC Oak Island A Bement
Please find enclosed a copy of the executed Agreement between Reserve Development Co.,
LLC and NCDOT regarding the second bridge to Oak Island project. RDC has one original of the
fully-executed Agreement; I am sending another original of the Agreement to Doug Allison via this
memo. RDC also signed all the right of way deeds necessary for the project; those deeds will be
recorded, and payment made to RDC for the right of way, by the end of January. Hugh Thompson is
handling that portion of the transaction. In order to finalize the conservation easement portion of this
transaction, NCDOT needs to finalize the survey plats of the conservation easement area and present
those to RDC for its approval. RDC and NCDOT will then need to execute the conservation easement,
and then record both the plat and easement. However, as we have discussed, I recommend submitting
the RDC Agreement, with the draft conservation easement attached as an exhibit, to the United States
Army Corps of Engineers and the Division of Water Quality together with the 404/401 permit
application; and then waiting to record the conservation easement until after the 404/401 permits have
been issued.
Please contact me if you have any questions about this communication.
MAILING ADDRESS: TELEPHONE: [phone] LOCATION:
DEPARTMENT OF TRANSPORTATION FACSIMILE: 919-733-9329 TRANSPORTATION BUILDING
1 SOUTH WILMINGTON STREET
ATTORNEY GENERAL'S OFFICE RALEIGH, NC 27601
1505 MAIL SERVICE CENTER
RALEIGH, NC 27699-1505

STATE OF NORTH CAROLINA
COUNTY OF BRUNSWICK
AGREEMENT
This AGREEMENT (hereinafter, "Agreement") is entered into this 22nd day of
December, 2006, by and between RESERVE DEVELOPMENT CO., LLC (hereinafter,
"RDC"), and THE NORTH CAROLINA DEPARTMENT OF TRANSPORTATION
(hereinafter, "NCDOT").
WITNESSETH: ~
WHEREAS, RDC acquired certain real property more particularly described in
Deed Book 2021, Page 1343, and Deed Book 2021, Page 1345 of the Brunswick County
Register of Deeds Office (such property, excepting portions thereof as have been
subsequently conveyed by RDC, is hereinafter referred to as the "Property");
WHEREAS, RDC desires to grant, and NCDOT desires to hold, a conservation
easement over approximately 400 acres of the Property, shown as "North Bay," "East
Bay," "Wildlife Corridor 1," and "Wildlife Corridor 2" on Exhibit A attached hereto
(hereinafter, the "Conservation Easement Area"). The Conservation Easement Area shall
be more definitely determined after delineation of wetlands is complete and after a survey
of the boundaries is complete, as discussed below in paragraph 1.
WHEREAS, the Conservation Easement Area provides natural wildlife habitat
for a wide variety of land, air and aquatic species, and many of these species are of great
importance to RDC and the people of North Carolina;
WHEREAS, NCDOT plans to construct a controlled access highway connecting
North Carolina State Highway 211 to the Town of Oak Island, Brunswick County,
thereby providing a second access point to the Town of Oak Island (hereinafter, the
"Proposed Highway"};
WHEREAS, the Proposed Highway will be located adjacent or in close
proximity to the Conservation Easement Area;
WHEREAS, NCDOT has agreed to allow RDC to access the Proposed Highway
via a controlled access corridor in exchange for the grant to NCDOT of a perpetual
Conservation Easement over the Conservation Easement Area, thereby restricting and
limiting the use of land within the Conservation Easement Area substantially according to
the terms and conditions set forth in the conservation easement form attached hereto as
Exhibit C; and,
WHEREAS, RDC has agreed to the conditions set forth below regazding access
to the Proposed Highway.

NOW, 'THEREFORE, in consideration of the foregoing recitals, the mutual
agreements set forth below and other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties agree as follows:
1. Conservation Easement. RDC hereby agrees to grant to NCDOT a
perpetual Conservation Easement for the areas identified on Exhibit A as "NorthBay,"
"EastBay," "Wildlife Corridor 1," and "Wildlife Corridor 2," the Conservation Easement
Area. The parties agree that said Area shall be more definitively determined after
delineation of wetlands is complete and after a survey of the boundaries is complete. The
terms and conditions of the Conservation Easement shall be substantially similar to the
terms and conditions set forth in the conservation easement form attached hereto as
Exhibit C. However, both parties understand and agree that Exhibit C will be provided to
the United States Army Corps of Engineers (hereinafter, "USAGE") and to the North
Carolina Department of Environment and Natural Resources, Division of Water Quality
(hereinafter, "DWQ"), in connection with applications for permits required for the
Proposed Highway pursuant to the Clean Water Act. If either the USAGE or DWQ
request changes to the language of the easement in order to grant the permit, both parties
agree they will revise the Conservation Easement accordingly, provided that the
Conservation Easement shall not be changed or revised in any way that would adversely
affect or limit RDC's ability or right to develop its land adjacent to the Conservation
Easement Area.
2. Controlled Access Road.
(a) In exchange for the grant of the Conservation Easement, NCDOT hereby
agrees to allow RDC to access the Proposed Highway via a road, having full control of
access rights (hereinafter, "Controlled Access Road"), to be constructed by RDC within
the Control of Access Corridor depicted on Exhibit B attached hereto (hereinafter,
"Corridor" or "ACC3"). The exact specifications for the Corridor will be shown on the
final right of way plans, which are to be certified and recorded in the Office of the
Register of Deeds for Brunswick County pursuant to N.C.G. S. § 136-19.4. As part of the
construction of the Proposed Highway, NCDOT will construct a full movement median
opening on the mainline of the Proposed Highway for access to the Corridor, as shown on
Exhibit D attached hereto. However, NCDOT reserves the right to modify or remove the
full movement median opening in the future, without any compensation to RDC.
(b) The USAGE verified NCDOT's delineation of the wetlands in the Comdor
on October 26, 2004. On June 29, 2006, NCDOT applied for a Section 404 permit from
the USAGE to authorize the discharge of dredged and fill material into waters of the
United States in connection with the Proposed Highway Project. Due to changes in the
alignment of the ACC3 corridor, NCDOT will be sending a revised permit application to
the USAGE, requesting authorization to permanently impact (through fill and
mechanized clearing) 1.56 acres of wetlands and temporarily impact (through hand
clearing) 0.28 acres of wetlands at Site 22, which includes the ACC3 corridor, as shown
2

on Exhibit D. The permit has not yet been issued. The permit is expected to have an
expiration date of three (3) years from the date of issuance.
(c) RDC will be solely responsible for planning, design, and construction of the
Controlled Access Road within the ACC3 Comdor, including obtaining any and all
permits necessary for the construction of the Controlled Access Road; provided,.
however, that NCDOT shall construct a wildlife crossing within the Corridor and shall
install control of access fencing along the Corridor. As part of building the wildlife
crossing, NCDOT will install four (4) sixty inch (60") by forty-six inch (46") corrugated
aluminum pipe arches, spread evenly across the width of the wildlife comdor, with a
continuous aluminum barrier on both ends. NCDOT will provide temporary erosion and
sediment control necessary for said construction and will perform necessary grading
operations and place compacted fill over the wildlife crossing pipes with a depth of not
less than 12" at the pipe end junctions with the aluminum barrier and not less than 24"
over the top of the pipes at the centerline of the corridor where the Controlled Access
Road will be built. The elevation of the filled area over the wildlife crossing pipes will
tie to the finish grade of the Proposed Highway on the west end and on the east end .will
tie down to existing grade in a manner that will facilitate construction of the Controlled
Access Road in the future.
(d) At the request of RDC, NCDOT will provide coordination through the
driveway permit application process referenced below for RDC's planning and design of
the Controlled Access Road as it relates to the final design and construction of the
Proposed Highway. The application for a driveway access permit shall be made in
accordance with the North Carolina Department of Transportation's "Policy On Street
and Driveway Access to North Carolina Highways" in effect at the time of such
application, subject to the rules, regulations, conditions, specifications, and permit
processes of the NCDOT and those of any local governments, including but not limited to
the submission to, and approval by, such governmental entities of a proposed site
development and traffic plan. NCDOT will not unreasonably delay consideration of the
application for the driveway access permit.
(e) RDC must obtain an approved driveway access permit from NCDOT prior
to beginning construction of any portion of the Controlled Access Road. Further,
construction of the first 300' of the Controlled Access Road, measured from its
intersection with the proposed right of way boundary of the mainline of the Proposed
Highway, may begin only after the completion and acceptance of the construction of the
Proposed Highway; or may begin earlier after the wildlife crossings have been
constructed, if the contractor responsible for construction of the Proposed Highway so
agrees in writing. RDC may begin construction of the portion of the Controlled Access
Road that is greater than 300' from the intersection with the proposed right of way
boundary of the mainline of the Proposed Highway prior to completion of the wildlife
crossings, so long as such construction does not interfere with NCDOT's construction of
the wildlife crossings. The Controlled Access Road may not be opened to traffic until
after the Proposed Highway is completed or until NCDOT has given RDC written
permission to open the road.
3

(f) The Controlled Access Road must be built in accordance with the right-of-
way and construction sandazds contained in the North Carolina Department of
Transportation's "Subdivision Roads Minimum Construction Standards" manual in effect
at the time of the application for the driveway access permit, and must be built in
accordance with any conditions of the approved driveway access permit. RDC may be
required to construct a deceleration lane on the mainline of the Proposed Highway on the
southern approach to the Controlled Access Road. As shown on Exhibit D, NCDOT has
requested authorization to permanently impact, through fill and mechanized clearing,
wetlands up to ten feet beyond the slope stake line along the southern approach to ACC3
and within the ACC3 corridor itself. NCDOT will coordinate with RDC regarding
the design of the deceleration lane and will strongly consider allowing a design exception
for the deceleration lane, if necessary, to avoid and minimize any additional wetland
impacts that may be incurred by RDC in construction of the deceleration lane. If
additional impacts cannot be avoided, NCDOT will provide information and coordination
regazding NCDOT's wetland impacts and mitigation to RDC and/or NCDENR and the
USACE to facilitate RDC with any required wetland permit application or modification.
Upon completion of the Controlled Access Road in accordance with this Agreement,
NCDOT will accept the Controlled Access Road onto the State Highway System for
maintenance, subject to approval by the Board of Transportation.
3. Access and Inspection. The parties acknowledge that NCDOT has
akeady inspected the Conservation Easement Area and determined that it has the
requisite qualities, characteristics and natural values to make it appropriate for the
purposes of the Conservation Easement. Notwithstanding the above, between the date of
this Agreement and the Closing, defined below, NCDOT and NCDOT's agents,
employees, contractors, representatives and other designees (collectively, "NCDOT's
Designees") shall have the right to enter the Property for the purposes of inspecting the
Conservation Easement Area, conducting soil tests, conducting surveys, engineering
studies, and conducting any other investigations, examinations, tests and inspections as
NCDOT may reasonably require to assess the condition of the Conservation Easement
Area.
4. Escrow: Closing. At the time this Agreement is signed, RDC will also be
signing a deed for the right of way necessary to construct the Proposed Highway and a
deed for two tracts isolated by the Proposed Highway, and obtaining a release deed for
such right of way and two tracts. The two deeds and the release shall be held in escrow
and shall not be released or recorded until NCDOT has paid the purchase prices as
specified in the deeds.
The Closing of the transfer of the Conservation Easement shall be held at such
time and on such date as may be mutually agreed upon by both parties, but shall not
occur until after NCDOT has paid the purchase prices as specified in the deeds referenced
above. It is estimated that the Closing will take place on or before June 30, 2007. RDC
shall be responsible for RDC's attorneys' fees. NCDOT shall be responsible for all
recording and transfer costs, the costs of survey (described below), and NCDOT's
4

attorneys' fees. This agreement shall expire December 31, 2007, if the Closing is not
held before that date.
5. Title & Survev. Not later than Closing, RDC, at its own cost and
expense, shall have released or subordinated any deed of trust or mortgage encumbrances
affecting the Conservation Easement Area. NCDOT shall arrange for, at its cost, the
preparation of a recordable plat of survey prior to Closing, delineating the Conservation
Easement Area. RDC shall have the opportunity to review and approve the survey. The
survey will be recorded in conjunction with Closing.
6. RDC's Representations and Warranties.
(a) RDC warrants that at the Closing, RDC shall convey to NCDOT the
Conservation Easement consistent with Paragraph 20 of Exhibit C.
(b) RDC makes the additional following representations and warranties, to the
best of its knowledge without independent investigation, which representations and
warranties shall be true as of the day of the Closing and shall survive Closing for a period
of six (6) months:
(i) RDC is the record owner of the Conservation Easement Area to be
conveyed hereunder.
(ii) RDC is in substantial compliance with the laws, orders and
regulations of each governmental department, commission, board, or agency
having jurisdiction over the Conservation Easement Area in those cases where
noncompliance would have a material adverse effect on the Conservation
Easement.
(iii) RDC is not a party to nor subject to or bound by any agreement,
contract or lease of any kind relating to the Conservation Easement Area that
would unreasonably interfere with the Conservation Easement or defeat its
purpose.
(iv) The property comprising the Conservation Easement Area is not in
violation of any federal, state or local law, ordinance or regulation relating to
environmental conditions on, under or about the Conservation Easement Area,
including, but not limited to, soil and groundwater conditions. Neither RDC, nor
to the best of its knowledge any third party, has used, generated, manufactured,
refined, produced, processed, stored, or disposed of on, or under the Conservation
Easement Area or transported to or from the Conservation Easement Area any
Hazardous Materials nor does RDC intend to use the Conservation Easement
Area prior to the Closing Date for the purpose of generating, manufacturing,
refining, producing, storing, handling, transferring, processing or transporting
Hazardous Materials. For purposes hereof, "Hazardous Materials" shall mean any
flammable explosives, radioactive materials, asbestos, petroleum, organic
compounds known as polychlorinated biphenyls, chemicals known to cause
cancer or reproductive toxicity, pollutants, contaminants, hazardous wastes, toxic
substances or related materials, including, without limitation, any substances
defined as or included in the definition of "hazardous substances", "hazardous
materials", or "toxic substances" in the Comprehensive Environmental Response,
5

Compensation and Liability Act of 1980, as amended, 42 USC Sec. 9601 et seq.,
the Hazardous Materials Transportation Act, 49 USC Sec. 1801, et sec., the
Resource Conservation and Recovery Act, 42 USC Sec. 6901, et sec., or other
federal, state or local statute, law, ordinance, code, rule, regulation order, decree
or other requirement of governmental authority regulating, relating to, or
imposing liability or standards of conduct concerning any hazardous, toxic or
dangerous substance or material, as now in effect, and in the regulations adopted
or promulgated pursuant to such laws.
7. Remedies.
(a) If the transfer of the Conservation Easement contemplated hereby is not
consummated in accordance with the terms and provisions of this Agreement due to
circumstances or conditions which constitute a default by NCDOT under this Agreement,
the entire Agreement shall be terminated, all rights and obligations of the parties under
this Agreement shall expire, and this Agreement shall become null and void, and RDC
shall not be entitled to receive liquidated damages.
(b) If the transfer of the Conservation Easement contemplated hereby is not
consummated in accordance with the terms and provisions of this Agreement due to
circumstances or conditions which constitute a default by RDC under this Agreement,
NCDOT, as its sole and exclusive remedies: (i) shall have the right to terminate this
Agreement, in which event all rights and obligations of the parties under this Agreement
shall expire, and this Agreement shall become null and void; and (ii) if RDC's default is a
refusal by RDC to convey the Conservation Easement to NCDOT as required by this
Agreement, then NCDOT shall have the right to sue RDC for specific performance of
this Agreement.
8. Assignment; Successors. This Agreement may not be assigned by any
party, in whole or in part, without the prior written consent of the other party, and any
such assignment with the consent of the other party shall be null and void and of no force
or effect. Nothing herein shall restrict the ability to assign the Conservation Easement.
Subject to the foregoing, this Agreement shall be binding upon and enforceable against,
and shall inure to the benefit o~ RDC and NCDOT and their respective successors and
permitted assigns. No assignment shall relieve RDC of liability for the performance of
RDC's duties and obligations under this Agreement.
9. Entire Agreement; Modification. This Agreement supersedes all prior
discussions and agreements among RDC and NCDOT and constitutes the entire
agreement between the parties hereto with respect to the subject matter hereof, and there
are no agreements, understandings, warranties or representations between the parties
other then those set forth herein. This Agreement may not be amended or modified in
any way except by instrument in writing executed by all parties hereto.
10. Documentation. If necessary to carry out the intent of this Agreement
each party agrees to execute and provide to the other party any and all other instruments,
6

documents, conveyances, assignments and agreements which may be necessary to
effectuate, carry out and perform the terms, provisions and conditions of this Agreement.
11. Governing Law. This Agreement shall be governed by, construed under
and interpreted an enforced in accordance with the laws of the State of North Carolina.
12, Miscellaneous Provisions.
(a) Notices. All notices, demands or requests shall be in writing to the
addresses indicated on the signature pages below and shall be deemed given (i) upon the
date hand delivered; (ii) those given by mailing as hereinabove provided shall be deemed
given two business days after the date of deposit in the United States Mail; (iii) those
given by commercial courier as hereinabove provided shall be deemed given one
business day after the date of deposit with the commercial courier; or (iv) those given by
facsimile shall be deemed given on the date of confirmed facsimile transmittal.
(b) Facsimile as Writing. The parties expressly acknowledge and agree that,
notwithstanding any statutory or decisional law to the contrary, the printed product of a
facsimile transmittal shall be deemed to be "written" and a `writing" for all purposes of
this Agreement.
(c) Headings. The use of headings, captions and numbers in this Agreement
is solely for the convenience of identifying and indexing the various provisions in this
Agreement and shall in no event be considered otherwise in construing or interpreting
any provision in this Agreement.
(d) Exhibits. Each and every exhibit referred to or otherwise mentioned in
this Agreement is attached to this Agreement and is and shall be construed to be made a
part of this Agreement by such reference.
(e) Non-Waiver. Failure by any party to complain of any action, non-action
or breach of any other parry shall not constitute a waiver of any aggrieved party's rights
hereunder. Waiver by any party of any right arising from any breach of any other party
shall not constitute a waiver of any other right arising from a subsequent breach of the
same obligation or for any other default, past, present or future.
(f) Rights Cumulative. All rights, remedies, powers and privileges conferred
under this Agreement on the parties shall be cumulative of and in addition to, but
restrictive of or in lieu of, those conferred by law.
(g) Counterparts. This Agreement may be executed in several counterparts,
each of which shall be deemed an original, and all of such counterparts together. shall
constitute one and the same instrument.
(h) Authori Each party hereto warrants and represents, to the extent
authorized by law, that such party has full and complete authority to enter into this
Agreement and each person executing this Agreement on behalf of a party warrants and
represents that he has been fully authorized to execute this Agreement on behalf of such
party and that such party is bound by the signature of such representative.
(i) No Construction Against Preparer. No provision of this Agreement shall
be construed against or interpreted to the disadvantage of any party by any court or other
governmental or judicial authority by reason of such party's having or being deemed to
have prepared or imposed such provision.
7

13. Agreement: Recording. This Agreement runs with the land and is
enforceable by each party against the other, including its representatives, heirs,
successors and assigns, lessees, agents, and licensees. The NCDOT shall record a
Memorandum of its right to acquire the Conservation Easement pursuant to this
Agreement and any amendment hereto in a timely fashion with the Office of the Register
of Deeds for Brunswick County, North Carolina, and may re-record it at any time as may
be required to preserve its rights under this Agreement.
IN WITNESS WHEREOF, the parties have caused this Agreement to be
executed and delivered through their duly authorized agents effective as of the date first
above written.
RESERVE DEVELOPMENT CO., LLC
By its Manager, Annapolis Management Co., LLC
BY: G
J A. Atkinson, Jr., Manager
P.O. Box 10879
Southport, NC 28461
NORTH CAROLINA DEPARTMENT
OF TRANSPORTATION
BY: _
A. D. Allison, II
Assistant Manager, Right of Way Branch
North Carolina Department of Transportation
1546 Mail Service Center
Raleigh, NC 27699-1546
#128785
8

/ ~~/
~~~ / • /
~ a / ~~ ~
~~ ~ / ~ i®
// ~
~ a:
~~ /~ ~ ~g~
// / ~
~j/ V i7
/ N 56 ~ E ~
/ ~
5'
a
~~~~ ~ ~ ~ ~
~ s $ ~~
3
~ ~+x ~ ~~ ~ ~ ~, Z y
~ ~ ~~
o ~s~
~ ~ p~~ ~~
~~ ~ ~
~ ~~
~ ~~ u
~ ~
o
® ~~
i~ ~3
as ~
~&~
ACCESS PO~Ni ~
y
V
O

EXHIBIT C
STATE OF NORTH CAROLINA
COUNTY OF BRUNSWICK
PREPARED BY: Lisa Glover
Assistant Attorney General
North Cazolina Department of Justice
RET'iURN To: North Carolina Department of Transportation
Natural Environment Unit
1598 Mail Service Center
Raleigh, NC 27699-1598
P.I.N. #
CONSERVATION EASEMENT
This Conservation Easement is granted on this day of , 2007, by
RESERVE DEVELOPMENT CO., LLC, having an address of P.O. Box 10879, Southport,
North Carolina, 28461 (hereinafter, "Grantor"), to THE NORTH CAROLINA DEPARTMENT
OF TRANSPORTATION, having an address of 1598 Mail Service Center, Raleigh, NC 27699-
1598 (hereinafter, "NCDOT" or "Grantee").
1

The designation Grantor and Grantee as used herein shall include said parties, their heirs,
successors and assigns, and shall include singular, phual, masculine, feminine, or neuter as
required by context.
WHEREAS
The Grantor is the sole owner in fee simple of four (4) tracts or parcels of land located in
Lockwood Folly Township, Brunswick County, North Carolina, and more particularly described
on Exhibit A attached hereto. Said four (4) tracts are hereinafter referred to as the "Conservation
Easement Area."
The Conservation Easement Area provides natural wildlife habitat for a wide variety of
land, air and aquatic species, because of the wetland and Carolina Bay habitat that are present
within the Conservation Easement Area; many of these species, which rely on the wetland and bay
habitat, are of great importance to the Grantor and the people of North Carolina.
The Grantor is willing to grant a perpetual Conservation Easement over the Conservation
Easement Area, thereby restricting and limiting the use of land within the Conservation Easement
Area to the terms and conditions and for the purposes hereinafter set forth.
The NCDOT is an agency of the State of North Carolina whose purpose includes the
construction of transportation projects for public use and who has the authority to acquire land
for the purpose of mitigating environmental impacts of these transportation projects.
In connection with construction of Transportation Improvement Program Project
R-2245, a controlled access highway connecting North Carolina State Highway
211 to the Town of Oak Island, Brunswick County (hereinafter, the "Proposed
Highway"), the NCDOT desires to preserve Carolina Bays located near the Project
and preserve wildlife crossings between the Bays, and to hold a conservation
easement over said Bays and crossings;
The purposes of the Conservation Easement over the Conservation Easement Area
are (1) to preserve and protect the conservation values of the Conservation
Easement Area, which include, but are not limited to, natural resources; wildlife
habitat for land, air and aquatic species; aquatic resources, including streams,
rivers, ponds, bays, and wetlands; and scenic resources of the Conservation
Easement Area; (2) to prevent any use of the Conservation Easement Area that
will significantly impair or interfere with these purposes; and, (3) to maintain
permanently the dominant woodland, scenic and natural character of the
Conservation Easement Area.
The Grantor intends that the conservation values of the Conservation Easement Area be
preserved and maintained, and further, the Grantor intends to convey to the Grantee the right to
preserve and protect the conservation values of the Conservation Easement Area in perpetuity.
2

The conservation purposes of this Conservation Easement aze recognized by the Uniform
North Carolina Conservation and Historic Preservation Agreements Act, N.C.G.S. § 121-34 et
seq., which provides for the enforceability of restrictions, easements, covenants or conditions
"appropriate to retaining land or water areas predominantly in their natural, scenic, or open
condition or in agricultural, horticultural, farming or forest use," N. C. G. S . § 121-3 5 (1); and
which provides for tax assessment of lands subject to such agreements "on the basis of the true
value of the land and improvement less any reduction in value caused by the agreement,"
N.C.G.S. § 121-40.
NOW, THEREFORE, in consideration of the sum of ONE Dollaz ($1.00) and for other
valuable considerations to the Grantor, and in consideration of the mutual covenants, terms,
conditions and restrictions contained herein, the Grantor hereby grants and conveys unto the
Grantee and its successors or assigns forever and in perpetuity a Conservation Easement of the
nature and character and to the extent hereinafter set forth, in respect to the Conservation
Easement Area as described in Exhibit A
The terms, conditions and restrictions of the Conservation Easement are as hereinafter set
forth:
1. Grant of Conservation Easement
The Grantor hereby voluntarily grants and conveys to the Grantee, and the Grantee hereby
voluntarily accepts, a perpetual Conservation Easement, which is an immediately vested interest in
real property of the nature and chazacter described herein. The Grantor agrees that it will not
perform any act on or affecting the Conservation Easement Area that is inconsistent with the
covenants herein. The Grantor authorizes the Grantee to enforce these covenants in the manner
described below.
The Grantor hereby voluntarily grants and conveys to the Grantee all development rights
for the Conservation Easement Area, except as otherwise reserved and provided by the terms of
this Conservation Easement, that are now or hereafter inherent in the Conservation Easement
Area. The parties agree that such rights aze terminated and extinguished, and may not be used on
or transmitted to any other property.
2. Statement of Purpose, Duration
The purposes of the Conservation Easement are, as more particulazly described above, to
preserve current and future conservation values inherent in the Conservation Easement Area.
Except as specifically permitted herein, no activity that shall significantly impair the condition of
the Conservation Easement Area shall be permitted.
This Conservation Easement shall be perpetual. It is an easement in gross, runs with the
land and is enforceable by the Grantee against the Grantor, its representatives, heirs, successors
and assigns, lessees, agents, and licensees.
3

3. Description of Conservation Easement Area
The Conservation Easement Area is comprised of total acres, as more particularly
described in Exhibit A. For purposes of this Conservation Easement, the Conservation Easement
Area contains two sub-areas: the Bay Area, consisting of both the North Bay and the East Bay;
and the Comdor Area, consisting of both Wildlife Corridor 1 and Wildlife Comdor 2. As noted
in Exhibit A, a plat of the Conservation Easement Area is recorded in Map Cabinet at
Page of the Brunswick County Registry (hereinafter, "the Plat")
4. Access
Access to the North Bay, Wildlife Corridor 1, and Wildlife Comdor 2 will be by way of
the Proposed Highway to be constructed by the NCDOT, as shown on the Plat. Access to the
East Bay will be from the west through adjoining property over which NCDOT holds or will hold
a Conservation Easement and from the north through an access easement running along an
existing Brunswick Electric Membership Corporation utility easement, as shown on the Plat.
The NCDOT and its authorized representatives, including the United States Army Corps
of Engineers and the Ecosystem Enhancement Program of the North Carolina Department of
Environment and Natural Resources (hereinafter, "EEP"), at all reasonable times and continuing
in perpetuity, shall have the right to access the Conservation Easement Area in the manner
described above (1) in order to study, inventory, monitor, maintain, enhance, and preserve the
Conservation Easement Area; (2) in order to access, study, inventory, monitor, maintain, enhance,
and preserve adjoining property in which NCDOT holds or will hold a conservation easement; and
(3) for the purpose of inspecting the Conservation Easement Area to determine if the Grantor is
complying with the terms, conditions, restrictions, and purposes of this Conservation Easement.
The NCDOT will notify the Grantor by phone, email, or other correspondence before entering the
Conservation Easement Area for the purpose of determining compliance. However, if the
NCDOT in its sole discretion determines that circumstances require immediate entry, such party is
not required to notify the Grantor prior to entry but will notify the Grantor within two business
days of such entry.
5. l~hts and Responsibilities Retained by the Grantor
Subject to the terms and restrictions contained herein, the Grantor reserves to and for
itself and its successors all customary rights and privileges of ownership, including without
limitation the right to quiet enjoyment of the Conservation Easement Area; the rights to sell, lease,
encumber, impose restrictions on and devise the Conservation Easement Area, provided such
transaction is subject to the terms of this Conservation Easement and written notice is provided to
the Grantee; together with any rights not specifically prohibited by or limited by this Conservation
Easement, and not inconsistent with the purposes of this Conservation Easement. Unless
otherwise specified below, nothing in this Conservation Easement shall require the Grantor to
take any action to restore the condition of the Conservation Easement Area after any Act of God.
The Grantor understands that nothing in this Conservation Easement relieves it of any obligation
or restriction on the use of the Conservation Easement Area imposed by law.
4

6. Right to Privacy
The Grantor retains the right to privacy and the right to exclude any member of the public
from trespassing on the Conservation Easement Area. This Conservation Easement does not
create any rights of the public in, on or to the Conservation Easement Area, although the public
has the right to view the Conservation Easement Area from any adjacent publicly accessible areas.
The Grantor may allow public access to the Conservation Easement Area; however, any such
access must be consistent with the terms and conditions of this Easement, and may not impair or
interfere with the conservation values of this Conservation Easement Area.
7. Subdivision and Conveyance
The Conservation Easement Area may not be subdivided, partitioned nor conveyed, except in
its current configuration. Provided, however, that the Grantor may convey the North Bay and the
East Bay to the St. James Plantation Property Owners Association, Inc., pursuant to the terms of
paragraph 13 herein, and may convey Wildlife Corridor 1 and Wildlife Corridor 2 to future
adjoining property owners or to a local government or state agency, pursuant to the terms of
paragraph 13 herein. Upon conveyance of such tract by the Grantor, the Grantor shall have no
further obligation hereunder with respect to such tract.
8. Passive Recreational Use
The Grantor retains the right to engage in passive recreational uses of the Conservation
Easement Area (requiring no surface alteration of the land and posing no threat to the
conservation values set forth herein), including, without limitation, walking or animal and plant
observation as long as such activity is consistent with the purposes of this Conservation Easement
and is not prohibited by Paragraph 9 below. Fishing, hunting, or equestrian use of the
Conservation Easement Area are prohibited.
9. Permitted and Restricted Activities
Any activity on, or use of, the designated Conservation Easement Area inconsistent with
the purposes of this Conservation Easement is prohibited. Unless expressly reserved as a
compatible use herein, any activity in, or use of, the Conservation Easement Area by the Grantor
is prohibited as inconsistent with the purposes of the Conservation Easement. The Conservation
Easement Area shall be maintained in its natural, scenic and open condition and restricted from
any development that would significantly impair or interfere with the conservation values of this
Conservation Easement Area, and any use or activity that causes or is likely to cause significant
soil degradation or erosion or significant pollution of any surface or sub-surface waters is
prohibited. Any rights not expressly reserved hereunder by the Grantor have been acquired by the
Grantee.
without limiting the generality of the foregoing, the following activities and uses are
expressly prohibited, restricted or reserved as indicated hereunder:
5

A. Disturbance of Natural Features
Any changes, disturbance, alteration or impairment of the natural, scenic and aesthetic
features of the Conservation Easement Area or any introduction of non-native plants and/or
animal species is prohibited unless the NCDOT gives its prior written consent or unless otherwise
expressly permitted herein.
B. Agricultural, Grazing, and Horticultural Use and Fencing
Agricultural, grazing and horticultural use, including landscaping, of the Conservation
Easement Area is prohibited. No herbicides, insecticides, fungicides, fertilizers or other potentially
harmful substances may be used in the Conservation Easement Area without advance written
permission from the NCDOT. No agricultural products or by-products may be disposed of in the
Conservation Easement Area.
C. Silvicultural Use and Land Clearing; Trails
There may be no destruction or cutting of trees or plants in the Conservation Easement
Area, except upon written approval of NCDOT. The gathering of firewood in the Conservation
Easement Area shall be limited to dead trees, such that the gathering is consistent with the
purposes of this Conservation Easement. Removal of lazge live trees, or thinning of the forest or
removal of brush for fire management, may be allowed in some cases provided that any such
request is consistent with the purposes of this Conservation Easement and the Grantor obtains
prior written approval from the NCDOT.
The Grantee is permitted to construct and maintain walking trails on upland azeas within
the conservation easement. Designated wetland areas must be bridged or crossed using an
elevated boazdwalk. The trails may be a maximum width of six (6) feet. No additional clearing
may take place outside the six (6) foot width. The trails may be surfaced with compacted soil or
gravel (maximum aggregate size of three quarters (3/4) of an inch) if necessary to allow access for
the disabled. The trails maybe maintained through mowing.
D. Dumping and Storage
Dumping or storage of soil, trash, refuse, debris, ashes, gazbage, waste, abandoned
vehicles or parts, appliances, machinery, or hazardous substances, or toxic or hazardous waste, or
any placement of underground or aboveground storage tanks or other materials on the
Conservation Easement Area is prohibited. No agricultural products or by-products, or
agricultural equipment, maybe dumped or stored in the Conservation Easement Area.
6

E. Mineral Use, Excavation, and Dredging
There shall be no filling, excavation, dredging, mining or drilling; no removal of topsoil,
sand, gravel, rock, peat, minerals or other materials, and no change in the topography of the land
in any manner on the Conservation Easement Area.
F. Industrial Use
Industrial activities on the Conservation Easement Area are prohibited.
G. Residential Use
Residential use of the Conservation Easement Area is prohibited.
H. Commercial Use
Commercial activities in the Conservation Easement Area are prohibited.
I. Constr auction, Roads and Road Building, Motorized Vehicles
There shall be no building, shed, facility, mobile home, or other structure constructed or
placed in the Conservation Easement Area. No new roads, either paved or unpaved, may be
constructed in the Conservation Easement Area. Motorized vehicles, including o~ road vehicles,
are prohibited in the Conservation Easement Area. However, the NCDOT expressly reserves the
right to install, operate, and maintain unpaved roads, and to use motorized vehicles in any manner
necessary, for the purpose of preserving, protecting, and maintaining the conservation values of
the Conservation Easement Area.
J. Signs
No signs shall be permitted in the Conservation Easement Area except interpretive signs
describing activities and the conservation values of the Conservation Easement Area, signs
identifying the owner of the Conservation Easement Area and the holder of the Conservation
Easement, and signs giving directions or prescribing rules and regulations for the use of the
Conservation Easement Area, which shall specifically include "No Trespassing," "No Hunting,"
and "Posted" signs, if applicable.
K. Utilities
The installation of utility systems, including, without limitation, water, sewer, power, fuel,
and communication lines and related facilities, is prohibited, except as permitted by existing
easements of record. However, existing electric transmission lines and other facilities located
within the Conservation Easement Area may be maintained, replaced and/or upgraded,
notwithstanding that there maybe no easement of record for such facilities.

L. Water Quality and Drainage Patterns; Wetland Creation
The Grantor shall conduct no activities in the Conservation Easement Area that would be
detrimental to water quality or to any of the plants or habitats within the Conservation Easement
Area, or that would alter natural water levels, drainage, sedimentation and/or flow in or over the
Conservation Easement Area, or cause soil degradation or erosion. Diking, dredging, alteration,
draining, filling or removal of wetlands in the Conservation Easement Area by the Grantor is
prohibited. However, land development, excavation, grading, and construction adjacent to the
Conservation Easement Area, including installation of ponds, vegetated swales and other
stormwater facilities that direct or cause water to flow into the Conservation Easement Area, shall
be permitted, provided that such activities are done in compliance with applicable laws,
regulations and permit requirements regarding erosion and sedimentation control and stormwater
management.
Further, and notwithstanding the foregoing or any other provisions of this Conservation
Easement, the Grantor shall be permitted to convert any or all of the uplands located within
Wildlife Comdor 1 and Wildlife Corridor 2 into wetlands. Such activities may include, without
limitation, removal of existing vegetation and soils from, and excavation and grading of, such
upland areas for the purpose of creating wetlands. The Grantor must obtain any required permits
from the appropriate regulatory agencies prior to commencement of such activities. The Grantor
shall give notice to NCDOT of any such planned activities prior to commencement, but such
activities shall not require approval from NCDOT. Subject to approval from the appropriate
regulatory agencies, the Grantor may use any mitigation credits resulting from such wetland
creation in connection with any permit requirements related to other activities or projects of the
Grantor, and the Grantor shall have the right to assign any such mitigation credits to others for
similar purposes.
M. NCDOT's Rights
The NCDOT, on behalf of itself and its authorized representatives, specifically including
the EEP, reserves the right to use the Conservation Easement Area in any way necessary,
consistent with the terms herein, to undertake any activities to protect, restore, manage, maintain,
or enhance the conservation values of this Conservation Easement. NCDOT specifically reserves
the right to use the Bay sub-areas of the Conservation Easement Area in the future for additional
conservation activities that further the conservation values of the Conservation Easement Area.
10. Ongoing_Responsibilities of the Grantor
Other than as specified herein, this Conservation Easement is not intended to impose any
legal or other responsibility on the Grantee, or in any way to affect any existing obligation of the
Grantor as owner of the Conservation Easement Area. Among other things, this shall apply to:
8

A. Taxes
The Grantor shall continue to be solely responsible for payment of all taxes and
assessments levied against its interest in the Conservation Easement Area.
B. Upkeep and Maintenance
Except as otherwise provided herein, the Grantor retains all responsibilities and shall bear
all costs and liabilities of any kinds related to the ownership of the Conservation Easement Area.
The Grantee shall have no obligation for the upkeep or maintenance of the Conservation
Easement Area, except to the extent that the need for upkeep or maintenance results from
activities of the Grantee.
C. Liability and Indemn~cation
The Grantor agrees to indemnify and hold the Grantee harmless from any and all costs,
claims or liability, including but not limited to reasonable attorneys' fees actually incurred arising
from any personal injury, accidents, negligence or damage relating to the Conservation Easement
Area, or any claim thereof, except to the extent due to any act of the Grantee or their agents, in
which case liability shall be apportioned to the extent allowed by law.
11. Enforcement
The NCDOT shall have the right to prevent violations and remedy violations of the terms
of this Conservation Easement through judicial action, which shall include, without limitation, the
right to bring proceedings in law or in equity against any party or parties attempting to violate the
terms of this. Conservation Easement. Except when an ongoing or imminent violation could
irreversibly diminish or impair the conservation values of the Conservation Easement Area, the
NCDOT shall give .the Grantor written notice of the violation and thirty (30) days to cure the
violation, before commencing any legal proceedings. If a court with jurisdiction determines that a
violation may exist or has occurred, the NCDOT may obtain an injunction to stop the violation,
temporarily or permanently. The parties agree that a court may issue an injunction or order
requiring the Grantor to restore the Conservation Easement Area to its condition prior to the
violation as restoration of the Conservation Easement Area may be the only appropriate remedy.
In any case where a court finds that Grantor has violated the terms of this Conservation
Easement, the Grantor shall reimburse the NCDOT for all its expenses incurred in stopping and
correcting the violation, including but not limited to court costs, reasonable attorneys' fees
actually incurred, and any other reasonable costs incurred with onsite remediation. The failure of
the NCDOT to discover a violation or to take immediate legal action shall not bar it from doing
so at a later time for that violation or any subsequent violations.
12. Transfer of Easements
The Grantee shall have the right to transfer this Conservation Easement to the EEP, or any
public agency or to a private nonprofit organization that, at the time of transfer, is a qualified
9

organization under §170(h) of the U.S. Internal Revenue Code, as amended and under NCGS
§121-34 et seq., provided the agency or organization expressly agrees to assume the responsibility
imposed on the transferring party or parties by this Conservation Easement. As a condition of
such transfer, the Grantee shall require that the conservation purposes intended to be advanced
hereunder shall be continued to be carried out.
13 . Transfer of Property
The Grantor agrees to incorporate by reference the terms of this Conservation Easement
in any deed or other legal instrument by which it transfers or divests itself of any interests,
including leasehold interests, in all or a portion of the Conservation Easement Area. Failure of the
Grantor to comply with this section shall not impair the validity of this Conservation Easement as
to successor owners or limit their enforceability in any way, nor shall the Grantor's failure to
comply with this section constitute a default under this Conservation Easement.
14. Amendment of Easements
This Conservation Easement may be amended by a written instrument executed by the
Grantee and the Grantor. Any such amendment shall be consistent with the purpose of this
Conservation Easement and its terms, and shall comply with Section 170(h) of the Internal
Revenue Code or any regulations promulgated in accordance with that section. Any such
amendment shall be duly recorded.
15. Procedure in the Event of Changed Conditions
The grant or donation of this Conservation Easement gives rise to a property right
immediately vested in the Grantee, with a fair market value equal to the proportionate value that
the Conservation Easement bears to the value of the Conservation Easement Area as a whole.
That proportionate value of the Grantee's property rights shall remain constant. If a change in
conditions occurs, which makes impossible or impractical any continued protection of the
Conservation Easement Area for conservation purposes, the restrictions contained herein may
only be extinguished by judicial proceeding. Any proceeds recovered in such actions shall be
divided in accordance with the proportionate value of the Grantor's and Grantee's interests as
specified herein; all expenses including attorneys' fees incurred by the Grantor and Grantee in
such action shall be paid out of the recovered proceeds. The Grantee, its successors and assigns,
shall be entitled to a portion of the proceeds of such sale, exchange, involuntary conversion of the
Conservation Easement Area, or any damage award with respect to any judicial proceeding.
Upon such proceedings, .such portion shall be equal to the proportionate value that the Grantee's,
its successor's and assign's, interest in the Conservation Easement Area bears to the value of the
Conservation Easement Area as a whole as of the date of the recording of this Conservation
Easement. "Proceeds of Sale" shall mean the cash value of all money and property paid,
transferred or contributed in consideration for, or as otherwise required as a condition to the sale,
exchange or involuntary conversion of the Conservation Easement Area, or any damages
otherwise awarded as a result of judicial proceeding, minus the Grantor's expenses from such
transaction or proceeding.
10

To the Grantor:
Reserve Development Co., LLC
P.O. Box 10879
Southport, NC 28461
To NCDOT:
Office of Natural Environment
1598 Mail Service Center
Raleigh, NC 27699-1598
In any provision of this Conservation Easement in which the Grantor is required to
provide advance notice to the Grantee of any activity on the Conservation Easement Area, such
notice shall be given not less than thirty days prior to the planned commencement of the activity.
If the Grantee's approval is required, such approval shall be deemed withheld unless the Grantee
provides to the Grantor written notice of approval within 30 days of receipt of said request. If the
Grantor has received no response after said 30 days, the Grantor may send a second written
notice to the Grantee requesting a statement of the reasons for the disapproval and the Grantee
shall respond within 30 days with an explanation for the specific reasons and basis for its decision
to disapprove.
20. Grantor's Title Warranty
The Grantor covenants and represents that the Grantor is the sole owner and is seized of
the Conservation Easement Area in fee simple and has good right to grant and convey the
aforesaid Conservation Easement; and that the Conservation Easement Area is free and cleaz of
any and all encumbrances, except easements and leases of record or in effect by prescriptive rights
as of the date hereof (which shall be deemed to include all existing electric transmission lines and
other facilities, regazdless whether a recorded easement exists for such facilities). The Grantor
covenants that the Grantee shall have the use of and enjoy all of the benefits derived from and
arising out of the easement conveyed hereby.
ZI. Subsequent Liens
No provisions of this Conservation Easement should be construed as impairing the ability
of the Grantor to use the Conservation Easement Area as collateral for subsequent borrowing.
Any such liens shall be subordinated to this Conservation Easement.
22. Subsequent Easements/Restrictions
The grant of any easements or use restrictions that might diminish or impair the
conservation values of the Conservation Easement Area is prohibited. Any such easements or
restrictions shall be subordinated to this Conservation Easement.
23. Grantor's Environmental Warranty
12

16. Procedure in the Event of Condemnation or Eminent Domain
Whenever all or part of the Conservation Easement Area is taken by exercise of eminent
domain by public, corporate or other authority, or by negotiated sale in lieu of condemnation, so
as to abrogate the restrictions imposed by this Conservation Easement, the Grantor shall
immediately give notice to the Grantee and shall take all appropriate actions at the time of such
taking or sale to recover the full value of the taking and all incidental or direct damages resulting
from the taking. Any proceeds recovered in such actions shall be divided in accordance with the
proportionate value of the Grantor's and Grantee's interests as specified herein; all expenses
including attorneys' fees incurred by the Grantor and Grantee in such action shall be paid out of
the recovered proceeds to the extent not paid by the condemning authority. The Grantee, its
successors and assigns, shall be entitled to a portion of the proceeds of such sale, exchange,
involuntary conversion of the Conservation Easement Area, or any damage award with respect to
any judicial proceeding. Such portion shall be equal to the proportionate value that the Grantee's,
its successor's and assign's interest in the Conservation Easement Area bears to the value of the
Conservation Easement Area as a whole as of the date of the recording of this Conservation
Easement. "Proceeds of Sale" shall mean the cash value of all money and property paid,
transferred or contributed in consideration for, or as otherwise required as a condition to the sale,
exchange or involuntary conversion of the Conservation Easement Area, or any damages
otherwise awarded as a result of judicial proceeding, minus the Grantor's expenses from such
transaction or proceeding.
17. Interpretation
This Conservation Easement shall be interpreted under the laws of the State of North
Carolina, resolving any ambiguities and questions of the validity of specific provisions so as to
give maximum effect to its conservation purposes.
18. Perpetual Duration; Severability
This Conservation Easement shall be a servitude running with the land in perpetuity.
Every provision of this Conservation Easement that applies to the Grantor or the Grantee shall
also apply to their respective agents, heirs, executors, administrators, assigns, and all other
successors as their interests may appear. Invalidity of any of the covenants, terms or conditions of
this Conservation Easement, or any part thereof, by court order or judgment shall in no way affect
the validity of any of the other provisions hereof, which shall remain in full force and effect.
19. Notices
Any notices required by this Conservation Easement shall be in writing and shall be
personally delivered or sent by first class mail to the parties respectively at the following
addresses, unless a party has been notified in writing by the other of a change of address:
11

The Grantor warrants that it has no actual knowledge of a release or threatened release of
hazardous substances or wastes on the Conservation Easement Area, as such substances and
wastes are defined by applicable federal and state law, and hereby promises to defend and
indemnify the Grantee against all litigation, claims, demands, penalties and damages, including
reasonable attorneys' fees actually incurred, arising from or connected with any release of
hazardous waste caused by the intentional or negligent act of the Grantor or violation of federal,
state or local environmental laws caused by the negligent or intentional act of the Grantor.
Without limiting the generality of the foregoing, nothing in this Conservation Easement shall be
construed as giving rise to any right or ability in the Grantee, nor shall the Grantee have any right
or ability, to exercise physical or managerial control over the day-to-day operations of the
Conservation Easement Area, or otherwise to become an operator with respect to the
Conservation Easement Area within the meaning of The Comprehensive Environmental
Response, Compensation and Liability Act of 1980, as amended.
24. Entire Agreement
This instrument sets forth the entire agreement of the parties with respect to the
Conservation Easement and supersedes all prior discussions, negotiations, understandings or
agreements relating to the said easement.
25. Recording
The Grantee shall record this instrument and any amendment hereto in timely fashion with
the Office of the Register of Deeds of Brunswick County, North Carolina, and may re-record it at
any time as may be required to preserve its rights under this Conservation Easement.
26. Merger
The Parties agree that the terms of this Conservation Easement shall survive any merger of
the fee and easement interest in the Conservation Easement Area.
TO HAVE AND TO HOLD this Conservation Easement unto the Grantee, its successors
and assigns, forever.
IN WITNESS WHEREOF, the Grantor and Grantee, intending to legally bind themselves,
have set their hands on the date first written above.
[signatures and acknowledgments on following pages]
13

GRANTOR:
Reserve. Development Co., LLC
By its Manager,
Annapolis Management Co., LLC
By:
John A. Atkinson, Jr., Manager
NORTH CAROLINA
BRUNSWICK COUNTY
I hereby certify that the following person personally appeared before me this day, acknowledging
to me that he voluntarily signed the foregoing document for the purpose stated therein and in the
capacity indicated: John A. Atkinson, Jr.
Date: , 20
(Official Seal)
Official Signature of Notary
Printed or typed name
My commission expires:
Notary Public
14

Accepted:
GRANTEE:
The North Carolina Department
Of Transportation
By: A.D. Allison, II
Assistant Manager, Right of Way Branch
NORTH CAROLINA
WAKE COUNTY
I hereby certify that the following person personally appeared before me this day, acknowledging
to me that he voluntarily signed the foregoing document for the purpose state therein and in the
capacity indicated: A.D. Allison, II.
Date: _ 20
Official Signature of Notary
(Official Seal)
Printed or typed name
My commission expires:
15
Notary Public

E~~IT A
CONSERVATION EASEMENT AREA
Being those four (4) tracts or parcels of land located in Lockwood Folly Township, Brunswick
County, North Carolina, designated as "North Bay," consisting of acres; "East Bay,"
consisting of _ acres; "Wildlife Comdor 1," consisting of acres; and "Wildlife
Corridor 2," consisting of acres; all as shown on that plat of
[title] recorded in Map Cabinet _ at Page in
the office of the Register of Deeds for Brunswick County.

DESCRIPTION OF WETLAND/UPLAND ESTIMATE METHOD
FOR THE CONSERVATION EASEMENT AREAS
R-2245, SECOND BRIDGE TO OAK ISLAND
Reserve Development Company, LLC (RDC)
The proposed Easement area within land owned by RDC adjacent to the proposed
roadway includes two Carolina Bays that will be joined by a 300-foot wide Wildlife
Corndor. Within these bays lie several small upland patches totaling approximately 30
acres. The result is a total of approximately 440 acres of wetland and upland habitat area
that may be placed in conservation easement.
Williamson
The proposed Easement within land owned by the Williamson family consists of: a
Carolina Bay, minus an area of upland on which a clubhouse is proposed; three future
park areas (PR3, PR11, PR13); a small piece of another Carolina Bay, east of the
proposed roadway; and an approximately 300-foot wide animal corridor that connects the
main Carolina Bay to the Bay east of the proposed roadway. Within all these areas lie
small upland patches totaling approximately 160 acres. The result is a total of
approximately 450 acres of wetland and upland habitat area that may be placed in
conservation easement.
Acreages are based on best professional judgement using the following resources:
NCDOT Aerial Photography, post Hurricane Isabel, 2003
NCDOT Wetland Delineation for R-2245
NCDOT LIDAR Topography - 2ft and Sft contours
Brunswick County Soil Map
National Wetland Inventory
NC Crews Wetland Areas
Wetland, topographic, and soil data were overlain on aerial photography using
MicroStation. Comparisons were made between referenced wetland areas, wetlands
delineated by NCDOT as part of the roadway project, and the expression of these areas
on aerial photography. Using these data and comparisons, areas of upland and wetland
were estimated within the proposed easement area for both the RDC and Williamson
properties.

..-v--~.
-~----~
..-
o stem
e e..
PROGRAM
January 12, 2007
Mr. Gregory J. Thorpe, Ph.D.
Environmental Management Director
North Carolina Department of Transportation, PDEA Branch
1548 Mail Service Center
Raleigh, North Carolina 27699-1548
Dear Dr. Thorpe:
Subject: Revised EEP Mitigation Acceptance Letter:
R-2245, Second Bridge to Oak Island, Brunswick County
RECEIVED
JAN 17 2001
PE~64.OFFlC~~ TURAt ENVIRONMENT
The purpose of this letter is to notify you that the Ecosystem Enhancement Program (EEP)
will provide the required wetland and stream mitigation for the subject project. Based on the
information supplied by you in letter dated January 8, 2007, the impacts are located in CU 03040207
of the Lumber River Basin of the Southern Outer Coastal Plain Eco-region (SOCP), and are as
follows:
Riparian Wetlands: 0.026 acre
Non-Riparian Wetlands: 21.442 acres
Stream: 15 feet
This mitigation acceptance letter replaces the mitigation acceptance letters issued on
February 28, 2006 and October 9, 2006. EEP commits to implementing sufficient compensatory
wetland and stream mitigation to offset the impacts associated with this project by the end of the
MOA Year in which this project is permitted, in accordance with Section X of the Memorandum of
Agreement between the North Carolina Department of Environment and Natural Resources, the North
Carolina Department of Transportation, and the U. S. Army Corps of Engineers, signed on July 22,
2003. If the above referenced impact amounts are revised, then this mitigation acceptance letter will
no longer be valid and a new mitigation acceptance letter will be required from EEP.
If you have any questions or need additional information, please contact Ms. Beth Harmon at
919-715-1929.
Sipcerely,
r r
D Gilmore, .E.
`~ EEP Direc or
cc: Mr. David Timpy, USACE-Wilmington
Mr. John Hennessy, Division of Water Quality, Wetlands/401 Unit
File: R-2245 Revised - 2
RP,sta~r,~c9... ~ ~ r,~~... P~o~-ect~;r~ ~t~t,~ State DEN
North [arolina Ecosystem Enhancement Program, I6S2 Mail Service Center, Raleigh, NC 21699-I6S2 / 919-115-0416 / www.nceep.net

.'
~ ~
F
z ,. ~
rn y
~ ~ ~ _~
~ ~ ~ m
Z m •
v ~=
~_=•
~ T
T
• T A~~
_ • 'n
~ T
•
® ~•_-
_' • •

\ ,+~"V^f
_ \ I •
~ I
' •
• • \ ~"
\ I •
• • I
• ~ I •
\ \ I
• ` • \
\Y ~ \ '. I
\ - _ 1 • •
• • ~ • \ ~
• •
• • •
• • ~
•
\ •
• l - = - ~ • •
~ ~ \' • ` • ,
~ ~ ~
~ ~ \ • •
eFe
A ~ \
~b ~\~ ~
~ g~ ~ ~~
~~ ~~ ~ \ ~ °
day .~~~ ~ ~ ` ~
~ ~ -
a ~~
~°° ° -.
d ~y 0
($ ~i~ ~r ~
l.173.+90 00
•
~ ~ •
• +
+ • ~ ~ •
l
~ T y
• •
~ ~ F
Z
• ~ rn
~o
N
~ • •
• • •
• •
---~
• •
a •
~ • •
~ .
•
•
•
•
~ to
F
• • ~Z rn
~~ .:
v N t7
n$ N
-. • •
. C'1
. • ~ °~
~~
~ti

4~ ~'RB
I a
~0~ ~ ~
~ \ a
~ ~ 0 ~ i,~
/ ~ ~~
~• ®~ ~
~~ • ~ ' ~
~ ~ c~ .~
a
~ ~ a ~ p\.
~~ ~ ~~$ a a ~a ~ ~
~~~ ~~ ~ ~ti
~~ ~ ,~
>.
T
1
a
._
~ ,.
i ~ ~ ~ f9
i
i.~ ~
~ ~~ ~ ~
~ ~ .~ °+
~ ~ 4
i ~
i
~ t~ t~ t9
~~~ a
~'~~ a ~
~~~.
~~~
...~-
~i
~~
.~ a

a
~I
~ ~ I
~~~
x ~ ti t
~~ ~ ~ ~ a ~ ~
~~ a
I
le
I
~1~
~ ~1 ~a 4a
~ ~
3~ ~~ .
~g .~~i
~~•
~.
o a ~~ ~
~ ~s
~~ ~ a n + / 1
i ~ ) •
~~ ~ ~
T • T / ~
~~ ~~ • 'n / ~ '' •
~ T
y _ • T
S ~ T ..
0 r1 /
~-
~~~
p h
16
/~~
i'
~F
I
1
.~
A 187+50.00 ~ F ~
• ~„~
n Z T
~~
N
~~o N
p •~ Q
..
a ~~
a a .. .
• ~~ ~,
,a .-. ,.~~~ .
e ~x . ~~.
..~
s ` -.a i,
/ ~~ ~ \
%. .
~ ~~ ~,
~ '
~ ~ ..~ i
l '~
~.
~,.
\~
a
oZ
rn 4
~ ~ IV ~
W ~
° ~~'
~ ~
e~ ~ ~
P ~
~ ~
•
i
/.
T _
T ~
T
T T
~~~~ ~ / „
o
,~ ,/ • •
~~ • + tip
~~ / ,
. MATCH LINB SES SHEBT 18
+ T T
.~ ~
•
• ~S
~~
~r ~
F
~. Z rn
~~ N
n o •~
t }
a~~~
~~~
~ ~~~
~~ \\
~~ ~~
~~~~\ \
~~v
~~~ `~
,, .
i / /
~~
i ~ '~10
~ _
~~

~-
k~o~ ~ s
C7 ~ 3
~z
Y '~
~ r