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SW4120103_CURRENT PERMIT_20120131
STORMWATER DIVISION CODING SHEET POST -CONSTRUCTION PERMITS PERMIT NO. SW °Y'/ A (9 103 DOC TYPE �, CURRENT PERMIT ❑ APPROVED PLANS ❑ HISTORICAL FILE DOC DATE "26Iw I ?) I YYYYMMDD N®ENR North Carolina Department of Environment and Natural Resources Beverly Eaves Perdue Governor Mr. C. Craig Stone Sunset Place, LLC 56 M Riverdale Drive Jamestown, North Carolina 27282 Division of Water Quality Charles Wakild, P. E. Director January 27, 2012 Subject: Stormwater Permit No. SW4120103 Sunset Place Apartments Randolph County Dear Mr. Stone: Dee Freeman Secretary RECEIVED N.C.Dept. of ENR JAN 3 12012 Winston-Salem Regional office The Stormwater Permitting Unit received an application for a Post -construction State stormwater runoff permit for the Sunset Place Apartments on January 19, 2012. Staff review of the application has determined that the project, as proposed, will comply with the Stormwater Regulations set forth in Title 15A NCAC 2H.1000 and Session Law 2006-246. We are forwarding Permit No. SW4120301, dated January 27, 2011, for the construction, operation and maintenance of the subject project and the stormwater BMPs. This permit shall be effective from the date of issuance until January 26, 2020, and shall be subject to the conditions and limitations as specified therein. Please pay special attention to the Operation and Maintenance requirements in this permit. Failure to establish an adequate system for inspection and maintenance of the stormwater management system will result in future compliance problems. If any parts, requirements, or limitations contained in this permit are unacceptable, you have the right to request an adjudicatory hearing upon written request within thirty (30) days following receipt of this permit. This request must be in the form of a written petition, conforming to Chapter 150E of the North Carolina General Statutes, and filed with the Office of Administrative Hearings, P.O. Drawer 27447, Raleigh, NC 27611-7447. Unless such demands are made this permit shall be final and binding. This project will be kept on file at the Winston-Salem Regional Office. If you have any questions, or need additional information concerning this matter, please contact Mike Randall at (919) 807-6374; or mike.randall@ncdenr.gov. cerely, p for Charles Wakild, P. E. cc: S W4120301 File Winston-Sa!em Regional Office Wetlands and Store water Branch 1617 Mail Service Center, Raleigh, North Carolina 27699.1617 Location: 512 N. Salisbury St, Raleigh, North Carolina 27604 Phone: 919-807-63001 FAX: 919-807-6494 l Customer Service: 1-877-623-6748 Internet: www.ncwaterquality org An Equal Cppodunity 1 Affirmative Action Employer Nne orthCarohna Naturally State Stormwater Permit Permit No. SW4120103 STATE OF NORTH CAROLINA DEPARTMENT OF ENVIRONMENT AND NATURAL RESOURCES DIVISION OF WATER QUALITY STATE STORMWATER MANAGEMENT PERMIT HIGH DENSITY DEVELOPMENT In accordance with the provisions of Article 21 of Chapter 143, General Statutes of North Carolina as amended, and other applicable Laws, Rules, and Regulations PERMISSION IS HEREBY GRANTED TO Mr. C. Craig Stone Sunset Place Apartments At North Cherry Street and Hoover Street Asheboro, North Carolina, Randolph County FOR THE construction, operation and maintenance of three bioretention cells in compliance with the provisions of Session Law 2006-246 and 15A NCAC 2H .1000 (hereafter referred to as the "stormwater rules) and the approved stormwater management plans and specifications and other supporting data as attached and on file with and approved by the Division of Water Quality and considered a part of this permit. This permit shall be effective from the date of issuance until January 26, 2020, and shall be subject to the following specified conditions and limitations: I. DESIGN STANDARDS 1. This permit is effective only with respect to the nature and volume of stormwater described in the application and other supporting data. 2. This stormwater system has been approved for the management of stormwater runoff as described in Section 1.7 of this permit. The stormwater control has been designed to handle the runoff from 44,966 square feet of impervious area. 3. The tract will be limited to the amount of built -upon area indicated in Section 1.8 of this permit, and per approved plans. 4. All stormwater collection and treatment systems must be located in either dedicated common areas or recorded easements. The final plats for the project will be recorded showing all such required easements, in accordance with the approved plans. 5. The runoff from all built -upon area within the permitted drainage area of this project must be directed into the permitted stormwater control system. 6. The built -upon areas associated with this project shall be located at least 30 feet landward of all perennial and intermittent streams. Page 1 of 4 State Stormwater Permit Permit No, SW4120103 7. The following design criteria have been provided in the bioretention cells and must be maintained at design condition: Cell1 Cell Cell a. Drainage Area, acres: 16,916 25,482 27,431 Onsite, ft2: 16,916 25,482 27,431 Offsite, ft2: 0 0 0 b. Total Impervious Surfaces, ft2: 6,863 18,806 19,297 Onsite, ft2: 6,863 18,806 19,297 Offsite, ft . 0 0. 0 C. Design Storm, inches: 1.0 1.0 1.0 d. Ponding Depth, feet: 0.75 0.8 0.75 e. SHWT, fmsl: 805.0 803.0 805.0 f. Planting. Media Depth, feet: 3.5 3.5 3.5 g. Cell Dimensions, feet: 70x35 80x35 100x40 h. Planting Elevation, fmsl: 811.0 809.0 811.0 i. Bypass 1 Storage Elevation, fmsl: 811.9 810.10 812.0 j. Underdrain Diameter, inches: 6.0 6.0 6.0 k. Receiving Stream/River Basin: Cedar fork/Yadkin I Stream Index Number: 13-2-3-3-2 M. Classification of Water Body: "C" II. SCHEDULE OF COMPLIANCE During construction, erosion shall be kept to a minimum and any eroded areas of the system will be repaired immediately. 2. The permittee shall at all times provide the operation and maintenance necessary to assure the permitted stormwater system functions at optimum efficiency. The approved Operation and Maintenance Plan must be followed in its entirety and maintenance must occur at the scheduled intervals including, but not limited to: a. Semiannual scheduled inspections (every 6 months). b. Sediment removal. C. Mowing and revegetation of slopes and the vegetated filter. d. Immediate repair of eroded areas. e. Maintenance of all slopes in accordance with approved plans and specifications. I f. Debris removal and unclogging of bypass structure, filter media, flow spreader, catch basins, piping and vegetated filter. g. A clear access path to the bypass structure must be available at all times. 3. Records of maintenance activities must be kept for each permitted BMP. The records will indicate the date, activity, name of person performing the work and what actions were taken. 4. The permittee shall submit to the Division of Water Quality an annual summary report of the maintenance and inspection records for each BMP. The report shall summarize the inspection dates, results of the inspections, and the maintenance work performed at each inspection. 5. The facilities shall be constructed as shown on the approved plans. This permit shall become voidable unless the facilities are constructed in accordance with the conditions of this permit, the approved plans and specifications, and other supporting data. Page 2 of 4 State Stormwater Permit • Permit No. SW4120103 6. Upon completion of construction, prior to issuance of a Certificate of Occupancy, and prior to operation of this permitted facility, a certification must be received from an appropriate designer for the system installed certifying that the permitted facility has been installed in accordance with this permit, the approved plans and specifications, and other supporting documentation. Any deviations from the approved plans and specifications must be noted on the Certification. A modification may be required for those deviations. 7. If the stormwater system was used as an Erosion Control device, it must be restored to design condition prior to operation as a stormwater treatment device, and prior to occupancy of the facility. 8. Access to the stormwater facilities shall be maintained via appropriate easements at all times. 9. The permittee shall submit to the Director and shall have received approval for revised plans, specifications, and calculations prior to construction, for any modification to the approved plans, including, but not limited to, those listed below: a. Any revision to any item shown on the approved plans, including the stormwater management measures, built -upon area, details, etc. b. Project name change. C. Transfer of ownership. d. Redesign or addition to the approved amount of built -upon area or to the drainage area. e. Further subdivision, acquisition, lease or sale of all or part of the project area. The project area is defined as all property owned by the permittee, for which Sedimentation and Erosion Control Plan approval or a CAMA Major permit was sought. f. Filling in, altering, or piping of any vegetative conveyance shown on the approved plan. 10. The permittee shall submit final site layout and grading plans for any permitted future areas shown on the approved plans, prior to construction. 11. A copy of the approved plans and specifications shall be maintained on file by the Permittee for a minimum of ten years from the date of the completion of construction. 12. The Director may notify the permittee when the permitted site does not meet one or more of the minimum requirements of the permit. Within the time frame specified in the notice, the permittee shall submit a written time schedule to the Director for modifying the site to meet minimum requirements. The permittee shall provide copies of revised plans and certification in writing to the Director that the changes have been made. III. GENERAL CONDITIONS This permit is not transferable to any person or entity except after notice to and approval by the Director. In the event of a change of ownership, or a name change, the permittee must submit a completed Name/Ownership Change form to the Division of Water Quality, signed by both parties, and accompanied by the supporting documentation as listed on page 2 of the form. The approval of this request will be considered on its merits and may or may not be approved. Page 3 of 4 State Stormwater Permit Permit No. SW41201 a3 2. The permittee is responsible for compliance with all permit conditions until such time as the Division approves the transfer request. 3. Failure to abide by the conditions and limitations contained in this permit may subject the Permittee to enforcement action by the Division of Water Quality, in accordance with North Carolina General Statute 143-215.6A to 143-215.6C. 4. The issuance of this permit does not preclude the Permittee from complying with any and all statutes, rules, regulations, or ordinances, which may be imposed by other government agencies (local, state, and federal) having jurisdiction. 5. In the event that the facilities fail to perform satisfactorily, including the creation of nuisance conditions, the Permittee shall take immediate corrective action, including those as may be required by this Division, such as the construction of additional or replacement stormwater management systems. 6. The permittee grants DENR Staff permission to enter the property during normal business hours for the purpose of inspecting all components of the permitted stormwater management facility. 7. The permit issued shall continue in force and effect until revoked or terminated. The permit may be modified, revoked and reissued or terminated for cause. The filing of a request for a permit modification, revocation and reissuance or termination does not stay any permit condition. 8. Unless specified elsewhere, permanent seeding requirements for the stormwater control must follow the guidelines established in the North Carolina Erosion and Sediment Control Planning and Design Manual. 9. Approved plans and specifications for this project are incorporated by reference and are enforceable parts of the permit. 10. The issuance of this permit does not prohibit the Director from reopening and modifying the permit, revoking and reissuing the permit, or terminating the permit as allowed by the laws, rules and regulations contained in Session Law 2006- 246, Title 15A NCAC 2H.1000, and NCGS 143-215.1 et.al. 11. The permittee shall notify the Division in writing of any name, ownership or mailing address changes at least 30 days. 12. The permittee shall submit a renewal request with all required forms and documentation at least 180 days prior to the expiration date of this permit. Permit issued this the 271h day of January, 2012. NORTH CAROLINA ENVIRONMENTAL MANAGEMENT COMMISSION ...-.. . ...-, . . �., -. Division of Water Quality By Authority of the Environmental Management Commission Page 4 of 4 State Stormwater Permit Permit No. SW4120103 Stormwater Permit No. SW4120103 Sunset Place Apartments At North Cherry Street and Hoover Street Asheboro, North Carolina, Randolph County Designer's Certification I, , as a duly registered in the State of North Carolina, having been authorized to observe (periodically/ weekly/ full time) the construction of the project, Sunset Place Apartments for (Project Owner) hereby state that, to the best of my abilities, due care and diligence was used in the observation of the project construction such that the construction was observed to be built within substantial compliance and intent of the approved plans and specifications. The checklist of items on page 2 of this form is included in the Certification. Noted deviations from approved plans and specification: Signature Registration Number Date SEAL Page 1 of 2 State Stormwater Permit Permit No. SW4120103 ' Certification Requirements: 1. The drainage area to the system contains approximately the permitted acreage. 2. The drainage area to the system contains no more than the permitted amount of built -upon area. 3. All the built -upon area associated with the project is graded such that the runoff drains to the system. 4. All roof drains are located such that the runoff is directed into the system. 5. The bypass structure elevations are per the approved plan. 6. All slopes are grassed with permanent vegetation. 9. Vegetated slopes are no steeper than 3:1. 10. The inlets are located per the approved plans and do not cause short- circuiting of the system. 11. The permitted amounts of surface area and/or volume have been provided. 12. All required design depths are provided. 13. All required parts of the system are provided. 14. The required system dimensions are provided per the approved plans. Submit this Designer's Certification to: DWQ Winston-Salem Regional Office Surface Water Protection 585 Waughtown Street Winston-Salem, NC 27107 Page 2 of 2 DWQ USE ONLY Date 12eccived Fee Paid Permit Number 4505 -4 1�k q 10 I o 3 Applicable Rules: ❑ Coastal SW - 1995 ❑ Coastal SW - 2008 ❑ Ph 11 - Post Construction (select all that apply) ❑ Non -Coastal SW- HQW/ORW Waters ❑ Universal Stormwater Management Plan ❑ Other WQ NImt Plan: State of North Carolina Department of Environment and Natural Resources Division of Water Quality STORMWATER MANAGEMENT PERMIT APPLICATION FORM This form may be photocopied for use as an original 1. GENERAL INFORMATION 1. Project Name (subdivision, facility, or establishment name - should be consistent with project name on plans, specifications, letters, operation and maintenance agreements, etc.): Svx1 sC-T p1,46 APAR?M &1 T5 2. Location of Project (street address): SWAISET AVE LWf N. CNkp-?-Y 5T129FET ,„ h9EMOjZt/}L STi2EEET AlID NyDVER STREET City: A SAE&9Q County: 9aNPD1-P8 Zip: 27203 3. Directions to project (from nearest major intersection): Go 5bvl -1 APPROXIMATELY o14P CJ RLDa EgCwi 'WE' INT 6E-CT10AJ of W-5AI-15BU9Y 5'T� (Wi%Y_ ) Ah/0 NoIZTN 04E-F'-RY 57'.9 ET, 3V5J,4T PgOpF72TY j5hT 714E S9U-W A!;T cogM,er1t eF Atz)97 l QJEMY 579,EET AND NOO/az R STAE T. — 4. Latitude: 35 ° '12 ' zg,'W' N Longitude: 7q 0 49 ' 2b.S6" W of the main entrance to the project. H. PERMIT INFORMATION: 1. a. Specify whether project is (check one): [ANew ❑ Modification b.If this application is being submitted as the result of a modification to an existing permit, list the existing permit number , its issue date (if known) , and the status of construction: ❑Not Started ❑Partially Completed* ❑ Completed* *provide a designer's certification 2. Specify the type of project (check one): ❑Low Density [•High Density ❑Drains to an Offsite Stormwater System ❑Other 3. If this application is being submitted as the result of a previously returned application or a letter from DWQ requesting a state stormwater management permit application, list the stormwater project number, if assigned, and the previous name of the project, if different than currently proposed, 4. a. Additional Project Requirements (check applicable blanks; information on required state permits can be obtained by contacting the Customer Service Center at 1-877-623-6748): ❑CAMA Major [Sedimentation/Erosion Control: 23- ac of Disturbed Area ❑NPDES Industrial Stormwater 0404/401 Permit: Proposed Impacts b.If any of these permits have already been acquired please provide the Project Name, Project/Permit Number, issue date and the type of each permit: Form SWU-101 Version 07Jun2010 Page 1 of6 Ill. CONTACT INFORMATION 1. a. Print Applicant / Signing Official's name and title (specifically the developer, property owner, lessee, designated government official, individual, etc, who owns the project): Applicant/Organization: 5UMSET pt~ACf: LLC. SuMStf 'P(me Signing Official & 'Title: x & Z � ��1\�� C. _QZAJ & 570Yve mEm b.Contact information for person listed in item 7a above: Street Address: _5 14 Rtr1E ALL City: JAMESTOW4 State: NC. Zip: Z7162. Mailing Address (if applicable): p.Q. gex 3g5 _ City: JAn1E51nwJ*J r State: NG Zip: 272-$Z Phone: 334 tit - 6 f 3 Fax: ( 334 L 454 - 61 go Email: c. Please check the appropriate box. The applicant listed above is: © The property owner (Skip to Contact Information, item 3a) ❑ Lessee* (Attach a copy of the lease agreement and complete Contact Information, item 2a and 2b below) ❑. Purchaser* (Attach a copy of the pending sales agreement and complete Contact Information, item 2a and 2b below) ❑ Developer* (Complete Contact Information, item 2a and 2b below.) 2. a. Print Property Owner's name and title below, if you are the lessee, purchaser or developer. (This is the person who owns the property that the project is located on): Property Owner/Organization: Signing Official & Title: b. Contact information for person listed in item 2a above: Street Add City:. State: Zip: Mailing Address (if applicable): City: State: Zip: Phone: ( } Fax: ( ) Email: 3. a. (Optional) Print the name and title of another contact such as the projects construction supervisor or other person who can answer questions about the project: Other Contact Person/Organization: 9A54 QUt;G!NS J/ WY94EFIE7LD P9Q1-)QZ77ES Signing Official & Title: le b.Contact information for person listed in item 3a above: Mailing Address: P.D. 86A 395 City: JAWESToWA) State: JJG "Zip:_ 27287, -- Form SWU-l01 Version 07]un2010 Page 2 of 7 Phone: ( 336 ) 15q tb13q _ lax: (;A. ) q54 - 4190 1:111ail: N45FI-P06611ys7e GNaI1-.CON 4. Local jurisdiction for building permits: CITY OF A514SMOIZO , #JC Point of Contact: 1V. PROJECT INFORMATION Phone #t: ( 934) ) toz10 - i 2-' 1 x 231 1. In the space provided below, briefly summarize how the stormwater runoff will be treated. STi'Rwi WATER (2v,.14qFJ= wILL RE T4EATI D 8 V nIREE (3) _916 - CELLS LO CAT 1) _ Oy TI4E JUBJECT ..P&QF aTV 2. a. If claiming vested rights, identify the supporting documents provided and the date they were approved: ❑ Approval of a Site Specific Development Plan or PUD Approval Date: ❑ Valid Building Permit Issued Date: ❑ Other: 'Date: b.If claiming vested rights, identify the regulation(s) the project has been designed in accordance with: ❑ Coastal SW - 1995 ❑ Ph 11 - Post Construction 3. Stormwater runoff from this project drains to the W ILiO4 River basin. 4. Total Property Area: 2.134 acres 5. Total Coastal Wetlands Area: -0- acres 6. Total Surface Water Area: -e - acres 7. 'Total Property Area (4) - Total Coastal Wetlands Area (5) - Total Surface Water Area (6) = Total Project Area,: 2.134 acres Total project area shall be calculated to exclude the following the normal pool of impounded strrtctures, the area between the hawks of streants and rivers, fire area below the Normal High Water (NHW) line or Mean High Water (MHW) line, and coastal wetlands landward front the NHW (or MH* line. Tie resultant )project area is used to calculate overall percent built upon area (BLIA). Non -coastal wetlands landward of the NHW (or MHW) lure may be included in the total project area. 8. Project percent of impervious area: (Total Impervious Area / Total Project Area) X 100 = &2.7 °/. 9. How many drainage areas does the project have? 3 (For high density, count I for each proposed engineered stormzoater BMP. For low density and other projects, use. I for the whole property area) 10. Complete the following information for each drainage area identified in Project Information item 9. If there are more than four drainage areas in the project, attach an additional sheet with the information for each area provided in the same format as below. Tonn SWU-101 Version Mun2010 Page 3 of7 Basin Information Draina e Area I Drainage Area 2 Drainage Area 3 Drainage Area _ Receiving Stream Name t"EOAl2 F4099 Cen-4A t=044 tEPA A FD99 Stream Class ' C C C Stream Index Number* 13-z-3-3-2. 13-Z-3-3-2 i3-Z-3-3-2 Total Drainage Area (so 2S02 27 431 On -site Drainage Area (so lb glto 2 51 q2 27 q31 Off -site Drainage Area (so --0- -Q-- Pra osed Im ervious Area** s 6,80 /8 SD4 i9 191 % Impervious Area** total `IA.$ 1 73.$ 1 70.3 Impervious— Surface Area Drainage Area L Drainage Area 2 Drainage Area 5 Drainage Area On -site Buildings/Lots (so S a 3 3'L i6 V,q S1 On -site Streets (so -0- --0•-• -0- On-siteParking (so -6- i3 qiq !3 III On -site Sidewalks (so 1,7511 i c.53 Other on -site (so - 0 - 21 ^0 - Future (so - 0 - -D" -0- Off-site (sf) - 0 - -0 - - 0- Existing BUA*** (so --0 - -0- -0 - Total (so: 10,963 18,604 t ?1,2 97 * Stream Class and Index Number can be determined at: http://portal.ttcdeYmorg iveh/zuri[ps/cstt/classtfieations lit pervious area is defined as the built upon area including, but not limited to, buildings, roads, parking areas, sidewalks, gravel areas, etc. 'Report only that attount of existing BUA that will remain after development. Do not report any existing BUA that is to be removed and ruhich will be replaced by new BUA. V. How was the off -site impervious area listed above determined? Provide documentation. Proiects in Union County: Contact DWQ Central Office staff to check if theprojeci is located within a Threatened & Endangered Species watershed that may be subject to more stringent stornnvater requirements as per NCAC 02B .0600. V. SUPPLEMENT AND O&M FORMS The applicable state stormwater management permit supplement and operation and maintenance (O&M) forms must be submitted for each BMP specified for this project. The latest versions of the forms can be downloaded from http://portal.ncdeiir.org/webZwq/wsZsu/bmp-manual. V1. SUBMITTAL REQUIREMENTS Only complete application packages will be accepted and reviewed by the Division of Water Quality (DWQ). A complete package includes all of the items listed below. A detailed application instruction sheet and BMP checklists are available from http://portal.ncdenr.org/web/wq/ws/su/statesw/forms_docs. The complete application package should be submitted to the appropriate DWQ Office. (The appropriate office may be found by locating project on the interactive online map at http://portal.ncdenr.org/web/wq/ws/suf maps.) Please indicate that the following required information have been provided by initialing in the space provided for each item. All original documents MUST be signed and initialed in blue ink. Download the latest versions for each submitted application package from http://portal.ncdenr.org/web/wq/ws/su/statesw/ forms does. Initials I. Original and one copy of the Stormwater Management Permit Application Form.- 2. Original and one copy of the signed and notarized Deed Restrictions & Protective Covenants Form. (if required as per Part Vli below) 3. Original of the applicable Supplement Form(s) (sealed, signed and dated) and O&M agreement(s) for each BMP, 4. Permit application processing fee of $505 payable to NCDENR. (For an Express review, refer to littp://www.eiivhelp.org/t/pages/onestopex press, htin l for information on the Express program and the associated fees. Contact the appropriate regional office Express Permit Coordinator for additional information and to schedule the required application meeting.) Form SWU-101 Version 07Jnn2610 Page 4 of 7 5. A detailed narrative (one to two pages) describing the stormwater treatment/nianagementfor _ W _ the project. This is required in addition to the brief summary provided in the project Information, item 1. h, A USGS map identifying the site location. If the receiving stream is reported as class SA or the_ receiving stream drains to class SA waters within'/2 mile of the site boundary, include the mile radius on the map./ 7. Sealed, signed and dated calculations. 8. Two sets of plans folded to 8.5" x 14" (sealed, signed, & dated), including: a. Development/Project name. b. Engineer and firm. c. Location map with named streets and NCSR numbers. d. Legend. e. North arrow. f. Scale. g. Revision number and dates. h. Identify all surface waters on the plans by delineating the normal pool elevation of impounded structures, the banks of streams and rivers, the MHW or NHW line of tidal waters, and any coastal wetlands landward of the MHW or NHW lines. • Delineate the vegetated buffer landward from the normal pool elevation of impounded structures, the banks of streams or rivers, and the MHW (or NHW) of tidal waters. i. Dimensioned property/project boundary with bearings & distances. j. Site Layout with all BUA identified and dimensioned. k. Existing contours, proposed contours, spot elevations, finished Floor elevations. I. Details of roads, drainage features, collection systems, and stormwater control measures. m. Wetlands delineated, or a note on the plans that none exist. (Must be delineated by a qualified person. Provide documentation of qualifications and identify' the' person who made the determination on the plans. n. Existing drainage (including off -site), drainage easements, pipe sizes, runoff calculations. o. Drainage areas delineated (included in the main set of plans, not as a separate document). p. Vegetated buffers (where required). 9. Copy of any applicable soils report with the associated SHWT elevations (Please identify /►F1rA/ elevations in addition to depths) as well as a map of the boring locations with the existing elevations and boring logs. Include an 8.5"xll" copy of the NRCS County Soils map with the project area clearly delineated. For projects with infiltration BMPs, the report should also include the soil type, expected infiltration rate, and the method of determining the. infiltration rate. (Infiltration Devices submitted to WiRO: Schedule a site visit for DWQ to verifij the SHWT prior to submittal, (910) 796-7378.) 10, A copy of the most current property deed. Deed book: 2252 Page No: le y-„ + r / ✓ 11. For corporations and limited liability corporations (LLC): Provide documentation from the NC Secretary of State or other official documentation, which supports the titles and positions held by the persons listed in Contact Information, item la, 2a, and/or 3a per NCAC 21-1.7003(e). The corporation or LLC must be listed as an active corporation in good standing with the NC .., t, , Secretary of State, otherwise the application will be returned. http://www.secretary.state.nc.us/Corl2orations/`CSearch.aspx V11. DEED RESTRICTIONS AND PROTECTIVE COVENANTS For all subdivisions, outparcels, and future development, the appropriate property restrictions -and protective covenants are required to be recorded prior to the sale of any lot. If lot sizes vary significantly. or fthe proposed BUA allocations vary, a table listing each lot number, lot size, and the allowable built=upon area must lie provided as an attachment to the completed and notarized deed restriction form. The appropriate deed restrictions and protective covenants forms can be downloaded from a littpL/Zportal.ncdeiir.org/",ebZwq/ws/su/`statesw/fori)is does. Download the latest versions foi'each submittal. In the instances where the applicant is different than the property owner, it is the responsibility of the property owner to sign the deed restrictions and protective covenants form while the applicant is responsible for ensuring that the deed restrictions are recorded. By the notarized signature(s) below, the permit holder(s) certify that the recorded property restrictions and protective covenants for this project, if required, shall include all the items required in the permit and listed on the forms available on the website, that the covenants will be binding on all parties and persons claiming under them, that they will run with the land, that the required covenants cannot be changed or deleted without concurrence from the NC DWQ, and that they will be recorded prior to the sale of any lot. Forrn SWU-101 Version 07Jrm2010 rage 5 of 7 Vlll. CONSULTANT INFORMATION AND AUTHORIZATION Applicant: Complete this section if you Nish to designate authority to another individual and/or firm (such as a consulting engineer and/or firm) so that they may provide information on your behalf for this project (such as addressing requests for additional information). Consulting Engineer: Mr !r'M611Jkk-1ZYJ& t sagVEy.,A1G, /XIG. Consulting Firm: Mailing Address: qOb TY1JiJ6 STF.A�IFT City: N164 PoiMT State: NL Zip: _ 2726S Phone: ( 334 �617- 906 k 30 Fax: ( 336 Email: C rtCtar� �% IX. PROPERTY OWNER AUTHORIZATION (if Contact Information, iteur 2 has been filled out, courplete this section) 1, (print or type name of person listed in Contact Information, item 2a) certify that I own the property identified in this permit application, and thus give permission to (print or type name of person listed in Contact Information, item In) C. CXAOG 5701JC with (print or hjpe nante of organization listed in Contact information, item 1a) :90A1$ ff A" , LLC _ to develop the project as currently proposed. A copy of the lease agreement or pending property sales contract has been provided with the submittal, which indicates the party responsible for the operation and maintenance of the stormwater system. ; As the legal property owner I acknowledge, understand, and agree by my signature below, that if my designated agent (entity listed in Contact Information, item 1) dissolves their company and/or cancels or defaults on their lease agreement, or pending sale, responsibility for compliance with the DWQ Stormwater permit reverts back to me, the property owner. As the property owner, it is my responsibility to notify DWQ immediately and submit a completed Name/Ownership Change Form within 30 days; otherwise I will be operating a stormwater treatment facility without a valid permit. I understand that the operation of a stormwater treatment facility without a valid permit is a violation of NC General Statue 143-215.1 and may result in appropriate enforcement action including the assessment of civil penalties of up to $25,000 per day, pursuant to NCGS 143-215.6. Su�tcf Ptaco +�}. L L Signature: X Date: X a1 01 1 ►2, a Notary Public for the State of A/� r , County of Q -e.�. do hereby certify that Cr��4 personally appeared before me this i day of 1 ir oI )—,and acknowledge the due execution of the application for a stormwater permit. Witness my hand and official seal, p ��v--✓>-��,...� 0%4kill 1 tr rr►►►14i �rrt 10. r �,,, �- C d SEAL My commission expires 10-0-r Fornt SW[1-101 Version Mun2010 I'age 6 ot'7 X. APPI,ICAN'l"S CIiRTIFICATION I, (171-ixt or type 11(71114, a f17evsml listed in Contact Information, item la) svose-T PLAe , LLL- certify that the information included on this permit application form is, to the best of my knowledge, correct and that the project will be constructed in conformance with the approved }Mans, that the required deed restrictions and protective covenants will be recorded, and that the proposed project complies with the requirements of the applicable stormwater rules under 15A NCAC 21-1 .1000, SL 2006-246 (Ph. 11 - Post Construction) or SL 2008-211. SdNSEf )�w�Q r Signature: X �U; ['_�� _ Date: 011IJJI i ` 1, gJ,_1 D _J a Notary Public for the State of Al Coun", of do hereby certify that C personally appeared before me this I day of -�p f , and acknowledge the due execution of the application for a stormwater permit. Witness my hand and official seal, ,��� f,f 41111rlr/I! �!!!!lrfi�llliti�yt SEAL My commission expires Iv- g -) L-] Form SWU-101 Version 07Jun2010 Pave 7 of 7 January 20, 2012 Wynnefield Properties P.O. Box 395 Jamestown, North Carolina 27282 Attention: Mr. Nash Duggins Reference: Seasonal High Water Table Determinations Proposed Bioretention with an underdrain — Sunset Place Apartments Asheboro, North Carolina S&ME Project No. 1581-11-077A Dear Mr. Duggins: S&ME, Inc. (S&ME) has conducted Stormwater Best Management Practices (BMP) Soil Testing as an additional service to S&ME Proposal No. 1581-1 I-PI11 dated July 12, 2011 to provide information for a new Stormwater Management Permit Application to the North Carolina Department of Environment and Natural Resources (NCDENR) — Division of Water Quality (DWQ) andlor local stormwater regulatory agencies. A soil scientist investigation was conducted to evaluate the soil properties of a proposed Stormwater BMP area to determine suitability for stormwater management systems, specifically on -site bioretention. The soil scientist investigation was conducted to evaluate seasonal high water table (SHWT) elevations below existing ground surface (bgs). DISCUSSION Use of on -site bioretention is being considered to comply with stormwater management requirements. The use of stormwater BMP's is subject to the suitability of site soils and regulatory approval. Regulatory guidance on requirements for permitting of stormwater bioretention BMP's is provided in the North Carolina Division of Water Quality -- Stormwater Best Management Practices Manual (NCDENR-SW-BMP), dated July 2007 (Revised July, 2009). The NCDENR-SW-BMP requires that the SHWT must be at least 2 feet below the bottom of the bioretention BMP. An underdrain is typically installed when clayey soils area present. PROJECT BACKGROUND The subject area evaluated is associated with three proposed bioretention BMPs within the proposed Sunset Place Apartments site in Asheboro, North Carolina (Figure 1). The 5&ME. iNC 1 3718 Old Battleground Road 1 Greensboro. NC 27410 1 p 336 288 7180 f 336.288,6980 1 www srn91nc corn Stormwater BMP Soil Testing S&ME Project No. 1581-11-077A Sunset Place Apartments January 20, 2012 site is bound by Sunset Avenue, North Cherry Street, Hoover Street, and Memorial Street. Mr. Nash Duggins with Wynnefeld Properties provided Mr. Scott Hancock with S&ME an electronic PDF of a site plan with the proposed stormwater BMP locations. S&ME'a scope of services consisted of evaluating the SHWT at the three proposed locations to a minimum depth of seven feet bgs, or until seasonal high soil wetness conditions were encountered (whichever is first encountered), or until auger refusal, as determined by a Licensed Soil Scientist. Mr. Chuck Truby of CPT Engineering and Surveying indicated in a January 18, 2012 phone conversation with Mr. Paul Penninger of S&ME that the proposed stormwater BMPs shown on the site plan are bioretention basins with an underdrain. Mr. Truby indicated the bottom of the bioretention basins will be approximately 3.5 feet bgs and that S&ME should evaluate the soil to approximately 7 feet bgs. The area evaluated consisted of grassed areas with scattered trees. Several older homes were on the northwestern side of the property and it appeared that others had recently been demolished on other parts of the site. An existing house was located on part of the area shown as Biocell #3 on the site plan (Figure 1). S&ME soil scientists conducted an evaluation of the soils within the areas identified on the provided site plan. The soil scientist evaluation was conducted to evaluate the suitability of the soil properties relative to Stormwater Management permitted by the NCDENR-DWQ and/or local stormwater regulatory agencies. FINDINGS Seasonal High Water Table (SHWT) Determination The SHWT evaluation was performed by advancing hand auger borings to depths of approximately 100 inches bgs at the proposed stormwater management system areas. A summary of the SHWT depths is shown in Table 1. The locations of the SHWT evaluations were approximated in the field based on locations shown on the site plan (Figure 1). The hand auger boring soils were evaluated by a Licensed Soil Scientist for evidence of SHWT influence. This evaluation involved looking at the actual moisture content in the soil and observing the matrix and mottle colors. Depending on the soil texture, the soil color will indicate processes that are driven by seasonally high water table fluctuations, such as iron reduction and oxidation and organic matter staining. Often, the natural soil parent material colors are similar to those indicating seasonally high water table fluctuations. Each of the three hand auger borings had soil horizonation typical of undisturbed soil profiles. The soil profiles were similar in the three hand auger borings and the descriptions are attached. Generally there was approximately 12 inches of a loamy surface horizon over a silty clay to clay Bt soil horizon. This clay was firm and exhibited mixed mineralogy properties, especially in hand auger boring 2. The Bt horizon graded into a BC horizon at approximately 36 inches bgs, which graded into a C horizon at 2 Stormwater BMP Soil Testing S&ME Project No, 1581-11-077A Sunset Place Apartments January 20, 2012 approximately 70 inches bgs. Hand auger borings 1 and 3 had soil colors of 2 chroma or less in the BC and/or C horizons, but these colors where described as lithochormic colors relict to the mineral colors the saprolite and soil weathered from. No free water surface was observed in hand auger borings 1 and 3 to depths of 104 inches and 107 inches bgs, respectively, and the saprolite material at these depths was only slightly moist. Approximately 13 inches of fill material was observed in hand auger boring 1. Hand auger boring 2 had similar characteristics to hand auger borings 1 and 3. There were soil colors in the BC and C horizons of 2 chroma or less that were described as lithochormic colors relict to the mineral colors the saprolite and soil weathered from. In hand auger boring 2, zones of expansive clay were observed in the C horizon from approximately 84 to 100 inches bgs. This clay material bad a Munsell color of 2.5Y 6/2 which could be evidence of zones of seasonal saturation in the C horizon. The saprolite material at 100 inches bgs at hand auger boring 2 was only slightly moist and there was not free water or saturated zones observed in any part of the soil profile. While not conclusive from this evaluation, the gray, expansive clay observed in the C horizon was indicative of zones of seasonal saturation due to restricted water movement though the soil profile (perched water) and not due to an apparent SHWT. Table 1. Summary of Seasonal High Water Table Depths. Location Depth to Seasonal High Water Table (inches bgs) HAB 1 > 104 HAB 2 approximately 84* HAB 3 > 107 * soil colors observed at 84 to 100 inches bgs described as zones of saturation possibly due to restricted water flow through soil profile possibly due to inclusions of expansive clay. Possibly indicative of a "Perched" seasonal high water table and not an apparent seasonal high water table. A free water surface was observed at 18 and 23 feet bgs in two of four deep geotechnical borings (20 to 30 feet bgs) placed on the site by S&ME in August 2011. The NRCS Web Soil Survey shows the site mapped as Georgeville-Urban land complex 2 to 10 percent slopes. Typically, the depth to a water table is greater than 80 inches for this soil series. The Georgeville series consists of very deep, well drained, moderately permeable soils that formed in material mostly weathered from fine-grained metavolcanic rocks of the Carolina Slate Belt. The soils observed on -site were similar to Georgeville except the subsurface horizons were more yellow in color and more sticky and plastic than the typical Georgeville soil. Please note that SHWT evaluations are based on secondary evidence and not on direct groundwater level measurements. No free water surface was observed in the hand auger borings. Groundwater levels fluctuate for numerous reasons and these findings do not Stormwater BMP Soil Testing Sunset Place Apartments r S&ME Project No. 1581-11-p77A January 20, 2012 indicate that groundwater levels have not or will not rise above the noted depths. Site grading could change the described depths to any SHWT. Due to the heavy clay horizons observed in the soil profiles, an underdrain will be required to remove stormwater from the site. These horizons may restrict or "perch" vertical water movement through the soil profile. CLOSING S&ME appreciates the opportunity to provide these services to you. if you have any questions, please contact us. Sincerely, S&ME, Inc. Paul G. Penninger, L.S.S. Rob Willcox, L.S.S. Senior Soil Scientist Natural Resources Services Leader Tables: Table 1: Approximated SHWT Depths Attachments: Figure 1: Hand Auger Boring Location Map Soil Profile Descriptions K:115MPROJECTS MASTEMProjects 158M 581-11.077A Sunset PI Apt Stormwater11581-11-077A - Storrnwater BMP Soil Report.doc 4 LS 00H IT" vr.r `Approximate. �;, • ❑' , N House Location L Vl� ii 1it ; R 11 , t LU g p .4 j rf. J; ;HP, '�'2 N, BASE MAP FROM CPT ENGINEERI Scale: NTS Drawn Bv: PGP I Checked By: RW I Job No: 1581-11-077A V! j "1 17 fd Approximate. Hand Auber Boring Location - ! - 11.1 /-X D I Jx 1AGWIS 0 SURVEYING, INC Sunset Place Apartments Hand Auger Boring Location Asheboro, NC Fig. i S&ME, INC. SITE/SOIL EVALUATION � Z Project No. l—t5lrjrhoneNo. �. 7_2bate: Location Pin County: 7_p�PropertySize Proposed Facility: •4 S �'a Water Supply: On -Site Well ❑ Evaluation: Auger Boring Community ❑ Pit ❑ Described By: _ Publi ElCut ❑ Weather: Antecedent Moisture c, r- Surface Water: FACTORS PROFILE PROFILE PROFILE PROFILE Landscape Position % Horizon Depth I Color Munsell Texture Structure Consistence Horizon Depth II Color — Munsell Texture Mottles Structure Consistence Boundary Horizon Depth III Color — Munsell Texture Mottles C Structure Consistence Horizon Depth IV Color — Munsell Texture Mottles e Structure Consistence Boundary Soil Wetness Restrictive orizon LTAR ' Classification L. 2 a C6 (' p ;. in r1 LEGEND LANDSCAPE POSITION R Ridge interfluve S Shoulder L Linear Slope FS Foot Slope N Nose Slope H Head Slope Cc Concave Slope Cv Convex Slope T Terrace P Flood Plain TEXTURE S sand Is loamy sand r O P'--.a r IN (i sandy loam 1 loam Si silt ` FC. sil silt loam sicl silty clay loam cl clay loam L)c1/any�ay��l lSan cay rrpp Ste' sic_ silty clay c clay CONSISTENCE WET Ns non -sticky zz>c1 Ss sg y sticlt�y i R S! icky.a� A :-t 41 J VC very sticky Np non -plastic f S S 4 ► q r S slightly plastic P plastic Vp very plastic MOIST vfr very friable ' !J fr friable ri firm ' vfi Very firm STRUCTURE single grain massive rl '». 7:-�Lsl cr l crumb gr r• granular subangular blocky abk angular blocky pl platy pr � prismatic S&M 9 0 C;. SITE/SOIL EVALUATION �, (_ -, 2� Project No. ��6 � , $ �� �� Ph ne No. Date: Location - Pin County: Property Size Proposed Facility: St.! A 6% V.ater Supply: Described By: �G Weather: C,� ., , ,"., Antecedent Moisture On -Site We!! Community Public ti.at s ❑ Evaluation: ❑ ❑ _ Surface Water: FACTORS PROFILE PROFILE PROFILE PROFILE Landscape Positio o a742 ` Horizon Depth I Color Munsell S �� Texture , Structure Consistence Boundary Horizon Depth CL Z Color - Munsell Texture G Mottles Structure Consistence Boundary Horizon Dept 2-77 Color - Munse S Texture Mottles t b "-t L (L g Structure Consistence ' _ C Boundary Horizon Depth "? tD Color - Munsel! _ CA- Texture.—_- 1- Mottles Structure Consistence Boundary �4 Soil Wetri [ Restricti a Horizon ' Saprolit t 'ti n •. LTAR s Classificatlo Auger Boring Pit ❑ Cut ❑ LEGEND ,ANDSCAPE POSITION t Ridge lnterlluve Shoulder Linear Slope S Foot Slope J Nose Slope 4 Head Slope ,c Concave Slope w Convex Slope r Terrace ? Flood Plain FEXTURE sand s loamy sand sl sandy loam I loam si silt sil silt loam sicl silty clay loam cl clay loam sell sandy clay loam sc sandy clay sic silty clay c clay CONSISTENCE WET Ns non -sticky Ss slightly sticky S sticky s very sticky Vp non -plastic 3p slightly plastic P plastic Vp very plastic MOIST vfr Very friable G friable fi firm vri Very firm STRUCTURF sg single grain m massive cr crumb gr granular sbk subangular blocky abk angular blocky pl platy pr prismatic Permil Number: (to be provided bY DWQ) Drainage Area Number: I Bioretention Operation and Maintenance Agreement will keep a maintenance record on this BMP. This maintenance record will be kept in a log in a known set location. Any deficient BMP elements noted in the inspection will be corrected, repaired or replaced immediately. These deficiencies can affect the integrity of structures, safety of the public, and the removal efficiency of the BMP. Important operation and maintenance procedures: — Immediately after the bioretention cell is established, the plants will be watered twicL, weekly if needed until the plants become established (commonly six weeks). — Snow, mulch or any other material will NEVER be piled on the surface of the bioretention cell. Heavy equipment will NEVER be driven over the bioretention cell. Special care will be taken to prevent sediment from entering the bioretention cell. Once a year, a soil test of the soil media will be conducted. After the bioretention cell is established, I will inspect it once a month and within 24 hours after every storm event greater than 1.0 inches (or 1.5 inches if in a Coastal County). Records of operation and maintenance will be kept in a known set location and will be available upon request. Inspection activities shall be performed as follows. Any problems that are found shall be repaired immediately. BMP element: Potentialproblems: How I will remediate theproblem: The entire BMP Trash/debris is present. Remove the trash/debris. The perimeter of the Areas of bare soil and/or Regrade the soil if necessary to bioretention cell erosive gullies have formed. remove the gully, and then plant a ground cover and water until it is established. Provide lime and a one-time fertilizer application. The inlet device: pipe, The pipe is clogged (if Unclog the pipe. Dispose of the stone verge or swale applicable). sediment off -site. The pipe is cracked or Replace the pipe. otherwise damaged (if applicable). Erosion is occurring in the Regrade the swale if necessary to swale (if applicable). smooth it over and provide erosion control devices such as reinforced turf matting or riprap to avoid future problems with erosion. Stone verge is clogged or Remove sediment and clogged covered in sediment (if stone and replace with clean stone. applicable). 1•onn SW401-13ioretention O&M-Rev.3 Page 1 of 4 BMP element: Potentialproblems: How I will remediate theproblem: The pretreatment area hlow,is bypassing Regrade if necessary to route all pretreatment area and/or flow to the pretreatment area. allies have formed. Restabilize the area after grading, Sediment has accumulated to Search for the source of the a depth greater than three sediment and remedy the problem if inches. possible. Remove the sediment and restabilize the pretreatment area. Erosion has occurred. Provide additional erosion protection such as reinforced turf matting or riprap if needed to prevent future erosion problems. Weeds are present. Remove the weeds, preferably by hand. The bioretention cell: Best professional practices Prune according to best professional vegetation show that pruning is needed practices. to maintain optimal plant health. Plants are dead, diseased or Determine the source of the dying. problem: soils, hydrology, disease, etc. Remedy the problem and replace plants. Provide a one-time fertilizer application to establish the ground cover if a soil test indicates it is necessary. 'Free stakes/ wires are present Remove tree stake/ wires (which six months after planting, can kill the tree if not removed). The bioretention cell: Mulch is breaking down or Spot mulch if there are only random soils and mulch has floated away. void areas. Replace whole mulch layer if necessary. Remove the remaining much and replace with triple shredded hard wood mulch at a maximum depth of three inches. Soils and/or mulch are Determine the extent of the clogging clogged with sediment. - remove and replace either just the top layers or the entire media as needed. Dispose of the spoil in an appropriate off -site location. Use triple shredded hard wood mulch at a maximum depth of three. inches. Search for the source of the sediment and remedy the problem if possible. An annual soil test shows that Dolomitic lime shall be applied as ' pH has dropped or heavy recommended per the soil test and metals have accumulated in toxic soils shall be removed, the soil media. disposed of properly and replaced with new planting media. Form SW401-131oretention O&M-Rev.3 Page 2 of 4 BMP element: Potentialproblems: How l will remediate theproblem: The underdrain system Clogging has occurred. Wash out the underdrain system. (if applicable) The drop inlet Clogging has occurred. Clean out the drop inlet. Dispose of the sediment off -site. The drop inlet is darna ed Repair or replace the drop inlet. The receiving water Erosion or other signs of Contact the NC Division of Water damage have occurred at the Quality 401 Oversight Unit at 919- ou tlet. 733-1786. Form SW401-131orcicnrion O&M-Rex•.3 Page 3 of 4 Permit Number: (to he h) -rrrided h}° D[IV) I acknowlcdgc and agree by my signature below that I am responsible for the performance of the maintenance procedures listed above. I agree to notify DWQ of any problems with the system or prior to any changes to the system or responsible party. Projecl name SVA15E7 PLA6E APART AiW-r5 BMP drainage area number: Print name: x C. C'ra, -- Sf-'4e-- Title: x Address: 5411 1zi✓DALE Dom_ J,+n+ES7'ot.✓Af, AIC-_21292 _ Phone: (331-) qS4 — Signature: X Date: 0111411L I _ Note: The legally responsible party should not be a homeowners association unless more than 50% of the lots have been sold and a resident of the subdivision has been named the president. 1, 1 b T , a Notary Public for the State of Al C_ , County of D ate,. _ , do hereby certify that C, ' personally appeared before me this day of J }�1 L, and acknowledge the due execution of the forgoing bioretention maintenance requirements. Witness my hand and official seal, ID.I t 'OTf�i . '' w W. "Notu1K1F SEAL My commission expires 1 o- V- 1LI Form S"1401-Bioretention I&M-Rev. 2 Page 4 of 4 Permit Number: . (to be provided br DJYQ) Drainage Area Number: Z. Bioretention Operation and Maintenance Agreement I will keep a maintenance record on this BMP. This maintenance record will be kept in a log in a known set location. Any deficient BMP elements noted in the inspection will be corrected, repaired or replaced immediately. These deficiencies can affect the integrity of structures, safety of the public, and the removal efficiency of the BMP. Important operation and maintenance procedures: — Immediately after the bioretention cell is established, the plants will be watered twice weekly if needed until the plants become established (commonly six weeks). — Snow, mulch or any other material will NEVER be piled on the surface of the bioretention cell. — Heavy equipment will NEVER be driven over the bioretention cell. — Special care will be taken to prevent sediment from entering the bioretention cell. — Once a year, a soil test of the soil media will be conducted. After the bioretention cell is established, I will inspect it once a month and within 24 hours after every storm event greater than 1.0 inches (or 1.5 inches if in a Coastal County). Records of operation and maintenance will be kept in a known set location and will be available upon request. Inspection activities shall be performed as follows. Any problems that are found shall be repaired immediately. BMP element: Potentialproblems: How I will remediate theproblem: The entire BMP Trash/debris is Rresent. Remove the trash/debris. The perimeter of the Areas of bare soil and/or Regrade the soil if necessary to bioretention cell erosive gullies have formed. remove the gully, and then plant a ground cover and water until it is established. Provide lime and a one-time fertilizer application. The inlet device: pipe, The pipe is clogged (if Unclog the pipe.. Dispose of the stone verge or swale applicable). sediment off -site. The pipe is cracked or Replace the pipe. otherwise damaged (if applicable). Erosion is occurring in the Regrade the swale if necessary to swale (if applicable). smooth it over and provide erosion control devices such as reinforced turf matting or riprap to avoid future problems with erosion. Stone verge is clogged or Remove sediment and clogged covered in sediment (if stone and replace with clean stone, applicable). Form SW401-13iorcterttion O&M-Rev.3 Page I of'4 00 BMP element: Potentialproblems: How I will remediate theproblem: The pretreatment area Flow,is bypassing Regrade if necessary to route all pretreatment area and/or flow to the pretreatment area. gullies have formed. Restabilize the area after grading. Sediment has accumulated to Search for the source of the a depth greater than three sediment and remedy the problem if inches. possible. Remove the sediment and restabilize the pretreatment area. Erosion has occurred. Provide additional erosion protection such as reinforced turf matting or riprap if needed to Prevent future erosion problems. Weeds are present. Remove the weeds, preferably by hand. The bioretention cell: Best professional practices Prune according to best professional. vegetation show that pruning is needed practices, to maintain optimal plant health. Plants are dead, diseased or Determine the source of the dying. problem: soils, hydrology, disease, etc. Remedy the problem and replace plants. Provide a one-time fertilizer application to establish the ground cover if a soil test indicates it is necessary. Tree stakes/wires are present Remove tree stake/wires (which six months after planting. can kill the tree if not removed). The bioretention cell: Mulch is breaking down or Spot mulch if there are only random soils and mulch has floated away. void areas. Replace whole mulch layer if necessary. Remove the remaining much and replace with triple shredded hard wood mulch at a maximum depth of three inches. Soils and/or mulch are Determine the extent of the clogging clogged with sediment. - remove and replace either just the top layers or the entire media as needed. Dispose of the spoil in an appropriate off -site location. Use triple shredded hard wood mulch at a maximum depth of three inches. Search for the source of the sediment and remedy the problem if possible. An annual soil test shows that Dolomitic lime shall be applied as pH has dropped or heavy recommended per the soil test and metals have accumulated in toxic soils shall be removed, the soil media. disposed of properly and replaced with new planting media. Form SW401-13ioretention O&M-Rev.3 Page 2 of 4 BMP element: Potentialproblems: How I will remediate theproblem: The underdrain system Clogging has occurred. Wash out the underdrain system, (if a licable) The drop inlet Clogging has occurred. Clean out the drop inlet. Dispose of the sediment off -site. The drop inlet is damaged Repair or replace the dro inlet. The receiving water Erosion or other signs of Contact the NC Division of Water damage have occurred at the Quality 401 Oversight Unit at 919- ou tlet. 733-1786. Form SW401-13ioretention OKM-Re%,,3 I'age 3 of 4 Permit Number: (to be provided by DIVQ) acknowledge and agree by my signature below that 1 am 'responsible for the performance of the maintenance procedures listed above. I agree to notify DWQ of any problems with the system or prior to any changes to the system or responsible party. Project name: _ SwiSET PL4eZ A-j? &TM&WTS BA1P drainage area number: 7- Print name: x C. Cr& fe— 44.4 Title: x Address:_ S60 ReVC)ZP LE D7,)VEY JAA4a5Towxl I NG 27 z>72 Phone: Signatt Date: 01 ti i41 IZ Note: The legally responsible party should not be a homeowners association unless more than 50% of the lots have been sold and a resident of -the subdivision has been named the president. 1, Ro-�.%t�p - , a Notary Public for the State of County of D o�e. y , do hereby certify that C r ,,.� -00 e,-&- personally appeared before me this Iq day of �,,. �,-.-�� �- , and acknowledge the due execution of the forgoing bioretention maintenance requirements. Witness my hand and official seal, _ '��tisif rfueq�f U&,.,o o� fftIfit Ott" SEAL My commission expires o- V-- IL-( norm SW401-Bioretention I&M-Rev. 2 Page 4 of 4 9 Permit Number: (to he pro -rded by D14V) 1)rainage Area Number: 3 - Bioretention Operation and Maintenance Agreement I will keep a maintenance record on this BMP. This maintenance record will be kept in a log in a known set location. Any deficient BMP elements noted in the inspection will be corrected, repaired or replaced immediately. These deficiencies can affect the integrity of structures, safety of the public, and the removal efficiency of the BMP. Important operation and maintenance procedures: — Immediately after the bioretention cell is established, the plants will be watered twice weekly if needed until the plants become established (conunonly six weeks). — Snow, mulch or any other material will NEVER be piled on the surface of the bioretention cell. — Heavy equipment will NEVER be driven over the bioretention cell. — Special care will be taken to prevent sediment from entering the bioretention cell. -- Once a year, a soil test of the soil media will be conducted. After the bioretention cell is established, I will inspect it once a month and within 24 hours after every storm event greater than 1.0 inches (or 1.5 inches if in a Coastal County). Records of operation and maintenance will be kept in a known set location and will be available upon request. Inspection activities shall be performed as follows. Any problems that are found shall be repaired immediately. BMP element: Potentialproblems: How I will remediate theproblem: The entire BMP Trash/debris is present. Remove the trash/debris. The perimeter of the Areas of bare soil and/or Regrade the soil if necessary to bioretention cell erosive gullies have formed. remove the gully, and then plant a ground cover and water until it is established. Provide lime and a one-time fertilizer application. The inlet device: pipe, The pipe is clogged (if Unclog the pipe. Dispose of the stone verge or swale applicable), sediment off -site. The pipe is cracked or Replace the pipe. otherwise damaged (if applicable). Erosion is occurring in the Regrade the swale if necessary to swale (if applicable). smooth it over and provide erosion control devices such as reinforced turf matting or riprap to avoid future problems with erosion. Stone verge is clogged or Remove sediment and clogged covered in sediment (if stone and replace with clean stone. applicable). Form SW401-13ioretention O&M-Rev.3 Page I of 4 V, iN BMP element: Potentialproblems: How I will remediate theproblem: The pretreatment area Flow,is bypassing Regrade if necessary to route all pretreatment area and/or flow to the pretreatment area. gullies have formed. Restabilize the area after grading. Sediment has accumulated to Search for the source of the a depth greater than three sediment and remedy the problem if inches. possible. Remove the sediment and restabilize the pretreatment area. Erosion has occurred. Provide additional erosion protection such as reinforced turf matting or riprap if needed to prevent future erosion problems. Weeds are present. Remove the weeds, preferably by hand. The bioretention cell: Best professional practices Prune according to best professional vegetation show that pruning is needed practices. to maintain optimal plant health. Plants are dead, diseased or Determine the source of the dying. problem: soils, hydrology, disease, etc. Remedy the problem and replace plants. Provide a one-dme fertilizer application to establish the ground cover if a soil test indicates it is necessary. Tree stakes/wires are present Remove tree stake/wires (which six months after planting. can kill the tree if not removed). The bioretention cell: Mulch is breaking down or Spot mulch if there are only random soils and mulch has floated away. void areas. Replace whole mulch layer if necessary. Remove the remaining much and replace with triple shredded hard wood mulch at a maximum depth of three inches. Soils and/or mulch are Determine the extent of the clogging clogged with sediment. - remove and replace either just the top layers or the entire media as needed. Dispose of the spoil in an appropriate off -site location. Use triple shredded hard wood mulch at a maximum depth of three inches. Search for the source of the sediment and remedy the problem if ossible. An annual soil test shows that Dolomitic lime shall be applied as pl-1 has dropped or heavy recommended per the soil test and metals have accumulated in toxic soils shall be removed, the soil media. disposed of properly and replaced with new planting media. Form SNN1401-Bloretention O&M-Rev.3 Page 2 of 4 ..;� -,6. BMP element: Potentialproblems: Now I will remediate the roblem: The underdrain system Clogging has occurred. Wash out the underdrain system. Of applicable) The drop inlet Clogging has occurred. Clean out the drop inlet. Dispose of the sediment off -site. The drop inlet is damaged Repair or replace the drop inlet. The receiving water Erosion or other signs of Contact the NC Division of Water damage have occurred at the Quality 401 Oversight Unit at 919- ou tlet. 733-1786. f I,orm SW401-13ioreternion 0&,M-Rcv.3 Page 3 of 4 .(t-"L Permit Number: Oo he provided hip DIi'Q) I acknowledge and agree by my signature below that I am responsible for the performance of the maintenance procedures listed above. 1 agree to notify DWQ of any problems with the system or prior to any changes to the system or responsible party. Project name: SUAJ5ET PL4CO AP+4RTP4L-4 T5 -_ BA4P drainage area number- 3 Print Title Addr Phone: Signati Date: all141t2. e— R m#p.w►+¢s , L LL Note: The legally responsible party should not be a homeowners association unless more than 50% of the lots have been sold and a resident of the subdivision has been named the president. , a Notary Public for the State of County of 17�,... , do hereby certify that C Co �o,,` t personally appeared before me this J day of :J26l L , and acknowledge the due execution of the forgoing bioretention maintenance requirements. Witness my hand and official seal, ar Co "++ri���ttN SEAL My commission expires I o' �' _ f Dorm SW401-131oretention I&M-Rev. 2 Page 4 of FILED Rrlsta r', Lou• Ra941tr1 of beadss. Ranpoloh Ca.raC NC�Rea; ord�Es tale Er5T�3295, 00 2011092600D172920 DEED Sk:RE2252 Pg:1135 09128f2D1t 04:OB:29 vY, 113 v 1 NORTH CAROLINA GENERAL WARRANTY DEED li Ijcise Tax: s285.00 Parcel 87751530159 & 7751530266 Mail aher recording to : Blanco Tackabery, Attn: Amy C. Lanning, PO Drawer 2MM. Winston-Salem, NC 27114 This instrument was prepared by Amy C. Lanning Brief Description for the index 116, 118, 124 & 126 N. Cherry St, Asheboro, NC 27203 GRANTOR CLAYTON TERRY TUCKER, Unmarried 465 Lewallen Road Asheboro, NC 27205 GRANTEE SUNSET PLACE, LLC, a North Carolina Limited Liability Company PO BOX 345 Jamcstown, NC 27282 The designation Grantor 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. W ITNESSETH, that the Grantor, for a valuable Consideration paid by the Grantee, the receipt of which is hereby acknowledged, has and by these presents does grant, bargain, sell and convey unto the Grantee in fee simple, all that certain lot or parcel of land situated in the Randolph County, North Carolina and more panicularty described as follows: See Exhibit A attached hereto and made a part hereof. The property hereinabove described was acquired by Grantor by instrument recorded in Book 1376, Page 578 and Book 1350. Page 635, Randolph County Registry. TO HAVE AND TO HOLD the aforesaid lot or parcel of land and all privileges and appurtenances thereto belonging to the Grantee in fee simple. The property herein conveyed is not the primary residence of Grantor And the Grantor covenants with the Grantee, that Grantor is seized of the premises in fee simple, has the right to convey the same in fee simple, that title is marketable and free and clear of all encumbrances, and that Grantor will warrant and defend the title against the lawful claims of all persons whomsoever except for the exceptions set forth below: N C. Bar Assoc. Form No 3 C 1 B72 f 9TM 470074 W—d M Aananr.. r w H C tk• .. RE2252 1136 213 1. 2011 taxes and subsequent years. 2. Any easements and restrictions of record. 3. All applicable zoning rules and regulations. IN WITNESS WHEREOF, the Grantors have hereunto set their hands and seals, the day and year first above written. (SEAL) ClakoTr\"cker STATE OF NORTH CAROUNA COUNTY OF Imo, OV-)f--4 ts= h I, t-�v+e, V ✓ a oi'V)r. , a Notary Public of County and State of North Carolina, do herd6y certify that Clayton Terry Tucker, personally appeared before me this day and voluntarily acknowledged the due execution of the foregoing instrument for the purposes stated therein. WITNESS my hand and Notarial Seat or'�tiwoa j�the day of September, 2011. . �, . • •.. 66, :, ram/ My commission expires: 711�1�I� 7�nd. •.• O� • -P ; Nat P bliic :z= _ =,,n'• O �2�'•. Na of Notary Public (typed or printed) °S•83 A 3�y RE2252 1137 3f? ATTACHMENT A Description for Clayton Terry Tucker Asheboro Township, Randolph County, North Carolina 116-118 N. Cherry Street, Asheboro, NC 27203 BEGINNING at an existing iron rod in the eastern right of way of Cherry Street, said iron rod being located 195.00 feet North along the eastern right of way of said street from the back of the curb on the north side of Sunset Avenue, said beginning point being the southwest corner of Tract No. 1 as described in a deed recorded in Book 1117, Page 867, of the Randolph Registry; thence from the said beginning point along the eastern right of way of Cherry Street North 10 degrees 15 minutes 00 seconds East 77.00 feet to a new iron rod in the eastern right of way of Cherry Street; thence South 79 degrees 45 minutes 00 seconds East 88.92 feet to a new iron rod; thence South 09 degrees 37 minutes 27 seconds West 11.61 feet to an existing iron pipe; thence South 09 degrees 06 minutes 23 seconds West 60.25 feet to an existing iron pipe, Staley's northern line North 83 degrees 00 minutes 54 seconds West 90.39 feet to an existing iron rod, the point of Beginning, containing 0.153 acres, more or less, according to a survey by Henley Surveying and Mapping Company, Inc., entitled "Survey for Hoyt W. Robbins", dated September 8, 1992, Job No. S-2888. 124-126 N. Cherry Street, Asheboro, NC 27203 BEGINNING at an existing iron pipe in the eastern right of way tine of Cherry Street, located 155 feet South of the centerline of Hoover Street, also being Jack Beane's southwest corner as described in Book 1087, Page 347, Randolph County Registry; thence along Beane's southern line South 75 degrees 26 minutes 40 seconds East 88.50 feet to an existing iron pipe; thence South 09 degrees 19 minutes 37 seconds West 72.00 feet to an existing iron pipe; thence along Hoyt Robbins North 79 degrees 46 minutes 17 seconds West 89.41 feet to an existing iron pipe in the eastern right of way line of Chevy Street; thence along the right of way of Cherry Street North 10 degrees 15 minutes 00 seconds East 78.67 feet to the point of Beginning, containing 0.154 acres, according to a survey by Steven D. Brown, RLS, entitled "Survey for Clayton Terry Tucker", dated May 27, 1993, and designated as Job No. 93-067. Mail to: Grantee: Sales price Tax parcel (sec Description) R/S: $34,810.00 FILED Krsste h Lawe Reglsler ct Deeds. Ra,dolon Co NC Rcrordir? Fea: S22 00 MC Real slat* E, T- $70 00 20110928000172970 1 52 IWAE2252 Py: o9l2012011 04 �08-34 PM 112 Revenue Stamps $70 0Prepared by: L MrKay Whatley, Attorney at Lava, 19 South Fayeneville It, Asheboro, NC 27201 9414..1. a 'r4&x.4.n,- ._TODrIA.,r.e moos, y,nfio6..-SJ, , AIC , ajE toot NORTH CAROLINA GENERAL WARRANTY DEED THIS HEED is made this 27'h day of September, 2011, by and between the following Grantor and Grantee: GRANTOR: Schwarz Properties, LLC 1947 North Fayetteville St., Asheboro, NC 27204 GRANTEE: Sunset Place, LLC PO Box 395, Jamestown, NC 27282 The designations Grantor and Grantee as used herein shall include said parties, their heirs, successors, and assigns, and shall signify either singular, plural, masculine, feminine or neuter as required by context. WITNESSETH, that the Grantor, for a valuable consideration paid by the Grantee, the receipt of which is hereby acknowledged, has and by these presents does grant, bargain, sell and convey unto the Grantee in fee simple, all that certain lot or parcel of land situated in Asheboro Township, Randolph County, North Carolina, having the street address of 717 Hoover Street, Asheboro, NC and the Randolph County Tax Parcel lb# 7751531367, as more particularly described as follows: BEGINNING at a stake on the south side of Hoover Street, northwest corner of Lot 12, and running thence South 12 degrees 34 minutes West 64.06 feet to a u�I�l �1��������I��1N���1 lil I IHlll l Ill I Ill stake, southwest corner of Lot 12, and running thence North 77 degrees 25 minutes West 38 feel to a stake, southeast comer of Lot 10; thence North 12 degrees 34 Minutes East 64.06 feet to a stake on the south side of Hoover Street; thence South 77 degrees 26 minutc5 Bast 38 feet with the south side of lloover Street to the Beginning The same being Lot I l of the Acme Hosiery Milk Properties, Map I, as shown on plat recorded in Plat Book 2, Page 15, Randolph County Registry. For back reference see the deed recorded in Rook 1733, Page 009, Randolph County Registry. TO HAVE AND'r0 HOLD the aforesaid lot or parcel of land and all privileges and appurtenances thereto belonging to the Grantee in fee simple. And the Grantor covenants with the Grantee, that Grantor is seized of the premises in fee simple, has the right to convey the same in fee simple, that title is marketable and free and clear of all encumbrances, and that Grantor will warrant and defend the title against the lawful claims of all persons whomsoever. IN WITNESS WHEREOF, the Grantor has caused this deed to be signed in the name of the limited liability company by one of its member -managers on the day and year first above written. Schwarz Properties, LLC By: / (SEAL) Jeffrey arz, Men Manager State of North Carolina Randolph County I certify that the following person(s) personally appeared before me this day, each acknowledging to me that he or she voluntarily signed the foregoing instrument for the purpose stated therein and in the capacity indicated: Jeffrey /I. Schwarz, Member - Manager of Schwarz Properties, LLC. �vrt Da e: ysimenko Notary Public 101ficial Se ph Co, NC i My commission expires:��15 �j 9--� � - , - �' V Official SigPtuWof'Notary M y Notary Public Printed or Typed Name n. f ILLO Kri[ta n Low Raotst., of Doetls. R—dolch {a -NC Reco2,ny raw: 32T 00 NC Real Es tale , 1K-S104 00 20t10929000172990 DEED Bk:RE2252 P9:1154 0912917011 04.08:35 PP li? Mail to: Grantee UP Tax parcel 07751531075 1{CZ-e -tarM �n to-. )Arco iecleutoerCf a -..,fir xwy, 42 StE,- -79Z LA7 Prepared bv: L. McKay Whalley, 19 S. Fayetteville St., Asheboro, NC 27203 1-V- �v7pC/ NORTH CAROLINA GENERAL WARRANTY DEED THIS DEED is made this 25thday of September, 2011. by and between the following Grantor and Grantee: GRANTOR: Jeffrey H. Schwarz (Free Trader) PO Box 1104, Asheboro, NC 27204 GRANTEE: Sunset Place, LLC PO Box 395, Jamestown, NC 27282 The designations Grantor and Grantee as used herein shall include said parties, their heirs, successors, and assigns, and shall signify either singular; plural, masculine, feminine or neuter as required by context. WITNESSETH, that the Grantor, for a valuable consideration paid by the Grantee, the receipt of which is hereby acknowledged, has and by these presents does grant, bargain, sell and convey unto the Grantee in fee simple, all that certain lot or parcel of land situated in Asheboro Township, Randolph County, North Carolina, having the street address of 716 Sunset Avenue, which is more particularly described as follows: BEGINNING at the northwest oomer of the intersection of Morris Street with Sunset Avenue in the Town of Asheboro, North Carolina; and running thence northwards along the West side of Morris Street 200 feet to a stake, J.R. Hill's southeast corner on Morris Street; thence westward along Hill's line about 54.4 feet to a stake J. R. Hill's corner; thence southward along Hill's line 200 feet to a stake in the North side of Suneet Avenue; thence eastward along said avenue 55 feet to the BEGINNING, and comprising a]I of Lot No. 1. and the southeast one-fourth (1/4) of Lot No. 14 in Block "T' of the RE2257 >155 212 subdivision of the Fisher Property, wi shown by the map recorded in [look 167, Page 321, in the office of the Register of Deeds of Randolph County, North Carolina, For further reference see deed in Deed Book 1344, Page 1609 in the Register of Deeds Office of Randolph County. TO HAVE AND TO HOLD the aforesaid lot or parcel of land and all privileges and appurtenances thereto belonging to the Grantee in fee simple. And the Grantor covenants with the Grantee, that Grantor is served of the premises in fee simple, has the right to convey the same in fee simple, that title is marketable and free and clear of all encumbrances, and that Grantor will warrant and defend the title against the lawful claims of all persons whomsoever. IN WITNESS WHEREOF, the Grantor has hereunto set his hand and seal the day and year first above written. (SEA L) Jeffry . Schw ., Grantor ssssssarsssssssssssssss Randolph County North Carolina I certify that the following person(s) personally appeared before me this day, each acknowledging to me that he or she voluntarily signed the foregoing document for the d in the capacity indicated: Jeffrey H. Schwan, Grantor. t L �i+ WgANotaVPublic My commission expires: I - S. -44 FILED Kr ista A i__ Register of Deeds. RandoSoh Co,NC R.cor diny F:e7 320i00 NC Real Es 1�1e x 1.:$109.D0 20110920DOC173000 HEED Bk:RE2252 PZ:1159 09l26l 2011 04.0 :37 PA 114 �I�UIIV���uI�I�I�U��NAIllnVllllil NORTH CAROLINA GENERAL WARRANTY DEED Excise Tax'. $199.00 111��i Parcel 47751532307 B 7751531361 Mail aher recording 10 : Blanco Tacllabery, Attn: Amy C. Lanning, PO Drawer 25008, Winston-Salem, NC 27114 This instrument was prepared by Amy C. Lanning Brief Description for the index 1 127 Memorial Street & 713 Hoover Street HIS DEED made this jr_ day of September , 2011, by and between GRANTOR L & C Properties, L.L.C. Pe 8#* 1.109 f5.6Adinfir, 04 z' 27 2-73 GRANTEE SUNSET PLACE, LLC, a North Carolina Limited Liability Company PO BOX 395 Jamestown, NC 27282 The designation Grantor 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. WITNESSETH, that the Grantor, for a valuable consideration paid by the Grantee, the receipt of which is hereby acknowledged, has and by these presents does grant, bargain, sell and convey unto the Grantee in fee simple, all that certain lot or parcel of land situated in the Randolph County, North Carolina and more particularly described as follows: See Exhibit A attached hereto and made a part hereof. The property hereinabove described was acquired by Grantor by instrument recorded in Book 1829, Page 925 and Book 1757, Page 537, Randolph County Registry, TO HAVE AND TO HOLD the aforesaid lot or parcel of land and all privileges and appurtenances thereto belonging to the Grantee in fee simple. The property herein conveyed is not the primary residence of Grantor. The above described properties are subject to that certain Order Appointing Receiver filed at 11 CVS 16, Peter Placentino, the receiver appointed pursuant to such order, executes this deed for the sole purpose of approving the conveyance and does not join in any of the representations or warranties contained herein. N C, e.r a—, FO No. 3 C 1671 � NTM .76a1+ Pomp by A ,ee -I w - INC 6.r -,- 2I52 11bOIt�2141:1i�11111141111141�1� I'l And the Grantor covenants with the Grantee, that Grantor is seized of the premises in fee simple, has the right to convey the same in lee simple, that title is marketable and free and dear of all encumbrances, and that Grantor will warrant and defend the title against the lawful Claims of all persons whomsoever except for the exceptions set forth below: 2011 taxes and subsequent years. Any easements and restrictions of record. All applicable zoning rules and regulations. IN WITNESS WHEREOF, the Grantor has hereunto set its hand and seal, through its duly authorized member/manager the day and year first above written. L & C Properties, L.L.C. By: - (SEAL) Jeff . Sch z, MemberlManager STATE OF NORTH CAROLINA J COUNTY OF I� 'rOD-U li`�" I, U. ��n 1 , a Notary Public of 4#j%V IAtounty and State of North Carolina, do hereby certify thatJeffrey H. Schwarz, MemberlManager of L $ C Properties, L.L.C., personally appeared before me this day and voluntarily acknowledged the due execution of the foregoing instrument for the purposes stated therein on behalf of said company. ,� �+ �•,. and Notarial Seal or Stamp, this the day f Septe er, 2011. Notary Public `t,°C,. Name of Notary Public (typed r printed) ',.,.y ceutlT�, N C. o., A..-.FO nit.]C Ib11 eUA 4)06). Zk Peter Placentino, Receiver STATE OF COUNTY OFORIkI C�OL11yA II52151������llllllnlllll�l�ll�l lil 1, & PQ 1 t ! _ A V V*f)O Y f , a Notary Public of County and State of North Carolina, do hereby certh that Peter Placentino, personally appeared before me this day and voluntarily acknowledged the due execution of the foregoing instrument for the purposes stated therein, WITNESS my hand and Notarial Seal or Stamp, this the Lj I day of September. 2011. My commission expires'J5136 O/5 � 1Y.� �� 0ro^ Notary Public .«..»»»•• Name of Notary Public (typed or printed) now � ww�er . nooMrwuc • 3 67M:�S9130 11111,11114111 IIV 11111111 C1111 RE2252 11fi2 614 Exhibit A Tract 1: 127 Memorial Street, Asheboro, NC; Tax Parcel 10# 7751531361 BEGINNING at an iron stake oil the west side of Memorial Street (formerly Morris Street) in the Town of Asheboro, the northeast cornerof a lot now or formerly owned by the heirs of the late Dr. C.A. Hayworth; thence northward along the western right of way of Memorial Street to an iron stake in said right of way, a corner now or formerly of Alamance Insurance and Real Estate Company's lot; thence in a western direction 9911z feet to an iron stake_ a corner of Mrs. Jones lot (at one time owned by Coble Maness); thence in a southern direction 69'/. feet to an iron stake; thence in an eastern direction 99'h feet to she BEGINNING, containing 6,890 square feet, more or less. For back reference see the deed recorded in Book 1829, Page 925, Randolph County Registry, Tract 2: 713 Hoover Street, Asheboro, NC; Tax Parcel I D# 7751532307 Lot No. 12 of the Acme Hosiery Mills property, as shown by the map recorded in Plat Book 2, Page 15, in the office of the Register of Deeds of Randolph County, North Carolina, For back reference see the deed recorded in Book 1757, Page 537, Randolph County Registry FILED K,10& n Louu R:R•ndolvn Co,NC 91sler o1 Deeds, Rcoldingg F•• f<221'005122.00 NC R•a1 Eslale ' f� 2011092a000173020 DEED Sk:RE2252 P4j:1166 09,7612011 oe.00 39 Pn 1!2 M11jII11I%jiguiInMIIpillqIII ti NORTH CAROLINA GENERAL WARRANTY DEED File No. 04-E-62A-Ll' Excise Tax $122.00 Parcel Identifier 7751530363 Prepared, withoul title examination, by James L. Wilson, Attorney with Law Offices of lames L. Wilson 605 N. Asheboro Street, Liberty, N. C. 27299. An to James L. Wilson. 4�.m A.kie: g1. 0 Y�.,w�.rYr P.O. b.—, ]Joor w,..,4e•y.l.,�, Nt A1114. jV-1 I ,00 lot Brief description for the Index THIS DEED made this 28th day of September, 2011 by and between GRANTOR Jackie L. Whalley, Substitute Co -Trustee of The Jack and Elizabeth Beane Family Trust. created on June 2, 2004 632 Nassau Trail Asheboro, North Carolina 27205 GRANTEE Sunset Place, LLC Post Office Box 395 Jamestown, North Carolina 27282 The designation Grantor 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. WITNESSET11, that Grantor, for a valuable consideration paid by Grantee, the receipt of which is hereby acknowledged, has and by these presents does grant, bargain, sell and convey unto Grantee in fee simple all that certain lot or parcel of land situated in Asheboro Township, Randolph Count)-, North Carolina, and more panicularly described below. p Being in the city of Asheboro. North Carolina, beginning at an iron stake Clyde Wallace northwest corner and running thence a westward course 99 Y feet to an iron stake on the east side of Cherry Street, this stake being 69 1A feet southward from an iron stake at the corner of Cherry and Hoover streets; thence southward along Cherry Street to an iron slake 69 '/, feet; thence an eastward course 99 V7 feet to Clyde Wallace southwest corner; thence a northerly course 69 %. feet to the beginning comer, containing 6890 square feet, more or less, said parcel being shown as 1.00-Lot and identified as Parcel ID No. 7751530363 in the Randolph County Tax Collector's Office, and being more particularly described in deeds recorded at Book 1974, Page 1999 and Book 1087, Page 347, Randolph County Registry. See Certification of The ,lack and Elizabeth Beane Family Trust dated September 21, 2011, and duly recorded in the Randolph County Registry. This parcel is not the personal residence of Grantor. 11RINURU191l11111I I IIIIIIIIIICI RE2252 1167 212 TO HAVE AND TO HOLD unto Grantee- its successors and assigns in fee simple forever, the aforesaid lot or parcel of land and all of it's privileges and appurtenances, COVENANTS AND WARRANT) : Grantor covenants with Gruntee that Grantor is seized of the property in fee simple, that Grantor has the right to convey the same in fee simple; and that Grantor will warrant and defend the title against the lawful claims of all persons whomsoever. This conveyance is made subject to easements, rights of way, and restrictions of record and to the current year's ad valorem taxes. IN WITNESS WHEREOF, Grantor has hereunto set her hand and seal the day and year first above written. \�N%-0(Seal) Jacki . Whalley, Substitute Co stee of The Jac - and Elizabeth Beane Family Trust NORTH CAROLINA, RANDOI,PH COUNTY 1, r • `NeA , 5 . a Notary Public in and for said County and State, do certify that Jackie L. Whalley, Substitute Co -Trustee of The Jack and Elizabeth Beane family Trust, personally appeared before me this day and, first being duly sworn, acknowledged the execution of the foregoing deed. Witness my hand and official seal this 28th day of September, 2011. 14-, .W- I � �f �J N.P. My commission expires: 2 3 L20 ! Seal - Stamp J#—,+< F k*c�io ! %OTA Ry 3 =.'met• PU$:1c }t,= COLIN F'SLED Kr,st, M Lome R:011"r of Deeds, Fannolph Co,NC Rcortli nyy Gee. 325 o0 NC Roal Esla le E> T. 1105.00 9 20110928000173040 GEED t Bk:RE2252 P9: 09/7812011 04-CS-41 PIS 113 NORTH CAROLINA GENERAL WARRANTY DEED Excise Tax; $105.00 J Parcel#7751530369 Mail after recording to : Blanco Tackabery, Attn: Amy C. Lanhing, PO Drawer 25008, WinstonSelem, NC 27114 This inslrument was prepared by Amy C. Lanning Brief Description for the index 723 Hoover St., Asheboro made this GRANTOR THOMAS E. LAMB, unmarried 723 Hoover St. Asheboro, NC 27203 GRANTEE SUNSET PLACE, LLC, a North Carolina Limited Liability Company PO SOX 395 Jamestown, NC 27282 The designation Grantor 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. WITNESSETH, that the Grantor, for a valuable consideration paid by the Grantee, the receipt of which is hereby acknowledged, has and by these presents does grant, bargain, sell and convey unto the Grantee in fee simple, all that certain lot or parcel of land situated in the Randolph County, North Carolina and more particularly described as follows: See Exhibit A attached hereto and made a part hereof. The property hereinabove described was acquired by Grantor by instrument recorded in Book 1206, Page 1670. Randolph County Registry. TO HAVE AND TO HOLD the aforesaid lot or parcel of land and all privileges and appurtenances thereto belonging to the Grantee in fee simple. The property herein conveyed is the primary residence of Grantor. And the Grantor covenants with the Grantee, that Grantor is seized of the premises in fee simple, has the right to convey the same in fee simple, that title is marketable and free and clear of all encumbrances, and that Grantor will warrant and defend the title against the lawful claims of all persons whomsoever except for the exceptions set forth below: N C, Bar Assoc, Forrn No 30 1977 ? RTM470874 ftmen by.KBt Wtn Me N C. B!F /ue F� 27574�I1177 20��IIIIIII�IIIIIII� IIII 2611 taxes and subsequent years. Any easements and restrictions of record. All applicable zoning rules and regulations. IN WITNESS WHEREOF, the Grantors have hereunto set his hand and seal, the day and year first above written. (SEAL) Thomas E. Lamb STATE OF NO{R�TTH{CAROLINA COUNTY OF S0Ty—'t-PR f, �-- • woo , 5 , a Notary Public of RCLhAt � �'1 County and State of North Carolina, do hereby certify that Thomas E. Lamb, personally appeared befohis day and voluntarily acknowledged the due execution of the foregoing instrument for the purposes stated therein. WITNESS my hand and Notarial Seal or Stamp, this the 2i w' day of September, 2011. My commission expires: 112312011 Notary Public _KAi,Et ,� �--, W E LL_5 Name of Notary Public (typed or printed) 1 : ° O OJT+ a� 00 C Ll• G= °.00TML dOQ •Q�.aciw�ui-�i� co i� co _ cnm n.'a �`� pap M r].Z�Oa n9�LL� • Fa r L. e> uu ■al o�L�.r..,a• ro ■ s. la a6.p, T0��0. a�l4PO1ra'� i+ lM u� .6 M C °O tiO C4i0 PG 04+. G9 i p. O RRR111 $ 9 y u ° p.� O } -m�P • • M C - 4 i 4 C F FU F .� Y Ou G G 4 � FiX ..+�•+O 'O xl.t ��ykir i3�i'n +''i "ai a4 oa� �y'�pp'yy�.rgr.n�etl.'.:o�«Z iup 66. L C. C n M✓:+ L r � V AJ a/ O 7 • •FL pp •Cyy i ZSaa sUq, 4 y O.L FO O6 skimU?a�ia OY CO Q Y � � � ' � T • M FJJ > c 4pp c M a�a O ���•• P wY. e,T,U2w V �f+V U. MM H n V FILED Krista M 1.0+ Register of Deeds. Randolph Co:NC Recordingg Fee: K5 00 NC Aeel Es late Ea 7r:1 00 U 2011092n0oa173a6D DECO Sk:RE2252 Py :1177 09!$nl7otl 04.06:43 PM 113 aliU!IUI119011iiailolggaiiuiu11 NORTH CAROLINA SPECIAL WARRANTY DEED Excise Tax: No Taxable Consideration Parcel Identifier No.7751531015 Verified by County on the _ day of , 20_ JBy. T _ Mail/Box to: Amy C. Lanning, PO Drawer 25008, Winston-Salem, NC 27] 14-5008 This instrument was prepared by: Amy C. Lanning Brief description for the Index: 722 Sunset Avenue, Asheboro THIS DEED made this day of _� P w+� 201t, by and between Wynnefield Properties, Inc. PO Bolt 395 Jamestown, NC 27282 NTEF. Sunset Place, LLC PO Box 395 Jamestown, NC 27282 Enter in appropriate block for each Grantor and Grantee: name, mailing address, and, if appropriate, character of entity, e.g. corporation or partnership. The designation Grantor 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. W 1TNESSETH, that the Grantor, for a valuable consideration paid by the Grantee, the receipt ofwhich is hereby acknowledged, has and by these presents does grant, bargain, sell and convey unto the Grantee in fee simple, all that certain lot or parcel of land situated in the City of Asheboro. Randolph County, North Carolina and more particularly described as follows: SEE EXHIBIT A A-R'ACHED HERE'1'0 AND MADE. A PART HI?REOp. "I he property hereinabove described was acquired by Grantor by instrument recorded in Book 2214 page 928. None of the property herein conveyed inclodes are primary residence of a Grantor. NC Her AssMiation Form No 6 ® 111/2010 Printed h1 Arucement with the NC Bar ASStW aji m BI M,47024111 11}1I11001ill l I Illlll111 I lit RE2252 1179 70 TO IIAV 1' AND •10 HOLD the aforesaid lot or parcel of land and all privileges and appurtenances thereto belonging to the Grantee in fee simple. And the Gramor covena is with the Grantee, that Grantor has done nuthingto impair such title as Grantor received, and Grantor will warrant and defend the title against the lawful claims of all persons claiming by, under or through Grantor, other than the follrn+ing exceptions: 1N WITNESS WHFRF,OF, the Grantor has duly executed the foregoing as of the day and year first above written, 1 nncfield Properties, Inc. ©y; Print/TypeName State of I I n- - State of North Carolina County of << �_ t, the undersi ned Notary Public of the County of�1�1 and State aforesaid, certily that C C rat 7_,� ry _ personally appeared before me this day and acknowled a he due execution of the foregoing instrument for the purposes therein expres d. 'A'imess my � d and Notarial stamp or seal this 2� day of VAA'c 20 . C My Commission Expires: F—N° R,.,, SCCg1� _--_ ✓� Notary Public (Affix Seal) Ay Omwic'unb1Ic Notary's Printed or Typed NaMe NC Bar Auncialion Fonn Nn. 6 0 111/2010 Prinlyd by Agremnent with the NC Bar Association RTM 470741 v 1 1'?:1111311 A 111141111u ji III v1Il1IIIIVl1 RE2252 1179 313 DESCRIPTION OF PROPERTY BEGINNING at an existing iron pipe in the Northern right of way line of Sunset Avenue at a point 75 feet West of the centerline of Memorial Street, as measured along the right of way line of Sunset Avenue; running thence along Sunset Avenue North 79 degrees 1 I minutes West 56.37 feet to an existing iron rod; thence North 1 l degrees 37 minutes 40 seconds Bast 19899 feet to a point passing an existing iron pipe at 189.49 feet. thence South 79 degrees 55 minutes East 52,76 feet to an existing bolt, thence South 10 degrees 35 minutes West 199.65 feet passing an existing iron pipe at 9.50 feet to the BEGINNING, and being all of the property described by deed in Book 1187, Page 465, Randolph County Registry. The above description was taken from a survey by Surveying Services for Vernon Scott Garris and V"ilc, Carol M. Garris, dated December 12, 1990, NC Har AMOCialion rorm No. 6 © IlII20lf1 Punted by Agreement with the N(' Hn1 Assmial ion Ell ht470241r1 FILED Kr1s1a M Lour Rep,st-yyof D—ds, Randol ah Co, WC N[c.rdnsF.* S22TO0ybo 00 2011092900017a000 DEED Bk:RE2252 P9g:1193 0912912011 06:00 Ar, PM 112 dNll1l I�1111111nII1 4IIIINIIIfW J� _ MAIL'1'0: 6r-amrr�r+7 r5,�,a� 3 k r t�1n�� -��rn, ►vC T1I1S f,WIS NOT THE PRIMARY RESIDENCE: TO THE GRANTORS, PREPARED BY: IVEY & ECCLESTON, Attorneys at Law, I I l Worth Street, Asheboro, NC 27203 Revenue Stamps $64.00 NORTH CAROLINA ) WARRANTY DEED RANDOLPH COUNTY } THIS DEED, made this IL day of _ 2011, by and between MONTIE A. SALMONS and wife, DIANNE L. SALMONS a/k/a CELIA SALMONS, parties of the first part, whose address is 1203 Ben Lambeth Road, Asheboro, NC 27205, hereinafter referred to as "GRANTORS" and SUNSET PLACE, LLC, a North Carolina limited liability company, party of the second part, whose address is PO Box 395, Jamestown, NC 27282, hereinafter referred to as "GRANTEE" WITNESSETH, that the GRANTORS, in consideration of Ten Dollars ($10.00) and other good and valuable consideration, to them paid by GRANTEE, the receipt of which is hereby acknowledged, have bargained and sold, and by these presents do grant, bargain, sell and convey unto GRANTEE and its successors, all that certain tract of land, situate, lying and being in Asheboro Township, Randolph County, North Carolina, and more particularly described as follows: BEING ALL OF LOT NO. 10 of the Acme Hosiery Mills Subdivision, Map No. 1 as shown on a plat recorded in Plat Book 2, Page 15, in the Randolph County Registry, to which plat reference is trade for more certainty of description. For back reference see deed recorded in Book 1623, Page 305, Randolph County Registry. This deed is prepared from information supplied by the parties hereto, and no title examination was requested of or performed by Ivey & Eggleston, Attorneys at Law, TO HAVE AND TO HOLD the aforesaid tract of land and all privileges and appurtenances thereto belonging to the GRANTEE, its successors and assigns, to its only use and behoof forever. And the GRANTORS, for themselves, their heirs. executors and administrators, covenant with the GRANTEE, its successors and assigns, that they are seized of said premises in fee, and have the right to convey the same in fee simple, that the same are free and clear from all encumbrances, and that they will warrant and defend the said title to the same against the lawful claims of all persons whomsoever. UPEII�7524�1113AI�217���I�I�II�III�111�IIli�� IN 'TESTIMONY WHEREOF, the said GRANTORS by these presents have hereunto set their hands and seals, the day and year first above written. 4r�i7.li/ y7 Sf AL) M TIE A. .MONS NORTH CAROLINA �.� lr'1, COUNTY 1 d4a�-, 44, /W- (SEAL) DIANNE L. SA _MON. I, 5. S,.-r (7,I111`-1 a Notary Public for �...J.1,it County, North Carofina, do heir ty cenifTt-h-al-VUNTIE A. SALMONS and wife, DIIAANNE L. SALMONS a/kla CELIA SALMONS personally appeared before me this day and acknowledged the due execution of the foregoing deed. WITNESS my hand and notarial seal, this Ao day of 2011, 0Public My Commission Expires: 1?`i S. SCOTT EGGLESTON Notary Pubtic Randolph County, NC FILED Krtsta M Lo-+ Regislr, of Deeds. Randolph Co,NC RC,o,dln Fee. SS22 00 NC Real Estate Ex 7.:6126.00 1� 201109200MI73100 DEED Bk:RE2252 P9:1188 0912812011 04 Da 47 PM t12 II�IJ���I�I����IJ�I�'�I I I�NUBIIII9 JMAIL TO: it1 at, �.t�'��4 CAD �%�..,oraSQQ><� W+tis�-5s+lrKlelL�37irL� THIS 1S NOT THE PRIMARY RESIDENCE TO ']'HE GRANTOR. PREPARED BY: IVEY & EGGLE.STON, Attorneys at Law, I I I Worth Street, Asheboro, NC 27203 Revenue Stamps $126.00 NORTH CAROLINA 1 WARRANTY DEED RANDOLPH COUNTY ) THIS DEED, made this L6 day of Scflr.-err 2011, by and between RUI'H AN'.N STAPLES f/k/a RUCH ANN PARHAM and husband, DAVID H. STAPLES, parties of the first part, whose address is 714 Breeze Hill Road, Asheboro, NC 27203, hereinafter referred to as "GRANTORS" and SUNSET PLACE, LLC, a North Carolina limited liability company, party of the second pan, whose address is PO Box 395, Jamestown, NC 27282, hereinafter referred to as "GRANTEE"; WITNESSETH, that the GRANTORS, in consideration of Ten Dollars ($10.00) and other good and valuable consideration, to them paid by GRANTEE, the receipt of which is hereby acknowledged, have bargained and sold, and by these presents do grant, bargain, sell and convey unto GRANTEE and its successors, all that certain tract of land, situate, lying and being in Asheboro Township, Randolph County, North Carolina, and more particularly described as follows: BEGINNING at an existing iron pipe in the Western right of way line of Memorial Street, the Northeast corner of Jeff Schwarz as described in Book 1344, Page 1608, Randolph County Registry; thence from said beginning point along Schwarz in part and Garrison in pan, North 76 degrees 42 minutes 44 seconds West 108.52 feet to a new iron rod; thence along Tucker, North 12 degrees 28 minutes 07 seconds East 50.00 feet to an existing iron pipe; thence along Pell, South 76 degrees 27 minutes 20 seconds East 110.13 feet to an existing iron pipe in the Western right of way line of Memorial Street; thence a long said right of way, South 14 degrees 19 minutes 04 seconds West 49.51 feet to the Beginning, containing 0.125 acres. The description is in accord with a survey entitled "Survey for Ruth Ann Parham," dated September 7, 2000, and prepared by Surveying Services, Asheboro, North Carolina. For back reference see deed recorded in Book 1677, Page I [ 22, Randolph County Registry. This deed is prepared from information supplied by the parties hereto, and no title examination was requested of or performed by Ivey & Eggleston, Attorneys at Law. TO HAVE AND TO HOLD the aforesaid tract of land and all privileges and appurtenances thereto belonging to the GRANTEE, its successors and assigns, to its only use and behoof forever. RE2252 IIB9 2/2 And the GRANTORS, for themselves, their heirs, executors and administrators, covenant with the GRANTEE, its successors and assigns, that they are seized of said premises in fee, and have the right to convey the same in fee simple; that the same are free and clear from all encumbrances, and that they will warrant and defend the said title to the same against the lawful claims of all persons whomsoever. IN TESTIMONY WHEREOF, the said GRANTORS by these presents have hereunto set their hands and seals, the day and year first above written. 1G� �f (SEAL) DA 1 A S NORTH CAROLINA �j a( COUNTY 1, 5 • S . •l U 1 r ,i• n , a Notary Public for R.4- ( L' County, onhCarolina, do ftereby certify that RUTH ANN STAKES. former yRUTH A N PARHAM, and husband, DAVID H, STAPLES personally appeared before me this day and acknowledged the due execution of the foregoing deed. WITNESS my hand and notarial seal, this ZG day of 2011. Nottrry Public My Commission Expires: jl/Z' _[ S. 5C0 TON mowy Public RarxWPh County. NC FILED K11IDt. n LOB+. ReP"[.' or Deed- Randolph Cp,NC R.c 'Cl p Foe: ff22 DO NC Real istal. Ex Tx 5117 00 20170929400173110 DEED Bk.R1:2252 P9:Ilse 09129120/1 04.DR:49 P17 112 n�UIU�iI�Vnl�pllimiu�IipIii11iil11 NORTH CAROLINA GENERAL WARRANTY DEED Excise Tax: $117.00 Parcel#7751530046 Mail after recording to : Blanco Tackabery, Attn: Amy C. Lannirrg, PO Drawer 25008, Winston-Salem, NC 27114 This instrument was prepared by Amy C. Lanning Brief Description for the index 72— Sunset Ave., Asheboro, NC 27203 THIS DEED made this 01 ' day of September . 2011 GRANTOR PHYLLIS STALEY ROBBINS, and husband, WALON C. ROBBINS, JR. 225 S. High Street Asheboro, NC 27203 GRANTEE SUNSET PLACE, LLC, a North Carolina Limited Liability Company PO BOX 395 Jamestown, NC 27292 I ne oesignatlon tirantor ana Graniee as usea herein shall InGIUae said parties, tnelr heirs, successors, ana assigns, and shall include singular, plural, masculine, feminine or neuter as required by context. WITNESSETH, that the Grantor, for a valuable consideration paid by the Grantee, the receipt of which is hereby acknowledged, has and by these presents does grant, bargain, sell and convey unto the Grantee in fee simple, all that certain lot or parcel of land situated in the Randolph County, North Carolina and more particularly described as follows: BEGINNING at an iron stake, corner of Sunset Avenue and Cherry Street, running thence N. 7.4 E. along Cherry Street 200 feet to a corner with the Alamance Insurance and Real Estate Company; thence N. 83 15 E. parallel with Sunset Avenue 90 feet to a corner; thence S. 7.4 W. 200 feet to ■ corner on Sunset Avenue; thence along Sunset Avenue 90 feet to the Beginning. This being lot on the southwest corner of E.H. Morris Place known as she Fisher Place. The property hereinabove described was acquired by Grantor by Estate File 95E452, TO HAVE AND TO HOLD the aforesaid lot or parcel of land and all privileges and appurtenances thereto belonging to the Grantee in fee simple. The property herein conveyed is not the primary residence of Grantor And the Grantor covenants with the Grantee, that Grantor is seized of the premises in fee simple, has the right to convey the same in fee simple, that title is marketable and free and clear of all encumbrances, and that N.C.9.r Asaoc. Form No. 30 1977 eTM 470874 Annah-we + WNC-6.rA.- II��II,II�������1��1F��lil IIII Illilfl� Ilf�l AE2252 1191 212 Grantor will warrant and defend the title against the lawful claims of all persons whomsoever except for the exceptions set forth below: 2011 taxes and subsequent years. Any easements and restrictions of record. All applicable zoning rules and regulations. IN WITNESS WHEREOF, the Grantors have hereunto set their hands and seals, the day and year first above written. y �Cu��SEAQ Phyll taley Robbin w� a _{SEAL) Walon C. Robbins, Jr. jV STATE OF NORTH CAROLINA COUNTY OF Randolph 1, Melissa L. Byrd —a Notary Public of Randolph County and State of North Carolina, do hereby certify that Phytlls Staley Robbins and husband, Walon C. Robbins, Jr., personally appeared before me this day and voluntarily acknowledged the due execution of the foregoing instrument for the purposes stated therein. WITNESS my hand and Notarial Seal or Stamp, this the 27 th day of September, 201 t. My commission expires: 1112Y 14 o a Public Melissa L. Byrd _ Name of Notary Public (typed or printed) FILFp K,rsla M LDue R.9lsler al Dnedt, Randutvh C0�NC Rccardfngg Fee: 572.09 NG Real ESUI• a Ta377 OC 201t0979ce,0173130 DEED Bk:RE2252 P9:1195 99r2017911 9a;pn:sc PM IO2 411111111111111111111p11116141 NORTH C:AROLINA GENERAL WARRANTY DEED Excise Tax: $72.00 Parcel Identifier No.7751531265 Verified by County on the _ day of , 20 By� _ �} _7 -- -- MaiLfBnx to: ktr�!_g�ArS2fUj Ol� �� W t llS�rl � ►+, �� ]IL This instrument was prepared by: Richard L. Cox, Gavin & Cox, Attorneys 113 Worth Street, Asheboro, NC 27203 Brief description for the Index: THIS DEED made this 13i° day of September, 2011, by and between GRANTOR T. Reid Pell and wife, Janice Y. Pell John W. Pell and wife, Hilda B. Pell 2422 Spoons Chapel Road Asheboro, NC 27205 GRANTEE Sunset Place, LLC 1110 Box 395 Jamestown, NC 27282 Enter in appropriate block for each Grantor and Grantee: name, mailing address, and, if appropriate. character of entity, e,g. corporation or partnership. The designation Grantor 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. WITNFSSETH, that the Gramor, for a valuable consideration paid by the Grantee, the receipt of which is hereby acknowledged, has and by these presents does grant, bargain, sell and convey unto the Grantee in fee simple, all that certain lot or parcel of land situated in the City of Asheboro, Asheboro Township, Randolph County, North Carolina and more particularly described as follows: BEGINNING at an existing iron pipe, the northeast comer of Tract No. 2 as described by deed recorded in Book 1343, Page 1036 in the Officeof the Register of Deeds for Randolph County; thence South 759 29' 39" East 110.38 feet to an existing Iron rod In the western right of way of Memorial Street; thence along the western right of way of Memorial Street South 090 41' 21" West 75.10 feet to a new Iron pipe; thence North 790 51' 26" West 109.90 feet to an existing Iron pipe In the eastern boundary of Tract No. 1 as described by deed recorded In Book 1343, Page 1036, Randolph County Registry; thence North 090 37' 27" East 11.61 feet to a new Iron rod, the southeast comer of Tract No. 2 described by deed in Book 1343, Page 1036, Randolph County Registry; thence North 090 37' 28" East 71.89 feet to an existing iron pipe, the point and place of BEGINNING, containing 0.2 acres, more or less, according to a survey by Henley Surveying and Mapping Company, Inc. entitled -Survey for Hoyt W. Robbins", dated September 8, 1992, lob No. 5-2888. Gavin A Cox, attorneys have neither examined nor cet lfy Uffe to the above -described property. NC gar Asswimion Form No. 3 © 1976. Revised 0 1/112010 Printed by Apcemtnt with the NC Bw Assmiation y r It's 'YAU The property hereinabove described was acquired by Grantor by instrument recorded in Book F-W, Page f54- PLEASE INITIAL: All or a portion of the property herein conveyed — includes or y does not include the primarj residence of a Grantor. A map stowing the above described property is recorded in Plat Book , Page TO HAVE AND TO HOLD the aforesaid lot or parcel of land and all privileges and appurtenances thereto belonging to the Grantee in fee simple, And the Grantor covenants with the Grantee, that Grantor is seized of the premises in fee simple, has the right to convey the same in fee simple, that fnle is marketable and free and clear of all encumbrances, and that Grantor will warrant and defend the title again;[ the lawful claims of all persons whomsoever, other than the following exceptions: io 1 ra929000 t7301YPIF uR 1111ni r11u 1114 RE2252 1196 212 rN W 1TNFSS WHEREOF, the Grantor has duly executed the foregoing as of the day and year firs) above written. w SEAL (Entity Name) Name: T. Reid Pell By-. ex ALL, S Print/fype Name & Title: Name: nice Y. Pell By: w • SEAL. Print/Type Name & Title: e: John W. Pell By: -QL1", / �t. ! c1 1 (SEALI Print(Type Name & Title: Name: Fulda B. Pell State of North Carolina- County or City of Randolph 1, the undersigned Notary Public of the County or City of Randolph and State aforesaid, certify that T. Reid Pell and Janice Y. Pell personally appeared before me this day and acknowledged The ¢ue executio_0 of the foregoing instrument for the purposes therein expressed. Witness my hand and Notarial stamp or sea] this � day of 2011, My Co{rTtt)tan qqtttt� :-�-�J� r Notary Public (Affix �eai'11L�B�j Notary's Printed or Typed Name State of North Carolina- County or City of Randolph 1, the undersigned Notary Public of the County or City of Randolph and State aforesaid, certify that John W. Pell and Hilda B. Pell personally appeared before me this day and acknowledged the due executipn ofi the foregoing instrument for the purposes therein expressed. Witness my hand and Notarial stamp or seal IhisZ'2!± day of dtfl ff,rr _/ , 2011. Ion- ]AJl �_ 1 My Co Lr-�^�y�r'rl4-624Notary Public (Afr LE Notary's Printed or Typed Name 0T A 'Qa � PUBU0 NC Bar Asswi 6m Form No 3 ® 1976. Revised C1 E!1l1010 Printed by Agrccmrnl wish eh -NC BW Assorwlion t. OPERATING AGREEMENT OF SUNSET PLACE, LLC This is the Operating Agreement of Sunset Place, LLC, a North Carolina limited liability company (the "Company"). The Member and Manager of the Company are listed on the attached Exhibit C which shall be amended as necessary to maintain its accuracy. Effective 2011, the Member and Manager agree that the Company will be organized and operated in accordance with the terms of this Agreement. ARTICLE I ORGANIZATION 1.01 Terms. Capitalized terms used in this Agreement have the meanings given to them in the attached Exhibit A. 1.02 Name. The name of the Company is Sunset Place, LLC. 1.03 Office and Principal Place of Business. Theoffice and principal place of business of the Company shall be located at such place or places as the Manager may designate. 1.04 Registered Office and Registered Ate. The registered office and registered agent of the Company shall be such office and agent as the Manager may designate. 1.05 Formation and Term. The Company was formed on upon the filing of the Articles of Organization with the North Carolina Department of the Secretary of State pursuant to the Act and shall continue in perpetuity, unless the Company is dissolved and its affairs wound up in accordance with the provisions of this Agreement or the Act. 1.06 Purpose and Powers. The purpose and powers of the Company are as follows: (a) Pu�pr ose. The purpose and business of the Company shall be to enter into any lawful transaction or engage in any lawful activity for which limited liability companies may be organized under the Act, except as may be limited or restrictcd by the Company's Articles of Organization. (b) Powers. The Company shall have any and all powers which are necessary or desirable to carry out the purpose and business of the Company, to the extent that such powers may be legally exercised by limited liability companies under the Act. BTK398614v1 ARTICLE II MANAGEMENT AND LIABILITY 2.01 Designation and kelnoyal of Managers. There shall be only one Manger of the Company unless this Agreement is amended to provide for more than one Manager and to provide for the voting and management rights of each Manager. The initial Manager is listed on the attached Exhibit C. The Manager shall hold office until its death, resignation or removal. The Members shall have the power to designate, replace or remove a Manager by the affirmative vote of the Members holding a Majority Interest. The designation of a Manager which is not a Member is not effective until the Managcr executes an agreement to be bound by the provisions of this Agreement. 2.02 Grant of Power and Authority. The business and affairs of the Company shall be managed by its Manager. The Manager shall have full and complete authority, power and discretion to manage and control the business, affairs and properties of the Company, to make all decisions regarding those matters, to execute and deliver, for and on behalf of the Company, any and all documents and instruments which may be necessary or desirable to carry on the business of the Company and to perform any and all other acts or activities customary or incident to the management of the Company's affairs, except the following which will require the prior consent of the Members holding a Majority Interest. ( .. (a) Disallowed Actions. Taking any action in contravention of this Agreement; (b) CompanyProperty. Possessing Company property or assigning rights in Company property for other than a Company purpose; (c) Ordinary Business. `raking any action which would make it impossible to carry on the ordinary business of the Company; (d) Amendments. Amending this Agreement or the Articles of Organization; (e) Dispose of' Assets. Selling, transferring or otherwise disposing of all or substantially all of the assets of the Company; (f) Encumber Assets. Encumbering all or substantially all of the assets of the Company; (g) Confess a Judgment. Confessing a judgment against the Company; (h) Bankruptcy. filing or consenting to the filing of a petition for or against the Company under any federal or state bankruptcy, insolvency or reorganization act; BTM:398614v! (i) Non-Prorata Distribution. Making it non-prorata distribution or return of capital to any Member, except as otherwise provided in this Agreement; (j) Subject Member to Liability. Taking any action that would subject any Member to liability or to take any action which would cause the Company to be treated as other than a limited liability company for federal income tax purposes or under the laws of any applicable jurisdiction; and (k) Reorganize Com an . Changing or reorganizing the Company into any other legal form. 2.03 Action by Manat!er. The Manager, by written resolution, may delegate responsibility for the day-to-day management of the Company to Persons retained by the Manager who shall have and exercise on behalf of the Company all powers and rights necessary or convenient to carry out such management responsibilities. 2.04 Duties and Obligations. A Manager shall devote such time to the business and affairs of the Company as is necessary to carry out the Company's business and shall discharge its duties as required under the Act. 2.05 Other Activities. A Manager may engage independently or with others in other business ventures or investments of any kind, whether or not such venture or f investment is in competition with the Company, including, without limitation, file ownership, operation, management and development of real estate. Neither the Company nor any Member shall have any rights in and to such independent ventures or the income or profits derived from the ventures. In addition, each Member acknowledges and consents, and waives any and all objections to such activities by a Manager. 2.O6 Indemnification. The Company shall indemnify 'a Manager to the fullest extent permitted or required by the Act, as amended from time to time, and the Company may advance expenses incurred by a Manager upon the approval of the Members holding a Majority Interest and the receipt by the Company of an undertaking by the Manager to reimburse the Company unless it is ultimately determined that the Manager is entitled to be indemnified by die Company against such expenses. The Company may also indemnify its employees and other representatives or agents up to the fullest extent permitted under the Act or other applicable law, provided that the indemnification in each such situation is first approved by the Members holding a Majority Interest. 2.07 Limitation on Liability. No Manager of the Company shall be liable to the Company for monetary damages for an act or omission in such Person's capacity as a Manager, except as provided in the Act for (i) acts or omissions which a Manager knew at the time of the acts or omissions were clearly in conflict with the interests of die Company; (ii) any transaction from which a Manager derived an improper personal benefit; or (iii) acts or omissions occurring prior to the date this provision becomes effective. If the Act is amended to authorize Further elimination of or limitations on the Fl liability of Managers, then the liability of the Managers shall be eliminated or limited to 19•rM:398614 v 1 the fullest extent permitted by the Act as so amended. Any repeal or modification of this _ Section shall not adversely affect the right or protection of a Manager existing at the tirne of such repeal or modification. The provisions of this Section shall apply also to any Person to whom the Members have delegated management authority, whether or not such Person is a Manager or Member. 2.08 Compensation and Expenses of Managers. The salary and other compensation of a Manager shall be fixed from time to tirne by an affirmative vote of Members holding at least a Majority Interest. No Manager shall be prevented from receiving a salary by reason of the tact that it is also a Member of the Company. The Company shall pay all costs and expenses arising from or relating to the organization of the Company and the commencement and continuation of its business, including reimbursement of a Manager for out-of-pocket and overhead expenses in providing services to the Company. No payment of compensation or expense under this paragraph is intended to affect the Ownership Percentage of a Manager who is also a Member or the amounts that may be payable to a Manager by reason of its respective Ownership Percentage. The amounts paid as compensation under this paragraph shall constitute guaranteed payments under §707(c) of the Code. 2.09 Dealings With -Affiliates. The Manager is specifically authorized to employ, contract and deal with, from time to time, any Member or Affiliate of any Member or Manager, provided the other Members or Managers consent, and in connection therewith to pay such Person fees, prices or other compensation provided that such employment, contracts, and dealings are commercially reasonable and necessary or appropriate for Company purposes and the fees, prices or other compensation paid by the Company are, in the judgment of the Managers, reasonable and typical or competitive with the fees, prices or other compensation customarily paid for similar property or services in the same general area. 2.10 Inspection of Books and Records. Any Manager shall have the right to examine all books and records of the Company for a purpose reasonably related to such Manager's position as a Manager. ARTICLE III MEMBERSHIP 3.01 No Right to Manage. The Members in their capacities as Members shall not take part in the management or control of the business, nor transact any business for the Company, nor shall they have power to sign for or to bind the Company. 3.02 Action by Members, Any action to be taken by the Members under- the Act or this Agreement may be taken (i) at a meeting of Members held on such terms, and after such notice as the .Manager may establish; provided, however, that notice of a meeting of Members must be given to all Members entitled to vote at the meeting at least live (5) days before the date of the meeting unless waived by the Members; or (ii) by f written action of the Members holding a Majority Interest; provided, however, that any 13TM:398614 t• 1 action requiring the consent of all Members under this Agreement of- the Act must be signed by all Members if taken by written action. No notice need be given of action proposed to be taken by wi-itten action, or an approval given by written action, unless specifically required by this Agreement or the Act. Such written actions will be effective when the Members required to approve such action have signed the consent, unless the, consent specifies a different effective date, and they must be kept with the records of the Company. 3.03 Iv hts of an Economic Interest Owner. An Economic Interest Owner shall not be cntitled to any of the rights, powers, or privileges of a Member, except that such Economic Interest Owner shall be entitled to receive the distributions and allocations to which a Member would be entitled pursuant to Articles V, VI and X, and the Capital Account which is associated with the Economic Interest will be maintained pursuant to Article 1V. The Economic Interest Owner will remain liable for all obligations of any Member whose Economic Interest was acquired. The restrictions of) Transfer in this Article and the provisions in Article VII for rights of first refusal and in Article V111 for options to purchase will also apply to any Economic Interest and Economic Interest Owner as if tile, Economic Interest Owner were a Member who is a Transferor. 3.04 Withdrawal. Without the prior written consent of all of the other Members, no Member will voluntarily withdraw or take any other voluntary action which i directly causes a Withdrawal Event, Any Member withdrawing in contravention of this Agreement shall indemnify, defend and hold harmless the Company and all other Members from and against any losses, expenses, judgments, fines, settlements or damages suffered or incurred by the Company or any such other Member arising out of or resulting from such withdrawal. Damages for breach of this Section shall be monetary damages only (and no specific performance), and such damages may be offset against distributions by the Company to which the withdrawing Member would otherwise be entitled, Upon the occurrence of a Withdrawal Event, unless such Member is (lie sole Member of the Company, the withdrawing Member or its successor becomes an Economic Interest Owner only. �1 3.05 Restrictions on Transfers. Neither a Member nor an Economic Interest Owner shall at any time Transfer all or any part of its Membership Interest except ill accordance with the conditions and limitations set out in this Agreement or as agreed by the Members and the Company; provided, however, that these prohibitions on Transfer shall not apply to 'Transfers of Membership Interests either to the Company or to a Member. 3.06 Rights of Transferee. Unless and until admitted as a Member of the Company in accordance with this Agreement, the Transferee of a Member's Membership Interest shall bean Economic Interest Owner only. BTM:3986) 4v l 3.07 Admission of Economic Interest Owners as Members. An Economic Interest Owner may be admitted as a Member of the Company upon furnishing to the Company all of the following: (a) The written consent of the Members holding a Majority Interest; (b) The acceptance, adoption and approval in writing and in a form satisfactory to the Members of all the terms and conditions of this Agreement; and (c) Payment of such reasonable expenses as the Company may incur in connection with the Economic Interest Owner's admission as a Member. 3.08 Admission of New Members. Upon the approval of the Members holding a Majority Interest, a Person may become a Member of the Company by executing an agreement setting forth the acceptance of membership under the conditions of this Agreement and the terms of the Capital Contribution, and by the issuance by the Company of Membership Interests for such consideration as approved by the Members. 3.09 Allocation to Additional Members. No Member admitted after the date of this Agreement or Economic Interest Owner shall be entitled to any retroactive allocation of losses, income or expense deductions incurred by the Company. The Members may, at their option, at the time an additional Member is admitted, close the Company books (as though the Company's tax year had ended) or make prorata allocations of loss, income and expense deductions to the new Member for that portion of the Company's tax year in which the new Member was admitted in accordance with the provisions of 706(d) of the Code and the Treasury Regulations promulgated thereunder. 3.10 Representations and Warranties. Each Member, and in the case of an Entity, the individual(s) executing this Agreement on behalf of the Entity, hereby represents and warrants to the Company, and each other Member that: (a) if that Member is an Entity, that it is duly organized, validly existing, and in good standing under the law of its state or country of organization and that it has full organizational power to execute and agree to the Agreement and to perform its obligations hereunder; (b) (fiat the Member is acquiring its interest in the Company for the Member's own account as an investment and without an intent to distribute the interest; (c) the Member acknowledges that the interest has not been registered under the Securities Act. of 1933 or any state securities laws, and may not be resold or transferred by the Member without appropriate registration or the availability of an exemption from such requirements. 3.11 Other Activities of Members. Any Member may engage independently or with others in other business ventures or investments of any kind, whether or not such venture or investment is in competition with the Company, including, without limitation, the ownership, operation, management and development of real estate. Neither the Company nor any other Member shall have any rights in and to such independent ventures or the income or profits derived therefrom. In addition, each Member lrrM:398614 v 1 acknowledges and consents to such activities by any other Member and waives any and all objections thereto. 3.12 Member Conflicts of Interest. (a) A Member shall be entitled to enter into transactions which may be considered to be competitive with, or a business opportunity that may be beneficial to, the Company, it being expressly understood that certain of the Members may enter into transactions that are similar to the transactions into which the Company may enter. Notwithstanding the foregoing, Members shall account to the Company and hold as Trustee for the Company, any property, profit or benefit derived by the Member, without the consent of the other Members, in the conduct and winding up of the Company business or from a use or appropriation by the Member of Company property, including information developed exclusively for the Company and opportunities expressly offered to the Company. (b) A Member's conduct shall not violate a duty or obligation to the Company solely on the grounds that such conduct furthers the Member's own interest. A Member may lend money to and transact other business with the Company. The rights and obligations of a Member who lends money to or transacts business with the Company are the same as those of a Person who is not a Member, subject to other applicable law. No transaction with the Company shall be voidable solely because the Member has a direct or indirect interest in the transaction if either the transaction is fair to the Company or the material facts of the transaction and the Member's interest are disclosed to all disinterested Members, and the disinterested Members authorize, approve or ratify the transaction. 3.13 Indemnification, To the fullest extent required and permitted tinder the Act, the Company shall indemnify the Members and make advances to them for expenses with respect to the matters for which indemnification is permitted thereunder. ARTICLE IV CAPITAL CON 'I•1t1BUTIONS AND ACCOUNTS 4,01 Initial Capital Contributions, The Members, upon the execution of this Agreement, shall contribute as their initial Capital Contributions to the Company, all of their right, title and interest in and to the properly described in the attached Exhibit D. 4.02 Maintenance of Capital Accounts. Separate Capital Accounts shall be maintained for each Member in accordance with the Regulations as described in Exhibit B. -- 4.03 Interest on and Return of Capital. No Owner shall be entitled to any '�- interest on such Owner's Capital Account or on such Owner's Capital Contributions to BTM:3986l4vl the Company. No Owner shall have the right to demand or to receive the return of all or any part of such Owner's Capital Contributions to the Company or such Owner's Capital Account except as otherwise provided in this Agreement. 4.04 Additional Funds. In the event that the Manager determines at any time (or from time to time) that additional fiends are required by the Company for or in respect of its business or to pay any of its obligations, expenses, costs, liabilities or expenditures (including, without limitation, any operating deficits), then the Manager, in its sole discretion, may either (i) borrow all or pant of such additional funds on behalf of the Company, with interest payable at then -prevailing rates, from one or more of the Members or from commercial batiks, savings and loan associations or other commercial lending institutions or (ii) call for additional Capital Contributions in accordance with Section 4.05. 4.05 Additional Capital Contributions. No Member shall be obligated or required to make any additional Capital Contributions to the Company. The Members may make additional Capital Contributions to the Company if all the Members make such additional Capital Contributions on a pro-rata basis or consent in writing to any non- prorata contribution. If such contributions are made by a Member other than on a pro-rata basis, the amount of such contribution in excess of the Member's Ownership Percentage shall be deemed to be a loan to the Company, payable upon demand and bearing interest at the rate of eight percent (8.01/o) per annum, unless otherwise agreed by die Members. A Member's share shall be payable in cash or by certified check. AW11CLC V ' ALLOCATIONS Subject to the requirements of the Regulations as provided in Exhibit 13, the Net Profits, Net Losses, and distributive shares of tax items shall be allocated to the Owners on a pro-rata basis in accordance with their respective Ownership Percentages during the period over which such Net Profits, Net Losses and tax items were accrued. ARTICLE Vl DISTRIBUTIONS 6.01 Interim and Liquidating, Distributions. Distributions of Net Cash Flow or distributions in kind to Owner, whether in liquidation or otherwise, shall be made in the following order and priority; provided, however, that no distribution shall be made to Owners if prohibited by N.C. Gen. Stat. § 57C-4-06: (a) First, in proportion to the Owners' respective positive Capital Account balances; and (b) The balance, if any, in proportion to the Owners' respective Ownership Percentages. r— BTM:398G W I 6.02 Adiustment to Fair Market Value. Prior to any distribution in kind, the - difference between such established value and book value of the property to be distributed shall be credited or charged, as is appropriate, to the Owners' Capital Accounts in proportion to their Ownership Percentages. Upon the distribution of such property, such agreed -upon value shall be charged to the Capital Accounts of the Owncrs receiving such distribution, ARTICLE VII RIGHT OF FIRST REFUSAL 7.01 Receipt of Bona Fide Offer. If any Member shall receive a Bona Fide Offer to purchase any or all of his Membership Interest, and he is willing to accept such Bona Fide Offer, then such Member shall make a written offer to the Company and to the Remaining Members to Transfer all of the Membership Interest proposed to be Transferred by the Transferor. The Offer by Transferor shall include a statement of intention to Transfer and shall disclose all the terms of the proposed Transfer, including the name and address of the Transferee, and shall be accompanied by a copy of the Bona Fide Offer. 7.02 Acceptance, of Offer by Transferor. Within thirty (30) days after its receipt of the Offer by Transferor, the Company may, at its option, elect to purchase all of the Membership Interest proposed to be Transferred. The decision of the Company as ( to the acceptance or non -acceptance of said offer shall be made by the Remaining Mem- bers. If the Company does not elect to purchase the Membership Interest proposed to be "Transferred, the Company shall, within five (5) business days following delivery of written notice of its election not to purchase to Transferor, or within five (5) days following the expiration of the above -described thirty (30)-day period, deliver written notice of its election not to purchase to the Remaining Members. The Remaining Members may, within forty-five (45) days after the receipt of said notice from the Company, at the Remaining Members' option, purchase all of the Membership Interest proposed to be "Transferred, in Proportionate Shares. The Remaining Members shall exercise their election to purchase by giving written notice of such election to the Transferor and to the Company. Such notice of election to purchase shall specify a date for the closing of the purchase, which shall be not more than thirty (30) days after the date of such notice. If any consideration to be received by the `Transferor under the Bona Fide Offer is property other than cash, the time periods for acceptance of the Offer by Transferor by the Company, or the Remaining Members, and the closing dale shall be extended and shall begin running effective the day after the fair market value of such consideration is determined in accordance with this Article. 7.03 Purchase Price. The purchase price for the Membership Interest proposed to be Transferred shall be the same as tine purchase price stated in the Bona Fide Offer. If any consideration to be received by the Transferor under the Bona Fide Offer is property other than cash, the value shall be computed on the basis of the fair market value of' such non -cash consideration. Such fair market value shall be dcternlined by agreement among the Transferor and the Company, or if they are unable to agree, as determined by the BT,b1:39861 A v t average of the appraisals of two (2) independent qualified appraisers, one being selected by the Transferor and the other by the Company, the cost of such appraisal being shared equally by Transferor and the Company. 7.04 Closing of Purchase. The closing of purchase shrill take place at the principal office of the Company. The Company or the Remaining Members shall have the option of paying the purchase price according to the same terms as the Bona Fide Offer or according to the Company .Payment Terms. 7.05 Transfer After Offer. if the Membership Interests are not purchased by the Company or the Remaining Members as provided in this Article, the Transferor shall, for a period of three (3) months thereafter, be free to Transfer the Membership Interests to the Transferee, upon the terms disclosed in the offer given to the Company pursuant to this Article. 7.06 Prohibited "transfers Void. (a) Any purported Transfer in violation of this Agreement shall be null and void and shall not transfer any interest in, or title to, the Membership Interests transferred to the purported Transferee. The Company shall not be required to treat as owner of the Membership Interests, or to pay distributions to, any Transferee to whom any of those Membership interests shall have been purportedly Transferred. (b) In addition, and without in any way intending; to validate, approve or otherwise render a `transfer in violation of this Agreement other than null and void, the Company first, and the Remaining Membcrs (in Proportionate Shares) second, shall have the option to purchase all or any portion of the Membership Interests attempted to be `transferred to a Transferee in violation of a restriction on Transfer contained in this Agreement for the price and on the same terms and conditions described in this Article; provided, however, that the Company and the Remaining Members may pay the purchase price according to the Company Payment Terms. To exercise this option, the Company must give the Transferee written notice within thirty (30) days after the Company is notified of the purported Transfer. In the event the Company does not elect to exercise this option, the Company shall, within ten (10) business days following the expiration of the foregoing; thirty (30)-day period, notify the Remaining Members of its election. The Remaining Members must give the Transferee written notice, within thirty (30) days following the receipt of notice Jrom the Company, of their election to purchase all or any portion of the Membership Interest purportedly held by the Transferee. The Transferee's sale obligation pursuant to this Section may be specifically enforced by the Company or any Remaining Member. BTM:3986l Div 1 ARTICLE Vlll 1 OPTION TO PURCHASE 8.01 Option Events. Each of the following events shall constitute an "Option Event" under this Agreement: (a) The death, declaration of legal incompetence, or dissolution and winding up of a Member; (b) A judicial determination of the insolvency of any Member; (c) Any filing of a petition or suit under the bankruptcy laws by or against a Member that is not dismissed within sixty (60) days; (d) Any purported voluntary or involuntary 'Transfer of all or any part of a Member's Membership Interest in a manner not expressly pernitted by this Agreement; (c) Any material breach of this Agreement by a Member which is not cured within ten (10) days after written notice of such breach is given to the r. Member by the Company; oi- (t) Any withdrawal by a Member from the Company other than as may be expressly permitted by this Agreement. 8.02 Notice. Upon the occurrence of an Option Event, the Transferor or its Executor, administrator, or other legal representative in the event of death or declaration of legal incompetency, shall give notice to the other Members within ten (10) days after its occurrence. If the Transferor fails to give such notice, any other Member (other than the Transferor) may give the notice at any time thereafter and by so doing commence the procedure provided for in this Article. In the case of a Domestic Proceeding, the other Members' actual knowledge of the commencement of a Domestic Proceeding shall be treated as receipt of such notice of the Option Event. 8.03 Option, Upon the occurrence of all Option Event, the Company shall have the option to purchase from the Transferor and the Transferor shall sell to the Company upon the exercise of such option, all, but not less than all, of the Membership Interest owned by such "Transferor. If the Company does not elect to exercise the option, the Remaining Members may, at their option, purchase, in Proportionate Shares, all of the Transferor's Membership Interest. The option shall be exercised by either the Company or the Remaining Members by giving written notice to the Transferor or the 'Transferor's personal representative within ninety (90) days following delivery of the notice of the Option Event. BTM;398614v l 8.04 Purchase Price. (a) Appraised Value. The purchase price of the Membership interest to be purchased pursuant to this Article shall be the appraised value of the Membership Interest as of the last day of the month preceding the date of occurrence of the Option Event, as determined by the regularly -employed outside accountant serving the Company at such time, or if none, by a public accountant selected by the Company and the Transferor, or if they are unable to agree, by a public accountant chosen by two public accountants, one being selected by the Transferor and one by the Company. Such appraised value shall be determined on an accrual basis in accordance with gencrally accepted accounting principles. Any life insurance proceeds received by the Company as a result of the death of any Member shall not be included in the appraised value of the Membership Interest. (b). Value Determined by Members. At any time after the date of this Agreement, the Members shall have the right to agree unanimously upon the value of the Membership Interests and deterniine the purchase price for purposes of this Article, in which event the purchase price shall be as stipulated on Exhibit E attached and initialed by all of the Members. The purchase price so determined shall be reviewed by the Members amzually or at any other time determined by all of the Members and shall either be confinned or adjusted by the agreement of all Members. In the event the Members allow a period of eighteen (18) months to lapse without either revaluing or confirming the purchase price, the purchase price shall then become the appraised value of the Membership Interest as determined by the Company's regularly -employed outside accountant or such other accountant as may be selected pursuant to the above -described procedure. 8.05 Payment of Purchase Price. The purchase price under this Ailicle shall be payable according to the Company Payment Terms unless life insurance proceeds are received by the Company as a result of the death of the Transferor, in which case, those proceeds shall be paid in cash to the extent of such proceeds with any excess proceeds above the purchase price being retained by the Company. If such proceeds represent less than the purchase price, then the purchase price will be paid according to the Company Payment Terms with the down payment equal to the amount of the proceeds of the life insurance policy. 8.06 Closing. The closing of any purchase; and sale under this Article shall take place at the Company's office at a date designated by the Company, which shall not be more than ninety (90) days after the later of: (1) the date of determination of the purchase price of the Membership Interest; (ii) the date of the qualification or appointment of any personal representative for the Transferor; (iii) the receipt of proceeds of any life insurance policy if part or all of the purchase price is to be paid with such proceeds; or (iv) the date the Company or the Remaining Members give written notice of the exercise nTM:3986E4vI Of the option to purchase under this Article to the Transferor or his personal representative. 8.07 Failure to };xercise Purchase Option. In the event neither the Company nor the Members exercise their option to purchase under this Article, the Transferor, or its Executor, administrator, or other legal representative in the event of death or declaration of legal incompetency, may transfer the economic rights in the Membership Interest of the Transferor to any Person; PROVIDED, HOWEVER, that the Transferee (i) shall be an Economic Interest Owner only; (ii) shall not be admitted as a Member without full -compliance with this Agreement; and (iii) shall be subject to the transfer restrictions imposed by this Agreement. ARTICLE IX MISCELLANEOUS TRANSFER PROVISIONS 9.01 Specific Performance. The parties hereby declare that it is impossible to measure, in money, the damages which will accrue to a party to this Agreement or to any personal representative of a deceased Member by reason of a failure to perform any of the obligations under Articles VII or VIII of this Agreement. Therefore, if any party, or such personal representative, shall institute any action or proceeding to enforce the provisions of this Agreement, any Person, including the Company, against whom such action or proceeding is brought, hereby waives the claim or defense therein that such party, or such personal representative, has an adequate remedy at law, and such Person shall not urge in any such action or proceeding the claim or defense that such remedy at law exists. 9.02 Company's Purchase Obligation , If the Company is not lawfully permitted to pay, from time to time, any amount owed with respect to a purchase by the Company of any Membership Interest or Economic Interest: (i) the entire amount which may lawfully be paid shall be paid immediately on such account; and (ii) the surviving or Remaining Members shall promptly take those steps that are appropriate or necessary to enable the Company to pay the balance which is then due, including, by way of illustration and not by way of limitation, the obtaining of an up-to-date appraisal of the assets of the Company or including in the note given to evidence the money owed, that language which is required (under Section 57C-4-06 of the Act) to allow the Company to issue the note. The payee hereby consents to the inclusion of that language in the note. 9.03 Purchase by Member. Whenever any Member purchases any Membership Interest or Economic Interest under this Agreement, the purchased Membership Interest or Economic Interest shall serve as collateral security for the payment of the unpaid purchase price until the entire purchase price has been paid. While Membership Interest serves as collateral security, and so long as the purchaser -is not in default, the purchaser shall be entitled to all voting rights with respect to such Membership Interest. 9.04 Purchase by_ Company. Whenever the Company purchases any Membership Interest or Economic Interest under this Agreement, each Member and all BIM:393614 other necessary parties, shall do all things and execute and deliver all papers as are necessary to consummate such purchase. Further, the Remaining Members, jointly and severally if more than onc, shall endorse any promissory note for the deferred balance of' the purchase price. 9.05 Transferor Rights After Purchase. So long as any part of the purchase price of any Membership Interest or Economic Interest sold in accordance with this Agreement remains unpaid by the Company, the Transferor shall have the right to examine the books and records of the Company from time to time and receive copies of all accounting reports and tax returns prepared for or on behalf of the Company. If the Company breaches any of its obligations under this Section, the Transferor, in addition to any other remedies available, may elect to declare the entire unpaid purchase price due and payable forthwith. 9.06 Indebtedness to Member. If the Company purchases any Membership Interest of a Member pursuant to the terms of this Agreement, and at the time of such purchase the Company is indebted to the Member whose Membership Interest is so purchased, such indebtedness shall be satisfied according to the Company Payment Terms. 9.07 Indebtedness to Company. I1' the Company or the Remaining Members purchase any Membership Interest of a Member or Economic Interest of an Economic Interest Owner pursuant to the terns hereof, and if at the time of such purchase the Member whose Membership Interest, or Economic Owner whose Economic Interest is being purchased is indebted to the Company, then the amount of such indebtedness shall be credited to the purchase price to be paid by the Company if the Company is the purchaser, to be first applied against any cash down paymenV obligation. In the event the amount of such indebtedness exceeds the purchase price, such excess shall be satisfied by such Member or Economic Interest Owner, at the option of the Company, on the Company Payment Terms. If a Remaining Member is the purchaser, the amount of such indebtedness shall be accelerated and become immediately due and payable to the extent Transferor receives cash or its equivalent at the closing of such sale and any amount not so accelerated shall be satisfied, at the option of the Company, on the Company Payment Terris. 9.08 Insurance. The Company shall have the right, but shall not be required, to acquire and maintain life insurance on any or all of the Members, naming itself as beneficiary thereof. The Members shall cooperate with the Company in obtaining such insurance, including submitting to any required medical or other examinations and executing and delivering any application or other instrument reasonably necessary to effectuate such insurance. B1 M:3986140 ARTICLE x i DISSOLUTION, LIQUIDA'I'ION AND TERMINATION 10.01 Dissolution. The Company shall be dissolved upon the occurrence of any of the following events: (a) By the written agreement of the Members holding a Majority Interest; or (b) The entry of a decree of judicial dissolution or the issuance of a certificate for administrative dissolution under the Act. The occurrence of a Withdrawal Event will not result in the dissolution of the Company. 10.02 Winding U Li uidation and Distribution of Assets. Upon the happening of any of the events specified in this Article, the Liquidator will commence as promptly as practicable to wind up the Company's affairs unless the Liquidator determines that an immediate liquidation of Company assets would cause undue loss to the Company, in which event the liquidation may be deferred for a time determined by the Liquidator to be appropriate. Assets of the Company may be liquidated or distributed in kind, as the Liquidator determines to be appropriate, The Owners will continue to share the Net Cash Flow, Net Profits and Net Losses during the period of liquidation in the manner set forth ( in Article V and Article VI. The proceeds from liquidation of the Company, including repayment of any debts of Owners to the Company, and any Company assets that are not sold in connection with the liquidation will be applied in the following order of priority: (a) To payment of the debts and satisfaction of the other obligations of the Company, including without limitation debts and obligations to Owners; (b) Jo the establishment of any reserves deemed appropriate by the Liquidator for any liabilities or obligations of the Company, which reserves will be held Ibr the purpose of paying liabilities or obligations and, at the expiration of a period the Liquidator deems appropriate, will be distributed in the manner provided In Subsection (c); and (c) To the payinent to the Owners of the positive balances in their respective Capital Accounts, pro rata, in proportion to the positive balances in those Capital Accounts after giving effect to all allocations and distributions under Article V and Article VI for all prior periods, including the period during which the process of liquidation occurs. 10.03 Articles of Dissolution. Upon the dissolution and the commencement of winding up of the Company, Articles of Dissolution shall be filed in the Office of the Secretary of State in accordance with the Act. f ITM:398G E 4v I 10.04 Return of Contribution Nonrecourse to Other Members. Except as provided by law or as expressly provided in this Agreement, upon dissolution, each Owner shall look solely to the assets of the Company for the return of its Capital Contribution. If the Company property remaining after the payment or discharge of the debts and liabilities of the Company is insufficient to return the cash contribution of one or more Owners, such Owner or Owners shall have no recourse against any other Owners. ARTICLIJ Xt BOOKS AND RECORDS 11.01 _Accounting Period. The Company's accounting period shall be the calendar year. 11.02 Books and Records. The Company's books and records, this Agreement and all amendments thereto, and any other agreements, records, documents or data required to be maintained by the Act, shall be maintained at the principal office of the Company and shall be open to inspection and examination by the Members or their duly authorized representatives at all rcasonable.tinnes. 11.03 Books of Account. The Company shall, for income tax purposes, keep and maintain, or cause to be kept and maintained, adequate books of account of Company business. Such books of account shall initially be kept on a cash basis, but the Members shall have the right, but Yiot the obligation, to change the method of accounting, All expenses in connection with the keeping of the books and records of the Company and the preparation of audited or unaudited financial statements required to implement the provisions of this Agreement or otherwise needed for the conduct of the Company's business shall be borne by the Company as an ordinary expense of its business. 11.04 Tax Returns. The Company, at the Company's expense, shall cause an income tax return for the Company to be prepared and timely filed with the appropriate authorities. Copies of such returns, or other pertinent information therefrom, shall be furnished to the Members within the periods required by law or otherwise within a reasonable time after the end of the Company's fiscal year. 11.05 Bank Accounts. The bank account or accounts of the'Company shall be maintained in the bank approved by the Managers. The terms governing such account shall be determined by the Managers and withdrawals from such bank account shall only be made by such parties as may be approved by the Managers. Any account opened for the Company shall not be commingled with other funds of the Members or Managers. 11.06 Tax Matters. The Members shall designate a Member to act as the "Tax Matters Member" for federal income tax purposes. The Tax Matters Member is authorized and required to represent the Company in connection with all examinations of the Company's affairs by tax authorities, including resulting administrative and judicial f proceedings, and to expend Company fiinds for professional services and costs associated 13TM; 398G 14 v 1 therewith. The 'Fax Matters Men>ber shall have the final decision making authority with respect to all federal income tax matters involving the Company. 'The Owners agree to cooperate with the Tax Matters Member in any action or proceeding involving issues of federal income taxation affecting the Company or the Owners. Notwithstanding anything to the contrary contained herein, the Tax Matters Member may not settle any tax issue, institute suit or extend the statute of limitations (except insofar as any such action is taken by the Tax Matters Member in its individual capacity and not as the Tax Matters Member) without the consent of the Members holding a Majority Interest. Any direct out-of-pocket expense incurred by the Tax Matters Member in carrying out his obligations hereunder shall be allocated to and charged to the Company as an expense of the Company for which the Tax Matters Member shall be reimbursed. The initial Tax Matters Member shall be Sunset Place Manager, LIX. 11.07 Annual Report: for Secretary of State. The Company shall deliver to the Secretary of State for fling an annual report in accordance with N.C. Gen. Stat. § 57C-2- 23. ARTICLE XII MISCELLANEOUS PROVISIONS 12.01 Application_ of North Carolina Law. This Agreement, and the application and interpretation hereof, shall be governed exclusively by its terms and by the laws of the State of North Carolina, and specifically the Act. 12.02 Further Assurances. The Members each agree to cooperate, and to execute and deliver in a timely fashion any and all additional documents necessary to effectuate the purposes of the Company and this Agreement, including but not limited to consents to jurisdiction for a taxing jurisdiction with regard to the collection of income taxes attributable to the Member's income and interest and penalties assessed on such income. 12.03 Construction. Whenever the singular number is used in this Agreement and when required by the context, the same shall include the plural and vice versa, and the masculine gender shall include the feminine and neuter genders and vice versa. 12.04 14cadings. The headings in this Agreement are inserted for convenience only and are in no way intended to describe, interpret, define, or limit the scope, extent or intent of this Agreement or any provision hereof. 12.05 Waivers. The failure of any party to seek redress for violation of or to insist upon the strict performance of any covenant or condition of this Agreement shall not prevent a subsequent act from having the effect of an original violation. 12.06 Rights and Remedies Cumulative. The rights and remedies provided by this Agreement are cumulative and the use of any one right or remedy by any party shall nTM:398614v] not preclude or waive the right to use any or all other remedies. Such rights and remedies are given in addition to any other rights the parties may have under applicable law, 12.07 Heirs Successors and Assigns.. Each and all of the covenants, terms, provisions and agreements herein contained shall be binding upon and inure to the benefit of the parties hereto and, to the extent permitted by this Agreement, their respective heirs, legal representatives, successors and permitted assigns. 12.08 Creditors. None of the provisions of this Agreement shall he for the benefit of or enforceable by any creditors of the Company. 12.09 Counterperts. This Agreement may be executed in counterparts, each of which shall be deemed an original but all of which shall constitute one and the same instrument. 12.10 Notices. Any and all notices, offers, demands or elections required or permitted to be made under this Agreement shall be in writing, signed by the party giving such notice, and shall be delivered or sent by hand delivery, recognized overnight courier or registered or certified mail, postage Fully prepaid and addressed to the recipient at his or its address appearing on Exhibit C or to such other address as a party may by proper notice designate, and shall be deemed given in the case of hand delivery upon delivery to the recipient's address, in the case of overnight courier one (1) day after deposit with such courier and in the case of availing two (2) days after deposit in the mail. When any notice is required to be given to any Member, a waiver thereof in writing signed by the Person entitled to such notice, whether before, at, or after the time stated therein, shall be equivalent to the giving of suchnotice. 12,11 Invalidi1y. The invalidity or unen.forccability of any particular provision of this Agreement shall not affect the other provisions hereof, and the Agreement shall be construed its all respects as if such invalid or unenforceable provision were omitted. ff any particular provision herein is construed to be in conflict with the provisions of the Act, the Act shall control and such invalid or unenforceable provisions shall not affect or invalidate the other provisions hereof, and this Agreement shall be construed in all respects as if such conflicting provision were omitted. 12,12 Determination of Mattel's Not Provided For 1n `Phis Agreement, The Members shall decide any questions arising with respect to the Company and this Agreement which are not specifically or expressly provided for in this Agreement. 12.13 Certification of Non -Foreign Status. N order to comply with § 1445 of the Code and the applicable Treasury Regulations thereunder, in the event of the disposition by the Company of a United States real property interest as defined in the Code and Treasury Regulations, each Member shall provide to the Company, an affidavit stating, under penalties of penury: (i) the Member's address, (ii) United States taxpayer identification number, and (iii) that the Member is not a foreign Person as that term is defined in the Code and Treasury Regulations, failure by any Member to provide such BIV 39861Av1 affidavit by the date of such disposition shall authorize the Company to withhold ten percent {10%} of each such Membe- rs distributive share of the amount realized by the Company on the disposition. 12.14 Arbitration. Any dispute, controversy or claim arising out of or in connection with, or relating to, this Agreement or any breach or alleged breach hereof shall, upon the request of any party involved, be submitted to, and settled by, arbitration in the City of Greensboro, State of North Carolina, pursuant to the commercial arbitration rules then in effect of the American Arbitration Association (or at any time or at any other place or under any other form of arbitration mutually acceptable to the parties so involved). Any award rendered shall be final and conclusive upon the parties and a judgment thereon may be entered in the highest court of the forum, state or federal, having jurisdiction. The expenses of the arbitration shall be borne equally by the parties to the arbitration, provided that each party shall pay for and bear the cost of its own experts, evidence and counsel's fees, except that in the discretion of the arbitrator, any award may include the cost of a party's counsel if the arbitrator expressly determines that the party against whom such award is entered has caused the dispute, controversy or claim to be submitted to arbitration as a dilatory tactic. [SEPARATE SIGNATURE PAGE FOLLOWS] B TM396G 14 v 1 EXECUTION PAGE _ TO THE O1'F.RATING AGREEM ENT OF SUNSET PLACE, LLC A North Carolina Limited Liability Company IN WITNESS WI1PR OF, the undersigned, being all of the initial Members and Managers of the Company, have caused this Operating Agreement to be duly adopted by the Company as of , 2011, and do hereby assume and agree to be bound by and to perform all of the terms and provisions set forth in this Operating Agreement. MEMBER: SUNSET PLACE MANAGER, LLC, a North Carolina limited liability company By: el—., 1�z�c� C. Craig S ne, Managing Member MANAGER: SUNSET PLACE MANAGER, LLC, a North Carolina limited liability company By:C. C. Craig StAc, Managing Member B'I'M398614 v I { , EXHIBIT A TO THE OPERATING AGREEMENT' OF SUNSET PLACE, LLC A North Carolina Limited Liability Company GLOSSARY OF TERMS "Act" means the North Carolina Limited Liability Company Act, as amended from time to time. "Adjusted Capital Account" shall have the same meaning as is given to it in Exhibit B. "Affiliate" means: (i) in the case of an individual, any relative of such individual, (ii) in the case of an Entity, any officer, director, Trustee, member, manager, general partner, employee or holder of ten percent (10%) or more of any class of the voting securities of, or interest, in such Entity; or any corporation, company, limited liability company, director, Trustee, member, manager, general partner, employee or holder of ten { percent (10%) or more of the outstanding voting securities of any corporation, company, liinited liability company, trust or other entity controlling, controlled by or under common control with such Entity. For the purposes of this definition, the term "controls," "is controlled by," or "is under common control with" shall mean the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of an Entity, whetter through the ownership of voting securities or otherwise. "Bona Fide Offer" means an offer in writing signed by a third party offeror or offerors (who must be a Person financially capable of carrying out the terms of such Bona Tide Offer), in a :form legally enforceable against such third party offeror or offerors. "Capital Account" means the account established for each Owner pursuant to Article 1V and maintained in accordance with the provisions of this Agreement. "Capital Contribution" means any contribution to the capital of the Company in cash, property or other binding obligation to contribute cash or property whenever made. "Code" means the Internal Revenue Code of 198G, as amended from time to time (and any corresponding provisions of succeeding law). "Company Payment Terms" means a ten percent (10%) down payment in cash and the balance represented b a promissory note, payable in twenty-four 241 equal, 1 Y I Y Y= ( ) rI I ITM:398634 v I monthly installments of principal, plus interest on the unpaid balance, with the first installment due thirty (30) days after the closing, and each successive installment monthly (hereafter. The promissory note shall bear interest at eight percent (8.0%) per annum, and shall provide that: (i) the maker shall have (lie privilege of prepaying all or any part thereof, at any time, without penalty; (ii) a default in any payment shall cause the remaining unpaid balance to become due and payable forthwith; and (iii) payment of principal and interest will be made only if, and to the extent that, payment of a distribution to Members could be made in compliance with N.C. Gen. Stat. § 57C-4-06. The promissory note shall be secured by a pledge of all of the Membership Interests being purchased. If the maker of the promissory note is the Company, such promissory note shall be personally endorsed by the Remaining Members. "Domestic Proccedin " means any instance in which the spouse (or other person claiming the rights of, or rights analogous to the rights of, a spouse) of a Mernber com- mences against the Member, or such Member is named in, a divorce, annulment, equitable distribution, "palimony", separation or similar proceeding. "Economic Interest" is that part of a Membership Interest which includes only the right to receive the share of the Company's allocations and distributions associated with that Membership Interest and specifically does not include the right to vote, the right to examine the books and records of the Company or the right to otherwise participate in any decision of the Members. "Economic Interest Owner" means the owner of an Economic Interest who is not a Member. "Entity" means any general partnership, limited company, limited liability company, corporation, joint venture, trust, business trust, cooperative or association or any foreign trust or foreign business organization. "Li urct idator" means any Member or any liquidating Trustee elected by the Members holding a Majority Interest upon dissolution of the Company. "Majority Interest" Majority Interest means the Membership Percentages which, taken together, exceed fifty percent (50%) of the aggregate of all Membership Percentages. If, in any instance, no combination of Membership Percentages exceeds fifty percent (50%) of the aggregate of all Membership Percentages, then Majority Interest will be deemed to mean one hundred percent (100%) of the Membership Percentages. "Manager" Manager means one or more managers designated pursuant to this Operating Agreement or any other person(s) that succeed such person(s) in the capacity as Manager. "Managers" refers to such Persons as a group. "Member" means each of the parties who executes a counterpart of this Agreement as a Member and each of the parties who may hereafter become a Member. if III 398G14v1 t' a Person is already a Member immediately prior to the purchase or other acquisition by such Person of an Economic Interest, such Pelson shall have all the rights of a Member with respect to such purchased or otherwise acquired Membership Interest or Economic Interest, as the case may be. "Membership Interest" means all of a Member's rights in the Company, including without limitation the Member's share of the Net Profits and Net Losses of the Company, the right to receive distributions of the Company assets, any right to vote, any right to participate in the, management of the business and affairs of the Company, including the right to vote on, consent to, or otherwise participate in any decision or action of or by the Members granted pursuant to this Agreement or the Act. "Membership Percentage" means the percentage a Member's Ownership Percentage bears to the aggregate of the Ownership Percentages of all of the Members, excluding the Ownership Percentages of any' Economic Interest Owners. "Net Cash Flow" means all cash received by the Company from all sources, including capital contributions, operations, investments, financings or refinancings, including net proceeds from, all sales and other dispositions of Company property, less cash expended by the Company, including payment of all expenses, costs, and indebtedness of the Company, acquisition of investments or other capital assets, and establishment of reasonable reserves for working capital, debt service, contingencies, I, investments, and replacements. Net Cash Flow shall not be reduced by depreciation, amortization, cost recovery deductions, or similar allowances. "Net Profit" or "Net Loss" means the net profit or net loss of the Company as determined in accordance with the method of accounting used by the Company for federal income tax purposes. "Offer by Transferor" means the written offer to the Company and the Remaining Members.to Transfer all of the Membership Interest proposed to be Transferred by the Transferor. "Owner" means a Member or an Economic Interest Owner. "Ownership Percentame" means the percentage set forth after the Economic Interest Owner's or Member's name on Exhibit D attached, as may be amended from time to time. "Person" means any individual or Entity, and the heirs, executors, administrators, legal representatives, successors, and assigns thereof. "Proportionate Shares" means the relative portion of any Membership Interest proposed to be Transferred that may be purchased by each of the Remaining Members. The Proportionate .Share of each Remaining Member shall be equal to the total of the t Membership Interest proposed to be Transferred multiplied by a fraction, the numerator BTM:398614v I of which is the Membership Percentage owned by such Remaining Member, and the denominator of which is the Membership Percentages owned by all Remaining Members. In the event any Remaining Member with rights to acquire his Proportionate Share of the Membership Interest proposed to be transferred does not elect to exercise such rights, such Member shall not be considered to be a Remaining Member for the purpose of determining Proportionate Shares. "Remaining, Member" means any Member who is not a Transferor. "Transfer" means to sell, bequeath, transfer, assign, pledge, hypothecate or otherwise encumber or dispose of any Membership Interest or of any other interest in the Company, including involuntary transfers by operation of law or otherwise. "Transfer" shall also include the transfer of the Membership Interest of any Member to or by a creditor in partial or complete satisfaction of any right, claim or judgment. "Transferee" means any Person which makes a Bona Fide Offer or succeeds to any Membership Interest. "Transferor" means a Member (including the legal representative of a deceased Member) who (i) proposes to Trwisfer any Membership Interest, or (ii) is required to Transfer any of its Membership Interest under the terms of this Agreement. i, "Treasury Regulations or Rc ulations" means the Federal income Tax Regulations promulgated under the Code, as such regulations may be amended from time to time (including corresponding provisions of succeeding regulations). "Withdrawal Event" means the withdrawal, removal, bankruptcy, insolvency, dissolution, death or incompetency of a Member, the sale or redemption of a Member's entire Membership interest, or the occurrence of any other event which terminates the continued membership of a Member in the Company pursuant to N.C. Gen. Slat. § 57C- 3-02 or any other provision of the Act. R'IM.1986140 r EXHIBIT 13 OPERATING AGREEMENT O1+ SUNSET )PLACE, LLC A North Carolina Limited Liability Company RI+,GULATORV ALLOCATIONS SECTION B-l. Definitions. (a) "Adjusted Capital Account" shall mean the Owner's Capital Account increased by (1) the amount of any deficit balance that the Owner is obligated to restore upon liquidation of the Company in accordance with Treasury Regulations Section 1.704- l(b)(2)(ii)(b)(3) or is treated as obligated to restore pursuant to Treasury Regulations Section 1.704-1(b)(2)(ii)(c) and (ii) the amount of the Owner's share of Company Minimum Gain or Owner Nonrecourse Debt Minimum Gain, and decreased by (iii) the items described in Treasury Regulation Section 1.704-1(b)(2)(ii)(d)(4), (5), and (b). (b) "Nonrecourse Deductions" shall have the meaning set forth in Section 1.704-2(b)(1) of the Regulations. 1, (c) "Nonrecourse l..iability" shall mean a liability of the Company for which no Owner bears the economic Fisk of loss within the meaning of Treasury Regulations Section 1.752-2. (d) "Owner Nonrecourse Debt" shall have the meaning set forth in Section 1.704-2(b)(4) of the Regulations. (e) "Owner Nonrecourse Debt Minimum Gain" shall mean an amount, with respect to each Owner Nonrecourse Debt, equal to the Company Minimum Gain that would result if such Owner Nonrecourse Debt were treated as a Nonrecourse Liability, determined in accordance with Section 1.704-2(i)(3) of the Regulations. (f) "Owner Nonrecourse Deductions" shall have the meaning set forth in Sections 1.704-2(i)(1) and 1.704-2(i)(2) of the Regulations. (g) "Coinpany Minimum Gain" shall have the meaning set forth in Sections 1.704-2(b)(2) and l .704-2(d) of the Regulations. SECTION B-2. Maintenance of Capital Accounts. In the maintenance of the Capital Account for each Owner, the fallowing provisions shall apply: BIM:3980140 (a) Each Owner's Capital Account shall be credited with the fair market value _ of such Owner's Capital Contributions and shall be appropriately adjusted to reflect each Owner's distributive share of Company income and gain, and the amount of any Company liabilities that are Assumed by such Owner. (b) Each Owner's Capital Account shall be debited the amount of money and the fair market value orally property distributed to such Owner and sliall be appropriately adjusted to reflect each Owner's distributive share of Company loss and deductions, and the amount of any liabilities of such Owner that are assumed by the Company or that are secured by any property contributed by such Owner to the Company. (c) In the event any interest in the Company is transferred in accordance with the terms of this Agreement, the transferee shall succeed to the Capital Account of the transferor to the extent it relates to the transferred interest.. (d) The Capital Account shall also include a pro-rata share of the fair market value of any property contributed by a Person who is not an Owner, such value to be the same value reported for Federal Gill Tax purposes if a gill tax return is filed, and if not, the value in the case of real property as determined by an independent appraiser actively engaged in appraisal work in the area where such property is located and selected by the Members, and otherwise by the certified public accountant or accountant then serving the Company. f (e) The Capital Accounts of the Owners may be adjusted to reflect a revaluation of Company property (including intangible assets such as goodwill) to its fair market value, at the following times: (i) in connection with the acquisition of a Economic Interest by a new or existing Owner for more than a de mirrimis capital contribution, (ii) in connection with the liquidation of the Company as defined in the Regulations, or (iii) in connection with more than a de minimis distribution to an Owner as consideration for his Economic Interest. In the event of any revaluation of Company property, the Capital Accounts of the Owners shall be adjusted as provided by the Regulations. The foregoing provisions and the other provisions of this Agreement relating to the maintenance of Capital Accounts are intended to comply with the requirements of Code Section 704(b) and the Regulations thereunder. If in the opinion of the Members the manner in which Capital Accounts are being maintained pursuant to the preceding provisions of this Section should be modified in order to comply with the requirements of Code Section 704(b) and the Regulations thereunder, then notwithstanding anything; to the contrary contained in the preceding provisions of this Section, the Members may alter the method in which Capital Accounts are maintained, and the Members shall have the right to amend this Agreement to reflect any such change in the manner in which Capital Accounts are maintained; provided, however, that any change in the manner of maintaining Capital Accounts shall not materially alter the economic agreement between the Owners. r- DTM:398614v1 1' SECTION B-3. Regulatory Allocations. Notwithstanding any other provision of this Agreement, the Following regulatory allocations shall apply: (a) Qualified Income Offset. In the event any Owner unexpectedly receives any adjustments, allocation or distribution described in Section 1.704-1(b)(2)(ii)(d)(4), (5) or (6) which has not otherwise been taken into account in determining the deficit of such Owner's Adjusted Capital Account, such Owner shall be specially allocated items of income and gain in an amount and manner sufficient to eliminate, to the extent required by the Regulations, the deficit Adjusted Capital Account of such Owner as quickly as possible. , This provision is intended to constitute a "Qualified Income Offset" under Regulations Section 1.704-1(b)(2) and shall be interpreted consistently therewith. (b) Minimum Gain Chargeback. If during any Company fiscal year there is a net decrease in Company Minimum Gain, each Owner who would otherwise have a deficit Adjusted Capital Account at the end of such shall be specifically allocated items of Company income and gain for such fiscal year (and, if necessary, subsequent fiscal years) in an amount equal to such Owner's share of the net decrease in Company minimum gain, determined in accordance with Regulations Section 1.704-2(g). This provision is intended to comply with the ininimum gain chargeback requirement in Regulations Section 1.704-2(o and shall be interpreted consistently therewith. (c) Owner Minimum Gain Cliargeback, If there is a net decrease in Owner Nonrecourse Debt Minimum Gain attributable to an Owner Nonrecourse Debt during any Company fiscal year, each Owner who has a share of the Owner Nonrecourse Debt Minimum Gain attributable to such Owner Nonrecourse Debt, determined in accordance with Regulations Section 1.704-2(i)(5), shall be specifically allocated items of Company income and gain for such fiscal year (and, if necessary, subsequent fiscal years) in an amount equal to such Owner's share of the net decrease in Company Nonrecourse Debt Minimum Gain attributable to such Owner Nonrecourse Debt, determined in accordance with Regulations Section 1.704-2(i)(4). This Section is intended to comply with the minimum gain chargeback requirement in Regulations Section 1.704-2(i)(4) and shall be interpreted consistently therewith. (d) Nonrecourse Deductions. Nonrecourse Deductions for any fiscal year shall be specifically allocated to the Owners in accordance with their respective Ownership Percentages as set forth in Exhibit D attached, as such Exhibit may be amended from time to time. (e) Owner Nonrecourse Deductions. Any Owner Nonrecourse Deductions for any fiscal year shall be specifically allocated to the Owner who bears the economic risk of loss with respect to the Owner Nonrecourse Debt to which such Owner Nonrecourse Deductions are attributable in accordance with Regulations Section 1.704-2(i)(1). FiTM:398614v I Section 704(c) Tax Allocations. In accordance with Code Section 704(c) --� and the regulations thereunder, income, gain, loss and deduction with respect to any property contributed to the capital of the Company shall, solely for tax purposes, be allocated among the Owners so as to take account of any variation between the adjusted basis of such property to the Company for federal income tax purposes and its initial fair market value ascribed to it under this Agreement. (g) Compliance with Regulations. It is the intent of the Owners that the allocations of all items of income, gain, loss, deduction and credit under this Agreement comply with the requirements of Code Section 704(b) and the Regulations thereunder. Accordingly, to the extent adjustment is necessary to be in compliance with the provisions of Code Section 704(b) and the Regulations thereunder, such necessary adjustments in the allocation shall be made, but only to the smallest extent necessary. Furthermore, if there has been any adjustment in the allocations to the Owners on account of the preceding sentence, subsequent allocations of income, gain, loss, deduction or credit shall, to the extent possible, be allocated to the Owners in the order and in a manner designed to result in each Owner's having a Capital Account balance equal to what it would have been had the allocation(s) pursuant to the preceding sentence not occurred, and in a manner that is likely to miriirnize any economic distortions that otherwise might result. 13TM:398614v1 a EXHIRIT C TO THE OPERATING AG REEM E N'r OF SUNSET PLACID'., I,LC A North Carolina Limited Liability Company MEWBER: Sunset Place Manager, LLC Post Office Box 395 Jamestown, NC 27282 Phone: (336),454-6134 MANAGER: Sunset Place Manager, LLC Post Office Box 395 Jamestown, NC 27282 Plione: (336) 454-6134 MEIMBER INFORMATION Fax: (336) 454-6190 MANAGER INFORMATION Fax: (336) 454-6190 13 M:34'JG14v1 EX111BIT D TO THE OPERATING AGREEMENT OF SUNSET PLACE, LLC A North Carolina Limited Liability Company INITIAL CAPITAL CONTIZI13UTIONS ME, MBEIR NAME MEMBER INITIALS PROPI3RTY DESCRIPTION AGREED FMV OF PROPERTY ADJUSTED BASIS OWNF"RSHIP PERCENTAGE Sunset Place Manager, LLC Cash $100.00 $100.00 100.0% M M:39R614v1 i EXHIBIT E TO THE OPERATING AGREEMENT OF SUNSET PLACE, LLC A North Carolina Limited Liability Company 1. Date: Section 8.04 - Membership Interest value as determined by the Members of the Company. Member Initials: i 2. Date: Section 8.04 - Membership Interest value as determined by the Members of the Company. ' Member Initials: 3. Date: Section 8.04 - Membership Interest value as detennined by the Members of the Company. Member initials: RT'M:399614vI