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 [phone]; or
[e-mail].
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: [phone] FAX: [phone] 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, [phone].)
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

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House Location
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BASE MAP FROM CPT ENGINEERI
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Job No: 1581-11-077A
V!
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Approximate. Hand
Auber Boring
Location -
! - 11.1 /-X D I
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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)

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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: [phone]
MEIMBER INFORMATION
Fax: [phone]
MANAGER INFORMATION
Fax: [phone]
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