SW8060622_HISTORICAL FILE_20090210

STORMWATER DIVISION CODING SHEET
POST -CONSTRUCTION PERMITS.
PERMIT NO.
SW�(��aa
DOC TYPE
❑ CURRENT PERMIT
❑ APPROVED PLANS
HISTORICAL FILE
❑ COMPLIANCE EVALUATION INSPECTION
DOC DATE
%%
YYYYMMDD

/ MCKIM&CREED
TO: NCDENR Division of Water Quality
127 Cardinal Drive Extension
Wilmington, NC 28405
ATITMION: Linda Lewis
WE ARE SENDING: ❑ Originals ❑ Prints
❑ Specifications ❑ Calculations
LETTER OF TRANSMITTAL
DATE: February 9, 2009
PROJECT NO: 4280-0001
TASK NO: 40
RE: Providence Park Engineer's;
Certification
Permit -No: SW8 060622 y�
TRANSMITTAL NO: 1
PAGE 1 OF 1
❑ Shop Drawings ❑ Samples
® Other - Certification
Quantity
Drawing No.
Rev.
Description
Status
2
Engineer's Certification and Checklist
G
2
Stormwater Treatment System Record Drawings
G
Issue Status Code: A. Preliminary B. Fabrication Only C. For Information D. Bid
E. Construction F. For Review & Comments G. For Approval H. See Remarks
Action Status Code: 1. No Exceptions Taken 2. Make Corrections Noted 3. Other
4. Amend & Resubmit 5. Rejected - See Remarks
REMARKS: _ j-$ � �=i iri ir*i rih: �k-=,,
243 NORTH FRONT STREET, MLMINGTON, NC 28401 (910) 343-11W FAX (910) 251-
cc: Brian Kaiser, Providence Park Properties LLC
McKIM &CREED, PA
(w/ enclosures)
File, McKim & Creed, PA (w/ enclosures)
r
Signed
Richard A Moore, PE
Senior Project Manager
S:14280\0001\10-Comm\2009-02 09L. LewisTrsm.Doc

h .
State Stormw;�•,ar Management Systems
1- Permit No. SW$ 060622
Page 1 of 2
Providence Park
Stormwater Permit No. SW8 060622
New Hanover County
Designer's Certification
I, A. " , as a duly registered 9IZQFEJ Uft,AL-1t'1i�
in the State of North Carolina, having been authorized to observe eriodica weekly/
full time) the construction of the project,
(Project)
for 26§L E c+t �LgJ'_(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 Cg?,�;4'0?
Date alulog
Y CD 1 U LUVJ
BY:
SEAL
G
SEAL
0255VJ
RD A. �..
'!!!!J!#I#11i11555t
5�
°l
Page 6 of 7

State Stormv:;:ter Management Systems
Permit No. SW8 060622
Page 2of2
Certification
Requirements:
The drainage area to the system contains approximately the permitted
�2.
acreage.
The drainage area to the system contains no more than the
permitted
amount of built -upon area.
?4_1 —3.
All the built-upon'area associated with the project is graded such that the
runoff drains to the system.
All drains located the is'directed into
1?A`~ 4.
roof are such that runoff the system.
5.
The outlet/bypass structure elevations are per the approved plan.
6.
The outlet structure is located per the approved plans.
7.
Trash rack is provided on the outlet/bypass structure.
8.
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 arid do not cause short-
circuiting of the system.
1.1.
The permitted amounts of surface area and/or volume have been
provided.
�12.
Required drawdown devices are correctly sized per the approved plans.
IoAn_ 13.
All required design depths are provided.
1"�n14.
All required parts of the system are provided, such as a vegetated shelf,
and a forebay.
�Z15.
The required system dimensions are provided per the approved plans.
cc: NCDENR-DWQ Regional Office
Tony Roberts, New Hanover County Building Inspections
Page 7 of 7

� /�MIQ�MFdCREED
To: NCDENR Division of Water Quality
127 Cardinal Drive Extension
Wilmington, NC 28405
ATTENTION: Linda Lewis
WE ARE SENDING: ❑ Originals ❑ Prints
❑ Specifications ❑ Calculations
LETTER OF TRANSMITTAL
DATE: February 9, 2009
PROJECT NO: 4280.0001
TASK NO: 40
RE: Providence Park Engineer's
Certification
Permit No. SW8 060622
TRANSWITrTAL NO: 1
PAGE 1 OF 1
❑ Shop Drawings ❑ Samples
® Other - Certification
Quantity
Drawing No.
Rev.
Description
Status
2
Engineer's Certification and Checklist
G
2
Stormwater Treatment System Record Drawings
G
Issue Stains Code: A. Preliminary B. Fabrication Only C. For Information D. Bid
E. Construction F. For Review & Comments G. For Approval H. See Remarks
Action Status Code: 1. No Exceptions Taken 2. Make Corrections Noted 3.Other
4. Amend & Resubmit 5. Rejected - See Remarks
unxA e r�uc•
243 NORTH FRDNT STREET, MUMNGTON, NC 29401 [phone] FAX (910)251-
CC° Brian Kaiser, Providence Park Properties LLC
(w/enclosures) MCKIM &CREE77A
File, McKim & Creed, PA (w/ enclosures)
r
Signed
Richard A Moore, PE
Senior Project Manager
5:14280\0001110-Comm�2009_Q2_09 L. Lewis Ttsm.Doc

State Stormw,!;.<�r Management Systems,
Permit No. SW8 060622 <; .
Page 9 of 2
Providence Paris
Stormwater Permit No. SW8 060622
New Hanover County
Designer's Certification
I, . Wt7�1 , as a duly registered91ZGfEJ-Ix0bI,%
in the State of North Carolina, having been authorized to observe eriodica weekly/
full time) the construction of the project,
(Project)
for ram__..�J GGL (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:
SEAL
Signature //��J���� ^/�
\I - ��D j 4 4fJ
Registration Number ��,,�`'�� c r'�
Date a4q_
7RECFTVFD
FFB 1 0 ?009
B'c
Sit_ PI 4oV
_
Page 6 of 7

11
State Stormv-.,.ter Management Systems
Permit No. SW8 060622
Page 2 of 2
Certification Requirements:
. 1.
The drainage area to the system contains approximately the permitted
2.
acreage.
The drainage area to the system contains no more than the
permitted
amount of built -upon area.
?AM-13.
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.
el_� 5.
The outlet/bypass structure elevations are per the approved plan.
6.
The outlet structure is located per the approved plans.
�7.
Trash rack is provided on the outlet/bypass structure.
f_�a8-
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.
Required drawdown devices are correctly sized per the approved plans.
13.
All required design depths are provided.
14.
All required parts of the system are provided, such as a vegetated shelf,
and a forebay.
�Z15. The required system dimensions are provided per the approved plans.
cc: NCDENR-DWQ Regional Office
Tony Roberts, New Hanover County Building Inspections
NIdTE 00 7'GM 44: A o. '17ur"Zobr' A6r R�W
Page 7 of 7

State Stormwater Management Systems
Permit No. SW8 060622
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
Mark L. Maynard and Providence Properties, LLC
Providence Park
New Hanover County
FOR THE
construction, operation and maintenance of two wet detention ponds in compliance with
the provisions of 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 July 3, 2016, and shall be
subject to the following specified conditions and limitations:
B1*9Eel ►*3IF_1►1B71N0161
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 1.6 on page 3 of this permit. The stormwater
control has been designed to handle the runoff from 627,700 square feet of total
impervious area (runoff from 603,306 and 24,394 sq ft of impervious area to
Pond #1 and Pond #2, respectively). The permitted impervious area may be
reduced by requirements for a wetlands permit.
3. The tract will be limited to the amount of built -upon area indicated on page 3 of
this permit, and per approved plans. There is no allotment for future built -upon
area at the site.
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.
Page 2 of 7

State Stormwater Management Systems
Permit No. SW8 060622
6. The following design criteria have been provided in the two wet detention ponds
and must be maintained at design conditions. The permitted impervious area
may be reduced by requirements for a wetlands permit.
Design Criteria
Pond #1
Pond #2
a. Drainage Area, acres:
Onsite, ft2
Offsite, ft2
29.6
1,289,376
None
2.05
89,298
None
b. Total Impervious Surfaces, ft :
OS Buildings, ft2
OS Parking, ft2:
OS Sidewalks, ft2,
OS Roads, ft2:
603,306
182,081
352,400
68,825
None
24,394
None
None
None
24,394
c. Design Storm, inches
1.0
1.0
d. Pond Depth, ft
4.0
4.0
e. TSS removal efficiency, %
90
90
f, Permanent Pool Elev., FMSL
28.0
32.0
g. Perm. Pool Surface Area, ft
74,072
5,650
h. Permitted Storage Volume, ft
50,733
13,049
i. Temporary Storage Elev., FMSL
28.66
33.91
'. Controlling Orifice, "0 pipe
3.0
0.50
k. Permitted Forebay Volume, ft
48,887
3,421
I. Receiving Stream/River Basin
Prince George Creek 1 Cape Fear
rn.Stream Index Number
18-74-53
n. Classification of Water Body
C; SW
o. Max. horsepower for a fountain 1
314 118
II. SCHEDULE OF COMPLIANCE
The stormwater management system shall be constructed in its entirety,
vegetated and operational for its intended use prior to the construction of any
built -upon surface.
2. During construction, erosion shall be kept to a minimum and any eroded areas of
the system will be repaired immediately.
3. 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.
f. Debris removal and unclogging of outlet structure, orifice device, flow
spreader, catch basins and piping.
g. Access to the outlet structure must be available at all times.
4. Records of maintenance activities must be kept and made available upon
request to authorized personnel of DWQ. The records will indicate the date,
activity, name of person performing the work and what actions were taken.
Page 3 of 7

State Stormwater Management Systems
Permit No. SW8 060622
5. Decorative spray fountains will be allowed in the stormwater treatment system,
subject to the following criteria:
a. The fountain must draw its water from less than 2' below the permanent
pool surface.
b. Separated units, where the nozzle, pump and intake are connected by
tubing, may be used only if they draw water from the surface in the
deepest part of the pond.
c. The falling water from the fountain must be centered in the pond, away
from the shoreline.
d. The maximum horsepower for a fountain for Pond #1 and Pond #2 is 314
and 118 horsepower, respectively.
6. 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.
7. 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.
8. 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.
9. Access to the stormwater facilities shall be maintained via appropriate
easements at all times.
10. The permittee sha.11 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.
11. The permittee shall submit final site layout and grading plans for any permitted
future areas shown on the approved plans, prior to construction.
12. 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.
Page 4 of 7

State Stormwater Management Systems
Permit No. SW8 060622
13. 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 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 formal permit transfer. request to the Division of Water Quality,
accompanied by a completed name/ownership change form, documentation
from the parties involved, and other supporting materials as may be appropriate.
The approval of this request will be considered on its merits and may or may not
be approved. The permittee is responsible for compliance with all permit
conditions until such time as the Division approves the transfer request.
2. 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.
3. 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.
4. 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.
5. 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.
6. 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.
7. 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.
8. Approved plans and specifications for this project are incorporated by reference
and are enforceable parts of the permit.
9. The permittee shall notify the Division any name, ownership or mailing address
changes within 30 days.
Permit issued this the 3rd day of July 2006.
NORTH OLINA ENVIRONMENTAL MANAGEMENT COMMISSION
for Alan W. Klimek, P.E., Director
Division of Water Quality
By Authority of the Environmental Management Commission
Page 5 of 7

State Stormwater Management Systems
Permit No. SW8 060622
Page 1 of 2
Providence Park
Stormwater Permit No. SW8 060622
New Hanover 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,
(Project)
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 6 of 7

State Stormwater Management Systems
Permit No. SW8 060622
Page 2 of 2
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 outlet/bypass structure elevations are per the approved plan.
6. The outlet structure is located per the approved plans.
.7. Trash rack is provided on the outlet/bypass structure.
.8. 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. Required drawdown devices are correctly sized per the approved plans.
.13. All required design depths are provided.
.14. All required parts of the system are provided, such as a vegetated shelf,
and a forebay.
_15. The required system dimensions are provided per the approved plans.
CC' NCDENR-DWQ Regional Office
Tony Roberts, New Hanover County Building Inspections
Page 7 of 7

STATE OF NORTH CAROLiNA
Department of Environment and Natural Resources
VYiRO Regional Office
FILE ACCESS RECORD
SECTION SWP ."DATE/TIME
NAME i�/'. REPRESENTING
Guidelines for Access: The staff of the Regional Office is dedicated to making public records in cur
custody readily available to the public for review and copying. We also have the responsibility to the public
to safeguard these records and to carry out our day-to-day program obligations. Please read carefully the
following before signing the form.
1. Due to the large public demand for file access, we request that you call at least a day in
advance to schedule an appointment for file review so you can be accommodated.
Appointments are scheduled between 9.00 a.m. and 3:00 p.m. Viewing_time ends at 4:45
p.m. Anyone arriving without an appointment may view the files to the extent that time and
staff supervision are available.
2. You must specify files you want to review by facility name or incident number, as
appropriate. The number of files that you may review at one appointment will be limited to
five.
3.. You may make copies of a file when the copier is not in use by the staff and if time permits.
There is no charge for 25 or less copies.: cost per copy after the initial 25 is 2.5 per copy,
Payment is'to be made by check, money order, or cash in the administrative offices.
4. Files must be kept in the order you received,them. Files may -not be taken from the office.
No briefcases, large totes etc. are permitted in the file review area. To remove,'alter,
deface, mutilate, or destroy material in public files is a misdemeanor for which you can be
fined up to $500.00.
5. , In accordance with GS 25-3-512, a $25.00 processing fee will be charged and collected for
checks on which payment has'been refused.
6. The customer must present a photo 1D, sign -in, and receive a visitor sticker prior to
reviewing files.
FACILITY NAME
2. !-
3:
4.
5.
Signature/Name of Firm or Business Date '
(Please attach business card to form if available)
9 Copes:" Amt. Pd:.�
COUNTY
Time in Time Out

�IvKIQM&CREED J
DELIVERED
M NCDENR — Express Stormwater
127 Cardinal Drive Ext.
Wilmington, NC 28403
ATTENTION: Paul Bartleett
WE ARE SENDING: ® Originals
❑ Specifications
® Prints
® Calculations
LETTER OF TRANSMITTAL
DATE: June 26, 2006
PROJI?CY NO: 4280-0001
TASK NO: 40
RE: Providence Park
TRANSMITTAL NO:
PAGE 1 OF 1
❑ Shop Drawings ❑ Samples
❑ Other -
Quantity
Drawing No.
Rev.
Description
Status
2
Stormwater Permit Application (SWU-101 sheet 3 of 4)
G
2
Wet Detention Supplement DA 1 (SWU-102 sheet 1 of 4)
G
2
Wet Detention Supplement DA 2 (SWU-102 sheets 1 - 3)
G
2
Revised Stormwater Calculations
G
2 sets
Revised plan sheets #6, 6A, 6C, 16, 17
G
1
Review comment response letter dated June 26, 2006
2
Wetland Delineation Map
Issue Status Code: A. Preliminary B. Fabrication Only C. For Information D. Bid
E. Construction F. For Review & Comments G. For Approval H. See
Action Status Code: 1. No Exceptions Taken 2. Make Corrections Noted 3. Other
4. Amend & Resubmit 5. Rejected -See Remarks
REMARKS:
cc: Tim Fuller, Biltmark w-enc
File, McKim & Creed w-enc
McKIM & CREED, PA
Signedr" - 7
Kathryn spino a, El
S:14280 \000I \ 10-Comm \062606 NCDENR Tran5.doC

v�MCKIN4&cREED
June 26, 2006
Paul Bartlett
NCDENR - DWQ
127 Cardinal Drive Extension
Wilmington, NC 28405-3845
RE: Stormwater Project No. SW8 060622
Providence Park
New Hanover County
Dear Mr. Bartlett:
M&C 4280-0001 (40)
JUN 2 6 ?006
�Y�69 6 =
In response to your June 21, 2006 letter requesting additional information, we offer the
following:
1. Please clarify the impervious area for Drainage Basin 1. An entry of 13.54 ac (589,802 sq ft) is
listed in the bottom of the table of Section III.6 of the application, and 13.85 ac is listed in the
supplement and calculations
a, Th impervious area for Drainage Basin 1, shown in SWU-101, has been revised to
13.85 as listed in the supplement and calculations.
2. Please clarify Drainage Area 2. An entry of 6.96 ac is listed in the bottom of the table of Section
III.6 of the application, and 2.ac is listed in the supplement and calcu ns.
a. Drainage Area 2 hasl/been revised in SWU-101, III.6 2.05.E as listed in the
supplement and calculations.
t 3! Please clarify the labeled Drainage Area number on the plans for Pond #2. It appears that the area
l-/ should be labeled DA-2 and not DA-3.
a. The Drainage Area label for Pond #2 has been revised to DA-2.
4. Please label the square feet of wetlands being impacted at Building #17 on Drawing #4, 46, or
#6A.
a. ,The square feet of wetlands being impacted at Building #17 •is now labeled on
drawing #6A.
U//Please clarify YI21 on Drawing #6. It appears that only the label is illustrated on the drawing.
a. Drawing #6 has been revised to show structure YI21 as well as the label.
6. Please provide a copy of the approved Corps of Engineers jurisdictional determination for the
wetlands on site.
a. Attached is the Wetland Delineation Map, which is at the Corps of Engineers office
for signature.
243 NORTH FRONT STREET, WILMINGTON, NORTH CAROLINA 28401
TEL [phone] FAX [phone] www.mckimcreed.com
AA0002667

Paul Bartlett
NCDENR - DWQ
June 26, 2006
Page 2
7 Please modify Pond #2 to provide a minimum depth of 4' that will then result in the 75%
sediment removal depth being 3.0' (See attached sketch). A minitnum depth to sediment of 3' is
required to maintain a 90% TSS removal efficiency.
a. Pond #2 now provides a minimum depth of 4.0' that will result in the 75% sediment .
1 re ova epth being 3.0'. In order to lower the pond bottom, the overall pond was
enlarged to maintairi reasonable dimensions. Due to the increased pond volume, the
water surface and structure elevations have been revised accordingly. Please see the
revise tormwater calculations attached herein.
8. east label contour line elevations for Pond #2 on Drawing #bB
r��B1G a. Contour labels are now shown for Pond #2.
9. ase provide inlet protection at the forebays' inlet pipe discharge for Ponds 41 and 42.
��a. Rip -rap outlet protection has been added at forebays' inlet pipe discharge for Ponds
#1 and #2.
10. Please clarify the orifice diameter for Pond #1 and revise the drawings and supplements
cordingly. The drawings and supplement give a 2" diameter and the calculations list a 4"
diameter (2.4 day drawdown).
a. The orifice diameter for Pond #1 is 3" and all drawings, supplements, and
calculations have been revised accordingly and included herein.
Please do not hesitate to contact ne if you have any questions or require clarification.
Sincerely,
McKIM & CREED, P.A.
Richard A. Moore, PE
Sr. Project Manager
/bhc
cc; Tim Fuller, Biltmark Properties
File, McKim & Creed, P.A.
S;1d28Q1Q00 19 Q-CoiTtrriid626�J�a NCDENR L WQ Response I_fr c.!oc
v,MCMM&CREED

P. 1
COMMUNICATION RESULT REPORT ( JUN.21.2006 2:53PM )
TTI NCDENR WIRO
FILE MODE OPTION ADDRESS (GROUP) RESULT PAGE
----------------------------------------------------------------------------------------_-----------
428 MEMORY TX 92518282 OK P. 414
REASON FOR ERROR
E-1) HANG UP OR LINE FAIL
E-3) NO ANSWER
E-2) BUSY
E-4) NO FACSIMILE CONNECTION
State of North Carolina
Department of Environment and Natural Resources
Wilmington Regional Office
Michael F. Easley, Governor
FAX COVER SHEET
William G. Ross, Jr., Secretary
Date:
6121/06
No. of Pages: 4 (Incl. Cover)
To:
Richard Moore
From: Paul Bartlett
Company:
McKim & Creed
Water Quality Section -
Stormwater
FAX #:
[phone]
FAX #: [phone]
Phone #: [phone]
DWQ Stormwater Project Number: SW8 060622
Project Name: Providence Park
MESSAGE:
Richard,
A Request for Additional Information is attached for the subject project. The original will
be mailed to Mr. Maynard, and a copy will be mailed to you.

State of North Carolina
Department of Environment and Natural Resources
Wilmington Regional Office
Michael F. Easley, Governor
FAX COVER SHEET
William G. Ross, Jr., Secretary
Date:
6/21/06
No. of Pages: 4 (Incl. Cover)
To:
Richard Moore
From: Paul Bartlett
Company:
McKim & Creed
Water Quality Section -
Stormwater
FAX #:
[phone]
FAX #: [phone]
Phone #: [phone]
DWQ Stormwater Project Number: SW8 060622
Project Name: Providence Park
MESSAGE:
Richard,
A Request for Additional information is attached for the subject project. The original will
be mailed,to Mr. Maynard, and a copy will be mailed to you.
ENBlptb: S:IWQSISTORMWATERIADDINF0120061060622.jun06
127 Cardinal Drive Extension, Wilmington, NC 28405-3845 Telephone [phone] FAX [phone]
An Equal Opportunity Affirmative Action Employer

o"�� w A r�9QG
June 21, 2006
Mr. Mark L. Maynard, Manager
Providence Park Properties, LLC
1510-A South Third Street
Wilmington, NC 28401
Subject: Request for Additional Information.
Stormwater Project No. SW8 060622
Providence Park
New Hanover County
Dear Mr. Maynard:
Michael F. Easlev, Governor
William C, Ross Jr., Secretary
North Carolina Department of latviromnent and Natural Resources
Alan %V. Klimek, P.H. Director
Division or Water Quality
The Wilmington Regional Office received a Stormwater Management Permit Application fo
Providence Park on June 19, 2006. A preliminary review of tha information has determin d
that the application is not complete. The fol wing irr�formaattion i�(� eded to c e the
stormwater review:Jv
�o
v Ple�-cl impe sous ariea for Drainage -Basin 1. An entry of 13.54 ac
) is in the bottom of the table of Section 111.6 of the
(app� IiJQ ,and .3/8 ac is lis ed in the supplement and calculations.
Please clarify Drainage Area 2. An entry of ac is listed in the bottom of the
table of Section 111.6 of the application, an 2.05 ac is Iis ed in the supplement
P(' and calculations.
3. Please clarify the labeled Drainage Are er on the plans for Pond #2. It
A
�o� t�
4'� (a
rd6
�! Please provide a copy of the appr9ve�# orps of En ineers juris lctio I
�r determination for the wetlands olrt,G`�. �wi�
7. Please modify Pond #2 to provide a minimum depth of 4' that will then result in
the 75% sediment removal depth being 3.0' (see attached sketch). A minimum
�j depth to sediment of 3' is required to maintain a 90% TSS removal efficiency.
Please label contour line elevations for Pond #2 on Drawing
f6)P -� &CG
appears that the area should be label d and DA-3.
Please label the sq of wetlands being impacted at Building #17 on
Drawing #4, #6, or -
Please Clarify Y121 Ffreet
awing #6. It appears that only the label is illustrated on
the drawing.
r
AW� i��Q�11�t� / /VV5F Wef C'1C .% c�u �tGl � �(dj;/
NonehCarolina
,Xaturally
North Carolina Division of %'Pater Quality 127 Cardinal Drive Extension Wilmington, NC 28405 Phone [phone] Customer Service
%Wilmington Regional Office Internet: www.ncwalerqualitv.0r Fax [phone]
An Equal Opportunity/Affirmative Action Employer — 50% Recycled/10% Post Consumer Paper

Mr. Mark L. Maynard, Manager
June 21, 2006
Stormwater Application No. SW8 060622
Please provide inlet protection at the forebays' inlet pipe discharge for
Ponds #1 and #2.
�(
10. Please clarify the orifice diameter for Pond #1 and revise the drawings and ✓supplements accordingly. The drawings and supplement give a 2"
diameter and the calculations list a 4" diameter (2.4 day drawdown).
Please note that this request for additional information is in response to a preliminary
review. The requested information should be received by this Office prior to June 29,
2006, or the application will be returned as incomplete. The return of a project will
necessitate resubmittal of all required items, including the application fee.
If you need additional time to submit the information, please mail or fax your request for
a time extension to the Division at the address and fax number at the bottom of this
letter. The request must indicate the date by which you expect to submit the required
information.
The construction of any impervious surfaces, other than a construction entrance
under an approved Sedimentation Erosion Control Plan, is a violation of NCGS
143-215.1 and is subject to enforcement action pursuant to NCGS 143-215.6A.
Please reference the State assigned project number on all correspondence. Any
original documents that need to be revised have been sent to the engineer or agent. All
original documents must be returned or new originals must be provided. Copies are not
acceptable. If you have any questions concerning this matter please feel free to call me
at [phone].
Paul T. Bartlett, P.E.
Environmental Engineer
ENB/ptb: S:IWQSISTORMWATERIADDINFO120061060622.jun06
cc: Richard A. Moore, P.E., McKim & Creed, PA
Paul Bartlett

Maintenance activities shall be performed as follows:
1. After every significant runoff producing rainfall event and at least monthly:
a. Inspect the wet detention basin system for sediment accumulation, erosion, trash accumulation,
vegetated cover, and general condition.
b. Check and clear the orifice of any obstructions such that drawdown of the temporary pool occurs within
2 to 5 days as designed.
2. Repair eroded areas immediately, re -seed as necessary to maintain good vegetative cover, mow vegetative
cover to maintain a'maximum height of six inches, and remove trash as needed.
3. Inspect and repair the collection system (i.e. catch basins, piping, swales, riprap, etc.) quarterly to maintain
proper functioning.
4. Remove accumulated sediment from the wet detention basin system semi-annually or A,hcn depth is
reduced to 75% of the original design depth (see diagram below). Removed sediment shall be disposed of
in an appropriate manner and shall be handled in a manner that will not adversely impact water quality (i.e.
stockpiling near a wet detention basin or stream, etc.).
The measuring device used to determine the sediment elevation shall be such that it will give an accurate
depth reading and not readily penetrate into accumulated sediments.
When the permanent pool depth reads J', 0 feet in the main pond, the sediment shall be removed.
When the permanent pool depth reads feet in the forebay, the sediment shall be removed.
N
Sediment Ren\oval El. 1 75
�"'------------ -T%
Bottom E!e �ation 7h
FOREBAY
BASIN DIAGRAM
(Jill in the blanks)
Pennanent Poo! Elevation
Sediment Removal Elevation 75%-� 3, 'IV (tJ
T---- }-___-----^'- -
,
Bottom Elevation
MAIN POND
2 5 % = j,
0' �)n' Ti-r
5. Remove cattails and other indigenous wetland plants when they cover 50% of the basin surface. These
plants shall be encouraged to grow along the vegetated shelf and forebay berm.
6. If the basin must be drained for an emergency or to perform maintenance, the flushing of sediment through
the emergency drain shall be minimized to the maximum extent practical.
Form SWU-102 Rev 3.99 Page 3 of

S

0 0.3 0.6 0.9 1.2 1.5 km
0 0.1 0.2 0.3 0.4 0.5 mi
Map center is 340 18' 59"N, 770 52' 51"W (WGS84/NAD83)
Castle Hayne quadrangle M--9.028
Projection is UTM Zone 18 NAD83 Datum G=-1.625
http://www.topozone.com/print.asp?z=18&n=3800997&e=234911 &s=48&size=m&u=6&... 6/20/2006

�MCIQMFdCREED
DELIVERED
TO: NCDENR — Express Stormwater
127 Cardinal Drive Ext.
Wilmington, NC 28403
AI I'[:N [TON: Cameron Weaver
WE ARE SENDING: ® Originals ® Prints
❑ Specifications ® Calculations
LETTER OF TRANSMITTAL
DATE: June 19, 2006
PRo]Ecr No: 4280-0001
TASK NO: 40
RE: Providence Park
TRANSMITTAL NO:
PACE 1 01: 1
❑ Shop Drawings
❑ Other -
❑ Samp s
11 4-
Quantity
Drawing No.
Rev.
Description
Status
1 + 1
6/5/06
Stormwater Permit Application (original & copy)
G
1
6/5/06
r
Wet Detention Supplement DA 1 (original)
1
6/5/06
Wet Detention Supplement DA 2 (original) ,
C2
1
6/19/06
ilk. I
Design & Stormwater Narrative including calculations
1
Providence Park Properties LLC Operating Agreement
C
2 sets
1 - 4A, 6 - 6C,
15 —17
Providence Park construction drawings pertaining to stormwater
design
G
1
$4,000 Application Fee (check 25180)
Issue Status Code: A. Preliminary B. Fabrication Only C. For Information D. Bid
E. Construction F. For Review & Comments G. For Approval H. See
Action Status Code: 1. No Exceptions Taken 2. Make Corrections Noted 3. Other
4. Amend & Resubmit 5. Rejected -See Remarks
REMARKS:
Cameron — please distribute for formal review. We had our pre -application submittal meeting with Paul on
May 2211d. This submittal reflects input from that meeting. We are continuing to work through and
coordinate design details regarding the wetland pocket. Please advise if you need anything else. Thanks,
243 NORTH FRONT STREET, WILMINGTON, NC 28401 [phone]
cc: Tim Fuller, Biltmark w-enc
File, McKim & Creed w-enc
S:\4280\OWI110-Comm\061906 NCDE NR Trans.d oc
�c�BVEn
�S W1S901n 06_'7-
McKIM & CREED, PA
Signed
Margaret Gray

1,1 c , 0 -3 ;l v "'' , i
NCDENR
North Carolina Department of Environment and Natural Resources
127 Cardinal Drive, Wilmington NC 28405 [phone] FAX [phone]
Request for Express Permit Review
FILL-IN all information below and CHECK required Permits).
FAX or email to Cameron. Weaver(ga ncmail.net along with a narrative and vicinity map of the project location,
Projects must be submitted by 9:00 A.M. of the review date, unless prior arrangements are made,
APPLICANT Name Mark L. Maynard
Company Providence Park Properties, LLC _
Address 1510-A South 3,d Street City/State Wilmington, NC — _Zip 28401 ^ County New Hanover.
Phone [phone] Fax [phone] Email
PROJECT NAME Providence Park
PROJECT SYSTEM(S) TRIBUTARY TO PRINCE G_ FORGE CK _(STREAM NAME) Cape Fear River BASIN
ENGINEER/CONSULTANT Rick A. Moore PE
Company McKim & Creed
Address 243 North Front- St. - _CitylState ,Wilmington, NC Zip 28401 County New Hanover
Phone [phone] Fax [phone] Email ramoore@mckimcreed,corn _
State or National Environmental Policy Act (SEPA, NEPA) — EA or EIS Required ❑ Yes ® No
❑ STREAM ORIGIN Determination; # of stream calls; Stream Name
® STORMWATER ❑ Low Density High Density -Detention Pond ❑ High Density -Other
Wetlands MUST be addressed below ❑ Low Density -Curb & Ginter ❑ High Density -Infiltration ❑ Off Site
COASTAL ❑ Excavation & Fill ❑ Bridges & Culverts ❑ Structures Information
MANAGEMENT ❑ Upland Development ❑ Marina Development ❑ Urban Waterfront
----------------------------------------------------------------------------------------------------------------------------------
LAND QUALITY ❑ Erosion and Sedimentation Control Plan with acres to be disturbed.
—----------- —--- —------ ----------------------------- ------I�{`� ------------------- --------------------
WETLANDS (401) Wetlands on Property ®Yes ❑ No Isoiated Wetlands on Property ❑ yes ❑ No
_Check all that apply Wetlands Will Be Imp` acted ® Yes ❑ No Wetland Impacts: 0.28 Acre(s)
Wetlands Delineation has been completed E,;j�s ❑ ❑ No Buffers Impacted: Acre(s)
USA COE Approval of Delineation comp teiYes ❑ No
,Y s,❑ 404 Application in process w1USAC0 ZNo I Permit received from USACE ❑Yes ❑No
401 Application required ®Yes ❑ N&If'Yes, ❑ Regular ® Express
Additional fees, not to exceed 50% of the original Express Review permit application fee, may be charged for
subsequent reviews due to the insufficiency of the permit applications.
SUBMITTAL DATES
SW
CAMA
LOS
401
Fee Split for multiple permits:
S
For D,`=NR use only
Total Fee Amount $

;i i 2. %006 1 0 3cµ,M
NIO 6956 F' ,
Express Review Narrative
Providence Park
New Hanover County
McKim & Creed Number 4280-0001
May 12, 2006
The project is located in the vicinity of the f--14 uter 1 p and Hi hwa 132. ,—
The tract acreage totals 36.56 acr t a proposed built upon of 37.01/u. Stormwater will drain
to Prince George Creek, Class C-Sw. Access to the tract is provided from Norlb-chase •e Parkway
Northeast and the HighyAy 132 service road -
The proposed use of the tract is an apartment complex. All local approvals have been obtained
to support the design intent.
Page 1of1
S A2MOp07190-Ye: nid S U5}2U5 hs pms, lt+ view Mmjti,'e,n,w

VICINITY MAP

VI El9li6 P .
MCKIN4&CRELU
243 NORTH FRONT STREET
WILMINGTON, NC 28401
TEL, [phone]
FAX: [phone]
FACSIMILE TRANSMITTAL
DESIGNATED RECIl'IENT: L.•��:�,h r -FAX NO:
COMPANY: Gam;" DATE:
SENDER: L1 TIME: _
NUMBER OF TRANSMISSION PAGES (Including this page): ,
PROJECT NUMBER PROJECT NAME
IS YOUR ORIGINAL HARD COPY TO FOLLOW
COMMENTS: ' " IF NOT CORRECTLY RECEIVED OR PAGES FAULTY, PLEASE C&u SENDER AT 9I01343-1048 "
REMARKS:
ATiEN'nON
TIM INFORMATION CONTAINED IN T-IM PACSIMIL6 MESSAI;S IS FIUVILECED AND CONFIDEN'TLAL LVFOIIi AI[ON INTP.NDED ONLY POR THE USG OF THE INDIVIDUAL OR
F.NiITY KAMF4 AWVP, IV TTIp READPI OP THIS MESSAGE LS NUT T'HE INl'UNVED RECIPIENT, OR THE EMYLUYEE UFfOR ACRNT RP-MNSMLE TO DPLTvFR iT TO TTIC
f.Yl6!IUED RECIPIENT, YOU ARF. FIEREnY N(MPIED TTIAT ANY DISSEMNATTUN. DLsfR nmoN OR COPYING OF TH5 COMMVNICATION IS STRICn,Y PR( 61MITFD. TF YOU
HAVE RECEIVED THIS LOMMUNICATiON 1N RRROR, PLEASE NOTSFY US BY T ELEPHONL AND RETURN Tl {E ORIGINAL MESSAC:E TO US AT THS ABOVE ADURES.S VLA T54E U.S.
POSTAL SERVICE. WE WILLREL418URSE YOU FQK ANYCOST5INCURRED.
U\NICE1SMFOXM51 Word \M&C_Fax Cover Letter_W1Ldot
etE V- - W'95

K
,1UN �, 9 2006
NORTH CAROI_INA : PROVIDENCE PARK PROPERTIES LLC
LIMITED LIABILITY COMPANY
NEW HANOVER. COUNT)' OPEPATING AGREEMENT
THIS OPERATING AGREEMENT (the "Agreement") made as of the —th day of Januant,
-1006 by and among the undersigned sole member of PROVIDENCE. PARK PROPERTIES LLC, a
North Carolina limited liability company (the "Company"), such member being hereinafterreferred
to as a "Member" and collectively (if there are more than one) as the "Members".
WITNESSETH:
WHEREAS, the parties hereto desire to oT;anize a limited liabilitycompany to engage solely
and exclusively in the business of the acquisition, development, investment in, leasing, and sale of
that certain real property described in paragraph 3(a) below;
NOW, THEREFORE, in consideration of the mutual promises, covenants and agreements
contained herein, and other good and valuable consideration, the parties hereto agree as follows:
NAME. BUSINESS. AND REGISTERED OFFICE AND AGENT, The Member
hereby forms a limited liability company (an "LLC") under the name of PROVIDENCE PARK
PROPERTIES LLC in accordance with and pursuant to the North Carolina Limited Liability
Company Act, N.C. G.S . Chapter J7C (the "Act"), to engage solely and exclusively in the business of
the acquisition, development, investment in, leasing, and sale of that certain real property described
in paragraph 3(a) below, and the conduct of only those other lawful activities which shall be
necessary or incident to the foregoing limited purpose. The Company shall not engage in any other
activities or business except as set forth above. Upon the execution hereof; the Member shall execute
and file of caused to be filed an Articles of Organization on behalf ofthe Company in the Office of
the Secretary of State ofNorth Carolina. The Members shall door cause to be done all such flings,
recordings or other acts as may be necessary or appropTfate f7om time to time to comply with the
requirements of the Act or otherwise as necessary for the operation of LLC's in the State of North
Carolina. The Company shall promptly reimburse any cost incurred by the Members in connection
with the foregoing. The registered office of the Company shall be. 1510-A South Third Street;
Wilmington, New Hanover County. North Carolina, 28401 and the registered agent at such address
shall be Robert J Hollis. The principal office of the business may but need not be the same as the
registered office.
{01504 STa 19942 G35246}

it
2 TERIAv The Company shall begin as of the date of filing the aforementioned Articles,
and shall continue perpetually unless sooner terminated as provided in paragraph 15 of this
Agreement.
3. CAPITAL: LIABILITY OF MEMBERS.
(a) The Company is formed to construct apartment units on a certain tract of land located
in Wilminmton, New Hanover County, North Carolina (the "Property"). The Member shall
contribute the right to acquire the Property and cash as necessary for the startup costs of the
Company as a capital contribution to the Company. Title to any property acquired by the Company
will be taken in the name of the Company_ According]); the initial capital interests in the Company
shall be as follows:
MEMBER CAPITAL INTEREST
Mark I_., Maynard 100%
(b) Each Member is personally liable for his proportionate part (determined with
reference to his interest in profits as provided in paragraph 4(a)) of any capital contribution required
for continuation of the Company business as determined reasonably and in good faith by the
Manager as provided in paragraph S(a). In the event that any Member refuses or fails to make any
such required capital contribution within thirty (30) days after written notice of the Manager approval
of the additional contributions, then such Member (the "defaulting Member") shall be in default of
this Agreemcnt and the other Members and the Company shall have any and all remedies available at
law or in equity as a result of such default, including i-vithout limitation the right (upon the
affirmative vote ofa majority in voting interest of all Members other than the defaulting Member) to
expel such defaulting Member from the Company, in which event the value to be paid for the
defaulting Member's interest and the mariner of payment shall be determined in accordance with the
provisions of paragraph 12 of this Agreement. In addition, but N-vithout limiting any such rights or
remedies of the other Members or' the Company, the other -Members may, but shall not be required
to, contribute such deficiency to the Company To the extent that any Member does contribute any
deficiency to the Company for the Member failing to do so, such contribution at the sole election of
the contributing Member(s) shall be deemed to be either (i) an additional capital contribution
requiring adjustments to die Percentage Interests as set faith in the neat paragraph, or (ii) a loan to
the defaulting Member repayable on demand which shall bear interest from the date of such
f471504 57B 199,12C35246j

contribution at a rate computed to be FIVE PERCENT (5%) above the prime rate as established in
The Wall Street Journal in effect on the date of such contribution The defaulting Member shall have
no voting rights on matters of Company business, and no Further distributions or withdrawals maybe
made to or by the defaulting Member; until such loan with interest is paid in full. Any distributions,
withdrawals, or -rights thereto that would otherwise be distributed to or withdrawn by the defaulting
Member (including any distribution made on expulsion of such Member as described below) durrng
the term of any such demand loan shall be paid, credited, or accrued to the Member or Members who
contributed the deficiency to the Company and shall be applied as a credit against the amount due
frorn the defaulting Member, but such amounts shall be trezted for boo;: and tar: purposes as if they
had been distributed to the defaultin, Mernber and then paid to the Member or Members actually
receiving the same in respect of the loan Failure to repay any such demand loan within thirty (30)
days after written demand therefor shall be deemed sufficient grounds for expulsion of such Member
from the Company_ In such event, the value to be paid for the defaulting Member's interest and the
manner of payment shall be determined in accordance with the provisions of paragraph 12 of this
Agreement. Except for the payment to liquidate his membership interest in the Company as herein
provided, such defaulting Member shall have no further interest or rights in the Company, its
business or assets.
In the event that the contributing Member(s) elect (upon written notice given to the defaulting
Member) to treat the amount contributed on behalf of the defaulting Member as an additional capital
contribution by them to the Company as provided in item "(i)" in the preceding paragraph, the
Percentage Interests in net profits and net losses described in paragraph 4(a) shall be redetermined
for each Member based on the ratio of his capital account balance as adjusted for the new
contribution and an adjustment made pursuant to the methodology of paragraph 3(e), divided by the
total capital account balances of all Members as adjusted above.
(c) For purposes of paragraphs 3-6 of this Agreement, and with respect only to
allocations and distributions to a Member and capital account maintenance rules (but not with
respect to any other rights including voting rights of a Member), the term "Member" shall include the
assignee, if any. of such Member A separate capital account shall be maintained for each Member;
(i) to which shall be credited:
-3-
',471504 SID '19942 G75246j

L
(A) The amount of money and fair market value of other property
comprising the Membet's capital contributions,
(B) Any allocations of Company income, gains, and profits made
to the Member for book purposes under paragraph 4, and
(C) The amount of any Company liabilities that are assumed by
the Member or that are secured by any Company property distributed to the
Member; and
(ii) to which shall be debited:
(A) The amount of cash and the fair market value of any Company
property distributed to the Member pursuant to any provision of this
Agreement,
(B) Any allocations of Company deductions and losses made to
the Member for boot: purposes under paragraph 4, and
(C) The amount of any liabilities of the Member- that are assumed
by the Company or- that are secured by any property contributed by the
Member to the Company.
(d) Paragraph 3(c) and any other provisions of this Agreement relating to the maintenance
of capital accounts are intended to comply with Treasury Regulations Section 1.704-1(b), as
amended, and shall be interpreted, applied, and modified to the extent necessary to comply with such
Regulations_ For all purposes of this Agreement, the phrase "for book purposes" shall be construed
and applied according to the provisions of Treasury Regulations Section 1.704-1(b).
(e) The gross value of Company property for boot: purposes, and the capital accounts of
the Members, shall be simultaneously adjusted to reflect the gross fair market value (as determined
in good faith by the Manager, subject to the following provisions) of such assets as if the Company
recognized ;ain or loss (determined with reference to the Company's bases in its assets for book
purposes) in an actual disposition of such assets (i) at such times as is permitted under (and pursuant
to the rules of) Treasury Regulations Section 1.704-1(b). as amended, and (ii) upon any other change
in a Member's interest in the Company profits and losses as provided in paragraph 4(a). As
explanation of but not in limitation of item (0 in the preceding sentence, the "book basis" of all
Company assets shall be adjusted to equal their recpective fair market values On the occurrence of
td71304 57a 1994- G352461
-4-

any of the following events: (x) the acquisition of any interest in the Company by any new or -
existing Member in exchange for more than a de minirnis capital contribution; (y) the distribution by
the Company to a withdrawing or continuing Member of money or other property (other than a de
minimis amount) as consideration for an interest in the Company, and (z) the liquidation or
termination of the Company for Federal income tax purposes pursuant to Internal Revenue Code (the
"Code") Section 708(b)(1)(B). Any such adjustment shall take account of the provisions of Code
Section 7701(g).. Any adjustment hereunder to the individual capital accounts of the Members shall
be made by allocations of any such deemed gains or losses in accordance with the Members'relative
interests in such gains or losses as provided in paragraph 4 in effect immediately before the
triggering event described in items "(i)" and "(ii)" of this subparagraph (e). The Manager shall give
w itten notice to all Members of his determination ofthe gross fair market value of Company assets,
which shall be detemiinative regarding such value unless Members representing the majority of the
Company's Percentage Interests give written notice to the Manager within ten days after the original
notice from the Manager of their objections regarding such gross fair market value. in the event of
such objection, the gross fair market value of Company assets shall be determined by appraisal as
follows. The Manager shall reach agreement with the majority in Percentage Interest of the Members
regarding the selection of two qualified appraisers; or in the event of a purchase and sale of a
membership interest, if they are unable to agree as provided above then the purchasing Member(s)
shall select a qualified appraiser and the selling Member shall select a qualified appraiser. Tile two
appraisers sha11 then appoint a third qualified appraiser; and the three appraisers separately shall
appraise such gross fair market value. The average of the two appraisals w1-:i4ch are closest in amount
shall be binding upon the parties hereto; and the other appraisal shall be ignored The Company shall
pay all expenses involved «ith such appraisers; provided however that if the Manager and the
Members are unable to agree as provided above on the first two appraisers, then each Member shall
share proportionately the costs of the appraiser selected by him. For purposes hereof, a qualified
appraiser shall be any entity or person who regularly engages in the valuation of assets of the kind
and nature owned by the Company and who holds itself out as being in such business and qualified
to snake such valuation
-5-
J,M504 StB 19P4? W52,15)

(f) 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.
(g) Except as otherwise provided by the Act or this Agreement, no Member of the
Company, as identified on the signature page hcreofor who subsequent to the date hereof becomes a
Member, shall be personally liable for or obligated to contribute money or -property to or in respect of
the debts, liabilities, contracts, or any other obligations of the Company (unless he was so liable prior
to becoming a Member).
(h) No interest shall be paid on the capital accounts of the Members in the Company.
(i) Except as otherwise provided in this Agreement, no Member shall be liable to restore
a deficit balance in his capital account.
4. PROFIT AND LOSS.
(a) General Allocations. Generally, except as otherwise provided in this paragraph 4, the
net profits of the Company for book and tax purposes shall be allocated to the Members in the
proportions of their relative percentage interests (which are hereafter refened to as the "Percentage
Interests"), as follows:
MEMBERS PERCENTAGE- INTEREST
Marl~ L. Maynard 100%
The provisions of paraotaphs 4(b)-(g) below shall only be applicable during any time period when
the Company is treated as a partnership for federal and/or state income tax purposes.
(b) Stop Loss Allocations. Notwithstanding paragraph 4(a), no allocation of loss or
deduction shall be made which causes or increases a deficit balance in any Member's capital account
as adjusted pursuant to Treasury Regulation Section 1.704-1(b)(2)(ii)(d) (unless such allocation is
otherwise permitted by such Section), and any such deduction or loss allocation shall instead be
made to the Members who are permitted to receive the same in accordance with the provisions of
this Agreement.
(c) Qualified Income Offset. Notwithstanding paragraph 4(a), allocations of rllconle and
gain shall be made to the Members at such times and in such manner as required by the qualified
income offset provisions of Tleastlry Regulation Section I A4-I(b)(2)(ii)(d) in orderto eliminate any
"adjusted" (within the meaning of such Section) deficit capitai account balances which may exist
-6-
�471504 S113 19942 G352-16)

(d) Gross Income Allocations In the event that any Member receives a distribution that
causes or increases a deficit (which he is not liable to restore) capital account balance (as maintained
and adjusted pursuant to paragraph 3) after- taking into account all other provisions concerning
allocations of profits and losses of this Agreement, such Member shall be allocated items of gross
income or gain for the tax year of such distribution in an amount sufficient to eliminate such deficit.
(e) Allocations in Res sect of:Nonrecour,se Liabilities To the extent that the Company
incurs any noruecourse liabilities as described in Treasury Regulations Section 1.704-2, the
following provisions shall apply notwithstanding paragraph 4(a) hereof,
(i) Nonrecourse Deductions Partner nonrecourse deductions shall be
allocated to the Members based upon the ratios in which they bear the economic nisi:
of loss for the applicable liability, and allocations of other noraecourse deductions
shall be made to the Members in accordance with their' Percentage Interests in effect
under Paragraph 4(a), all as determined in compliance with Treasury Regulations
Section 1.704-2, as amended or modified front time to time.
(ii) Minimum Gain Charaeback, Allocations of items of income and gain
of the Company for any taxable year shall be made, prior to any other allocation for
such year under this Agreement or otherwise, to the Members as required by the
minimum gain chargeback provisions of Treasury Regulations Section 1.704-2, as
amended or modified from time to time.
(f) Curative Allocations. The Members acknowledge that allocations made pursuant to
paragraphs 4(b), (c), (d), and (e) above (collectively the "Regulatory Allocations") are intended to
comply with certain requirements of Treasure Regulation Section I,704-1(b). and may not be
consistent with the manner in -vhich the Members intend to share distributions of the Company
Accordingly, in the event any Regulatory Allocations are made to the Members, subsequent ctuative
allocations provided for in this paragraph shall be made in a manner to prevent the Regulatory
Allocations horn distorting the manner in which Company allocations and distributions are shared
pursuant to paragraphs 4(a) and 5, respectively. Such curative allocations of items of Company
income, gain, loss, and deduction shall be made (as determined by the Manager.) in any tax year in
amounts sufficient such that the aggregate ctunulative Regulatory Allocations and the cumulative
curative allocations required by this sentence are made to the Members in proportion to their
-7-
tA71504 5 r6 199-12 035246)

Percentage Interests described in paragraph 4(a) above in effect during the time period affected by
such allocations, as if the Regulatory Allocations had not occurred.
(g) Other Allocations Rules. Aliliough it is intended that par-agrapli 4(a) be the general
rule for allocations of book and tax income or loss, such allocations shall be adjusted or modified in
any given instance to the extent necessary to comply Nvith Section 704(b) and (c ) of the Code and the
Treasury Regulations promulgated thei eunder For -purpose of determining the profits, losses, or -any
other items allocable to any period, profits, losses, and any such other items shall be determined on a
daily, monthly, or other basis using any permissible method under Code Section 706 and the
Treasury Regulations promulgated thereunder; provided, however. that gain or loss from a sale or
other taxable disposition of Company property shall be allocable to the period which includes the
date that the sale or other taxable disposition occurred
5. SALARIES AND DISTRIBUTIONS.
(a) Except as otherwise provided in this Agreement, no Member shall receive any salary,
commission, or fee for services rendered to the Company unless the payment of such salary,
commission, or fee is approved by affirmative vote of a majority in voting interest of the Members;
provided, however, that the Members agree to authorize and have the Company pay reasonable
compensation to any Member who in fact renders any such services to the Company, in amounts
equal to those charged for substantially similar services rendered by arms length third parties at the
time such services are rendered.
(b) Subject to paragraph 5(c), the net cash flow of the Company, less any amount
necessary to establish or increase a working capital reserve, all as reasonably determined by the
Manager, shall be distributed to the Members at such times as may be determined by the Manager
(but no less frequently than annually) in the proportions as are in effect pursuant to paragraph 4(a) at
the time of the distribution. Any such distributions made prior to the actual determination of net cash
flow for a calendar year shall be treated as advances of such net cash flow, and shall be repaid to the
Company by the Members.to the extent they exceed actual net cash flow for- a calendar year. No
distributions under this paragraph a(b) shall have the effect of changing any of the Percentage
interests. Except as provided in this paragraph 5, the Company shall make no distributions of cash
or other property to an}, Member until the liquidation of the Company as provided in paragraphs 5(d)
and 15.
(471504 ST9 19947 035246)

(c) "Net cash flow' shall mean that cash held by the Company as of the end of a calendar
year after reasonable rescrves of cash have been set aside by the Manager (subject to the duties
imposed by paragraph S(c)) for working capital and other cash requirements, including current and
reasonably projected expenses and debt service, current and reasonably projected investment
opportunities, and reasonably anticipated contingencies. For purposes of this paragraph, any
Company assets which are contributed to the Company by the Members, any borrowed funds, and
any cash generated upon the sale or- other disposition of any of the Company assets, including
Company assets which are purchased with borrowed funds and including the cash attributable to
appreciation in value, shall be considered as necessary for investment purposes.
(d) In the event of termination anti liquidation of the Company, then the assets of the
Company remaining after, settlement of Company obligations shall be distributed to the Members in
accordance with their positive capital account balances as adjusted to fair market value pursuant'to
paragraph 3(e), except as otherwise provided.in this Agreement, Any distribution to a Member to
liquidate his interest in the Company other than during the liquidation of the Company, and except as
otherwise provided in this Agreement, shall be in the amount of his positive capital account balance
adjusted as provided above-
(e) If any of the assets of the Company are to be distributed in kind, the fair market value
of such assets shall be determined in accordance with paragraph 3(e) as of the time of such
distribution. Allocations to the Members' capital accounts (using the methodology described in
paragraph 3(e)) shall be made of the amount of gain or loss, if any, which would have been realized
by the Company if such assets had been sold by the Company for prices equal to their respective fair
market values as so determined. Such assets shall be distributed on the basis of the fairmarket value
thereof and any Member entitled to any interest in such assets shall receive the same by separate
distribution of such assets or by distributions of undivided interests therein with all other Members
so entitled, as is determined by the Manager
6. EXCESS LOAN AND CAPITAL TRANSACTIONS PROCEEDS. In the event that
a loan is obtained on security of Company property in substitution or in addition to any existing loan
or in the event of the sale or other disposition of such property in whole or in part, then; upon the
consummation of such loan or the sale or other disposition of such property, as the case may be, the
proceeds thereof shall: subject to paragraph 5(c), be applied in the following order: (a) to the
-9-
{471504 ST13 19942 G352461

discharge of an), esistinq loan, if necessary; (b) to the payment of the expenses incidental to such
loan or the expenses of sale, and any unpaid expenses of operation or maintenance of such property,
as the case may be: and (c) any iernaininn balance to be distributed to the Members in accordance
with the percentages in effect under paragraph 5(b) hereof, subject holvevNr to the applicable
provisions of paragraph 5(d) hereof
7 MEMBERSHIP
(a) Any Member identified on the signature page of this Agreement or who becomes a
new Member upon compliance with paragraph 18 below shall continue as a Member until his
membership in the Company ceases. Unless otherwise agreed by the Manager; a Member's
membership in the Company shall cease upon the events specified in N C.G.S Section 57C-3-0?1
including the Members voluntary withdrawal from the Company (if permitted by paragraph 1 I or
otherwise by unanimous consent of the Members), the Member's assignment of his entire interest in
the Company in accordance with this Agreement, the removal of the Member as provided in this
Agreement, an act of Bankruptcy by the Member as defined in paragraph 12, the Member's death or
adjudication of incompetency, termination of a Member which is a trust, liquidation ofa Member
which is a partnership, LLC, or corporation, or distribution of its entire interest in the Company by
an estate or trust Member or by a partnership, LL.C, or coiporate Member. When the Member's
membership in the Company ceases, he shall have no rights greater than those of an assignee as
provided in Section 57C-5-02 of the Act.
(b) All Members shall have access to such information and records of the Company as
provided in Section 57C-3-04 of the Act, subject to the limitations provided therein
(c) For purposes of this Agreement, whenever a decision or action by the Members on
behalf of the Company is callcd for and except as otherwise provided in this Agreement, then each
Member shall be entitled to one vote (or fraction thereof) for - each percentage point of his Percentage
Interest in Company profits as provided in paragraph 4(a) at such time. Except as other -wise
provided in this Agreement, a simple majority of the votes of the Members shall be sufficient to
approve any such action or decision
(d) Except as otherwise p1ovvided in this Agreement, the following matters shall require
the affirmative vote of the holders of not less than nvo-thirds (2/3) in voting intcresi of the Members:
-I 0-
(471504 STD :9R42 G352gG1

(i) The arnendment of this Agreement (except for an), matter the approval
of which under, this Agreement shall require a greater vote, in which event such
greater vote shall be required for the amendment and except for any matter changing
the relative economic rights (excluding item "(iv)" below) of the Members which
shall require a unanimous vote),
(ii) Merger or conversion of the Company,
(iii) The sale, transfer, encumbrance, or other disposition of all or
substantially all of the assets of the Company,
(iv) The admission of a ne-w Member to the Company, subject to
compliance with paragraph 15 below,
(v) The incurrence of indebtedness by the Company other than in the
ordinary course of business, -
and
(vi) A fundamental change in the nature of the business of the Company.
(vii) The voluntary dissolution and winding up of the Company (subject to
paragraph 15).
S. MANAGEMENT
(a) All Members are not necessai ily managers by virtue of their status as Members, and a
manager need not be a Member of the Company. The initial Manager of the Company (the
"Manager") shall be Marl: L. Maynard. Each Manager shall continue as a Manager of the Company
with all rights, authority, and responsibilities provided in this Agreement until the time that he or she
ceases to be a Manager as provided in paragraph 8(e) below, whereupon his successor shall be
appointed as provided therein. While any note and deed of trust with related special or single purpose
entity requirements remains outstanding (a "Note" and "Deed of Trust", collectively with any
documents related to such loan being referred to as the "Loan Documents", with the lender thereof
being referred to as the "Lender"), the authority granted to the Manager in this paragraph $(a) shall in
all events be subject to any such Note and Deed of Trust, and may be exercised solely to the extent
necessary to accomplish the limited and restricted purposes of the Company set forth in paragraph 1
above.
{471504 S13 r9442 G35246)

(b) Subject to (fie riglit of Members to vote as provided in this Agreement, the Manager
shall have the sale and exclusive right to managethe business of the Company If there is more than
one Manager at anv time during the terra of the Company, all decisions or actions lobe taken by the
Managers shall require their unanimous approval; provided, however, that the signature of only one
Manager shall be required to bind the Company in any writing to be signed by the Company
including, without limitation, those described in items (iii-v) below_ Accordingly, subject to
paragraph 8(c), Manager(s) shall have all of the rights and powers which may be possessed by a
manager under the Act including, without limitation, the right and power to (in the name and on
behalf of the Company):
M acquire by purchase, lease or otherwise any r eal or personal properly
which may be necessary, convenient, or incidental to the accomplishment of the
purposes of the Company;
(ii) operate, maintain, finance, improve, construct, own, grant options
with respect to, sell, convey, assign, mortgage, and lease any real estate and any
persona] property necessary, convenient, or incidental to the accomplishment of the
purposes of the Company;
(iii) borrow money and issue evidences of indebtedness necessary,
convenient, or -incidental to the accomplishment of the purposes of the Company, and
secure the same by mortgage, pledge, or other lien on any Company property, in any
amount;
(iv) execute any and all agreements, contracts, documents, certifications,
and instruments necessary or convenient in connection with the management,
maintenance, development and operation of Company property and Company
business;
(v) execute, in furtherance of any or all of the purposes ofthe. Company,
any deed, lease, mortgage, deed of trust, mortgage note, promissory note, bill of sale,
contract, or other instrument purporting to obligate the Company or convey or -
encumber any or all of the Company property;
-1?-
{ I71504 SIB 79942 G35746)

(vi) prepay in whole or in part, refinance, recast, increase, modify, ar
extend any liabilities affecting the Company property and in connection there%vith
execute an), extensions or renewals of encumbrances on any or all of the Company
property;
(vii) care for and distribute funds to the Members by way of cash, income,
return of capital, or otherwise. all in accordance with the provisions of this
Agreement, and perform a]1 matters in furtherance of flit-, objectives of the Company
or this Agreement;
(viii) contract on behalf of the Company forthe employment and services of
employees and independent contractors and delegate to such persons the duty to
manage or supervise any of the assets or operations of the Company; and
(ix) engage in any kind of activity and perform and carry out contracts of
any kind (including contracts of insurance covering risks to Company property and
Manager liability) necessary or incidental to, or in connection with, the
accomplishment of the purposes of the Company, as may be lawfully carried on or
performed by an LL.0 under the laws of each state in which the Company is then
formed or qualified.
No Manager shall be liable, responsible or, accountable in damages or otherwise to any of the
Members for ally acts performed by such Manager within the scope of his authority except for'
liability of a Manager as set forth in Section 57C-3-22 of the Act and except for acts of willful
misconduct, fraud, bad faith, gross negligence, or breach of his obligations or representations under
this Agreement or any other agreement with or obligation to the Company.
(c) The Managers owe fiduciary duties to the Company and all Members in accordance
with all applicable standards of business entity law Each Manager is expressly prohibited from
retaining or deriving any personal benefit from any income or net cash flow of [lie Company other -
than that income or net cash flow expressly distributable to such Manager in his or her capacity as a
Member under this Agreement. No Manager may use his or her authority as Manager to accumulate
or distribute the net cash flow and assets of the Company in any manner which would have the effect
of shifting.the sane to airy person other than the Member entitled to receive it pursuant to such
Member's Percentage Interest in the Company. No Manager may use management authority
-1�-
t47r50a STB 19942 G352a6)

hereunder in a manner to promote such Manager's personal interests at the expense of the Company
or any Member.
(d) Except as otherwise provided in this Agreement or as may be pennitted underthe Act,
the Members shall take no part in, or at any time interfere in any manner with the management,
conduct or control of the Company's business arid operations and shall have no right or authority to
act for OILhind the Company in any manner whatsoever.
(e) Any Manager May resign or be removed for cause by the unanimous affirmative vote
of 75% of the voting interest of the Members, undertaken reasonably and in good faith The term
"Foy cause" shall mean:
('i) A Manager's failure or refusal to perform those duties which he is
required hereunder or by lay%, to perform. in furtherance of the business of the
Company;
(ii) A Manager's intentional activity which causes material injury to the
Company;
(iii) A Manager's commilting a fraud against the Company or using or -
appropriating for personal use or benefit funds or properties of the Company when
not authorized to do so;
(iv) A Manager's committing an act of gross negligence regarding the
business of the Company; or
(v) In conducting his own affairs or those of the Company, a Manager's
jeopardizing the status of the Company for purposes of federal income taxation in
accordance with the then eNisting provisions of the Internal Revenue Code, as
amended, and the regulations promulgated thereunder, or the policies ofthe Internal
Revenue Sen--ice.
Upon a Manager's resignation, removal, death, adjudication of incompetence, or- upon any other
event specif ed in Section 57C-3-21(3} of the Act, the affected Manager shall cease to be a Manager
and the Members shall elect a successor Manager to replace the former Manager, upon the
affirmative vote of a majority in votingy interests of the Members.
(f)- Each Manager and Menmber may have other business interests and may engage in any
other business or trade, profession, or employment whatsoever, oil his o-�vn account, or in partnership
-) 4-
1471504 STB i9942G352,16)

with or as an employee of or as an officer, directnr, shareholder, manager, member or partner of any
person, firm; corporation, LLC, or partnership. and Ire shall not be required to devotc his entire time
to the business of the Company. No Manager OT'Nlernber shall be obligated to devote more time and
attention to the conduct of the business of the Conrpany than shall be required for the supervision of
the ownership, development, operation, and management of the Company's property and business.
(g) The Company is express)), permitted in the nonnal course of its business to enter into
transactions with a Manager or wilh any Affiliate (as hereinafter defined) of a Manager, provided
that the price and other terms of such transactions are fair to the Company and that the price and
Other terms of such transaction are not less favorable to the Cornpany than those generally prevailing
with respect to comparable transactions The terns "Affiliate" shall mean any member-, manager,
shareholder or partner in or of the Manager, or any LLC, corporation, partnership or other entity in
which the Manager or any member, manager, shareholder or partner of the Manager has an interest,
or any person related by blood or marriage to the Manager, or otherwise any person or entity
considered to be a related person within the meaning of Treasury Regulation Section 1,752-4(b)
(h) Mark L.. Maynard is specifically authorized to act as the "Tax Matters Partner" under
the Code and in any similar capacity under state or local law.
(i) While any Note and Deed of Trust remain outstanding, the Company:
(i) will not materially amend its operating agreement or the Company's
articles of organization without first obtaining approval of the Lender pursuant to the
Note;
(ii) will not engage in, seek or consent to any dissolution, winding up,
liquidation, consolidation or- merger, and, except as otherwise expressly permitted by
the Loan Documents related to the Note, will not engage in, seek or consent to any
asset sale or- transfer of membership interests:
(iii) %without the unanimous consent of all ofthe Company's Members, will
not with respect to itself or, if applicable, to any other corporation, limited
partnership, general partnership, limited liability company, or trust (each, an "Entity")
in which it has a direct or indirect legal or beneficial ownership interest (A) file a
banlcruptcy, insolvency or- reorcnni.zatron petition or otherwise institute insolvency
proceedings or otherwise seek any relief under any laws relating to the relief nonr
-1 �-
1471504 STB 19942 G35246)

debts or the protection of debtors genet ally. (B) seek or consent to the appointment of'
a receiver, liquidator, assignee, trustee. sequestraLOT, custodian or any simiIarofficial
for such Entity or all or any portion of such Entity's properties, (C) make any
assignment for the benefit of such Entity's creditors, or (D) take am action that might
cause such Eritity to become insolvent;
(iv) will have no indebtedness other than the Note and commercially
reasonable unsecured trade payables in the ordinary course of business relating to the
ownership and operation of the Property which are paid within sixty (60) days of the
date incurred:
(v) will not assume or guar antce or become obligated for the debts of any
other person or Entity or hold out its credit as being available to satisfy the
obligations of any other person or Entity, except for the Note;
(vi) will not pledge its assets for the benefit ofany other person or Entity;
(vii) will not make loans to any person or Entity; and
(viii) will continue to be organized solely for the purpose of owning the
Property, will not engage in any business unrelated to those activities with respect to
the Property set forth in paragraph l above, and «•ill not have any assets other than
those related to the Property.
9. INDEMNIFICATION. The Company shall indemnify every Manager in respect of
payments made and personal liabilities reasonably incurred by the Manager in the authorized conduct
of the Company's business or- for the preservation of its business or property. Moreover, the
Company shall indemnify any Manager or Member, «vho is wholly successful (oil the merits or
otherwise) in the defense of any proceeding to which he was a party because lie is or was a Manager
or Member of the Company, against reasonable expenses incurred by him in connection with the
proceeding. Except as provided below or as otherwise provided in the Act, no Manager shall be
personally liable for monetary damages for breach of any duty to the Company, and the Company
shall indemnify any Manager or Member against judgements, settlements, penalties, fines, or
expenses incurred in a proceeding to which such Manager or Member is a party because he is or was
a Manager or Member of the Cornpary, as providcd in Section 57C-3-32(a) of the act
No0vithstanding the f6regoing, the personal liability of a Manages- shall not be limited and the
-1G-
(471.10-1 S'I6 1?943 0?52461

Company shall not indemnify liim Nvith respect to (i) acts or omissions that the Manager knew at the
time of such acts or omissions were clearly in conflict with the interests of the Company, (ii) any
transaction from which the Manager derived an improper personal benefit, (iii) acts or omissions
occurring prior to the date of this Agreement, all as provided in Section 57C-3-32(b) of the Act, or
(iv) the Manager's acts of willful misconduct, fraud, bad faith, gross negligence, or breach of his
obligations or representations tinder this Agreement for which the Manager would be. liable.
Notwithstanding anything contained herein to the contrary, any indemnification of the Company's
Members or Manager shall be firlly subordinated to any obligations respecting the Properly
(including without limitation any Deed of Trlrst), and such indemnification sliall not constitute a
claim against the Company in the event and to the extent that cash flow in excess of amounts
necessary to pay holders of such obligations, is insufficient to pay tare indemnification rights set forth
in this paragraph 9.
10 ASSIGNMENT. (a) Except as othenvise provided in this Agreement, each Member
is prohibited from selling, assigning, transferring, setting over, mortgaging, creating a security
interest in, or hypothecating his interest in the Company or the Company assets in any manner
whatsoever, including without limitation any transfers incident to separation, divorce, or equitable
distribution, nor may the interest of an,), of the Members in the Company or the Company assets be
transfen-ed by operation of law or by any assignment by operation of law, unless otherwise agreed in
writing by all Members. Any assignment in violation of this paragraph 10 shall be null and void.
(b) In addition, any membership interest transferred in breach hereof shall immediately
lose all voting rights related to such interest until such time as the breach is cured by a transfer back
to the Member previously holding such interest and all other steps necessary to unwind the
prohibited transfer have been taken
(c) The foregoing notwithstanding, a Member ("Selling Member") may sell his interest io
a bona fide purchaser (who has made a bona fide written offer to purchase the Selling, Member's
interest), subject to the right of first refusal contained Herein.. In such event, the Selling Member
shall in writing express an intention to accept such offer and make an offer ("the Offer") to the other
Members to purchase the Selling Member's interest upon the same terms and conditions as contained
in said bona fide offer; a copy of which shall be attached to the Offer, to the other Members. The
other Members shall have sixty (60) days from receipt of the Offer v,,ithin which to accept the Offer.
-17-
(471 SO4 STD 19942 C)35'_;0)

Any of the other Members collectively desiring to purchase all, but not less than all, of [lie
membership interest being offered, shall do so in the proportions that their Percentage Interests bear
one to the other; provided that if any such Mernber does not Nvant to purchase the full portion ofthe
interest to which he. is entitled, such portion may be purchased by the other purchasers in the manner
provided above Alternatively, if all of the other Members agree, the Company may exercise this
first right of refusal and purchase and liquidate the Selling Member's interest upon the terms and
conditions of this paragraph, If .(he other Members or the Company do not accept the Offer to
purchase the entire membership interest being offered within sixty (60) days of its receipt, then the
Selling Member may transfer his interest pursuant to the terms of the bona fide offer provided that
such transfer occurs within ninety (90) days after the receipt of the Offer by the other Members..
Such transfer shall only entitle the transferee to the transferor's interests in the Company's profits and
losses, distributions, and capital as an assignee in accordance with Section 57C-5-02 of the Act, and
the transferee shall receive the same only as provided in this Agreement. Such transfer shall not
entitle the transferee to become a Member in the Company and the transferee can only become a
Member pursuant to the provisions of paragraph 18 hereof: 1n the event that the Selling Mcmber
shall not make such transfer within the aforesaid time period then the preceding provisions of this
paragraph shall again be complied with and a new offer shall be made before any transfer may
thereafter be made. Any transferee or assignee of an interest pursuant to this Agreement (who has
not become a Member) shall have all the obligations imposed upon a Member, as set forth in this
Agreement with respect to the transferred interest.
(d) Notwithstanding the fbregoing, each Member may from time to time transfer a
portion or portions of his interest in the Company as a gift directly to or in trust for the benefit of his
spouse, children or -issue or to another Member; provided that the transferee is not entitled to become
a Member of the Company except pursuant to paragraph 18. Unless the transferee becomes a
Member, such transfer shall only entitle the transferee to the transferor's interests in the Company's
profits and losses, distributions; and capital as an assignee (to the extent of the transferred interest) in
accordance with Section 57C-5-02 of the Act, and the transferee shall receive the saute only as
provided in this Agreement.
(e) Without the written consent of the Manager, no transfer, sale, err exchaiwe of an
interest in the Company may be made if the interest sought to be transferred, sold or exchanged,
-ls-
{47[504 573 0942C,153461

when added to the total of all other, interests transfened, sold or exchanged %vithin the period of
twelve consecutive months prior thereto. would result in the tennination of the Company under
Section 708 of the Code..
1 i . WITHDRAWAL. Without the wnanimous written consent of the Manager; a Member -
may not voluntarily withdraw from the Company and thereby requite the Company to dissolve and
liquidate or to purchase or redeem such Member's interest.
12. EXPULSION.
(a) Should any Member (a "defaulting Member") (i) violate any of the provisions of this
Agreement (which violation remains unc0ted thirty. (30) days after ;),,ritten notice thereof to Elie
defaulting Member, or in the case of a tequirement to contribute money to the Company, within
thirty (30) days after written request therefor has been given) including (but not limited to) (A) the
failure to make any capital contribution required under paragraph 3, (B) the transfer or attcrnpted
transfer of an interest in the Company in breach of this Agreement, or (C) the withdrawal or
attempted withdrawal from the Company in breach of this Agreement; (ii) or by misconduct or
willful inattention to the business welfare of the Company seriously injure the business of the
Company (as determined reasonably and in good faith by the unanimous decision of the
nondefaulting Members); (iii) become Bankrupt as defined in paragraph 1 ?(c); or (iv) if in
connection with any judicial proceedings involving such Member's separation, divorce, or equitable
distribution the Company or any otherMember receives any,judicial notice or process which makes
or purports to make the Company or any other Member a party to such proceeding; (any of such
events constituting a "default") then, the remaining Members by unanimous vote shall have the right
within the six (6) month period after the event constituting the default to elect that the defaulting
Member's interest in the.Company be purchased and redeemed by the Company.. the election to be
e),ercised by w7itten notice to the defaulting Member if such AZitten notice is given, the defaulting
Member shall be deemed to � vithdraw from the Company on the date fixed in such notice (the
"Effective Date"), which must be on the last day of a month not later than sixty (60) days after such
notice is given. On such withdrawal, the defaulting Member shall be entitled to be paid by the
Company an amount for his membership interest calculated and payable as provided in paragraph
12(b) below. Any loss due to such default shall be chargzd against the capital account of the
defaulting Member before he is cntrtied to receive the above payment. A defaulting Member shall
-19-
1471304 STB 19942 c352-15)

not be entitled to any voting rights as a Manager concerning any matter of Company business while
any such default shall remain uncured. For all purposes of this paragraph 12, any such event of
default by an assignee of a membership interest hereunder (if such assignee has not in fact become a
Member), shall be deemed a default by such assignee and shall subject such assignee's interest to the
purchase options of this paragraph
(b) The price to be paid for a defaulting lvlember's interest shall be equal to the capital
account balance of the defaulting Member as if it were adjusted to fair market value in accordance
with the methodology described in paragraph 3(c) hereof as of the Effective Date. Unless otherwise
agr eed to by the parties, the purchase price shall be paid on a level payment amortization basis, with
principal and interest being due and payable in five (3) equal armual installments beginning one (1)
year after the Effective Date, with interest on the unpaid balance accruing from the Effective Date at
a fixed rate equal to the Prime Rate as published in The Wall Street Journal existing on the Effective
Date but in no event less than the applicable federal rate established pursuant to the Internal Revenue
Code for such month The Company shall execute a promissory note in the amount of the purchase
price in accordance with the terms hereof which shall be secured as provided in paragraph 14.
(c) For purposes of this Agreement, the terra "Bankruptcy" shall mean and a Member
shall be deemed "Bankrupt" upon (i) the entry of a decree or order for relief of such Member or
adjudication of such Member's insolvency by a court of competentjurisdiction in any involuntary
case involving such Member under any bankruptcy, insolvency or other similar law no%v or hereafter'
in effect; (ii) the Member's seeking, consenting to, or acquiescing in, the appointment of a receiver,
liquidator, assignee; custodian, trustee, sequestrator or other similar agent for such Member or for
any substantial part of such Member's assets or property; (iii) the ordering of the winding up or
liquidation of such Member's affairs or of any substantial part of such Member's assets or property;
(iv) the Member's filing of a petition or- answer seeking for such Member any reorganization,
arrangement, composition, readjustment, liquidation; dissolution, or similar relief under any statute,
law, or regulation; (v) the commencement by such Member of a voluntary case under any
bankruptcy, insolvency ter other similar late now or hereafter in effect; (vi) the Member's fling an
answer or other pleading admitting or failing to contest the material allegations of a petition filed
against the Member in any proceeding described in (he prior items ofthis paragraph; (vii) the making
by such Member of any general assignment for the benefit of creditors; (viii) the continuation ofany
(47)504 s ra IV942 035276j

proceeding against the Member seeking reorganization, arrangement, composition, readjustment,
liquidation, dISSQlution, or similar relief tinder any statute, law, or regulation. for 120 days after the
commencement thereof; or (ix) the appointment of a trustee, receiver, or liquidator for the person or
al] or -any substantial part of the person's properties without the Member's agreement or acquiescence,
which appointment is not vacated or stayed fo1 120 days or, if the appointment is stayed, for 120
days after the expiration of the stay during which period the appointment is not vacated.
I3 DEATH OF MEMBER Upon the death of any Member or assignee, the decedent's
heir, legatee or beneficiary, as the case may be, shall succeed to the decedent's interest in the
Company in the same manner and in all respects as the decedent and become a Member if decedent
was a Member
14 SECURITY FOR PAYMENT Except as otherwise provided in this Agreement, if
any part of the purchase price payable to a Menrber hereunder is paid by the purchaser's delivery of a
promissory note payable to the selling Member, then the purchaser shall secure such deferred
payment as follows If the purchaser is another Member, then the purchasing Member shall grant to
the selling Member a security interest in the interest being purchased. The security interest shall be
perfected by the purchaser's (i) executing a written security agreement and financing statements in
.form suitable to the selling Member and filing the financing statements in the Secretary of State's
office in North Carolina and in such other places as shall be necessary toperfect the security interest
of the selling Member, and (ii) undertaking any other actions as shall be necessary to perfect the
security interest of the selling Member. If the purchaser is the Company, the Company shall deliver
with its promissory note to the selling Member a deed of trust on the Company's real property
(subject to any existing deed of trust or, other encumbrance on the same) in form suitable to the
selling Member, which deed of trust shall be recorded as required by law to perfect the selling
Membci's security in the sane. if the Company has no real property or to the extent that the equity in
such property is reasonably deemed inadequate by the seller, the Company shall grant to the selling
Member a security interest in its personal property (subject to any existing perfected security interest
thereon), which shall be perfected by the Company's executing and filing financing statements as
provided above So long as any part of the purchase price is unpaid, the selling Member shall have
all of the rights, elections and remedies available to a secured party under the Uniforn-i Commercial
Code as in effect in the State of North Catalina.
-21-
{471504 S7'3 19942 035246)

15. DISSOLUTION AND WINDING UP The Company shall be dissolved and its
affairs %wound up only upon the affirmative vote of the Members pursuant to paragraph 7(d) and the
consent of the Manager. The Manager shall not consent io the dissolution of the Company while any
Note shall remain outstanding, without the prior- consent of 1he Lender for such Note. Unless
otherwise required by Iaw or this paragraph, no event, including a Member's death, adjudication of
bankruptcy, of other cessation of niembership in the Company, shall dissolve the Company.
Notwithstanding the foregoing, if any dissolution of the Company shall occur by operation of law or
other -wise, the Company shall continue and not be liquidated and terminated if (i) there is at least one
remaining Member and (ii) the remaining Members elect to continue the Company pursuant to the
affirmative vote of a majority of the voting interests of the remaining Members, such election to be
made within ninety (90) days after the event of dissolution. If such vote is not obtained, for so long
as any Note remains outstanding, the Company shall not liquidate the Property without first
obtaining approval of the Lender for any such Note.. Any such bender may continue to exercise all
of its i ights under the existing security agi cements and Deed of Trust until the Note has been paid in
full or otherwise completely discharged. If the Company is dissolved and is not continued as
provided above, the Manager shall wind tip the affairs of the Company and liquidate and terminate
the Company in accordance with the provisions of the Act and paragraph 5(d).
15_ BANKING. All funds of the Company slrall be deposited in its name in such
checking account or accounts as shall be designated by the Manager. All withdrawals therefrom are
to be made upon checks signed by a signatory designated to the bank by the Manager.
IT BOOKS, The Company shall maintain such books and records as the Manager shall
deem adequate. All books, records and accounts of the Company shall be open to ail Members
during normal business hours For the purpose of Company accounting and for income tax
reporting, the books shall be maintained on a cash or accrual basis as the Manager shall determine.
The Company's fiscal year shall be the calendar year At the close of each fiscal year, the Company's
books shall be closed and the Manager may cause the books to be audited, reviewed, or compiled by
an independent certified public accountant, Statements showing the results of operation shall be
prepared and supplied to ;ill Members
18. ADMISSION OF IvfEl. f3ERS. Except as othen�rise provided in this Aa eem;nt, ne.v
Members shall be admitted into the Company only upon the affirmative vote of the Members as
_?2_
ta71501 S T 9 19942 G35246)

provided in paragraph 7(d)(iv), the consent of the Manager, and such new Membci's 1) making any
capital contribution to the Company required by the Manager, and 2) signing an agreement to
observe and be bound by all terns and provisions of this Agreement.
19 NOTICES. All notices shall be given by registered orcertified mail addressed to the
Members at their most recent addresses as maintained in the books and records of the Company.
Any Member may change such address by-wiitten notice sent by registered or certified mail to the
Manager.
?0. INVESTMENTREPRESI'NTATION. Each Mernberrepresents, warrantsand agrees
that he is acquiring his membership interest in the Company sole]), for his cmnz ;recount to bold for
investment only and with no intention of dividing his participation with others or participating
directly or indirectly in a distribution of such interest, and not with a view towards resale or
distribution of all or any part thereof, nor with the intent of selling or otherwise distributing his
membership interest at any particular time or upon the occurrence or non-occurrence of any
predetermined event; and further represents, warrants and agrees that lie has had free access to all
documents, infornation, books and records in the possession and control of the Manager relating to
the Company and its business Each Member further represents that by reason of his knowledge and
experience in financial and business matters, he is capable of evaluating the ride of investing in the
Company. Each Member understands that he must bear the economic risk entailed in purchasing the
membership interests in the Company, and that the membership interests have not been registered
under the Securities Act of 1933 or qualified under the securlties laws of any State and may not be
sold because they are subject to the restrictions on transfer set forth in this Agreement,
21. SEPARATENESS/OPERATIONMATTFRS.. Notwithstand ingariytlxngcontained
herein to the contrary, in order to preserve and ensure its separate and distinct limited liability
company identity, while any Note remains outstanding the Company
(i) will not fail to correct any known misunderstanding regarding the separate
identity of such Entity,
(ii) wiI] maintain its accounts, books and records separate from any other person
or Entity,
(iii) will maintain its hooks. records; resolutions and agreements as .official
records,
_23_
{4715045tB 19942G35246,

Entity,
(iv) will not contminble its funds or assets with those of any other person or
(v) will hold its assets in its own name,
(vi) will conduct its business in its name,
(vii) will maintain its financial statements, accounting records and other Entity
documents separate from any other person or Entity,
(viii) will pay its own liabilities out of its own funds and assets,
(ix) will observe all limited liability company formalities,
(x) will maintain an arms -length relationship with any person or Entity directly m
indirectly controlling, controlled by, or under common control with the limited liability
company, or any person or entity owning a material interest in the Company, either directly
or indirectly (collectively, the "Affiliates"),
(xi) will not acquire obligations or securities of its beneficia] owners or members,
(xii) will allocate fairly and reasonably shared expenses, including without
limitation shared office, and will use separate stationary, invoices and checks,
(xiii) will hold itself out and identify itself as a separate and distinct Entity under its
own name and not as a division or part of any other person or Entity,
(xiv) will not identify its members or any Affiliates as a division or part of it,
(xv) will not enter into or be a party to, any transaction with its members or its
Affiliates except in the ordinary course of its business and on terms which are intrinsically
fair and are no less favorable to it than would be obtained in a comparable arms -length
transaction with an unrelated third party,
(xvi) will pay the salaries of its own employees from its own funds, and
(.xvii) will maintain adequate capital in light of its contemplated business operations_
??. CONFIDENTIALITY. Each Member agrees to treat all matters and information, of
whatever nature or kind, related to the Company's business as confidential information entrusted to
him solely for use in his capacity as a Member of the Company, and each Member hereby expressly
acknowledges an agency and fiduciary relationship of trust and confidence to all other, Members in
connection with this confidentiality covenant. No Member- of the Company shall use any such
information or divulge, disclose or communicate such information in anyway to any person or entity
-24-
(n71504Sre 19942G352-16�

other than to a Member or Manager or other authorized agent of the Company for use in the business
of the Company during or after his panicipatson as a Member of the Company Specifically, the
business records of the Company shall be treated by all Members as confidential and therefore may
be disclosed only to the following persons under the following circumstances: (a) a Member's legal
counsel; (b) a certified public accountant or other financial advisor for the purpose of allowing such
persons to prepare the Member's personal income tax returns or estate tax returns upon death of a
Member. or otherwise for the purpose of providing financial p€arming services to a Member; and (c)
a bank or financial institution for the purpose of providing financing to a Member. In the event that
it becomes necessary for a Member to disclose the Company's business records to third parties
pursuant to an order of a court or pursuant to any other judicial or quasi judicial process, or the
disclosure of such records is othenvise necessary in any legal proceeding or in any impending legal
proceeding between the Member and a third party, the Member shall immediately notify the
Company of the scope and nature of the necessary disclosure, and prior to the disclosure the Member
shall take all steps reasonably necessary to obtain either -entry of protective order or the execution
of a confidentiality agreement that requires the parties to whom the business records ,rill be
disclosed to maintain the confidential nature of such records, Except as expressly provided herein,
the business records of the Company shall not be disclosed to Hurd parties without the Company's
prior xviirten consent. This confidentiality covenant shall not extend to infonnation or matters that
are in the public record or otherwise generally available in the public domain_ The confidentiality
covenant contained in this paragraph shall survive and extend for a period of five (5) years following
the termination of this Agreement.
23. COUNTERPARTS. This Agreement may be executed in several counterparts, each
of which shall constitute an original, but all so executed shall constitute one agreement binding on all
parties hereto.
24. I1\1URENIENT. The covenants and agreements contained herein shall inure to the
benefit of and be binding upon all of the parties hereto and their respective executors, personal
representatives, successors in interest, heirs or legatees, and assigns.
25 APPLICABLE LAW. This Agreement, the relations, rights, and duties of the
Members among themselves, and all matters pertaining to the Company and its property shall be
governed by the statutes and laws of the State of North Carolina applicable to LLC's
{4715N STB 19942G35246)

D, WITNESS WHEREOF, the parties hereto have sig red this Agreement under seal as of the
day and year first above written.
(SEAL)
MART: L. MAYNARD�
PROVIDENCE PARK PROPERTIES LLC (SEAL)
By: (SEAL.)
MARK L. MAYN D, Vanager
_? 6-
t47150.1 ST13 19942 0352,461

Page 1 of 1
North Carolina
Elaine F. Marshafl EPART ENT OF THE
Secretary SECRETARY of STATE
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PO Box 29622 Raleigh, NC 27626-0622 [phone]
Date: 6/20/2006
Click here to:
View Document Filings 1
71 Print apre-populated Annual Report Form I Annual Report Count I Fil
an Annual Report I
Corporation Names
Name Name Type
NC Providence Park Legal
Properties LLC
Limited Liability Company Information
SOSID:
Status:
Date Formed:
Citizenship:
State of Inc.:
Duration:
Registered Agent
0823101
Current -Active
1/18/2006
Domestic
NC
Perpetual
Agent Name: Hollis, Robert J.
Registered Office Address: 1510 - A S. Third Street
Wilmington NC 28401
Registered Mailing PO Box 1229
Address: Wilmington NC 28402-1229
Principal Office Address: No Address
Principal Mailing Address: No Address
For questions or comments about the North Carolina Secretary of State's web site, please send e-mail to Webmaster.
littp://www.secretary,state,nc, us/Corporations/Corp.aspx?Piteinld=7900803
6/20/2006

SOSID: 0823101
Date Filed: 1/18/2006 8:49:00 AM
Elaine F. Marshall
North Carolina Secretary of State
C200601300488
State of North Carolina
Department of the Secretary of State
Limited Liability Company
ARTICLES OF ORGANIZATION
Pursuant to §57C-2-20 of the General Statutes of North Carolina, the undersigned does hereby
submit these Articles of Organization for the purpose of forming a limited liability company.
1. The name of the limited liability company is PROVIDENCE PARK PROPERTIES LLC
2. This limited liability company shall survive in perpetuity.
3. The name and address of each person executing these articles of organization is as
follows:
Stephen T. Byrd
Organizer
3605 Glenwood Avenue Suite 500
Raleigh, NC 27612
4. The street address and county of the initial registered office and principal office of the
limited liability company is 1510-A S. Third Street, Wilmington, New Hanover County,
North Carolina 28401.
The mailing address of the initial registered office is PO Box 1229, Wilmington, North
Carolina 28402-1229.
6. The name of the initial registered agent is: ROBERT J. HOLLIS.
Except as provided by N.C.G.S. Section 57C-3-20(a), the members of this limited
liability company shall not be managers by virtue of their status as members, accordingly,
this company shall be a manager -managed LLC.
These articles will be effective upon filing.
This is the 10`I' day of January, 2006,
PROVIDENCE PARK PROPERTIES LLC
(471187.STB.MISSTB.00STB )

NCDENR
North Carolina Department of Environment and Natural Resources
Division of Water Quality
Beverly Eaves Perdue Coleen H. Sullins
Governor Director
May 10, 2010
Mr. Mark L. Maynard, Manager
Providence Properties, LLC
1510-A South Third Street
Wilmington, NC 28401
Subject: NOTICE OF INSPECTION
Providence Park
Permit No. SW8 060622
New Hanover County.
Dear Mr. Maynard -
Dee Freeman
Secretary
On May 4, 2010, Angela Hammers of the Wilmington Regional Office of the Division of
Water Quality (DWQ) inspected Providence Park in New Hanover County to determine
compliance with Stormwater Management Permit Number SW8 060622 issued on
July3, 2006. DWQ file review and site inspection revealed that the site is compliant with
the terms and conditions of this permit. Please find a copy of the completed form
entitled "Compliance Inspection Report" attached to this letter.
Please be advised that you are required to comply with the terms, conditions and
limitations of your Stormwater Management Permit under Title 15A North Carolina
Administrative Code 2H .1003 and North Carolina General Statute 143-214.7, including
operation "and maintenance of your permitted stormwater system.
If the project has changed name, ownership or mailing address, a formal change of
name/ownership form must -be submitted to DWQ within 30 calendar days detailing the
change. Please provide the name, mailing address and phone number of the person or
entity that is now responsible for this permit.
Please be advised that violations of your Stormwater Management Permit may be
subject to the assessment of civil penalties of up to $25,000 per day per violation. If you
have any questions please contact the Angela Hammers at the Wilmington Regional
Office, telephone number (910)-796- 7215.
Sincerely,
Angela Hammers
Environmental Specialist
Enclosure: Compliance Inspection Report
GDSlakh: S:IWQSISTORMWATERIINSPECT1060622.may10
cc: John Hennessy-NPS-ACOU
WiRO Files, DWQ Central Files
Wilmington Regional Office
127 Cardinal Drive Extension, Wilmington, North Carolina 28405
Phone: [phone] FAX: [phone] Customer Service: 1-877-623-6748
Internet: www.ncwaterquality.org
None
ahCarolina
Aarturally <A
An Equal OpportunlSg 1 Affirmative Action Employer