SW8970865_HISTORICAL FILE_20190528

PERMIT NO.
DOC TYPE
DOC DATE
STORMWATER DIVISION CODING SHEET
POST -CONSTRUCTION PERMITS
❑ CURRENT PERMIT
❑ APPROVED PLANS
HISTORICAL FILE
❑ COMPLIANCE EVALUATION INSPECTION
YYWMMDD

STATE OF NORTH CAROLINA
Department of Environmental Quality
127 Cardinal Drive Extension
Wilmington, North Carolina 28405
[phone]
FILE ACCESS RECORD
DEQ SECTION� r" _ S Lj REVIEW TIME 1 DATE: 3C. 1?'
NAME: PSJ-tj �-- L - �c EMAIL:
REPRESENTING: I`s �'' �� (o- _ _ PHONE:_,.. --
Guidelines for Access: The staff of Wilmington Regional Office is dedicated to making public records in our 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 guidelines signing the
form:
I. Due to the large public demand for file access, we request that you call at least a day in advance to schedule
an appointment to review the files. Appointments wffl be scheduled between 9:00am and _3:00pm.
Viewing time ends at 4:45pm. Anyone arriving without an appointment may view the files to the extent
that time and staff supervision is av_aiiabie.
2. You must specify files you want to review bya_cility name. The number of files that you may review at one
time will be limited to five.
You may make copies of a file when the copier is not in use by the staff and if time permits. Cost per copy is
$.05 cents. E2Dnent may be madeby. . check,money order, or cash at the reception desk.
F LES LYTUST BE KEPT LN ORDER YOU FOUND THEN1. Files may not be taken from the office. To
remove, alter, deface, mutilate, or destroy material in one of these files is a misdemeanor for which you can
be fined up to $500.00. No briefcases, larje totems etc. are permitted in the file review area_
a. Necessary large plan copies can be scheduled with [e-mail] 919-796-7475 for a later
date/time, at an offsite location at your expense. Large plan copies needed should be attached on top of the
file. Allways Graphics can be contacted to set up payment options. Writtei ' 0uesti©its'may be left ''With
ilxis cori plef�d form and a staff member viill be iia. c int.4 '.. it6 y6d E you provide your contact
infformiatiom tivhere Wdicatied above:
6. In accordance with General Statue 25-3-512, a $25.00 processing fee will be charged and collected for checks
on which payment has been refused.
FACILITY NAME CCUN'I'Y
4
J(,,,;•�L_..r--' 1! i,! f l� r ; ,L, 1 � �c.' � I �L . i_' S� . �`'j
Signature and Name of FtrmBusin d s Date' Time In Time Out
COPIES MADE i/ PAID r INVOICE
G:/AJXM/Shur d/ iie Review :access Form rev 2018

STATE OF NORTH CAROLINA
Department of Environmental Quality
127 Cardinal Drive Extension
Wilmington, north Carolina 28405
[phone]
FILE ACCESS RECORD
SECTION JS Gr/l
TIME/DATE ! 1 r
NAME
REPRESENTING
Guidelines for Access: The staffof Wilntin�ton Regional Off -ice is dedicated to making public records in our
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
guidelines signing the form:
I. Due to the large public demand for file access, we request that you call at least a day in advance to
schedule an appointment to review the files. Appointments will be scheduled between 9:00am and
3:00pip. Viewing time ends at 4:45pm. Anyone arriving without an appointment may view the
files to the extent that time and staff supervision is available.
2. You must specify files you want to review by facility name. The number of files that you may review
at one time 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. Cost per
copy is .05 cents for copies. Payment may he made by check, money order, or cash at the
reception desk. Copies totaling S5.00 or more can also be invoiced for your convenience.
4, FILES MUST BE KEPT IN ORDER YOU FOUND THEM. I�iles may not be taken from the
office. To remove, alter, deface, mutilate, or destroy material in one of these files is a misderneanor
for which you can be fined up to $500.00. No briefcases, large totes, etc, are permitted in the file
review area.
5. In accordance with General Statue 25-3-512, a $25.00 processing fee will be charged and collected for
checks on which payment has been refused.
FACILITY NAME COUNTY
,- 61 ry
Signature and Name of Firm/Business Dat
Please attach a business card to this f11PM
COPIES MADE 2-� PAID t�C�
Time In Time Out
INVOICE

jy su gg
F a rrT
PAT McCRORY
Governor
Energy, Mineral &
Land Resources
E4ViRONfAGN7AL QUAL17Y
September 15, 2016
George Ragsdale, Manager
RB Independence, LLC
PO Box 367
Jamestown, NC 27282
Subject: Notice of Permit Extension and Renewal Request
State Stormwater Management Permit No. SW8 970865
Independence Commons Shopping Center
New Hanover County
Dear Mr. Ragsdale:
DONALD R. VAN DER VAART
Secretary
TRACY DAVIS
Director
Effective August 1, 2013 the State Stormwater program has been transferred from the Division of Water
Quality (DWQ) to the Division of Energy, Mineral and Land Resources (DEMLR). All previous
references to DWQ will remain in older stormwater permits issued prior to August 1, 2013 until they are
modified, transferred, or renewed. Please note that this letter references DEMLR as the Division
responsible for issuance of the permit.
On August 5, 2009, the Governor signed Session Law 2009-406. This law impacted any development
approval issued by the former Division of Water Quality under Article 21 of Chapter 143 of the General
Statutes, which was current and valid at any point between January 1, 2008, and December 31, 2010. The
law extended the effective period of any stormwater permit that was set to expire during this time frame
to three (3) years from its current expiration date. On August 2, 2010, the Governor signed Session Law
2010-177, which granted an extra year for a total of four (4) years extension. Accordingly, this permit,
which was set to expire on October 28, 2012, shall now be effective from the date of issuance until
October 28, 2016, which includes all available extensions.
State Stormwater Management Permit #SW8 970865 for the subject project was last issued on January 3,
2012 to RB Independence, LLC and expires on October 28, 2016 and as noted above. Per 15A NCAC
2H.I003(h) (the stormwater rules), applications for permit renewals shall be submitted 180 days prior to
the expiration of a permit and must be accompanied by a processing fee, which is currently set at $505.00.
Please complete and submit a renewal application prior to October 17, 2016. The renewal application
can be found at the following website under the Applications Forms section:
l�ttps:l/deu.nc.I;o�j/aboutldivisionsle€>ier�v-mineral-land-resourcesleltert<l-mineral-land-
perrnits/storm\.,ater-permits/forms. Please note that if they have not already been submitted to the
Division, the permit renewal request must be accompanied by the required Designer's Certification and
the recorded documents (if applicable).
Please be advised that you are required to comply with the terms, conditions and limitations of the
Stormwater Management Permit under Title 15A North Carolina Administrative Code 214 .1003 and
North Carolina General Statute 143-214.7 until you submit the required Name/Ownership Change Form
to the Division and receive approval from the Division to transfer the permit. This includes providing the
necessary operation and maintenance of the permitted stormwater system. The Name/Ownership Change
Forms are available on our website at: litttDS:llclec;.€ic.Liovlabout/dn-isionsle€ier y-inineral-land-
resources�ener�v-mineral-land-permitslstor€tiwater-pe€•€nsts/forms.
State of North CuroIina I Environmental Quality I Energy. Mineral and Land Resources
Wilmington Regional Office 1 127 Cardinal Drive Extension I Wilmington, NC 28405
910 796 7215

State Mormwater t ermtt No. �, W 6 V /UW)
Page 2 of 2
The operation of the stormwater treatment system without a valid and active permit, and/or failure to
provide the Designer's Certification and/or failure to operate and maintain the stormwater treatment
system, are violations of NCGS 143 Article 21 and may result in appropriate enforcement action. If you
have any questions regarding this matter, please contact Christine Nall at [phone] or
[e-mail].
Sincerely,
Tracy Davis, P.E. Director
Division of Energy, Mineral and Land Resources
GDS/canh: 111Stormwater\Permits & Projects11997\970865 FID12019 09 req_ren 970865
CC' Wilmington Regional Office File
State of forth Carolina i Environmental Quality f Energy, Mineral and Land Resources
Wilmington Regional Office 1 127 Cardinal Drive Extension I Wilmington, NC 28405
910 796 7215

9/15/2016
Corporations Division
Click Here To:
North Carolina
Elaine F. Marshall DEPARTMENT OF'THE
Secretary SECRETARY OF STATE
PO Box 29622 Raleigh, NC 27626-0622 [phone] Account
Login
Register
View Document Filings File an Annual Report Amend a Previous Annual Report
Print a Pre -Populated Annual Report form
Corporate Names
Legal: RB. Independence, LLC
Limited Liability Company Information
Sosid:
0904301
Status:
Current -Active
Annual Report Status:
Current .
Citizenship:
Domestic
Date Formed:
3/20/2007
Fiscal Month:
December
State of Incorporation:
NC
Registered Agent:
Ragsdale, George W.
Corporate Addresses
Principal Office:
404 East Main Street
Jamestown, NC 27282-9536
Reg Office:
404 East Main Street
Jamestown, NC 27282-9536
Reg Mailing:
404 East Main Street
Jamestown, NC 27282-9536
Mailing:
P O Box 367
Jamestown, NC 27282-0367
Company Officials
All LLCs are managed by their managers pursuant to N.C.G.S. 57D-3-20
Manager: George Ragsdale
P O Box 367
Jamestown NC 27282
http:!lwww.sosnc.gov/SearrtVprofcorp/8172424 111

ALLIANCE
A Strategic Partner of
RAC Piedmont Triad
Greensboro, NC
NAI G_arolantic Realty
Raleigh, NC
December 20, 2011
Mr. Steve Pusey
NCDENR
127 Cardinal Drive Extension
Wilmington, NC 28405
Dear Mr. Pusey,
Enclosed your will find the information regarding the change of ownership of
RB Independence on the Stormwater Permit.
Please do not hesitate to give me a call at 336.383.5918 should you need any
additional information or simply have a question.
Thank you and have a great day.
Sincerely,
r .
Andy Brantley
Property Manager
1400 WEST NORTHWOOD STREET
POST OFFICE BOX 9537 (27429)
GREENSBORO, NC 27408
DEC 2 1 2011
TELEPHONE [phone]
FAX [phone]

STATE OF NORTH CAROLINA
COUNTY OF NEW HANOVER
BILL OF SALE AND
j3LANKET ASSIGNM M l
KNOW ALL MEN BY THESE PRESENTS THAT RWT-INDEPENDENCE
COMMONS, LLC ("Grantor"), for and in consideration of the sum of Ten and No/100 Dollars
($10.00) and other good and valuable consideration to Grantor in hand paid by RB
INDEPENDENCE, LLC, a limited liability company ("Grantee"), has granted, sold, assigned,
transferred, conveyed, and delivered and does by these presents grant, sell, assign, transfer,
convey, and deliver unto the said Grantee, all the following described properties, rights, and
interests arising or used in connection v6ith that certain real property described in ]Exhibit A
attached hereto and incorporated herein by reference (the "Real Property"):
(a) All furniture, equipment, machinery, inventories, supplies, signs, appliances and
other tangible personal property of every kind and nature, if any, owned by Grantor and installed,
located or situated on and used in connection with the operation of the Real Property or
improvements (the'%nprovemente) located thereon (collectively, the "Personal Property').
(b) All of Grantor's rights in all leases and other occupancy agreements covering any
portion of the Real Property or Improvements (collectively, the `.eases") and which are listed
on Exbiblt B attached hereto and incorporated herein by reference including, without limitation,
Grantor's rights to any tenant deposits held by Grantor (the `Tenant Deposits"} pursuant to the
Leases and any guaranties of the Lease.
(c) All of Grantor's right, title and interest in the following, if any, in: (i) all
transferable warranties and guaranties relating to the Improvements or Personal Property in the
possession of Grantor (provided Grantee shall pay any transfer fees or costs), (ji) all transferable
use, occupancy, building and operating licenses, permits and approvals for the Improvements
(provided Grantee shall pay any transfer fees or costs), (ui) the trade main "Independence
Commons" for use solely in connection with the Real Property, and (iv) all surveys, drawings,
plans and specifications related to the Real Property, in each case to the extent that Grantor may
legally transfer the same (provided Grantee shall pay any transfer fees or costs) (collectively, the
"Intangible Property").
(d) All of Seller's rights, if any, in all service contracts (other than Management and
leasing contracts) affecting the Land or Improvements (collectively, the "Service Contracts")
and which are listed on Exhibit C attached hereto and incorporated herein by reference.
TO HAVE AND TO HOLD the assets hereby sold, transferred and assigned unto
Grantee, its successors and assigns forever.
Grantee hereby assumes, takes responsibility for and agrees to perform: (a) all of the
terms, covenants and conditions of the Leases, on the part of the lessor therein, which shall arise
and/or accrue and relate to the period from and after the date hereof including, but not limited to,
the obligation to repay, in accordance with the terms of such Leases, to such lessees, all Tenant
Deposits (to the extent Buyer receives credit at Closing for the Tenant Deposits or such Tenant

Deposits are delivered to Grantee by Grantor pursuant to this Bill of Sale and Blanket
Assignment) required to be repaid by the terms thereof; and (b) all of the terms, covenants and
conditions contained in all ' documents concerning Intangible Property, Service Contracts, and
such other documents and instruments assigned hereunder which shall arise and accrue and relate
to the period from and after the date hereof, and to indemnify, defend and holder harmless
Grantor upon any failure of Grantee to discharge any and all such obligations.
Grantor remains responsible for and agrees to perform any obligation under any term,
covenant or condition of the Leases, on the part of the lessor therein, which shall accrue and
relate to the period prior to the date hereof, and shall indemnify, defend and holder harmless
Grantee upon any failure of Grantor to discharge any and all such obligations. The Personal
Property, Intangible Property, and Service Contracts are transferred and assigned "AS IS" and
without warranty or recourse to Grantor.
IN WTi'NESS WHEREOF, Grantor has caused this Bill of Sale and Blanket Assignment
to be executed effective as of the 23rd day of April, 2007.
GRANTOR:
RWT-INDEPENDENCE COMMONS, LLC
a limited liability company
By: Franklin Street Trust Company, Manager
By: � (SEAL)
Name: Matt W. Po
Title: Vice-Presi nt
STATE OF NORTH CAROLINA
COUNTY OF _ _1)9�Le _
I, Z;ALnP a Notary Public of the County and State aforesaid, certify that Matt W.
Pohlman personally appeared before me this day and acknowledged that he is the Vice -President
of Franklin Street Trust Company, Manager of RWT-Independence Commons, IL C, a limited
liability company, and that by authority duly given and as an act of the company, the foregoing
instrument was signed in its name by its Vice -President.
G+16.
Witness my hand and official seallstamp, this 1C day of April, 2007.
NOTARY PUBLIC-•�+�titrt--
My Commission Expires: a1W1.-40o
Notarial Seal/Stamp
ear
OCTdiiiijillittO
:u
•

EXHIBIT A
LEGAL DESCRIPTION
Lying and being in New Hanover County being more particularly described in a
dead dated October 11, 20M from Independence Commons, LLC to
RWT-Independence Commons, LLC recorded in Book 2818. Page 0917 in the
Office of the Register of Deeds for New Hanover County, North Carolina.

LEASES
Food Lion
State Farm Mutual Automobile Insurance Company
Rick Poplaski and Kim Poplaslci (Piece of Mine)
! Yong Jian Dong (China Gardw)
Tms Amigos, Inc. d/b/a Jersey Mikes
State Employees' Credit Union

RXHIBIT C
SERVICE CONTRACTS
A-1 Sanitation
ADT Security Services, Inc.
Retention Pond Services, Inc.
000899-00005-001
WLMAM16034711

$Sod
g2S -Ms
NORTH CAROLINA SPECIAL WARRANTY DEED
Excise Tax: $8,500
1cIM CALLIMM4AIL
PO GRAM 2086
1912 EASTQCSTER OR
HIGH POINT NC 27261 2086
Mail/Return to: Kim W. Gallirnore, Wyatt Early Harris Wheeler LLP, P.O. Drawer 2086
(27261-2086), 1912 Eastchester Drive, 4th floor (27265) High Point, North
Carolina
This instrument was prepared by: Kim W. Gallimore, Wyatt Early Harris Wheeler LLP, P.O.
Drawer 2086 (27261-2086), 1912 Eastchester Drive, 4th floor (27265) High Point, North Carolina
THIS DEED made this 23rd day of April, 20m7 by and between
GRANTOR:
RWT-Independence Commons, LLC
c/o Franklin Street Partners, Inc.
Attn: Matt W. Pohlman, Manager/Member
1450 Raleigh Road, Suite 300
Chapel Hill, NC 27517
GRANTEE:
11111101IN111
2007023593
FOR REGISTRATION REGISTER OF 0 EDS;
NESJRKWOVFRProUNTyY Tie I
2007 MAY 09 11;44;45 M
8K:5179 PG;2944-2949 FEE;$28.00
NC REV STAMP:$8,509,00 XS:$25,00
IOU # 21t03K
RB Independence, LLC
c/o Ragsdale Brothers, LLC
Attn: George Wrenn Ragsdale, Manager
404 East Main Street
Jamestown, NC 27282
The designation Grantor and Grantee as used herein shall include said parties, their respective
successors and assigns, and shall include singular, plural, masculine, Feminine or neuter as
required by context.
WITNF.SSETH, that the Grantor, for $10.00 and other valuable consideration paid by the
Grantee, the receipt of which is hereby acknowledged, has and by these presents does grant,
bargain, sell and convey unto the Grantee in fee simple, all those certain lots or parcels of land
(the "Land') situated in New Hanover County, North Carolina and more particularly described
in the attached Exhibit A, together with all rights of Grantor in and to the following: (a) all
improvements, if any, attached to or placed, erected, constructed or developed on the Land (the
"Improvements"); (b) all water and water rights and mineral interests pertaining to the Land, if
any, together with all Executive Rights (hereinafter defined); (c) any proceeds from the taking of
any of the Land or the Improvements, or any rights appurtenant thereto by right of eminent

domain or by private or other purchase in lieu thereof, including change of grade of streets, curb
cuts or other rights of access, for any public or quasi public use under any law; (d) any right, title
and interest of Grantor in and to all streets, roads, alleys. passages, public places, easements and
rights -of -way, existing or proposed, public or private, adjacent to or used in connection with,
belonging or pertaining to the Land; (e) any and all of the royalties, bonuses, issues, profits,
revenues or other benefits of the Land or the Improvements accruing after the date hereof; (f)
strips and gores, if any, between the Land and any abutting properties, whether owned or claimed
by deed, limitations, or otherwise, and whether located inside or outside the Land; and (g) any
rights of ingress and egress and any reversionary rights or interests of Grantor with respect to
such property (the above -described property is collectively referred to herein as the "&jaertf).
As used above, the term "Executive A hts" means the right to take or authorize any and all
actions that affect the exploration and development of the retained mineral interest.
BEING the same premises conveyed to RWT - Independence Commons, LLC, the Grantor
herein, pursuant to the deed by Independence Commons, LLC, dated October 11, 2000, and
recorded on October 11, 2000, in the Register of Deeds for New Hanover County (the "Register
of heeds OtlPice") at Book 2818, at page 917.
TO HAVE AND TO FOLD the aforesaid Property and all rights, privileges, hereditaments and
appurtenances thereto belonging to the Grantee in fee simple.
And the Grantor covenants with the Grantee, that Grantor has done nothing to impair such title
as Grantor received, and Grantor will warrant and defend the title against the lawful claims of all
persons claiming by, under or through Grantor, except For the exceptions set forth on Exhibit B
attached hereto.
[The remainder of this page is left blank. The signature and notary acknowledgement page is the
next page]

IN WITNESS WHEREOF, the Grantor has duly executed the foregoing as of the day and
year first above written.
RWT-INDEPENDENCE COMMONS, LLC,
a limited liability company
By: Franklin Street Trust Company, Manager
By: ✓L�.-
Name: Matt W. PohhqW
Title: Vice -President
STATE OF NOUH CAROLINA
COUNTY OF -yI'1Cly-�
I, -PRLgK , a Notary Public of the County and State aforesaid, certify that Matt W.
Pohlman personally appeared before me this day and acknowledged that he is the Vice -President
of Franklin Street Trust Company, Manager of RWT-Independence Commons, LLC, a limited
liability company, and that by authority duly given and as an act of the company, the foregoing
instrument was signed in its name by its Vice -President.
41�•
Witness my hand and official seal/stamp, this day of April, 2007,
NOTARY PUBLIC
My Commission Expires: 10 lL'V j
Notarial Seal/Stamp:
0 C T06
;
2006 _ F
ti
000899-M5-001
WLMAINII6031711

LEGAL DESCRIPTION
5.88 Acre Parcel
Lying and being in New Hanover County being more particularly
described in a deed dated October 11, 2000 from Independence
Commons, LLE to RWT-Independence Commons, LLC recorded
in Book 2818, Page 0917 in the Office of the Register of Deeds for
New Hanover County, North Carolina

WAIIIII01i:�
Exceptions
Takes for the year 2007 and subsequent years.
2. Easements, setback lines and any other matters shown on plat recorded in Plat
Book 37, Page 251, New Hanover County .Registry.
Rights or claims of parties in possession as tenants under unrecorded leases.
4. Easement(s) to Carolina Power and Light Company as recorded in Book 529,
Page 436 and Book 589, Page 45, New Hanover County Registry.
Easement(s) to New Hanover County Water and Sewer as recorded in Book 1482,
Page 1051, New Hanover County Registry.
d. Easement(s) to the City of Wilmington as recorded in Bonk 1483, Page 426, New
Hanover County Registry.
r
7. Easement(s) to the City of Wilmington as recorded in Book 2448, Page 300, New
Hanover County Registry,
8. Terms and provisions of Reciprocal Access Easement recorded in Book 2290,
Page 921, New Hanover County Registry.
9. Non-exclusive rights of others entitled in and to the use of the easements described as
part of the insured land for the purposes set forth in the instruments creating such
easements.
10. The following matters as shown on survey by Michael N. Underwood, PIS dated
March 28, 2007 and any easements or rights of way associated therewith: a) General
Utility Easement; b) Water and Sewer Easement; c) 50' Access Easement(s); d) 30'
Access Easement(s); e) 20' General Utility Easement; f) The following various items;
Drop Inlets, Transformers, RCP's, 8" PVC's, Sanitary Sewer Manholes, Water lines,
Fire hydrants.
11. Easement(s) to North Carolina State Highway Commission as recorded in Book 704,
Page 624 and Book 719, Page 443 New Hanover County Registry.
12. Easement(s) to the City of Wilmington as recorded in Book 1403, Page 45 and
Book 1403, Page 833, New Hanover County Registry.
13. Easement(s) to Southern Bell Telephone and Telegraph Company as recorded in
Book 269, Page 300, New Hanover County Registry.

• NTY.
0�j
G. o
0 - *�
� n
r
1 1dSl.Ir�
REBECCA P. SMITH
REGISTER OF DEEDS, NEW HANOVER, !
216 NORTH SECOND STREET
WILMINGTON, NC 28401 '
Filed For Registration: 05/091200711:44:45 AM
Book: RE 5179 Page: 2944.2949
Document No.: 2007023593
DEED 6 PGS, $26.00
NC REAL ESTATE EXCISE TAX: $8,500.00 NS: $25.00
Recorder. NELSON, JACQUELINE
State of North Carolina, County of New Hanover
3
I
YELLOW PROBATE SHEET 1S A VITAL PART OF YOUR RECORDED DOCUMENT.
PLEASE RETAIN WITH ORIGINAL DOCUMENT AND SUBMIT FOR RE-RECORDING.
2 0'0` 02'*+z', Iti, 4A 5, 9 3
2007023593

Pusey, Steven
From: Scott, Georgette
Sent: Wednesday, October 26, 2011 9:05 AM
To: Tharrington, Tom; Cox, David; Pusey, Steven
Subject: RE: SW Permit Renewal
Steve Pusey is handling this. I don't know why he is calling someone else.
Georgette Scott
Stormwater Program Supervisor
State Stormwater Program
NC Division of Water Quality
127 Cardinal Drive Ext.
Wilmington, NC 28405
Phone [phone]
Fax [phone]
E-mail correspondence to and from this address may be subject to the North Carolina Public Records Law and may be disclosed to third parties.
From: Tharrington, Tom
Sent: Tuesday, October 25, 2011 3:12 PM
To: Cox, David; Scott, Georgette
Subject: SW Permit Renewal
Had a message from Andy Brantley with Ind nce Com ons, he needed some help with getting a permit
transferred, gave him your numbe His number is 336-508-1211
G1 e v (`�
1` �� G e✓��nof �'ne 1Z LLB
Loa
40-7
s (" P.
TG<< wJ 4&
Per A-4 y - W tV 14 �
�r 1112z Imo.
I

4t
t >p L;vq�IIN j'pte i Cf I I,; ,t rUXA

In summary, the following checked information is needed to renew and transfer this permit:
® Permit Renewal Application. Original signatures must be on the permit renewal
application. See form attached.
® Application Fee in the amount of $505.00
0 0 'k- Or, Name/Ownership Change Form. The enclosed Name/Ownership Change Form,
�-- submitted as part of the Stormwater Management Permit Renewal Application Package,
must be signed by both the current Permittee and the New Applicant. See form attached.
The requested information should be received by this Office prior to October 25, 2011. 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.
Please include the appropriate documentation as checked above with your permit renewal
request and processing fee. Please reference the State assigned permit number on all
correspondence. Any original documents that need to be revised are enclosed. All original
documents must be returned or new originals must be provided. Copies are not acceptable.
You should be aware that the operation of a stormwater treatment facility without a valid permit
and failure to provide the requested documents are violations of NCGS 143-215.1, All violations
may result in appropriate enforcement action including the assessment of civil penalties of up to
$25,000 per day. If you have any questions concerning this matter please feel tree to call me at
[phone]. `
Sincerely yours,
Steve G. Pusey
Environmental Engineer
Enclosures:
• inspection Report
• Permit Renewal Application
N10 Change Form
GDSlsgp:
S:IWQSIStormwaterlPermits & Projects11997\970865 HD12011 09 CEI add info_req_ren_xfer1970865
cc: Karen Higgins, WBS-CPU
WiRO Stormwater File
DWQ Central Files
Page 2 cif 2

k � ' '�
NCDENR
North Carolina Department of Environment and Natural Resources
Division of Water Quality
Beverly Eaves Perdue Coleen H, Sullins
Governor Director
September 28, 2011
James O. Matthews
RWT Independence Commons,'LLC
PO Box 867
New Bern, NC 28563
Subject: Inspection and Request for Additional Information
Stormwater Permit No. SW8 970865
Independence Commons
New Hanover County
Dear Mr. Matthews:
Dee Freeman
Secretary
On September 27, 2011, Steve Pusey of the Wilmington Regional Office of the Division of
Water Quality (DWQ) inspected Independence Commons in New Hanover County to determine
compliance with Stormwater Management Permit Number SW8 970865 issued on January 28,
1998, and transferred to you on October 28, 2002. 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.
In addition, this permit will expire on October 28, 2012. Section .1003(h) of 15 A NCAC 2H
A000 (the stormwater rules) requires that applications for permit renewals be submitted 180
days prior to the expiration date of a permit and must be accompanied by a processing fee,
which is currently set at $505.00.
Since we never received the permit renewal application or fee, and we are aware that the
property has been sold since the permit was issued, please submit a completed and signed
Name/Ownership Change form, enclosed, which includes space for you to provide the name,
mailing address and phone number of the person or entity that is now responsible for this
permit.
Please be aware that a stormwater permit cannot be transferred to a new Owner until the
following conditions are met:
o As the holder of this permit, James O. Matthews is required to renew this permit.
✓ The stormwater system must be in compliance with all the conditions of the permit. This
includes, but is not limited to, the submittal of a designer's certificate to WIRO that
ensures the system is built in accordance with• the approved plans and that the system is
being operated and maintained properly.
✓ A site inspection has been conducted by staff of the Regional Office to determine
whether the system is in compliance. This report is enclosed for your convenience_
Once the system is found to be in compliance with the permit conditions, and the permit is
renewed, the permit can then be transferred. Please note that it is the responsibility of the
current permit holder to submit the proper forms to the Division and to ensure that both parties
sign the forms, as applicable.
Wilmington Regional Office
127 Cardinal Drive Extension, Wilmington, North Carolina 28405 One
Phone: [phone] FAX: [phone] Customer Service: 1-877-623-6748 NorthCar©t i na
Internet www,ncwaterquality.org �'aturf//„
An Equal Opportunity i Alfirmalive Action Employer �/ "J

NNSWARDAND SMITH, PA.
1001 College Court (28562)
Post Office Box 867
New Bern, NC 28563-0867
October 18, 2011
Mr. Steve G. Pusey
N.C. Department of Environment and Natural Resources
Division of Water Quality
127 Cardinal Drive Extension
Wilmington, NC 28405
RE: Stormwater Permit No. SW8 970865
Independence Commons
Our File 888107-00002
Deer Mr. Pusey:
AMY P. WANG, Attorney at Law
P: 252-672.5516
F: 252.672.5477
[e-mail]
wardandstnith.com
We received your letter dated September 28, 2011, to RWT Independence Commons, LLC, in
care of Mr. James O. Matthews, regarding the transfer and renewal of Stormwater Permit No.
SW8 970865 (the "Permit"). We request a 60-day extension of time beyond the October 25,
2011, deadline to properly respond. We expect to be able to submit documentation related to the
transfer of the Permit to the current property owner by December 23, 2011.
Yours truly,
►,
APW:apw
ND: 4848-8608-4364, v, i
cc: Mr. James O. Matthews (via e-mail)
J. Troy Smith, Jr., Esq. (via e-mail)
ASH EV1LLE GREENVILLE NEW I3ERN
RAIJAG11
OCT 19 zo11
WILMINGTON
www.wardandsmith.com

WARDAND SMITH, PA.
Mr. Steve G. Pusey
October 18, 2011
Page 2
bcc: W. Daniel Martin, III (via e-mail)
Y;
OCT 19 2011

North Carolina Secretary of State
t
Page 1 of 1
North Carnlina
Elaine F- Marshall DEPARTMENT" OFTHE
Secretary SECRETARY of STATE
Po Box 29622 Raleigh, WC 27626-0622 (919)8)7-Z)80
Date: 9/23/2011
Click here to:
View Document Filings I Sign Up for E-Notifications
J Pre -populated Annual Report Fillable PDF Form I File an Annual Report I
Corporation Names
Name
Name Type
NC JIM MATTHEWS
RACING, LLC
LEGAL
NC JOYCE AND JIM,
LLC
PREV LEGAL
Limited Liability Company Information
SOSID:
0355872
Status:
Current -Active
Effective Date:
111811994
Dissolution Date:
Annual Report Due
Date:
Citizenship:
DOMESTIC
State of Inc.:
NC
Duration:
JAN 2025
Annual Report Status:
CURRENT
Registered Agent
Agent Name: WASLAW, LLC
Office Address: 1001 COLLEGE CT
NEW BERN NC 28562
Mailing Address: P.O. BOX 867
NEW BERN NC 28563
Principal Office
Office Address: 1001 COLLEGE COURT
NEW BERN NC 28562
rMailing Address: PO BOX 867
NEW BERN NC 28563
Officers
Title: MANAGER
Name: JAMES 0. MATTHEWS
Business Address: 1001 COLLEGE COURT
NEW BERN NC 28562
This website is provided to the public as a part of the Secretary of State Knowledge Base (SOSKB) system. Version: 972
http://www.secretary.state.ne.us/corporations/Corp.aspx?Pitemld=4817779 9/23/2011

akP� q� E-Filed Annual Report
-1-0-4917779
- � LIMITED LIABILITY COMPANY I�oryear 2011
F.
ANNUAL REPORT Do not data enter manually.
NAME OF LIMITED LIABILITY COMPANY: JIrllNlA'THEWSRItCING, LLC
STATE E OF INCORPORATION: NC
SECRI TARY OF STATE L.L.C. ID NUM13ER: 0355872
NATURI: OF 13USINESS: Property Ownership
RI-GISTI-iRED AGENT: 11'ASI ufI uc
R3E0ISTERED OFFICE MAILING ADDRESS: Y.O. Box 867
New Beni, NC 28563
RIEGISTI;RId) (}l I fCE: S'1'lll;I?'I' ADIIRI?SS: 1001 College Ct
New Bern, NC 28562 Craved County
PRINCIPAL OFFICE TELEPHONE NUMBER: [phone]
PRINCIPAL OFFICE MAILING, ADDRESS: PO Box 867
New Beni, NC 28563
PRINCIPAL OFFICE STREET ADDRESS: 1001 College Court
New Bern, NC 28562
MANAGERS/MIEMBERS/ORGANIZERS:
,Vance: Jonies O.Mewhews
Tille: 'Vanciger
Address:
1001 College Court
New Bern, NC 28562
CIERTIFICATION OF ANNUAL REPORT MUST BE COMPLETED BY ALL LIMITED LIABILITY COMPANIES
James 0, Matthews
FORM MUST BE SIGNED BY A 11ANAGEPUMEMBER
James O. Matthews
04/07/2011
DATE,
Manager
TYPE OR PRINT NAME TYPE OR PRINT TITLE
ANNUAL REPORT FEE: $200 MAIL TO: Secretary of Slate • Corporations Division • Post 011ice Box 29525 • Raleigh, NC 27626-0525

ANNUAL REPORT FOR
LIMITED LIABILITY COMPANY sosID10355872
21200
Date Filed: 5/1212000 2
2:43 PM
2.0 Elaine F. Marshall
North Carolina Secretary of State
NAME OF LIMITED LIABILITY COMPANY: JIM MATTHEWS RACING, LLC 201330196
SECRETARY OF STATE L.L.C. ID NUMBER: 0355872 FISCAL YEAR ENDING: 12/31/99
MONTHIDAY/YEAR
FEDERAL EMPLOYER ID NUMBER:
CHECK HERE IF INFORMATION HAS NOT CHANGED SINCE MOST RECENTLY FILED ANNUAL
REPORT COMPLETE LINE 8 ONLY.
1. REGISTERED AGENT & REGISTERED OFFICE MAILING ADDRESS J. TROY SMITH, JR .
POST OFFICE BOX 867
NEW BERN, NC 28563-0867
2. STREET ADDRESS OF REGISTERED OFFICE 1001 COLLEGE COURT
NEW BERN, NC 28562
CRAVEN COUNTY
3. IF REGISTERED AGENT CHANGED, SIGNATURE OF NEW AGENT
SIGNATURE CONSTITIYMS CONSENT TO APPOINTMENT
4. ENTER PRINCIPAL OFFICE ADDRESS HERE- ADDRESS- 1001 COLLEGE COURT
CITY- NEW BERN
ST_ NC ZIP- 28562
5. ENTER PRINCIPAL OFFICE TELEPHONE NUMBER HERE- 252 - 63 3 -10 0 0
PLEASE. INCLUDE AREA CODE
6. ENTER NAME, BUSINESS ADDRESS OF MANAGER(S) HERE-
NAME- JAMES O. MATTHEWS ADDRESS- 57-B GASOLINE ALLEY
fig_ MANAGER Crry- INDIANAPOLIS ST_ IN gyp_ 46222
ADDRESS-
TITLE- CITY- ST- ZIP-
NAME- ADDRESS-
TITLE- CITY- ST_ ZIP -
I. BRIEFLY DESCRIBE THE NATURE OF BUSINESS- PROPERTY OWNERSHIP
.TION OF ANNUAL REPORT, MUST BE COMPLETED BY ALL LIMITED LIABILITY COMPANIES
UST BE SIGNED BY MANAGER OF L.L.C. DATE
JAMES 0. MATTHEWS
TYPE OR PRINT NAME
BMAMS9641.1
MANAGER
TYPE OR PRINT ITILE

F No-"jh Carolina Secretary of State Page 1 of
Nnrth [:arnlina
Marne F Marshall D EPARTMLNT OF THE
Secretary SECRETARY of STATE
PO BoK 29622 Raleigh, NC 2762"622 [phone]
Date: 9/23/2011
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View Document Filings I Sign Up for E-Notifications I
J Pre -populated Annual Report Fillable PDF Form I File an Annual Report I
Corporation Names
Name
Name Type
NC RB
INDEPENDENCE, LLC
LEGAL
Limited Liability Company Information
SOSID:
0904301
Status:
Current -Active
Effective Date:
3/20/2007
Dissolution Date:
Annual Report Due
Date:
Citizenship:
DOMESTIC
State of Inc.:
NC
Duration:
PERPETUAL
Annual Report Status:
CURRENT
Registered Agent
Agent Name:
RAGSDALE, GEORGE W.
Office Address:
404 EAST MAIN STREET
JAMESTOWN NC 27282
Mailing Address:
404 EAST MAIN STREET
JAMESTOWN NC 27282
Principal Office
Office Address:
404 EAST MAIN STREET
JAMESTOWN NC 27282
Mailing Address:
P O BOX 367
JAMESTOWN NC 27282
Officers
Title:
MANAGER
Name:
GEORGE RAGSDALE
Business Address:
P 0 BOX 367
JAMESTOWN NC 27282
This website is provided to the public as a part of the Secretary of Stale Knowledge Base (SOSKB) system. Version: 972
http://www.secretary.state.ne.us/corporations/Corp.aspx?Pitemld=8172424 9/23/201.1

✓ i' 4
LIMITED LIABILITY COMPANY
ANNUAL REPORT
NAN E OF LIMITED LIABILITY COMPANY: RB Independence, LLC.
SECRETARY OF STATE L.L,C. ID NUMBER: 0904301
NATURE OF BUSINESS:
REGISTERED AGENT: Ragsdale, George W.
REGISTERED OFFICE MAILING ADDRESS: 404 Past Main Street
Jamestown, NC 27282
SOSID: 0904301
Date Filed: 1 1/1/2010 8:34:00 AM
Elaine F. Marshall
North Carolina Secretary of State
CA201030500030
STATE OF INCORPORATION: NC
REGISTERED OFFICE STREET ADDRESS: 404 EmtMain Street
Jamestown, NC 27282 Guilford County
SIGNATURE OF THE NEW REGISTERED AGENT:
SIGNATURE CONSTITIUMS CONSENT TO THE APPOfNTMENT
PRINCIPAL OFFICE TELEPHONE NUMBER: 3-Wo — Cf' Y — 1 '7ZZ
PRINCIPAL OFFICE MAILING ADDRESS: 404 East Main Street
?0 gov .3(0`1 Jamestown, NC 27282
,j-&m,es-4o,c-y\ t AC a -7 ZgZ
PRINCIPAL OFFICE STREET' ADDRESS: 404 F,avt Main Street
Jamestown, NC 27282
MANAGERS/MEMBERS/ORGANIZERS:
Na=6 e0 rg�'Py� Name:
Name:
Title: mq,nax�tk Title:
Title:
Address. 90 (bcD,, 56� Address:
Address:
City: �esjU,,_,r City:
City:
State: NC Zip: cR-1 . State; Zip:
State: Zip:
CERTIFICATION OF ANNUXL R}3PORT MUST BE COMPLETED BY ALL LIMITED LIABILITY COMPANIES
V�
e6 b 113
MANAGER/ME-MBER DATE
TYPE OR PRINT NAME TYPE OR PRINT nTLE
ANNUAL REPORT FEE: S200 MAIL TO: &Xrctary of State • Corporatiom Divisiasi • Post Mce Box 29525 • Raleigh, NC 27626-0525

State of North Carolina
Department of the Secretary of State
SOSID: 0904301
Date Filed: 11129l2010 8:35:00 AM
Effective: 9/212010
Elaine F. Marshall
North Carolina Secretary of State
C201030500093
APPLICATION FOR REINSTATEMENT FOLLOWING ADMINISTRATIVE DISSOLUTION OF
LIMITED LIABILITY COMPANY
Pursuant to §57C-6-03(e) of the North Carolina General Statutes, the undersigned limited liability company hereby submits this
Application for Reinstatement Following Administrative Dissolution:
1. The name of the applicant limited liability company is: RB Independence LLC
2. The effective date of the administrative dissolution of the applicant limited liability company was: 09102J2010
3. The ground or grounds for administrative dissolution of the applicant limited liability company as stated in its Certificate of
Dissolution was or were:
non filings
4. Complete either (a) or (b) as appropriate:
(a) The grounds stated above for the administrative dissolution of the applicant limited liability company did not
exist. (Insert brief explanation.)
(b) The grounds stated above for the administrative dissolution of the applicant limited liability company have been
eliminated. (Insert brief explanation.)
S. Enclosed is a fee of $100.00 as required by §57C-6-03(c) of the North Carolina General Statutes.
This the 25 day of October 20 10
RB Independence L\C'
Name qttimit4Lia1 ility Company
George W Ragsdale. PArtnerJManager
Type or Print Name and Title
Notes:
1. Filing fee for this Application for Reinstatement is $100.00, payable by check made to the order of the Secretary of State.
2. This Application must be filed with the Secretary of State.
(Revised January 2000) (Farm U08)
CORPORATIONS DIVISION P.O. BOX 29525 RALEIGH, NC 27626-0525

I
C200716300278
ARTICLES OF DISSOLUTION
OF
RWT-INDEPENDENCE COMMONS, LLC
SO SI D: 0560201
Date Filed: 6/18/2007 1:52:00 PM
Effective: 6/11 /2007
Elaine F. Marshall
North Carolina Secretary of State
C200716300278
Pursuant to § 57C-6-06 of the General Statutes of North Carolina, the undersigned
limited liability company hereby submits the following Articles of Dissolution for the purpose of
dissolving the limited liability company.
1. The name of the limited liability company is RWT-Independence
Commons, LLC.
2. The dates of filing of its Article of Organization and all amendments
thereto are as follows:
Articles of Organization August 10, 2000
3. The reason for filing the Articles of Dissolutions is the written consent of
all members.
4. The effective date (which shall be date certain) of the dissolution, as
determined in accordance with N.C.G.S. § 57C-6-01, is !To-n e , 2007.
This the -L day of M8,n,e , 2007.
Prepared by and return to:
J. Troy Smith, Jr.
For the firm of
Ward and Smith, P.A.
1001 College Court
Post Office Box 867
New Bern, NC, 28563-0867
Telephone: [phone]
Facsimile: [phone]
NBMAIN170654411
WT-INDEPENDENCE COMMONS, LLC
Y:
O. Matthews, Member/Manager

State Stormwater Management Systems
Permit No. SW8 970865
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
RWT - Independence Commons, LLC
Independence Commons Shopping Center
New Hanover County
FOR THE
construction, operation and maintenance of a detention pond 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 October 28, 2012 and shall be subject to the following specified
conditions and limitations:
I. DESIGN STANDARDS
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 on page 3 of this
permit, the Project Data Sheet. The stormwater control has been designed to handle the runoff from 238,341 square
feet of impervious area.
Approved plans and specifications for this project are incorporated by reference and are enforceable parts of the
permit.
4. The tract will be limited to the amount of built -upon area indicated on page 3 of this permit, and per approved
plans.
PA

ri
State Stormwater Management Systems
Permit No. SW8 970865
DIVISION OF WATER QUALITY
PROJECT DATA SHEET
Project Name:
Independence Commons Shopping Center
Permit Number:
SW8 970865
Location:
New Hanover County
Applicant:
Mr. James O. Matthews, Member/Manager
Mailing Address:
c/o Franklin Street Partners
1450 Raleigh Road Suite 300
Chapel Hill, NC 27514
Application Date:
October 16, 2002
Water Body Receiving Stormwater Runoff:
UT Barnards Creek
Classification of Water Body:
"C Sw"
If Class SA, chloride sampling results:
nla
Pond Depth, feet:
7.5
Permanent Pool Elevation, FMSL:
24
Total Impervious Surfaces, ft2:
238,341
Outparcels, ft2
34,045
Future, ft2
nla
Offsite Area entering Pond, ft2:
none, per Engineer
Required Surface Area, W:
8,054
Provided Surface Area, ft2:
9,724
Required Storage Volume, ft3:
19,217
Provided Storage Volume, ft3:
22,076
Temporary Storage Elevation, FMSL:
26
Controlling Orifice:
2" pipe

a
State Stormwater Management Systems
Permit No. SW8 970865
5. Deed restrictions must be recorded prior to the sale of any outparcel or future area shown on the approved plans
to ensure that future owners are made aware of the built -upon area limitations. The following statement must be
recorded:
"To ensure continued compliance with the NC Division of Water Quality Stormwater Management Permit
Regulations, 15A NCAC 2H.1000, Outparcel 1 as shown on the approved plans are limited to 34,045
square feet of built -upon area, inclusive of that portion of the right-of-way between the front lot line and
the edge of the pavement, structures, pavement, walkways of brick, stone, slate, but not including wood
decking or the water surface of swimming pools."
"All built -upon area from Outparcel I must be directed into the permitted stormwater control system."
"Additional built -upon area will require a permit modification."
"The connection into the stormwater control shall be made such that short-circuiting of the system does not
occur. "
6. The permittee is responsible for verifying that the proposed built -upon area does not exceed the allowable built -
upon area.
7. The following items will require a modification to the permit:
a. Any revision to the approved plans, regardless of size.
b. Project name change.
C. Transfer of ownership.
d. Redesign or addition to the approved amount of built -upon area.
e. Further subdivision of the project area.
f. Filling in, altering, or piping of any vegetative conveyance shown on the approved plan.
In addition, the Director may determine that other revisions to the project should require a modification to the
permit.
8. 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.
It. SCHEDULE OF COMPLIANCE
The permittee will comply with the following schedule for construction and maintenance of the stormwater
management system: •
a. The stormwater management system shall be constructed in it's entirety, vegetated and operational for it's
intended use prior to the construction of any built -upon surface except roads.
b. During construction, erosion shall be kept to a minimum. and any eroded areas of the system will be
repaired immediately.
C. All connections into the stormwater system from future areas/outparcels shall be made such that short-
circuiting of the system does not occur.
4

State Stormwater Management Systems
Permit No. SW8 970865
2. The permittee shall at all times provide the operation and maintenance necessary to assure the permitted stormwater
system functions at optimum efficiency. The approved Operation and Maintenance Plan must be followed in its
entirety and maintenance must occur at the scheduled intervals including, but not limited to:
a. Semiannual scheduled inspections (every 6 months).
b. Sediment removal.
C. Mowing and revegetation of side slopes.
d. Immediate repair of eroded areas.
e. Maintenance of side slopes in accordance with approved plans and specifications.
f. Debris removal and unclogging of outlet structure, orifice device and catch basins and piping.
g. Access to the outlet structure must be available at all times.
3. 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.
4. 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.
5. 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.
6. A copy of the recorded deed restrictions must be submitted to the DWQ within 30 days of the date of the recording.
The recorded copy must be signed by the permittee, dated, stamped with the deed book number and page, and bear
the stamp of the Register of Deeds.
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.
Prior to the sale of any portion of the property, an access/maintenance easement to the stormwater facilities shall
be granted in favor of the permittee if access to the stormwater facilities will be restricted by the sale of any portion
of the property.
III. GENERAL CONDITIONS
This permit is not transferable. In the event there is a desire for the facilities to change ownership, or there is a
name change of the Permittee, a formal permit request must be submitted to the Division of Water Quality
accompanied by an application fee, 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.
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.
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) which
have jurisdiction.

h
State Stormwater Management Systems
Permit No. SW8 970865
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.
The permittee grants DENR Staff permission to enter the property 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.
Permit issued this the 28th day of October, 2002.
NORTH CAROLINA ENVIRONMENTAL MANAGEMENT COMMISSION
1-1P11
Alan W. Klimek, P.E., Director
Division of Water Quality
By Authority of the Environmental Management Commission
Permit Number SW8 970865
C'.

SOSID: 0560201
Date Filed: 3/6/2001 12:30 PM
Elaine F. Marshall
ANNUAL REPORT FOR North Carolina Secretary of State
LIMITED LIABILITY COMPANY 210650180
NAME OF LIMITED LIABILITY COMPANY: RWT-INDEPENDENCE COMMONS, LLC
SECRETARY OF STATE L.L.C. ID NUMBER: 0560201 FISCAL YEAR ENDING: 12/31/2000
MONTH/DAY/YEAR
FEDERAL EMPLOYER ID NUMBER: LLC DOES NOT HAVE AN EIN
CHECK HERE IF INFORMATION HAS NOT CHANGED SINCE MOST RECENTLY FILED ANNUAL
REPORT COMPLETE LINE 8 ONLY. 11
1. REGISTERED AGENT & REGISTERED OFFICE MAILING ADDRESS J. TROY SMITH, JR.
POST OFFICE BOX 867
NEW BERN, NC 28563-0867
2, STREET ADDRESS OF REGISTERED OFFICE 1001 COLLEGE COURT
NEW BERN, NC 28562
CRAVEN COUNTY
3. IF REGISTERED AGENT CHANGED, SIGNATURE OF NEW AGENT
SIGNATURE CONSTITUTES CONSENT TO APPOINTMENT
4. ENTER PRINCIPAL OFFICE ADDRESS HERE- ADDRESS- 1001 COLLEGE COURT
CITY- NEW BERN ST- NC ZIP- 28562
5. ENTER PRINCIPAL OFFICE TELEPHONE NUMBER HERE- 252-672-54 00
PLEASE INCLUDE AREA CODE
6. ENTER NAME, BUSINESS ADDRESS OF MANAGER(S) HERE-
NAME- JAMES 0. MATTHEWS
'1T1'I E. MANAGER
NAME-
TITLE-
NAME-
TITLE-
ADDRESS- 1001 COLLEGE COURT
CITY- NEW BERN
ADDRESS-
CITY-
ADDRESS-
CITY-
7. BRIEFLY DESCRIBE THE NATURE OF BUSINESS- PROPERTY OWNERSHIP
ST- NC Zip- 28562
ST- ZIP-
ST- ZIP-
& CERTIFICATION OF ANNUAL REPORT, MUST BE COMPLETED BY ALL LIMITED LIABILITY COMPANIES
Z- 2 S
FORM MUST BE SIGNED BY MANAGER OF L.L.C. DATE
JAMES 0. MATTHEWS MANAGER
TYPE OR PRINT NAME TYPE OR PRINT TITLE
NBMAU,PA35362.1

OCT 2002
ATTORNEYS AT LAW
JEANNE J. GALLAHER
[phone]
FAX [phone]
[e-mail]
October 15, 2002
Ms. Noelle Lutheran
North Carolina Division of Water Quality
127 Cardinal Drive Extension
Wilmington, NC 28405
RE: RWT - Independence Commons, LLC/
Independence Commons Shopping Center
Our File 000899-0004-001
Dear Ms. Lutheran:
With respect to the change of ownership of the Independence Commons Shopping Center, I am
enclosing the original Water Quality Section, Coastal Storm Water Permit Name/Ownership
Change Form for Storm Water Management Permit No. SW8 970865 which was originally in the
name of Independence Commons, LLC. I am also attaching an executed Operations and
Maintenance Plan.
I believe that this should be all you need in order to change the name/ownership of the permit to
RWT - Independence Commons, LLC. Please forward confirmation of the ownership change
(new permit) to this firm.
If you have any questions or should need anything further, please do not hesitate to contact me at
the letterhead address. Thank you for your cooperation in this matter.
Yours truly,
jgegal
nne J. Gallaher
Assistant
JJG:cdt
WLMMAIN186268.1
Enclosures
cc: Mr. Joseph Roper
UNIVERSITY CORPORATE CENTER 127 RACINE DRIVE PO BOX 7068
WILMINGTON, NC 28406-7068
GREENVILLE NEW BERN RALEIGH WILMINGTON
[phone] (252) 6 7 2 - 5 4 0 0 [phone] [phone]

Memo to File SW8 970865
On 31612006, 1 received a message from Lawrence Craig, attorney, 815-0085,
concerning the outparcel development at the Independence Commons Food Lion
Shopping Center, SW8 970865.
The pond was sized to accommodate one outparcel with 34,045 square feet of
built -upon area. Mr. Craig had a client who was interested in purchasing the
outparcel for development, but was informed by the permittee's consultant,
Norris, Kuske & Tunstall, that the pond would have to be enlarged to
accommodate the outparcel.
The Division received the Designer's Certification for the pond on February 4,
2000, indicating that all design criteria had been met, except for some slope
erosion and establishing a routine maintenance program. There was no mention
that the required pond size had not been provided.
This bears some consideration and research into what is going on.
2`'

Re: Independence Commons Permit
Subject: Re: Independence Commons Permit
Date: Wed, 14 Aug 2002 12:07:27 -0400
From: "DAN MARTIN - 4803" <[e-mail]>
To: <Noelle. Lutheran@ncmail. net>
CC: [e-mail]>
Noelle: Thank you for the follow up message. I note from our file (which I now
have) that by letter dated July 23, 2002, you sent Mr. Mitchener the Transfer of
Ownership Form with directions that he execute it and forward it to Clark for
execution by our client. We are awaiting receipt of that form and will promptly
respond as you,have requested. I am copying David Fanchina with a copy of this
e-mail and, by doing so, requesting that the form be sent to my attention.
Thank you Dan
>>> Noelle Lutheran <[e-mail]> 08112102 01:12PM >>>
Dan,
The last I saw the pond there were a few bare areas that I f, if the pond is
maintained properly, should vegetate with time. It may be necessary at some point
to throw down a little seed in areas that did not take. Also the last time I saw
the pond, the grass was already overgrown, and cattails are growing again in the
main pond. This office feels that Mitchener has done his part, as promised, and it
is time for.your client to take their
share of the responsibility. I am sure the AG's office feels the same. They need
to start maintaining the pond immediately and the forms need to be submitted.
Please let me know when this will happen.
Sincerely,
Noelle Lutheran
DAN MARTIN - 4803 wrote:
> Noelle: You are aware that Clark has left our firm, and I want to follow up on
this matter. I see your correspondence of July 23 to Mr. Mitchener. I have
visited the site and am concerned about the lack of established vegatation on the
banks/slopes. Please confirm that you have inspected the site and that it is in
compliance and the only outstanding issue is the deed restriction matter. Thank you
for your time and information. Dan
>
> If you have received this confidential message in error,
> please destroy it and any attachments without reading,
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> of the error immediately so that we can prevent it from
> happening again. You may reply directly to the sender
> of this message. Thank You.
If you have received this confidential message in error,
please destroy it and any attachments without reading,
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I ON 8/28/2002 5Z PM

. .. .... ..4-C.... ..�.f.. ..., i.'r_tfl.'t` f'•a. i:.r,. ,..i ' ,. '.-A':-.- . : ;-" .'A Y.. _ .. ..
N
Michael F. Easley, Governor
William G. Ross, Jr., Secretary
North Carolina Department of Environment and Natural Resources
Alan W. Klimek, P.E., Director
Division of Water Quality
Wilmington Regional Office
July 23, 2002
Mr. William Mitchener, Managing Partner
Independence Commons, LLC
PO Box 36799
Charlotte, NC 28236-6799
Subject: State Stormwater Permit Compliance
Independence Commons
Stormwater Project No. SW8 970865
New Hanover County
Dear Mr. Mitchener:
The Wilmington Regional Office has performed a inspection of the subject site to determine
compliance with State Stormwater Permit SW8 970865. It has been determined that the violations
outlined in the Notice of Violation sent to you on May 3, 2001, have been corrected.
The only issue left to resolve is the absence of deed restrictions for the outparcel. Mr. Lane
Holt still owns this outparcel and will be held responsible for recording the required deed restrictions
before he sells the lot.
Please fill out the attached Transfer of Ownership Form and forward it to Mr. Clark Wright.
In turn, the Division expects Mr. Clark's client to sign the form and the Operation and Maintenance
Agreement and return it to this office within 30 days.
If you have any questions concerning this matter, please call me at (910)-395-3900.
Sincerely,,
Noelle Lutheran
Environmental Tech V
RSS1nm1: S:IWQSISTORMWATILETTERS1970865.JUL
cc: Clark Wright
David Fanchina
Lane Holt
Lee Whitehead
Wilmington Regional Office
WIM
NCDENR
N.C. Division of Water Quality 127 Cardinal Drive Extension Wilmington, N.C. 28405 [phone] Fax [phone] Customer Service
800-623-7748

1
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itc Bill M Izener
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The information contained in this facsi6le message is legally privilegod and confideatW information
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Re: Fwy: RE: retention pond repairs estimate
I
1ndepend9lice. GGynmoos
Subject: Re: Fwd: RE: retention pond repairs estimate
Date: Fri, 08 Mar 2002 11:07:55 -0500
From: Noelle Lutheran <No elle.Lutheran@ncmail. net>
To: "CLARK WRIGHT, JR. - 5418" <[e-mail]>
CC: [e-mail]
My only recommendation is that you get a third estimate. Retention Pond Services
certainly has the most experience and 100% guarantees their work. This not mean
that another contractor is not capable of doing the job to the State's satisfaction.
When you do decide, I suggest you do not pay in full until the work is complete and
our office has inspected it. Thank you, Noelle Lutheran
"CLARK WRIGHT, JR. - 5418" wrote:
> Noelle, see attached FYI; I had to re -send; still had your e-mail address and name
spelled incorrectly in my address book; sorry for the oops'
> Clark
> p.s. would appreciate your and Linda's input on the issue of what it REALLY takes
to get this pond right,;,the guy I talked to says Linda really respects him, and that
the guy Mitchener got an estimate from is not all that experienced, and is giving a
cheapo estimate that will not result in the new grass taking hold - can you give
me a call tomorrow morning and let me know what you folks think? 252-672-5419
> thanks
> If you have received this confidential message in error, please destroy it and any
> attachments without reading, printing, copying or forwarding it. Please let us
know
> of the error immediately so that we can prevent it from happening again. You may
> reply directly to the sender of this message. Thank You.
> ------------------------------------------------------------------------
> Subject: RE: retention pond repairs estimate
> Date: Thu, 07 Mar 2002 I7:35:22 --0500
> From: "CLARK WRIGHT, JR. - 5418" <[e-mail]>
> To:<[e-mail]>
> I've contacted Retention Pond Associates; not planning to .retain them; they are
the ones your client dealt with first; they have your present estimate; verbally
they have told me that there is no way your estimate can fix the pond, and that the
split should be about 50-50 re the resloping/re-grassing versus sediment removal.
Their company has firsthand knowledge of this pond, dating back to the spring/summer
of 2000. They made theafollowing specific points relevant to a valid estimate:
> 1) The work has to be crone such that the re -seeding and re -sloping has a chance
to work; i.e., it is one thing to give an estimate for taking old grass off and
throwing seed and straw down, and another to give an estimate guaranteeing that the
majority of the new grass seed actually sprouts, takes hold and lives.
> 2) It is the professional opinion of this company that the existing side slopes
are too steep to hold seed, and that sod is needed to re -grass the pond; obviously,
sod is significantly more expensive.
> 3) To my knowledge, this company has been around longer than any other retention
pond outfit in the Wilmington area.
> 4) The owner of this company is willing to testify that the existing pond was
never installed correctly, was never installed to design spec depths, and that the
1 of 3 3/8/2002 12:50 PM

Re: rwd: RE: retention pond repairs estimate
J
4
vast majority of the sediment/soil that must be removed from the pond came from the
initial design defects [i.e., not digging it to depth to start with, coupled with
huge sediment loading due to poor grassing and stabilizing early on]. This fellow
has documents confirming that this was the state of affairs existing as of the
spring of 2000, well before the property was sold to our client.
> 5) An appropriate estimate should include a guarantee as to the new grass work
taking hold and staying in place.
>,.The bottom line. This expert has personal knowledge, extensive experience, and
verbally has informed me that to do the job such that the pond is in shape to
continue in the future to perform with only ordinanry maintenance likely will be in
the neighborhood of $32,000.00, of which about half will be to remove old grass,
re -slope sides, and put in new sod grass that will stabilize the pond and not result
in immediate, additional erosion or loss of grass seed.
> I will provide you with written documents once I receive them. Perhaps we can
jointly identify a third person to give an estimate, and then get on the phone with
Linda/Noell?
> Best regards,
> Clark Wright
> >>> "Franchina, David"<dfranchinagkennedycovington.com> 03107102 04:38PM >>>
> Clark --
> Thanks for the note. I'm not sure I agree with you on the "one-sidedness" of
> the estimate. (I certainly don't agree with your insinuations of a
> suspicious "deal;" throwing bricks isn't the best way to approach the
> negotiating table.) My experience, Clark, is that it .is much more expensive
> to dig dirt up, haul it away, and dispose of it than it is to move it
> around. (That's why just about every developer does its best to avoid
> bringing fill in from off site or moving it there.)
> Obviously, you're welcome to have the estimate reviewed by as many engineers
> as possible, but I'm not sure how "neutral" any of them would be if you
> retain them. Moreover, I'll point out that the estimate we provided you is
> from a contractor that DWQ has already approved, with an approved "scope of
> work" based on field discussions. At some point, we will just need to trust
> each other that the deal is good enough and move on.
> As for getting back to me and Jill, you're obviously free to communicate
> with Jill, but I got the sense on our last call that she wanted us to work
> this out ourselves and then get back to her. Thus, I don't plan on copying
> her again until we get this resolved.
> Regards,
> Dave
> -----Original Message-----
* From: CLARK WRIGHT, JR. - 5418 [mailto:ICW0wardandsmith.comJ
> Sent: Tuesday, March 05, 2002 I0:00 AM
> To: [e-mail]
> Cc: [e-mail]; DAN MARTIN - 4803
> Subject: retention pond repairs estimate
> David, thanks for your letter and enclosed estimate; my initial reaction is
> that the estimate is suspiciously one-sided [i.e., your client has worked a
> deal with the guy to g-et him to load his cost into the sediment removal part
> of the deal]. However, I am not an expert in these matters, so I plan to
> have that estimate reviewed by several neutral engineering companies. I wll
2 of 3 3/8/2002 12:50 PM

Re: Fwd: RE: retention pond repairs estimate
V
> then get back to you and Jill with the results of my independent "due
> diligence."
> Best regards,
> Clark Wright
> if you have received this confidential message in error, please destroy it
> and any
> attachments without reading, printing, copying or forwarding it. Please let
> us know
> of the error immediately so that we can prevent it from happening again.
> You may
> reply directly to the sender of this message. Thank You.
Noelle Lutheran <Noelle.Lutheran cr,nemail.net>
3 of 3 3/8/2002 12:50 PM

WARD AND SMITH, P. A.
ATTORNEYS AT LAW
March 19, 2002
VIA TELECOPIER
ORIGINAL VIA U.S. MAIL
David A. Franchina, Esq.
Kennedy Covington
100 North Tryon Street, 42d Floor
Charlotte, NC 28202-4006
RE: Settlement of Retention Pond Repair Issues
Our File 000899-0004-004-01
DWQ Permit No. SW8-970865
Dear David:
hl"MIMIM11"o
I. CLARK-%Ak6G•id1-- J•R` ---`~-----
[phone]
FAX [phone]
icw@wardandsmith,com
COPY
The purpose of this letter is to propose a resolution of the dispute between our respective clients
regarding the Independence Commons Retention Pond. Based upon recent telephone
conversations with Noelle Lutheran of the Division of Water Quality (DWQ), and our client's
express authorization, we would propose that this matter be settled as follows:
1) Your client retain the retention pond repair consultant of its choice and immediately
begin work to remove all existing love grass, re -grade pond slopes and either re -seed or
re -sod all pond slopes with grass vegetation acceptable to Noelle Lutheran of DWQ.
2) Your client arrange for all needed on -site inspections by Noelle Lutheran, and any other
appropriate DWQ officials to determine whether all needed pond repairs have been
completed to the satisfaction of DWQ, specifically including but not limited to the re-
establishment of design pond depths/capacity, and establishment of permanent, lawful
pond slope vegetation, with pond slope ratios meeting DWQ standards.
3) Upon receipt of written certification from DWQ that the pond has been repaired to meet
all applicable regulatory requirements [specifically including but not limited to the above
items], and that all other requirements of the governing storm water pennit are in
1001 COLLEGE COURT 1'o i3ox 867 NEW BERN, NC 28563-0867
GREFNVILLE NEW 13ERN RALEiIGH WILMINGTON
[phone] (252) G72-5400 [phone] (910) 794-480o

WARD AND SmiTH,PA.
David A. Franchina, Esq.
March 19, 2002
Page 2
compliance, our client will pay your client the fixed sum of $3,500.00. In addition, our
client will agree to accept transfer of the existing storm water permit [No. SW8-97-865].
If the above terms are satisfactory to your client, please let me know and copy your reply to
Noelle and Jill Hickey, so that we ill can put this matter to bed.
Thanks much for your attention to this matter. In that regard, 1 remain
Yours truly,
I. Clark Wright, Jr.
ICW:icw
NBMAIN1480349.1
cc: Mr. Joseph Roper
Mr. Lane Holt
Ms. Noelle Lutheran
Jill Hickey, Esq.

`1r
State of North Carolina
Department of Environment
and Natural Resources
Wilmington Regional Office
Michael F. Easley, Governor
William G. Ross, ,lr., Secretary
Division of Water Quality
May 3.2001
CERTIFIED MAIL 47000 2870 0000 1709 6687
R17-TURN RECEIPT REQUESTED
Mr, William Mitchener, Managing Partner
Independence Commons, LLC
PO Box 36799
Charlotte, NC 28236-6799
Dear Mr. Mitchener:
1 ° o
NCDENR
NORTm CAROI.INA DEPARTMENT OF
ENVIRONMENT AND NATURAL RESOURCES
Subject: NOTICE OF VIOLATION
Independence Commons
Stormwater Permit No. SW8 970865
New Hanover- County
On May 2, 2001, Wilmington Regional Office personnel performed a Compliance Inspection of the project
known as Independence Commons, located Corner of Carolina Beach Road and Independence Boulevard in New
Hanover County, North Carolina. The inspection was performed to determine the status of compliance with
Stormwater Permit Number SW8 970865, issued to you on January 28, 1998. The last compliance inspection was
performed on February 4, 2000 by Ms. Linda Lewis. The compliance issues in that inspection have not fully been
addressed and are again repeated below as compliance issues.
The project has been found in violation of Stormwater Permit Number SW8 970865, issued pursuant to the
requirements of l 5A NCAC 2H.1000, The violations found are:
Section 1, Part 5 - Failure io record the proper deed restrictions limiting the built -upon area on the
outparcel.
Section 11, Part 2- Failure to provide the operation and maintenance necessary to assure the
perrnittedsystet?i.functionsctt optimuns efcieracy. The approved Operation and 1faintenancePlan
must he followed in its entirety and,nzaintenance must occur at the scheduled intervals including,
but not lindled to:
a. Semiannual scheduled inspections (ever)) 6 months).
b. Sediment removal.
C. Mowing and revegetation of side slopes.
d. Immediate repair of e'rode'd areas.
e. Maintenance of side slopes in accordance with approved plans and specifications.
f, Debris removal and unclogging of outlet structure, orifice device and catch hasins and
piping.
127 Cardinal Dr. Ext., Wilmington, North Carolina 28405 'Telephone [phone] FAX [phone]
An Equal Opportunity Affirmative Action Employer 50'%, recycle dtl0%. post -consumer paper

le
14.
Nor. MitehCrier
May 3, 2001
Stormwater Permit No. SW8 970865
---------------------------------------------
To correct these violations you must :
Provide a written "Plan of Action" which outlines the actions you wiI] take to correct the violation(s)
and a time frame for completion of those actions, on or before May 17, 2001.
2. The grass cover provided, love grass, is not an acceptable type of grass cover for the use of erosion
control. Repair the eroded areas and reseed or sod the slopes with a stable non -clumping type of
permanent vegetated cover.
Check the -outlet orifice for clogging and clear away the muck and vegetation away from the outlet
structure to prevent future clogging.
4. `bake depth measurements throughout the pond and fore bay to determine if the sediment removal
benchmark has been reached. From the site inspection it is clearly evident from the sediment .
accumulation in fore bay that the fore bay most definitely needs to be dredged out. If the pond
volume has been reduced to 75% of the original design then the main pond itself will need to be
dredged. Supply this Office with a sketch of the pond with the different depth measurements across
the pond.
Provide a copy of the recorded outparcel deed restrictions including the statements required within
the permit under Section I. Part 5.
Failure to provide the "Plan of Action" by May 17, 2001, or to correct the violations by the date designated
in the "Plan of Action", are considered violations of 15A NCAC 2H.1000, and may result in the initiation of
enforcement action which may include recommendations for the assessment of civil and criminal penalties, pursuant
to NCGS 143-215.6A.
By copy of this letter to the New Hanover County Building Inspector, this Office is requesting that the
Building Inspector consider withholding building permits and Certificates of Occupancy for this project until this
matter is satisfactorily resolved.
If you have any questions concerning this matter, please call Mr. Scott Vinson at [phone].
Sincerely,
Rick Shiver
Water Quality Regional Supervisor
RSSlsav: S:1WQS1S`1'ORMWATINOTICE1970865.MAY
cc: Phil Norris, P.E.
Tony Roberts, New Hanover County Building Inspections
Scott N6nson----,�.

It is impossible for DWQ staff to know if the design depth is being maintained with a
visual inspection. Part of required O&M is for permittee to check it every 6 months. By
the time you can actually see the sediment accumulation, it is too late. That's why there
was a delay in reporting this as a problem. Between the February 4, 2000, inspection and
the May 3, 2001, violation, erosion of the slopes due to the dead vegetation had caused
sediment to accumulate to the point that it was visible, therefore, it was included in the
violation but not in the inspection.
2. Need to keep in mind the permit conditions and the permittee's responsibility in
complying with them. Maintain pond, record and submit deed restrictions, and notify the
Division of change in ownership. Until a permit is officially transferred by the Division,
it is the permittee's responsibility to maintain compliance with the permit conditions.
I talked to Randy Robinson on Friday, May 19, 2000, regarding meeting at site. A
meeting was not necessary. Love Grass is a clumpy grass by nature and is not suitable for
use in NC as either temporary or permanent grass cover. It needed to be replaced since it
had died and there was erosion. There was no point in meeting since I told him the same
thing over the phone that I could tell him in a meeting.
4. If Mr. Mitchener thought he had brought the pond into compliance before he sold it in
November, 2000, then why was the Love Grass still on the pond slopes in May, 2001?
The certification submitted on February 14, 2000, noted that there was erosion on the
slopes and to provide ongoing maintenance.
The bottom line is the fact that Independence Commons, LLC, failed to comply with at
least 4 permit conditions. The results of that non-compliance are that the pond needs to be
revegetated with appropriate permanent vegetation, that deed restrictions limiting the
built -upon area on the outparcel need to be recorded, that a copy of those recorded deed
restrictions still needs to be submitted, and that the permit still needs to be transferred to
the new owners. How these things come into being, and who pays for what, is a civil
matter to be worked out between Independence Commons, LLC, and RWT Independence
Commons, LLC.
6. Please request a copy of the maintenance records, as required by Condition II.3 of the
permit. Those records should indicate what work was done, when, and by whom. If pond
was brought into compliance, there should be bills associated with the expense. Can we
request copies of those bills?
T Love Gr-55
5 W/ al)
S 16�es ire.
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slops - nc: o4ko­ jr ?_z" h2s bee.,
slvv5h,'n�C .

State of North Carolina
Department of Environment
and Natural Resources
Wilmington Regional Office
James B. Hunt, Jr., Governor
Wayne McDevitt, Secretary
Division of Water Quality
January 28, 1998
Mr. William Mitchener, Managing Partner
Independence Commons, LLC
PO Box 36799
Charlotte, NC 28236-6799
/ o
NCDENR
ENVIRONMENT AND NATURAL RESOURCE$
Subject: Permit No. SW8 970865
Independence Commons Shopping Center
High Density Commercial Stormwater Project
New Hanover County
Dear Mr. Mitchener:
The Wilmington Regional Office received the Stormwater Management Permit Application for Independence Commons
Shopping Center on August 28, 1997, with final information on December 1, 1997. Staff review of the plans and
specifications has determined that the project, as proposed, will comply with the Stormwater Regulations set forth in Title
15A NCAC 2H.1000. We are forwarding Permit No. SW8 970865 dated January 28, 1998, for the construction of
Independence Commons Shopping Center.
This permit shall be effective from the date of issuance until January 28, 2008, and shall be subject to the conditions and
limitations as specified therein. Please pay special attention to the Operation and Maintenance requirements in this permit.
Failure to establish an adequate system for operation and maintenance of the stormwater management system will result
in future compliance problems.
If any parts, requirements, or limitations contained in this permit are unacceptable, you have the right to request an
adjudicatory hearing upon written request within thirty (30) days following receipt of this permit. This request must be
in the form of a written petition, conforming to Chapter 150B of the North Carolina General Statutes, and filed with the
Office of Administrative Hearings, P.O. Drawer 27447, Raleigh, NC 27611-7447. Unless such demands are made this
permit shall be final and binding.
If you have any questions, or need additional information concerning this matter, please contact Linda Lewis, or me at
[phone].
Sincerely,
Rick Shiver, P.G.
Acting Regional Water Quality Supervisor
RSS/arl: S:IWQSISTORMWATIPERMIT1970865.JAN
cc: Phil Norris, P.E.
Tony Roberts. New Hanover County Inspections
Beth Easley, New Hanover County Engineering
David Mayes, P.E., City of Wilmington Engineering
Linda.Lewisw..__
Wilmington Regidnal-Office
Central Files
127 North Cardinal Dr., Wilmington, North Carolina 28405 Telephone [phone] FAX [phone]
An Equal Opportunity Affirmative Action Employer 50% recycled/]0% post -consumer paper

State Stormwater Management Systems
PerMit No. SWS 970865
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
Independence Commons, LLC
Independence Commons Shopping Center
New Hanover County
FOR THE
construction, operation and maintenance of a detention pond 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 January 28, 2008 and shall be subject to the following specified
conditions and limitations:
I. DESIGN STANDARDS
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 on page 3 of this
permit, the Project Data Sheet. The stormwater control has been designed to handle the runoff from 238,341 square
feet of impervious area.
3. Approved plans and specifications for this project are incorporated by reference and are enforceable parts of the
permit.
4. The tract will be limited to the amount of built -upon area indicated on page 3 of this permit, and per approved
plans.
2

r
State Stormwater Management Systems
Permit NQ. SW87
DIVISION OF WATER QUALITY
PROJECT DATA SHEET
Project Name:
Independence Commons Shopping Center
Permit Number:
970865
Location:
New Hanover County
Applicant:
Mr, William Mitchener, Managing Partner
Mailing Address:
Independence Commons, LLC
PO Box 36799
Charlotte, NC 28236-6799
Application Date:
August 28, 1997
Water Body Receiving Stormwater Runoff:
UT Barnards Creek
Classification of Water Body:
"C Sw'r
If Class SA, chloride sampling results:
n/a
Pond Depth, feet:
7.5
Permanent Pool Elevation, FMSL:
24
Total Impervious Surfaces, ft2:
238,341
Outparcels, ft2
34,045
Future, ft2
n/a
Offsite Area entering Pond, ft2:
none, per Engineer
Required Surface Area, ft2:
8,054
Provided Surface Area, ft2:
9,724
Required Storage Volume, ft3:
19,217
Provided Storage Volume, ft3:
22,076
Temporary Storage Elevation, FMSL:
26
Controlling Orifice:
2" pipe
3

State Stormwater Management Systems
Pumit Na, SW8 970865
5. Deed restrictions must be recorded prior to the sale of any outparcel or future area shown on the approved plans
to ensure that future owners are made aware of the built -upon area limitations. The following statement must be
recorded:
"To ensure continued compliance with the NC Division of Water Quality Stormwater Management Permit
Regulations, 15A NCAC 2H.1000, Outparcel 1 as shown on the approved plans are limited to 34,045
square feet of built -upon area, inclusive of that portion of the right-of-way between the front lot line and
the edge of the pavement, structures, pavement, walkways of brick, stone, slate, but not including wood
decking or the water surface of swimming pools."
"All built -upon area from Outparcel 1 must be directed into the permitted stormwater control system."
"Additional built -upon area will require a permit modification."
"The connection into the stormwater control shall be made such that short-circuiting of the system does not
occur."
b. The permittee is responsible for verifying that the proposed built -upon area does not exceed the allowable built -
upon area.
7. The following items will require a modification to the permit:
a. Any revision to the approved plans, regardless of size.
b. Project name change.
C. Transfer of ownership.
d. Redesign or addition to the approved amount of built -upon area.
C. Further subdivision of the project area.
f. Filling in, altering, or piping of any vegetative conveyance shown on the approved plan.
In addition, the Director may determine that other revisions to the project should require a modification to the
permit.
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.
11. SCHEDULE OF COMPLIANCE
The permittee will comply with the following schedule for construction and maintenance of the stormwater
management system:
The stormwater management system shall be constructed in it's entirety, vegetated and operational for it's
intended use prior to the construction of any built -upon surface except roads.
b. During construction, erosion shall be kept to a minimum and any eroded areas of the system will be
repaired immediately.
All connections into the stormwater system from future areas/outparcels shall be made such that short-
circuiting of the system does not occur,
13

State Stormwater Management Systems
Permit No. W970865
2. The permittee shall at all times provide the operation and maintenance necessary to assure the permitted stormwater
system functions at optimum efficiency. The approved Operation and Maintenance Plan must be followed in its
entirety and maintenance must occur at the scheduled intervals including, but not limited to:
a. Semiannual scheduled inspections (every 6 months).
b. Sediment removal.
C. Mowing and revegetation of side slopes.
d. Immediate repair of eroded areas.
C. Maintenance of side slopes in accordance with approved plans and specifications.
f. Debris removal and unclogging of outlet structure, orifice device and catch basins and piping.
g. Access to the outlet structure must be available at all times.
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.
4. 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.
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.
6. A copy of the recorded deed restrictions must be submitted to the DWQ within 30 days of the date of the recording.
The recorded copy must be signed by the permittee, dated, stamped with the deed book number and page, and bear
the stamp of the Register of Deeds.
7. 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.
8. Prior to the sale of any portion of the property, an access/maintenance easement to the stormwater facilities shall
be granted in favor of the permittee if access to the stormwater facilities will be restricted by the sale of any portion
of the property.
III. GENERAL CONDITIONS
This permit is not transferable. In the event there is a desire for the facilities to change ownership, or there is a
name change of the Permittee, a formal permit request must be submitted to the Division of Water Quality
accompanied by an application fee, 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.
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) which
have jurisdiction.
R

State Stormwater Management Systems
Permit No. SW8 970865
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.
The permittee grants DENR Staff permission to enter the property 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.
Permit issued this the 28th day of January, 1998.
NORTH CAROLINA ENVIRONMENTAL MANAGEMENT COMMISSION
(—.A. Preston Howard, Jr., P.E., Director
Division of Water Quality
By Authority of the Environmental Management Commission
Permit Number SW8 970865
In

State Stormwater Management Systems
Pgrmit No, SW8 970865
Independence Commons Shopping Center
Stormwater Permit No. SW8 970865
New Hanover County
Engineer's Certification
I, as a duly registered Professional Engineer 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.
Noted deviations from approved plans and specification:
Signature
Registration Number
Date
%1
SEAL

DIVISION OF WATER QUALITY
A&K 97139
NORTH CAROLINA STORMWATER MANAGEMENT PERMIT APPLICATION
I. GENERAL INFORMATION
(Please print clearly or type)
1. Project Name: Independence Commons
2. Location, directions to project (include County, Address, State Road) Attach map. New Hanover County
Corner of Carolina Beach Road and Independence Blvd.
3.Owner's Name: Independence Commons, L.L.C. Phone: [phone]
4. Owner's Mailing Address: P.O. Box 36799
City Charlotte
5. Nearest Receiving Stream
6. Project description Retail Shopping Center
II. PERMIT INFORMATION
State NC Zip 28236-6799
Class C Sw
1. Permit No.(To be filled in by DWQ) _ 560 9 -f /0 T (Q 5
2. Application Date 6/11/97 Fee enclosed $ 385.00
3. Permit Type X New Renewal Modification(existing Permit No.)
4. Proj Type Low Density X Detention Infiltration Redevelop General Alter Offsite
5. Other State/Federal Permits/Approvals Required (Check appropriate blanks)
CAMA Major Sedimentation/Erosion Control X 404 Permit
Ill. BUILT UPON AREA (Please see NCAC 211..1005 thne .1007 for applicable density limits)
Drainage Drainage Breakdown of Impervious Area
BA n BRain (Please indicate below the design impervious area)
Classification C SW
Buildings 1.064 Ac.
Existing Built -upon Area 0 Streets NIA
Proposed Built -upon Area 5.47 Ac. Parking/SW 3.47 Ac.
Total Project Area 7.39 Ac. Other 0.93 Ac. future buildin & parking
% impervious Area 74.02 Totals 5.47 Ac.
STORMWATER TREATMENT (Describe how the ninoff will be treated)
Retention Pond

V. DEED RESTRICTIONS AND PROTECTIVE COVENANTS
Deed restrictions and protective covenants are required to be recorded for all low density projects and all
subdivisions prior to the sale of any lot. Please see Attachment A for the specific items that must be recorded for
the type of project applied for.
By your signature below, you certify that the recorded deed restrictions and protective covenants for this project
shall include all the items required by the permit, that the covenants will be binding on all parties and persons
claiming under them, that they will run with the land, that the covenant cannot be changed or deleted without
concurrence from the State, and that they will be recorded prior to the sale of any lot.
VI. OWNER'S CERTIFICATION
1,
William Mitchener
, certify that the information included on this permit
(Please print or type name clearly)
application form is correct, that the project will be constructed in conformance with the approved plans, that the
deed restrictions will be recorded with all required permit conditions, and that to the best of my knowledge, the
proposed project complies with the requirements of 15A NCAC 21-1.1000.
I authorize the below named person or firm to submit stormwater plans on my behalf.
VII. AGENT AUTHORIZATION (MUsrBECOMPLETED)
Person or firm name J. Phillip Norris, P.E./ Andrew & Kuske Consulting Engineers, Inc.
Mailing Address 902 Market Street
City Wilmington
State NC Zip 28401 Phone [phone]
Please submit application, fee, plans and calculations to the appropriate Regional Office.
cc: Applicant/WiRO//Central Files
Office Use Only
STORMWATER
112 LVED
AUG 2 8 1997
3y: ftoSR'7OSCo7

ATTACHMENT A
LOW DENSITY AND SUBDIVISION PROJECTS
GENERAL SUBMITTAL REQUIREMENTS
A completed stormwater permit application.
2. Two sets of plans showing north arrow, scale, revision date, property/project boundaries, lot lines,
proposed and existing contours, drainage areas, mean high water line, wetlands, easements, the 30'
minimum vegetated buffer between impervious areas and surface waters, proposed impervious areas, and
road cross -sections.
Calculations of the built -upon area, for subdivision, please show the methodology for arriving at the per lot
built -upon area. For non -subdivision projects, please break down the calculation into buildings, roads,
parking and other (include all impervious areas).
4. Low density projects with curb and gutter will require:
a. Drainage area delineation and swale locations shown on the plans.
b. Detail of the swale, showing minimum 5:1 side slope.
C. Velocity calculations, indicating a non -erosive flow for the 10 yr storm.
d. Inlet and outlet elevations. Maximum longitudinal slope is 5%.
e. The type of vegetated cover specified on the plans.
f. A flow spreader mechanism located at the swale entrance.
g. A signed Operation and Maintenance Plan.
DEED RESTRICTIONS REQUIREMENTS
The following statements must be included for all low density projects, and for all subdivisions:
No more than square feet of any lot, including that portion of the right-of-way between the edge
of pavement and the front lot line, shall be covered by impervious structures, including asphalt, gravel,
concrete, brick, stone, slate or similar material, not including wood decking or the water surface of swimming
pools. This covenant is intended to ensure continued compliance with the stormwater permit issued by the State
of North Carolina. The covenant may not be changed or deleted without the consent of the State.
No one may fill in or pipe any roadside or lot -line swale, except as necessary to provide a minimum driveway
crossing.
For curb and gutter projects, no one may pipe, fill in, or alter any lot line Swale used to meet North Carolina
Stormwater Management Permit requirements.
NOTE: If lot sizes vary significantly, the owner/developer must provide an attachment listing each lot number, size,
and the allowable built -upon area for each lot.

l
O S
ATTORNEYS AT LAW
David A. Franchina
704,331.7543
[e-mail]
November 1, 2001
VIA FAX AND MAIL
Mr. Rick Shiver
Water Quality Regional Supervisor
North Carolina Division of Water Quality
127 Cardinal Drive Extension
Wilmington, NC 28405
NOV ®,5 2#01
RE: Notice of Recommendation for Enforcement, Independence Commons
Stormwater Permit No. SW8 970865
New Hanover County
Dear Mr. Shiver:
This Firm represents Independence Commons, LLC, with respect. to the referenced .
matter. This correspondence follows up on a telephone conversation last week with Ms. Noelle
Lutheran of your office, and your September 28, 2001, correspondence.
Since receiving your letter, Independence Commons, LLC, engaged a contractor to meet
with Ms. Lutheran to discuss the stormwater pond at the Independence Commons Shopping
Center. After those discussions, it appears that DWQ believes that approximately $15,000 in
work is necessary with respect to the stormwater pond. According to the contractor,
approximately $3,000 of those costs relate to issues that were identified by DWQ in its February
2000 inspection of the pond. The remaining costs relate to capital improvements of the
stormwater pond or matters that arose after the inspection.
Your September 28 correspondence states that the current owner of the shopping center
(RWT-Independence Commons, LLC) informed DWQ it purchased the property after DWQ
issued a notice of violation. Your letter also states that RWT-Independence Commons, LLC was
not informed about the status of the stormwater pond when it purchased the shopping center.
It goes on to state that the inadvertent oversight by Independence Commons, LLC and RWT-
Independence Commons, LLC to arrange for permit transfer is a permit violation. DWQ then
takes the position that because of this inadvertent oversight, Independence Commons, LLC
must "bring the pond into compliance;' after which RWT-Independence Commons, LLC will
take over the permit and maintenance of the pond.
DWQ has apparently been misled by RWT-Independence Commons, -LLC,. DWQ,
inspected the stormwater pond and .provided Independence Commons, LLC with a.report in
TE R A L C I C If R O C K !1 1 L L LDBDELL & H[CKMAN, L.L.P. www.ke�iriedycovi?igtopi.com BANK OF AMERICA CORPORATE CENTER
C it A R L O T R
KGNNEDY COVphane704.331,7400 100 NORTH TRYON STREET, 42nd FLOOR
facsimile 704,331.7598 CHARLOTTE, NORTH CAROLINA 28202-4006
2014092.01

Mr. Rick Shiver
November 1, 2001
Page 2
February, 2000. Independence Commons, LLC retained a contractor to address the deficiencies
noted in the report and asked DWQ to revisit the site to confirm that the deficiencies were
satisfactorily addressed. Even though DWQ did not reinspect the shopping center prior to
closing, Independence Commons, LLC reasonably believed it had complied with DWQ's
requests. Therefore no special mention of the situation was made when the shopping center
was sold in October 2000. Nearly seven months after the property was sold, DWQ issued a
Notice of Violation to Independence Commons, LLC, which it forwarded to RWT-
Independence Commons, LLC as -the new owner of the shopping center. Apparently, RWT-
l1zdepend nce Connmons, LLC ref bsk s to"take any action"in responwe to the notice. Instead, it
asked DWQ to intervene in what is clearly a dispute between private parties.
Independence Commons, LLC is dismayed that DWQ would use its scarce enforcement
resources to intervene in a private party dispute. RWT-Independence Commons, LLC knew, or
should have known, that a stormwater pond existed at the shopping center, and that regulatory
obligations came along with the pond. RWT-Independence Commons, LLC either performed
no due diligence prior to its purchase of the shopping center, or performed some and ignored it.
By contrast, Independence Commons, LLC, at most inadvertently failed to have a routine
document executed at closing. Now, however, RWT-Independence Commons, LLC seeks to
have the state intervene in a private dispute and impose upon Independence Commons, LLC an
obligation to conduct extensive repairs to a system that has been operated by another entity for
nearly a year. In light of the technical paperwork oversight at issue, this seems so
disproportionate as to be arbitrary, capricious, and otherwise violative of law.
Independence Commons, LLC is also dismayed that DWQ's concerns are addressed to it
alone as the "permittee" under the permit. The permit is issued in the name of Independence
Commons, LLC and Independence Commons Shopping Center. Thus, the owner/operator of
the shopping center is as much a permittee as the entity that initially applied for the permit.
Fairness dictates that current concerns about the operation of the stormwater pond must, at a
minimum, be addressed to both entities. Failing to do so would set theunfortunate precedent
that a transferee of property coald use a paper vorl: over rghI- to. c..,oid forever an
responsibility for stormwater permitting.
As discussed with Ms. Lutheran recently, Independence Commons, LLC is willing to
work with DWQ to resolve this matter. Independence Commons, LLC is willing to address
once again the measures identified in DWQ's February 2000 inspection report concerning the
shopping center. It is not, however, willing to correct subsequently occurring problems or to
undertake the capital improvements sought by RWT-Independence Commons, LLC. If this is
not acceptable to DWQ then Independence Commons, LLC hereby requests that coverage
under the referenced permit be terminated immediately.
Independence Commons, LLC looks forward to reaching a fair and equitable resolution
to this paperwork oversight. Plainly, though, obligating Independence Commons, LLC to fix
2014092.01

Mr. Rick Shiver
November 1, 2001
Page 3
problems caused by others and to conduct extensive capital improvements of someone else's
property constitutes unwarranted interference into a private business transaction.
Please contact me if you have questions.
Sincerely,
David A. Franchina
For the Firm
DAF/cwr
cc: Ms. Noel Lutheran, DWQ
Mr. William Mitchener
W. Daniel Martin, III, Esquire
2014092.01

David A. Franchina
704.331.7543
dfranchina®kennedycovington.com
ATTORNEYS A-T LAW
December 20, 2001
VIA FACSIMILE AND REGULAR MAIL
L Clark Wright, Jr., Esquire
Ward & Smith, P.A.
1001 College Court, P. O. Box 867
New Bern, NC 28563
RE: Independence Commons Shopping Center
Your File Number 000899-004-001
Dear Clark:
7DEC
EIVED
2 7 2001
This letter will follow up on our conversation last evening. As I mentioned during our
telephone call, my client has received a revised estimate to perform the work that Noelle
Lutheran has indicated would be acceptable to resolve the concerns expressed by DWQ with
respect to the retention pond at Independence Commons Shopping Center. According to
Mr. Whitehead, the work he was willing to perform in October for $15,000, he is now willing to
perform for $12,000. 1 have attached a copy of Mr. Whitehead's revised proposal for your
information.
As you may recall, my client offered to pay one-half of Mr. Whitehead's fees to resolve
the dispute between our clients. That offer still stands (subject to the other conditions laid out
in my November 28, 2001 letter on the subject). Of course, now that Mr. Whitehead has reduced
the cost of his services to $12,000, the payment my client would be willing to make to resolve
this matter is now $6,000.
As I have mentioned in earlier correspondence, we look forward to a prompt resolution
of this matter so that work can begin out in the field.
Please contact me if you have questions.
Best regards.
Sincerely,
avid A. Franchina
For the Firm
DAF/cwr
KENNEDY COVINGTON LOSDELL & HICKMAN, L.L.P, n,u,¢o.Renf+edycoviiigtoli.corn BANK OF AMERICA CORPORATE CENTER
C H A R L 0 T T£ R A L E I G H R 0 C K H I L L phone [phone] NORTH TRYON STREET, 42nd FLOOR
facsimile 704.331.7598 CHARLOTTE, NORTH CAROLINA 28202-4006
2026619.01

I. Clark Wright, Jr., Esquire
December 20, 2001
Page 2
cc: Ms. Noelle Lutheran
Mr. William T. Mitchener
E. Allen Prichard, Esquire
W. Daniel Martin, III, Esquire
2026619,01

OCT-25-2001 03!33 AM
J ,
P_ 01
WHITEHEAD INC. 1 FROND TECH
3421 Hwy. 210 West lee: 443.6388
Hampstead, NC28443 Michooi,4434389
Office:270-4907 Website: Pondtechlerraahare,com
POND CLEANINO A MAINT., TRLCX Nl3, F111 & Fbck, [FARING d WADW, COWMUCTION EMIR a aO. Dmn A inaneore
PROPOSAL
Attn: Mr. Bill Minehner
Fax: [phone]
Oct. 2.4, 2001
WORN 7-0 BE DONE TO RETENTION POND LOCATED AT THE CORNER OF
CAROLINA BEACH RD, AND INDEPENDENCE BLVD.
As diactiOaed with Noollo J,utheran: The interior elopes of
the pond must be stripped off, re—seoded with rye grass and
wheat straw installed for erosion reaaons.
Bottom elevation of pond must be put back to.origiftal depth..
All the Rip -Rap stone is 0. ,K.
All sedimentation, strapping9, and root mat will be hauled
away and disposed of.
TOTAL PRICE; $ 00.00
Thank You, Lae Whitehead
All malarll1liJul ranteedItbanquifed. Ailwartlebocalpletadlie Anyillmilanor*a 01Ironlebar11pa 1[kifin
inrolrinp aaln cub ill] be utcutad oaly upon wrltf i e4m, aed will bola 11 aatrl ehaga 1d abaea d+a a:iirnato, . ! asap canU upol alrlta�, eccidenta, ordalaya
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DaraalAtoplanw

! WATER &-LAND SECTION Fax:[phone]
Feb 8 '02 14:52 P.01
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L WATER & LAND SECTION Fax:[phone] Feb 8 '02 14:52 P.02
David A. Franchina
704/331-7543
Dfranchina®kennedy covington•com
AT T uuNF.YS P, T T.AW
February 5, 2002
RECE1%/E'.--)
Jill Beth Hickey, Esquire FEB 0 7 20P
NC Department of Justice
Environmental Division C Ml ukjvc'y GENERA..•.
i . C. Box 629 r
r r,r••�^�n�
Raleigh, NC 27602-0629
RE: Lndependence Commons Shopping Center
Stormwater Permit No_ SW8 970865
New Hanover County
Dear Jill:
This letter will follow up on a telephone conversation we had several months ago. T71is
Firm represents Independence Commons, LLC, the former owner of the Independence
Commons Shopping Center in Wilmington, North Carolina. The shopping center is owned by
RWT Independence Commons, LLC. Since last summer, we have been trying to reach an
agreement concerning responsibility for the stormwater detention pond that is the subject of the
referenced permit. Most of the dispute relates to responsibility for pond dredging and
regrading. DWQ has become involved in this dispute and has issued a Notice of
Recommendation for Enforcement (Copy enclosed for ease of reference). We do not believe that
enforcement is warranted or prudent, as this is basically a real estate dispute between private
parties. Thus, we would appreciate your assistance in finding a resolution that is fair to all
involved, that protects the environment, and that preserves the States scarce enforcement
resources.
Let me provide some background. The referenced permit was issued in January 1998.
On February 4, 2000, DWQ prepared a Stormwater Compliance Inspection Report, which
described four "Compliance Issues" and four "Required Actions," none of which related to
pond depth or dredging and regrading the pond (copy enclosed). A contemporaneous
Maintenance h-ispection by the City of Wilmington (dated January 31, 2000) identified two
compliance issues and two corrective actions, neither of which related to pond depth or
dredging and regrading the pond. Independence Commons, LLC, undertook to address khe
Compliance issues and required actions, and thought it did so adequately. (At about the same
time, Independence Commons, LLC, received an unsolicited proposal for dredging work in the
pond.) Despite several requests, though, neither DWQ or the City of Wilmington was able to
reinspect the pond to confirm that the compliance issues had been addressed.
ivruu,.kcnnrdyroLlrtsrnli.cnrro 6A7r5 UF" A�tLH2�A CUiil`;1SIn'i'!: t'{Cv't'�li
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H A R L U I 1' L R A L L' 1 �% H !� n .: K H! L I
fo,:iwllc 704.131,715% CHARLU'VII!, NORTH CARC,L:N+ Sxln2-:Ono
206574.01

LIATER & LAND SECTION Fax:[phone] Feb 8 '02 14:52 P.03
Jill Beth Hickey, Esquire
February 5, 2002
Page 2
In October of 2000, Independence Commons, LLC sold the shopping center, and all its
interest in the shopping center, to RWT, a wholly unaffiliated entity. During the course of the
transfer, both Independence Commons, LLC, and RWT overlooked submittal of paperwork to
DWQ to effect the transfer of the referenced permit.
In May 2001, DWQ issued a Notice of Violation to Independence Coaubons, LLC (copy
enclosed). Among other things,'the Notice asserted that the issues noted in the inspections
conducted in early 2000 were not addressed. It also asserted, for the first time, -that the pond
serving the shopping center may need to be dredged.
Apparefttly,.I?WT s;ub,sequently communicated with DWQ and advised it (incor_ectly,
we believe) that the NOV was issued before RWT purchased the shopping center and that no
measures were undertaken to address the concerns voiced by DWQ and the City of Wilmington
in early 2000. At least partially as a result of these communications, DWQ issued a Notice of
Recommendation for Enforcement to Independence Commons, LLC in September 2001 (copy
enclosed). Now RWT is calling for DWQ to initiate enforcement proceedings on this matter.
Independence Commons, LLC has earnestly tried to resolve with RWT what is
essentially a real estate dispute between private parties. Independence Commons, LLC has
been willing and remains willing to conduct all the measures identified by DWQ and City of
Wilmington in early 2000. Indeed, as noted above, Independence Commons, LLC reasonably
believed that it completed those tasks long before its sale of the shopping center in October
2000. Moreover, after retaining a contractor to work with DWQ to identify measures that
would satisfy DWQ Independence Commons, LLC agreed to pay one-half the costs of such
work
RWT has never offered anything to resolve this matter. Instead, it has asked DWQ to
initiate an enforcement proceeding to seek relief that we believe could not otherwise be
obtained under basic principles of real estate law. RWT takes the position that it is under no
legal obligation to do anything with respect to the stormwater pond unless and until permit
transfer documentation is approved by DWQ. We respectfully disagree. The permit is issued
in the name of Independence Commons, LLC and Independence Commons Shopping Center.
Thus, the owner/operator of the shopping center is as much a permittee as the entity that
initially applied for the permit. Fairness dictates that current concerns about the operation of
the stormwater pond must, at a minimum, be addressed to both entities, especially since RWT
has been operating the pond exclusively for 16 months -- nearly as long as Independence
Commons LLC operated it. Otherwise, a transferee of property could use a paperwork
oversight to avoid forever any responsibility for stormwater permitting. One also must wonder
how effective relief could be granted by enforcing against an entity with no current interest in
the shopping center.
We believe that this is a particularly poor case in which to pursue enforcement. This
case is prirnarily a dispute between private parties as to the condition of property at the time it
was transferred. To the extent that there are enforcement overtones to the matter, they relate to
2036570.01

5 WATER & LAND SECTION Fax:[phone] Feb 8 '02 14:53 P.04
Jill Beth Hickey, Esquire
February 5, 2002
Page 3
a handful of items from an inspection report that may not have been adequately addressed and
a failure to adequately document a permit transfer. We believe that any enforcement
undertaken by the State must, to be fair, be even-handed and apply to all parties involved_ The
State should not encourage RWT to sit on its hands while enforcement proceeds against a
former property owner. As noted above, however, we believe that the best resolution to this
matter is a negotiated one with RWT and we are hopeful that your office may be able to work
with RWT and DWgs Wilmington Regional Office to encourage such discussions.
Thanks in advance for looking into this. Please contact me if you have questions.
Best regards.
Sincerely,
David A.Franchina
For the Firm
DAF/cwr
cc: Mr. William Nlitchener
E. Aden Prichard, Esquire
I. Clark Wright, Jr., Esquire
2036570.01

w"ItK 6 LHND SECTION Fax:[phone]
z-
Mlahalel F. Fasley, Govemor
Wlitiam G. Rose, 3t, SoCretary
North Carolina Department of Snvimnment and Natural Resources
Gregory .t. Thorpe, Ph.D., Acting DimcW
Dlvi�ton of WMter Quality
Witrningt:ort Regionat Office
September 28, 2001
1) MAM 7001020 20 03 0 9 8
RE
Mr. William N itohener, M$na&g Pwt =
Independence Commons, LLC
PO Box 36799
Charlotto, NC 28236-6799
Subject: NOTICE OF RECOMMENDAUON
FOR ENFORCEMENT
Indepcndeme Commons
Stormwaterr Portnit No. SW 8 970965
New Hanover County
Dear Mr. Mhcbmazr:
This letter is to notify you that the Wilmington Regional Office of the Division of Water Quality is
co=idering sendinz a recommendation for eafaroement action to the Director of the Division of Water
Quality. The zecommcndati= concerns the violation of North CuolWa. General Statute NCOS 143-
215.6A(2); Failing to apply for or seouM and/or act in accordance with the te=' conditions, or
requirements of a permit required by NCGS 143-215.1. You have failed to respond to a Notice of Violation
sent to you on May 3, 2001,
This offke has been contacted by .the new o Amer of the property. He has informed us thacc be
pumhawd the property after the Notioo of Violation was issued by this office. He was,not informed that the
stozmwatm pond Was a0t.in aompliariit. Faili0g-td ti-aWor the ovs+nershi§'of the'pon�ir"ou& office
prior to the We of the property is a violation, of the permit. `!ho perrAttee is responsible for the pond's
opoyation and maintcnanoe until it is legally trwsferrod to anew owner through this office; tharofore, you
are responsible for'bringing this pond into rompliame with p=xit number SWS 970965. The now property
owner has agreed to take over the permit and rnaintanancc of the pond once the pond is is compliance.
If you have an oxplanauorl for this violation that you wish, to preson� please respond in writing to me
within ten (10) clays following receipt of this Notice, Your explanation will be reviewed and i£ an
enforcement action is sub deemed appropriate, your explanation will be forAw&d to the Director wbb the
enfarccent-package for his consideration.
Drvsior+vrWntsr Qualify 127 CardlnW Drive Eftmion 44flmington, N.C. 25405 f910) 396.39M Fex §toy 35b•2004
' I
custorrimr Service
e00-623-7748
M'd 61: Zz 10, 17 loo

LH►J SECTION Fax:919-71b-6765
. Feb 8 '02 14:53 p.06
By copy of this letter to the Building Inspector, this Office is requesting that tha Mding Lupector
consider withholding building permits and Certificates of 0ccupsney &r this projent until 1�his matter is
satisfactorily resolved. The outparcel included is the subject stormwater permit caunat be developed prior
to this issue being resolved.
If you have any questiow concerning this mattes, please conwt NovIle Luthezan 0 [phone],
Simccre1Y,
r
Rick Shiver
Water Quality Regional Supervisor
��'- • S:C�VQSiSTQ.R.Ni�A'IiET�'�.8�`R�970855.S�F _ . _.. -.
CO: Phil Noms, F2.
Tony Roberts Now Hanover County Building Lnspections
Bath Wethel fi-
Noelle Lutheraa
Vftin�ton Regional Office
Central Files
W, Daniel Martin, M
SprkiM Thompson
fY.G. ❑iV1r4iQn Of VVslar QuaGly "2" C*fdirnal DriV* l s0MIOn Wming(on, N.C. 28405 (90) 395.3900 Fax�910) 354 20b4 GustoMer SorviCe
+ 800.623,77d6
M'd 6I:TI T0, 0 lop

WRIER &
LAND SECTION
Stare of Mort
Carolina
DCpartmossi
Environment
$etd Hatue-al
sources
Wih�1zcaR
awal MCC
MichAcl F. E , Governor
Wilkiam G. Ro Jr.,,,�Secretary
Wvhrion of W'a r Quality
Fax:[phone] Feb
May 3, 2001
8 '02 14:53
"Do" C40M."
MQ9
CERTIF1 Enw, IAIL W7QQ0 U70 WO 1709 "97
W TURN RF EIPT REQUf-STED
Mr. William Ms ribmcr, Mapaging 1'>trtncr
Indtpcudcttcc mmons, W.0
PO BOX 361"
Cburjouo, NC 923"799
Subjoatt MrMlt OF VIOLATION
lndepen4wce Comm w
Smrmweter P trait No. $W8 970865
Naw Hw%over Courtly
r6w Mr_ M c,"r:
P. 07
79c, -1 0e
On Ma 2. 2001, W ilmtngum Rcgionai Office grrwnrtai pe7fwmW a Ccm�plioucc Ism afihc pro�au
knov`m as Ind
adwce Comrmarss locuad Comer a Cualina Beach Rood and 1rtrlgrcndence Hpoc�ioa oulCV"d m cw
11w,"V'r Cout► , Non�th C4mlina. Tbc inspcodon was perfougcai to deuxmine- the sW&4 of complianca with
Slormwate:r ue it Mmoer S WS 97086S, issucd to you can January 28.1998. -fhc lase compliance iwpmOon was
performer on bruary 4, 2DOD by Ms. Linda i ewis. Tho complinnet: i3SM in Uw insp=o:s twc not Mly lar3m
addressed and K agate repcatcd below as compliance issttcit.
Tbzp4ecrhcabccn found in vicliLtion Qf Siormwat= Permit Number Sul; 970865, is5uW pwsumu zo the
requiTments Of 1 SA NCAC 3H-IMO. The violmlam found am.
1. �Cwlon f Parl S - Failure ro recwd she proper dwdrWrjV1d sx limiting the huilt-Vcn 4rcv rya rfw
2. Srrtio►t H Part 2. FaAre to proWfde the opvrafion and awiserw M40 Mes- wy net assure ehc
tr nitgad *xmm ytFli4Dn ar oplimwn e-�eisncy. Thr approved Optration rust Maintenance fleets
muss br follo.wrrf in ins ew rely &sd maintenancr mwt aucur w I& 54w4viaed WervQta 1rw1wing,
but rut fir a irdla:
a Semiannual reheslded irrrpesliwrs (s1w4pv 6 months).
b. Sedimetu rettvmwd.
c. AllowingQad rewsetation a side-slOwes-
d bnMac�are repair of ewag eyweas
e= Matretewwir ofsids slopes in aer wdanke with gpjwvmdplansandspccjficatiaat
f. Debris rcnuwl and une:• aping of otdler souctwe, orJJiee deviec Bend each basins and
J prprrtp
I
927 C4 41091 D►. PM, w4miW61016 Mare Csrat'na Sti6Qi T►lapJwnt 910.395,1M i4X q!11-w;wi
As Eq I Oppvrcyortq AITWIDatht AOWP tapbOW SI C ►u*ptk df TD% past- oauasriPw
t?DD/diSOd E)5v*--,erccr IIY's'x0'! p5B6SfC800�T iTO=Lt LOOZ,£Z'��St

WATER & LAND SECTION
Fax:[phone]
Feb 8 '02 14:54 P.08
Mr. mimbmer
May 3, 2001
Sta mwater Pc
No. SW$ 970965
To correit thew vialatioux you must.
t. vide a wrinm "Plan ofAcdQW which oAttes the AConce you wi11 raW to co rccs t yialamota{9)
4 time {rams for compic ion of those actions, an or W= May 17, 2001.
2. he gmss cover pmvided, love $ass, is ant an a" b
e "l_ Repair *e eroded yeas aatd reseed or sad dw
p:rmanm vcptmcd cova.
3. k the outlet crtirice for clogieg and d_ ear away W
ilumg
etvre to prevem Cuttac tloggmg.
t3tz 4. r t;c:s;s o�uma � pfor
chmtuie has dwrt r4mbW. From *c siw inspeow
wnakdoa is fore bay them ft fore Day noon drxmi
has b=n mftcad m 75% of the oindiaal desio
gcd. Supply this Office with a sketch ofthe panel w
e pond.
S. I ovidc a wry of the rm4u&d ouip=i deed icstrict o:
�,c permit under Sccpog 1, Put S.
: typc of grass cover for the tm of em-- Ca
lopes �4 a at$ble rt�,s-cl unpin type of
Rock &W vcgme4an away from the oualet
bay w d�mpfrc�fth0-sedirrterrt-r�tav� ---
n is -]early a-A4e rc from tha sediment
9Y 46z& to lac dredV4 atu. if the pond
lhen T�e main pand W-XAf will sued to be
h ttvo different dtN r7 srross
including the statements required within
fafz prpvide the Plan of Actions" by May 17, 2001, or to the vialauons by the dam designatccd
in the an of�c�on'', arc coasidemd violations of l 5A NCAC .1000. vW try muss in the initiation of
enforcement actphichmay inclu& r=nmrnandations for the ofcMl and crimiml pzmltics, pursuantto NCGS 143-2.6A.
By co of this later w the rlcw 1I24oYer Coumy Bui
Building ins r consider withholding Wding permits nrsd C
mutter is saztf tarilY resalv�d.
If you vc any gtuatioru comming this matter, plmaac tali
RSS�=y:$:tWQS%S7ORX4WATNCMCM970863.MAY
cc: ivl Norris. F.F.
orry Ttzbcn3, NcvrRmwvor Coun y Building
Vinson
eon/tea,$ emq
'�C35Y IZ3i'I4?
xtflr. this Office is t'equesung that U%e
of Q .r-UF aey for this project until this
. Scatr Vinsatt at (91,D) 395-39M_
G V---
i k Shiwcr
Tr Qtraiiiy KPgionai Supervisot
r',

WATER & LAND SECTION
Fax:[phone] Feb 8 '02
FAM pEr
ION PDe+D SMVICE-3
Sat of North CsroEins
D rgaa�t of Eavirotsmeat
$A� AitAi� $e�suat�
qp O�Ea
Jam# IL $kqK Jr, Govsrwr
a efwsw QQBft
Iwlr. iiliatsb wwbma, Msxksing Paver
Commaas, uc
PDtou
d799
r , NCM3"700
Nnwhqwr.
FAX 1,0. _ 919 675
FAWQWY 4, 20w
14:54 P.09
May :�J: W'zW I VJ
1
g„*w. COMPLU NCE INRIMI ON
�3Ceaa�s
3Zozmrr�.Pt�i«aNa 9vv�
New Kw orar Comity
�.V:iw
TboF4, 3eyemplLsnr; w Statism.. cr Peetrbl N u�Dei SW$ Y1 WbS 3sstiad oa 1an ry �3,
199
4 SUcOLWy of dy lmdie4p Wd carman an z� Scc*m 6 of f Pkus �a this
in ads bafeac4 Ddarcb 4r 7 Ot70 off apo6fic aMM dM wM W �t ad *o Aso fiv=v tsqu=d
to thedr.4cacfet Fathim is pravido t�crogp�x:e8 is arnaaoap. wl raq , msr �a *w salve;,=
Ityoa ire aw quodOAs Vfii zdu3g%a RstkmAl Q$ss, tilaphaw M=bw (910)
DCsr•�f.�dC.. `�
L406 MMU
Er4male, Ent
S:%WQAISWRb4WA7\W5PEC"n9'10 $-FEll
sc: w Now, P.E.
Lewi woks
uV c SW ras. w,r.-Mea, Awo cana"
As f4%d0ppww*s9 AW&M *v Aa9$4 2MpW r
TA@gb . Ali asaw VAC s;
tRlpaMR�lt�'ILs gDMt
I

WATER & LAND SECTION Fax:[phone] Feb 8 '02 14:54 P.14
FROM RdThT1ON PONti SERwICES FAX M, : 916 M 29W ti4`j- � 1LR91 vas.sarii r�
- r
swat Nwen CompLIANGE mpEcnoN Raver
Z . pfcdg t Namc: iuda rpaorwa Commons Shappi s* Ceara
Ytajsat Vmbs m 9'Cl1165 Caaaaibdaas : weil)omfi pond
Bsmds C reck Cluificstiat `C Ste"'
�re�ors to dts. aadresa= Gvr�r of C�ralaa Tim Aaad �Ciadap�grc�e i�ottltY�-
Iny ttmo a D uo: Februwy 4, 2WO
Ewsszbs coawliow Smy. cool
3. Caaupwitaa of Appsavtd Pima vs. AS-U L Sono bola*
4. CaMpUMt Www
a. Tbc ass owvw providcd in da poM 4s of a cl=mpy mnam aad dots avt pMYW bmMaiwa slap*
smbflizodam
of b�G T1sr Desipwes Ccm caom bay mot be= mcdvad.
Y. Tho 4ftd re ncdaus linuang the bwlp upon am an *c ou4msftl ftvc apt been roc vivo,
d- It amm"dim the wmrtr Intl wds aum *0 5ws rimy sty Pod ciavoloo•
5. PB ccrti5codua Ro"ivc,d'_' -40 Dem pAguie4w" R w=vam NO
6_ 1 RtquiaA Acuo=
S. Repair aro4e4 slopes an4 reseed or sod tU dqa WiTh o stsbie um-claWiag =YFG paw
VVSV3V4 cover_
b(u*)ProVma she Des p=,V caut;,Au-
i� Pra dde a copy of tha a+cardod ampuvel dead mvicr;m
d• f iesse dW* dsr DAIUn aad dawmq*= WRVC aaocs %r Moota p
ipayccaor. I.lada L&AU ARL./
waw Regiow O1perAgio) 395-3900
. s:�w�s�si'oRbda�q�fs�BCrir�oa�s�s

WATER & LAND SECTION Fax:[phone] Feb 8 '02
MMI : "T I OH POND SeWO' CFS FAK NO- : 910 675 2-94
14:55 P. 11
"ay. m mi M'-3.q4 N1
a
jay 31, 2000
Lw=- c a k-90 Cmm s. ti.0
c!o ife1Nl artist Div_
M9 F- btmahaad St;. $200
ChVIDUM. NC 2M
iOver
re aw titlo
I + VC aa"*T4)0
'.�4 s�ti.7a'}a tea
RE: *cm Wua &%Wwwm kxpwtw - Tudspeodetta Commmr aood'L ka
Owed 9 3US4F7at"a)
lixe City af'-slrr*qu= Starm We= Saul= Soction ha Uc"Y Fotapjotod s Iauti.00 insyoction
of the siorat W"r rnattsganem fbciildCS m A]0 Inderaad"= a" for tha A*vr fiord
sitc. Thu �w00
0 insrated ft e4pt*PA9 %Wits O ►sc M sod = st =Tcq+�tuuetus
Ds otrrliriod in tits Ciry's TaabAimd S=drad.t Mitt", TU City wdl be conducting Om
6apm*ms a w4*at'nzm ariMCe a yaw. lair Dm a'nber 1999 iflspm4m 1Adic t *= "storm
alter facilities at t C abo-e pmpsr does not cam" whit carrent maiatcn"a'Us da* 09
bclour
1) Dabris (0jegc:tatieW- trash) crlWrttctia& *Wct scvettrc
2) Acuraion pond slcaptrt Roc pmprty maivLain
Commiw actaas the ra;kwir4p
1) ?4=ovr. cxcaff aadisas W said v&gr= m eraumi omm e>rurt= =A lowrr *xdZWG in aMff to
allow vMW now inw outlet stzq r
2) Mmirtm7m gaaWgroandcmr art slows* as not to aiav" ■ is ighT of 1$ 3act►e%
A"&Otl q8 0 Me sty wMW aaanageauM *ft-Wcsaoas aw4 A=dar& w4 ft i:►spaedan And
esssiarMaae agaoamM A'om dw teapne UC errnugrw oatree&C =iaumt.et bs;tax,aa v4lhia a
mmmbir brat ?Criod 'nu G[y WUl be W4Ur*Gft& dw &Wva groan Wma tAkilitim W VUL• the
Pr'�tus of atryr oocrecd�•a sciioa. j wi11 bo >ta�p)r m v�ask with you hard a stairt3tctoly
mowdem of mis m4mer- 1t ygu brae qucs"nAr VIUU caatsrt = at 341-46'94_ Ytau ceaplccttsion
4UA Us=x= in tba QTY13 MaTtm woW msmosemw effetta to pudy q*mzi.
Sirtcrrri)r,
echafcitit: iI
k r-%WAY b--mv—pa pywrwq
711P7 5-7-73M sabro -o f4t4i �sMi ,r y
. L M A�s
-- L er-N, 2Z
— cvmn Gorr - Rg.,
1p - 232ig4
n%1-�T ll�iiei� �'1(it 3«i1A 1�ciP�n

■ 1■
1 00�FRO:+� KENNEDY COV I NGTON LOBDELL & HI CKMAN, ;,,,P {VIED 11. 28 Ci l 1 7 : 21/ST. 1 7: I G%NO. 46521 23533 P
! ■
ATTORNPYS
FACSIMILE TRANSMISSION SHEET November28,2001
PLEASE DELIVER THE FOLLOWING PAGES T O :
NAME: Ms. Noelle Lutheran COMPANY: NC DWQ
FAX NUMBER: [phone] TELEPHONE:
FILE NUMBER: 009153-045 TOTAL PAGES (INCLUDING COVER):
FROM: David A. Franchina DIRECT DIAL: 704.331.7543
COMMENTS OR SPECIAL INSTRUCTIONS
IF YOU DO NOT RECEIVE THE TOTAL NUMBER OF PAGES INDICATED ON THIS TRANSMISSION SHEET, PLEASE CALL LIS AT (704) 350-442E.
ig
ITUS COMMUNICATION MAY CONTAIN CONFIDENTIAL OR LEGALLY PRIVILEGFD INFORMATION AND IS INTENDED ONLY FOR THE USE OF THE
INDIVIDUAL OK ENTITY NAMED ABOVE. IF YOU ARE N(Y1' THE INTENDED RECIPIENT, YOU ARE HEREBY NOTIFIED THAT ANY DI.SSEMINAT1,3N,
UIS'MbUTION, COVYING OR OTIi7iR USE OF THIS COMMUNICATION OR ANY INFORINIATION CONTAINLD HEREIN IS SCWCTLY PROFUBrNa IF `. 3U
HAVE RF.CF,IVED THIS COMMUNICATION IN ERROR, PLEASE NOTIFY US IMMEDIATELY BY TELEPHONE COLLECT AND RETURN THE ORIGINAL MFSSA(Ir.
CO US AT TI EE ABOVE ADDRESS VIA'11EE U.S. POSTAL SERVICF,. WE WILL RE• GLAD TO REIMBURSE YOU FOR POSCACE. THANK YOU.
YENNEDY COVINCTON LOR13ELL J. HICKMAN, I..L.P.
[ phone H A R L O T T E R A L L I G H R O C K H I L i 704.337.7400 700 NORTH TRYON STREET, 92nd FLgIIR
facsimile 704.331.7590 CHARLOTTE, NORTH CAROLINA 28202.4006

FROM KENNEDY COVINGTON LOBDELL & HIC:KMA,N. LLP ;WEE)) 1 I. 2W 91 17:21/S"3'. 17: 1F/NO. 406212.i513 F' 2
N
David A. Franchina
704.331.7543
dfranchinai kennedycovington.com
VIA FAX AND MAIL
ATTORNEYS AT LAW
November 28, 2001
Ms. Noelle Lutheran
North Carolina Division of Water Quality
127 Cardinal Drive Extension
Wilmington, NC 28405
RE: Independence Commons Shopping Center
Stormwater Permit No. SW8 970865
New Hanover County
Dear Ms. Lutheran:
Clark Wright has provided me with a copy of his recent correspondence to you
concerning the referenced matter. I am enclosing a copy of my client's reply to Clark, because l
thought you might be interested in seeing it.
Independence Commons, LLC still believes that it is unfair to hold it fully responsible
for retention pond maintenance issues in this situation. As you are aware, the purchaser of the
shopping center, RWT IndependencelComrnons, LLC, had ample opportunity to review the
property, the retention pond, and their condition prior to closing. Moreover, over a year has
passed since closing, which makes it difficult to determine whether any problems that might
exist with the pond were caused before or after closing.
Nevertheless, Independence Commons, LLC is not interested in a fight that delays any
necessary maintenance of the pond. Ti wants to resolve this matter. Thus, as outlined in the
enclosed letter, Independence Commons, LLC is willing to meet RWT Independence Commons,
LLC halfway on this matter. It has offered to split evenly the costs of conducting work in the
pond that DWQ has requested. For the reasons described in the letter, we believe that this
proposed resolution is more than fair to all involved, and we ask that you work with us to help
find a resolution of this matter. I believe we would all be better off if our energies were spent
fixing the pond instead fighting over.who pays for it.
M
r
9
1UrL'1f+. krli+l Clf�C.�='4r,gIRR.1 JR+ KENNEDY COVIYGTOh LOl3pIELL ti HICKNAN, L.L.P. 11AN1( OF AM1IERICA CORPORATE CENTER
CRAPLOTTF A A L[ 1 C H R 0 C X 11 1 L L pbune 704.331.7400 100 NORTH TRYON STREET, 42nd FLr�OR
facsirrrele 704.331.7596 CHARLOTTE, NORTH CAROLINA 29201.4G06
2020664.01

FROM, KENNEDY COVINGTON LOBDF_LL & HICKMAN Ll.P
t
(WED) It. 2r' 01 17:22/ST. 17: 16/NO. 430212 2 F' 9
Ms. Noelle Lutheran
November 28, 2001
Page 2
I will let you know how our discussions proceed. Please contact me in the meantime if
you have questions,
V
DAF/cwr
cc: Mr. William T. Mitchenex
I, Clark Wright, Jr., Esquire
Sincerely,
David A. Franchina
For the Firm
2020664,01

FROM KENNEDY COVINGTON LOBDELL & H1CKMAN. LLP OW D) 11. 2A' 01 17;22/5T. 17: 16/NO. 4862123533 F 4
David A. Francbina
704.331.7543
[e-mail]
�Co, t�- �-�
ATTORNEYS AT LAW
November 28, 2001
VIA FACSIMILE AND REGULAR MAIL
1. Clark Wright, Jr., Esquire
Ward & Smith, P.A.
1001 College Court, P. O. Box 867
New Bern, NC 28563
RE: independence Commoms Shopping Center
Your File Number 000899-004-001
Dear Clark:
.i
Thanks for your recent e-mail regarding the referenced matter and for a copy of your
November 16, 2001 letter to Noelle Lutheran on the topic. Like you, I'd prefer that our clients
amicably resolve this matter, and in this letter I propose an equitable resolution. Let me start,
however, by outlining the facts underlying this dispute.
Your e-mail to me and your letter to Noelle both suggest that your client's sole
responsibility for the retention pond is limited to ongoing i.e. post closing) maintenance
matters. Putting aside the permit transfer issues for a moment, this position is at odds with well
established North Carolina law on "as is -where is" property sales, like the one consummated by
our clients. Once your client purchased the property, it assumed responsibility for the
condition of the property and the improvements to it. Your client had ample time prior to
closing to evaluate the pond, just as it presumably looked at the structures on the property, their
integrity, the condition of the parking lot, and a host of other issues. If your client was
concerned with an aspect of the property, our clients' contract and the law obligated your client
to discuss the issue with my client prior to closing, so the parries could agree on whether a
problem existed, and if so, how it should be resolved. Instead, your client apparently did one of
three things with respect to the pond: (1) it never evaluated, it; (2) it evaluated it and believed
that it looked fine; or (3) it evaluated it, wasn't quite sure as to its condition, but decided not to
pursue the matter further. If a problem with the pond was identified or arose after closing, it is
up to your client to resolve it, just as if the roof sprang a leak after closing. This conclusion is
not changed by the presence in the file of a letter from Retention Pond Associates soliciting
business from my client, just as it wouldn't be changed if there was a letter in the file from a
contractor offering to re -roof the shoppuig center.
�uww.kre+nrdy[oaingfau,to+u LIANK OF AMERICA CORPORATE CENTZk
KENNEDY COVINGTON LOBDELL & HICKMAN, L,L.P.
f. N A R L 6 7 7 E R A L C f C J4 R A C K N f L Lphone 704.331.7400 100 NORTH TRYON STREET, 42nd FL%17R
fa43irnife 704,331,7598 CHARLOTTE. NORTH CAROLINA 2R202.400C
2019119.01

FR0,14 KENNEDY C1OVINGTON LOBDELL & HICKMAN. '.LP MED) 11. 28' 01 17:22/S7. 17:16/NO. 4862123533 P S
1. Clark Wright, Jr., Esquire
November 28, 2001
Page 2
Turning to permit transfer issues, I cannot agree at all with your conclusion that the
regulatory authorities identified pond depth as a compliance issue prior to closing. The
Stormwater Compliance Inspection Report prepared by DWQ on February 4, 2000, describes
four "Compliance Issues" and four "Required Actions," none of which relates to pond depth. A
contemporaneous Maintenance Inspection by the City of Wilmington (dated January 31, 2000)
identified two compliance issues and two corrective actions, neither of which relates to pond
depth (indeed, neither relates to vegetation). Consequently, the statement by DWQ in its May
3, 2001 Notice of Violation that pond depth had been identified as a previous compliance issue
and had not been addressed is inaccurate.
r
Thus, there is only one substantive regulatory issue at dispute between our clients -
concerns with slope grading and grass type - because it is the only open substantive issue
identified by the DWQ and the City of Wilmington in January and February, 2000. As we have
pointed out in our prior correspondence to DWQ and your partner, Dan Martin, my client
reasonably believed that it had resolved the slope grading and grass problems identified by
DWQ and the City of Wilmington. Thus, it did not believe that it was necessary to notify your
client of the issues, because the issues had been resolved. Nevertheless, my client has offered to
fix once again these alleged deficiencies, although neither your letter to me or to Noelle reflects
that fact.
By contrast, the March 2000 letter from Retention Pond Services, which has been
frequently cited on your client's behalf during this dispute, is nothing but a solicitation of new
business by a contractor with a financial interest in performing as much work in the pond as
possible. The law does not require my client, as seller of the property, to disclose business
solicitations. Having DWQ attempt to force my client to correct both these issues, merely
because both parties innocently overlooked execution of permit transfer documentation, is izi
my view legally unsupportable.
Let me illustrate by way of analogy. You contract to sell me your 1999 Rolls Royce,
because you just bought a 2002 model. Under our contract, you are to sell me the car in an "as
is" condition. I have ample opportunity to drive and inspect the car. Shortly before the sale of
the car, youbring it to your local Rolls Royce dealer for its annual NC inspection. The dealer
replaces a headlight that has burned out and it suggests that, while the car passes inspection,
you really should have the muffler replaced, because it may develop a hole soon. You do not
disclose this conversation to me, you transfer title, but we inadvertently fail to sign a bill of sale.
I drive the car around for a few months, and I bring it to the same Rolls Royce dealer for its
annual NC inspection. While I am at the dealer, he tells me that when the car was last in, he
suggested a muffler replacement, but the muffler replacement wasn't done. Can I pursue you
for the muffler replacement, citing our innocent failure to execute a bill of sale as justification?
Of course not. The problem identified by the state in its inspection (a burned -out headlight)
was fixed prior to transfer. The repairs suggested by the mechanic to drum up business are just

FROM KENNFDV COVSNGTON LOBDELL & H1C.'KMAN, L.LP WED) 11. 28' 01 17:22/ST. 17: 16,/NO. 4862123533 F 6
1. Clark Wright, Jr., Esquire
November 28, 2001
Page 3
that - suggestions. They cannot be used to unwind an "as is" transaction. Here, your client is
taking this one step further by encouraging the State of North Carolina to use its scarce
resources -- in the midst of a budget rrisis - to intervene in a dispute between private parties.
As noted in previous correspondence to Dan Martin, my client is interested in resolving
this matter. My client appreciates your client's consideration of a possible offer to resolve this
matter, but we need to do more than posture. My client is willing to split the estimated costs of
conducting the work at the retention pond that DWQ thought was necessary based on its recent
meeting at the site. Thus, it is willing to conduct $7,500 worth of work at the retention pond, or
pay your client that sum, in complete'and total satisfaction of all claims your client has against
it, provided your client will promptly accept responsibility for the permit and conduct all
measures required by DWQ with respect to it. In our view, a 50/30 split is more than fair in this
situation, where your client knew or should have known that storm water retention is a concern
for a modern shopping center. Continued letter writing does not make sense. Let's bring this
matter to a close.
I do not need to remind you of the risks that your client will take if it continues to take
the position that it does not bear responsibility for this matter. For example, your client will run
the risk that an enforcement action ,against my client will be unsuccessful or only partially
successhil, thus saddling your client with some or all of the cost of resolving this matter.
Like you, Clark, I hope that cooler heads can prevail on this matter. My Client is willing
to meet yours halfway on this matter. Let's try to get this resolved promptly so that work can
begin soon at the pond. I look forward to hearing from you.
Best regards.
# Sincerely,
' David A. Franchina
For the Firm
DAF/cwr
cc: Mr. William T. Mitchhener 1

WARD AND SMITH, P. A. NOV --- % A"
ATTORNEYS AT LAW ` 2 0 2001
[BY-
2 5 2 ) 672-5418
FAX [phone]
[e-mail]
November 16, 2001
Ms. Noelle Lutheran
N.C. Department of Environment and Natural Resources
Division of Water Quality, Wilmington Regional Office
127 Cardinal Drive Extension
Wilmington, NC 28405
RE, Retention Pond - Independence Commons
DENR Project No. SW8-970865
Our File'000899-0004
Dear Ms. Lutheran:
Thank you for taking the time'to discuss this -matter with me by telephone. The purpose of this
letter is to formally notify the Wilmington Regional Office of the North Carolina Division of
Water Quality ("DWQ") that: (1) our client, RWT Independence Commons, LLC ("Buyer"),
purchased the Independence Commons Shopping Center in October of 2000 from Independence
Commons, LLC ("Seller"); (2) upon resolution of DWQ's enforcement concerns'against Seller
our client (Buyer) stands ready, willing and able to assume the ongoing O&M obligations under
the above -referenced permit; and (3) in the interests of long term operation of the retention
system aL the shoppiig "nl.er, we would like to propose: a rriean� for possible resolution -of
DWQ's outstanding enforcement concerns against Seller.
Retention from the shopping center is managed by means of a retention pond located on the
adjacent property owned by Mr. Lane Holt, known as "Outparcel L" The shopping center has
easement rights to use of the pond. The design, construction, operation and maintenance of the
pond are governed by Stormwater Permit No. S.W8-970865 ("The Permit'.), issued to Seller in
January of 1998. When Buyer purchased the shopping center from Seller, Seller did not transfer,
or offer to transfer, The Permit - nor did Seller inform Buyer of DWQ's outstanding regulatory
concerns. We have seen the November 1, 2001 correspondence to DWQ from Seller. We agree
with DWQ's conclusion that the basic compliance issues associated with The Permit and this
pond have'existed. since'iriiiial construction, and/or since January of 2000.
1001 COLLEGF COURT PO BOX 867 NEW BERN, NC 28563-0867
GREENVILLE NEW BERN RALEIGH WILMINGTON
[phone] [phone] (919) 836-426o (910) 794-48o0

P.... • , . 0 ...•. .. a

WARD AND SmITH,PA.
Ms. Noel le Lutheran
November 16, 2001
Page 2
Seller remains the holder of The Permit, and remains responsible for initial construction errors
and pre -closing erosion and maintenance failures. We understand that DWQ's enforcement
concerns remain directed at Seller for pre -closing violations, as follows: (1) Seller violated The
Permit by using unapproved "love grass" instead of the fescue and bermuda grasses approved by
DWQ pursuant to Seller's own plans; (2) Seller violated The Permit by not maintaining proper
pond depths, and this violation has existed since at least January of the year 2000, and (3) Seller
may be violating The Permit by not securing appropriate, recorded deed restrictions on
Outparcel 1. We also understand that, in the immediate future, DWQ intends to submit this
matter for forirnai enforounnent action against Sellei, -with a propoa u civil';penalty of $5,000.00,
and that this decision has not been changed by the November 1, 2001 correspondence provided to
DWQ by attorneys representing Seller. Finally, we understand that DWQ's position is that Seller
does not have any authority to terminate its existing permit while enforcement matters remain
outstanding and the covered pond remains in service. Please let me know should DWQ view any
of these stated understandings as incorrect.
We have no doubt that the Seller desires to characterize DWQ's present enforcement as involving
post -closing maintenance issues. The facts do not bear Seller out. We have reviewed written
estimates provided to Seller in March of 2000 in response to DWQ's original (February 2000)
non-compliance correspondence to Seller. Those documents confirm that Seller knew of the
then -existing sediment fill-in problems in addition to Seller's use of unapproved love grass. It is
thus clear that the primary issues of concern to DWQ (bad grass and sediment/pond depth) have
existed since the date of original permit issuance (grass), and at least since February of 2000
(sediment fill). There is no credible evidence to support Seller's claim that these fundamental
problems previously were resolved, or arose only after our client purchased the shopping center.
With the above as background, we would like to accomplish two things. First, we want to let
DWQ know that once the existing enforcement matter between DWQ and Seller is resolved to
the satisfaction of DWQ, our client (Buyer) stands ready, willing and able to assume all ongoing
O&M obligations under The Permit. Second, we would like to propose that DWQ and the
parties copied with this letter (Seller and owner of Outparcel 1) consider meeting in a collective
effort to resolve outstanding issues. Our request for such a meeting is not in any respect an
admission of responsibility, but rather an admission that it is in our client's interest that this issue
be put to bed in order that the pond be fixed to better serve the shopping center and the owner of
Outparcel 1. Perhaps a meeting would allow Seller to feel comfortable regarding documented
distinctions between pre-existing compliance versus post -closing maintenance. In order to
induce Seller to carry out the pond repairs required by DWQ, perhaps our client and the owner of
Outparcel 1 could each offer to pay 10% (i.e., $1,500.00 each) of the estimated $15,000.00
needed to address DWQ's longstanding compliance concerns. We would be happy to host a
meeting designed to reach such a resolution, either in our Raleigh or Wilmington offices, or to
travel to the Wilmington Regional Office or the Raleigh Office of the Attorney General.
In all events I would like to request that DWQ keep me informed as to the status of its pending
enforcement efforts against Seller.

r-

WARD AND SMITH,PA.
Ms. Noelle Lutheran
November 16, 2001
Page 3
Thank you for your attention to this matter. In that regard, I am
Yours very truly,
I. Clark Wright--
ICW:icw
NBMA1N1465966.1
Cc: Mr. Joseph Roper
Mr. F. Spruill Thompson
Mr. Rick Shiver (WRO-DWQ)
Mr. Lane Holt (Outparcel 1 Owner)
David A. Franchina, Esq. (Seller's Counsel)
W. Daniel Martin, 111, .Esq. .

of
WA7�9
�G
7
r
Michael F. Easley, Governor
William G. Ross, Jr., Secretary
North Carolina Department of Environment and Natural Resources
Gregory J. Thorpe, Ph.D., Acting Director
Division of Water Quality
Wilmington Regional Office
September 28, 2001
CERTIFIED MAIL 7001 0320 0003 0382 9048
RETURN RECEIPT REQUESTED
Mr. William Mitchener, Managing Partner
Independence Commons, LLC
PO Box 36799
Charlotte, NC 28236-6799
Subject: NOTICE OF RECOMMENDATION
FOR ENFORCEMENT
Independence Commons
Stormwater Permit No. SW8 970865
New Hanover County
Dear Mr. Mitchener:
This letter is to notify you that the Wilmington Regional Office of the Division of Water Quality is
considering sending a recommendation for enforcement action to the Director of the Division of Water
Quality. The recommendation concerns the violation of North Carolina General Statute NCGS 143-
215.6A(2); Failing to apply for or secure, and/or act in accordance with the terms, conditions, or
requirements of a permit required by NCGS 143-215.1. You have failed to respond to a Notice of Violation
sent to you on May 3, 2 00 1.
This office has been contacted by the new owner of the property. He has informed us that he
purchased the property after the Notice of Violation was issued by this office. He was not informed that the
stormwater pond was not in compliance. Failing to transfer the ownership of the pond through this office
prior to the sale of the property is a violation of the permit. The permittee is responsible for the pond's
operation and maintenance until it is legally transferred to a new owner through this office; therefore, you
are responsible for bringing this pond into compliance with permit number SW8 970865. The new property
owner has agreed to take over the permit and maintenance of the pond once the pond is in compliance.
If you have an explanation for this violation that you wish to present, please respond in writing to me
within ten (10) days following receipt of this Notice. Your explanation will be reviewed and if an
enforcement action is still deemed appropriate, your explanation will be forwarded to the Director with the
enforcement package for his consideration.
N.C. Division of Water Quality 127 Cardinal Drive EAension Wilmington, N.C. 28405 [phone] Fax[phone] Customer Service
800-623-7748

I
By copy of this letter to the Building Inspector, this Office is requesting that the Building Inspector
consider withholding building permits and Certificates of Occupancy for this project until this matter is
satisfactorily resolved. The outparcel included in the subject stormwater permit cannot be developed prior
to this issue being resolved.
If you have any questions concerning this matter, please contact Noelle Lutheran at [phone].
Sincerely,
Rick Shiver
Water Quality Regional Supervisor
RSS:\jiml S:1WQSISTORMWATIENFLETR1970855.SEP
CC' Phil Norris, P.E.
Tony Roberts New Hanover County Building Inspections
Beth Wetherih,
Noelle Lutheran
Wil-m-in ton_Regional:OfficeI
Central Files
W. Daniel Martin, III
Spruill Thompson
N.C. Division of Water Quality 127 Cardinal Drive EXension Wilmington, N.C. 28405 [phone] Fax[phone] Customer Service
800-623-7748

I.- -t • ..
WARD AND SMITH, P A.
ATTORNEYS AT LAW
July 9, 2001
Mr. William N. Harris
Kennedy, Covington, Lobdell & Hickman, LLP
100 North 'Tryon Street, Suite 4200
Charlotte, NC 28202-4006
RIB: Independence Commons Shopping Center
Our File 000899-0004-001
Dear William:
JUL x 2.2001
W. DANIEL MARTIN, III
(910) 79 4 -48 03
FAX [phone]
wcllu @ wir(lan(lsFnith.cosn
COPY
Subsequent to our correspondence of June 4, 2001 to you regarding the Notice of Violation
relating to the retention pond at Independence Commons. Shopping Center, we have reviewed the
file in the local office of NCDENR as well a--s discussed the matter with Freeman Landscape, Inc.
and Retention Pond Services, Inc. Our information reveals the following:
1 The original Stormwatcr Management Permit was issued to Mr. Mitchner, as
Manager of Independence Commons, LLC, on January 28, 1998 (the "Permit"), a
copy of the Permit being enclosed. The Permit, by its terms, and the obligations
appurtenant to it are not transferable except upon approval by the Division of
Water Quality. Pursuant to the General Conditions of the Permit, enforcement
action would be taken against Independence Commons, LLC as the Permit has not
been transferred to our client.
2. By letter dated January 31, 2000, the City of Wilmington, Development Services
department advised Independence Commons, LLC of certain items of
noncompliance relating to maintenance requirements and setting forth corrective
actions to be taken.
3: By letter dated February 4, 2000 to Mr. Mitchner, NCDI-NR noted, on the
Stormwater Compliance Inspection. Report, several compliance issues dealing
with both maintenance' andi.original construction which had not been resolved by
Independence Commons, LLC.
UNIVERSITY CORPORATE. CENTER 127 RACINE DRIVE PO BOX 7068
WILMI\GTON, INC 284o6-7068
G R 1: 1'1 N V 11. L E NEW BERN RALEIGH NVILMINGTON
[phone] [phone] [phone] [phone]

WARD AND SMITH,i'A.
Mr. WilliamN. Harris
July 9, 2001
Page 2
4. In a memorandum from Retention Pond Services, Inc. dated March 16, 2000,
Mr. Randy Robinson of Collett & Associates was advised of other potential
problems, including the depth of the pond itself, and a repair strategy was
provided to Mr. Robinson.
Retention Pond Services, Inc. has advised that Independence Commons, LLC did
not contract with it to perform any work to the pond indicating they were not
willing to pay the estimate provided for that work.
6. The inspection reports and notices relating to the lack of compliance of the
retention pond were provided to Mr. Mitchner, Managing Partner of Independence
Commons, LLC prior to the date of the contract between our respective clients for
the acquisition of the shopping center.
7. The NCDENR file does not contain any documentation that Independence
Commons performed the work to bring the pond into compliance pursuant to the
notice in the letter of February 4, 2000.
Mr. Mitcliner was clearly aware that there were compliance issues relating to the retention pond
and should have notified our client of those known deficiencies and potential problems. This
issue would have demanded resolution prior to or as part of the closing as well as providing for
the transfer, with consent of NCDENR, of the Permit.
The Permit provides that any enforcement action would be directed against Independence
Commons, I.LC. We have received information that NCDENR will permit the necessary work to
address the compliance issues previously identified to be delayed until late September or early
October, 2001.
I will be pleased to discuss this matter with you if you so desire.
Yours very truly,
W. Daniel Martin, Ill
WDM:mts
NBMAiN1450637.1
Enclosure
cc: Ms. Noelle Lutheran
Mr. Bill Thompson
Mr. James A. Black, Jr.
Mr. F. Spruill Thompson

L SSOC1
APR 2 0 2000
April 18, 2000 BY.
Mr. Linda Lewis
State of North Carolina
Dept. of Environment & Natural Resources
Wilmington Regional Office ,
127 Cardinal Drive Extension
Wilmington, NC 28405
RE:. Stormwater Project # SWS 970865
Independence Commons Shopping Center
Wilmington, North Carolina .
Dear Ms. Lewis: '
Please contact our representative, Mr.' Jim Freeman of Freeman. La'ndscape,' with respect to the ;
inspection notes for.the`r' etention pond. at the shopping' center. Mr. Freeman is aware of the .
issues that need to be addressed and would like to set up an appointment on the propeft 'at your
convenience. Be can be reached at (910)-796-1166. ;
We appreciate your assistance and- look forward'to the'se.compliance issues being completed and
approved. if you have any questions please feel free to contact us at your convenience.
Very truly yours,-
COLLETT &A'' SSOCIATES, INC.
�rjr,�
4v.)
Randolph G. Robinson
Real Estate Manager
cc: Bill Mitcherier. : .
r C 0RPORA TE AND C 0 M M E R C I A L R EAL E sTATE S ERYICES -
P.Q. Box 36799 CIfARLOTTE, NORTH ,CAR0LINA 2$236'-6799
1228 EAST M0REHEAD STREET SUITE 200 CHARLOTTE, NORTH CAROLINA 28204
{704) 376-fi523 FAX {704j 335-6654

■■
■■■ Feb-04-2002 40:30
■ ■
From -WARD & SMITH -NEW BERN
2526725477
T-454 P.001/002 F-793
WARD AND SMITH, P A.
ATTORNEYS AT LAW
4001 COLLEGE COURT
L,o bOX 867
NEW BERN, NC 2e563-0867
[phone] TFI.FPHONE
[phone] FACSIMILL'
TO: M-,. Noelle Lutheran
COMPANY: Dwivion of Water Ouality, DENR
VOICE NUMBER: 910-395-394fi
FAX NUMBER: 910-350-2004
FROM: Doup Lindeman for I. Clark Wright, Jr.
Client File Number: 000899-0004
Pages including cover sheet: 2
Dare and time transmitted; '3 'D M., February 4, 2002
Operntor-
LEGAL SERVICES
Ba'iness ruul Indiv,dual
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COMMENTS: Clark has asked me to send the attached a mail to you as he is not sure he had your correct e
mai I address'and wanted to ensure that you received his message.
WARD AND smrm, PA OFFICES:
GREENVMU NEW BFRN RALFdGH WIIMNGTON
Telephane�: [phone] [phone] (919) 836 12260 (9Io) 794-ASOO
Face-irmle.. [phone] [phone] (919) 83"277 [phone]

Feb-04-2002 10:30 Frog -WARD & SMITH -NEW BERN 2526725477 T-454 P.002/002 F-793
From: "CLARK WRIGHT, JR. - 5418" <ICW[mwardandsmith.com>
Date: 2/1 i02 2:37PM
Subject: Independence Common Retention Pond Matter - MitclienerEnforcement Action
Rick/Noella '.
This note is to let you know that our client has not been able to reach an agreement with Mitcnener on the
retention pond matter- We would like to see the State expeditiously proceed with its enforcement action
We would like to be copied with any public documents associated with tite'enforcement referral and
prosecution if possible. I am sorry that I was unable to get all the potentially affected people to resolve this
prior to further enforcement action by DWC against Mitchener.
I am copying this e-mail to David Franchina, Mitchener's attorney_
Should you have any questions or need aadtionai information, please give me a call
Best regards for the weekend.
I. Clark Wright, Jr.
Ward and Smith, P A.
1001 Couege Court
New Bern, NC 28562
252-672-5418 (Office)
252-672-5477 (Fax)
252-229-5900 (Cell)

. -
FW: Independence Common Retention Pond Malley - Mitchener Enforce ment Action
Subject: FW: Independence Common Retention Pond Matter - Mitchener Enforce mcnt Action
Date: Fri, 1 Feb 2002 17:45:16 -0500
From: "Franchina, David" <[e-mail]>
To: "'[e-mail]"' <noelle. [e-mail]>
Noelle -- I must have spelled your name wrong. Sorry.
Dave
------Original Message -----
From: Franchina, David
Sent: Friday, February 01, 2002 5:44 PM
To: [e-mail]; [e-mail]
Cc: 'CLARK WRIGHT, JR. - 5418'; William Mitchener (E-mail)
Subject: RE: Independence Common Retention Pond Matter - Mitchener
Enforcement Action
Noell & Rick --
I'received a copy of C1.=rk's email to you on the referenced matter, and I
just wanted to clarify a couple of points. Independence Commons, LLC (my
client) has been diligently pursuing resolution of this matter, even though
Clark's email suggests otherwise. Over two months ago, my client offered to
resolve the dispute between it and RWT Independence Commons (Clark's client)
by splitting the costs of the measures that DWQ asked be performed -in and
near the retention pond. The contractor subsequently agreed to reduce his
price, and therefore the burden of splitting costs. We also passed this
along to RWT, since it would make the matter even easier to settle. RWT
never responded to my client's offer, aside from Clark's note to you that
his client "has not been able to reach an agreement with Mitchener on the
retention pond matter." Indeed, RWT has never made any offer to settle this
matter. It's probably more accurate to say that RWT just doesn't want to
settle, which is frustrating to Independence Commons, LLC, in light of its
efforts to resolve this matter.
Independence Commons, LLC, continues to believe that this is a poor case for
enforcement and an easy matter to resolve. It remains open to an amicable
resolution with RWT, and it would appreciate the courtesy of further
discussions with the Agency before any enforcement is initiated. Needless
to say, if enforcement is initiated, we believe it should include as a party
RWT (which continues to discharge storm water without authorization from
Independence Commons, LLC).
Thanks in advance for your continued help on this matter.
Regards,
Dave Franchina
Kennedy Covington
704-331-7543 (voice)
704-331-7598 (fax)
-----Original Message -----
From: CLARK WRIGHT, JR. - 5418
Sent: Friday, February 01, 2002
To: [e-mail];
Cc: dfranchina@kennedycovington
(mailto:[e-mail])
2:37 PM
[e-mail]
com
Subject: Independence Common Retention Pond Matter - Mitchener
Enforcement Action
I of 2 2/5/2002 12:36I'M

IV: Independence Common Retention Pond Matter - Mitchener Fnforce ment Action
Rick/Noell:
This note is to let you know that our client has not been able to reach an
agreement with Mitchenei on the retention pond matter. We would like to see
the State expeditiously proceed with its enforcement action. We would like
to be copied with any public documents associated with the enforcement
referral and prosecution if possible. I am sorry that I was unable to get
all the potentially affected people to resolve this prior to further
enforcement action by DWQ against Mitchener.
I am copying this e-mail to David Franchina, Mitchener's attorney.
Should you have any questions or need addtional information, please give me
a call.
Best regards for the weekend,
I. Clark Wright, Jr.
Ward and Smith, P.A.
1001 College Court
New Bern, NC 28562
252-672-5418 (Office)
252-672-5477 (Fax)
252-229-5900 (Cell)
2 of 2 2/5/2002 12:36 PM

P. 1
4 01PM
y.
COMMUNICATION RESULT REPORT ( JUN.12.2001 ) NODENR WIRO
rOK
PAGE
OPTION ADDRESS (GROUP) -----------=---'
FILE MODE ----------------- P. 14/14
------9-7944e77
815 MEMORY TX
------ --- —
REASON FOR ERROR E-2) BUST
E-1j HANG UP OR LINE FAIL E-4) NO FACSIMILE CONNECTION
E-3) NO ANSWER
State of North Carolina
Department of Environment and Natural Resources
Wilmington regional Office
'Michael F. Easley, Governor William G. Ross jr., Secretary
Date: cm
To:
CO:
FAX #: J774Y97-7
REMARKS
FAX COVER SHEET
No.
CO: 4
FAX,#:
ges:
127 CarOinal Drive Extension, lVilmIngton, N.C. 28405-3845 Telephone (910) 39$-3900 Fax [phone]
An Equal Opportunity Affirmative Aeiion rmployer

— — Andrew & Kuske
CONSULTING ENGINEERS, INC.
John R. Andrew, P.E.
J.A. Kuske, P.E.
J. Phillip Norris, P.E.
902 Market St. • Wilmington, North Carolina 28401-4733 • Telephone [phone] • Fax [phone]
November 25, 1997
Ms. Linda Lewis
NC DENR - Wilmington Regional Office
Water Quality Section
127 Cardinal Drive Extension
Wilmington, NC 28405-3845
Re: Independence Commons
Stormwater Project SW8 970865
A&K Project No. 97139
Dear Ms. Lewis:
STORMWATER
RECF,1VFED
D E C 0 11997
BY:�2rq-70g(�'5
We are responding to your letter of November 21, 1997. requesting additional information on the
subject project as follows:
1. We believe there is some confusion concerning the area labeled outparcel 2. It is
currently owned by a separate party from the developer of the Food Lion tract. We
cannot require the current owner of outparcel 2 to do anything. What do you want us to
do?
2. The dimensions have been corrected for the 24 contour.
3. We have recalculated the area within the 24 contour and find that your square footage is
correct. We do not understand where the error occurred as we are using the computer
to achieve this data. We are enclosing revised calculations showing the new surface
area.
4. The slope above the 26.0 contour has been added to the plan. It was evidently missed
during the last revision.
We are transmitting with this letter three revised sets of plans for your review and approval.
Please let us know if you require any additional information.
Sincerely,
ANDREW & KUSKE
CONS4tTNG ENGINEER , INC.
J Phillip Norris, P.
JPN/sbs
cc: Mr. Bill Mitchener

State of North Carolina
Department of Environment
and Natural Resources
Wilmington Regional Office
James B. Hunt, Jr., Governor
Wayne McDevitt, Secretary
Division of Water Quality
November 21, 1997
Mr. John Tunstall, P.E.
Andrew and Kuske
902 Market Street
Wilmington, NC 28401
Subject: ACKNOWLEDGEMENT OF RECEIPT AND
REQUEST FOR ADDITIONAL INFORMATION
Stormwater Project No. SW8 970865
Independence Commons
New Hanover County
Dear Mr. Tunstall:
The Wilmington Regional Office received previously requested information for the Stormwater
Management Permit Application for Independence Commons on October 23, 1997. A preliminary review
of that information has determined that the application is not complete. The following information is needed
to continue the Stormwater review:
1. Outparcel 2 cannot be excluded. It is part of the overall development plans and is therefore
subject to the regulations. If you don't wish to include it in the pond design, you must require
the outparcel to provide it's own stormwater treatment through a recorded deed restriction
prior to selling the lot. It will NOT be allowed to be exempt from stormwater requirments by
disturbing less than 1 acre.
2. The 25' dimension provided for the permanent pool is incorrect. The dimension line is
coming from the 23 contour, not from the 24 contour. The 43' dimensionq will need to be
revised as a result.
3. I am unable to duplicate the 10,069 square feet you report as provided at elevation 24. The
most I get by scaling is 9,724, which is still more than the required minimum.
4. The slope above contour 26 is 2.5:1, not 3:1. Please note this slope on the pond detail.
5. Contour 26 has not been delineated on the plans, as reported in your letter.
127 North Cardinal Dr., Wilmington, North Carolina 28405 Telephone [phone] FAX [phone]
An Equal Opportunity Affirmative Action Employer 50% recycled110% post -consumer paper

Mr. Tunstall
November 21, 1997 _
Stormwater Project N6.-SW8 970865-
----------------------------------------------
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 December 21, 1997, 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 have any questions concerning this matter please feel free to call me at [phone].
Sincerely,
Ms. Linda Lewis
Environmental Engineer
RSS/arl: S:1WQSISTORMWATIADDINF01970865.NOV
cc: Linda Lewis
Central Files
127 North Cardinal Dr., Wilmington, North Carolina 28405 Telephone [phone] FAX [phone]
An Equal Opportunity Affirmative Action Employer 50% recycled/10% post -consumer paper

John R. Andrew, P,E.
Andrew & Kuske J.A. Kuske, P.E.
CONSULTING ENGINEERS, INC. J. Phillip Norris, P.E.
902 Market St. • Wilmington, North Carolina 28401-4733 * Telephone [phone] • Fax [phone]
October 21, 1997
NC DENR / Wilmington Regional Office
Division of Water Quality
127 Cardinal Drive Extension
Wilmington, NC 28405-3845
Attn: Ms. Linda Lewis, Environmental Engineer
Re: Independence Commons
Stormwater Project #SW8 970865
A&K Project No. 97139
Dear Ms. Lewis:
E E
We are responding to your comments of September 25, 1997 as follows:
1. We have added dimensions to the permanent pool.
2. The storage pool elevation has been changed to 26.0 and is labeled.
3. The outlet has been relocated.
4. The forebay wall elevation has been raised to elevation 25.00 and a weir has
been added.
5. All slopes have been changed to 3:1.
6. The outlet detail has been modified to match the design.
7. Attachment A has been added. Only outparcel #1 drains to the pond. Outparcel
#2 stands alone.
8. The property limits have been clearly defined.
9. The title is "Managing Partner."
10. New calculations have been enclosed.
11. The name of the receiving stream has been added and is enclosed.

Ms. Linda LewisIDENR
October 21, 1997
Page 2
12. The off -site area is outparcel #1 and the access road.
13. The property bearings and dimensions are shown on the plan enclosed.
We are enclosing 2 complete sets of revised plans and calculations and revised
application for your review and approval. Please let us know if you need any additional
information.
Sincerely,
ANDREW & KUSKE
CONSUL ENGINEERS, INC.
Phillip Norris, P.
JPNlsbs
enclosures
cc: Mr. Bill Mitchenerllndependence Commons, L.L.C.
97139rsw

State of North Carolina
Department of Environment and Natural Resources
Wilmington Regional Office
James B. Hunt, Jr. Division of Water Quality Wayne McDevitt
Governor Water Quality Section Secretary
September 25, 1997
Mr. Phil Norris, P.E.
Andrew and Kuske
902 Market Street
Wilmington, NC 28401
Subject: ACKNOWLEDGEMENT OF RECEIPT AND
REQUEST FOR ADDITIONAL INFORMATION
Stormwater Project No. SW8 970865
Independence Commons
New Hanover County
Dear Mr. Norris:
The Wilmington Regional Office received a Stormwater Management Permit Application for
Independence Commons on August 28, 1997. A preliminary review of that information has determined that
the application is not complete. The following information is needed to continue the stormwater review:
1. Add the permanent pool dimensions to the layout plan.
2. Label and delineate the 26.6 storage pool contour on the layout plan.
3. Relocate the outlet structure to opposite the inlet to prevent short-circuiting.
4. Raise the forebay wall elevation to the design pool and cut a weir in at the permanent pool
elevation.
5. All slopes above the permanent pool must be 3:1. There are no longer provisions for alternate
stabilization means for slopes steeper than 3:1. Once the design pool elevation is reached, you
may elect to do with the sideslopes as you please to prevent erosion.
6. The elevations provided in the outlet structure detail do not match up with the elevations in
the pond section detail.
7. Provide Attachment A for the Outparcels. List each outparcel separately on the attachment.
127 Cardinal Drive Extension, Wilmington, N-C. 28405-3845 • Telephone [phone] • Fax [phone]
An Equal Opportunity Affirmative Action Employer

Mr. Norris
September 25, 1997
Stormwater Project No. SW8 970865 Modification
8. Clearly define the property limits for each outparcel and number the outparcels to correspond
to Attachment A.
9. Usually, the main person in an LLC is a managing partner, president, etc., not an owner.
Please verify that this is the correct title.
10. The calculation sheets provided are so faded at the top, that I am unable to read them.
11. The name of the receiving stream has been left blank. It is up to you to determine the flow
direction of the runoff. I can only verify and give the classification.
12. Delineate and label the offsite area.
13. Provide the property line bearings and dimensions.
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 October 25, 1997, 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 have any questions concerning this matter please feel free to call me at [phone].
Sincerely,
Ms. Linda Lewis
Environmental Engineer
RSSlarl: S:IWQSISTORMWATIADDINFO1970865. SEP
cc: Linda Lewis
Central Files

J/ John R. Andrew, P,E.
Andrew & Kuske J,A. Kuske, P.E.
CONSULTING ENGINEERS, INC. J. Phillip Norris, P.E.
902 Market St. • Wilmington, North Carolina 28401-4733 • Telephone [phone] • Fox 910/343-9604
August 22, 1997
NC DEHNR
Division of Water Quality
127 Cardinal Drive Extension
Wilmington, NC 28405-3845
Attn: Ms. Linda Lewis
Re: Independence Commons
New Hanover County
A&K Project No. 97139
Dear Ms. Lewis:
IAM 2 f811SI
By: 5W5'?7Oi(0S
STORmwma
Enclosed are three sets of plans for the subject project, calculations, the Division
of Water Quality stormwater management permit application and a $385.00
check for the processing fee.
Please review this information for approval and contact us with any questions or
comments you may have. Thank you for your assistance on this project.
Sincerely,
ANDREW & KUSKE
CONS TING ENGI ERS, INC.
Philip orris, P
JPN/sbs
enclosures
cc: Bill Mitchener/Independence Commons, L.L.C.
97139SW

1
�-NORTH CAROLINA
�- Department of The Secretary of State
.�w
To all whom these presents shall come, Greetings:
I, ELAINE F. MARSHALL, Secretary of State of the State of North Carolina, do hereby
certify the following and hereto attached to be a true copy of
ARTICLES OF ORGANIZATION
OF
RB INDEPENDENCE, LLC.
the original of which was filed in this office on the 20th day of March, 2007.
or ,► ,
IN WITNESS WHEREOF, I have hereunto set
my hand and affixed my official seal at the City
of Raleigh, this 20th day of March, 2007.
Ce-rtification$ C200707900821-1 Referencell C200707900821-1 Page: 1 of 4 Secretary of State
Verify this certificate online at v ww.secretary.state.ne.us/verification

C200707900B21
ARTICLES OF ORGANIZATION
RB INDEPENDENCE, LLC
SOSID: 904301
Date Filed: 3/20/2007 3:38:00 PM
Elaine F. Marshall
North Carolina Secretary of State
C200707900821
Pursuant to §57C-2-20 of the General Statutes of North Carolina, the undersigned does
hereby submit these Articles of Organization.
The narne of the limited liability company is RB Independence, LLC.
2. The duration of the limited liability company shall be perpetual.
3. The name and address of the sole member executing these articles of organization is
Ragsdale Brothers, LLC, 404 East Main Street, Jamestown, NC 27282,
4. The street address and county of the registered office of the limited liability company
is 404 East Main Street, Jamestown, Guilford County, North Carolina 27282.
5. The mailing address of the registered office is 404 East Main Street, Jamestown, NC
27282.
6. The name of the registered agent is George W. Ragsdale,
7. The street address and county of the principal office of the limited liability company
is 404 East Main Street, Jamestown, Guilford County, North Carolina 27282.
8. The mailing address of the principal office is 404 East Main Street, Jamestown, NC
27282,
9. The limited liability company is a member -managed LLC: the sole member by virtue
of its status as the sole member shall be the sole manager of this limited liability
company.
10. The company is subj ect to the Single Purpose Entity Provisions set forth on Exhibit 1
attached hereto.
11. These articles will be effective upon Fling.
This the 15 day of March, 2007.
Rags
LE
By:
321587vl
William G. Ragsdal
C200707900821-1 Reference# C200707900821 -Page: 2 of 4

SINGLE PURPOSE ENTITY PROVISIONS
The business and purpose of RB Independence, LLC, a North Carolina limited liability
company, (the "Company") shall consist solely of the acquisition, operation and disposition of the
real estate project known as the RB Independence, LLC (the "Property") and to enter into a loan
transaction ("Loan") with LaSalle Bank National Association (the "Lender") in which the Company
shall borrow certain monies in the approximate amount of Four Million Six Hundred Fifty Thousand
Dollars ($4,650,000.00) from the Lender_ The Company shall:
(a) not own, hold or acquire, directly or indirectly, any ownership interest (legal or equitable)
in any real or personal property other than (i) the Property, and (ii) incidental personal property
necessary for the ownership or operation of the Property;
(b) not engage in any business other than the ownership, operation and disposition of the
Property;
(c) not incur any indebtedness, secured or unsecured, direct or indirect, absolute or
contingent (including guaranteeing any obligation), other than (i) the Loan, and (ii) unsecured trade
payables (and not evidenced by a promissory note) related to the ownership and operation of the
Property and incurred in the ordinary course of business and which shall not exceed 60 days in
duration from the date such trade payables are first incurred by the Company;
(d) maintain its assets, accounts, books, records, financial statements, stationery, invoices,
and checks separate from and not commingled with any of those of any other person or entity;
(e) conduct its own business in its own name, pay its own liabilities out of its own funds
(including paying salaries of its own employees), allocate fairly and reasonably any overhead for
shared employees and office space, and maintain an arm's length relationship with its all'iliates;
(f) hold itself out as a separate entity, correct any known misunderstanding regarding its
separate identity, and observe all organizational formalities;
(g) not guarantee or become obligated for the debts of any other entity or person or hold out
its credits as being available to satisfy the obligations of others, including not acquiring obligations
or securities of its partners, members or shareholders'
(h) not pledge its assets for the benefit of any other entity or person or make any loans or
advances to any person or entity;
(i) not enter into any contract or agreement with any Principal, as defined in the mortgage
securing the Loan, or any party which is directly or indirectly controlling, controlled by or under
common control with Company orPrincipal (an "Affiliate'), except upon terms and conditions that
3215$7vl
C200707900821-1 Reference# C200707900821- Page: 3 of 4

C200707900921
are intrinsically fair and substantially similar to those that would be available on an arms -length basis
with third parties other than any Principal or Affiliate;
0) maintain adequate capital for the normal obligations reasonably foreseeable in a business
of its size and character and maintain a sufficient number of employees in light of its contemplated
business operations;
(k) not dissolve or wind up, in whole or in part, and no member of the Company shall seek
the dissolution or winding up, in whole or in part, of the Company, and the Company will not merge
with or be consolidated into any other entity;
(1) maintain its assets in such a manner that it will not be costly or difficult to segregate,
ascertain or identify its individual assets from those of any constituent party of the Company,
Affiliate, Principal or any other person; and
(m) obtain and maintain in full force and effect, and abide by and satisfy the material terms
and conditions of, all material permits, licenses, registrations and other authorizations with or
granted by any governmental authorities that maybe required from time to time with respect to the
performance of its obligations under the mortgage securing the Loan.
Until such time as the Loan has been repaid in full, the Company shall not amend, modify or
terminate any of these provisions of the Company's Certificate of Organization or Operating
Agreement without the prior written consent of the Lender.
321587vl
C200707900821-1 Reference# C200707900821- Page:4 of 4

AB INDPENDENCE, LLC
OPERATING AGREEMENT
THIS OPERATING AGREEMENT ("Agreement") of RB Independence, LLC
(the "Company") a limited liability company organized pursuant to the North Carolina
Limited Liability Company Act, is executed effective as of March 20, 2007 by and
among the Company and Ragsdale Brothers, LLC as its initial sole member.
Statement of Purpose
The Member is the owner of all the Interests of the Company. This Agreement sets
forth the terms and conditions of the operating agreement.
The Agreement
NOW, THEREFORE, in consideration of the foregoing and of the mutual
covenants, conditions, stipulations, and agreements below, it is agreed as follows:
SECTION 1. DEFINITIONS
The following capitalized terms used in this Agreement shall, unless otherwise noted
or unless the context otherwise requires, have the following meanings:
1.1 "Act" means the North Carolina Limited Liability Company Act, as
found in Chapter 57C of the North Carolina General Statues.
1.2 "Affiliate" means any (i) Member or Manager; (ii) member of the
immediate family of any Member or Manager (i.e., his spouse, parents,
parents -in-law, descendants, nephew, nieces, brothers, sisters, brothers-in-
law, sisters-in-law, children -in-law, and grandchildren -in-law); (iii) legal
representative, successor or assignee of any person referred to in the
preceding clauses (i) and (ii); (iv) trustee of the trust for the benefit of any
person referred to in the preceding clauses (i) through (iii); (v) entity
which directly, or indirectly, through or more intermediaries, controls, is
controlled by or is under common control with, any person referred to
preceding clauses (i) through (iv); or (vi) person who is an officer,
director, trustee, employee, stockholder (ten percent or more) or partner of
any person referred to in the preceding clauses (i) through (v). For
purposes of this definition, the term "control" means the ownership of ten
percent or more of the beneficial interest or voting power of the
appropriate entity.
1.3 "Agreement" means this Operating Agreement, as amended from time to
time.
32159M

1.4 "Assignee" means a person or persons who have been acquired beneficial
interest in one or more Member Interests but who have not been admitted
as substitute Member(s).
1.5 "Capital Account" means a Capital Account which shall be maintained
in the books and records of the Company for each Member. Each
Members Capital Account shall be:
(a) increased by:
(i) the amount of money contributed by him to the Company,
(ii) the fair market value of property contributed by him to the
Company (net of liabilities securing such contributed property that the Company
assumes or takes subject to),
(iii) allocations to him of Company income and gain (or items thereof),
including income or gain exempt from tax and, in the case of property that is reflected on
the books of the Company at a book value that differs from its adjusted basis for federal
income tax purposes, solely the amount of income and gain recognized by the Company
for book purposes with respect to such property; and
(b) decreased by:
(i) the amount of money distributed to him by the Company,
(ii) the fair market value of property distributed to him by the
Company (net of liabilities securing such distributed property that such Member
assumes or takes subject to),
(iii) allocations to him of expenditures of the Company which are
neither deductible in computing Company taxable income nor properly capitalized by the
Company, and,
(iv) allocations of Company loss and deduction (or items thereof),
including, in the case of property that is reflected on the books of the Company at a book
value that differs from its adjusted basis for federal income tax purposes, solely the
amount of loss and deduction recognized by the Company for book purposes with respect
to such property.
Each Member's Capital Account shall be further maintained and adjusted
as may be necessary in order for the Members' Capital Accounts to be
determined and maintained in accordance with Section 1.704-1(b)(2)(iv)
of the federal income tax regulations, should there at any time be more
than one Member of the Company. For all purposes of this Agreement, a
32159M

transferee of a Member's Interest shall succeed to the Capital Account
attributable to the transferred Interest.
1.6 "Code" means the Internal Revenue Code of 1986, as amended, or the
corresponding provisions of any future federal internal revenue law.
1.7 "Company" means RB Independence, LLC.
1.8 "Distribution" means a direct or indirect transfer of money or other
property or incurrence of indebtedness by the Company to or for the
benefit of the Members in respect of their Interests.
1.9 "Interest" means all of a Membees rights in the Company, including
without limitation the Member's share of profits and losses of the
Company, the right to receive distribution of Company assets, the right to
vote as a Member, the right to obtain information pursuant to N.C.G.S.
57C-3-04, and any right of Members to participate in management.
1.10 "Interest in the Company" When used in this Agreement in connection
with any required or permitted vote, decision, or consent of Members
holding a majority or stated percentage interest in the Company, the term
"interest in the Company" or similar language to such effect shall be
deemed to refer to the Member's respective Percentage Interest in Net
Income.
1.11 "Manager" means each Person designated as a Manager of the Company
according to this Agreement.
1.12 "Member" means each Person designated as a Member of the Company
on Schedule A and who executes this Agreement, and any Persons who
are admitted as additional or successor Members pursuant to this
Agreement.
1.13 "Net Income" and "Net Loss" mean regular taxable income or loss of
the Company for. federal income tax purposes for each fiscal year
determined using the method of accounting then being utilized by the
Company, taking into account all items of income, gain, loss, deduction,
and credit, with the following adjustments:
(i) Any income of the Company that is exempt from federal income
tax and not otherwise taken into account pursuant to this section
1.13 shall be added to such taxable income or loss;
(ii) Any expenditures of the Company not deductible in computing its
taxable income and not properly chargeable to capital account (or
treated as such pursuant to the Regulations under Code Section
321590v2

704) and not otherwise taken into account in computing Net
Income or Net Loss pursuant to this Section 1.13, shall be
subtracted from such taxable income or loss; and
(iii) Notwithstanding any other provision of this Section 1.13, any
items which are specially allocated pursuant to Section 7.2 shall
not be taken into account in computing Net income or Net Loss.
1.14 "Percentage Interest" means a Members proportionate distributive
share of income and loss in the initial amount set forth on Exhibit A and as
subsequently adjusted as provided in this Agreement.
1.15 "Person" means an individual, trust, estate, Domestic Corporation,
foreign corporation, Professional Corporation, general partnership, limited
partnership, Limited Liability Company, foreign limited liability company,
unincorporated association, or other entity.
116 "Property" means the personalty, real estate, or other items of value
contributed to the Company as set forth on Exhibit A and as described on
Exhibit B, as amended from time to time.
1.17 "Regulations" means the final and temporary Treasury Regulations
promulgated under the Code, including any amendments, or the
corresponding provisions of regulations under any future federal internal
revenue law.
.1.18 "Unit" means that portion of a Member's Interest that is represented by
each tenth of a percent (0.1 %) of that Member's Percentage interest.
1.19 "Articles of Organization" means the articles of organization which were
filed on March 2007 with the Secretary of State of the State of North
Carolina for the purpose of forming this LLC.
SECTION 2 FORMATION OF LIMITED LIA ELITY COMPANY
2.1 Formation. Upon filing articles of organization with the Secretary of
State, the organizer formed "RB Independence, LLC" as a limited liability
company under and pursuant to the Act.
2.2 Name. The name of the Company is, STEC No. 05-2607, LLC."
2.3 Registered Office and Registered Agent. The registered office of the
Company shall be at 404 East Main Street, Jamestown, NC 27282 or such
other place or places as may be approved by the Manager(s) from time to
time. The registered agent of the Company shall be Statewide Title
Exchange Corporation, whose written consent to serve as such shall be
maintained in the records of the Company.
32159OV2

2.4 Principal Place of Business. The principal place of business of the
Company shall be at 404 East Main Street, Jamestown, NC 27282 until
changed by the Manager(s) in their sole discretion.
2.5 Purposes. The LLC has been formed for the sole purpose of the
acquisition, operation, and disposition of the real estate project known as
Independence Commons, 510 Independence Boulevard Extension,
Wilmington, New Hanover County, North Carolina, (the "Property") and
to enter into a loan transaction ("Loan") with LaSalle Bank National
Association (the "Lender") in which the LLC shall borrow certain monies
in the approximate amount of Four Million Six Hundred Fifty Thousand
Dollars ($4,650,000.00) from the Lender. The LLC shall:
(a) not own, hold, or acquire, directly or indirectly, any ownership
interest (legal or equitable) in any real or personal property other than (i)
the Property; and (ii) incidental personal property necessary for the
ownership or operation of the Property;
(b) not engage in any business other than the ownership, operation,
and disposition of the Property;
(c) not incur any indebtedness, secured or unsecured, direct or
indirect, absolute or contingent (including guaranteeing any obligation),
other than (i) the Loan, and (ii) unsecured trade payables (and not
evidenced by a promissory note) related to the ownership and operation of
the Property and incurred in the ordinary course of business and which
shall not exceed 60 days in duration from the date such payables are first
incurred by the Company;
(d) maintain its assets, accounts, books, records, financial statements,
stationery, invoices, and checks separate from and not commingled with
any of those of any other person or entity;
(e) conduct its own business in its own name, pay its own liabilities
out of its own funds (including paying salaries of its own employees),
allocate fairly and reasonably any overhead for shared employees and
office space, and maintain an arm's length relationship with its affiliates;
(fJ hold itself out as a separate entity, correct any known
misunderstanding regarding its separate identity, and observe all
organizational formalities;
(g) not guarantee or become obligated for the debts of any other entity
or person or hold out its credits as being available to satisfy the obligations
32159M

of others, including not acquiring obligations or securities of its partners,
members, or shareholders;
(h) not pledge its assets for the benefit of any other entity or person or
make any loans or advances to any person or entity;
(i) not enter into any contract or agreement with any Principal, as
defined in the mortgage securing the Loan, or any party which is directly
or indirectly controlling, controlled by, or under common control with
LLC or Principal (an "Affiliate"), except upon terms and conditions that
are intrinsically fair and substantially similar to those that would be
available on an arms -length basis with third parties other than any
Principal or Affiliate;
0) maintain adequate capital for the normal obligations reasonably
foreseeable in a business of its size and character and maintain a sufficient
number of employees in light of its contemplated business operations;
(k) not dissolve or wind up, in whole or in part, and no member of the
LLC shall seek the dissolution or winding up, in whole or in part, of the
LLC, and the LLC will not merge with or be consolidated into any other
entity;
(I) maintain its assets in such a manner that it will not be costly or
difficult to segregate, ascertain, or identify its individual assets from those
of any constituent party of the LLC, Affiliate, Principal, or any other
person; and
(m) obtain and maintain in full force and effect, and abide by and
satisfy the material terms and conditions of, all material permits, licenses,
registrations, and other authorizations with or granted by any
governmental authorities that may be required from time to time with
respect to the performance of its obligations under the mortgage securing
the Loan;
The LLC may engage in any and all lawful activities as may be necessary,
incidental or convenient to carry out its purpose. Until such time as the
Loan has been repaid in full, the Company shall not amend, modify or
terminate any of these provisions of the Company's Articles of
Organization or Operating Agreement without the prior written consent of
the Lender.
2.6 Term. The Company will continue to exist until terminated or dissolved in
accordance with the Act, its Articles of Organization or this Agreement.
321590v2

SECTION 3 RIGHTS AND DUTIES OF MANAGERS
3.1 Management. The business and affairs of the Company shall be managed
by its sole Manager. Subject to the terms of this Agreement or
nonwaivable provisions of applicable law, the Manager shall have full and
complete authority, power, and discretion to manage and control the
business, affairs, and properties of the Company, to make all decisions
regarding those matters and to perform any and all other acts or activities
customary or incident to the management of the Company's business. At
any time when there is more than one Manager, any one Manager may
take any action permitted to be taken by the Managers, unless the approval
of more than one of the Managers is expressly required by this Agreement
or the Act.
3.2 Number, Tenure, and Qualifications. The Company shall initially have
one Manager. The number of Managers of the Company shall be fixed
from time to time by the affirmative vote of two-thirds majority in interest
of the Members. In no event shall there be less than one Manager. Each
Manager shall hold office until the next annual meeting of Members or
until his successor shall have been elected and qualified. Managers shall
be elected by the affirmative vote of a majority in interest of the Members.
Managers do not need to be residents of the State of North Carolina or
Members of the Company. The written consent of the Managers to
designation as such shall be maintained in the records of the Company.
3.3 Managers' Standard of Care. A Manager's duty of care in the discharge
of the Manager's duties to the Company and the other Members is limited
to refraining from engaging in grossly negligent or reckless conduct,
intentional misconduct, or a knowing violation of law. In discharging his
duties, a Manager shall be fully protected in relying in good faith upon the
records required to be maintained under Section 3.14 and upon such
information, opinions, reports, or statements by any to its other Managers,
Members, agents, or by any other person, as to matters the Manager(s)
reasonably believe are within such other person's professional or expert
competence and who has been selected with reasonable care by or on
behalf of the Company, including information, opinions, reports, or
statements as to the value and amount of the assets, liabilities, profits, or
losses of the Company or any other facts pertinent to the existence and
amount of assets from which distributions to members might properly be
paid.
3.4 Certain Powers of Manager. Without limiting the generality of Section
3.1, the Manager(s) shall have power and authority, on behalf of the
Company:
321s90v2

(a) To acquire property from any Person as the Manager(s) 3may
determine. The fact that a Manager or a Member is directly or
indirectly affiliated or connected with and such Person shall not
prohibit the Manager(s) from dealing with that Person.
(b) To borrow money for the Company from banks, other lending
institutions, Manager(s), Member(s), or affiliates of Managers or
Members, on such terms as the Managcr(s) deem appropriate,
and in connection therewith, to hypothecate, encumber, and grant
security interests in the assets of the Company to secure
repayment of the borrowed sums. Now debt shall be contracted
or liability incurred by or on behalf of the Company except by
the Manager(s), or to the extent permitted under the Act, by
agents or employees of the Company expressly authorized to
contract such debt or incur such liability by the Manager(s). If
the Manager(s) apply for a loan to the Company, no bank or
lending institution shall be required to inquire as to the purposes
for which such loan is sought, and as between the Company and
such bank or other lending institution, it shall be conclusively
presumed that the proceeds of such loan are to be and will be
used for the purposes authorized under this Agreement.
(c) To purchase liability and other insurance to protect the
Company's property and business.
(d) To hold and own any Company real and/or personal properties in
the name of the Company.
(e) To invest any Company funds temporarily (by way of example
but not limitation) in time deposits, short-term govemmental
obligations, commercial paper, or other investments.
(f) Upon the affirmative vote of the Members holding at least 51%
in interest of all Interests, to sell or otherwise dispose of all
substantially all of the assets of the Company as part of a single
transaction or plan so long as such disposition is not in violation
of or a cause of a default under any other agreement to which the
Company may be bound. The affirmative vote of the Members
shall not be required with respect to any sale or disposition of the
Company's assets in the ordinary course of the Company's
business.
(g) To execute on behalf of the Company all instruments and
documents, including, without limitation, checks, drafts, notes,
other negotiable instruments, mortgages, deeds of trust, security
agreements, financing statements, documents providing for the
32159av2

acquisition, mortgage, or disposition of the Company's property,
assignments, bills of sale, leases, partnership agreements,
operating agreements of other limited liability companies, and
any other instruments or documents necessary, in the opinion of
the Manager(s), to the business of the Company.
(h) To employ accountants, legal counsel, managing agents, or other
experts to perform services for the Company and to compensate
them from Company funds.
(i) To enter into any and all other agreements on behalf of the
Company, with any other Person for any purpose, in such forms
as the Manager(s) may approve.
(j} To do and perform all other acts as may be necessary or
appropriate to the conduct of the Company's business.
Unless authorized to do so by this Agreement or by the Manager(s) of the
Company, no attorney -in -fact, employee, or other agent of the Company
shall have any power or authority to bind the Company in any way, to
pledge its credit, or render it liable pecuniary for any purpose. No
Member shall have any power or authority to bind the Company unless the
Member has been authorized by the Manager(s) to act as an agent of the
Company in accordance with the previous sentence.
3.5 Liability for Certain Acts. Each Manager shall act in a manner the
Manager believes in good faith to be in the best interest of the Company
and with such care as an ordinarily prudent person in a like position would
use under similar circumstances. A Manager is not liable to the Company,
its Members, or other Manager(s) for any action taken in managing the
business or affairs of the Company if the Manager performs the duties of
Manager in compliance with the standard contained in this Section. No
Manager has guaranteed nor shall have any obligation with respect to the
return of a Member's capital contributions or profits from the operation of
the Company. No Manager shall be liable to the Company or to any
Member for any loss or damage sustained by the Company or any
Member, except loss or damage sustained by the Company or any
Member, except loss or damage resulting form intentional misconduct or
knowing violation or breach of the provisions of this Agreement. Each
Manager shall be entitled to rely on information, opinions, reports, or
statement, including but not limited to financial statements or other
financial data prepared or presented in accordance with the provisions of
N.C. Gen. Stat. § 57C-3-22.
3.6 Manager(s) Have No Exclusive Duty to Company. The Manager(s)
shall not be required to manage the Company as the Manager(s) sole and
exclusive function and the Manager(s) may have other business interests
and may engage in other activities in - addition to those relating to the
Company. Neither the Company nor any Member shall have any right, by
virtue of this Agreement, to share or participate in such other investments
or activities of the Manager(s) or to the income or proceeds derived
therefrom. The Manager(s) shall incur no liability to the Company or to
any of the Members as a result of engaging in any other business or
32I59W

venture. Section 11.4 governs conflicts of interest between Manager(s)
and the Company.
3.7 Bank Accounts. The Manager(s) may from time to time open bank
accounts in the name of the Company, and the Manager(s) shall be the
sole signatories thereon, unless the Manager(s) determine otherwise.
3.8 Indemnity of the Manager(s), Employees and Other Agents. To the
fullest extent permitted under the Act, the Company shall indemnify the
Manager(s) and make advances for expenses to there with respect to the
matters capable of indemnification under the Act. The Company shall
indemnify its employees and other agents who are not Manager(s) to the
fullest extent permitted by law, provided that such indemnification in any
given situation is approved by a majority in interest of the Members.
3.9 Resignation. Any Manager of the Company may resign at any time by
giving written notice to the Members of the Company. The resignation of
any Manager shall take effect upon receipt of the notice or at such later
time as shall be specified in such notice; and, unless otherwise specified in
notice of resignation, the acceptance of such resignation shall not be
necessary to make it effective. The resignation of a Manager who is also a
Member shall not affect the Manager's rights as a Member and shall not
constitute a withdrawal of a Member.
3.10 Removal. At a meeting called expressly for that purpose, all or any lesser
number of Manager(s) may be removed at any time, with or without cause,
by the affirmative vote of a majority in interest of the Members. The
removal of a Manager who is also a Member shall not affect the Manager's
rights as a Member and shall not constitute a withdrawal of a Member.
3.11 Vacancies. Any vacancy occurring for any reason in the number of
Manager(s) of the Company may be filled by the affirmative vote of a
majority of the remaining Manager(s) then in office, provided that if there
are no remaining Manager(s), the vacancy (ies) shall be filled by the
affirmative vote of a majority in interest of the Members. Any Manager's
position to be filled by reason of an increase in the number of Managers
shall be filled by the affirmative vote of a majority of the Managers then in
office or by an election at an annual meeting or at a special meeting of
Members called for that purpose or by the Members' unanimous written
consent. A Manager elected to fill a vacancy shall be elected for the un-
expired term of his predecessor in office and shall hold office until the
expiration of such term and until his successor shall be elected and shall
qualify or until his earlier death, resignation or removal. A Manager
chosen to fill a position resulting from an increase in the number of
Managers shall hold office until the next annual meeting of members and
until his successor shall be elected and shall qualify, or until his earlier
death, resignation or removal.
3.12 Compensation. The compensation of the Managers shall be fixed from
time to time by an affirmative vote of a majority in interest of the
32159ov2

Members, and no Manager shall be prevented from receiving such salary
by reason of the fact that he is also a Member of the Company.
3.13 Annual Report for Secretary of State. The Manager(s) shall deliver to
the Secretary of State far filing an annual report in accordance with N.C.
Gen. Stat. § 57C-2-23.
3.14 Books and Records. The Managers shall keep true and full books and
records showing all receipts and expenditures, assets and liabilities,
income and losses and all other records necessary for recording the
Company's allocations and distributions provided for in this Agreement.
The Managers shall also maintain in the records of the Company the
information and documents set forth in N. C. Gen. Stat. § 57C-3-20. The
books of the Company shall be maintained on the same basis of
accounting which the Company uses for federal income tax purposes. The
Managers shall maintain such books and records at all times at the
principal office of the Company, where they shall be available during
regular business hours for inspection, examination, and copying by all
Members and Managers or by their duly authorized representatives.
3.15 Fiscal Year. The fiscal year of the Company shall be the calendar year.
SECTION 4 RIGHT AND OBLIGATIONS OF MEMBERS
4.1 Limitation on Liability. Each Member's liability shall be limited. as set
forth in this Agreement, the Act, and other applicable law.
4.2 No Liability for Company Obligations. No Member will have any
personal liability for any debts or losses of the Company beyond his
respective original capital contributions, except as provided by law.
4.3 Indemnification. To the fullest extent permitted under the Act, the
Company shall indemnify the Members and make advances for expenses
to them with respect to the matters capable of indemnification under, the
Act.
4.4 List of Members. Upon written request of any Member, the Manager(s)
shall provide a list showing the names, addresses, and Percentage Interests
of all Members, Assignees, and Manager(s) and other information
required by N. C. Gen. Stat. § 57C-3-04 and maintained pursuant to
Section 3.14.
4.5 Voting Rights. The Members shall have the right, by affirmative vote of
at least fifty-one percent (51%) of the Members, according to their
interests in the Company, to approve (i) the sale, exchange, or other
disposition of all, or substantially all, of the Company's assets (other than
32159ov2

in the ordinary course of the Company's business) which is to occur as part
of a single transaction or plan, or (ii) the merger of the Company.
4.6 Priority and Return of Capital. Except as may be expressly provided in
Section 7, no Member or Assignee shall have priority over any other
Member or Assignee,either as to the return of capital contributions or as
to Net Income, Net Loss, or distributions. This Section shall not apply to
loans (as distinguished from capital contributions) a Member has made to
the Company.
4.7 Representations and Warranties. Each Member and, in the case of a
Member that is an organization, the person(s) executing this Agreement on
behalf of the organization, hereby represents and warrants to the Company
and each other Member that; (a) if that Member is an organization, that is
duly organized, validly existing, and in good standing under the law of its
state of organization and that it has full organizational power to execute
and agree to the Agreement and to perform its obligations hereunder; (b)
that the Member is acquiring the Interest for the member's own account as
an investment and without an intent to distribute the Interest; (c) the
Member acknowledges that the Interests have not been registered under
the Securities Act of 1993 or any state securities laws, and may not be
resold or transferred by the Member without appropriate registration of the
availability of an exemption from such requirements.
SECTION 5 MEETINGS WITH MEMBERS
5.1 Annual Meeting. The annual meeting of the Members will be held at
such time and date at such place as shall be designated by the Managers in
the notice of the meeting. The purposes of the meeting need not be
enumerated in the notice.
5.2 Special Meetings. Special meetings of the Members, for any purpose or
purposes, unless otherwise prescribed by statue, may be called by any
Manager or by any Member or Members holding at least 10% of the
Interests. Business transacted at all special meetings shall be confined to
the purposes stated in the notice.
5.3 Place of Meetings. The members may designate any place, either within
or outside the State of North Carolina, as the place of meeting for any
meeting of the Members. If no designation is made or if the meeting is a
special meeting, the place of meeting shall be the principal office of the
Company in the State of North Carolina.
5.4 Notice of Meetings. Written notice stating the place, day, and hour of the
meeting and the purpose or purposes for which the meeting is called shall
be delivered not less than ten (10) nor more than fifty (50) days before the
date of the meeting, either personally or by mail, by or at the direction of
321590V2

the Manager(s) or person calling the meeting, to each Member entitled to
vote at such meeting. If mailed, such notice shall be deemed to be
delivered two calendar days after being deposited in the United States
mail, addressed to the Member at the Membees address as it appears in the
books of the Company, with postage thereon prepaid.
5.5 Meeting of All Members. If all of the Members shall meet at any time
and place, either within or outside of the State of North Carolina, and
consent to the holding of a meeting at such time and place, such meeting
shall be valid without call or notice, and at such meeting any lawful action
may be taken.
5.6 Record Date. For the purpose of determining Members entitled to notice
of or to vote at any meeting of Members (or any adjournment thereof), or
Members entitled to receive payment of any distribution, or in order to
make a determination of Members for any other purpose, the date on
which notice of the meeting is mailed or the date on which the resolution
declaring such distribution is adopted, as the case may be, shall be the
record date for such determination of Members. When a determination of
Members entitled to vote at any meeting of Members has been made as
provided in this Section, such determination shall apply to any
adjournment thereof.
5.7 Quorum. Members holding at least two-thirds in interest of all Interests,
represented in person or by proxy, shall constitute a quorum at any
meeting of Members. In the absence of a quorum at any such meeting, a
majority of the Interest so represented may adjourn the meeting from time
to time for a period not to exceed sixty (60) days without further notice.
However, if at the adjournment a new record date is fined for the
adjourned meeting, a notice of the adjourned meeting shall be given to
each Member of record entitled to vote at the meeting. At such adjourned
meeting at which a quorum shall be present or represented, any business
may be transacted which night have transacted at the meeting as original
noticed. The Members present at a duly organized meeting may continue
to transact business until adjournment, notwithstanding the withdrawal
during such meeting of that number of Interests whose absence would
cause less than a quorum to be present.
5.8 Manner of Acting. If a quorum is present, the affirmative vote of
majority in interest of the Members shall be the act of the Members, unless
the vote of a greater or lesser proportion or number is otherwise required
by the Act, by the Articles of Organization, or by this Agreement. Unless
otherwise expressly provided herein or required under applicable law,
Members who have an interest (economic or otherwise) in the outcome of
any particular matter upon which the Members vote or consent may vote
or consent upon any such matter and their Interest, vote or consent, as the
321590r2

case may be, shall be counted in the determination of whether the requisite
matter was approved by the Members.
5.9 Proxies. At all meetings of Members, a Member may vote in person or by
proxy executed in writing by the Member or by a duly authorized
attorney -in -fact. Such proxy shall be filed with the Manager(s) of the
Company before or at the time of the meeting. No proxy shall be valid
after eleven months from the date of its execution, unless otherwise
provided in the proxy.
5.10 Action by Members Without a Meeting. Action required or permitted to
be taken at a meeting of Members may be taken without a meeting if the
action is evidenced by one or more written consents describing the action
taken, signed by the necessary Members entitled to vote and required to
approve such action and delivered to the Manager(s) of the Company for
inclusion in the minutes or for filing with the Company records. Action
taken under this Section is effective when the Member required to approve
such action have signed the consent, unless the consent specifies a
different effective date. The record date for determining Members entitled
to take action without a meeting shall be the date the first Member signs a
written consent.
5.11 Waiver of Notice. When any notice is required to be given to any
Member, a waiver thereof in writing signed by the person entitled to such
notice, whether before, at, or after the time stated therein, shall be
equivalent to the giving of such notice.
SECTION 6 CAPITAL CONTRIBUTIONS, CAPITAL ACCOUNTS
6.1 Original Capital Contributions. Upon the execution of this Agreement,
the Members agree to contribute to the capital of the Company the original
capital contributions set forth on Exhibit A of this Agreement. In the case
of non -cash contributions, the fair market value of the contributions as
reflected on Exhibit A is agreed to by all Members. Any Members who
were not admitted as Members upon the filing of the Articles of
Organization, shall be admitted upon .their execution of this Agreement.
6.2 Additional Capital Contributions. Additional capital contributions by
the Members shall be required upon the affirmative vote of all of the
Members, based on their interest in the Company. All additional capital
contributions of the Members shall be made in the same proportions as
their Percentage Interests.
6.3 Failure of Member to Make Additional Capital Contributions;
Remedies. If a Member fails to make payment when due of any original
capital contributions as required by Section 6.1 or additional capital
321590v2

contributions as required by Section 6.2, the Company shall be entitled to
exercise one or more of the following remedies:
(a) If any Member fails to make any or all of his additional capital
contribution as required by Section 6.2 within 30 days of the time
such contribution is die, then the remaining Members may make
the additional capital contribution for the non-contributing
Member in such amounts as they may unanimously agree among
themselves. If they .are unable to agree, each Member shall have
the primary right to contribute that portion of the non-contributing
Member's share which the proportion of such Member's Percentage
Interest bears to the Aggregate Percentage Interests of all such
Members, and a secondary right to contribute any remaining
portion of such obligation of the non-contributing Member which
is not contributed by any other Member in the exercise of such
Member's primary right. If there is more than one Member
desiring to exercise secondary rights, they shall be entitled to
contribute the remaining portion of such excess in the same
proportion as stated above with regard to their primary rights. In
the event contributing Member(s) make the required additional
capital contributions of a noncontributing Member, appropriate
adjustments shall be made to the Percentage Interests with
contributing Member, appropriate adjustments shall be made to the
Percentage Interests with respect to Company Net Income (and
with respect to percentage Interests in Net Loss) of Section 7.1 by
decreasing the interest of the non-contributing Member(s) and
increasing the interests of the contributing Member(s) who make
the required additional capital contribution of the non-contributing
Member(s). These increases and decreases in the Percentage
Interests shall result in Percentage Interests in Net Income that are
in the same proportions as the original capital contributions of the
Members as increased by all additional capital contributions.
(b) Upon affirmative vote of a majority of the Members, other than the
non-contributing Member(s), the Company may borrow such sums
as may be necessary to cure any such defaults on such terms,
including rate of interest and maturity, as deemed advisable, in
which case the non-contributing Member(s) shall be liable to the
Company for the amount which he has failed to contribute,
together with he Company's actual expenses incurred in connection
with any such borrowing, including without limitation, interest and
reasonable attorneys' fees.
(c) The right to dissolve and liquidate the Company as provided in
Section 10 below.
321590v2

6.4 Liability of Company. The Company shall indemnify every Member in
respect of payments made and personal liabilities reasonable incurred by
such Member in the ordinary and proper conduct of Company business, or
for the preservation of its business or property, and such payments made
and liabilities incurred by a Member shall be considered a liability of the
Company to such Member other than in such Member's capacity as a
Member and shall not be considered a liability to such Member in respect
to either such Member's capital or profits interest in the Company.
6.5 Capital Accounts. An individual Capital Account shall be maintained for
each member in accordance with the provisions of this Agreement. No
Member shall be entitled to withdraw any part of such Member's Capital
Account or to receive any distribution from the Company, except as
provided in Section 8 and 10 below. No interest shall be paid by the
Company to any Member on any capital contributed to the Company.
SECTION 7 ALLOCATIONS OF NET INCOME AND NET LOSS
7.1 Net income and Net Loss. Except as otherwise provided in this
Agreement, the Net Income and Net Loss of the Company for each fiscal
year of the Company shall be allocated among the Members in proportion
to the Members' Percentage Interests as reflected on Exhibit A.
7.2 Special Allocations. To the extent the Company has imputed interest
income or expense with respect to any loan transaction with a Member,
such interest shall be specially allocated to the Member whom the lending
transaction is with. To the extent practicable, depreciation recapture shall
be specially allocated to the Members to whom the related depreciation
deductions were allowed.
7.3 Allocation Causing Negative Capital Accounts.
(a) Notwithstanding the other provisions of this Agreement, if an
allocation of Net Loss (or item thereof) to a Member would cause
or increase a deficit balance to the Company in the event of the
liquidation of the Company or of his Interest (a 'Restoration
Obligation"), then the allocation shall not be made to such Member.
For purposes of making the determination set forth in the preceding
sentence:
(i) Each Member's Restoration Obligation shall be deemed to
include his proportionate share (as provided in Regulations
Section 1.704-1(b)) of the Company's Minimum Gain (as
hereinafter defined), and any amount which he is
unconditionally required under this Agreement or by law to
contribute to the Company by the later for (A) the end of the
32159OV2

taxable year in which the liquidation of the Company occurs,
or (B) 90 days after the date of liquidation of the Company.
(ii) Each Member's Capital Account balance shall be reduced by
reasonably expected allocations or adjustments of loss (or item
thereof) under Regulation Section 1.704-1(b)(2)(ii)(d)(4) and
(5), and by reasonably expected distributions to the extent not
offset by reasonable expected Capital Account increases, the
value of the Company's assets shall be presumed to be equal to
their adjusted basis for federal income tax purposes.
(b) Except as otherwise provided herein, no Member shall be obligated
to contribute additional capital to the Company in order to restore a
deficit balance in his Capital Account. For purposes of this
Agreement, "Minimum Gain" means with respect to each non -
recourse liability of the Company, the amount of gain (of whatever
character), if any, that would be realized by the Company if it
disposed of (in a taxable transaction) the Company property
subject to such liability in full satisfaction thereof.
(c) Any special allocations of Net Income or gross income under this
Section 7.3 shall be taken into account in computing subsequent
allocations of Net Income and Net Loss so that to the extent
possible the aggregate amounts of Net Income and Net Loss
allocated to each Member will be equal to the aggregate amounts
that would have been allocated to them in the absence of the
unexpected Account Reduction Items or reduction in Company
Minimum Gain.
7.4 Power of 'Manager(s) to Vary Allocations. It is the intent of the
Members that each Member's distributive share of Net Income or Loss
shall be determined and allocated in accordance with the provisions of this
Section 7 to the fullest extent permitted by Code Section 704(b) and the
Regulations thereunder. Therefore, if Company is advised that any
allocation provided in this Section 7 is unlikely to be respected for federal
income tax purposes, the Manager(s) are granted the power to amend the
allocation provisions of this Agreement to the minimum extent necessary
to affect the plan of allocation and distributions provided in this
Agreement.
7.5 Tax Allocations: Code Section 704(c). In accordance with Code Section
704(c), income, gain, loss, and deduction with respect to any property
contributed to the Company shall, solely for tax purposes, be allocated
among the Members so as to take account of any variation between the
adjusted basis of such property to the Company for federal income tax
purposes and its initial fair market value (as used as book value of the
32159M

property by the Company). In the event the book value of any Company
property is adjusted upon_ (1) acquisition of an Interest by any Person in
exchange for a capital contribution, (2) any non -pro rata distribution to
Members of Company property other than cash, or (3) a termination of the
Company for federal income tax purposes, subsequent allocation of
income, gain, loss, and deduction with respect to such asset shall take
account of any variation between the adjusted basis of such asset for
federal income tax purposes and its book value in the saute manner as
under Code Section 704(c) and the Regulations thereunder. Allocations
pursuant to this Section 7.5 are solely for purposes of federal, state, and
local taxes and shall not affect, or in any way be taken into account in
computing any Member's Capital Account or share of Net Income, Net
Losses, other item, or distributions pursuant to any provision of this
Agreement.
7.6 Transfers of Member Interests. In the event a Member transfers or
otherwise disposes of his entire Interest, the Company taxable year shall
close with respect to such Member and such Member shall include taxable
income for his taxable year within which his interest terminates his
distributive share, as determined in this Agreement, of the Company items
of income, gain, loss, deductions, or credits and guaranteed payments
received by him. The Member's distributive share of items described
above may be estimated by determining his pro rata share of the amount of
the items based on the portion of the taxable year that has elapsed prior to
the termination of the interest.
If a Member transfers or otherwise disposes of less than his entire interest
in the Company, the taxable year of the Company shall not close with
respect to such Member, and the distributive share of items which he is
required to include in his taxable income shall be determined by taking
into account his varying interests in the Company during the year in which
the transfer or other disposition occurs.
SECTION 8 DISTRIBUTIONS
Except as provided in Section 10, all distributions to the Members shall be
made in proportion to their Percentage Interests. Distributions can be
made in other proportions if those Members who receive less than their
proportionate share consent to the lesser amount. Subject to the
restrictions in the Act, distributions shall be made in the sole discretion of
the Manager(s).
SECTION 9 TRANSFERS OF INTERESTS
9.1 Transferability of Interests. No Member or Assignee shall at any time
sell, transfer, encumber, give, or otherwise dispose of all or any part of his
Interest except in accordance with the conditions and limitations set out in
32]59ov2

Section 9.2. Any transferee of an Interest by any means shall have only
the rights, powers, and privileges set out in Section 9.3 or otherwise
provided by law and shall not become a Member of the Company except
as provided in Section 9.4.
9.2 Restrictions on Transfers of Interests. All or part of an Interest may be
transferred only with the prior written approval of the sole Manager or a
majority of the Managers, which approval may be granted or denied in the
sole discretion of the Managers. The Managers shall not so consent unless
the proposed transferee shall have furnished the Company with an opinion
of counsel, satisfactory in form and substance to such Managers, that
neither the offering nor the proposed transfer will violate any federal or
applicable state securities laws and that the proposed transfer will not
adversely affect the Company's tax treatment as non-recogized entity or as
a partnership if so elected. For purposes of this Agreement, "transfer"
shall mean sale, exchange, assignment, alienation, disposition, gift,
pledge, hypothecation, encumbrance, or grant of security interest in the
LLC Interest.
9.3 Rights of Transferee. Unless and until admitted as a Member of the
Company in accordance with Section 9.4, the transferee of an Interest
shall not be entitled to any of the rights, powers, or privileges of a
Member, except that the transferee shall be entitled to receive the
distributions and allocations to which the Member would be entitled but
for the transfer of his interest.
9.4 Admission of Transferees as Members. A transferee of an Interest may
be admitted as a Member of the Company upon furnishing to the
Company all of the following:
(a) The written consent of all Members;
(b) The acceptance, in a form satisfactory to majority of the Managers,
of all the terms and conditions of this Agreement; and
(c) Payment of such reasonable expenses as the Company any incur in
connection with his admission as a Member.
9.5 Admission of New Members. New Members of the company may only
be admitted with the unanimous consent of the Members, upon
compliance with all terms specified by the Managers, and upon receipt by
the Company of an opinion of counsel, satisfactory in form and substance
to a majority of the Managers, that neither the offering nor the proposed
sale of the Interest will violate any federal or applicable state securities
laws and that such sale will not adversely affect the Company's tax
treatment as a partnership.
32159M

9.6 Partial Transfers. Transfers of a portion of a Member's Interest shall be
made by the assignment of Units. Upon the assignment of Units,
appropriate adjustments shall be made to the Percentage Interests of the
transferor and transferee, Unless specified otherwise by the transferor, a
proportionate part of the transferor's Capital Account shall be transferred
to the transferee upon the assignment of Units.
SECTION 10 DISSOLUTION AND TERMINATION OF THE COMPANY
10.1 Withdrawal and Retirement. Except as otherwise provided in this
Agreement, no Member shall at any time retire or withdraw from the
Company or withdraw any amount out of his Capital Account. Any
Member retiring or withdrawing in contravention of this Section shall
indemnify, defend, and hold harmless the Company and all other Members
from and against any losses, expenses, judgments, fines, settlements, or
damages suffered by the Company or any such other Member arising out
of or resulting from such retirement or withdrawal. The Interest of any
such wrongfully withdrawing or retiring Member shall continue and such
Member shall be treated as an Assignee.
10.2 Dissolution and Termination. The Company shall be dissolved upon the
happening of any of the following events:
(a) Upon the death, adjudication of insanity or incompetency,
voluntary or involuntary adjudication of bankruptcy, removal,
expulsion, dissolution, liquidation, receivership, or assignment for
the benefit of creditors of any Member (a "Terminating Event"),
unless the Company is continued pursuant to Section. 10.3;
(b) The written consent of all of the Members;
(c) The written consent of the Members owning 85% or more in
interest of the outstanding Interests;
(d) The disposition of all or substantially all of the Company business
and its assets;
(e) The expiration of the term of the Company;
(f) The occurrence of any event which makes it unlawful for the
Company business to be continued, unless such event can be
remedied within a reasonable period of time not to exceed two
years; or
(g) The entry of a decree of judicial dissolution or the issuance of a
certificate for administrative dissolution under the Act.
32159Ov2

10.3 Continuation. Upon the occurrence of a Terminating Event, the business
of the Company may be continued by the consent of a two-thirds majority
in interest of the remaining Members within 90 days after the Terminating
Event. Each Member agrees that, within 60 days after a Terminating
Event, the Member will promptly notify the other members of the
occurrence of the Terminating Event. If the remaining members vote to
continue the business, the provisions of Sections 10.5 and 10.6 shall not
apply and the Interest of the Member with respect to whom the
Terminating Event occurred shall be liquidated for the amount of cash that
would have been distributed with respect to that Interest had the Company
dissolved, sold all of its assets for their fair market value on the date of the
Terminating Event.
10.4 Accounting. In the case of dissolution of the Company, a proper
accounting shall be made of the Capital Account of each Member and the
Net Income or Net Loss of the Company from the close of the preceding
fiscal year shall be determined and allocated among the Members in
accordance with the provision of Section 7. Financial statements
presenting such an accounting, which have been audited by a certified
public accounting firm designated by the Managers, shall be delivered to
all Members, at Company expense, (i) within 90 days after. dissolution of
the Company, or (ii) within 90 days after the assets of the Company have
been distributed to the Members in accordance with the provisions of
Section 10.6, whichever is applicable. The accountants who shall conduct
such audit shall be selected by the Managers who shall promptly notify the
Member(s) of their selection. 1f the Members holding a majority of the
Interests object to the accountants selected, the Managers shall select
another certified public accounting firm of national reputation.
10.5 Winding Up. Upon dissolution of the Company, the Manager(s) (or if
applicable, the Liquidating Trustee appointed under the provisions of
Section 10.7) shall file Articles of Dissolution with the appropriate
authorities, shall wind up the Company's business and affairs, shall
liquidate the assets of the Company, and shall distribute the assets of the
Company in accordance with Section 10.6. Each- Member shall look
solely to the assets of the Company for all distributions, with respect to the
Company and his capital contribution thereto and share of profits, gains,
and losses thereof and shall have no recourse therefore (upon dissolution
or otherwise) against the Manger(s) or any Member. No Member shall
have any right to demand or to receive property other than cash upon
dissolution and liquidation of the Company. The Managers may distribute
assets of the Company in kind to the Members to the extent practicable.
10.6 Allocations and Distributions Upon Liquidation. The Members shall
continue to share Net Income and Net Losses during the period of
liquidation in the manner described in Section 7. The Members shall also
continue to receive distributions during the period of winding up as
provided in Section 8. Any Company property distributed in kind in
32159M

liquidation shall be valued and treated as though such property were sold
and the cash proceeds distributed. The difference between the value of
property distributed in kind and its book value shall be treated as a gain or
loss and allocated to the Members as provided in Section 7. Following the
payment of all debts and liabilities of the Company and the expenses of
liquidation, and subject to the right of Manager(s) to set up such cash
reserves as they may deem reasonably necessary for any contingent or
unforeseen liabilities, the Managers shall distribute any remaining assets
of the Company after giving consideration tot eh foregoing provisions, to
the Members, in accordance with the respective balances in their Capital
Accounts.
10.7 Liquidating Trustee. In the event that the Company is dissolved on
account of the death, insanity, withdrawal, bankruptcy, etc. of the last
remaining Manager pursuant to Section 10.2, and the Members do not
elect to continue the business of the Company, Members holding more
than 50% in interest of the outstanding Interests at the time of such
dissolution shall appoint one of their members or any other person of their
choice to acting as Liquidating Trustee in the liquidation of the Company
which Liquidating Trustee shall have the rights, duties, and obligations
granted under the provisions of Section 10.5.
SECTION 11 MISCELLANEOUS PROVISIONS
11.1 Waiver of Right to Court Decree of Dissolution. The Members agree
that irreparable damage would be done to the goodwill and reputation of
the Company if any Member should bring an action in court to dissolve
this Company. Care has been taken to provide fair and just payments to a
Member whose relation with the Company is terminated for any reason.
Accordingly, each of the parties accepts the provisions under this
Company Agreement as his sole entitlement on termination of the
Company relationship. Each party hereby waives and renounces all rights
to seek a court decree or dissolution, to seek the appointment by a court of
a liquidator for the Company, or to seek a partition of the Property.
11.2 Amendment.
(a) This Agreement may be amended by the Managers without the
consent or approval of the Members:
(i) To preserve the legal status of the Company as a
Limited Liability Company under the Acts or their applicable state or federal
laws, if such amendment does not change the substance, and the Company has
obtained the opinion of its counsel, to that effect.
(ii) Upon advice of the certified public accountants and
counsel for the Company, to amend Section 7 and restate the Capital Accounts of
the Members to comply with the income tax regulations promulgated by the IRS
for Section 704(b) of the Code relating to the allocations of profits and losses
among partners and the administrative and judicial interpretations thereof;
provided, however, that no amendment shall be made pursuant to this subsection
which would cause a material adverse change in the economic benefits tot he
32159W

Mernber(s) without the consent of the Member(s) holding a majority in interest in
the Interests.
(b) This Agreement may be amended only with the unanimous written
consent of the Members:
(i) To increase any required capital contributions of Members,
or to change the method of payment or to accelerate the payment of capital
contributions by the Members, or otherwise to increase the liabilities of the
Members, except as provided herein in the case of a defaulting Member;
(ii) To extend the termination date of the Company; or
(iii) To amend this Section 11.2.
Except as herein provided, this Agreement may not be amended or
modified except with the written consent of the Managers and of the
Members owning 75% in interest of the Interests.
11.3 Arbitration. if any controversy or claim arising out of this Agreement is
not capable of being resolved pursuant to other provisions of this
Agreement, the controversy or claim shall be submitted within thirty (30)
days for arbitration in Wilmington, North Carolina, by a panel of three (3)
arbitrators, unless otherwise agreed to in writing by the parties, in
accordance with the Commercial Arbitration Rules of the American
Arbitration Association and judgment upon the award rendered by the
arbitrator(s) may be entered in any court having competent jurisdiction.
The arbitrators shall be. bound to enforce any applicable statute of
limitations, in accordance with the rules of the American Arbitration
Association, or its successor, then in effect. The Members so affected
agree to make the appointments or elections necessitated by the arbitration
proceedings without delay so as to expedite a final resolution of such
dispute. The costs of arbitration shall be paid as specified in the award.
11.4 Conflicts of Interest. A member or Manager, shall be entitled to enter
into transactions that may be considered to be competitive with, or a
business opportunity that may be beneficial to, the Company, it being
expressly understood that some of the Members may enter into
transactions that are similar to the transactions into which the Company
any enter. Notwithstanding the foregoing, Members shall account to the
Company and hold as trustee for it any property, profit, or benefit derived
by the Member, without the consent of the other Members, in the conduct
and winding up of the Company business or from a use or appropriation
by the Member of Company property including information developed
exclusively for the Company and opportunities expressly offered to the
Company. A Member, including a Managing Member, does not violate a
3215900

duty or obligation to the Company merely because the Member's conduct
finthers the Member's own interest. A Member may lend money to and
transact other business with the Company. The rights and obligations of a
Member who lends money to or transacts business with the Company are
the same as those of a person who is not a Member, subject to other
applicable law. No transaction with the Company shall be voidable solely
because a Member has a direct or indirect interest in the transaction if
either the transaction is fair to the Company or the disinterested Managing
Members or disinterested Members, in either case knowing the material
facts of the transaction and the Member's interest, authorize, approve, or
ratify the transaction.
11.5 Captions. Captions to and headings of articles, sections and paragraphs
of this Agreement are inserted solely for the convenience of the parties,
are not a part of this Agreement and in no way define, limit, extend or
describe the scope of this Agreement or the intent of any of the provisions.
11.6 Counterparts. This Agreement may be executed in multiple
counterparts, each of which shall be deemed an original, though all of
which shall constitute one instrument.
11.7 Entire Agreement. This Agreement constitutes the entire understanding
between the parties with respect to the subject matter. There are not
representations, agreements, or understandings, oral or written, between
the parties relating to the subject matter of this Agreement which are not
expressed in this Agreement, nor does any party, agent or employee have
any authority to make any representations or agreement to vary, alter,
amen, or modify the terms of this Agreement.
11.8 Governing Law. This Agreement shall be governed by and construed and
enforced in accordance with the laws of the State of North Carolina.
11.9 Incorporation by Reference. Every exhibit, schedule, and other
appendix attached to this Agreement and referred to in this Agreement is
incorporated in this Agreement by reference.
11.10 Implementation. The parties to this Agreement agree to execute such
documents and to take such action as Members and Managers as may be
necessary or desirable to carry out the purposes of this Agreement.
11.11 Joint Preparation. The Members agree that this Agreement has been
prepared jointly by the parties and any uncertainty or ambiguity shall not
be interpreted against any party, but according to the application of the
rules of interpretation of contracts.
32t590v2

11.12 Notices. All notices or other communications required or permitted to be
given pursuant to this Agreement shall be in writing and shall be
considered as properly given or made if mailed by first class mail, postage
prepaid, to the address of the Managers as set forth herein and to the
address of each Member as set forth in the records of the Company. Any
Member may change his address by giving notice, in writing, stating his
new address to the Manager, and any Manager may change its address by
giving such notice to all Members.. Notice shall be effective upon deposit
of the same in the mail or upon personal delivery thereof.
11.13 Number and Gender. Whenever required by the context, the singular
number shall include the plural and the masculine or neuter gender shall
include all genders.
11.14 Separability. The provisions of this Agreement are separate and
divisible. In the event that any provision of this Agreement shall be held
invalid, the remaining provisions shall be construed and shall be valid as if
the invalid provisions were not a part of this Agreement.
11.15 Specific Performance. The parties hereby declare that it is impossible to
measure in money the damages which will be suffered by a party hereto or
the personal representative of a decedent by reason of a failure to perform
any of the obligations under this Agreement. Therefore, if any party
hereto or the personal representative of a decedent shall institute any
action or proceeding is brought, hereby waives the . claim or defense
therein that such party or such personal representative has an adequate
remedy at law, and such person shall not urge in any action or proceeding
the claim or defense that such remedy at law exists.
11.16 Successors and Assigns. All of the terms and conditions of this
Agreement shall be binding upon the successors and assigns of the
Members, but shall not insure to the benefit of the successors or assigns of
the Members except as otherwise expressly provided in this Agreement.
11.17 Title and Ownership of Property. The title and ownership of all
property, both real and personal, regardless of the date of acquisition, shall
be vested in the name of and solely for the benefit of the Company, and
not the Members individually.
11.18 Time. Time is of the essence with respect to this Agreement.
32159M

IN WITNESS WHEREOF, the undersigned have executed this Agreement as of
the day and year first above written.
MANAGER:
Rai
By:
13y:
Wiflia,WG. Ragsdale,
Manager
32159M
'kA-V1►K"'V"
Rag
to
By:
With G. Ragsdale,
Manager

RB INDEPENDENCE, LLC
OPERATING AGREEMENT
EXHIBIT A
MEMBER %
TYPE OF PROPERTY
AGREED UPON VALUE
Ragsdale Brothers, LLC
Purchase price of property
100%
described in Exhibit B
$4,275 000
321590r2

RBXNDEPENDENCE,LLC
OPERATING AGREEMENT
EXH)1BXT B
Beginning at an existing iron pipe in the eastern right of way line of Independence
Boulevard Extension, said iron pipe being the northernmost corner of Tract 3 - Holt/Hardee
Division as the same is shown on map recorded at Map Book 36 Page 51 of the New Hanover
County Registry; thence South 29 degrees 46 minutes 20 seconds East a distance of 579.88 feet to
an existing iron pipe; thence South 29 degrees 47 minutes 51 seconds East a distance of 148.62
feet to an existing iron pipe; thence South 63 degrees 56 minutes 39 seconds West a distance of
442.77 feet to an iron pipe set; hence North 49 degrees 02 minutes 24 seconds West a distance of
205.78 feet to an iron pipe set; thence North 00 degrees 10 minutes 49 seconds West a distance of
87.51 feet to an iron pipe set; thence North 49 degrees 02 minutes 24 seconds West a distance of
135.00 feet to an iron pipe set; thence North 37 degrees 54 minutes 33 seconds East a distance of
498.99 feet to an existing iron pipe; thence North 28 degrees 52 minutes 34 seconds West a
distance of 93.78 feet to an existing iron pipe; thence along a curve to the right (radius =
17197.38 feet, arc = 51.47 feet) a chord which bears North 38 degrees 52 minutes 26 seconds
Fast a chord distance of 51.47 feet to the Point of Beginning; containing 5.88 acres, more or less,
and being all of Tract 3 - 5.88 acres (revision) on map entitled Holt/Hardee Division Tract 2 and
Tract 3 (Revision) and recorded at Map Book 37 Page 251 of the New Hanover County Registry.
Together with all appurtenant easement rights created pursuant to the following:
1. Access Easement Agreement recorded in Book 2053, Page 1024, New Hanover County
Registry.
2. Storm Water Easement Agreement recorded in Book 2290, Page 932, New Hanover County
Registry.
3. Reciprocal Access Easement Agreement recorded in Book 2290, Page 921, New Hanover
County Registry.
4. Easement Agreement between City of Wilmington and Food Lion, Inc., recorded in Book
2300, Page 239 New Hanover County Registry.
32i590v2

IssuecI.EW, Page 1 of 1
it Internal Revenue Service �tal
DEPARTMENT OF THE TREASURY DaUy
Federal Tax ID ! EIN
This is your provisional Employer Identification Number:
20-8674790
Today's Date is: March 21, 2007 GMT
You will receive a confirmation letter in U.S. mail within fifteen days.
The letter will also contain useful tax information for your business or organization.
If you have input any of the information on your application in error, please wait
seven days and contact the EIN Toll Free area at 1-800-829-4933, Monday -
Friday, 7:30am - 5:30pm. If you do not want to call, please make corrections on
the letter you receive confirming your EIN and return it to the IRS.
If you are going to complete other on-line applications that require your Employer
Identification Number(EIN) you can copy it by performing the following steps:
1) Use your mouse to highlight your EIN (blue number on top of page) by moving
your pointer on top of the number.
2) Press the Ctrl key at the same time pressing the C key.
Once you copy your EIN you can paste it in the appropriate place by pressing the
Ctrl key at the same time pressing the V key.
You may click on the buttons below for different print options or to fill out another
Form SS-4.
M _ _NI0 vu1� o'r :
Click here to return to the Internet Employer identification Number
landing (start) page.
https://sal.www4.irs.gov/sa—vign/issucEIN.do 3/21/2007

.j 1
UNANIMOUS WRITTEN CONSENT OF
SOLE MEMBER OF
RB INPENDENCE, LLC
TO ACTION IN LIEU OF A FORMAL MEETING
The undersigned, being the sole Member of RB Independence, LLC (the "Company"), does
this day of April, 2007, hereby consent to the following action on behalf of the Company, to
the same effect as if said action were taken at a meeting of the sole Member duly called and held for
such purpose, at which a quorum was present and voting, in which the following resolutions were
adopted:
Purchase of Independence Commons Shopping_ Center
RESOLVED, that the Company is hereby authorized and directed to purchase Independence
Commons Shopping Center ("Property") on the terms and conditions set forth in Purchase
Agreement dated as of March 9, 2007 between RVff -independence Commons, LLC and Ragsdale
Brothers, LLC ("Purchase Agreement") and which Purchase Agreement has been assigned to the
Company by Assignment of Purchase Agreement dated as of March , 2007 from Ragsdale
Brothers, LLC to Company ("Purchase Agreement Assignment"). The Purchase Agreement
Assignment is hereby are hereby adopted and affirmed by the Company in all respects.
Loan from LaSalle Bank National Association
RESOLVED, that the Company is hereby authorized and directed to borrow $3,520,000
("Loan") from LaSalle Bank National Association ("Lender") on the terms and conditions set forth in
Loan Application dated , 2007 with changes acceptable to the sole Manager and the
sole Manager is authorized to sign any and all loan documents related to the Loan ("Loan
Documents") on behalf of the Company, including, without limitation, the following Loan
Documents:
• Promissory Note in the principal amount of $3,520,000 made by Company in favor of Lender
• Deed of Trust, Security Agreement and Fixture Filing made by Company in favor of Lender
and creating a first mortgage on the Property;
• Assignment of Leases and Rents made by Company in favor of Lender
• Hazardous Substances Indemnification Agreement made by Company in favor of Lender;
• UCC Financing Statements naming Company, as Debtor, in favor of Lender, as Secured
Party
• Company's Certification made by Company in favor of Lender;
• Assignment of Management Agreement made by Company in favor of Lender;
321962vl

1 M A
• Manager's Agreement, Subordination and Consent to Assignment from Property Manager;
• Authorization to Wire Funds/Interest Rate Confirmation Letter made by Company
• Loan Disbursement Statement from Company
• Certification of Company executed in favor of Lender
• Authorization to Substitute Pages and Date Documents executed by Company in favor of
Lender
Management Agreement with
RESOLVED, that the Company is hereby authorized and directed to accept an assignment
from RWT-Independence Commons, LLC of a Management Agreement between RWT-
Independence Commons, LLC and for management services related to
Independence Commons Shopping Center on terms and conditions acceptable to the sole Manager.
Tax Deferred Exchange
RESOLVED, that the Company is hereby authorized and directed to take appropriate steps to
accomplish a tax deferred exchange involving Independence Commons Shopping Center as the
replacement property, including, without limitation the signing of documents acceptable to the
Manager to accomplish the tax deferred exchange. Any and all documents related to the tax deferred
exchange previously signed by the sole Manger or sole Manager of the Company are hereby adopted
and affirmed by the Company.
321958A
2

The sole Member hereby executes this Consent in lieu of holding a formal meeting of the sole
Member.
LN
0
321966v1
Ragsdale Brothers, LLC
George Wrenn Ragsdale, Manager
William Gannaway Ragsdale, iv, Manager

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