20070747 Ver 1_Additional Credit Release_20120702

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North 1�1�.®GI`II�
North Carolina Department of Environment and Natural Resources
Division of Water Quality
Beverly Eaves Perdue Charles Wakild P E Dee Freeman
Governor Director Secretary
July 2 2012
Mr Bob Kessler
GreenVest/Flat Swamp LLC
4405 Dewees Ct
Raleigh, NC 27612
DWQ Project # 07 0747
Craven County
Re Flat Swamp Neuse River Riparian Buffer and Nutrient Offset Mitigation Banking
Instrument (MBI)
Flat Swamp Bank Parcel — Additional Credit Release
Dear Mr Kessler
On March 14 2012 Katie Merritt with the Division of Water Quality (DWQ) visited the subject site to
do an overall assessment of how the Flat Swamp Mitigation Bank (Bank) was functioning In addition
Ms Merritt was requested to determine if the addition of approximately 5193 acres would be
appropriate to be added to the existing Bank Upon completion of the site visit Ms Merritt concluded
that the additional 5193 acres could be added to the Bank Ms Merritt required that GreenVest/Flat
Swamp, LLC (GV/FS) revise the original Mitigation Banking Instrument (MBI) to reflect changes made
to the Bank submit a revised Bank Parcel Development Package (BPDP) and submit a revised As Built
Report with a signed As Built survey map showing the exact acreages of Riparian Buffer and Nutrient
Offset mitigation DWQ received a revised BPDP on April 20 2012 a revised As Built Report with
signed As Built survey map on June 4 2012 and a revised MBI on June 15, 2012 DWQ has reviewed
and approved all items listed above and appreciates your continued patience and understanding through
this process Please note that GV/FS is no longer required to receive approval from DWQ prior to every
credit sale however GV/FS is responsible for ensuring that all sales are valid
A total of 80% of the available nutrient offset credits (519,903 31 lb -N) and 80% of the available
riparian buffer credits (708,808 32 ft2) have been released for this site to date for mitigating 285 9 acres
worth of nutrient offset and 20 34 acres worth of Neuse riparian buffer The As Built report submitted
on June 4, 2012 included an additional 49 98 acres worth of nutrient offset and 0 42 acres worth of
Neuse riparian buffer had been mitigated In total the Bank will produce a total of 335 88 acres
(763 455 24 lbs N) of nutrient offset credits and 20 76 acres (723 444 48 ft 2) of Neuse riparian buffer
credits
By copy of this correspondence DWQ confirms the following
• An additional 90,860 88 lbs -N of nutrient offset credits are now available for sale
• An additional 14,636 16 ft2 of Neuse riparian buffer credits are now available for sale
Wetlands Buffers Stormwater Compliance & Permitting Unit
1650 Mad Service Center Raleigh North Carolina 276991650
Location Archdale Bldg 9" Floor 512 N Salisbury St Raleigh NC 27604
Phone [phone] FAX 919 - 807 -6494
Internet http /lportalncdenrorglweblwglswplws /webscape
An Equal Opportunity 1 Affirmative Action Employer
NorthCarohna
Naturally

GreenVest/Flat Swamp LLC
Page 2 of 2
July 2 2012
Please note that credits generated at this site must be used for impacts in HUC 03020202 of the
Neuse River Basin
As always please copy DWQ on all correspondence related to credit sales, referencing the DWQ protect
number associated with the impacts for which credits are being purchased as compensatory mitigation
Please feel free to contact Katie Merritt at [phone] if you have any questions regarding this
correspondence
Sincerely, <
0 " A 0 /VI
1j"lo'k" vll"-�
Karen Higgins, Supervisor
Wetlands, Buffers, Stormwater Compliance and
Permitting Unit
KAH/kym
cc
File Copy Katie Merritt

FLAT SWAMP NEUSE RIVER RIPARIAN BUFFER AND NUTRIENT
OFFSET MITIGATION BANKING INSTRUMENT
I PREAMBLE
This Mitigation Banking Instrument is for the establishment use
operation and maintenance of the Flat Swamp Neuse Buffer and Nutrient
Offset Mitigation Bank (Bank) and is made and entered into by and among
GreenVest/Flat Swamp L L C (GV/FS) and the North Carolina Department
of Environment and Natural Resources Division of Water Quality (DWQ)
GreenVest Flat Swamp LLC owns fee simple title to the three hundred and
eighty six (386) acre tract (the Property ) in Craven County North
Carolina within the Neuse River Basin upon which the Bank will be
established
The purpose of the Bank is (a) to improve water quality through the
restoration of forested riparian buffers within the Neuse River Basin in the
State of North Carolina United States Geological Survey (USGS) including
Hydrologic Unit Code (HUC) 03020202 The goal of improving water
quality will be achieved by (1) restoring agricultural fields to riparian buffer
dedicated to Neuse Nutrient Offset Credits and Neuse Buffer Credits The
objective of this document is to establish Nutrient Offset Credits (NOCs)
and Neuse Buffer Credits (RBCs) to provide mitigation to third parties
public or private within the Neuse River Basin and/or to sell resulting
credits to third parties public or private
II AUTHORITY
The Bank will be used to provide Nutrient Offset and Neuse River buffer
mitigation in accordance with the requirements of 15A NCAC 2B 0234
(Wastewater Discharge Requirements) 15A NCAC 2B 0235 (Basmwide
Stormwater Requirements) 15A NCAC 2H 0506(h) (NC Stream Wetland
and Buffer Mitigation) 15A NCAC 2B 0233 (Meuse Buffer Rule) 2B
0240 (Nutrient Offset Payments) under such authority as established in SL
2007 438 and any amendments thereto All activities will be consistent with
rules adopted by the Environmental Management Commission and all other
applicable authorities
Pagel

III ESTABLISHMENT OF BANK PARCEL(S)
A Portions of the Property aforementioned hereinafter referred to as the Bank
Parcel' will be subject to a conservation easement or restrictive covenant as
described in Section III E ( "Parcel ") included in the BPDP The Bank
Parcel Development Package (BPDP) contains detailed information
concerning site location existing conditions proposed restoration activities
monitoring and maintenance plans financial assurances (III(D)) and
associated mitigation potential (including credit generation service area and
accounting as appropriate for each regulatory authority cited above)
B GV/FS agrees to perform all necessary work in accordance with the
provisions of this Banking Instrument to establish and/or maintain riparian
buffer and nutrient offset buffer until it is demonstrated to the satisfaction of
the DWQ that the Bank Parcel complies with all conditions contained
herein or until all credits are sold whichever is later
C GV/FS will obtain all appropriate environmental documentation permits or
other authorizations needed to establish and maintain the Bank This
Banking Instrument does not qualify or substitute for such authorization
D Financial Assurance Requirements Following approval of the BPDP
GreenVest/Flat Swamp LLC shall provide a Performance Bond Letter of
Credit or other form of financial assurance acceptable to DWQ from a
surety that is rated no less than an "A " as rated by A M Best The Financial
Assurance amount shall be one hundred and twenty five percent (125 %) the
estimated cost for implementation of the restoration plan included in the
BPDP but no less than one hundred thousand dollars ($100,000 00) After
completion of the construction a Monitoring Bond will be substituted for
the initial assurance vehicle The Penal Sum of said Monitoring Bond shall
be for two times the estimated cost to implement the monitoring and
maintenance plan but no less than one hundred thousand dollars
($100 000 00) in amount The Monitoring Bond shall be in effect for a
period of five (5) years
E Real Estate Provisions Prior to the certification of any credits GV/FS shall
record a permanent conservation easement(s) or record restrictive covenants
to the deed(s) on all Bank Parcels to provide protection to the restored
riparian buffer from activities that would impair its ability to provide
nutrient abatement to waters of the Neuse River Basin The form of the
conservation easement or restrictive covenants shall be consistent with the
standards employed by the State of North Carolina in the protection of
restored riparian buffers and shall be approved by the DWQ prior to the
certification of any credits GV/FS shall not grant additional easements right
of way or any other property interest in or to the project areas without the
written consent of the DWQ or its designee In the case of a conservation
easement GV/FS will hold the easement until all credits are released
from the Bank Parcel At the conclusion of Bank activities the conservation
easement(s) may be permanently transferred to a DWQ approved land trust
Page 12

and /or vegetative planting
D Monitoring Reports GV/FS shall submit to the DWQ an annual monitoring
report no later than December 31 each year for five (5) years after the first full
growing season describing the conditions of each Bank Parcel and relating
those conditions to the success criteria Reports will be submitted annually and
shall contain the following
1 A U S Geological Survey map showing location of the Bank,
2 A detailed narrative summarizing the condition of the Bank and all
regular maintenance activities
3 Appropriate topographic maps showing location of sampling plots
permanent photo points location of transects etc
4 Monitoring data including specific vegetative counts and photographs
and
5 A copy of the Bank credit/debit ledger
E Contingency Plans/Remedial Actions In the event the Bank fails to achieve the
success criteria described in this instrument GV/FS shall develop necessary
contingency plans and implement appropriate remedial actions for the Bank in
coordination with the DWQ or designee If the DWQ determines that the Bank
is operating at a deficit (i e GV/FS is selling or transferring credits not yet
available), the sale /transfer of credits will immediately cease and the DWQ, in
consultation with GV/FS will determine what remedial actions are necessary to
correct the situation
V OPERATION OF BANK
A Nutrient (nitrogen (N)) Abatement of Restored Riparian Buffer
GV/FS and DWQ agree that the pounds of nitrogen offset per acre of
restored riparian buffer shall be two thousand two hundred and
seventy three point zero two (2 273 02 lbs N /acre) as established by
the DWQ and applied to existing riparian buffer based nutrient
abatement sites across the State of North Carolina
If additional parcels ared added to the bank in the future GV/FS and
DWQ further agree that the amount of nitrogen offset per acre shall be
determined at the time of approval of individual Bank Parcel
Development Packages per DWQ policy at that time, with the
approved amount not changing during the development and credit
release schedule of each parcel
Riparian Buffer GV/FS and DWQ agree that the credit ratio shall be
a 1 1 for every acre of Riparian Buffer restored
Page 14

or non profit group to be held in perpetuity Please refer to the BPDP for a
sample conservation easement
F As Built Reports GV/FS agrees to submit an as built report for each Bank
Parcel within thirty (30) days after completing the establishment of the
project The as built report will describe in detail any deviation from the
BPDP In addition the as built report will document finished grades and
surface and groundwater elevations, as appropriate
IV MAINTENANCE AND MONITORING OF BANK PARCEL(S)
A Maintenance Provisions GV/FS agrees to perform all necessary work to
maintain the Parcel(s) consistent with the maintenance criteria established in
this instrument GV/FS shall continue with such maintenance activities until all
credits are sold or the maintenance and monitoring provisions are completed to
the satisfaction of DWQ Deviation from the approved BPDP is subject to
review and written approval by DWQ or its designee
B Monitoring Provisions GV/FS agrees to perform all necessary work to monitor
the Bank to demonstrate compliance with the Success Criteria established in
this Banking Instrument specific to the conditions of the attached BPDP
C Vegetative Success Criteria Vegetative Success Criteria will be based upon the
density and growth of character tree species 'Character Trees are defined as
planted or volunteer species identified from a survey of local vegetation on less
degraded sections of the specified reference site and from reference literature
that details native species A list of Character Tree species for this project is
detailed in a planting plan and planting schedule within the BPDP Vegetative
Success Criteria will be based upon guidelines set forth in the Guidelines for
Riparian Buffer Restoration prepared by the North Carolina Ecosystem
Enhancement Program (or subsequent updated versions of this Guidance in
place at the date of acceptance of a BPDP) Success is defined as the survival of
an average density of three hundred and twenty (320) Character Trees per acre
Planted species must account for a minimum of thirty percent (30 %) of the
above densities If vegetative success criteria are not achieved based on acreage
density calculations from combined monitoring plots over the entire restoration
area supplemental planting may be performed with tree species approved by
DWQ Supplemental planting may be performed as needed until vegetative
success criteria are met No quantitative measurements of herb assemblages will
be required to meet the vegetative success criteria The quantity of monitoring
plots will be determined in accordance with The Carolina Vegetative Sampling
Protocol (Levels I & II) such that no more than two percent (2 %) of any one
Parcel is encompassed in monitoring plots (see BPDP) Visual estimates of the
percent cover of herbaceous species and photographic evidence will be reported
for informational purposes Visual observation of streambank stability will also
be made Areas of significant bank erosion will be repaired through matting
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B Establishment and Release of Credits Upon submittal of all
appropriate documentation by GV/FS and subsequent approval by
DWQ or its designee and unless sooner approved by DWQ it is
agreed that the mitigation credits associated with this Bank will
become available for sale to a third party in accordance with the
following schedule
Table I — Buffer Credit Release Schedule
Task
Project Milestone
/o Credit
Available
or Sale
1
Mitigation Banking Instrument signed BPDP Approved
Conservation Easement or Restrictive Covenants Recorded
and Performance Bond Purchased
20
Mitigation Site Earthwork Planting and Installation of
Monitoring Devices Completed
20
Approval of As Built Report and Monitoring Bond Purchased
10
Submit Monitoring Report #1 to DWQ (meets success criteria)
10
Submit Monitoring Report #2 to DWQ (meets success criteria)
10
Submit Monitoring Report #3 to DWQ (meets success criteria)
10
Submit Monitoring Report #4 to DWQ (meets success criteria)
10
Submit Monitoring Report #5 to DWQ (meets success criteria)
10
Total
00%
C Protects Eligible to Use the Bank Protects eligible for utilization
of the credits are those requiring authorization under the
requirements of 15A NCAC 2B 0233 (Meuse Buffer Rule) 15A
NCAC 2B 0234 (Wastewater Discharge Requirements) 15A
NCAC 2B 0235 (Basinwide Stormwater Requirements) and
NCAC 2B 0242 (Mitigation Program for Protection and
Maintenance of Existing Riparian Buffer) 15A NCAC 2H
0506(h) (NC Stream Wetland and Buffer Mitigation) 15A
NCAC 2B 0240 (Nutrient Offset Payments) under such authority
as established in SL 2007 438 and any amendments thereto
provided such use has met all applicable requirements and is
authorized by the appropriate authority and any others as deemed
appropriate by DWQ
D Available mitigation credits (credits that have been released by
DWQ but not sold by the Sponsor) that are generated within the
DWQ riparian buffer as defined by 15A NCAC 02B 0233 and
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per 15A NCAC 02B 0242 can be converted and transferred from
Riparian Buffer Credits to Nutrient Offset Credits and from
Nutrient Offset Credits to Riparian Buffer Credits Available
Nutrient Offset Credits that are generated outside of the DWQ
riparian buffer cannot be converted or transferred to Riparian
Buffer Credits
E The Bank Sponsor shall maintain three credit ledgers if applicable for each
Bank Parcel under this Instrument one accounting for buffer mitigation
credits in square feet one accounting for nitrogen offset credits in pounds
and one accounting for phosphorus offset credits in pounds
F Each credit ledger shall be submitted on a separate 8 %2m X 11 in spreadsheet
with legible font style and font size At a minimum and unless otherwise
requested by DWQ credit ledgers shall contain the following information
Bank Details listed in a header (1) name of the approved banking
instrument as it appears on the instrument document (2) sponsor
name (3) bank parcel name as it appears on the BPDP (4) DWQ
project number for the BPDP, (5) date the ledger was last updated
(6) total credits released to date
2 Credit Details Table with the following for each credit sale (1) date
of credit sale (2) purchaser name (3) project name and
corresponding HUC (4) name of local government (4) credits
released by DWQ to the Bank listed in pounds for Nutrient Offset
Credits and in square feet for Riparian Buffer Credits (5) credits
debited/sold from bank listed in pounds for Nutrient Offset Credits
and in square feet for Riparian Buffer Credits (6) available credits
listed in pounds and acres for Nutrient Offset Credits and to square
feet and acres for Riparian Buffer Credits (7) local government
requiring offset credits
G All credit and debit transactions for each Bank Parcel under this Instrument
shall be accurately depicted in the credit ledgers DWQ shall be notified of
each credit sale or credit transfer within thirty (30) calendar days by
electronically submitting an updated credit ledger to DWQ At a minimum
DWQ shall receive a hard copy of updated credit ledgers twice a year
Notification of all credit sales shall be provided to DWQ until all credits that
have been released have been sold
H All credit sales will include a Mitigation Credit Receipt ( Receipt ) that will
include at a minimum the following information
3 Bank Details (1) sponsor Name (2) name of the approved banking
instrument as it appears on the instrument document (3) bank parcel
name as it appears on the BPDP (4) DWQ project number for the
BPDP
Page 16

4 Credit Details (1) date of receipt (2) identify if full or partial
payment (3 — when applicable) amount of nitrogen credits
purchased in pounds and confirmation from the local government of
the amount required (4 — when applicable) amount of phosphorous
credits purchased in pounds and confirmation from the local
government of the amount required and (5 — when applicable)
amount of Riparian Buffer Credits purchased in square feet and the
confirmation from DWQ or the local government of the amount
required
5 Project Details (1) protect name as it appears on DWQ or local
government permits and/or certifications (2) 8 digit HUC (or the
sub watershed if for the Jordan Lake Nutrient Strategy) (3) river
basin (4) nutrient strategy applicable to the project (5 — when
applicable) local government requiring Nutrient Offset Credits or
Riparian Buffer Credits for this project
I If the DWQ determines that the Bank is operating at a deficit (e g the
Sponsor is closing on sales and /or transferring credit that is not available)
the sale /transfer of credits will immediately cease and the DWQ in
consultation with the Sponsor will determine what remedial actions are
necessary
VI OTHER PROVISIONS
A GV/FS will allow or otherwise provide for access to the Parcel(s) by the
DWQ or other parties authorized by the DWQ as necessary for the purpose
of inspection and compliance with the terms and conditions of this Banking
Instrument and the conservation easement or restrictive covenants
Inspecting parties shall provide reasonable notice of not less than twenty
four (24) hours to GV/FS prior to inspection of Bank
B Force Majeure GV/FS will not be responsible for Bank failure that is
attributed to natural catastrophes such as flood drought disease regional
pest infestation etc that are beyond the control of GV/FS DWQ must
concur in writing that a force majeure event has occurred If such an event
occurs before the final sale of all credits the GV/FS shall take remedial
action to restore the property to its condition prior to this event in a manner
sufficient to provide adequate mitigation to cover credits that were sold prior
to the occurrence of the event Such remedial action shall be taken by the
GV/FS only to the extent necessary and appropriate as determined by DWQ
in order to offset authorized impacts to buffers or to satisfy nutrient offset
Page 17

buy down requirements imposed during land development activities and
satisfied through payment into the Flat Swamp Bank
C Validity Modification and Termination of the Banking Instrument This
Banking Instrument will become valid on the date of the last party s
signature This Banking Instrument may be amended or modified only with
the written approval of all signatory parties
D Specific Language of Banking Instrument Shall Be Controlling To the extent
that specific language in this document changes modifies or deletes terms
and conditions contained in those documents that are incorporated into the
Banking Instrument by reference and that are not legally binding the
specific language within the Banking Instrument shall be controlling
E Dispute Resolution Any disputes between the Bank Sponsor and the DWQ
regarding the attainment of success criteria and release of credits from a
specific site and appropriate monitoring maintenance and /or remedial onsite
activities shall first be addressed among the field staff of DWQ and GV/FS
field personnel and then if not settled raised to the level of the individual
signatories to the Banking Instrument or their designees
Notices Unless otherwise provided herein all notices and other
communications which may be or are required to be given or made by any
party to the other in connection herewith shall be in writing and shall be
deemed to have been properly given and received on the date delivered in
person or deposited in the United States mail registered or certified return
receipt requested to the addresses setut below or at such other addresses as
specified by written notice delivered in accordance herewith
If to GV/FS 4405 DeWees Court
Raleigh NC 27612
If to DWQ NC Division of Water Quality— Wetlands & Stormwater Branch
Attn Nutrient Offset Program Coordinator
1650 Mail Service Center
Raleigh, NC 27699 1650
Page 18

H Entire Agreement This Agreement constitutes the sole and entire agreement
among the parties hereto and no modification of this Agreement shall be binding
unless in writing and signed by all parties hereto
Applicable Law This Agreement shall be construed under the laws of the State
of North Carolina
SPONSOR NAME
By GreenVest/Flat Swamp LLC
June 13 2012
Name Douglas Lashley
Title Managing Member
Date
North Carolina Department of Environment
and Natural Resources Division of Water
Quality
By G14 /W
Name l����rl�,� WIwij
Title P/ f-t,4 r, 0 K)9
Date 102'% / �,
Page 19