20110896 Ver 1_Approval Letter_20120821

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NC®ENR
North Carolina Department of Environment and Natural Resources
Division of Water Quality
Beverly Eaves Perdue Chuck Wakild, P.E.
Governor Director
August 21, 2012
Orton Plantation Holdings, LLC
17t" Floor, 1251 Avenue of the Americas
NY, NY 10020
Re: Orton Plantation
Brunswick County
DWQ #20110896; USACE Action ID. No. SAW -2011 -00624
Ut to Orton Creek [030617- 18 -86 -C, SW]
APPROVAL of 401 Water Quality Certification with Additional Conditions
AFTER - THE -FACT - REVISED
Dear Sir or Madam:
Dee Freeman
Secretary
Attached hereto is a copy of Certification No. 3933 issued to Orton Plantation Holdings, LLC,
dated August 21, 2012. This Certification replaces the Certification issued on July 13, 2012.
In addition, you should get any other federal, state or local permits before you go ahead with
your project including (but not limited to) Solid Waste, Sediment and Erosion Control,
Stormwater, Dam Safety, Non - discharge and Water Supply Watershed regulations.
If we can be of further assistance, do not hesitate to contact us.
Sincerely, ,
VaJ'_U"C
harles Wakild, P.E.
C W /kah/ym
Attachments: Certificate of Completion
NCDWQ 401 WQC Summary of Permanent Impacts and Mitigation Requirements
cc: Jeff
EPA, Sam Nunn Federal Center, 61 Forsyth Street SW, Atlanta, GA 30303
Emily Hughes, USACE Wilmington Regulatory Field Office
Chad Coburn, DWQ Wilmington Regional Office
DLR, Wilmington Regional Office
File Copy
Kim Williams, LMG, Inc., P.O. Box 2522, Wilmington, NC 28402
Filename- 11 08960rtonPlantation (Brunswick)401_IC_Revised
A`etlancs, Buffers, Stanvater CamPhance and Permitting Unit (WeBSCaPe)
1u50 Nlad Semce :;enter. Raleigh, North Carolina 27699 -1650
Phone 919 - 307- 6300'FAX [phone]
intemet http r ?portal ncdenrorg,vieblwgi�vs
An Equal Opportunity ; Affirmative Action Employee

('age 12
Orton Plantation Holdings, LLC
August 21, 2012
NORTH CAROLINA 401 WATER QUALITY CERTIFICATION
THIS CERTIFICATION is issued in conformity with the requirements of Section 401 Public
Laws 92 -500 and 95 -217 of the United States and subject to the North Carolina Division of
Water Quality (the "Division ") Regulations in 15 NCAC 2H, Section .0500, to Orton Plantation
Holdings, LLC, who have After - the -Fact permission to fill or otherwise impact 286.47 acres of
404 /wetlands (2.41 acres of 404 /wetland freshwater permanent impact and 0.16 acres
404 /wetland coastal wetland permanent impact, and 283.9 acres of temporary remaining rice
field impacts), to rehabilitate the historic extent of the Orton Plantation rice fields at the site,
which is located along the east side of Plantation Road SE, off NC Highway 133, northeast of the
City of Southport, Brunswick County, North Carolina, pursuant to an application dated October
5, 2011, and received by the Division on May 16, 2012, with additional information received on
November 23, 2011, May 14, 2012, June 29, 2012, July 12, 2012, and August 6, 2012, and by
Public Notice issued by the USACE on October 5, 2011, and received by the DWQ on October
5, 2011.
The application and supporting documentation provides adequate assurance that the proposed
work will not result in a violation of applicable Water Quality Standards and discharge
guidelines. Therefore, the State of North Carolina certifies that this activity will not violate the
applicable portions of Sections 301, 302, 303, 306, 307 of PL 92 -500 and PL 95 -217 if
conducted in accordance with the application, the supporting documentation, and conditions
hereinafter set forth.
This approval is for the purpose and design submitted in the application materials and as
described in the Public Notice. If the project is changed, prior to notification a new application
for a new Certification is required. If the property is sold, the new owner must be given a copy of
the Certification and approval letter and is thereby responsible for complying with all conditions
of this Certification. Any new owner must notify the Division and request the Certification be
issued in their name. Should wetland or stream fill be requested in the future, additional
compensatory mitigation may be required as described in 15A NCAC 2H .0506 (h) (6) and (7).
If any plan revisions from the approved site plan result in a change in stream or wetland impact
or an increase in impervious surfaces, the DWQ shall be notified in writing and a new
application for 401 Certification may be required. For this approval to be valid, compliance with
the conditions listed below is required.
Conditions of Certification:
1. Impacts Approved
The following impacts are hereby approved as long as all of the other specific and general
conditions of this Certification (or Isolated Wetland Permit) are met. No other impacts to
wetlands, streams, and /or buffers, are approved including incidental impacts:
Type of Wetland I Amount Approved Units Plan Location or Reference

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Orton Plantation Holdings, LLC
August 21, 2012
404 /Wetlands
286.47 [(acres) of 404 /wetland (2.41
Application and Public Notice
acres of 404 /wetland freshwater
and email with maps CO -1, Rice
permanent impact and 0.16 acres
Field Exclusion Area, and Figure
404 /wetland coastal wetland
7 — Proposed Repair Areas and
permanent impact, and 283.9 acres of
Field Access Points received
temporary remaining rice field
7/12/2012
Sediment and Erosion Control:
2. Erosion and sediment control practices must be in full compliance with all specifications
governing the proper design, installation and operation and maintenance of such Best
Management Practices in order to protect surface waters standards:
a. The erosion and sediment control measures for the project must be designed,
installed, operated, and maintained in accordance with the most recent version of the
North Carolina Sediment and Erosion Control Planning and Design Manual.
b. The design, installation, operation, and maintenance of the sediment and erosion
control measures must be such that they equal, or exceed, the requirements specified
in the most recent version of the North Carolina Sediment and Erosion Control
Manual. The devices shall be maintained on all construction sites, borrow sites, and
waste pile (spoil) projects, including contractor -owned or leased borrow pits
associated with the project.
c. Sufficient materials required for stabilization and /or repair of erosion control
measures and stormwater routing and treatment shall be on site at all times.
3. No waste, spoil, solids, or fill of any kind shall occur in wetlands, waters, or riparian areas
beyond the footprint of the impacts depicted in the 404/401 Permit Application. All
construction activities, including the design, installation, operation, and maintenance of
sediment and erosion control Best Management Practices, shall be performed so that no
violations of state water quality standards, statutes, or rules occur;
4. Sediment and erosion control measures shall not be placed in wetlands or waters without
prior approval from the Division. If placement of sediment and erosion control devices in
wetlands and waters is unavoidable, design and placement of temporary erosion control
measures shall not be conducted in a manner that may result in dis- equilibrium of wetlands
or stream beds or banks, adjacent to or upstream and down stream of the above structures.
All sediment and erosion control devices shall be removed and the natural grade restored
within two (2) months of the date that the Division of Land Resources or locally delegated
ro rates has- released -the- ro ect; - --
p - -g- p 3 - - - -- -
Wetland Demarcation - As per the CAMA Permit, "The alignment of the permitted
bulkhead shall be staked by the permittee and approved on site by a Division of Coastal
Management representative prior to initiation of construction." DWQ will rely on this
DCM inspection for the salt marsh/river impacts. With respect to the freshwater wetland

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Orton Plantation Holdings, LLC
August 21, 2012
fill, DWQ will explicitly allow staking with flagging since there will be additional work
in the wetlands to prepare them for rice planting.
Continuing Compliance:
6. Orton Plantation Holdings, LLC shall conduct construction activities in a manner
consistent with State water quality standards (including any requirements resulting from
compliance with section 303(d) of the Clean Water Act) and any other appropriate
requirements of State law and federal law. If the Division determines that such standards
or laws are not being met (including the failure to sustain a designated or achieved use) or
that State or federal law is being violated, or that further conditions are necessary to
assure compliance, the Division may reevaluate and modify this Certification to include
conditions appropriate to assure compliance with such standards and requirements in
accordance with 15A NCAC 2H.0507(d). Before modifying the Certification, the
Division shall notify Orton Plantation Holdings, LLC, and the US Army Corps of
Engineers, provide public notice in accordance with 15A NCAC 2H.0503 and provide
opportunity for public hearing in accordance with 15A NCAC 2H.0504. Any new or
revised conditions shall be provided to Orton Plantation Holdings, LLC in writing, shall
be provided to the United States Army Corps of Engineers for reference in any Permit
issued pursuant to Section 404 of the Clean Water Act, and shall also become conditions
of the 404 Permit for the project;
7. Construction Stormwater Permit NCGO 10000
The proposed project has been determined by the Division of Land Resources (DLR) to
be exempt from the provisions of the Sedimentation Pollution Control Act. If an Erosion
and Sedimentation Control Plan (Plan) is required by Division of Land Resources (DLR)
for this project, an NPDES General stormwater permit (NCGO10000) administered by
DWQ is also required. Upon the approval of a Plan, the NCGO10000 is automatically
issued. The General Permit allows stormwater to be discharged during land disturbing
construction activities as stipulated by conditions in the permit. If your project is
covered by this permit, full compliance with permit conditions including the
sedimentation control plan, self - monitoring, record keeping and reporting requirements
are required. A copy of this permit and monitoring report forms may be found at:
http: / /portal.ncdenr.org /c /document library /Pet file ?uuid= dl5e7ee8- cb50- 443f -9dcf-
049b001337ac &grou1)Id =38364 ;
8. Miti ag tion:
Mitigation must be provided for the proposed impacts as specified in the table below. We
understand that you wish to make a payment to the Stream Restoration Fund administered
by the NC Ecosystem Enhancement Program (EEP) to meet this mitigation requirement.
This has been determined by the DIVISION to be a suitable method to meet the mitigation
requirement. Until the EEP receives and clears your check (made payable to: DENR
— Ecosystem Enhancement Program Office), no impacts specified in this

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Orton Plantation Holdings, LLC
August 21, 2012
Authorization Certificate shall occur. The EEP should be contacted at (919) 716 -1921
if you have any questions concerning payment into a restoration fund. You have 60 days
from the date of this approval to make this payment. For accounting purposes, this
Authorization Certificate authorizes payment into the Stream Restoration Fund to
meet the following compensatory mitigation requirement:
Type of Impact
Compensatory Mitigation Required
River and Sub -basin Number
404 /Wetlands
2.41 (acres) — freshwater wetlands
Cape Fear03O30005
404 /Wetlands
0.16 (acres) — coastal wetlands
Cape Fear03O30005
Re- opener Clause
9. Orton Plantation Holdings, LLC, and its authorized agents shall conduct its activities in a
manner consistent with State water quality standards (including any requirements resulting
from compliance with section 303(d) of the Clean Water Act) and any other appropriate
requirements of State law and federal law. Orton Plantation Holdings, LLC, shall require
its contractors (and /or agents) to comply with all of the terms of this Certification, and
shall provide each of its contractors (and /or agents) a copy of this Certification. A copy of
this Certification shall be included in the construction contract and available on the job
site at all times. If DWQ determines that such standards or laws are not being met
(including the failure to sustain a designated or achieved use) or that State or federal law is
being violated, or that further conditions are necessary to assure compliance, DWQ may
reevaluate and modify this certification to include conditions appropriate to assure
compliance with such standards and requirements in accordance with 15A NCAC
02H.0507(d). , Before modifying the certification, DWQ shall notify Orton Plantation
Holdings, LLC, and the US Army Corps of Engineers, provide public notice in
accordance with 15A NCAC 02H.0503 and provide opportunity for public hearing in
accordance with 15A NCAC 02H.0504. Any new or revised conditions shall be provided
to Orton Plantation Holdings, LLC, in writing, shall be provided to the United States
Army Corps of Engineers for reference in any permit issued pursuant to Section 404 of the
Clean Water Act, and shall also become conditions of the 404 Permit for the project.
10. Please be aware that by having impacted waters without first applying for and securing the
issuance of a 401 Water Quality Certification, you have violated Title 15A of the North
Carolina Administrative Code (NCAC) 2H .0500. Title 15A NCAC 2H .0500 requires
certifications pursuant to Section 401 of the Clean Water Act whenever construction or
operation of facilities will result in a discharge into navigable waters, including wetlands,
as described in 33 Code of Federal Regulations (CFR) Part 323. It also states any person
desiring issuance of the State certification or coverage under a general certification
required by Section 401 of the Federal Water Pollution Control Act shall file with the
Director of the North Carolina Division of Water Quality. Pursuant to G.S. 143- 215.6A,
these violations and any future violations are subject to a civil penalty assessment of
up to a maximum of $25,000.00 per day for each violation.

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Orton Plantation Holdings, LLC
August 21, 2012
11. Certificate of Completion
Upon completion of all work approved within the 401 Water Quality Certification or
applicable Buffer Rules, and any subsequent modifications, the applicant is required to
return the attached certificate of completion to the Wetlands, Buffers, Stormwater,
Compliance and Permitting Unit (WeBSCaPe), North Carolina Division of Water
Quality, 1650 Mail Service Center, Raleigh, NC, 27699 -1650.
Also, this approval to proceed with your proposed impacts or to conduct impacts to waters
as depicted in your application shall expire upon expiration of the 404 or CAMA Permit.
If this Certification is unacceptable to you, you have the right to an adjudicatory hearing upon
written request within sixty (60) days following receipt of this Certification. 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, 6714 Mail Service Center,
Raleigh, N.C. 27699 -6714. If modifications are made to an original Certification, you have the
right to an adjudicatory hearing on the modifications upon written request within sixty (60) days
following receipt of the Certification. Unless such demands are made, this Certification shall be
final and binding.
3933
C W /kah/ijm
This the 21 S` day of August 2012
DIVISION OF WATER QUALITY
Charles Wakild, P.

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NCDENR
North Carolina Department of Environment and Natural Resources
Division of Water Quality
Beverly Eaves Perdue Chuck Wakild, RE Dee Freeman
Governor Director Secretary
North Carolina Division of Water Quality
401 Water Quality Certification
Summary of Permitted Impacts and Mitigation Requirements
In accordance with 15A NCAC 2H.0500, Mr. Peter Talty and Orton Plantation Holdings, LLC, have After- the -Fact
permission to fill or otherwise impact 286.47 acres of 404 /wetlands (2.41 acres of 404 /wetland freshwater
permanent impact and 0.16 acres 404 /wetland coastal wetland permanent impact, and 283.9 acres of temporary
remaining rice field impacts), to rehabilitate the historic extent of the Orton Plantation rice fields at the site, which is
located along the east side of Plantation Road SE, off NC Highway 133, northeast of the City of Southport,
Brunswick County, North Carolina. All activities associated with these authorized impacts must be conducted with
the conditions listed in the attached Permit transmittal letter. THIS CERTIFICATION IS NOT VALID WITHOUT
THE ATTACHMENTS.
COMPENSATORY MITIGATION REQUIREMENTS, ECOSYSTEM ENHANCEMENT PROGRAM
EEP Project Name:
Orton Plantation
DWQ PROJECT #:
20110896
LOCATION:
Near Southport
COUNTY
Brunswick
BASIN/ SUB BASIN
Cape Fear /03030005
As required by 15A NCAC 2H.0500, and the conditions of this Certification, you are required to compensate for the
above mitigable impacts through the restoration, creation, enhancement or preservation of wetlands, surface waters
and riparian buffers as outlined below prior to conducting any activities that impact or degrade the waters of the
state.
Note: Acreage requirements proposed to be mitigated through the Ecosystem Enhancement Program must be
rounded to one - quarter acre increments and linear foot requirements must be rounded up to the nearest foot
according to 15 2R.0503(b).
Impacts
Mitigation
2.41 Acres Of Freshwater 404 Wetlands
2.41 Acres Of Freshwater 404 Wetlands
0.16 Acres Of Coastal 404 Wetlands
0.16 Acres Of Coastal 404 Wetlands
One of the options you have available to satisfy the compensatory mitigation requirement is through the payment of
a fee to the Wetlands Restoration Fund per NCAC 2R.0503. If you choose this option, please sign this form and
mail the form along with a copy of your 401 Certification or Buffer Approval to the Ecosystem Enhancement
Program at the address below. An invoice for the appropriate amount of payment will be sent to you upon receipt of
this form. PLEASE NOTE, THE ABOVE IMPACTS ARE NOT AUTHORIZED UNTIL YOU RECEIVE
NOTIFICATION THAT YOUR PAYMENT HAS BEEN PROCESSED BY THE ECOSYTEM ENHANCMENT
PROGRAM.
Signature Date
ECOSYSTEM ENHANCEMENT PROGRAM
1652 Mail Service Center
RALEIGH, N.C. 27699 -1652
(919) 716 -1921
Filename- 1108960rtonPlantation (Bru6swick)401_IC_EEP
Wetlands, Bu "ers. Stormwater, Compliance and Permitting Unit (WeBSCaPe)
1650 Mail Service Center Raleiah, North Carolina 27699 -1650
Phone: [phone]\ FAX [phone]
Internet: http hpo ial ncdenr org /web4cim
An Equal Opportunity l Affirmative Action Employei