20110213 Ver 1_Emails_20130418

Kulz, Eric
From. Kulz, Eric
Sent: Tuesday, April 30, 2013 7 59 AM
To: 'Sugg, Mickey T SAW'
Subject. RE NE Cape Fear Bank- signature letter (UNCLASSIFIED)
Attachments: NE Cape Fear DWQ Sig pdf
Mickey
Attached is the DWQ signature page
Please let me know if you need anything else
Eric W Kulz
Environmental Senior Specialist
N C Division of Water Quality
Wetlands, Buffers, Stormwater - Compliance & Permitting Unit
1650 MSC
Raleigh, NC 27699 -1650
Phone [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: Sugg, Mickey T SAW jmailto:Mickey.T.Sugg @ usace.army.mill
Sent: Tuesday, April 09, 2013 4:05 PM
To: Kulz, Eric; Coburn, Chad; Coats, Heather; Wilson, Debra; Dunn, Maria T.; Wilson, Travis W., Matthews, Kathryn; Fritz
Rohde; Bowers.toddOepa.aov
Cc: Christian Preziosi; Amschler, Crystal C SAW
Subject: NE Cape Fear Bank- signature letter (UNCLASSIFIED)
Classification- UNCLASSIFIED
Caveats: NONE
Our letter requesting your agency's MBI signature will be going out sometime this week.
Attach is the Final MBI (some minor edits from last one sent).
The letter with the MBI and all the appendices will be sent to the following for signature:
1. FWS: Pete Benjamin
2. NMFS: Fritz Rohde
3. EPA: Tony Able
4. DWQ: Charles Wakild
5. WRC: David Cox
6. DCM: Debbie Wilson
For those whose supervisor will be receiving this, pls pass the word to them so they will be
expected it. If the above needs any changing for you or your agency, let me know.
Many Thanks,
- mickey
1

Classification UNCLASSIFIED
Caveats- NONE

Aj'�A
NCDENR
North Carolina Department of Environment and Natural
Division of Water Quality
Pat McCrory Charles Wakild, P E
Governor Director
April 18, 2013
MEMORANDUM
TO: Chuck Wakild
Ted Bush
Division of Water Quality Director's Office
Resources
FROM Eric Kulz
Stream and Wetland Mitigation Coordinator
THROUGH. Karen Higgin 4
Wetlands, Buffers, Stormwater — Compliance & Permitting Unit
Supervisor
Cyndi Karoly C V
Wetlands & Stormwater Branch Supervisor
Matt Matthews V U'`
Surface Water Protection Section Chief
John E Skvarla, III
Secretary
SUBJECT Division Approval of the Mitigation Banking Instrument for the Northeast Cape
Fear Umbrella Mitigation Bank Shaw highway Properties, LLC (DWQ #11 -0213)
This bank was originally proposed in 2011. A draft of the Mitigation Plan was provided in
January 2012 and was reviewed Agency comments were provided to the Sponsor in May 2012.
The final Mitigation Plan and draft MBI were submitted and approved in December 2012 The
401 WQC was issued on March 12, 2013 A copy of the Final MBI is included for signature
The Plan and MBI were reviewed by DWQ as part of the IRT and recommend approval of this
mitigation bank Please sign the signature page for the MBI. I will return one copy of the
signature page to USACE We will then receive a complete signed copy of the MBI
Wetlands, Buffers, Stormwater — Compliance and Permitting (Webscape) Unit
1650 Mail Service Center, Raleigh, North Carolina 27699 -1650
Location 512 N Salisbury St Raleigh, North Carolina 27604
Phone [phone] FAX 919 - 807 -64941 Customer Service 1- 877 -623 -6748
Internet www ncwaterquality org
An Equal Opportunity \ Affirmative Action Employer
NorthCarolina
Naturally

DEPARTMENT OF THE ARMY
WILMINGTON DISTRICT, CORPS OF ENGINEERS
69 DARLINGTON AVENUE
WILMINGTON. NORTH CAROLINA 28403 -1343
REPLY TO
ATTENTION OF April 15, 2013
Regulatory t D
ivision
op
Action ID No SAW- 2011 -00377
,r
}
Mr Charles Wakild, Director
North Carolina Division of Water Quality
Wetlands, Buffers, Stormwater - Compliance & Permitting Unit
1650 Mail Service Center
I-N �3
Raleigh, North Carolina 27699 -1650
Dear IRT Member
This correspondence is in reference to the establishment of the 1,152 -acre Northeast Cape
Fear Umbrella Mitigation Bank (Bank), which is being developed and owned by Shaw Hwy
Properties, LLC c/o Mr Cal Miller. The Bank is located on the east side of Shaw Highway (SR
1520), approximately 10 north of NC 210 intersection, adjacent to an unnamed tributary to the
Northeast Cape Fear River, east of Rocky Point, Pender County, North Carolina. The purpose of
this letter is to provide you with a final draft of the mitigation banking instrument (MBI) with
appendices and to request your agency's signature on this document Please note that the
financial assurance in Appendix E and the conservation easement agreement and deed in
Appendix F have not been finalized; and be aware that no mitigation credits will be released until
all items in Section VII of the MBI have been completed
Pursuant to 60 FR 228, p.58610, 3 Agency Roles and Coordination, "No agency is required
to sign a banking instrument; however, in signing a banking instrument, an agency agrees to the
terms of that instrument." Please review the attached final version carefully, and if you are in
agreement with the terms of the MBI, please sign your appropriate signature block and return it
to our office within 30 days of your receipt of this letter Please note that the April 2013
Mitigation Plan (Appendix B- attached CD), along with an e -mail copy of this MBI, has been
provided to the team member of your agency; and that the Wilmington District Office of Counsel
has reviewed the property disposition and disposal provisions in the MBI and agrees that these
provisions provide adequate preservation assurances for the Bank propert
y
For your information, our review of the instrument has been completed and the Wilmington
District Engineer is anticipatin
g signing the MBI upon the 30 -day time period

-2-
Thank you again for your time and for your agencies participation in the review of this
bank If you have any questions, please don't hesitate to contact me, at the Wilmington
Regulatory Field Office, telephone [phone].
Sincerely,
Mick Sugg, Project Manager
Wilmington Regulatory Field Office
Enclosure
Distribution (with enclosure):
Ms. Debbie Wilson, Manager
Wilmington Regional Office
North Carolina Division of Coastal Management
127 Cardinal Drive Extension
Wilmington, North Carolina 28405
Mr. Tony Able, Chief
Wetlands Regulatory Section - Region IV
U.S. Environmental Protection Agency
61 Forsyth Street, SW
Atlanta, Georgia 30303
Mr. Pete Benjamin
U.S. Fish and Wildlife Service
Fish and Wildlife Enhancement
Post Office Box 33726
Raleigh North Carolina 27636 -3726
Mr. David Cox, Technical Guidance Supervisor
North Carolina Wildlife Resources Commission
1718 Highway 56 West
Creedmor, North Carolina 27522

-3-
Mr. Charles Wakild, Director
North Carolina Division of Water Quality
Wetlands, Buffers, Stormwater - Compliance & Permitting Unit
1650 Mail Service Center
Raleigh, North Carolina 27699 -1650
Mr Fritz Rohde
National Marine Fisheries Service
Pivers Island
Beaufort, North Carolina 28516
Copy Furnished (without enclosure).
Mr. Pace Wilber
National Marine Fisheries Service
Habitat Conservation Division
Post Office Box 12559
Charleston, North Carolina 29422 -2559
Ms Heather Coats
Wilmington Regional Office
North Carolina Division of Coastal Management
127 Cardinal Drive Extension
Wilmington, North Carolina 28405
Mr. Chad Coburn
Wilmington Regional Office
North Carolina Division of Coastal Management
127 Cardinal Drive Extension
Wilmington, North Carolina 28405
Mr. Eric Kultz
North Carolina Division of Water Quality
Wetlands, Buffers, Stormwater - Compliance & Permitting Unit
1650 Mail Service Center
Raleigh, North Carolina 27699 -1650
Ms. Kathy Matthews
U.S Fish and Wildlife Service
Fish and Wildlife Enhancement
Post Office Box 33726
Raleigh North Carolina 27636 -3726

CI
Mr. Christian Preziosi
Land Management Group, Inc.
3805 Wrightsville Avenue, Suite 15
Wilmington, North Carolina 28403
Mr. Cal Miller
Shaw Hwy Properties, LLC
3907 Bowen Road
Canal Winchester, Ohio 43110
Ms. Maria Dunn
North Carolina Wildlife Resource Commission
943 Washington Square Mall
Washington, North Carolina 27889
Mr. Todd Bowers
Wetlands Regulatory Section - Region IV
U S Environmental Protection Agency
61 Forsyth Street, SW
Atlanta, Georgia 30303

AGREEMENT TO ESTABLISH THE NORTHEAST CAPE FEAR
UMBRELLA MITIGATION BANK
IN PENDER COUNTY, NORTH CAROLINA
(USACE Action ID No 2011- 00377)
This Mitigation Banking Instrument (MBI) is made and entered into on the _ day of
, 2013, by Shaw Hwy Properties, LLC c/o Mr. Cal Miller, hereinafter
Sponsor, and the U S. Army Corps of Engineers (Corps), and each of the following agencies,
upon its execution of this MBI, the Environmental Protection Agency (EPA), the U.S. Fish and
Wildlife Service (FWS), the National Marine Fisheries Service (NMFS), the North Carolina
Wildlife Resources Commission (NCWRC), the North Carolina Division of Coastal
Management (NCDCM), and the North Carolina Division of Water Quality (NCDWQ). The
Corps, together with the State and Federal agencies that execute this MBI, are hereinafter
collectively referred to as the Interagency Review Team (IRT).
WHEREAS, the purpose of this MBI is to establish a mitigation bank to be known as the
Northeast Cape Fear Mitigation Bank (Bank), providing compensatory mitigation for
unavoidable wetland impacts separately authorized by Section 404 Clean Water Act permits and
/or Section 10 of the Rivers and Harbors Act permits in appropriate circumstances;
WHEREAS, the Sponsor is the record owner of that certain parcel of land containing
approximately 1,153 acres located in Pender County, North Carolina, as shown on the plat
Survey entitled "Conservation Easement Plat, NE Cape Fear Umbrella Mitigation Bank, Holly
Shelter Bay Tract" dated September 13, 2012, prepared by Paramounte Engineering, Inc. and
recorded in the Pender County Register of Deeds (Deed Book , Page , attached
hereto as Appendix A, Tract A, and incorporated herein by reference; and as described in the
Northeast Cape Fear Mitigation Bank Mitigation Plan dated April 2013 (Mitigation Plan),
attached hereto as Appendix B and incorporated herein by reference;
WHEREAS, the agencies comprising the IRT agree that the site totaling 1,153 acres is a
suitable mitigation bank site, and that implementation of the Mitigation Plan is likely to result in
net gains in wetland and/or stream functions at the Bank site, and have therefore approved the
Mitigation Plan,
THEREFORE, it is mutually agreed among the parties to this MBI that the following
provisions are adopted and will be implemented upon signature of this MBI.
Section I: General Provisions
A The Sponsor is responsible for assuring the success of the restoration, enhancement, and
preservation activities at the Bank site, and for the overall operation and management of the
Bank The Sponsor assumes the legal responsibility for providing the compensatory mitigation
once a permittee secures credits from the Sponsor and the District Engineer of the U.S. Army
Corps of Engineers, Wilmington District (DE) receives documentation that confirms the Sponsor
has accepted responsibility for providing the required compensatory mitigation.
Page 1 of 23 Pages

B The goal of the Bank is to restore, enhance, and preserve streams, riparian (non - riverine)
wetlands, and non - riparian wetlands and their functions to compensate in appropriate
circumstances for unavoidable wetland and stream impacts authorized by Section 404 of the
Clean Water Act permits and or Section 10 of the Rivers and Harbors Act permits in
circumstances deemed appropriate by the Corps after consultation, through the permit review
process, with members of the IRT.
C. Use of credits from the Bank to offset wetland impacts authorized by Clean Water Act
permits must be in compliance with the Clean Water Act and implementing regulations,
including but not limited to the 404(b)(1) Guidelines, the National Environmental Policy Act,
and all other applicable Federal and State legislation, rules and regulations This MBI has been
drafted in accordance with the regulations for Compensatory Mitigation for Losses of Aquatic
Resources effective June 9, 2008 (33 CFR Parts 325 and 332) (Mitigation Rule ").
D The IRT shall be chaired by the DE. The IRT shall review documentation for the
establishment of mitigation banks. The IRT will also advise the DE in assessing monitoring
reports, recommending remedial measures, approving credit releases, and approving
modifications to this instrument The IRT's role and responsibilities are more fully set forth in
Sections 332 8 of the Mitigation Rule. The IRT will work to reach consensus on its actions
E. The DE, after consultation with the appropriate Federal and State review agencies through the
permit review process, shall make final decisions concerning the amount and type of
compensatory mitigation to be required for unavoidable, permitted wetland impacts, and whether
or not the use of credits from the Bank is appropriate to offset those impacts In the case of
permit applications and compensatory mitigation required solely under the Section 401 Water
Quality Certification rules of North Carolina, the N C. Division of Water Quality (NCDWQ) will
determine the amount of credits that can be withdrawn from the Bank
F. The parties to this MBI understand that a watershed approach to establish compensatory
mitigation must be used to the extent appropriate and practicable Where practicable, in -kind
compensatory mitigation is preferred
G. It is the intent of the Sponsor to incorporate additional sites that will complement the
watershed objectives of the Umbrella Bank. In particular, the Sponsor has identified prospective
sites consisting of wetland preservation that may be considered for inclusion. The site(s) will be
reviewed and approved by the IRT prior to incorporation within the Bank Future credit releases
for additional sites are subject to approval by the IRT.
Section II: Geographic Service Area
The Geographic Service Area (GSA) is the designated area within which the Bank is authorized
to provide compensatory mitigation required by DA permits The GSA for this Bank shall
include the Northeast Cape Fear River Basin, Hydrologic Unit 03030007 in North Carolina
(refer to Appendix C of the MBI and Figure 14 of the Mitigation Plan).
Page 2 of 23 Pages

The service area is based on the location and scope of the project which will generate tangible
water quality and habitat benefits through the cessation of silvicultural land use activities and the
restoration of headwater stream and wetland ecosystems. Use of a Bank site to compensate for
impacts beyond the GSA will be considered by the Corps or the permitting agency on a case -by-
case basis
Section III: Mitigation Plan
Any Mitigation Plan submitted pursuant to this MBI must contain the information listed
in 332.4(c)(2) through (14) of the Compensatory Mitigation Rule
A. The Bank site is currently managed for silvicultural production. A more detailed description
of the baseline conditions on the site is contained in the Mitigation Plan
B. The Sponsor will perform work described in Section 5.0 of the Mitigation Plan, including
836 acres of Non - Riparian Wetland Restoration; 114 acres of Non- Ripanan Wetland
Enhancement; 134 acres of Non - Riparian Wetland Preservation, 1 acre of Riparian (Non -
Riverine) Wetland Restoration; 6 acres of Riparian (Non - Riverine) Wetland Preservation, 1,427
linear feet of Zero -Order Stream Restoration, and 2,184 linear feet of First -Order Stream
Preservation The work associated with the Bank will include backfilling of existing ditches,
removal of existing road beds, planting of native hardwood seedlings, and the re- establishment
of headwater valleys (zero -order stream).
The purpose of this work, and the objective of the Bank, is to restore, enhance, and preserve the
wetlands and stream systems associated with headwaters of unnamed tributaries (UTs) to the
Northeast Cape Fear River and Merrick's Creek Development of the Bank will reduce nutrient
inputs, stonnwater discharge, and flow velocities in a watershed that is subject to impairments
from agriculture, silviculture, and industrial land -use practices.
C. The Sponsors shall monitor the Bank Site as described in Section 6.0 of the Mitigation Plan,
until such time as the IRT determines that the success criteria described in Section 6.0 of the
Mitigation Plan have been met.
D. The members of the IRT will be allowed reasonable access to the Property for the purposes
of inspection of the Property and compliance monitoring of the Mitigation Plan
Section IV: Reporting
A The Sponsor shall submit to the DE, for distribution to each member of the IRT, an annual
report describing the current condition of the Bank and the condition of the Bank in relation to
the success criteria in the Mitigation Plan The Sponsor shall provide to the DE any monitoring
reports described in Section 6.0 of the Mitigation Plan
B. The Sponsor shall provide ledger reports documenting credit transactions as described in
Section VIII of this MBI
Page 3 of 23 Pages

C. Each time an approved credit transaction occurs, the Sponsor must notify the DE within 30
days of the transaction
Section V: Remedial Action
A. The DE shall review the monitoring reports, and may, at any time, after consultation with the
Sponsor and the IRT, direct the Sponsor to take remedial action at the Bank site. Remedial
action required by the DE shall be designed to achieve the success criteria specified in the
Mitigation Plan. All remedial actions required under this section shall include a work schedule
and monitoring criteria that will take into account physical and climactic conditions.
B The Sponsor shall implement any remedial measures required pursuant to the above.
C. In the event the Sponsor determines that remedial action may be necessary to achieve the
required success criteria, it shall provide notice of such proposed remedial action to all members
of the IRT No remedial actions shall be taken without the concurrence of the DE, in
consultation with the IRT
Section VI: Use of Mitigation Credits
Description of Wetland Community Types:
A. Wetland community types found in a mitigation bank will be described in accordance with the
procedures found in the NC Wetland Assessment Method (NC WAM, USACE, 2007). It is
expected that impacts to the NC WAM types listed below will be compensated by the Mitigation
Types as listed in order to qualify as "In- Kind" mitigation. Exceptions to the use of "In- Kind"
mitigation may be allowed at the discretion of the permitting agencies on a case -by -case basis.
Tahlp 1 _ Wetland Cnmmunity Tvnes
Mitigation Type
NCWAM Type
CAMA Coastal Wetland
Salt/Brackish Marsh*
Riparian ( Riverine)
Riverme Swamp Forest/Non -Tidal Freshwater Marsh, Tidal
Freshwater Marsh
Riparian (Non- Riverine)
Bottomland Hardwood Forest, Headwater Wetland, Flood -
Plain Pool, Mountain Bog*
Non - Riparian
Non - Riverine Swamp Forest, Seep, Small Basin Wetland,
Pocosins, Estuarine Woody, Pine Flat, Pine Savannah,
Hardwood Flat
*Note that these wetland types only occur in select HUCs of North Carolina
B. It is anticipated by the parties that in most cases in which the DE, after consultation with the
IRT, has determined that mitigation credits from the Bank may be used to offset wetland impacts
authorized by Section 404 permits and/or Section 10 permits, that the Restoration Equivalents, as
enumerated below (Table 2), constitute credits that are considered to be equal to restoration
credits for the purposes of compensatory mitigation Therefore, the use of Restoration credits or
Page 4 of 23 Pages

Restoration Equivalents credits, or any combination thereof, is acceptable to the DE for any
permit requirement so long as the required amount of credits are debited for a given mitigation
requirement. It is also understood that in order to satisfy mitigation requirements imposed by the
NC Division of Water Quality, restoration impact amounts must be at a minimum of 1 1 such
that for every one acre of impact, at least one acre of mitigation must be in the form of
restoration. In these cases, coordination with NC Division of Water Quality must be initiated.
Additionally, decisions regarding stream mitigation will be made consistent with current policy
and guidance and will be made on a case by case basis Wetland and stream compensation ratios
are determined by the DE on a case -by -case basis based on considerations of functions of the
wetlands and/or streams impacted, the severity of the wetland and/or stream impacts, the relative
age of the mitigation site, whether the compensatory mitigation is in -kind, and the physical
proximity of the wetland and/or stream impacts to the Bank site. It is understood that any
riparian credit (either riverine or non - riverine) can be used for mitigation of riverine or non -
riverine impacts provided other considerations outlined above are satisfactorily met.
Table 2. Mitigation Types and Quantities (acres/If)
Community Type
Mitigation Type
Quantity
(ac/l
Credits
Non- Ripanan Wetlands
Pocosin, Pine Flat, and Pine Savanna
Restoration
836
836r
Non- Ripanan Wetlands
Pocosm, Pine Flat, and Pine Savanna
Enhancement
114
57re
Non- Ripanan Wetlands
Pocosin, Pine Flat, and Pine Savanna
Preservation
134
19 1 re
Riparian (non-riverine) Wetlands
Restoration
1
1r
Riparian (non-riverine) Wetlands
Preservation
6
1 re
Zero -Order Stream
Restoration
1,427
1,427r
First -Order Stream
Preservation
2,184
873re
TOTAL WETLANDS
9141
TOTAL STREAM
2,300
r = restoration credit, re = restoration - equivalent credit
Table 3. Mitigation Credits by Stream and Wetland Type
Mitigation Type
Quantity If /ac
Credits
Stream
3,611
2,300
Riparian (Non- Rlvenne) Wetland
7
2
Non - Riparian Wetland
1,084
9121
C Notwithstanding the above, all decisions concerning the appropriateness of using credits from
the Bank to offset impacts to waters and wetlands, as well as all decisions concerning the amount
and type of such credits to be used to offset wetland and water impacts authorized by Department
Page 5 of 23 Pages

of the Army permits, shall be made by the DE, pursuant to Section 404 of the Clean Water Act
and implementing regulations and guidance, after notice of any proposed use of the Bank to the
members of the IRT, and consultation with the members of the IRT concerning such use. Notice
to and consultation with the members of the IRT shall be through the permit review process.
Section VII: Credit Release Schedule
All credit releases must be approved by the DE, in consultation with the IRT, based on a
determination that required success criteria have been achieved.
A. Credit Release Schedule for the 4.0 -acre Riparian Non - Riverine Forested Wetland
Restoration Area associated with the Zero -Order Stream (Figure 12A of the Mitigation
Plan): If deemed appropriate by the IRT, fifteen percent (15 %) of the Bank's total restoration
credits shall be available for sale immediately upon completion of all of the following:
1. Execution of this MBI by the Sponsor, the DE, and other agencies eligible for
membership in the IRT who choose to execute this MBI,
2 Approval of the final Mitigation Plan;
3. Mitigation Bank site has been secured,
4. Delivery of the financial assurance described in Section IX of this MBI; and
5 Recordation of the long -term protection mechanism described in Section X of this MBI,
as well as a title opinion covering the property acceptable to the DE.
The Sponsor must complete the initial physical and biological improvements to the Bank site
pursuant to the Mitigation Plan no later than the first full growing season following initial
debiting of the Bank Subject to the Sponsor's continued satisfactory completion of all required
success criteria and monitoring, additional restoration mitigation credits will be available for sale
by the Sponsor on the following schedule:
1. 15 % upon completion of all initial physical and biological improvements made pursuant
to the Mitigation Plan (total 30 %);
2. 10% after first year, if interim success measures are met (total 40 %),
3 10% after second year, if interim success measures are met (total 50 %),
4 10% after third year, if interim success measures are met (total 60 %),
5 10% after fourth year, if interim success measures are met (total 70 %),
6 10% after fifth year, if Success Criteria are met (total 80 %),
7 10% after sixth year, if vegetative Success Criteria are met (90 %); and
8 10% after seventh year, if vegetative Success Criteria are met (100 %)
Provided that all Success Criteria are met, the IRT may allow the Sponsor to discontinue
hydrologic monitoring after the fifth year. The Sponsor will be required to monitor vegetation
for an additional two years after the fifth year for a total of seven years
Page 6 of 23 Pages

Table 4A. Credit Release Schedule for the Riparian Non - Riverine Forested Wetland
Ane +nro+inn AMPa rvoludec the Riparian Non - Riverine Wetland Preservation Areas.
1 \rJlV1 NFiVU a
Cumulative
Protected
Percentage of Wetland
Credits
Credits
Task
Completion Date
Credits Released (%
Released
Released
cumulative)
10 Signing of the MBI,
4/1/13
15 (15)
0 15
0 15
Recordation of Conservation
Easement Deed, Delivery of
Financial Assurances
2 0 Completion of Physical and
1/30/14
15 (30)
015
030
Biological Im rovements
3 0 Year 1 Fulfill Success
1/2015
10 (40)
010
04
Criteria
4 0 Year 2 Fulfill Success
1/2016
10 (50)
010
050
Criteria
5 0 Year 3 Fulfill Success
1/2017
10 (60)
0 10
0 60
Criteria
6 0 Year 4 Fulfill Success
1/2018
10 (70)
010
070
Criteria
7 0 Year 5 Fulfill Success
1/2019
10 (80)
010
080
Criteria
8 0 Year 6 Fulfill Success
1/2020
10 (90)
010
090
Criteria
9 0 Year 7 Fulfill Success
1/2021
10 (100)
010
100
Criteria
TOTAL
100%
1.0
B. Credit Release Schedule for the Zero -Order Stream Restoration Area (Figure 12A of
the Mitigation Plan): If deemed appropriate by the IRT, fifteen percent (15 %) of the Bank's
total stream credits shall be available for sale immediately upon completion of all of the
following-
1. Execution of this MBI by the Sponsor, the DE, and other agencies eligible for
membership in the IRT who choose to execute this MBI,
2. Approval of the final Mitigation Plan;
3 Mitigation Bank site has been secured;
4 Delivery of the financial assurance described in Section IX of this MBI; and
5 Recordation of the long -term protection mechanism described in Section X of this MBI,
as well as a title opinion covering the property acceptable to the DE
The Sponsor must complete the initial physical and biological improvements to the Bank site
pursuant to the Mitigation Plan no later than the first full growing season following initial
debiting of the Bank Subject to the Sponsor's continued satisfactory completion of all required
success criteria and monitoring, additional stream credits will be available for sale by the
Sponsor on the following schedule
Page 7 of 23 Pages

1. 15 % upon completion of all initial physical and biological improvements made pursuant
to the Mitigation Plan (total 30 %);
2. 10% after first year, provided channel is stable and all other success measures are met
(total 40 %),
3. 10% after second year, provided channel is stable and all other success measures are met
(total 50 %),
4. 10% after third year, provided channel is stable and all other success measures are met
(total 60 %);
5. 10% after fourth year, provided channel is stable and all other success measures are met
(total 70 %),
6 15% after fifth year, provided channel is stable and all other success measures are met
(total 85 %)
A reserve of 15% of the Bank's total stream credits shall be released any time after two flow
events have been documented, in three of the five years as describe in the Mitigation Plan and
provided the channel is stable and all other Success Criteria are met In the event that two flow
events in three of the five years have not occurred during the monitoring period, remaining credit
release shall be at the discretion of the IRT.
Table 4B. Credit Release Schedule for Zero -Order Stream Restoration Area. Excludes the
C +roam Praearva *inn Arpa (1.477 Credits)
vu asaau a a
-, -
Cumulative
Projected
Percentage of Wetland
Credits
Credits
Task
Completion Date
Credits Released (%
Released
Released
cumulative)
10 Signing of the MBI,
4/1/13
15 (15)
214
214
Recordation of Conservation
Easement Deed, Delivery of
Financial Assurances
2 0 Completion of Physical and
1/30/14
15 (30)
214
428
Biological Improvements
3 0 Year 1 Fulfill Success
1/2015
10 (40)
143
571
Criteria
4 0 Year 2 Fulfill Success
1/2016
10 (50)
142
713
Criteria
5 0 Year 3 Fulfill Success
1/2017
10 (60)
143
856
Criteria
6 0 Year 4 Fulfill Success
1/2018
10 (70)
142
998
Criteria
7 0 Year 5 Fulfill Success
1/2019
15 (85)
214
1,212
Criteria
8 0 Documentation of Two Flow
TBD
15 (100)
215
1,427
Events in 3 of 5 Years
TOTAL
100%
1,427
Page 8 of 23 Pages

C. Credit Release Schedule for All Non - Riparian Wetland Restoration and Enhancement
Areas, including the Restored Roadbed Corridors (Figure 12A of the Mitigation Plan): If
deemed appropriate by the IRT, fifteen percent (15 %) of the Bank's total restoration credits shall
be available for sale immediately upon completion of all of the following:
1 Execution of this MBI by the Sponsor, the DE, and other agencies eligible for
membership in the IRT who choose to execute this MBI,
2. Approval of the final Mitigation Plan;
3. Mitigation Bank site has been secured;
4. Delivery of the financial assurance described in Section IX of this MBI; and
5. Recordation of the long -term protection mechanism described in Section X of this MBI,
as well as a title opinion covering the property acceptable to the DE.
The Sponsor must complete the initial physical and biological improvements to the Bank site
pursuant to the Mitigation Plan no later than the first full growing season following initial
debiting of the Bank Subject to the Sponsor's continued satisfactory completion of all required
success criteria and monitoring, additional restoration mitigation credits will be available for sale
by the Sponsor on the following schedule.
1 15 % upon completion of all initial physical and biological improvements made pursuant
to the Mitigation Plan (total 30 %),
2. 10% after first year, if interim success measures are met (total 40 %);
3. 10% after second year, if interim success measures are met (total 50 %);
4 20% after third year, if interim success measures are met (total 70 %);
5 10% after fourth year, if interim success measures are met (total 80 %);
6. 10% after fifth year, if Success Criteria are met (total 90 %); and
7. 10% after Final Approval (total 100 %)
Table 4C. Credit Release Schedule for All Non - Riparian Wetland Restoration and
1 d' the Restored Roadbed Corridors 893 Credits
Enhancement Areas, inc u
Task
m
Projected
Completion Date
Percentage of Wetland
Credits Released (%
cumulative)
Credits
Released
Cumulative
Credits
Released
10 Signing of the MBI,
4/1/13
15 (15)
1340
1340
Recordation of Conservation
Easement Deed, Delivery of
Financial Assurances
2 0 Completion of Physical and
1/30/14
15 (30)
1339
2679
Biological Improvements
1/2015
10 (40)
893
3572
3 0 Year 1 Fulfill Success
Criteria
4 0 Year 2 Fulfill Success
1/2016
10 (50)
893
4465
Criteria
5 0 Year 3 Fulfill Success
1/2017
20 (70)
1786
625 1
Cnteria
6 0 Year 4 Fulfill Success
1/2018
10 (80)
89 3
714 4
Page 9 of 23 Pages

Criteria
Protected
Completi
Percentage of
Wetland
Credits
Mitigation Type
Credits
Released
7 0 Year 5 Fulfill Success
Criteria
1/2019
10 (90)
893
8037
8 0 Final Approval
1/2020
10 (100)
893
893
TOTAL
100%
893
D. Credit Release Schedule for All Preservation Credits (First Order Stream, Riparian
Non - Riverine Wetlands, and Non - Riparian Wetlands): If deemed appropriate by the IRT,
fifteen percent (15 %) of the Bank's total restoration credits shall be available for sale
immediately upon completion of all of the following
1. Execution of this MBI by the Sponsor, the DE, and other agencies eligible for
membership in the IRT who choose to execute this MBI;
2 Approval of the final Mitigation Plan;
3. Mitigation Bank site has been secured,
4. Delivery of the financial assurance described in Section IX of this MBI; and
5. Recordation of the long -term protection mechanism described in Section X of this MBI,
as well as a title opinion covering the property acceptable to the DE
Upon completing the initial physical and biological improvements to the bank site pursuant to
the Mitigation Plan, the remaining 85% of all preservation credits shall be available for sale.
Table 4D. Credit Release Schedule for All Preservation Credits (873 Credits for First -
Order Stream, 1.0 Credit for Riparian Non - Riverine Wetland, and 19.1 Credits for Non -
Riparian Wetlands).
Task
Protected
Completi
Percentage of
Wetland
Credits
Mitigation Type
Credits
Released
Cumulative
Credits
Released
on Date
Released (%
cumulative
10 Signing of the
Stream
131
131
Riparian Wetlands
(Non- Riverme)
0 2
0 2
MBI, Recordation
of Conservation
Easement Deed,
4/1/13
15 (15)
Delivery of
Financial
Non - Riparian
Wetlands
29
29
Assurances
2 0 Completion of
Physical and
Biological
1/30/14
85 (100)
Stream
742
873
Riparian Wetlands
(Non- Riverme)
0 8
10
Non - Riparian
Wetlands
16 2
191
Improvements
Stream
873
873
Riparian Wetlands
Non- Riverine
1.0
1.0
TOTAL
100%
Non - Riparian
Wetlands
19.1
19.1
Page 10 of 23 Pages

Section VIII: Accounting Procedures
A. The Sponsor shall develop accounting procedures acceptable to the IRT for maintaining
accurate records of debits made from the Bank. Such procedures shall include the generation of
a ledger by the Sponsor showing credits used at the time they are debited from the Bank. All
ledger reports shall identify credits debited and remaining by type of credit and shall include for
each reported debit the Corps ORM ID number for the permit for which the credits were utilized
and the permitted impacts for each resource type. Each time an approved credit transaction
occurs, the Sponsor must notify the DE within 30 days of the transaction
B The Sponsor shall prepare an annual ledger report, on each anniversary of the date of
execution of this MBI, showing all credits used, any changes in credit availability (e.g.,
additional credits released, credit sales suspended), and the beginning and ending balance of
credits remaining. The Sponsor shall submit the annual report to the DE, for distribution to each
member of the IRT, until such time as all of the credits have been utilized, or this MBI is
otherwise terminated
Section IX: Financial Assurances
A. The Sponsor shall provide financial assurances in a form acceptable to the IRT sufficient to
assure completion of all mitigation work, required reporting and monitoring, and any remedial
work required pursuant to this MBI These financial assurances are provided in the form of a
casualty insurance policy with a collective liability limit of $456,012 over a nine year period
The annual liability limits are commensurate with the financial assurance requirements for
project implementation (construction, planting, and contingencies) and for monitoring over the
seven year schedule described in the Mitigation Plan The Mitigation Bank Insurance Policy
(with attachments) is provided in Appendix E
B Financial assurances shall be payable at the direction of the DE to his designee or to a
standby trust Financial assurances structured to provide funds to the Corps of Engineers in the
event of default by the Bank Sponsor are not acceptable.
C A financial assurance must be in the form that ensures that the DE receives notification at
least 120 days in advance of any termination or revocation
Section X: Long -Term Protection
A. Land Trust for America (LTFA), a registered 501(c)3 entity, will serve as the holder of the
conservation easement (CE) for the Bank. LTFA will maintain the CE in perpetuity and provide
for the long -term protection of the land through annual monitoring activities. Title to the land
will reside with the current owner, Shaw Hwy Properties, LLC Refer to the attached
conservation easement plat for the tract. The CE shall be perpetual, preserve all natural areas,
and prohibit all use of the property inconsistent with its use as mitigation property, including any
activity that would materially alter the biological integrity or functional and educational value of
Page 11 of 23 Pages

wetlands or streams within the Bank site, consistent with the Mitigation Plan The purpose of the
CE will be to assure that future use of the Bank site will result in the restoration, protection,
maintenance and enhancement of wetland functions described in the Mitigation Plan
B The Sponsor shall deliver a title opinion acceptable to the DE covering the mitigation
property. The property shall be free and clear of any encumbrances that would conflict with its
use as mitigation, including, but not limited to, any liens that have priority over the recorded
preservation mechanism.
C Subsequent to the recording of the CE, the Sponsor may convey the Bank Site property either
in fee or by granting an easement to a qualified land trust, state agency, or other appropriate
nonprofit organization. The Sponsor is responsible for ensuring that that the CE is re- recorded to
ensure that it remains within the chain of title The terms and conditions of this conveyance shall
not conflict with the intent and provisions of the CE nor shall such conveyance enlarge or modify
the uses specified in the CE.
The CE must contain a provision requiring 60 day advance notification to the DE before any
action is taken to void or modify the CE, including transfer of title to, or establishment of any
other legal claims over, the project site.
Section XI: Long -term Management
A LTFA (as identified above) will be responsible for the long -term management of the site.
The primary objective of the long -term management is to ensure the protection of the site in its
natural state
B. An endowment will be provided to LTFA by the Sponsor to assist with the long -term
management expenses of the Bank site
C. With the high probability, or likelihood, of wildfire occurring in the future on the bank site
and/or in the adjacent Holly Shelter Game Land, the long -term steward will not be prohibited
from instituting prescribed burning in the future, provided that any such plan to do so will be
submitted and approved by the Corps and IRT prior to implementing. Steps to undertake
wildfire management would only be initiated to help maintain the health of the targeted wetland
community types.
Section XII: Default and Closure
A It is agreed to establish and/or maintain the Bank site until (i) credits have been exhausted or
Banking activity is voluntarily terminated with written notice by the Sponsor provided to the DE
and other members of the IRT; and (h) it has been determined and agreed upon by the DE and
IRT that the debited Bank site has satisfied all the conditions herein and in the Mitigation Plan.
If the DE determines that the Bank site is not meeting performance standards or complying with
the terms of the instrument, appropriate action will be taken. Such actions may include, but are
not limited to, suspending credit sales, adaptive management, decreasing available credits,
utilizing financial assurances, and terminating the instrument.
Page 12 of 23 Pages

B. Any delay or failure of Bank Sponsor shall not constitute a default hereunder if and to the
extent that such delay or failure is primarily caused by any act, event or conditions beyond the
Sponsor's reasonable control and significantly adversely affects its ability to perform its
obligations hereunder including: (i) acts of God, lightning, earthquake, fire, landslide, or
interference by third parties; (ii) condemnation or other taking by any governmental body, (iii)
change in applicable law, regulation, rule, ordinance or permit condition, or the interpretation or
enforcement thereof; (iv) any order, judgment, action or determination of any federal, state or
local court, administrative agency or government body; or (v) the suspension or interruption of
any permit, license, consent, authorization or approval. If the performance of the Bank Sponsor
is affected by any such event, Bank Sponsor shall give written notice thereof to the IRT as soon
as is reasonably practicable. If such event occurs before the final availability of all credits for
sale, the Sponsor shall take remedial action to restore the property to its condition prior to such
event, in a manner sufficient to provide adequate mitigation to cover credits that were sold prior
to such delay or failure to compensate for impacts to waters, including wetlands, authorized by
Department of the Army permits. Such remedial action shall be taken by the Sponsor only to the
extent necessary and appropriate, as determined by the IRT
C. At the end of the monitoring period, upon satisfaction of the performance standards, the
Sponsor may submit a request to close out the Bank site to the DE. The DE, in consultation with
the IRT, shall use best efforts to review and comment on the request within 60 days of such
submittal If the DE determines the Sponsor has achieved the performance standards in
accordance with the mitigation plan and all obligations under this MBI, the DE shall issue a
close out letter to the Sponsor.
Section XIII: Miscellaneous
A. Any agency participant may terminate its participation in the IRT with notice in writing to all
other parties to this MBI. Termination shall be effective seven (7) days from placing written
notices in the United States mail. Member withdrawal shall not affect any prior sale of credits
and all remaining parties shall continue to implement and enforce the terms of this MBI
B. Modification of this MBI shall be in accordance with the procedures set forth in 332.8 of the
mitigation rule.
C. No third party shall be deemed a beneficiary hereof and no one except the signatories hereof,
their successors and assigns, shall be entitled to seek enforcement hereof
D This MBI constitutes the entire MBI between the parties concerning the subject matter hereof
and supersedes all prior agreements or undertakings
E In the event any one or more of the provisions contained in this MBI are held to be invalid,
illegal or unenforceable in any respect, such invalidity, illegality or unenforceablility will not
affect any other provisions hereof, and this MBI shall be construed as if such invalid, illegal or
unenforceable provision had not been contained herein
Page 13 of 23 Pages

F This MBI shall be governed by and construed in accordance with the laws of North Carolina
and the United States as appropriate
G. This MBI may be executed by the parties in any combination, in one or more counterparts,
all of which together shall constitute but one and the same instrument.
H. The terms and conditions of this MBI shall be binding upon, and inure to the benefit of the
parties hereto and their respective successors.
I. All notices and required reports shall be sent by regular mail to each of the parties at their
respective addresses, provided below.
Sponsor:
Shaw Hwy Properties, LLC
c/o Mr. Cal Miller
3970 Bowen Road
Canal Winchester, Ohio 43110
Agent:
Mr. Christian Preziosi
Land Management Group
3805 Wrightsville Avenue, Suite 15
Wilmington, North Carolina 28403
Corps:
Mr. Mickey Sugg
U.S. Army Corps of Engineers
Regulatory Division
69 Darlington Avenue
Wilmington, NC 28403
IRT Members:
EPA:
Mr Todd Bowers
Wetlands Section - Region IV
Water Management Division
U S. Environmental Protection Agency
61 Forsyth Street, SW
Atlanta, Georgia 30303
Page 14 of 23 Pages

FWS.
Ms Kathy Matthews
U.S. Fish and Wildlife Service
Fish and Wildlife Enhancement
Post Office Box 33726
Raleigh, North Carolina 27636 -3726
NMFS:
Mr. Fritz Rohde
National Marine Fisheries, NOAA
Habitat Conservation Division
Pivers Island
Beaufort, North Carolina 28516
NCWRC
Ms. Maria Dunn
North Carolina Wildlife Resources Commission
943 Washington Square Mall
Washington, NC 27889
NCDCM-
Ms Heather Coats
North Carolina Division of Coastal Management
127 Cardinal Drive Extension
Wilmington, NC 28405
NCDWQ-
Mr. Eric Kulz
NC Division of Water Quality
Program Development Unit
1650 Mail Service Center
Raleigh, North Carolina 27699 -1650
Page 15 of 23 Pages

IN WITNESS WHEREOF, the parties hereto have executed this Mitigation Banking
Instrument entitled "Agreement To Establish The Northeast Cape Fear Umbrella
Mitigation Bank in Pender County, North Carolina ":
Sponsor:
Mr Cal Miller
Shaw Hwy Properties, LLC
By Date-
U.S. Army Corps of Engineers:
Mr Scott McLendon, Chief
Wilmington Regulatory Division
By: Date-
Page 16 of 23 Pages

IN WITNESS WHEREOF, the parties hereto have executed this Mitigation Banking
Instrument entitled "Agreement To Establish The Northeast Cape Fear Umbrella
Mitigation Bank in Pender County, North Carolina ":
N.C. Division of Water Quality
Mr Charles Wakild, P E Director
By Date
Page 20 of 23 Pages

IN WITNESS WHEREOF, the parties hereto have executed this Mitigation Banking
Instrument entitled "Agreement To Establish The Northeast Cape Fear Umbrella
Mitigation Bank in Pender County, North Carolina ":
N.C. Division of Water Quality.
Mr. Charles Wakild, RE Director
91/
� i -01
By Date•
Page 20 of 23 Pages

List of Appendices
Appendix A: Conservation Easement Survey
Appendix B: Northeast Cape Fear Umbrella Mitigation Bank —
Final Mitigation Plan (April 2013)
Appendix C:
Map — Geographic Service Area
Appendix D:
Construction and Monitoring Costs
Appendix E:
Mitigation Bank Insurance Policy
Appendix F:
Conservation Easement Deed
Page 23 of 23 Pages