20201937 Ver 2_Phase B MBI_20210628

Mitigation Project Information Upload
ID#*
20201937
Version * 2
Select Reviewer: *
Katie Merritt
Initial Review Completed Date 06/29/2021
Mitigation Project Submittal - 6/28/2021
Is this a Prospectus, Technical Proposal or a New Site? *
Type of Mitigation Project: *
Stream Wetlands Buffer Nutrient Offset
(Select all that apply)
Project Contact Information
@Yes ONo
Company/Owner: * Restoration Systems LLC
Contact Name:*
Raymond Holz
Project Information
Email Address:*
[e-mail]
Project Type:
noAC
Mitigation Bank
Project Name: Dead Tree Phase B
County: Edgecombe
Document Information
Mitigation Document Type: *
Mitigation Bank Instrument
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Dead Tree Phase B MBI 6.25.2021.pdf 357.79KB
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Signature
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Signature: *
Raymond Holz

AGREEMENT TO ESTABLISH THE RESTORATION SYSTEMS' DEAD TREE PHASE B
NUTRIENT OFFSET BANKING INSTRUMENT IN THE TAR-PAMLICO RIVER BASIN
FOR NUTRIENT OFFSET CREDITS PURSUANT TO THE TAR-PAMLICO NUTRIENT
MANAGEMENT STRATEGY
TABLE OF CONTENTS
I. PREAMBLE 1
II. LOCATION AND GEOGRAPHIC SERVICE AREA 1
III. AUTHORITIES 2
IV. ESTABLISHMENT OF BANK PARCEL 2
V. BANK PARCEL DEVELOPMENT PACKAGE 3
VI. POST CONSTRUCTION DOCUMENTATION FOR THE BANK PARCEL 5
VII. CALCULATION OF CREDITS FOR THE BANK PARCEL 8
VIII. CREDIT RELEASE SCHEDULE 9
IX. PROCEDURE FOR DEBITING AND CREDITING 10
X. BANK PARCEL CLOSURE 11
XI. GENERAL PROVISIONS FOR THE BANK PARCEL 11

ATTACHMENTS
A — Division of Water Resources Authority Document
B — Ledger Templates
REFERENCES
1. Nutrient Offset Payment Rule 15A NCAC 02B .0703:
http://reports.oah.state.nc.us/ncac/title%2015a%20-%20environmental%20qua1ity/chapter%2002%20-
%20environmental%20management/subchapter%20b/15a%20ncac%2002b%20.0703.pdf
2. Riparian Buffer Mitigation Rule 15A NCAC 02B .0295:
http://reports.oah.state.nc.us/ncac/title%2015a%20-%20environmental%20qua1ity/chapter%2002%20-
%20environmental%20management/subchapter%20b/ 15 a%20ncac%2002b%20.0295.pdf
3. NC Session Law 2019-86 "Nutrient Offset Credits":
https://ncleg.gov/EnactedLegislation/SessionLaws/HTML/2019-2020/SL2019-86.html
4. Buffer Interpretation/Clarification #2008-019 for diffuse flow:
https://files.nc.gov/ncdeq/Water%20Quality/Surface%20Water%20Protection/401/Buffer%20Clarification%20M
emos/Diffuse-Flow-for-Buffer-Mitigation-Sites-Buffer-Clarification-Memo-20080819.pdf
5. Clarified Procedures for Calculating Buffer Mitigation Credits and Nutrient Offset Credits (Nov 2019):
https://files.nc.gov/ncdeq/Water%20Quality/Surface%20Water%20Protection/401 /Mitigation/Issues---
Resolutions-V er-1.0-buffer-mitigation-nutrient-offset.pdf
6. Project Credit Table:
http s ://deq.nc. gov/about/divisions/water-resources/water-quality-permitting/401-buffer-
authorization/nutrient-offset
7. NCDWR — Methodology and Calculations for Nutrient Reductions on the Bank Parcel:
https://files.nc. gov/ncdeq/Water%20Quality/Planning/NPU/Nutrient%20Offset%20Rule/Ag-Buffer-
Credit.pdf

I. PREAMBLE
This Nutrient Offset Banking Instrument ("Instrument") regarding the establishment, use,
operation, and maintenance of the Dead Tree Phase B Nutrient Offset Bank Parcel ("Bank
Parcel"), further identified in Section II, is to provide Tar -Pamlico Nutrient Strategy nutrient
load reduction credits ("Nutrient Offset Credits"), is made and entered into by and among
Restoration Systems, LLC (RS) as the Bank Sponsor ("Sponsor"), and the North Carolina
Department of Environmental Quality — Division of Water Resources ("DWR"). This
Instrument is in accordance with 15A NCAC 02B .0703 and 15A NCAC 02B .0295, see
references.
The purpose of the Bank Parcel is:
A. To establish, restore and preserve riparian vegetation adjacent to streams and agricultural
ditches with the intent to improve water quality along unnamed tributaries to the Tar -
Pamlico River within the Tar -Pamlico River Basin.
B. To convert agricultural land uses within riparian areas adjacent to streams and agricultural
ditches into a dense and diverse hardwood vegetated state with the intent to significantly
reduce nutrient loadings associated with agricultural practices into streams and ditches.
C. To provide nutrient offset and sell any resulting Nutrient Offset Credits to third parties in
the Tar -Pamlico River Basin, for development (both existing and proposed), or to offset
NPDES permitted wastewater nutrient sources requiring such mitigation or offset,.
II. LOCATION AND GEOGRAPHIC SERVICE AREA
A. The Geographic Service Area ("GSA") is the designated area wherein a Bank can
reasonably be expected to sell Nutrient Offset Credits for impacts requiring such mitigation
or offset.
B. The GSA for the Bank Parcel under this instrument is limited to the Tar -Pamlico River
Basin in the State of North Carolina, United States Geological Survey ("USGS") 8-digit
Hydrologic Unit Code ("HUC") 03020102.
C. Sale or transfer of Nutrient Offset Credits shall be limited to the 8-digit HUC 03020102 in
the Tar -Pamlico River Basin, in accordance with 15A NCAC 02B .0703, unless otherwise
authorized by the DWR in accordance with Session Law 2019-86.
D. Table 1 provides site -specific details of the Bank Parcel proposed under this Instrument.
Table 1.0 —Bank Parcel Details
Bank Parcel
Name/DWR
Project #
County
8-Digit
USGS
Hydrologic
Unit Code
Project
Location
Named Receiving
Stream
Primary
Land Use
Dead Tree
Phase B/
XXXX-
XXXX
Edgecombe
03020102
Whitakers
Fishing Creek &
Maple Swamp
Agricultural
Crops
1

IILAUTHORITIES
A. The Bank will be used to provide Nutrient Offset Credit in accordance with the
requirements in the DWR Authority document referenced herein as "Attachment A" and
attached to this Instrument.
B. Projects eligible for utilization of the credits are those requiring authorization under the
requirements of Attachment A and any new approved North Carolina General Statutes
(NCGS) and rules for the Tar -Pamlico Nutrient Management Strategy.
C. The selling of credits generated from the Bank Parcel approved under this Instrument, shall
be consistent with approved North Carolina ("State") statutes and rules for the Tar -Pamlico
Nutrient Management Strategy.
D. Mitigation/offset activities proposed under this Instrument and corresponding Bank Parcel
Development Package (BPDP) to generate Nutrient Offset Credits shall be consistent with
North Carolina ("State") statutes and rules for the Tar -Pamlico Nutrient Management
Strategy that are in place at the time a complete BPDP is submitted to DWR.
IV. ESTABLISHMENT OF BANK PARCEL
A. In accordance with 15A NCAC 02B .0295 and 15A NCAC 02B .0703, DWR has provided
a "Site Viability Letter" for the Bank Parcel proposed under this Instrument. The site
viability letter is not an approval of the site to generate Riparian Buffer Credits and Nutrient
Offset Credits but is a preliminary review of the Bank Parcel that details and confirms
existing land -use conditions, defines the riparian sites (Enhancement, Preservation, or
Restoration), and identifies features (streams, ditches, ponds, etc.) that meet general criteria
to be suitable to generate Riparian Buffer Credits and Nutrient Offset Credits. Table 2.0
below outlines when the Site Viability Letter was issued by NCDWR for the Bank Parcel
proposed under this instrument:
Table 2.0 — Site Viability Letter Details
Bank Parcel
NC DWR Site Visit
Viability Letter
Received
Viability Letter
Expiration Date
Dead Tree Phase B
December 20, 2020
January 5, 2021
May 14, 2021
May 14, 2023
B. A valid Site Viability Letter is required prior to submittal of the BPDP. Site Viability
Letters will either expire on the dates listed above or upon the submittal of an individual
As -Built Report to the DWR, whichever comes first. If a Site Viability Letter expires prior
to submittal of a complete BPDP as described in Section V to DWR, then the Sponsor must
submit a formal request to DWR for a new Site Viability Letter for that Bank Parcel.
C. The Bank Parcel proposed for inclusion under this Instrument shall require a BPDP be
submitted to, and approved by, the DWR prior to use of the Bank Parcel for nutrient offset

purposes or sale or transfer of any associated credits. The contents of the BPDP are
provided in Section V.
D. The BPDP submitted under this instrument will be placed on public notice and made
available for public commenting for 15 calendar days.
E. In general, the Sponsor expects all Nutrient Offset Credits to be generated through riparian
restoration.
F. Nutrient Offset Credit may be achieved on the Bank Parcel through restoration of the
riparian areas where agriculture is the predominant land use. Nutrient Offset Credits are
only attainable if the width of the restored riparian areas are at least fifty (50) feet as
measured perpendicular from tops of stream and ditch banks. The width of the restoration
area should begin at the most landward limit of the top of bank or the rooted herbaceous
vegetation (if present along streams) and extends landward a minimum of 50 feet and a
maximum of 200 feet on all sides of the surface waters. A conservation easement will be
secured to include the tops of all stream channel and ditch banks and will extend out a
maximum of 200 feet.
G. The Bank Parcel is expected to provide Nutrient Offset Credits in accordance with 15A
NCAC 02B .0703 and is expected to provide Nutrient Offset Credit as follows:
1. Converting agricultural land uses within riparian areas to non-agricultural land uses
by placing a perpetual conservation easement around riparian areas along streams
and ditches.
2. Planting hardwood trees or trees and shrubs on a Restoration Site as defined in 15A
NCAC 02B .0295 (b) adjacent to streams and primary ditches where agriculture
has been determined to be the predominant land -use.
3. Diffused flow will be maintained onsite. The Buffer Interpretation/Clarification
Memo #2008-019 may be applied where maintenance of diffuse flow onsite is
unattainable, see reference 4.
E. The total area of riparian restoration activities on the Bank Parcel is expected to be 124.38
acres.
V. BANK PARCEL DEVELOPMENT PACKAGE
A. The BPDP submitted under this Instrument shall be submitted to DWR for review and must
be approved by DWR prior to any construction on the Bank Parcel. The BPDP will
describe specifics related to any phasing of the Bank Parcel. The BPDP must describe any
changes that have occurred to the site between the date of the Site Viability Letter and the
date the BPDP is submitted to DWR. The BPDP shall include detailed information
consistent with the sections below concerning; 1) site location (8-digit HUC is required);
2) existing conditions with current photos; 3) proposed nutrient offset activities including
a detailed vegetation plan; 4) monitoring and maintenance plans; 5) financial assurances;
6) a Project Credit Table (see reference 6) associated buffer/nutrient credit calculations,
which shall include credit generation, service area, and accounting as appropriate for each
regulatory authority; 7) stream determination letter from DWR; 8) Site Viability Letter

from DWR, 9) service area figure for each mitigation type proposed under this Instrument;
and 10) all pertinent information including but not limited to permitting, bank stabilization,
culvert removal, installation of any utilities indirectly or directly affecting the Bank Parcel,
endangered or threatened species, presence of historical sites and an Environmental Data
Resources (EDR) report to evaluate environmental risk associated with the land proposed
for the Bank Parcel.
B. The Sponsor will obtain all applicable federal, state, and local documentation, permits, or
authorizations needed to construct and maintain the Bank Parcel. This Instrument does not
qualify as, or substitute for, such documentation, permit, or authorization.
C. Any restoration activities or proposed construction within stream channels, riparian buffers
and other riparian areas on the Bank Parcel to produce Nutrient Offset Credit must be
approved by DWR in writing prior to implementation. The failure of the Sponsor to
comply with this requirement may result in a revised or reduced credit release schedule for
the Bank Parcel.
D. Requests for deviation from the approved BPDP must be submitted to DWR in writing.
Written approval from the DWR must be received prior to implementing any deviation
from the approved BPDP.
Property Disposition & Long -Term Management for the Bank Parcel
E. Prior to the release of any credits, the Sponsor shall record permanent conservation
easements at the Edgecombe County Register of Deed's office that is sufficient to ensure
protection, operation and maintenance of restored riparian buffers and other riparian areas
in perpetuity.
F. The form of the conservation easement shall be consistent with the standards employed by
the State of North Carolina in the protection of restored riparian buffers and riparian areas
and shall be approved by the DWR prior to the release of any credits.
G. The Sponsor shall not grant additional easements, right of ways, or any other property
interest in or to the project areas, without prior approval from the DWR.
H. The Sponsor agrees to transfer or assign the conservation easement and its interests in
perpetuity to a qualified holder under NC General Statute ("GS") 121-34 et seq. and 170(h)
of the Internal Revenue Code prior to the submittal of the Year 4 Monitoring Report. The
holder shall be a land trust or stewardship program that will hold and enforce the
conservation easement and the interests in perpetuity. The Sponsor shall choose a land trust
or stewardship program that is accredited by the Land Trust Accreditation Commission
and/or has been approved by DWR. A land trust must be certified under 501(c)(3) of the
Internal Revenue Code.
I. In the event the Sponsor is also the owner of the underlying fee interest in the property, the
conveyance of the conservation easement to a land trust or stewardship fund must be
arranged at the outset of the approved BPDP.

Financial Assurances for Bank Parcel Development
J. Following approval of the BPDP, the Sponsor shall provide a Performance/Maintenance
Bond from a surety company that is rated no less than an "A-" as rated by A.M. Best, to
construct the Bank Parcel, in its entirety, according to the approved BPDP. It is the
Sponsor's responsibility to confirm that the surety company is rated no less than an "A-"
with each annual bond renewal.
K. The amount of the Performance Bond/s shall be 100% of the estimated cost for
implementation of the riparian restoration activities and other related activities for the
construction of the Bank Parcel as described in the approved BPDP. No bond shall be less
than $150,000.00 to cover construction costs.
L. Alternatively, in lieu of posting Performance Bonds, the Sponsor may elect to construct
the Bank Parcel, in its entirety, prior to the first credit release.
M. Once DWR has released all credits for completion of all items listed below, then the
Sponsor will be released from its performance obligations under the performance bond
required in Item J and K of this section:
1. Instrument and BPDP Approved by DWR, Conservation Easement Recorded,
Financial Assurance Posted;
2. Site Earthwork, Planting, and Installation of Monitoring Devices Completed;
3. As -Built Report as described in Section VI has been received by DWR; and
4. DWR has submitted a written approval of the As -Built Report
N. To comply with this section, DWR must be the Obligee on all performance bonds.
VI. POST CONSTRUCTION DOCUMENTATION
As -Built Report
A. The Sponsor agrees to perform all necessary work, in accordance with the provisions of
this Instrument and corresponding BPDP, to establish, maintain, and monitor Riparian
Buffers or other riparian areas until Item B (1) and (2) of Section X have been satisfied.
B. The Sponsor will submit an as -built plan and report for the Bank Parcel within 30 calendar
days after completing the establishment of the nutrient offset areas. The As -built Report
will be submitted to DWR and describe any deviation from the approved BPDP and will
document all the following:
1. Riparian restoration and planting details, invasive species control, confirmation of
fence installation if applicable, cattle exclusions if applicable, confirmation that all
easement boundary markers are installed, monitoring device locations, vegetation
plot locations, and photo point locations, as appropriate.

2. Boundary Survey of the conservation easement area, signed and sealed by a
licensed surveyor, including an inventory of the final nutrient offset areas in both
square feet and acres.
3. As -built map of the mitigated areas showing where riparian restoration was
performed and any deviations to the Bank Parcel from what was approved in the
BPDP.
4. Aerial map of the riparian restoration activities approved in the BPDP.
Financial Assurance for Bank Parcel Monitoring
C. After completion of the riparian restoration activities and construction on the Bank Parcel,
in its entirety, a separate Performance/Maintenance Bond will be secured for 100% of the
estimated cost to implement the monitoring and maintenance plan as described in the
approved BPDP and As -Built Report for the site. The Bond must be from a surety company
that is rated no less than an "A-" as rated by A.M. Best, and it is the Sponsor's responsibility
to confirm that the surety company is rated no less than an "A-" with each annual bond
renewal.
D. Each Performance/Maintenance Bond shall be secured each year for a minimum of five
years, and until DWR has released all Nutrient Offset Credits to the Sponsor. Upon DWR
approval, the bond may be lowered each year based on the adjusted cost to complete the
monitoring. No bond shall be less than $100,000 to cover monitoring and maintenance
costs initially.
E. Once DWR has released 100% of all credits for completion of all Bank Parcel milestones
described in Table 3 of Section VIII and in the corresponding BPDP, the Sponsor will be
released from its performance obligations under the performance bond required in "C-D"
of this Section.
F. To comply with this section, DWR must be the Obligee on all performance bonds.
Monitoring and Maintenance Reports
G. The Sponsor shall monitor the Bank Parcel, in its entirety as described in the BPDP until
such time as DWR determines that the performance standards described below have been
met. The monitoring period shall be a minimum of five consecutive years for the Bank
Parcel.
H. Performance Standards for Vegetation: Native hardwood trees or native hardwood tree
and shrub species should be planted at a density sufficient to provide 260 stems per acre
after five years. A minimum of four (4) native hardwood trees or four (4) native hardwood
tree and shrub species must be planted. No one species shall be greater than 50% of the
planted stems. A list of species for planting will be detailed in the BPDP for approval.
Some native hardwood tree volunteer species may be included to meet performance
standards as determined by the DWR.

I. A "stem" means a woody seedling, sapling, shrub or tree, no less than 10 centimeters in
height and shall apply, on this Bank Parcel, as the minimum height that a planted tree or
shrub shall be at initial planting. Volunteer stems that are less than 10 centimeters shall
not be quantified and included in the annual vegetation data included with the monitoring
reports.
J. If the performance standards of the vegetation are not met, supplemental plantings may be
required. Supplemental plantings will be utilized until the required densities have been
achieved and maintained for five years. Bank Parcel maintenance, such as ensuring diffuse
flow, managing invasive species, and pest control will be included in the BPDP.
K. Monitoring Reports for Nutrient Offset Credit: Reporting criteria of the vegetation
shall be based on the Carolina Vegetation Survey (CVS) — EEP Protocol for Recording
Vegetation Level 2 Plot Sampling only version 4.0 or any updated versions of this
protocol in place at the date of acceptance of the BPDP. The Sponsor shall submit an
annual monitoring report no later than December 31 of each year for a minimum of five
consecutive years after the first full growing season. This report will describe the
conditions of the Bank Parcel, including an evaluation of the performance standards of
the vegetation contained within the approved BPDP. Reports shall contain the following:
1. A U.S. Geological Survey map showing location of the Bank Parcel;
2. A detailed narrative with supporting photos summarizing the condition of the Bank
Parcel along with any maintenance or remediation performed that year; and
3. A map, survey, or other figure showing locations of sampling plots, permanent
photo points, location of transects, etc.; and
4. Monitoring data, including specific vegetative counts and heights showing that the
trees or tree and shrub species planted are meeting performance standards and
updated photographs; and
5. A copy of the most recent Bank credit/debit ledgers; and
6. Corresponding verification letters from designated local governments upon request;
and
7. Corresponding Mitigation Transfer Certificates upon request; and
8. Proof of performance bond renewal to cover the next monitoring year (when
applicable).
Contingency Plans/Remedial Actions
L. In the event the Bank Parcel fails to achieve the performance criteria described in this
Instrument and the approved BPDP, the Sponsor shall develop necessary contingency plans

in coordination with the DWR and implement appropriate remedial actions for the Bank
Parcel and the Bank. Depending on the degree of remedial actions required, the DWR may
modify the monitoring period.
VII. CALCULATION OF CREDITS
Nutrient Offset Credits
A. The square footage of Nutrient Offset Credits on the Bank Parcel is determined by applying
the applicable ratio as provided in 15A NCAC 02B .0295(m) for a Restoration Site
following the guidance provided in the Clarified Procedures for Calculating Buffer
Mitigation Credits and Nutrient Offset Credits issued by the DWR, including the most
recent Project Credit Table Template (see references 5 and 6 respectively). All riparian
areas proposed for Nutrient Offset Credits must be a minimum of 50 feet from the top of
the stream or ditch banks on land noted in a Site Viability Letter as agriculture.
B. Nutrient Abatement of Restored Riparian Area/Buffers on Agricultural lands: The Sponsor
and DWR agree to the following:
The pounds of nitrogen offset per acre of restored riparian areas/buffers shall be
2,273.02 pounds per acre or 19.16394 square feet per pound.
The pounds of phosphorus offset per acre of restored riparian areas/buffers shall be
146.40 pounds per acre or 297.54099 square feet per pound.
C. The Sponsor and DWR agree that the methodology and calculations for determining
nitrogen and phosphorus reduction, associated with restoration of riparian areas on this
Bank Parcel shall be fixed as part of the approval of this Instrument, with the fixed amount
not changing during the Bank Parcel Development or credit release schedule for the Bank
Parcel. For further details on the approved method and calculations for determining
nutrient reductions with the riparian restoration on this Bank Parcel, refer to the NCDWR
— Methodology & Calculations for Nutrient Reductions on the Bank Parcel document
found in reference 7.

VIII. CREDIT RELEASE SCHEDULE
A. Upon submittal of all appropriate documentation by the Sponsor, and subsequent approval
by DWR, it is agreed that Nutrient Offset Credits associated with the Bank Parcel will
become available to sell to a third party in accordance with the Credit Release Schedule in
Table 3.0.
Table 3.0 - Credit Release Schedule for Nutrient Offset Credits
Task
Project Milestone
% Credit
Available for
Sale
1
Instrument and BPDP Approved by DWR, Conservation Easement
Recorded*, Financial Assurance Posted
20
2
All Riparian Earthwork, Planting and Installation of Monitoring Devices
Completed, Easement Boundaries are marked, and all applicable permits
obtained. A site visit by DWR is required for this task.
20
3
Monitoring Financial Assurance Posted and Approval of As -Built Report
10
4
Monitoring Report #1: Approved by the DWR** & financial assurance
renewed
10
5
Monitoring Report #2: Approved by the DWR** & financial assurance
renewed
10
6
Monitoring Report #3: Approved by the DWR** & financial assurance
renewed
10
Item B (1) of Section X in this Instrument has been completed and
approved by DWR.
5
No remaining credits will be released until the conservation easement has
been assigned to an approved land trust or stewardship
Monitoring Report #4: Approved by the DWR** & financial assurance8
renewed
5
9
Monitoring Report #5: Approved by the DWR** and final site visit by
DWR has been conducted
10
Total
100%
* For specification, please see Section V in this Instrument
** DWR Approval provided upon a determination that the site is meeting success criteria contained within the
approved BPDP
B. DWR may modify the credit release schedule based on the information submitted or the
order in which required information is received. DWR will notify the Sponsor of any
modification to the credit release schedule.
C. Any major deviations to the Bank Parcel that were not authorized in writing by DWR prior
to implementation may affect the amount of nutrient offset credits that will be generated
by the Bank Parcel.

IX. PROCEDURE FOR DEBITING AND CREDITING
Credit Ledgers
A. The Sponsor shall maintain a credit ledger for each mitigation type for the Bank Parcel
under this Instrument: Credit ledgers shall provide the accounting for Nutrient Offset
Credits in pounds and square feet.
B. Each credit ledger shall be submitted on a separate 8 %-in X 11-in spreadsheet with legible
font style and font size. All ledgers shall be submitted using the templates provided in
Attachment B of this Instrument or any updated versions to these templates as provided by
DWR.
Credit Processing
C. Nutrient Offset Credits generated on this Bank Parcel will be used to offset nitrogen and
phosphorus nutrient loads within the 8-digit HUC 03020102 of the Tar -Pamlico River
Basin in accordance with 15A NCAC 02B .0703.
D. Credits must be calculated for the Bank Parcel using the most recent Project Credit Table
template, see reference 6, which is referenced in the guidance provided in the Clarified
Procedures for Calculating buffer Mitigation Credits and Nutrient Offset Credits letter
issued by the DWR, see reference 5.
E. The Sponsor shall obtain written verification of nutrient offset need from a designated local
government within the 03020102 HUC of the Tar -Pamlico River Basin, or from DWR
through an approved NPDES permit for wastewater nutrient sources, prior to debiting
Nutrient Offset Credits from the Bank Parcel.
F. All credit and debit transactions for the Bank Parcel under this Instrument shall be
accurately depicted in the credit ledgers. The Sponsor shall provide DWR up-to-date credit
ledgers for the Bank Parcel by the tenth (10th) of each month. At a minimum and upon
request, DWR shall receive a hard copy of updated credit ledgers along with the
corresponding Mitigation Credit Transfer Certificates ("Certificate") and all corresponding
letters from the designated local governments or DWR where applicable, once a year.
Notification of all credit sales shall be provided to DWR until all credits that have been
released have been sold.
Mitigation Credit Transfer Certificates
G. All credit sales will include a Mitigation Credit Transfer Certificate ("Certificate") that is
required to be provided to the buyer of Riparian Buffer and/or Nutrient Offset credits, that
will include, at a minimum, the following information:
1. Bank Details: (1) Sponsor Name, (2) Bank Parcel name as it appears in this
Instrument, (3) DWR project number for the BPDP as it appears in Table 1.0.

2. Credit Details: (1) date of receipt, (2) identify if full or partial payment, (3-when
applicable) amount of nitrogen Nutrient Offset Credits purchased in pounds and
confirmation from the designated local government or DWR of the amount
required, and (4-when applicable) amount of phosphorus Nutrient Offset Credits
purchased in pounds and confirmation from the designated local government or
DWR of the amount required.
3. Permitted Project Details: (1) project name as it appears on DWR or local
government permits and/or certifications, (2) 8-digit HUC, (3) river basin, (4)
nutrient strategy applicable to the project with impacts, (5 — when applicable)
designated local government or DWR requiring Nutrient Offset Credits.
H. If the DWR determines that the Bank is operating at a deficit (e.g., the Sponsor is selling,
leasing and/or transferring credits that are not available), or the Bank is selling or
transferring credits out of compliance with statutes, rules or this Agreement, the
sale/transfer will immediately cease, and the DWR, in consultation with the Sponsor, will
determine what remedial actions are necessary.
X. BANK PARCEL CLOSURE
A. Bank Parcel Closure shall be identified as the event when the Sponsor is relieved of all its
responsibilities to the Bank Parcel and there are no Nutrient Offset Credits left to sell.
B. Bank Parcel Closure shall commence only after all the following events have occurred:
1. Transfer or assign the conservation easement and all its interests, in perpetuity, to
a land trust or stewardship program as described in Section V of this Instrument.
2. All five years of monitoring completed, and all monitoring reports submitted and
approved by DWR.
3. All credits have been released and debited and updated ledgers showing zero credit
balances have been submitted and approved by DWR.
XI. GENERAL PROVISIONS FOR THE BANK PARCEL
A. Upon the presentation of proper credentials, and during normal business hours, the Sponsor
and the landowner shall grant permission to the Director of DWR, and/or an authorized
representative of the Director of DWR, to enter the property containing the Bank Parcel.
B. Amendments: This Banking Instrument may be amended or modified only with written
approval of all signatory parties.
C. Any transfer of the Sponsor's rights or obligations outlined in this Instrument or any other
agreement referenced in this Instrument to a third party must be approved by DWR prior
to the transfer.

D. Force Majeure: After 100% of all the credits have been released according to the credit
release schedule in Section VIII and confirmation has been received by the DWR that the
Conservation Easement has been successfully assigned in compliance with Item H of
Section V, the Sponsor will not be responsible for Bank failure that is attributed to natural
catastrophes including but not limited to flood, drought, disease, regional pest infestation,
etc. that are beyond the control of the Sponsor.
E. However, if an event occurs before 100% of all the credits have been released according to
the credit release schedule in Section VIII, the Sponsor shall take remedial action to restore
the property to its condition prior to the event, in a manner sufficient to provide adequate
offset and mitigation to cover credits that were sold prior to the occurrence of the event.
Such remedial action shall be taken by the Sponsor only to the extent necessary and
appropriate, as determined by DWR and the Sponsor.
DWR must concur in writing that a force majeure event has occurred for this provision to apply.
F. Oversight: Actions taken by DWR may include, but are not limited to, the following:
1. Site visits,
2. Issuance of Site Viability Letters,
3. BPDP review and approval of items listed in Section V of this Instrument,
4. As -Built Report review and approval of items listed in Section VI of this
Instrument,
5. Monitoring Report review and approval of items listed in Section VI of this
Instrument,
6. Credit Ledger review and approval of items listed in Section IX of this Instrument,
7. Certificate review of items listed in Section IX of this Instrument and cross analysis
to credit ledgers and,
8. Information requests, file reviews and audits.
Reports, ledgers, files, and other information shall be made available to DWR upon request, unless
otherwise specified in this or any other document.
G. Validity of the Banking Instrument: This Instrument will become valid on the date of the
last party's signature.
H. 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 Instrument by reference, and that are not
legally binding, the specific language within the Instrument shall be controlling.

I. Any disputes over decisions regarding this Instrument, shall be referred to the Director of
DWR for a decision. The Director's decision is subject to review as provided in Articles
3 and 4 of G.S. 150B.
J. This Agreement shall be binding upon the parties and is entered into knowingly,
intelligently, and voluntarily.
K. Notices: All notices and other communications which may be or are required to be given
or made by any party to the other shall be in writing and shall be deemed to have been
properly given and received on the date delivered in person, received via electronic mail,
or deposited in the United States mail, registered or certified, return receipt requested, to
the addresses set out below, or at such other addresses as specified by written notice
delivered in accordance herewith.
If to Sponsor:
If to DWR:
Restoration Systems, LLC
Attn: Barrett Jenkins
1101 Haynes Street, Suite 211
Raleigh, NC 27605
NC Division of Water Resources — 401 & Buffer Permitting Branch
Attn: Nutrient Offset Banking Coordinator
1617 Mail Service Center
Raleigh, NC 27699-1617

L. Applicable Law: This Agreement shall be construed under the laws of the State of North
Carolina.
RESTORATION SYSTEMS, LLC
By: (Print)
(Signature)
Title:
Date:
NORTH CAROLINA DEPARTMENT OF ENVIRONMENTAL QUALITY -DIVISION OF
WATER RESOURCES
By: (Print)
(Signature)
Title:
Date:

ATTACHMENT A — Division of Water Resources Authority Document

ATTACHMENT B — Ledger Templates

Restoration Systems, LLC - Dead Tree Phase B Nutrient Offset Banking Instrument (MBI) Dead Tree
Phase B Bank Parcel / Tar -Pamlico 03020102 Nitrogen Offset Credit Ledger
Date Last Updated: 00/00/0000
DWR # XXXX-XXXX
Total Credits Released to Date:
Date Paid
Purchaser or UMBI Task Completed
Project w/HUC #
Credits ReleasedlAvailable to
Bank
Credits Debited/Sold from
Bank
Nutrient Credit Balance
Local Gov't
Pounds of
Acres
Pounds of
Acres
Pounds of
Acres
Nitrogen
Nitrogen
Nitrogen
00/00/0000
0.00
0.00
0.00

Restoration Systems, LLC - Dead Tree Phase A Nutrient Offset Banking Instrument (MBI) Dead Tree Phase A Bank
Parcel / Tar -Pamlico 03020103 Phosphorus Offset Credit Ledger
Date Last Updated: 00/0010000
DWR # XXXX XXXX
Total Credits Released to Date:
Date Paid
00/00/0000
Purchaser or UMBI Task Completed
Project w/HUC #
Credits Released/Available to Credits Debited/Sold from Bank Nutrient Credit Balance
Bank
Pounds of
Phosphorus
Acres
0.00
Pounds of
Phosphorus
Acres
Pounds of
Phosphorus
0.00
Acres
0.00
Local Gov't