20201942 Ver 2_Draft UMBI 10-15-2021_20211015

ID#* 20201942
Select Reviewer:
Katie Merritt
Initial Review Completed Date 11/03/2021
Mitigation Project Submittal - 10/15/2021
Version* 2
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
Contact Name:*
Andrea Eckardt
Project Information
ID#:* 20201942
Existing ID#
Project Type: DMS Mitigation Bank
Project Name: Cox Pond Mitigation Site
County: Wayne
Document Information
O Yes O No
Email Address:*
[e-mail]
Version:* 2
Existing Version
Mitigation Document Type:*
Mitigation Bank Instrument
File Upload: Cox Pond and OBerry Draft UMBI 10.15.2021.pdf 348.2KB
Please upload only one PDF of the complete file that needs to be submitted...
Signature
Print Name:* Andrea Eckardt
Signature: *
K-1�4

AGREEMENT TO ESTABLISH THE COX POND AND O'BERRY ROAD UMBRELLA MITIGATION BANKING
INSTRUMENT IN THE NEUSE RIVER BASIN FOR NUTRIENT OFFSET AND RIPARIAN BUFFER MITIGATION
CREDITS PURSUANT TO THE NEUSE RIVER BASIN NUTRIENT MANAGEMENT STRATEGY
TABLE OF CONTENTS
I.
PREAMBLE...........................................................................................................................................2
II.
LOCATION AND GEOGRAPHIC SERVICE AREA.....................................................................................
2
III.
AUTHORITIES.......................................................................................................................................3
IV.
ESTABLISHMENT OF BANK PARCELS...................................................................................................
3
V.
Pre -Construction Documentation.......................................................................................................5
VI.
POST CONSTRUCTION DOCUMENTATION..........................................................................................
7
VII.
CALCULATION OF CREDITS................................................................................................................
10
VIII.
CREDIT RELEASE SCHEDULE..............................................................................................................
12
IX.
PROCEDURE FOR DEBITING AND CREDITING....................................................................................
13
X.
BANK PARCEL CLOSURE.....................................................................................................................
15
XI.
GENERAL PROVISIONS.......................................................................................................................
15
ATTACHMENTS
A - Division of Water Resources Authority Document
B —Ledger Templates
C- Project Credit Table (example)
1. Nutrient Offset Payment Rule:
htto://rer)orts.oah.state.nc.us/ncac/title%2015a%20-%20envi ronmental%20auaIity/chapter%2002%20
%20environmenta1%20management/subchapter%20b/15a%20ncac%2002b%20.0703.pdf
2. Riparian Buffer Mitigation Rule:
http://reports.oah.state.nc.us/ncac/title%2015a%20-%20envi ronmental%20guaIity/chapter%2002%20-
%20environmental%20management/subchapter%20b/15a%20ncac%2002b%20.0295.pdf
3. NC Session Law 2019- 86 " Nutrient Offset Credits":
https://ncleg.gov/Enacted Legislation/SessionLaws/HTML/2019-2020/SL2019-86. html
4. Buffer Interpretation/ Clarification # 2008- 019 for diffuse flow:
https://fi les. nc.gov/ncdeq/Water%20Quality/Surface%20Water%20Protection/401/Buffer%20CIarification%2
OMemos/Diffuse-Flow-for-Buffer-Mitigation-Sites-Buffer-Clarification-Memo-20080819.pdf
5. Clarified Procedures for Calculating Buffer Mitigation Credits and Nutrient Offset Credits (November
2019):
https://fi les. nc.gov/ncdeq/Water%20Qua I ity/Surface%20Water%20Protection/401/Mitigation/Issues---
Resolutions-Ver-1.0-buffer-m itigation-nutrient-offset. pdf
6. NCDWR — Methodology and Calculations for Nutrient Reductions on the Bank Parcel:
https://fi les. nc.gov/ncdeq/Water%20QuaI ity/Planni ng/N PU/Nutrient%20Offset%20Rule/Ag- Buff er-Credit. pdf
1

I. PREAMBLE
This Umbrella Mitigation Banking Instrument ("Instrument") regarding the establishment, use,
operation, and maintenance of the Cox Pond Bank Parcel and O'Berry Road Bank Parcel ("Bank
Parcels") to provide Neuse Riparian Buffer mitigation credits ("Riparian Buffer Credits") and Neuse
Nutrient Strategy nutrient load reduction credit ("Nutrient Offset Credits") is made and entered into
by and among Wildlands Holdings III, LLC acting 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 the Consolidated Mitigation Rule 15A NCAC
02B .0295, which became effective on April 1, 2020 and November 1, 2015 respectively (Reference
Numbers 1 and 2).
The purpose of the Bank is:
A. To restore, enhance, and preserve riparian vegetation adjacent to streams and agricultural
ditches with the intent to improve water quality, reduce nutrient loads, enhance flood
attenuation and restore wildlife habitat along unnamed tributaries and ditches within the
Neuse River Basin.
B. To convert agricultural land uses within riparian areas adjacent to streams and/or 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 buffer mitigation and nutrient offsets and sell any resulting Riparian Buffer Credits
and/or Nutrient Offset Credits to third parties in specific areas within the Neuse 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 Riparian Buffer Credits and/or Nutrient Offset Credits for impacts due to
development activities.
B. The GSA for these Bank Parcels is limited to the United States Geological Survey ("USGS") 8-digit
Hydrologic Unit Code ("HUC") 03020201 of the Neuse River Basin, excluding the Falls Lake
Watershed.
C. Sale or transfer of Riparian Buffer Credits shall be limited to the 8-digit HUC 03020201 in the
Neuse River Basin, excluding the Falls Lake Watershed, unless otherwise authorized by the DWR
or delegated local government in accordance with 15A NCAC 02B .0295.
D. Sale or transfer of Nutrient Offset Credits shall be limited to the 8-digit HUC 03020201 in the
Neuse River Basin, excluding the Falls Lake Watershed in accordance with 15A NCAC 02B .0703,
unless otherwise authorized by the DWR in accordance with Session Law (S.L.) 2019-86
2

Table 1.0 — Site -specific Details
Bank
8-Digit USGS
DWR
Named
Primary
Parcel
County
Hydrologic
ID #
Project Location
Receiving
Land Use/s
Name
Unit Code
Stream
35.2376274° N
Neuse
2020-
Brooks
Cox Pond
Wayne
and 78.0826601'
Agriculture
03020201
1942v2
Swamp
O'Berry
Neuse
2021-
35.267644' N and
Brooks
Wayne
Agriculture
Road
03020201
0019v2
78.073667° W
Swamp
III. AUTHORITIES
A. The Bank will be used to provide Riparian Buffer Credit and/or 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 ("State") statutes and rules
for the Neuse Nutrient Sensitive Waters Management Strategy.
C. The selling of credits generated from the Bank Parcel approved under this Instrument shall be
consistent with approved State statutes and rules for the Neuse Nutrient Sensitive Waters
Management Strategy.
D. Buffer mitigation and nutrient offset activities proposed under this Instrument and corresponding
Bank Parcel Development Packages (BPDPs) to generate Riparian Buffer Credits and Nutrient
Offset Credits shall be consistent with State statutes and rules for the Neuse Nutrient Sensitive
Waters Management Strategy that are in place at the time a complete BPDP is submitted to DWR.
IV. ESTABLISHMENT OF BANK PARCELS
A. In accordance with 15A NCAC 02B .0295 and 15A NCAC 02B .0703, DWR has provided a "Site
Viability Letter" for the Bank Parcels 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 a Site Viability Letter was
issued by DWR for the Bank Parcels proposed under this Instrument:
3

1
Table 2.0—Site Viability Letter Details
Bank Parcel
NC DWR Site
Evaluation
Viability Letter
Received
Viability Letter
Expiration Date
Cox Pond
April 15, 2021
May 19, 2021
May 19, 2023
O'Berry Road
July 7, 2021
July 31, 2021
July 31, 2023
C. A valid Site Viability Letter is required prior to submittal of each BPDP. Site Viability Letters will
either expire on the dates listed in the table above or upon 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.
D. The Bank Parcels proposed for inclusion under this Instrument shall each require a BPDP be
submitted to, and approved, by the DWR prior to use of the individual Bank Parcels for buffer
mitigation and nutrient offset purposes or the sale or transfer of any associated credits. The
contents of the BPDP are provided in Section V.
E. BPDPs submitted under this instrument will be placed on public notice and made available for
public commenting for 15 calendar days.
F. In general, Riparian Buffer Credit may be achieved on these Bank Parcels through restoration
of DWR riparian buffers asthey are defined in 15A NCAC 02B .0233, and other riparian areas
as allowed per 15A NCAC 02B .0295 (n) and (o) where applicable. Riparian buffer credits are
only attainable if the width of the riparian areas are at least 20 feet from tops of banks along
streams and at least 30 feet from tops of banks along viable ditches when measuring
perpendicular and landward from features. Riparian buffer credits are attainable to a
maximum of 200 feet from tops of banks of streams and a maximum of 50 feet from tops of
banks of viable ditches. The viability of features to generate riparian buffer credit is provided
in the Site Viability Letters for the Bank Parcels and referenced in Table 2.0 of this Instrument.
G. The Bank Parcels are intended to provide Neuse Riparian Buffer Mitigation as follows:
1. Planting hardwood trees on a Restoration Site as defined in 15A NCAC 02B .0295 (b)
adjacent to viable streams and ditches
2. Performing minor bank stabilization and grading where bank stability is compromised
and where erosional rills, sink holes and gullies are observed.
3. Maintaining a Preservation Site, as defined in 15A NCAC 02B .0295(b) by placing a
conservation easement around riparian areas along streams as allowed per 15 NCAC 02B
.0295(o).
4. Diffused flow will be maintained onsite. The Buffer Interpretation/Clarification
Memo #2008-019 may be applied where maintenance of diffuse flow onsite is
unattainable
M

H. Nutrient Offset Credit may be achieved on the Bank Parcels through restoration of the riparian
areas adjacent to streams and ditches where agriculture was determined by DWR to be the
predominant land use. On the Bank Parcels, the width of the riparian restoration area will begin
at the top of bank or the rooted herbaceous vegetation 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 channel and ditch banks and will extend out a maximum of
200 feet from streams and viable ditches. The viability of features to generate nutrient offset
credit is provided in the Site Viability Letters for the Bank Parcels and referenced in Table 2.0
of this Instrument.
I. The Bank Parcel is expected to provide Nutrient Offset Credits 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
viable ditches in accordance with 15A NCAC 02B .0703 (g).
2. Planting hardwood trees on a Restoration Site as defined in 15A NCAC 02B .0295 (b)
adjacent to streams and viable ditches where agriculture has been determined by DWR
to be the predominant land use.
I. The total area of riparian restoration activities on the Cox Pond Bank Parcel is expected to be
approximately 22.3 acres and 19.48 acres on the O'Berry Road Bank Parcel.
V. PRE -CONSTRUCTION DOCUMENTATION
Bank Parcel Development Package
A. The BPDPs 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 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 buffer mitigation and nutrient offset activities including a detailed
vegetation plan; 4) monitoring and maintenance plans; 5) financial assurances; 6) A Project Credit
Table (see Attachment C) showing associated buffer /nutrient credit calculations, which shall
include credit generation, service area, and accounting as appropriate for each regulatory
authority; 7) stream buffer 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.
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.
61

C. Any restoration activities or proposed construction within the stream channels, riparian buffers
and other riparian areas on the Bank Parcel to produce Riparian Buffer Credit and/or 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.
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
E. Prior to the release of any credits, the Sponsor shall record permanent conservation easements
at the Wayne County Register of Deed's office that is sufficient to ensure protection, operation,
and maintenance of restored riparian buffers and other riparian areas for the duration specified
in the approved BPDPs.
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 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 prior
to the end of the fourth year monitoring period. 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 Performance/Maintenance Bonds from
a surety company that is rated no less than an "A-" as rated by A.M. Best, to construct the sites
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.
0

K. The amount of the Performance Bond shall be 100% of the estimated cost for implementation of
the riparian restoration 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 a Performance Bond, the Sponsor may elect to construct the Bank
Parcel prior to the first credit release.
M. Once DWR has released all credits for completion of all items listed below, then the Bank 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. Mitigation Site Earthwork and 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 Neuse Riparian Buffers
or other riparian areas until Items B (1) and (2) of Section X have been satisfied.
B. Within 30 calendar days after completing the establishment of the buffer mitigation and nutrient
offset areas, the Sponsor will submit written notification to DWR documenting that all buffer
mitigation and nutrient offset activities have been completed. Failure to submit written
notification within 30 days may result in a modified credit release schedule or a delay in the
issuance of credit releases. Notification shall include all the following:
1. Short summary of activities completed as required per the approved BPDP;
2. Figures representing all riparian restoration, riparian enhancement and riparian
preservation activities where applicable;
3. Figures representing location of all monitoring plots installed;
4. Detailed planting plan- including type of species planted, density of species planted, and
any modifications to the planting plan from what was approved in the BPDP;
5. Description of how the conservation easement boundaries were marked; and
6. Any major changes to the conservation easement boundary or to the amount of Riparian
Buffer Credits and/or Nutrient Offset Credits from what was proposed in the approved
BPDP.
7

C. The Sponsor will submit an as -built plan and report to the DWR for the Bank Parcel after
completing the establishment of the buffer mitigation and nutrient offset areas. Each As -Built
report will describe any deviation from the approved BPDP and will document all the following:
1. Riparian restoration and enhancement planting details and other construction activities
that were required in the BPDP, confirmation that all boundary markers are installed,
invasive species control, monitoring device locations, vegetation plot locations, and photo
point locations.
2. Boundary Survey of the conservation easement area, signed and sealed by a licensed
surveyor, including an inventory of the final mitigation areas for Riparian Buffer Credits
and Nutrient Offset Credits in both square feet and acres.
3. As -built map of the buffer mitigation and nutrient offset areas showing where riparian
activities were performed and any deviations to the Bank Parcel from what was approved
in the BPDP.
4. Aerial map of the buffer mitigation and nutrient offset areas that was included in the
approved BPDP.
Financial Assurance for Monitoring and Maintenance
D. After completion of the riparian restoration and mitigation activities on the Bank Parcel, 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. 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 the surety company is still rated no less
than an "A-" with each annual bond renewals.
E. A Performance/Maintenance Bond shall be secured each year for a minimum of five years, and
until DWR has released all Riparian Buffer Credits and Nutrient Offset Credits to the Bank 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.
F. Once DWR has released 100% of all credits for completion of all Bank Parcel milestones described
in Table 3 of Section Vill, the Bank Sponsorwill be released from its performance obligations under
the performance bond required in C and D in this section.
G. To comply with this section, DWR must be the Obligee on all performance bonds.
Monitoring and Maintenance Reports
H. The Sponsor shall monitor the Bank Parcel 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 each Bank Parcel.

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. Native hardwood tree volunteer species
may be included to meet performance standards as determined by the DWR.
J. A "stem" means a woody seedling, sapling, shrub or tree, no less than 10 centimeters in height
and shall apply, on the Bank Parcels, to 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.
K. 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 diffused flow, managing
invasive species, and pest control will be included in the BPDP.
L. Monitoring Reports for Riparian Buffer Credit & 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 to the DWR 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 for each Bank Parcel under this instrument. Vegetation data shall not be
collected prior to late August of each year. 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 figures showing locations of sampling plots, permanent photo
points, and location of transects, Etc.; and
4. Monitoring data, including specific vegetation 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 lodgers; 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
M. In the event a Bank Parcel fails to achieve the performance criteria described in this Instrument
and in the approved BPDP, the Bank Sponsor shall develop necessary contingency plans in
coordination with the DWR and implement appropriate remedial actions for the Bank Parcels and
9

the Bank. Depending on the degree of remedial actions required, the DWR may modify the
monitoring period.
VII. CALCULATION OF CREDITS
Riparian Buffer Credits
A. All Riparian Buffer Credits shall be determined based on the ratios and percentages provided in
15A NCAC 02B .0295 (m) and (n) following the guidance provided in the Clarified Procedures for
Calculating Buffer Mitigation Credits and Nutrient Offset Credits letter issued by the DWR, see
reference #5, including the most recent Project Credit Table Template (see Appendix C) provided
online.
B. Riparian buffer restoration and enhancement on the Bank Parcels, as described in 15A NCAC 02B
.0295(n) and defined in 15A NCAC 02B .0295 (b) that is performed on agriculture lands within the
Bank Parcel, may be used for either Riparian Buffer Credit or Nutrient Offset Credit, but not both.
C. Riparian Buffer Credit is defined as one (1) buffer credit per one square foot or 43,560 buffer
credits per one acre.
Nutrient Offset Credits
D. The square footage of Nutrient Offset Credits on the Bank Parcel will be 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 see reference #5, including the most recent Project
Credit Table Template provided online. 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
E. Nutrient Abatement of Restored Riparian Area/Buffers on agricultural land: The Sponsor and DWR
agree:
1. The pounds of nitrogen offset per acre of restored riparian areas/buffers on agricultural
land shall be 2,273.02 pounds per acre or 19.16394 square feet per pound.
F. The Sponsor and DWR agree that the methodology and calculations for determining nitrogen
reductions, associated with restoration of riparian areas on these Bank Parcels as described in
Section IV of this Instrument, 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 unless the viability letter for that Bank Parcel has expired. For further details on the
approved method and calculations for determining nutrient reductions associated with the
riparian restoration on this Bank Parcel refer to the NCDWR - Methodology & Calculations for
Nutrient Reductions document found in reference number 6.
10

This space left blank intentionally, do not add text to this space.
11

Vill. CREDIT RELEASE SCHEDULE
A. Upon submittal of all appropriate documentation by the Sponsor, and subsequent approval by
DWR, it is agreed that the Riparian Buffer Credits and Nutrient Offset Credits associated with the
Bank Parcels will become available for sale to a third party in accordance with the Credit Release
Schedule in Table 3.0 below:
Table 3.0 - Credit Release Schedule for Riparian Buffer and Nutrient Offset Credits
Credit
Available for
Task
Project Milestone
Sale
Instrument and BPDP Approved by DWR, Conservation Easement
1
Recorded*, and Financial Assurance Posted
20
All Riparian Earthwork & Mitigation Activities, Planting and
Installation of Monitoring Devices completed, easement boundaries
2
adequately marked, all applicable permits obtained, site visit
20
performed by DWR
Monitoring Financial Assurance Posted and Approval of As -Built
3
Report
10
Monitoring Report #1: Approved by the DWR** & financial
4
assurance renewed
10
Monitoring Report #2: Approved by the DWR** & financial
5
assurance renewed
10
Monitoring Report #3: Approved by the DWR** & financial
6
assurance renewed
10
Item B (1) of Section X in this Instrument has been completed and
7
approved by DWR
5
No remaining credits will be released until Task 7 has been satisfied, assigning the
conversation easement to an approved land trust or long-term steward.
Monitoring Report #4: Approved by the DWR** & financial
8
assurance renewed
5
Monitoring Report #5: Approved by the DWR** and final site visit
9
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 performance
standards contained within the approved BPDP
B. DWR may modify Credit Release Schedules 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.
Any major deviations to the Bank Parcel that were not authorized in writing by DWR prior to
implementation may affect the amount of riparian buffer credits and nutrient offset credits that
will be generated by the Bank Parcel.
12

IX. PROCEDURE FOR DEBITING AND CREDITING
Credit Ledgers
A. The Bank Sponsor shall maintain one credit ledger for each mitigation type for the Bank Parcel
under this Instrument: Credit ledgers shall provide the accounting for Riparian Buffer Credits in
square feet and acres and Nutrient Offset Credits in pounds and square feet.
B. Each credit ledger shall be submitted on a separate 8 % in. x 11in. 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. Credits must be calculated for the Bank Parcel using the most recent Project Credit Table template
see Attachment C 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.
D. Riparian Buffer Credits generated on these Bank Parcels will be used to provide mitigation for
authorized buffer impacts within the 03020201 HUC of the Neuse River Basin according to 15A
NCAC 02B .0295 (f) and (g), excluding the Falls Lake Watershed.
Nutrient Offset Credits generated on these Bank Parcels will be used to offset nitrogen nutrient
loads within the 03020201 HUC of the Neuse River Basin, excluding the Falls Lake Watershed, in
accordance with 15A NCAC 02B .0703.
Available Riparian Buffer Credits (credits that have been released by DWR but not sold by the
Sponsor) that are generated from riparian restoration on agricultural land and meet criteria for
nutrient offset credits as outlined in Section VII of this Instrument, the Site Viability Letter and the
corresponding BPDP can be converted from Riparian Buffer Credits into Nutrient Offset Credits
upon written approval from DWR. Once a credit has been converted to another credit type, the
transaction is permanent, and the credit cannot be converted again.
G. Available Nutrient Offset Credits (credits that have been released by DWR but not sold by the
Sponsor) that are generated from riparian restoration within 0-100' from tops of stream banks
and meet criteria for riparian buffer credits as outlined in Section VII of this Instrument, the Site
Viability Letter, 15A NCAC 02B .0295 and the corresponding BPDP can be converted from Nutrient
Offset Credits to Riparian Buffer Credits upon written approval from DWR. Once a credit has been
converted to another credit type, the transaction is permanent, and the credit cannot be
converted again.
H. Any Credit conversions must be calculated using the guidance provided in the Clarified Procedures
for Calculating Buffer Mitigation Credits and Nutrient Offset Credits letter issued by the DWR, see
reference #5.
13

I. The Bank Sponsor shall obtain written verification of nutrient offset need from a designated local
government in the 03020201 HUC of the Neuse River Basin outside of the Falls Lake Watershed,
or from DWR through an approved NPDES permit for wastewater nutrient sources prior to
debiting Nutrient Offset Credits from the Bank Parcel.
J. The Bank Sponsor shall obtain verification of buffer mitigation required from the delegated local
government in the 03020201 HUC of the Neuse River Basin outside of the Falls Lake Watershed
or DWR prior to debiting Riparian Buffer Credits from the Bank Parcel.
K. All credit and debit transactions for each Bank Parcel under this Instrument shall be accurately
depicted in the credit ledgers. The Sponsor shall submit accurate and up-to-date credit ledgers
for each Bank Parcel by the 10th of each month. At a minimum and only upon request, DWR shall
receive a hard copy of updated credit ledgers along with corresponding Mitigation Credit Transfer
Certificates 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
L. 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 and,
(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, and (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) the amount of Riparian Buffer Credits purchased in square feet and
the confirmation from DWR or the local government of the amount required.
3. Permitted Project Details: (1) project name and project number 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 requiring Nutrient Offset Credits, and/or (6) DWR or delegated local
government requiring Riparian Butter Credits for this project.
M. If the DWR determines the Bank is operating at a deficit (e.g. the Sponsor is selling and/or
transferring credit that is not available), or the Bank is selling or transferring credits out of
compliance with statutes, rules or this Agreement, the sale/transfer of credits will immediately
cease, and the DWR, in consultation with the Sponsor, will determine what remedial actions are
necessary.
14

X. BANK PARCEL CLOSURE
A. Bank Parcel Closure for each Bank Parcel under this Instrument shall be identified as the event
when the Sponsor is relieved of all its responsibilities to the Bank Parcel and there are no Riparian
Buffer Credits or Nutrient Offset Credits left to sell.
B. Bank Parcel Closure shall commence only after all 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
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, or an authorized representative of
the Director of DWR to enter the property containing the Bank Parcel(s).
B. Amendments: This Banking Instrument maybe 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 in accordance with 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 in accordance with
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 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,
15

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 listen in Section VI of this Instrument,
6. Credit Ledger review and approval of items listen 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 this Instrument: This Instrument will become valid on the date of the last party's
signature.
H. Specific Language of this 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 communication 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 email with a delivery receipt requested, 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 Bank Sponsor: 1430 South Mint Street, Suite 104
Charlotte, NC 28203
Attn: John Hutton
[e-mail]
If to DWR: NC Division of Water Resources —401 & Buffer Permitting Branch
Attn: Nutrient Offset and Buffer Banking Coordinator
1617 Mail Service Center
Raleigh, NC 27699-1617
16

N. Applicable Law: This Agreement shall be construed under the laws of the State of North Carolina.
Wildlands Holdings III, LLC
By: John Hutton (Print)
(Signature)
Vice President of Wildlands Engineering,
Title: Member of Wildlands Holdings III, LLC
Date:
NORTH CAROLINA DEPARTMENT OF ENVIRONMENTAL QUALITY -DIVISION OF WATER RESOURCES
By:
Title:
Date:
17
(Print)
(Signature)