20150072 Ver 1_Emails_20150312 (2)

Steenhuis, Joanne
From:
Steenhuis, Joanne
Sent:
Thursday, March 12, 2015 11:48 AM
To:
'Jason Houston'
Cc:
'Greer, Emily C SAW'
Subject:
RE: Reserve on Island Creek
http: / /www.ncdot.gov /doh /operations /dp chief eng /roadside /fieldops /downloads/
Jason, I have copied the DOT website that has a BMP manual down at the bottom of the list in
section 4.2 it discusses install pipes in streams. I need to know the width of the stream vs
the size of the pipe. If the pipe is wider that the stream you may need to have a baffle
installed in the pipe in order for the stream to remain at the same width it is now and the
second pipe be installed higher to accept the flood waters.
The drawings that you have in the application has them at the same elevation and we have had
issues with this in the past.
- - - -- Original Message---- -
From: Jason Houston [mailto:ihouston(@bizec.rr.com]
Sent: Thursday, March 12, 2015 11:24 AM
To: Steenhuis, Joanne
Subject: Reserve on Island Creek
Joanne,
What I had in the file didn't show the information that I thought it did.... So I am getting
in touch with the Owners and having them send me that info. Hopefully I will get that to you
today. Thanks.
Jason Houston, PE
Parker & Associates, Inc
Jacksonville NC, 28540
Firm License Number F -0108
910 - 455 -2414 - Office
910 - 455 -3441 - Fax
1

LIMITED LIABILITY COMPANY
PR STING AGRFFNIFN'.[,'
01"
IC3 Patmers, LL C,
A North Carolia Lit-rdted Liability C ornpany
Dateo as of Septernber. 3, 2014

LIMITED LIABILITY COMPANY
OPERATING AGREEMENT
This Operating Agreement (the "Agreement") is made and entered into and effective as of
This 3rd day of September, 2014, by and among A. Sydes Construction, Inc., a North
Carolina corporation, (hereinafter referred to as "Member A"), Parks Family Forestry,
1.1,C, a North Carolina limited liability company (hercinafter referred to as "Member
B"), Coleman Parks (hereinafter referred to as "Member C" and with Members A, 13, and
C hereinafter refien-ed to collectively as the "Meinbers") and IC3 Partners, LLC, a North
Carolina Limited Liability Company {hereinafter referred to as the 'TLC").
WHEREAS, the LLC was formed under the laws of the State of North Carolina
by the filing of its Articles of Organization filed on June 2, 20114 with the North Carolina
Secretary of State (hereinafter referred to as "Articles of Organization"); and
WHEREAS, the Members desire to adopt this Agreement to set forth their
respective rights, duties, and responsibilities with respect to (lie LLC and its business and
allairs;
NOW, UIERE-'FORE, In consideration of the covenants and the promises made
herein, the parties hereby agree as follows:
1.1 "Agreement" means this Limited Liability Company Operating Agreement, as may
be amended from time to titne.
1.2 "'Articles of Organization" mean-, the Articles of Organization which were Filed on
June 2, 2014 with the North Carolina Secretary of State f(-)I- the PUIP08C of florniing
this LLC.
1.3 "Code"' reams the Internal Revenue Code of1986, as amended.
1.4 "Capital Account"' means the arriount of' a Member's Capital Contribution, as
adjusted, including but not limited to increases due to profits or additional
contributions and decreases due to losses and distributions.
1.5 "Capital Contribution" means any contribution of capital to the LLC, including but
not limited to cash, property, and other tangible and intangible assets by an Member,
whenever made. This term also includes "Development Contributions" as required
pursuant to the Development Agreement,
6 "Financial Interest" means a right to share in the profits, losses, incomes, expenses,
or other monetary items and to receive distributions and allocations from the LLC

but does not include any Capital Contributions or any rights to as return of Capital
Contributions.
13 "LLC" mean,, IC3 Partners, LLC, a North Carolina Limited Liability Company
formed under [lie laws of the State of North Carolina.
1.8 "Membership Interest" incans an ownership interest in the LLC, which includes the
Financial Interest, the right to vote, tile right to participate in manageancrit, and the
right to obtain information concerning the LLC and any other rights granted to a
Member tinder the Articles of Organization or this Agreement.
1.9 "Member" means any person or entity who owns any interest in this LLC, is a party
to this agrecinent, and is accepted as a Mernber pursuant to this Agreement but. does
not include any person who holds only a Financial Interest as a result of an
involuntary transfer or assignment or a transfer or assignment in violation of this
Agreement.
1610 "Property" means any and all assets, in whole or in part, of the LLC, both tangible
and intangible.
1. 11 "St,
atate" means the North Carolina Limited Liability Company Act, as amended.
1.12 "Development Agreement" means the Development Agreement executed as of
September 3, 2014, by the Members of the LLC and the Company regarding the
development of the project known as the Reserve at Island Creek.
SECTION 2: FORMATION
2.1 Formation of the UC. The LLC was formed pursuant to the laws of the State of
North Carolina by filing the Articles of Organivation with the North Carolina
Secretary of State,
2.2 Naipe..The name of the LLC' is "IC3 Partners, LLC," The Members shall Operate the
business, of the LLC , Under Such narne or use such other names its the Members deem
necessary provided that such names do not violate, the statute.
2.3 Principal Office. The LLC's principal place of business will be located at 100
Carolina. Plantations Boulevard, Jacksonville, NC 28546 or any other location as
determined by the Members. If the principal office is located outside the state of
organization, and the LLC has one or more b-Lisiness offices in the state of
organization, the Members shall fix and designate a principal business office in tho
state of organization. Branch or subordinate offices may he established at any time
and at any place as the Members may determine.
3

2A 1--erm.
The LLC will continue to exist -until terminated or dissolved in. accordance with it.,-,,
Articles of' Organization or this Agreement,
2.5 Business Purp-qse.
The purpose of the LLC is to engage in any lawful activities for which an ILCI may
be organized under the Statute.
2.6 Re )-isterqt . The LLC's registered agent will be Charles & Lanier, or ally other
L— -Agerut
person or entity with an office in the state of organization aas determined by the
Membel-s.
2.7 Registered Office.. The LLC"s registered office will be the office of [lie registered
,agent located at 114 Old Bridge Street, Jacksonville, NC 28540 or any Wher location
within the state of organization as determined by the Members.
SECTION 3: MEMBERSHIP
3.1 Initial Members. The initial Members of the LLC are those persons or entities set
forth in this Agreement.
3.2 Additional Members. Additional persons or entities may be admitted to the LLC as
Members, and Membership hiterests may be issued to those additional Members,
subject to and pursuant to the terms and conditions of this Agreement and the
Developi-rient Agreement. All new Members must sign a copy of t1lis Agreement and
agree to be bound by file terms hereof.
3.3 Liabi.lity-(o Third Parties. No Member shall be liable for [lie debts, obligations, or
liabilities of the LLC to a third patty unless the Member agrees lit writing to be
liable.
3.4 Authority. MembeN have the authority and power to act for or on behalf` of, to bind,
or to incur any liability on behall'of the TIC as provided in this Agreement.
3.5 Wilh.drawal. No Member has the right to withdraw from the LLC as a Member
except as pro-vided in this Agreement. However, a Member has the power to
withdraw but such withdrawal shall be deemed a breach of this Agreement. If a
Member does exercise such power of withdrawal in breach of this Agreement, the
Member shall be liable to the LLC and the other Members for all monetary daniages
as a result of the breach, including but not limited to direct, indirect, incidental, and
consequential darnages. 'I'lic LLC and the other Members shall not have the right to
prevent the withdrawing Member front withdrawing through the use of' an injunction
01• otherwise:
3.6 Compeginssatiaonayo Member shall receive compensation for set-vices rendered to the
LLC except as expressly permitted by this Agreement, the Development Agreement,
Ifl

or any other written agreentent, However, the LLC shall reirtiburse Members for any
expense paid by them that is property an expense of the LLC and not specifically
covered by the Development Agreement,
SECTtON 4- CAi,,rrAL ACCOUNTS
4,1 Initial Contributions, The initial Members shall contribute to the LLC the JbIlowing
initial Capital Contributions and shall receive the following Membership Interest:
Name Contribution Membership Interest
A. '--,'ydes Construction, Inc.
larks Family Forestry, LLC
Intangible Rights and Advance
of Development Contribution
on Favorable Terms Valued at
$4,99�19..001
Intangible Rights and Sale of
Land on Favorable Terms to
The Company, valued at
$33,333.{0
49.999%
33.333%
Coleman Park,,.; Intangible Rights and Advance 16.668%
of Development Contribution
on Favorable Terms Valued at
Q
4.2 Additional ContributiODS. Except as specifically set forth in this Agreement and the
Development Agreement, no Member shall be required to make any additional
Capital Contributions,
4.3 Failure to Contribute. If a Member fails to timely provide a required Capital
Contribution as provided in the Development Agreement, the LLC or the remaining
Members may take such action as it deems necessary and appropriate including but
not limited to invoking the rernainijig Members' rights pursuant to Section 3.7 of the
Development Agreement, and/or instituting a court proceeding to enforce tile terms of
the Developnient Agreement,
4.4 Capital Accounts. A Capital Account (hereinafter referred to as "Capital Account")
shall be established and maintained for each Member. Each Member's Capital
Account will be accounted for separately and will be maimained in accordance with
generally accepted accounting principles. However, a Member who has more than
one Membership Interest shall have only one Capita.1 Account that reflects all of that
Member's Membership Interests. If a Member validly transfers his or her Membership
Interest, the Capital Account of the transfiCITHIR itylernber shall carry over to the
W

transferee Member in accordance with the Code, subject to [lie rights of a
Development Defaulting Party pursuant to Section 3.7 of the Development
Agreement, No new Membership Interests shall be issued for Capital Contribu Li oils
by the Menibers, unless such Membership Interests tire transferred purstiant to
Section 3.7 of the Development Agreement. and in such case the Mcinbelship
Interests of the non - defaulting Members shall increase proportionately,
4.5 A(ijustilients to C'a ital Accounts. Each Men-tber's Capital Account shall be adjusted
as follows except for the contributions mandated by the Development Agreement:
(a) Increases, Each Member's Capital Account shall be increased by-,
(1) capital contributions of'cash and/or property at its agreed upon lair
market value; and
(2) all items of LLC incon-le and gain (including income and gain exempt
fi•oin tax) CWet Profits') allocated to each Member.
(b) Decreases, Each Member's Capital Account shall be decreased by:
(1) distributions of cash and/or property at its agreed upon fair market
value; and
(2) all itenis of LLC deduction and loss (including deductions and loss
exempt from tax) ('�Nct Losses") allocated to ea(;h Member.
4.6 Loans by Meunbprs, Members may, at any finte, loan ri-ioneys to the LLC. A loan
from the Member to the UC shall bear interest at the prevailing interest rate. Ail
loan is not a Capital Contribution and shall not be credited to the Capital AccOUnt, Of
the lending Member or entitle such lending Member to any increases in such
Member's share of'the profits or the distributions of the LLC or stiViect, the
Mcnibcr to any greater proportion of the losses which the Ll,C' illay sustain.
Development Contributions as provided in the Development Agreement shall not be
considered as loan tinder this provision.
SECTION 5: ALLOCAXION OF PROFITS, LOSSES AND DISTRIBUTIONS
5.1 Determination of Net Profits and Net Losses. Net Profits aand Not Losses shall mean
net income and net loss as determined by the books and records of the LLC' which
shall be kept in accordance with generally accepted accounting principles and the
Code.
52 Allocations., Except as provided in the Code, all items of income, revenues,
deductions, gain, and loss shall be allocated pro rata in accordance with a Member's
Membership Interest.
6

53 Qtralilied Tqcome Offset. Notwi [list and i ng [he above, it' a Member unexpectedly
receives any adjustments, allocations, or distributions described in Treasury
Regulations § 1.704-1(b)(2)(iii)(d)(4), (5) or (6) or any ainendment thereto, or
receives an allocation of loss -which produces a negative capital account for any
Member while any other Member has a positive capital account, then items of LLC
income shall. be specially allocated to such Member until the deficit Capital Account
is eliminated, 'Fhis paragraph is intended to constitute a "qualified income offset"
within the meaning of Treasury Regulation § 1.704-1 (b)(2)(ii)(d).
5.4 Mininium Gain Charg.c.4ack, Notwithstanding the above, if there is a net decrease in
LLC "mininium gain" during a taxable year, each Member shall be specially
allocated, before any other allocation, items of income and gain for such taxable year
(and, if necessary, subsequent years) in proportion to each Member's share of the net
decrease in LLC "minimum gain" as determined in accordance with 'Treasury
Regulation § 1.704-2(0(2). This paragraph is intended to comply with the "minim urn
gain chargeback" provisions of 1'rea,,Ljry Regulation § 1.704-2(f),
5.5 Section 704(e) Allocation. Notivithstanding the above, to the extent that Code § 704(c)
is applicable to any item of income, gain,, loss, and deduction with respect to any
property (other than cash) that has been contributed by a Member and which is required
to be allocated to such Member for income tax purposes, the item shall be allocated to
such Member in accordance with Code § 704(c),
5.6 Distributions. Distribution of LLC assets and property shall be -ade at such times
and in such an-tounts as the Members determine SUbjeCt to any restrictions in this
Agreement and pursuant to the terms and conditions of the Development Agreement,
Distributions shall be made as provided in the Development Agreement among the
Members in proportion to the Member's Mernbcrship Interests.
SECTION 6: MANAGEMENT
6.1 Managemcni. 'Fhe LLC, shall be managed by the Members who shall be responsible
for the nianagement or the LLC's business and affairs.
0.2 Place of Nlen-ibpr Meetings. Meetings of Members shall be held at the princ-ipal office
of f he LLC or at any place withi-n Onslow or Pender Counties, North Carolina as may
be agreed upon by the Members.
6.3 Annual Member Meeting-. An annual meeting of Members shall be held u on. notice
--l—I .......... p
in January of each year at the LLC 's principal office.
6.4 2Sp qjjj Member MeeCti1gs. A special meeting of the Members may be called at any
time by one or more Members holding Membership Interests which, in the aggregate,
constitute not less than ten percent (10%) of tile Membership Interests. A request for
a special meeting of the Members shall be in writing, specifying the time, and place of

the meeting, and the general nattirc of the btisiness proposed to be. tran&acted. The
notice shall be delivered in accordance with paragraphs 6.5 and 6.6 below,
6.5 Notice of Members' Meetings. All notice,,; ot'niectings of Members shall be sent or
otherwise grveia in accordance with. paragraph 6.6 below and not less than ten (10)
nor more than sixty (60) (lays. before the date of the; meeting being noticed. The notice
shall specify the place, date, and hour of the meeting, and (a) in tile case of a special
meeting, the general nature of the business to be ttawqicted, or (b) in the case of (lie,
annual meeting, those matters which are intended to be presented 1`6r action: by the
Members. If a proposal contains (i) a contract or transaction in wbich a Member has a
direct or indirect financial interest, (ii) an amendment of the Articles of Organization,
(iii) a reorganization of the LLC, or (iv) a voluntary dissolution of the LLC, the notice
shall state the general nature of such proposal.
6.6 Manner of Giving Notice Affidavit of Notice. Notice of any meeting of Members
shall be given either personally, by first class mail, facsimile, telegraphic, or other
written conimLinication, charges prepaid, addressed to each Member at the address of
each Member appearing can the books of' the LLC or more recently given by tile
Member to the LLC liar the purpose of notice, Notice shall be deemed to have been
given at the time when delivered personally, deposited in the mail, or sent by
facsimile, telegrain, or other means of written communication, It' any notice
addressed to a Member at the address of stich Member appearing on the book,, of` the
LLC is returned to the LLC by the United States Postal Service marked to indicate
that the United States Postal Scivice is unable to deliver the notice to the Member at
such address, all future notices or reports shalt be deerned to have been duly given
without further mailing if the saine shall be available to the Member -upon -Vvritten
demand of the Member at the principal office of the LI.0 for a period of one (1) year
flom the date of the giving of such notice, An of davit of the mailing or other means
of giving any notice of any Members' meeting shall be MCUtcd by the Member
giving sueli notice, and shall be filed and - maintained in the books and records of the
LLC.
6.7 -Conduct of Member MectiMs. All meetings of the Members shall be presided over
by the chairman of the niectingwho shall be designated by a majority of the Members
at the meeting. The chairman of the meeting shall determine the order of business and
[lie procedures to be followed at the meeting.
6.8 Member Quorum. The presence, in person or by proxy, of the holder(s) of an
aggregate of fifty-one percent (51%) or more of the Membership Interests, of which
must include Member B whether in person or by proxy, shall constitute a qUorL1m at
all meetings of the Mcinbers for the transaction of business.
6.9 Member- -Voting, Each Member shall have a number of votes equal to the
percentage Menibersliip Interest held by such Member. However, if a Member is not
entitled to vote on a specific. matter, then such Member's number of votes and
Membership Interest shall not be considered lbr put-poses or determining whether a
quortan is present, or whether approval by vote oft'he Members has been obtained,
10

with respect to such specific matter. An aggregate of fifty-one percent (51%) or more
of the Membership Interests, including Member B, shall, be required to approve any
action, unless as greater or lesser vote is required pursuant to this Agreement, the
Development Agreement, or by Statute,
6.1 tl Adjourned Member Meeling_!qrid Notice Thereof. Any Menibers'niecting, annual or
special, regardless ol'whether as quoruni is present, may be adjourned from tirno, to
time by the vote of a majority of the Membership Interests represented at Such
meeting, either in person or by proxy, but in the absence of a quorurn, no other
business may be transacted at such ineeting. When any meeting of Members, either
aniival or special, is adjourned to another time and place, notice need not be given of
the adjourned meeting if the time and place thereof are announced at (lie triecting at
which the ad�journrncnt is taken, unless a new record date for the adjourned meeting is
fixed, or -unless the adjournment is for more than live (5) days from the (late set for the
original inecting, in which case the Members shall set a new recoi-d date. Notice. of array
such adjourned meeting, if'reqUired, shall be given to each Member entitled to vote at
the adjourned meeting in accordance with paragraphs 6.5 and 6.6 'above. At ally
adjourned nicding, [lie LLC may transact any business which might have been
transacted at the original meeting.
6.11 Waiver of Notice or Consent by Absent Mcnib ' ers -.The transactions or any meeting of'
Members, either annual or special, however called and noticed, and whenever held,
shall be as valid as if it had OCCUrred at a meeting duly held after regular call and notice,
if a quoruni be present eithei, in person or by proxy, and if, either before or after tile
meeting, each person entitled to vote but not present in person or by proxy, signs a
written waiver of notice, a consent to the holding of the meeting, or any approval of the
minutes thereof The waiver of notice or consent shall state either the business to be
Liansacted or tile purpose of any annual or special meeting of Members. All such
waivers, consents and approvals shall be filed with the LIX"s books and records.
Attendance of a person at a meeting shall constitute a waiver of notice of such meeting,
unless such person objects at the beginning of the meeting,
6.12 Member Action-by Written Consent without, a Meeting. Any action which may be
taken at any annual or special meeting of Members may be taken without a meeting
and without prior notice, if consent in writing, setting forth the action so taken, are
signed by Members holding Membership Interests representing the aggregate number
of votes equal to or greater than the minimum number of votes that would be
necessary to authmize or take such action at as meeting at which all Membership
Interests entitled to vote thereon. were present and voted. All such consents shall be
filed with the LLC's books and records.
6.13 Proxies, Every Member entitled to vote shall have the right to do so either in person
or by one or more agents authorized by a written proxy signed by the Member and
filed with the LLC- A proxy shall be revocable unless the proxy specifically states that
it is irrevocable.
9

6. l4 Voting, Tnists. If any Member files a voting trust agreement with the LLC, the LLC
shall take notice of its terms and ti-Listee limitations.
6.15 Powers. '11ic Members have general supervision, direction, and control of the business
of the LLC. In addition, subject to the provisions of the 'Statute, any limitations in the
Articles of Organization, the Development Agreement and this Agreement relating to
actions requiring approval by all of the Members, the Member-, inay make all decisions
and take all actions on befialfol'the LLC not otherwise provided fir in this Agreement
including but not I j in ited to the following:
(a) select and remove all officers, agents, and employees of the LLC; preset -ibe ally
powers and duties for the Officers that are consistent with law, with the Articles of
Organization, acrd with this Agreement; fix the Officers' compensation; and require
ftoii-i the Officers security for faithRil service;
(b) change the principal business office from one location to another; qLialify the
LLC to do business in any State, territory, dependency, or country; conduct
business within or outside the United States; and designate any place within the
United States 16r the holding of any Mernbers'or Managers' meetings;
(c) borrow money and incur indebtedness on behalf of the LL.C, and cause to be
executed and delivered for the LLC's purposes, in the LLC natne, promissory notes,
bonds, debentures, deeds of trust, mortgages, pledges, hypothecations, and other
evidctices of debt and securities;
(d) call a meeting, annual or special, of the Members at any time upon notilication
as set forth in paragraphs 6.5 and 6.6 above;
(e) enter into, make, and perlorm contracts and agreements which bind the LLC
that are necessary and appropriate in. the ordinary course of business of the LLC;
(f) open and maintain bank. and investment accotints and designate authorized persons
to sign checks or drafts or give instructions concerning those accounts;
(g) maintain the assets of the 1J,C;
(h) collect surns due; and owing to the LLC;
(i) pay the debts and obligations of the LLC; and/or
0) acquire, use, wid dispose of assets during the ordinary course of busine-ss;
6.16 Limitation on Powers. Except by the unanimous written agreement of the Members,
a Member of the LLC shall not have the authority to:
flul

(a) enter into any agrecinctit, contract, or conimitnient on. behalf of the LLC which
would obligate any Member to find additional capital, to guarantee- a loan or to
increase a Member's personal liability either to the LLC or, to a third party-
3
(b) niaterially alter the business of the LLC;, deviate from any approved business
plan of the LLC as set f'or(h in this Agreement, or per.16-ni any action. which NVOUld
make it impossible to carry on the business of the LLC;
(c) perform any action that is contrary to this Agreement;
(d) place title to any LLC asset or property in the nanic of a nomince or sell, lease,
pledge, hypothecate, or grant a security interest in any LLC' asset or property, except
in the ordinary course of'business;
(e) commingle LLC funds with (li✓ funds of any other person or enti(y,,
(f) confess a-iiidgment against the IA..,C;
(g) adinit, any person as a Member, except as otherwise provided in this Agrecincrit;
(h) attenipt to dissolve the LLC; an&or
(i) amend the terms and conditions of this Agreement or the Development
Agreement.
6.17 Standard of (are; Liability, Fach Member shall exercise such powers and otherwise
perfiorin such duties in good faith, in the rnatters, such Member believe,,,, to be in the best
interests of the LLC, and with such care including reasonable Inquiry, Using ordinary
pi-Lidence, as a person in as like position would use under similar circumstances. In
performing the duties of a Member, as Member shall be entitled to rely on information,
opinions, reports, or statertients, including financial statements and other financial data,
in which case prepared or presented by:
(a) one or more Officers or employees of the LLC who the Member believes to be
reliable and competent in the inatters presented;
(b) counsel, in accountants, or other persons as to niatters which the
Member believes to be within such person's professional or expert competence;
and/or
(c) a Conritnittec upon which the Member clods not serve, as to matters within- its
designated authority, which Coniunittee the Member believes to merit con-fidence, so
long as in any such case, the Member acts in good faith, after reasonable inquiry
when the need therefor is indicated by the circiinistances, and without knowledge that
would cause such reliance to be unwan,arited,

SECTION 7- TRANSFER AND ASSIGNAIENTOF LLC INTEIW4 STS
7. 1 Transfer or Assigtjjj�cpt cif Mcniber's Interest. Subject to the terms and conditions of
this Agreement and the Development Agreement, any Member may transfer and/or
assign, in whole or in part, his or her Membership Interest, only with the written
consent of the other Members, Such consent not to be unreasonably withheld.
7.2 1-1cralitted'I'ransferecs,
(a) D-onsfer• to Related Parfy. Fach Member shall be free to transfer, during his
ljl'�:firne or by testamentary transfer, all or any portion of his Membership Unteresf, in
the LLC to arty Related Party as hereinaller defined; but suGli transileree of said
Membership Interest shall thereafter be bound by all of the provisions of this
Agrect-nent and the Development Agreement, A "Related Patty" for purposes of this
Agreement shall be a legal spouse or lineal decedents of a natural person or all
Affiliate, An "Affiliate" shall mean with respect to any person, a person directly or
indirectly controlling, controlled by, or under common control with such person, any
person owning or controlling ten percent (10%) or more of file outstanding voting
securities of such person; any officer, director, member, manager, or general partner
of such person; or any person who is an officer, director, member, manager, general
partner, trustee or holder or ten percent (1(l%) or more of the voting securities of ally
person described previously in this paragraph.
(b): Transji�rs to Menibers. A Member who fails to make the appropriate
Contributions, as required pursuant to the Development Agreement shall be subject to
the transfer of all and not less than all of their Membership Interests to another
Member, pursuant to the terms of Development Agreement. Such a transfer shall be
outside the terms of' this Agreement and the, transfer to another Member shall be
expressly permitted upon such conditions as identified in Section 3.7 of tile
Development Agreement.
7.3 Transfer to Outsiders. No Membership Interest shall be transferred, assigned, sold,
pledged or otherwise disposed of voluntarily or involuntarily except as permitted
under Section 7.2 and as except for transfers made in accordance with the following
provisions:
(a) OJfer to Company, 11' any Member intends to transfer his Membership
Interest pursuant to a written, bona fide ofTer ("Third Party 017O-") to purchase all. or
any portion of such Membership Interest, such Member (tile "Offeror") shall first
submit to the LLC a written offer to sell such interest to the Company at the same
price and upon the same terms of'payment as set forth in such Third Party Offer (the
"First 011er"). The First OfTer shall be accompanied by a complete copy of' such
Third Party OJI'er, including any exhibits or other dOCL1n1elltS referred 10 therein, and
shall continue to be a binding offer to sell until expressly accepted or rejected by all
officer or Member of the LLC acting pursuant to a resolution adopted by the holders
of a majority of the outstanding Membership Interest entitled to vote oil (lie
acceptance or rejection of such offer (exclusive of the interest hold by the Offexor or a
12

Related Party of the Offeror), includingIVICTliber B (so long as a non-selling
Member), or until the expiration of a period of five (5) business days after the
delivery of the First Offer to the LLC, whichever is earlier. Acceptance by the
Company of the First Offer submitted by a Member P111-SUallt to this subparagraph (a)
must relate to all of the Membership Interests so offered, and not merely rr part
thereof, excef)( as provided in subparagraph (c) below.
(b) Offer- to the other Alfembers, Upon ten-nination of' the over referred to in
subparagraph (a) above, (lie Oftbror shall then submit to each of the other TvIembers a
written offer to sell, at tile same price per Membership Interest and upon. the same terills
of payment previously offered to the LLC (the "Second Offer"), trot less than all of the
Membership Interests previously so offered, pro rata to cach such non-selling Members
on the basis of the percentage of Metilbership Interest (lion owned by such non-selling
Member, '['he Second Offer shall be accompanied by a complete copy of the Third
Party Offer, including any exhibits or other documents referred to therein, and shall
continue to be a binding offer to sell until expressly accepted or rejected i by the non-
selling Members or until the expiration of five (5) business clays aftel, its dolivery to the
non- selling Member, whichever time is earlier. 11' any such non-selling Member does
not elect to pr rChase all of the Membership Interest offered to that non- selling Member,
ally other non-selling Member may purchase all or any part of the unpurchased
Membership Interests by giving to the Offeror written notice of election so to purchase
not later than five (5) business days after the termination of the Second Offer to tile
non-selling Members who did not elect to purchase all such Membership Interests. If'
more than one non-selling Member together elect to purchase; more than the
UnpLorchased Membership Interests available, SUCh interests shall be allocated to those
non- selling Members in proportion to (heir then respective Membership hiterests.
(e) Purchase by ComXH�y and other Members. Notwithstanding any provision of
subsections (a) and (b) above to the contrary, the Company and the non-selling
Members (or any of them), by agreement with one another, may each bUy a Portion of
the offered Membership Interest so long as all of the of[bred Membership Interests
are purchased, This option shall expire at (lie same time ti-te Second Offer expires as
set 16-th in subparagraph (b).
(d) Subsequent lran# r. Upon the turniination of all such written offers and the
five-day period provided in subsection (b), the Offleror shall, flor a period of ninety
(90) days thereafter, be free to transCer all, arid not less than all, of' (lie ofibred
Membership Interests that are not purchas,xl by the LLC or the Members to the person
or pe=rsons upon the terms cif the appl i cab] e Third Party 0 f 1er,
(e) Ti-ansferees, Any Transferees of any Membership Interest shall be bound by all
of the restrictions and provisions of this Agreemelitand the Development Agreement.
(f) Coqflicls. Any conflict between this Agreement and the Development
Agreement with regard to the sale and forfeiture of Membership Interest, the terms,
provisions and conditions of the Development Agreement sli all control.
H

SECTION 8: BOOKS AND RE CORDS
8.1 Maintenance of-1131-ook's and Records.- The Ll.(" shall establish and maintain
appropriate books and records of the LLC' in accordance with generally accepted
acco-witing principles. At the principal office ofthe IM and/or the registered office
of the LLC, irdiffierent, the tbllom,ing LLC documents shall be kept:
(a) a CLU'rent list of` the name and business or residence address of each Member and
Iris or her Capital Contribution and Membership Interest;
(b) as CLIFYCIA list of the iiarne and business or residence address of each Manager, if
tiny;
(c) a copy of the Articles of Organization and this Agreement and any amendments
thereto;
(d) copies of the LL.C's federal, state, and local income tax or information returns, if
ally, fal° the past six fiscal years;
(e) copies of Lhe financial statements of the LLC, if any, for the past six fiscal years;
(f) originals or' copies Of all Minutes, actions by written consent, consents to "'Ictiori,
and waivers of notice to Members, Member votes, actions and consents; and
(g) any other information required to be niaintained by the LLC pursuant to the state
of organization's LLC SUALAC.
8.2 Annuat Accounti'n'g.. Within -ninety (90) days after the close ol'eacfi fiscal year of the
X"
LI, (lie LLC shall cause to be prepared and submitted to each Member as balance
sheet card income statement for the preceding fiscal year of the LLC (or portion
thereof) in conformity with generally accepted accounting principles and provide to
The Members all information necessary for them to complete federal and state tax
returns.
8.3 hispection and Audit 1:69-lim Each Member has the right, upon reasonable request, for
purposes reasonably related to the interest or that Member, to inspect and copy during
normal business how's any of the LLC books and records. Such right may be
exercised by the Member or his or her agent or attorney. Any Member inay require a
revie�N, and/or audit of the books, records, and reports of the LLC.
8A Bank Accounts. All funds of the LLC shall be deposited in the LLC's name in such
banks as determined by the Members. All checks, drafts, or other orders for payment
of money, notes, or other evidences of indebtedness, issued in tile name of or payable
to the LLCI, shall be signed or endorsed by such person or persons and in such niamer
as, from time to time, shall be determined by the Members.
8.5 Fiscal Year,'Flic LLC's fiscal year shall end on December 31.
14

.Cr Accounting Method. For financial reporting purposes, the books and records of the
LLC shall be kept on the cash (or accrual) method of accounting applied in a
consistent manner arid shall reflect all transactions of the LLC and be appropriate and
adequate for the purposes of the LLC.
SECTION 9: TAXATION
9,1 Tax Year. The LLUs taxable year shall end on December 31.
9.2 Tax Matters Partner. A majority of Membership Interests at a meet' n g of the
-
Nlernbers shall appoint a Tax Matters Partner pursuant to Code § 6231 to represent
the LLC. The Tax Matters Partner, on behalf of the LLC, shall oversee the LLC tax
afrairs, in the overall best interests of the LLC and make all elections for federal
income tax purposes. The Tax Matters Partner shall have all necessary federal and
state income and information tax returns prepared and filed on behalf of the T.LC. The
determination of the Tax Matters Partner as to adjustments to the financial reports,
books, records, arid returns of the LLC, in the absence of fraud or gross negligence,
shall be final and binding upon the LLC and all of the Members.
SEC] ION 10: INDEMNIFICATION
10.1 Definitions: Agents, Proceed ingq,,,_, xpq
_�jq�j L jsqs,, For the purposes of this
Agreement, "Agent" mcans any person who is or was a Member•, Manager, Officer,
employee, or other agent of this LLC; "Proceeding" means any threatened, pending or
completed action or proceeding, whether civil, criminal, administrative, or
investigative; and "Expenses" means any and all costs, fees, and expenses including
but not limited to court costs and attorney's fees.
10.2 Actions Other 'Iban by the LLC. The LLC shall indernnify and hold harmless any
person or- Agent who was or is a party, or is threatened to be made a party, to any
Proceeding (other than an action by or in the right of this LLC) by reason of the fact
that such person is or was an Agent of this LLC , against expenses, Judgments, fines,
settlements, and other- arnftnts actually and reasonably incuri•ed in connection with
such Proceeding, if' that person acted in good frith and in a manner that person
reasonably believed to be in the best interests of this LLC, and, in the case of a
criminal proceeding, had no reasonable cause to believe his or her conduct was
unlawfid, The termination of any Proceeding by judgment, order, settlement,
conviction, or upon a plea of"nolo conlendere or its equivalent shall not, ol'itself,
create as presumption that the person did not act in good faith and in a manner which
the person reasonably believed to be in the best interests of this LLC or that the
person had reasonable cause to believe that his or her conduct was unlawfill.
10.3 Actions by the LL( l
(a) LLC shall indemnify any person or Agent who was or is as party, or is threatened
to be made a. party, to any threatened, pending, or completed action by or in the right or
this LLC to procure a judgment in its favor by reason of the fact that the person is or
15

was an Agent of this LLC, against expenses actually and reasonably incurred by that
persoii or Agent in connection with the defense or settlement of that action if that
person or Agent acted in good faith, in a manner that person. or Agent believed to be in
the best interests of this LLC, and with such care, including reasonable inquiry, as an
ordinary prudent person in a like position would use under similar circumstances,
(b) No indemnification, however, shall be made under this Section: (i) with respect
to any claim, issue, or matter as to which that person or Agent shalt have been
ad edged to be liable to this LLC in the performance. of that person's or Agent's duty
to the T,I,C, unless the court in which that action was brought shall determine upon
application that, the person or Agent is I'airly and reasonably entitled to indertinity for
the expenses which the court shall determine; (ii) for ainounts paid in settling or
otherwise disposing of a threatened or pending action, with or without court approval,
or (iii) 1`61- expenses incurred in defending a threatened or pending action -which is
settled or otherwise disposed ofivithout court approval.
10.4 Successful Defense by Azent. To the extent that an Agent of this LLC has been
successftil on the merits in —defense of any Proceeding, the agent shall be indemnified
against expenses actually and reasonably incurred by the Agent in connection with.
the Proceeding.
10.5 Required Approwal. Any indemnification under this paragraph shall beinade. by the
LLC only if authorised upon a determination by a majority -vote of the Membership
Interests of Members, including Member B, who were not parties to the proceeding at
a duly field meeting of the Members at which quorum is present.
10.6 Advance of _Expenses. Expenses incurred in del ending any proceeding may be
advanced by the LLC before the final disposition of the Proceeding upon receipt of an
undertaking by or on behalf of the Agent to repay the amount of the advance unless it
shall be determined ultimately that the Agent is entitled to be indemnified.
10.7 Other Contraggal �Riht�s. Nothing contained in this paragraph shalt affect any right
to indemnification to which Agents of this LLC or any subsidiary may be entitled
by contract, by vote of the Members, as a matter of law or equity, or otherwise.
10.8 Insurance. The LLC may, upon a determination by the Members, purchase and
maintain insurance on behalf of any Agent ol'tfie LLC against any liability which
might be asserted against or incurred by the Agent in such capacity, or which might
arise out of the Agent's status as such, regardless of whether the LLC Would have
the power to inderm-tify the Agent against that liability.
10.9 Amendment to State of Lqw In the event that North Carolina's law
regarding indenmification of members, managers, directors, officers, employees,
and other agents of an LLC, as in effect at the tim-c of adoption of this Agreement,
is subsequently amended in any way that increases the scope of permissible
indemnification beyond that set forth herein, the indemnification authorized by'this
16

Section shall be deemed to be coextensive with the maxinMin alTorded by North
Carolina's law as so amended.
i
M-5,111FIRM, 111"ITFITYMM
1.1 Issulailice of LLC 'Certifleates, Each Member's Membership Interest shall be
represented by an LLC Certificate. I)pon the execution of this Agreement, the
Menibers shall have the LLC issue one or more LLC Certificates in the warne of each
Member certilyiiig fliat the name(] Member is the record holder of the Membership
Interests.
11.2 'Fransfer. of LLC Certificates. A Membership Interest which is transferred in
accordance with the terms of this Agreement and the Dcvelopnient Agreement shall
Ire transferable on (lie books of the LI.C. However, the transfer of a Membership
interest shall riot be entered until the previously issued LLC Certificate representing
such Membership Interest is surrendered to the LLC aad canceled and it replacement
LLC Certificate is issued to the assignee of such Membership Interest.
11.3 Lost, Stolen, or Destroyed 11'crti ficates. I'lie LLC shall issue a new LLC Certificate
bi place of any LLC Certificate previously issued if the holder of the LLC' Certificate
satisfactorily proves that a previously issued LLC Certificate has b€ml lost, destroyed,
or stolen. If a Member fails to notify [lie IJ.0 within a reasonable tinie after it has
notice of tile loss, destruction, or theft of an LLC Certificate, and a transfer of the
Membership Interest represented by the LLC Certificate is registered before receiving
such notification, the LLC shall have no liability with respect to any claim against the
LLC' for such transfer or for anew LLC Certificate.
SECTION 12: TERMINATION AND DISSOLUTION
12.1 Dissolution, The LLC shall be dissolved upon the occurrence of any; of the following
events:
(a) the expiration of the period fixed in the Articles of Organization;
(b) the writtert consent of all of the Members;
(c) the death, withdrawal, resig-natiOl1, expulsion, bankruptcy or diSSOILItiOn Of a
Member, or the occurrence of any other event which terminates the Mernber's
continued membership in the LLC, unless the business of the LLC' is continued by the
consent of all of the remaining Membership Interests with-in ninety (90) days of the
happening of that event.
12.2 Notice of Whid.ing.,Up. Upon the OCCUrreflee Of any Of the OVentS Specified above,
the LLC shall execute and file. a Notice of Winding Up, if required, with the Secretary
of State of the State of North Carolina.
M

12.3 Condilef of Bus less. Upon the occurrence of any of the events specified above, a
inaiority of the Members (excluding those Members who caused the dissolution
event) shall appoint or more of the Members to act as liquidator and wind Lip all
LLCI business and aftiiirs. However, the LL(, shall continue to exist until Articles of
Dissolution have been filed with the Secretary of State of the State of North Carolina,
or until a decree dissolving the LLC lias been entered by a court of' competent
jurisdiction,
12.4 Distribution of Net Proceeds, Upon the occurrence of any of the events specified
above and the coinpletion of Winding Up all L1..0 business and affairs, the assets of
the LLC shall be promptly liquidated and distributed in the following order:
(a) to the payment of creditors, excluding Members, in the order of priority as
provided by law,
(b) to the payrrient of loans made by the Members; and then
(o) to the.M.embei:s, as set forth in the Development Agreement.
Where the distribution consists both of cash and rioncash assets, the cash shall be
distributed first, in descending order, to the above categories. With respect to the
noneash assets, which distribution values are to be based on the fair market value of
the noncash asset as deteri-wined in good faith by the liquidator, the liquidator may sell
the none asli assets and distribute the cash proceeds or distribute the assets, in kind, in
descending order, to the above categories.
12.5 Termination. 't'he LLC shall be terminated Upon the distribution of all assets. The
Members shall cause flic LLC to file Articles Of Dissolution with the Secretary of
State of the State of North Carolina or take any other actions necessary to terminate
the LLC.
SECTION 13: AIME NDME NTS
13.1 Arneudnients by Members. This Agreement inay only be adopted, amended, altered,
or repealed by the vote or written consent of all of the Mernbership Interests at a
meeting of the Members at which a quorum is present,
SECTION 14: G.KNEAAL PROVISIONS
14.1 Entire .13p-reerneptWo-difi epti.on. This Agreernent and the Development Agreement
contains the entire understanding of the parties with respect to the subject natter of
the agreement, and it supersedes all prior understandings and agreements, whether
written or oral, and all prior dealings of the parties 'vvitli respect to the Subject matter
hereof, This Agreement, in whole or in part, cannot be changed, modified, extended,
or discharged orally and no waiver of compliance with any provision or condition
hereof` acrd uo consent provided for herein shall be effective unless evidenced by an
instrument in writing duly executed by the party against whon-i enforcement of any
on

waiver, change, modification, extension, or discharge is sought. Further, no consent
or waiver, express or implied, to or of any breach or default shall constitute a consent
or waiver to or of any other breach.
142 Partition. Fach 'Member agrees that hQ or she has no right, and irrevocably waives
any and all such rights, to have the assets of the LLC partitioned, or to file as
complaint, or institute and maintain any proceeding at law or equity to have the assets
of the LLC partitioned.
14.3 F-ut-the• Actions. 1.aach of the Members agrees to execute, acknowledge, and deliver
SUch additional documents,, and take such further actions, as may reasonably be
.required f)rom time to time to carry OUL earth of (lie provisions and [lie intent of(bis
Agreement, and every agreement or docun-tent relating hereto, or entered into ill
connection herewith.
14.4 Severabili ty. If' an), provision of this Agreement or the application thereof' to any
Person or cirCUDIStMICe shall be invalid or unenforceable to any extent, the remainder
of this Agreement and the application of such provision to other persons or
circumstances shall not be affected thereby and shall be enforced to the greatest
extent permitted by law.
14,5 , Successor and Assigns., This Agreement shall be binding upon and inure to tile
benefit of the parties and their Tospcetive successors, legal representatives, and
assigns. This Agreement may not be assigned by any party without the express
written consent ofthe other parties.
14.6 Notices. All notices, requests, demands, and other communications made hereunder
shall be in writing and shall be deemed ditty given if delivered or sent, by telex,
facsimile, or -registered or certified mail, postage prepaid, as follows, or to such other
address or person as the party may designate by notice to the other party hereunder.
A. Sydes Construction, Inc.
PO Box 7122
Jacksonville, NC 28540
Parks Family Forestry, LLC:
PO Box 100
Oakwood, IL 61858
Coleman Parks.
214 Barnacle Circle
LQxington, SC 29072
14.7 Attorney's, Fees. In the event of ally litigation, arbitration or other dispute arising as
as result of or by reason of this Agreement, the prevailing party in any Such litigation,
arbitration or other dispute shall be entitled to, in addition to any other damages,
19

assessed, its reasonable attorney's fees, and all other costs and expenses incurred it)
connection with settling or resolving such dispute.
14,9 Constrad'on, Throughout this AV,- cement, the nias,, cline, feminine, a• neuter
genders shall be deemed 10 jr)GILKIC the masCLfliiie, leminine, and neuter and the
singular, the plural, and vice versa. The section headings of (his Agreement are (or
convenience of'reference only and (to nol.fiorn-1 as part hereof and do not in ally way
modify, interpret, Or Construe the intentions of the parties,
14.10 Exec u j tio " " i and Counterparts, This Agreement may be executed ill several
counterparts cacti of which shall be deemed to he an original, and all saxetr
counterparts when to together Shall constitute one and the same inStRnnent.
14.11 Governqg--L<iw. This agreement shall be governed by, and interpreted ill
accordance with the laws of the State of North Carolina. The parties hereby agree
that any legal action or proccocling shall be brought in the courts of the State of
North Carolina. The parties further agree to submit to the jurisdiction of` the State of
North Carolina and consent to the service of process in accordance with applicable
procedures and rules of said jurisdiction.
IN WITNESS WIIFR.�.'OF, the parties hereto have caused this Agreement to
bedulyexecutedasottiu- day ofAtigmt,2014.
1 MP4191
IC3 Partners, LLC,
a North Carolina Limited Liability Company
By:
Narnc�: Anthony V SY( s
Title: Mauq&in , Mem ber
-6—
Pill

1 1
A. Sydes Constructim, laic.
. ycie s, �res.iciealt
ail

Parks Family F 17,
By: �-
m

M B FR
Colcillana P rks
23

MEMBER A
A. Syes Construction, fne.
By --� —
A. Sydcs, Prosident
tvlFa;€I3�f� I3
llar�s Falay FO)61q,
By.
Coleman Parks
01

1. Boundary information taken from a partial survey by Parker & Associates, Inc.
dated 4-16-14, and rezoning data provided by Stroud Engineering, P.A.
2. Wetlands lines taken from a map prepared by Stroud Engineering, P.A., and
Dated 07-22-14, and signed by the U.S.C.O.E. on 09/08/14, and expires on 09/08/19.
. . . . . . . . . . . . .
. . . . . . . . . . . . . . . .
. . . . . . . . . .
G
25
Is
ax
Polly
one
Rev. 03/16/15 BLD - Revise Sheet Number
Project=
Wetlands Impact #1
0.03 Ac.
0'" sp-
M1 GA 10 12 1 IN
mp-P.W20-
Wetlands Impact #4 - 0.08 Ac,
Stream Impact #2 - 93 LF C_
49
46
45
K
13
to (D CD
40
P.
o
Legend:
Op-
Pender
.7
county Harrison
Creek
Rand
35
M.B. Map Book
ro
Pg. - Page
. . . . . . . . . . . . .
. . . . . . . . . . . . . . . .
. . . . . . . . . .
G
25
Is
ax
Polly
one
Rev. 03/16/15 BLD - Revise Sheet Number
Project=
Wetlands Impact #1
0.03 Ac.
0'" sp-
M1 GA 10 12 1 IN
mp-P.W20-
Wetlands Impact #4 - 0.08 Ac,
Stream Impact #2 - 93 LF C_
49
46
45
K
13
to (D CD
40
P.
o
Legend:
Pender
.7
county Harrison
Creek
Rand
35
M.B. Map Book
ro
Pg. - Page
(D
"lead
R/W - Right -of -way
County Hunter
H .r
Court
A—#5
Island Creek Road
Wetlands Impact #2 - 0.08 Ac,
Stream Impact #1- 74 LF
60'R/W NCSR 1002
THE RESERVE
ON ISLAND CREEK
Topsail Twp., Pender Co- North Carolina
M
N
EM
F�0�
0
(2)
Way
QD
Wetlands Impact #3
0.05 Ac
Wetlands SITE
Pender
County
New Hanover
County
VICINITY SKETCH
Notes: I Not to Scale
1. Wetland crossing; initial disturbance of this area shall be limited to only that area minimally
needed to allow passage of construction equipment to prepare for the installation of the crossing
and to execute upland construction on the opposing side of the crossing. Clearing, grubbing or
land disturbance of the subject area shall not be performed until all equipment, water, sewer, storm
drain and erosion and sediment control materials or devices sufficient to substantially complete the
construction and stabilization of the crossing are staged or stockpiled at the location. Due
consideration shall be given to impending inclement weather conditions that may adversely
off ect the completion of the crossing in the shortest time practicable.
2. Establish clearing limits per approved plans. Clear and grub wetlands area as needed. Immediately
install silt fence at the wetlands line, and along existing creek top of bank. Install erosion control
fabric along ditch banks. Do not clear or disturb any unpermitted areas.
3. No construction of the crossing shall commence in the wetlands until all materials needed for the
crossing are staged on site.
4. When possible, work in the wetlands shall be done during periods of dry weather.
5, Work in the wetlands shall be completed in the minimum time necessary,
6. Contractor shall install temporary sand bogs and/or sheet pilings in the stream prior to construction and
bypass water as needed via a pump around, Pump around shall discharge into a rip rep lined basin or a
sediment bag to keep sediment out of stream.
7. During excavation, stockpile the top 12"t of topsoil, and reuse topsoil as the top layer of soil when
backfilling.
8. Install storm drain pipe, then water pipe. Backf ill, compact and regrade grade area to
original contours.
9, Install silt fence at top of ditch bank and at wetlands line to prevent erosion.
10. If wetland or stream areas are disturbed, outside of the impact areas, they shall be regraded to
original contours using topsoil for the top layer, and the stream banks shall be seeded, with annual
seed, then lined with high velocity excelsior matting then staked with live willow stakes at 3' on
center to stabilize the banks to 5' beyond the top of bank.
IL See rest of design plans for additional detail.
12. See wetlands permit for additional requirements.
Overall Wetlands Impact Map - Sheet 1 of 4
Owner/Developer; Date: 01/05/14 Parker & Associates, Inc.
Scale: i" =400° Consulting Engineers — Land Surveyors — Land Planners
IC3 Partners, LLC Field books Island Creek P.O. Box 976 — 28541-0976
File Name: IC-Wet Impact.dwq 306 New Bridge Street — 28540
PO Box 7122 Disk Name: ACRD #2501 JacksonvUle, North Carolina
Jacksonville, NC 28541 Drawn:BLD Phone [phone] — Fax [phone]
Job No.;5140217-5746 Firm License Number: F-0108
C"')
o
Legend:
Pender
D.B. -Deed Book
county Harrison
Creek
Rand
35
M.B. Map Book
ro
Pg. - Page
New Hanover Wood
Cliff Dr
"lead
R/W - Right -of -way
County Hunter
H .r
Court
Typ, Typical
el 2
Wetlands SITE
Pender
County
New Hanover
County
VICINITY SKETCH
Notes: I Not to Scale
1. Wetland crossing; initial disturbance of this area shall be limited to only that area minimally
needed to allow passage of construction equipment to prepare for the installation of the crossing
and to execute upland construction on the opposing side of the crossing. Clearing, grubbing or
land disturbance of the subject area shall not be performed until all equipment, water, sewer, storm
drain and erosion and sediment control materials or devices sufficient to substantially complete the
construction and stabilization of the crossing are staged or stockpiled at the location. Due
consideration shall be given to impending inclement weather conditions that may adversely
off ect the completion of the crossing in the shortest time practicable.
2. Establish clearing limits per approved plans. Clear and grub wetlands area as needed. Immediately
install silt fence at the wetlands line, and along existing creek top of bank. Install erosion control
fabric along ditch banks. Do not clear or disturb any unpermitted areas.
3. No construction of the crossing shall commence in the wetlands until all materials needed for the
crossing are staged on site.
4. When possible, work in the wetlands shall be done during periods of dry weather.
5, Work in the wetlands shall be completed in the minimum time necessary,
6. Contractor shall install temporary sand bogs and/or sheet pilings in the stream prior to construction and
bypass water as needed via a pump around, Pump around shall discharge into a rip rep lined basin or a
sediment bag to keep sediment out of stream.
7. During excavation, stockpile the top 12"t of topsoil, and reuse topsoil as the top layer of soil when
backfilling.
8. Install storm drain pipe, then water pipe. Backf ill, compact and regrade grade area to
original contours.
9, Install silt fence at top of ditch bank and at wetlands line to prevent erosion.
10. If wetland or stream areas are disturbed, outside of the impact areas, they shall be regraded to
original contours using topsoil for the top layer, and the stream banks shall be seeded, with annual
seed, then lined with high velocity excelsior matting then staked with live willow stakes at 3' on
center to stabilize the banks to 5' beyond the top of bank.
IL See rest of design plans for additional detail.
12. See wetlands permit for additional requirements.
Overall Wetlands Impact Map - Sheet 1 of 4
Owner/Developer; Date: 01/05/14 Parker & Associates, Inc.
Scale: i" =400° Consulting Engineers — Land Surveyors — Land Planners
IC3 Partners, LLC Field books Island Creek P.O. Box 976 — 28541-0976
File Name: IC-Wet Impact.dwq 306 New Bridge Street — 28540
PO Box 7122 Disk Name: ACRD #2501 JacksonvUle, North Carolina
Jacksonville, NC 28541 Drawn:BLD Phone [phone] — Fax [phone]
Job No.;5140217-5746 Firm License Number: F-0108
C"')

N14
' ,4
011
.4d
4 far
W
91ri7i
UVE
R
Install Culvert
4" t Below Ex.
bitch Bottom
Inv. Out 6.20
Scale: 1"=40'
Grade
Ste.
Existing bitch CL
Legend:
D.B. heed Book
M.B. Map Book
Pg. - Page
R/W - Right -of -way
Typ. - Typical
Wetlands
"I., I
Install Culvert
7" ± Below Ex.
Ditch Bottom
Inv. Out 19.50±
rRRA
— __1 '.<
IParallel to L 11
[Roadway.
N -Vag
Wetland -Impact #3
Plan View
Scale: I"=40'
Grade
Install Culvert 7" t
Below Ex. bitch
;P Bottom Inv. In 20.0±
Headwall I
�to Roadwc
Wetlands Impact #3
0.05 Ac.
ra. 25+43.51
Elev. 24.02
44 LF 36" PCP
Install u ve 7"±
Below Ex. Ditch
Existing Ditch 4q Bottom Inv. In 20,0±
1
WE ava-1
W
aTA7
PFAIJ
I
I —
Wetlands Impact Map
0+00 1+00
Wetland Impact #1- Profile View
Wetland Impact Area's #1
0+00 1+00
& 3 Wetland Impact #3 - Profile View
Harz. 1' ° =40'
Horz. P=40'
Rev. 03/16/15 BLD - Revise Sheet Number, Add RRA in Profile
Vert. P=4'
Sheet 2 of 4
Vert. I"=4'
Project:
Owner/Developer
Date: 01/05/14
Parker & Associates, Inc.
THE RESERVE
IC3 Partners, LLC
Scale: As Noted
Field book Island Creek
Consulting Engineers — Land Surveyors — Land Planners
P.O. Box 978 — 28541-0976
ON ISLAND CREEK
File Name: IC-Wet Impact.dwq
306 New Bridge Street — 28540
PO Box 7122
Disk Name: ACAD #2501
Jacksonville, North Carolina
Topsail Twp., Pender Co., North Carolina
Jacksonville, NC 28541
Drawn: BLI)
Phone [phone] — Fax [phone]"1
Job No.:5140217-5746
Firm Ucense Number: F-0108

M1
IN
Full
M
K11
U9
W
"I
14+00 15+00 16+00
Wetland Impact #2 / Stream ILnpact #1- Section View
Horz, I"=40'
Vert. 1"=4'
Rev. 03/16/15 SLD - Revise Sheet Number, Add RRA in Profile, and Add Section View
Project-. I Owner/Developer:
THE RESERVE
ON ISLAND CREEK
Topsail Twp., Pender Co_ North Carolina
IC3 Partners, LLC
PO Box 7122
Jacksonville, NC 28541
.q. -
•
D.S. - Deed Book
M.S. - Map Book
P9, - Page
R/W - Right -of -way
Typ. - Typical
C Wetlands
Note:
See Notes on Sheet I of 3
For Additional Information.
Date: 01/05/14
Scale; As Noted
Field book; Island Creek
File Name: IC-Wet Impact.dwq
Disk Name: ACAD #2501
Drawn: BLO
Job No.:5140217-5746
10%
Install Culvert
7" ± Below Ex.
Ditch Bottom
Inv. Out 4.75
Wetlands Impact #2 - 0.08 Ac.
Stream Impact #1 - 74 LF
15
Lug
R
�om
12
ny
Wetland Impact #2
Stream Impact #1- Plan View
Scale: V=40'
Finished
Grade
Sta. 14+97.35
(r Elev. 11.00
48 LF 2 -361" RCP
IMM
Install Culvert
Install Culvert
7"t Below Ex.
7" ± Below Ex.
Existing Stream CL.1 bitch Bottom
Ditch Bottom
Inv. In 5.00
Inv. Out 4.75
1
Uj
LU
0
V:
K11
U9
W
"I
14+00 15+00 16+00
Wetland Impact #2 / Stream ILnpact #1- Section View
Horz, I"=40'
Vert. 1"=4'
Rev. 03/16/15 SLD - Revise Sheet Number, Add RRA in Profile, and Add Section View
Project-. I Owner/Developer:
THE RESERVE
ON ISLAND CREEK
Topsail Twp., Pender Co_ North Carolina
IC3 Partners, LLC
PO Box 7122
Jacksonville, NC 28541
.q. -
•
D.S. - Deed Book
M.S. - Map Book
P9, - Page
R/W - Right -of -way
Typ. - Typical
C Wetlands
Note:
See Notes on Sheet I of 3
For Additional Information.
Date: 01/05/14
Scale; As Noted
Field book; Island Creek
File Name: IC-Wet Impact.dwq
Disk Name: ACAD #2501
Drawn: BLO
Job No.:5140217-5746
10%
Install Culvert
7" ± Below Ex.
Ditch Bottom
Inv. Out 4.75
Wetlands Impact #2 - 0.08 Ac.
Stream Impact #1 - 74 LF
15
Lug
R
�om
12
ny
Wetland Impact #2
Stream Impact #1- Plan View
Scale: V=40'
Finished
Grade
Sta. 14+97.35
(r Elev. 11.00
48 LF 2 -361" RCP
IMM
15
[IN
0+00 1+00
Wetland Impact #2 / Stream Impact #1- Profile View
Harz. 1"" =40'
Vert. I"=4'
Parker & Associates, Inc. g Hori
Consulting Engineers -- Land Surveyors — Land Planners
P.O. Box 976 — 28541-0976
306 New Bridge Street — 28640
Jacksonville, North Carolina
Phone [phone] Fax [phone]
Firm License Number: F-0108
Install Culvert
Install Culvert
7"t Below Ex.
7" ± Below Ex.
Existing Stream CL.1 bitch Bottom
Ditch Bottom
Inv. In 5.00
Inv. Out 4.75
1
15
[IN
0+00 1+00
Wetland Impact #2 / Stream Impact #1- Profile View
Harz. 1"" =40'
Vert. I"=4'
Parker & Associates, Inc. g Hori
Consulting Engineers -- Land Surveyors — Land Planners
P.O. Box 976 — 28541-0976
306 New Bridge Street — 28640
Jacksonville, North Carolina
Phone [phone] Fax [phone]
Firm License Number: F-0108

N9
ce
15
ILI
a
5+00 6+00 7+00
Wetland Impact #4 /Stream Impact #2 - Section View
Harz. P=40'
Vert, P=4'
Rev. 03/16/15 BLD - Revise Sheet Number, Add PPA in Profile, and Add Section View
Project:_ I Owner/Developer-._
THE RESERVE
ON ISLAND CREEK
Topsail Twp., Pender Co., North Carolina
IC3 Partners, LLC
PO Box 7122
Jacksonville, NC 28541
Install Culvert Existing Stream (L-1 Install Culvert
Wetlands Impact Map 1.0' ± Below Ex. 10 ± Below Ex.
bitch Bottom Ditch Bottom
Wetland Impact Area's #4 Inv. I . Out 10.20i -- Inv. In 10.50+-
Stream Impact Area #2 0+00 1+00
Wetland Impact #4 /Stream Impact #2 - Profile View
Sheet 4 of 4 Horz, 1"=40'
Vert. P=4'
Date: 01/05/14 Parker & Associates, Inc.
Scale: As Noted Consulting Engineers — Land Surveyors — Land Planners Ug Horir"
Field book; Island Creek P.O. Box 976 — 28541-0976
File Name: IC-Wet Impact.dwg 306 New Bridge Street — 28540
..........................
Disk Name: ACRD #2501 Jacksonville, North Carolina
brown:BLD Phone [phone] — Fax [phone]
Job No.:5140217-5746 Firm License Number: F-0108
0