Signed NOBI

AGREEMENT TO ESTABLISH THE RESTORATION SYSTEMS' NEUSE 04
NUTRIENT OFFSET UMBRELLA BANKING INSTRUMENT IN THE NEUSE RIVER
BASIN FOR NUTRIENT OFFSET CREDITS PURSUANT TO THE NEUSE NUTRIENT
MANAGEMENT STRATEGY
TABLE OF CONTENTS
I. PREAMBLE....................................................................................................................................................1
II. LOCATION AND GEOGRAPHIC SERVICE AREA...............................................................................1
III. AUTHORITIES..............................................................................................................................................2
IV. ESTABLISHMENT OF EACH BANK PARCEL.......................................................................................2
V. PRE -CONSTRUCTION DOCUMENTATION FOR EACH BANK PARCEL........................................4
VI. POST CONSTRUCTION DOCUMENTATION FOR EACH BANK PARCEL.....................................6
VII. CALCULATION OF CREDITS FOR EACH BANK PARCEL...............................................................8
VIII. CREDIT RELEASE SCHEDULE................................................................................................................9
IX. PROCEDURE FOR DEBITING AND CREDITING...............................................................................to
X. BANK PARCEL CLOSURE........................................................................................................................I I
XI. GENERAL PROVISIONS FOR EACH BANK PARCEL .... .................................................................. I I

ATTACHMENTS
A — Division of Water Resources Authority Document
B — Ledger Templates
C — Project Credit Table
IN11:1ON11,raW
1. Nutrient Offset Payment Rule 15A NCAC 02B .0703:
http://reports.oah.state.nc.us/ncac/title%2015a%20%20environmental%20qualiiy/chapter%2002%20-
%20environmental%20mana�zement/subchapter%20b/ 15 a%20ncac%2002b%20.0703 .pdf
2. Riparian Buffer Mitigation Rule 15A NCAC 02B .0295:
http://reports.oah.state.nc.us/ncac/title%2015a%20%20environmental%20qualit /hqpter%2002%20-
%20environmental%20management/subchapter%20b/ 15 a%20ncac%2002b%20.0295.pdf
3. NC Session Law 2019-86 "Nutrient Offset Credits":
https://ncleg_gov/EnactedLegislation/SessionLaws/HTML/2019-2020/SL2019-86.html
4. Buffer Interpretation/Clarification #2008-019 for diffuse flow:
https:Hfiles.nc. gov/ncdeq/Water%20QualiLy/Surface%20Water%20Protection/401 /Buffer%20Clarificatio
n%20Memos/Diffuse-Flow-for-Buffer-Mitigation-Sites-Buffer-Clarification-Memo-20080819.pdf
5. Clarified Procedures for Calculating Buffer Mitigation Credits and Nutrient Offset Credits (Nov 2019):
htips:Hfiles.nc. gov/ncdeq/Water%20Qualiiy/Surface%20Water%20Protection/401 /Mitigation/Issues---
Resolutions-Ver-1.0-buffer-mitigation-nutrient-offset.pdf
6. NCDWR — Methodology and Calculations for Nutrient Reductions on the Bank Parcel:
https:Hfiles.nc. gov/ncdeq/Water%20Qualiiy/Planning/NPU/Nutrient%20Offset%20Rule/Aiz-Buffer-
Credit.pdf

I. PREAMBLE
This Nutrient Offset Umbrella Banking Instrument ("Instrument") regarding the establishment, use,
operation, and maintenance of four Nutrient Offset Bank Parcels ("Bank Parcels"), further identified in
Section 11, is to provide Neuse Nutrient Strategy nutrient load reduction credits ("Nutrient Offset
Credits"), and is made and entered into by and among Restoration Systems, LLC as the Bank Sponsor
("Sponsor"), and the North Carolina Department of Environmental Quality — Division of Water
Resources ("DWR"). This Instrument is in accordance with 15A NCAC 02B .0703 and 15A NCAC
02B .0295, see references.
The purpose of each Bank Parcel is:
A. To establish, restore and preserve riparian vegetation adjacent to streams and agricultural ditches
with the intent to improve water quality along unnamed tributaries to the Neuse River within the
Neuse River Basin.
B. To convert agricultural land uses within riparian areas adjacent to streams and agricultural ditches
into a dense and diverse hardwood vegetated state with the intent to significantly reduce nutrient
loadings associated with agricultural practices into streams and ditches.
C. To provide nutrient offset and sell any resulting Nutrient Offset Credits to third parties in the 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 Nutrient Offset Credits for impacts requiring such mitigation or offset.
B. The GSA for the Bank Parcels under this instrument is limited to the Neuse River Basin in the State
of North Carolina, United States Geological Survey ("USGS") 8-digit Hydrologic Unit Code
("HUC") 03020204.
C. Sale or transfer of Nutrient Offset Credits from the Bank Parcels shall be limited to the 8-digit HUC
03020204 in the Neuse River Basin, in accordance with 15A NCAC 02B .0703, unless otherwise
authorized by the DWR in accordance with Session Law 2019-86.
D. Table 1.0 provides site -specific details of the Bank Parcels proposed under this Instrument.

Table 1.0 —Bank Parcel Details
Bank Parcel
8-Digit USGS
Project
Named
Primary Land
Name/DWR
County
Hydrologic
Location
Receiving
Use
Project #
Unit Code
Stream
Saints Delight
Craven
03020204
Bridgeton
Morgan Swamp
Agricultural Crops
20211037v2
Foy Farm
Jones
03020204
Trenton
Trent River
Agricultural Crops
2020-1366v2
Musselshell
Jones
03020204
Trenton
Musselshell
Agricultural Crops
2021-0020v6
Creek
Upper
Musselshell
Musselshell
Jones
03020204
Trenton
Creek
Agricultural Crops
2022-1231vl
III. AUTHORITIES
A. The Bank will be used to provide Nutrient Offset Credit in accordance with the requirements in the
DWR Authority document referenced herein as "Attachment A" and attached to this Instrument.
B. Projects eligible for utilization of the credits are those requiring authorization under the
requirements of Attachment A and any new approved North Carolina General Statutes (NCGS) and
rules for the Neuse Nutrient Management Strategy.
C. The selling of credits generated from the Bank Parcels approved under this Instrument, shall be
consistent with approved North Carolina ("State") statutes and rules for the Neuse Nutrient
Management Strategy.
D. Nutrient offset activities proposed under this Instrument and corresponding Bank Parcel
Development Packages (BPDPs) to generate Nutrient Offset Credits shall be consistent with State
statutes and rules for the Neuse Nutrient Management Strategy that are in place at the time a
complete BPDP is submitted to DWR.
IV. ESTABLISHMENT OF EACH BANK PARCEL
A. In accordance with 15A NCAC 02B .0295 and 15A NCAC 02B .0703, DWR has provided a "Site
Viability Letter" for each of 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 the Site Viability Letter
was issued by NCDWR for the Bank Parcels proposed under this instrument:
2

Table 2.0 — Site Viability Letter Details
Bank Parcel
NC DWR Site
Visit
Viability Letter
Received
Viability Letter
Expiration Date
Saints Delight
October 15, 2021
December 1, 2021
December 1, 2023
Foy Farm
December 9, 2021
April, 16, 2021
March 30, 2023
Musselshell
March 8, 2022
May 11, 2022
May 11, 2024
Upper Musselshell
August 24, 2022
August 25, 2022
August 25, 2024
B. A valid Site Viability Letter is required prior to submittal of each BPDP. Site Viability Letters will
either expire on the dates listed above or upon the submittal of an individual As -Built Report to the
DWR, whichever comes first. If a Site Viability Letter expires prior to submittal of a complete
BPDP as described in Section V to DWR, then the Sponsor must submit a formal request to DWR
for a new Site Viability Letter for that Bank Parcel.
C. Each Bank Parcel proposed for inclusion under this Instrument shall require a BPDP be submitted
to, and approved by, the DWR prior to use of the Bank Parcel for nutrient offset purposes or sale
or transfer of any associated credits. The contents of the BPDP are provided in Section V.
D. Each BPDP submitted under this instrument will be placed on public notice and made available for
public commenting for 15 calendar days.
E. In general, the Sponsor expects all Nutrient Offset Credits to be generated through riparian
restoration.
F. Nutrient Offset Credit on these four (4) Bank Parcels may be achieved through restoration of the
riparian areas adjacent to viable streams and viable ditches where agriculture is the predominant
land use as determined by DWR. Nutrient Offset Credits are only attainable if the width of the
restored riparian areas are at least fifty (50) feet as measured perpendicular from tops of banks
along viable streams and viable ditches. The width of the restoration area should begin at the most
landward limit of the top of bank or the rooted herbaceous vegetation (if present along streams)
and extends landward a minimum of 50 feet and a maximum of 200 feet on all sides of the surface
waters. A conservation easement will be secured to include the tops of all stream channel and ditch
banks and will extend out a maximum of 200 feet. The viability of features to generate nutrient
offset credits 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 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 viable streams and
viable ditches in accordance with 15A NCAC 02B .0703 (g).
2. Planting hardwood trees or trees and shrubs on a Restoration Site as defined in 15A NCAC
02B .0295 (b) adjacent to viable streams and viable ditches where agriculture has been
determined by DWR to be the predominant land -use.
3

3. Diffused flow will be maintained onsite. The Buffer Interpretation/Clarification Memo
#2008-019 may be applied where maintenance of diffuse flow onsite is unattainable,
see reference 4.
H. The total area of riparian restoration activities expected on each Bank Parcel are as follows:
a. Saints Delight Bank Parcel - +/- 38 acres
b. Foy Farm Bank Parcel - +/- 47 acres
c. Musselshell - +/- 55 acres
d. Upper Musselshell — +/- 21 acres
V. PRE -CONSTRUCTION DOCUMENTATION FOR EACH BANK PARCEL
Bank Parcel Development Package
A. Each BPDP submitted under this Instrument shall be submitted to DWR for review and must be
approved by DWR prior to any construction on the corresponding Bank Parcel. Each BPDP will
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. Each BPDP shall include detailed information
consistent with the following items concerning; 1) site location (8-digit HUC is required);
2) existing conditions with current photos; 3) proposed nutrient offset activities including a
detailed vegetation plan; 4) monitoring and maintenance plans; 5) financial assurances; 6) a
Project Credit Table (see Attachment C) showing associated nutrient offset credit calculations,
which shall include credit generation, service area, and accounting as appropriate for each
regulatory authority; 7) stream determination letter from DWR; 8) Site Viability Letter from
DWR, 9) service area figure for each mitigation type proposed under this Instrument; and 10) all
pertinent information including but not limited to permitting, bank stabilization, culvert removal,
installation of any utilities indirectly or directly affecting the Bank Parcel, endangered or
threatened species, presence of historical sites and an Environmental Data Resources (EDR)
report to evaluate environmental risk associated with the land proposed for the Bank Parcel.
B. The Sponsor will obtain all applicable federal, state, and local documentation, permits, or
authorizations needed to construct and maintain each Bank Parcel. This Instrument does not qualify
as, or substitute for, such documentation, permit, or authorization.
C. Any restoration activities or proposed construction within stream channels, riparian buffers and
other riparian areas on the Bank Parcels to produce Nutrient Offset Credit must be approved by
DWR in writing prior to implementation. The failure of the Sponsor to comply with this
requirement may result in a revised or reduced credit release schedule for the Bank Parcel.
D. Requests for deviation from the approved BPDP must be submitted to DWR in writing. Written
approval from the DWR must be received prior to implementing any deviation from the approved
BPDP.
Property Disposition & Long -Term Management for the Bank Parcel
E. Prior to the release of any credits, the Sponsor shall record permanent conservation easements at
the appropriate county Register of Deed's office that is sufficient to ensure protection, operation
and maintenance of restored riparian buffers and other riparian areas in perpetuity.
C!

F. The form of the conservation easement shall be consistent with the standards employed by the State
of North Carolina in the protection of restored riparian buffers and riparian areas and shall be
approved by the DWR prior to the release of any credits.
G. The Sponsor shall not grant additional easements, right of ways, or any other property interest in
or to the project areas, without prior approval from the DWR.
H. The Sponsor agrees to transfer or assign the conservation easement and its interests in perpetuity
to a qualified holder under NC General Statute ("GS") 121-34 et seq. and 170(h) of the Internal
Revenue Code prior to the submittal of the Year 4 Monitoring Report. The holder shall be a land
trust or stewardship program that will hold and enforce the conservation easement and the interests
in perpetuity. The Sponsor shall choose a land trust or stewardship program that is accredited by
the Land Trust Accreditation Commission and/or has been approved by DWR. A land trust must
be certified under 501(c)(3) of the Internal Revenue Code.
I. In the event the Sponsor is also the owner of the underlying fee interest in the property, the
conveyance of the conservation easement to a land trust or stewardship fund must be arranged at
the outset of the approved BPDP.
Financial Assurances for Bank Parcel Development
J. Following approval of each Bank Parcels' BPDP, the Sponsor shall provide a
Performance/Maintenance Bond from a surety company that is rated no less than an "A-" as rated
by A.M. Best, to construct the Bank Parcel, in its entirety, according to the approved BPDP. It is
the Sponsor's responsibility to confirm that the surety company is rated no less than an "A-" with
each annual bond renewal.
K. The amount of the Performance Bond/s shall be 100% of the estimated cost for implementation of
the riparian restoration activities and other related activities for the construction of the Bank Parcel
as described in the approved BPDP. No bond shall be less than $150,000.00 to cover construction
costs. Each Bank Parcel will be bonded individually.
L. Alternatively, in lieu of posting Performance Bonds, the Sponsor may elect to construct the Bank
Parcel, in its entirety, prior to the first credit release.
M. For each Bank Parcel, once DWR has released all credits for completion of all items listed below,
then the Sponsor will be released from its performance obligations under the applicable
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. All Riparian Earthwork, Planting, and Installation of Monitoring Devices Completed,
easement boundaries adequately marked, all applicable permits obtained, site visit
performed by DWR;
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.
5

VI. POST CONSTRUCTION DOCUMENTATION FOR EACH BANK PARCEL
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 Item B (1) and (2) of Section X have been satisfied.
B. Within 30 calendar days after completing the establishment of the nutrient offset areas, the Sponsor
will submit written notification to DWR documenting that all 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;
6. Any major changes to the conservation easement boundary or to the amount of Nutrient
Offset Credits from what was proposed in the approved BPDP.
C. The Sponsor will submit an as -built plan and report for each Bank Parcel separately, after
completing the establishment of the nutrient offset areas. Each As -built Report will be submitted
to DWR and describe any deviation from the approved BPDP and will document all the following:
1. Riparian restoration and planting details, invasive species control, confirmation of fence
installation if applicable, cattle exclusions if applicable, confirmation that all easement
boundary markers are installed, monitoring device locations, vegetation plot locations and
photo point locations as appropriate, and confirmation that all boundary markers are
installed.
2. Boundary Survey of the conservation easement area, signed and sealed by a licensed
surveyor, including an inventory of the final nutrient offset areas in both square feet and
acres.
3. As -built map of the nutrient offset areas showing where riparian restoration was performed
and any deviations to the Bank Parcel from what was approved in the BPDP.
4. Aerial map of the riparian restoration activities approved in the BPDP.
Financial Assurance for Bank Parcel Monitoring
D. After completion of the riparian restoration activities and construction on each Bank Parcel, in its
entirety, a separate Performance/Maintenance Bond will be secured for 100% of the estimated cost
to implement the monitoring and maintenance plan as described in the approved BPDP and As -
Built Report for the site. The Bond must be from a surety company that is rated no less than an "A-
" as rated by A.M. Best, and it is the Sponsor's responsibility to confirm that the surety company
is rated no less than an "A-" with each annual bond renewal.
1

E. Each Performance/Maintenance Bond shall be secured each year for a minimum of five years, and
until DWR has released all Nutrient Offset Credits to the Sponsor. Upon DWR approval, the bond
may be lowered each year based on the adjusted cost to complete the monitoring. No bond shall be
less than $100,000 to cover monitoring and maintenance costs initially.
F. Once DWR has released 100% of all credits for completion of all Bank Parcel milestones described
in Table 3 of Section VIII and in the corresponding BPDP, the Sponsor will be released from its
performance obligations under the performance bond required in "C-D" of this Section.
G. To comply with this section, DWR must be the Obligee on all performance bonds.
Monitoring and Maintenance Reports
H. The Sponsor shall monitor each Bank Parcel, in its entirety, as described in the BPDP until such
time as DWR determines that the performance standards described below have been met. The
monitoring period shall be a minimum of five consecutive years for each Bank Parcel.
I. 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 each BPDP for approval. Some 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 this Bank Parcel, as the minimum height that a planted tree or shrub shall be at
initial planting. Volunteer stems that are less than 10 centimeters shall not be quantified and
included in the annual vegetation data included with the monitoring reports.
K. If the performance standards of the vegetation are not met for an individual Bank Parcel,
supplemental plantings may be required. Supplemental plantings will be utilized until the required
densities have been achieved and maintained for five years. Bank Parcel maintenance, such as
ensuring diffuse flow, managing invasive species, and pest control will be included in the
monitoring report.
L. Monitoring Reports for Nutrient Offset Credit: Reporting criteria of the vegetation shall be
based on the Carolina Vegetation Survey (CVS) — EEP Protocol for Recording Vegetation Level
2 Plot Sampling only version 4.0 or any updated versions of this protocol in place at the date of
acceptance of each BPDP. The Sponsor shall submit an annual monitoring report for each Bank
Parcel 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 figure showing locations of sampling plots, permanent photo
points, location of transects, etc.; and
7

4. Monitoring data, including specific vegetative counts and height data showing that the trees
or tree and shrub species planted are meeting performance standards and updated
photographs; and
5. A copy of the most recent Bank credit/debit ledgers; and
6. Corresponding verification letters from designated local governments upon request; and
7. Corresponding Mitigation Transfer Certificates upon request; and
8. Proof of performance bond renewal to cover the next monitoring year (when applicable).
Contingency Plans/Remedial Actions
M. In the event a Bank Parcel fails to achieve the performance criteria described in this Instrument and
the approved BPDP, the Sponsor shall develop necessary contingency plans in coordination with
the DWR and implement appropriate remedial actions for the Bank Parcel and the Bank. Depending
on the degree of remedial actions required, the DWR may modify the monitoring period.
VII. CALCULATION OF CREDITS
Nutrient Offset Credits
A. The square footage of Nutrient Offset Credits on both Bank Parcels proposed under this Instrument
is determined by applying the applicable ratio as provided in 15A NCAC 02B .0295(m) for a
Restoration Site following the guidance provided in the Clarified Procedures for Calculating
Buffer Mitigation Credits and Nutrient Offset Credits issued by the DWR, including the most recent
Project Credit Table Template (see references 5 and Attachment C respectively). All riparian areas
proposed for Nutrient Offset Credits must be a minimum of fifty (50) feet from the top of the banks
along viable streams and viable ditches on land noted in a Site Viability Letter as agriculture.
B. Nutrient Abatement of Restored Riparian Area/Buffers on Agricultural lands: The Sponsor and
DWR agree to the following:
a. The pounds of nitrogen offset per acre of restored riparian areas/buffers shall be
2,273.02 pounds per acre or 19.16394 square feet per pound.
C. The Sponsor and DWR agree that the methodology and calculations for determining nitrogen
reduction associated with restoration of riparian areas on these four (4) Bank Parcels 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 each Bank Parcel. For further details on the
approved method and calculations for determining nutrient reductions with the riparian restoration
on this Bank Parcel, refer to the NCDWR — Methodology & Calculations for Nutrient Reductions
on the Bank Parcel document found in reference 6.

VIII. CREDIT RELEASE SCHEDULE
A. Upon submittal of all appropriate documentation by the Sponsor, and subsequent approval by
DWR, it is agreed that Nutrient Offset Credits associated with the four (4) Bank Parcels under this
Instrument will become available to sell to a third party in accordance with the Credit Release
Schedule in Table 3.0.
Table 3.0 - Credit Release Schedule for Nutrient Offset Credits
% Credit
Task
Project Milestone
Available for
Sale
1
Instrument and BPDP Approved by DWR, Conservation Easement
20
Recorded*, Financial Assurance Posted
All Riparian Earthwork, Planting and Installation of Monitoring
2
Devices Completed, Easement Boundaries adequately marked, and
20
all applicable permits obtained. A site visit by DWR is required for
this task.
3
Monitoring Financial Assurance Posted and Approval of As -Built
10
Report
4
Monitoring Report #1: Approved by the DWR** & financial
10
assurance renewed
5
Monitoring Report #2: Approved by the DWR** & financial
10
assurance renewed
6
Monitoring Report #3: Approved by the DWR** & financial
10
assurance renewed
7
Item B (1) of Section X in this Instrument has been completed and
5
approved by DWR.
No remaining credits will be released until the conservation
easement has been assigned to an approved land trust or
stewardship
8
Monitoring Report #4: Approved by the DWR** & financial
5
assurance renewed
9
Monitoring Report #5: Approved by the DWR** and final site visit
10
by DWR has been conducted
Total
100%
* For specification, please see Section V in this Instrument
** DWR Approval provided upon a determination that the site is meeting success criteria
contained within the approved BPDP
B. DWR may modify the credit release schedule based on the information submitted or the order in
which required information is received. DWR will notify the Sponsor of any modification to the
credit release schedule.
C. Any major deviations to the Bank Parcel that were not authorized in writing by DWR prior to
implementation may affect the amount of nutrient offset credits that will be generated by the Bank
Parcel.
so

IX. PROCEDURE FOR DEBITING AND CREDITING FOR EACH BANK PARCEL
Credit Ledgers
A. The Sponsor shall maintain one credit ledger for each mitigation type for each Bank Parcel
proposed under this Instrument, unless otherwise instructed by DWR in the approved BPDP: Each
Bank Parcel will have a separate credit ledger. Credit ledgers shall provide the accounting for
Nutrient Offset Credits in pounds and square feet.
B. Each credit ledger shall be submitted on a separate 8 1/2-in X 11-in spreadsheet with legible font
style and font size. All ledgers shall be submitted using the templates provided in Attachment B
of this Instrument or any updated versions to these templates as provided by DWR.
Credit Processing
C. Nutrient Offset Credits generated on each Bank Parcel will be used to offset nitrogen nutrient loads
within the 8-digit HUC 03020204 of the Neuse River Basin in accordance with 15A NCAC 02B
.0703.
D. Credits must be calculated for each 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.
E. The Sponsor shall obtain written verification of nutrient offset need from a designated local
government within the 03020204 HUC of the Neuse River Basin, or from DWR through an
approved NPDES permit for wastewater nutrient sources, prior to debiting Nutrient Offset Credits
from the Bank Parcels.
F. All credit and debit transactions for the Bank Parcel under this Instrument shall be accurately
depicted in the credit ledgers. The Sponsor shall provide DWR up-to-date credit ledgers for each
Bank Parcel by the tenth (loth) of each month. At a minimum and upon request, DWR shall receive
a hard copy of updated credit ledgers along with the corresponding Mitigation Credit Transfer
Certificates ("Certificate") and all corresponding letters from the designated local governments or
DWR where applicable, once a year. Notification of all credit sales shall be provided to DWR until
all credits that have been released have been sold.
Mitigation Credit Transfer Certificates
G. All credit sales will include a Mitigation Credit Transfer Certificate ("Certificate") that is required
to be provided to the buyer of Riparian Buffer and/or Nutrient Offset credits, that will include, at a
minimum, the following information:
1. Bank Details: (1) Sponsor Name, (2) Bank Parcel name as it appears in Table 1.0, (3) DWR
project number for the BPDP as it appears in Table 1.0.
2. Credit Details: (1) date of receipt, (2) identify if full or partial payment, (3) amount of
nitrogen Nutrient Offset Credits purchased in pounds and confirmation from the designated
local government or DWR of the amount required,.
10

3. Permitted Project Details: (1) project name as it appears on DWR or local government
permits and/or certifications, (2) 8-digit HUC, (3) river basin, (4) nutrient strategy
applicable to the project with impacts, (5 — when applicable) designated local government
or DWR requiring Nutrient Offset Credits and (6) credit type and amount required for
project.
H. If the DWR determines that the Bank is operating at a deficit (e.g., the Sponsor is utilizing, selling,
leasing and/or transferring credits that are not available), or the Bank is selling or transferring
credits out of compliance with statutes, rules or this Agreement, the sale/transfer will immediately
cease, and the DWR, in consultation with the Sponsor, will determine what remedial actions are
necessary.
X. BANK PARCEL CLOSURE
A. Bank Parcel Closure 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 Nutrient
Offset Credits left to sell.
B. Bank Parcel Closure shall commence only after all the following events have occurred:
1. Transfer or assign the conservation easement and all its interests, in perpetuity, to a land
trust or stewardship program as described in Section V of this Instrument.
2. All five years of monitoring completed, and all monitoring reports submitted and approved
by DWR.
3. All credits have been released and debited and updated ledgers showing zero credit
balances have been submitted and approved by DWR.
A. Upon the presentation of proper credentials, and during normal business hours, the Sponsor and the
landowner shall grant permission to the Director of DWR, and/or an authorized representative of
the Director of DWR, to enter the property containing the Bank Parcel (s).
B. Amendments: This Banking Instrument may be amended or modified only with written approval
of all signatory parties.
C. Any transfer of the Sponsor's rights or obligations outlined in this Instrument or any other
agreement referenced in this Instrument to a third party must be approved by DWR prior to the
transfer.
D. Force Majeure: After 100% of all the credits have been released according to the credit release
schedule in Section VIII and confirmation has been received by the DWR that the Conservation
Easement has been successfully assigned in compliance with Item H of Section V, the Sponsor will
not be responsible for Bank failure that is attributed to natural catastrophes including but not limited
to flood, drought, disease, regional pest infestation, etc. that are beyond the control of the Sponsor.
E. However, if an event occurs before 100% of all the credits have been released according to the
credit release schedule in Section VIII, the Sponsor shall take remedial action to restore the property
to its condition prior to the event, in a manner sufficient to provide adequate offset and mitigation
II

to cover credits that were sold prior to the occurrence of the event. Such remedial action shall be
taken by the Sponsor only to the extent necessary and appropriate, as determined by DWR and the
Sponsor.
DWR must concur in writing that a force majeure event has occurred for this provision to apply.
F. Oversight: Actions taken by DWR may include, but are not limited to, the following:
1. Site visits,
2. Issuance of Site Viability Letters,
3. BPDP review and approval of items listed in Section V of this Instrument,
4. As -Built Report review and approval of items listed in Section VI of this Instrument,
5. Monitoring Report review and approval of items listed in Section VI of this Instrument,
6. Credit Ledger review and approval of items listed in Section IX of this Instrument,
7. Certificate review of items listed in Section IX of this Instrument and cross analysis to
credit ledgers and,
8. Information requests, file reviews and audits.
Reports, ledgers, files, and other information shall be made available to DWR upon request, unless
otherwise specified in this or any other document.
G. Validity of the Banking Instrument: This Instrument will become valid on the date of the last party's
signature.
H. Specific Language of Banking Instrument Shall Be Controlling: To the extent that specific language
in this document changes, modifies, or deletes terms and conditions contained in those documents
that are incorporated into the Instrument by reference, and that are not legally binding, the specific
language within the Instrument shall be controlling.
1. Any disputes over decisions regarding this Instrument, shall be referred to the Director of DWR for
a decision. The Director's decision is subject to review as provided in Articles 3 and 4 of G.S.
150B.
J. This Agreement shall be binding upon the parties and is entered into knowingly, intelligently, and
voluntarily.
K. Notices: All notices and other communications which may be or are required to be given or made
by any party to the other shall be in writing and shall be deemed to have been properly given and
received on the date delivered in person, received via electronic mail, or deposited in the United
States mail, registered or certified, return receipt requested, to the addresses set out below, or at
such other addresses as specified by written notice delivered in accordance herewith.
12

If to Sponsor: Restoration Systems, LLC
Attn: Barrett Jenkins
1101 Haynes Street, Suite 211
Raleigh, NC 27605
[e-mail]
If to DWR: NC Division of Water Resources — 401 & Buffer Permitting Branch
Attn: Nutrient Offset and Buffer Mitigation Banking Coordinator
1617 Mail Service Center
Raleigh, NC 27699-1617
L. Applicable Law: This Agreement shall be construed under the laws of the State of North Carolina.
RESTORATION SYSTEMS, LLC
By: John Prey (Print)
(Signature)
Title: Director oU—perations
Date: 2/2/2023
NORTH CAROLINA DEPARTMENT OF ENVIRONMENTAL QUALITY -DIVISION OF WATER
RESOURCES
By: Richard E. Rogers. Jr. (Print)
RyichaYU1, U Ro yel-J, t7 . (Signature)
Title: Director, Division of Water Resources
Date: 02/24/2023
13

ATTACHMENT A — Division of Water Resources Authority Document

Nutrient Offset Program & Buffer Mitigation Program Updated
Authorities for Neuse Strategy MBI August 11, 2020
ATTACHMENT A
Authorities pertaining to the Restoration Systems' Neuse 04
Nutrient Offset Banking Instrument
All Basins
General Statutes:
G.S. § 143-214.11 Ecosystem Enhancement Program
G.S. § 143-214.26 Nutrient Offset Credits
G.S. § 143-214.20-24 Riparian Buffer Protection Program
G.S. § 143-214.7 Stormwater runoff rules and programs
G.S. § 143-215.8B Basinwide Water Quality Management Plans
Session Laws
S.L. 2019-86 (Amendment to G.S. § 143-214.26)
S.L. 2016-94
S.L. 2015-246
S.L.2015-149
S.L.2014-90
S.L.2014-120
S.L.2013-413
S.L.2013-121
S.L.2013-265
S.L. 2012-200 (Amendment to G.S. §143-214.23 and G.S. §143-215.1)
S.L. 2011-343 (Amendment to G.S. §143-214.11)
S.L. 2009- 337 (Amendment to G.S. § 143-214.11)
Administrative Rules:
15A NCAC 02B .0202 Definitions
15A NCAC 02B .0223 Nutrient Sensitive Waters
15A NCAC 02B .0701 Nutrient Strategies Definitions
15A NCAC 02B .0703 Nutrient Offset Credit Trading
15A NCAC 02B .0295 Mitigation Program Requirements for Protection and Maintenance of Riparian Buffers
Neuse River Basin Buffer and Neuse Nutrient Strategy
Session Laws
S.L. 2011-394
S.L. 1998-221 (Part I)
S.L.1995-572
Administrative Rules:
15A NCAC 02B .0710 Neuse Nutrient Strategy: Purpose and Scope
15A NCAC 02B .0711 Neuse Nutrient Strategy: Stormwater
15A NCAC 02B .0712 Neuse Nutrient Strategy: Agriculture
15A NCAC 02B .0713 Neuse Nutrient Strategy: Wastewater Discharge Requirements
15A NCAC 02B .0714 Protection and Maintenance of Existing Riparian Buffers

ATTACHMENT B — Ledger Templates

Restoration Systems, LLC - Neuse 04 Umbrella Nutrient Offset Banking Instrument
Foy Farm Bank Parcel / Neuse 03020204 Nitrogen Offset Credit Ledger
Date Last Updated: 00/00/0000
DWR # 2020-1366v2
,A
Total Credits Released to Date:
Credits Released/Available to
Credits Debited/Sold from
Nutrient Credit Balance
Date Paid
Purchaser or UMBI Task
Project w/HUC #
Bank
Bank
Local Gov't
Completed
Pounds of
Square Feet
Pounds of
Square Feet
Pounds of
Square Feet
Nitrogen
Nitrogen
Nitrogen
00/00/0000
0.00
Ja
.00
0.00
00/00/0000
0.00
1 0.00
0.00
0.00

Restoration Systems, LLC - Neuse 04 Umbrella Nutrient Offset Banking Instrument
Musselshell Bank Parcel / Neuse 03020204 Nitrogen Offset Credit Ledger
Date Last Updated: 00/00/0000
DWR # 2021-0020v6
Total Credits Released to Date:
Credits Released/Available to
Credits Debited/Sold from
Nutrient Credit Balance
Date Paid
Purchaser or UMBI Task
Project w/HUC #
Bank
Bank
Local Gov't
Completed
Pounds of
Square Feet
Pounds of
Square Feet
Pounds of
Square Feet
Nitrogen
Nitrogen
Nitro en
00/00/0000
0.00
0
0.00
00/00/0000
0.00
0.00
0.00
0.00

Restoration Systems, LLC - Neuse 04 Umbrella Nutrient Offset Banking Instrument
Saints Delight Bank Parcel / Neuse 03020204 Nitrogen Offset Credit Ledger
Date Last Updated: 00/00/0000
DWR # 2021-1037v2
Total Credits Released to Date:
Credits Released/Available to
Credits Debited/Sold from
Nutrient Credit Balance
Date Paid
Purchaser or UMBI Task
Project w/HUC #
Bank
Bank
Local Gov't
Completed
Pounds of
Square Feet
Pounds of
Square Feet
Pounds of
Square Feet
Nitrogen
Nitrogen
Nitro en
00/00/0000
0.00
0
0.00
00/00/0000
0.00
0.00
0.00
0.00

Restoration Systems, LLC - Neuse 04 Umbrella Nutrient Offset Banking Instrument
Upper Musselshell Bank Parcel / Neuse 03020204 Nitrogen Offset Credit Ledger
Date Last Updated: 00/00/0000
DWR #2022-12310
Total Credits Released to Date:
Credits Released/Available to
Credits Debited/Sold from
Nutrient Credit Balance
Date Paid
Purchaser or UMBI Task
Project w/HUC #
Bank
Bank
Local Gov't
Completed
Pounds of
Square Feet
Pounds of
Square Feet
Pounds of
Square Feet
Nitrogen
Nitrogen
Nitro en
00/00/0000
0.00
0
0.00
00/00/0000
0.00
0.00
0.00
0.00

ATTACHMENT C — Project Credit Table Template

ZZ
}){�������������������§
J
/!2
kkk
�
�
/(\
/\
k^
�
)k
�°
\\
�
�§f
k
/�)
#
Ek
\(f\z
/Jg
IA::33
a
\=
G
2-
A
��
==§9
=
0'ra
§(§)!
/§\|{)}(
�
mr!§ƒe-$«