SW8970105_CURRENT PERMIT_20210601 (2)

STORMWATER DIVISION CODING SHEET
POST -CONSTRUCTION PERMITS
PERMIT NO.
SW8 q7 01 0 S
DOC TYPE
CURRENT PERMIT
❑ APPROVED PLANS
❑ HISTORICAL FILE
❑ COMPLIANCE EVALUATION INSPECTION
DOC DATE
2021 06 OI
YYYYMMDD

ROY COOPER
Governor
DIONNE DELLI-GATTI
Secretary
BRIAN WRENN
Director
June 1, 2021
NORTH CAROLINA
£nvlronmeatal Qaalty
Smith Creek Retail, LLC
Attn: Mr. Henry E. Miller, I❑
PO Box 12729
Wilmington, NC 28405
Subject: Permit Extension, Renewal, Correction, and Minor Modification
State Stormwater Management Permit No. SW8 970105
Smith Creek Station
New Hanover County
Dear Mr. Miller:
Effective August 1, 2013 the State Stormwater program has been transferred from the Division of Water Quality
(DWQ) to the Division of Energy, Mineral and Land Resources (DEMLR). All previous references to DWQ will
remain in older stormwater permits issued prior to August 1, 2013 until they are modified. Please note that this
updated permit now references DEMLR as the Division responsible for issuance of the permit.
Permit Extension:
On August 5, 2009, the Governor signed Session Law 2009-406. This law impacts any development approval
issued by the Division of Energy, Mineral and Land Resources under Article 21 of Chapter 143 of the General
Statutes, which is current and valid at any point between January 1, 2008, and December 31, 2010. The law
extends the effective period of any stormwater permit that was set to expire during this time frame up to three (3)
years from its current expiration date. On August 2, 2010, the Governor signed Session Law 2010-177, which
granted an extra year for an extension of up to four (4) years.
Permit Renewal:
On October 13, 2020, the Wilmington Regional Office received a Permit Renewal Application Form for the
subject project which was issued on May 28, 2021. The Division is hereby notifying you that the subject permit
has been renewed and is also reminding you that this permit shall he effective until March 11, 2029, which
includes all available extensions. A copy of the renewed, and updated permit and associated documents are
enclosed.
Permit Correction and Minor Modification:
As shown in Attachment B, the Pond 2 drainage area was reported incorrectly. It has been corrected.
Additionally, a 5, I00sf fitness pad has been added to Tract 3 as a minor modification as shown in Attachment B.
This Minor Modification was accepted on May 28, 2021 and issued on June 1, 2021.
This permit is subject to the conditions and limitations as specified in the updated permit. Please pay special
attention to the conditions listed in this permit regarding the Operation and Maintenance of the SCM(s),
recordation of deed restrictions, procedures for changing ownership, transferring the permit, and renewing the
permit. Failure to establish an adequate system for operation and maintenance of the stormwater management
system, to record deed restrictions, to transfer the permit, or to renew the permit, will result in future compliance
problems.
D V& O%Z North Carolina Department of Environmental Quality I Division of Energy, Mineral and Land Resources
Wilmington Regional Offlce 1 127 Cardinal Drive Extension I Wilmington, North Carolina 28405
u+r\ J'� 910.796.7215

State Stormwater Permit No. SW8 970105
Page 2 of 2
If you have any questions, need additional copies of the permit or approved plans, please contact Kelly Johnson
with DEMLR in the Wilmington Regional Office at [phone].
Sincerely,
CD., /j A
For Brian Wrenn, Director
Division of Energy, Mineral and Land Resources
Enclosures: Copy of the Permit Renewal Application Form
Copy of the Minor Modification Form
Attachment A — Designer's Certification
Attachment B — Impervious Area Summary
Attachment C — Permitting History
Attachment D — List of Permitted Plans
DES/kpj: %Stotrnwater\Permits & Projects\ 1 997\970105 HD\2021 06 970105
cc: John Kuske, PE, Kuske3 Engineering, PLLC
321 South Kerr Avenue, Unit 115, Wilmington, NC 28403
Wilmington Regional Office Stormwater File
D F J%M North Carolina Department of Environmental Quality I Division of Energy. Mineral and Land Resources
Wiimington Regional Office 1 127 Cardinal Drive Extension I Wilmington. North Carolina 28405
�+\ r 910.796.7215

State Stormwater Management Systems
Permit No. SW8 970105
STATE OF NORTH CAROLINA
DEPARTMENT OF ENVIRONMENTAL QUALITY
DIVISION OF ENERGY MINERAL AND LAND RESOURCES
STATE STORMWATER MANAGEMENT PERMIT
HIGH DENSITY DEVELOPMENT
In accordance with the provisions of Article 21 of Chapter 143, General Statutes of North Carolina as
amended, and other applicable Laws, Rules, and Regulations
PERMISSION IS HEREBY GRANTED TO
Smith Creek Station, LLC
Smith Creek Station
Racine Drive & Eastwood Road, Wilmington, New Hanover County
FOR THE
construction, operation and maintenance of two wet detention ponds in compliance with the provisions
of 15A NCAC 2H .1000 (hereafter referred to as the "storm water rules') and the approved stormwater
management plans and specifications and other supporting data as attached and on file with and
approved by the Division of Energy, Mineral and Land Resources (DEMLR) and considered an
enforceable part of this permit.
This permit shall be effective from the date of issuance until March 11, 2029, and shall be subject to the
following specified conditions and limitations:
I. DESIGN STANDARDS
This permit is effective only with respect to the nature and volume of stormwater described in the
application and other supporting data.
2. This stormwater system has been approved for the management of stormwater runoff as
described in Section 1.5 of this permit. Pond 1 and Pond 2, the permitted stormwater controls,
have been designed to handle the runoff from a maximum of 688.248 square feet of built -upon
area and 708,286 square feet of built -upon area, respectively.
3. Approved plans and specifications for this project are incorporated by reference and are
enforceable parts of the permit.
4. The tract will be limited to the amount of built -upon area indicated in Section 1.2 and Section 1.5 of
this permit, and per approved plans.
Page 3 of 12

State Stormwater Management Systems
Permit No. SW8 970105
The following design elements have been permitted for the wet detention ponds 1 and 2 and
must be maintained at design condition:
a. Drainage Area, acres
(square feet)
b. Total Impervious Surfaces', ftZ:
c. Pond Design Depth, feet:
d. Permanent Pool Elevation, FMSL:
e. Provided Surface Area, ftZ:
f. Provided Storage Volume, ft':
g. Temporary Storage Elevation, FMSL
h. Controlling Orifice:
i. Name of Receiving Stream/Index #:
j. Classification of Water Body:
'See Attachment B
II. SCHEDULE OF COMPLIANCE
POND 1 POND 2
18.65
19.32
(812,394)
(841,579)
688,248
708,286
7.5
7.5
33.1
34
32,400
37,000
62,190
62,480
34.9
35.6
3.5" cp pipe
3.5" cp pipe
Smith Creek / (CFR
18-74-63 )
"C Sw"
The stormwater management system shall be constructed in its entirety, vegetated and
operational for its intended use prior to the construction of any built -upon surface.
2. During construction, erosion shall be kept to a minimum and any eroded areas of the system will
be repaired immediately.
The permittee shall at all times provide the operation and maintenance necessary to assure the
permitted stormwater system functions at optimum efficiency. The approved Operation and
Maintenance Plan must be followed in its entirety and maintenance must occur at the scheduled
intervals including, but not limited to:
a. Semiannual scheduled inspections (every 6 months).
b. Sediment removal.
C. Mowing and revegetation of side slopes.
d. Immediate repair of eroded areas.
e. Maintenance of side slopes in accordance with approved plans and specifications.
f. Debris removal and unclogging of outlet structure, orifice device and catch basins and
piping.
g. Access to the outlet structure must be available at all times.
h. The vegetated filter will be maintained with grass and with no erosion. The spreader
mechanism will be kept free of sediment and trash, and must distribute the runoff evenly
across the width of the filter.
4. Records of maintenance activities must be kept and made available upon request to authorized
personnel of DEMLR. The records will indicate the date, activity, name of person performing
the work and what actions were taken.
Page 4 of 12

State Stormwater Management Systems
Permit No. SW8 970105
5. Decorative spray fountains are allowed in the stormwater treatment system, subject to the
following criteria:
a. The fountain must draw its water from less than 2' below the permanent pool surface.
b. Separated units, where the nozzle, pump and intake are connected by tubing, may be used
only if they draw water from the surface in the deepest part of the pond.
c. The falling water from the fountain must be centered in the pond, away from the shoreline.
d. The maximum horsepower for the fountain's pump is based on the permanent pool volume.
The maximum pump power for a fountain in Pond 1 is'/z HP and for Pond 2 is'/< HP.
The facilities shall be constructed, operated, and maintained in accordance with the provisions
of this permit, the approved plans and specifications, and the supporting documents attached to
this permit and on file with the Division.
Upon completion of construction, prior to issuance of a Certificate of Occupancy, and prior to
operation of this permitted facility, the permittee shall cause a certification from an appropriate
designer for the system installed to be submitted, certifying that the permitted facility has been
installed in accordance with this permit, the approved plans and specifications, and other
supporting documentation. Any deviations from the approved plans and specifications must be
noted on the Certification. A modification may be required for those deviations.
B. If the stormwater system was used as an Erosion Control device, it must be restored to design
condition prior to operation as a stormwater treatment device, and prior to occupancy of the
facility.
9. A copy of the approved plans and specifications shall be maintained on file by the Permittee for
a minimum of ten years from the date of the completion of construction.
10. Prior to the sale of any portion of the property, an access/maintenance easement to the
stormwater facilities shall be granted in favor of the permittee if access to the stormwater
facilities will be restricted by the sale of any portion of the property.
11. The permittee is responsible for verifying that the proposed built -upon area does not exceed the
allowable built -upon area.
12. The runoff from all built -upon area on the project must be directed into the permitted stormwater
control system.
13. The Director may notify the permittee when the permitted site does not meet one or more of the
minimum requirements of the permit. Within the time frame specified in the notice, the permittee
shall submit a written time schedule to the Director for modifying the site to meet minimum
requirements. The permittee shall provide copies of revised plans and certification in writing to
the Director that the changes have been made.
14. Prior to the sale of any lot, the following deed restrictions must be recorded:
a. The following covenants are intended to ensure ongoing compliance with State
Stormwater Management Permit Number SW8 970105, as issued by the DEMLR under
NCAC 2H.1000.
b. The State of North Carolina is made a beneficiary of these covenants to the extent
necessary to maintain compliance with the Stormwater Management Permit.
c. These covenants are to run with the land and be binding on all persons and parties
claiming under them.
d. The covenants pertaining to stormwater may not be altered or rescinded without the
express written consent of the State of North Carolina, DEMLR.
e. Alteration of the drainage as shown on the approved plans may not take place without the
concurrence of the DEMLR.
Page 5 of 12

State Stormwater Management Systems
Permit No. SW8 970105
f. The maximum built -upon area per lot, in square feet, is as specified in Attachment B. This
allotted amount includes any built -upon area constructed within the lot property
boundaries, and that portion of the right-of-way between the front lot line and the edge of
the pavement. Built upon area includes, but is not limited to, structures, asphalt, concrete,
gravel, brick, stone, slate, coquina and parking areas, but does not include raised, open
decking, or the water surface of swimming pools.
g. All runoff on the lot must drain into the permitted system. This may be accomplished
through providing roof drain gutters, which drain to the street, grading the lot to drain
toward the street, or grading perimeter swales and directing them into the pond or street.
Lots that will naturally drain into the system are not required to provide these measures.
h. Built -upon area in excess of the permitted amount will require a permit modification.
i. Each lot within the subdivision whose ownership is not retained by the permittee, must
submit a separate Offsite Stormwater Management Permit application package to the
DEMLR and receive a permit prior to any construction on the lot.
15. A copy of the recorded deed restrictions must be submitted to the Division within 30 days of
the date of recording the plat, and prior to selling lots. The recorded copy must contain all of
the statements above, the signature of the Permittee, the deed book number and page, and
the stamp/signature of the Register of Deeds.
16. No person or entity, including the permittee, shall alter any component shown in the
approved plans and specifications. Prior to the construction of any modification to the
approved plans, the permittee shall submit to the Director, and shall have received approval
for modified plans, specifications, and calculations including, but not limited to, those listed
below. For changes to the project or SCM that impact the certifications, a new or updated
certification(s), as applicable, will be required and a copy must be submitted to the
appropriate DEQ regional office upon completion of the modification.
a. Any modification to the approved plans and specifications, regardless of size including the SCM(s),
BUA, details, etc.
b. Redesign or addition to the approved amount of BUA or to the drainage area.
c. Further development, subdivision, acquisition, lease or sale of any, all or part of the project and/or
property area as reported in the approved plans and specifications.
d. Altering, modifying, removing, relocating, redirecting, regrading, or resizing of any component of
the approved SCM(s), the stormwater collection system and/or vegetative conveyance shown on
the approved plan.
e. The construction of any allocated future BUA.
f. The construction of any permeable pavement, #57 stone area, public trails, or landscaping
material to be considered a permeable surface that were not included in the approved plans and
specifications.
g. Other modifications as determined by the Director.
17.
III. GENERAL CONDITIONS
This This permit is not transferable to any person or entity except after notice to and approval by the
Director. The permittee shall submit a completed and signed "Permit Transfer Application Form"
(available on the Division website) accompanied by the required fee and supporting documentation as
listed on the form, to the Division at least 60 days prior to any one or more of the following events:
a. The sale or conveyance of the project area in whole or in part, except in the case of an individual
lot sale that is made subject to the recorded deed restrictions and protective covenants;
b. Dissolution of the partnership, corporate, or LLC entity, subject to NCGS 55-14-05 or NCGS
57D-6-07 and 08;
c. Bankruptcy;
d. Foreclosure, subject to the requirements of Session Law 2013-121;
Any individual or entity found to be in noncompliance with the provisions of this stormwater
management permit or the requirements of the Stormwater rules is subject to enforcement
procedures as set forth in NCGS 143 Article 21.
Page 6 of 12

State Stormwater Management Systems
Permit No. SW8 970105
3. The issuance of this permit does not preclude the Permittee from complying with any and all
statutes, rules, regulations, or ordinances which may be imposed by other government agencies
(local, state, and federal) which have jurisdiction.
4. In the event that the facilities fail to perform satisfactorily, including the creation of nuisance
conditions, the Permittee shall take immediate corrective action, including those as may be
required by this Division, such as the construction of additional or replacement stormwater
management systems.
5. The permittee grants DEQ Staff permission to enter the property for the purpose of inspecting all
components of the permitted stormwater management facility.
6. The permit issued shall continue in force and effect until the permittee files a request with the
Division for a permit modification, transfer, renewal, or rescission; however, these actions do not
stay any permit conditions.
7. Unless specified elsewhere, permanent seeding requirements for the stormwater control must
follow the guidelines established in the North Carolina Erosion and Sediment Control Planning
and Design Manual.
8. A permit renewal request must be submitted at least 180 days prior to the expiration date of this
permit. The renewal request must include the appropriate application, documentation and the
processing fee as outlined in Title 15A NCAC 02H.1045(3).
9. Current Permittee Name or Address Changes: The permittee shall submit a completed "Permit
Information Update Application Form" (available on the Division website) to the Division within
30 days to making any one or more of the following changes:
a. A name change of the current permittee;
b. A name change of the project;
c. A mailing address change of the permittee;
10. The permittee is responsible for compliance with all permit conditions until such time as the
Division approves the transfer request. Neither the sale of the project, in whole or in part, nor the
conveyance of common area to a third party constitutes an approved transfer of the stormwater
permit.
Permit renewed, extended, corrected, modified, and updated, and issued this the 1si day of June 2021
NOOR�TH CAROLINAnENVIRONMENTAL MANAGEMENT COMMISSION
Un
f ran Senn, Director
Division of Energy, Mineral and Land Resources
By Authority of the Environmental Management Commission
Permit Number SW8 970105
Page 7 of 12

State Stormwater Management Systems
Permit No. SW8 970105
Attachment A
Smith Creek Station
Stormwater Permit No. SW8 970105
New Hanover County
Designer's Certification
I, , as a duly registered
in the State of North Carolina, having been authorized to observe (periodically/weekly/full time) the
construction of the project,
for (Project Owner) hereby state that, to the best of my
abilities, due care and diligence was used in the observation of the project construction such that the
construction was observed to be built within substantial compliance and intent of the approved plans
and specifications.
The checklist of items on page 2 of this form is included in the Certification.
Noted deviations from approved plans and specification:
Signature
Registration Number
Date
SEAL
Page 8 of 12

State Stormwater Management Systems
Permit No. SW8 970105
Certification Requirements:
1. The drainage area to the system contains approximately the permitted acreage.
2. The drainage area to the system contains no more than the permitted amount of
built -upon area.
3. All the built -upon area associated with the project is graded such that the runoff drains to
the system.
4. The outlet/bypass structure elevations are per the approved plan.
5. The outlet structure is located per the approved plans.
6. Trash rack is provided on the outlet/bypass structure.
7. All slopes are grassed with permanent vegetation.
8. Vegetated slopes are no steeper than 3:1.
9. The inlets are located per the approved plans and do not cause short-circuiting of the
system.
10. The permitted amounts of surface area and/or volume have been provided.
1.1. Required drawdown devices are correctly sized per the approved plans.
12. All required design depths are provided.
13. All required parts of the system are provided, such as a vegetated shelf, and a forebay.
14. The overall dimensions of the system, as shown on the approved plans, are provided.
cc: NCDEQ-DEMLR Regional Office
New Hanover County Building Inspector
Page 9 of 12

State Stormwater Management Systems
Permit No. SW8 970105
Attachment B — Impervious Area Summary
OBsite Offsite Project Name
L�Masterm Permit
Drainage Area2
Pond 1
Allocated BUA
3/3/2011 6/1/2IWL
1&65 1&6S
Pond 2
Allocated BUA
3/3/2011 6/1/20211
9.32 19.
ac
ITotalAllocated
688,248:]�q
708,2116
708,286
sf
I Future Impervious Area Available
0
20,191
20,191
sf
OP to
SW8 070315
Hampton Inn
119,572
119,572
sf
OP 2A
SW8100303
Buffalo Wild Wings
110,251
110,251
sf
I OP 3R
SW8 000840
Always Graphics
49,005
49,005
sf
I OP 4A
SW8 000719
Land Rover
80,760
90,760
sf
OP 511
SW8 021113
Japanese Steak House
40,772
40,772
sf
OP 611
SW8 000418
Texas Roadhouse
43,516
43,516
sf
Tract 1R
SW8 071007
Home Depot
364,597
364,597
sf
49,658
49,658
sf
Tract 3
SW8 970105
02 Fitness (formerly Golds G)m) Total:
156,816
156,816
sf
Allocated before 3r"f1
139,392
sf
Outdoor FkneW Pad
5,100
sf
Future Available an Tract 3
12,324
sf
Tract 2-A2
SW8 970105
Port City Java
73,900
73,900
sf
Tract 211
SW8 071008
Kohl's
13,068
13,068
sf
274,428
274,428
sf
'Tract 3 is allocated 156,816sf of BUA. The owner of Tract 3 has constructed 139,392sf of BUA on Tract 3. The
owner of Tract 3 added a 5,100sf outdoor fitness pad for their leased tenant, 02 Fitness. The remaining future
Impervious area allocation for Tract 3 is 12,324sf.
'The drainage area for Pond 2 had a typo that has now been corrected.
Page 10 of 12

State Stormwater Management Systems
Permit No. SW8 970105
Attachment C — Permitting History
Version Date Description
1.0
3/11/1997
Initial permit issued
2.0
11/23/2009
Modification and Renewal
2.1
3/26/2010
Permit Transfer
2.2
3/3/2011
Minor modification
3.0
5/28/2021
Permit Renewal and Extension
3.1
6/1/2021
Permit Correction and Modification.
Page 11 of 12

State Stormwater Management Systems
Permit No. SW8 970105
Attachment D — List of Permitted Plans
Page 12 of 12

m
,/
KUSKE3 ENGINEERING, PLLC
JOHN A. KUSKE, III, P.E.
321 SOUTH KERR AVENUE, NO. 115 • V R-MINGTON, NC 28403 • LICENSE NO. P-0909 • (P) 910,471.4041 • [e-mail]
SMITH CREEK STATION
STATE STORMWATER PERMITTING HISTORY
STATE STORMWATER PERMIT SW8 970105
• 3/11197 - SMITH CREEK STATION INITIAL PERMIT ISSUED TO BAITA
DEVELOPMENT COMPANY, LLC
o APPROVED PLAN SHEETS PREPARED BY ANDREW & KUSKE
CONSULTING ENGINEERS, INC.
• SMITH CREEK STATION COVER SHEET —
BAITA DEVELOPMENT
COMPANY, LLC
• CIA — SMITH CREEK STATION GRADING,
DRAINAGE, EROSION
CONTROL & UTILITY PLAN
• C1B — SMITH CREEK STATION GRADING,
DRAINAGE, EROSION
CONTROL & UTILITY PLAN
• C1C — SMITH CREEK STATION GRADING,
DRAINAGE, EROSION
CONTROL & UTILITY PLAN
• CID — SMITH CREEK STATION GRADING,
DRAINAGE, EROSION
CONTROL & UTILITY PLAN
• C2A — SMITH CREEK STATION LAYOUT PLAN
• C2B — SMITH CREEK STATION LAYOUT PLAN
• C2C — SMITH CREEK STATION LAYOUT PLAN
• C2D — SMITH CREEK STATION LAYOUT PLAN
• C5 — SMITH CREEK STATION SANITARY SEWER
PROFILES
• C6 — DETAIL SHEET
• 6/11/97 - SMITH CREEK STATION PERMIT ISSUED TO HOME DEPOT, USA, INC.
o APPROVED PLAN SHEETS PREPARED BY ANDREW & KUSKE
CONSULTING ENGINEERS, INC.
• SMITH CREEK STATION COVER SHEET —HOME DEPOT USA, INC.
• CIA — SMITH CREEK STATION GRADING, DRAINAGE, EROSION
CONTROL & UTILITY PLAN

■ C1B — SMITH CREEK STATION GRADING,
DRAINAGE, EROSION
CONTROL & UTILITY PLAN
• C1C — SMITH CREEK STATION GRADING,
DRAINAGE, EROSION
CONTROL & UTILITY PLAN
• CID — SMITH CREEK STATION GRADING,
DRAINAGE, EROSION
CONTROL & UTILITY PLAN
• C2A — SMITH CREEK STATION LAYOUT PLAN
• C213 — SMITH CREEK STATION LAYOUT PLAN
• C2C — SMITH CREEK STATION LAYOUT PLAN
• C2D — SMITH CREEK STATION LAYOUT PLAN
• C5 — SMITH CREEK STATION SANITARY SEWER PROFILES
• C6 — DETAIL SHEET
• 9/25/97 - SMITH CREEK STATION PLAN REVISION PERMIT ISSUED TO HOME
DEPOT, USA, INC.
o APPROVED PLAN SHEETS PREPARED BY ANDREW & KUSKE
CONSULTING ENGINEERS, INC.
• SMITH CREEK STATION COVER SHEET — HOME DEPOT USA, INC.
■ CIA — SMITH CREEK STATION GRADING, DRAINAGE,
EROSION
CONTROL & UTILITY PLAN
• C1B — SMITH CREEK STATION GRADING, DRAINAGE,
EROSION
CONTROL & UTILITY PLAN R4 8/13/97
• C1C — SMITH CREEK STATION GRADING, DRAINAGE,
EROSION
CONTROL & UTILITY PLAN R4 8/13/97
• CID — SMITH CREEK STATION GRADING, DRAINAGE,
EROSION
CONTROL & UTILITY PLAN
• C2A — SMITH CREEK STATION LAYOUT PLAN
• C213 — SMITH CREEK STATION LAYOUT PLAN
• C2C — SMITH CREEK STATION LAYOUT PLAN R1 8/13/97
• C2D — SMITH CREEK STATION LAYOUT PLAN
• C5 — SMITH CREEK STATION SANITARY SEWER PROFILES
• C6 — DETAIL SHEET R2 8/13197
• C7 — DETAIL SHEET R1 6/5/97
11/23/09 - SMITH CREEK STATION MODIFICATION WITH RENEWAL PERMIT
ISSUED TO SMITH CREEK STATION, LLC.
o APPROVED PLAN SHEETS PREPARED BY NORRIS, KUSKE & TUNSTALL
CONSULTING ENGINEERS, INC.
• SMITH CREEK STATION STORMWATER MASTER PLAN

• 3126110 - SMITH CREEK STATION NAME AND OWNERSHIP CHANGE ISSUED TO
SMITH CREEK RETAIL, LLC.
o NO PLANS REQUIRED.
• 3/3111 — SMITH CREEK STATION PLAN REVISION ISSUED TO SMITH CREEK
RETAIL, LLC. - - - -
o APPROVED PLAN SHEETS PREPARED BY NORRIS, KUSKE & TUNSTALL
CONSULTING ENGINEERS, INC.
• Cl — EXISTING SITE CONDITIONS, REMOVAL AND EROSION
CONTROL PLAN
SMITH CREEK STATION — TRACT #2-A2
PORT CITY JAVA UPFIT
• C2 —GRADING, DRAINAGE, EROSION CONTROL AND LAYOUT PLAN
SMITH CREEK STATION — TRACT #2-A2
PORT CITY JAVA UPFIT
• C3-- DETAILS -AND NOTES- — -
SMITH CREEK STATION — TRACT #2-A2
PORT CITY JAVA UPFIT
(o/l■ SMITH CREEK STATION STORMWATER MASTER PLAN R3 11/12/10
• * — SMITH CREEK STATION PERMIT RENEWAL, CORRECTION AND MINOR
MODIFICATION.
o PLAN SHEETS PREPARED BY KUSKE3 ENGINEERING, PLLC.
• Cl — SITE INVENTORY, EXISTING SITE CONDITIONS AND EROSION
CONTROL PLAN
SMITH CREEK STATION — TRACT 3 (3RD REVISION)
02 FITNESS OUTDOOR FITNESS PAD
■ C2 —GRADING, DRAINAGE, EROSION CONTROL AND LAYOUT PLAN
SMITH CREEK STATION — TRACT 3 (3RD REVISION)
02 FITNESS OUTDOOR FITNESS PAD
■ C3 —NOTES AND DETAILS
SMITH CREEK STATION — TRACT 3 (3RD REVISION)
02 FITNESS OUTDOOR FITNESS PAD

• C4 - NOTES AND DETAILS
SMITH CREEK STATION - TRACT 3 (3RD REVISION)
02 FITNESS OUTDOOR FITNESS PAD
• C5 - NOTES AND DETAILS
SMITH CREEK STATION - TRACT 3 (3RD REVISION)
02 FITNESS OUTDOOR FITNESS PAD
• SMITH CREEK STATION STORMWATER MASTER PLAN R4 10/05/20

DEMLR USE ONLY
Date Received
Fee Paid
Permit Number
3)
1 AD
a
STORMWATER PERMITTING FORM 7:
MINOR MODIFICATION
Standard Permitting Program - No Fee for Minor Modification
Express Permitting Program - See Express Fee Schedule
Only complete applications packages will be accepted and reviewed. This form and the required items (with
original signatures) must be sent to the appropriate DEMLR Regional Office, which can be determined by locating
the project on the interactive online map at: htto://deci.nc.govlcontactlregional-offices.
This form is to only to be used by the current permittee to notify the Division of a minor
modification. Pursuant to Rule 15A NCAC 02H .1002 a minor modification is a change to the project that:
1) does not increase the net built -upon area; and/or
2) does not change the size or design of the SCM(s).
A. GENERAL INFORMATION
1. State Stormwater Permit Number: SW8 970105
2. Current Permit Holder's Company Name/Organization: SMITH CREEK RETAIL, LLC
3. Signing Official's Name
4. Signing Official's Title:
5. Mailing Address:
HENRY E. MILLER, III, MANAGER
MANAGER
P.O. BOX 42
City: WRIGHTSVILLE BEACH State: NC ZIP: 28480
6. Street Address (if different):
City: _N/A State: N/A ZIP: N/A
7. Phone: (910 ) 620-4265 Email: [e-mail]
8. Describe the minor modifications that you are requesting, including any revised BUA allocations (attach
additional pages or supporting tables similar to Section IV.10 of the original application, if needed):
REQUESTING A MINOR MODIFICATION TO MASTER PERMIT SW8 970105 FOR THE CONSTRUCTION OF A NEW 5,100SF OUTDOOR
F THE
I 3, 2011
ATTACHED THE ALLOCATED BUA FOR TRACT 3 IS 156,816SF AND THE PROPOSED BUA (ACTUALLY EXISTING BOA) FOR TRACT
3 IS 139,392SF. THE MINOR MODIFICATION TO MASTER PERMIT SW8 970105 FOR THE CONSTRUCTION OF A NEW 5,100SF
OUTDOOR FITNESS PAD ON TRACT 3 FOR USE BY THE 02 FITNESS TENANT WILL INCREASE THE PROPOSED/EXISTING BOA
NUMBER TO 139,392SF + 5,100SF - 144,492SF RESULTING IN A REMAINING/FUTURE BUA ALLOCATION OF 12,324SF
AVAILABLE FOR TRACT 3, THE MASTER PERMITTEE, PROPERTY OWNERSHIP AND POND 1/POND 2 OWNERSHIP REMAIN THE SAME.
B. SUBMITTAL REQUIREMENTS
Please mark "Y" to confirm the items are included with this form. Please mark 'X' if previously provided. If not
applicable or not available, please mark N/A.:
Y 1. Two hard copies (with original signatures) and one electronic copy of this completed form.
Y 2. Two hard copies and one electronic copy of the revised plan sheets (must be a revision of the
originally approved plan sheets).
N/A 3. If there is reallocation of lot BUA, a copy of the revised recorded deed restrictions and protective
covenants OR the proposed recorded deed restrictions and protective covenants documenting
the changes and a signed agreement to provide the final recorded document.
N/A 4. If applicable, the appropriate Express review fee.
Stormwater Permit Form 7: Minor Modification Page 1 of 2 July 14, 2017

C. CONTACT INFORMATION
1. The Design Professional who is authorized to provide information on the Applicant's behalf:
Design Professional's Name: JOHN A. KUSKE, III, P.E.
Consulting Firm: KUSKE3 ENGINEERING, PLLC
Mailing Address: 321 SOUTH KERR AVENUE, NO. 115
City- WILMINGTON State. NC
Phone: (910 ) 471-4041
Email:: [e-mail]
Fax:
28403
2. [OPTIONAL] If you would like to designate another person to answer questions about the project:
Name & Title: N/A
Organization:
Mailing Address:
City: State: Zip:
Phone: 1 ) Fax: 1 )
Email:
D. CERTIFICATION OF PERMITTEE
I, HENRY E . MILLER, III , the current permittee, certify that I have authorized the minor modifications listed
in Section A and shown in the attached revised plan sheets. I further attest that this information is accurate and
complete t
Signature:
o the besof my knowledge.
Date: q �Z$ ZU
HENR U . MILLER, III
a Notary Public for he State of
County of , do hereby certify that •
personally appearR�knW� M m9 t"h"is the A! day of 20�, and
edge acknowlths`��e,IQQ&-* J.the forgoing instrument. Witness my hand and official seal,
r10TAR), '•�
(Notary SeaE m —'— 2
:, by
NotarySignatu a rr
My commission expires Oak) la,eas
Stormwater Permit Form 7: Minor Modification Page 2 of 2 Oct 6, 2017

J '.

Hicih Density Commercial Subdivisions
Deed Restrictions & Protective Convenances
In accordance with Title 15 NCAC 2H.1000 and S.L. 2006-246, the Management Regulations, deed
restrictions and protective covenants are required for High Density Commercial Subdivisions where
lots will be subdivided and sold, and runoff will be treated in an engineered stormwater control facility.
Deed restrictions and protective covenants are necessary to ensure that the development maintains a
built -upon area consistent with the design criteria used to size the stormwater control facility.
I, HENRY E. MILLER, III, MANAGER, acknowledge, affirm and agree by my signature below, that
SMITH CREEK RETAIL, LLC
I will cause the following deed restrictions and covenants to be recorded prior to the sale of any lot
within the project known as SMITH CREEK STATION
1. The following covenants are intended to ensure ongoing compliance with State Stormwater
Management Permit Number SW8 970105 , as issued by the Division of Energy, Mineral
and Land Resources under the Stormwater Management Regulations.
2. The State of North Carolina is made a beneficiary of these covenants to the extent necessary to
maintain compliance with the stormwater management permit.
3. These covenants are to run with the land and be binding on all persons and parties claiming
under them.
4. The covenants pertaining to stormwater may not be altered or rescinded without the express
written consent of the State of North Carolina, Division of Energy, Mineral and Land Resources.
5. Alteration of the drainage as shown on the approved plan may not take place without the
concurrence of the Division of Energy, Mineral and Land Resources.
6. The maximum built -upon area per lot, in square feet, is as listed below:
Smith Creek Station
NC DEQ Master Stormwater Permit No. SW8 970105
Total Allocated BUA Per Lot
Lot #
Drains to
Permit #
Project Name
Total Allocated BUA
from
Master
(Square FeeUSF)
Master
Pond #
OP 1A
1
SW8 070315 Offsite Permit
Hampton Inn
119,572 SF
OP 2A
1
SW8 100303 Offsite Permit
Buffalo Wild Wings
110,251 SF
OP 3R
2
SW8 000840 Offsite Permit
Always Graphics
49,005 SF
(Formerly Alpha Graphics)
OP 4A
1
SW8 000719 Offsite Permit
Land Rover
80,760 SF
OP 5R
2
SW8 021113 Offsite Permit
Soho Japanese
40,772 SF
Steakhouse
OP 6R
2
SW8 000418 Offsite Permit
Texas Roadhouse Restaurant
43,516 SF
Tract 1R
Pond 1
SW8 071007 Offsite Permit
Home Depot
364,597 SF
Pond 2
49,658 SF
Tract 3
2
SW8 970105 Master Permit
Smith Creek Station
156,816 SF
Smith Creek Retail, LLC
02 Fitness
(Formerly Gold's Gym)
Tract 2-
2
SW8 970105 Master Permit
Smith Creek Station
73,900
A2
Smith Creek Retail, LLC
Retail Shops
Tract 2R
Pond 1
SW8 071008 Offsite Permit
Kohl's
13,068
Pond 2
274,428
Form DRPC-1 Rev.2 05Nov2009 Pagel oft

U
RI
High Density Commercial Subdivisions
Deed Restrictions & Protective Convenances
This allotted amount includes any built -upon area constructed within the lot property boundaries,
and that portion of the right-of-way between the front lot line and the edge of the pavement. Built
upon area includes, but is not limited to, structures, asphalt, concrete, gravel, brick, stone, slate,
coquina and parking areas, but does not include raised, open wood decking, or the water
surface of swimming pools.
All runoff from the built -upon areas on the lot must drain into the permitted system. This may be
accomplished through a variety of means including roof drain gutters which drain to the street,
grading the lot to drain toward the street, or grading perimeter swales to collect the lot runoff
and directing them into a component of the stormwater collection system. Lots that will naturally
drain into the system are not required to provide these additional measures.
The owner of each lot, whose ownership is not retained by the permittee, is required to submit a
separate stonnwater permit application to the Division of Energy, Mineral and Land Resources
and receive a permit prior to construction.
The project and each lot will maintain a 30** foot wide vegetated buffer between all impervious
areas and surface waters.
**50 foot for projects located in the 20 coastal counties.
rv`' Date %*120120V
I, `'.1gSs Cn (nntlal a Notary Public in the
State of An rjh am )i nA County of 3tLfL�W;C K
do hereby certify that 40'ri u 6 1)&- :IV— personally appeared
before me this the '� 0 day of Or2 bo(- 202, and acknowledge
the due execution the foregoing instrument. Witness my hand and official seal, ``���rrrrrrr
SEAL A,C,q��,,
Sign re j NOTAf3y ;OS
My Commission expires 2 /1] 12025-
PUBLIC r'2v�
' 011
. ly..
Form DRPC-1 Rev.2 05Nov2009 Page 2 of 2

11

UtMLH USt UNLV
Datq Rec Wed
Fee Paid
Permit Number
—
bw8 q 7o105
K3 PROJECT NO. 20004
NC DEQ Division of Energy, Mineral and Land Resources
STATE STORMWATER:
PERMIT RENEWAL APPLICATION FORM
In accordance with 15A NCAC 2H.1045(3), the current permit holder shall renew their high density permit 180 days
prior to its expiration. Renewed permits are valid for a period of 8 years per Session Law 2011-398 (SB 781)
Section 80.(c). This application form is for permit renewals only.
A. PROJECT INFORMATION
1. State Stormwater Permit Number: NC DEQ MASTER PERMIT SW8 970105
2. Project name: SMITH CREEK STATION
3. Project street address: VARIES: OLD EASTWOOD ROAD/RACINE DRIVE/GOVERNMENT CENTER DRIVE
City: WILMINGTON, NC County: NEW HANOVER Zip : 28403
4.
What, if any, changes have been made to the project as permitted?
SEE MINOR MODIFICATION SUBMITTAL INCLUDED WITH THIS RENEWAL
if the project has changed from the original approved plans, please complete SWU-101 fora Major
Modification or Minor Modification Application form available at: https:/Ideg.nc.gov/about/divisions/e
B. PERMITTEE INFORMATION
If changes to the permittee or project name have been made, please complete either the Permit Update form
or the Permit Transfer form available at: https://deg.nc.gov/about/divisions/energy-mineral-land-
resources/energy-mineral-land-rules/stormwater-program/post-construction. State Stormwater Permits do not
automatically transfer with the sale of the property.
1. Current Permit Holder's Company Name/Organization: SMITH CREEK RETAIL, LLC
2. Signing Official's Name: HENRY E. MILLER, III
3. Signing Official's Title: MANAGER
4. Mailing Address: P.O. BOX 42
City: WRIGHTSVILLE BEACH State: NC zip: 28480
5. Street Address: N/A
City: N/A State: N/A ZIP: N/A
6. Phone:(910 ) 620-4265 Email: hank. [e-mail]
Uri i 3
BY
Stormwater Permit Renewal Form Page 1 of 3 May 11, 2018

C. SUBMITTAL REQUIREMENTS
Submit the application package to the appropriate DEMLR Regional Office (Coastal, SA Waters) or DEMLR
Central Office (Urbanizing Areas Ph 2, USMP, Non -Coastal HQ W/ORl49. Only applications packages that
include all required items listed below will be accepted and reviewed.
Initial each Item below to indicate that the required information is provided in the application package:
1. A permit application processing fee of $505.00 payable to NCDEQ.
2. One original signed hard copy and one electronic copy of this completed form. The signing official
named on this application to represent the current permittee must meet one of the following:
a. Corporation — a principle executive officer of at least the level of vice-president;
b. Limited Liability Company (LLC) — a manager or company official as those terms are defined
in G.S. 57D "North Carolina Limited Liability Company Act;"
c. Public Entity — a principal executive officer, ranking official, or other duly authorized employee;
d. Partnership or limited partnership — the general partner;
e. Sole proprietor; or
f. Letter of authorization signed by one of the signatories noted in a — e above authorizing the
signature of another entity.
3. One hard copy and one electronic copy of recorded documents required by the original permit that
have not yet been received by DEMLR, including: deed restrictions, protective covenants,
condominium/planned community declaration and easements. If the project has been built, include
documentation that the maximum BUA per lot or maximum total BUA has not been exceeded. If
the project has not been built, include a signed agreement that the final recorded deed restrictions
and protective covenants will be submitted at a later date.
4. O&M Agreements, Please select one:
❑ I have a copy of the current recorded O&M Agreement for all SCMs, and I will continue to
keep this on file with the permit; or
❑ 1 do not have a copy of the current recorded O&M Agreement for all SCMs and am
requesting a copy be sent to me. I agree to keep this on file with the permit.
5. Designer Certifications, Please select one:
❑ A copy of the certification(s) confirming that the project was built in accordance with the
approved plans have been previously provided to the Division; or
❑ A copy of the certification(s) confirming that the project was built in accordance with the
approved plans are enclosed; or
❑ The project has not yet been built.
6. [IF APPLICABLE] If the project has been built, one original hard copy and one electronic copy of a
signed, sealed, and dated letter from a licensed professional stating that the SCMs have been
inspected, and that they have been built and maintained in accordance with the permit.
7. [IF APPLICABLE] When the permittee is a corporation or a limited liability corporation (LLC):
Provide one hard copy and one electronic copy of documentation from the NC Secretary of State,
or other official documentation, which supports the titles and positions held by the persons listed in
Section C.2 per 15A NCAC 2H. 1043(3)(b).
https://www.sosnc.gov/online services/search/by title/ Business Registration
OC f 13 2020
4
Stormwater Permit Renewal Application Form Page 2 of 3 May 11, 2018

D. PERMITTEE'S CERTIFICATION
I, HENRY E . MILLER, III , the person legally responsible for the permit, certify that I have
a copy of the Permit and O&M Agreement on site (or I will obtain a copy and it will be kept on site), that I am
responsible for the performance of the maintenance procedures, and the site has been and will be maintained
according to the O&M Agreement and approved plans. I agree to notify DEMLR of any problems with the SCMs
or built -upon area and to submit the proper forms to modify or transfer the permit prior to any changes to the
project, SCMs, or ownership. All information provided on this permit renewal application is, to the best of my
knowledge, corr ct and complete.
m
Signature: Date:
HENI Y E. MILLER, III
TION:
County of
that
this the a0 day of Y
executiQ t`11 �fbQQ� ng instrument. Witness my hand and official seal,
(�f� ��ii TARyO���
z.
=m: _
PUBL1
NofE clatur
'OVERG es oa�i��abas
My comfhfssjgn��esre
a Notary Public for the State of
do hereby certify
personally appeared before me
2030, and acknowledge the due
�"CIEO Y .
OCT 13 2020
Stormwater Permit Renewal Application Form Page 3 of 3 May 11, 2018

..,..
�•,.
,, ::��.
� L.
t j
t ,, ^
�. i_ `. rig.
i a��:
,i... ,
..: ' `. t

State Storm.va:cr,Mana;arent 5%vem>
perm Nn CU$9 01Q2
1-U: NC DES+R/Division of Enviror-nen[al tvlanagemem
Water Quality Section
127 Cardinal Drive Extension
Wilmington, NC 28;05-384:
Pam=: Smith Creek Station High Densituy Commercial Sto rnwater Project
Stormwmer Permit No. SWS 9'0I05
New Hanover County
A&:K Project No, 97112
Engineer's Certification
I, 1 Phillip Non -is , as a duly registered Professional Engineer in the State of
North Carolina, having been authorized to observe Cperiodicafly, fJI ::=. ) the construction of the project,
Smith Creek Station High Density Commercial Stot , water Project (Project)
for Home Depot U.S.A., Inc. (Project Owner) hereby state that, to the best of my abilities, due
care and diligence were used in the observation of the project constriction such that the construction was observed
to be built within substantial compliance and intent ofthe approved plans and specifications.
Noted deviations Eon approved plans and specifications:
cc David B :bfaye.s,Cily of Wilming:o:n Engineer'ns Depa.tnneni
Bill OswelL'Greenberg Far -,ow
H.E Miller, III'Smith Creek Station, L.L.0
\n(d1ffG2 U�'Ma�ks
CONSULTING ENGINEERS. INC
fd: Y,:,ri 3�n,i wiim �n 113n M, 2943 l.,]]f
CAROB",,,.
SEAL
115EF +
RECEIVED
JAN 2 b 2011
$Y:
�E C E I V ED
I9nUf OCT 0 3 2007
t.:WQ
PRCJ It _—

High Density Developments with Outparcels
Deed Restrictions & Protective Covenances
In accordance with Title 15 NCAC 2H.1000 and S.L. 2006-246, the Stormwater Management
Regulations, deed restrictions and protective covenants are required for High Density Developments
with Outparcels where outparcel lots will be subdivided from the main tract and sold. Deed restrictions
and protective covenants are necessary to ensure that the development maintains a "built -upon" area
consistent with the design criteria used to size the stormwater control facility.
1 HENRY E. MILLER, III, MANAGER acknowledge, affirm and agree by my signature below, that I will
SMITH CREEK RETAIL, LLC
cause the following deed restrictions and covenants to be recorded prior to the sale of any outparcel or
future development area:
The following covenants are intended to ensure ongoing compliance with State Stormwater
Management Permit Number SW8 970105 , as issued by the Division of Energy, Mineral
and Land Resources under the Stormwater Management Regulations.
2. The State of North Carolina is made a beneficiary of these covenants to the extent necessary to
maintain compliance with the stormwater management permit.
3. These covenants are to run with the land and be binding on all persons and parties claiming
under them.
4. The covenants pertaining to stormwater may not be altered or rescinded without the express
written consent of the State of North Carolina, Division of Energy, Mineral and Land Resources.
5. Alteration of the drainage as shown on the approved plan may not take place without the
concurrence of the Division of Energy, Mineral and Land Resources.
6. The maximum built -upon area for the outparcel(s) shown on the approved plans as follows:
Smith Creek Station
NC DEQ Master Stormwater Permit No. SW8 970105
Total Allocated BUA Per Lot
Lot #
Drains to
Permit #
Project Name
Total Allocated BUA
from
Master
Master
Pond #
(Square Feet/SF)
OP 1A
1
SW8 070315 Offsite Permit
Hampton Inn
119,572 SF
OP 2A
1
SW8 100303 Offsite Permit
Buffalo Wild Wings
110,251 SF
OP 3R
2
SW8 000840 Offsite Permit
Always Graphics
49,005 SF
(Formeriv Alpha Graphics)
OP 4A
1
SW8 000719 Offsite Permit
Land Rover
80,760 SF
OP 5R
2
SW8 021113 Offsite Permit
Soho Japanese
40,772 SF
Steakhouse
OP 6R
2
SW8 000418 Offsite Permit
Texas Roadhouse Restaurant
43,516 SF
Tract 1R
Pond 1
SW8 071007 Offsite Permit
Home Depot
364,597 SF
Pond 2
49,658 SF
Tract 3
2
SW8 970105 Master Permit
Smith Creek Station
156,816 SF
Smith Creek Retail, LLC
02 Fitness
Former) GoId's Gym)
Tract 2-
A2
2
SW8 970105 Master Permit
Smith Creek Station
Smith Creek Retail, LLC
73,900
Retail Shops
Tract 2R
Pond 1
SW8 071008 Offsite Permit
Kohl's
13,068
Pond 2
274,428
Form DRPC-2 Rev.2 05Nov2009 Page I of 2

High Density Developments with Outparcels
Deed Restrictions & Protective Covenances
These allotted amounts include any built -upon area constructed within the property boundaries,
and that portion of the right-of-way between the lot lines and the edge of the pavement. Built
upon area includes, but is not limited to, structures, asphalt, concrete, gravel, brick, stone, slate,
coquina and parking areas, but does not include raised, open wood decking, or the water
surface of swimming pools.
7. The runoff from all built -upon area within the outparcel or future development area must be
directed into the permitted storm water control system.
8. Built -upon area in excess of the permitted amount will require a permit modification.
9. The connection from the outparcel's collection system into the stormwater control shall be made
such that short-circuiting of the system does not occur.
10. For those outparcels or future development areas whose ownership is not retained by the
permittee, the new owner shall submit a separate offsite stormwater permit application to the
Division of Energy, Mineral and Land Resources and receive a permit prior to construction.
11. The project and each outparcel will maintain a 30** foot wide vegetated buffer between all
impervious areas and surface waters.
**50 foot for projects located in the 20 coastal counties.
LID 13 0 k Zo za
a Notary Public in the
State of 1j4r f I-, ('rar4) ) i rri County of
do hereby certify that )-wnru G. /'t Hex— -I - personally appeared
before me this the day of _cam-�obe,,r- 20 20 , and acknowledge
`t�%IVIIIIJIft
the due execution of the foregoing instrument. Witness my hand and official seal, �,�'�GA.Cq�;�,�
SEAL � �. NOTAR .%O'
hat re — • — _
2
1
My Commission expires 'Z A7 120 2 rJ ; �0G'•. PUBLIC '
y/CK CO
r# r n 110��
Form DRPC-2 Rev.2 05Nov2009 Page 2 of 2

STATE OF NORTH CAROLINA
AMENDED AND RESTATED DECLARATION
OF STORM WATER MANAGEMENT
COUNTY OF NEW HANOVER RESTRICTIONS
,THIS AMENDED AND RESTATED DECLARATION OF STORM WATER
MANAGEMENT RESTRICTIONS (the "A&R Declaration") is executed this _ day of
, 2007, by SMITH CREEK STATION, LLC, a North Carolina limited liability
company ("SCS"), CLOS PROPERTIES, LLC, a North Carolina limited liability company
("CLOS"), EASTWOOD HOTEL GROUP, LLC, a North Carolina limited liability company
("Eastwood"), 88 SOHO, LLC, a North Carolina limited liability company ("88 Soho"),
TEXAS ROADHOUSE HOLDINGS LLC, a Kentucky limited liability company ("TRH"),
HD DEVELOPMENT OF MARYLAND, INC., a Maryland corporation ("HD
Development"), KOHLS DEPARTMENT STORES, INC., a Delaware corporation
("Kohls"), STONE INVESTMENTS LLC, a North Carolina limited liability company
("Stone") and SMITH CREEK RETAIL, LLC, a North Carolina limited liability company
("SC Retail") (SCS, Eastwood, CLOS, 88 Soho, TRH, HD Development, Kohls, Stone and SC
Retail, each a "Declarant", and collectively, the "Declarants").
RECITALS
A. Pursuant to that certain Declaration of Stonn Water Management Restrictions (the
"Original Declaration") by SCS, dated June 4, 2000, and recorded on November 27, 2002 in
Book 3542, Page 166 of the New Hanover County Public Registry (the "Registry"), SCS
imposed stonnwaler management restrictions on certain parcels of land identified on Exhibit A
attached thereto. The property subject to the Original Declaration is identified as "Outparcel
#I", "Outparcel #2", "Outparcel #5", "Outparcel PC' and a portion of 'Outparcel #4" (excluding
the detention pond) (collectively, the "Original Declaration Outparcels") on that certain survey
prepared by Michael Underwood and Associates, P.A., recorded in Map Book 39, Page 374 of
the Registry.
B. The Original Declaration was recorded in satisfaction of conditions to issuance of
a State Stormwater Management Permit required in connection with SCS's development of the
Original Declaration Outparcels and surrounding parcels as a shopping center known as "Smith
C.10297990LH IM,0 1110

Creek Station." In connection with its subsequent development of the shopping center, SCS has
replatted and changed the boundaries of the parcels within the shopping center, including the
Original Declaration Outparcels, as shown on that certain plat entitled "Smith Creek Station,
Outparcel 41 A — 132,842 sq. ft., 3.05 Acres +/-; Outparcel #2A — 122,815 sq. ft., 2.82 Acres +/-
", prepared by Michael Underwood and Associates, PA, and recorded on November 21, 2006 in
Map Book 50, Page 247 (the "2006 Plat") of the Registry.
C. This A&R Declaration is being recorded for the purpose of amending and
restating the Original Declaration to impose revised and additional stormwater management
restrictions on the Property (as defined below) in satisfaction of conditions to the issuance of
new State Stormwater Management Permits for the shopping center.
D. Pursuant to Section 2 of the Original Declaration, the Original Declaration may be
amended only by a written agreement signed by all Owners of the Original Declaration
Outparcels and recorded in the Registry. The parties to this A&R Declaration include all of the
Owners of the property constituting the Original Declaration Outparcels.
E. Eastwood is the owner of "Outparcel #IA" (the "Eastwood Parcel") as identified
on the 2006 Plat.
F. SCS is the owner of "Outparcel #2A" (the "SCS Parcel") as identified on the
2006 Plat.
G. Stone is the owner of "Outparcel #311" (the "Stone Parcel") as identified on the
2006 Plat.
H. CLOS is the owner of "Outparcel #4A" (the "CLOS Parcel") as identified on the
2006 Plat.
I. 88 Soho is the owner of "Outparcel #5 (Revision)" (the "88 Soho Parcel") as
identified on the 2006 Plat.
.I. TRH is the owner of "Outparcel #6 (Revision)" (the "TRH Parcel") as identified
on the 2006 Plat.
K. 1-I1) Development is the owner of "Tract I (Revision)" (the "HD Parcel") as
identified on the 2006 Plat.
L. Kohls is the owner of "Tract 2" (the "Kohls Parcel") as identified on the 2006
Plat.
M. SC Retail is the owner of "Tract 2-A2" and "Tract 3 (Revision)" (the "SC Retail
Parcels"), each as identified on the 2006 Plat.
N. Each legally subdivided portion of the Property is referred to in this A&R
Declaration as a "Parcel." Each owner of fee simple title to any Parcel is referred to in this A&R
Declaration as an "Owner." The Eastwood Parcel, SCS Parcel, CLOS Parcel, 88 Soho Parcel,
GI0297Mv.1 MW 01110 2

TRI-I Parcel, FID Parcel, Kohls Parcel, Stone Parcel and SC Retail Parcels collectively are
referred to in this A&R Declaration as the "Property."
NOW, THEREFORE, in consideration of the covenants set forth in this A&R
Declaration and for the purposes set forth above, Declarants, for themselves, and their successors
and assigns, hereby amend and restate the Original Declaration in its entirety in order to impose
and place the following restrictions upon the Property, and to reserve unto themselves and to
future Owners and lessees of Parcels within the Property certain rights and privileges, all as more
particularly set forth in this A&R Declaration:
Restrictions Required for State Stormwater Management Permit.
a. The following covenants are intended to ensure ongoing compliance with State
Stormwater Management Permit Number SW8 970105, as issued by the Division of Water
Quality tinder NCAC 21-1.1000.
b. The Stale of North Carolina is made a beneficiary of these covenants set forth in
this A&R Declaration to the extent necessary to maintain compliance with the stormwater
management permit.
C. The covenants pertaining to stormwater may not be altered or rescinded without
the express written consent of the State of North Carolina, Division of Water Quality.
d. Alteration of the drainage as shown on the approved plan may not take place
without the concurrence of the Division of Water Quality.
C. The maximum allowable built -upon area (the "BUA Limit") per Parcel is as
follows:
Stormwater Pond
Stormwater Pond
ParceUTract No.
Acreage
No. 1 BUA Limit
No. 2 BUA Limit
Out arcel # I A
3.05 AC
119,572 SF
Out arcel 92A
2.82 AC
110,251 SF
Outparcel #3R
1.25 AC
49,005 SF
Out arcel #4A
2.06 AC
80,760 SF
Outparcel #5
1.17 AC
40,772 SF
Revision
Outparcel #6
1.11 AC
43,516 SF
Revision
Tract I (Revision)
9.05 AC
364,597 SF
49,658 SF
to Pond No. 1
1.21 AC to
Pond No. 2
10.26 AC "total
Tract 3 (Revision)
5.15 AC
156,816 SF
Includes Pond
includes Pond
C-10297WII OOM 01110 3

Stormwater Pond
Stormwater Pond
Parcel/Tract No.
Acreage
No. I BUA Limit
No. 2 BUA Limit
No. 2 Area
No. 2 Area
Tract #2-A2
2.04 AC
73,900 SF
Tract #2
0.37 AC
13,068 SF
274,428
to Pond No. 1
7.39 AC to Pond
No. 2
7.76 AC Total
These allotted amounts include any built -upon area constructed within the Parcel property
boundaries, and that portion of the right-of-way between the front lot line and the edge of the
pavement. Built upon area includes, but is not limited to, structures, asphalt, concrete, gravel,
brick, stone, slate, coquina and parking areas, but does not include raised, open wood decking, or
the water surface of swimming pools.
1'. All runoff from the built -upon areas on the lot must drain into the permitted
system. This may be accomplished through a variety of means including: a piped collection
system, which ultimately discharges into the stormwater facility; appropriate grading of the lot
such that the built -upon surfaces drain into the stormwater facility; or graded swales which
collect runoff and direct it into the stormwater lacility.
g. Hach lot whose ownership is not retained by the permittee is required to submit a
separate stormwater permit application to the Division of Water Quality and receive a permit
prior to construction.
2. Amendment to A&R Declaration. This A&R Declaration may be amended
only by a written agreement executed by the Owners of each Parcel within the Property that are
subject to or affected by the terms of such amendment, and properly recorded in the Registry.
3. Joinder by Mortgagee. The property owned by SC Retail in the shopping center
is encumbered by that certain Deed of Trust, Assignment of Rents and Security Agreement (the
"Deed of Trust") dated March 20, 2007, executed and delivered by SC Retail to Lawyers Title
Insurance Company ("Trustee") as trustee for the benefit of 40/86 Mortgage Capital, Inc., and
recorded in Deed Book 5157 at Page 42 in the Registry. 40/86 Mortgage Capital, Inc. assigned
its interest in the loan secured by the Deed of Trust to Conseco Health Insurance Company
("Conseco') by Assignment dated March 20, 2007 and recorded in Deed Book 5157 at Page 856
in the Registry. Conseco joins in the execution of this A&R Declaration, and has directed
Trustee to execute as well, in order to consent to its provisions.
4. 13inding Effect. The restrictions contained in this A&R Declaration are
covenants running with the land; they are made by the Declarants for the benefit of themselves,
their successors and assigns in title to all or part of the Property.
5. Due Authorization. Each Declarant hereby represents and warrants to the
remaining Declarants that the execution and delivery of this A&R Declaration by such Declarant
c-102W O iMW O11 ui 4

have been duly authorized by all requisite corporate and/or limited liability company action, and
that no consents or approvals of any third parties are required for each execution and delivery
except, as set forth in Section 3 above.
6. Private Agreement. This A&R Declaration shall not be construed to grant any
rights to the public in general.
(Signatures begin on the following page.)
C-102979913163M H110 5

IN WITNESS WHEREOF, the Declarants, Conseco and Trustee have executed this A&R
Declaration as of the day and year first above written.
SMITH CREEK STATION, LLC, a North Carolina
limited liability company
By:
STATE OF NORTH CAROLINA
COUNTY OF MECKLENBURG
Name:
Title:
I, a Notary Public of'
do hereby certify that Lat W. Purser, III
me this day and acknowledged that he is a Manager of SMITH
County and State of
("Signatory"), personally came before
CREEK STATION, L.L.C., a North
Carolina limited liability company, and that he, as Manager, being authorized to do so, executed the
foregoing instrument on behalf of the company.
I certily that the Signatory personally appeared before me this day, and
(check one of the following)
(I have personal knowledge of the identity of the Signatory); or
(I have seen satisfactory evidence of the Signatory's identity, by a current state
or federal identification with the Signatory's photograph in the form of..
(check one of the following)
it driver's license or
in the form of ); or
(a credible witness has sworn to the identity of the Signatory).
The Signatory acknowledged to me that he voluntarily signed the foregoing instrument for the
purpose stated in the capacity indicated.
Witness my hand and official stamp or seal this day of 12007.
Notary Public
Notary's printed or typed name
[Note: Notary Public must sign exactly as on notary seal]
My Commission Expires:
[NOTARY SEAL] (MUST BE FULLY LEGIBLE)
c-1029 JO MW)mnn 6

FASTWOOD HOTEL CROUP, LLC, a North
Carolina limited liability company
By:
STATE OF NORTH CAROLINA
COUNTY OF MECKLENBURG
Name:
"title:
I, , a Notary Public of
do hereby certify that
before me this day and acknowledged that he is a
LLC, a North Carolina limited liability company, and that he, as
do so, executed the foregoing instrument on behalf of the company.
County and State of
("Signatory"), personally came
of EASTWOOD HOTEL GROUP,
I certify that the Signatory personally appeared before me this day, and
(check one of the following)
(I have personal knowledge of the identity of the Signatory); or
being authorized to
(I have seen satisfactory evidence of the Signatory's identity, by a current state
or federal identification with the Signatory's photograph in the form of:
(check one of the following)
a driver's license or
in the form of ); or
(a credible witness has sworn to the identity of the Signatory).
The Signatory acknowledged to me that he voluntarily signed the foregoing instrument for the
purpose stated in the capacity indicated.
Witness my hand and official stamp or seal this day of
Notary Public
2007.
Notary's printed or typed name
[Note: Notary Public must sign exactly as on notary seal]
My Commission Expires:
[NOTARY SEAL] (MUST BE FULLY LEGIBLE)
C-1029710,3 063M.0I 110

CLOS PROPERTIES, LLC, a North Carolina
limited liability company
Name:
Title:
STATE OF NORTH CAROLINA
COUNTY OF MECKLENBURG
I, a Notary Public of
do hereby certify that
before me this day and acknowledged that he is a
North Carolina limited liability company, and that he, as _
executed the foregoing instrument on behalf of the company.
County and State of
("Signatory"), personally came
of CLOS PROPERTIES, LLC, a
being authorized to do so,
I certify that the Signatory personally appeared before me this day, and
(check one of the following)
(I have personal knowledge of the identity of the Signatory); or
(I have seen satisfactory evidence of the Signatory's identity, by a current state
or federal identification with the Signatory's photograph in the form of
(check one of the following)
a driver's license or
in the form of ); or
(a credible witness has swom to the identity of the Signatory).
The Signatory acknowledged to me that he voluntarily signed the foregoing instrument for the
purpose stated in the capacity indicated.
Witness my hand and official stamp or seal this day of
Notary Public
2007.
Notary's printed or typed name
[Note: Notary Public must sign exactly as on notary seal]
My Commission Expires:
[NOTARY SEAL] (MUST BE FULLY LEGIBLE)
C-10397%0 WOWOI 110

88 SOHO, LLC, a North Carolina limited liability
company
By:
STATE OF NORTH CAROLINA
COUNTY OF MECKLENBURG
Name:
Title:
I, a Notary Public of County and State of
do hereby certify that ("Signatory"), personally came
before me this day and acknowledged that he is a of 88 SOHO, LLC, a North Carolina
limited liability company, and that he, as being authorized to do so, executed the
foregoing instrument on behalf of the company.
certify that the Signatory personally appeared before me this day, and
(check one of the following)
(I have personal knowledge of the identity of the Signatory); or
(1 have seen satisfactory evidence of the Signatory's identity, by a current state
or federal identification with the Signatory's photograph in the form of:
(check one of the following)
a driver's license or
in the form of ); or
(a credible witness has sworn to the identity of the Signatory).
"['he Signatory acknowledged to me that he voluntarily signed the foregoing instrument for the
purpose stated in the capacity indicated.
Witness my hand and official stamp or seal this day of , 2007.
Notary Public
Notary's printed or typed name
[Note: Notary Public must sign exacth, as on notary seal]
My Commission Expires:
(NOTARY SEAL] (MUST BE FULLY LEGIBLE)
C-1 W4/990 069G(00I 110

TEXAS ROADHOUSE HOLDINGS, LLC, a
Kentucky limited liability company
By:
STATE OF NORTH CAROLINA
COUNTY OF MECKLFN13URG
Name:
Title:
I, a Notary Public of County and State of
do hereby certify that ("Signatory"), personally came
Before me this day and acknowledged that he is a of TEXAS ROADHOUSE
HOLDINGS, LLC, a Kentucky limited liability company, and that he, as , being
authorized to do so, executed the foregoing instrument on behalf of the company.
I certify that the Signatory personally appeared before me this day, and
(check one of the following)
(I have personal knowledge of the identity of the Signatory); or
(I have seen satisfactory evidence of the Signatory's identity, by a current state
or federal identification with the Signatory's photograph in the form of:
(check one of the following)
a driver's license or
in the form of ); or
(a credible witness has sworn to the identity of the Signatory).
The Signatory acknowledged to me that he voluntarily signed the foregoing instrument for the
purpose stated in the capacity indicated.
Witness my hand and official stamp or seal this day of 12007.
Notary Public
Notary's printed or typed name
[Note: Notary Public mast sign exactlt, as on notary seal]
My Commission Expires:
[NOTARY SEAL] (MUST BE FULLY LEGIBLE)
C-102m9110 06W,01 nn 10

HD DEVELOPMENT OF MARYLAND, INC., a
Maryland corporation
By:
STATE OF
COUNTY OF
Name:
Title:
I, , a Notary Public of, County and State of
do hereby certify that ("Signatory"),
personally came before me this day and acknowledged that he is
of HD DEVELOPMENT OF MARYLAND, INC., a Maryland corporation, and that he, as
, being authorized to do so, executed the foregoing instrument on
behalf of the corporation.
certify that the Signatory personally appeared before me this day, and
(check one of the following)
(I have personal knowledge of the identity of the Signatory); or
(I have seen satisfactory evidence of the Signatory's identity, by a current state
or federal identification with the Signatory's photograph in the form of:
(check one of the following)
a driver's license at -
in the form of ); or
(a credible witness has sworn to the identity of the Signatory).
The Signatory acknowledged to me that he voluntarily signed the foregoing instrument for the
purpose stated in the capacity indicated.
Witness my hand and official stamp or seal this day of 2007.
Notary Public
Notary's printed or typed name
(Note: Notary Public must sign e.vactly as on notary seal]
My Commission Expires:
[NOTARY SEAL] (MUST BE FULLY LEGIBLE)
C-102471190 (WiW, 01110 11

KOHLS DEPARTMENT STORES, INC., a
Delaware corporation
By:
STATE OF
COUNTY OF
Name:
"Title:
I, a Notary Public of County and State of
do hereby certify that ("Signatory"),
Personally came before me this day and acknowledged that he is
of KOHLS DEPARTMENT STORES, INC., a Delaware corporation, and that he, as
, being authorized to do so, executed the foregoing instrument on
behalf of the corporation.
I certify that the Signatory personally appeared before me this day, and
(check one of the following)
(I have personal knowledge of the identity of the Signatory); or
(I have seen satisfactory evidence of the Signatory's identity, by a current state
or federal identification with the Signatory's photograph in the form of:
(check one of the following)
a driver's license or
in the form of ); or
(a credible witness has sworn to the identity of the Signatory).
The Signatory acknowledged to me that he voluntarily signed the foregoing instrument for the
purpose staled in the capacity indicated.
Witness my hand and official stamp or seal this day of 2007.
Notary Public
Notary's printed or typed name
[Note: Notary Public must sign exactly as on notary seal]
My Commission Expires:
[NOTARY SEAL] (MUST BE FULLY LEGIBLE)
C.II297YA7063MDI 110 12

STONE INVESTMENTS, LLC, a North Carolina
limited liability company
By:
STATE OF NORTH CAROLINA
COUNTY OF MECKLFN13URG
Name:
Title:
I, a Notary Public of County and State of
do hereby certify that ("Signatory"), personally came
before me this clay and acknowledged that he is a of STONE INVESTMENTS, LLC, a
North Carolina limited liability company, and that he, as being authorized to do so,
executed the foregoing instrument on behalf of the company.
I certify that the Signatory personally appeared before me this day, and
(check one of the following)
(I have personal knowledge of the identity of the Signatory); or
(I have seen satisfactory evidence of the Signatory's identity, by a current state
or federal identilication with the Signatory's photograph in the form of:
(check one of the following)
a driver's license or
in the form of ); or
(a credible witness has sworn to the identity of the Signatory).
The Signatory acknowledged to me that he voluntarily signed the foregoing instrument for the
purpose stated in the capacity indicated.
Witness my hand and official stamp or seal this day of , 2007.
Notary Public
Notary's printed or typed name
[Note: Notary Pithlic must sign eracdv as on notary seal]
My Commission Expires:
[NOTARY SEAL] (MUST BE FULLY LEGIBLE)
G1029TWO 3W01110 13

SMITH CREEK RETAIL LLC, a North Carolina
limited liability company
By:
STATE OF NORTH CAROLINA
COUNTY OF MECKLENBURG
Name:
Title:
I, a Notary Public of County and State of
do hereby certify that ("Signatory"), personally came
before me this day and acknowledged that he is a of SMITI'I CREEK RETAIL, LLC, a
North Carolina limited liability company, and that he, as being authorized to do so,
executed the foregoing instrument on behalf of the company.
1 certify that the Signatory personally appeared before me this day, and
(check one of the folloiving)
(I have personal knowledge of the identity of the Signatory); or
(I have seen satisfactory evidence of the Signatory's identity, by a current state
or federal identification with the Signatory's photograph in the form of:
(check one of the folloiving)
a driver's license or
in the form of ): or
(a credible witness has sworn to the identity of the Signatory).
The Signatory acknowledged to me that he voluntarily signed the foregoing instrument for the
purpose stated in the capacity indicated.
Witness my hand and official stamp or seal this day of 12007.
Notary Public
Notary's printed or typed name
[Note: Notary Public must sign exactly as on notary seal]
My Commission Expires:
[NOTARY SEAL] (MUST BE FULLY LEGIBLE)
c-1029M3 M3M,01 1m 14

CONSECO HEALTH INSURANCE COMPANY,
an Arizona corporation
By:
STATE OF
COUNTY OF
Name:
Title:
I, a Notary Public of
do hereby certify that
personally came before me this day and acknowledged that he
of CONSECO HEALTH INSURANCE COMPANY, an
County and State of
, ("Signatory"),
Arizona corporation, and that he, as
, being authorized to do so, executed the foregoing instrument on
behalf of the corporation.
I certify that the Signatory personally appeared before me this day, and
(check one of the following)
(I have personal knowledge of the identity of the Signatory); or
(I have seen satisfactory evidence of the Signatory's identity, by a current state
or federal identification with the Signatory's photograph in the form of:
(check one of the following)
a driver's license or
in the form of ); or
(a credible witness has sworn to the identity of the Signatory).
The Signatory acknowledged to me that he voluntarily signed the foregoing instrument for the
purpose stated in the capacity indicated.
Witness my hand and official stamp or seal this day of , 2007.
Notary Public
Notary's printed or typed name
(Note: Notary Public must sign exactly as on notary seal]
My Commission Expires:
[NOTARY SEAL] (MUST BE FULLY LEGIBLE)
G10297WO 06Jfb 01110 15

STATE OF
COUNTY OF
personally came before
of LAWYERS TITLE
he, as
LAWYERS TITLE INSURANCE COMPANY, a
corporation
By:
Natne:
Title:
, a Notary Public of
do hereby certify that
ne this day and acknowledged that he is
INSURANCE COMPANY, a
, being authorized
instrument on behalf of the corporation.
County and State of
, ("Signatory"),
corporation, and that
to do so, executed the foregoing
I certify that the Signatory personally appeared before me this clay, and
(check one of the following)
(I have personal knowledge of the identity of the Signatory); or
(I have seen satisfactory evidence of the Signatory's identity, by a current state
or federal identification with the Signatory's photograph in the form of:
(check one of the following)
a driver's license or
in the form of ); or
(a credible witness has sworn to the identity of the Signatory).
The Signatory acknowledged to me that he voluntarily signed the foregoing instrument for the
purpose stated in the capacity indicated.
Witness my hand and official stamp or seal this day of
Notary Public
2007.
Notary's printed or typed name
[Note: Notary Public must sign exactly as on notaoy seal]
My Commission Expires:
[NOTARY SEAL] (MUST BE FULLY LEGIBLE)
c-10211711n3 MW M 110 16