Signed MBI

ROY COOPER
Governor
ELIZABETH S. BISER
Secretary
RICHARD E. ROGERS, JR.
Director
TO: Richard E. Rogers, Jr
Director
NORTH CAROLINA
Environmental Quality
May 15, 2023
FROM: Katie Merritt /� 5W 5 1s 23
Nutrient Offset & Buffer Banking Coordinator
THROUGH: Stephanie Goss
Supervisor — 401 & Buffer Permitting Branch
SUBJECT: Division Approval of the Salem Nutrient Offset Banking Instrument in the Neuse
River Basin for Nutrient Offset Credits pursuant to the Neuse River Basin Nutrient Management
Strategy for Water & Land Solutions, LLC
The attached final Nutrient Offset Banking Instrument (NOBI) between Water & Land
Solutions, LLC, and the Division of Water Resources was placed on public notice and made
available for public comments on April 24, 2023. The public comment period ended on May 8,
2023, and no comments were received on the draft MBI.
DEQ Legal counsel assisted with and agrees with the final template for which all our MBI
documents are drafted. DWR staff (Katie Merritt) has reviewed the attached final MBI and it is
ready for your review. If you approve of the MBI, please sign on page 15 and return the
document to Katie Merritt for final execution.

AGREEMENT TO ESTABLISH THE SALEM NUTRIENT OFFSET BANKING
INSTRUMENT IN THE NEUSE RIVER BASIN FOR NUTRIENT OFFSET CREDITS
PURSUANT TO THE NEUSE RIVER BASIN NUTRIENT MANAGEMENT STRATEGY
TABLE OF CONTENTS
I.
PREAMBLE....................................................................................................................... 2
II.
LOCATION AND GEOGRAPHIC SERVICE AREA.............................................................2
III.
AUTHORITIES..................................................................................................................3
IV.
ESTABLISHMENT OF BANK PARCEL.............................................................................
3
V.
PRE -CONSTRUCTION DOCUMENTATION......................................................................4
VI.
POST CONSTRUCTION DOCUMENTATION FOR THE BANK PARCEL ...........................6
VII.
CALCULATION OF CREDITS...........................................................................................8
VIII.
CREDIT RELEASE SCHEDULE.......................................................................................10
IX.
PROCEDURE FOR DEBITING AND CREDITING............................................................11
X.
BANK PARCEL CLOSURE..............................................................................................12
XI.
GENERAL PROVISIONS FOR THE BANK PARCEL........................................................12
ATTACHMENTS
A - Division of Water Resources Authority Document
B - Ledger Templates
C- Project Credit Table (template)
REFERENCES
1. Nutrient Offset Payment Rule:
http://reports.oah. state.nc.us/ncac/title%2015a%20-%20environmental%20qualiiy/chapter%2002%20-
%20environmental%20mana,gement/subchapter%20b/ 15 a%20ncac%2002b%20.0703.pdf
2. Riparian Buffer Mitigation Rule:
hqp://reports.oah.state.nc.us/ncac/title%2015a%20-%20environmental%20qualit. / h pter%2002%20-
%20environmental%20management/subchapter%20b/ 15 a%20ncac%2002b%20.0295.pdf
3. NC Session Law 2019- 86" Nutrient Offset Credits":
https://nclegzgov/EnactedLegislation/S essionLaws/HTML/2019-2020/SL2019-86.html
4. Buffer Interpretation/ Clarification# 2008- 019 for diffuse flow:
hqps:Hdeq.nc.gov/media/4742/download
5. Clarified Procedures for Calculating Buffer Mitigation Credits and Nutrient Offset Credits
(November 2019):
https://deq.nc.gov/media/15043/download
6. NCDWR — Methodology and Calculations for Nutrient Reductions on the Bank Parcel:
https:Hfiles.nc. gov/ncdeq/Water%20Quality/Planning/NPU/Nutrient%20Offset%2ORule/Ag-Buffer-
Credit.pdf

This Nutrient Offset Banking Instrument ("Instrument") regarding the establishment, use,
operation, and maintenance of the Salem Nutrient Offset Bank Parcel ("Bank Parcel"), further
identified in Section II, is to provide Neuse Nutrient Strategy nutrient load reduction credits
("Nutrient Offset Credits"), is made and entered into by and among Water & Land Solutions, LLC
(WLS) 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 1 and 2).
The purpose of the bank Parcel is:
A. To establish, restore and preserve riparian vegetation adjacent to streams and agricultural
ditches with the intent to improve water quality along unnamed tributaries to the 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 Parcel under this instrument is limited to the United States Geological
Survey ("USGS") 8-digit Hydrologic Unit Code ("HUC") 03020201 of the Neuse River Basin,
excluding the Falls Lake Watershed.
C. Sale or transfer of Nutrient Offset Credits shall be limited to the 8-digit HUC 03020201 in the
Neuse River Basin, excluding the Falls Lake Watershed, unless otherwise authorized by the
DWR or delegated local government in accordance with 15A NCAC 02B .0295.
D. Table 1 provides site -specific details of the Bank Parcel proposed under this Instrument.
Table 1.0 — Site -specific Details
Bank
8-Digit USGS
Named
DWR
Prima ry
Parcel
County
Hydrologic
ID#
Project Location
Receiving
Land Use/s
Name
Unit Code
Stream
Neuse
2022-
35.456793,
Neuse
Salem
Wayne
03020201
0139v2
-77.993107
River
Agriculture
2

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 ("State") statutes and
rules for the Neuse Nutrient Sensitive Waters Management Strategy.
C. The selling of credits generated from the Bank Parcel approved under this Instrument, shall be
consistent with approved North Carolina ("State") statutes and rules for the Neuse Nutrient
Sensitive Waters Management Strategy.
D. Nutrient reduction activities proposed under this Instrument and corresponding Bank Parcel
Development Package (BPDP) to generate Nutrient Offset Credits shall be consistent with State
statutes and rules for the Neuse Nutrient Sensitive Waters Management Strategy that are in
place at the time a complete BPDP is submitted to DWR.
IV. ESTABLISHMENT OF BANK PARCEL
A. In accordance with 15A NCAC 02B .0295 and 15A NCAC 02B .0703, DWR has provided a
"Site Viability Letter" for the Bank Parcel proposed under this Instrument. The site viability
letter is not an approval of the site to generate Riparian Buffer Credits and Nutrient Offset
Credits but is a preliminary review of the Bank Parcel that details and confirms existing land -
use conditions, defines the riparian sites (Enhancement, Preservation, or Restoration), and
identifies features (streams, ditches, ponds, etc.) that meet general criteria to be suitable to
generate Riparian Buffer Credits and Nutrient Offset Credits. Table 2.0 below outlines when
the Site Viability Letter was issued by NCDWR for the Bank Parcel proposed under this
instrument:
Table 2.0— Site Viability Letter Details
NC DWR Site
Viability Letter
Viability Letter
Bank Parcel
Evaluation
Received
Expiration Date
Salem
February 4, 2022
April 29, 2022
April 29, 2024
B. A valid Site Viability Letter is required prior to submittal of the BPDP. Site Viability Letters
will either expire on the dates listed above or upon the submittal of an individual As -Built
Report to the DWR, whichever comes first. If a Site Viability Letter expires prior to submittal
of a complete BPDP as described in Section V to DWR, then the Sponsor must submit a formal
request to DWR for a new Site Viability Letter for that Bank Parcel.
C. The Bank Parcel proposed for inclusion under this Instrument shall require a BPDP be
submitted to, and approved by, the DWR prior to use of the Bank Parcel for nutrient offset
purposes or sale or transfer of any associated credits. The contents of the BPDP are provided
in Section V.
D. The BPDP submitted under this instrument will be placed on public notice and made available
for public commenting for 15 calendar days.
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E. In general, the Sponsor expects all Nutrient Offset Credits to be generated through riparian
restoration.
F. Nutrient Offset Credit may be achieved on the Bank Parcel through restoration of the riparian
areas 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 Parcel is expected to provide Nutrient Offset Credits as follows:
1. Converting agricultural land uses within riparian areas to non-agricultural land uses by
placing a perpetual conservation easement around riparian areas along a viable stream
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 a viable stream and viable ditches where agriculture
has been determined by DWR to be the predominant land -use.
3. Diffused flow will be maintained onsite. The Buffer Interpretation/Clarification
Memo #2008-019 may be applied where maintenance of diffuse flow onsite is
unattainable, see reference 4.
H. The total acreage of riparian restoration activities expected on the Bank Parcel are 11.51 acres.
V. PRE -CONSTRUCTION DOCUMENTATION
Bank Parcel Development Package
A. The BPDP submitted under this Instrument shall be submitted to DWR for review and must be
approved by DWR prior to any construction on the Bank Parcel. The BPDP must describe any
changes that have occurred to the site between the date of the Site Viability Letter and the date
the BPDP is submitted to DWR. The BPDP shall include detailed information consistent with the
sections below concerning; 1) site location (8-digit HUC is required); 2) existing conditions with
current photos; 3) proposed buffer mitigation and nutrient offset activities including a detailed
vegetation plan; 4) monitoring and maintenance plans; 5) financial assurances; 6) A Project Credit
Table (see Attachment C) showing associated nutrient offset credit calculations, which shall
include credit generation, service area, and accounting as appropriate for each regulatory
authority; 7) stream buffer determination letter from DWR; 8) Site Viability Letter from DWR;
9) service area figure for each mitigation type proposed under this Instrument, and 10)all pertinent
information including but not limited to permitting, bank stabilization, culvert removal,
installation of any utilities indirectly or directly affecting the Bank Parcel, endangered or
threatened species, presence of historical sites and an Environmental Data Resources (EDR) report
to evaluate environmental risk associated with the land proposed for the Bank.
4

B. The Sponsor will obtain all applicable federal, state and local documentation, permits, or
authorizations needed to construct and maintain the Bank Parcel. This Instrument does not qualify
as, or substitute for, such documentation, permit, or authorization.
C. Any restoration activities or proposed construction within the stream channels, riparian buffers
and other riparian areas on the Bank Parcel to produce Nutrient Offset Credit must be approved
by DWR in writing prior to implementation. The failure of the Sponsor to comply with this
requirement may result in a revised or reduced credit release schedule.
D. Requests for deviation from the approved BPDP must be submitted to DWR in writing. Written
approval from the DWR must be received prior to implementing any deviation from the approved
BPDP.
Property Disposition & Long -Term Management
E. Prior to the release of any credits, the Sponsor shall record permanent conservation easements at
the Wayne County Register of Deed's office that is sufficient to ensure protection, operation and
maintenance of restored riparian buffers and other riparian areas in perpetuity.
F. The form of the conservation easement shall be consistent with the standards employed by the
State of North Carolina in the protection of restored riparian buffers and riparian areas and shall
be approved by the DWR prior to the release of any credits.
G. The Sponsor shall not grant additional easements, right of ways, or any other property interest in
or to the project areas, without prior approval from the DWR.
H. The Sponsor agrees to transfer or assign the conservation easement and its interests in perpetuity
to a qualified holder under NC General Statute ("GS") 121-34 et seq. and 170(h) of the Internal
Revenue Code prior to the submittal of the Year 4 Monitoring Report. The holder shall be a land
trust or stewardship program that will hold and enforce the conservation easement and the interests
in perpetuity. The Sponsor shall choose a land trust or stewardship program that is accredited by
the Land Trust Accreditation Commission and/or has been approved by DWR. A land trust must
be certified under 501©(3) of the Internal Revenue Code.
I. In the event the Sponsor is also the owner of the underlying fee interest in the property, the
conveyance of the conservation easement to a land trust or stewardship fund must be arranged at
the outset of the approved BPDP.
Financial Assurances for Bank Parcel Development
J. Following approval of the BPDP, the Sponsor shall provide a Performance/Maintenance Bond
from a surety company that is rated no less than an "A-" as rated by A.M. Best, to construct the
Bank Parcel, in its entirety, according to the approved BPDP. It is the Sponsor's responsibility to
confirm that the surety company is rated no less than an "A-" with each annual bond renewal.
K. The amount of the Performance Bond/s shall be 100% of the estimated cost for implementation
of the riparian restoration activities and other related activities for the construction of the Bank
Parcel as described in the approved BPDP. No bond shall be less than $150,000.00 to cover
construction costs.
5

L. Alternatively, in lieu of posting Performance Bonds, the Sponsor may elect to construct the Bank
Parcel, in its entirety, prior to the first credit release.
M. Once DWR has released all credits for completion of all items listed below, then the Sponsor will
be released from its performance obligations under the performance bond required in Item J and
K of this section:
1. Instrument and BPDP Approved by DWR, Conservation Easement Recorded, Financial
Assurance Posted;
2. 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.
VI. POST CONSTRUCTION DOCUMENTATION FOR THE 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 Items 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 the location of all monitoring plots installed;
4. Detailed planting plan- including type of species planted, density of species planted, and any
modifications to the planting plan from what was approved in the BPDP;
5. Description of how the conservation easement boundaries were marked; and
6. Any major changes to the conservation easement boundary or to the amount of Nutrient Offset
Credits from what was proposed in the approved BPDP.
C. The Sponsor will submit an as -built plan and report to the DWR for the Bank Parcel after
completing the establishment of the nutrient offset areas. The As -Built report will describe any
deviation from the approved BPDP and will document all the following:
1. Riparian restoration and enhancement planting details and other construction activities that
were required in the BPDP, confirmation that all boundary markers are installed, invasive
A

species control, monitoring device locations, vegetation plot locations, and photo point
locations.
2. Boundary Survey of the conservation easement area, signed and sealed by a licensed surveyor,
including an inventory of the final mitigation areas for Nutrient Offset Credits in both square
feet and acres.
3. As -built map of the nutrient offset areas showing where riparian activities were performed
and any deviations to the Bank Parcel from what was approved in the BPDP.
4. Aerial map of the nutrient offset areas that were included in the approved BPDP.
Financial Assurance for Bank Parcel Monitoring and Maintenance
D. After completion of the riparian restoration activities and construction on the Bank Parcel, in its
entirety, a separate Performance/Maintenance Bond will be secured for 100% of the estimated
cost to implement the monitoring and maintenance plan as described in the approved BPDP and
As -Built Report for the site. The Bond must be from a surety company that is rated no less than
an "A-" as rated by A.M. Best, and it is the Sponsor's responsibility to confirm that the surety
company is rated no less than an "A-" with each annual bond renewal.
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 the Bank Parcel, in its entirety as described in the BPDP until such
time as DWR determines that the performance standards described below have been met. The
monitoring period shall be a minimum of five consecutive years for the Bank Parcel.
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 the BPDP for approval. Some native hardwood tree volunteer
species may be included to meet performance standards as determined by the DWR.
I A "stem" means a woody seedling, sapling, shrub or tree, no less than 10 centimeters in height
and shall apply, on this Bank Parcel, as the minimum height that a planted tree or shrub shall be
at initial planting. Volunteer stems that are less than 10 centimeters shall not be quantified and
included in the annual vegetation data included with the monitoring reports.
7

K. If the performance standards of the vegetation are not met, supplemental plantings may be
required. Supplemental plantings will be utilized until the required densities have been achieved
and maintained for five years. Bank Parcel maintenance, such as ensuring diffuse flow, managing
invasive species, and pest control will be included in the BPDP.
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 the BPDP. The Sponsor shall submit an annual monitoring report no later than
December 31 of each year for a minimum of five consecutive years after the first full growing
season. 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
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 the Bank Parcel fails to achieve the performance criteria described in this Instrument
and the approved BPDP, the Sponsor shall develop necessary contingency plans in coordination
with the DWR and implement appropriate remedial actions for the Bank Parcel and the Bank.
Depending on the degree of remedial actions required, the DWR may modify the monitoring
period.
VII. CALCULATION OF CREDITS
Nutrient Offset Credits
A. The square footage of Nutrient Offset Credits on the Bank Parcel is determined by applying the
applicable ratio as provided in 15A NCAC 02B .0295(m) for a Restoration Site following the
guidance provided in the Clarified Procedures for Calculating Buffer Mitigation Credits and
Nutrient Offset Credits (reference 5) issued by the DWR, including the most recent Project Credit
Table Template (attachment Q. All riparian areas proposed for Nutrient Offset Credits must be a
.11

minimum of fifty (50) feet from the top of 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 this Bank Parcel shall be fixed as part
of the approval of this Instrument, with the fixed amount not changing during the Bank Parcel
Development or credit release schedule for the Bank Parcel. For further details on the approved
method and calculations for determining nutrient reductions with the riparian restoration on this
Bank Parcel, refer to the NCDWR- Methodology & Calculations for Nutrient Reductions on the
Bank Parcel document found in reference 6.
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I 1 1 . CREDIT RELEASE SCHEDULE
A. Upon submittal of all appropriate documentation by the Sponsor, and subsequent approval by
DWR, it is agreed that Nutrient Offset Credits associated with the Bank Parcel will become
available to sell to a third party in accordance with the Credit Release Schedule in Table 3.0.
Table 3.0 - Credit Release Schedule for Nutrient Offset Credits
% Credit
Task
Project Milestone
Available for
Sale
1
Instrument and BPDP Approved by DWR, Conservation Easement Recorded*,
Financial Assurance Posted
20
All Riparian Earthwork, Planting and Installation of Monitoring Devices
2
Completed, Easement Boundaries adequately marked, and all applicable permits
obtained. A site visit by DWR is required for this task.
20
3
Monitoring Financial Assurance Posted and Approval of As -Built Report
10
Monitoring Report #1: Approved by the DWR** & financial assurance renewed
4
10
Monitoring Report #2: Approved by the DWR** & financial assurance renewed
5
10
Monitoring Report #3: Approved by the DWR** & financial assurance renewed
6
10
Item B (1) of Section X in this Instrument has been completed and approved by DWR.
7
5
No remaining credits will be released until the conservation easement has
been assigned to an approved land trust or stewardship
Monitoring Report #4: Approved by the DWR** & financial assurance renewed
8
5
Monitoring Report #5: Approved by the DWR** and final site visit by DWR has been
9
conducted
10
Total
100%
* For specification, please see Section V in this Instrument
** DWR Approval provided upon a determination that the site is meeting success criteria
contained within the approved BPDP
B. DWR may modify the credit release schedule based on the information submitted or the order in
which required information is received. DWR will notify the Sponsor of any modification to the
credit release schedule.
C. Any major deviations to the Bank Parcel that were not authorized in writing by DWR prior to
implementation may affect the amount of nutrient offset credits that will be generated by the Bank
Parcel.
10

IX. PROCEDURE FOR DEBITING AND CREDITING
Credit Ledgers
A. The Sponsor shall maintain one (1) credit ledger for each mitigation type for the Bank Parcel
under this Instrument unless otherwise instructed by DWR in the approved BPDP: 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 11/2-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 this Bank Parcel will be used to offset nitrogen nutrient loads
within the 03020201 HUC of the Neuse River Basin, excluding the Falls Lake Watershed, in
accordance with 15A NCAC 02B .0703.
D. Credits must be calculated for the Bank Parcel using the most recent Project Credit Table template,
see reference 6, which is referenced in the guidance provided in the Clarified Procedures for
Calculating buffer Mitigation Credits and Nutrient Offset Credits letter issued by the DWR, see
reference 5.
E. The Bank Sponsor shall obtain written verification of nutrient offset needs from a designated local
government in the 03020201 HUC of the Neuse River Basin outside of the Falls Lake Watershed,
or from DWR through an approved NPDES permit for wastewater nutrient sources before debiting
Nutrient Offset Credits from the Bank Parcel.
F. All credit and debit transactions for each Bank Parcel under this Instrument shall be accurately
depicted in the credit ledgers. The Sponsor shall submit accurate and up-to-date credit ledgers for
each Bank Parcel by the loth of each month. At a minimum and only upon request, DWR shall
receive a hard copy of updated credit ledgers along with corresponding Mitigation Credit Transfer
Certificates and all corresponding letters from the designated local governments or DWR where
applicable once a year. Notification of all credit sales shall be provided to DWR until all credits
that have been released have been sold.
Mitigation Credit Transfer Certificates
G. All credit sales will include a Mitigation Credit Transfer Certificate ("Certificate") that is required
to be provided to the buyer of 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
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
11

applicable to the project with impacts, (5 - when applicable) designated local government
or DWR requiring Nutrient Offset Credits and (6) credit type and the amount required for
the project.
H. If the DWR determines that the Bank is operating at a deficit (e.g., the Sponsor is selling, leasing,
and/or transferring credits that are not available), or the Bank is selling or transferring credits out
of compliance with statutes, rules or this Agreement, the sale/transfer will immediately cease, and
the DWR, in consultation with the Sponsor, will determine what remedial actions are necessary.
X. BANK PARCEL CLOSURE
A. Bank Parcel Closure shall be identified as the event when the Sponsor is relieved of all its
responsibilities to the Bank Parcel and there are no Nutrient Offset Credits left to sell.
B. Bank Parcel Closure shall commence only after all the following events have occurred:
1. Transfer or assign the conservation easement and all its interests, in perpetuity, to a land
trust or stewardship program as described in Section V of this Instrument.
2. All five years of monitoring completed, and all monitoring reports submitted and approved
by DWR.
3. All credits have been released and debited and updated ledgers showing zero credit
balances have been submitted and approved by DWR.
XI. GENERAL PROVISIONS FOR THE BANK PARCEL
A. Upon the presentation of proper credentials, and during normal business hours, the Sponsor and
the landowner shall grant permission to the Director of DWR, and/or an authorized representative
of the Director of DWR, to enter the property containing the Bank Parcel.
B. Amendments: This Banking Instrument may be amended or modified only with the written
approval of all signatory parties.
C. Any transfer of the Sponsor's rights or obligations outlined in this Instrument, or any other
agreement referenced in this Instrument to a third party must be approved by DWR prior to the
transfer.
D. Force Majeure: After 100% of all the credits have been released according to the credit release
schedule in Section VIII and confirmation has been received by the DWR that the Conservation
Easement has been successfully assigned in compliance with Item H of Section V, the Sponsor
will not be responsible for Bank failure that is attributed to natural catastrophes including but not
limited to flood, drought, disease, regional pest infestation, etc. that are beyond the control of the
Sponsor.
E. However, if an event occurs before 100% of all the credits have been released according to the
credit release schedule in Section VIII, the Sponsor shall take remedial action to restore the
property to its condition prior to the event, in a manner sufficient to provide adequate offset and
mitigation to cover credits that were sold prior to the occurrence of the event. Such remedial action
shall be taken by the Sponsor only to the extent necessary and appropriate, as determined by DWR
and the Sponsor.
12

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.
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 1 s 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.
13

If to Sponsor:
Water & Land Solutions, LLC
Attn: Catherine Roland
7721 Six Forks Road, Suite 130
Raleigh, NC 27615
[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
14

L. Applicable Law: This Agreement shall be construed under the laws of the State of North Carolina.
WATER & LAND SOLUTIONS, LLC
By: T Cousi s (Print)
(Signature)
Title: President
Date: April 24, 2023
NORTH CAROLINA DEPARTMENT OF ENVIRONMENTAL QUALITY -DIVISION OF WATER
RESOURCES
Richard :••-
���Yla�yl (Signature)
Title: Director, Division of Water Resources
Date: June 2, 2023
15

Nutrient Offset Program & Buffer Mitigation Program Updated
Authorities for Neuse Strategy MBI August 11, 2020
ATTACHMENT A
Authorities pertaining to the Salem 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.2013-121
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 .0610 Managing Activities within Riparian Buffers: Definitions
15A NCAC 02B .0611 Managing Activities within Riparian Buffers: Authorization Certificates
15A NCAC 02B .0612 Managing Activities within Riparian Buffers: Forest Harvesting Requirements
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
15A NCAC 02B .0715 Delegation of Authority for the Protection and Maintenance of Existing Riparian Buffers

Attachment B
*Credits shown below are only for mitigation credits approved by the UMBI, BPDP, and As -Built.
(Sponsor name & Instrument name)
(Parcel Name w/ HUC #) Nitrogen Credit Ledger
Date Last Updated:
DWR Bank Parcel Project #:
Total Credits Released To Date:
Sale/
Release Date
Purchaser or % Credit
Release
Project w/HUC #
Credits Released/Available
to Bank
Credits Debited/Sold From
Bank
Nutrient Credit Balance
Gov't
Requiring
Pounds of
Nitrogen
Acres
Pounds of
Nitrogen
Acres
Pounds of
Nitrogen
Acres

Table 1. [INSERT PROJECT NAME], [INSERT PROJECT NUMBER], Project Credits
Neuse 03020201 - Outside Falls Lake
Project Area
N Credit Conversion Ratio (ftz/pound)
P Credit Conversion Ratio (ftZ/pound)
19.16394
N/A
Credit Type
Location
Subject? (enter
NO if
ephemeral or
ditch 1)
Feature Type
Mitigation Activity
Min -Max Buffer
Width (ft)
Feature Name
Total Area (ft2)
Total (Creditable)
Area of Buffer
2
Mitigation (ft)
Initial Credit
Ratio (x:1)
%Full Credit
Final Credit
Ratio (x:1)
Convertible to
Riparian
Buffer?
Riparian Buffer
Credits
Convertible to
Nutrient Offset?
Delivered
Nutrient
Offset: N (Ibs)
Delivered
Nutrient
Offset: P (Ibs)
Totals (ft2):
Total Buffer (ft2):
Total Nutrient Offset (ft2):
0
0
0.000 0.000 0.000
0
0
0
N/A
Enter Preservation Credits Below
Credit Type I Location I Subject? I Feature Type
TOTAL AREA OF BUFFER MITIGATION (TABM)
Mitigation Totals
Square Feet
Credits
Restoration:
0
0.000
Enhancement:
0
0.000
Preservation:
0
0.000
Total Riparian Buffer:
0
0.000
TOTAL NUTRIENT OFFSET
MITIGATION
Mitigation Totals
Square Feet
Credits
Nutrient Offset:
Nitrogen:
0
0.000
Phosphorus:
0.000
Total Ephemeral Area (ft) for Credit:
Total Eligible Ephemeral Area (ft):
Total Eligible for Preservation (ft):
Min -Max Buffer
Mitigation Activity Width (ft) Feature Name
Preservation Area Subtotals (ft):
1. The Randleman Lake buffer rules allow some ditches to be classified as subject according to 15A NCAC 02B .0250 (5)(a).
0 0
0 0.0% Ephemeral Reaches as % TABM
0 0.0% Preservation as % TABM
Total (Creditable)
Initial Credit Final Credit Riparian
Total Area (sf) Area for Buffer % Full Credit
Mitigation (ft2Ratio (x:1) Ratio (x:1) Buffer Credits
)
0 0
last updated 08/03/2020