HomeMy WebLinkAboutWQ0005849_Application_20230926Initial Review
Reviewer
nathaniel.thorn burg
Is this submittal an application? (Excluding additional information.) *
Yes No
Permit Number (IR) *
WQ0005849
Applicant/Permittee
Onslow Water and Sewer Authority
Applicant/Permittee Address
228 Georgetown Road, Jacksonville, NC 28540
Is the owner in BIMS? Yes No
Is the facility in BIMS? Yes No
Owner Type
County
Facility Name
North Topsail WWTP
County
Onslow
Fee Category Major
Fee Amount $0
Is this a complete application?*
Complete App Date
Yes No
09/26/2023
Signature Authority
Signature Authority Title
Signature Authority Email
Document Type (if non -application)
Email Notifications
Does this need review by the hydrogeologist? * Yes No
Regional Office
CO Reviewer
Admin Reviewer
Below list any additional email address that need notification about a new project.
Email Address
Comments to be added to email notfication
Comments for Admin
Comments for RO
Comments for Reviewer
Comments for Applicant
Submittal Form
Project Contact Information
Please provide information on the person to be contacted by NDB Staff regarding electronic submittal, confirmation of receipt, and other correspondence.
Name* David M. Mohr, PE
Email Address*
dmohr@onwasa.com
Project Information
.........................
Application/Document Type*
New (Fee Required)
Modification - Major (Fee Required)
Renewal with Major Modification (Fee
Required)
Annual Report
Additional Information
Other
Phone Number*
9109377521
Modification - Minor
Renewal
GW-59, NDMR, NDMLR, NDAR-1,
N DAR-2
Residual Annual Report
Change of Ownership
We no longer accept these monitoring reports through this portal. Please click on the link below and it will take you to the correct form.
https://edoes.deq.nc.gov/Forms/NonDischarge_Monitoring_Report
Permit Type:* Wastewater Irrigation High -Rate Infiltration
Other Wastewater Reclaimed Water
Closed -Loop Recycle Residuals
Single -Family Residence Wastewater Other
Irrigation
Permit Number:* WQ0005849
Has Current Existing permit number
Applicant/Permittee * Onslow Water and Sewer Authority
Applicant/Permittee Address* 228 Georgetown Road, Jacksonville, NC 28540
Facility Name* North Topsail WWTP
Please provide comments/notes on your current submittal below.
Requesting permit ownership change to reflect purchase of the facility by the Onslow Water and Sewer Authority (ONWASA). Based on the current
schedule to obtain final approvals and secure the necessary funding, ONWASA anticipates closing on the sale of the plant and associated collection
system on November 9, 2023, and assuming operation immediately after. Please note there will be no change in the waste stream, treatment system
or effluent disposal method with this change in ownership.
At this time, paper copies are no longer required. If you have any questions about what is required, please contact Nathaniel Thornburg
at nathaniel.thornburg@ncdenr.gov.
Please attach all information required or requested for this submittal to be reviewed here.
(Application Form, Engineering Plans, Specifications, Calculations, Etc.)
WQ0005849 Ownership Change Request 09.25.2023.pdf 12.41 MB
Upload only 1 PDF document (less than 250 MB). Multiple documents must be combined into one PDF file unless file is larger
than upload limit.
* By checking this box, I acknowledge that I understand the application will not be accepted for pre -review until the fee (if required) has
been received by the Non -Discharge Branch. Application fees must be submitted by check or money order and made payable to the
North Carolina Department of Environmental Quality (NCDEQ). I also confirm that the uploaded document is a single PDF with all parts
of the application in correct order (as specified by the application).
Mail payment to:
NCDEQ — Division of Water Resources
Attn: Non -Discharge Branch
1617 Mail Service Center
Raleigh, NC 27699-1617
Signature
Submission Date 9/26/2023
State of North Carolina
Department of Environmental Quality
DWR Division of Water Resources
NON -DISCHARGE PERMIT OWN E RS 1.11 PINA M E CHANGE
Division of Water Resources I NSTRU CTIO NS 1FOR I+OILM: NDPONC 06-16 & SUPPORTING DOCUMENTATION
This farm is for ownership chatrges or name changes of a 11011-di9charge system permit. Please note that'Permittee"
references the existing permit holder, and that "Applicant" references the entity applying for the ownershiploame change.
For mare informs orr, vrsil fhe Water Ouafily Pernuffing Section's Non -Discharge Pern illing Unit ivebsite
A. Non -Discharge Permit Ownership/Nime Change (FORA: NDPONC 0&14) Application (All Applications):
❑ Submit an original completed and appropriately executed Alan -Discharge Permit OwnetshiplName ChangE (FORM, NDPONrC
46-16) application -
The Existing Permittee's Certification shall be signed in accordance with 13A NCAC 02T .0106(b). Per I5A NCAC_Q2T
-010 c , an alternate person may be designated as tht signing official if a delegation letter is provided from a person who
meets the criteria in 15A NCAC 02T kIQ bl.
The Applicant's Ccrtifiration shall be signed in accordance with I5A NCAC 02T AI0 (b1. Per 15A NgAC NT A I QGfcl, an
alternate person may be designated as the signing official ifa delegation letter is provided From a person who meets the criteria
in I5A NCAC 02T 0 I 06 b ,
D. Existing Permit (All Applications):
p Submit a copy of the most recently issued permit-
C. Property Ownership Docurnentation (A11 Applications):
Per 15A NCAC 02T QiQ4(t)15A NCAC 02T .0604ie1, I SA NCAC 02T-0704(t), 15A N--A_C 01' -0804, 15A NCAC 02T
.I004(dl, 15 a, NCAC 42T , i 104id1{71, 15A NCAC 021' . f 104(c)(5), I5A NCAC 02 Q &20 1 e or 15A NCAC 02U-0242ff1,
the Applicant shall demonstrate they are the owner ofalI property Containing thereon -discharge system facilities;
❑ Legal documentation of ownership (i.e-, CMS, deed or article of incorporation), or
❑ Written notarized intent to purchase Wtemant signed by both parties with a plat or survey map, or
❑ Written notarized lease agreement that specifically indicates the inrended use of the property and has been signed by both
parties, as well as a pi at or survey map- Lease agreements shall adhere to the requ irern ents of 15A NCAC 02L -0107,
D. Certificate of Public Convenience and Necessity (All Applications where the Applicant is a Privately -Owned Public Utility):
El Per 15A NCAC 02T-0115(a)(1), provide one copy of the C.edificate of Nblic Convenience and Necessity from the North
Carolina Utilities Commission demonstrating the Applicant is authorized to hold the utility franchise for the area to be served
by the non -discharge system.
E. Operational Agreements (All Applications where the Applicant is a Home/Property Owners' Association or Developer of lots to
be sold),
D HgmelProperty Owners' Associations
❑ Per 15A NCAC U2T ;0 C i5(c), submit an original properly executed O-perational Agreement (FORK HOA}.
❑ Per ,I5A4 NCAC 02T .0115(c}, submit an original proposed or approved Articles of Incorporation, Declarations and By-
laws,
);A Develo rs of lots to bg 5.Qld
❑ Per,l5A NCAC 02T .01 l5(b}, submit as original of the properly executed Oerational. Agreement (FORM: DEV}-
F, Operation and Maintenance Agreement (AII Applications for Single -Family Wastewater Irrigation Systems);
❑ Per I5A NCAC 02T .0604h , submit an original of notarized Operation and Maintenance Agreement (FORM; SFRWWIS
QLM
that has been signed and dated by 41I deeded property owners. _
THE COMPLETED APPL[CATION AND SUPPORTING DOCUMENTAlTION SHALL BE SUBMITTED TO. -
NORTH CAROLI<NA DEPARTMENT OF ENVIRONMENTAL QUALITV
DIVISION OF WATER RESOURCE
WATER QUALITY PERMITTING SECTION
NON-DISCIIARGE PERMITTING UNIT
By U.S. Postal_ Service: By tvourierlSpecial Delivery: By Email:
Nan -Discharge Branch Non-D ischarge Branch — Archdale 942
1617Mail Service Center 512T4,Salisbury5t- ]j irDiscltarAe,f�eports[cncdenr-�av
Raleigh, NC 27699-1617 Raleigh, NC 27604
Telephone Number: (919) 707-3654
INSTRUCTION FOR FORM: NDPONC 06-16 & SUPPORTING €)OCUMENTAT1ON Page I of 1
State of North Carolina
DWR
Departmettt of Environmental Quality
Division of Water Resources
NON -DISCHARGE PERMIT O NER81-1I iNAME CHANGE
D1+rlslon of Water Resources FORM: NDPONC 06-16
I. EXISTING PElI:MITTEE INFORMATION;
1. Permittees name- Pludis LLC
2, Signature authority's name; -Maurice %'_ Ciallarda. PE per Li NCAC 02T _01 G6(b) Title: Managing Member
3. Petmittec's mailing address; 5950 Be&sh i re LMne. S u itc 800
city: Dallas Slate: TX � Zip: 75225 -
4_ Permittee's contact information; Phone number: ( 214 ) 720 - 3 1232 Email Address; rngallardaQ01Uri5j4a.QQM
5. Demonstration of historical consideration for permit approval - ] SA NCAC 02T _0120:
Has the Perm ittee or any parent, subsidiary or other affiliate exhibited the following?
a. Has been convicted of environmental crimes under Fed era] law or G_ _ 143-215.6E? ❑ Yes or 0 No
b_ Has previously abandoned a wastewater treatment facility without properly closing that facility? ❑ Yes or ❑� No
c, Has unpaid civil penalty where all appeals have been abandoned or exhausted? ❑ Yes or 0 No
d. Is non -compliant with an existing non -discharge permit, settlement agreement or order? ❑ Yes or ❑ No
e_ Has unpaid annual fees in accordance with I5A NQAQ 02T ,Q 105te1(2) ❑ Yes or Q No
H. FACILITY INFORMATION:
1, Facility name:
2. Facility's physical address: 1095 NC T-fig1L _ 210
City- n8adt Ferry State: -ILC- Zip: AGO - County- Qnslow
III. PFRLMIT INFORMATION:
1, Existing permit number: QOO U5_ 849 and m091 recent issuance date: 1012012020
2_ Existing permit type; High -Rate Infiltration
3, reason far the permitapplication: Change of Ownership
4. Has the facility been constructed? ❑Q lies or [r No
IV. APPLICANT INFORMATION:
1, Applicant's name: Qn5lm Water and LqgwerAuthority (ON WASA) .
2, Signature authority's name: David M. Mohr, PE _ per 1.5A NC:AC 02T _0106{b} Title. chkrov"iaw orfcsr.
3_ Applicant's mailing address: 223 Georgetown Road
City: jacksonyllle State; Zip; 28.54D-
4_ Applicant's contact information: Phone number_ (910 l 4iL'�722. Email Address:.d�j onmrasa.corn
S. Demonstration of historica l consideration for permi t approval - 15A NCAC 02T _01 20:
Has the Applicant or arty parent, subsidiary or other affiliate exhibited the fallowing?
a, Has been convicted of environmental crimes under Federal law of G,5. 143-215.613?❑ Yes or 0 No
b_ Has previously abandoned a wastewater treatment facility without properly closing that facility? ❑ Yes or ❑ No
c. Has unpaid civil penalty where all appeals have been abandoned or exhausted" ❑ Yes or ❑ No
d, Is non -compliant with an existing non -discharge permit, settlement agreement or order? ❑ Yes or R) No
e. Has unpaid annual fees in accordance vritlt ISA NAC 02T ,0105te1(2)? ❑ Yes or ❑Q No
FORM. N DPONC 06-16 Page I of 2
Existing Permittee's Certification per 15A NCAC 02T .410G{b):
I, klaurice W. Gallarda, PE, Managing Member attest thM this application for
(Signature Authority's name & title from Application Trem 1-2,)
AurisNorth Ta sai[ WWTP
(Facility name from Application Item 11.1.)
has been reviewed by me and is accurate and complete to the best of my knowledge- f understand dtiat prior to reissuanre of the permit
into the Applicant's name, any discharge of wastewater from this non -discharge systew to surface waters or the land will result in an
enforcement action that may include civil penalties, injunctive relief, and/or criminal prosecution. I will make no claim against the
Division of Water Resources should a condition of the existing permit be violated. f also understand that if all required parts of this
application package are not completed and that if all required supporting information and altachments are not included, this application
package will be returned as incomplete. I further certify that the existing Permitter or any affiliate has riot been convicted of an
environmental crime, has not abandoned a wastewater facility without proper closure, does riot have an outstanding civil penalty where
all appeals have been exhausted or abandoned. are compliant witli any active compliance schedule, and do not have any overdue annual
fees per 15A N 2 -0q-L
,
DOTE — In arc 'dance wera/ S CiJtes _4_3-215.6A and 215.6B, any person who knowingly makes any false statement,
representation o certificaany a ication par a be guilty of a Class 2 misdemeanor, which may include a fine not to
exceed $1 G,W well as nalli p to $25 per violativn-
Si nature=
g Date,
-,/
Applicant's Certification per 15A NCAC 02T .Oi.(F6{b}-
t, David M. Mohr, PE, Chief Operations Officer attest that this application for
(Signature Authority's name & title froth Application Item IV.2.)
Pluris North Topsai I WWTP
(Faci[ity name from Application Item 11-I-}
has been reviewed by me and is accurate and complete to the best of my knowledge, I understand that after reissuance of the permit
into the Applicant's name, any discharge of wastewater from this non -discharge system to surface waters or the [and will result in an
enforcement action that may include civil penalties, injunctive relief, and/or criminal prosecution- 1 will make no claim against die
Division of W aterResources should a condition ofthis permit be violated- I also understand that iralI required parts of this appIicatiouti
package are not completed and that if a[I required supporting inforunation and Rttachrncnts are not included, this appiieation package
will be returned tome as incomplete. I further certify that the Applicant or any affiliate has not been convicted of an env ironmentai
crime. has not abandoned a %hwtewater facility without proper closure, does not have an outstanding civil penalty where all appeals have
been exhausted or abandoned, are compliant with any active compliance schedule, and do not have any overdue annual fees per 1 5 A
NCAC 027 .0105(e),
NOTE— In accordance with General Stattites 143-215.6A and 1+13-21L , any person who knowingly makes any false statement,
representation, or certification in any application package shall be guilty of a Class 2 misdemeanor. which inRy include a fine not to
exceed 1*10
,0� II as loll nalties p �25,UOU per vioCalion,
signatu", Date:
FORM; NDPONC 06-16 Page 2 of 2
ROY COOPER
MICt-IAEL S, REGAN
Screw ry
5, DANIE.L M11'H
Ob Lielor
RANDY HOFlaMAN — REGIONAL MANAGER
PLUFUS, LLC
5950 BERKSHIRE LANE —SUITE 800
DALLAS, TEXAS 75225
Dear Mr, Hoffman,
.Nop' HfAPOLINA
EnVir07 MORfOl Qltaliry
October 20, 2020
Subi1X ; Penn itNo, W 0005849
Pluris North Topsail W FP
High -Rate Infiltration aad
Wastewater Irrigation System
Onslow County
In accordance with your permit renewal requ" received February 28, 202(l, and subsequent
additional information received May 1 9, 2020 and September 11, 2020, a ate forwarding herewith Permit
No. WQ0005849 dated October 20, 2020, to Pluris, LLC for the continued operation of the existing
wastewater trmtment, high -.rate infiltration., and irrigation facilities, as well as the construction and
operation of the Phase IF wastewater treatment facilities,
This permit shall be effective from the date of issuance through December 31, 2026, shall void
PermitNo. WQ0005849 issued July 29, 2015, and shall be sub}act to the conditions and lirnitations therein.
The Permittee shall submit a renewal application no lager than July 4# 2026.
Please pay attention to the monitoring requirements listed Attachments A, B, and C for they may
differ from the previous permit issuance. Failure to establish an adequate system for collecting and
rmaintaining the required operatWal information shall result in future compliance problems,
The Division has removed the following permit condition since the last permit issuance dated
July 2.9, 20f:
D Old Condition V1.2. —This condition has been mmoved because the permit is not voidable
The follow[nlg permit eonditioiDs are new since the last permit is�palnce dated July 29, 2015.
Condition 11, 11. — eibach for specific treatment/storage, inflItration, and irrigation sites have
been updated to the applicable setbacks when those facilities were originally permitted or last
mod i fred-
1- Condition 11L16. — Metering equipment shall be tested and calibrated annua]ly-
Condition 1V.12, —Monitoring wells MW-9 and Cv W-10 shall be sampled after construction,
and within 90 clays of the ef1`ective date of this permit. Monitoring wells W-9 and W-10
shall be sampled thereafter at the #'requencies and for the parameters specified in Attachment
C.
�.y_ Nor ONCarollmiDL� PafILI Wdil' iviranmenLalQi,l;ty : 1)iritioaafWaaea jk'5Aaorx¢s
�¢�' ai$ bpi M 5alislmryStrrrl lbli`MAI SCnkeGmter Raleigh. Norili Cambia _xjWm-1017
�t*rt l'r� er.��-..w R,.ir {]19.WV?000
Mr. Randy Hoffman
October 20, 2020
Page 2 of 2
Condition l _ 14. —For initial sampling of monitoring wells K4W-9 and MW-10, the Perinittee
shall submit a Compliance Monitoring Form (GW-59) and a Well Construction Record Form
(GW-1) listing this permit number and the appropriaft monitoring well identification number,
l Condition V1.10, — This permit shall not be renewed if the Permiuee or any affiliation has not
paid the required annual fee_
Attachment C —Added monitoring wells -4, W-8, MW-9, and -10 to the list of wells
to be sampled -
I
f any parts, requirements, or limitations contained in this permit are unacceptable, the Permittee
has the right to request an atdjudicatory hearing upon writt= request within 30 days following receipt of
th is permit- Th is regaest steal I be i n the form of a written pet ition, conforming to Chapter 150E of the North
Carolina General Statutes, and filed with the Office of Administrative hearings at 6714 Mail Service
Center, Raleigh, NC 27699-6714. Otherwise, this perm iI. shall be final and binding.
If you need additional information concerning this permit, please onntact Erick Saunders at (919)
707-3 659orgrick,son_saunderct,jiLAgi r,gov.
i noerely,
. Daniel Smith, Director
Division of Water Resources
cc; Onslow County Health Department {Electronic Copy)
Wilmington Regional Office, Water Quality Regional Operations Section {E wronic Copy)
Laserftche File (Blcctronic Copy)
Digital Penn it Ardiive (Electronic Copy)
NORTH C'A OLINA
ENVIRONMENTAL MANAGEMENT GO1Vi1&'II SIGN
DEPARTMENT OF ENVIRONMENTAL QUALITY
IALEIGH
HIGH -RATE INFILTRATfON SYSTEM PERMIT
In accordance with the provisions of Article 21 of Chapter 143, General Statutes of North Carolina as
amended, and other applicable Laws, Rules, and Regula.6ons
PERM ISS]ON IS HEREBY GRANTED TO
Plurlis, ILIAC
nslow County
FOR THIS
operation of 1,54 ,635 gallon per day (GPD) wastewater treatment, higli-rate infiltration, and irtiaolon
facility consisting of the:
construction and operation of line Phase 11 wastewater treatrent plant modifications consisting of., ten
membrane rasse tes, a 386 gallon per minute (GPM) permeate purnp, and a turbidiimeter serving the Phase
1 MBR aeration basin; are ultraviolet (UV) disinfection system bank with 48 bulbs; a gmundwater pumping
station wet well with a hydropneumatic tank, two submersible pumps, and duplex control panel; and all
associated piping, valves, controls, and appurtenances; the
continuuM operation of a wasmwater treatment plant ocrosisting of a Parshall flume; an ultrasonic flow
meter; a manually cleaned bar screen; a 42.2 acre three -cell facultative lagoon with 57 million gal]ons of
capacity; a tablet chlorinator", a 138,875 gallon chlorine contact chamber; an irrigation pump statiort
containing duplex 1,800 GPM pumps; an effluent flour meter; and all associated pipings valves, controis,
and appurtenan=; the
continued operation of Phase i wasto ater treatment plant consisting of, a flow splitter box with a 3-inch
spaced manual bar screen; an influent magnetic induction type flow meter totalizer; a 254,320 gallon
aerated flow equalization tank with two 1,200 GPM submersible pumps and two 10 horsepower (hp)
floating mechanical am-ator.5; dual 2 millimeter (nun) rotary drum fine screens with auto wash using treated
effluent a 52,229 gal Ion anaerobic tank wide a 2 lip mechanical m ixer (a spare 2 hp me+chan ica I mixer shal I
be kept on site); an alum chemical feed system with two 20 gallon per hour (GPH) chemical feed pumps; a
49,745 gallon pre -anoxic tank with a I.5 hp mechanical mixer (a spare 1.5 hp mechanical mixer shall be
kept on site); two 121,583 gallon pre -aeration tanks with two 300 cubic foot per minute ( FM) blowers,
fine bubble diffusers and two 4.6 hp mechanical mixers (a spare 4.6 lip mechanical mixer shall be kept on
site); a pre -aeration recirculation wet well with two 2,778 GPM recirculation pumps serving the anaerobic
and pm -anoxic tanks; a 70,324 gallon post anoxic tank with a 3.6 hp mechanical mixer (a space 3.6 hp
mechanical mixer shall be kept on site) and served by a Micro C chemical feed system with two 1,8 KPH
chemical feed primps; two 41,888 gallon membrane bio-reactor (M13R) aeration basins with ten membrane
cassette_. in one basin, a 386 CiPM permeate pump, fine bubble diffusers, a teiescopi ng valve, a turbidimeter
and two 711 CFM blowers; a recycled activated sludge (RA ) and waste activated sludge (WAS) wet well
with two 2,092 GPM recyclelwasting pumps; a 330,616 gallon aerobic digester with 6-inch diameter
decatrting pipes, coarse bubble dif'iusers and served by two 1,000 CFM blowers; an ultraviolet (UV)
WQ0005849 Version 4.0 Shell Version 200201 Page 1 of 16
disinfection u nit contai ning one bank of48 bulbs; a wash water lift station with two 300GPM subrrmensible
pumps and a gravity feed line to the higb-rate infiltration basins; a 9.5 acre dewatering storage lagoon with
22.4 mV)ion gallons of storage; an auxiliary generator with an autorttatic transfer switch; and ail associated
piping, valves, controls, and appurtenances; the
continued operation of a 542,635 GPD waskewater irrigation system consisting of. a 129,28 acre spray
irrigation area comprised of 25 fields; and all associated piping, controls, valves and appurtenances; and
the
continued operation of a I,000,000 GPD high -rate infiltration system consisting of: two nigh -rate
infiltration basin effluent €low meters; a refrigerated effluent sampler; a 1.07 acre high -rate infiltration basin
([B- I ) with a loading rate of I0-77 gal Ions per day per square foot (GPlXW); a 1. 52 acre h igh-rate
iTtf ltration basin (fB-2) with a loading rate of 7.54 OPDlft', a gravity dewatering collection piping network
with a uItrasonic flow meter and drains to a water collection pond that overflows via a 400 foot rip rap and
ABC stone level spreader; and all associated piping, valves, controls, and appurtenances
to serve the PILtd s North Topsail WWT'P, with no discharge of wastes to surface waters, pursuant to the
application received February 28, 2020, subsequent additional information received May 19, 2020 and
September 11, 2020, and in conformity with the Division -approved plans and spe6fimtons considered a
part of this permit,
This permit shall be effective frorn the date of issuance through ]December 31, 2026, shall void Permit No.
0005849 issued July 29, 2015, and shall be subject to the following conditions and limitations:
L SCHEDULES
Upon completion of construction and prior to operation of the Phase 11 permitted modifications, the
Permittee shall submit an engineering certification from a North Carolina licensed ProfesManal
Engineer ceAifying that the permitted facility has been constructed in accordance with G. S. 143-215.1,
Administrative Code Title 15A Subchapter 02T, this permit, and the Division -approved plans and
specifications_ For phased and partially certified facilities, the Permit�ee shall retain the responsibility
to track further constr•rmetion approved under this permit, and shall provide a final engineering
oertifcation upon project completion. Mail the Engineering Certification to the Division of Water
Resources, Flan -Discharge Branch, 1617 Mail. Service Center, Raleigh, NC 27699-1617, or Non -
I iscl ors c. f orts cr i1CdCi1r_vOv. [15A NCAC 02T .0116{a}]
2. The Permittee shall notify the Wilmington Regional Office, telephone number(M) 796-7213, at least
two business days In advance of initial operation of the constructed facilities so that the Division can
conduct a startup inspection. [15A NCAC 02T ,0108(b)(l){B)]
3_ Thte Pe mittee shall request renewal of this permit on Division -approved farms no later than July 4,
2026. [15A AICA 02T .0105(b), 02T .0109]
WQ00D5349 Version CO Shell Version 200201 Page 2 of 16
11. FERIFOR wIANCE STAL A1' DS
_ The Permittee shall maintain and operate the subject non -discharge facilities so there is no discharge to
surface waters, nor any contravention of groundwater or surface water standards. in the event the
Facilities fail to perform satisfactorily, incfuding the ematioa of nuisance conditions due to improper
operation and maintenance, or failure of the infiltration ateas to assimilate the effluent, the Permittee
shall take immediate corrective actions, including Division required actions, such as the constructlonr
of additional or replacemmt. wastewater treatment or disposal facilities, [13A NCAC 02T
.0108(b)(1)(A)l
2. Tl7i s permit shal l not rel ieve the Permittee of their respons ibility for dam ages to ground water or su rface
water resulting from the operation of this facility. [15A NCAC 02T .0108(b)( I )(A)l
3. Groundwater monitoring wells shall be constructed in aocordance with 15A NCAC 02C ,0108
(Standards of Construction for Wet is DtN r than Water Supplyj and any other jurisdictional laws and
regulations pertaining to well construction, [I5A NCAC 02C .0108]
4. Effluent quality shall not exceed the limitations specified in Attachmert A. [15A NCAr 02T
.0108(b)(1)(A), 02T .0705(b)l
5. App] ication rates, whether hydraulic, nutrient, or other pollutant, shall not exceed those specified in
Attachment B. [15A NCAC 02T .0108(b)(1)(A), 02T .0505(c), 02T ,0505(n), 0 T .0705(m)l
&. Wastewater irrigation fields and high -rate infiltration situ permitted on or after December 30, 1983
have acompliance boundary that is either 250 Feet from the disposal area, or 50 feet within the property
boundary, whichever is closest to the disposal area. Any exceedance of groundwater standards at or
beyond the compliance boundary shall require comective action_ Division -approved relocation of the
compliance boundary shall be noted in Attaciiment B. Multiple contiguous properties under com[non
ownership and permitted for use as a disposal system shall be treated as a single property with regard
to determination of a. compiiance boundary. [15A NCAC 02L .010 (d)(2} 02L .0I 07(b), 02T .0105(hl
Gi, & 143-215.I(i), G.S. 143-215.1(k)j
7. The review boundary is midway between the compliance boundary and the disposal area. Any
exceedance of groundwater standards at or beyond the review boundary shall require preventative
action. [15A N AC 02L .010&(d)(1), 02L .0108 f
8. The Permittee shall apply for a permit modification to establish a new compliance boundary prior to
any sale or transfer of property affecting a compliance boundary (i.e., parcel subdivision). [ 15A NCAO
02L .0107(c)]
9_ No wells, excluding Division�pproved monitoring wells, shall be constructed within the compliance
boundary except as provided for in 15A NCAC 02L .0107(g). [15A NCAC 02L .01071
10. Except as provided for in 15A NCAC 02L .0107(g), the Permittee shall ensure any landowner who is
not the Permittee and owns land within the compl iance boundary shal i execute and file with the Onslow
County Reginer of Deeds an easement running with the land containing the following iteFns:
a. A notice of the permit and number or other description as allowed in 15A NCAC 02L .0107(fj(1);
b. Prohibits construction and operation of water supply wells within the compliance boundary; and
c. Reserves the right of the Permittee or the State to enter the property within the compliance boundary
for purposes related to the permit.
The Director may term inate the easement when its purpose has been fulfilled or is no longer needed.
[15A NCAC 02L ,0107(o]
WQ0005849 Version 4.0 ShslI Version 200201 PW 3 of 16
11. The facilities herein were permitted per the following setbacks.
a. Irrigation sites (i.e., Fields 1 through 19) were modified July 27, 1988. The setbacks for spray
irrigation sites originally pertuitted or modified from October 1, 1987 to January 31, 1993 are as
follows (all distances in feet):
i. Each habitable residence or place of assembly under.separate ownei-hip:
4001
ii. Each private or public water supply sou ve:
100
iii. SurfiLce waters:
100
iv. Groundwater lowering flitches:
100
v. Surface water diversions (gslope):
10p
vi, Surface water diversions(downslope):
100
vii. Each well with exception of monitoring wells:
100
viii, Each property line:
200 '
ix_ Top of slope of embankments or cuts of two feet or more in vertical height:
100
x. Each water line;
10
xi. Each swimming pool:
100
xii, Public right of way:
50
xiii.Nitrification field:
20
xiv. Each building foundation or basement:
100
xv. Each impounded public surface wager supply:
500
xvi. Each public shallow ground water supply (less than 50 feet doe ft
500
Habitable residences or places of assembly under separate ownership constructed after the
facilities herein were originally permitted or subsequently modified are exempt €from this
setback.
2 Setbacks to property lines are not app!icable when the Perm ittee, or the entity from which the
Perm ittee is, leasing, owns both parcels separated by the property line,
[ 15A N AC 02H _0404(g), 02H .02-196 5)]
%YQ0005349 Version 4.0 She[J Version 200201 Page of 16
b. Irrigation sites (i_e, Fields 20 through -34) were originally pea-mitted July 11, 2003. The setbacks
for spray irrigation sites originally permitted or modified from Febmary 1, 1993 to August 31, 200
are as follows (ali distances in feet).
i, Each Imbi#able residence or place of assembly under seperate ownership:
400
H. Each private or public water supply source:
100
Hi_ Surface waters:
100
iv. Groundwater lowering ditches:
100
v. Surface water diversions (ups lope).
100
vi. Surface water diversions (downslope):
100
vii. Each we]l with exception of monitoring wells:
] 00
viii. Each property tine:
200,
ix, "Fop of slope ofembankm�ts or cuts of two feet or more in vertical height:
15
x_ Each water line:
10
xi_ Each swimming pool,
100
xfL Pablic right of way:
50
xi ii. Ni trificati on field;
20
xiv. Each building foundation or basement:
15
xv, Each impounded public surface water supply:
500
Xvi. Each pub] is shallow ground water supply (less than 50 feet deep):
500
Habitable residences or places iof assembly under separate ownership constructed after the
facilities herein were originally ]permitted or subsequently modified are exempt from this
setback.
Setbacks to property lines are not applicable when the Permittee, or the entity from which the
Permittee is leasing, owns both parcels separated by the property line,
[15A NCA 0 H .0404(g), 02H ,02190)(5)j
W 0005849 Version 4.4 ShelI Version 200201 Page 3 of 16
c. The infiltration sites (i.e_, Basins LB-1 and i$-) were modified >iebmary 9, 2011. The setbacks
for infiltration sites originally permitted or modified from September 1, 2006 to August 31, 2019
arc as follows (all distattves in feet):
i. Each habitable residence or place of assembly under separate ownership: 400 t
L Ewh habitable residence or place of assembly owned by the Permittee; 200
iii. Each private or public watter supply source: 100
iv. -lore-SA surface waters 54 '
V. SA Surface waters:
1001
vi_ Oroundwater Towering ditches;
50,
vii. Surface water diversions:
50
v1ii_ Fach well with exception of monitoring wells;
100
ix. Each property line:
200,
x. Top of slope of embankments or outs of two feet or more in vertical height,
100
xi. Each water line:
10
xii. Subsurface groundwater lowering drainage systems:
50,
xiii. Each swimming pool:
100
xiv. Public right of way:
50
xv. Nitrification field:
20
xvi, Each building foundation or basement_
15
xvii. Each impounded public surface crater supply:
5
xviii, Each public shallow ground water supply (less than 50 feet deep):
500
' Habitable residences or places of assembly under separate ownership constructed after the
facilities herein were originally permitted or subsequently modified are exempt from this
setback.
2 Setbacks to property f ines are not applicable when the Perm ittee, or the entity from which the
Perm ittee, is leasing, awns both parcels separated by the property line,
3 Setbacks t0 non A surface waters, groundwater I owedng ditches, and subsurface groun dwater
lowering drainage systems have beet reduced from 2DO to 50 fleet, and setbacks to S A surface
waters have been reduced from 200 to 100 feet because the treatment units are designed to meet
a Total Nitrogen of mglL and a Total Phosphorus oft mg/L.
[15 A N AC 02T .470 (a� 02T .0706(c), 02T .07Wf), 02T .0706(g)]
d, The 42.2 acre three-ctlI facultative lagoons were modified July 27, 1988. The setbacks for slarage
and treatment units originally permitted or modified from October 1, 1987 to January 31, 1993 are
as follows (all distances in feet):
i. Each habitable residence or place of assembly under separatr ownership: 400 �
ii. Each private or public water supply source: 100
iii, Each well with exception of monitoring wells: 100
iv. Each property line: 50 z
u_ M&Mcution field: 20
` Habitable residences or places of assembly under separate ownership constructed after the
facilities herein were originally permitted or subsequently modified are exempt frorn this
setback.
Setbacks to property lines arc not applicable when the Permittee, or the entity from which thie
Perm ittee is Ieasing, awns both parcels separated by the property line.
WQ0005949 Version 4_0 Shell Version 200201 Page 6 of 16
[ 15 A NCAC 02H .0404(g), 02H .02196)(5)j
e. The Pamhail flume, ultrasonic flowmete• and manually -cleared bar screen were originCyF
permitted September 3, 1997. The 9.5 acre dewatering storage lagoon and tablet i lhlorir tot were
originally permitted July 9, 20134. The wbacks for storage and treatment units originally permitted
or modified from February 1, 1993 to September 1, 2006 are as Follows (all distances in feet):
L Each habitable residence or place of assembly under separate ownership; 400 '
ii. Each private or public water supply source: 100
iii. Surface waters: 50
iv. Each well with exception of monitoring wells: IDO
v. Each property line' 50
vi, Nitrification fleid; 20
Habitable residences or places of ass=bly under separate ownership construmd after the
facilities herein were originally permitted or subsequently mortified are exempt from this
setback.
Setbacks to property lines are not applicable when the Permittee, or the entity from which the
Permittee is Ieasing, owns both parcels separated by the property line,
�I5A NCAC 02H. MD4(g), 02H .02190)(5))
f. The Phase T and Phase 11 storage and membrane bio-reactor treatment system units were modified
February 9, 2011. The setbacks for storage and treatment units originally permitted or modified
from September 1, 2006 to August 31, 2013 are as follows (all distances in feet):
i. Each habitable residence or place of assembly under sgmrate ownership; 160 L
iL Each private or public water supply source: 100
iii. Surface waotems: so
iv. Each weI1 with exception ofrnonitorin wells: i00
v. Each property line: 50 #
Habitable residences or places of assembly under separate ownership constructed after the
facilities herein were originally permitted or subsequently modified ate exempt from this
setback.
2 Setbacks to property lines are not applicable when the permitter-, or the entity from which the
Permiuee is leasing, owns both parcels separated by the property lire.
[ I SA NCAC 02H .0404(g), 02T .0706(d), 02T ,0706(f� 02T .07Wg)]
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III. OPERATION AND MAi TENANtwE REQU1 REMENT
L The Permittee shall operate and maintain the subject facilities as a non -discharge system. [15A NCA
02T .0500, 02T .0700]
2, ne Permittee shall maintain an operation and Maintenance Plan, which shall include operational
functlons, maintenance schedules, safety measures, and a spill response plan. [15A NCAC 02T,
,0507(a), 02T X707(a)]
3. Upon the Water pollution Control System Operators Certification CornmisMon°s (V'PC$0CQ
classii!cation ofthe subject non -discharge facilities, the Permittee shall designate and employ a certified
operator in responsibie charge (ORC), and one or more certified operators as back-up O;RCs, The ORC
or their back-up shall operate and visit the facilities as required by the VJPC OC . [15A NCAC 02T
M 171
4. The Perrrrittee shall maintain vegetative rover on. the irrigation sites, such that crop health is optimal,
allows even effluent disc. button, and allows inspection of the irrigation system. [15A NCAC 02T
.0507(b)]
5. The Permittee shall take measures to prevent effluent ponding in or runoff ftam the irrigation sites
listed in Attachment l3. [15A NCAC 02T .0507(c))
6- The Permittee shall not irrigate treated effluent during inclement weather, or when the soil is in a
condition that will cause ponding or runoff, [15A NCAC 02T .0505(x)]
7, infiltration and irrigation equipment shall tested and calibrated once per permit cycle. [15A NCAC
02T .0507(d), 02T .0707(d)1
8, Only treated effluent from the Pluris North Topsail WVVTP shall be infiltrated or irrigated on the sites
fisted in Attachment B. [15A N AC 42T .0501, 02T .07011
9. The Permittee shall not allow vehicles or heavy machinery on the infiltration area, except during
equipment installation or maintenance activities. [15A, NCAC 02T .507(e), 02T .0707(e)]
10, The Pennittee shall prohibit Public access to the wastewater treatment, storage, irrigation, and
infiltration facilities- [15A NCAC 02T .0505(q), 02T .0705(p)]
1 l . The Perm i#tee sbalI dispose or utilize generated residuals in a Division -approved manner- [15A NCAC
02T .0508, 02T .0708, 02T .11001,
12, The Permittee shall not divert or bypass untreated or partially treated wastewater from the subject
facilities. [15A N A 02T .05050), 02T .0705(i)]
13- Freeboard in the 42.2 acre three -cell facultative lagoon, the 9.5 acre dewatering storage lagoon, and the
two high -rate infiltration basins shall not be Irss than two feet at anytime. [ 15A NCAC: 02T .0505(dJ
02T .0705(0))
14. gauges to monitor waste levels in the 42.2 acre three} -cell facultative lagoon, the 9.5 acre dmatering
storage lagoon, said the two high -rate infiltration basins shall he provided, These gauges shall have
readily visible permanent markings, at inch or tenth of a foot increments, indicating the following
elevations: maximum liquid level at the top of the temporary liquid storage volume; minimum liquid
level at the bottom of the temporary liquid storage volume; and the lowest point on top of the dam.
[15A NCAC 02T X507(f), 02T ,0707(f)]
W OD05949 Vcrsion 4.0 Shell Version 200201 Page 8 of 16
IS. A protective vegetative cover shall be established and maintained on all beans, pipe runs, erosion
control areas, surface water diversions., and earthen embankments {i.e,, outside We of ernbankment to
maximum allowable temporary storage elevation on the inside of the embankment). Trees, shrubs, and
other woody vegetation shall not be allowed to grow on the earthen dikes or embankments. Earthen
embankments shall be kept mowed or otherwise controlled and accessible. [15A NCAC 02T AA7(g),
02T .0707(g)]
16. Metering equipment shall be tested and calibrated annually. [15A NCAC 02T .0507(d), 02T .0707(d)]
17. An automatically activated standby power source capable of powering all essential treatment units shell
be on site and operational at al I times. If a generator is employed as an afternate power supply, it steal I
be tested weekly by intertupting the primary power source. [15A N A 02T .0505(l), 02T .0705(k)]
18. The infi Itration areas shall be cleaned at least once per permit cycle to remove deposited materials that
may impede the infiltration process. Cleaning records shall be mah ained at the facility fur five years,
and shall be inade available to the Division upon request. The Wilmington Regional Office, telephone
number (910) 79 -7 15, shall be natif ed prior to each cleaning. [ISA PlCAC 02.T .0707(h)j
19. Once per permit cycle, the Permittee shall determine whether or not it is necessary to perform deep
tillage soil maintenance on the irixgation fields to restore soil percolation capabiIity. Records of this
investi gation shall be mai ntained at the facility for a peri od of no less than #i ve years, and shal I be made
available to the Division upon requests [15A NCA ta2T ,0108(b 1 A)]
20, If Division visual observatians determine the center infiltration basin berm is doughin& the Perm ittee
shall conduct a survey check of the infiltration basin center bean, and shall take corrective measures
necessary to maintain a minimum of 31 foot berm crest elevation. Reqults of these surveys shall be
provided to the Wilmington Regional Office's Water Qual ity regional Operations Section within one
month of their completion and mailed to:
Wilmington Regional Office
Water Quality Regional Operations 5ectiutx
127 Cardinal Drive Extension
Wilmington, Nardi Carolina 28405- 845
[15A N AC 02T .0108(6)(1)(A)]
Q005849 Version 4.0 Shell Version 200201 Page 9 of 16
TV. MONITORMC, AND. REPORTJNG REQUIREMENTS
1, The Perrnittee shall conduct and report any Division requin,,d monitoring necessary to evaluate this
facility's impact on groundwater and surface water. [15A NCAC 02T ,4108(c)]
2. A Division -certified Iaborataty shall conduct all analyses for the required effluent, groundwater, and
surface water parameters. [15A NCAC 02H -0800]
I Flow through the treatment facility shall be continuously monitored, and daily flow values shai] be
reported on Form NDMR- Facilities with a permitted flow less than 10,OM OPD may esfim ate their
flow from water usage records provided the water source is metered- [15A MAC 02T .0105(k 02T
-0108(c)]
4. The PeiTnittee shall monitor the treated effluent at the frequencies and locations for the parameters
specified in Attachment A. [15A NCAC 02T-0108(c)]
S. The Permittee shall maintain records tracking the amount of effluent irript,ed. These records shall
include the following information for each irrigation site listed in Attachment $;
a- Date of irrigation;
b. Volume of effluent irrigated;
c. Site in-igated;
d- Length of time site is irrigated;
e. Continuous weekly, monthly, and year-to-date hydraulic (inclieslacre) loadings;
E Continuous rrmonthly and year-to-date loadings for any non -hydraulic parameter specificaliy
limited in Attachment B;
g- Weather conditions; and
h- Maintmance of cover crops.
[15A N AC 02T .0108(c)]
6, The Permittee shall maintain records tracking the amount of effluent infiltrated. These records shail
include the following information for each infiltration site listed in Attachment B-
a. Date of infiltration;
b. Volume of effluent irifiI(rued;
c, Site infiltrated;
d. Length of time site is infiltrated;
e. Loading rates to eacb infiltratior< site listed in Attachment B; and
f Weather conditions.
[15A N AC 02T .0108(c)]
7. Freeboard (i,e,, waste level to the lowest embankment elevation) in the 42-2 acre three -cell facultative
lagoon, the 9.5 acre dewatering storage lagoon, and the two high -rate infiltration basins shall be
measured to the nearest inch or tenth of'a Foot, and recorded weekly. Weekly freeboard records shall
be maintained for Five years, and shall be made available to the Division upon request. [15A NCAC
02T .010 c)J
WQOODW9 Version 4-0 Shell Version 200201 Page 10 of 16
Thm copies of all monitoring data (as specified in Conditions 1V3_ and IVA) on Form NDMR for
each PPI, threetopies ofa1l operation and disposal records (as specified in Conditions TV,5. and 1V.7.)
on Form NDAll`-1 for every irrigation site in Attachment B, and three copies of all operation and
disposal records (as specified in Conditions TV.6. and IV.7.) on form NDAR-2 for every infiltration site
in Attachment B shatI he submitted on or before the last day of the following month. Tfno activities
occurred during the monitoring month, monitoring reports are still required docu=nting the absence
of the activity. All information shall lie submitted to the foliowing address:
Division of Water Resources
Information processing Unit
1617 Flail Service Center
Raleigh, North Carolina 27699-1 b 17
f 15A NCAC 02T .0105(1)]
9. Pursuant to G.S. 143-215ACC a), the Pennittee small provide to its users and the Division of Maier
Resources an annual report summarizing the performance of the wastewater treatment and high -rate
infiltration facility and the extent to which the facility has violated this permit, or federal or Mate laws,
regulations, or rules related to the }protection ofwaier quality. This report small be prepared on either a
calendar or fiscal year bases and shall be provided no later than 60 days after the end vftW calendar or
fiscal year. Two copies of the annual report provided to the Permittee's users shall be submitted to,
Division of Water Resources
Water Quality Permitting Section
1617 Ma;I Service Centyer
Raleigh, North t~arolina 7699-1617
[,S, 143-15.]C(a)]
10_ The Perm ittee shall maintain a record of all residuals removed from this facility, This record shall be
maintained for five years, and shall be made available to the Division upon request. This record shall
include:
a. ?dame of the residuals hauler;
b. Non -Discharge permit number authorizing the residuals disposal, or a letter from a municipality
agreeing to accept the residuals;
c, Date the residuals weere hauled; and
d. Wfume of residuals removed.
f ISA NCAC 02T .0508(b), 02T .0708(b)j
11. A maintenance log shalI be kept at this facility. This Iog shall be maintained for five years, and shall
be made available to the Division upon request_ This log shall include:
a. Date of flow mea-surement device calibimtlon;
b_ Date of irrigation equipment calibration;
c. Date of infiI Lration equipment calibration;
d. bate oftarbidimetercahbration;
e, bate and results of power interruption testing on alternate power supply;
f. Visual observations of the plant and plant site; and
g. Record of preventative maintenance (e.g., changing of equipment, adjustments, testing,
inspections, and cleanings, etc.).
[ 13 A NCAC 02T .0507(i), 02T _0707(i)]
12, Monitoring wells MW-9 and K4W-10 shall be sampled after construction, and within 90 flays of the
effective date of this permit. Monitoring wells M-9 and W-10 shall be sampled thereafter at the
frequencies and for the parameters specified in Attachment C. All mapping, well constructivtr forms,
well abandonmca forms. and monitoring data shall refer ta_the permit number and the well
nomena atuo. as provided in AtEachrognt C and Fi ggre 1 [15A NCAC 02T .0105(m)]
WQ0005849 Verskm 4.0 Smell Version 200201 Page 11 of 16
13. Monitoring wells M W-1, MW-3, MW4, M -5, M W-6, MW-7, and M W-8 shall be sampled at the
frequencies and for the pararneters specified in Attachment C. All mappin& well constnicti.Qaform.5,
well abandonment fortes and monitoring. data shall refer to the permit number and the well
nomenclature as provided in Attwhmeat C and Fiore 1. [ 15A N A 02T .0105(m)]
14. For initial sarnpIing ofmordtoring wells M W-9 and M W-l0, the Permittee shall submit a Compliance
Monitoring ]Force (GW- 9) and a Well Construction Record Form ( W-1) listing this permit number
and the appropriate monitoring well identification number. initial Compliance Monitoring Forms
('GW-59) without copies of the Well [construction Record Forms (OW-1) art deemed incomplete, and
maybe returned to the Permittee without being processed. [ 15A NCAC 0 T _0105(m))
15. Two copies of the monitoring well sampling $nd analysis results shall be submitted on a Compllamce
Monitoring Form (GW-59), along with attached copies of laboratory analyses, on or before the last
woikingday ofthe month. following lk sampling month. The Cornpliance Monitoring Form (GW-59)
shall include #Iris permit number, the appropriate well identification number, and one G -59a
certification forth shall be submitted with each set of sampling results_ All information shall be
submitted to the fol€owirig address:
Divi lion of Water Resources
Information Processing Unit
1 617 Mail Service Center
Raleigh, North Carolina 27699-1617
[15 NCAC 02T .0105(m)]
16. An annual representative soils analysis (i.e_, Standard Soil Fertility Analysis) shall be conducted on
each irrigation site listed in Attachment B, These malts shall be maintained at the facility for flv�
years, and shall be made available to the Division etpon request* Each Standard Soil Fertility Analysis
shall include the following parameters;
A6dity
Exchangeable Sodium percentage
phosphorus
Rase Saturation (by caieulation)
Magnesium
Potassium
Calcium
Mauganese
Sodium
Cation Exchange Capacity
percent Hurnic Matter
Zinc
Copper
pH
[15A N CAC 02T .0108(c)]
17. An annual plant tissue analysis shall be conducted on each irrigation site listed in Attachment B. These
results shall be rnaintainc�d at the facility for a period of no less than five years, and shall be matte
available to the Division upon request. [15A N A 02T ,0108(c)]
W 0005849 Version 4_0 Shell Version 200201 page 12 of 16
18. Non complbonce Notification-
The Permittee shall report to the Wilmington Regional Office, telepItone number (910) 796-7215,
witb in 24 hours of first knowledge of the folfowing-
a, 'l matment of wastes abnormal in quantity or characteristic, including the known passage of a
hazardous substance.
b_ Any process unit failure (e.g., mechanical, electrical, etc_) rendering the facility incapable of
adequate wastewater treatment.
e, Any facility failure resulting in a discharge to surface waters,
d. Any time self -monitoring indicates the facility has gone out of compliance with its permit
limitations.
e. Ponding in or runoff from the irrigation sites.
f. Effluent breakout from the infiltration sites.
Emergencies requiring reporting outside normal business hours shall call the Division's Emergency
Response personnel at teIephoae number (800) 662-7956, (800) 853-0368, or (919) 733-3300. All
noncompliance notifications shall file a written report to the Wilmington Regional Office within five
days of first knowledge of the occurrence, and this report shall outline the actions proposed or oken to
ensure the problem does not recur. [15A N AC WT .0108(b)(I)(A)j
V. INSPECTIONS
1. The Perm ittee shall perform inspections and maintenance to ensure proper operation of the wastewater
treatment, irrigation, and infiltration facilities. [15A CAC 02T .0507(i), 02T .07079)]
2. The Permitter shall inspect the wastewater treatment, irrigation, and infiltration facilities to prevent
malfunction, facility deterioration, and operator errors that may result in discharges of wastes to the
environment, threats to human heaIth, or public nuisances. The Penn ittee shall maintain an inspection
lag that includes the date and time of inspection, observations made, and maintenance, repairs, or
corrective actions taken, The Perm ittee shall maintain this inspection log for a period of five year
from the date of'the inspection, and this log shall be made available to the Division upon request. [I 5A
N AC 02T .0507 ft 02T" .0507(i), 02.T .0707(i), 02T X070)]
Division authorized representatives may, upon presentation of credentials, enter and inspect any
property, premises, or plac4 related to the wastewater treatment, irrigation, and infiltration facilities
permitted herein at any reasonable time for determining compliance with this permit, Division
authorized representatives may inspect or copy records maintained under the terms and conditions of
this permit, and may collect groundwater, sur d water, or Ieachate samples. [G.S. 143-215.3(a)(2)]
WQ0005849 Version 4.0 Shell Version 200201 Page 13 of 16
V L GENERAL CONDMON
1. Failure to comply with the conditions and limitations contained herexrr may subject the Permittee to a
Division enforcement action. [G.S. 143-215. A, 143-215.6B, 143- 15_6G]
2. 'his permit is effective only with respect to the nature and vol ome. of wastes described in the permit
application, and Division -approved plans and specifications, [G.. 143- 15.1(d)]
3. Unless specifically requested and approved in this permit, there are no variances to administrative codes
or general statutes governing the construction or operation of the facilities permitted herein. [15A
NCAC 02T .0105(n)]
4. The issuance of this permit does not exempt the Permittee from complying with all statum s, rules,
regulations, or ordinances that other jurisdictional government agencies (e.g., local, state, and federal)
may retlui re. [1 SA N AC 02T .0105(c)( )J
5. If the permitted facilities change ownership, or the Permittee changes their name, the Permittee shall
submit a permit modification request on Division -approved forms. The Permittee skull comply with
all terms and conditions of this permit until the permit is transferred to the successor -owner, (G.S. 143-
215A(d3)]
& The Perm ittee shal I retai n a set of Divi lion -approve d plans and .specifications for the 1 ife of the facilities
permitted herein, [iSA A 02T.0105(o)]
7_ The Permittee shall maintain this permit until the proper closure of all facilities permitted herein, or
until the facilities permitted herein are permitted by another authority. [I5A NCAC 02T _01 OS&
8. This permit is subject to revocation or modification upon 0-day notice from the Division Director, in
whole or part for,
a. violation of any tens or conditions of this permit or Administrative Code Title 1 SA Subchapter
02T;
b. obtaining a permit by misrepresentation or failure to disclose all reIevant facts;
c. the Peanittee's refusal to allow authorized Departmentemployees upon presentation of credentials;
i, to enter the Penn ittee's premises where a system is located or where any records are required
to be kept;
li, to have access to any permit required documents and records;
iii, to inspect any monitoring equipment or rtrethod as required in this permit; or
iv. to sample any pollutants;
d. the Permittee's failure to pay the annual fee for administering and compliance rn oni tori rtg; or
e. a Division determination that the conditions of this permit are in convict with N)rth Carolina.
Administrative Code or General Statutes,
[I SA NCAC 02T ,01101
W 0005849 Version 4.0 Shell Version 200201 Page 14 of 16
9. Unless the Division Director grants a varlan0e, expansion of the facilities per-nitted herein shall not
occur if any of the following apply:
a. The Perrnittee or any parent, subsidiary, or other affiliate of the pennittee has been conviwd of
environincotal crimes under QS, 143-215,63, or under Federal law that would otherwise be
prosecuted under G.S. 143-215-6R, and all appeals of this conviction have been abandoned or
exhausted.
b. The PenniMe or any parent, subsidiary, or other affiliate of the Perm ittee has previously abandoned
a wastewater frwment facility without properly closing the facility.
c. The Permittee or any parent, subsidiajy, or other affiliate of the Perrnitft has not paid a civil
penalty, and ali appeals of this penalty havc been abandoned or exhausted-
d- The Perin ittee or any parent, subsidiary, orother aff3liaw 0fthe Peiinittee is currently not compliant
with any compliance schedule in a permit, settlement agreement, or order-
e. The Penn ittee or any parent, subsidiary, or other of #Bate of the Perm ftCee has not paid are anna
fee.
[i 5A NCAC 02.T .0120(b), 02 T k 10(d)]
10. This petmit shall not be renewed if the Fermittee or any affiliation has not paid the required annual fee,
[ I SA NCAC 02T .012.0(c)]
Permit issued this the 206 day of October 2020
NORTH CAROLI A, EWIRON ENTAL MANAGEMENT O(y11dMISSION
-jz S. Daniel Smith, Director
Division of Water Resources
By Authority of the Environniental N4anagement Commission
Permit 11Ium ber WQ0005849
WQ0005849 Version 4.0 ShdI Version 200201 Page 15 of 16
Permit No. W 0005849 Wastewater Irrigation and High -lute hnf Itration System
Phurls, LLC October 20. 2020
PlurisNorth iopsailww,r' Onslow County
EN 1NRE-k[1(G CERTIFTCA77ON
❑ Partial ❑ final
1, _ , as a duly licensed North Carolina Professional
Engineer, having ❑ periodically f ❑ fully observed the construction of the permitted facilities, do hereby
state to the best of Foy abilities that the facility was constructed in compliance with O.S. 143- 15.1,
Administrative Code Title 15A Subchapter 02T, this permit, and the Division -approved plans and
specifications.
Documentation of -any variation to this permit, and the Division -approved plans and specifications, is in the
attached as -built drawings.
Description of variations:
Professional Engineer's Name
I i+irni Name � Firm No. I
Address
City � Mate I Zip Code
Telephone I Entail
Seal, Signature, and bate
THE CO LE, TED E NGINEERING CERTIFICATION, INCLUDING ALL SUPPORTING
DOCUMENTATION, SHALL BE SENT TO THE FOLLOWING ADDRESS:
NORTH CAROLINA DEPAR`j'WNT OF ENVIRONMENTAL QUALITY
DM ION OF WATER RESOURCES
NON-DISCH,AROE BRANCH
By Ua-.Postal Service By CowiyiSpecial Delivery
1617 MAIL SERVICE CENTER 512 N. SALTS BURY ST.
RALEIGH, NORTH CAROLINA 27699-1617 RALEIGH, NORTH CAROLINA 27604
NV 0005K49 Version 4.0 Shell Version 200201 Page 16 of 16
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TfflS DOCUMENT, T, IN ITS PRESENT FORM M OR AS IT MAY BE REVISED BY ANY
PARTY, WILL NOT BECOME A BINDING A xRL-EMENTOF ANY PARTY UNLESS AND
UNTIL IT HAS BEEN SIGNED BY ALL PARTIES AND FULLY SIGNED COMES HAVE
BEEN EXCHANGED. THE EFFECT OF THIS LEGEND MAY NOT BE CHANGED BY
ANY ACTION OF THE PARTIES.
SYSTEMS PURCHASE AGREEMENT
by and among
PLURIS, LLB; and PLURIS WEBB CREEK. LLC
and
ONSL. W WATER AND SEWER AUTHORITY
SYSTEMS PURCHASEAGREEIviENT
THIS S YSTEM S PURCHAS E A REEiv ENT is made and entered ii,to as of
023 (the "effective Date") by and between PLUMS WEBB CREEK,
LL , and PLURI , LL , validly existing Iiiniled liability companies under the laws of the
State ofNorth Carolina (collectively "Pi uris"), and the ONS LOW WA.'C`ER AND SEWER
Ai7TRORITY, an authority created and validly existing vnder the laws of the State o(Narth
Carolina ("O1NWAS '). PIuris and ONWASA are from time to time refen)ed to herein
individually as a ` Party" and collectively as the `°parties".
RECITALS
WHEREAS, P1urls is engaged in providiog Sanitary sewer collection and udIiLy services,
serving resideaits and businesses in or near Hubert and Sneads Ferry, North Carolina (the
';Systcros"); and
WHEREAS, as contemplated by that celtairk Memorandum of Intent between the Parties,
PIuris desires to transfer all of [die Systems Assets (as defined below) and ONWASA desires to
acquire all of the Systems Assets: and
NVIIERE AS, this Systems Purchase Agreement is authorized by IMF, . Gen. S tat. § 1422A-
G(n)( ; ead
HEREA , the governing bodies of PIuris and ON A A have approved. and deem it
advisable to consummate, the acquisition cf the Systems Assets by ORIWASA, upon the terinS
and subject to the conditions set forth herein.
N OW, THCRUMRE, in consideration of the premises, and the mutual promises.
cove,nants and agreements contained herein, and for other good and valuable consideration, the
receipt and legal sufficiency of which are hereby acknowledged, the Parties. intending to be
legally bound, hereby agree as follows;
ARTICLE 1
SAL] l4 OF ASSETS
1,1 Sale ofS sterns Assets_
(a) Systems Assets. Upon the terms and subject to the conditions of this Agreement and
in reliance upon the covenants, agreernents, repirsontatiorls and warranties set forth is this
Agreement, at the Closing. f Iuris shall transfer to ONWASA, free and clear of any
encumbrances other than Permitted Enc unibi-ance s, and ON WASA shall purchase from PIuris,
all of PIuris° rights. title and interest in and to. the following assets (collectively, the "Sys terns
Assets"):
(i) The betel Property as set forth on SchCdLlIC 1, l (a){i},
(i i) All sewer lift station Nuipment, booster pump station equipment, and all trunk,
collection and other pipes, drains arrd fines used or held for use by Muris in connection with the
Systems as set forth on Schedule l .I (a) (i i)-
(i i i) The equipment, machinery, furnituiv, computes- hardware and software and related
peripheral equipment and other tangible personal property set forth on Schedule I -1(a)(iii);
(iv) All supplies, tools, raw materials, parts, work in process acid inventories used or held
for use by Pluds in connection with the Systems as set forth on Schedule 1.1(a)(iv);
(v) AIL Pexewits to the extent transferable as set forth on Schedule l .I (a)(v);
(vi) The Assumed Contracts, including airy "Will etvc" letters, as set forth on Schedule
I ,1(a)(vi);
(vii) Originals, or where not available, copies, of all books and records relating tc the
Systems, including all accounting records, quality control records and proceduir.s. customer Iists,
service and warranty records, equipment logs, operating guides and manuals, documents.. data
and other materials and information, in each case to the, extent relating to the Systems;
(viii) Ail prepaid expenses, advance payments, claims. refunds and Customer Deposits to
the extent related to the Systems;
(ix) A rights and cIaims. under warranties, indemnities and similar rights against third
parties to the extent related to any Systems Assets or Assurned Liabilities;
(x) All equitable claims and rights, including all claims and rights arising under operad Oil
of law, with respect to any and all Systems Assets; and
(xi) All other assets and properties ofevery kind and nature, whether real, personal, or
mixed, tangible or intangible, used or lie Id for use exclusively in connection with the Systems
Assets.
(h) Excluded Assets. Not ithmnding Section 1.1(a) to the contrary, the "Systems
Assets" shall specifically exclude these assets oww d by Pluris, which will remain the property
of pluris after Closing:
(i) All cash, cash equivalents, securities, bank, and Other financial institution deposits and
accounts, instruments, notes, and any other Iiquid or current assets (including Pluris Rieveriues
but excluding ON WASA Revenues). other than items described in Section 1.1(a)(viii);
(ii) All insurance policies and related rights;
4
(iii) All membership interests or other equities or rights;
(iv) AV personnel records. comp] iance books and records, and any other records that
Pluris is required by applicable Law to keep in its possession;
(v) Pluris' organizational documents and r,,-Jated records of memberhtmnagerloffilcer
communiCA[ions and tax mturn; and
(vi) All of the assets listed on Scliedule 1-1(b)(vi), whiolh assets are owned by Pluris and
not currently used for operation of the Systems.
(c) Assuaged Liabilities- QINWASA shall assume all liabilities and obligations of Pluris
accniing or to be provided on and after the Closincy Date under the Assurned Contracts as
provided in the Assumption Agreement (collectively, the "Assumed Lisibilitics").
(d) Consideration for S Y sterns Assets- Upon the terms and subject to the conditions of
this Agreement, in consideration for the conveyance, assignment, sale, transfer and delivery by
Pluris to ONWASA of the Systems Assets, ONWAS A shall pay to Pluris at Closing, by mire
t1-ansfer, the suns o f th irty-seven and one-half mill ion dollars ( 37,500,000.00) for the Systems
Assets at Sneads Fmy and eleven million dollars ($11,000,000.00) for the Systems Assets at
Webb Creek in Hubert. At Closing, ONWASA shall be given credit for the two hundred
tliousand dollar deposit paid by O W SA C'Deposit") and at Closing the amount paid to Pluris
by ONWASA shall be Font} -eight million three hundred thousand dollars ($45,300,000.00)- The
consideration to be paid by ONWASA to Pluris for the Systems Assets shall be allocated among
the Systems Assets as provided in Schedule 1,1(d).
(e) Contribution in aid of Construction -
As of the Effective Date and until the time of Closing, Pluris will cease reserving
additional wwor treatniCnt capacity front citlher ov bull Systems, and shall cease coIIecIinly
associated connection Fees, also known as Contribution in Aid of Construction ("CIAC'7 or
"Sy'steni Development Fees").
During that interim period, Pluris may receive inquiries from property owners andlor
developers seekinp- sewer service through the Systems. All such requests shall be forwarded to
ONWASA for review and approval/denial prior to any action by Pluris. if such a request is
approved by bath Parties, a "WI II Serve" letter swill be jointly issued by the Parties and wit I
require that property owners pay associated Fees in the Cut ure to ON WA SA in accordance with
ONWASA's then -approved rates and charges following closing of the sale of the Systems to
ON ASA. Stich Will Serve letters shal I be in form ai-id substance reasonably satisfactory to
ONASA and Pluris. Plitris shall keel) accurate information an such properties and mare that
information available to ONWASA monthly until Closing, PI Luis shall also provide monthly
flow data showing average d.Iily flow in gaiIon s per day of treatment and remairling available
capacity to ONWA as part of its monthly reporting to the DI ,
At CfosinZP
g, the perrnitted sever treatment capacity at the Pluris plant in S neads Ferry
shall be no less than one in Ilion five hundred forty-two thousand six hundred thirty Five gal Ions
per day (1,542,635 gpd) and the permitted sever treatment capacity at the Webb Creek plant in
Hubert small be no less than three hundred fifty thousand gallons per day (350,000 gpd) -
1 .2 t~losing. Upon the terms and s4ibjoct to the, conditions of this Agreement, and
provided that alf of the conditions set forth in A,rtiele 5 (other than those conditions that by their
terms cannot be satisfied until the Closing) have been satisfied or waived, the dosing shall take
place at such time and date the Parties shall agree by the exchange of signed, copies of the
Transaction Documents, including real estate dorumcnts no later than November 30. 2023 {the
`:Musing Deadline"). if all such conditions have not boen satisfied or waived by [lie Closing
CP
Deadl ine, the Party not respvri-sible for satisfying the outstanding condition shal I have the option,
in its sole discretion, of notifying the responsible Party of such in writing and either- (i)
extending the dosing Deadline ror so Ionry as the responsible Party is diiigentiy pursuing
satisfaction of that condition; provided that the dosing Deadline shall not be extended over
thirty (30) days without the written consent of both parties; (i i) waiving that condition and
proceeding with Closing; or (iii) terminating this A-reernenu, The election of (i) above shall not
prohibit a subsequent election of (i i) m (iii)- The "Closing Date" nrcans the date upon which
the dosing actually occurs- For economic and accounting purposes. the dosing shall be
deemed to take effect at 11.59 PM ET on the Closing Date,
ARTICLE 2
R[?PRESENTATIQNS AND WAR AN71 ES OF VLURI
Pluris represents and warrants to ON WASA as follows:
.1 0r nization of Pluris. Pluris Webb Creek, LLC, and Pluris, L LC are validly
exie ;t1ng companics, existing as such under and by virtue of the Laws of the State. Pluris has all
requisite power and authority to carry on the Systems as now being conducted and to Own, use
and hold for use the Systems Assets.
.2 authorization, The execution, delivery and performance by Pluris ofeaoh of die,
Transaction Documents to which it is or will be a party and the consumrnativn by it of the
Contemplated Transactions have been duly authorized by Pluris' Manager, and no other action
ou the part of Pluris is necessary to authorize the execution, delivery and perl`onnance by Pluris
Of sLich Transaction Documents or the consummation by it ofthe Contemplated Transactions.
Pluris has duly executed and delivered this Agreement.
2.3 Cs is and Approvals: No Violations.
6
(a) The exeoution. delivery and performance of die Transaction Documents to which
Pluris is or wilt be a party, and the consummation by Pluris of the Contemplated Transactions, do
not and wifI not, with or without notice or passage of lime or both; (i) subject to the receipt of
Regulatory Approvals aF. described in Section 2.3. after giving effect to all third party consents
obtained by Pluris on or before Closing. result in a violation or breach of,. or constitute a default
(or give rise to any right oftermination. amendment or acceleration) under, or require any
consent, approval or waiver under, any Assumed Contract or, any other agreement, contract or
instrument to which Pluris is a party to the extent such violation or defauIt would prevent the
c€ nsumntaticn of the Contetnpla[ed Transactions or otherwise materially interfere with
ONWASA's use of the S }sterns Assets or the (ii) subject to the receipt of Regulatory Approvals
as described in Section 2.3, violate any Order applicable to Pluris, the Systems or any of the
Systems Assets, or (iii) result is the creation or imposition of any Encumbrance on any Systems
Assets.
(b) The Transaction Doc urticrits including the permits IiF, ed in paragraph 2.10 to operate
the Sy sterns require the approval of the Nortli Caro Ena Department of Environme'zital l ualily
("DC °') for the it-ansfer to O,NWASA-
(c) This Agreement together with its Schedules, and the transfer of the Systerns as
contemplated by this Agreement, requi res the approval of the North Carolina Util ities
Comrnission (``1V U -), Pluris' obligation to close the transaction that is the subject of this
Agreement is contingent upon Pluris receiving an Order from the NCUC approving the transfer
of [lie Systems to ON ASA which is satisfactory in form and substance to Pluris, in its sole
discretion. PIuris shall make this deterin i nation within ten business days of the issuance of the
Order from NCCJO, and provide notice of its decision to ONWASA.
.4 Financial Statements. To the Knowledge of Plwis, the Inancial statements
described on Schedule 2A (cc Ilective ly, the" Mnancial Statements' fairly pie'sen[ in all
material respects the financial condition and the restriis ofoperations and cash flows of Pluris
related to the Systems as at the respective dates of and for the periods referred to in the 1'ivancial
tatemcrnjq, all in accordance with gcaerally accepted accounting principles. The Financial
Statements reflect the consistent application of such accounting principles throughout the periods
involved, except as disclosed in the notes to such Financial Statements- The Financial Statements
have been prepared from and are in accordance with the accounting records of Pluris. 'There are
no outstanding claims. liabilities, rrbligations or indebtedness in connection with the Systems of
any kind or natur�. whether fixed or cont ingen[, except as set forth in the Financial Statements,
and except for liabilities incurred in the Ordinary Course of Business since the date of dw-
Financinl Statements and of (be kind and type reflected in the Financial Statements which are
not, individually or in the aggregatc, material in amount.
2.5 JiLe - Pluris has (and at the Closing Pluris will transfer to ON ASA) good and
valid title to all the Systerns Assets free and cleat ofalI Encumbrances other than Perm i[ted
Encumbrances.
7
2,6 Tax Matters. All Tax Returns required to be bled by or an behalf of Pluris in
connection with the Systems have been timely filed, and such -fax Returns are accurate and
complete in alI material respects_ All Taxes due and payable by Pluris in connection with the
Systems have been paid in Full on a timely basis, arrd no other material Taxes (whether or itat
shown on or reportable on such Tax Returns) are pa}fable by Pluris in connection with the
yteous_ Pluris has withheld all arnounis required to be withheld or collected in cormection with
any amount paid or owing to any employee, irrdepeadent contractor. creditor, shareholder 0r
other Person in connection with the Systems, has remitted such arnourtts to the appropriate taxing
authorities in accordance with applicable Laws and has complied with ail infovmatiorn reporting
and backup with hoIding req u 1 rernents, including maintenance of required records, with respect
thereto. There are no Encumbrances on any of the purchased Systems Assets with respect to
Taxes. other than Encurnbraiwcs for Taxes not yet date and payable. No federal, state or local
audits, examinations, investigations or other Actions are p.endirig with regard to any Taxes or
Tax Returns Of PIUris in connection with the Systems. Pluris is not a party to any Action ror
assessment or coIIection of 'faxes in conne-etion ►vith the Systems, nor has any such Action been
asserted or, to Pluris' Knowledge, threatened. Pluris is not a United States real property holding
coEporat icn within the meaning of Section 89 7(c)(2) ofthe Code during the appiicah[e period
specified in Stct ion 997(c)(I){A)(ii) of the Code, and ONWA A is not required to withhold TaK
in connection with the dosing by reason of Section 1445 of the Code.
2.7 Absence of Certain Changes_ Since February 21, 2023, Pluris has operated the
Syverns only in the Ordinary Course of Business consistent with past practice_ Without I iaiiting
the generality of the foregoing, Pluris has not since February 21, 2023,
(a) permitted or allowed any of the Systems Assets to be Subjected to airy
Encumbrances of any kind other than Permitted Encunrbraticcs;
(b) sold, transferred, leased or otherwise disposed of any of the Systems Assets or
any other properties or assets (real, personal or mixed, tangible or intangible) used or held for use
in connection with the Systems. except in the Ordinary Course of Business, consistent with past
practi et
(c) entered into any contract or agreeimeiit in connection with the Systems outside the
Ordinary Course of Business;
(d) amended, modified or terminated, or waived any right or claim under, any
Assumed Contract;
(e) except for agreements with property owners or developers entered into as
provided for in Section 1.1(e), entered into any canlract or agreement in connection with (lie
Systems that provides for payments to or from Pluris in excess of $25,000 and is net terminable
in thirty (30) days or less without penal ty;
(0 failed to maintain the purchased Systems Assets in good operating condition and
8
repair, subiect to ordinary wear and tear;
(g) experienced any material damage, destruction or loss (whetlier or not covrered by
insurance) to the Systems Assets incurred gar assumed any I iabiIities in coru,ectiorl with the
Systems, or paid, discharged, %vaived or released any liabilities or obligations of the Systems. in
each case except in the Ordinary Course of Business;
(h) changed its cash. manageimv practices and policies or its practices and
proceduivs with respect to the collection ofcustorner accounts receivable, in each case with
respect to the }stems-, or
(i) agreed, ,whether in writing or otherwke, to take any action described in this
Section 2.7.
ISCu_touters,
(a) Maps. Schedule 2 .8(a) contains maps which set forth the location of all of Pluris'
known distribution, trunk, collection and other pipes, drains and lines used or lie Id l'or use in
connection with the Systems. Pluris does not provide Systems services to any Person other than
those custorr►ers set forth on the Custorner Lists to be provided in accordance with Sectto114.9.
(b) Upon the consummation of the Contemplated Transactions, all Pluris ctsstomer5
will become ONWAS A customcis and Pluris relinquishes all claims or riGhts to provide utility
services in Pluris' existing service areas served by the Systems in OnMcw County.
(c) Customer Deposits List. Schedule .8(b) contains an accurate and complete list
(the "Custoner Deposits List") of all Iois and units from which Pluris has collected and
currently retains C ustonier Deposits, including a description of the fee or deposit, the account
name and number, and the ainount and date paid.
2.9 Deal Praiperty,
(a) Real Property - Generally.
(i) As used herein, "Real Property" means all real property, itic lud! ng all land
described on Schedule 1,1(a)(i), all Easemenis, in which Pluris has any right, title or interc5t and
which is used or held for use its connection with the Systems, together with the use of all
buildings, structures, improvements and fixtures located thereon or attached or appurtenant
thereto. The Domed [teal property, the Easements and all real property listed on Schedule
1.1(a)(i) are included in the "Real Property."
(4) Within five business days after Lh� Effective bate, Pluris shall deliver to
N WASA true and complete copies o F all deeds, title irnsiirance policies acid survey$ relatfng to
the Deal property, including all documents evidencing Encumbrances upon the Real Property,
9
that are in Pluris' records or control- Other than the Permitted ErICLI tbrarnces, there are no
Encumbrances cr disputes or conditions affecting any Real Property that might cui tai I or
interfere w.ith the use of such propetty by ON WASA, and there are no pending or to Pluris'
Knowledgc threatened Actions, or ou€standing Orders, relating to any Real 11roperty. including
Pluris? use cif the Real Property,
(b) Owned Real Property- As used hereij:, "Owned Real Property„ means every
parcel of Real Property owned in fee simple by Pluris and used solaIy in connection with the
operation of the Systems, including the Lagoon. Schedule l-I(a)(i) sets forth each parcel Qf
Owned Real Property, including with respect to each parcel, tNe address location and use- With
respect to each parcel of Owned Deal Property, (i) Pluris has not leased or otherwise granted to
any Person the right to use or occupy such parcel of Owned Rea Property or any portion thereof;
and (ii) to the CCnp%rledge of Piuris, there are no unrecorded outstanding options, rights of first
offer ar rights of first refusal to purchase such parcel of Owned Real Property or any portion
thereof or interest therein.
(c) Easement & Rights of Way.
(1) Set forth on Schedule I.I(a)(i) is a list of certain easements, rights afway,
rights, privileges and appurtenances, including proofs of dedication, in which Piuris has any
right, title or interest and which are used or held solely for use by Pluris in conmection with the
ystents-
(ii) Pluris may not have alC Required Easements, each dulyf a ec4ited and
recorded- To the Knowledge of Pluris, any failure by Pluris to have all such duly executed and
recorded Required Easerncnis would not have a niateria] adverse effect cn the aperation of the
System s, except as otherwise set forth on Schedule 2.9(c)(ii),
�tii) To the Knowledge of Pluris, (A) Pluris and its Systenns operations are in
compliance with all Easements and (B) no event has occurred �r circumstance exists that may
(with or ►withoLit nonce, the passage of tirne or both) constitute or result dii-ectiy or indirectly in a
violation afar a failure to comply with any terra of, or result directly or indirectly is the
revocation, withdrawal, suspension or termination of, or any modificatioa to, any such Easement.
6) Leased P roperty. Pluris does not lease or license any real property- in connection
with its operation of the Systems. Pluris is not a party to any (case, assignment or simiIar
arrangement under which Piuris is a lessor, assignor or otherwise makes available for use by any
third party any portion of the Real Property,
2.10 Permits, All Permits inquired for Pluris to own and operate the Systems and the
Systems Assets as currmtiy conducted have been obtained by Pluris. are valid and in full force
and effect and are set forth on Schedule 2,10- True and complete copies of all sttch Permits have
heretofore been, or will be prior to Closing. furnished to ONWA - Pluris is iia sttbstantial
compliance with all such Permits. No event has occurred or circurnstarnce exists that may (with
10
or without notice, the passage oftiine or both) (a) constitute or result directly or indirectly to a
violation of or a fai[tire to comply with any term or requitement oFany such Permit except where
failing to comply would not have a material adverse effect on the Systems Assets cr Pluris or (b)
restiIt directly or indirectly in the revocation, withdrawal, stispension or termination of, or any
modification to, any such Permit.
2.11 Plant. Equipment. and Inventory.
(a) 81,1Mcieney of Assets, The Systems Assets, including the Lagoon, are suflicienr
for the continued operation of the Systems after the Closing in substantially the saute manner as
conducted by Pluris prior tQ the Closing and consdlute a I I of the rights, properties and assets
necessary to operate the Systerns as currently operated_
(b) oadition orAssets. The buildings, structures, improvements, fixtuies located on
or attached or appurtenant to the Owned Deal Property, and all other equiprnent, Machinery,
funiiture, fixtures, tanks, structures, computev hardware and other tangible personal property
included in the Systems Assets, are struclunally sound. in good openating condition and repair,
are adequate for the uses to which they are being put and are not in need of iaintenance or
repairs except for ordinary, routine maintenance and repairs which are not material in nature or
cost. Pluris has operated and maintained the Systems Assets in accordance with established
cpemang practices. Pluris has a valid license and right to use all software installed in or used in
connection with any personal computer or other computing device included in (lie S ystentis
Assets and has tlic right to assign such license and right to ONWA A in accordance with this
Agruernent-
2.12 Environmental Matters -
(a) CompIiance. To the best of PIuris' Knowledge, Pluris is in fill compliance with
all Environmental Laws relating to the S ystems, including the possession by Pluris of all Perva its
required tinder al l applicable Environmental Lags and compliance with the terns and conditions
thert:of. Each Perinit currently lie Id by Pluris relating to the Systems Pursuant to the
Environmental Laws is identified iri Schedule 2.1D,
(b) Notice of Violation, Since February 21, 2023, Pluris has not nzeived any
communication (written or era!), whether from a governmental Authority, citizens group,
employee or otherwise, that states, claims or alleges that Pluris is not in frill compliance with any
Environmental Laves relating to the Systems, and, to the best of Pluris' Knowledge. there are no
circumstances that may prevent or interfere with such frill compliance in the future_ Pluris small
deliver to ONWA A within five business days after the Effective Date all irifor marioll that is in
the possession of or reason ably avrwilable to PIuris regarding Environmental Claims, and
en viron ine nta I matters pertairiing to, or the environmental condition of, the Systems or the
compliance (or non-compliance) by Pluris with any Environmental Laws relating to the Systems.
II
(c) Periding Claims. Thet-e is no Enviro�ii-Qental Claire by any Person that is pending
or. to Pluris' l nowledge, threatened against the Systpnis.. or against any Person whose liability
for vy Environmental Claire Pluris has retained or assumed either contractually or by operation
of lave relating to the Systems. There has been no past Environmental Claim by any Person
against Pluris related to the Systems-
(d) Hazardous Materials. To the best of Pluris' Knowledge, there are no past or
present actions. activities; circumstances, conditions, events or incidents, including the release,
threatened release, evaission, discharge, presence or disposal of any Hazardous Materials, that
could forin the basis of any Environmental Claim against Pluris relating to the Systerns or, to the
Knowledge of Pluris, against any Person whose liability for any Env-ronmentalClaim rela ing to
the Systems Pluris has retained or assumed either contractually or by operation of iaw.
(e) Hazardous Condilions. Without in any way limiting the getnerality of the
foregoing, to the best of Pluris' Knowledge, (i) all Owned Real Property locations where Pluris
has (previously or currently) stored, disposed ofor arranged for the disposal of Hazardous
Materials reIatiag to the Systems are identified in Schedule 2.12(e)(i), (i i) all underground
storage tanks, and the capacity and contents of such tanks, located on any property ovmed,
leased, operated or controlled to be transfmcd by Pluris pursuant to this Agreement relating to
the Systems are specifically identified in Schedule 2.12(e)(ii), (ni) there is no asbestos ccntained
in cr form irig part of any building, building cornporient, structure or office space owned, leased;
operated or controlled by Pluris used or held for use in the Systems, and (iv) no PCBs or PCB -
conta i ning items are or ever have been used or stared at any property owned, leased. operated or
controlled by Pluris used or held for use in the Systems-
2, l 3 Contracts.
(a) Pluris nor, to Pluris' Knowledge, any other party thereto is in breach of or default
under (or is alleged to be in breach of or dQf8ult under), or has provided or received any notice of
any intention to terminate, any Assumed Contract. To Pluris' Knowledge, no event or
ciMLRT*tarLCc 11a5 occurred that. with notice or the passage of Time or Moth, would constitute an
event of default under any Assumed Contract or result in a termination thereof or would cause or
permit the acceleration or other changes of any right or obligation or the loss of any benefit
thereunder. Connplew and correct copies of each Assunxed Contract (including a I I modifications,
amendnterds and supplements thereto and waivers thereunder) have been, or will be prior to
Closing, delivered to ONWASA. There are no disputes pending or threatened under any
Assumed Contract.
M Except For any contracts and agreements with or for the benefit of Pluris
employees (none of whick will be assumed by ONWA A), and except for the Assumed
Contracts, there are no other contracts or agreements (i) by which any of [lie Systf'rns Assets are
bound or affected or (i1) to which PIUri �; is a party or by which it is bound in connection with the
Systems or tine Systems Assets,
12
2.14 Insurance, Schedule 2.14 sets forth a true and complete list and description of all
insurance policies maintained by Pluris wfth respect to the Systems ,assets (collectively, the
`°Politics") and sets forth a Iist ofalI pending clalrns and the claims hisimy for Pluris under the
Policies since Febwary 21, 2023. There are no claims related to the Systems or the Systems
Assets pending under any Policies as to which coverage has been questioned, denied or disputed
or in respect ofwhich their, is an outstanding reservation ofrights. All Policies are ill lull farce
and effect, all prerniums due thereon have been paid by Pluris, and Pluris is otherwise in
Cowl ianoe with the terms of the Policies. Pluris has received no notice of cancellation or non -
renewal of any Policy nor is the termination of any Policy thnaten 1, Pluris has not received
any notice from any insurance company that has issued a Policy, requiring or recornmetiding arty
repairs or work to be clone on any pant of the Systems Assets, other than repairs or other work
that has been rompleted.
2.15 Litigation_ There is no Action pending or threatened relating to or involving the
Systenis or file Systems Assets or which challenges or seeks to restrain, enjoin or otherwise
pnohibit the consummation of the Conteunplated Transactions, and, to the Knowledge of Pluris,
theme is no valid basis for any such Action. Other than Orders issued by the NC UC; authorizing
Pluris to provide service, setting rates, etc., there are ao outstanding Orders relating to or
involving the Systems or the Systems Assets_ The operation of dic Systems does not iri inge
upon, rnisappropriate or otherwise violate the patents, trademarks, tr ie names, copyrights, trade
secrets or oilier intellectual property rights of any other Person.
2,16 CQrni2liance with Laws_ Except as set forth on Schedule 2.1 , Pluris has corriplied
in all material respects with all applicable Laws with respect to the Systems since February 21,
2020. Since February 21, 0 3, Pluris has not received any notice that it is in violation of any
applicable building, zoning, health or other Law in respect of the Systems or the Systems Assets,
2,17 Brokers or Finders. To the extent either Patty has utilized or will utilize an agent,
broker, banker, advisor, consultant or other Person on its behalf in connection With the
Contemplated Transaction, that Party shah be responsible for any fee Or any other commission or
similar fee due such Person in comiection with any of the Contemplated Tr-�Utsactions.
2.18 1`ul1 Disclosure, , no representation or warranty by Pluris contained in this
Agreement or any other Transaction Document contains or will contain any untrue statement of
material fact or orn its or will omit to state any material fact necessary to make the staternenis
herein or therein, in light of the ciretimstances under which they were made, not rnisleading.
.19 No Other Representations or Warranties. Except for the representations and
warranties contained in this Agreement, the other Transaction Dactunents, and the Other
Contracts, Pluris does not make any other express or implied representation or W-a ranty, either
written or oral.
ARTICLE 3
REPRESENTATIONS AND WARRANTIES OF ONWASA
13
0 Nc WAS A represents and warrants to Pittris that:
3.1 O, aniz{tt ate, ON WASA is an authority created and validly existing under the
[Aws of the S tatc ofI orth Carolina, ONWASA has all requisite power and authority to carry on
its brtsiness as now being conducted and to own, use acid hold for use the assets used itx its
business.
3
3.2 Auth dzation; Valid't of A -regiment. ONWASA has all requisite power and
authority to execute and deliver all Transaction Documents to which it is or wiIi be a party, to
perform its obligations thereunder and to consunIrnate the Contemplated Transactions. The
execution, delivery and performance by O WASA of each of the Transaction Documcrits to
which it is or will be a party and the consummation by it of the Contemplated Trarnsactioris have
been duly authorized by ONNVASA's Board of directors, and no other action on the part of
ONWAS A is necessary to authorize the execution, delivery and performance by ONWA A of
such Tramaction Documents or the consurnrnation by it ofthe Contemplated Transactions.
ONWAS A has truly executed and delivered this Agreement. This Agreement constitutes,
togethev with the other Transaction Documents to which ONWASA is or will be a party will
cans#itate (upon execution and delivery by ONWAS A and the other parties #hereto), the Iegai,
valid and binding obligation of ONWASA, enforceable against ONWASA in accordance with its
terms, except as enforcement diereof may be limited by bankruptcy, insolvency, reorganization,
moratorium or similar laws affecting the enforcement of creditors' rights generally and by
general equitable principles.
33 Consents and A rovals• No Violations. This Agreernrnt is subject to approval
by DE , the North Carolina Local Government Commission, and the NCUC. The approval by
the Local Ooverrinlent Commission includes both this document and the issuance of revenue
bonds for the Cash Payment. The transfer• of the System by Pluris is subject to approval by the
NCUC on terms satisfactory to Pluris, as set forth in Section 2.3(c). Except for the foregoing
approvals, the execution, delivery and perforrnance of the Transaction Docurneats to wlxich
ON WAS A is or will be a party, and the consummation by ONWASA cfthe Contemplated
Transactions, do not and will not, with ar without notice or passage of time or both; (a) require
any filing with, or permit, authorization, consent or approval of, any Governrnental Authority or
any other Person, (b) itsalt in a violation or breach of, or consdtute a default (or give rise to any
right of Wrmimti on, ameadm"t or accelera#ion} under, or require any consent, approval or
waiver under, any agreenternt, contract or instrument to which ONWASA is a party, or (c) violate
any Order or Law applicable to ONWASA.
3.4 Brokers or Einders, To the extent either Party has utilized or will utilize are agent,
broker, banker, advisor, consultant or other Person on its behalf in comection with the
Contemplated Transaction, that Party shall be responsible for any foe or any other commission or
similar fee due such Person in connection with any of the Contemplated Transactions.
14
ARTICLE 4
COVENANTS
4_ I 1oteriin Systems Operations. Except as r uired by this Agrwinent. prior to
',lasing. Pluris shal l operate the Systern!5 in the Ordinary Course ofBasiness_
4.2 Access. Prior to Closing, Pluris shall affbnc ONWASA and its representatives
veasona►ble access to all facilities of Pluris used or held for use in connection with the Systems
and permit ONWASA to make such inspections as it mays reasonably require, in addition, Pluris
shall furnish ON WA SA with such operating data, books, records and other infoiemation relating
to the Systems as ONWASA may From tulle to time reasonably request_ O W SA and its
representatives may, with reasonable prior notice and without unreasonably interfering with
Pluris' operations; at ONWASA's sale expense. conduct such diligence and investigations of the
Systems as ON WAS deems reasonably necessary or appropriate, ineludin- (a) conductinor one
or more surveys of certain parcels of the Owned heal Property and of all tracts subject to any
new easements, (b) performing water syste i saniplino, (c) performing sail, surface and ground
water sampling, monitoring, borings and testing and any other tests, investigations, audits,
assessnvents, studies, inspections or other procedures relating to environmental conditions or
Hazardous Materials and (d) conducting financial analyses with respect to the Systems cr
Systems Assets. Pluris shaII cooperate with ON WAS and its representatives in conducting
such diligence and investigations (col lecti ve I y, the `Tests"). ONWASA shall give reasonable
written or telephonic advance notice to PIuris of any Tests it or its agents will perform, This
noticz shall specify the nature oC the Vests to be performed, the approximate time the Tests wiII
be perfonned, and the entity performing the Tests. ONWA A shall not be liable for the removal
o f o r damage to any small trees or other vegetation wMehmay reasonably occur in connocti0n
with the Tests. ON WASA, shall otherwise repair any damage to the heal Property to materially
the same condition as prior to such "tests caused by its exercise orthe rights granted tinder this
Section. This obligation shal I survive any termination of this Agreement. ONWAS A and its
representatives agree to keep the results of such access, diligence. and investigations, and all
materials deliveired by Pluris to ON ASA, confidential in accordance with that ::C'onjrden aN
fig+ ecxnIrrl" dated Octolr 4, 2022 belwen the Parties ([he "Confidentiality Agreement").
4.3 Pre -Closing Actions.
(a) Efforts to Close. Prior to Closing, upon the terms and subicct to the conditions of
this Agreement. ONWASA and Pluris shal I use their respective reasonable best eft ris to take, or
cause to be taken. al actions, and to do. or cause to be done and cooperate with each other in
order to do. all [kings necessary, proper or advisable to consummate the Contemplated
Transactions promptly, including the preparation and filing of all fern;, documents, pilings and
notices required to be filed to consumn,Ae the Contemplated Transa tiors and the taking of such
actions as are necessary to obtain any approvals, authorizations, consents, or waivers of any third
party or Governmental Authority,
15
b) Material Adverse Change. Prior to the earlier of Closing and a termination of this
Agreement, Phiris shall promptly notify ONWASA in writing of any fact, circumstance, event or
action the existence or occurrence of which (i) has had, or could reasonably be expected to result
in, individually or in the aggregate, with or without the passage of time, a material adverse
change in the business, condition (firiancial or otherwise), assets or results of operations of the
Systems, taken as a whole, or (i i) has resulted in, or could reasonably be expected to result in,
any representation or warranty made by Pluris hereunder not being. (x) for those representations
acid warranties qualified by materiality, material adverse effect, or similar qualification, true and
correct in al.I respects as of the Closing Date; and (y) for all other representations and warranties,
true and correct in all material respects as of the Closing Date; or the failure of any of the
conditions set forth in Section 5.2 to be satisfied on or before the dosing Date. IR addition,
Pluris shall promptly notify ONWASA of any Action commenced or• threatened against or
relating to the Systerns, the Systems Assets, or the consummation of the Contemplated
Transactions.
b) Material Adverse Change. Prior to the earlier of the Closing and the termination
of this Agreement, ONWASA shall promptly notify Pluris its writing of any fact, circumstance,
event or action the existence or occurrence of which (i) has had, or could reasonably be expected
to result in, individually or irr the aggregate, with or without the passage of time, a material
adverse change in the business, condition (financial or otherwise), assets or results of operations
of ONWASA, or (i i) has resulted in, or could reasonably be expected to result in, any
representation or warranty made by ONWASA hereunder not being. (x) for those representations
and warranties qualified by materiality, material adverse effect, or similar qualification, true and
correct in all respects as of the Closing Date-, and (y) for all other representations and warranties,
true and correct in all material respects as of the dosing Date; or the failure of any of the
conditions set forth in Section 5.3 to be satisfied on or before the dosing Date. In addition,
ONWASA shall promptly notify Pluris of any ,fiction commenced or, lhreatemA against or
relating to the consummation of the Contemplated Transactions.
(c) Acquisition Proposals, prior to the earlier of Closing and a termination of this
Agrmtnt, Pluris shall not, directly or indirectly, accept, sal icit, initiate or facilitate any
Acquisition Proposal relating to the Systems or discuss or negotiate with, or provide any
information to, any Person concerning a possible acquisition of the Systems Assets and Owned
Real Property (tan "Acquisition Proposal")_ If Pluris receives an Acquisition Proposal, Pluris
shall promptly provide written notice thereof to ONWASA, inform the Person making the
Acquisition Proposal that it is subject to the provisions of'this Section 4.3(d), and thereafler have
no further contact with such Person regardins the Acquisition Proposal,
4A Closing Deliverables. At Closing, and upon the terms and subject to the
conditions contained herein:
(a) Pluris Deliveries. Pluris shall deliver or cause to be delivered to ONWA SA the
following,
l
(i) a bill ofsale is the form attached as Exhibit A, executed by Pluris;
(ii) a special warranty deed in recordable form "nth respect to the Beal
Property in the form of Exhibit B attached here -to, executed by Pluris;
(iii) a certificate pursuant to Treasury Regulations Section 1.1445-2(b) that
Pluris is not a foreign person within the meaning of Section , 445 of the Code, executed by
Pluris;
(iv) an assignment and assumption a i, rcemew (the "Assumption
Agreement), in the form attached hereto as Exhibit C, with respect to all Assumed Contracts.
executed by Pluris;
(Y) a certificate, certifying= (A) as complete and accurate all requisite
rewlutions or actions of Plural Manager approving the execution and delivery of each ofthe
Transaction Documents and the consunin,ation of the COME Transactions and (13) the
incumbency and signatures ofthc Manager and any other officers of Pluris executing this
Agreement and the other Transaction Documents executed by Pluris' Manager and such other
officers;
(vi) all other assignments and other instruments as are necessary, or reasonable
rNuested be OtNWASA, to vest in ONWAS A title to the Systems Assets, executed by Plttris;
(vii) an opinion of Plttris' counsel that (a) all Transaction Documents have been
authorized, executed and deliverod be Plttris and constitute valid, binding and enforceable
obligations of Pluris, (b) Pluris has taken all corporate antion required to carry out the
Cfontempiated Transactions, (c) Pluris has obtained all regulawry approvals required to carry ota
the Contemplated Transactions as set forth in the Transaction Documents. (d) the ComtempIated
Transactions and their consummation will not violate any order, decree, lave or administrative
regulation to which Pluris is subiect, and (e) no litigation is pending or, to counsel's knowledge.
oYertly threatened in writing, that mould prcv=t Pluris from carry in- out its obligations under
the Transaction Documents; and
(viii) such oilier documents or instruments as are necessary to consuniniate the
Conternplatcd Transactions_
(b) C)NWA A Deliveries. ONWAS A shall deliver m-cause to be delivered to Pluris
the roIIC)�%.J116-
(i) the Assumption Agreement, cxccuted by ONWA k
(i i) a certificate, certif},ing: (A) as cornpl to and accurate all requisite resolutions
or actiom, of ONWAS 's Board of Directors approving the execution and delivery of each of the
Transaction Documents and the consuniniation of the C~ontemplaled Transactions and (B) the
17
mcumbency and signatures of ON WASA's Chajrmatj and outer ofticcrs of 0NWA SA executing
rhis Agreement and the other Transaction Doc umwts executed by ONWASA's Chairman and
such other officers;
(hi) a cast} payment (tale "Cash Payanent") in an aggregate amomit cf fart} -eight
nniIIion #hree hundred thousand dollars ($48,300,000.00), by wire transfer of imniediateLv
available fitnds to an account designated by Pluris in writing; and
(iv) such other documents or instruments as are necessary, or reasonably
requested by Pluris, to consummate the Contemplated Transactions,
4J Property Tax- Ail locaI property taxes on the Systems Assets shall be paid at or
before Closing by Pluris. There shall be no proration ofthe, property taxes bet►veen the parties
on a calendar year basis as nftlie Closing Bate. Such property taxes are and 511211 be the
respons i bi I ity of Pluris. lfpaid at Closing, the property taxes shall be deducted from the
considcmbon otherwise to be received by Muds for the SyFtcirts Assets under Sectioa I , I (d).
4,6 Public Announcement, After the, Ciosiri, the Parties shall prepare and issue a
joint public announcernent with respect to the Contemplated Transactions, the fom1 and content
of which shaIl be mutually apreed by the Parties,
4,7 Employee Matters. The Panties acknowledge that, following the Closing,
ONI AS agrees to interview and consider employment of the Operators in Responsible 1iarGe
of the Systerl's as well as other Pluris persotine I that ON WA SA may deem necessary -
ON NASA is under no obligation to hire such individuals, Pluris has made O iWASA aware of
those eniployees that Pluris intends to retairx, and ONWASA agrees to neither interview nor offer
employment to those Pluris employees within six rnoriths of Closing- Accordingly, Pluris shall
be solely responsible and liable for the foIlowing obligations and liabilities (collectively, the
"Empinyee Liabilities"): (a) all compensation and other amounts payable to any current or
former employee, o€'ficer, independent contractor or consultant of Pluris, including wages. hourly
pay-, cvrnmission, bons, salary, ac:CrLtcd vacation, fringe, pension and Profit sharing benefits,
severance and retention pay, reimbursement payments and any Wier employee benefits for any
period relating to service With Pluris at any time (whether prior to or after the dosing), (b) the
satisfaction ofall claims for medical, dental, life ii1surance, healtli accident or disability benefits
brought by or in respect of current cr former employees, officers, independent contractors or
constiltants of Pluris or the spouses, dependents or beneficiaries thereof(whether such claims
relate to events 0=16na on or after the dosing); and (c) al indemnity obligations owed to,
reimbursement payments payable to, and all worker's compensation claims of, ally current or
former employee, officer, independent contractor or consttItan t of Muds (whether relating to
events occurring prior to or after the dosing). Ip
4.8 gm-Closine Matters.
(a) Dal 1vcry of Systems Assets, Simultaneously with the dosing, the Parties shall
I8
execute and deliver all deeds. bills of sale, instruments of conveyance, assignments and otlicr
documents and take and do all such other actions and things as necessary, or reasonably
requested by ONWASA. to assign and transfer to ON WAS A all ofPIurisI rights, title and
interest in and to the Systems Assets, Furthermore, each Party will cooperate with the other
Party and eXecutc and deliver to the other Party such other instruments and documents and take
such other actions as may be reasonably requested from time to time by the other Patty as
necessary or advisable to carry out flit purposes of this Agrenuent and to properly transition the
Systems to ONWASA.
(b) Post -Closing Possession. ONWAS A agrees to grant to Pluris a period ofthree Q)
months post -closing to vacate the office buklding at the site of the Pluris, LLC Sneads Fen-y
Plant, during such time no rent shall be charged to Pluris. PlLid s shall be responsible for any/alI
utilities and building rnainteinance duri rig this time. This period may be. shortened at the
discretion ofPluris upon written notice to ONWASA,
(c) Mail and Records. After the Closing, Pluris shall forward and deliver to
O VVASA all mail. notices and other corrmspondence received by Pluris relating to the Systems
or the Systems Assets. Auer the Closing, during noiTnal business hours and subject to the
onfidentiality greemeat, Pluris will permit ON A's repiresenta lives to have reasonable
access to and exarnine any boobs and records cfPluds relating to the Systems that are not
delivered to ON WASA pursuant to this Agreement. Pluris agrees not to destroy any such books
and records except in accordance with applicable Law and its intenial document intention
policies.
(d) Cooperation- After the Closing, Pluris Shall cooperate %vith ON WAS as
reasonably roquested in order to facilitate the transition of the Systems to ONWAS A, To the
extent that PiUTis' rights under any Assumed Contract, or any other System Assets, may not be
assicned to ONAA without the consent of anothtr Person which has not been obtained, this
AgreemenI shall not constitute an agreement to assign the same ifan arternpted assignment
wo41ld constitute a breach thtreof or be unlawful.
4-9 Customer List. Deposits. and Payments.
(a) Custorer List- At least sixty (60) days prior to the Closing, Pluris shall provide
ONWASA with a complete and accurate list in al I mates iat respects (the "Customer List") of
the following information with respect to each Systems' customer, including all active Systerns'
accounts (col loctiveIy, the "C us to iner Infurina tion"), name; address; account number; the date
and amount of the most recent invoice issued to such customer (whether or not such invoice has
been paid); the me u reading applicable to SUCH recent itivoice; the date and amount of all other
outstanding invoices due from such customer; the most recent meter reading (and date the'rect),
and, to thz extent available, email address and phone number.
(b) Customer Deposits. Pluris shall transfer Customer Deposits held by it as of
Closing to ONWAS A- Within ten (10) business days after the Closing, Pluris shall provide to
19
ON WAS A an updated Custornor List with trspecI to each .9ystents cttstomcr as of the Closing,
and such updated Customer List shal I reflect the amount ofaII C[lstoinc r Deposits field by PIuris
as of Closing,
(c) Customer invoicing. After The Closina, ONWASA shal[ issue all invoices to
Systems customers for Systems services. Pluris shalt be entitled to all amourits dtte from
Sy ste�Ils cust(miers far Systerns services with respect to periods ending on or before the Closing
Date (collectively, the "Pluris Revenues'), ONWASA shall be entitled to a I i amounts due from
Systerns customers for Systems services Willi respect to all periods after the Closing Date
{coIlectively, the '60N �'A A Rtvcnues'T)_ With respect to any payment received from a
Systenis customer for Systems services for a period which begins on or before the Closing Date
and ends after the Closing Dato, the payment shall be prorated on a per diem basis for such
period using the pre -Closing nieter reading provided by Piuris and the post -Closing meter
read ins by Old WA SA and apportim-d between the Parties as contemplawd above in this 3eetion
4.9(c). After the CIosirtg, if a Party receives any arnoulit to lvhich the other Party is entitled
under this Section 4.9, [he rec6ving Party shall remit such amount to such other Party within
thirty �30) days of receipt.
�d) New Lines. Prior to the Closin-9, Pluris shall continue to instal I lines and facilities
in accordance with its existing standards and specifications as necessary to provide Systenns
services, comply with existing development agreements, or comply with appiicabie Laws, which
may include the installation or construction of any mains, collection Iines, pipes, lift stations; or
other facilities. PIuris will provide a quarterly update to OIL WASA describing any such new
facilities installed or constructed after the Effective Date and prior to Closing.
ARTICLE,
CONDITIONS S TO CLOSING
5, l Conditions to the Obligations of All Parties_ The obligation or eacIx Party to
consummate. the Conwmplated Transactions is subject to the fulfillment or sat isFaction, on or
prior to the Closing Date, of each ofthe fvllo%vino conditions:
{a) Government Action. No Governmental Authority (other than the Parties) shall
have issued or entered any Order or taken any other action, which has not been rescinded and
which has the effect of niakitia the Conwrnpiated Transactions illegal or otherwise restrains.
enjoins or otherwise prohibits the consum oration aF the Contemplated Transactions_
(b) Consent$_ All conscnt5, authorizations and approvals oFauy Govertimental
Authority (other than the Parties) (collectively "Regulatory Approvals") required to be obtained
before consummation of the Contemplated Transactions shall have been obtained,
5.2 Conditions to Obligation oCONWASA to Effect i obof
ONWASA to consummate the Contemplated Transactions is subject to the fulliIIrrtent or
20
satisfaction, on or prior to the Closing Date, of each of the foIIowing conditions:
(a) Representations and Warranties. All of the represent;itions and warranties of
Pluris set forth in this Agreement that are qualified as to materiality shall be true and correct and
all such representations and wananties that are not so qualified shall be true and correct in all
material respects, in each case as of the date of this Agreement and as of the Ciosing Date.
(b) Pluris Covenantz. Pluris shall have in all material respects perFonmd and
complied with the obligations and covenants required by this Agreement to be performed or
conpliW with by Pluris on or prior to the Closing bate.
�c) Closing Deliveries. Pluris shall have delivered, and duly executed where
appropriate, to ONWAS A each of the items set Forth in Section 4,4(a),
(d) Litigation. There shall not have been commenced or threatened against
N'WAA any Action by any third party (i) involving any challenge to, or seeking damages or
odier relief in connection with, Pluris' ability to perform any of the Contemplated TransaeticrLs
oi- (ii) that may have the effect of pmveating, delaying, making illegal, imposing limitations or
conditions on or otlierwise interfering with Pluris' ability+ to perform any of the Contemplated
Transactions-
(e) Releases. Pluris shall have obtained releases of, or shall otheiw.ise have made
provision satisfactory to the ONWA A for the release of, all Encumbrances upon the Sy Sterns
Assets other than Permitted Encumbrances.
(f) Third Party Consents. All consents, authorizations and approvals of any third
party required to be obtained before consuinmation of the Contemplated Transactions (including
those consents and approvals Iisted in Sections 2 .3 and 3,3) shalI have been obtained.
(g) ReventLe bonds have keen issued by QNWA A to secure the payment of the Cash
Payment_
(h) Mated a[ Adverse Change. There shall not have occurred any material adverse
change (or any event or events that, individually or in the aggregate, with cir without the passage
of time, could reasonably be expected to result in a material adverse change) in the business,
condition (financial or otherwiw), assets or results of operations ofIlie Systems, taken as a
whole.
The foregoing conditions = for the sole benefit of ONWA A and may be waived by
DAIAA, in whole or in part, at any time in the sole discretion of ONAA.
5.3 CondiLipns to Obligation of Pluris to Effect the Closing- The obligation of Pluris
to consummate the Contemplated Transactions is subject to the fulWImeat or satisfaction, on or
prior to the Closing Dane, of each of the following conditions:
2i
(a) Representations and Warranties, All of the representations and warranties of
Oi WA A set north in this Agreement that are qualiW as to materiality sliall be trLie and oarrect
and all Stich repre=itations and warranties that are not iw qualified shall be true and correct in
all material respects. in each case as of the date 0f this Agreement and as ofthe Closing Tate,
(b) ONWASA Covenants. Q iWASA shall have in all iaterial respects performed
and complied with the obligations and covenants required by this Agreement to Lwe perforined or
complied with by ONWA SA on or prior to the Closing Date,
(c) Closing Deliveries, ON WASA slialI have delivered, and duly executed where
appropriate, to Phtiris each of the items set forth to Section 4.4(b).
(d) Litigation, There shall not have been commenced or threatened against Pluris any
Action by any third party (i) involving any challenge to, or seeking damages or other relief in
connection with, ONWAS A 7 s ability to perform any ofthe Contemplated Transactions ot• (ii)
that may have the effect or preventing, delaying. making illegal, imposing limitations or
conditions oa or otherwise interfering with ONWA A's ability to perform any of the
Contemplated Transaetiorts_
(e) Third Party Consents_ All consents, authorizations and Regulatory Approvals
listed in Section 2.3 shall have been obtainod -
(f) ON WASA shall have paid the Cash Payment to Pluris.
The foregoiag conditions arc. for fit the sale beneof Plnris and inay be waived by Plnris,
in whole or is pan, at any tinie in the sole discretion of PIUri s.
ARTICLE 6
TERMINATION
6.1 "Termination, This Agreement may be terminated at any time prior to the Closing:
(a) By the mutual written consent of ONWASA and Plnris;
(b) By ONWA A or Plnris, by written notice to the other party, if any Qovrmmcnial
Authority (other than ON WAS A) shall have issued or entered any Order or taken any other
action, which has the effect of making the Contemplated Transactions illegal or otlerwise
Nrinanently restrains, enjoins ar otherwise prohibits the Contemplated Transactions;
(c) By Pturis, by written notice to ONWASA, ifONWAS A shall have breached in
any material respect any of its representations, warranties, covenants or agreements contained is
this Agreement. and such breach has not been cured by ONWAS A within ten (10) days after its
receipt ofwritten notice ofsuch breach from Plnris;
2
(d) By ONWA A by written notice to Fluris if Pluris shall have breached in any
material respect any of its representations, warranties, covenants or agreemeas contained in this
Agreement, and such breach has not been cured by Pluris within ten (10) days after its receipt of
written notice of such breach from ONWASA;
(e) By ONWAS , by written notice to Pluris, ifONNVASA is not satisfied v4rith its
due diligence investigation of the Systems Assets, the Asstimi-M Liabilities and the, business,
condition (financial or otherwise), assets and results of opi,,rations of the ystenis; or
(0 Subject to Section 1.2. by ONWASA or Pluris, by written notice to the other
Party, in the event the Closing has not taken place by the Closing Deadline.,
6,2 Effect o F Terrnination. Upon the termination of this Agreement in accordance
with Section 6.1, the Parties shall have rio further liability or obligation under this Agreentent
except (a) that no such termination shall relieve any Party finm liability for any material breach
of this Agreement by such Party prior to such termination and (b) that the obligations and
liabilities arising under this Section 6.2 and any obligation expressly provided to survive a
termination of this Agreement shall remain in full force and survive such termination of this
Agreement. Further, the two hundred thousand dollar (S200,000.00) Deposit paid on the signing
of the Memorandum of Intent shall be repaid to ONWASA by Pluris iF the termination %&w due
to, the failure to approve the transaction by the Local Government Commission, or the inabfIity
of ON WA SA to issue revenue bonds or otherwise, obtain Financing to secure the Cash Payment,
in the event of a termination under any other circnimstance, Pluris shall retain the Deposit.
ARTICLE 7
[RESFrz't EDl
ARTICLE 8
MISCELLANEOUS
8. L Expenses. Except as otherwise expressly provided in this Anreetnient, each Party_ shall
bear its expenses incurred in connection with the preparation and perfermame of the Transaction
Documents and the Contemplated Transactions.
8-2 Notices_ All notices, consents, waivers and other cornTnunCfiations hinder this
Agreement roust be in writing and will be deemed to have been duty delivered and received (a)
when dehvertd personally (deemed received on receipt or refusal of delivery) or (b) one business
day after being sent by a nationally recognized overnight delivery Service (charges prepaid), in
each case to the appropride physical addresses sot forth below (or to such other Physical
addresses as a Party may designate by notice in writing to the other Parties):
3
If to ONWAS : Onslow Watcr and Sever Authority
223 Clew-getown Rd.
Jacksonvi [ I e, Nutth Carolina 29340
Attn: Chief Executive OFfticer
with copy to:
(which copy shall next
Constitute notice)
If to Pluris:
with copy to:
(which copy shall not
constitute notice)
Kitchen Law, PLL
502 Main St. Ext-, Unit I 10
wansbnro, NC 28554
Maurice W. Gallarda, PE
Manager
Pluris
5950 Berkshire Lane
Suite 800
Dallas, `F`X 75225
Daniel C. Higgins
Emily D. Iversan
Burns, Day & Presneli, PA
Suite 550
2626 lenwood Avenue
Raleigh, NC 27608
.3 Entire A-.=rnent. Amondrnents and Waivers. This Agreement constitutes the
entire agrocment and supersedes all prior agreements and understandings, both written and oral,
among the Parties with respect to the subject matter hereof This Asreenxent may be amended
only by a written instru€nent signed by at Parties expressly stating that such instrument is
intended to amend this Agreement, A Party's faiiLire or delay in exercising anv right, power 01
Privilege under this Agreement or the other Transaction Documents will not operate as a waiver
of sur:h right. power car privilege, and no single or partial a erCi9e of any such right, power or
privilege will preclude any other or further exercise of such right, power or privilege or the
exorcise of any other right, pov rer or privilege, A waiver by any Party of anY term or condition
of this Agreerneut in any one instance shalI not be deemed or construed to be a waiver of such
terr-n or condition its any other instance in the future (whether similar or dissimilar) or of any
subsequent breach hereof.
8-4 Time of Essence. Each Party agrees that, with regard to all dates and time periods
set forth or referred to in this Agreement, time is of the essence.
-5 Assi,nments. Binding Nature and No Third Party Rights. Neither this Agreement
nor any of the rights, liabi lities or obligations hereunder may be assigned or delegated by either
Party without the prior written consent of the other ['arty; provided, however, than (i) after the
Closing, ONWASA may assign this Agi went, and any or all of its rights, liabilities and
4
obligations inkier this Agreement. without the prior written consent of Pluris; and 00 Pluris may
=ion this Agreement without the prior written cvnscnt of ONWASA as part of See(ion 1031
like -kind exchange under the Code under the terms set forth in this Section_ if l luris elects to sell
the Real Property by means of a Section 103 l like -kind exchange, Gl's`ASA shall cooperate
Willi PludS in effecting that 103 l exchange; provided, ho%wver, that such 1031 exchange shall
not: (i) delay the Closing; (ii) change the consideratiori otherwise to be paid for the Real PMperty
or the Systems Assets under this Agreernenl; (iii) expose ON WASA to any obligation, liability,
or cost whatsoever (including, without ltrnitation, any responsibility or IiabiIity+ of an} kind for
the fai lure of such exchange to be consummated or to qualify for tax -deferred status under any
Federal or State law or rule and any damage calculated or related in any fashion to Pluris' lost tax
benefits), (iv) require ON WSA to hold title to any property; or (v) relieve Pluris of any of its
aareements or other obligations under this Agreement_ This Agreement shall be binding upon.
inure to the benefit of and be enforceable by the Parties and their respectiv� successors and
permitted assigns. No such assignment shall release the assigning Pany from any liability or
obligation under this Agreement without the prior written consent of the other Party. Any such
assignment made in breach ofthis Section S.5 will be void and cf no Forte or effect_ Nothing
expressed or reforred to in this Agreement will be construed to give any Person other than the
Parties any legal or egLlitable right, remedy or clad m under or With respect to this Agreement.
This Agreement and al I of its terins and conditions are for the sole and exclusive benefit of the
Parties and their successors and permitted assigns.
8_6 SeverabiliI , If any provision of this Agreement is held invalid or unenForceable
by any court of competent jurisdiction, the other provisions of this Agreement will remain in Full
force and effect. Any provision of this Agreement held invalid or unenforceable only in part or
degree wiII remain in full force and effect to the extent riot held -invalid or unenforceable.
8.7 Governing Law. This Agreement and all matters arising out afor in connection
with this Agreement and its Exhibits and Scliedules (whether arising in contract. tort, equity or
otherwise), including the construction and interpretation thereof:, shall be governed by the Lays
of the State of Forth Caro[ina (including its statutes of limitations) without regard to conflicts of`
laws principles,
8.S Electronic Signature, This Agreement may be executed in two or mare
counterparts, each of which will be deemed to be an original copy of this Agreement and all of
which, when takers together, will be deemed to constitute one and the saine. agreement. This
Agreement may be executed by one or more Facsimile signatures, or signatures transmitted by
other electronic means (including via a -mail in a .pdf copy). The Parties agree that any
st-nature, whether it be electronic, digital or a .pdf copy of a manual signature, is intended to
authenticate this Agreement and shall have the same effect as a manual or original signature.
8-9 Construction and Interpretation_ The headings of Sections and Articles in this
Agreement are provided for conveniernce only and -,%,1H not affect its construction or
interpretation. All references to a "Section" or "Article" refer to the corTesponding Section or
Article of this Agreement, except as otherwise expressly set forth in this Agreement. The Parties
5
have participated jointly in the negotiation and drafting of Ihis Agreeinent. if all alil�7l�Ltlty or
question of intent or interpretation arisrs, this Agreement shall be construed as i f drafted jointly
by the Parties. and no presumption or burden o f proof shall arise favoring or disfavoring any
Party by virtue ofthe authorship of any of the provisions of this Agrcernent. Ill this Agrec[nent
unless a clear contrary intention appears: (a) reference to any agreement or iristrument means
such agreement or instrument 9s aniended or modified and in effect from time to tune in
accordance with the terms thereof, (b) "hen, tinder," "be reof." "hereto" and words of similar
import shall be deemed references to this AWesnent as a whole and not to any particuIar Articte,
Seetiork or other provision thereof, (c) "including" (and with correlative rneaning -`include")
meads including without Iirrtitin8 the generality of any description precedirig such terns, and (d)
the terns "dollars" and'T' mean United States Dollars. Neither the specification ofany amount
nor the incIusion of any specific item or matter in any provision of this Agreement or in any
Schedule or Exhibit is intended to imply that such amount, or higher or lower amount, or such
item or matter, is or is not material, No remedy confemT l herein upon or reserved to a Party is
intended to be exclusive and every such remedy shall br cumulative and slfall be in addition to
every other remedy given hereunder or now or lies-eafter existing at law or equity.
8,10 Schedules and Exhibits. The Schedules and Exhibits identified in this Agreement
are incorporated herein by reference and made a part hereof. Any fact or stern which is disclosed
on any Schedule shall be deemed disclosed on each other Schedule to the extent that its
reIevancc or applicability to information ca]W for by stitch other Schedule is reasonably apparent
in the disclosure on the face cf such first Schedule, notwithstanding the omission of a reference
or cross-reference to such. The disclosures made in any Schedule will be deemed disclosed for
purposes of the Section or 5ubSection of this Agreement that corresponds in number to the
relevant Section or subsection of such SclieduIe a,nd, except as expressly set forth in stitch
Schedule or as provided in the preceding sentence, will not be deemed or construed as a
disclosure cr exception With respect to any Other provision of this Agreement . NIQ disd0sure In
the Schedules relating to any possible breach or violation of any agreement or Law shall be
construed as an admission or indication that army such breach or violation exists or has actually
aecurtcd- [n the, event of any inconsistency between the statements in the body of this
Agrccnicrit and those in any Schedule (other than ark exception expressly set forth as such in a
Schedule), the statements in the body of this Agreement wiII control,
8.11 Dispute Resolution, Any dispute involving this Agreement shall be determined
by the appropriate division of the GeneraI Court of Justice in (),,slow County, North Carolina,
S. 1.2. Conflicting Terms- To the extent the -provisions ofthis Agreement conflict with
Ike terms of that "Memorandian of laren(' dated February- 16, 2023 executed by the Parties, the
prov i sio ns ofthis Agreement shaII control.
8,13- Surviving Obligations. Any obligations which are expressly provided to survIVe
the C.losing (including Articles 2 and 3) or any prow ision which by its nature and rffect must be
observed, kept, or performed after the Closing (including Article 8) shall survive the Clusing and
shall remain bind irt&r upon and for the benefit of the PaLlies until fully observed, kept, or
FP
performed in accordance with its terms.
5.14- Definitions- For all purposes of this Agreenicnt, except as otherwise expressly
provided or unless the context clearly requir-.s otherwise'.
�Actiou" means any claim, demand, action, cause of action, lawsuit, litigation, arbitration,
inquiry, notice ofviolation, audit; proceeding, sunimarrs, subpoena or investigation of any kind
or nature, whcthev at law or in Nuity and wliether civil, criminal, adin i n istnati ve, regulatory or
Otherwise.
"Agreeinent7 means this Systems Purchase Agreement, together with the Exhibits and the
Schedules attached hereto, as amended from time to time.
"Assumed Contracts" mewls Elie contracts listed on Schedule 1.1(a,)�vi),
"Assumption Agrecment" has the meaning set forth in Section 4-4(a){ii),
"Cash Payntient" has the meaning set forth in Section 4-4(b)(iii).
`:dosing'' refers to the elosin oP the Contemplated Transactiens-
"Closing Date" has the ntcaniiq set forth in Section L2.
"Cade" incans the lntemal IZevertue Code of 19 fi, as amended,
"Contemplated Transactions" means all the transaction! coatemplated by this Agreement and the
otlzerTransaction Dom ments-
"Custornp-r Deposits" means all deposits received by Piuris from Systems customers with respect
to the Systems services.
"Customer [reformation" has Elie meaning set forth in Section 4,9(a).
"Customer List" has the meaning set forth in Section 4,9(a).
"Easements" means all casements, rights of way, rights, privileges and appurtenances, including
proofs ofdedication, in which PIuris has any right, title or interest and which are used or meld
solely for use by Pluds in connection with the SYSterns.
"Effective Date" has the meaning set forth in the Prcarnble.
"Employee Liabilities" has the ineaning set forth in Section 4.7
"Encumbrances" means any and all liens, charges. security interests, options, claims, mortgages,
7
pledges, prOxits. voting trusts 0 ragreements, obligations, covenants, ease inents, Set-vitJeS,
rights of way, encroachnicnts, understandings or arrangements or other restrictions on title or
transfer of any nature ►vhatsocvz:,•,
"Envirmi mental Taint" means any Action, including any enforcement matter, investigation or
notice (written or oral), by any Person alleging actual or potential I iabiIity for non-compliance,
i 11 vestigato ry, cleanup or governmental response casts, or natural resources or property damages,
or personal igjwies, attorney's fees or penalties reiatit to (a) the presences release. or threatened
release ofany Hazardous Materials at any Owned Rea property location, (b) circutizstances
f'orining the basis of any violation of any Envirennientai Law by Pluris, or (c) the release or
threatened release of any Hazardous Materials by Muds.
"Environmental Lave" means each and every Law relating to poIlutioil, protection or preservation
of human health, human safety or the environment including ambient air, surface water, ground
water, land surface or subsurface strata, and natural resources, and including each law and
ir-giilation L)E!Iatirig to emissions, discharges, releases or threatened releases of Hazardous
Wterials, or Other ise relating to the manufacturing, processin ,distribution, use, treatment,
generation, storage, containment (whether above ground or underground), disposal, transpell or
dandling of Hazardous Materials, or the preservation of the erivironrnent or mitigation of adverse
effects thereon and each Lave with regard to, without limitation, comp]iance, record keeping.
notification, disclosure and repostirtg requirements respecting Hazardous Materials.
" 1~inancial S ratetneuts" has the meaning set forth in Section 2.4.
"Go vern mental Authority" means any federal, state, or local government, or any court,
govenime€ W division cr department, administrative agency or commission or othev
governmental or quasi -governmental authority or instrumentality of any stature. domestic or
foreign or any arbitral tribunal.
"°Hazardous Materials" means chemicals; P0114itartts; contaminants; wastes; toxic or hazardous
substances (inciuding substances listed as hazardous under the United States C'ornprehensivc
Environmental Response, Compensation and Liability Act (CERC'LA), the Resources
Conservation Ruccvery Act (RCR ), and the North Carolina Inactive Hazardous Substances
Act), materials and wastes; petroleum and petroleum products; asbestos and asbestos -containing
materials; polychlorinated biphenyls; lead and lead -based paints and materials; and radon_
"Lagoon" means the real property owned by Pluris located at Highway �.
"Law" means any applicable Federal, state, Iocal, municipal, or other constitution, law,
ordinance, principle of con3rnou law, code, regulation, rule, order or statute as amended,
modified, codified, replaced or reenacted, in whole cr in part, and in effect froth time to tinic,
including rules and regulations promulgated thereunder.
"Losses" means all damages, liabilities, obligations. deficiencies, Actions, judgments, interest.
28
awards, penallies, fines. costs and ether losses and expenses of eveq kind and nature, including
rcawnable attorneys' fees; but excluding ,punitive, indirect, exemplary, and consequential
damages.
"O WA A" has the rneaning set forth in the Preamble,
` ONWASA Revenues" has the meaning set forth in Section 4.9(c),
'-ONWAS A's Knowledge" means the actual knowledge ofONW SA's C hief£xecutive Officer
"Order" nieans any order, injunction., judg=tit, decree, ruling. assessment or arbitration award
0fany Cicveminental Authority or arbitrator.
"Ordinary Course of Business" means, with respect to any action of Pluris, that such action is
taken Ili the ordinary course of normal, day-to-day operations of Pluris and is consistent witli
Pluris' past Practices.
"Other Contracts" has the meaning sot forth in Article 9
"Owned Deal Property7' has the meaning set forth in Section 2 .9(b).
"Patty" or "Parties", has the mearLing set forth in the Preamble.
"Permits" rncans all permits, licenses, <"onsents. approvals, authorizations, Certificates,
registrations, variances and si4nilar rights obtained, or required to be obtaitied, from
Governmental Authorities.
`Permitted Encunibmacc�," means any ecluipmerit, software, or other leases assurned by
ON ASA under the Ass omption Agreement. Encumbrances for ad v.alorern Taxes Fcr the then
current year, and all matters of record as of the Effective Date. Deeds of Trust and financing
agrccnlents, if any, sliail nal be "permitted encttrrrbrances". if Paid off at Cicising,Deeds of Trust
and/or financing agreements shal I be deducted from the consideration otherwise to be teceived
by Pluris For the Systern�; Assets under Sertion 1,1(d).
":person", means a natural person, partnership, corporation, Iunited liability Corn pany, business
trust. joint stcH lk company, trust, uninem-porated association. joint venture, Governmental
Authority or other entity or organization.
"Pluris Revenues" Ilas the rncaning sex forth in Section 4.9(c)-
"Pluris' KilawlM- ggc" and the "Knowledcre of Pluris" mean the actual knowledgc a (1) with
respect to Pluris, LLC, Dwight Peter n; and (h) with respect to Pluris Webb Creek, LLC;,
William Andre%vs.
29
"Po] if:ies" has the meaning sex faith in Seedorx 2,14,
"Systems Assets" has the meaning set Forth in Section 1.1(a).
"Real Property" has the meanir set forth in Section 2.9(a)(i)-
"Required Easements" means ill easements, rights of way, rig [its. privileges and appurtenances,
including proofs ofdedication, solely used in connection with the Systems operation and
required by Pluris in order to use and operate the Systems Assets in the manner in which the
Systems Assets are currently being used and operated,
Schedules" means the Schedules attached to this Agreement,
"State" means the State of forth Carolina.
"Tax'° or "Taxes" means all taxes_ charges, kcs, dutiesr levies. penalties or other aiw!sslnents
imposed by any federal, state, or local Govcnunental Authority, including income, gross
receipts, excise, property, sales, gain, use, license, custom dtity, unernp[oyrnent, transfer,
franchise, payroll, withholding, social security, ininirnum estimated, profit, gift, severance; Iraiue
added, disability, prcmium. recapture, credit, occupation, service, leasing, employmeilt, stamp
and other taxes, acid shall incltidc interest, penalties or additions attributable thereto or
attributable to any failure to comply with any requirement regarding Tax Returns -
"Tax Return" mearis any return, declaration, report, chin-, i-br refund, or infoimation return or
statement relating to Taxes, including any such document prepared on a consolidated, combined
or unitary basis and also including any schedule or attachment thereto, and including, any
arnendment thereof;
"Transaction Dowment" means this Agreement; the certificates, agreements. instrurnentS and
documents delivered by a Party pursuant to Section 4.4 and all other certificates, acrveenients,
instrurnenta and documents executed and delivered by a Party in a,ccoi-dance with this
Agreement,
[The reinaindei• of this page is blank- Siguature page follows.]
)D
fN WJTNESS I-M ERE %Oc Ads Igned have exec aalA6 deli verod Its
Agreement asofthe f|i GIB D«
PLU21S:
MuR& SLR
2l+rt§ Cato hu EinRedIEh|it m paiiv
By Its man
m i Y War ELF
a Tcynsfi ii it | Iiabi @
B)§ wv',-�
imJjr t|| : R- rice a| Ian 4% M ay a r
Mui Weh5Ceek,LLC,
allo2h Carolina limieldliability company
B Its Mann
m aiisA visors, LLB
a'd iied|iNl
Sy2 VvW-V� .
NmR�[| C, ?w(aUrjCC lard,Ma w 2
31
ONWA,SA:
Onslow Wrater and Sewer Authority,
an authority organized under the North Carolina
Water and Sever Author' 'es Act
By-
�chael R e Be tt
Chairman
32
This iustruamt has been preaudited in the rnaaner required by the Loml Gowmm=t Bud -et
and Fiscal ControI Act. and is contingent upon the Local o;Trnment Commission approval of
revenue band issuance.
EXHIM A
BILL OF SAGE FORM
BILL OF SALE
THIS BELL OF SALE, is made this clay of , 2023,
by PLURIS, LL , a North Carolina limited IiabiIity company, and PLURIS WEBB CREEK, LLC,
a Forth Carolina limited liability canVany (coliectively, "Seller") to ONSLOW WATER AND
SEWER AUTHORITY ("Buyer." )
WnNESSETH:
That Seller, for the consideration, set forth irL, and as contemplated by, that ",S stenis
Purchase Agreement' dated , 2023 (the "Sy'stenis Purchase Agreement"), the
rt�:eipt and sufficiency of which is hereby acknowledged, has bargained and sold and by these
presews doth bargain, sell and convey in `'as -is" where -is" condition without warranty or
representation unto the Buyer, Buyer's heirs, successors in interest, and/or assigns, certain articles
of personal property, more particularly described as follows,
(i) All sewer lift station equupment, booster pump station equipment, and all trunk.,
collection and other pipes, drains and lines used or held for use by Seller in connection with the
Systerrrs as set forth on Schedule 1.I (a)(ii) attached;
(ii) The equipment, inachinery, furniture, computer hardwan� and software and related
peripheral equipment and other tangible personal property set forth on Schedule 1.1(a)(iii)
attached; and
(iii) All supplies. toots, raw mater-iais, parts, wart: i« process and inventories used or held
for use by Seller in connection with the Systems as set forth on Schedule 1,1(a)�iv) attached_
Buyer to have and to hold .said personal property in fee simple. Seller hereby covenants
that it is seized of said property in fee and has the right to convey they sarne in fee simple, that the
same is free and clear of al l encumbrances whatsoever, and that Seller will warrant and defend the
title thereto against the lawful claims ofail persons whoniso•ever.
Buyer hereby av, r ,vledges that Buyer accepts the property in "as -is" `where -is'° condition
and understands that all sales are final and that all monies paid or to be paid are "non-refundable."
Except as otherwise stated in this Sill of Sale, the capitalized teens used in this B i I l of We
shall have the same meanings for those teams as defined in the Systerns Purchase Agreement. The
provisions of Article, S of the Systems purchase Agreement are incorporated into this Sill of Sale
by this reference. Each party will execute and deliver all additional docurnents and do all other
acts as may be reasonably necessary to carry out the provisions and intent of this Bill of Sale.
Nothing in this Bill of Salt shall be deemed or construed to constitute or create a partnership,
association, joint venture, or agency bd ween the parties.
ITV TE TIMONY WHE REOF, the parties hereto set their hands and seals orn the date first
above written.
ELI1ER:
PLIIRIS, I,I, , a hlolth Carolina limited liability cornparty
By Its Manager. Plums, Advisors,1.LC, a Texas limited stability company
By:
Maurice Gallarda, Manager
PLUMS WEBS CREEK, LLC, a North Carolina Iiraited liability company
By Its Manager. Pluris Advisors, LLC, a Texas limited liability company
By -
BUYER:
Maurice Gallarda, Manager
ONSLOW WATER AND SEVER AUTHORITY
By.
Michael R. Bennett, Ohah art of the Board
STATE OF COUNTY OF
I, the undersigned Notary Public of the County or City of and State aforesaid,
certify that: MAURI E CALLARDA, Manager of Pltuis Advisors, LLC, a Texas limited liability
compatly, Manager of Pluris, LLC, a North Carolina limited liability company, and Pluris Webb
Creek, LLC, a Ncor Carolina limited liability company, by authority duly given and as the act and
deed of the foregoing entities, signs this Bill of Sale for the purposes herein indicated.
Witness my hand and Notarial stamp or seal, this i day of �23.
[OFFICIAL SEAL]
Notary Public Signature
Printed Name
y commission expires:
STATE OF COUNTY OF
1, the undersigned Notary Public of the Q)uaty or City of and State aforesaid,
certify that: Michael R. Bennett, C;hairinan of the Board of Onslow Water and Scwer Awhority,
a North Carolina limited liability company, by authority duly given and as the act and deed of the
foregoing Broiled liability company, signs this Bill of Sale for the purposes herein indicated_
Witness my hand and Notarial stamp or seal, this i day of . , 2023.
[OFFICIAL GAS.]
Notary PublicSi-nature
Printed Name
Any commission expires.
EXHIBIT $
DEED FORM
NORTH CAROLINA SPECIAL WARRANTY DEED
Excise Tax:
Parcel Identifier No. Verified by County on the _ day of . 20i
By-,
Mai VBox to, Rirw Sc Blackburn, PLLC, 115 Triton Lane, Surf City, NC 28445
This instrument was prepared b�Rizzv & Blackburn, FLLG, I IS Triton Lane, Surf City, NC 29445
Brief description for rho Index;
THIS DEED made this i day of 2023 , by and between
GRANTOR
FLURTS, LLC, a North CaFc&a limited liability company
5950 Berkshire Lane, Suite 900
Dallas, TX 75225
GRANTEE
ONLOW WATER AND SEWER AUTHORITY
223 Georgetown Road
Jacksonville, NC 29540
Enter in appropriate black For each Grantor and Grantee: name, mailing address, and, if appropriate, character of ead ly, e.g.
corpomdon or partnership -
The designation Gran= and Grantee as used herein shall inciude said parties, their heirs, and assigns, and shall include singular,
plural, msscuIine, fenv nine or neuter as required by cautexr,
WITNESSE TH, that the Grantor, fofi a valuable consi deration paid by the Grantee, the receipt of which is hereby acknowledged, has and by
these presents does grant, bargain, sell and convey unro the Gra ntee in fee simple., al I that certain lot. parcel of land or condominium uniE
Situated in [he City of Township, Onslow County,
North Carolina and mart particularly de jibed as follows:
SEE EXHIBIT A-,A,TTACHED HERETO
The properry herei nabove described was acquired by Cnantor by instnlrnent recorded in Book page
AD or a portion of the property herein conveyed _.includes or _2L does not include the primary residence of s Grantor -
A map showing the above described property is recorded in Flat Book page --
Page l of 2
NC B a: AA9 6adon Form No. b $§ 111fI010. ?013 This maadud form hxs heeM approved by
Ptiered by AgEe=n( vAEh the NC Bar Association North Carolina 13a: Assma[ibo — NC Bar Fo=No. 6
TO HAVE AND TO HOLD the aforesaid lot orpareel of land and all privileges and appurtenances
thereto belonging to the Grantee in fee simple,
And the Grantor covenants with the Grantee, that Grantor has done nothing to impair such title as
Grantor received, and Grantor will watTant and defend the title against the lawful claims of all
persons claiming b, under or through Grantor, other than the Following exceptions:
W Ad valorem taxes for 2024 and subsequent years, if any.
All easements, rights -of -way, restrictive covenants, and other matters of -record.
IN WITNESS WHEREOF, the Grantor has duly executed the foregoing as of the day ai3d year
first above written,
GRA NTOR-
PLURI: , LLC, a North Carolina limited liability company
By Its Manager. Pluris Advisors, LLC, a Texas Iirnitedliability company
STATE OF
Maurice Oallarda, Manager
COUNTY OF
I, the undersigned Notary Public of the County or City of and Mate aforesaid,
certify that. MAURI E GALLARDA, Manager of Pluris Ad visors, LLC, a Texas limited liability
company, Manager of Pluris, LLC, a North Carolina limited liability company, by authority duly
given and as the act and deed of the foregoing entities, signs the foregoing instrument for the
purposes therein indicated. Witness my hand and Notarial stamp or seal, this day of , 2023.
tOI'FICIAL SEAL]
Notary Public Signature
Printed Marne
My commission expires;
EXHIBIT &
LEGAL DESCRIPTIONS ATTACHED
FOR THE FOLLOWING PARCEL NO\
Parcel I D — 029761— PfN — 42 790340 7219 — 109 3 NC N W Y 210
Parcel ID — 15 5 73 3 — PIN — 425 ! 01 — O m ico Dr
rcd !D —1583 99 — PIN — 431 7004906456 — Pe ggy% Trace
rcd ID — 159 909—PIN — 42 68 02666625— D eepb5IDrive
Pa and !D — I 6 88 — PIN — 42 880119 8359 — 539 W hit 1 Way
CHARLES F. RIGGS & ASSOCIATES, INC.
Charles F. Riggs, P_L_S_ L-2991
James A. Lewis, P,L, - 1,4562, S.C.9.27741
Kenneth E_ Johmwn, P.L,S_ L-4425
Corporate License (C-M)
Land Surveyors
502 NEW BRIDGE STREET
P_O.BGx 1570
JA,C SONVILLE, NORTH CAROLINA
TELEPHONE: (910) 455-0877
FACSIMJLE= (910) 455-9033
E-MAIL- ril . land bizec.incom
ONWAS
415.470 Acre Tract on N_C_ Highway 210
Deed Book 3289, Page 133
nslow County Tax ID 9 029761
Stump Sound Township, Onslow County, North Carolina
1wilmi"rn ofrkv
101 Scws Hill Loop Roar)
28541 V I[Mffl m,N_C. M I I
(910)681-7444
Commencing at an existing Parker Kalon nail in the centerline intersection of the asphalt ofN,C_ Highway 172
and N,C. Highway+ 2I0, thence leaving said intersection South 25 degrees 17 rninutes 25 seconds East 1,787.72
feet to an existing magnetic nail in the centerline of N.C. Highway 210, said existing magnetic nail lying South
lb degrees 16 minutes 40 seconds West 212.57 feet from TACOS Monument "Site" having coordinates of North
= 293,225,236' and East = 2,472,077.495', thence from the above described existing magnetic nail in said
centerl ine South 85 degrees 43 minutes 15 seconds East 75 ,02 feet tc, an existing concrete monurnent in the eastern
right-of-way line of N.C. Highway 2.10, thence along said eastern right -of way line South 05 degrees 47 rninrltes
25 seconds West 156.15 feet to an existing iron pipe in said eastern right-cf-way line and having coordinates of
North = 292,855.119' and last = 2,472,098,627', thence along the eastern right-of-way line of N.C. Highway
10 South 05 degrees 47 minutes 25 seconds West 1,645,85 feet to a point in the eastern right-of-way Iine ofN. .
Highway 2.10 and being the southwest corner of Topsail Landing, LLC as recorded in Deed Book 4099, Page 91
and as shown on Map Book 67, Page 94 cT the Onslow County Regis" and being THE TRUE POINT OF
BECiNN1N : thence from the above described true point of beginning and leaving said eastern right-of-way
line and along the southern and eastern I ine of TopsaiI Landing, LLC the following courses and distances: South
84 degees 09 minutes 11 seconds East 613.22 feet, North 82 degrees 08 minutes 25 seconds last 338.73 feet,
South 50 degrees 25 minutes 50 seconds East 1,066.59 feet, North 05 degrees 01 minutes 39 seconds East 860,21
feet, North 09 degrees 20 minutes 23 seconds West 525.72 feet and North 07 degrees 57 minutes 35 seconds East
1,037.12 feet to a point, thence North 87 degrees 43 minutes 18 seconds East 96.22 feet to an existing iron pipe,
thence North 87 degrees 41 minutes 28 seconds East 590.72 feet to a nonrnonumented point, thence North 88
degrees 1 I minutes 16 seconds East 276,30 Feet to an existing iron rod, thence North 82 degrees 48 minutes 35
seconds East 350.03 feet to are existing iron rod, thence South 68 degrees 27 minutes 16 seconds East 664.57 feet
to an ex isting iron rod, thence South 49 degrees 28 minutes 15 seconds East 328.84 feet to a point in the centerline
of School House Branch, thence along the centerline of School House Branch the following courses and distances,
South 2.6 degrees 00 minutes 48 seconds East 76.83 feet, South 55 degrees 12 minutes 21 seconds East 303,04
feet, South 16 degrees 14 minutes 19 seconds East 213.18 feet, South 15 degrees 21 minutes 28 seconds East
451,55 feet, South 25 degrees 39 minutes 54 seconds East 101,31 feet, South 48 degrees 55 minutes 33 seconds
East 166.93 feet, South 44 degrees 01 minutes 03 seconds East 335.02 feet, South 19 degrees 16 minutes 49
seconds East 89,04 feet, South 43 degrees 08 minutes 52, seconds East 194.28 feet, South 62 degrees 53 minutes
44 seconds East 204,46 feet and South 80 degrees 49 minutes 27 seconds East 228.70 feet to a point in the
centerline intetsec:tion of School House Branch and Permeta Branch, therxce leaving said School House Branch
and aIOng the centerline of Permeta Branch the following courses and distances; South 01 degrees 26 minutes 49
seconds East 157.94 feet, South 16 degrees 49 minutes 40 seconds West 272.10 for,-( South 20 degrees 34 minutes
12 seconds West 212,30 feet, South 06 degrees 50 minutes 21 seconds Est 203.66 feet, South 05 degrees 13
m1nEiteS 07 seconds West l 18,30 feet, South 03 degrees 10 minutes 50 seconds Test I78,30 feet, Soitth 18 degrees
10 minutes 28 seconds West 104.87 feet, South 52 degrees 00 minutes 50 seconds West 118,87 feet, South 78
degrees 53 minutes 57 seconds West 179.91 feet, South 72 degrees 33 minutes 19 seconds West 297.22 feet,
South 68 degrees 18 rninutes 08 seconds West 93,52 feet, South 44 degrees 50 minutes 40 seconds West 89.35
feet, South 34 degrees 21 minutes 03 seconds West 245,17 feet, South 40 degrees 49 minutes 22 seconds West
190_16 feet, South 77 degrees 20 minutes 04 seconds West 80.57 feet, North 88 degrees 27 minutes 05 seconds
Vest 122,93 feet, South fig degrees 33 minutes 45 seconds West 134.54 feet, South 55 degrees 30 minutes 21
seconds West 15.38 feet, South 32, degrees 56 minutes 00 seconds West 84.39 feet, South 16 degrees 54 minutes
58 seconds West 18.97 feet, South 22 degrees 45 minutes 37 seconds West 153.27 feet, South 84 degrees 30
minutes 44 seconds West 112.38 feet and South 45 degrees 14 minutes 14 seconds West 1116 3 feet to a point in
the centerline intersection of Permeta Branch and the Robbins Bridge Branch, thence leaving said Permeta Branch
and along the centerline of Robbins Bridge Branch the following courses and distances. South 08 degrees 2.3
minutes 45 seconds West 88,75 feet, South 47 degrees 27 minutes 43 seconds West I70J feet, South 13 degrees
42 minutes 44 seconds West I64.66 feet, South 31 degrees 16 minutes 44 seconds West 153,23 feet, South 48
degrees 58 minutes 14 seconds West 57. 0 feet, South 12 degrees 48 minutes 36 seconds East 258.75 feet, SoEtth
57 degrees 16 minutes 53 seconds West 105,32 feet, South 33 degrees 23 minutes 43 seconds West 99.87 feet,
South 06 degrees 28 minutes 44 seconds West 136,14 feet, South 53 degrees 20 minutes 16 seconds East 56.77
feet, South 71 degrees 26 minutes 44 seconds West 109.56 feet, South 33 degrees 30 minutes 44 seconds West
117,51 feet, forth 72 degrees 05 minutes 17 seconds West 55,74 feet and South 73 degrees 53 minutes 43 seconds
West 9 0.6 5 feet to a point in the centerline intersection ofRobb ins Bridge Branch and Mill Swamp, thence leaving
said Robbins Bridge Branch and along the centerline of Mill Swamp the following courses and distances: South
85 degrees 04 minutes 44 seconds West 74.89 feet, North 38 degrees 45 minutes 18 seconds West 52.72 feet,
North 13 degrees 38 minutes 43 seconds East 217.06 feet, South 77 degrees 27 minutes 43 seconds West 23 1.8 7
feet, North 35 degrees 42 minutes 17 ,seconds West 123.02 feet, North 63 degrees 56 minutes 16 seconds W,st
13 3 - 76 feet, North 39 degrees 07 minutes 17 seconds West 98,84 feet, North 85 degrees 01 minutes 16 seconds
West 159,33 feet, Noilh. 64 degrees 31 minutes 17 seconds West 92.16 feet, North 23 degrees 50 minutes I
seconds '4West 114.72 feet, North 54 degrees 11 minutes 16 seconds West 146,66 feet, North l degrees 13 minutes
17 seconds West 235,88 feet, Forth 66 degrees 07 minutes 16 seconds West 57.71 feet, North 19 degrees 24
minutes 16 seconds West 121.71 feet, North 29 degrees 49 minutes 17 seconds West 169,06 feet, hlorth 77 degrees
57 minutes 14 seconds West 84,27 feet, North 85 degrees 31 minutes 18 seconds West 151.91 feet, North 37
degrees 34 minutes 14 seconds West 66.70 feet, North I4 degrees 37 minutes 17 seconds West 175.70 feet, North
44 degrees 43 minutes 17 seconds West 150.78 feet, North 75 degrees 28 minutes 17 seconds West 95.22 feet,
North 64 degrees 32 minutes 16 seconds Nest 13 0,8 4 feet, North 47 degrees 40 minutes 16 secoridt West 90.23
feet, North 05 degrees 14 minutes 17 seconds West 142.10 feet, forth 55 degrees 44 minutes 16 seconds West
73,44 feet, North 43 degrees 53 rninutes 17 seconds West 24 .85 feet, Forth 58 degrees 01 minutes 17 seconds
West 118.68 feet, North 17 degrees 24 minutes 16 seconds West 97,04 feet, North 51 degrees 09 minutes 16
seconds West 229,87 feet, North 68 degrees 28 minutes 17 seconds West 91.19 feet, Forth 45 degrees 26 minutes
16 seconds West 149.54 feet, forth 79 degrees 04 minutes 1 seconds West 157.78, North 45 degrees 13 minutes
I8 seconds West 64.69 feet, North 75 degrees 21 minutes 21 seconds West 71.72 feet, North 75 degrees 21
minutes 21 seconds West 49.07 feet, North 76 degrees 38 rninutes 15 seconds West 90,83 feet and North 73
degrees 47 minutes 08 seconds West 64.51 feet to a point in the intersection of the centerline of Mill Swamp and
the eastern right-of-way line of N.C. Highway 210, tlience leaving the centerline of Mill Swamp and along the
eastern right -of --way line of N.C. Highway 210 North 05 degrees 47 minutes 2 5 seconds East 1,45I.42 feet to a
point in said eastern right-of-way Iine and being the point and place of beginning and containing 415.470 acres
as partially surveyed on April I8, 2013 and calculated from a composite of deeds and Wraps on August 2, 2023
by Charles Francis Diggs, PIS. L-2981 and being a portion of the property as described in Deed Book 3289,
Page 133 of the Onslow County registry. The courses contained within are correct in angular relationship and
are referenced to NAD83(2011)-
Charles Francis Riggs, P.L.S- L-2981
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H R .ES F. RIGGS $& ASSOCIATES, INC,
Land Surveyors
Charles F. Riggs. P.L_S. L-2981
Corporate Lioemm (C-730)
!arcs A_ L&wjs, P_L_5_ L-4562
502 N" Bridge Street
Jacksonviilc, Nord) Caroling 28540
502 New Bridge Sweet
P.C_ Box 1570
Landfall Executive Suites
(910) 455-0977
Jacksorivi He, Torch Caro lirra 2854 t
1213 Culbmlh Drjvc
wiimington, Tart$ Carol ina 78405
charlcsriggs@riggsiandaic.com
(910) 455 0877
(910) 681-7444
www_riggsiandrtc,com
jarnesiewis@riggsl;IrLdnc.com
OI` WASA
Pump Station
Deed Boole 4444, Page 729
Onslow Courity ParceI ID # 155733
Stump Sound Township, 0nslow County, North Carolina
ornmeneing at the southeast corner of Lot 19 1, Phase V, The Village of FoIkstone as recorded in Map Buck fig,
Page 142 of the Onslow County Registry and located on the northern right-of-way line of Pam] ico Drive (50'
R11 — Public) and being THE TRUE POINT OF BEGINN rNG. thence froin the above described true point of
beginning and having said right -of way I ine and along the eastern property lines of Lot 191 North 02 degrees 07
minutes 27 seconds East 55.98 feet and North 15 degrees 00 minutes 20 seconds East 156.33 feet to a point and
being the northeastern Corner of Lot 191, thence Ieaving said northeastern corner and along the line of Baehr as
recorded in Deed Book 2517, Page 370 North 80 degrees 36 minutes 35 seconds East 50.73 feet to a point in
Turkey Creek and in the Iine of Ottaway as recorded in Deed Book 1753, Page 994, thence along Turkey Creek
and the lute o(Ottaway the following courses and distances: South 15 degrees 19 minutes 55 seconds East 86.$0
feet, South 53 degrees 41 minutes 43 seconds East 69.37 feet. SOLith 30 degrees 51 m inutes 49 seconds East T55
;Feet and South 06 degrees 51 minutes 46 seconds East 13,76 feet to a point in said Turkey Creels and in the line
of Ottaway and being the northeastern corner of Lot 190, Phase V, The Village ofFoIkstorie as rerarded in Map
Book 76, Wage 1 cf the Onslow County Registry, thence leaving said Turkey Creek and the line of0ttaway and
aivrxg the northern Iine of Lot 190 South 5 6 degmes 04 minutes 57 seconds Unrest 165.50 feet to a point in the
northern right-of-way line of Parnhoo Drive and being the northwestern corer of Lot 190, thence leaving said
northwestern corner and along the northern right -of way line of Pamlico Drive along a curve to the left having an
arc length of 47.09 feet and a radius of 5 0, 00 feet and a chord bearing and distance of North 60 degrees 53 rninutes
45.37 feet to a point in said northern right-oif=way line and being the southeastern corner of Lot 191 and being the
point and place of beginning and containing 0.540 acres as calculated by Charles Francis Riggs, P,L,S. L- 981
from a composite cf deeds and reaps and not from an actual field survey and being al l the property as described
in Deed Boole 4444, Page 72.9 as Pump Station on Map Book 69, Page 142 of the Onslc W County Registry. The
courses contained within are correct in angular relationship and are referenced to Map Book 69, Page 142 of the
Onslow County Registry.
Charles Francis Diggs, P.L.S. L- 981
CHARLES F. FJGGS & ASSOCIATES, INC.
Land Surveyors
Charles F. Rks, P.L-S. L-2981
Corpomtc License (C-730)
James A. Lewis, P,I._S_ 1A562
502 New Bridge Street
502 New Bridge Street
Landfall ]Gxennlive Suites
Jacksonville, Nortlt Carolina 28540
P_O_ Box 1570
1213 Culbreth Drive
(910) 455- 877
Jacksonville, Forth Caralina 28541
Wilmington, North Carolina 28445
chmrlesrigpZ Qriggslandna.com
(910) 455-0977
(M) 461-7444
www,rlggslandnc.com
james[ewi5@dggslandnc.com
ONWASA
Pump Station
Deed Book 4444, Page 79
Onslow County Parcel ID * 155733
Stump Sound Township, Onslow County, North Carolina
Cornmencing at the southeast corner of Lot 191, Phase V, The V i I lage of Folkstone as recorded in Map Book 69,
Page 142 of the Onslow County Registry and located on the northern right-of-way line of Pamlico Drive (50'
Rl — Public) and being THE TRUE POINT OF BEGINNING. thence from the above described true point of
beginning and leaving said right -of - ay line and along the eastern property lines of Lot 191 North 02 degrees 07
minutes 27 seconds East 55.98 feet and North 15 degrees 00 minutes 20 seconds East 156.33 feet to a point and
being the northeastern corner of Lot 191, thence leaving said northeastern corner and along the line of Baelir as
recorded in Deed Book 2517, Page 370 North 80 degrees 36 rninutes 35 seconds East 50.73 feet to a point in
Turkey Creek and in the line of 0ttaway as recorded in Deed Book 1753, page 994, thence along Turkey Creek
and the line of Otta ay the following courses and distances. South 15 degrees I9 minutes 55 seconds East $6.80
f6et, South 53 degrees 41 m inutes 43 seconds East 69.37 feet, South 30 degrees 51 minutes 49 seconds East 7.55
feet and South 06 degrees 51 minutes 46 seconds Fast 13.76 feet to a point in said Turkey Creek and in the line
of Ottawa} and being the northeastern corner of Lot 190, Phase V, The Village of Foikstone as recorded in Map
Book 76, Page I of the Onslow County Registry, thence leaving said Turkey Creek and the line ofOttaway and
along the northern line of Lot 190 South 56 degrees 04 minutes 57 seconds West 165.50 feet to a point in the
northern right-of-way line of Pamlico Drive and being tht north eaterm comer of )rvt 190, thence leaving said
northwestern corner and along the northern right-of-way fine of Pamlico Drive along a curve to the left having an
arc longth of47.09 feet and a radius of50.00 feet and a chord bearing and distance ofNorth 60 degrees 53 minutes
4 5.3 7 feet to a point in said northern right-of-way lint and beirlg the southeastern corner of Lot 191 and being the
point and place of beginning and containing 0.540 acres as calculated by Charles Francis Biggs, P.L.S. L-2981
from a composite of deeds and maps and riot from an actual field survey and being all the property as described
in Deed Book 4444, Page 729 as Pump Station on Map Book 69, Page 142 of the On slow County Registry. The
courses contained within are correct in angular relationship and arr, references] to ivlap Book 69, Page 142 of the
Onslow Count} Registry.
Charles Francis Riggs, P.L.S. L-2981
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Land Surveyors
Charles F_ Riggs, RL.S. L-298I
Corporate License (C-734)
lames A. Lewis, P.L.S. L-4562
502 New Bridge Street
502 New Bridga Stmet
Landfall Exeeutiy+ Sskites
lacksonvilie, North Carolina 29540
P.{]_ Box 1570
12I3 Culbrudi Drive
(910) 455-0877
Jacksonvitie, North Carolina 2854I
WiImingio% Nurth Carolina 28405
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jamesJewis@riggslandne.com
ONWASA
Lift Station Site
Deed Book 4302, Page 23
Onslow Ccunty Parcel ID 4 15 8399
Stump Sound Township, Onslaw County, North Carolina
Corn mencing at the western corner of Lot 16, Phase One, Peggy 's Cove at Southbridge as recorded in Map Book
61, Page 12.3 and located on the eastern right-of-way lute of Ptggy's Trace (RfW Varies — Private) and being
THE TRUE PANT OF BEGINN IN , thence from the above described true point of beginning and leaving said
wutheast corner and along tilt said eastern right-of-way line along a curve to the right having an arc length of
4 9.32 feet and a radius of 575.00 feet and a chord bearing and distance ofNorth 32 degrees 09 rninutes 51 seconds
West 49.30 feet to a point of curvature, thence leaving said point of curvature along a curve to the left having an
arc length of 49.32 feet and radius of 623.00 feet and a chord bearing and distance of North 31 degrees 5 9 minutes
27 seconds Wf st 49.81 feet to a point in said eastern right-of-way line, thence leaving said eastern right-of-way
line North 55 degrees 43 minutes 32 seconds East 95_36 feet to a point in the Common Area of Peggy`s Cove at
Southbridge as recorded in Map Boole 67, Page 34 of the Onslow Courity registry, thence along said Common
Area lino South 37 degrees 40 minutes 03 seconds East 9$_57 feet to a point and being the northern corner of Lot
16, thence along the line of Lot 16 South 55 degrees 22 minutes 44 seconds West 105.00 feet to a point in the
eastern right-of-way line of Peggy's Trace and being the western corner of Lot 16 and being the: point and place
of beginning and containing 0.23 acres as calcuIated by Charles Fraricis Riggs, P.L.S. L-2981 from a composite
of deeds and maps and not from an actual field Survey and being all the property as described in Deed Bcok4302,
Page 23 as Lift Station Site on Map Book 67, Page 34 of the Onslow Count} R-gistry. The courses contained
within are correct in angular relationship and are referenced to Map Book 67, Page 34 of the Onslow County
]registry.
Charles Francis Diggs, P.L.S_ L-2981
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CHARLES F. RIGGS & ASSOCIATES, INC.
Land Surveyors
Charles F_ Riggs, P.L.S. L-2991
Corporate Liccnse (C-730)
.hones A. Lewis, P.L.S. L-4562
502 New Bridge Street
502 New Bridge Street
l.andfa] l FAiwulivv Suites
JaeUonville, North Carolina 28540
P_O_ Box 1570
1213 Cullveth DriYe
(910) 455-0977
char1esrigps&1ggs1andnc_oom
Jacksonville, Nord, Carolina 29541
WilmingtorL, Npelk Caro liFla 23405
(910) 455-0877
(910) 691-7444
www,riggslandnc_com
jamcslcwim&�gplandnc_com
ONWASA
Sewer Lift Station Site
Deed Book 52I, Page 512
Or'slow County Parcel ID # 159909
Stump Sound Township, Ons low County, Forth Carolina
Commencing at the northwestern corner of Lot 133, Section 1, Bridgeport as recorded in Map Book 71, Page 72
and located on the eastern right-of-way line of N.C.S.R. 2279 { 0' RfW — public) and being THE TRUE PO
OF BEGINNING: thence from the above described true point of beginning and leaving said northwest corner
and along the said eastern right-of-way Iine North 07 degrees 35 minutes 17 seconds West 50.00 feet to a point
in said eastern right-of-way line and being the southeasternmost corner of the Common Area, Seetiorl If -A,
Bridgeport as recorded in Map Book 7, Page 239, thence leaving said eastern right-of-way line and along the
southern line of the Common Area Forth 82 degrees 24 minutes 43 seconds East 45.00 feet to a point, thence
along the western Iine ofthe Common Area South 07 degrees 35 minutes 17 seconds East 5 0. 00 feet to a point in
tht northern line of Lot 133, thence along said northern line South 82 degrees 24 minutes 43 seconds West 45,00
feet to a point in the eastern right-of-way line of N.C.S.R. 2279 and being the point and place of beginning and
containing 0.05I acres as calculated by Charles Francis Riggs, P.L.S. L- 981 from a composite of deeds and
maps and not from an actual Field survey and being all the property as described in Doed Book 521, page 512
as Sewer Lift Station Site on Map Boots 71, Page 72 of the Onslow County Registry, The courses contained
withirl are correct in angular relationship and are referenced to Map Book 71, Page 72 of the Ons low County
Registry,
Charles Francis Riggs, P.L.S. L-2981
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Land Surveyors
Charles F. Riggs, P.L.S- L-248 i
Corporate Limise (C-734)
James A_ LetiviS, P.L_S- JA 562
502 Ncw Bridge Street
502 Ncw Bridge Street
Landfall txecuuve Suites
JaAsonvillc, North Carolina 28540
t'_o_ [pox 1570
1213 Cuibretli Drive
(410) 455 H77
Jacksonville, Nortli Carolina 29541
Wilmington, Norih Carolina 28405
chaflesri"$@riggslandnc.com
(910) 455-0977
(914} a 1-7444
wwwAggslaridne,coin
jaint-'SlCwiS@FiggsJandnc.com
ON WASA
Sewer Pump Station
Deed Boole 5885, Page 169
Otis Io County Parcel ID 9 1706 89
Stump Sound Township, Onslow County, North Carolina
Commencing at the northwestern corner of Lot 27, The Shores Phase One at Windpointe aS recorded in Map
Boots 81, Page 37 and iocated on the eastern right-of-way line of White Shoal Way (60' R/W — Public), thence
along said eastern right-of-way line along a curve to the right havitig an arc length of 3 5.7 8 feet and a radius of
460.00 feet and a chord hearing and chord of North 48 degrees 18 minutes 35 seconds East 35,77 feet to a point
of reverse curvature, thence along a curve to the left having an are Iength of 17.54 feet and a radius of4 0,00 feet
and a chord bearing and chord of North48 degrees 01 minutes 17 seconds East 17-54 feet to a point in said eastern
right-of-way and being T14E TRUE POTNT OF BEG i f1 : thence from the above described true, point of
beginning and leaving said eastern right-of-way line and along the line of the Common Area, The Shores Phase
One, At Wirldpointe South 58 degrees 59 minutes 12 seconds East 50.00 feet to a Point, South 31 degrees 00
minutes 48 seconds West 50.00 feet to a point and North 58 degrees 59 minutes 12 seconds Vest 56 37 feet to a
point In the eastern right-of=way line of White Shoal Way, thence along said eastern right-of-way line along a
curve to the right having an arc length of 50.53 feet and a radius of 200.00 feet and chord bearing and chord of
Forth 38 degrees 16 m inutes 10 seconds East 50.40 feet to a point in said eastern right -of way l ine and being the
point and place of beginning and containing 0.062 acres as calculated by Charles Francis Riggs, P.L.S. L-2.981
from a composite of deeds and maps and not from an actual field survey and being all the property as described
in Deed Book 5885, gage 169 as Sewer Pump Station on Map Book 81, Page 37 of the Onslow County Registry.
The courses contained within are correct in anguIar relationship and are referenced to Map Book 81, Page 37 of
the Otis Iow coority registry.
Charles Francis Riggs, P-LS. L-2981
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NORTH CAROLI A SPECIAL WARRANTY DEED
Excise Tax:
Parcel Idend icr Na_ VeriFted by Goaimy on the day of , 2t}
fay:
maillBox to, Rim & Blackburn, PLLC, 115 Triton Lane, Surf City, NC 28445
This inistnuneat was prepared b)Riva & Biackeburn, PL.LC, 115 Triton Larne, Surf Cit , NC 28445
Brief dmription for the Index:
IRIS [DEED nude [his _ day of _ , 2023 , byaud between
PLURIS WEBS CREEK, LJ-Q a North Carol ina I irn iced
liability company
5950 Berkshire Lane, Suite 900
Dallas, TX 75225
ONSLOW WATER AND SEWER AUTHOU Y
229 Georgetown Road
Jacksonville, NC 28540
Eater in appropriate block far each Grantor and Grantee, aemc, mailing address, and, if appropriare, character of entity, e.g.
corporation or partnership.
The des ignatioa 'Grantor and Grantee as used herein shail include said parties. dteirMrs, successors. and assigns, and shall include singalar,
Plural, masculine, feminine or neuter as required by context_
Wrl' ESS>~TH, that the Grantor. for a valuable cons! deradon plaid by the Cara ntee, the receipt of which is hereby aclmowledW, has and by
Chase presents does grant, bargain, sell and convey unto the Grantee in foe sirnpie, all €hat certain lot. pared of land or coadotninium unit
sintated in the City of , _ 'rowaship, Onslow County.
North Carolina and mre particularly described as follows;
SEE EXHIBIT A - ATTACHED HERETO
The property hereinabove described was acquired by Grantor by luslarument recorded in Book _ page All or a portion of the property herein can veye4 _ ine Indcs or X does not include the pr! Mary residence of a Grantor_
A map showing the abo ve described property is ierorded in Plat BooL page
Par 1 of!
NC Bar Association Form No. 6 -9) U1M— 10. 2�O E 3 This standard Farm has bceo appntivad by
Printed by Agaewnt with the NC Bar Assadelion Nanh Carolina Bar Assods6on —NC 13ar FormNc� 6
TO HAVE AND TO HOLD the aforesaid lot or parcel of land and al privileges and appurtenances
thereto belonging to the Grantee in fee simple.
And the Grantor covenants with the Grantee, that Grantor has done nothing to iinpair such title as
Grantor received, and Grantor will warrant and defend the title against the lawful claims of all
persons clairnirig by, under or through Grantor, other than the following exceptions:
Ad valorem taxes for 2024 and subsequent years if any -
All easernents, rights -of -way, restrictive: covenants, and other matters of record.
rm wiTNESS WHEREOF, the Grantor has duly executed the foregoing as of the day and year
first above written.
GRANTOR:
PUURIS WEBS CREEK, , LLC, a Not -Ili Carolina Iirnited liability company
By Its Manager: PIuris Advisors, LLC, a Texas limited habiI ity company
By:
STATE OF
Maurice OaIlarda, Manager
COUNTY OF
1, the undersigned Notary Public of the County or City of and State aforesaid,
certify that. MAUL]CE GALLARDA, Manager of P I u r is Advisors, LLC, a Texas limited IiabiIity
company, Manager of Pluris Webb Creek, LLC, a Forth Carolina limited liability company, by
authority duly given and as the act and deed of the forego ing entities, s igns the fo regoing i ristrumen t
for the purposes therein indicated. Witness my hand and Notarial stamp or seal, this: day of
2023.
[OFFICIAL SEAL]
Notary Public Signature
Printed Name
y commission expires:
STATE OF NORTH CAROUNA
UTILITIES COMMISSION
RALIEI H
DOCKET NO. W-18, SUB 20
BEFORE THE NORTH CAROLINA UTILITIES COMM(SSION
In the Matter of
Application by Pluris, LL , for Transfer of }
ORDER APPROVING TRANSFER
the Wastewater Treatment Plant and
TO OWNER EXEMPT FROM
Wastewater Utility Systems Serving Various }
REGULATION. CANCELING
Subdivisions in Onslow County, North
Carolina, to the Onstow Water and Sewer }
FRANCHISES, AND REQUIRING
Authority, Owner Exempt from Regulation
CUSTOMER !NOTICE
BY THE COMMISSION. On June 26, 0 3, Pluris, LL (Pluris or pplicant), fried
an application with the North Darolina Utilities C ommission (Commission) for authority to
transfer its wastewater treatment plant and wastewater system assets providing
wastewater utility service in its service areas in Onslow County to the Onslow Water and
Sewer Authority (0NWASA). ONWASA is exempt from Com miss! on regulation pursuant
to N.O. Geri. Stat. § 6 -3( )(d). Pluris curren#fy provides wastewater utility service to
approximately 7,000 customers in its service areas. ONWA A provides water utility
service to this service area. Pursuant to the terms of the transfer, Applicant will transfer
a1I cfApplicant's customers to ONWASA.
On July 24, 2023, the Commission issued its Order Requiring Customer Notice,
specifying that the matter be determined w1thout public hearing if no significant protests
are received subsequent to customer notice_
On August 7, 2023, the Applicant filed the Certificate of Service, properly signed
and notarized, which stated that the !Notice to Customers had been mailed with sufficient
postage or hand delivered to all affected customers. Two customer protests have been
received by the Public Staff — North Carolina Utilities Commission (Public Staff}. One
customer opposed the rate increase, and one customer requested additional information
concerning the nature of a municipality serving as the utility provider.
Pluris Holdings, LLD, is the corporate parent of the Applicant as well as Pluris
Hampstead, LL T which operates a wastewater utility system in Pender County, North
Carolina and other wastewater utility systems operating outside of North Carolina.
The Applicant, Pluris Webb Greek, LL . Pluds. Hampstead LL , and other related
utility systems share certain corporate costs. The allocation of corporate oasts will
continue after the transfer to 0NWASA by Applicant.
The Applicant and the Public Staff filed a fetter on August 21, 2028, providing the
terms of an agreement they have reached regarding allocation of shared costs in an effort
to avoid significant adverse impacts on rates charged to customers of Pluris Hampstead,
LLC, in the future as a result of the transfer to ON A A,
This matter was presented at the Commission's Regular Staff Conference on
August 28, 2023. The Public Staff stated that it had reviewed the application and
recommends that the Commission approve the transfer of the wastewater utility system
from Pluris to O WA A without public hearing since sig n ificapt protests were not received
after customer notice_
Based upon the verified application, the recommendation of the Public -Staff, and
the records of the Commission, the Commission makes the following:
FINDINGS OF FACT
1. On August 9, 2023, the Applicant filed a fully executed System Purchase
Agreement for the Purchase and Sale of Assets (Agreement}. Pursuant to the terms 01
the Agreement. ONAA agreed to purchase the "System Assets" of the Applicant and
Pluris Webb Creek, LLC described in the Agreement for $37.5 million and 11 million,
respectively, a total of $48.5 million. Pluris' present net investment in the assets being
transferred is approximately $2.296 million.
. The present rates for PluCis were approved in Dacket Nos. 1 -1282, Sub 11,
and -100. Bub 138, by the Com miss ion's Order Approving Tairiff Revision and Requiring
ustorner Noboe and have been in effect since January 1, 2017. Pluris' and 0NWA A's
present monthly wastewater rates are as follows.
Pluris Manthly Wastewater Rates.,
Residential Flat Rate $58.08
Non-residential Metered Rates:
Base Charge, zero usage $28.27
Usage Charge, per 1,000 gallons $ 9.02
ON A A Monthly Residential & Non-residential Wastewater Rates:
Base Charge, zero usage
< 1 " meter $28.08
1" meter $70_39
11/2" meter $140.42
2" meter $224M
3„ meter $448.30
4m meter $699.28
Usage, per 1,000 gallons $7,97
2
. Under ONIAA's current rates, the average monthly residential
wastewater bill for Pluris' customers would increase from $58.08 (flat rate) to $59.96,
(metered), rased an estimated usage of 4,000 gallons per month_ Existing Pluris
customers would not be required to Ray a connection fee to ON WASA.
4_ Under ONWA A's current rates, the average monthly metered non-
residential wastewater dill for Pluris' customers would decrease from 64.35 to $59.9 .
based on estimated usage of 4,000 gallons per month for <1" meter size customer.
5. Pursuant to the terms of the Agreement. any Pluris' customer deposits will
be transferred to ONWA A_
6, The Pluris wastewater plant is are advanced state of the art membrane
bio-reactor treatment plant between four and ten years old, Since it has keen in service,
the North Carolina Department of Environmental Quality has issued one Notice of
Violation to Phiris for a limit a ceedance violation that occurred on May 31, 2021.
NOV-2021-LV-0596 was issued on August 11, 2021, when flow through the North Topsail
wastewater treatment plant exceeded the specified monthly average arrtount. No other
violations have been identified. ONWASA will continue operating the present system.
There are no major plant replacements }Manned for the immediate future.
7. The proposed transfer is in the public interest and should be approved
under IV,_._ 6-11 1
S_ In consideration of the circumstances presented, an exception to the
Commission's policy of assigning 160% of the gain on sale to water and wastewater utility
company shareholders is not warranted in this proceeding. Accordingfy, the gain on sale
of the System shall be assigned 100% to Applicant's shareholders.
CONCLUSIONS
Based on the foregairig and the recommendations of the Public Staff'. the
Commission concludes that the transfer of ownership of the wastewater system from
Pluris to ONWA A should be approved, that the franchises should be canceled upon
receipt of notification that the transfer is complete, and customer notice should be
required_
IT IS, THEREFORE, ORDERED as folJows-
I. That Pluris, LL , is hereby authorized to transfer its wastewater treatment
plant and wastewater system assets serving its service area in Onslow County, North
Carolina to Onslow Water and Sewer Authority, which is exempt from Commission
regulation;
_ That Piuris, LLC shall provide written notification to the G ommission within
ten days after Onslow Water and Severer Authority assumes responsibility for providing
wastewater utility service in the affected service area;
. That the Certificates of Public Convenience and Necessity to provide
wastewater service granted to PJuris, LLC in Docket No, VV-1 282, Subs G. 1, 3, 5, and 1
far its service areas in Onslow County, North Carolina is hereby canceled upon receipt of
written notification to the Commission that Onslow Water and Sewer Authority has
assumed responsibility for providing wastewater utility service in the affected service
area:
4, That the Commission approves the agreement entered into between the
Applicant and Public Staff on August 21, 2023, to protect Pluris Hampstead, LL
customers from being significantly impacted by the transfer,
. That 100% of the gain on sale of the wastewater treatment plant and
wastewater system assets owned by Pluris, LL , that serve its service area in Onslow
County shall be assigned to Pluris, LL's shareholders; and
6. That a copy of this Order shall be railed with sufficient postage or hand
delivered by Pluris, LL , to all its customers in the service area not later than 15 days
after the date of this Order and that Pluris, LL, shall submit to the Commission the
attached Certificate of Service properly signed and notarized not later than 30 days after
the date of this Order,
[SSUED BY ORDER OF THE COMMISSION.
This the 28th day of August, 2023.
II0IT-111i111 IIIdI*111WO7T,fIll6Y�1DOI
+ .
Tamika D_ Conyers, Deputy Clerk
4
CERTIFICATE OF SERVICE
1, , mailed with sufficient
postage or hand delivered to all affected customers the attached Order issued by the
North Carolina Utilities Commission in Docket No. W-1282, Sub 20, and the Order was
mailed or hand delivered by the date specified in the Order,
This the day of 2023,
Ey.
Egnature
Name of Utility Company
The above named Applicant. _
personally appeared before me this day and, being first duly sworn, says that the required
Order was mailed or hand delivered to all affected customers, as required by the
Commission Order dated in Docket No.
1 -1282, 3 ub 20.
Witness my hand and notarial seal, this the day of ,
2023,
(SEAL) My CommIssion Expires;
Notary Public
Printed Name
Date