WQCS00230_Owner (Name Change)_20231019

4
1-4
ONWASA
onwasa.com
228 Georgetown Rd
Jacksonville, NC 28540
North Carolina Department of Environmental Quality
Division of Water Resources
Water Quality Permitting Section — PERCS Unit
1617 Mail Service Center
Raleigh, North Carolina 27699-1636
Re: Request for Sewer System Permit Ownership Change
Webb Creek Collection System, WQCS00230
Onslow County, North Carolina
DWR Permitting Staff:
RECEIVED
OCT 19 2023
NCDEQ/DWR/NPDES
October 13, 2023
Please find enclosed a completed Sewer System Permit Name/Ownership Change Form
(PNOCF 01-16) and supporting documentation for the above -referenced collection system.
It has been confirmed with DWR staff (Andrew Girgis) that the current permit for this
collection system expired in 2021 and a renewal application not submitted for consideration.
While ONWASA does not have an issue with renewing the existing permit at this time, we would
also ask consideration for simply including this collection system within ONWASA's existing
Collection System permit (WQCS00249); a copy of the current version of that permit is included
with this request.
Based on our current schedule to obtain final approvals and secure the necessary funding,
we anticipate closing on the sale of the plant and associated collection system on November 9,
2023, and assuming operation immediately. As noted on the form, there will be no change in the
waste stream or collection system configuration with this change in ownership.
Please feel free to reach out to me directly at [phone] or dmohr(aD-onwasa.com if
you have any questions or concerns over this request.
Sincerely,
`/C-14r��
l
David M. Mohr, PE
Chief Operations Officer
Onslow Water and Sewer Authority
Cc: Franky J. Howard, Chief Executive Officer
Seth Brown, Treatment Facilities Administrator
Encl. Signed Systems Purchase Agreement
NCPUC Order Approving Transfer
Existing Webb Creek Permit (WQCS00230)
Existing ONWASA Permit (WQCS00249)

State of North Carolina
Division of Water Resources
Department of Environmental Quality
Division of Water Resources
SEWER SYSTEM PERMIT OWNERSHIP/NAME CHANGE
INSTRUCTIONS FOR FORM: PNOCF 01-16
This form is for ownership changes or name changes of a sewer system permit. Please note that "Permittee" references the
existing permit holder, and that "Applicant" references the entity applying for the ownership/name change.
Sewer permits start with a WQ or WQCS and contain the terms sewer extension or collection system in the subject field. This
form should not be used for permits with NC, NCG, SW or other types of non -sewer permits beginning with WQ.
For more information, visit the Division's Water Quality Permitting's tirebsite:
A. Sewer System Permit Ownership/Name Change (FORM: PNOCF 01-16) Application (All Applications):
® Submit an original completed and appropriately executed application (PNOCF 01-16).
® The Existing Permittee's Certification shall be signed in accordance with 15A NCAC 02T .0106(b). Per 15A NCAC 02T
.0106(c), an alternate person may be designated as the signing official if a delegation letter is provided from a person who
meets the criteria in I5A NCAC 02T .0106(b).
® The Applicant's Certification shall be signed in accordance with 15A NCAC 02T .0106(b). Per 15A NCAC 02T .0106(c), an
alternate person may be designated as the signing official if a delegation letter is provided from a person who meets the criteria
in 15A NCAC 02T .0I06(b).
B. Existing Permit (All Applications):
® Submit a copy of the most recently issued permit and certification.
C. Property Ownership Documentation (All Applications):
The Applicant shall demonstrate they are the owner of all property containing the sewer system facilities:
❑ Legal documentation of ownership (i.e., GIS, deed, article of incorporation, or contract), or
® Written notarized intent to purchase agreement signed by both parties with a plat or survey map, or
❑ Approved board minutes
D. Certificate of Public Convenience and Necessity (All Applications where the Applicant is a Privately -Owned Public Utility):
❑ Per 15A NCAC 02T .01 15(a)(I ), provide one copy of the Certificate of Public 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 (Applications where the Applicant is a Home/Property Owners' Association or Developer of lots to be
sold):
Home/Property Owners' Associations
❑ Per 15A NCAC 02T .01 15(c), submit an original properly executed Operational Agreement (FORM: HOA).
❑ Per 15A NCAC 02T .01 15(c), submit an original proposed or approved Articles of Incorporation, Declarations and By-
laws that contain the language required by the Operational Agreement.
Developers of lots to be sold
❑ Per 15A NCAC 02T .0115(b), submit an original of the properly executed Operational Agreement (FORM: DEV).
F. Package Submitted in Duplicate
® Submit a copy of all required documents in Instructions A-E as required
THE COMPLETED APPLICATION AND SUPPORTING DOCUMENTATION SHALL BE SUBMITTED IN DUPLICATE
TO:
NCDEQ - DWR
Water Quality Permitting Section
PERCS Unit
By U.S. Postal Service: By Courier/Special Delivery:
1617 MAIL SERVICE CENTER 512 N. SALISBURY ST.
RALEIGH, NORTH CAROLINA 27699-1636 SUITE 925
RALEIGH, NORTH CAROLINA 27604
TELEPHONE NUMBER: [phone]
INSTRUCTIONS FOR APPLICATION PNOCF 0 1- 16 Page I of I

DWR
Division of Water Resources
1. EXISTING PE'RMITTEE INFORMATION:
State of North Carolina
Department of Environmental Quality
Division of Water Resources
SEWER SYSTEM PERMIT OWNERSHIP/NAME CHANGE
INSTRUCTIONS FOR FORM: PNOCF 01-16
1. Permittee's name: Pluris Webb Creek, LLC
2. Signature authority's name: Maurice W. Gallarda, PE per 15A NCAC 02T .0106(b)
3. Signature authority's title: Managing Member
4. Permittee's mailing address: 5920 Berkshire Lane, Suite 800
City: Dallas State: TX Zip: 75225-
5. Permittee's contact information: Phone number: 214) 220-3412 Fax Number (_) --_
Email Address: m alma &plurisusa.com
If. APPLICANT INFORMATION:
1. Applicant's name: Onslow Water and Sewer Authority (ON WASH)
2. Signature authority's name: David M. Mohr, PE per 15A NCAC 02T .0106(b)
3. Signature authority's title: Chief Operations Officer
4. Applicant's mailing address: 228 Georgetown Road
City: Jacksonville State: NC Zip: 28540-
5. Applicant's contact information
6. Representative's name: N/A
7. Representative's title: N/A
8. Representative's contact information
111. PERMIT INFORMATION:
Phone number: [phone] Fax Number (_) -------
Email Address: dmohrla,onwasa.com
Phone number:(--) _-_ Fax Number (_) _-_
Email Address: ---
1. Existing permit number: WOCS00230 and most recent issuance date: May I, 2013
2. Reason for the permit application: Change of Ownership If other, attach detailed explanation
3. Has the facility been constructed? ® Yes or ❑ No
4. Has the facility been certified per 15A NCAC 02T .01 16? ® Yes or ❑ No
FORM: PNOCF 0 1- 16 Page 1 of 2

IV. CERTIFICATIONS:
Existing Perntittee's Certification per 15A NCAC 02T.0106(b):
I, Maurice Gallarda, PE, Managing Member attest that this application
(Signature Authority's name & title from Application Item 1.2 & 3)
has been reviewed by me and is accurate and complete to the best of my knowledge. i understand that prior to reissuance of the permit
into the Applicant's name, 1 will continue to be responsible for compliance with the current permit and any discharge of wastewater
from this system to surface waters or the land may result in an enforcement action that may include civil penalties, injunctive relief,
and/or criminal prosecution. I will also make no claim against the Division of Water Resources should a condition of the existing permit
be violated. I also understand that if all required parts of this application are note completed and that if all required supporting
information and attachments are not included, this application will be returned to me as incomplete.
NOTE — In accordanci with General Statutes 143-215.6A and 143-215.613, any person who knowingly makes any false statement,
representation, or certification in an pligQt'on package shall be guilty of a Class 2 misdemeanor, which may include a fine not to
exceed 510,000 as �yel as civ� pe�� i s u $25,000 per violation.
Signature:
Applicant's Certification per 15A NCAC 02T .0106(b):
Date: 1 011,5
I, David M. Mohr, PE, Chief Operations Officer attest that this application
(Signature Authority's name & title from Application Item 11.2&3.)
has been reviewed by me and is accurate and complete to the best of my knowledge. I understand that after issuance of the permit into
the Applicant's name, I will be responsible for compliance with the issued permit and any discharge of wastewater from this non -
discharge system to surface waters or the land may result in an enforcement action that may include civil penalties, injunctive relief,
and/or criminal prosecution. I will snake no claim against the Division of Water Resources should a condition of this permit be violated.
I also understand that if all required parts of this application package are not completed and that if all required supporting information
and attachments are not included, this application package will be returned to me as incomplete.
NOTE — In accordance with General Statutes 143-215.6A and 143-215.6B, any person who knowingly makes any false statement,
representation, or certification in any application package shall be guilty of a Class 2 misdemeanor, which may include a fine not to
exceed $10,000 as well as civil penalties Up to 25,000 per violation.
Signature: Date: / Ohs 00 Z 3
FORM: PNOCF 01-16 Page 2 of

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North Carolina Department of Environment and Natural Resources
Division of Water Quality
Beverly Eaves Perdue Charles Wakild, P. E. Dee Freeman
Governor . Director Secretary
J Kinlaw Jr., Secretary
250 Zackaty Lane
Hubert, NC 28539
Subject: Permit No WQS00230'
Webb Creek Water and Sewage Inc
Webb Creek Collection System
4nslow County
Dear J Kinlaw:
In accordance with your application received 12/12/2012, and the additional information
received on March 13 and 27 and April 11 and 25, 2013, we are forwarding herewith Permit No.
WQCS00230, dated May 1, 2013, to the Webb Creek Water and Sewage Inc for the operation
and maintenance of the subject wastewater collection system.
This permit shall be effective frorti June 1 2013, unti -May 31 2021 and shall be subject to the
conditions and limitations specified herein. It is your responsibility to thoroughly review this
permit. Please pay particular attention to the monitoring and reporting requirements in this
permit and any compliance schedules shown in bold.
For purposes of permitting, the collection system is considered to be any existing or newly
installed system extension up to the wastewater treatment facility property or point of connection
with a separately owned sewer system. The collection system is considered all gravity lines,
pump stations, force mains, low pressure sewer systems, STEP systems, vacuum systems, etc.
-and associated piping, valves and appurtenances that help to collect, manage and transport
wastewater to a wastewater treatment plant under the Permittee's ownership or maintained and
operated by the Permittee through a perpetual legal agreement. Satellite systems are systems
tributary to the Permittee's collection system but those collection systems are not owned or
maintained by the Permittee. The system description provided on Page 1 of this permit is meant
to provide a general idea about the size of the system and may not be all inclusive of the
collection system at the time of permit issuance or afterward.
1617 Mail Service Center, Raleigh, North Carolina 27699-1617
Location: 512 N. Salisbury St. Ralebh, North Carolina 27604
Phone: [phone] FAX: [phone]
Internet: www.ncwaterauafilv.ora
An Equal Opportunity 1 AffirmaGve Action Employer
Nne
orthCarolina
Natdfl'allff

J Kinlaw, Vice President
May 1, 2013
Page 2 of 3
A release of wastewater from the wastewater collection system is referred to herein as a Sanitary
Sewer Overflow (SSO). The evaluation of enforcement options after an SSO will be determined
considering the criteria listed in condition I(2)(a) and I(2)(b) of the permit and all other relevant
information available or requested of the Permittee. Compliance with all conditions of the
permit as well as all statutes and regulations pertaining to the collection system must be
maintained or appropriate enforcement actions may be ta6n as noted in Condition VI(2)
A reportable SSO is an SSO greater than 1,000 gallons to the ground or an SSO of any amount
that reaches surface water (including through ditches, storm drains, etc.) Below is the procedure
to use for reporting SSOs to the Division:
1. Report by telephone to a Division of Water Quality (DWQ) staff member (not email,
facsimile, or voicemail) at your regional DWQ office during regular business hours
(Monday to Friday, 8AM to 5PM) as soon as possible, but in no case more than 24 hours
after the SSO is known or discovered. To report outside of regular business hours, call
[phone].
2. Follow up the verbal report by sending a completed written report on the most current
Division approved form within five days.
To provide a uniform method for all systems covered under this permit and to provide useful and
consistent information pertaining to SSOs, please utilize form CS-SSO consisting of two parts.
Part I serves to provide to the Division the required information that has always been necessary.
Part II serves as an area to provide a justification for the spill, as optional under Condition I(2) of
your permit. Form CS-SSO can be downloaded from the SSO Reporting area at
httl2:Hportal.ncdenr.ory/web/wq/sn/ps/cs/ssoEW2d.
An NOV, civil penalty, and/or a moratorium on the addition of waste to the system may be
issued if adequate justification for an SSO is NOT submitted to the regional office. In order to
submit a claim for justification of an SSO, you must use Form CS-SSO with additional
documentation as necessary. DWQ staff will review the justification claim and determine if
enforcement action is appropriate. Please be advised that the information needed to justify a spill
is very comprehensive. Begin using this form immediately to report SSOs from the collection
system. Continue to use our old form for reporting bypasses at the wastewater treatment plant
until further notice. The time frame for submittal of both Part I and Part II, if pertinent, is five
days.
Failure to abide by the conditions in this permit may subject the Permittee to enforcement action.
If any parts, requirements, or limitations contained in this permit are unacceptable, you have the
right to request an adjudicatory hearing upon written request within thirty days following the
receipt of this permit. This request must be in the form of a written petition, conforming to
Chapter 150B of the North Carolina General Statutes, and filed with the Office of Administrative
Hearings, 6714 Mail Service Center, Raleigh, NC 27699-6714. Unless such demands are made,
this permit shall be final and binding.

J Kinlaw, Vice President
May 1, 2013
Page 3 of 3
If you have questions regarding Compliance contact your regional office or the Pretreatment,
Emergency Response and Collection Systems Unit of the North Carolina Division of Water
Quality at [phone]. If you need additional information concerning this permit, please
contact Deborah Gore at [phone].
Sincerely,
1
for Charles Wakild, P.E., Director
Division of Water Quality
by Deborah Gore, Supervisor
Pretreatment, Emergency Response, Collection System Unit
enclosure: Permit No. WQCS00230
cc: Onslow County Health Department
Wilmington Regional Office, Surface Water Protection Section
Water Quality Central Files - WQCS00230
Steve Reid, NPDES — Compliance & Expedited Permitting Unit (electronic)
PERCS Files (electronic)

NORTH CAROLINA
ENVIRONMENTAL MANAGEMENT COMMISSION
DEPARTMENT OF ENVIRONMENT AND NATURAL RESOURCES
RALEIGH
SYSTEM -WIDE WASTEWATER COLLECTION 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 Regulations
PERMISSION IS HEREBY GRANTED TO THE
Webb Creek Water and Sewage Inc
Onslow County
FOR THE
operation and maintenance of a wastewater collection system consisting of, at the time of permit
issuance, approximately 11.9 miles of gravity sewer, approximately 2.6 miles of force main,
approximately 0.25 miles of pressure sewer, 3 simplex pump stations that discharge to a
pressure sewer and serve multiple buildings, and 8 duplex pump stations, and all associated
piping, valves, and appurtenances required to make a complete and operational wastewater
collection system to serve the Webb Creek Water and Sewage Inc and any deemed permitted
satellite communities, pursuant to the application received 12/12/2012, and in conformity with
the documents referenced therein and other supporting data subsequently filed and approved
by the Department of Environment and Natural Resources and considered a part of this permit.
This permit shall be effective from the June 1, 2013 until May 31, 2021, and shall be subject to
the following specified conditions and limitations:
I. PERFORMANCE STANDARDS
1. The sewage and wastewater collected by this system shall be treated in the Webb Creek
Wastewater Treatment Facility (NC0062642) prior to being disposed into the receiving
stream. This collection system permit will be referenced upon renewal or modification of
your NPDES permit(s).
2. The wastewater collection system shall be effectively managed, maintained and
operated at all times so that there is no SSO to land or surface waters, nor any
contamination of groundwater. In the event that the wastewater collection system fails to
perform satisfactorily, including the creation of nuisance conditions, the Permittee shall
take immediate corrective actions, including actions that may be required by the Division
of Water Quality (Division), such as the construction of additional or replacement sewer
lines and/Or equipment.

The Director may take enforcement action against the Permittee for SSOs that must be
reported to the Division as stipulated in Condition IV(2). This includes SSOs that were
caused by severe natural conditions or exceptional events unless the Permittee
demonstrates through properly signed, contemporaneous operating logs, or other
relevant evidence that:
a. The SSO was caused by severe natural conditions; there were no feasible
alternatives to the SSO, such as the use of auxiliary treatment facilities, retention
of untreated wastewater, reduction of inflow and infiltration, use of adequate
back-up equipment, or an increase in the capacity of the system. This provision
is not satisfied if, in the exercise of reasonable engineering judgment, the
Permittee should have installed auxiliary or additional collection system
components, wastewater retention or treatment facilities, adequate back-up
equipment or should have reduced inflow and infiltration; or
b. The SSO was exceptional, unintentional, temporary and caused by factors
beyond the reasonable control of the Permittee; the SSO could not have been
prevented by the exercise of reasonable control, such as proper management,
operation and maintenance; adequate treatment facilities or collection system
facilities or components (e.g., adequately enlarging treatment or collection
facilities to accommodate growth or adequately controlling and preventing
infiltration and inflow); preventive maintenance; or installation of adequate back-
up equipment;
The Permittee can submit a claim to the Division Regional Office that the SSO meets the
criteria of this condition. The Permittee has the option of submitting this claim along with
the spill report required by Condition IV(2) (i.e., within five days) in order to be
considered for immunity from enforcement action. Form CS-SSO Part It, or most current
Division approved form, shall be used for any claims. The Permittee has the burden of
proof that the above criteria have been met.
3. The Permittee shall establish by ordinance its legal authority to require new sewers be
properly constructed; to ensure proper inspection and testing of sewer mains and
service laterals; to address flows from satellite systems and to take enforcement action
as required by Condition 1(4).
4. The Permittee shall develop and implement an educational fats, oils and grease program
that shall include at least bi-annual distribution of educational material targeted at both
residential and non-residential users. The Permittee shall also develop and implement
an enforceable fats, oils and grease program for non-residential users under which the
Permittee can take enforcement against users who have not properly installed, operated
and maintained grease traps or grease interceptors as directed or otherwise violated the
terms of the local ordinance pertaining to fats, oils and grease.
5. The Permittee shall adopt and implement a Capital Improvement Plan (CIP) to designate
funding for reinvestment into the wastewater collection system infrastructure. The CIP
should address the short-term needs and long-term "master plan" concepts. The CIP
should typically cover a three to five year period and include a goal statement,
description of the project area, description of the existing facilities, known deficiencies
(over a reasonable period) and forecasted future needs. Cost analysis is integral to the
CIP.

6. Existing overflow piping from manholes and pump stations, excluding piping to approved
equalization structures, known or discovered after permit issuance shall be immediately
removed or permanently capped. Plugged emergency pumping connections are
allowable for portable pumping or rerouting without intentionally bypassing the
wastewater treatment facility.
7. The Permittee shall maintain a contingency plan for pump failure at each pump station.
If one of the pumps in a pump station containing multiple pumps fails, the process of
repairing or replacing the pump shall be initiated immediately and the new parts or pump
shall be installed as soon as possible. If the pump in a simplex pump station fails, it
shall be replaced immediately.
8. Each pump station shall be clearly and conspicuously posted with a pump station
identifier and an emergency contact telephone number at which an individual who can
initiate or perform emergency service for the wastewater collection system 24 hours per
day, seven days per week can be contacted. This emergency contact telephone number
shall be coupled with instructions that the emergency contact should be called if the
visual alarm illuminates, if the audible alarm sounds, or if an emergency is apparent.
9. Pump station sites, equipment and components shall have restricted access, per 15A
NCAC 02T .305(h)(4).
10. Pump stations that do not employ an automatic polling feature (i.e. routine contact with
pump stations from a central location to check operational status of the communication
system) shall have both audible and visual high water alarms. The alarms shall be
weather-proof and placed in a clear and conspicuous location. Permits issued for the
construction of pump stations that included high water alarms in the description must
maintain the alarms even if simple telemetry (i.e. notification of an alarm condition
initiated by the pump station control feature) is installed.
11. For all newly constructed, modified and rehabilitated pump stations, all equipment and
components located within the pump station shall be corrosion -resistant and
components in close proximity of the pump station shall be sealed within a corrosion -
resistant coating or encasement.
12. All construction and rehabilitation of the wastewater collection system (i.e., permitted or
deemed permitted) shall be scheduled to minimize the interruption of service by the
existing utilities. Construction and rehabilitation shall not result in the violation of
Condition (1)(2) of this permit.
11. OPERATION AND MAINTENANCE REQUIREMENTS
1. Upon classification of the collection system by the Water Pollution Control System
Operators Certification Commission (WPCSOCC), the Permittee shall designate and
employ a certified operator to be in responsible charge (ORC) and one or more certified
operator(s) to be back-up ORC(s) of the facilities in accordance with 15A NCAC 8G
.0201. The ORC shall visit the system within 24 hours of knowledge of a bypass, spill,
or overflow of wastewater from the system, unless visited by the Back -Up ORC, and
shall comply with all other conditions of 15A NCAC 80 .0204.

2. The Permittee shall develop and adhere to a schedule for reviewing all inspection,
maintenance, operational and complaint logs. If the review process results in the
identification of any recurring problem in the wastewater collection system that cannot be
resolved in a short time period, the Permittee shall establish a plan for addressing the
problem(s).
3. The Permittee shall develop and adhere to a schedule for testing emergency and
standby equipment.
4. The Permittee shall develop and implement a routine pump station inspection and
maintenance program, which shall include, but not be limited to, the following
maintenance activities:
a. Cleaning and removing debris from the pump station structure, outside perimeter,
and wet well;
b. Inspecting and exercising all valves;
c. Inspecting and lubricating pumps and other mechanical equipment according to
the manufacturer's recommendations; and
d. Verifying the proper operation of the alarms, telemetry system and auxiliary
equipment.
5. For each pump station without pump reliability (i.e. simplex pump stations serving more
than a single building or pump stations not capable of pumping at a rate of 2.5 times the
average daily flow rate with the largest pump out of service), at least one fully
operational spare pump capable of pumping peak flow shall be maintained on hand.
6. The Permittee shall maintain on hand at least two percent of the number of pumps
installed, but no less than two pumps, that discharge to a pressure sewer and serve a
single building, unless the Permittee has the ability to purchase and install a
replacement pump within 24 hours of first knowledge of the simplex pump failure or
within the storage capacity provided in any sewer line extension permit.
7. Rights -of -way and/or easements shall be properly maintained to allow accessibility to the
wastewater collection system unless the Permittee can demonstrate the ability to gain
temporary access in an emergency situation where existing land -use conditions do not
allow the establishment and maintenance of permanent access. In this case, the
Permittee shall continue to observe the lines visually, utilize remote inspection methods
(e.g. CCTV) and use the opportunity of drier conditions to perform further inspections
and necessary maintenance.
8. The Permittee shall assess cleaning needs, and develop and implement a program for
appropriately cleaning, whether by hydraulic or mechanical methods, all sewer lines. At
least 10 percent of the wastewater collection system, selected at the discretion of the
ORC, shall be cleaned each year. Preventative cleaning is not required for sewer lines
less than five years old unless inspection otherwise reveals the need for cleaning or
cleaning is required by a sewer line extension permit.

9. Adequate measures shall be taken to
associated with SSOs. The Permittee
addresses the following minimum items:
contain and properly dispose of materials
shall maintain a Response Action Plan that
a. Contact phone numbers for 24-hour response, including weekends and holidays;
b. Response time;
c. Equipment list and spare parts inventory;
d. Access to cleaning equipment;
e. Access to construction crews, contractors and/or engineers;
f. Source(s) of emergency funds;
g. Site sanitation and clean up materials; and
h. Post-SSO assessment.
10. The Permittee, or their authorized representative, shall conduct an on -site evaluation for
all SSOs as soon as possible, but no more than two hours after first knowledge of the
SSO.
11. In the event of an SSO or blockage within the wastewater collection system, the
Permittee shall restore the system operation, remove visible solids and paper, sanitize
any ground area and restore the surroundings.
Ili. RECORDS
1. Records shall be maintained to document compliance with Conditions 1(4), II(2) - li(4),
II(7) - II(8), IV(3) and V(1) -V(4). Records shall be kept on file for a minimum of three
years.
2. The Permittee shall maintain adequate records pertaining to SSOs, and complaints for a
minimum of three years. These records shall include, but are not limited to, the following
information:
a. Date of SSO or complaint;
b. Volume of wastewater released as a result of the SSO and/or nature of
complaint;
c. Location of the SSO and/or complaint;
d. Estimated duration of the SSO;
e. Individual from the Division who was informed about the SSO and/or complaint,
when applicable;
f. Final destination of the SSO;
g. Corrective actions;
h. Known environmental/human health impacts resulting from the SSO; and
i. How the SSO was discovered.
3. The Permittee shall maintain an up-to-date, accurate, comprehensive map of its
wastewater collection system that also notes the locations where other wastewater
collection systems become tributary. If a comprehensive map of the collection system
has not been established, a rough sketch shall be drawn. The Permittee. shall map
approximately 10 percent of its existing collection system each year for the next ten
years beginning at the original permit issuance date, or until complete, whichever is
sooner. The comprehensive map shall include, but is not limited to: pipe size, pipe
material, pipe location, flow direction, approximate pipe age, number of active service
taps, and each pump station identification, location and capacity.

4. The Permittee shall maintain records of all of the modifications and extensions to the
collection system permitted herein. The Permittee shall maintain a copy of the
construction record drawings and specifications for modifications/extensions to the
wastewater collection system for the life of the modification/extension. Information
concerning the extension shall be incorporated into the map of the wastewater collection
system within one year of the completion of construction. The system description
contained within this permit shall be updated to include this modification/extension
information upon permit renewal.
IV. MONITORING AND REPORTING REQUIREMENTS
1. Any monitoring (including, but not necessarily limited to, wastewater flow, groundwater,
surface water, soil or plant tissue analyses) deemed necessary by the Division to ensure
surface water and groundwater protection will be established, and an acceptable
sampling and reporting schedule shall be followed.
2. The Permittee shall verbally report to a Division of Water Quality staff member at the
Wilmington Regional Office, at telephone number 910-796-7215 as soon as possible,
but in no case more than 24 hours following the occurrence or first knowledge of the
occurrence of either of the following:
a. Any SSO and/or spill over 1,000 gallons; or
b. Any SSO and/or spill, regardless of volume, that reaches surface water.
Voice mail messages or faxed information shall not be considered as the initial verbal
report. SSOs (and other types of spills) occurring outside normal business hours may
also be reported to the Division of Emergency Management at telephone number (800)
858-0368 or [phone]. Persons reporting any of the above occurrences shall file
a spill report by completing Part I of Form CS-SSO (or the most current Division
approved form), within five days following first knowledge of the occurrence. This report
shall outline the actions taken or proposed to ensure that the problem does not recur.
Per Condition 1(2), Part II of Form CS-SSO (or the most current Division approved form)
can also be completed to show that the SSO was beyond control.
3. The Permittee shall meet the annual reporting and notification requirements provided in
North Carolina General Statute §143-215.1 C.
V. INSPECTIONS
1. The Permittee or the Permittee's designee shall inspect the wastewater collection
system regularly to reduce the risk of malfunctions and deterioration, operator errors,
and other issues that may cause or lead to the release of wastes to the environment,
threaten human health or create nuisance conditions. The Permittee shall keep an
inspection log or summary including, at a minimum, the date and time of inspection,
observations made, and any maintenance, repairs, or corrective actions taken by the
Permittee.

2. Pump stations without Supervisory Control and Data Acquisition (SCADA) systems or
telemetry shall be inspected everyday (i.e. 365 days per year). Pump stations equipped
With SCADA systems or telemetry shall be inspected at least once per week. This
condition applies to duplex pump stations and simplex pump stations serving more than
a single building.
3. A general observation of the entire collection system shall be performed throughout the
course of every year.
4. Inspections of all high priority lines (i.e. aerial line, sub -waterway crossing, line
contacting surface waters, siphon, line positioned parallel to stream banks that are
subject to eroding in such a manner that may threaten the sewer line, or line designated
as high -priority in a permit) shall be performed at least once per every six-month period
of time. A list of high -priority lines is presented as Attachment A and is hereby
incorporated into this permit condition. New high priority lines installed or identified after
permit issuance are incorporated by reference and subject to this permit condition until
permit renewal where they shall be referenced in writing in Attachment A.
No high priority lines identified at permit issuance.
VI. GENERAL CONDITIONS
This permit is not transferable. In the event that the Permittee desires to transfer
ownership of the wastewater collection system or there is a name change of the
Permittee, a formal permit modification request shall be submitted to the Division. The
request shall be accompanied by documentation from the parties involved, and other
supporting materials as may be appropriate. Such request will be considered on its
merits and may or may not be approved.
2. Failure to abide by the conditions and limitations contained in this permit may subject the
Permittee to an enforcement action by the Division in accordance with North Carolina
General Statute §143-215.6A through §143-215.6C, and a sewer moratorium may be
established.
3. The issuance of this permit does not exempt the Pei-mlttee from complying with any and
all statutes, rules, regulations, or ordinances that may be imposed by other government
agencies (i.e., local, state, and federal) having jurisdiction, including but not tlmited to
applicable river buffer rules in 15A NCAC 2B .0200, soil erosion and sedimentation
control requirements in 15A NCAC Chapter 4 and under the Division's General Permit
NCG010000, and any requirements pertaining to wetlands under 15A NCAC 2B .0200
and 15A NCAC 02T .0100 and all applicable North Carolina Occupational Safety and
Health Act health and safety standards.
4. The issuance of this permit does not prohibit the Division from reopening and modifying
the permit, revoking and reissuing the permit or terminating the permit as allowed by the
laws, rules, and regulations contained in 15A NCAC 02T .0100 and North Carolina
General Statute §143-215.1 et. al., or as needed to address changes in federal regulations
with respect to the wastewater collection system.
5. The Permittee shall pay the annual fee within thirty (30) days after being billed by the
Division. Failure to pay the fee accordingly may cause the Division to initiate action to
revoke this permit as specified by 15A NCAC 02T .0110(4).

6. The Permittee shall request renewal of this permit at least six months prior to the
expiration of this permit. Upon receipt of the request, the Commission will review the
adequacy of the wastewater collection system described therein, and if warranted, will
extend the permit for a period of time and under such conditions and limitations, as the
Commission may deem appropriate.
7. The Permittee shall notify the Division's Pretreatment, Emergency Response and
Collection Systems Unit in writing at 1617 Mail Service Center, Raleigh, North Carolina
27699-1617 of any changes to the name and/or address of the responsible party (i.e,
mayor, city/town manager) of the wastewater collection system.
8. Any duly authorized officer, employee, or representative of the Division may, upon
presentation of credentials, enter and inspect any property, premises or place on or
related to the collection system at any reasonable time for the purpose of determining
- compliance with -this -permit, may inspect or copy any records that must be maintained
under the terms and conditions of this permit, and may obtain samples of wastewater,
groundwater, surface water, soil, or plant tissue.
Permit issued this the 1st of May, 2013
NORTH CAROLINA ENVIRONMENTAL MANAGEMENT COMMISSION
for Charles Wakild, P.E., Director
Division of Water Quality
By Authority of the Environmental Management Commission
by Deborah Gore, Supervisor
Pretreatment, Emergency Response, Collection System Unit
Permit Number VJQCS00230 (Renewal)

Water Resources
ENVIRONMENTAL OUALITY
March 15, 2017
Mr. David M. Mohr, P.E., Engineering Director
Onslow Water and Sewer Authority (ONWASA)
PO Box 1415
Jacksonville, NC 28540
Subject: Permit No. WQCS00249
Onslow Water and Sewer Authority (ONWASA)
ONWASA Collection System
Onslow County
Dear Mr. Mohr:
ROY COOPER
MICHAEL S. REGAN
S. JAY ZIMMERMAN
In accordance with your application received February 2, 2017, we are forwarding herewith Permit No.
WQCS00249, dated March 15, 2017, to the Onslow Water and Sewer Authority for the operation and
maintenance of the subject wastewater collection system.
This permit shall be effective from March 15, 2017 until December 31, 2025 and shall be subject to the
conditions and limitations specified herein. It is your responsibility to thoroughly review this permit. Please
pay particular attention to the monitoring and reporting requirements in this permit and any special
conditions.
Changes have been made to the boiler plate language of the permit. Most of the changes are for clarification
purposes, however Condition 1(3) has been removed. The Department of Environmental Quality (DEQ)
believes that condition was included erroneously in previous permits. It was included based on proposed
rulemaking by EPA which was never promulgated and, in the continued absence of Federal regulations, DEQ
lacks authority to include such language in a permit. DEQ will continue to exercise enforcement discretion
when evaluating sanitary sewer overflows that may be considered to be beyond the reasonable control of the
Permittee. A highlighted copy of the permit identifying the changes made is available at:
http://ncdenr.s3.amazonaws.com/s3fs-
public/Water%20Quality/Surface%2OWate&o2OProtection/PERCS/WCS%20(Collection%20System)/Updated
%20WQCS%20Template%2015.05.18%20(highlighted).pdf
For purposes of permitting, the collection system is considered to be any existing or newly installed system
extension up to the wastewater treatment facility property or point of connection with a separately owned
sewer system. The collection system is considered all gravity lines, pump stations, force mains, low pressure
sewer systems, STEP systems, vacuum systems, etc. and associated piping, valves and appurtenances that
help to collect, manage and transport wastewater to a wastewater treatment plant under the Permittee's
ownership or maintained and operated by the Permittee through a perpetual legal agreement. Satellite
systems are systems tributary to the Permittee's collection system but those collection systems are not owned
or maintained by the Permittee. The system description provided on Page 1 of this permit is meant to provide
a general idea about the size of the system and may not be all inclusive of the collection system at the time of
permit issuance or afterward.
1617 Mail Service Center, Raleigh, North Carolina 27699-1617
Phone: [phone] Internet: www.ncwaterquality.org
An Equal Opportunity 1 Affirmative Action Employer— Made in part by recycled paper

ONWASA Collection System
March 15, 2017
A discharge of wastewater to the environment from the Permittee's wastewater collection system prior to
reaching the wastewater treatment facilities is referred to herein as a Sanitary Sewer Overflow (SSO). The
evaluation of enforcement options after an SSO will be determined considering all relevant information
available or requested of the Permittee. Compliance with all conditions of the permit as well as all statutes
and regulations pertaining to the wastewater collection system must be maintained or appropriate
enforcement actions may be taken as noted in Condition VI(2).
A reportable SSO is an SSO greater than 1,000 gallons to the ground or an SSO of any amount that reaches
surface water (including through ditches, storm drains, etc.). Reporting requirements including the required
verbal report and written report to the appropriate regional office are referenced in Condition IV(2). Form
CS-SSO can be downloaded from the SSO Reporting area at:
http://ncdenr.s3.amazonaws.com/s3fs-
Public/Water%20Qua I ity/Surface%2OWate r%20Protection/P E RCS/WCS%20(SSO%2ODocuments)/CS-
SSO(2015).doc
A notice of deficiency (NOD), notice of violation (NOV), civil penalty, and/or a moratorium on the addition of
waste to the system may be issued if adequate justification for an SSO is NOT submitted to the regional office.
In order to submit a claim for justification of an SSO, you must use Part II of form CS-SSO with additional
documentation as necessary. DWR staff will review the justification claim and determine if enforcement
action is appropriate. Please be advised that the information needed to justify a spill is very comprehensive.
If any parts, requirements, or limitations contained in this permit are unacceptable, you have the right to
request an adjudicatory hearing upon written request within thirty days following the receipt of this permit.
This request must be in the form of a written petition, conforming to Chapter 150E of the North Carolina
General Statutes, and filed with the Office of Administrative Hearings, 6714 Mail Service Center, Raleigh, NC
27699-6714. Unless such demands are made, this permit shall be final and binding.
If you have questions regarding compliance, contact the appropriate regional office. If you need additional
information concerning this permit, please contact Steve Lewis at [phone].
Sincerely,
for S. Jay Zimmerman, P.G.
Director, Division of Water Resources
by Deborah Gore, Supervisor
Pretreatment, Emergency Response, Collection System Unit (PERCS)
enclosure: Permit No. WQCS00249
cc: Wilmington Regional Office, Water Quality Regional Operations
Water Resources Central Files — WQCS00249
Maureen Kinney, NC Operators Certification Program (electronic)
PERCS Files (electronic)

STATE OF NORTH CAROLINA
ENVIRONMENTAL MANAGEMENT COMMISSION
DEPARTMENT OF ENVIRONMENTAL QUALITY
SYSTEM -WIDE COLLECTION 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 Regulations, permission is hereby granted to the
Onslow Water and Sewer Authority (ONWASA)
W QCS00249
FOR THE
operation and maintenance of a wastewater collection system consisting of, at the time of permit issuance,
approximately 85 miles of gravity sewer, approximately 1 mile of pressure sewer, approximately 86 miles
of force main, 8 simplex pump stations that discharge to a pressure sewer and serve a single building and
70 duplex pump stations, and all associated piping, valves, and appurtenances required to make a complete
and operational wastewater collection system to serve the Onslow Water and Sewer Authority and any
deemed permitted satellite communities pursuant to the application received February 6, 2017, and in
conformity with the documents referenced therein and other supporting data subsequently filed and
approved by the Department of Environmental Quality and considered a part of this permit.
This permit shall be effective from March 15, 2017 until December 31, 2025, and shall be subject to the
following specified conditions and limitations:
Page 1 of 7

I. PERFORMANCE STANDARDS
1. The sewage and wastewater collected by this system shall be treated in the properly permitted
Wastewater Treatment Facility identified in the permit application and documented in the Division's
database. [15A NCAC 02T .0108 (b)]
2. The wastewater collection system shall be effectively managed, maintained and operated at all times
to prevent discharge to land or surface waters, and to prevent any contravention of groundwater
standards or surface water standards. In the event that the wastewater collection system fails to
perform satisfactorily, including the creation of nuisance conditions, the Permittee shall take immediate
actions as per the Response Action Plan (Condition II(9)), as well as any actions that may be required by
the Division of Water Resources (Division), such as the construction of additional or replacement sewer
lines and/or equipment. [15A NCAC 02T .0108 (b)]
3. The Permittee shall establish by ordinance, inter -local agreement or contract its legal authority to
require new sewers be properly constructed; to ensure proper inspection and testing of sewer mains
and service laterals; to address flows from satellite systems and to take enforcement action as required
by Condition 1(4). [G.S. 143-215.96; G.S. 143-215.1(f)(1)]
4. The Permittee shall develop and implement an educational fats, oils and grease program that shall
include at least semiannual distribution of educational material targeted at both residential and non-
residential users. The Permittee shall also develop and implement an enforceable fats, oils and grease
program for non-residential users under which the Permittee can take enforcement against users who
have not properly installed, operated and maintained grease traps or grease interceptors as directed
or otherwise violated the terms of the enforcement program pertaining to fats, oils and grease.
[15A NCAC 02T .0108 (b)]
5. The Permittee shall adopt and implement a Capital Improvement Plan (CIP) to designate funding for
reinvestment into the wastewater collection system infrastructure. The CIP should address the short-
term needs and long-term "master plan" concepts. The CIP should typically cover a three to five year
period and include a goal statement, description of the project area, description of the existing facilities,
known deficiencies (over a reasonable period) and forecasted future needs. Cost analysis is integral to
the CIP. [G.S. 143-215.913]
6. Overflow piping from manholes and pump stations, excluding piping to approved equalization
structures, known or discovered after permit issuance shall be immediately removed or permanently
capped. Plugged or valved emergency pumping connections are allowable for portable pumping or
rerouting without intentionally bypassing the wastewater treatment facility.
[15A NCAC 02T .0108 (b)]
7. The Permittee shall maintain a contingency plan for pump failure at each pump station. If one of the
pumps in a pump station containing multiple pumps fails, the process of repairing or replacing the pump
shall be initiated immediately and the new parts or pump shall be installed as soon as possible. The
permittee shall provide justification for delay in initiating the process for repair or replacement at the
Division's request. If the pump in a simplex pump station serving more than a single building or pump
stations not capable of pumping at a rate of 2.5 times the average daily flow rate with the largest pump
out of service fails, it shall be replaced immediately. [15A NCAC 02T .0305 (h) (1)]
Page 2 of 7

8. Each pump station shall be clearly and conspicuously posted with a pump station identifier and an
emergency contact telephone number at which an individual who can initiate or perform emergency
service for the wastewater collection system 24 hours per day, seven days per week can be contacted.
This emergency contact telephone number shall be coupled with instructions that the emergency
contact should be called if the visual alarm illuminates, if the audible alarm sounds, or if an emergency
is apparent. [15A NCAC 02T .0305 (h) (2)]
9. Pump station sites, equipment and components shall have restricted access.
[15A NCAC 02T .0305 (h) (4)]
10. Pump stations that do not employ an automatic polling feature (i.e. routine contact with pump stations
from a central location to check operational status of the communication system) shall have both
audible and visual high water alarms. The alarms shall be weather-proof and placed in a clear and
conspicuous location. Permits issued for the construction of pump stations that included high water
alarms in the description must maintain the alarms even if simple telemetry (i.e. notification of an alarm
condition initiated by the pump station control feature) is installed.
[15A NCAC 02T .0305 (h) (1)]
11. For all newly constructed, modified and rehabilitated pump stations, all equipment and components
shall be sealed within a corrosion -resistant coating or encasement to the extent practicable and
equivalent to the minimum design criteria unless the permittee can demonstrate it is not practicable
or another form of corrosion resistance is employed. [15A NCAC 02T .0108 (b)]
II. OPERATION AND MAINTENANCE REQUIREMENTS
1. Upon classification of the collection system by the Water Pollution Control System Operators
Certification Commission (WPCSOCC), the Permittee shall designate and employ a certified operator to
be in responsible charge (ORC) and one or more certified operator(s) to be back-up ORC(s) of the
facilities in accordance with 15A NCAC 8G .0201. The ORC shall visit the system within 24 hours of
knowledge of a bypass, spill, or overflow of wastewater from the system, unless visited by the Back -Up
ORC, and shall comply with all other conditions of 15A NCAC 8G .0204.
[15A NCAC 08G .0200 et.seq.]
2. The Permittee shall develop and adhere to a schedule for reviewing all inspection, maintenance,
operational and complaint logs. If the review process results in the identification of any recurring
problem in the wastewater collection system that cannot be resolved in a short time period, the
Permittee shall establish a plan for addressing the problem(s). [15A NCAC 02T .0108 (b)]
3. The Permittee shall develop and adhere to a schedule for testing emergency and standby equipment.
[15A NCAC 02T .0108 (b)]
4. The Permittee shall develop and implement a routine pump station inspection and maintenance
program which shall include the following maintenance activities:
a. Cleaning and removing debris from the pump station structure, outside perimeter, and wet
well;
b. Inspecting and exercising all valves;
c. Inspecting and lubricating pumps and other mechanical equipment; and
d. Verifying the proper operation of the alarms, telemetry system and auxiliary equipment.
[15A NCAC 02T .0108 (b)]
Page 3 of 7

5. For each pump station without pump reliability (i.e. simplex pump stations serving more than a single
building or pump stations not capable of pumping at a rate of 2.5 times the average daily flow rate with
the largest pump out of service), at least one fully operational spare pump capable of pumping peak
flow shall be maintained on hand. [15A NCAC 02T .0305 (h) (1) (A)]
The Permittee shall maintain on hand at least two percent of the number of pumps installed, but no
less than two pumps, that discharge to a pressure sewer and serve a single building, unless the
Permittee has the ability to purchase and install a replacement pump within 24 hours of first knowledge
of the simplex pump failure or within the storage capacity provided in a sewer line extension permit.
[15A NCAC 02T .0108 (b)]
Rights -of -way and/or easements shall be properly maintained to allow accessibility to the wastewater
collection system unless the Permittee can demonstrate the ability to gain temporary access in an
emergency situation where existing land -use conditions do not allow the establishment and
maintenance of permanent access. In this case, the Permittee shall continue to observe the lines
visually, utilize remote inspection methods (e.g. CCTV) and use the opportunity of drier conditions to
perform further inspections and necessary maintenance. [15A NCAC 02T .0108 (b)]
The Permittee shall assess cleaning needs, and develop and implement a program for appropriately
cleaning, whether by hydraulic or mechanical methods, the wastewater collection system. At least 10
percent of the gravity wastewater collection system, selected at the discretion of the ORC, shall be
cleaned each year. Preventative cleaning is not required for sewer lines less than five years old unless
inspection otherwise reveals the need for cleaning or cleaning is required by a sewer line extension
permit. [15A NCAC 02T .0108 (b)]
9. The Permittee shall maintain a Response Action Plan that addresses the following minimum items:
a. Contact phone numbers for 24-hour response, including weekends and holidays;
b. Response time;
c. Equipment list and spare parts inventory;
d. Access to cleaning equipment;
e. Access to construction crews, contractors and/or engineers;
f. Source(s) of emergency funds;
g. Site restoration and clean up materials; and
h. Post-SSO assessment.
[15A NCAC 02T .0108 (b)]
10. The Permittee, or their authorized representative, shall conduct an on -site evaluation for all SSOs as
soon as possible, but if feasible no more than two hours after first knowledge of the SSO. The Permittee
shall document in its 5-day report why it was unable to initially respond to any SSO location within two
hours. [15A NCAC 02T .0108 (b)]
11. In the event of an SSO or blockage within the wastewater collection system, the Permittee shall restore
the system operation, remove visible solids and paper, restore any ground area and restore the
surroundings. [15A NCAC 02T .0108 (b)]
III. RECORDS
Records shall be maintained to document compliance with Conditions 1(4), II(2) - 11(4), II(7) - II(8), IV(3)
and V(1) -V(4). Records shall be kept on file for a minimum of three years. [15A NCAC 02T .0108 (b)]
Page 4 of 7

2. The Permittee shall maintain adequate records pertaining to SSOs, and SSO or wastewater collection
system complaints for a minimum of three years. These records shall include, but are not limited to,
the following information:
a. Date of SSO or complaint;
b. Volume of wastewater released as a result of the SSO and/or nature of complaint;
c. Location of the SSO and/or complaint;
d. Estimated duration of the SSO;
e. Individual from the Division who was informed about the SSO and/or complaint, when
applicable;
f. Final destination of the SSO;
g. Corrective actions;
h. Known environmental/human health impacts resulting from the SSO; and
i. How the SSO was discovered.
[15A NCAC 02T .0108 (b)]
3. The Permittee shall maintain an up-to-date, accurate, comprehensive map of its wastewater collection
system that also notes the locations where other wastewater collection systems become tributary. If
a comprehensive map of the collection system has not been established, a rough sketch shall be drawn.
The Permittee shall map approximately 10 percent of its existing collection system each year for the
next ten years beginning at the original permit issuance date, or until complete, whichever is sooner.
The comprehensive map shall include, but is not limited to: pipe size, pipe material, pipe location, flow
direction, approximate pipe age, and each pump station identification, location and capacity. [15A
NCAC 02T .0108 (b)]
4. The Permittee shall maintain records of all of the modifications and extensions to the collection system
permitted herein. The Permittee shall maintain a copy of the construction record drawings and
specifications for modifications/extensions to the wastewater collection system for the life of the
modification/extension. Information concerning the extension shall be incorporated into the map of
the wastewater collection system within one year of the completion of construction. The system
description contained within this permit shall be updated to include this modification/extension
information upon permit renewal. [15A NCAC 02T .0108 (b)]
IV. MONITORING AND REPORTING REQUIREMENTS
1. In the event of an SSO the Division may require monitoring that is necessary to ensure surface water
and groundwater protection and an acceptable sampling and reporting schedule shall be implemented.
[15A NCAC 02T .0108 (c)]
2. The Permittee shall verbally report to a Division of Water Resources staff member at the Wilmington
Regional Office, at telephone number [phone] as soon as possible, but in no case more than 24
hours following first knowledge of the occurrence of the following circumstances within the collection
system which is under the Permittee's ownership or maintained and operated by the Permittee through
a perpetual legal agreement:
a. Any SSO and/or spill over 1,000 gallons to the ground; or
b. Any SSO and/or spill, regardless of volume, that reaches surface water.
Voice mail messages or faxed information shall not be considered as the initial verbal report. SSOs (and
other types of spills) occurring outside normal business hours may also be reported to the Division of
Emergency Management at telephone number [phone] or [phone].
Page 5 of 7

Persons reporting any of the above occurrences shall file a spill report by completing Part I of Form CS-
SSO (or the most current Division approved form), within five business days following first knowledge
of the occurrence. This report shall outline the actions taken or proposed to ensure that the problem
does not recur. [G.S. 143-215.1C(al)]
3. The Permittee shall meet the annual reporting and notification requirements provided in North Carolina
General Statute §143-215.1C.
V. INSPECTIONS
1. The Permittee or the Permittee's designee shall inspect the wastewater collection system regularly to
reduce the risk of malfunctions and deterioration, operator errors, and other issues that may cause or
lead to the release of wastes to the environment, threaten human health or create nuisance conditions.
The Permittee shall keep an inspection log or summary including, at a minimum, the date and time of
inspection, observations made, and any maintenance, repairs, or corrective actions taken by the
Permittee. [15A NCAC 02T .0108 (b)]
2. Pump stations that are not connected to a telemetry system (i.e., remote alarm system) shall be
inspected by the permittee or its representative every day (i.e., 365 days per year). Pump stations that
are connected to telemetry shall be inspected at least once per week. [15A NCAC 02T .0108 (b)]
3. A general observation by the permittee or its representative of the entire wastewater collection system
shall be conducted at least once per year. [15A NCAC 02T .0108 (b)]
4. Inspections of all high priority lines (i.e. aerial line, sub -waterway crossing, line contacting surface
waters, siphon, line positioned parallel to stream banks that are subject to eroding in such a manner
that may threaten the sewer line, or line designated as high -priority in a permit) shall be performed at
least once per every six-month period of time. A list of high -priority lines is presented as Attachment A
and is hereby incorporated into this permit condition. New high priority lines installed or identified
after permit issuance are incorporated by reference and subject to this permit condition until permit
renewal where they shall be referenced in writing in Attachment A. [15A NCAC 02T .0108 (b)]
VI. GENERAL CONDITIONS
1. This permit is not transferable. In the event that the Permittee desires to transfer ownership of the
wastewater collection system orthere is a name change of the Permittee, a formal permit modification
request shall be submitted to the Division. The request shall be accompanied by documentation from
the parties involved, and other supporting materials as may be appropriate. Such request will be
considered on its merits and may or may not be approved. [15A NCAC 02T .0104; G.S. 143-215.1(d)(3)]
2. Failure to abide by the conditions and limitations contained in this permit may subject the Permittee to
an enforcement action by the Division in accordance with North Carolina General Statute §143-215.6A
through §143-215.6C, and a sewer moratorium may be established. [15A NCAC 02T .0104]
3. The issuance of this permit does not exempt the Permittee from complying with any and all statutes,
rules, regulations, or ordinances that may be imposed by other government agencies (i.e., local, state,
and federal) having jurisdiction. [G.S. 143-215.1(b)]
4. The issuance of this permit does not prohibit the Division from reopening and modifying the permit,
revoking and reissuing the permit or terminating the permit as allowed by the laws, rules, and
regulations or as needed to address changes in federal regulations with respect to the wastewater
collection system, in accordance with required procedures. [G.S. 143-215.1(b)(4)]
Page 6 of 7

5. The Permittee shall pay the annual fee within thirty (30) days after being billed by the Division. Failure
to pay the fee accordingly may cause the Division to initiate action to revoke this permit.
[15A NCAC 02T .0110 (4)]
6. The Permittee shall file an application for renewal of this permit at least six months prior to the
expiration of this permit. Upon receipt of the request, the Director will review the adequacy of the
wastewater collection system described therein, and if warranted, will extend the permit for a period
of time and under such conditions and limitations, as the Director may deem appropriate. [15A NCAC
02T .0109]
7. The Permittee shall notify the Division's Pretreatment, Emergency Response and Collection Systems
Unit in writing at 1617 Mail Service Center, Raleigh, North Carolina 27699 of any changes to the name
and/or address of the responsible party (i.e. mayor, city/town manager) of the wastewater collection
system. [15A NCAC 02T .0106 (c)]
8. Any duly authorized officer, employee, or representative of the Division may, upon presentation of
credentials, enter and inspect any property, premises or place on or related to the collection system at
any reasonable time for the purpose of determining compliance with this permit, may inspect or copy
any records that must be maintained under the terms and conditions of this permit, and may obtain
samples of wastewater, groundwater, surface water, soil, or plant tissue.
[15A NCAC 02T .0110 (3)]
9. The Permittee or their authorized representative shall have available a copy of this permit to present
upon request by any duly authorized officer, employee, or representative of the Division.
[15A NCAC 02T .0104]
Permit issued this the 15th of March, 2017
NORTH CAROLINA ENVIRONMENTAL MANAGEMENT COMMISSION
for S. Jay Zimmerman, P.G.
Director, Division of Water Resources
By Authority of the Environmental Management Commission
by Deborah Gore, Pretreatment, Emergency Response, Collection System Unit Supervisor
Division of Water Resources, NCDEQ
Page 7 of 7

1
SECTION IV.3 - ONWASA PUMP STATIONS
Jacksonville Area (ID 1-99)
Alarm Type
Station ID Station Name Station Address (See Note 1)
_I
Pump
Reliability
Reliability Source
(Generator)
Capacity
(GPM)
Type
1
Walnut Drive Ext Pump Station
626 Walnut Drive Ext.
AN/Missions
Yes
Permanent
40
Duplex
2
Southwest Elementary School Pump Station
2601 Bur aw Hwy
AN/Missions
Yes
Permanent
80
Duplex
3
Burton Industrial Park Pump station
459 W.C. Jarman Blvd.
AN/Missions
Yes
Permanent
660
Triplex
4
Albert Ellis Airport Pump Station
264 Albert Ellis Airport Road
AN/Ctrbox
Yes
Permanent
280
Duplex
6
Hwy 53 Pump Station
1351 Burgaw Hwy
AN/Ctrbox
Yes
Permanent
32
Duplex
7
South Branch Rentals Pump Station
Behind 128 Stallion Drive
AN/Ctrbox
Yes
Permanent
180
Duplex-
8
Kenwood Pump Station
507 OCI Drive
AN/Missions
Yes
Permanent
280
Duplex
Richlands Area (ID 100-199)
100
Comfort Hwy Pump Station
418 North Wilmington Street
AN/Missions
Yes
Permanent
180
Duplex
101
Dreadnaught Street Pump Station
322 Dreadnaught Street
AN/Ctrbox
Yes
Portable
100
Duplex
102
East Hargett Street Pump Station
East Hargett Street
AN/Ctrbox
Yes
Portable
320
Duplex
103
Ervintown Pump Station
295 Kinston Hwy
AN/Missions
Yes
Permanent
100
Duplex
104
Western Onslow Trunk Sewer Pump Station
7512 Richlands Hwy
AN/SCADA
Yes
Permanent
1400
Triplex
105
Jarman's Fork Pump Station
900 Kinston Hwy
AN/Missions
Yes
Permanent
80
Duplex
106
Tri-Field Pump Station
119 Esquire Drive
AN/Missions
Yes
Permanent
250
Duplex
107
West Foy Street Pump Station
400 West Foy Street
AN/Ctrbox
Yes
Permanent
50
Duplex
108
Williams Street Ext. Pump Station
109 Dreadnaught Street
AN/Missions
Yes
Permanent
100
Duplex
109
Stateside Elementary Pump Station
130 Stateside Blvd.
AN/SCADA
Yes
Permanent
1000
Duplex
110
Maidstone Subdivision
307 Maidstone Drive
AN/Missions
Yes
Permanent
215
Duplex
111
Winstead Place Pump Station
336 Winstead Loop
AN/Ctrbox
Yes
Permanent
90
Duplex
112
Heritage Pump Station
312 Dillard Lane
AN/SCADA
Yes
Permanent
500
Triplex
Holly Ridge
Area (ID 200-299)
i
200
Belvedere Drive Pump Station
157 Belvedere Drive
AN/Missions
Yes
Permanent
226
Duplex
201
Bream Street Pump Station
164 Bream Street
AN/Ctrbox
Yes
Portable
30
Duplex
202
Cypress Street Pump Station
159 Cypress Street
AN/Missions
Yes
Permanent
250
Duplex
203
Jenkins Street Pump Station
200 Jenkins Street
AN/Missions
Yes
Permanent
530
Duplex
204
Trout Street Pump Station
197 Trout Street
AN/Ctrbox
Yes
Portable
176
Duplex
205
Summerhouse # 1 Pump Station
344 Kings Creek Crossing
AN/Missions
Yes
Permanent
130
lex206
Summerhouse # 2 Pump Station
319 Summerhouse Drive
AN/Missions
Yes
Permanent
700
2D!uuplex

i
Holly Ridge
Area (ID 200-299) - cont.
Station ID
Station Name
Station Address
Alarm Type
(See Note 1)
Pump
Reliability
Reliability Source
(Generator)
Capacity
(GPM)
I Type
207
Summerhouse # 3 Pump Station
608 Martin House Loop
AN/Missions
Yes
Permanent
200
Duplex
208
Summerhouse # 4 Pump Station
523 White Picket Way
AN/Missions
Yes
Permanent
485
Duplex
209
Summerhouse # 5 Pump Station
100 Night Heron Trace
AN/Missions
Yes
Permanent
250
Duplex
210
Sage's Ridge Subdivision Pump Station
504 Hazelwood
AN/Missions
Yes
Permanent
70
Duplex
211
The Reserves Pump Station
1101 E. Ocean Road
AN/Ctrbox
Yes
Permanent
250
Duplex
212
Green Street Pump Station (future)
TBD
Swansboro Area (ID 300-399)
300
Bicentennial Park Pump Station
104 West Corbett Ave.
AN/Ctrbox
Yes
Portable
70
Duplex
301
Casper's Marina Pump Station
223 Waters Street
AN/Missions
Yes
Portable
340
Duplex
302
Swansboro Food Lion Pump Station
1409 West Corbett Ave.
AN/Missions
Yes
Portable
70
Duplex
303
Hall's Creek Pump Station
1304 Hammocks Beach Road
AN/Missions
Yes
Permanent
1100
Duplex
304
Hogan Road Pump Station
270 Hogan Road
AN/Ctrbox
Yes
Permanent
180
Duplex
305
Ivy Manor Pump Station
1045 West Corbett Ave.
AN/Ctrbox
Yes
Permanent
25
Duplex
306
Moore Street Pump Station
103 West Moore Street
AN/Ctrbox
Yes
Portable
70
Duplex
307
Mt. Pleasant Road Pump Station
1226 Mt. Pleasant Road
AN/Missions
Yes
Permanent
200
Duplex
308
Oster Bay Pump Station
111 Oyster Bay Road
AN/Ctrbox
Yes
Permanent
80
Duplex
309
Phillips Pump Station
104 E. Corbett Ave.
AN/Ctrbox
Yes
Portable
50
Duplex
310
Pirates Cove Pump Station
138 Queens Creek Road
AN/Missions
Yes
Permanent
100
Du lex
311
River Reach #1 Pump Station
216 River Reach Drive
AN/Ctrbox
Yes
Portable
37
Duplex
312
River Reach Main Pump Station
284 River Reach Drive
AN/Missions
Yes
Permanent
200
Duplex
313
Shore Drive Pump Station
Corner Shore Drive & Hwy 24
AN/Missions
Yes
Permanent
740
Duplex
314
Spring Street Pump Station
Walnut Street
AN/Ctrbox
Yes
Portable
37
Duplex
315
Swansboro High School Pump Station
_312
161 Queens Creek Road
AN/Ctrbox
Yes
Permanent
38
Duplex
316
Swansboro Library Pump Station
1460 West Corbett Ave.
AN/Ctrbox
Yes
Portable
25
Duplex
317
Swansboro Middle School Pump Station
1240 West Corbett Ave.
AN/Ctrbox
Yes
Permanent
180
Duplex
318
The Village at Swansboro Pump Station
900-1 Meadowbrook South
AN/Missions
Yes
Permanent
150
Duplex
319
Swannsborou h Acres Pump Station
207A Channel Marker Loop
AN/Missions
Yes
Permanent
250
Duplex
320
Charleston Park Pump Station
435 Patriots Point Lane
AN/Missions
Yes
Permanent
176
Duplex
321
Queens Harbor Pump Station
501-1 HarborView Rd
AN/Missions
Yes
Permanent
80
Duplex
322
Parrot Landing Pump Station
208 Toucan Way
AN/Ctrbox
Yes
Permanent
112
Duplex
323
Watercrest Pump Station
503 Sail Boat Dr.
AN/Missions
Yes
Permanent
130
Duplex
324
Excel Day Care Pump Station
178 Queens Creek Road
AN/Missions
Yes
Permanent
45
Duplex
325
Shadow Creek Pump Station (future)
TBD

Piney Green Area (ID 400-499)
Station ID
Station Name
Station Address
Alarm Type
(See Note 1)
Pump
Reliability
Reliability Source
(Generator)
Capacity
(GPM)
Type
400
Firethorn Lane Pump Station
318-1 Firethorn Lane
A/V/Missions
Yes
Portable
80
Duplex
401
Brand Mill Lane Pump Station
2000 West Brand Mill Lane
AN/Missions
Yes
Permanent
300
Duplex
402
Towne Pointe Pump Station
1350 Rocky Run Road
AN/Missions
Yes
Permanent
2000
Duplex
403
Hunters Creek Main Pump Station
134 Viking Place
AN/Missions
Yes
Permanent
1000
Triplex
404
Piney Green Gate Pump Station
280 Freedom Way
AN/Missions
Yes
Permanent
2700
Duplex
405
Liberty Pointe Pump Station
2010 Normandy Drive
AN/Missions
Yes
Permanent
670
Duplex
406
Hidden Oaks Pump Station
304 Ashley Meadows Drive
AN/Missions
Yes
Permanent
260
Du lex
407
Wantlands Pump Station
824 Tuscarora Trail
AN/Missions
Yes
Permanent
360
Duplex
408
Webb Creek Pump Station
North Carole Drive
AN/Missions
Yes
Permanent
123
Duplex
409
Hickory Grove Pump Station
140 Easy Street
AN/Missions
Yes
Permanent
260
Duplex
410
Boyin ton Place (future)
TBD
Note (1)
A: Audible alarm
V: Visual alarm
Ctrbx: Landline hone -based alarm notification system.
Missions: Cellular -based alarm notification system. i
SCADA: Radio -based telemetry/control sstem

Onslow Water and Sewer Authority (ONWASA)
Onslow County, North Carolina
Section IV.4 - High Priority Lines List
1) A six-inch diameter force main located approximately 500 LF from the Northwest WRF that
originates from the Tri-Field Pump Station and consists of a horizontal directional drill under
Squires Run.
2) An eight -inch diameter gravity sewer line from 7444 Richlands Hwy (the Richlands Primary
School) that has approximately 1.5 LF of DIP exposed at a ditch crossing.
3) A twelve -inch diameter gravity sewer line located 50 LF from the head works to the Holly Ridge
WWTP that has approximately 10 LF exposed at a ditch crossing.
4) An eight -inch diameter gravity sewer line located near the intersection of Jenkins Street and
Hudiburg Streets in the town of Holly Ridge that has approximately 6 LF of PVC exposed at a
ditch crossing (to be replaced by DIP in 2017).
5) Approximately 48,000 LF of twelve -inch diameter PVC/DIP/HDPE force main along Highway 58
from the Burton Industrial Park Pump Station to the Town of Richlands (designated high priority
per Permit No. WQ0037017).
Onslow Water and Sewer Authority (ONWASA)
Onslow County, North Carolina
Section VI.6 — Comprehensive Collection System Mapping
Holly Ridge Sewer District: Approximately 20 miles of gravity sewer line, approximately 15 miles of force
main and 13 duplex pump stations discharging to the Holly Ridge WWTP (WQ0019907) and the
Summerhouse WWTP (WQ0029945).
Northwest Sewer District: Approximately 15 miles of gravity sewer line, approximately 20 miles of force
main and 15 duplex pump stations discharging to the Northwest Regional WRF (WQ0034367).
Swansboro Sewer District: Approximately 24 miles of gravity sewer line, approximately 16 miles of force
main and 26 duplex pump stations discharging to the Swansboro WWTP (WQ0023261).
Piney Green Sewer District: Approximately 15 miles of gravity sewer line, approximately 20 miles of
force main, and 10 pump stations discharging to the French Creek WWTP (NC0063029).
Southwest Sewer District: Approximately 2 miles of gravity sewer line, approximately 10 miles of force
main and 3 duplex pump stations, discharging to the Northwest Regional WRF (WQ0034367). In
addition, approximately 6 miles of gravity sewer line, approximately 5 miles of force main and four
duplex pump stations discharging to the City of Jacksonville WWTP/Land Treatment Site (WQ0009267).

THIS DOCUMENT, IN ITS PRESENT FORM OR AS IT MAY BE REVISED BY ANY
PARTY, WILL NOT BECOME A BINDING AGREEMENT OF ANY PARTY UNLESS AND
UNTIL IT HAS BEEN SIGNED BY ALL PARTIES AND FULLY SIGNED COPIES 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, LLC and PLURIS WEBB CREEK, LLC
and
ONSLOW WATER AND SEWER AUTHORITY
RECEIVED
OCT 19 2023
NCDEQ/DWP/NPDES

2
SYSTEMS PURCHASE AGREEMENT
THIS SYSTEMS PURCHASE AGREEMENT is made and entered into as of
, 2023 (the "Effective Date") by and between PLURIS WEBB CREEK,
LLC, and PLURIS, LLC, validly existing limited liability companies under the laws of the
State of North Carolina (collectively "Pluris"), and the ONSLOW WATER AND SEWER
AUTHORITY, an authority created and validly existing under the laws of the State of North
Carolina ("ONWASA"). Pluris and ONWASA are from time to time referred to herein
individually as a "Party" and collectively as the "Parties".
RECITALS
WHEREAS, Pluris is engaged in providing sanitary sewer collection and utility services,
serving residents and businesses in or near Hubert and Sneads Ferry, North Carolina (the
"Systems"); and
WHEREAS, as contemplated by that certain Memorandum of Intent between the Parties,
Pluris desires to transfer all of the Systems Assets (as defined below) and ONWASA desires to
acquire all of the Systems Assets; and
WHEREAS, this Systems Purchase Agreement is authorized by N.C. Gen. Stat. § 162A-
6(a)(5); and
WHEREAS, the governing bodies of Pluris and ONWASA have approved, and deem it
advisable to consummate, the acquisition of the Systems Assets by ONWASA, upon the terms
and subject to the conditions set forth herein.
NOW, THEREFORE, in consideration of the premises, and the mutual promises,
covenants 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
SALE OF ASSETS
1.1 Sale of Systems Assets.
(a) Systems Assets. Upon the terms and subject to the conditions of this Agreement and
in reliance upon the covenants, agreements, representations and warranties set forth in this
Agreement, at the Closing, Pluris shall transfer to ONWASA, free and clear of any
encumbrances other than Permitted Encumbrances, and ONWASA shall purchase from Pluris,
all of Pluris' rights, title and interest in and to, the following assets (collectively, the "Systems
Assets"):

(i) The Real Property as set forth on Schedule 1.1(a)(i).
(ii) All sewer lift station equipment, booster pump station equipment, and all trunk,
collection and other pipes, drains and lines used or held for use by Pluris in connection with the
Systems as set forth on Schedule 1.1(a)(ii).
(iii) The equipment, machinery, furniture, computer hardware and software and related
peripheral equipment and other tangible personal property set forth on Schedule 1.1(a)(iii);
(iv) All supplies, tools, raw materials, parts, work in process and inventories used or held
for use by Pluris in connection with the Systems as set forth on Schedule 1.1(a)(iv);
(v) All Permits to the extent transferable as set forth on Schedule 1.1(a)(v);
(vi) The Assumed Contracts, including any "Will Serve" letters, as set forth on Schedule
1.1(a)(vi);
(vii) Originals, or where not available, copies, of all books and records relating to the
Systems, including all accounting records, quality control records and procedures, customer lists,
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) All prepaid expenses, advance payments, claims, refunds and Customer Deposits to
the extent related to the Systems;
(ix) All rights and claims under warranties, indemnities and similar rights against third
parties to the extent related to any Systems Assets or Assumed Liabilities;
(x) All equitable claims and rights, including all claims and rights arising under operation
of Law, with respect to any and all Systems Assets; and
(xi) All other assets and properties of every kind and nature, whether real, personal, or
mixed, tangible or intangible, used or held for use exclusively in connection with the Systems
Assets.
(b) Excluded Assets. Notwithstanding Section 1.1(a) to the contrary, the "Systems
Assets" shall specifically exclude these assets owned 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 liquid or current assets (including Pluris Revenues
but excluding ONWASA 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) All personnel records, compliance books and records, and any other records that
Pluris is required by applicable Law to keep in its possession;
(v) Pluris' organizational documents and related records of member/manager/officer
communications and tax return; and
(vi) All of the assets listed on Schedule 1.1(b)(vi), which assets are owned by Pluris and
not currently used for operation of the Systems.
(c) Assumed Liabilities. ONWASA shall assume all liabilities and obligations of Pluris
accruing or to be provided on and after the Closing Date under the Assumed Contracts as
provided in the Assumption Agreement (collectively, the "Assumed Liabilities").
(d) Consideration for Systems 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, ONWASA shall pay to Pluris at Closing, by wire
transfer, the sum of thirty-seven and one-half million dollars ($37,500,000.00) for the Systems
Assets at Sneads Ferry 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
thousand dollar deposit paid by ONWASA ("Deposit") and at Closing the amount paid to Pluris
by ONWASA shall be forty-eight million three hundred thousand dollars ($48,300,000.00). 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 sewer treatment capacity from either or both Systems, and shall cease collecting
associated connection fees, also known as Contribution in Aid of Construction ("CIAC" or
"System Development Fees").
During that interim period, Pluris may receive inquiries from property owners and/or
developers seeking 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 both Parties, a "Will Serve" letter will be jointly issued by the Parties and will
require that property owners pay associated fees in the future to ONWASA in accordance with
ONWASA's then -approved rates and charges following closing of the sale of the Systems to
ONWASA. Such Will Serve letters shall be in form and substance reasonably satisfactory to
ONWASA and Pluris. Pluris shall keep accurate information on such properties and make that
information available to ONWASA monthly until Closing. Pluris shall also provide monthly

5
flow data showing average daily flow in gallons per day of treatment and remaining available
capacity to ONWASA as part of its monthly reporting to the DEQ.
At Closing, the permitted sewer treatment capacity at the Pluris plant in Sneads Ferry
shall be no less than one million five hundred forty-two thousand six hundred thirty five gallons
per day (1,542,635 gpd) and the permitted sewer treatment capacity at the Webb Creek plant in
Hubert shall be no less than three hundred fifty thousand gallons per day (350,000 gpd).
1.2 Closing. Upon the terms and subject to the conditions of this Agreement, and
provided that all of the conditions set forth in Article 5 (other than those conditions that by their
terms cannot be satisfied until the Closing) have been satisfied or waived, the Closing 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 documents no later than November 30, 2023 (the
"Closing Deadline"). If all such conditions have not been satisfied or waived by the Closing
Deadline, the Party not responsible for satisfying the outstanding condition shall have the option,
in its sole discretion, of notifying the responsible Party of such in writing and either: (i)
extending the Closing Deadline for so long as the responsible Party is diligently pursuing
satisfaction of that condition; provided that the Closing Deadline shall not be extended over
thirty (30) days without the written consent of both parties; (ii) waiving that condition and
proceeding with Closing; or (iii) terminating this Agreement. The election of (i) above shall not
prohibit a subsequent election of (ii) or (iii). The "Closing Date" means the date upon which
the Closing actually occurs. For economic and accounting purposes, the Closing shall be
deemed to take effect at 11:59 PM ET on the Closing Date.
ARTICLE 2
REPRESENTATIONS AND WARRANTIES OF PLURIS
Pluris represents and warrants to ONWASA as follows:
2.1 Organization of Pluris. Pluris Webb Creek, LLC, and Pluris, LLC are validly
existing companies, 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.
2.2 Authorization. The execution, delivery and performance by Pluris of each of the
Transaction Documents to which it is or will be a party and the consummation by it of the
Contemplated Transactions have been duly authorized by Pluris' Manager, and no other action
on the part of Pluris is necessary to authorize the execution, delivery and performance by Pluris
of such Transaction Documents or the consummation by it of the Contemplated Transactions.
Pluris has duly executed and delivered this Agreement.
2.3 Consents and Approvals: No Violations.

6
(a) The execution, delivery and performance of the Transaction Documents to which
Pluris is or will be a party, and the consummation by Pluris of the Contemplated Transactions, do
not and will not, with or without notice or passage of time or both: (i) subject to the receipt of
Regulatory Approvals as 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 of termination, 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 default would prevent the
consummation of the Contemplated Transactions or otherwise materially interfere with
ONWASA's use of the Systems 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 in the creation or imposition of any Encumbrance on any Systems
Assets.
(b) The Transaction Documents including the permits listed in paragraph 2.10 to operate
the Systems require the approval of the North Carolina Department of Environmental Quality
("DEQ") for the transfer to ONWASA.
(c) This Agreement together with its Schedules, and the transfer of the Systems as
contemplated by this Agreement, requires the approval of the North Carolina Utilities
Commission ("NCUC"). 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 the Systems to ONWASA which is satisfactory in form and substance to Pluris, in its sole
discretion. Pluris shall make this determination within ten business days of the issuance of the
Order from NCUC, and provide notice of its decision to ONWASA.
2.4 Financial Statements. To the Knowledge of Pluris, the financial statements
described on Schedule 2.4 (collectively, the "Financial Statements") fairly present in all
material respects the financial condition and the results of operations and cash flows of Pluris
related to the Systems as at the respective dates of and for the periods referred to in the Financial
Statements, all in accordance with generally 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, obligations or indebtedness in connection with the Systems of
any kind or nature, whether fixed or contingent, except as set forth in the Financial Statements,
and except for liabilities incurred in the Ordinary Course of Business since the date of the
Financial Statements and of the kind and type reflected in the Financial Statements which are
not, individually or in the aggregate, material in amount.
2.5 Title. Pluris has (and at the Closing Pluris will transfer to ONWASA) good and
valid title to all the Systems Assets free and clear of all Encumbrances other than Permitted
Encumbrances.

2.6 Tax Matters. All Tax Returns required to be filed by or on behalf of Pluris in
connection with the Systems have been timely filed, and such Tax Returns are accurate and
complete in all material respects. All Taxes due and payable by Pluris in connection with the
Systems have been paid in full on a timely basis, and no other material Taxes (whether or not
shown on or reportable on such Tax Returns) are payable by Pluris in connection with the
Systems. Pluris has withheld all amounts required to be withheld or collected in connection with
any amount paid or owing to any employee, independent contractor, creditor, shareholder or
other Person in connection with the Systems, has remitted such amounts to the appropriate taxing
authorities in accordance with applicable Laws and has complied with all information reporting
and backup withholding requirements, 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 Encumbrances for Taxes not yet due and payable. No federal, state or local
audits, examinations, investigations or other Actions are pending with regard to any Taxes or
Tax Returns of Pluris in connection with the Systems. Pluris is not a party to any Action for
assessment or collection of Taxes in connection with the Systems, nor has any such Action been
asserted or, to Pluris' Knowledge, threatened. Pluris is not a United States real property holding
corporation within the meaning of Section 897(c)(2) of the Code during the applicable period
specified in Section 897(c)(1)(A)(ii) of the Code, and ONWASA is not required to withhold Tax
in connection with the Closing by reason of Section 1445 of the Code.
2.7 Absence of Certain Changes. Since February 21, 2023, Pluris has operated the
Systems only in the Ordinary Course of Business consistent with past practice. Without limiting
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 any
Encumbrances of any kind other than Permitted Encumbrances;
(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
practice;
(c) entered into any contract or agreement 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 contract or agreement in connection with the
Systems that provides for payments to or from Pluris in excess of $25,000 and is not terminable
in thirty (30) days or less without penalty;
(f) failed to maintain the purchased Systems Assets in good operating condition and

repair, subject to ordinary wear and tear;
(g) experienced any material damage, destruction or loss (whether or not covered by
insurance) to the Systems Assets incurred or assumed any liabilities in connection with the
Systems, or paid, discharged, waived or released any liabilities or obligations of the Systems, in
each case except in the Ordinary Course of Business;
(h) changed its cash management practices and policies or its practices and
procedures with respect to the collection of customer accounts receivable, in each case with
respect to the Systems; or
(i) agreed, whether in writing or otherwise, to take any action described in this
Section 2.7.
2.8 Customers.
(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 held for use in
connection with the Systems. Pluris does not provide Systems services to any Person other than
those customers set forth on the Customer Lists to be provided in accordance with Section 4.9.
(b) Upon the consummation of the Contemplated Transactions, all Pluris customers
will become ONWASA customers and Pluris relinquishes all claims or rights to provide utility
services in Pluris' existing service areas served by the Systems in Onslow County.
(c) Customer Deposits List. Schedule 2.8(b) contains an accurate and complete list
(the "Customer Deposits List") of all lots and units from which Pluris has collected and
currently retains Customer Deposits, including a description of the fee or deposit, the account
name and number, and the amount and date paid.
2.9 Real Property.
(a) Real Property - Generally.
(i) As used herein, "Real Property" means all real property, including all land
described on Schedule 1.1(a)(i), all Easements, in which Pluris has any right, title or interest and
which is used or held for use in connection with the Systems, together with the use of all
buildings, structures, improvements and fixtures located thereon or attached or appurtenant
thereto. The Owned Real Property, the Easements and all real property listed on Schedule
1.1(a)(i) are included in the "Real Property."
(ii) Within five business days after the Effective Date, Pluris shall deliver to
ONWASA true and complete copies of all deeds, title insurance policies and surveys relating to
the Real Property, including all documents evidencing Encumbrances upon the Real Property,

9
that are in Pluris' records or control. Other than the Permitted Encumbrances, there are no
Encumbrances or disputes or conditions affecting any Real Property that might curtail or
interfere with the use of such property by ONWASA, and there are no pending or to Pluris'
Knowledge threatened Actions, or outstanding Orders, relating to any Real Property, including
Pluris' use of the Real Property.
(b) Owned Real Property. As used herein, "Owned Real Property" means every
parcel of Real Property owned in fee simple by Pluris and used solely in connection with the
operation of the Systems, including the Lagoon. Schedule 1.1(a)(i) sets forth each parcel of
Owned Real Property, including with respect to each parcel, the address location and use. With
respect to each parcel of Owned Real Property, (i) Pluris has not leased or otherwise granted to
any Person the right to use or occupy such parcel of Owned Real Property or any portion thereof;
and (ii) to the Knowledge of Pluris, there are no unrecorded outstanding options, rights of first
offer or rights of first refusal to purchase such parcel of Owned Real Property or any portion
thereof or interest therein.
(c) Easement & Rights of Way.
(i) Set forth on Schedule 1.1(a)(i) is a list of certain easements, rights of way,
rights, privileges and appurtenances, including proofs of dedication, in which Pluris has any
right, title or interest and which are used or held solely for use by Pluris in connection with the
Systems.
(ii) Pluris may not have all Required Easements, each duly executed and
recorded. To the Knowledge of Pluris, any failure by Pluris to have all such duly executed and
recorded Required Easements would not have a material adverse effect on the operation of the
Systems, except as otherwise set forth on Schedule 2.9(c)(ii).
(iii) To the Knowledge of Pluris, (A) Pluris and its Systems operations are in
compliance with all Easements and (B) no event has occurred or circumstance exists that may
(with or without notice, the passage of time or both) constitute or result directly or indirectly in a
violation of or a failure to comply with any term of, or result directly or indirectly in the
revocation, withdrawal, suspension or termination of, or any modification to, any such Easement.
0) Leased Property. Pluris does not lease or license any real property in connection
with its operation of the Systems. Pluris is not a party to any lease, assignment or similar
arrangement under which Pluris 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 required for Pluris to own and operate the Systems and the
Systems Assets as currently 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 such Permits have
heretofore been, or will be prior to Closing, furnished to ONWASA. Pluris is in substantial
compliance with all such Permits. No event has occurred or circumstance exists that may (with

10
or without notice, the passage of time or both) (a) constitute or result directly or indirectly in a
violation of or a failure to comply with any term or requirement of any such Permit except where
failing to comply would not have a material adverse effect on the Systems Assets or Pluris or (b)
result directly or indirectly in the revocation, withdrawal, suspension or termination of, or any
modification to, any such Permit.
2.11 Plant, Equipment, and Inventory.
(a) Sufficiency of Assets. The Systems Assets, including the Lagoon, are sufficient
for the continued operation of the Systems after the Closing in substantially the same manner as
conducted by Pluris prior to the Closing and constitute all of the rights, properties and assets
necessary to operate the Systems as currently operated.
(b) Condition of Assets. The buildings, structures, improvements, fixtures located on
or attached or appurtenant to the Owned Real Property, and all other equipment, machinery,
furniture, fixtures, tanks, structures, computer hardware and other tangible personal property
included in the Systems Assets, are structurally sound, in good operating condition and repair,
are adequate for the uses to which they are being put and are not in need of maintenance 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
operating 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 the Systems
Assets and has the right to assign such license and right to ONWASA in accordance with this
Agreement.
2.12 Environmental Matters.
(a) Compliance. To the best of Pluris' Knowledge, Pluris is in full compliance with
all Environmental Laws relating to the Systems, including the possession by Pluris of all Permits
required under all applicable Environmental Laws and compliance with the terms and conditions
thereof. Each Permit currently held by Pluris relating to the Systems pursuant to the
Environmental Laws is identified in Schedule 2.10.
(b) Notice of Violation. Since February 21, 2023, Pluris has not received any
communication (written or oral), whether from a Governmental Authority, citizens group,
employee or otherwise, that states, claims or alleges that Pluris is not in full compliance with any
Environmental Laws relating to the Systems, and, to the best of Pluris' Knowledge, there are no
circumstances that may prevent or interfere with such full compliance in the future. Pluris shall
deliver to ONWASA within five business days after the Effective Date all information that is in
the possession of or reasonably available to Pluris regarding Environmental Claims, and
environmental matters pertaining to, or the environmental condition of, the Systems or the
compliance (or non-compliance) by Pluris with any Environmental Laws relating to the Systems.

11
(c) Pending Claims. There is no Environmental Claim by any Person that is pending
or, to Pluris' Knowledge, threatened against the Systems, or against any Person whose liability
for any Environmental Claim Pluris has retained or assumed either contractually or by operation
of law 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, emission, discharge, presence or disposal of any Hazardous Materials, that
could form the basis of any Environmental Claim against Pluris relating to the Systems or, to the
Knowledge of Pluris, against any Person whose liability for any Environmental Claim relating to
the Systems Pluris has retained or assumed either contractually or by operation of law.
(e) Hazardous Conditions. Without in any way limiting the generality of the
foregoing, to the best of Pluris' Knowledge, (i) all Owned Real Property locations where Pluris
has (previously or currently) stored, disposed of or arranged for the disposal of Hazardous
Materials relating to the Systems are identified in Schedule 2.12(e)(i), (ii) all underground
storage tanks, and the capacity and contents of such tanks, located on any property owned,
leased, operated or controlled to be transferred by Pluris pursuant to this Agreement relating to
the Systems are specifically identified in Schedule 2.12(e)(ii), (iii) there is no asbestos contained
in or forming part of any building, building component, 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 -
containing items are or ever have been used or stored at any property owned, leased, operated or
controlled by Pluris used or held for use in the Systems.
2.13 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 default under), or has provided or received any notice of
any intention to terminate, any Assumed Contract. To Pluris' Knowledge, no event or
circumstance has occurred that, with notice or the passage of time or both, 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. Complete and correct copies of each Assumed Contract (including all modifications,
amendments 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.
(b) Except for any contracts and agreements with or for the benefit of Pluris
employees (none of which will be assumed by ONWASA), and except for the Assumed
Contracts, there are no other contracts or agreements (i) by which any of the Systems Assets are
bound or affected or (ii) to which Pluris is a party or by which it is bound in connection with the
Systems or the Systems Assets.

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2.14 Insurance. Schedule 2.14 sets forth a true and complete list and description of all
insurance policies maintained by Pluris with respect to the Systems Assets (collectively, the
"Policies") and sets forth a list of all pending claims and the claims history for Pluris under the
Policies since February 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 of which there is an outstanding reservation of rights. All Policies are in full force
and effect, all premiums due thereon have been paid by Pluris, and Pluris is otherwise in
compliance 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 threatened. Pluris has not received
any notice from any insurance company that has issued a Policy, requiring or recommending any
repairs or work to be done on any part of the Systems Assets, other than repairs or other work
that has been completed.
2.15 Liti ag tion. There is no Action pending or threatened relating to or involving the
Systems or the Systems Assets or which challenges or seeks to restrain, enjoin or otherwise
prohibit the consummation of the Contemplated Transactions, and, to the Knowledge of Pluris,
there is no valid basis for any such Action. Other than Orders issued by the NCUC authorizing
Pluris to provide service, setting rates, etc., there are no outstanding Orders relating to or
involving the Systems or the Systems Assets. The operation of the Systems does not infringe
upon, misappropriate or otherwise violate the patents, trademarks, trade names, copyrights, trade
secrets or other intellectual property rights of any other Person.
2.16 Compliance with Laws. Except as set forth on Schedule 2.16, Pluris has complied
in all material respects with all applicable Laws with respect to the Systems since February 21,
2020. Since February 21, 2023, 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 Party 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 shall be responsible for any fee or any other commission or
similar fee due such Person in connection with any of the Contemplated Transactions.
2.18 Full 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 omits or will omit to state any material fact necessary to make the statements
herein or therein, in light of the circumstances under which they were made, not misleading.
2.19 No Other Representations or Warranties. Except for the representations and
warranties contained in this Agreement, the other Transaction Documents, and the Other
Contracts, Pluris does not make any other express or implied representation or warranty, either
written or oral.
ARTICLE 3
REPRESENTATIONS AND WARRANTIES OF ONWASA

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ONWASA represents and warrants to Pluris that:
3.1 Organization. ONWASA is an authority created and validly existing under the
Laws of the State of North Carolina. ONWASA has all requisite power and authority to carry on
its business as now being conducted and to own, use and hold for use the assets used in its
business.
3.2 Authorization; Validity of Agreement. ONWASA has all requisite power and
authority to execute and deliver all Transaction Documents to which it is or will be a party, to
perform its obligations thereunder and to consummate the Contemplated Transactions. The
execution, delivery and performance by ONWASA of each of the Transaction Documents to
which it is or will be a party and the consummation by it of the Contemplated Transactions have
been duly authorized by ONWASA's Board of Directors, and no other action on the part of
ONWASA is necessary to authorize the execution, delivery and performance by ONWASA of
such Transaction Documents or the consummation by it of the Contemplated Transactions.
ONWASA has duly executed and delivered this Agreement. This Agreement constitutes,
together with the other Transaction Documents to which ONWASA is or will be a party will
constitute (upon execution and delivery by ONWASA and the other parties thereto), the legal,
valid and binding obligation of ONWASA, enforceable against ONWASA in accordance with its
terms, except as enforcement thereof may be limited by bankruptcy, insolvency, reorganization,
moratorium or similar laws affecting the enforcement of creditors' rights generally and by
general equitable principles.
3.3 Consents and Approvals: No Violations. This Agreement is subject to approval
by DEQ, the North Carolina Local Government Commission, and the NCUC. The approval by
the Local Government Commission includes both this document and the issuance of revenue
bonds for the Cash Payment. The transfer of the Systems 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 performance of the Transaction Documents to which
ONWASA is or will be a party, and the consummation by ONWASA of the Contemplated
Transactions, do not and will not, with or without notice or passage of time or both; (a) require
any filing with, or permit, authorization, consent or approval of, any Governmental Authority or
any other Person, (b) result in a violation or breach of, or constitute a default (or give rise to any
right of termination, amendment or acceleration) under, or require any consent, approval or
waiver under, any agreement, contract or instrument to which ONWASA is a party, or (c) violate
any Order or Law applicable to ONWASA.
3.4 Brokers or Finders. To the extent either Party 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 shall be responsible for any fee or any other commission or
similar fee due such Person in connection with any of the Contemplated Transactions.

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ARTICLE 4
COVENANTS
4.1 Interim Systems Operations. Except as required by this Agreement, prior to
Closing, Pluris shall operate the Systems in the Ordinary Course of Business.
4.2 Access. Prior to Closing, Pluris shall afford ONWASA and its representatives
reasonable 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 may reasonably require. In addition, Pluris
shall furnish ONWASA with such operating data, books, records and other information relating
to the Systems as ONWASA may from time to time reasonably request. ONWASA and its
representatives may, with reasonable prior notice and without unreasonably interfering with
Pluris' operations, at ONWASA's sole expense, conduct such diligence and investigations of the
Systems as ONWASA deems reasonably necessary or appropriate, including (a) conducting one
or more surveys of certain parcels of the Owned Real Property and of all tracts subject to any
new easements, (b) performing water system sampling, (c) performing soil, surface and ground
water sampling, monitoring, borings and testing and any other tests, investigations, audits,
assessments, studies, inspections or other procedures relating to environmental conditions or
Hazardous Materials and (d) conducting financial analyses with respect to the Systems or
Systems Assets. Pluris shall cooperate with ONWASA and its representatives in conducting
such diligence and investigations (collectively, the "Tests"). ONWASA shall give reasonable
written or telephonic advance notice to Pluris of any Tests it or its agents will perform. This
notice shall specify the nature of the Tests to be performed, the approximate time the Tests will
be performed, and the entity performing the Tests. ONWASA shall not be liable for the removal
of or damage to any small trees or other vegetation which may reasonably occur in connection
with the Tests. ONWASA shall otherwise repair any damage to the Real Property to materially
the same condition as prior to such Tests caused by its exercise of the rights granted under this
Section. This obligation shall survive any termination of this Agreement. ONWASA and its
representatives agree to keep the results of such access, diligence, and investigations, and all
materials delivered by Pluris to ONWASA, confidential in accordance with that "Confidentiality
Agreement" dated October 4, 2022 between the Parties (the "Confidentiality Agreement").
4.3 Pre -Closing Actions.
(a) Efforts to Close. Prior to Closing, upon the terms and subject to the conditions of
this Agreement, ONWASA and Pluris shall use their respective reasonable best efforts to take, or
cause to be taken, all actions, and to do, or cause to be done and cooperate with each other in
order to do, all things necessary, proper or advisable to consummate the Contemplated
Transactions promptly, including the preparation and filing of all forms, documents, filings and
notices required to be filed to consummate the Contemplated Transactions 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, Pluris 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 (financial or otherwise), assets or results of operations of the
Systems, taken as a whole, or (ii) has resulted in, or could reasonably be expected to result in,
any representation or warranty made by Pluris hereunder nct 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 Closing Date; or the failure of any of the
conditions set forth in Section 5.2 to be satisfied on or before the Closing Date. In addition,
Pluris shall promptly notify ONWASA of any Action commenced or threatened against or
relating to the Systems, 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 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 (financial or otherwise), assets or results of operations
of ONWASA, or (ii) 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 Closing Date; or the failure of any of the
conditions set forth in Section 5.3 to be satisfied on or before the Closing Date. In addition,
ONWASA shall promptly notify Pluris of any Action commenced or, threatened against or
relating to the consummation of the Contemplated Transactions.
(c) Acquisition Proposals. Prior to the earlier of Closing and a termination of this
Agreement, Pluris shall not, directly or indirectly, accept, solicit, 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 (an "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 thereafter have
no further contact with such Person regarding the Acquisition Proposal.
4.4 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 ONWASA the
following:

16
(i) a bill of sale in the form attached as Exhibit A, executed by Pluris;
(ii) a special warranty deed in recordable form with respect to the Real
Property in the form of Exhibit B attached hereto, 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 1445 of the Code, executed by
Pluris;
(iv) an assignment and assumption agreement (the "Assumption
Agreement"), in the form attached hereto as Exhibit C, with respect to all Assumed Contracts,
executed by Pluris;
(v) a certificate, certifying: (A) as complete and accurate all requisite
resolutions or actions of Pluris' Manager approving the execution and delivery of each of the
Transaction Documents and the consummation of the Contemplated Transactions and (B) the
incumbency and signatures of the 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 reasonably
requested by ONWASA, to vest in ONWASA title to the Systems Assets, executed by Pluris;
(vii) an opinion of Pluris' counsel that (a) all Transaction Documents have been
authorized, executed and delivered by Pluris and constitute valid, binding and enforceable
obligations of Pluris, (b) Pluris has taken all corporate action required to carry out the
Contemplated Transactions, (c) Pluris has obtained all regulatory approvals required to carry out
the Contemplated Transactions as set forth in the Transaction Documents, (d) the Contemplated
Transactions and their consummation will not violate any order, decree, law or administrative
regulation to which Pluris is subject, and (e) no litigation is pending or, to counsel's knowledge,
overtly threatened in writing, that would prevent Pluris from carrying out its obligations under
the Transaction Documents; and
(viii) such other documents or instruments as are necessary to consummate the
Contemplated Transactions.
(b) ONWASA Deliveries. ONWASA shall deliver or cause to be delivered to Pluris
the following:
(i) the Assumption Agreement, executed by ONWASA;
(ii) a certificate, certifying: (A) as complete and accurate all requisite resolutions
or actions of ONWASA's Board of Directors approving the execution and delivery of each of the
Transaction Documents and the consummation of the Contemplated Transactions and (B) the

17
incumbency and signatures of ONWASA's Chairman and other officers of ONWASA executing
this Agreement and the other Transaction Documents executed by ONWASA's Chairman and
such other officers;
(iii) a cash payment (the "Cash Payment") in an aggregate amount of forty-eight
million three hundred thousand dollars ($48,300,000.00), by wire transfer of immediately
available funds 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.
4.5 Property Tax. All local property taxes on the Systems Assets shall be paid at or
before Closing by Pluris. There shall be no proration of the property taxes between the parties
on a calendar year basis as of the Closing Date. Such property taxes are and shall be the
responsibility of Pluris. If paid at Closing, the property taxes shall be deducted from the
consideration otherwise to be received by Pluris for the Systems Assets under Section 1.1(d).
4.6 Public Announcement. After the Closing, the Parties shall prepare and issue a
joint public announcement with respect to the Contemplated Transactions, the form and content
of which shall be mutually agreed by the Parties.
4.7 Employee Matters. The Parties acknowledge that, following the Closing,
ONWASA agrees to interview and consider employment of the Operators in Responsible Charge
of the Systems as well as other Pluris personnel that ONWASA may deem necessary.
ONWASA is under no obligation to hire such individuals. Pluris has made ONWASA aware of
those employees that Pluris intends to retain, and ONWASA agrees to neither interview nor offer
employment to those Pluris employees within six months of Closing. Accordingly, Pluris shall
be solely responsible and liable for the following obligations and liabilities (collectively, the
"Employee Liabilities"): (a) all compensation and other amounts payable to any current or
former employee, officer, independent contractor or consultant of Pluris, including wages, hourly
pay, commission, bonus, salary, accrued vacation, fringe, pension and profit sharing benefits,
severance and retention pay, reimbursement payments and any other employee benefits for any
period relating to service with Pluris at any time (whether prior to or after the Closing); (b) the
satisfaction of all claims for medical, dental, life insurance, health accident or disability benefits
brought by or in respect of current or former employees, officers, independent contractors or
consultants of Pluris or the spouses, dependents or beneficiaries thereof (whether such claims
relate to events occurring on or after the Closing); and (c) all indemnity obligations owed to,
reimbursement payments payable to, and all worker's compensation claims of, any current or
former employee, officer, independent contractor or consultant of Pluris (whether relating to
events occurring prior to or after the Closing).
4.8 Post -Closing Matters.
(a) Delivery of Systems Assets. Simultaneously with the Closing, the Parties shall

18
execute and deliver all deeds, bills of sale, instruments of conveyance, assignments and other
documents and take and do all such other actions and things as necessary, or reasonably
requested by ONWASA, to assign and transfer to ONWASA all of Pluris' rights, title and
interest in and to the Systems Assets. Furthermore, each Party will cooperate with the other
Party and execute 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 Party as
necessary or advisable to carry out the purposes of this Agreement and to properly transition the
Systems to ONWASA.
(b) Post -Closing Possession. ONWASA agrees to grant to Pluris a period of three (3)
months post -closing to vacate the office building at the site of the Pluris, LLC Sneads Ferry
Plant, during such time no rent shall be charged to Pluris. Pluris shall be responsible for any/all
utilities and building maintenance during this time. This period may be shortened at the
discretion of Pluris upon written notice to ONWASA.
(c) Mail and Records. After the Closing, Pluris shall forward and deliver to
ONWASA all mail, notices and other correspondence received by Pluris relating to the Systems
or the Systems Assets. After the Closing, during normal business hours and subject to the
Confidentiality Agreement, Pluris will permit ONWASA's representatives to have reasonable
access to and examine any books and records of Pluris relating to the Systems that are not
delivered to ONWASA pursuant to this Agreement. Pluris agrees not to destroy any such books
and records except in accordance with applicable Law and its internal document retention
policies.
(d) Cooperation. After the Closing, Pluris shall cooperate with ONWASA as
reasonably requested in order to facilitate the transition of the Systems to ONWASA. To the
extent that Pluris' rights under any Assumed Contract, or any other Systems Assets, may not be
assigned to ONWASA without the consent of another Person which has not been obtained, this
Agreement shall not constitute an agreement to assign the same if an attempted assignment
would constitute a breach thereof or be unlawful.
4.9 Customer List, Deposits, and Payments.
(a) Customer List. At least sixty (60) days prior to the Closing, Pluris shall provide
ONWASA with a complete and accurate list in all material respects (the "Customer List") of
the following information with respect to each Systems' customer, including all active Systems'
accounts (collectively, the "Customer Information"): 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 meter reading applicable to such recent invoice; the date and amount of all other
outstanding invoices due from such customer; the most recent meter reading (and date thereof);
and, to the extent available, email address and phone number.
(b) Customer Deposits. Pluris shall transfer Customer Deposits held by it as of
Closing to ONWASA. Within ten (10) business days after the Closing, Pluris shall provide to

19
ONWASA an updated Customer List with respect to each Systems customer as of the Closing,
and such updated Customer List shall reflect the amount of all Customer Deposits held by Pluris
as of Closing.
(c) Customer Invoicing. After the Closing, ONWASA shall issue all invoices to
Systems customers for Systems services. Pluris shall be entitled to all amounts due from
Systeuis customers for Systems services with respect to periods ending on or before the Closing
Date (collectively, the "Pluris Revenues"). ONWASA shall be entitled to all amounts due from
Systems customers for Systems services with respect to all periods after the Closing Date
(collectively, the "ONWASA Revenues"). With respect to any payment received from a
Systems customer for Systems services for a period which begins on or before the Closing Date
and ends after the Closing Date, the payment shall be prorated on a per diem basis for such
period using the pre -Closing meter reading provided by Pluris and the post -Closing meter
reading by ONWASA and apportioned between the Parties as contemplated above in this Section
4.9(c). After the Closing, if a Party receives any amount to which the other Party is entitled
under this Section 4.9, the receiving Party shall remit such amount to such other Party within
thirty (30) days of receipt.
(d) New Lines. Prior to the Closing, Pluris shall continue to install lines and facilities
in accordance with its existing standards and specifications as necessary to provide Systems
services, comply with existing development agreements, or comply with applicable Laws, which
may include the installation or construction of any mains, collection lines, pipes, lift stations; or
other facilities. Pluris will provide a quarterly update to ONWASA describing any such new
facilities installed or constructed after the Effective Date and prior to Closing.
ARTICLE 5
CONDITIONS TO CLOSING
5.1 Conditions to the Obligations of All Parties. The obligation of each Party to
consummate the Contemplated Transactions is subject to the fulfillment or satisfaction, on or
prior to the Closing Date, of each of the following 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 making the Contemplated Transactions illegal or otherwise restrains,
enjoins or otherwise prohibits the consummation of the Contemplated Transactions.
(b) Consents. All consents, authorizations and approvals of any Governmental
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 of ONWASA to Effect the Closing. The obligation of
ONWASA to consummate the Contemplated Transactions is subject to the fulfillment or

20
satisfaction, on or prior to the Closing Date, of each of the following conditions:
(a) Representations and Warranties. All of the representations 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 warranties 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 Closing Date.
(b) Pluris Covenants. Pluris shall have in all material respects performed and
complied with the obligations and covenants required by this Agreement to be performed or
complied with by Pluris on or prior to the Closing Date.
(c) Closing Deliveries. Pluris shall have delivered, and duly executed where
appropriate, to ONWASA each of the items set forth in Section 4.4(a).
(d) Litigation. There shall not have been commenced or threatened against
ONWASA any Action by any third party (i) involving any challenge to, or seeking damages or
other relief in connection with, Pluris' ability to perform any of the Contemplated Transactions
or (ii) that may have the effect of preventing, delaying, making illegal, imposing limitations or
conditions on or otherwise interfering with Pluris' ability to perform any of the Contemplated
Transactions.
(e) Releases. Pluris shall have obtained releases of, or shall otherwise have made
provision satisfactory to the ONWASA for the release of, all Encumbrances upon the Systems
Assets other than Permitted Encumbrances.
(f) Third Party Consents. All consents, authorizations and approvals of any third
party required to be obtained before consummation of the Contemplated Transactions (including
those consents and approvals listed in Sections 2.3 and 3.3) shall have been obtained.
(g) Revenue bonds have been issued by ONWASA to secure the payment of the Cash
Payment.
(h) Material Adverse Change. There shall not have occurred any material adverse
change (or any event or events that, individually or in the aggregate, with or without the passage
of time, could reasonably be expected to result in a material adverse change) in the business,
condition (financial or otherwise), assets or results of operations of the Systems, taken as a
whole.
The foregoing conditions are for the sole benefit of ONWASA and may be waived by
ONWASA, in whole or in part, at any time in the sole discretion of ONWASA.
5.3 Conditions to Obligation of Pluris to Effect the Closing, The obligation of Pluris
to consummate the Contemplated Transactions is subject to the fulfillment or satisfaction, on or
prior to the Closing Date, of each of the following conditions:

21
(a) Representations and Warranties. All of the representations and warranties of
ONWASA set forth in this Agreement that are qualified as to materiality shall be true and correct
and all such representations and warranties 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 Closing Date.
(b) ONWASA Covenants. ONWASA shall have in all material respects performed
and complied with the obligations and covenants required by this Agreement to be performed or
complied with by ONWASA on or prior to the Closing Date.
(c) Closing Deliveries. ONWASA shall have delivered, and duly executed where
appropriate, to Pluris each of the items set forth in 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, ONWASA's ability to perform any of the Contemplated Transactions or (ii)
that may have the effect of preventing, delaying, making illegal, imposing limitations or
conditions on or otherwise interfering with ONWASA's ability to perform any of the
Contemplated Transactions.
(e) Third Party Consents. All consents, authorizations and Regulatory Approvals
listed in Section 2.3 shall have been obtained.
(f) ONWASA shall have paid the Cash Payment to Pluris.
The foregoing conditions are for the sole benefit of Pluris and may be waived by Pluris,
in whole or in part, at any time in the sole discretion of Pluris.
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 Pluris;
(b) By ONWASA or Pluris, by written notice to the other Party, if any Governmental
Authority (other than ONWASA) shall have issued or entered any Order or taken any other
action, which has the effect of making the Contemplated Transactions illegal or otherwise
permanently restrains, enjoins or otherwise prohibits the Contemplated Transactions;
(c) By Pluris, by written notice to ONWASA, if ONWASA shall have breached in
any material respect any of its representations, warranties, covenants or agreements contained in
this Agreement, and such breach has not been cured by ONWASA within ten (10) days after its
receipt of written notice of such breach from Pluris;

22
(d) By ONWASA by written notice to Pluris if Pluris shall have breached in any
material respect any of its representations, warranties, covenants or agreements 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 ONWASA, by written notice to Pluris, if ONWASA is not satisfied with its
due diligence investigation of the Systems Assets, the Assumed Liabilities and the business,
condition (financial or otherwise), assets and results of operations of the Systems; or
(f) 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 of Termination. Upon the termination of this Agreement in accordance
with Section 6.1, the Parties shall have no further liability or obligation under this Agreement
except (a) that no such termination shall relieve any Party from 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 ($200,000.00) Deposit paid on the signing
of the Memorandum of Intent shall be repaid to ONWASA by Pluris if the termination was due
to, the failure to approve the transaction by the Local Government Commission, or the inability
of ONWASA to issue revenue bonds or otherwise obtain financing to secure the Cash Payment.
In the event of a termination under any other circumstance, Pluris shall retain the Deposit.
ARTICLE 7
IRESERVEDI
ARTICLE 8
MISCELLANEOUS
8.1 Expenses. Except as otherwise expressly provided in this Agreement, each Party shall
bear its expenses incurred in connection with the preparation and performance of the Transaction
Documents and the Contemplated Transactions.
8.2 Notices. All notices, consents, waivers and other communications under this
Agreement must be in writing and will be deemed to have been duly delivered and received (a)
when delivered 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 appropriate physical addresses set forth below (or to such other physical
addresses as a Party may designate by notice in writing to the other Parties):

23
If to ONWASA: Onslow Water and Sewer Authority
228 Georgetown Rd.
Jacksonville, North Carolina 28540
Attn: Chief Executive Officer
with copy to:
(which copy shall not
constitute notice)
If to Pluris:
with copy to:
(which copy shall not
constitute notice)
Kitchen Law, PLLC
502 Main St. Ext., Unit 110
Swansboro, NC 28584
Maurice W. Gallarda, PE
Manager
Pluris
5950 Berkshire Lane
Suite 800
Dallas, TX 75225
Daniel C. Higgins
Emily D. Iverson
Burns, Day & Presnell, PA
Suite 560
2626 Glenwood Avenue
Raleigh, NC 27608
8.3 Entire Agreement. Amendments and Waivers. This Agreement constitutes the
entire agreement and supersedes all prior agreements and understandings, both written and oral,
among the Parties with respect to the subject matter hereof. This Agreement may be amended
only by a written instrument signed by all Parties expressly stating that such instrument is
intended to amend this Agreement. A Party's failure or delay in exercising any right, power or
privilege under this Agreement or the other Transaction Documents will not operate as a waiver
of such right, power or privilege, and no single or partial exercise of any such right, power or
privilege will preclude any other or further exercise of such right, power or privilege or the
exercise of any other right, power or privilege. A waiver by any Party of any term or condition
of this Agreement in any one instance shall not be deemed or construed to be a waiver of such
term or condition in 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.
8.5 Assignments, Binding Nature and No Third Party Rights. Neither this Agreement
nor any of the rights, liabilities or obligations hereunder may be assigned or delegated by either
Party without the prior written consent of the other Party; provided, however, that: (i) after the
Closing, ONWASA may assign this Agreement, and any or all of its rights, liabilities and

24
obligations under this Agreement, without the prior written consent of Pluris; and (ii) Pluris may
assign this Agreement without the prior written consent of ONWASA as part of a Section 1031
like -kind exchange under the Code under the terms set forth in this Section. If Pluris elects to sell
the Real Property by means of a Section 1031 like -kind exchange, ONWASA shall cooperate
with Pluris in effecting that 1031 exchange; provided, however, that such 1031 exchange shall
not: (i) delay the Closing; (ii) change the consideration otherwise to be paid for the Real Property
or the Systems Assets under this Agreement; (iii) expose ONWASA to any obligation, liability,
or cost whatsoever (including, without limitation, any responsibility or liability of any kind for
the failure 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 ONWSA to hold title to any property; or (v) relieve Pluris of any of its
agreements 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 respective successors and
permitted assigns. No such assignment shall release the assigning Party from any liability or
obligation under this Agreement without the prior written consent of the other Party. Any such
assignment made in breach of this Section 8.5 will be void and of no force or effect. Nothing
expressed or referred to in this Agreement will be construed to give any Person other than the
Parties any legal or equitable right, remedy or claim under or with respect to this Agreement.
This Agreement and all of its terms and conditions are for the sole and exclusive benefit of the
Parties and their successors and permitted assigns.
8.6 Severability. 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 will remain in full force and effect to the extent not held invalid or unenforceable.
9.7 Governing Law. This Agreement and all matters arising out of or in connection
with this Agreement and its Exhibits and Schedules (whether arising in contract, tort, equity or
otherwise), including the construction and interpretation thereof, shall be governed by the Laws
of the State of North Carolina (including its statutes of limitations) without regard to conflicts of
laws principles.
8.8 Electronic Signature. This Agreement may be executed in two or more
counterparts, each of which will be deemed to be an original copy of this Agreement and all of
which, when taken together, will be deemed to constitute one and the same agreement. This
Agreement may be executed by one or more facsimile signatures, or signatures transmitted by
other electronic means (including via e-mail in a .pdf copy). The Parties agree that any
signature, 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 convenience only and will not affect its construction or
interpretation. All references to a "Section" or "Article" refer to the corresponding Section or
Article of this Agreement, except as otherwise expressly set forth in this Agreement. The Parties

25
have participated jointly in the negotiation and drafting of this Agreement. If an ambiguity or
question of intent or interpretation arises, this Agreement shall be construed as if drafted jointly
by the Parties, and no presumption or burden of proof shall arise favoring or disfavoring any
Party by virtue of the authorship of any of the provisions of this Agreement. In this Agreement
unless a clear contrary intention appears: (a) reference to any agreement or instrument means
such agreement or instrument as amended or modified and in effect from time to time in
accordance with the terms thereof; (b) "hereunder," "hereof," "hereto" and words of similar
import shall be deemed references to this Agreement as a whole and not to any particular Article,
Section or other provision thereof; (c) "including" (and with correlative meaning "include")
means including without limiting the generality of any description preceding such term; and (d)
the terms "dollars" and ' $" mean United States Dollars. Neither the specification of any amount
nor the inclusion 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 conferred herein upon or reserved to a Party is
intended to be exclusive and every such remedy shall be cumulative and shall be in addition to
every other remedy given hereunder or now or hereafter 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 item which is disclosed
on any Schedule shall be deemed disclosed on each other Schedule to the extent that its
relevance or applicability to information called for by such other Schedule is reasonably apparent
in the disclosure on the face of 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 subsection of this Agreement that corresponds in number to the
relevant Section or subsection of such Schedule and, except as expressly set forth in such
Schedule or as provided in the preceding sentence, will not be deemed or construed as a
disclosure or exception with respect to any other provision of this Agreement. No disclosure in
the Schedules relating to any possible breach or violation of any agreement or Law shall be
construed as an admission or indication that any such breach or violation exists or has actually
occurred. In the event of any inconsistency between the statements in the body of this
Agreement and those in any Schedule (other than an exception expressly set forth as such in a
Schedule), the statements in the body of this Agreement will control.
8.11 Dispute Resolution. Any dispute involving this Agreement shall be determined
by the appropriate division of the General Court of Justice in Onslow County, North Carolina.
8.12. Conflicting Terms. To the extent the provisions of this Agreement conflict with
the terms of that "Memorandum of Intent" dated February 16, 2023 executed by the Parties, the
provisions of this Agreement shall control.
8.13. Surviving _Obli atg ions. Any obligations which are expressly provided to survive
the Closing (including Articles 2 and 3) or any provision which by its nature and effect must be
observed, kept, or performed after the Closing (including Article 8) shall survive the Closing and
shall remain binding upon and for the benefit of the Parties until fully observed, kept, or

26
performed in accordance with its terms.
8.14. Definitions. For all purposes of this Agreement, except as otherwise expressly
provided or unless the context clearly requires otherwise:
"Action" means any claim, demand, action, cause of action, lawsuit, litigation, arbitration,
inquiry, notice of violation, audit, proceeding, summons, subpoena or investigation of any kind
or nature, whether at law or in equity and whether civil, criminal, administrative, regulatory or
otherwise.
"Agreement" means this Systems Purchase Agreement, together with the Exhibits and the
Schedules attached hereto, as amended from time to time.
"Assumed Contracts" means the contracts listed on Schedule 1.1(a)(vi).
"Assumption Agreement" has the meaning set forth in Section 4.4(a)(ii).
"Cash Payment" has the meaning set forth in Section 4.4(b)(iii).
"Closing" refers to the closing of the Contemplated Transactions.
"Closing Date" has the meaning set forth in Section 1.2.
"Code" means the Internal Revenue Code of 1986, as amended.
"Contemplated Transactions" means all the transactions contemplated by this Agreement and the
other Transaction Documents.
"Customer Deposits" means all deposits received by Pluris from Systems customers with respect
to the Systems services.
"Customer Information" has the meaning set forth in Section 4.9(a).
"Customer List" has the meaning set forth in Section 4.9(a).
"Easements" means all easements, rights of way, rights, privileges and appurtenances, including
proofs of dedication, in which Pluris has any right, title or interest and which are used or held
solely for use by Pluris in connection with the Systems.
"Effective Date" has the meaning set forth in the Preamble.
"Employee Liabilities" has the meaning set forth in Section 4.7
"Encumbrances" means any and all liens, charges, security interests, options, claims, mortgages,

27
pledges, proxies, voting trusts or agreements, obligations, covenants, easements, servitudes,
rights of way, encroachments, understandings or arrangements or other restrictions on title or
transfer of any nature whatsoever.
"Environmental Claim" means any Action, including any enforcement matter, investigation or
notice (written or oral), by any Person alleging actual or potential liability for non-compliance,
investigatory, cleanup or governmental response costs, or natural resources or property damages,
or personal injuries, attorney's fees or penalties relating to (a) the presence, release, or threatened
release of any Hazardous Materials at any Owned Real Property location, (b) circumstances
forming the basis of any violation of any Environmental Law by Pluris, or (c) the release or
threatened release of any Hazardous Materials by Pluris.
"Environmental Law" means each and every Law relating to pollution, 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
regulation relating to emissions, discharges, releases or threatened releases of Hazardous
Materials, or otherwise relating to the manufacturing, processing, distribution, use, treatment,
generation, storage, containment (whether above ground or underground), disposal, transport or
handling of Hazardous Materials, or the preservation of the environment or mitigation of adverse
effects thereon and each Law with regard to, without limitation, compliance, record keeping,
notification, disclosure and reporting requirements respecting Hazardous Materials.
"Financial Statements" has the meaning set forth in Section 2.4.
"Governmental Authority" means any federal, state, or local government, or any court,
governmental division or department, administrative agency or commission or other
governmental or quasi -governmental authority or instrumentality of any nature, domestic or
foreign or any arbitral tribunal.
"Hazardous Materials" means chemicals; pollutants; contaminants; wastes; toxic or hazardous
substances (including substances listed as hazardous under the United States Comprehensive
Environmental Response, Compensation and Liability Act (CERCLA), the Resources
Conservation Recovery Act (RCRA), 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, local, municipal, or other constitution, law,
ordinance, principle of common law, code, regulation, rule, order or statute as amended,
modified, codified, replaced or reenacted, in whole or in part, and in effect from time to time,
including rules and regulations promulgated thereunder.
"Losses" means all damages, liabilities, obligations, deficiencies, Actions, judgments, interest,

28
awards, penalties, fines, costs and other losses and expenses of every kind and nature, including
reasonable attorneys' fees; but excluding punitive, indirect, exemplary, and consequential
damages.
"ONWASA" has the meaning set forth in the Preamble.
"ONWASA Revenues" has the meaning set forth in Section 4.9(c).
"ONWASA's Knowledge" means the actual knowledge of ONWASA's Chief Executive Officer.
"Order" means any order, injunction, judgment, decree, ruling, assessment or arbitration award
of any Governmental Authority or arbitrator.
"Ordinary Course of Business" means, with respect to any action of Pluris, that such action is
taken in the ordinary course of normal, day-to-day operations of Pluris and is consistent with
Pluris' past practices.
"Other Contracts" has the meaning set forth in Article 9.
"Owned Real Property" has the meaning set forth in Section 2.9(b).
"Party" or "Parties" has the meaning set forth in the Preamble.
"Permits" means all permits, licenses, consents, approvals, authorizations, certificates,
registrations, variances and similar rights obtained, or required to be obtained, from
Governmental Authorities.
"Permitted Encumbrances" means any equipment, software, or other leases assumed by
ONWASA under the Assumption Agreement, Encumbrances for ad valorem Taxes for the then
current year, and all matters of record as of the Effective Date. Deeds of Trust and financing
agreements, if any, shall not be "permitted encumbrances". If paid off at Closing, Deeds of Trust
and/or financing agreements shall be deducted from the consideration otherwise to be received
by Pluris for the Systems Assets under Section 1.1(d).
"Person" means a natural person, partnership, corporation, limited liability company, business
trust, joint stock company, trust, unincorporated association, joint venture, Governmental
Authority or other entity or organization.
"Pluris Revenues" has the meaning set forth in Section 4.9(c).
"Pluris' Knowledge" and the "Knowledge of Pluris" mean the actual knowledge of. (i) with
respect to Pluris, LLC, Dwight Peterson; and (ii) with respect to Pluris Webb Creek, LLC,
William Andrews.

29
"Policies" has the meaning set forth in Section 2.14.
"Systems Assets" has the meaning set forth in Section 1.1(a).
"Real Property" has the meaning set forth in Section 2.9(a)(i).
"Required Easements" means all easements, rights of way, rights, privileges and appurtenances,
including proofs of dedication, 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 North Carolina.
"Tax" or "Taxes" means all taxes, charges, fees, duties, levies, penalties or other assessments
imposed by any federal, state, or local Govermnental Authority, including income, gross
receipts, excise, property, sales, gain, use, license, custom duty, unemployment, transfer,
franchise, payroll, withholding, social security, minimum estimated, profit, gift, severance, value
added, disability, premium, recapture, credit, occupation, service, leasing, employment, stamp
and other taxes, and shall include interest, penalties or additions attributable thereto or
attributable to any failure to comply with any requirement regarding Tax Returns.
"Tax Return" means any return, declaration, report, claim for refund, or information 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
amendment thereof.
"Transaction Document' means this Agreement, the certificates, agreements, instruments and
documents delivered by a Party pursuant to Section 4.4 and all other certificates, agreements,
instruments and documents executed and delivered by a Party in accordance with this
Agreement.
[The remainder of this page is blank. Signature page follows.]

30
IN WITNESS WHEREOF, the undersigned have executed and delivered this
Agreement as of the Effective Date.
PLURIS:
Pluris, LLC,
a P orth Carolina limited liability company
By Its Manager:
Plurs Mvisors, LLC,
a Texas(limited liabili
Manager
Pluris Webb Creel:, LLC,
a North Carolina limited liability company
By Its Manager:
Pluris Apvisors, LLC,
a Texas limited liablli;
By: vy W" v
Nameff le: Maurice Oallarda, Manager

31
ONWASA:
Onslow Water and Sewer Authority,
an authority organized under the North Carolina
Water and Sewer Author' 'es Act
By:
ichael R e Be ett
Chairman

32
This instrument has been preaudited in the manner required by the Local Government Budget
and Fiscal Control Act, and is contingent upon the Local Government Commission approval of
revenue bond issuance.
-Iury-� ) � C ((�,
Finance Officer 6

SCHEDULE 1.1(a)(v)
List of Transferrable Permits
Listed on the following pages are what are understood to be transferrable North Carolina
Department of Environmental Quality ("NCDEQ-) permits held by Pluris, LLC and Pluris Webb
Creek, LLC. All permits are kept on file at each utility and are also available on file at the
Wilmington office of the NCDEQ. Some permits have been consolidated into single permits as
identified in the listing. Dwight Peterson with Pluris, LLC and William Andrews with Pluris Webb
Creek, LLC may be reached for additional information.
As ONWASA is not regulated by the NCUC, the Certificates of Public Convenience and Necessity
held by Pluris, LLC and Pluris Webb Creek, LLC will not be transferred to ONWASA.
Pluris, LLC
Permit #
NCDEQ Permits
Name
Description
W00005849
MBR and Lagoons
Treatment Plant
WQCS00275
Systemwide Collection System
Gravity and Force Mains
W00034486
North Topsail Sneads Ferry North Basin (consolidated)*
Collection System
WQ0034485
North Topsail Sneads Ferry South Basin
Collection System
(consolidated)*
WQ0034483
North Topsail Sneads Ferry North Beach Basin
Collection System
(consolidated)*
* Consolidated - a number of individual permits included in consolidation and each individual permit is on file at
Pluris
Pluris Webb Creek, LLC
Permit #
Name
Description
NCO089877
Webb Creek MBR
Treatment Plant
WQCS00230
Webb Creek Collection System
Gravity and Force Mains
WQ0018455
Fox Den
Duplex Lift Station
WQ0016303
Fox Trace Section #4 Phase 5
Duplex Lift Station
WQ0034087
Jacks Branch
Duplex Lift Station
WQ0034087
Jacks Branch Modification
Duplex Lift Station
W00001237
Dayrell Point
Duplex Lift Station
WQ0031256
Quails Roost
Duplex Lift Station
WQ0010030
Buckhead
Duplex Lift Station

WQ0003776
Fox Trace Phase 2
Duplex Lift Station
WQ0014883
Fox Trace
Duplex Lift Station
WO0014479
Fox Trace Point 2
Duplex Lift Station
W00024807
Creeker Town
Duplex Lift Station
WQ0024807
Fox Trace Point
Duplex Lift Station
WQ0005997
Queens Creek
Duplex Lift Station
WQ0004263
Fox Trace
Duplex Lift Station
WQ0013643
Fox Trace Section 5
Duplex Lift Station
WQ0020566
Fox Lair
Duplex Lift Station
WQ0022596
Buckhead
Duplex Lift Station
WO0022596
Buckhead Modification #1
Duplex Lift Station
WQ0014111
Sand Ridge Elementary School
Duplex Lift Station
W00007887
Fox Trace Section 3 #1
Duplex Lift Station
WQ0007887
Fox Trace Section 3 Modification 1
Duplex Lift Station
WQ0003776
Fox Trace Section 2
Duplex Lift Station
WQ0012444
Fox Trace Section 4 Phase 6
Duplex Lift Station