20052132 Ver 1_General Correspondence_20080117

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KILPATRICK
\ STOCKTON LLP
Attorneys at Law
January 17, 2008
BY HAND DELIVERY
Ms. Cyndi Karoly
Supervisor, Wetlands Unit
Division of Water Quality
2321 Crabtree Blvd., Suite 250
Raleigh, North Carolina 27604
Suite 400 3737 Glenwood Avenue
Raleigh NC 27612
t 919 420 l 700 f 919 420 1800
www. Ki lpatrickS tockton. com
Carolyn A. Bachl
direct dial 919 420 1702
direct fax [phone]
CBachl@Ki IpatrickStockton.com
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Re: Sandy Point Waterfront Development, Edenton, Chowan County
DWQ #OS-2132; USACE Action ID. No. 200511135
Dear Cyndi:
On behalf of The Fund for Sandy Point North Carolina, LLC (FSP), I am transmitting
for your records the Declaration of Covenants and Restrictions executed and recorded by
FSP in accordance with the 401 Certification issued by the Division of Water Quality on
September 14, 2006 and the 404 Permit issued by the United States Army Corps of
Engineers (USACE) on October 18, 2007 for the above-referenced project. Please call me if
you have any questions about this.
Sincerely,
C` ~ - ~~ ~~
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Carolyn A. Bachl
CAB/dck
Enclosure
cc: Sam Young, FSP
Tracey Wheeler, USACE
US2000 I OSfi9494. I
ATLANTA AUGUSTA CHARLOTTE LONDON NEW YORK RALEIGH STOCKHOLM WASHINGTON WINSTON-SALEM

FILED in CHOWAN County, NC
on 01/16/08 at 09:55am
By: SUSAN S ROUNTREE
REGISTER OF DEEDS
BOOK 390 PAGE 527
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NORTH CAROLINA"
CHOWAN COUNTY
DECLARATION OF COVENANTS AND RESTRICTIONS
THIS DECLARATION OF COVENANTS AND RESTRICTIONS ("Restrictive
Covenant"), is made on this 14th day of January, 2008 by THE FUND FOR SANDY PO1NT
NORTH CAROLINA, L.L.C., (the "Declarant);"
WITNESSETH:
THAT WHEREAS, the Declarant is the owner of certain property located in Chowan
County, North Carolina, constituting approximately nine hundred thirty (930) acres, more or less,
which is more particularly described on Exhibit A attached hereto and incorporated herein by
this reference (the "Greater Property") and which the Declarant intends to develop as a mixed-
use community (the "Sandy Point Development"); '
WHEREAS, within the Greater Property there are areas that are wetlands as determined
by the United States Army Corps of Engineers, Wilmington District (the "Corps") through
Notifications of Jurisdictional Determination, Action Id. 200411800 (September 29, 2004),
Action Id. 200510629 (March 11, 2005), and Action Id. 200510637 (March 19, 2005), that may
be amended or superseded from time to time (the "Wetlands Areas"); and
NOW THEREFORE, the Declarant hereby unconditionally and irrevocably declares that
the Wetland Areas shall be held and subject to the following restrictions; covenants and
conditions, as set out herein, to run with the subject real property and to be binding on all parties
that have or shall have any right, title, or interest in said property.
1. Purposes. The purposes of this Restrictive Covenant are to preserve wetland
resources in the Wetlands Areas, as more particularly described below, to contribute to the
protection and improvement of water quality, flood prevention, fisheries, aquatic habitat, wildlife
habitat, and recreational opportunities; to maintain permanently the Wetlands Areas in their
052000 9354851.5

BOOK 390 PAGE 52B
natural condition, consistent with these purposes; and to prevent any use of the Wetlands Areas
that will significantly impair or interfere with these purposes, all subject to any permitted uses
and exceptions described herein and in accordance with the following permits issued to
Declarant: (a} Department of the Army Permit No. 2006-10042 dated October 18, 2007, and (b)
North Carolina Division of Water Quality ("DWQ"), Certification Water Quality Certification
No. 3587 dated September 14, 2006, (collectively, the "Permits"); which Permits may be
amended from time to time.
2. Permitted Uses. The Wetlands Areas shall be owned, exclusively controlled, and
maintained as far as practicable, in their pristine and natural state in perpetuity; provided,
notwithstanding anything to the contrary in this Restrictive Covenant, the following uses shall be
permitted in the Wetlands Areas (the "Permitted Uses"):
(a) Any use of the Wetlands Areas as expressly permitted in the Permits, Coastal
Area Management Act Major Development Permit No. 138-06 dated March 12, 2007 (the
"CAMA Permit"), as it may be amended from time to time, or High Density Stormwater
Permit No. SW7060113 dated April 18, 2006, as it maybe amended from time to time, (the
"Stormwater Permit") or as otherwise may be required by Declarant to comply with the
Permits, the CAMA Permit, or the Stormwater Permit, or other regulations or requirements
of the Corps, DWQ, or other governmental agencies with jurisdiction over the Wetlands
Areas; and
(b) The construction of trails, boardwalks, decks, pipes on pilings, educational and
directional signage, and natural viewing areas in compliance with all applicable regulations;
and
(c) The construction of roads on pilings, except that the total area of all such roads
within the Wetlands Areas shall not exceed 44,880 square feet and that the total number of
roads crossing the Wetlands Areas shall not exceed ten (10); and
(d) The construction of utility lines in a manner that does not cause a discharge of
dredged or fill material into waters of the United States (such as directional drilling); and
(e) Low impact landscaping, including the removal of underbrush, dead plants and
dead trees, that does not involve mechanized land clearing and that does not cause a
discharge of dredged or fill material into waters of the United States; and
(f) Low impact residential recreational uses that do not cause a discharge of dredged
or fill material into waters of the United States.
3. Effect. The covenants and restrictions contained in this Restrictive Covenant
shall be perpetual, shall run with the land, and shall be binding on Declarant and its successors
and assigns.
4. Designation of Portions of Greater Property Affected. Not later than
contemporaneously with the transfer of any subdivided parcel of the Greater Property to a third
US2000 9354851.5

BOOK 390 PAGE 529
party unrelated to Declarant, Declarant shall, either in that deed of transfer or a separate
instrument, attach a map illustrating the portions of the applicable subdivided parcel affected by
this Restrictive Covenant. Declarant reserves the right to alter the description of the affected area
in the event that it later discovers that such area is not described properly or in the event that all
or a portion of the original Wetlands Area is no longer to be considered a Wetlands Area as
provided in Section 9 below. Any alteration of the description of the Wetlands Areas shall be
approved by the Corps.
5. Restrictions on Use. Unless expressly reserved as a Permitted Use in this
Restrictive Covenant, any activity on or use of the Wetlands Areas is prohibited as inconsistent
with the purposes of the Wetlands Areas. Except for Permitted Uses, the Wetlands Areas shall
be maintained in its natural, scenic, wooded and open condition and restricted from any
development or use that would impair or interfere with the functions of the Wetlands Areas. The
following uses are prohibited, restricted, or reserved as indicated:
(a) Prohibited Uses. Except for the Permitted Uses, all activities that cause a
discharge of dredged or fill material into waters of the United States are prohibited.
(b) Agricultural, Timber Harvesting, Grazing and Horticultural Use. Agricultural,
timber harvesting, grazing, horticultural, and animal husbandry uses of the Wetlands Areas,
including the use of the Wetlands Areas for cropland, waste lagoons, or pastureland, is
prohibited.
(c) Construction. There shall be no roads, walkways, buildings, signs, building,
facility, mobile home, or other structure constructed or placed in the Wetlands Areas for
occupancy by humans or for storage of equipment or materials except for the Permitted
Uses.
(d) Dumping. Dumping of soil, trash, ashes, garbage, waste, abandoned vehicles,
appliances, machinery, or other material in the Wetlands Areas is prohibited.
(e) Grading, Mineral Use, Excavation, Dred igin~. Except for the Permitted Uses,
there shall be (i) no grading, filling, excavation, dredging, mining, or drilling for mineral
resources on the Wetlands Areas; (ii) no removal of topsoil, sand, gravel,. rock, peat,
minerals, or other materials from the Wetlands Areas; and (iii) no change in the topography
of the land in any manner except as necessary for the purpose of combating erosion or
incidental to any conservation management activities consistent with the purposes of the
Wetlands Areas.
(f) Streams, Wetlands, Water Quality, and Drainage Patterns. Except for the
Permitted Uses, there shall be no pollution or alteration of water bodies and no activities that
would be detrimental to water purity or that would alter natural water levels, drainage,
sedimentation, and/or flow in or over the Wetlands Areas or into any surface waters, or
cause soil degradation or erosion, nor diking, draining, dredging, channeling, filling,
leveling, pumping, impounding, or related activities, or altering or tampering with water
control structures, or devices, or disruption or alteration of the restored, enhanced, or created
US2000 9354851.5

BOOK 390 PAGE 530
drainage patterns. In addition, diverting or causing or permitting the diversion of surface or
underground water into, within or outside of the Wetlands Areas by any means, removal of
wetlands, polluting or discharging into waters, springs, seeps, or wetlands, or use of
pesticide or biocides is prohibited, except activities to restore natural hydrology or wetlands
enhancement as permitted by state and any other appropriate authorities.
(g) Disturbance of Vegetation and Natural Features. Except for the Permitted Uses,
there shall be no cutting, removal, mowing, harming, or destruction of any vegetation in the
Wetlands Areas or disturbance of other natural features in the Wetlands Areas except for
selective cutting and prescribed burning or clearing of vegetation and the application of
mutually approved pesticides for fire containment and protection, disease control, restoration
of hydrology, wetlands enhancement and/or control of non-native plants. There shall be no
disturbance of vegetation in natural areas involving restoration of hydrology or enhancement
or restoration of wetlands without prior approval from the Corps.
6. Additional Rights of Declarant. Declarant and its successors and assigns shall
have the right to undertake or continue the Permitted Uses on the Wetlands Areas. No provision
of this Restrictive Covenant shall be construed to impair the ability of Declarant and its
successors and assigns to sell the Wetlands Areas or Greater Property subject to this Restrictive
Covenant or to use the Wetlands Areas or Greater Property for collateral for borrowing purposes,
provided that any mortgage or lien arising from such loan shall be subordinated to this
Restrictive Covenant. Any deed to secure debt, deed of trust, or mortgage affecting any portion
of the Wetlands Areas or Greater Property shall at all times be subject and subordinate to the
terms of this Restrictive Covenant, and any party foreclosing any such deed to secure debt, deed
of trust, or mortgage, or acquiring title by deed in lieu of foreclosure, shall acquire title subject to
all of the restrictions and covenants of this Restrictive Covenant.
7. Enforcement. The preservation of the Wetlands Areas is a condition of the
Permits, and therefore, this Restrictive Covenant may be enforced by Declarant, the Corps, or
DWQ.
8. Transfer of Wetlands Areas and Greater Property. Nothing in this Restrictive
Covenant shall preclude Declarant and its successors and assigns from imposing additional
easements on the Wetlands Areas or other portions of the Greater Property or conveying any
interest in the Wetlands Areas to a donee eligible to hold property for conservation purposes
within the meaning of Section 170(h)(3) of the Internal Revenue Code and the regulations
promulgated thereunder.
9. Additional Limitations on Restrictions. In the event that any area is initially
designated as a Wetlands Area but later is no longer designated as a wetland because of changes
in state or federal law, state or federal regulations, state or federal policy, or changes in the
physical or hydrological characteristics of the land, this Restrictive Covenant shall, upon such
redesignation, no longer apply to such area.
US2000 93548515

BOOK 390 PAGE 531
10. Amendment. Except as provided in Section 4 above, this Restrictive Covenant
may be amended, modified, or terminated only by an agreement in writing, executed and
acknowledged by Declarant, the Corps, and DWQ (or their respective successors and assigns).
11. Interpretation. This Restrictive Covenant shall be construed and interpreted
under the laws of the State of North Carolina. Any ambiguities herein shall be resolved so as to
have maximum effect to the conservation purposes to be protected in this Restrictive Covenant.
12. Termination. If it is determined that conditions on or surrounding the Wetlands
Areas have changed to such an extent that it becomes impossible to fulfill the purposes set forth
in this Restrictive Covenant, a court with jurisdiction may, at the joint request of Declarant, the
Corps, and DWQ (or their respective successors and assigns) terminate the covenants and
restrictions in this Restrictive Covenant. If a condemnation of a part of the Wetlands Areas or of
the entire Wetlands Areas by a public authority or other authorized entity renders it impossible to
fulfill any of these purposes, the covenants and restrictions in this Restrictive Covenant may be
terminated through such condemnation proceedings. In addition, this covenant shall
automatically terminate with respect to any portion of the Wetlands Areas which the Corps
determines is no longer waters of the United States and which DWQ determines is not a
jurisdictional wetland under the rules of the North Carolina Environmental Management
Commission.
13. Severability. If any covenant or restriction of this Restrictive Covenant is found
to be invalid, the remaining provisions of this Restrictive Covenant, and the application of such
provision to persons or circumstances other than those as to which it is found to be invalid, shall
not be affected thereby.
IN WITNESS WHEREOF, the undersigned have executed the foregoing instrument the
day and year first above written.
THE FUND FOR SANDY POINT NORTH CAROLINA, L.L.C.
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U52000 9354851.5

STATE OF NORTH CAROLINA
COUNTY OF CHOWAN
BOOK 390 PAGE 532
I, the undersigned, a Notary Public of the County and State aforesaid, certify that the following
person(s) personally appeared before me this day, and
I have personal knowledge of the identity of the principal(s)
^ I have seen satisfactory evidence of the principal's identity, by a current state or
federal identification with the principal's photograph in the form of a
^ A credible witness has sworn to the identity of the principal(s);
each acknowledging to me that he or she voluntarily signed the foregoing document for the
purpose stated therein and in the capacity indicated: {~~r~~.,N'~
Date: JANUARY 14, 2008 ~%~~ :~
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MEADER W. HARRISS, III, Notary Public
(print name)
My commission expires: JULY 28, 2010
US2000 9354851.5

. EXHIBIT A BOOK 390 PAGE 533
The following three adjacent tracts of real estate in Fourth Township, Chowan County,
North Carolina, to-wit:
1. "Sandy Point Farm' and fishery, containing six hundred acres more or
less, bought in 1892 of W. D. Pruden, Trustee for Herbert H. Page et ux, by H. G. Wood
and described in the deed to him in Deed Book C ate page 274 in the Chowan County
Registry, and bounded South by Albemarle Sound and "Old Sandy Point" as described
below, and West by Julien Wood's "Mulberry Hill" place;
2.' "Old Sandy Point" and fishery, containing thirty-five acres more or less also
bought by the said H. G. Wood and described in the same said deed to him, and
bounded South and East by Albemarle Sound and North and West by "Sandy Point
Farm as described above;
3. The "Snow Hill" tract of land, containing from three hundred fifty acres to
five hundred acres, more or less, bought in 1899 of H. C. Privott et ux. by H. G. Wood
and described in the deed to him in Deed Book F at page 200 in the Chowan County
Registry, and bounded West by "Sandy Point Farm" as described above South by
Albemarle Sound, and East by T. H. Shepard's "Long Beach" tract;
THE NORTHERN BOUNDARY of the said tracts of real estate being subject to
that certain boundary agreement recorded in 1913 in Deed Book M at page 121 in the
Chowan County Registry;
AND THE WESTERN BOUNDARY of the said tracts of real estate being subject
to that certain boundary agreement executed and recorded in 1942 in Deed Book 4 at
page 107, Chowan County Registry;
THE SAID TRACTS of real estate having been devised in 1936 by the said Henry
G. Wood through his will recorded in Will Book G at page 314 in the Chowan County
Clerk's office to his wife Mary P. Wood and his son Fred P. Wood (Sr.) as tenants in
common;
AND CERTAIN INTERESTS in certain parts of the said tracts of real estate
having been conveyed in 1942 by the said Mary P. Wood and Fred P. Wood (Sr.) et ux,
to his wife and children, to-wit, Elizabeth R. Wood (subsequently Elizabeth R. Debnam),
Elizabeth R. Wood (second) (now Elizabeth Wood Jackson Parrish), and Fred P. Wood,
Jr., by three deeds recorded in .Deed Book 4 at pages 91, 92, and 93 in the Chowan
County Registry;
THE REMAINING INTERESTS of the said Fred P. Wood (Sr.) having devolved
at his death in 1949 intestate upon his two said children and the remaining interest of
US2000 9354851.5

BOOK 390 PAGE 53g
the said Mary P. Wood having been devised iurt 1950 through her will recorded in Will
Book I at page 92 in the said Clerk's office to the same two said children of the said Fred
P. Wood (Sr.);
AND THE REMAINING INTERESTS of the said Elizabeth R. Debnam having
been conveyed in 1980 by deed recorded in Book 131 at page 564 in the said Register's
office to the same two said children, Elizabeth Wood Jackson (now Parrish) and Fred P.
Wood, jr.;
AND THE CERTAIN INTERESTS of the said Elizabeth Wood Jackson (Parrish)
in the said tracts of real estate having then been conveyed in 1988 by deed in Book 172,
at page 421 in the said Register's office to Herbert W. Jackson, IV, Henry G. Jackson,
and Elizabeth W. Jackson (second):
EXCEPTING, HOWEVER from the said tracts of real estate that certain parcel of
land containing one acre more or less conveyed in 1939 to the State Highway and Public
Works Commission by deed recorded in Deed Book 2 at page 416 in the Chowan
County Registry and that certain parcel of land containing one-half acre more or less
conveyed in 1974 to Richard Edgar Jackson (Sr.) et ux by deed in Book 101 at page 285;
AND EXCEPTING FURTHER from the said tracts of real estate that certain
parcel of land and appurtenances containing one acre more or less conveyed in 1985 to
Richard E. Jackson (Jr.) et ux and described in the deed to them in Book 152, Page 675 in
the said Register's office, and t hat certain parcel of land and appurtenances containing
five acres more or less conveyed in 1986 to Harry T. Jones, III, et ux and described in the
deed to them in Book 158, Page 221;
FURTHER EXCEPTING HOWEVER from the said tracts of real estate that
certain parcel of land containing thirty acres more or less conveyed in 1999 to
MultiVesf, inc. by deed recorded in Book 256 at pages 612, 615, 618, 621, and 624 in the
said Register's office;
TOGETHER WITH ALL RIGHTS, easements, covenants, conditions, or other
interests reserved or otherwise held or retained by the said first parties in or to any
parcels conveyed from the said tracts of real estate (including those by deeds recorded
in Book 152, Page 675, Book 158, Page 221 and Book 260, Page 70'7), to the extent that
any of the said various interests are appurtenant to the real estate herein conveyed or
may be assigned to or otherwise can devolve upon the party of the second part herein:
THE SAID TRACTS OF REAL ESTATE being subject, however, to rights of way
for public utilities and to rights of way for public roads (one former portion of those
latter having been recently abandoned as evidenced by declaration of record in Boo 325,
Page 871).
US2000 9354851.5