SW8100407_Historical File_20100604

MEMORY TRANSMISSION REPORT
FILE NO. 345
DATE 06.07 12:45
TO S 919108915566
DOCUMENT PAGES 8
START TIME 06.07 12:
END TIME 06.07 2:47
PAGES SENT !� 8
STATUS I OK
TIME :06-07-'10 12:47
FAX NO.1 :910-350-2004
NAME :DENR Wilmington
*** SUCCESSFUL TX NOTICE ***
St to orp4ow*b Caralina
pepmrtment or Envlronment Ond Nrturel il�ooree�
WUmlagtom NWWl nl 011lee
Sesner(l+-W'es.rr PerWrae. Governor FAX CQVTR SHEET
Dws F7irs W. Secretary
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Froal: Jo 4---
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127 Certliael Drive T3xtens:or.. wilmington. NC 26405 0 (010) 7506-7213 - An 8gas1 nmpjoyw

State of North Carolina
Department of Environment and Natural Resources
Wilmington Regional Office
Beverly Eaves Perdue, Governor FAX COVER SHEET Dee Freeman, Secretary
Date:
To:
Co:
Fax:
Re:
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57S,g�,
No. Pages (excl. cover):
From: Jo Casmer
Phone: [phone]
Fax: [phone]
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127 Cardinal Drive Extension, Wilmington, NC 28405 n [phone] a An Equal Opportunity Affirmative Action Employer

MEMORY TRANSMISSION REPORT
TIME :06-07-'10 17:02
FAX NO.1 :910-350-2004
NAME :DENR Wilmington
FILE NO.
356
DATE
06.07 17:00
TO
: 8 919104553441
DOCUMENT PAGES
8
START TIME
06.07 17:00
END TIME
06.07 17:02
PAGES SENT
8
STATUS
OK
*** SUCCESSFUL TX NOTICE ***
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State of North Carolina
Department of Environment and Natural Resources
Wilmington Regional Office
Beverly Eaves Perdue, Governor FAX COVER SHEET Dee Freemaa, Secretary
Date: No. Pages (excl. cover):
To: �iD/J D� TD From: Jo Casmer
Co: ��/`7 �� /� ss ®C Phone: [phone]
Fax: ��� �` �_ Fax: [phone]
127 Cardinal drive Extension, Wilmington, NC 28405 0 [phone] o An Equal Opportunity Affirmative Action Employer

For DENR Use ONLY s CC3 e a
Revlewer: —i e-_
A FMA North Carolina Department of Environment and Submit: &-I
-,-�- Natural Resources
NCDENR Request for Express Permit Review Time: to sf
Confirm:
FILL-IN all the Information below and CHECK the Permit(s) you are requesting for express review. FAX or Email the completed form to Express
Coordinator along with a completed DETAILED narrative, site plan (PDF file) and vicinity map (same items expected in the application package
of the project location. Please include this form in the application package.
• Asheville Region Alison Davidson 828-296-4698;alison.davldsongkncmail.net
• Fayetteville or Raleigh Region -David Lee 919-791.4203; devid.lee®-ncmall.net
• Mooresville & -Patrick Grogan 704-663-3772 or Patrick orogandft
email net
• Washington Region -Lyn Hardison 252-946-9215 or Ivn.hardisonfit7iicmail.net
• Wilmington Region -Janet Russell 910-350-2004 orianetrusse/ifdlncmall.net
NOTE. • Project application received after 12 noon will be stamped in the following work day.
Enter Related SW
Permits of reauest
SW
SW
SW
SW
SW
A44A,:;tA-A�-
Project Name: GREAT NECK, SECTION II AND REGAL HILL AT CAROLINA PLANTATION County: ONSLOW
Applicant: ANTHONY W. SYDES Company: CAROLINA PLANTATION DEVELOPMENT CORPORATION
Address: P.O. BOX 7122 City: JACKSONVILLE, State: NC Zip: 28540-7122
Phone: 9M-M-6956, Fax: [phone], Email: asydesconstructionitembargmail.com
Physical Location: INTERSECTION OF RAMSEY ROAD AND CAROLINA FOREST BOULEVARD
Project Drains into UT TO HALF MOON CREEK waters — Water classification C:NSW (for classification see-
httD://h2o.enr.state.nc.us/bimstreports/repodgM.html)
Project Located in WHITE OAK River Basin. Is project draining to class ORIN waters? N , within % mile and draining to class SA waters N or within 1 mile
and draining to class HOW waters? N
Engineer/Consultant: TIMOTHY M. STEWART, PE Company: PARKER & ASSOCIATES. INC. 4� 1. V .)w
Address: P.O. BOX 976 City: JACKSONVILLE, State: NC Zip: 28541-0976
Phone:N10-455-2414, Fax:910-455-L44, Email: aip textabizec.rr.com JUN 4 2010
SECTION ONE: REQUESTING A SCOPING MEETING ONLY 1
® Scoping Meeting ONLY ® DWQ, ❑ DCM, ❑ DLR, ❑ OTHER:
SECTION TWO: CHECK ONLY THE PROGRAM (S) YOU ARE REQUESTING FOR EXPRESS PERMITTING 'W e T bt't
❑ 401 Unit ❑ Stream Origin Determination: _ # of stream calls — Please attach TOPO map, marking the areas in questions
ElIntermittent/Perennial Determination: _ # of stream calls — Please attach TOPO map marking the areas in questions
❑ 401 Water Quality Certification ❑ Isolated Wetland (_linear ft or _acres)
❑ Riparian Buffer Authorization ❑ Minor Variance ❑ Major General Variance
❑ State Stonnwater ❑ General ❑ SFR, ❑ SFR < 1 ac. ❑Bkhd & Bt Rmp, ❑ Clear & Grub, ❑ Utility ❑ Other
❑ Low Density ❑ Low Density -Curb & Gutter _ # Curb Outlet Swales ❑ Off -site [SW (Provide permit #)]
❑ High Density -Detention Pond _ # Treatment Systems ❑ High Density -Infiltration _ #Treatment Systems
❑ High Density -Bio-Retention _ # Treatment Systems El High Density —SW Wetlands _ # Treatment Systems
El High Density -Other _ # Treatment Systems / El MOD: ❑ Major [I Minor ❑ Plan Revision ❑ Redev. Exclusion SW (Provide permit #)
❑ Coastal Management ❑ Excavation & Fill ❑ Bridges & Culverts ❑ Structures Information
❑ Upland Development ❑ Marina Development ❑ Urban Waterfront
❑ Land Quality ❑ Erosion and Sedimentation Control Plan with _ acres to be disturbed.(CK # (for DENR use))
SECTION THREE — PLEASE CHECK ALL THAT IS APPLICABLE TO YOUR PROJECT (for both scoDina and express meeting reauest
Wetlands on Site ® Yes ❑ No Buffer Impacts: ® No ❑ Yam: _acre(s)
Wetlands Delineation has been completed: ® Yes El No Isolated wetland on Property Yes ® No
US ACOE Approval of Delineation completed: ® Yes ❑ No 404 Application in Process w/ US ACOE: 0 Yes ❑ No Permit
Received from US ALOE ® Yes ❑ No
*******************************************************•Fo[ DENR use only************************************************************
Fee Split for mull lepermits: Check # Total Fee Amount-$
SUBMITTAL DATES
Fee
—
SUBMITTAL DATES
Fee
CAMA
$
Variance (❑ Maj; ❑ Min)
$
SW (❑ HD, ❑ LD, ❑ Gen)
$
401:
$
LQS
I $
Stamm Deter,_
$
NCDENR EXPRESS March 2009

i
JUN 0 4
6f Y:
�I SI3 s' o

Stormwater Narrative
1. General Information
a. Name of Project
Carolina Plantations (Great Neck, Section II and Regal Hill)
b. Street Address, City, County
Ramsey Road, Jacksonville, NC, Onslow County
C. Acres in Tract
9.26 AC — Regal Hill; 54.30 AC — Great Neck, Section 11
d. Acres Being Disturbed
7.5 AC — Regal Hill; 36.8 AC — Great Neck, Section II
e. Acres in Wetlands
0 AC — Regal Hill; 12.53 AC in Great Neck, Section II
1. Wetlands Must Be Delineated
O.K., Done
2. Proposed Wetlands Impacts Require Permits From Corps & DWQ
Yes, In Process
f. Ownership Information From NC Secretary of State Web Site
Carolina Plantation Development Corporation
g. Description of Development Proposal
Residential Development
1. Previous or Existing Permits.
None
2. Tax parcel ID Number
Parcel #338-18.60
h. Pre- 1988 Built Upon Area, If Applicable
N/A
i. Discuss Phasing of the Project & Stormwater Facilities When Applicable
N/A
j. Discuss Proposed Waste Water Treatment & Water Supply
Wastewater by private sewer, water supply by public (ONWASA)
k. Identify Historic Sites & Projects Being Funded With Public Monies
N/A
1. Disclosed Any/All Non -Compliance Issues with DENR Agencies
None
R V��.I
JUN 0 4 Z010
BY:____

2. Stormwater Information
a. Provide River Basin, Stream Classification & Index Number for All Water
Bodies On or Adjacent To The Project or Closest to The Project Area
White Oak River Basin,
Unnamed Tributary to Half Moon Creek,
C; NSW
Stream Index 19-6
b. Identify Whether the Stormwater Design is High Density or Low Density,
Commercial or Residential, State Stormwater or NPDES Phase II, Address
Vested Rights When Applicable; Identify Pockets of High Density
High Density — Regal Hill, Low Density — Great Neck, Section II
Residential Subdivision
State Stormwater
C. Proposed Total % Impervious Surface
45.5% - Regal Hill; 19.9% - Great Neck, Section II
d. Number of Proposed Treatment Measures, Type(s) of Collection System
2 Wet Detention Basins
e. Will All Built Upon Area be Collected
All BUA to be collected for Regal Hill, Treatment for collection
system only in Great Neck, Section H
f. Identify Whether or Not the Project Has Buffer Requirements & Whether
or Not Development Is Proposed Within a Buffer
No Buffer requirements
g. Discuss Coastal Management Areas of Environmental Concern When
Applicable
N/A
h. Disclose Whether or Not Off -Site Runoff Is Coming Onto The Site or Into
The Proposed BMP
No off -site runoff
i. Discuss Whether Road Construction Across Other Property Is Necessary
To Access This Project
N/A
j. If An On -Site Evaluation Of The Soils Has Been Done, Discuss
Infiltration Rates, Seasonal High Water Table, etc., and Include Date Of
Site Evaluation (This Is Required For Infiltration Projects).
N/A
k. Is The Department of Transportation Requiring The Construction Of A
Turn Lane Or Road Widening Associated With The Project
No
C2.JLM.GreatNeckII.Rega1Hi11.SWNarr.6.4.10
JUN 0 4 2010
Y.

PARKER & ASSOCIATES, INC. Shaping Horizons
Consulting Engineers - Land Surveyors - Land Planners
306 New Bridge Street + P.O. Box 976
Jacksonville, NC 28541-0976
[phone] + Fax: [phone]
Firm License Number F-0108
June 2, 2010
VIA OVERNIGHT DELIVERY
Mr. Chris Baker
Environmental Specialist
NCDENR, DWQ — Wilmington Regional Office
127 Cardinal Drive Extension
Wilmington, NC 28405
RE: Carolina Place Apartments at
Carolina Forest
SW8 100407
Express Stormwater Response
Dear Mr. Baker:
This letter is in response to your letter dated June 1, 2010 to the above referenced project.
The plans have been revised to show the buffle design and details. Please find enclosed
Two (2) copies of the Revised Plan (Sheet 10 of 10).
If you have any questions or need any additional information, please contact me.
Sincerely,
Jason A. Houston, PE
Enclosures
xc: Mr. Edward S. Turlington (Letter Only) .3
CF (P), LAM JU N 0- 9 2010
JAH/avk {� S,S
cI.JAH.Baker.CarolinaPlaceAptsStormwaterResponse.6.2.10 BY. X
EMAIL ADDRESS: TEXT MESSAGES TO: paitextAbizec.rr.com MAPS AND PLANS TO: i)[e-mail]
+ ENVIRONMENTAL ENGINEERING ♦ STORMWATER, WATER AND WASTEWATER SYSTEMS
+ FEASIBILITY AND DEVELOPMENT CONSULTING + GLOBAL POSITIONING SURVEYS + SUBDIVISION AND CONSTRUCTION PLANS

Baker, Chris
From: Baker, Chris
Sent: Tuesday, June 01, 2010 2:09 PM
To: 'paitext@bizec. rr.com'
Subject: Carolina Place Apartments - SW8 100407
Jason I need a baffle detail to be included on the plans for Carolina Place Apartments. There are no other comments.
Call if you have questions,
chris

PARKER & ASSOCIATES, INC.
Consulting Engineers - Land Surveyors - Land Planners
306 New Bridge Street + P.O. Box 976
Jacksonville, NC 28541-0976
[phone] + Fax: [phone]
Firm License Number F-0108
VIA HAND DELIVERY
Mr. Chris Baker
Environmental Specialist
NCDENR, DWQ — Wilmington Regional Office
127 Cardinal Drive Extension
Wilmington, NC 28405
Dear Mr. Baker:
project.
May 24, 2010
RE: Carolina Place Apartments at
Carolina Forest
SW8 100409
Express Stormwater Response
This letter is in response to your letter dated May 19, 2010 to the above referenced
1. The outlet structure detail has been corrected to accurately demonstrate the permanent
pool elevation in relation to the vegetated shelf. Please find enclosed Two (2) copies of
the Revised Stormwater Pond Detail Sheet (Sheet 10 of 10).
2. Please find enclosed another copy of the Stormwater Area Dimensional Plan.
3. Please find enclosed documentation in regards to the manager for the company listed.
If you have any questions or need any additional information,
A.
Enclosures
xc: Mr. Edward S.
CF (P), LAM
Turlington (Letter Only)
JAH/avk
c 1.JAH.Baker.CarolinaPlaceAptsStormwaterResponse.5.21.10
contact
PE
'RECEIVED
MAY 2 4 2010
BY: f--�xP Cess
EMAIL ADDRESS: TEXT MESSAGES TO: oaitextnabizec.rr.com MAPS AND PLANS TO: paidriLWbizec.rr.com
+ ENVIRONMENTAL ENGINEERING + STORMWATER, WATER AND WASTEWATER SYSTEMS
+ FEASIBILITY AND DEVELOPMENT CONSULTING + GLOBAL POSITIONING SURVEYS + SUBDIVISION AND CONSTRUCTION PLANS

OPERATING AGREEMENT
OF
CAROLINA FOREST APARTMENTS, LLC
MAY 242010
BY:
-I-

TABLE OF CONTENTS
ARTICLEI......................................................................................................................................6
DEFINITIONS.................................................................................................................................6
1.1 Agreed Value....................................................................................................................6
1.2 Agreement.........................................................................................................................6
1.3 Assignee............................................................................................................................6
1.4 Book -Tax Disparity..........................................................................................................7
1.5 Capital Accounts...............................................................................................................7
1.6 Capital Contribution..........................................................................................................7
1.7 Carrying Value..................................................................................................................7
1.8 Code..................................................................................................................................7
1.9 Company...........................................................................................................................7
1.10 Contributed Property.........................................................................................................7
1.11 Distributable Cash.............................................................................................................8
1.12 Managers...........................................................................................................................8
1.13 Members...........................................................................................................................8
1.14 Membership Interest.........................................................................................................8
1.15 Net Agreed Value.............................................................................................................8
1.16 Net Profits and Net Losses................................................................................................8
1.17 Percentage Interest............................................................................................................9
1.18 Person................................................................................................................................9
1.19 Property...........................................................................................................................10
1.20 Revalued Property...........................................................................................................10
1.21 Treasury Regulations......................................................................................................10
1.22 Unit.................................................................................................................................10
1.23 Unrealized Gain..............................................................................................................10
1.24 Unrealized Loss..............................................................................................................10
ARTICLEII....................................................................................................................................10
ORGANIZATION.........................................................................................................................10
2.1 Formation........................................................................................................................10
2.2 Name...............................................................................................................................10
2.3 Commencement and Term..............................................................................................11
2.4 Foreign Qualification......................................................................................................11
2.5 Recapitalization, Acquisitions, Restructuring and Mergers...........................................I I
ARTICLEIII..................................................................................................................................11
REGISTERED OFFICE, REGISTERED AGENT AND PRINCIPAL OFFICE .........................I I
ARTICLE IV.................................................................................................................................11
BUSINESS PURPOSES AND POWERS.....................................................................................I
ARTICLEV...................................................................................................................................12
CAPITALCONTRIBUTIONS.....................................................................................................12
5.1 Capital Contributions of the Members............................................................................12
.2- MAY 2 4 2010

5.2 No Interest on Capital.....................................................................................................12
5.3 Withdrawal and Return of Capital..................................................................................12
5.4 Loans to Company by the Members...............................................................................12
5.5 Revaluation of Capital Accounts Upon Occurrence of Certain Events ..........................13
ARTICLEVI.................................................................................................................................13
MANAGEMENT OF THE COMPANY.......................................................................................13
6.1 General Authority and Powers of the Manager(s) and Members...................................13
6.2 Restrictions on Authority of the Manager(s) and Members...........................................15
6.3 Tax Returns.....................................................................................................................16
6.4 Insurance.........................................................................................................................16
6.5 Other Business of Members............................................................................................16
6.6 Preferential Treatments of Members..............................................................................17
6.7 Indemnification...............................................................................................................17
6.8 Approved Fees....................................................................................17
ARTICLEVII................................................................................................................................18
ALLOCATIONS OF NET PROFITS AND NET LOSSES; DISTRIBUTIONS .........................18
7.1 Allocation of Net Profits.................................................................................................18
7.2 Allocation of Net Losses.................................................................................................18
7.3 Distributable Cash...........................................................................................................18
7.4 Limitation on Distributions.............................................................................................18
7.5 Tax Allocations...............................................................................................................18
7.6 Tax Withholdings.................................................................................18
ARTICLEVIII...............................................................................................................................19
DISSOLUTION AND WINDING UP OF THE COMPANY......................................................19
8.1 Dissolution of Company.................................................................................................19
8.2 Final Liquidation.............................................................................................................19
8.3 Deficit Capital Account..................................................................................................20
8.4 Payment in Cash or in Kind............................................................................................20
8.5 Liquidating Trust............................................................................................................20
ARTICLEIX.................................................................................................................................20
WITHDRAWAL OF MEMBERS AND TRANSFER OF MEMBERS'
INTERESTS................20
9.1
Effect of Assignment......................................................................................................20
9.2
Restriction on Withdrawal or Transfer...........................................................................21
9.3
Condition Precedent to Transfer of Membership Interests.............................................21
9.4
Rights and Liabilities of, and Restrictions on, Assignee................................................21
9.5
Assignee as Member -Conditions to Fulfill..................................................................21
9.6
Further Assignment by Assignee....................................................................................22
9.7
Allocations Between Transferor and Transferee............................................................22
9.8
Transfer Pursuant to Bona Fide Offer.............................................................................23
9.9
Events of Sale.................................................................................................................24
9.10
Family Transfers.............................................................................................................26
9.11
Death, Incompetency, Incapacity or Dissolution of Member.........................................26
3
MAY 2 4 2010
By-

ARTICLEX...................................................................................................................................26
RECORDS, ACCOUNTING AND REPORTS............................................................................26
10.1 Books and Records.........................................................................................................26
10.2 Access to Records...........................................................................................................27
10.3 Bank Accounts and Investment of Funds.......................................................................27
10.4 Reports............................................................................................................................27
10.5 Tax Accounting Methods; Periods, Elections.................................................................28
ARTICLEXI.................................................................................................................................28
MISCELLANEOUS......................................................................................................................28
11.1 No Waiver of Provisions.................................................................................................28
11.2 Interpretation and Construction......................................................................................29
11.3 Governing Law...............................................................................................................29
11.4 Partial Invalidity..............................................................................................................29
11.5 Binding Effect.................................................................................................................29
11.6 Notices and Delivery .......................................................................................................29
11.7 Counterparts....................................................................................................................29
11.8 Statutory Provisions........................................................................................................29
11.9 Waiver of Partition.........................................................................................................30
11.10 Tax Matters Partner.......................................................................................................30
11.11 Investment Representations...................................................................30
11.12 Arbitration....................................................................................30
1�7R
C_�iV_
MAY 242010
-4-
BY:

THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED
UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS
OF CERTAIN STATES AND ARE BEING OFFERED AND SOLD IN RELIANCE ON
EXEMPTIONS FROM THE REGISTRATION REQUIREMENTS OF SUCH ACT AND
SUCH LAWS. IN MAKING AN INVESTMENT DECISION INVESTORS MUST RELY ON
THEIR OWN EXAMINATION OF THE PERSON OR ENTITY CREATING THE
SECURITIES AND THE TERMS OF THE OFFERING, INCLUDING THE MERITS AND
RISKS INVOLVED. THESE SECURITIES HAVE NOT BEEN APPROVED OR
DISAPPROVED OR RECOMMENDED BY ANY FEDERAL OR STATE SECURITIES
COMMISSION OR REGULATORY AUTHORITY. FURTHERMORE, THE FOREGOING
AUTHORITIES HAVE NOT PASSED UPON OR ENDORSED THE MERITS OF THIS
OFFERING OR CONFIRMED THE ACCURACY OR DETERMINED THE ADEQUACY OF
THIS DOCUMENT. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL
OFFENSE.
THESE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFER ABILITY
AND RESALE AND MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS
PERMITTED UNDER THE SECURITIES ACT OF 1933. AS AMENDED AND THE
APPLICABLE STATE SECURITIES LAWS, PURSUANT TO REGISTRATION OR
EXEMPTION THEREFROM. INVESTORS SHOULD BE AWARE THAT THEY WILL BE
REQUIRED TO BEAR THE FINANCIAL RISKS OF THIS INVESTMENT FOR AN
INDEFINITE PERIOD OF TIME. THE SUBSEQUENT TRANSFER OF THE MEMBERSHIP
INTERESTS WILL BE SEVERELY RESTRICTED BY THE TERMS OF THE OPERATING
AGREEMENT. IN ADDITION, PURCHASERS SHOULD BE AWARE THAI' THE
PROVISIONS OF RULE 144 PROMULGATED UNDER THE SECURITIES ACT OF 1933,
AS AMENDED, WILL NOT BE AVAILABLE AT SUCH TIME AS A PURCHASER
DESIRES TO DISPOSE OF THE SECURITIES BEING OFFERED HEREBY.
-5- MAY 242010
BY:

OPERATING AGREEMENT
OF
CAROLINA FOREST APARTMENTS, LLC
THIS OPERATING AGREEMENT (the "Agreement"), dated as of the 6th day of
January, 2010, is entered into by Garland Wayne Tuton, whose address is 133 Brookview Drive,
Jacksonville, North Carolina 28540; Rhett A. Raynor, whose address is 202 Parliament Place,
Dunn, North Carolina 28334; Edward S. Turlington, whose address is Post Office Box 1027,
Dunn, North Carolina 28335; Oscar N. Harris, whose address is Post Office Box 578, Dunn,
North Carolina 28335; Tart & Tart, & Inc., a North Carolina corporation, the address of which is
P. O. Box 8, Dunn, North Carolina 28335; and MML & Associates, a North Carolina general
partnership, whose address is 3695 US 301 North, Dunn, North Carolina 28334 (collectively,
the "Members") and Carolina Forest Apartments, LLC, a North Carolina limited liability
company (the "Company").
Statement of Purpose
The Company was created pursuant to the North Carolina Limited Liability Company
Act by filing Articles of Organization with the North Carolina Secretary of State on January 6,
2010. The Company shall engage in any lawful business, including, without limitation,
construction and operation of an apartment complex in Jacksonville, North Carolina to be known
as Carolina Forest Apartments, LLC.
NOW, THEREFORE, for One Dollar ($1.00) and other good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, and the mutual promises
contained herein, the parties hereto agree as follows:
ARTICLE I
DEFINITIONS
For purposes of this Agreement, the following terms shall have the meanings set forth
below:
1.1 Agreed Value. "Agreed Value" shall have the meaning set forth on Exhibit A
attached hereto and incorporated herein by reference.
1.2 Agreement. "Agreement" shall mean this Operating Agreement, as amended
from time to time. The Agreement shall govern the affairs of the Company, and the conduct of
its business, and shall be binding upon all Members.
1.3 Assignee. "Assignee" shall mean a Person who has acquired a beneficial interest
in the Membership Interest of a Member, but who is not a Member. y
MAY 242010

1.4 Book -Tax Disparity. "Book -Tax Disparity" shall mean with respect to any item
of Contributed Property or Revalued Property, as of the date of any such determination, the
difference between the Carrying Value of such Contributed Property or Revalued Property and
the adjusted basis thereof for federal income tax purposes as of such date. A Member's- share of
the Company's Book -Tax Disparity in all of its Contributed Property and Revalued Property
shall be reflected by the difference between such Member's Capital Account balance (as
maintained pursuant to the provisions of Exhibit A hereof), and the balance of such Member's
Capital Account computed as if it had been maintained strictly in accordance with federal
income tax accounting principles.
1.5 Capital Accounts. "Capital Accounts" shall have the meaning set forth on Exhibit
A attached hereto and incorporated herein by reference.
1.6 Capital Contribution. "Capital Contribution" shall mean the amount of capital
contributed by a Member, as set forth in Article V hereof.
1.7 Carrying Value. "Carrying Value" means:
(a) With respect to any Contributed Property, the Agreed Value of such
property, reduced (but not below zero) by all depreciation, depletion (computed as a
separate item of deduction), amortization and cost recovery deductions charged to the
Members' Capital Accounts.
(b) With respect to a Revalued Property, the fair market value of such
property at the time of revaluation, as determined by an independent appraiser in
accordance with Section 5.6, reduced (but not below zero) by all depreciation, depletion,
amortization and cost recovery deductions charged to the Members' Capital Accounts.
(c) With respect to any other property, the adjusted basis of such property for
federal income tax purposes, all as of the time of determination.
The Carrying Value of any property shall be adjusted from time to time in accordance
with Section 5.6 hereof.
1.8 Code. "Code" means the Internal Revenue Code of 1986, as amended, and any
successor provision.
1.9 Company. "Company" means the limited liability company to be established
pursuant to this Agreement.
1.10 Contributed Property. "Contributed Property" means any property contributed to
the Company at any time or from time to time (or deemed contributed to the Company upon a
termination and reconstitution hereof under Section 708 of the Code). Once the Carrying Value
of Contributed Property has been adjusted pursuant to Section 5.6 hereof, such property shall be
deemed Revalued Property, and shall no longer be deemed Contributed Property.
-7- MAY 242010
'BY';

1.11 Distributable Cash. "Distributable Cash" for any period means such portion of
the cash in hand or in bank accounts of the Company as, in the reasonable discretion of the
Manager (subject to Section 7.4 hereof), is available for distribution to the Members after
reasonable provision has been made for the current liabilities of the Company and a reasonable
reserve has been allowed for Company operating expenses.
1.12 Manager. "Managers" means such Persons designated in Section 6.1 hereof. If
there is only one Manager, such term shall apply to such Manager.
1.13 Members. "Members" means Garland Wayne Tuton, Rhett A. Raynor, Edward S.
Turlington, Oscar N. Harris, MML & Associates, a North Carolina general partnership and Tart
& Tart, Inc., collectively, and any other individuals or entities admitted as such pursuant to the
terms hereof or of the Articles (as hereinafter defined). Reference to a "Member" means any one
of the Members. The Members referenced above became Members on the dates indicated in
Section 1.17. After the formation of the Company, a Person may be admitted as a Member (i) in
the case of a Person acquiring a Membership Interest directly from the Company, upon the
unanimous consent of the Members, and (ii) in the case of an assignee of an interest of a
Member, upon compliance with the provisions of Section 57C-5-04(a) of the North Carolina
General Statutes and Section 9.5 of this Agreement.
1.14 Membership Interest. "Membership Interest" shall represent a Member's interest
in the Company which shall entitle the holder thereof to (a) an interest in the Net Profits, Net
Losses and Distributable Cash of the Company, as set forth herein, (b) any right to vote as set
forth herein or as required under the North Carolina Limited Liability Company Act, and (c) any
right to participate in the management of the Company as set forth herein or as required under
the North Carolina Limited Liability Company Act. A Membership Interest is personal property,
and a Member shall have no interest in the specific assets or property of the Company.
1.15 Net Agreed Value. "Net Agreed Value" means, as follows:
(a) In the case of any Contributed Property, the Agreed Value of such
property net of liabilities either assumed by the Company upon such contribution or to
which such property is subject when contributed to the Company, as determined in
accordance with Section 752 of the Code.
(b) In the case of any property distributed to a Member, the Company's
Carrying Value of such property at the time such property is distributed, net of any
indebtedness either assumed by such distributee Member upon such distribution or to
which such property is subject at the time of distribution, as determined in accordance
with Section 752 of the Code.
1.16 Net Profits and Net Losses. The "Net Profits" and "Net Losses" of the Company
mean the taxable net income and net losses, respectively, of the Company, determined in
accordance with Section 703(a) of the Code (with all items of income, gain, loss or deduction
required to be stated separately to Section 703(a)(1) to be included in said taxable net income or
net losses); provided, however, for purposes of determining Net Profits or Net Losses, the
following adjustments shall apply:
-g MAY 242010
i
In

(a) Any gain or income specially allocate under paragraph 1 of Exhibit A
attached hereto shall be excluded from the computation of Net Profits and Net Losses.
(b) In the event any property of the Company is revalued pursuant to Section
5.6, the amount of such adjustment shall be taken into account in determining gain or loss
from the disposition of such property.
(c) Gain or loss resulting from any disposition of property with the Company
with respect to which gain or loss is recognized for federal income tax purposes shall be
computed by reference to the Carrying Value of the property disposed of,
notwithstanding the adjusted tax basis of such property differs from the Carrying Value.
(d) In the case of property having a Book -Tax Disparity, in lieu of
depreciation, amortization or other cost recovery deductions allowable under the Code
("Tax Depreciation"), there shall be taken into account for each property a depreciation
allowance which bears the same ratio to its initial Agreed Value (or, with respect to
Revalued Property, its initial Carrying Value) as the Tax Depreciation for such year bears
to its beginning adjusted tax basis.
(e) Any income of the Company that is exempt from federal income tax and
not otherwise taken into account in computing Net Profits and Net Losses shall be added
to such taxable net income or net losses.
(f) Any expenditures of the Company described in Section 705(a)(2)(B) of
the Code or treated as Section 705(a)(2)(B) expenditures pursuant to Section 1.704-
1(b)(2)(iv)(i) of the Treasury Regulations, and not otherwise taken into account in
computing Net Profits or Net Losses, shall be subtracted from such taxable net income or
net losses.
1.17 Percentage Interest. "Percentage Interest" of the respective Members means the
following:
NAME OF MEMBER.
PERCENTAGE
INTEREST
UNITS
MEMBERSHIP
DATE
Garland Wayne Sutton
16.6667%
100,000
1/6/10
Rhett A. Raynor
16.6667%
100,000
1/6/10
Edward S. Turlington
16.6667%
100,000
I/6/10
Oscar N. Harris
16.6667%
100,000
1/6/10
MML & Associates
16.6666%
100,000
1/6/10
Tart & Tart, Inc.
16.6666%
100,000
1/6/10
1.18 Person. "Person means any individual,
venture, limited liability company or other entity.
-9-
corporation, trust, partnership, joint
I,Z�UEAVE-D
MAY 242010

1.19 Property. "Property" means all real and personal property now owned or hereafter
acquired by the Company, including specifically the 16.9 acre tract upon which Carolina Forest
Apartments is to be built.
1.20 Revalued Property. "Revalued Property" shall mean any property the Carrying
Value of which has been adjusted in accordance with Section 5.5. If a Revalued Property is
deemed distributed by, and recontributed to, the Company for federal income tax purposes upon
a termination of the Company pursuant to Section 708 of the Code, such Property shall constitute
a Contributed Property until the Carrying Value of such Property is subsequently adjusted (if at
all) pursuant to Section 5.5.
1.21 Treasury Regulations. "Treasury Regulations" means the regulations (including
temporary regulations) of the United States Treasury Department pertaining to the income tax, as
amended, and any successor provision.
1.22 Unit. "Unit" shall represent a Member's Membership Interest in the Company,
which shall determine the extent to which a Member (or assignee) shall participate in the Net
Profits, Net Losses and Distributable Cash of the Company, as set forth herein.
1.23 Unrealized Gain. "Unrealized Gain" attributable to any item of property owned
by the Company means, as of any date of determination, the excess, if any, if (i) the fair market
value of such property (as determined under Section 5.5 hereof) as of such date, over (ii) the
Carrying Value of such property as of such date (prior to any adjustment to be made pursuant to
Section 5.5 as of such date.)
1.24 Unrealized Loss. "Unrealized Loss" attributable to any item of property owned
by the company means, as of any date of determination, the excess, if any, of (i) the Carrying
Value of such property as of such date (prior to any adjustment being made pursuant to Section
5.5 as of such date), over (ii) the fair market value of such property (as determined under Section
5.5 hereof as of such date).
ARTICLF, II
ORGANIZATION
2.1 Formation. The parties hereto have agreed to form and by executing this
Agreement hereby agree to enter into a limited liability company in accordance with and
pursuant to the North Carolina Limited Liability Company Act, which law shall govern the rights
and obligations of the parties hereto except as otherwise herein expressly stated. The Members
acknowledge that, although the Company will be a "limited liability company" under North
Carolina law, for tax purposes, it is intended to be treated as a partnership under applicable
provisions of the Code and the Treasury Regulations. Accordingly, references to "partner" or
"partnership" in the definitions or allocations, as applicable, herein are intended to relate only to
the tax treatment of the Company as a partnership, and not to its state law status as a limited
liability company.
2.2 Name. The name of the Company is Carolina Forest Apartments, LLC " " '
-10-
MAY 242010
,3y:

2.3 Commencement and Term. The term of the Company commenced on the
effective date of filing the Articles of Organization (the "Articles") in the Office of the North
Carolina Secretary of State. The Members shall also take such steps as may be necessary in
order to effect a filing of the Articles in such other registries as are required by applicable law.
The Company shall continue until terminated as provided in Section 8.1 hereof.
2.4 Foreign Qualification. The Managers shall not permit the Company to engage in
any business outside of the State of North Carolina unless and until the Company has complied
with the requirements necessary to qualify the Company as a foreign limited liability company in
the jurisdiction in which the Company shall conduct business.
2.5 Recapitalization, Acquistions, Restructuring and Mergers. Except as limited
herein, the Company may participate in or be a party to any recapitalization, acquisition,
restructuring or merger in accordance with and as allowed by the North Carolina Limited
Liability Company Act.
ARTICLE III
REGISTERED OFFICE, REGISTERED AGENT AND PRINCIPAL OFFICE
The registered office of the Company required by the North Carolina Limited Liability
Company Act to be maintained in the State of North Carolina shall be the office of the initial
registered agent named in the Articles or such other office as the Managers may designate from
time to time in the manner provided by law. The registered agent of the Company in the State of
North Carolina shall be the initial registered agent named in the Articles or such other Person or
Persons as the Managers ay designate from time to time. The principal office of the Company
shall be at such place as the Mangers may designate from time to time, and the Company shall
maintain records there as required by the North Carolina Limited Liability Company Act (and
shall keep the street address of such principal office at the registered office of the Company in
the State of North Carolina).
ARTICLE IV
BUSINESS, PURPOSES AND POWERS
Unless otherwise limited by the Articles, the business and purposes of the Company shall
be engaged in any lawful business including without limitation the following:
(a) To acquire, own, develop, operate, improve, maintain, sell, exchange,
lease, mortgage or encumber or otherwise contract with respect to real property,
including the Property; and
(b) To do any other acts and things which may be necessary, appropriate or
incidental to carrying out the purposes of the Company described in subparagraph (a)
above.
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IMAY 2 4 2010

Notwithstanding the foregoing, the Company will not engage in any other business other
than the construction and operation of the Carolina Forest apartment complex in Jacksonville,
North Carolina, unless such other business is approved by Members holding more than (50%) of
the Percentage Interests. Subject to the terms of this Agreement, the Company shall have all
powers of a limited liability company, including without limitation those set forth in Section
57C-2-02 of the North Carolina General Statues.
ARTICLE V
CAPITAL CONTRIBUTIONS
5.1 Capital Contributions of the Members.
(a) The Members shall contribute the following in cash to the capital of the
Company in exchange for the number of Units set forth for such Members in Section 1.17 above:
Garland Wayne Tuton
$ 250,000.00
Rhett A. Raynor
$250,000.00
Edward S. Turlington
$250,000.00
Oscar N. Harris
$250,000.00
Tart & Tart, Inc.
$250,000.00
MML & Associates
$250,000.00
(b) In addition to the initial Capital Contributions required in Section 5.1(a)
above, additional Capital Contributions may be required from time to time by the Manager, if
approved by Members holding more than 50% of the Percentage Interests,. All Members will be
notified as for each and every Capital requirement and each Member's pro rata share. If a
Member does not make the required Contribution within thirty (30) days of the written demand
therefor, such Member's number of Units and Percentage Interest shall be reduced so that such
Capital Percentage Interest and number of Units bears the same ratio to all Percentage Interests
and outstanding Units as his Total Contributions bear to the Total Contributions of all Members.
5.2 No Interest on Capital. Fxcept asmay otherwise be specifically provided in this
Agreement, no Member shall be entitled to receive any interest on his capital Contribution to the
Company.
5.3 Withdrawal and Return of Capital. No Member shall be entitled to withdraw any
part of his Capital Account or to receive any distribution except as provided in this Agreement.
No specific time has been agreed upon when the Capital Contributions of the Members are to be
returned.
5.4 Loans to CompM by the Members. Certain of the Members may, if agreed to by
Members owning more than 50% of the Percentage Interests, advance any additional moneys to
the Company required to pay expenses of the Company which are not funded from Capital
Contributions or cash generated from Company operations. The aggregate amount of any such
advances shall become an obligation of the Company to the Members and shall be repaid to the
Members with interest at the variable per annum rate of prime as published in the "Money Rates"
Section of The Wall Street Journal plus 2% (with changes in the interest rate hereunder to be
- 12 - C ILI V EI-)
MAY 2 4 2010

effective upon changes in the prime rate). All such advances to the Company shall be deemed a
loan by the Members to the Company (and not a Capital Contribution), and shall be repaid out of
the first available funds, unless otherwise agreed to by the loaning Member to establish different
repayment terms.
5.5 Revaluation of Capital Accounts Upon Occurrence of Certain Events
(a) In accordance with the provisions of Section 1.704-1(b)(2)(iv)(f) of the
Treasury Regulations, if, after the initial capital is contributed pursuant to Section 5.1
hereof, money or property in other than a de minimis amount is contributed to the
Company in exchange for a Membership Interest, the Capital Accounts of the Members
and the Carrying Values of all the Company" property (determined immediately prior to
such issuance), shall be adjusted to reflect Unrealized Gain or Unrealized Loss
attributable to each such property as if such Unrealized gain or Unrealized Loss had been
recognized on a sale of such item or property immediately prior to such issuance and had
been allocated to the Members in accordance with Article VII. In determining the
Unrealized Gain or Unrealized Loss, the fair market value of the Company's property
shall, unless otherwise agreed to unanimously by the Members, be determined by
appraisal by an independent appraiser selected by the Members.
(b) In accordance with the provision of Section 1.704-1(b)(2)(iv)(f) of the
Treasury Regulations, if money or other property of the Company in other than a de
minimis amount is distributed (including any deemed distribution of property upon a
termination of the Company under section 708(b)(1)(B) of the Code (as more particularly
described in Exhibit A attached hereto) to a Member in exchange for all or part of a
Membership Interest, the Capital Accounts of the Members and the Carrying Value of all
the property of the Company (determined immediately prior to such distribution) shall be
adjusted to reflect the Unrealized gain or Unrealized Loss attributable to each item of the
property of the Company as if such Unrealized Gain or Unrealized Loss had been
recognized on a sale of each such item of property immediately prior to such distribution
and had been allocated to the Members in accordance with Article VII. In determining
Unrealized Gain or Unrealized Loss, the fair market value of the property distributed
shall be as determined by appraisal by an independent appraiser selected by the Members.
ARTICLE VI
MANAGEMENT OF THE COMPANY
6.1 General Authority and Powers of the Manazer(s) and Members.
A
(a) The parties hereto acknowledge that under the applicable provisions of . v
North Carolina Limited Liability Company Act, the Company may be either "member -
managed" or "manager -managed". The parties hereto desire that the Company be
"manager -managed" under such provisions. The Company shall initially have two (2)
Managers who are Oscar N. Harris and Edward S. Turlington. The number of the
Managers of the Company shall be fixed from time to time by the affirmative vote of
Members holding a majority of the Percentage Interests, but in no instance shall there be
less than one Manager. Each Manager shall hold office until his, her or its successor
MAY 242010

shall have been elected and qualified. Manager(s) shall be elected by the affirmative vote
of Members holding a majority of the Percentage Interest. Managers need not be
residents of the state of North Carolina or Members of the Company.
(b) Except for situations in which the approval of the Members is expressly
required by this Agreement or by non-waivable provisions of applicable law, the
Manager(s) shall have full and complete authority, power and discretion to manage and
control the business, affairs and properties of the Company, to make all decisions
regarding those matters, and to perform any and all other acts or activities customary or
incident to the management of the Company's business. At any time when there is more
than one Manager, any one Manager may take any action permitted to be taken by the
Managers, provided all Managers are in agreement as to the action to be taken. A written
consent or delegation of authority signed by the non -acting Managers shall be sufficient
evidence of such agreement and can be relied upon by a third party. The Manager(s)
shall have the following specific authorities in addition to the general authorities set forth
above:
(i) to expend the Capital Contributions and income in furtherance of
or relating to the Company's business and purposes (including but not limited to
the operation of the Property);
(ii) to employ or retain from time to time, on such terms and for such
compensation as the Manager may determine, such Person, firms or corporations
as the Manager may deem advisable, including without limitation attorneys,
accountants, bookkeepers, financial and technical consultants, surveyors,
environmental consultants, supervisory managing agents, insurance brokers, real
estate brokers, loan brokers, professional land planners and architects, who may
also provide such services to the Manager and Person, firms or corporations in
which the Manager or any Members may have an interest;
(iii) to execute construction contracts, leases, rental agreements and
management contracts;
(iv) to borrow funds and incur obligations on behalf of the Company,
provided such loans or obligations do not exceed in the aggregate at any time the
sum of $21,600,000.00;
(v) to execute, in furtherance of any or all of the purposes of the
Company, any deed, lease, deed of trust, mortgage, promissory note, bill of sale,
assignment, contract or other document required to develop and operate the
Property as an apartment complex or otherwise authorized by the Members in
accordance with the terms hereof;
(vi) to acquire and enter into any contract of insurance which the
Manager deems necessary or appropriate for the protection of the Company, for
the conservation of Company assets, or for any purpose convenient or beneficial
to the Company;
IB
-14- MAY

(vii) to open accounts and deposit and maintain funds in the name of the
Company in accordance with Section 10.3 hereof; provided, however, that the
Company's funds shall not be commingled with funds of any other Person; and
(viii) to perform any other function ascribed or delegated to the
Manager or Managers hereunder; and
(ix) to take those actions outlined in Article X hereof, and to be
reimbursed for those expenses incurred in those actions.
6.2 Restrictions on Authority of the Mana er(s).
(a) Without the written consent of all of the Members, the Manager shall have
no authority to:
(i) do any act in contravention of this Agreement;
(ii) do any act which would make it impossible to carry on the
ordinary business of the Company;
(iii) confess a judgement against the Company;
(iv) admit an additional Member, except as provided in this
Agreement;
(v) knowingly perform any act that would subject any Member to
liability;
(vi) alter the purposes of the Company as set forth in Article IV;
(vii) possess any property or assign the rights of the Company in
specific property, for other than a Company purpose;
(viii) use, or permit any other Person to use, the funds or assets of the
Company in any manner except for the exclusive benefit of the Company;
entity;
(ix) commingle the Company funds with those of any other Person or
(x) amend this Agreement;
(xi) merge the Company into or with another limited liability company;
(xii) make any loans of Company funds to any Member or others;
(xiii) make any payments to the Manager or any of its affiliates in excess
of those fees specifically authorized in this Agreement;
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(xiv) sell or release to the Company any real property in which the
Manager or any affiliate has any interest;
(xv) cause the Company to invest in any other company or venture;
(xvi) except as otherwise provided in this Agreement, reinvest funds
from operations or sale or refinancing of the Property in any new or additional
properties; or
(xvii) cause the Company to enter into any transaction with any other
company or venture in which the Manager or any of its affiliates have any
interest, except as specifically provided for in this Agreement.
(b) Without the written consent of Members owning more than fifty percent
(50%) of the Percentage Interests, the Managers shall not have the authority to
(i) sell, exchange, convey or otherwise dispose of all or substantially
all of the Company's assets;
(ii) invest in any project other than the Carolina Forest Apartment
complex located in Jacksonville, North Carolina;
(iii) obligate the Company in regard to any borrowings in excess of
$21,600,000.00 in the aggregate; or
(iv) agree to the amount of the annual management fee described in
Section 6.8 hereof.
6.3 Tax Returns. The Manager shall prepare or cause to be prepared and shall file on
or before the due date (or any extension thereof) any Federal, state or local tax returns required to
be filed by the Company. The Manager shall cause the Company to pay any taxes payable by
the Company.
6.4 Insurance. Manager shall obtain and keep in force during the term hereof fire
and extended coverage and public liability insurance in favor of the Company with such insurers
and in such amounts not less (and with deductible amounts not greater) than those customarily
maintained with respect to properties comparable to those owned by the Company from time to
time.
6.5 Other Business of Manaizer or Members. The Manager or any Member may
engage independently or with others in other business ventures of every nature and description,
including, without limitation, the rendering of advice or services of any kind to other investors
and the making or management of other investments. Neither the Company nor any Member
shall have any right by virtue of this Agreement or the Company relationship created hereby in
or to such other ventures or activities or to the income or proceeds derived therefrom, and the
pursuit of such ventures, even if competitive with the business of the Company, shall not be
deemed wrongful or improper. 1RE ,x�✓-D
-16- mM 242010

6.6 Preferential Treatment of Members No Members shall receive preferential
treatment in regard to their dealings with the Company in their individual capacity or in their
capacity as a Member. Specifically, Members will not be entitled to lease or purchase property
from the Company on any terms, rights or entitlements more favorable than those provided to
non -Member lessees or purchasers.
6.7 Indemnification.
(a) The Company, its receiver or trustee, hereby indemnifies and holds
harmless the Manager and each Member from any and all payments made and personal
liabilities reasonably incurred by the Manager and such Member at any time by reason of
or arising out of the authorized conduct of the Company's business or for the preservation
of its business or property.
(b) The Company shall indemnify a Member or Manager who is wholly
successful, on the merits or otherwise, in the defense of any proceeding to which he was a
party because he is or was a member or Manager of the Company against reasonable
expenses incurred by him in connection with proceeding.
(c) In accordance with Section 57C-3-32(a) of the North Carolina General
Statutes, except as hereinafter provided, no Manager or Member shall be liable for
monetary damages for breach of any duty provided for in Section 57C-3-22 of the North
Carolina General Statutes (other than liability for wrongful distribution under Section
57C-4-07 of the North Carolina General Statutes and Section 5.2(c) hereof). The
Company shall indemnify each Manager or Member for judgments, settlements,
penalties, fines or expenses incurred in a proceeding to which the Member or Manager is
a party because he is or was a Manager or Member. Provided, however, notwithstanding
anything to the contrary contained herein, no such relief shall limit, eliminate or
indemnify against the liability of a Manager for (i) acts or omissions that the Manager
knew at the time of the acts or omissions were clearly in conflict with the interest of the
Company, (ii) any transaction from which the Manager derived an improper personal
benefit or (iii) acts or omissions occurring prior to the date this provision became
effective. For purposes of this Section 6.7(c), "improper personal- benefit" shall not
include reasonable compensation or other reasonable incidental benefit for or on account
of service as a Manager, an officer, an employee, an independent contractor, an attorney
or a consultant of the Company.
6.8 Approved Fees. The Managers shall be paid a Two Hundred Thirty -Six
Thousand Five Hundred Twenty -Nine Dollar ($236,529.00) development fee. The Manager
shall be paid an annual fee for serving as Manager of the Company as determined under
subsection 6.2(b)(iv), but shall not serve as property manager for the Property, which property
management will be contracted to a third party. The Manager shall be reimbursed for all
reasonable out-of-pocket expenses incurred in performance of its duties as Manager of the
Company, but there shall be no reimbursement of the Manager for internally accrued expenses
such as overhead or charges for time spent on Company business by Manager's employees.
,...
-17 - MY�4 2010
BY:

ARTICLE VII
ALLOCATIONS OF NET PROFITS AND NET LOSSES; DISTRIBUTIONS
7.1 Allocation of Net Profits. The Net Profits of the Company shall be allocated to
the Members pro rata in accordance with their respective Percentage Interests.
7.2 Allocation of Net Losses. The Net Losses of the Company shall be allocated to
the Members pro rata in accordance with their respective percentage Interests.
7.3 Distributable Cash. Subject to Section 7.4 and Section 8.2, Distributable Cash
shall be distributed between the Members pro rata in accordance with their respective Percentage
Interests.
7.4 Limitation on Distributions. Notwithstanding anything to the contrary contained
herein, no distribution may be made if, after giving effect to the distribution, (i) the Company
would not be able to pay its debts as they become due in the usual course of business or (ii) the
Company's total assets would be less than the sum of its total liabilities plus, except to the extent
this Agreement provides otherwise, the amount that would be needed if the Company were to be
dissolved at the time of the distribution, to satisfy the preferential rights upon dissolution of
members whose preferential rights are superior to the rights of the Member receiving the
distribution. Such determination may be made in accordance with Section 57C-4-06 of the
North Carolina General Statutes. Further provided, to the extent that distributions are made
pursuant to Section 7.3 out of funds other than Distributable Cash, future distributions of
Distributable Cash will be reduced.
7.5 Tax Allocations.
(a) To the extent permitted by the Treasury Regulations, all items of income,
gain, loss, and deduction for Federal and state income tax purposes shall be allocated in
accordance with the corresponding "book" items; however, all items of income, gain,
loss, and deduction with respect to property with respect to which there is a difference
between Agreed Value and adjusted tax basis shall be allocated in accordance with the
principles of Section 704(c) of the Code and the Treasury Regulations thereunder.
(b) In the event that the company has taxable income that is characterized as
ordinary income under the recapture provision of the Code or the North Carolina General
Statutes or other income tax or revenue laws of any taxing authority, each Member's
distributive share of taxable gain or loss from the sale of the Company Assets (to the
extent possible) shall include a proportionate share of this recapture income equal to that
Member's share of prior cumulative depreciation deductions with respect to the assets
that gave rise to the recapture income.
7.6 Tax Withholding. The Company shall be authorized to pay on behalf of any
Member any amounts to any federal, state or local taxing authority as may be necessary for the
Company to comply with tax withholding provisions of the Code or the North Carolina General
Statutes or other income tax or revenue laws of any taxing authority. To the extent the Company
pays any such amounts that it may be required to pay on behalf of a Member, sue q _
.i D
-18- MAY 24(01

be treated as a distribution to such member and shall reduce the amount otherwise distributable
to such member.
ARTICLE VIII
DISSOLUTION AND WINDING UP OF THE COMPANY
8.1 Dissolution of Company.
(a) The Company shall be dissolved and its activities shall be wound up upon
the first to occur of the following:
(i) By written consent of Members owning more than 50% of the
Percentage Interests; or
(ii) By entry of a decree of judicial dissolution (as provided in Section
57C-6-02 of the North Carolina General Statutes); or
(iii) By filing by the North Carolina Secretary of State of a Certificate
of Dissolution (as provided in Section 57C-6-03 of the North Carolina General
Statutes); or
(iv) Unless all the Members unanimously agree otherwise, upon a sale
of all or substantially all of the Company's assets.
(b) Notwithstanding any provision of the North Carolina Limited Liability
Company Act to the contrary, the Company shall continue and not dissolve as a result of
the death, retirement, resignation, expulsion, bankruptcy or dissolution of any Member or
any other event that terminates the continued membership of the Member.
(c) The Manager shall notify the Members of the occurrence of any event
which would cause dissolution of the Company.
8.2 Final Liquidation.
(a) Upon any dissolution of the Company, its assets shall be liquidated, and its
affairs shall be wound up as soon as practicable thereafter. A court may wind up the
Company's affairs, or appoint a Person to wind up its affairs, on application of any
Member, his legal representative, or assignee. The Persons charged with winding up the
Company shall collect its assets, dispose of its properties that will not be distributed in
kind to its Members, discharge or make provision for discharging its liabilities, and
distribute its remaining assets as provided in Section 8.2(b) below. Upon such
dissolution, a reasonable time shall be allowed for the orderly liquidation of the assets of
the Company and the discharge of liabilities to creditors so as to minimize the losses
normally attendant to a liquidation. The Company shall continue in existence following
its dissolution and during its winding up, but shall carry on only that business appropriate
to wind up and liquidate its business affairs.
MAY242010

(b) Upon any such dissolution of the Company, the net assets, if any, of the
Company available for distribution, and any cash proceeds from the liquidation of any
such assets, shall be applied and distributed in the following order, to the extent available:
(i) First, to creditors, including Members who are creditors, to the
extent permitted by law, in satisfaction of liabilities of the company (other than
liabilities for distributions to members under Section 57C-4-04 of the North
Carolina General Statutes); and
GO Thereafter, to the Members with positive Capital Account balances,
pro rats in accordance with the ratio of their positive Capital Account balances.
(c) Upon the dissolution and commencement of winding up of the Company,
the members shall file Articles of Dissolution with the North Carolina Secretary of State
in accordance with Section 57C-6-06 of the North Carolina General Statutes.
8.3 Deficit Capital Account. If a Member has a deficit balance in his Capital Account
at the time of the liquidation of the Company or the liquidation of such Member's Membership
Interest in the Company (after crediting allocations of income and debiting allocations of loss to
his Capital Account), such Member shall under no circumstances be required to pay to the
Company, its creditors or any Member the amount of the deficit balance. No provision of this
Agreement shall be construed as creating a restoration obligation or any other obligation relative
to a negative or deficit Capital Account balance or any other obligation for the benefit of third
parties not executing this Agreement.
8.4 Payment in Cash or in Kind Except as otherwise provided herein, (i) no
Member, regardless of the nature of the Member's Capital Contribution, shall have the right to
demand or receive a distribution from the Company in any form other than cash and (ii) no
Member may be compelled to accept from the Company a distribution of any asset in kind
unless all Persons with interest in the Company receive at the same time a distribution of an
interest in the property distributed that is proportionate to their interest in the Company.
8.5 Liquidating_Trust. Distributions pursuant to this Article VIII may be made to a
trust established by the Members or the Company for the benefit of the Members for the
purposes of liquidating the Company's assets, collecting amounts owed to the Company and
paying liabilities and obligations of the Company. The assets of any such trust shall be
distributed to the Members from time to time, in the reasonable discretion of the trustee of the
liquidating trust, in the same proportions as the amount distributed to such trust by the Company
would otherwise have been distributed to the members pursuant to this Agreement.
ARTICLE IX
WITHDRAWAL OF MEMBERS AND TRANSFER OF MEMBERS' INTERESTS
9.1 Effect of Assignment. An assignment of a Membership Interest shall not dissolve
the Company nor entitle the assignee to become or exercise any rights of a member. A Person
shall cease to be a member upon assignment of all of his Membership Interest. The pledge of, or
granting of a security interest, lien or other encumbrance in or against, all or any part of the
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j MAY 2 4 2010

membership Interest of a Member shall not cause the Member to cease to be a Member or the
secured party to have the power to exercise any rights or powers of a Member. Irrespective of
whether an assignee of a membership Interest becomes a member, the assignor shall not be
released from the Liability to the Company under Section 57C-4-02 of the North Carolina
General Statutes and Section 5.2(a) hereof (liability for contribution) or Section 57C-4-07 of the
North Carolina General Statutes and Sections 5.2(c) and 5.2(d) hereof (relating to liability upon
wrongful distribution).
9.2 Restriction on Withdrawal or Transfer. Except as otherwise provided herein,
without the written consent of all other Members, no Member may withdraw, resign or retire
from the Company or transfer his Membership Interest at any time prior to the Company's
dissolution and liquidation.
9.3 Condition Precedent to Transfer of Membership Interest. No transfer of a
Membership Interest may be made (i) if such transfer constitutes a violation of the registration
provisions of the Securities Act of 1933, as amended, or the registration provisions of any
applicable state securities law or real estate syndication provisions of any applicable state
securities law or real estate syndication law; (ii) if after such transfer the Company will not be
classified as a partnership for Federal income tax purposes rather than as an association taxable
as a corporation; or (iii) if such transfer, when taken together with other prior transfers, results in
a "termination" of the Company as a partnership for Federal income tax purposes. The Company
may require, as a condition precedent to transfer of a Membership Interest, delivery to the
Company at the proposed transferor's expense, of an opinion of counsel satisfactory (both as to
the counsel and substance of the opinion) to the Members that the transfer will not violate any of
the forgoing restrictions.
9.4 Rights and Liabilities of, and Restriction on, Assignee. An assignment of a
Member's Membership Interest entitles the assignee to receive, to the extent assigned, only the
distributions and allocations to which the assignor would be entitled but for the assignment. No
assignment shall constitute the assignee a Member except as provided in Section 9.5 hereof, and
no assignee of a membership Interest shall have the right to participate in the Company, inspect
the books of account of the Company or exercise any other right of a member until admitted as a
Member. Upon an assignment in compliance with the provisions of this Article IX, such
assignee shall be entitled to receive the share of income, gain, expense, loss and deduction and
cash distributions provided hereunder that is assigned to it, and, upon demand, may receive
copies of all reports thereafter delivered pursuant to the requirements of this Agreement,
provided the Company shall have first received a duly executed and acknowledged written
instrument of assignment in a form satisfactory to the Members, the terms of which are not in
contravention of any of the provisions of this Agreement. The Company's tax returns shall be
prepared to reflect the interest of assignees as well as Members.
9.5 Assignee as Member -- Conditions to Fulfill.
(a) No assignee of a Membership Interest shall have the right to become a
Member in place of his assignor unless all of the following conditions are satisfied:
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MAY

(i) The duly executed and acknowledged written instrument of assignment
which has been filed with the Company sets forth that the assignee becomes a
member in place of the assignor;
(ii) The Membership Interest being acquired by the assignee consists of the
entire interest of the assigning Member, unless the other Members, in their
sole discretion, waive this condition;
(iii)The assignor and assignee execute and acknowledge such other
instruments as the Members may deem necessary or desirable to effect such
admission, including, but not limited to, the written acceptance and adoption
by the assignee of the provisions of this Agreement.
(iv)The written consent of all other Members to such substitution shall be
obtained;
(v) Payment has been made to the Company of all costs and expenses of
admitting any such assignee as a Member; and
(vi)The assignee shall have provided the Company with such notice as may be
required by Section 6050L of the Code or anv other provision of the Code-
(b) As assignee who becomes a Member shall have, to the extent assigned, the
rights and powers, and is subject to the restrictions and liabilities of a Member under the
Articles, this Agreement and Chapter 57C of the North Carolina General Statutes.
Notwithstanding the forgoing, as assignee who becomes a Member shall be liable for any
obligations of his assignor to make contributions pursuant to Section 5.2(a) hereof and
Section 57C-4-02 of the North Carolina General Statutes, but shall not be liable for
obligations of his assignor relating to wrongful distributions under Sections 5.2(c) and
5.2(d) hereof and Section 57C-4-07 of the North Carolina General Statutes. Such
assignee shall not be obligated for liabilities unknown to the assignee at the time the
assignee became a member, and which could not be ascertained from the Articles or this
Agreement.
9.6 Further assignment by Assignee. An assignee of a Membership Interest who does
not become a Member and desires to make a further assignment of such Membership Interest
shall be subject to all the provisions of these Article IX to the same extent and is the same
manner as any member desiring to make an assignment of his Membership Interest.
9.7 Allocations Between Transferor and Transferee. Upon the transfer of a
Membership Interest, all items of income, gain, loss, deduction and credit attributable to the
Membership Interest so transferred shall be allocated between the transferor and the transferee in
such manner as the transferor and transferee agree at the time of transfer, provided such
allocation does not violate Federal or state income tax law. If no such agreement between the
transferor and the transferees is reached or if the Members, in their sole discretion, deem such
laws violated, then such allocation shall be made in such manner as the Members deem
necessary to comply with Federal or state income tax laws.
-22- MAY 2 '4 2010
BY:

9.8 Transfer Pursuant to Bona Fide Offer.
(a) Right of Refusal. If a Member receives an offer from a third party to buy
all or part of the Membership Interest (a "Proposal") owned by such Member (hereinafter
any selling Member shall be referred to in this Section 9.8 as the "Offeror") and such
Offeror does not reject such Proposal, the Offeror shall first submit to the Company a
written offer (an "Offer") to transfer or sell such Membership Interest under the same
terms and conditions contained in the Proposal. Such Offer shall include the information
described in Section 9.8(c) below. The Company shall have thirty (30) days from the
date of receipt of such Offer to accept such Offer to purchase all, but not less than all, of
the Offeror's Membership Interest subject to the Offer (the (Offered Interest") upon the
terms and conditions contained in the Offer except that closing shall be as provided at
Section 9.8(d) below. Each Offer shall be a binding offer to sell or otherwise transfer the
Offered Interest to the Company until expressly accepted or rejected by written notice to
thee Offeror from the Company or until the expiration of the thirty (30) day period
provided in this Section 9.8(a), whichever is earlier.
(b) Offer to members. Upon termination of the Offer to the Company referred
to in Section 9.8(a) above, the Offeror shall then submit to each of the other Members the
identical Offer to sell to the other Members the Offered Interest under the same terms,
conditions and price previously offered to the Company. Such Offer to the other
members shall continue to be a binding offer to sell until expressly accepted or rejected
by written notice to the Offeror from each other Member or until the expiration of thirty
(30) days after the delivery of such Offer to the other members, whichever time is earlier.
If more than one of the other members elects to purchase the Offered Interest, each of
them shall purchase the portion of the Offered Interest equal to the proportion that his
Percentage Interest bears to the total Percentage Interests of all purchasing members
(unless they shall agree otherwise). If the other Members elect to purchase less than all
of the Offered Interest, no election to purchase a portion of the Offered Interest shall be
effective and the Offeror shall have the right to sell the Offered Interest to the third party
named in the Proposal. In the event of the acceptance of the Offer by the Member(s), the
date of the closing shall be as provided in Section 9.8(d) below.
(c) Contents of Offer. Every Offer submitted in accordance with the
provisions of Sections 9.8(a) and 9.8(b) above shall specifically name the third party who
has submitted a Proposal, the membership Interest which is subject to the Proposal, and
the price and other terms contained in the Proposal.
A Closing. Upon acceptance of the Offer by the Company or by the
Member(s), the purchase of the Offered Interest shall be on such terms and conditions as
those contained in the Offer except that the date of closing shall be designated by the
purchaser, which date shall be no later than four months from the date of the written
notice of acceptance of the Offer. The closing shall take place at any time and location
mutually agreed upon by the parties.
(e) Subsequent Transfer. Upon rejection of the Offer by each of the other
Members or the expiration of the thirty (30) day period referred to in Section 9.8(b)
above, the Offeror shall, for a period of sixty (60) days thereafter, be frerto _Se
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MAY 2 4 2010

Offered Interest to the third party named in the Proposal at the price and upon the terms
stated in the Proposal. Any such third parry shall, in connection with the closing of its
purchase of the Membership Interest, comply with all of the terms and conditions of this
Article 9, and agree in writing to be bound by the terms of this Agreement. If within such
sixty (60) day time period the Offeror fails to sell all of the Offered Interest to the third
party, then the Offeror may not sell to the third party any of the membership Interest
without again complying with the provisions of this Section 9.8.
9.9 Events of Sale.
(a) Events of Sale. The occurrence of any of the following events shall
constitute an Event of Sale with respect to a Member for purposes of this Agreement:
(i) Voluntary proceedings by, or involuntary proceedings against, any
member are commenced under any provision of any federal or state act
relating to bankruptcy or insolvency;
(ii) The membership Interest of any Member is attached or gamished;
(iii)Any judgement is obtained in any legal or equitable proceeding against
any Member and the sale of its Membership Interest is contemplated or
threatened under legal process as a result of such judgment;
(iv)Any execution process is issued against any Member or against its
Membership Interest; or
(v) Any other form of legal proceedings or process is threatened or
commenced pursuant to which the Membership Interest of any Member may
be sold or transferred either voluntarily or involuntarily (including, without
limitation, an equitable distribution proceeding).
(b) Option to the Company. For a period of sixty (60) days after occurrence
of any Event of Sale, the Company shall have the option to purchase from the affected
Member (such party being hereinafter referred to as the "Selling Member"), all or any
portion of the Membership Interest owned by the Selling Member at the time of the Event
of Sale, at the price and upon the terms set forth in Sections 9.9(d) and (e) hereof. Such
option shall be exercisable by notice in writing to the Selling Member and to the other
members within such sixty (60) day period, and a failure by the Company to give written
notice of exercise during such sixty (60) day period shall be deemed a rejection by the
Company of its option to purchase. The Selling Member shall not have the right to vote
as a member on the decision by the Company to exercise or not to exercise such option.
It is understood that, if the Company shall exercise or shall desire to exercise an option
granted to it herein, and if the Company shall or would not be able, by reason of legal or
contractual restrictions, to consummate the purchase of the Membership Interest required
by such option, the Members and any legal representative of a deceased member shall
then use their best efforts to eliminate any such restrictions and thereby enable the
Company to purchase and pay for such membership Interest; provided, however, that this
provision shall not require that any Member contribute additional funds to.:he K arivany.
24 - �w '
MAY 24 20101
Lv

(c) Purchase Price. The Purchase price for any Membership Interest
hereunder shall be equal to the fair market value of such Membership Interest as agreed
upon by the Members from time to time as provided herein (the "Event of Sale Agreed
Value"). The Members shall endeavor to determine the event of Sale Agreed Value of a
Unit of Membership Interest at the end of each fiscal year of the Company. In the
absence of such agreement by the Members for any three consecutive years, such Event
of Sale Agreed Value shall be determined by taking the average of three realistic
appraisals thereof by independent qualified appraisers, and the Members shall be bound
thereby until such time as the Event of Sale Agreed Value is subsequently determined in
accordance with this Section. If the Event of Sale Agreed Value must be determined
prior to the end of the first fiscal year, it shall be equal to the fair market value of such
Membership Interest as agreed upon by the Members. If the Members are unable to
agree on the fair market value of such Membership Interest, the Event of Sale Agreed
Value shall be determined according to the appraisal methods described in this Section
9.9(d) until such time as the Members are able to reach an agreement. The purchase price
payable to the Selling Member, as agreed upon or determined as provided herein, shall be
paid in full in cash at the closing of the purchase and sale transaction; provided, however,
that in the event the Company exercises its option to purchase hereunder, such purchase
price may be paid by an initial cash payment at such closing in an amount equal to at
least twenty percent (20%) of the purchase price and by the execution and delivery by the
Company at such closing of a promissory note for the balance due. Such promissory note
shall provide for equal quarterly installments of principal over a term not to exceed five
years, and shall bear interest at the minimum applicable rate allowed at the time under the
imputed interest rules of the Internal Revenue. Code of 1986, as amended, or the
corresponding provisions of any future federal tax code. Interest shall be payable
quarterly, together with installments of principal. Such note shall be subject to
prepayment at any time in whole or in part, without premium or penalty. Such note shall
further provide that such note shall become immediately due and payable in full if, prior
to payment of such note (i) the Company shall be a party to any merger or consolidation
as a result of which the holders of the outstanding membership interests of the Company
ownership interest of the surviving or resulting entity, (ii) the Company shall sell or
transfer (other than as security for an obligation of the Company) all or substantially all
of its assets, or (iii) the holders of the outstanding membership interests of the Company
shall sell or transfer more than fifty percent (50%) of the outstanding membership
interests of the Company to any other person.
(d) Closings. If the Company and/or any Member shall exercise an option to
purchase granted to such parties in this Article, the closing of the purchase and sale
transaction shall be held at the principal office of the Company on date designated by the
purchaser or purchasers, which date in no event shall be later than one hundred fifty (150)
days after occurrence of the Event of Sale. If there is more than one purchaser of the
Membership Interest being sold, the Selling Member may require that all purchases close
concurrently on the same date.
(e) Effect of Failure to Purchase. If the Company and the other Members do
not elect to purchase all of the Membership Interest owned by the Selling Member at the
time of occurrence of the Event of Sale, no election to purchase a portion of such
- 25 -7M'Ay
242010

Membership Interest shall be effective, and the Selling Member shall continue to own all
of such Membership Interest, subject to the terms and provisions of this Agreement.
(f) Life Insurance. The Company may maintain insurance policies on the
lives of the Members in amounts sufficient to satisfy the purchase price of the Company's
option to purchase the Members' Membership Interest pursuant to this Section. Upon the
death of a member, the Company shall use its best efforts to promptly collect the
proceeds of the insurance policies owned by it that are payable as the result of the death
of the deceased member (if any), and the Company shall pay under the terms and
conditions provided hereunder such proceeds, or so much thereof as is equal to the
purchase price of the Membership Interest as determined under the provisions of Section
9.9(d) hereof, to the Selling Member or his estate in exchange for such Membership
Interest free and clear of all liens and encumbrances, including tax claims. Any insurance
proceeds in excess of the purchase price shall be retained by the Company.
9.10 Family Transfers. A Member may, upon notice to the other Members (which
notice may be given after a testamentary transfer), freely transfer his Membership Interest, or any
portion thereof, to a member of his immediate family. By "immediate family" it is meant such
Member's spouse, children, grandchildren, parents or the trustee of a trust for the benefit of any
such persons or the Member and any such persons. The transferee of the Membership Interest of
a Member shall be subject to all the terms, conditions, restrictions and obligations of this
Agreement, including the provisions of this Article concerning the admission of such transferee
as a Member. For purposes of applying Section 5.1(b) hereof, the original Member who made a
transfer pursuant to this Section 9.10 shall be treated as continuing to own the transferred
interest.
9.11 Death, Incompetency, Incapacity or Dissolution of Member. If a Member who is
an individual dies or a court of competent jurisdiction adjudges the Member to be incompetent to
manage his Person or property, the Member's executor, administrator, guardian, conservator or
other legal representative may exercise all of the Member's rights for the numose of settling his
estate or administering his property, including any power the Member had under the Articles or
this Agreement to give an assignee the right to become a member. If a Member is a corporation,
trust or entity, and is dissolved or terminated, the powers of that Member may be exercised by its
legal representative or successor for the purpose of liquidating, winding up, and making final
distributions of the entity's assets to its owners, beneficiaries or creditors.
ARTICLE X
RECORDS, ACCOUNTING AND REPORTS
10.1 Books and Records. At all times during the continuation of the Company, the
Manager shall keep or cause to be kept true and full books of account showing all receipts and
expenditures, assets and liabilities, profits and losses and all other records necessary for
recording the Company's business and affairs including those sufficient to record the allocations
and distributions provided for in Article VII hereof. The Manager shall cause such books of
account to be maintained at all times at the registered office of the Company as set forth in
Article III hereof. In addition to such accounting records, the Manager shall cause the following
to be maintained at the registered office of the Company:
- 26 -'� . ','�.i
MAY 242010

(a) a current list of the full name and last known mailing address of each
Member set forth in alphabetical order;
(b) a copy of the Articles (and all amendments thereto);
(c) copies of the Company's Federal, state and local income tax returns and
reports, if any, for the six most recent years; and
(d) copies of this Agreement (and any amendments hereto) and any financial
statements of the Company for the three most recent years.
10.2 Access to Records. The books and records of the Company (including without
limitation that information specified in Section 57C-3-04 of the North Carolina General Statutes)
shall be open to the inspection and examination of all Members in person or by their duly
authorized representatives at reasonable time, and may be copied by any such Member at his or
its own expense.
10.3 Bank Accounts and Investment of Funds
(a) The Manager shall open and maintain, on behalf of the Company, a bank
account or accounts at such time and in such depositories as it shall determine, in which
all monies received by or on behalf of the Company shall be deposited. All withdrawals
from such accounts shall be made upon the signature of such Person or Persons as the
Manager may from tine to time designate.
(b) Any funds of the Company which the Manger may determine are not
currently required for the conduct of the Company's business may be invested in short-
term debt obligations (including but not limited to obligations of Federal or state
governments and their agencies, commercial paper, money market accounts, and
certificates of deposit of commercial banks, savings banks or savings and loan
associations), at the discretion of the Manager.
10.4 Resorts.
(a) The Manager shall prepare or cause to be prepared, at the Company's
expense, at the end of each fiscal year of the Company, an annual accounting showing the
financial condition of the Company at the end of such fiscal year and the results of its
operations for the fiscal year then ended, which annual accounting shall be prepared on
the accrual basis (in the sole discretion of the Manager) and, if required by the
Company's creditors, in accordance with generally accepted accounting principles. Such
accounting shall be delivered to each of the Members promptly after it has been prepared.
It shall include a balance sheet as of the end of such fiscal year and statements of income,
Members' equity and changes in financial position for such fiscal year. Such annual
accounts are not required to be audited and certified by independent certified public
accountants.
- 27 - 7�m��41Y22 zalo
BY:

(b) In addition to the annual accounting provided for in Section 10.4(a), the
Manager shall prepare or cause to be prepared at the Company's expense:
(i) income tax returns for the Company which it shall timely file with
appropriate authorities; and
(ii) a notice of each Member's share of the Net Profits or Net Losses
for Federal income tax purposes for each year and any other information
necessary for preparation by each member of his Federal income tax return, which
shall be delivered to such Member within 90 days after the end of each fiscal year.
(c) The Manager shall file all annual reports required under law to be made on
behalf of the Company, including without limitation that required under Section 57C-2-23
of the North Carolina General Statutes to the Secretary of State of North Carolina. Such
reports shall be delivered within the time required by applicable law.
10.5 Tax Accounting Methods; Periods: Elections. The Company shall keep its
financial accounting records utilizing the same methods used to report its income for income tax
purposes. The determination of whether to utilize accelerated cost recovery or another methods
of cost recovery or depreciation, and the selection among any other allowable, alternative tax
accounting methods or principles shall be made by the Managers and shall be those methods and
principles which are determined by them, in their sole discretion, to be in the best interests of a
majority in interest of the Members. The Company's annual financial accounting and tax
accounting period shall be the calendar year. The Managers may cause the Company to make
any election allowable to the Company under the Code, including elections under Section 754 of
the Code with respect to the Company distributions described in Section 734 of the Code and
with respect to transfers of Membership Interests described in Section 743 of the Code, provided
all such elections are determined by the Manager in its sole discretion, to be in the best interest
of a majority in interest of the Members. Provided, however, the Manager(s) shall not be
required to made an election under Section 754 of the Code, and neither the Company nor the
Manager(s) shall be held responsible or liable for the failure to make such election. In the event
such election is made, all costs and expenses incurred by the Managers and the Company in
connection with such election, including the fees and expenses of the Company's accountants
and tax advisers, shall be borne by the transferee making such request.
ARTICLE XI
MISCELLANEOUS
11.1 No Waiver of Provisions. The failure or delay in enforcing compliance at any
time with respect to any of the provisions, terms or condition shall not constitute a waiver of any
such provision, term or condition.
11.2 In and Construction. This Agreement and the Exhibit hereto contain
the entire agreement among the Members and any modification or amendment hereto must be in
writing signed by all of the Members. Where the context so requires, the masculine shall include
the feminine and the neuter and the singular shall include the plural. The headings and captions
in this Agreement are inserted for convenience and identification only and are in no way
I 7CZ
MAY242010

intended to define, limit or expand the scope and intent of this Agreement or any provision
hereof. The references to Section and Article in this Agreement are to the Sections and Articles
of this Agreement and not any particular Section, Article or paragraph only.
11.3 Governing Law. This Agreement shall be governed by and construed in
accordance with the laws of the State of North Carolina.
11.4 Partial Invalidity. In the event that any part of provision of this Agreement shall
be determined to be invalid or unenforceable, the remaining parts and provisions of said
Agreement which can be separated from the invalid, unenforceable provision shall continue in
full force and effect.
11.5 Binding Effect. The terms, conditions and provisions of this Agreement shall
inure to the benefit of, and be binding upon, the parties hereto and their respective heirs,
successors, distributees, legal representatives and permitted assigns. Provided, however, nothing
in this Agreement, expressed or implied, is intended or shall be construed to give to any creditor
of the Company or any creditor of any Member or any other Person or entity whatsoever, other
than the Members in the Company, any legal or equitable right, remedy or claim under or in
respect of this Agreement or any covenant, condition or provisions herein contained, and such
provisions are and shall be held to be fore sole and exclusive benefit of the Members and the
Company.
11.6 Notices and Delivery.
(a) To the Members. Any notice to be given hereunder at any time to any
Member, or any documents, reports or returns required by this Agreement to be delivered
to any Member, may be delivered personally or mailed to such Member, postage prepaid,
addressed to him at such address as he shall by notice to the Company have designated as
his address for the mailing of all notices hereunder or, in the absence of such notice, to
the address set forth in the Preamble to this Agreement_ Any notice, or any document,
report or .return so delivered or mailed shall be deemed to have been given or delivered to
such Member at the time it is delivered or mailed, as the case may be.
(b) To the Company or the Manager. Any notice to be given to the Company
or the Manager hereunder may either be delivered personally or mailed by registered or
certified mail, postage prepaid, addressed to the Company at the address of its registered
office set forth in Article III hereof. Any notice so delivered or mailed shall be deemed
to have been given to the Company or the Manager at the time it is delivered or mailed,
as the case may be.
11.7 Counterparts, This Agreement may be executed in any number of separate
counterparts, each of which shall be deemed an original, and the several counterparts taken
together shall constitute the agreement of the Members.
11.8 Statutory Provisions. Any statutory reference in this Agreement shall include a
reference to any successor to such statute and/or revision thereof.
MAY 242010
-29-
BY:

11.9 Waiver of Partition. Each parry does hereby waive any right to partition or the
right to take any other action which might otherwise be available to such party for the purpose of
severing such party's interest in the property held by the Company from the interests of others
members until the end of the term of both this Company and any successor entity formed
pursuant to the terms hereof.
11.10 Tax matters Partner. The Manager shall act as the "Tax Matters Partner" within
the meaning of Subchapter C, Chapter 63 of the Code and as such will serve as principal
representative of the Company in partnership -level administration and judicial proceedings with
the Internal Revenue Service. In addition to the duty of the Tax Matters Partner to keep each
Member informed of all administrative and judicial tax proceedings, the following provisions
shall apply with respect to the activities of the Tax Matters Partner:
(a) The Tax Matters Partner shall not consent to an extension of the statute of
limitations without the consent of Members owning a majority of the Percentage
Interests.
(b) The Tax Matters Partner shall not bring suit in any forum without the
consent of Members owning a majority of the Percentage Interests.
(c) Following the receipt by the Tax Matters Partner of any notice that the
Internal Revenue Service intends to audit any tax return of the Company, the Tax Matters
Partner shall promptly copy the Members with all further written communication to and
from the Internal Revenue Service concerning any such proceeding.
(d) The Tax Matters Partner shall take all procedural steps reasonable
requested in writing by Members owning a majority of the Percentage Interests, including
but not limited to requesting extensions of time in which to protest any notice of
proposed deficiency and the time, date, and place of any meetings or hearings concerning
the tax matters in issue.
11.11 Investment Representation. Each of the Members hereby represents to the
Company and other Members that: such Member has adequate means of providing for current
needs and possible contingencies, has no need for liquidity in the investment made in the
Company, is able to bear the substantial economic risks of an investment in the Company for an
indefinite period, at the present time could afford a complete loss of such investment, and the
investment in the Company is suitable to the Member as to the Member's other security holdings
and financial situation and needs. Each of the Members acknowledges that the investment in the
Company involves a high degree of risk and that the entire investment could be lost. Each of the
Members represents that it is acquiring its interest in the Company for its own account, for
investment and not for the account of any other person or entity and not for distribution,
assignment or resale to others, and no other person has a direct or indirect beneficial interest in
such interest. Each of the Members represents that it has such knowledge and experience in
financial, tax and business matters to be capable of evaluating the merits and risks of the
investment in the Company and to make an informed investment decision with respect thereto.
11.12 Arbitration. The parties hereto agree that any and all disputes between them, and
any claim by any party that cannot be amicably settled, shall be determined solely and
- 30 - y �..,. -..-
MAY 242010

exclusively by arbitration in accordance with the Commercial Arbitration Rules of the American
Arbitration Association or any successor thereof . Arbitration shall take place at an appointed
time and place in Dunn, North Carolina.
IirT WHIWESS WHEREOF, the parties hereto have hereunto set their respective hands
and seals as of the day and year first above written.
!mow
/ ! r
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- 16
MEMBERS:
(S
Garland Wayne Tuton, Member `
(SEAL)
Rhett K Raynor, Uember
rr
(SEAL)
N. Harris! Member
MML &ASSOCIATES, Member
ByC 1,; L� -7-1 _ dz .
Carlie C. McLamb, General Partner
TART & TART, INC., Member
By
Title: �..
Y10

a� a NORTH CAROLINA
Department of The Secretary of State
To all whom these presents shall come, Greetings:
I, ELAINE F. MARSHALL, Secretary of State of the State of North Carolina, do hereby
certify the following and hereto attached to be a true copy of
ARTICLES OF ORGANIZATION
OF
CAROLINA FOREST APARTMENTS, LLC
the original of which was filed in this office on the 6th day of January, 2010.
IN WITNESS WHEREOF, I have hereunto set
my hand and affixed my official seal at the City
of Raleigh, this 6th day of January, 2010.
Certification# C20093640001 1 -1 Reference# C20093640001 1 -1 Page: 1 of 3
Verify this certificate online at www.secretary.state.nc.us/verification
Secretary of State '4,C1JC'V"I✓'
MAY 2-4 2010
BY: vess

C200936400011
SOSID: 1130517
Date Filed: 1/6/2010 8:59:00 AM
Elaine F. Marshall
North Carolina Secretary of State
C200936400011
ARTICLES OF ORGANIZATION
OF
CAROLINA FOREST APARTMENTS, LLC
Pursuant to §57C-2-20 of the General Statutes of North Carolina, the undersigned
hereby submits these Articles of Organization ,for the purpose of forming a limited liability
company under the laws of the State of North Carolina:
ARTICLE 1
The name of the limited liability company is Carolina Forest Apartments, LLC.
ARTICLE it
The limited liability company shall have perpetual duration.
ARTICLE III
The name and address of each organizer executing these Articles of Organization is as
follows:
Oscar N. Hams
Post Office Box 578
Dunn, NC 28335
ARTICLE IV
The street address and county of the initial registered office of the limited liability
company in the State of North Carolina is 100 Tilghman Drive, Dunn, Harnett County, Cameron,
North Carolina 28334.
ARTICLE V
The mailing address of the initial registered office shall be Post Office Box 1027, nunn,
North Carolina 28335.
ARTICLE Vl
The name of the initial registered agent is Edward S. Turlington.�_
MAY 242010
BY:
Certification# C200936400011-1 Reference# C200936400011- Page: 2 of 3

C200936400011
ARTICLE Vil
The limited liability company shall be a manager -managed limited liability company and,
except as provided by North Carolina General Statutes §57C-3-20(a), the members of the
limited liability company shall not be managers by virtue of their status as members.
ARTICLE Vill
No person who is serving or who has served as a manager of the limited liability
company shall be personally. liable to the limited liability company or any of its members for
monetary damages for breach of duty as a manager, except for liability with respect to (1) acts or
omissions that the manager at the time of such breach knew were clearly in conflict with the
best interests of the limited liability company, (ii) any transaction from which the manager
derived an improper personal benefit, (iii) acts or omissions occurring prior to the effective date
of this article or (iv) acts or omissions with respect to which the North Carolina Limited Liability
Company Act does not permit the limitation of liability. As used herein, the term "improper
personal benefit" does not include a manager's reasonable compensation or other reasonable
incidental benefit for or.. on account of his service as a manager, employee, independent
contractor, attorney or consultant of the limited liability company. No amendment or repeal of
this article, nor the adoption of any provision to these Articles of Organization inconsistent with
this article, shall eliminate or reduce the protection granted herein with respect to any matter
that occurred prior to such amendment, repeal or adoption.
ARTICLE IX
These Articles of Organization shall be effective upon the filing hereof in the office of the
North Carolina Secretary of State.
This day of � day of December 2009.
r
out$)) -
Os'6ar N. Harris
Organizer
RRCF x'FD
MAY 2 4 2010
Certificationt C200936400011-1 Reference# C200936400011- Page: 3 of 3

NCDENR
North Carolina Department of Environment and Natural Resources
Division of Water Quality
Beverly Eaves Perdue Coleen H. Sullins Dee Freeman
Governor Director Secretary
May 19, 2010
Edward S. Turlington, Manager
Carolina Forest Apartments, LLC
P. O. Box 1027
Dunn, NC 28335
Subject: Request for Additional Information
Stormwater Project No. SW8100407
Carolina Place Apartments at Carolina Forest
Onslow County
Dear Mr. Tudington:
The Wilmington Regional Office received and accepted a modified State Stormwater Management Permit
Application for Carolina Place Apartments at Carolina Forest on May 17, 2010. A preliminary in-depth review of that
information has determined that the application is not complete. The following information is needed to continue the
stormwater review:
1. The outlet structure detail shows the permanent elevation to be at the top or the vegetative shelf rather than
the middle as required, please correct.
2. Only one (1) stormwater dimension plan was submitted. Please submit a second copy.
3. The fling documents as listed on the North Carolina Secretary of State's web site do not list the managers of
the Carolina Forest apartments, LLC. Please provide the documentation for Carolina Forest apartments,
LLC's managers.
Please note that this request for additional information is in response to a preliminary review. The requested
information should be received in this Office prior to , or the application will be returned as incomplete.
The return of a project will necessitate resubmittal of all required items, including the application fee.
If you need additional time to submit the information, please mail, email or fax your request for a time extension to
the Division at the address and fax number at the bottom of this letter. The request must indicate the date by which
you expect to submit the required information. The Division is allowed 90 days from the receipt of a completed
application to issue the permit.
The construction of any impervious surfaces, other than a construction entrance under an approved Sedimentation
Erosion Control Plan, is a violation of NCGS 143-215.1 and is subject to enforcement action pursuant to NCGS 143-
215.6A.
Please reference the State assigned project number on all correspondence. Any original documents that need to be
revised have been sent to the engineer or agent. All original documents must be returned or new originals must be
provided. Copies are not acceptable. If you have any questions concerning this matter please feel free to call me at
[phone] or email me at [e-mail].
Sincerely,
Ghw. 13 &, a..•.
Chris Baker
Environmental Engineer II
GDS/csb: S:IWQSISTORMWATERIADDINF012010\100407.mayl0
cc: Jason A. Huston, P. E., Parker & Associates, Inc.
Wilmington Regional Office Stormwater File
Wilmington Regional Office
127 Cardinal Drive Extension, Wilmington, North Carolina 28405 NO a Lai.®11n�
Phone: [phone] FAX: 910�50-20041 Customer Service:1-877-623-6748 Internet www.ncwaterqualky.org iatu6NnAil

PARKER & ASSOCIATES, INC.
Consulting Engineers - Land Surveyors - Land Planners
306 New Bridge Street + P.O. Box 976
Jacksonville, NC 28541-0976
[phone] + Fax: [phone]
Firm License Number F-0108
May 17, 2010
VIA HAND DELIVERY
Mr. Chris Baker
Environmental Specialist
NCDENR, DWQ — Wilmington Regional Office
127 Cardinal Drive Extension
Wilmington, NC 28405
RE: Carolina Place Apartments at
Carolina Forest
Onslow County, NC
Express Stormwater Submittal
Dear Mr. Baker:
Please find enclosed the following items related to the stormwater submittal for the above
referenced:
1. One (1) original and One (1) copy of the Stormwater Management Permit Application Form
2. One (1) copy of the Limited Liability Company Articles of Organization
3. One (1) copy of Property Deed (Deed Book 1598 Page No. 566)
4. One (1) original Wet Detention Basin Supplement
5. One (1) original Wet Detention Basin Operation and Maintenance Agreement
6. One (1) copy of the Stormwater Wet Detention Pond Engineer Calculations
7. Stormwater Narrative
8. One (1) copy of a portion of the Jacksonville North, N.C. USGS Map
9. Two (2) copies of the Plans (Sheets 2, 8 and 10 of 10)
10. One (1) revised Attachment A - Stormwater Master Plan Calculations
11. Two (2) copies of the Carolina Forest Stormwater Master Plan
12. Check No. 998 in the amount of $4,000.00 for the review fee
13. One (1) copy of Soils Report
14. One (1) copy of Stormwater Area Dimensional Plan.
If you have any questions or need any additional information nlaacP rnntart ma
xc: Carolina Forest Apartments, LLC (w/paperwork)
Mr. Garland W. Tuton (w/paperwork)
CF (P), LAM
JAWavk
c 1.JAH.Baker.CarolinaPlaceApts_StormwaterSubLtr.5.17.10
EMAIL ADDRESS: TEXT MESSAGES TO: paitext anbizec.rr.com MAPS AND PLANS TO: paidraftAbizec.rr.com
+ ENVIRONMENTAL ENGINEERING + STORMWATER, WATER AND WASTEWATER SYSTEMS
+ FEASIBILITY AND DEVELOPMENT CONSULTING + GLOBAL POSITIONING SURVEYS + SUBDIVISION AND CONSTRUCTION PLANS

CAROLINA PLACE APARTMENTS
AT
CAROLINA FOREST
STORMWATER NARRATIVE
Carolina Place Apartments is a high -density apartment complex located within the
city limits of Jacksonville. This property is being developed in accordance with the
Carolina Forest Master Plan. This area has been identified as Future Area "A" with a
BUA limit of 266,005 s.f.
The project will capture all the stormwater runoff from the entire site and be
treated with a wet pond (90% TSS Removal Rate) before being released.
The project ultimately drains to a unnamed tributary to Half Moon Creek
classified as Class QNSW waters. The project is located within the White Oak River
Basin. There are not wetlands located within our project site.
c 1.JAH.CarolinaPlace. S W Narr.3.4.10

May 13, 2010
Parker and Associates
PO Box 976
Jacksonville, NC 28540
Ref Carolina. Place
Dear Mr. Parker,
...............................................................
LEM
MAY 17 2010
A soil evaluation was conducted on the above referenced site to determine the SHWT and
the hydraulic conductivity of the soil in the proposed storm water pond area. This was
conducted with a hand auger and descriptions were typically as follow:
Depth Texture Structure
0-13"
SL
GR
13-24"
SCL
SBK
24-36"
SCL
ABK (angular blocky)
36-60"
SCL
ABK (angular blocky)
The soil survey has the area mapped as Goldsboro, and this was verified in the field. The
SHWT was determined to be between 18 and 24" below the surface. This was
determined by the presence of soil chroma of 2 or less using the Munsell Soil Color
Chart. Hydraulic conductivity was determined to be .5" per hour .
If you have any questions please feel free to contact me at 910-330-2794. Thank You.
Sincerely,
/A--�
R. Haywood Pittman II
NC Licensed Soil Scientist

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PARKER & ASSOCIATES, INC.
Consulting Engineers - Land Surveyors - Land Planners
306 New Bridge Street + P.O. Box 976
Jacksonville, NC 28541-0976
[phone] + Fax: [phone] License Number F-01 M
v 4
CAROLINA PLACE APARTMENTS AT CAROLINA FOREST
JACKSONVILLE, NORTH CAROLINA CARp��ii�
������' •Egg j ��?����
STORMWATER WET DETENTION POND �,••oF v •�
: x SEAL
ENGINEERING CALCULATIONS ;• 34 978 ,tl
MAY 2010
Total Drainage Area
Impervious Area:
16.02 Ac or 697,780 SF
Buildings/Streets/Parking/Sidewalks/Other 266,005 ftz
Percent Impervious = Impervious = 266,005 = 38.1 %
Total 697,780
2. PERMANENT POND SURFACE AREA
From Table 10-4 from NCDENR Stormwater BMP Manual for 40% impervious, 5.5 average
basin depth without Vegetative Filter (90% TSS Removal) Yields SA/DA = 2.5%
697,780 SF x 2.5 % = 17,445 SF surface area required
Permanent pool elevation is 44.0
Area at 44.0 elevation = 18,126 SF provided OK
EMAIL ADDRESS: TEXT MESSAGES TO: i)[e-mail] MAPS AND PLANS TO: [e-mail]
+ ENVIRONMENTAL ENGINEERING ♦ STORMWATER, WATER AND WASTEWATER SYSTEMS
i FEASIBILITY AND DEVELOPMENT CONSULTING + GLOBAL POSITIONING SURVEYS ♦ SUBDIVISION AND CONSTRUCTION PLANS

ENG-2
3. REQUIRED TEMPORARY WATER QUALITY STORAGE VOLUME
Retain 1.5" of runoff from area draining to pond
Use Schueler ASimple Method@ from Stormwater Best Management Practices Manual
RV= 0.05 + 0.009 (1)
RV= Runoff coefficient (inch per inch)
I= Percent Impervious
RV= 0.05 + 0.009 (38.1) = 0.393 inch / inch
Find Temporary Water Quality Volume
V = (Design Rainfall) (RV) (Drainage Area)
_ (1.5 inch) (0.393 inch / inch) (1 ft.) (697,780 SF)
(12 in.)
= 34.278 CF Required
4. DESIGN TEMPORARY WATER QUALITY STORAGE VOLUME
Use 1.7 Ft. Temporary Pool Depth
Area at 44.0 elevation (permanent pond) = 18,126 SF
Area at 44.5 elevation (vegetated shelf) = 21,096 SF
Average Area = 19,611 SF
Volume (1) = 19,611 SF x 0.5 ft. depth = 9,805 CF
Area at 45.70 elevation (Temporary Pool) = 23,361 SF
Average = 22,228 SF
Volume (2) = 22,228 SF x 1.2 ft. depth = 26,673 CF
Total Volume Provided = 26,673 CF + 9,805 CF = 36,478 CF >_ 34,278 CF Required. OK

ENG-3
5. GROUNDWATER INFILTRATION
SHWT = 20" Depth
Natural Ground Elevation = 48.00
Stormwater Pond Permanent Pool Elevation = 44.00
48 — 44 — ( 20 in ) = 2.33 ft depth of pond below SHWT
12 in/ft
Perimeter of pond = 573 ft
Groundwater Velocity = 1/2"
hour
Q=VA
Q= (0.5 in/hr) X (2.33 ft x 573 ft)
12 in/ft
_ 55.6 ft3/hr 3
Q — 3600 s/hr — 0.0154 CFS (f s )
A rate of 0.0154 CFS to be added to Q flow to determine orifice size.
6. RELIEVE TEMPORARY WATER QUALITY VOLUME IN 2 TO 5 DAYS
Q = Cd 2g (orifice equation)
Q= 34,278 CF) 2 days = 0.198 CFS
Q= 34,278 CF ) 5 days = 0.079 CFS
Cd = 0.60
g = 32.2 fUsec
h = 0.57 driving head Groundwater Inflow
For 2 Day Release 1
Solve For A = Q = o.19s + 0.0154 = 0.059 SF
Cd 2gh (0.6) 2(32.2)(0.57)
Solve for Orifice Diameter, D
A = 0.059 SF = 7rR 2
R= 0.14 ft. = 1.64 inch
D= 3.28 inch Groundwater Inflow
For 5 Day Release •
Solve For A = Q _ 0.079 + 0.0154 _ 0.026 SF
Cd 2gh (0.6) 2(32.2)(0.57)

ENG-4
Solve for Orifice Diameter, D
A = 0.026 SF = 7rR 2
R = 0.091 ft. = 1.09 inch
D= 2.18 inch
Use 3.0 inch diameter orifice at 0.178 CFS at 2.23 Days
7. FOREBAY VOLUME
Main Bay Area at Elevation 44.0 = 13,221 SF
Bottom of Vegetative Shelf Elevation 43.5 = 11,232 SF
Average Area = 12,227 SF
Volume (1) = 12,227 SF X 0.5 Ft. = 6,113 CF
Main Bay Area at Elevation 43.5 = 11,232 SF
Main Bay Area at Elevation
Bottom of Pond 33.5 = 4,132 SF
Average Area = 7,682 SF
Volume (2) = 7,682 SF X 10.0 Ft. = 76,820 CF
TOTAL MAIN BAY VOLUME = 82,933 CF
Forebay Area at Elevation 44.0 = 4,402 SF
Forebay Area at Elevation 34.0 = 218 SF
Average Area
Volume = 2,310 SF X 10 Ft.
= 2,310 SF
= 23,100 CF
Forebay Volume shall contain at a minimum 20% of the total permanent pool volume.
Permanent Pool Volume= Mainbay & Forebay = 82,933 CF + 23,100 CF
= 106,033 CF
Forebay Volume = 23,100 CF
FOREBAY VOLUME / PERMANENT POOL VOLUME
= 23,100 CF / 106,033 CF = 21.7% O.K.

ENG-5
8. AVERAGE DEPTH
Total Pond Volume = 106,033 CF
Permanent Pool Surface Area = 18,126 SF
Average Depth = 106,033 CF = 5.8 Ft. >:5.5 Ft. O.K.
18,126 SF
9. POND ROUTING
Pre -development discharge, Post Development Q (CFS) and Post Development
discharge. See attached HydroCAD Pond Routing Diagram and Calculations.
ASSUMPTIONS:
CN Values — 98 for impervious surfaces
— 55 for pervious surfaces areas, see charts for hydrologic soil
group and use
A composite CN number is calculated for use in the development of the Runoff Depth (Q).
the composite CN number is calculated by a weighted average of each surface area.
CAC _ CN1A1+ CN2A2 ... CNnAn
A1+ A2... An
CND = Composite Curve Number
CN1- CNn = Individual CN Numbers
A1- An = Area associated with each CN value
TIME OF CONCENTRATION
There are several methods available for determining the time of concentration for a
watershed. The curve number method allows for a wide range of use and is an acceptable
method for our project site.
Tc = - where L = I ,8(S 1)s71)7 and S = 1CN
00 — 10
0.6
Tc = Time of concentration (hours)
L = Lag Time (hours)
I= Watershed Hydraulic Length (ft)
Y= Average Land Slope (percent)
S= Maximum Retention (inches)
CN= Weighted Curve Number for Project Site

ENG-6
Carolina Place at Carolina Forest use the following data:
Pre -development Conditions
I= 1,230 ft
Y= 0.32%
C!T = 55
Tcp,.e = 21.7 min.
Post -Development Conditions
I= 1,510 ft.
Y= 0.36%
CN= 75
Tcpost = 14.3 min.
Based on the SCS Dimensionless Unit Hydrograph and by definition
Time to peak = 3 Tc
Q runoff depth = (P-0.2s)2where P = precipitation (inches)
P+0.8s
Precipitation for our site in Jacksonville is = 3.53 inches
Weir Flow = Q = 3 Cd 2g * L * Hs/z
Where Q = CFS
L = Crest length
H= Head above crest elevation
g= Gravitational Constant
Cd = Discharge coefficient
Orifice Flow = Q = Cd a 2gh
Where Q = CFS
Cd = Discharge coefficient (o.6 default)
a = Submerged Area
h = Effective head
Storage Indication method, conservation of mass
I — O = at or IAt — OAt = AS
I= Inflow rate
0 = Outflow rate
Ot = Time increment
Os = Change in storage

ENG-7
Substitute a beginning and end of the At (time interval) yields
11+ 12 At - 01+ 02 At
2 2
Rearranged Results
11 z 12 At (S1 - 21 0t) = (S, l 0t) = (s, + 2 0t)
Storage Indication Value
This value can be calculated at any stage (elevation) using the previously calculated stage
storage (pond volumes) and stage discharge (weir flow and orifice outflow).
Method:
1) The pond's stage discharge relationships are calculated based on the outlet devices
2) The stage storage is determined based on pond dimensions
3) Stage discharge and stage storage curves are used to create a storage indication curve
4) Pond routing is performed by using a time span and time increment. At each point in
time a storage indication value is calculated based on the current inflow, plus the
previous inflow, outflow and volume in the pond
5) The current storage indication value and the storage indication curve are used to
determine the new elevation
6) using.the new elevation, the stage storage and stage discharge curves are consulted to
determine the new storage and discharge
7) This process is repeated for all points in the inflow hydrograph creating an outflow
hydrograph. For this project the dt = 0.05 hrs with a time span from 5 to 20 hrs = 15
hours. This equates to more than 300 total calculation points to develop the outflow
hydrograph.
The following is the output from the computer model that follows the previously outlined
methods.
c 1.JAH. CarolinaPlaceApts. RevisedCalcs.5.13.10

4
i■
eM
I' �i5� 2P
Post Developed
(3S)
Pre Development
CSubca'� Reach on Lin k
Pond

Carolina Place @ Carolina Forest Type 11 24-hr 1 Year 24-HR Rainfall=3.53"
Prepared by Parker & Associates, Inc Printed 5/12/2010
HydroCAD® 9.00 s/n 05202 © 2009 HydroCAD Software Solutions LLC Paae 2
Summary for Subcatchment 1S: Post Developed
Runoff = 22.95 cfs @ 12.07 hrs, Volume= 1.342 af, Depth> 1.20"
Runoff by SCS TR-20 method, UH=SCS, Time Span= 5.00-20.00 hrs, dt= 0.05 hrs
Type II 24-hr 1 Year 24-HR Rainfall=3.53"
Area (sf) CN Description
266,500 98
" 319,146 55
585,646 75 Weighted Average
319,146 54.49% Pervious Area
266,500 45.51% Impervious Area
Tc Length Slope Velocity Capacity Description
(min) (feet) (ft/ft) (ft/sec) (cfs)
' 14.3 Direct Entry,
21
18
17
16
.: 15
14
13
12-
a 11•
7
0
Subcatchment 1S: Post Developed
Hydrograph
22,95 as
Type: II 24-hr 1 Year 24-HR
Rainfall=3..53'
Runoff Area=-6$5,646 sf
Runoff. Volume=1.342- of
Runoff Depth>1.20"
Tc=14.3 min .
CN=75
5 6 7 8 9 10 11 12 13 14 15 16 17 18 19
Time (hours)
® Runoff
H
0

Carolina Place @ Carolina Forest Type 1l 24-hr 9 Year 24-HR Rainfall=3.53"
Prepared by Parker & Associates, Inc Printed 5/12/2010
HydroCAD® 9.00 s/n 05202 ©2009 HvdroCAD Software Solutions LLC Page 3
Summary for Subcatchment 3S: Pre Development
Runoff = 2.52 cfs @ 12.23 hrs, Volume= 0.331 af, Depth> 0.30"
Runoff by SCS TR-20 method, UH=SCS, Time Span= 5.00-20.00 hrs, dt= 0.05 hrs
Type II 24-hr 1 Year 24-HR Rainfall=3.53"
Area (sf) CN Description
266,500 55
319,146 55
585,646 55 Weighted Average
585,646 100.00% Pervious Area
Tc Length - Slope Velocity Capacity Description
(min) (feet) (ft/ft) (ft/sec) (cfs)
21.7 Direct Entry,
Subcatchment 3S: Pre Development
Hydrograph
® Runoff
Type II 24-hr 1 Year 24-HR
Rainfall=3.53"
21 1 M Runoff Area=585,646 sf
Runoff Volume=0.331 of
Runoff Depth>0.30"
Tc=21.7 min
LL
CN=55
10 11 12 13 14 15 16 17 18 19 20
Time (hours)

Carolina Place @ Carolina Forest Type Il 24-hr 1 Year 24-HR Rainfall=3.530
Prepared by Parker & Associates, Inc Printed 5/12/2010
HydroCAD® 9.00 s/n 05202 02009 HydroCAD Software Solutions LLC Page 4
Summary for Pond 2P: Pond
Inflow Area = 13.445 ac, 45.51 % Impervious, Inflow Depth > 1.20" for 1 Year 24-HR event
Inflow = 22.95 cfs @ 12.07 hrs, Volume= 1.342 of
Outflow = 2.93 cfs @ 12.67 hrs, Volume= 0.722 af, Atten= 87%, Lag= 36.2 min
Primary = 2.93 cfs @ 12.67 hrs, Volume= 0.722 of
Routing by Stor-Ind method, Time Span= 5.00-20.00 hrs, dt= 0.05 hrs
Peak Elev= 45.44' @ 12.67 hrs Surf.Area= 22,880 sf Storage= 30,576 cf
Plug -Flow detention time= 174.7 min calculated for 0.719 of (54% of inflow)
Center -of -Mass det. time= 91.2 min ( 899.7 - 808.5 )
Volume Invert Avail.Storage Storage Description
#1 44.00' 95,481 cf Custom Stage Data (Prismatic) Listed below (Recalc)
Elevation Surf.Area Inc.Store Cum.Store
(feet) (sq-ft) (cubic -feet) (cubic -feet)
44.00 18,126 0 0
44.50 21,096 9,806 9,806
45.00 22,027 10,781 20,586
46.00 23,944 22,986 43,572
47.00 25,936 24,940 68,512
48.00 28,002 26,969 95,481
Device Routing Invert Outlet Devices
#1 Primary 44.00' 24.0" Round Culvert L= 50.0' Ke= 0.500
Outlet Invert= 43.00' S= 0.0200'/' Cc= 0.900 n= 0.013
#2 Device 1 45.25' 36.0" Horiz. Orifice/Grate C= 0.600
Limited to weir flow at low heads
#3 Primary 47.00' 20.0' long x 10.0' breadth Broad -Crested Rectangular Weir
Head (feet) 0.20 0.40 0.60 0.80 1.00 1.20 1.40 1.60
Coef. (English) 2.49 2.56 2.70 2.69 2.68 2.69 2.67 2.64
#4 Device 1 44.00' 3.0" Vert. Orifice/Grate C= 0.600
rimary OutFlow Max=2.92 cfs @ 12.67 hrs HW=45.44' (Free Discharge)
=Culvert (Passes 2.92 cfs of 9.94 cfs potential flow)
2=Orifice/Grate (Weir Controls 2.65 cfs @' 1.44 fps)
=Orifice/Grate (Orifice Controls 0.27 cfs @ 5.53 fps)
3=Broad-Crested Rectangular Weir ( Controls 0.00 cfs)

Carolina Place @ Carolina Forest Type 11 24-hr 1 Year 24-HR Rainfall=3.53"
Prepared by Parker & Associates, Inc Printed 5/12/2010
HvdroCAD® 9.00 s/n 05202 © 2009 HvdroCAD Software Solutions LLC Page 5'
Pond 2P: Pond
Hydrograph
1
w
Inflow Are6=13.445 ac
Peak. Elev=45.44'...
Storage=30,576 cf
. .. 2.93 crs .. .
.-rr-y-
5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20
Time (hours)
® Inflow
® Plimiry

u
r'vr
North Caroluta
Elaine F Marshal! DEPARTMENT of THE
Secretary SECRETARY OF STATE
PO Box gh, NC 2762U= [phone]
CORPORATIONS
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NC Carolina Forest Apartments, LLC Legal
Limited Liability Company Information
SOSID:
1130517
Status:
Current -Active
Date Formed:
1/6!2010
Citizenship:
Domestic
State of Inc.:
NC
Duration:
Perpetual
Registered Agent
Agent Name:
Registered Office Address:
Registered Mailing Address
Principal Office Address:
Principal Mailing Address:
Turlington, Edward S
100 Tilghman Drive
Dunn NC 28334
Post Office Box 1027
Dunn NC 28335
No Address
No Address
Mgy1 7

C20093640001
SOSID: 1130517
Date Filed: 1/6/2010 8:59:00 AM
Elaine F. Marshall
North Carolina Secretary of State
C200936400011
ARTICLES OF ORGANIZATION
K�
CAROLINA FOREST APARTMENTS, LLC
Pursuant to §57C-2-20 of the General Statutes of North Carolina, the undersigned
hereby submits these Articles of Organization for the purpose of forming a limited liability
company under the laws of the State of North Carolina:
ARTICLE I
The name of the limited liability company is Carolina Forest Apartments, LLC.
ARTICLE 11
The limited liability aompany shall have perpetual duration.
ARTICLE III
The name and address of each organizer executing these Articles of Organization is as
follows:
Oscar N. Harris
Post Office Box 578
Dunn, NC 28335
ARTICLE
The street address and county of the initial registered office of the limited liability
company in the State of North Carolina is 100 Tilghman Drive, Dunn, Hamett County, Cameron,
North Carolina 28334.
ARTICLE V
The mailing address of the initial registered office shall be Post Office Box 1027, Dunn,
North Carolina 28335.
ARTICLE VI
The name of the initial registered agent is Edward S. Turlington.

C200936400011
ARTICLE VII
The limited liability company shall be a manager -managed limited liability company and,
except as provided by North Carolina General Statutes §57C-3-20(a), the members of the
limited liability company shall not be managers by virtue of their status as members.
ARTICLE VIII
No person who is serving or who has served as a manager of the limited liability
company shall be personally liable to the limited liability company or any of its members for
monetary damages for breach of duty as a manager, except for liability with respect to (I) acts or
omissions that the manager at the time of such breach knew were clearly in conflict with the
best interests of the limited liability company, (ii) any transaction from which the manager
derived an improper personal benefit, (iii) acts or omissions occurring prior to the effective date
of this article or (iv) acts or omissions with respect to which the North Carolina Limited Liability
Company Act does not permit the limitation of liability. As used herein, the term "improper
personal benefit" does not include a manager's reasonable compensation or other reasonable
Incidental benefit for or on account of his service as a manager, employee, independent
contractor, attorney or consultant of the limited liability company. No amendment or repeal of
this article, nor the adoption of any provision to these Articles of Organization inconsistent with
this article, shall eliminate or reduce the protection granted herein with respect to any matter
that occurred prior to such amendment, repeal or adoption.
ARTICLE IX
These Articles of Organization shall be effective upon the filing hereof in the office of the
North Carolina Secretary of State.
This day of W day of December 2009.
Os r N. Hai, is
Organizer

ATTACHMENT A
Carolina Forest
Stormwater Master Plan Calculations l/ !
Revision 1/19/10
Wy 17
2010
NOTE: See overall
Stormwater Master Plan
for a map of these areas
TOTAL AREA = 377.19 AC.
Project/Section
Boundary
Impervious
Permit No./
Name
Area
Area
Comments
Carolina Forest
30.00 AC.
276,803 SF
Existing Permit # SW 8020702
Elementary School
256,803 Permitted
20,000 Future
276,803 SF
Carolina Forest Blvd
7.24 AC.
224,260 SF
Existing Permit # SW 8030403
Cypress Bay
34.91 AC.
414,280 SF
Existing Permit # SW 8031118
Carriage Run I & II
19.48 AC.
254,564 SF
Existing Permit # SW 8031119
Puller Place
17.21 AC.
335,307 SF
Existing Permit # SW 8040422
The Village at
21.19 AC.
374,421 SF
Existing Permit # SW 8040514
Carolina Forest
Carriage Run III
36.01 AC.
293,593 SF
Existing Permit # SW 8051061 MOD
Charleston Place
4.93 AC.
60,968 SF
Existing Permit # SW 8051061 MOD
Southpointe
9.65 AC.
125,777 SF
Existing Permit # SW 8051061 MOD
Vineyard Pointe
12.39 AC.
188,764 SF
Existing Permit # SW 8051061 MOD
Ivy Glen
18.64 AC.
243,588 SF
Existing Permit # SW8 080227
The Village at
30.57 AC.
502,019 SF
Existing Permit # SW8 080520
The Glen & Sect. 11
Carriage Run IV
32.77 AC.
292,292 SF
Existing Permit # SW8 070619
Carriage Run V
19.22 AC.
240,682 SF
Existing Permit # SW8 080413
Carolina Forest Park
10.04 AC.
52,272 SF
Existing Permit # SW8 080502
Southpointe II
21.41 AC.
293,261 SF
Existing Permit # SW8 070619
Southpointe III
25.82 AC.
305,416 SF
Proposed, 2232 SF/LOT
Carolina Place Apartments
16.07 AC.
266,005 SF
Multi Family, Allow 38% Impervious
Amenity Center
2.63 AC.
25,305 SF
Future, Allow 22% Impervious
Day Care
3.10 AC.
33,248 SF
Future, Allow 25% Impervious
Convenience Center
3.91 AC.
119,225 SF
Future, Allow 70% Impervious
TOTALS
377.19 AC.
4,922,050 SF
112.99 AC.
TOTAL IMPERVIOUS PERCENTAGE
112.99472 =
29.96
377.19
c 1. JAH. CarolinaForestCalcs.3.4.10

,vof 4)
a.r
I
fl�29 All D, THIS DOCUMENT PRESENTED TO
\ stamps $3e00.wre C THE ONSLOW COUNW TAX, OFFICE
.. DATE 10-0--92CLERK
T.P.=w+raAN Eon
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ATronNO AT 1AW
"MM, no"" MWNA
1
BOOK 15 V 0 PAGE 5 6
RETURN TOt Frank W. Erwin, Attorney M1165
STATE OF NORTH CAROLINA
COUNTY OF ONSLOW
THIS DEED, Made and entered into this day
of December, 1999, by and between Weyerhaeuser Real Estate
Company, a corporation of the State of Washington, and duly
authorised to do business in the State of North Carolina, party of
and wife SDE C TUTON
the first part, and wife
1 Futon,{ whose address is Post Office
Box 1066, Jacksonville, 28540, party of the second part;
g j� jq E S R 8 T H
That the said party of the first part,• for and in
consideration of the sum of TEN AND NO/100 ($10.00) DOLLARS, and
other good and valuable considerations to it in hand paid, by the
party of the second part, the receipt of which is hereby
acknowledged, has bargained and sold and by these presents does
bargain, sell -and convey unto the said party of the second part,
his heirs and assigns, subject to the mineral reservation and
encumbrances as hereinafter set out, those certain tracts or
parcels of land lying and being in Jacksonville Township, Onalow
County, State of North Carolina, and: being more particularly
described as follows:
TRACT ONE {11: ALL of that certain tract or parcel of
land containing 100.19, acres more or less, as it is shown
on that map prepared by Cyrus Alan Bell, Registered Land
Surveyor, dated September 10, 1997, and identified by the
following legend: "Boundary Survey for: Weyerhaeuser
Real Estate Company Portion of Onalow 20". This .map is'
duly of record in the Office of the Register of Deeds of
Onalow County in Map Book 35, Page 154, Slide J-661,
onslow County Registry and reference is hereby made to
said map for a more complete and accurate description of
this property.
MAY- -1.7 2010

PREPARED BY.
T.R. TOHORREY 8MP8TlAw0H, JR.
A77
AURORA HQMH CN OUHA
BOOK 1598PAGE 567
TRACT TWO (2): ALL of that certain tract or parcel of
land containing 389.1 acres, more or less, as it is shown
on that map prepared by Cyrus Alan Bell, Registered Land
Surveyor, dated April 15, 1999, and identified by the
following legend: "Boundary Survey for: Weyerhaeuser
Real Estate Company Portion of Onslow 20 south Side
N.C.S.R. 1324". This map is duly of record in the office
of the Register of Reeds of Onslow County in Map Book 38,
Page 202, slide K-428, Onslow County Registry and
reference is hereby made to said map for a more complete
and accurate description of this property.
This conveyance is made subject to the following mineral
reservation and encumbrances-
(1) This conveyance is made subject to the reservation of
mineral rights which are retained by Weyerhaeuser Company
and said reservation is stated in substance as follows:
"The Grantor hereby expressly saves, reserves and
excepts out of the grant hereby made, unto
itself, its successors and assigns, forever, all
ores and minerals including but not limited to
oil, gas, coal, distillates, and condensates, in
and under said land. Top soil, sand, fill dirt,
ground water, and other commonly occurring
substances are expressly excluded.
Notwithstanding the foregoing and notwithstanding
any other legal or equitable right or remedy now
existing or hereafter enacted or created, Grantor
hereby agrees, for itself, its successors and
assigns, that the rights hereby reserved and
excepted shall not be exercised in a manner
adversely affecting use of the surface at any
time unless and until the Grantor or its
successors or assigns, as the case may be, shall
first make satisfactory written arrangements with
the then owner of the property affected, and with
the mortgagee or mortgagees of such property, as
their respective interests may appear, to
compensate said owner and mortgagee or mortgagees
for damages incurred to the surface and any
improvements thereon in exercising such rights."
(2) This property is conveyed subject to those easements andl
rights of way of record and those easements and rights of
way as shown on the maps heretofore referred to.
• TO HAVE AND TO HOLD the aforesaid tracts or parcels
land together with all the rights, privileges and
thereunto belonging unto him, the said party of the second part,
his heirs and assigns, to their only use and behoof forever,
Book 1598, Page 566, rile Ntmbe

of 4)
BOOK 15 b i'h5E $
subject to the mineral reservation and encumbrances as aet out
hereinabove.
And the said party of the first part, for itself, its
successors and assigns, covenants to and with the said party of
the second part, his heirs and assigns, that it is seized of said
premises in fee -and has a lawful right to convey the same in fee
simple; that the same is free and clear of all encumbrances,
except for the mineral reservation and encumbrances as set out
hereinabove, and that it hereby warrants and will forever defend
the title to the same against the lawful claims of all persons
whomsoever.
IN TESTINWY WiEREOF, Weyerhaeuser Real Estate Company has .
caused this instrument to be signed in its name by its Assistant
Vice President, attested by its Assistant Secretary, with its
corporate seal hereunto affixed, all by authority duly given, this
the day and year first above written.
WEYERHAEUSER REAL ESTATE
COMPANY
a�'...��i ; ,�.r :� •_ qA iatant ce res dent
;TliA
ins
T.R.THOP�S�,1R2
A i.MAT W
''' ♦
AURORA. NOATN CAItpL�
,.++,`++
919ATE SEAL)
Rackley
taut Secretary
I
Hook 1598 Pace 56s. File muebs

BOOK 15 9 8 PAGE 5 6 9
i
STATE OF NORTH CAROLINA
COUNTY OF CRAVEN f J-
I, �� I'MA l`LYGCIU , Notary Public,
certify that Nan W. Rackley, personally came before me this day
Q—V and acknowledged that she is Assistant Secretary of Weyerhaeuser
Real Estate Company, a corporation, and that by authority duly
given and as the act of the corporation, the foregoing instrument
was signed in its name by John M. Doughty, its Assistant Vice
I
President, sealed with its corporate seal, and attested by herself
i
as its Assistant Secretary.
My commission expires a7-0S'-..00y
Witness my hand and official seal, this the /37k day
of December, 1999.
O ,tie
,A`,�; 1 Gp• Notary Public
Rt6MI-CIAL SEAL)
AU LIC.•'
i
PREPAR90 Or
T. R.TM0MP$0M,JL
Anoeuer AT uw
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NOMM CAeOLMA, 0NUAW CMM Lori Ann Grady
The foeyoied oerUBcawWw of
NaugNs) P@Wk 1/ (are) eerb<ed to he arr" Thu impuwar wee prusmed fee m0uradoa a" recorded In We owes 1s
i ee 1598 Yete Thu dyer nacember
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.II
1598, Page 566, File NumIx

tt s kv(-
NCDENR
as 10cQ SWgod Yd 7
North Carolina Department of Environment and
Natural Resources
Request for Express Permit Review V
1 PorDsr-,'t ENRueeo � t
/ Review _ Ci� .}
Submit �3 ti ^
Tine• 110
Canflrm: -- :—r
FILL-IN aN the information below and CHECK the Pemilt(s) you are requesting for express review. FAX or Small the completed form to Express
Coordinatror along with a completed DETAILED narratim site plan #W Mile) and vicinity man (same --[isms examlied m the anolicaft package
of the pnyeet location. Please include this form in the application package.
• Asheville Region -Alison Davidson 9d&298.4B9�alison.devidson®ncmaxnef
• Fayetteville orRie tgh Region -David Lee 919-791.41203; david.leeftcmall net
• Mooresville&4%&kkGrogan70"[e-mail]
• Washington Region -Lyn Hardison 2S2 9469215 orlyn.hardison@ncmailnet
• Wihnngton Region-J net Russell91MO.2004 or anet russellfncmail.
NOTE, Pr daWkadon recelved after 12 noon Wiiibe sampedIn the following work day.
Project Name: CAROUNA PLACE APARTMENTS AT CAROUNA FOREST County: ONSLOW
Applicant: EDWARD S. TURUNGTON Company: CAROUNA FOREST APARTMENTS. LLC
Address: P.O. BOX 1027 City: 211b , State: & Zip: 23 142Z
Phone: ljlQ-ffi]-gjl, Fax 910-891 , Email: 2Wric0arribammailcom
Physical Locationj 6 TERRY LEE LANIER DRIVE
Project Drains into UT TO HALF MOON CREEK waters - Water classification QNSW (for classification see-
htto://h2o.enr.state.nc.us/bimslreports/reoortsWB htmi)
Permits of request
SW
SW
SW
SW
SW
vo- 12-
4ftb," I -
Project Located in WHITE OAK River Basn. Is project draining to class ORW waters? N , within A mile and draining to class SA waters N or within 1 mile
and draining to class HOW waters? N
Engineer/Consultant-, JASON A. HOUSTON. PE Company: PARKER & ASSOCIATES. INC.
Address: P.O. BOX 976 City: JACKSON ILLE, State: VX Zip: 28541-0976 74 . V EID
Phone: 910-4js&2414, Fax: JtQ-455-_344J Email: peitextGbizec.rrcom
SECTION ONE: REQUESTING A SCOPING MEETING ONLY ; APR 2 3 2010
❑ Sooping Meeting ONLY ® DWO, ❑ DCM, ❑ DL.R, ❑ OTHER:
;a.':
SECTION TWO: CHECK ONLY THE PROGRAM (S) YOU ARE REQUESTING FOR EXPRESS PERMITTING-
❑ 401 Unit ❑ Stream Origin Determination: ,_ # of stream calls - Please attach TOPO map ma►ft the areas in questions
❑ Intermittent/Perennial Determination: , # of stream calls - Please attach TOPO map marking the arees in questions
❑ 401 Water Quality Certification ❑ Isolated Wetland (linear It or --acres)
❑ Riparian Buffer Authorization ❑ Minor Variance ❑ Major General Variance
® State Stonnwater ❑ General ® SFR, ❑ SFR < 1 ac. ❑Bkhd & Bt RImp, ® Clear & Grub,
❑ Low Density ❑ Low Density -Curb & Gutter , # Curb Outlet Swales ❑ Off -site SW ®Utility [I Other
® High Density -Detention Pond I # Treatment [ (Provide permit #)]
ty Systems El Density -Infiltration _ #TreatmentSystems
❑ High Density -Bio-Retention _ # Treatment Systems ❑ High Density -SW Wetlands _ # Treatment Systems
❑ High Density -Other _ # Treatment Systems /❑ MOD:❑ Major ❑ Minor ion Redev. Exclusion SW Pm"
( pem,it4)
❑ Coastal Management ❑ Excavation & RI ❑ Bridges & Culverts ❑ Structures Information
❑ Upland Development ❑ Marina Development ❑ Urban Waterfront
❑ Land Quality ❑ Erosion and Sedimentation Control Plan with _ acres to be disturbed.(CK # (for DENR use))
SECTION THREE - PLEASE CHECK ALL THAT IS APPLICABLE TO YOUR PROJECT (for both scopina and express meeting neauest)
Wetlands on Site ❑ Yes ® No Buffer Impacts: ® No ❑ YES: --acre(s)
Wetlands Delineation has been completed: ® Yes ❑ No Isolated wetland on Property ❑ Yes ® No
US ACOE Approval of Delineation completed: ® Yes ❑ No 404 Application in Process w/ US ACOE: ❑ Yes ® No Permit
Received from US ACOE ❑ Yes ❑ No
DENR use
Fee Seitt for muainia narmim- lChar_Ire
---
SUBM ITAL DATES
Fee
r w rvnwwrr q
SUBUrrrAL DATES
Fee
CAMA
$
riance (0 Maj; Min)
$
SW ( ND, [ILD, Gen)
$ 14(Mr
$
LOS
$
eam Deter,_
$
NCDENR EXPRESS March 2009

Page 2 of 2
c. Proposed Total % Impervious Surface
38% Impervious as allowed by the Master Permit
d. Number of Proposed Treatment Measures, Type(s) of Collection System
1 Wet Pond
e. Will All Built Upon Area Be Collected
All built upon is collected
f. Identify Whether or Not the Project Has Buffer Requirements & Whether
or Not Development Is Proposed Within A Buffer
No buffer requirements
g. Discuss Coastal Management Areas of Environmental Concern When
Applicable
No areas of environmental concern
h. Disclose Whether or Not Off -Site Runoff Is Coming Onto The Site or Into
The Proposed BMP
There is no off -site runoff coming on to our site
i. Discuss Whether Road Construction Across Other Property Is Necessary
To Access This Project
No road construction is necessary
j. If An On -Site Evaluation Of The Soils Has Been Done, Discuss
Infiltration Rates, Seasonal High Water Table, etc., and Include Date Of
Site Evaluation (This Is Required For Infiltration Projects).
N/A
k. Is The Department of Transportation Requiring The Construction Of A
Turn Lane Or Road Widening Associated With The Project
N. Proposed roadway improvements
c1.Forma.Stormw2ter.CaroUnsPlace.aWrmwaterNarr3.8.10

Page 1 of 2
Stormwater Narrative
1. General Information
a. Name of Project
Carolina Place Apartments at Carolina Forest
b. Street Address, City, County
166 Terry Lee Lanier Drive
Jacksonville, NC
Onslow County
c. Acres in Tract
16
d. Acres Being Disturbed
16
e. Acres in Wetlands
No wetlands
f. Ownership Information From NC Secretary of State Web Site
Property Owner is Garland & Sue Tuton
Project Developer is Carolina Forest Apartments, LLC
Register Agent is Edward S. Turlington
g. Description of Development Proposal
Apartment Buildings / Stormwater Treatment (Wet Pond)
1. Previous or Existing Permits.
Master Permit # SW8 051061
2. Tax parcel ID Number
338-18.24
h. Pre-1988 Built Upon Area, If Applicable
N/A
i. Discuss Phasing of the Project & Stormwater Facilities When Applicable
N/A, One Phase
j. Discuss Proposed Waste Water Treatment & Water Supply
Sewer and water provided by the City of Jacksonville
k. Identify Historic Sites & Projects Being Funded With Public Monies
N/A
1. Disclose Any/All Non -Compliance Issues with DENR Agencies
None
2. Stormwater Information
a. Provide River Basin, Stream Classification & Index Number for All water
Bodies On or Adjacent To The Project or Closest to The Project Area
White Oak River Basin, C;NSW Waters, Stream Index # 19-6
b. Identify Whether the Stormwater Design is High Density or Low Density,
Commercial or Residential, State Stormwater or NPDES Phase II, Address
Vested Rights When Applicable; Identify Pockets of High Density
High Density
Phase H
Vested Right by Master Stormwater Permit # SW8 051061
rz� C FV-1
APR 2 3 2010
BY:

Hammer-". naela
From: Cris Baillargeon [[e-mail]
Sent: dnesday, March 31, 2010 10:39 A
To: Ham , Angela
Subject: Mini Stora-gstjwy 70 Newpo
Hello Ms Hammers, I inspected m ite once 'n in Newport this past week and saw the Mini
Storage has made no attempt properly fix or 'n their land. I need to know what to do,
my property is not mark= le under water. The Mini age pond remains full. I am not able
to sell my land beta of this problem. Any assistance d be appreciated. Thank You for
your efforts. S' =rely Yours Cris Baillargeon
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