20201942 Ver 2_Signed UMBI_20220610

DocuSign Envelope ID: FA94DF9E-2C54-44EA-8185-278EFA4B4AA1
AGREEMENT TO ESTABLISH THE WILDLANDS NEUSE UMBRELLA MITIGATION BANKING INSTRUMENT
IN THE NEUSE RIVER BASIN FOR NUTRIENT OFFSET AND RIPARIAN BUFFER MITIGATION CREDITS
PURSUANT TO THE NEUSE RIVER BASIN NUTRIENT MANAGEMENT STRATEGY
TABLE OF CONTENTS
I. PREAMBLE 2
II. LOCATION AND GEOGRAPHIC SERVICE AREA 2
III. AUTHORITIES 3
IV. ESTABLISHMENT OF BANK PARCELS 3
V. PRE -CONSTRUCTION DOCUMENTATION 5
VI. POST CONSTRUCTION DOCUMENTATION 7
VII. CALCULATION OF CREDITS 10
VIII. CREDIT RELEASE SCHEDULE 12
IX. PROCEDURE FOR DEBITING AND CREDITING 13
X. BANK PARCEL CLOSURE 15
XI. GENERAL PROVISIONS 15
ATTACHMENTS
A - Division of Water Resources Authority Document
B —Ledger Templates
C- Project Credit Table (example)
1. Nutrient Offset Credit Trading Rule:
http://reports.oah.state.nc.us/ncac/title%2015a%20-%20environmental%20quality/chapter%2002%20-
%20environmental%20management/subchapter%20b/15a%20ncac%2002b%20.0703.pdf
2. Riparian Buffer Mitigation Rule:
http://reports.oah.state.nc.us/ncac/title%2015a%20-%20environmental%20quality/chapter%2002%20-
%20environmental%20management/subchapter%20b/15a%20ncac%2002b%20.0295.pdf
3. NC Session Law 2019- 86 " Nutrient Offset Credits":
https://ncleg.gov/Ena ctedLegislation/Session Laws/HTM L/2019-2020/SL2019-86. htm 1
4. Buffer Interpretation/ Clarification # 2008- 019 for diffuse flow:
https://files.nc.gov/ncdeq/Water%20Qua1ity/Surface%20Water%20Protection/401/Buffer%20Clarification%2
OMemos/Diffuse-Flow-for-Buffer-Mitigation-Sites-Buffer-Clarification-Memo-20080819.pdf
5. Clarified Procedures for Calculating Buffer Mitigation Credits and Nutrient Offset Credits (November
2019):
https://files.nc.gov/ncdeq/Water%20Quality/Surface%20Water%20Protection/401/Mitigation/Issues---
Resolutions-Ver-1.0-buffer-mitigation-nutrient-offset.pdf
6. NCDWR — Methodology and Calculations for Nutrient Reductions on the Bank Parcel:
https://files.nc.gov/ncdeq/Water%20Quality/Planning/NPU/Nutrient%200ffset%20Rule/Ag-Buffer-Credit.pdf
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DocuSign Envelope ID: FA94DF9E-2C54-44EA-8185-278EFA4B4AA1
I. PREAMBLE
This Umbrella Mitigation Banking Instrument ("Instrument") regarding the establishment, use,
operation, and maintenance of the Cox Pond Bank Parcel, the O'Berry Road Bank Parcel, and the Little
River Weaver ("Bank Parcels"), further identified in Section II, to provide Neuse Riparian Buffer
mitigation credits ("Riparian Buffer Credits") and Neuse Nutrient Strategy nutrient load reduction
credit ("Nutrient Offset Credits") is made and entered into by and among Wildlands Holdings III, LLC
acting as the Bank Sponsor ("Sponsor") and the North Carolina Department of Environmental Quality
— Division of Water Resources ("DWR"). This Instrument is in accordance with 15A NCAC 02B .0703
and the Consolidated Mitigation Rule 15A NCAC 02B .0295, which became effective on April 1, 2020
and November 1, 2015 respectively (Reference Numbers 1 and 2).
The purpose of each Bank Parcel is:
A. To restore, enhance, and preserve riparian vegetation adjacent to streams and agricultural
ditches with the intent to improve water quality, reduce nutrient loads, enhance flood
attenuation and restore wildlife habitat along unnamed tributaries and ditches within the
Neuse River Basin.
B. To convert agricultural land uses, including lands originally associated with the land application
of waste from a certified animal feeding operation, within riparian areas adjacent to streams,
ephemerals and/or agricultural ditches into a dense and diverse, hardwood vegetated state with
the intent to significantly reduce nutrient loadings associated with agricultural practices into
streams and ditches.
C. To provide buffer mitigation and nutrient offsets and sell any resulting Riparian Buffer Credits
and/or Nutrient Offset Credits to third parties in specific areas within the Neuse River Basin for
development (both existing and proposed) or to offset NPDES-permitted wastewater nutrient
sources requiring such mitigation or offset.
II. LOCATION AND GEOGRAPHIC SERVICE AREA
A. The Geographic Service Area ("GSA") is the designated area wherein a Bank can reasonably be
expected to sell Riparian Buffer Credits and/or Nutrient Offset Credits for impacts due to
development activities.
B. The GSA for these Bank Parcels is limited to the United States Geological Survey ("USGS") 8-digit
Hydrologic Unit Code ("HUC") 03020201 of the Neuse River Basin, excluding the Falls Lake
Watershed.
C. Sale or transfer of Riparian Buffer Credits shall be limited to the 8-digit HUC 03020201 in the
Neuse River Basin, excluding the Falls Lake Watershed, unless otherwise authorized by the DWR
or delegated local government in accordance with 15A NCAC 02B .0295.
D. Sale or transfer of Nutrient Offset Credits shall be limited to the 8-digit HUC 03020201 in the
Neuse River Basin, excluding the Falls Lake Watershed in accordance with 15A NCAC 02B .0703,
unless otherwise authorized by the DWR in accordance with Session Law (S.L.) 2019-86.
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E. Table 1.0 provides site -specific details of the Bank Parcels proposed under this
Instrument, which is within the Neuse River Basin (8-digit HUC 03020201).
Table 1.0 — Bank Parcel Details
Bank
8-Digit USGS
Named
Parcel
County
Hydrologic
DWR ID
Project Location
Receiving
Primary Land
Name
Unit Code
#
Stream
Use/s
Neuse
2020-
35.2376274, -
Brooks
Cox Pond
Wayne
03020201
1942v2
78.0826601
Swamp
Agriculture
O'Berry
Neuse
2021-
35.267644, -
Brooks
Road
Wayne
03020201
0019v2
78.073667
Swamp
Agriculture
Little
River
Johnston
Neuse
2020-
35.5863,
Little
Agriculture
Weaver
03020201
1941v2
78.1728°
River
III. AUTHORITIES
A. The Bank Parcels will be used to provide Riparian Buffer Credit and/or Nutrient Offset Credit in
accordance with the requirements in the DWR Authority document referenced herein as
"Attachment A" and attached to this Instrument.
B. Projects eligible for utilization of the credits are those requiring authorization under the
requirements of Attachment A and any new approved North Carolina ("State") statutes and rules
for the Neuse Nutrient Sensitive Waters Management Strategy.
C. The selling of credits generated from the Bank Parcel approved under this Instrument shall be
consistent with approved State statutes and rules for the Neuse Nutrient Sensitive Waters
Management Strategy.
D. Buffer mitigation and nutrient reduction activities proposed under this Instrument and
corresponding Bank Parcel Development Packages (BPDPs) to generate Riparian Buffer Credits
and Nutrient Offset Credits shall be consistent with State statutes and rules for the Neuse Nutrient
Sensitive Waters Management Strategy that are in place at the time a complete BPDP is submitted
to DWR.
IV. ESTABLISHMENT OF BANK PARCELS
A. In accordance with 15A NCAC 02B .0295 and 15A NCAC 02B .0703, DWR has provided a "Site
Viability Letter" for the Bank Parcels proposed under this Instrument. The Site Viability Letter is
not an approval of the site to generate Riparian Buffer Credits and Nutrient Offset Credits, but is
a preliminary review of the Bank Parcel that details and confirms existing land use conditions,
defines the riparian sites (Preservation, Enhancement or Restoration), and identifies features
(streams, ditches, ponds, etc.) that meet general criteria to be suitable to generate Riparian Buffer
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Credits and Nutrient Offset Credits. Table 2.0 below outlines when a Site Viability Letter was
issued by DWR for the Bank Parcels proposed under this Instrument:
Table 2.0 — Site Viability Letter Details
Bank Parcel
NC DWR Site
Evaluation
Viability Letter
Received
Viability Letter
Expiration Date
Cox Pond
April 15, 2021
May 19, 2021
May 19, 2023
O'Berry Road
July 7, 2021
July 31, 2021
July 31, 2023
Little River Weaver
June 8, 2021
August 26, 2021
August 26, 2023
B. A valid Site Viability Letter is required prior to submittal of each BPDP. Site Viability Letters will
either expire on the dates listed in the table above or upon submittal of an individual As -Built
Report to the DWR, whichever comes first. If a Site Viability Letter expires prior to submittal of a
complete BPDP as described in Section V to DWR, then the Sponsor must submit a formal request
to DWR for a new Site Viability Letter for that Bank Parcel.
C. The Bank Parcels proposed for inclusion under this Instrument shall each require a BPDP be
submitted to, and approved, by the DWR prior to use of the individual Bank Parcels for buffer
mitigation and nutrient offset purpose, s or the sale or transfer of any associated credits. The
contents of the BPDP are provided in Section V.
D. BPDPs submitted under this instrument will be placed on public notice and made available for
public commenting for 15 calendar days.
E. In general, Riparian Buffer Credit may be achieved on these Bank Parcels through restoration
of DWR riparian buffers asthey are defined in 15A NCAC 02B .0714, and other riparian areas
as allowed per 15A NCAC 02B .0295 (n) and (o) where applicable. Riparian Buffer Credits are
only attainable if the width of the riparian areas are at least 20 feet from tops of banks along
viable streams and at least 30 feet from tops of banks along viable ditches when measuring
perpendicular and landward from features. Riparian buffer credits are attainable to a
maximum of 200 feet from tops of banks of streams and a maximum of 50 feet from tops of
banks of viable ditches. The viability of features to generate Riparian Buffer Credit is provided
in the Site Viability Letters for the Bank Parcels and referenced in Table 2.0 of this Instrument.
F. The Bank Parcels are intended to provide Neuse Riparian Buffer Mitigation Credits as follows:
1. Planting hardwood trees on a Restoration Site as defined in 15A NCAC 02B .0295 (b)
adjacent to viable streams and ditches.
2. Performing minor bank stabilization and grading where bank stability is compromised
and where erosional rills, sink holes and gullies are observed.
3. Maintaining a Preservation Site, as defined in 15A NCAC 02B .0295(b) by placing a
conservation easement around riparian areas along streams as allowed per 15 NCAC 02B
.0295(o).
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4. Diffused flow will be maintained onsite. The Buffer Interpretation/Clarification
Memo #2008-019 may be applied where maintenance of diffuse flow onsite is
unattainable.
G. Nutrient Offset Credit on these three (3) Bank Parcels may be achieved through restoration of the
riparian areas adjacent to viable streams and viable ditches where agriculture was determined by
DWR to be the predominant land use. Nutrient Offset Credits are only attainable if the width of
the restored riparian areas are at least fifty (50) feet as measured perpendicular and landward
from tops of banks along viable streams and viable ditches. On the Bank Parcels, the width of the
riparian restoration area will begin at the top of bank or the rooted herbaceous vegetation and
extends landward a minimum of 50 feet and a maximum of 200 feet on all sides of viable features.
A conservation easement will be secured to include the tops of all stream channel and ditch banks
and will extend out a maximum of 200 feet. The viability of features to generate nutrient offset
credit is provided in the Site Viability Letters for the Bank Parcels and referenced in Table 2.0
of this Instrument.
H. The Bank Parcels are expected to provide Nutrient Offset Credits as follows:
1. Converting agricultural land uses, including land currently or previously used for the
application of waste from a certified animal feeding operation, within riparian areas to
non-agricultural land uses by placing a perpetual conservation easement around
riparian areas along streams and viable ditches in accordance with 15A NCAC 02B
.0703 (g).
2. Planting hardwood trees on a Restoration Site as defined in 15A NCAC 02B .0295 (b)
adjacent to viable streams and viable ditches where agriculture has been determined by
DWR to be the predominant land use.
I. The total area of riparian restoration activities on the Cox Pond Bank Parcel is expected to be
approximately 22.3 acres, 19.48 acres on the O'Berry Road Bank Parcel, and 38 acres on the Little
River Weaver Bank Parcel.
V. PRE -CONSTRUCTION DOCUMENTATION
Bank Parcel Development Package
A. Each BPDP submitted under this Instrument shall be submitted to DWR for review and must be
approved by DWR prior to any construction on the Bank Parcel. Each BPDP must describe any
changes that have occurred to the site between the date of the Site Viability Letter and the date
the BPDP is submitted to DWR. The BPDP shall include detailed information consistent with the
sections below concerning; 1) site location (8-digit HUC is required); 2) existing conditions with
current photos; 3) proposed buffer mitigation and nutrient offset activities including a detailed
vegetation plan; 4) monitoring and maintenance plans; 5) financial assurances; 6) A Project Credit
Table (see Attachment C) showing associated buffer /nutrient credit calculations, which shall
include credit generation, service area, and accounting as appropriate for each regulatory
authority; 7) stream buffer determination letter from DWR; 8) Site Viability Letter from DWR; 9)
service area figure for each mitigation type proposed under this Instrument, and 10) all
pertinent information including but not limited to permitting, bank stabilization, culvert removal,
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installation of any utilities indirectly or directly affecting the Bank Parcel, endangered or
threatened species, presence of historical sites and an Environmental Data Resources (EDR)
report to evaluate environmental risk associated with the land proposed for the Bank.
B. The Sponsor will obtain all applicable federal, state and local documentation, permits, or
authorizations needed to construct and maintain the Bank Parcel. This Instrument does not
qualify as, or substitute for, such documentation, permit, or authorization.
C. Any restoration activities or proposed construction within the stream channels, riparian buffers
and other riparian areas on the Bank Parcel to produce Riparian Buffer Credit and/or Nutrient
Offset Credit must be approved by DWR in writing prior to implementation. The failure of the
Sponsor to comply with this requirement may result in a revised or reduced credit release
schedule.
D. Requests for deviation from the approved BPDP must be submitted to DWR in writing. Written
approval from the DWR must be received prior to implementing any deviation from the approved
BPDP.
Property Disposition & Long -Term Management
E. Prior to the release of any credits, the Sponsor shall record permanent conservation easements
for the Bank Parcel at the applicable County Register of Deed's office that is sufficient to ensure
protection, operation, and maintenance of restored riparian buffers and other riparian areas for
the duration specified in each approved BPDP.
F. The form of the conservation easement shall be consistent with the standards employed by the
State of North Carolina in the protection of restored riparian buffers and riparian areas and shall
be approved by the DWR prior to the release of any credits.
G. The Sponsor shall not grant additional easements, right of ways, or any other property interest in
or to the project areas, without prior approval from the DWR.
H. The Sponsor agrees to assign the conservation easement and its interests in perpetuity to a
qualified holder under NC General Statute ("GS") 121-34 et seq. and 170(h) of the Internal
Revenue Code prior to the submittal of the Year 4 Monitoring Report. The holder shall be a land
trust or stewardship program that will hold and enforce the conservation easement and the
interests in perpetuity. The Sponsor shall choose a land trust or stewardship program that is
accredited by the Land Trust Accreditation Commission and/or has been approved by DWR prior
to the end of the fourth year monitoring period. A land trust must be certified under 501(c)(3) of
the Internal Revenue Code.
I. In the event the Sponsor is also the owner of the underlying fee interest in the property the
conveyance of the conservation easement to a land trust or stewardship fund must be arranged
at the outset of the approved BPDP.
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Financial Assurances for Bank Parcel Development
J. Following approval of each BPDP, the Sponsor shall provide Performance/Maintenance Bonds
from a surety company that is rated no less than an "A-" as rated by A.M. Best, to construct the
sites according to the approved BPDP. It is the Sponsor's responsibility to confirm that the surety
company is rated no less than an "A-" with each annual bond renewal.
K. The amount of the Performance Bond shall be 100% of the estimated cost for implementation of
the riparian restoration and other related activities for the construction of the Bank Parcel as
described in each approved BPDP. No bond shall be less than $150,000.00 to cover construction
costs.
L. Alternatively, in lieu of posting a Performance Bond, the Sponsor may elect to construct the Bank
Parcel/s prior to the first credit release.
M. Once DWR has released all credits for completion of all items listed below, then the Bank Sponsor
will be released from its performance obligations under the performance bond required in Item J
and K of this section:
1. Instrument and BPDP Approved by DWR, Conservation Easement Recorded, Financial
Assurance Posted;
2. All mitigation activities including riparian earthwork, Planting and Installation of
Monitoring Devices Completed; easement boundaries adequately marked, and all
applicable permits obtained;
3. As -Built Report as described in Section VI has been received by DWR; and
4. DWR has submitted a written approval of the As -Built Report
N. To comply with this section, DWR must be the Obligee on all performance bonds.
VI. POST CONSTRUCTION DOCUMENTATION
As -Built Report
A. The Sponsor agrees to perform all necessary work, in accordance with the provisions of this
Instrument and corresponding BPDP, to establish, maintain, and monitor Neuse Riparian Buffers
or other riparian areas until Items B (1) and (2) of Section X have been satisfied.
B. Within 30 calendar days after completing the establishment of the buffer mitigation and nutrient
offset areas, the Sponsor will submit written notification to DWR documenting that all buffer
mitigation and nutrient offset activities have been completed. Failure to submit written
notification within 30 days may result in a modified credit release schedule or a delay in the
issuance of credit releases. Notification shall include all the following:
1. Short summary of activities completed as required per the approved BPDP;
2. Figures representing all riparian restoration and riparian preservation activities where
applicable;
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3. Figures representing location of all monitoring plots installed;
4. Detailed planting plan- including type of species planted, density of species planted, and
any modifications to the planting plan from what was approved in the BPDP;
5. Description of how the conservation easement boundaries were marked; and
6. Any major changes to the conservation easement boundary or to the amount of Riparian
Buffer Credits and/or Nutrient Offset Credits from what was proposed in the approved
BPDP.
C. The Sponsor will submit an as -built plan and report for each Bank Parcel separately after
completing the establishment of the buffer mitigation and nutrient offset areas. Each As -Built will
be submitted to DWR and will describe any deviation from the approved BPDP and will document
all the following:
1. Riparian restoration and/or preservation planting details and other construction activities
that were required in the BPDP, confirmation that all boundary markers are installed,
invasive species control, monitoring device locations, vegetation plot locations, and photo
point locations.
2. Boundary Survey of the conservation easement area, signed and sealed by a licensed
surveyor, including an inventory of the final areas for Riparian Buffer Credits and Nutrient
Offset Credits in both square feet and acres.
3. As -built map of the buffer mitigation and nutrient offset areas showing where riparian
activities were performed and any deviations to the Bank Parcel from what was approved
in the BPDP.
4. Aerial map of the Bank Parcel showing the proposed areas for Nutrient Offset Credits and
Riparian Buffer Credits that was included in the approved BPDP.
Financial Assurance for Bank Parcel Monitoring and Maintenance
D. After completion of the riparian activities and construction activities on each Bank Parcel, a
separate Performance/ Maintenance Bond will be secured for 100% of the estimated cost to
implement the monitoring and maintenance plan as described in the approved BPDP and As -Built
Report for the Bank Parcel. The Bond must be from a surety company that is rated no less than
an "A-' as rated by A.M. Best, and it is the Sponsor's responsibility to confirm the surety company
is still rated no less than an "A -"with each annual bond renewals.
E. Each Performance/Maintenance Bond shall be secured each year for a minimum of five years,
and until DWR has released all Riparian Buffer Credits and Nutrient Offset Credits to the Bank
Sponsor. Upon DWR approval, the bond may be lowered each year based on the adjusted cost to
complete the monitoring. No bond shall be less than $100,000 to cover monitoring and
maintenance costs initially.
F. Once DWR has released 100% of all credits for completion of all Bank Parcel milestones described
in Table 3 of Section VIII or in the corresponding BPDP, the Bank Sponsor will be released from its
performance obligations under the performance bond required in D and E in this section.
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G. To comply with this section, DWR must be the Obligee on all performance bonds.
Monitoring and Maintenance Reports
H. The Sponsor shall monitor each Bank Parcel as described in the BPDP until such time as DWR
determines that the performance standards described below have been met. The monitoring
period shall be a minimum of five consecutive years for each Bank Parcel.
I. Performance Standards for Vegetation: Native hardwood trees or native hardwood tree and shrub
species should be planted at a density sufficient to provide 260 stems per acre after five years. A
minimum of four (4) native hardwood trees or four (4) native hardwood tree and shrub species
must be planted. No one species shall be greater than 50% of the planted stems. A list of species
for planting will be detailed in the BPDP for approval. Native hardwood tree volunteer species
may be included to meet performance standards as determined by the DWR.
J. A "stem" means a woody seedling, sapling, shrub or tree, no less than 10 centimeters in height
and shall apply, on the Bank Parcels, to the minimum height that a planted tree or shrub
shall be at initial planting. Volunteer stems that are less than 10 centimeters shall not be
quantified and included in the annual vegetation data included with the monitoring
reports.
K. If the performance standards of the vegetation are not met, supplemental plantings may be
required. Supplemental plantings will be utilized until the required densities have been achieved
and maintained for five years. Bank Parcel maintenance, such as ensuring diffused flow, managing
invasive species, and pest control will be included in the BPDP.
L. Monitoring Reports for Riparian Buffer Credit & Nutrient Offset Credit: Reporting criteria of the
vegetation shall be based on the Carolina Vegetation Survey (CVS) - EEP Protocol for Recording
Vegetation Level 2 Plot Sampling only version 4.0 or any updated versions of this protocol in place
at the date of acceptance of each BPDP. The Sponsor shall submit to the DWR an annual
monitoring report for each Bank Parcel no later than December 31 of each year for a minimum of
five consecutive years after the first full growing season for each Bank Parcel under this
instrument. Vegetation data shall not be collected prior to late August of each year. This report
will describe the conditions of the Bank Parcel, including an evaluation of the performance
standards of the vegetation contained within the approved BPDP. Reports shall contain the
following:
1. A U.S. Geological Survey map showing location of the Bank Parcel;
2. A detailed narrative with supporting photos summarizing the condition of the Bank Parcel
along with any maintenance or remediation performed that year; and
3. A map, survey, or other figures showing locations of sampling plots, permanent photo
points, and location of transects, Etc.; and
4. Monitoring data, including specific vegetation counts and heights showing that the trees
or tree and shrub species planted are meeting performance standards and updated
photographs; and
5. A copy of the most recent Bank credit/debit lodgers; and
6. Corresponding verification letters from designated local governments upon request; and
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7. Corresponding Mitigation Transfer Certificates upon request; and
8. Proof of performance bond renewal to cover the next monitoring year (when applicable).
Contingency Plans/Remedial Actions
M. In the event a Bank Parcel fails to achieve the performance criteria described in this Instrument
and in the approved BPDP, the Bank Sponsor shall develop necessary contingency plans in
coordination with the DWR and implement appropriate remedial actions for the Bank Parcels and
the Bank. Depending on the degree of remedial actions required, the DWR may modify the
monitoring period.
VII. CALCULATION OF CREDITS
Riparian Buffer Credits
A. All Riparian Buffer Credits shall be determined based on the ratios and percentages provided in
15A NCAC 02B .0295 (m) and (n) following the guidance provided in the Clarified Procedures for
Calculating Buffer Mitigation Credits and Nutrient Offset Credits letter issued by the DWR, see
reference #5, including the most recent Project Credit Table Template (see Appendix C) provided
online.
B. Riparian buffer restoration on the Bank Parcels, as described in 15A NCAC 02B .0295(n) and
defined in 15A NCAC 02B .0295 (b) that is performed on agriculture lands within the Bank Parcel,
may be used for either Riparian Buffer Credit or Nutrient Offset Credit, but not both.
C. Riparian Buffer Credit is defined as one (1) buffer credit per one square foot or 43,560 buffer
credits per one acre.
Nutrient Offset Credits
D.
The square footage of Nutrient Offset Credits on the Bank Parcel will be determined by applying
the applicable ratios as provided in 15A NCAC 02B .0295(m) for a Restoration Site following the
guidance provided in the Clarified Procedures for Calculating Buffer Mitigation Credits and
Nutrient Offset Credits issued by the DWR see reference #5, including the most recent Project
Credit Table Template provided online. All riparian areas proposed for Nutrient Offset Credits
must be a minimum of 50 feet from the top of the banks along viable streams or viable ditch banks
on land noted in a Site Viability Letter as agriculture.
E. Nutrient Abatement of Restored Riparian Area/Buffers on agricultural land: The Sponsor and DWR
agree:
1. The pounds of nitrogen offset per acre of restored riparian areas/buffers on agricultural
land shall be 2,273.02 pounds per acre or 19.16394 square feet per pound.
F. The Sponsor and DWR agree that the methodology and calculations for determining nitrogen
reductions, associated with restoration of riparian areas on these Bank Parcels as described in
Section IV of this Instrument, shall be fixed as part of the approval of this Instrument, with the
fixed amount not changing during the Bank Parcel Development or credit release schedule for
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each Bank Parcel. For further details on the approved method and calculations for determining
nutrient reductions associated with the riparian restoration on this Bank Parcel refer to the
NCDWR - Methodology & Calculations for Nutrient Reductions document found in reference
number 6.
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VIII. CREDIT RELEASE SCHEDULE
A. In general, upon submittal of all appropriate documentation by the Sponsor, and subsequent
approval by DWR, it is agreed that Riparian Buffer Credits and Nutrient Offset Credits associated
with the Cox Pond, O'Berry Road, and Little River Weaver Bank Parcels will become available for
sale to a third party in accordance with a Credit Release Schedule similar to that which is provided
in Table 3.0 below:
Table 3.0 - Credit Release Schedule for Riparian Buffer Credits and Nutrient Offset Credits
Task
Project Milestone
Credit
Available for
Sale
1
Instrument and BPDP Approved by DWR, Conservation Easement
Recorded*, and Financial Assurance Posted
20
2
All mitigation activities including riparian earthwork, Planting and
Installation of Monitoring Devices Completed; easement
boundaries adequately marked, and all applicable permits
obtained, site visit performed by DWR
20
3
Monitoring Financial Assurance Posted and Approval of As -Built
Report
10
4
Monitoring Report #1: Approved by the DWR** & financial
assurance renewed
10
5
Monitoring Report #2: Approved by the DWR** & financial
assurance renewed
10
6
Monitoring Report #3: Approved by the DWR** & financial
assurance renewed
10
7
Item B (I) of Section X in this Instrument has been completed and
approved by DWR
5
No remaining credits will be released until Task 7 has been satisfied, assigning the
conversation easement to an approved land trust or long-term steward.
8
Monitoring Report #4: Approved by the DWR** & financial
assurance renewed
5
9
Monitoring Report #5: Approved by the DWR** and final site visit
by DWR has been conducted
10
Total
100%
* For specification, please see Section V in this Instrument
** DWR Approval provided upon a determination that the site is meeting performance
standards contained within the approved BPDP
B. DWR may modify Credit Release Schedules based on the information submitted or the order in
which required information is received. DWR will notify the Sponsor of any modification to the
credit release schedule.
C. Any major deviations to the Bank Parcel that were not authorized in writing by DWR prior to
implementation may affect the amount of Riparian Buffer Credits and Nutrient Offset Credits
that will be generated by the Bank Parcel.
12

DocuSign Envelope ID: FA94DF9E-2C54-44EA-8185-278EFA4B4AA1
IX. PROCEDURE FOR DEBITING AND CREDITING
Credit Ledgers
A. The Sponsor shall maintain one credit ledger for each mitigation type for each Bank Parcel under
this Instrument unless otherwise instructed by DWR in the approved BPDP. Each Bank Parcel will
have separate credit ledgers. Credit ledgers shall provide the accounting for Riparian Buffer
Credits in square feet and acres and Nutrient Offset Credits in pounds and square feet.
B. Each credit ledger shall be submitted on a separate 8 1/2 in. x 11in. spreadsheet with legible font
style and font size. All ledgers shall be submitted using the templates provided in Attachment B
of this Instrument or any updated versions to these templates as provided by DWR.
Credit Processing
C. Credits must be calculated for the Bank Parcel using the most recent Project Credit Table template
online (see Attachment C for an example) which is referenced in the guidance provided in the
Clarified Procedures for Calculating Buffer Mitigation Credits and Nutrient Offset Credits letter
issued by the DWR, see reference #5.
D. Riparian Buffer Credits generated on these Bank Parcels will be used to provide mitigation for
authorized buffer impacts within the 03020201 HUC of the Neuse River Basin according to 15A
NCAC 02B .0295 (f) and (g), excluding the Falls Lake Watershed.
E. Nutrient Offset Credits generated on these Bank Parcels will be used to offset nitrogen nutrient
loads within the 03020201 HUC of the Neuse River Basin, excluding the Falls Lake Watershed, in
accordance with 15A NCAC 02B .0703.
F. Available Riparian Buffer Credits (credits that have been released by DWR but not sold by the
Sponsor) that are generated from riparian restoration on agricultural land and meet criteria for
nutrient offset credits as outlined in Section VII of this Instrument, the Site Viability Letter and the
corresponding BPDP can be converted from Riparian Buffer Credits into Nutrient Offset Credits
upon written approval from DWR. Once a credit has been converted to another credit type, the
transaction is permanent, and the credit cannot be converted again.
G. Available Nutrient Offset Credits (credits that have been released by DWR but not sold by the
Sponsor) that are generated from riparian restoration within 0-100' from tops of stream banks
and meet criteria for riparian buffer credits as outlined in Section VII of this Instrument, the Site
Viability Letter, 15A NCAC 02B .0295 and the corresponding BPDP can be converted from Nutrient
Offset Credits to Riparian Buffer Credits upon written approval from DWR. Once a credit has been
converted to another credit type, the transaction is permanent, and the credit cannot be
converted again.
H. Any Credit conversions must be calculated using the guidance provided in the Clarified Procedures
for Calculating Buffer Mitigation Credits and Nutrient Offset Credits letter issued by the DWR, see
reference #5.
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DocuSign Envelope ID: FA94DF9E-2C54-44EA-8185-278EFA4B4AA1
I. The Sponsor shall obtain verification of buffer mitigation required from the delegated local
government in the 03020201 HUC of the Neuse River Basin outside of the Falls Lake Watershed
or from DWR prior to debiting Riparian Buffer Credits from the Bank Parcel.
J. The Sponsor shall obtain written verification of nutrient offset need from a designated local
government in the 03020201 HUC of the Neuse River Basin outside of the Falls Lake Watershed,
or from DWR through an approved NPDES permit for wastewater nutrient sources prior to
debiting Nutrient Offset Credits from the Bank Parcel.
K. All credit and debit transactions for each Bank Parcel under this Instrument shall be accurately
depicted in the credit ledgers. The Sponsor shall submit accurate and up-to-date credit ledgers
for each Bank Parcel by the 10th of each month. At a minimum and only upon request, DWR shall
receive a hard copy of updated credit ledgers along with corresponding Mitigation Credit Transfer
Certificates and all corresponding letters from the designated local governments or DWR where
applicable once a year. Notification of all credit sales shall be provided to DWR until all credits
that have been released have been sold.
Mitigation Credit Transfer Certificates
L. All credit sales will include a Mitigation Credit Transfer Certificate ("Certificate") that is required
to be provided to the buyer of Riparian Buffer and/or Nutrient Offset Credits, that will include, at
a minimum, the following information;
1. Bank Details: (1) Sponsor Name, (2) Bank Parcel name as it appears in Table 1.0 and, (3)
DWR project number for the BPDP as it appears in Table 1.0.
2. Credit Details: (1) date of receipt, (2) identify if full or partial payment, and (3- when
applicable) amount of nitrogen Nutrient Offset Credits purchased in pounds and
confirmation from the designated local government or DWR of the amount required, and
(4-when applicable) the amount of Riparian Buffer Credits purchased in square feet and
the confirmation from DWR or the local government of the amount required.
3. Permitted Project Details: (1) project name and project number as it appears on DWR or
local government permits and/or certifications, (2) 8-digit HUC, (3) river basin, (4) nutrient
strategy applicable to the project with impacts, (5 — when applicable) designated local
government requiring Nutrient Offset Credits, and/or (6) DWR or delegated local
government requiring Riparian Butter Credits for this project and (7) credit type of
amount required for the project.
M. If the DWR determines the Bank is operating at a deficit (e.g. the Sponsor is selling and/or
transferring credit that is not available), or the Bank is selling or transferring credits out of
compliance with statutes, rules or this Agreement, the sale/transfer of credits will immediately
cease, and the DWR, in consultation with the Sponsor, will determine what remedial actions are
necessary.
14

DocuSign Envelope ID: FA94DF9E-2C54-44EA-8185-278EFA4B4AA1
X. BANK PARCEL CLOSURE
A. Bank Parcel Closure for each Bank Parcel under this Instrument shall be identified as the event
when the Sponsor is relieved of all its responsibilities to the Bank Parcel and there are no Riparian
Buffer Credits or Nutrient Offset Credits left to sell.
B. Bank Parcel Closure shall commence only after all following events have occurred;
1. Transfer or assign the conservation easement and all its interests, in perpetuity, to a land
trust or stewardship program as described in Section V of this instrument.
2. All five years of monitoring completed, and all monitoring reports submitted and
approved by DWR.
3. All credits have been released and debited and updated ledgers showing zero credit
balances have been submitted and approved by DWR.
Xl. GENERAL PROVISIONS
A. Upon the presentation of proper credentials, and during normal business hours, the Sponsor and
the landowner shall grant permission to the Director of DWR, or an authorized representative of
the Director of DWR to enter the property containing the Bank Parcel(s).
B. Amendments: This Banking Instrument may be amended or modified only with written approval
of all signatory parties.
C. Any transfer of the Sponsor's rights or obligations outlined in this Instrument or any other
agreement referenced in this Instrument to a third party must be approved by DWR prior to the
transfer.
D. Force Majeure: After 100% of all the credits have been released in accordance with the credit
release schedule in Section VIII and confirmation has been received by the DWR that the
Conservation Easement has been successfully assigned in compliance with Item H of Section V,
the Sponsor will not be responsible for Bank failure that is attributed to natural catastrophes
including but not limited to flood, drought, disease, regional pest infestation, etc. that are beyond
the control of the Sponsor.
E. However, if an event occurs before 100% of all the credits have been released in accordance with
the credit release schedule in Section VIII, the Sponsor shall take remedial action to restore the
property to its condition prior to the event, in a manner sufficient to provide adequate mitigation
to cover credits that were sold prior to the occurrence of the event. Such remedial action shall be
taken by the Sponsor only to the extent necessary and appropriate, as determined by DWR and
the Sponsor.
DWR must concur in writing that a force majeure event has occurred for this provision to apply.
F. Oversight: Actions taken by DWR may include, but are not limited to, the following:
1. Site visits,
15

DocuSign Envelope ID: FA94DF9E-2C54-44EA-8185-278EFA4B4AA1
2. Issuance of Site Viability Letters,
3. BPDP review and approval of items listed in Section V of this Instrument,
4. As -Built report review and approval of items listed in Section VI of this Instrument,
5. Monitoring Report review and approval of items listen in Section VI of this Instrument,
6. Credit Ledger review and approval of items listen in Section IX of this Instrument,
7. Certificate review of items listed in Section IX of this Instrument and cross analysis to
credit ledgers and,
8. Information requests, file reviews and audits.
Reports, ledgers, files and other information shall be made available to DWR upon request, unless
otherwise specified in this or any other document.
G. Validity of this Instrument: This Instrument will become valid on the date of the last party's
signature.
H. Specific Language of this Instrument Shall Be Controlling: To the extent that specific language in
this document changes, modifies, or deletes terms and conditions contained in those documents
that are incorporated into the Instrument by reference, and that are not legally binding, the
specific language within the Instrument shall be controlling.
I. Any disputes over decisions regarding this Instrument, shall be referred to the Director of DWR
for a decision. The Director's decision is subject to review as provided in Articles 3 and 4 of G.S.
150B.
J. This Agreement shall be binding upon the parties and is entered into knowingly, intelligently, and
voluntarily.
K. Notices: All Notices and other communication which may be or are required to be given or made
by any party to the other shall be in writing and shall be deemed to have been properly given and
received on the date delivered in person, received via email with a delivery receipt requested, or
deposited in the United States mail, registered or certified, return receipt requested, to the
addresses set out below or at such other addresses as specified by written notice delivered in
accordance herewith.
If to Bank Sponsor:
If to DWR:
1430 South Mint Street, Suite 104
Charlotte, NC 28203
Attn: John Hutton
[e-mail]
NC Division of Water Resources — 401 & Buffer Permitting Branch
Attn: Nutrient Offset and Buffer Banking Coordinator
1617 Mail Service Center
Raleigh, NC 27699-1617
16

DocuSign Envelope ID: FA94DF9E-2C54-44EA-8185-278EFA4B4AA1
N. Applicable Law: This Agreement shall be construed under the laws of the State of North Carolina.
Wildlands Holdings III, LLC
By: John Hutton (Print)
(Signature)
Vice President of Wildlands Engineering,
Title: Member of Wildlands Holdings III, LLC
Date: 5/17/2022
NORTH CAROLINA DEPARTMENT OF ENVIRONMENTAL QUALITY -DIVISION OF WATER RESOURCES
By:
Jeff Poupart
�DocuSignetl by:
itffe6tAPYIL
�8FB19B649DD2478...
Title: Director, Division of Water Resources
Date:
6/10/2022
17
(Print)
(Signature)

DocuSign Envelope ID: FA94DF9E-2C54-44EA-8185-278EFA4B4AA1
Nutrient Offset Program & Buffer Mitigation Program Updated
Authorities for Neuse Strategy MBI August 11, 2020
ATTACHMENT A
Authorities pertaining to the Wildlands Neuse Umbrella Mitigation Banking Instrument
All Basins
General Statutes:
G.S. § 143-214.11 Ecosystem Enhancement Program
G.S. § 143-214.26 Nutrient Offset Credits
G.S. § 143-214.20-24 Riparian Buffer Protection Program
G.S. § 143-214.7 Stormwater runoff rules and programs
G.S. § 143-215.8B Basinwide Water Quality Management Plans
Session Laws
S.L. 2019-86 (Amendment to G.S. §143-214.26)
S.L. 2016-94
S.L. 2015-246
S.L. 2015-149
S.L. 2014-90
S.L. 2014-120
S.L. 2013-413
S.L. 2013-121
S.L. 2013-265
S.L. 2012-200 (Amendment to G.S. §143-214.23 and G.S. §143-215.1)
S.L. 2011-343 (Amendment to G.S. §143-214.11)
S.L. 2009- 337 (Amendment to G.S. §143-214.11)
Administrative Rules:
15A NCAC 02B .0202 Definitions
15A NCAC 02B .0223 Nutrient Sensitive Waters
15A NCAC 02B .0701 Nutrient Strategies Definitions
15A NCAC 02B .0703 Nutrient Offset Credit Trading
15A NCAC 02B .0295 Mitigation Program Requirements for Protection and Maintenance of Riparian Buffers
Neuse River Basin Buffer and Neuse Nutrient Strategy
Session Laws
S.L. 2011-394
S.L. 1998-221 (Part I)
S.L. 1995-572
Administrative Rules:
15A NCAC 02B .0610
15A NCAC 02B .0611
15A NCAC 02B .0612
15A NCAC 02B .0710
15A NCAC 02B .0711
15A NCAC 02B .0712
15A NCAC 02B .0713
15A NCAC 02B .0714
15A NCAC 02B .0715
Managing Activities within Riparian Buffers: Definitions
Managing Activities within Riparian Buffers: Authorization Certificates
Managing Activities within Riparian Buffers: Forest Harvesting Requirements
Neuse Nutrient Strategy: Purpose and Scope
Neuse Nutrient Strategy: Stormwater
Neuse Nutrient Strategy: Agriculture
Neuse Nutrient Strategy: Wastewater Discharge Requirements
Protection and Maintenance of Existing Riparian Buffers
Delegation of Authority for the Protection and Maintenance of Existing Riparian Buffers

DocuSign Envelope ID: FA94DF9E-2C54-44EA-8185-278EFA4B4AA1
BANK NAME
Neuse River Basin (HUC 03020201) WI LD LA N D S
Nitrogen Credit Ledger HOLDINGS "III
Date Last Updated: xx-xx-xxxx
D W R Project #:
Gov't Requiring
Nutrient Credit Balance
Square Feet
Pounds of
Nitrogen
Credits Debited/Sold From
Bank
Pounds of
Square Feet
Nitrogen
Credits Released/Available to
Bank
v
v
LL
W
R
3
s
H
Pounds of
Nitrogen
Project Name
Purchaser or % Credit Release
Sale/
Release Date
m
0
I -
Attachment B

DocuSign Envelope ID: FA94DF9E-2C54-44EA-8185-278EFA4B4AA1
Attachment B

DocuSign Envelope ID. FA94DF9E-2C54-44EA-8185-278EFA4B4AA1
Attachment C
Table 1. [INSERT PROJECT NAME], [INSERT PROJECT NUMBER], Project Credits
Project Area
N Credit Conversion Ratio (ft2/pound)
P Credit Conversion Ratio (ftZ/pound)
Delivered
Nutrient
Offset: P (Ibs)
I I
I I
I I
I I
I I
I I
I I
I l
l l
0
i o
0
Delivered
Nutrient
Offset: N (Ibs)
1 1
1 I
1 1
I 1
1 1
I 1
1 1
1 1
I
0
I o
0
Convertible to
Nutrient Offset?
Riparian Buffer
Credits
l
l l
l l
l l
l l
l l
l l
l l
l l
l o
0
Convertible to
Riparian
Buffer?
d x
V �
C i
iz C
% Full Credit
Initial Credit
Ratio (x:1)
Total (Creditable)
Area of Buffer
Mitigation (ft)
0
o z
Total Area (ftZ)
0
0 0
Feature Name
Total Buffer (ft2):
Total Nutrient Offset (ft2):
Min -Max Buffer
Width (ft)
Mitigation Activity
Neuse 03020201 - Outside Falls Lake
19.16394
z
Feature Type
Subject? (enter
NO if
ephemeral or
ditch')
Location
Credit Type
0
% Full Credit
0
o
o
>
0
tt
0
o
Total (Creditable)
Area for Buffer
Mitigation (ft)
0
0
0
0
Total Area (sf)
0
V
C
O
0.
c
Feature Name
co
J
0
To
E
cc cc
To
r
N
0-
TOTAL AREA OF BUFFER MITIGATION (TABM)
Credits
0.000
0.000
0.000
Total Riparian Buffer: 0 0.000
TOTAL NUTRIENT OFFSET MITIGATION
Credits
0.000
0.000
Square Feet
0 0
Square Feet
Mitigation Totals
Restoration:
Enhancement:
Preservation:
Mitigation Totals
Nutrient Offset: Nitrogen:
Phosphorus:
1. The Randleman Lake buffer rules allow some ditches to be classified as subject according to 15A NCAC 02B .0250 (5)(a).
last updated 08/03/2020