NCC232470_FRO Submitted_20230817

FINANCIAL RESPONSIBILITY/OWNERSHIP FORM
SEDIMENTATION POLLUTION CONTROL ACT
No person may initiate any land-disturbing activity on one or more acres as covered by the Soil Erosion and
Sedimentation Control Ordinance of the City of Greenville (Title 9, Chapter 8) before this form and an
acceptable erosion and sedimentation control plan have been completed and approved by the City of
Greenville, Engineering Division. (Please type or print and, if the question is not applicable or the e-mail
and/or fax information unavailable, place N/A in the blank.)
Part A.
1. Project Name The Charles
2. Location of land-disturbing activity: County Pitt City or Township Greenville
Charles Blvd. 35.571018 -77.352415
Highway/Street Latitude Longitude
3. Approximate date land-disturbing activity will commence: July 2023
4. Purpose of development(residential, commercial, industrial, institutional, etc.):Residential (multi family)
5. Total acreage disturbed or uncovered (including off-site borrow and waste areas): 23.1 ac
6. Amount of fee enclosed: $ 2,400.00 . The application fee of$100.00 per acre (rounded
to the tenth of acre) is assessed without a ceiling amount (Example: a 9-acre application fee is$900).
7. Has an erosion and sediment control plan been filed? Yes X No Enclosed X
8. Person to contact should erosion and sediment control issues arise during land-disturbing activity:
Name Watson G. Caviness E-mail Address watson cavineSSandcateS.corn
Telephone [phone] Cell# Fax# [phone]
9. Landowner(s) of Record (attach accompanied page to list additional owners):
The Charles on Charles, LLC 910-481-0503 910-481-0585
Name Telephone Fax Number
639 Executive Place, Suite 400 639 Executive Place, Suite 400
Current Mailing Address Current Street Address
Fayetteville NC 28305 Fayetteville NC 28305
City State Zip City State Zip
4253 62 - 65
10. Deed Book No. Page No. Provide a copy of the most current deed.
Part B.
1. Person(s) or firm(s) who are financially responsible for the land-disturbing activity (Provide a
comprehensive list of all responsible parties on an attached sheet):
The Charles on Charles, LLC [e-mail]
Name E-mail Address
639 Executive Place, Suite 400 639 Executive Place, Suite 400
Current Mailing Address Current Street Address
Fayetteville NC 28305 Fayetteville NC 28305
City State Zip City State Zip
Telephone [phone] Fax Number 910-481-0585

2. (a) If the Financially Responsible Party is not a resident of North Carolina, give name and street address
of the designated North Carolina Agent:
Name E-mail Address
Current Mailing Address Current Street Address
City State Zip City State Zip
Telephone Fax Number
(b) If the Financially Responsible Party is a Partnership or other person engaging in business under an
assumed name, attach a copy of the Certificate of Assumed Name. If the Financially Responsible
Party is a Corporation,give name and street address of the Registered Agent:
Name of Registered Agent E-mail Address
Current Mailing Address Current Street Address
City State Zip City State Zip
Telephone Fax Number
The above information is true and correct to the best of my knowledge and belief and was provided
by me under oath (This form must be signed by the Financially Responsible Person if an individual
or his attorney-in-fact, or if not an individual, by an officer, director, partner, or registered agent with
the authority to execute instruments for the Financially Responsible Person). I agree to provide
corrected information should there by any change in the information provided herein.
Watson G. Caviness Managing Member
Type or pr. t name Title or Authority
003
Si a ure ' Date
I, Loth--. rut//''C/U It) , a Notary Public of the County of 62inZetlanc(
State of North Carolina, hereby certify that Watson G. Caviness appeared
personally before me this day and being duly sworn acknowledged that the above form was
executed by him.
Witness my hand and notarial seal, thi46 day of / /'/7 , 20 23
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OPERATING AGREEMENT
THIS OPERATING AGREEMENT is effective the 19th day of January, 2022 by and
between THE CHARLES ON CHARLES, LLC (the "Company") and WATSON G. CAVINESS
("Member" or if more than one, collectively"Members").
1. Formation. The Company was formed on January 19, 2022 upon the filing with
the Secretary of State of the Articles of Organization of the Company creating a limited liability
company. In consideration of the mutual promises and covenants contained herein and other good
and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the
parties hereto agree that the rights and obligations of the parties and the administration and
termination of the Company shall be governed by this Agreement, the Articles of Organization,
and the N.C. Limited Liability Company Act.
2. Principal Office and Registered Agent. The principal office of the Company shall
be located at 639 Executive Place, Suite 400,Fayetteville,NC 28305. The registered agent of the
Company shall be J. Patrick Raynor at said address.
3. Capital and Membership Interest. The Members contributed capital to the
Company and own membership interests in the Company as follows:
Member Capital Contributed Percentage Interest
Watson G. Caviness $100.00 100%
The Members shall maintain separate capital accounts in proportion to their membership interests
in the Company.
4. Profits and Losses. The Members shall divide the net profits and bear the net losses
of the Company pro rata based on their membership interests. The Members shall maintain
separate income accounts and charge or credit profits and losses to their respective income
accounts. If a Member does not have a credit balance in his income account, then losses shall be
charged to his capital account. No additional share of profits shall inure to a Member because his
capital or income account is in excess of the capital or income account of another Member. The
profits and losses of the Company shall be determined in the same manner which the Company
reports its income on its federal income tax returns.
5. Interest. No interest shall be paid on initial contributions to the capital of the
Company or on subsequent contributions to the capital of the Company.

6. Management.
A. The business and affairs of the Company shall be managed by the Manager.
In addition to the powers and authorities expressly conferred by this Agreement upon the Manager,
the Manager shall have full and complete authority, power and discretion to manage and control
the business of the Company, to make all decisions regarding those matters and to perform any
and all other acts or activities customary to or incident to the management of the Company's
business,except only as to those acts and things as to which approval by the Members is expressly
required by the Articles of Organization,this Agreement,the Act or other applicable law. At any
time when there is more than one Manager: (i)any one Manager may take any action permitted to
be taken by the Managers, unless the approval of more than one of the Managers is expressly
required pursuant to this Agreement or the Act; and (ii) the Managers may elect one or more
officers who may but need not be Members or Managers of the Company, with such titles, duties
and compensation as may be designated by the Managers, subject to any applicable restrictions
specifically provided in this Agreement or contained in the Act.
B. There shall initially be one Manager of the Company. The name and
consent of the Manager to serve as such shall be evidenced on Schedule A attached hereto and
made a part hereof, as amended upon any change of Managers. The number of Managers of the
Company may be fixed from time to time by the affirmative vote of a Majority in Interest of all of
the Members, but in no instance shall any decrease in the number of Managers have the effect of
shortening the term of any incumbent Manager. Managers need not be Members of the Company.
C. Managers shall serve at the discretion of a Majority in Interest of all of the
Members. Each Manager shall hold office until the Manager's successor shall have been elected
and qualified, or until the death or dissolution of such Manager, or until his or its resignation or
removal from office.
D. Any vacancy occurring for any reason in the Managers of the Company may
be filled by the affirmative vote of a Majority in Interest of all the Members at an annual meeting
of Members or at a special meeting of Members called for that purpose
E. No Manager of the Company shall be liable to the Company or its Members
for monetary damages for an act or omission in such person's capacity as a Manager, except as
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provided in the Act for (i) acts or omissions which a Manager knew at the time of the acts or
omissions were clearly in conflict with the interests of the Company, or(ii) any transaction from
which a Manager derived an improper personal benefit. If the Act is amended to authorize action
further eliminating or limiting the liability of Managers, then the liability of a Manager of the
Company shall be eliminated or limited to the fullest extent permitted by the Act as so amended.
Any repeal or modification of this section shall not adversely affect the right or protection of a
Manager existing at the time of such repeal or modification.
7. Banking. All of the funds of the Company shall be deposited in the name of the
Company in such checking account or accounts as the Managers may select.All withdrawals from
the checking accounts of the Company are to be made upon checks signed by the party or parties
designated by the Majority in Interest of the Members.
8. Books. The books and records of the Company shall be kept at the principal office
of the Company, and the Members shall at all times have access thereto. The books shall be kept
on a calendar year basis and shall be closed and balanced at the end of each calendar year.
9. Withdrawal of Member. No Member shall transfer,assign or convey,voluntarily
or involuntarily, by operation of law or otherwise, including without limitation a purported or
proposed transfer pursuant to a divorce or equitable distribution proceeding, his membership
interest, or any portion thereof, during life except upon withdrawal effected in accordance with
this Paragraph. A Member shall have the right to withdraw from the Company at any time by
sending written notice of his intention to withdraw to the other Members at the office of the
Company. The filing of a bankruptcy petition by a Member shall be deemed constructive notice of
withdrawal. The date the withdrawing Member sends written notice of his intention to withdraw,
or the date a Member files a bankruptcy petition, shall be deemed such Member's effective date of
withdrawal. Upon the withdrawal of a Member, the other Members shall by the affirmative vote
of the Majority in Interest of the Members and excluding the withdrawing Member's membership
interest, decide either (i) to purchase the withdrawing Member's membership interest, or (ii) to
terminate and liquidate the Company.
A. If the other Members decide to purchase the withdrawing Member's
membership interest, the Members electing to purchase the withdrawing Member's membership
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interest shall serve notice in writing of such election upon the withdrawing Member at the office
of the Company within thirty [30] days after receipt of this notice of intention to withdraw. No
Member shall be required to participate in the purchase of the withdrawing Member's membership
interest, but the other Members electing to purchase shall each purchase his pro rata share of the
withdrawing Member's membership interest in the same proportion that his membership interest
bears to the membership interests of all Members electing to purchase determined by percentage
interest in accordance with the provisions of Paragraph 4 of this Agreement. The purchase price
shall be the fair market value of the withdrawing Member's membership interest as of the effective
date of withdrawal as determined by a disinterested appraiser mutually selected and agreed upon
in writing by the withdrawing Member and the purchasing Members. If the withdrawing Member
and the purchasing Members cannot agree on a disinterested appraiser, then the withdrawing
Member and the purchasing Members shall each select a disinterested appraiser, and the two
disinterested appraisers shall attempt to agree on the fair market value of the withdrawing
Member's membership interest. If the two disinterested appraisers agree on the fair market value
of the withdrawing Member's membership interest, the fair market value agreed upon by them
shall be the fair market value of the withdrawing Member's membership interest. If the two
disinterested appraisers are unable to agree on the fair market value of the withdrawing Member's
membership interest, then the two disinterested appraisers shall select a third disinterested
appraiser, and the three disinterested appraisers shall independently determine the fair market
value of the withdrawing Member's membership interest.The average of the two closest appraisals
shall be the fair market value of the withdrawing Member's membership interest. The
determination of the fair market value of the withdrawing Member's membership interest by such
appraiser or appraisers shall be conclusive and binding on the withdrawing Member and the
purchasing Members. The withdrawing Member shall pay one-half [1/2] of the costs of all
appraisers necessary to determine the fair market value of the withdrawing Member's membership
interest, and the purchasing Members shall pay one-half [1/2] of the costs of all appraisers
necessary to determine the fair market value of the withdrawing Member's membership interest.
The purchasing Members shall pay the purchase price [with interest at the rate of six(6%)percent
per annum] to the withdrawing Member in ten [10] semiannual installments beginning thirty [30]
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days after final determination of the fair market value of the withdrawing Member's membership
interest and continuing every six [6] months thereafter until fully paid. The purchasing Members
shall execute a promissory note evidencing the obligation and deliver it together with the first
payment thereon to the withdrawing Member in exchange for the written assignment of the
withdrawing Member's membership interest no later than thirty[30] days after final determination
of the fair market value of the withdrawing Member's membership interest.
B. If the other Members decide not to purchase the withdrawing Member's
membership interest, the Members shall proceed with reasonable promptness to liquidate the
Company. The procedure as to liquidation and distribution of the assets of the Company shall be
the same as stated in Paragraph 13 of this Agreement with respect to voluntary termination.
10. Death of a Member. Upon the death of a Member, each of the surviving Members
shall purchase his pro rata share of the deceased Member's membership interest in the same
proportion that each such surviving Member's membership interest bears to the membership
interests of all surviving Members. Each Member may but is not required to purchase life
insurance policies on the lives of the other Members to fund his obligations to purchase the
membership interest of a deceased Member in accordance with the provisions of this Agreement.
The purchase price shall be the fair market value of the deceased Member's membership interest
as of the date of the deceased Member's death but shall in no event be less than the amount of life
insurance proceeds received by the surviving Members from life insurance policies purchased by
them on the life of the deceased Member to fund their obligations to purchase the deceased
Member's membership interest. The fair market value of the deceased Member's membership
interest shall be determined by a disinterested appraiser mutually selected and agreed upon in
writing by the executor or administrator of the deceased Member's estate and the surviving
Members. If the executor or administrator of the deceased Member's estate and the Surviving
Members cannot agree on a disinterested appraiser, then the executor or administrator of the
deceased Member's estate and the surviving Members shall each select a disinterested appraiser,
and the two disinterested appraisers shall attempt to agree on the fair market value of the deceased
Member's membership interest. If the two disinterested appraisers agree on the fair market value
of the deceased Member's membership interest, the value agreed upon by them shall be the fair
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market value of the deceased Member's membership interest. If the two disinterested appraisers
are unable to agree on the fair market value of the deceased Member's membership interest, then
the two disinterested appraisers shall select a third disinterested appraiser, and the three
disinterested appraisers shall independently determine the fair market value of the deceased
Member's membership interest. The average of the two closest appraisals shall be the fair market
value of the deceased Member's membership interest. The determination of the fair market value
of the deceased Member's membership interest by such appraiser or appraisers shall be conclusive
and binding on the executor or administrator of the deceased Member's estate and the surviving
Members. The executor or administrator of the deceased Member's estate shall pay one-half[1]
of the costs of all appraisers necessary to determine the fair market value of the deceased Member's
membership interest, and the surviving Members shall pay one-half [1/2] of the costs of all
appraisers necessary to determine the fair market value of the deceased Member's membership
interest. The surviving Members shall pay the purchase price in cash in exchange for the written
assignment of the deceased Member's membership interest no later than thirty[30] days after final
determination of the fair market value of the deceased Member's membership interest.
11. Specific Performance. Membership interests in the Company cannot be readily
purchased or sold on the open market and for that reason, among others, the Members and the
Company will be irreparably damaged if this Agreement is not specifically enforced. If any
dispute arises concerning the sale or disposition of a membership interest, an injunction may be
issued restraining any sale or disposition pending the determination of such controversy upon
application to a court of competent jurisdiction by any party to this Agreement. If any controversy
arises concerning the purchase or sale of a membership interest,the same shall be enforceable in
a court of equity by decree of specific performance. Such remedy shall, however, be cumulative
and not exclusive, and shall be in addition to any other remedy which the parties may have.
12. Voluntary Termination. The Members may dissolve the Company at any time by
agreement of the Members, in which event the Members shall proceed with reasonable promptness
to liquidate the Company. The assets of the Company shall be distributed in the following order:
a. to pay or provide for the payment of all liabilities and liquidating
expenses of the Company;
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b. to equalize the income accounts of the Members;
c. to discharge the balance of the income accounts of the Members;
d. to equalize the capital accounts of the Members; and to discharge the
balance of the capital accounts of the Members;and
e. to discharge the balance of the capital accounts of the Members.
13. Termination. This Agreement shall terminate on the occurrence of any of the
following events:
a. Voluntary termination in accordance with Paragraph 13 of this Agreement;
b. Cessation of the Company business;or
c. Bankruptcy, receivership or dissolution of the Company.
14. Benefits. This Agreement shall bind and inure to the benefit of the Members and
their respective agents, executors,administrators,heirs and assigns.
15. Number and Gender. Where required by the context herein, singular nouns and
pronouns shall be construed as plural, plural nouns and pronouns shall be construed as singular
and the gender of personal pronouns shall be construed as masculine, feminine or neuter.
16. Governing Law. This Agreement shall be governed by the laws of North Carolina.
17. Counterparts. This Agreement may be executed in one or more counterparts,each
of which shall be deemed an original but all of which together shall constitute one and the same
agreement.
18. Organizer: Rebecca F. Person joins in the execution of this Operating Agreement
solely as the Organizer to consent to the terms and conditions hereof and expressly quitclaims and
releases any interest, if any, she may have in the Company by virtue of her status as Organizer.
IN WITNESS WHEREOF, the Member, Manager, and Organizer have signed this
Agreement on behalf of the Company effective the day and year first above written.
[Signatures continued on next page.]
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COMPANY:
THE CHARLES ON CHARLES, LLC
By: [SEAL]
Nam : . trick Raynor
Title: Manager
MEMBERS:
[SEAL]
Wats n G. Caviness
ORGANIZER:
[SEAL]
Rebecca F. Person
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SCHEDULE A
Managers of the Company
J. Patrick Raynor
effective as of 01/19/2022
The Manager's consent to appointment:
[SEAL]
J. Patric R ynor
J
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