Carolina Station Personal Commentaries

County Council Planning Workshop 11/29/07 p.m. Selections, Related Actions and Personal Opinions

12/3-4/07 Update: Correction shown in blue text below.

Janet Carter said that she was misquoted in the newspaper; she would "not recommend to county council the [Carolina Station] development be rejected unless the developer and the county can figure out how to pay for all the schools, parks, roads and other municipal services the development would require."

I completely agree with what she was quoted as saying in the newspaper. County council publicly grieves about poor planning in the past. The county should take the time to do Carolina Station right or not do it at all -- at least until the county has its act together enough to get the same concessions as an adequate public facility ordinance* with proportionate share provisions from International Paper. I believe we would be better off letting the land be developed a piece at a time until such time as an adequate public facility ordinance* with proportionate share provisions to apply to all new developments gets in place. Mike Wooten, DDC Engineering representative for International Paper -- owner of the Carolina Station land, was already grousing that it was unfair that they should be asked to do things that others were not required to do.

Alternatively, the development agreement should specifically specify that the development will be subject to an anticipated adequate public facility ordinance* with proportionate share provisions when that ordinance is put in place.

Horry County planning director Janet Carter said she sees the only way for an adequate public facility ordinance* to be implemented is to have a capital improvement plan in place, with the, to me, implied funding by taxing everyone in the county. She says that she doesn't believe it can hold back development in an area without adequate public facilities for more than a year. She appears to share the local attitude that any moratorium for any reason is verboten.

Carter said that a capital improvement plan is necessary before enacting a public facilities ordinance. A capital improvement plan is called for in the S.C. impact fee statute, but the representative of the widely reputed Tischler organization said at this workshop that another jurisdiction, Somerville, they had consulted for won S.C. supreme court approval under the current impact fee statute by using, as I understood it, their current level of service rather than requiring a capital improvement plan. From this, one wonders whether the lengthy time that preparation of a full-blown capital improvement plan is required for an adequate public facilities ordinance*. An adequate public facilities ordinance* is called out in the comprehensive plan that the preliminary Carolina Station development agreement says that county council (if it were to sign it) agrees complies with that comprehensive plan.

DDC Engineering partner Mike Wooten (representing International Paper) said that he was amenable to the results of the Horry County Tischler software** being applied to Carolina Station. But he wanted to participate in its development.

Carter did not believe the software would be adequately developed to apply it to Carolina Station. I wonder how far away it is from development insofar as other public facilities than schools are concerned. Regardless, it certainly does not yet include school facilities which it should to be adequate. To me, this is just that much more reason to defer Carolina Station approval until the software is adequate to determine its fair proportionate share of the public facility it requires, or specifically require in the development agreement that Carolina station comply with any such future ordinance requirement.

Carolina Station is a near ideal model to focus on in working out the proportionate share developments should contribute county-wide.

Wooten was given free reign to comment copiously throughout the meeting. I finally asked if I could be allowed two questions. Gilland first asked if anyone of the half dozen council people in attendance had any questions. Then, their having none, she granted me permission to ask my questions.

I asked if I was right in understanding that the (vaunted) public facilities other than schools by the developer were no more than a dedication of land for such as fire and police facilities to be built at public expense paid for by all resident taxpayers. Steve Gosnell, head of infrastructure and regulations, said that that was still under negotiation. I said that the second of my questions was if I understood properly that insofar as the three schools (according to a preliminary agreement but the PowerPoint presentation at the work shop showed only two) were concerned Carolina Station was just setting aside land that the school district could buy at fair market value at public expense paid for by all resident taxpayers.

Wooten said something to the effect that I was premature. I asked when we would know what the development agreement was going to say.

Now, Gilland interrupted and said we should discuss that privately in the halls. There were other matters to be taken care of in the meeting. I felt, as I always feel, that developers get all kinds of time but private citizen comments are at best, put on the back burner.

As it is, developers negotiate with Planning, frequently with no public notice, the results are presented in Planning commission meetings and later to the county council. In front of both bodies, the public is allowed to speak in public input, frequently without full information, before developers make their presentations, then developers are generally given the floor to answer questions and further make their case with no opportunity for anyone else to offer rebuttals. There should be provisions for an ombudsman representing Horry County everyday citizens to sit in on and have a voice in all negotiations on all developments, certainly all major developments like Carolina Station, and for Tischler Horry County software** development if developer representatives are given such access as Wooten requested in the meeting.

After the meeting I talked to Gosnell and said that I had hoped to get a hard copy of the Carolina Station development plan (so I could touch up areas that the OCR process in scanning did not reproduce), but I gathered it was a waste of time if it was still being negotiated (with the developer -- it is not in the standard process to negotiate with private citizens who get the finished product at the last minute if at all). He said that it was premature. I did not understand if I was told how I was to find out when it was ready, pointing out that we were supposed to be given public input on the Carolina Station development plan at the December 6 planning commission meeting next Thursday. He assured me we would get more than land dedication.

Gosnell telephoned me today (the 4th.) to tell me that I misunderstood what he had said in writing that school district officials had been invited to sit down with them (county staff) but had not chosen too. He corrected that by saying they had initially. I had otherwise corrected the record here yesterday on the 3rd. after listening to the tape of the last planning commission meeting for when the first Carolina Station public hearing was held. On that tape it was clear that Joe Burch had participated in early negotiations with Horry County staff on behalf of the school system. On talking to Janet Carter, immediately after listening to the tape, she said that Wooten had told her that negotiations had been going on separately with the school district after the earlier joint meetings.

When I got home, I called Kay Loftus, my District 4 school board representative, telling her this and asking if she would get something done about it, noting also that there was never anyone from the school system in attendance on the comprehensive plan although there was a seat for them there and that a principal planner that came aboard several months ago said his calls to the school district went unanswered. To hear Loftus, she totally agreed with the idea of an Adequate Public Facility Ordinance* with proportionate share provisions. I said great now it was a question of her doing something to get the school system involved. She sounded agreeable but sounded dubious if she alone could accomplish anything. We need to put pressure on the entire school board.

This morning, school board chairman Will Garland responded to an earlier e-mail I had sent to him and Loftus. I responded with an e-mail repeating what I had told Loftus.

* Click Growth Management Tools to see discussions describing Adequate Public Facilities Ordinances including earlier presentations and the most recent one presented by county staff at the 11/29/07 Horry County council workshop and a Proportionate Share ordinance. The latter is described separately, but it could be a portion of an Adequate Public Facilities ordinance. If it is not, an APFO could, and likely would, just end up causing a further tax burden on the rest of the county residents who would not otherwise require the additional public facilities required by new developments.

**The Horry County Tischler software uses detailed Horry County inputs to independently determine the capital and operating costs to county government for various developments and the offsetting fees and taxes to pay for those costs. Points were made about the Tischler analysis being a fiscal analysis as to government expenses not an economic analysis about jobs brought in. If economic benefits to retailers from the more consumer residents result, those retail operations should be the ones saddled with the additional taxes or fees not other current residents. But no one made such a point.

When asked, the Tischler representative said the break-even point for a single family home to pay for itself in Horry County was more than one-half million dollars. And this analysis does not include school district expenses that far out-weigh those of the rest of the county. He also said that their analysis showed a Walmart shopping center to be a net loss as to taxes versus revenues. That came as a surprise to me because I thought commercial developments always paid for themselves.

Click here to view the Horry County Tischler Software PowerPoint Presentation given at the 11/29/07 Horry County Council Workshop.

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A PowerPoint presentation was also given at the workshop pointing out the wisdom of allocating more funds for road maintenance now because a curve showing the costs of repair to roads inadequately maintained over time did not just increase linearly but after a few years, instead, curved rapidly and radically upwards.

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Preliminary Carolina Station Development Agreement

This is a scanned copy of a preliminary (its particulars are still being negotiated) Carolina Station development agreement as interpreted by optical character recognition software:

_______________________________________________

----COPY E-MAILED FROM TED VAN WEEREN --

STATE OF SOUTH CAROLINA COUNTY OF HORRY

) ) )

CAROLINA STATION DEVELOPMENT AGREEMENT

This Development Agreement ("Agreement") is entered into thi~ ________________ ,?a^y of

, 2007 by International Paper Realty Corporation (hereinafter Property Owner ), and

-H-o-rry-C-o-unty (hereinafter "County").

A. Authorization: This Agreement is entered into pursuant to the South Carolina

Local Government Development Agreement Act, Section 6-31-10, et.seq., Code of Laws of South Carolina (1976), as amended and pursuant to Chapter 15, A~ic.le VI, of the Code of Ordinances of Horry County, South Carolina. The Planning Commission for Horry ~ounty, South Carolina, held two public hearings regarding this Development Agreement as required by

South Carolina Code Section 6-31-50, on _______________ , 2007, and ______________ ,2007,

respectively. The County Council for Horry County, South Carolina, has approve~ the wit~in

Development Agreement pursuant to Ordinance No. ____________ ' adopted on third reading

,2007.

--------

B. Overview: The Carolina Station Development (hereinafter "Carolina Station" or

"Development" or "Project") is located in Horry County, South Carolina and includes approximately 6,276.52 acres which includes a combination of three (3) primary tax map numbers; 074-00-01-001, 088-00-01-040, 088-00-01-068, and two (2) out parcels identified by tax map numbers 089-00-01-051 and 101-00-04-009 to be developed. Carolina Station will be located between Highway 9 to the north, Highway 905 to the east, West Bear Grass Road to the south, and Highway 348 to the west. The primary access to the property will be off of Highway 9. Carolina Station will be a planned community designed to enhance continuity and improve the quality of life of its residents while preserving natural and scenic areas within the community. Carolina Station is zoned as set forth in the Proposed Zoning Delineation and Acreage Chart, a copy of which is attached hereto as "Exhibit A" (hereinafter "Zoning Delineation Chart") and incorporated herein by reference. The Development will be constructed in phases over a thirty (30) year period. The Development will incorporate single family residential neighborhoods which surround the Village Core areas that will be appropriate for a viable self sustaining community. Carolina Station will be a low density development (with lot sizes not smaller than 14,500 square feet) surrounding a Village core area. The overall density in Carolina Station will be approximately 17.932 dwelling units. There will be twenty (20) single family tracts of development (at SF14.5) surrounding the Village core area. The Village core area will provide interconnectivity by way of sidewalks, greenways, and tramways and will allow for mixed uses including, but not limited to, single family residential units, multifamily residential townhouse/ condominium units, continuing care retirement communities, commercial uses including but not limited to retail, restaurants, businesses and other uses that will service the area. In order to promote public health, safety and general welfare, Carolina Station will provide for public facilities within the Development; said facilities to consist of public schools, emergency services, public parks, a recycling center, worship centers, and other such uses. Dispersed throughout the Carolina Station Development will be five (5) tracts dedicated as worship center locations for uses including but not limited to churches, synagogues, and mosques. Land for two (2) emergency service facility locations will be provided for uses including but not limited to fire, police and EMS. There will also be three (3) public parks and one (1) private park for use by property owners in the Development. A portion of this Development will include an existing, currently active mining operation known as Wakestone. The Property Owner has previously entered into a lease with Wakestone that expires in 2025 (hereinafter "Wakestone Lease"). On or before the expiration of the Wakestone Lease, Wakestone shall provide the Property Owner

with a reclamation plan that will meet and or exceed the South Carolina Department of Health and Environmental Control (DHEC) requirements that will include creation of a large lake. Upon expiration of the Wakestone Lease, the Property Owner will include lake front lots as an int~~ral design to a portion of single family subdivisions appurtenant to the lake. Further, the remaining portion of the lake will abut a portion of the private park that will include a walking trail along one

side of the proposed lake.

C. Statement of Development Intent: The purpose of Carolina Station is to provide a

unique, individually planned community located in the north central corridor of Horry County. Unique land uses and innovative site planning techniques will be integrated in order to improve the design, character and quality of life in a development that will also preserve the natural and scenic areas within the community. The low density Development will incorporate single family residential neighborhoods around the Village core area that will be appropriate for a viable self sustaining community. The Village core area will allow for mixed uses including, but not limited to, single family residential units, multifamily residential townhouse/ condominium units, continuing care retirement communities, commercial uses including but not limited to retail, restaurants, businesses and other uses that will service the area. In order to promote public health, safety and general welfare, Carolina Station will provide for public facilities around the core area of the Development; said facilities to consist of public schools, emergency services, public parks, a recycling center, worship centers, and other such uses.

This Development Agreement is being entered into pursuant to South Carolina Code Section 631-10 e1. seq. , to set forth the overall development plan of Carolina Station, provide developers with assurance that upon receipt of development permits, they may proceed in accordance with existing laws and policies subject to the conditions of this Agreement, and to provide the County with adequate public benefits aimed at promoting the health, safety and general welfare of the community.

Pursuant to the foregoing, and to effectuate the orderly development of Carolina Station, the parties hereby agree that the following terms and conditions shall govern the Development:

1. Leqal Description of Property and Owners of Property:

A. Legal Description: The property comprising Carolina Station is described as:

ALL AND SINGULAR that certain piece, parcel or tract of land situate, lying and being in Horry County, South Carolina, containing approximately 6,276.52 acres and being shown and designated on a plan entitled "Master Site Plan for Carolina Station" prepared by DOC Engineers.

B. Legal. and Eq~itab~e Property Owners: The legal and equitable property owner of Carolina Station IS International Paper Realty Corporation of 7421 Carmel Executive Park, Suite 315, Charlotte, North Carolina 28226.

2. Duration of ~qreem~nt and Development Schedule: The duration of the Agreement shall be fo~ a period ~f thirty (30) y~~rs fo!lowing the date of final reading by County Council adopting the ordlnanc~ authorizing this Agreement (hereinafter "Termination Date"). The Agreement shall terminate upon the expiration of said time period. However, the parties hereto are. not ,precluded from extending the Termination Date by mutual agreement or from . ~nterlng Into s.ubsequent development agreements. It is difficult to estimate the specific date by which any given tract of the Development might be fully developed.

Market conditions and the demand for housing and other planned uses will dictate the speed of development. However, the estimated development schedule is as follows:

Phase	Area	Estimated	Estimated
		Commencement	Completion Date
		Date
Phase I-A	portion of single
	family home		5 years from the
	parcels	2010	date of this
			Agreement
Phase I-B	portion of single
	family home		10 years from the
	parcels, one
	park, one	2010	date of this
	education		Agreement
	facilities, two
	worship centers,
	recycling center
Phase II	portion of
	Neighborhood		10 years from the
	Area, residential	2012	date of this
	and commercial		Agreement
	areas, one
	emergency
	service facility
Phase III	portion of single
	family parcels,
	two worship
	centers,
	Neighborhood	2013	15 years from the
	Center Area,		date of this
	Neighborhood		Agreement
	General
	Residential
	Area, one park
	and two
	educational
	facilities
Phase IV	single family
	home parcels,		20 years from the
	one park, two	2014	date of this
	worship centers		Agreement
	and one
	emergency
	service facility
Phase V	single family
	home parcels		25 years from the
		2017	date of this
			Agreement
Phase VI	single family
	home parcels	2026	30 years from the
	and one park		date of this
			Agreement

The above development schedule does not include infr.astructure or construction of roads, drainage systems and utilities. These are all estimated to commence o~ or near the end of 2008. The failure to meet an estimated commencement or completion date shall not in and of itself constitute a material breach of this Agre~ment, .bu.t n:^ust be judged based upon the totality of the circumstances, including without limitation market

conditions.

Master Site Plan: The Master Site Plan is attached hereto as "Exhibit B" and incorporated herein. The Master Site Plan identifies the following items:

A. Primary collector roadway systems and their connection to the local roadway system;

B. Approximate size, configuration and location of development tracts;

C. Approximate limits of jurisdictional wetlands;

D. Approximate size, configuration and location of, civic sites ( including but not limited to parks and public safety sites), worship centers, and schools as they become identified;

E. Permitted land uses by parcel as rezoned and approved by Horry County;

F. Other relevant information as may be required pursuant to the provisions of the Horry County Zoning Ordinance.

4. Development Uses/Densitv: The Property has been rezoned as set forth in Zoning Delineation Chart. The chart sets forth a zoning designation for each tract and the approximate acreage designated to each use. Carolina Station will be a low density development (with lot sizes not smaller than 14,500 square feet) surrounding a Village core area. The density of Carolina Station will be determined by lot size, developable acreage and the Horry County Zoning Ordnance. The overall density in Carolina Station will be approximately 17.932 dwelling units. The exact amount of dwelling units will be provided after the available upland acreage is determined by a final wetlands delineation. The design criteria for each tract shall be governed by the Horry County Zoning Ordinance and Design Guidelines as set forth in paragraph five (5) below.

5. Desiqn Guidelines: In order to enhance the Development, the Property Owner and lor their assigns may adopt a set of Design Guidelines attached hereto as "Exhibit C" and incorporated herein by this reference (hereinafter "Guidelines"). The Guidelines, along with the Horry County Zoning Ordinance and this Agreement, will govern the design and development of each tract. The Guidelines may be more restrictive in certain respects than the Horry County Zoning Ordinance requirements for the districts allowed under this Agreement and further set forth in paragraph six (6) below. An example of the provisions in the Guidelines that are more restrictive than the Harry County Zoning Ordinance Requirements are those describing the buffer areas and the interconnectivity between neighborhoods within Carolina Station. There will be a forty (40) foot buffer area around the exterior of Carolina Station and between the individual pods. The roads within Carolina Station have been designed to promote interconnectivity by providing access from the spine roads and between the pods. The Guidelines may be adopted by the homeowners' associations as the Covenants and Restrictions for the neighborhoods in Carolina Station. Where the Zoning Ordinance and Guidelines conflict, the more restrictive shall control.

Zoninq Districts: Development tracts within Carolina Sta~ion will. be developed in

accordance with the provisions of the Horry County Zoning Ordinance and Land .

Development Regulations in existence as of the date ~ereof. . Eac~ tract and the zoning district that applies to that tract are set forth in the ZO~lng Del~neatlon ,~ha~ .an~, the tables attached as "Exhibit 0" (Estimated Single Family Density) and ExhibIt E (Conceptual POD Character Area Designation an? De~si~ies for the. Villa~e Core Area and Grand Total by Land Use). The following zoning districts as defined .In ~he current Horry County Zoning Ordinance will be utilized by the Property Owner within the .. Carolina Station Development: Single Family (SF-14.5), Planned Development District (POD), and Convenience and Auto Related Services District (RE-3). The Development tracts may not be rezoned without the approval of the Property Owner and the County.

A.Single Family (SF-14.5): This single family element of Carolina Station will consist of an approximate total gross acreage of 5,137.19 acres. The uses in the SF-14.5 district will be single family homes, public and private parks, a recreational lake, public schools, emergency services (fire, police, EMS stations), worship centers (churches, synagogues, mosques) and their associated accessory uses. A table setting forth the approximate gross density for the residential portion of the SF-14.5 district is attached hereto as "Exhibit 0" and incorporated herein by this reference. "Exhibit 0" designates approximately twenty (20) tracts of land or "pods" at the SF-14.5 density. Other parcels and their uses under this zoning designation will be: three (3) tracts for schools, two (2) tracts for emergency services, one (1) tract for a recycling center, five (5) tracts for worship centers, and four (4) tracts or parcels for parks/open space for public and private community use. A table setting forth the approximate gross acreage for these parcels is attached hereto as "Exhibit E" and incorporated herein by this reference. The Master Site Plan indicates the approximate gross acreage of each pod. The development of these pods will be guided by the Horry County Zoning Ordinance, this Agreement and Guidelines adopted by the Property Owner. The upland density for the SF-14.5 district will be calculated after the available upland acreage is determined by a final wetlands delineation.

8. Village Core Planned Development District (POD): The Village Core Planned Development District element of Carolina Station will consist of approximately of 1,102.61 acres of land. The POD will incorporate the requirements of the Traditional Neighborhood District (TND) as set forth in the Horry County Zoning Ordinance, Article VII, Section 750. A table indicating the number of character area designations, proposed uses, approximate gross and upland acreage, and approximate upland density is attached hereto as "Exhibit E". "Exhibit E" designates specific "character areas" with a specific amount of acreage devoted to a neighborhood center area, a neighborhood general residential area, and a neighborhood edge area. Each character area is assigned uses as permitted by the TND Ordinance. The POD will designates "bubble areas" within the character areas which will indicate the approximate location of uses allowed and include the proposed location of access and interconnectivity within the village core area. The Property Owner may move the bubble areas to different locations within the POD without resulting in a major change to the POD.

C. Convenience and Auto Related Services (RE-3) District: The RE-3 zoning district will provide the ability for commercial uses that may not ordinarily be permitted in the Traditional Neighborhood District or meet Carolina Station's Guidelines for

the POD. Although the RE-3 district allows residential us~s, the ~ropert~ Owner has prohibited residential uses in the areas zoned RE-~ I~ Ca.rollna Station: I~ addition to residential uses, the following uses are prohibited In the RE-3 ~Istrlct and throughout Carolina Station: adult entertainment, gaming, and industrial uses. The permitting process for the RE-3 district will !ncl~de approval by the Carolina Station Master Association to ensure the GUidelines are met. Further, any future development must be approved by the Horry County Zoning Administrator and Horry County Council to determine if such development meets the requirements of the Horry County Zoning Ordinance and this Agreement.

D. Prohibited Uses. The following uses are prohibited throughout Carolina Station: adult entertainment, gaming, and industrial uses.

7. Description of Public Facilities: The following public facilities will service Carolina Station:

A. Water and Sewer. Grand Strand Water and Sewer Authority will provide adequate water and sewer to the Development and shall extend services as needed for each stage of the Development. Such service shall be in accordance with the development schedule for the project as set forth in paragraph two (2) of this Agreement.

B. Education. The Property Owner has reserved three (3) public school sites in Carolina Station that are available for purchase by the Horry County School Board. Said sites are set forth in the Master Site Plan. The acquisition of these sites will be at fair market value at the time of purchase, based on an appraisal. The Horry County School Board (hereinafter referred to as "School Board") shall purchase one site by the end of 2010 and two sites by the end of 2013. Construction of such facilities shall be in accordance with the development schedule for the project as set forth in paragraph two (2) of this Agreement. If the education sites are not purchased by the dates mentioned above, the County and School Board have failed to enter into a mutual agreement extending these dates, or the County plans to develop the property for any use other than the ones identified herein, these sites will automatically revert back to the Property Owner or its assigns.

C. Public Parks. The Development will include three (3) public parks, totaling approximately 111 acres, for park and recreational purposes as set forth on the Master Site Plan. The construction, improvement, and maintenance of said sites shall be the responsibility of Horry County and shall be completed in accordance with the development schedule for the project as set forth in paragraph two (2) of this Agreement. If the construction of the parks fails to meet the development schedule for the project as set forth in paragraph two (2) of this Agreement, the park sites will automatically revert back to the Property Owner or its assigns.

D. Police, Fire and Public Safety. The Property Owner will dedicate a total of two (2) sites in the Development to be used as police, fire or emergency services, as set forth on the Master Site Plan. Said sites total approximately 7.49 acres. Construction of such facilities shall be at the expense of Horry County and completed in accordance with the development schedule for the project as set forth in paragraph two (2) of this Agreement. If the construction of these facilities fails to meet the development schedule for the project as set forth in paragraph

two (2) of this Agreement, these sites will automatically revert back to the Property Owner or its assigns.

Recycling Center. The Property Owner will dedicate one (1) site in th~ Development to be used as a recycling center. Said site totals approximately 3.3 acres. The construction, improvement, and maintenance of said site shall be the responsibility of Horry County and shall be completed in accordance with t~e development schedule for the project as set forth in paragraph two (2) of this

Agreement. If the construction of the recycling center fails to meet the .

development schedule for the project as set forth in paragraph two (2) of this Agreement, the recycling center site will automatically revert back to the Property Owner or its assigns.

8. Dedication of Land for Public Purposes:

A. Civic Sites. The Property Owner has reserved for fee simple dedication to Horry County a total of approximately 121.79 acres for use as civic sites including three (3) public parks, two (2) EMS substations and one (1) recycling center. Said property, with direct access to a public road, shall be dedicated as set forth in paragraph seven (7) of this Agreement, and shall be subject to restrictions on use for the purposes set forth herein, as well as to mutually agreeable development standards. These sites are identified on the Master Site Plan. The construction, improvement, and maintenance of said sites shall be the responsibility of the County. These sites may only be used for the following purposes:

1. Neighborhood and Community Parks

2. Police, Fires and EMS substations

3. Recycling Center

Any sites reserved for dedication by Property Owner for public use, shall revert to Property Owner if the County fails to meet the development schedule as set forth in paragraph two (2) of this Agreement or plans to develop the property for any use other than the ones identified herein.

B. Road Rights of Way. The Property Owner will improve to County standards and dedicate the roads shown on the Master Site Plan and identified as Carolina Station Parkway and Old Tram Road to the County as public roadways. The total acreage of the roadways to be dedicated is approximately 98.5 acres. Upon acceptance by the County, Property Owner will have no further obligation to improve, maintain, or repair the dedicated portions of the roadways. All roadways in Carolina Station will be public roadways.

C. Preservation of Environmentally Sensitive Property: In the development of Carolina Station, the Property Owner will preserve any environmentally sensitive areas pursuant to the current Horry County land development regulations and all other applicable laws and regulations.

9. Stor~ Water and Wetlands Information. Best Management Practices (BMP's) as descnbed by the State of South Carolina, will be used during all construction phases of

Development. Erosion and Sediment Control requirements as defined by the State of South Carolina and the Horry County Engineering Department will be met to maintain environmental integrity of the Development. All on-site detention ponds and storm water drainage collection systems will meet the requirements of Horry County Storm Water Ordinance and address the following:

A. Post-development peak discharge rates from the 25-year storm are reduced to no more than the 1 O-year pre-development rates.

B. Post-development peak discharge rates from the 1 DO-year storm will not exceed the 1 DO-year pre-development rates.

10. Master Traffic Plan. A traffic study will be conducted by Carter-Burgess Inc., and will be incorporated as part of this Agreement. Average daily traffic generated rates (or average daily trips) is defined in the Institute of Transportation Engineers Trip Generation Manual, t^h Edition. Average daily trips will be defined by the Carolina Station Traffic Impact Analysis when completed.

11. Description of All Local Development Permits. The Development must meet all current permitting requirements including but not limited to subdivision approval, building code permits, permits required by SCDHEC (water, sewer, and water wells), permits required by the Army Corps of Engineers, and permits required by SCDNR and OCRM (storm water, erosion and sediment control). Provided, however, the failure of this Agreement to address a particular permit, condition, term, or restriction does not relieve the developer of the necessity of complying with the law governing the permitting requirements, conditions, terms, or restrictions.

12. Findinq that the Development is Consistent With the County's Master Plan and Land Development Requlations. Horry County Council hereby finds that the proposed Development and this Agreement are consistent with the Comprehensive Plan of Horry County and any applicable land development regulations.

13. Description of Any Conditions, Terms. Restrictions, or Other Requirements Determined to Be Necessary By Horry County For the Public Health Safety or Welfare of its Citizens:

All conditions and terms applicable to the Development shall be as set forth in this Agreement and the attached Master Site Plan.

14. Preservation and Restoration of Historic Structures. While there are no historic structures located on the site of this Development, there is a deep history rooted in this area. The historical significance of this tract dates back to the 1800's when timber became an important commodity in Horry County. The establishment of lumber mills in Conway, Little River, Bucksport, and Georgetown created the need for transporting the harvested logs other than by oxen or mule, from this tract and other pine forest areas. In the latter portion of the 19^th century, The Chadbourn Lumber Company of North Carolina built a railroad from their Wilmington, Columbia, and Augusta line south to the Waccamaw River to open up the forests of northern Horry County. The line ran from Mt.

Tabor to Conway. In 1894 the Atlantic Coast Lumber Company brought this line to their rail system. Other lumber companies operating in Horry County constructed tram roads or tramways which carried logs by rail on flatbed cars pulled by small steam powered engines to the rail system or directly to timber mills for processing and exportation. Assigning the name "Carolina Station" to this Development is intended to preserve some of this history and carry on this general theme of the rail, logging, and timber mill industry that was important to the growth of Horry County. In order to further preserve some of this history, the Property Owner plans to carry out a railway station theme throughout the Development in the naming of streets, creation of signage and landscape features.

15. Applicable Laws and Requlations: Subject to the provisions of South Carolina Code Section 6-31-140, all laws, ordinances, resolutions, regulations, comprehensive plans, land development regulations, policies and rules adopted by the County and the State of South Carolina in existence at the time of this Agreement shall govern the Development, with the following exception:

A. Horry County may apply subsequently adopted laws to the Development only if it has held a public hearing and determined that one (1) of the following conditions is met:

(1) the new laws are not in conflict with the laws governing the Development and do not prevent the Development;

(2) the new laws are essential to the public health, safety, or welfare and the laws expressly state that they apply to a development that is subject to a development agreement;

(3) the laws are specifically anticipated and provided for in this Agreement;

(4) the County can show that substantial changes have occurred in pertinent conditions existing at the time of approval of this Agreement which changes, if not addressed by Horry County, would pose a serious threat to the public health, safety, or welfare;

(5) this Agreement is based on substantially and materially inaccurate information supplied by the Property Owner; or

(6) the provisions of this Agreement must be modified or suspended to comply with state or federal laws enacted after this Agreement is executed, pursuant to South Carolina Code of Laws Section 6-31-130.

16. Amendment/Cancellation: This Agreement may be amended or cancelled by mutual consent of the parties hereto or by their successors in interest. All amendments must be approved by both the Property Owner and the County. If an amendment constitutes a major modification (as defined below) to this Agreement, public notice and a public hearing must be conducted by the County Council. Minor amendments may be approved by the County Administrator. At the option of the County Council, the public hearing may be held by the County Planning Commission. For purposes hereof, the following shall be deemed a major modification of this Agreement:

A. Significant changes to the development schedule time-frames set forth in this Agreement;

B. Density modifications not within the density ranges set forth in the Horry County Zoning Ordinance;

C. Land use changes beyond what has been allowed in the approved Zoning Districts set forth in this Agreement;

D. Any major miscalculations of infrastructure or facility needs which create demand deficiencies; especially those that jeopardize the health, safety, and welfare of the citizens of the county; or

E. Any other significant deviation from the master plan that requires an updated plan to be produced for review by the planning department.

17. Periodic Review: The Property Owner, or its designee, shall annually during the term of this Agreement provide to the County Zoning Administrator for review a report of progress of the Development, including an updated Master Site Plan showing all development completed to date within Carolina Station and the actual density within such developed areas. Property Owner shall demonstrate in such report its good faith compliance with the terms of this Agreement.

18. Breach and Cure By Property Owner: If, as a result of a periodic review conducted pursuant to the preceding paragraph, the County finds and determines, at its sole discretion, that the Property Owner has committed a material breach of the terms or conditions of the Agreement, including its exhibits, or the Master Site Plan approved by the County, as may be amended from time to time, the County shall serve upon the Property Owner written notice, within a reasonable time after the periodic review, setting forth with reasonable particularity the nature of the breach and the evidence supporting the finding and determination, and providing the Property Owner a reasonable time in which to cure the breach. If the Property Owner fails to cure the breach within the time given, then the County unilaterally may terminate or modify the Agreement; provided, that the County has first given the Property Owner the opportunity:

A. to rebut the finding and determination; or

B. to consent to amend the Agreement and/or the Master Site Plan approved by the County to meet the concerns of the County with respect to the findings and determinations.

Failure of the Property Owner to meet an estimated commencement or completion date shall not in and of itself constitute a material breach of this Agreement, but must be judged based upon the totality of the circumstances, including without limitation market conditions.

19. Breach and Cure By Countv. The Property Owner reserves the right to terminate this Agreement in the event that County fails to perform any material terms or conditions of this Agreement and fails to rectify such breach as set forth below. The Property Owner must provide to the County written notice of the alleged breach and provide sixty (60) days to cure such breach. If the breach is not cured by the County within the allotted

cure period, then the obligations of the Property Owner pursuant to this Agreement shall terminate thirty (30) days after the County receives written notice from the Property Owner of their intent to terminate due to the County's failure to cure. In the event such cure by the County cannot be accomplished within the sixty-day cure period, the County shall be afforded further reasonable time to cure said breach.

20. Recordation. The Property Owner agrees to record this Agreement with the Horry County Register of Deeds within fourteen (14) days after its full execution thereof.

21. Notices. All notices hereunder shall be given in writing by certified mail, postage prepaid at the following addr~sses:

To Property Owner: International Paper Realty Corporation Attn: Sabina Finnegan

421 Carmel Executive Park, Suite 315, Charlotte, North Carolina 28226

With a COpy To: Bellamy, Rutenberg, Copeland, Epps,

Gravely, & Bowers, PA

Attn: Claude M. Epps, Jr. and Jeffrey W. King 1000 29^th Avenue North

PO Box 357

Myrtle Beach, South Carolina 29577

To Horry County: Horry County

Attn: Zoning Administrator Government and Justice Center 1301 Second Avenue

Conway, South Carolina 29526

22. Miscellaneous:

A. All covenants, agreements, warranties and provisions of this Agreement shall be binding upon and inure to the benefit of the parties and their respective heirs, executors, administrators, personal representatives, successors and assigns.

B. Any reference herein to any governmental agency shall be construed to mean any future instrumentality which may be created and designated as successor in interest to, or which otherwise possesses any of the powers and duties of, any referenced governmental agency in existence on the effective date of this Agreement.

C. This Agreement has been made and entered into under the laws of the state of South Carolina, and those laws shall control the interpretation of this Agreement.

D. In the event that any portion or section of this Agreement is deemed to be invalid, illegal, or unconstitutional by a court of competent jurisdiction, such decision shall in no manner affect the remaining portions or section of this Agreement, which

shall remain in full force and effect.

E. This Agreement may be executed in any number of identical counterparts, any or all of which may contain signatures of fewer than all of the parties, but all of which shall be construed together as a single instrument.

IN WITNESS WHEREOF, the undersigned Property Owner has caused this Development Agreement to be executed under seal as of the day and year first above written.

Signed, Sealed and Delivered in the Presence of:

PROPERTY OWNER:

International Paper Realty Corporation

By: _

Its: President

COUNTY OF HORRY

) ) )

ACKNOWLEDGMENT

STATE OF SOUTH CAROLINA

I, the undersigned notary, do hereby certify that International Paper Realty Corporation by its President, personally appeared before me this day and acknowledged the due execution of the foregoing instrument.

Witness my hand and seal this _ day of _________________________________ ' 2007.

Notary Public for South Carolina

My Commission Expires: ________________ _

(Seal)

IN WITNESS WHEREOF, the undersigned Horry County this Development Agreement to be executed as of the day and year first above written.

Signed, Sealed and Delivered in the Presence of:

COUNTY:

Horry County

8y: _

Its: County Administrator

COUNTY OF HORRY

) ) )

ACKNOWLEDGM ENT

STATE OF SOUTH CAROLINA

I, the undersigned notary, do hereby certify that Horry County by its Zoning Administrator personally appeared before me this day and acknowledged the due execution of the foregoing instrument.

Witness my hand and seal this _ day of ___________________________________ , 2007.

Notary Public for South Carolina My Commission Expires:

--------

(Seal)

EXHIBIT A

To Carolina Station Development Agreement

PROPOSED ZONING DELINEATION AND ACREAGE CHART

TAX MAP	ZONING	APPROXIMATE	TOTAL
NUMBER	DESIGNATION/USE	ACREAG E	ACREAGE
		DESIGNATED
074-00-01-	SF-14.5	1 4,128.22	1 4,128.22
001
074-00-01-	POD	1 1,052.20	1 1,052.20
001
074-00-01-	SF-14.5	1 654.10	1654.10
088
074-00-01-	RE-3	1 20.80	1 20.80
088
088-00-01-	SF-14.5	1318.20	1318.20
068
088-00-01-	POD	1 79.90	1 79.90
068
089-00-01-	SF-14.5	1 7.20	1 7.20
051
101-00-01-	RE-3	1 1 5.90	1 1 5.90
009
-	-	-	1 6276.52
			AC

*Total AC of SF-74.S mcludes-parks/open space, lake, EMS, schools, recycling, worship centers, and R.O. W. 'so "Acreages are based upon CIS data and not on certified surveyed information.

EXHIBIT B

To Carolina Station Development Agreement

Master Site Plan for Carolina Station prepared by The Landart Company

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