MITIGATION PROJECT MEMORANDUM OF UNDERSTANDING

THIS MITIGATION PROJECT MEMORDANUM OF UNDERSTANDING
("Memorandum") is made and entered into this 252 day of January, 2018, by and between ROY
COOPER, GOVERNOR OF NORTH CAROLINA, IN HIS OFFICIAL CAPACITY and
ATANTIC COAST PIPELINE, LLC, a Delaware limited liability company of 120
Trcdegar Street, Richmond, 23219 (?Atlantic?).

-WITNESSETH:

WHEREAS, Atlantic is proposing to construct the Atlantic Coast Pipeline an
underground natural gas transmission pipeline of approximately 600 miles from West Virginia,
through Virginia, and ending in North Carolina; and

WHEREAS, the ACP will deliver up to 1.5 billion cubic feet per day of natural gas to

meet the demand for electricity, natural gas distribution, and end use markets in North Carolina
and Virginia; and

WHEREAS, the ACP will serve as a catalyst for economic development and job creation
in North Carolina; and

WHEREAS, the ACP will promote and facilitate the recruitment of new industries to
North Carolina; and

WHEREAS, the pipeline will generate approximately $60,000,000 in local property tax
revenue between 2018 and 2025; and

WHEREAS, the Federal Energy Regulatory Commission approved the ACP
route on October 13, 2017, traversing eight counties in the State of North Carolina, and including
a neutral gas compressor station in Northampton County and other related facilities; and

WHEREAS, the ACP, access roads, and all associated aboveground facilities and
contractor yargs will result in total direct impacts of over 3,000 acres during construction and

signi?cantly reduced impacts during operation; and

WHEREAS, while the ACP has been routed to minimize disruptions to migratory birds
and federally listed species by avoiding preferred habitats, including wetland areas, waterbodies
and associated riparian vegetation to the fullest extent practicable, there remain unavoidable
impacts to over 300 acres of interior forest habitats; and

WHEREAS, the ACP and access roads would cross approximately 320 waterbodies in
North Carolina; and

WHEREAS, Atlantic has conducted open houses, participated in public meetings held by
FERC and the North Carolina Department of Environmental Quality, and held individual

I I .
information sessions with local governments, state-recognized Indian tribes, and other
stakeholders along the route; and

WHEREAS, Atlantic recognizes that construction of the ACP and maintenance of the
permanent right-of-way for the ACP may result in temporary and/or permanent impacts to the
habitats upon which interior forest wildlife species depend; and . 

WHEREAS, Atlantic acknowledges that local communities, existing populations, and
state-recognized Indian tribes have a signi?cant interest in preserving their traditions, lifestyles,
and quality of life; and

WHEREAS, Atlantic represents that it has taken and will take all reasonable measures to
comply with North Carolina natural resources laws and to provide for the restoration and
preservation of North Carolina interior forest wildlife habitats where the ACP will be constructed,
operated, and maintained; and 

WHEREAS, the Governor, through his agents and assigns, including, but not limited to
the Department of Environmental Qunlity, Department of Commerce, Wildlife Resources
Commission, and their respective leaders, has the authority to direct the disbursement of funds
contemplated in this Memorandum of Understanding;

NOW, THEREFORE, the Governor of the State ofNorth Carolina, his agents and assigns,

on behalf of the State of North Carolina and Atlantic (togethergthe ?Parties?) endeavor to do the
following:

1) Atlantic commits to providing funding in 'the'amount of $57,800,000 as set forth below.
The ?mds will be deposited in an escrow account designated by a third party selected by
the Governor of the State of North Carolina (?the Escrow Account?). The funds are being
provided as mitigation for the unavoidable effects of the ACP on the interior forest
habitats, open-space lands, waterbodies, and natural resources of the communities along
the ACP's route; (ii) support and funding for economic development in the counties that
would be impacted by the and extension of renewableenerg projects into
certain local communities which may stand to be a??ected by the ACP's operation. Fi?y 
percent of the $57,800,000 will be deposited in the Escrow Account and made available
for disbursement for environmental mitigation inunediately following the issuance by the
Federal Energy Regulatory Commission of a Final Notice to Proceed for the ACP. The
remaining balance of funds shall be deposited in the Escrow Account no later than upon
the date the ACP is placed into service. In the event that Atlantic terminates the project
before it is placed into service, whether in the unanticipated event that the project fails to
obtain and maintain the state approvals or any other necessary permits, certi?cations,
consents, authorizations, and other approvals or for any other reason in Atlantic?s sole

. discretion, the Governor of the State ofNorth Carolina shall. deliver the proportionate share
of the mitigation funds as preserved in accordance with this paragraph to Atlantic within
thirty (30) days of receipt of written notice of termination from Atlantic. Such
proportionate share to be returned to Atlantic shall be calculated based upon the number of
miles of the pipeline route inNotth Carolina for which tree clearing and grubbing activity

remains to be performed compared to the total number of miles of the pipeline route
requiring such activities in North Carolina as part of the project.

2) The Governor of the State of North Carolina acknowledges that the funds are being
provided for the purpose of addressing the e?'ects on the landscape, natural resources,
interior forest habitats, agricultural lands and lifestyles of the communities caused by ACP,
access roads and all associated aboveground facilities and contractor yards as described in
the FERC Environmental Impact Statement; (ii) expanding economic development
opportunities and developing renewable energy projects in and around the 
route. The ?mds shall be allocated pursuant to the guidelines and directives set forth in a
subsequent Executive Order that would be issued prior to the completion of state permitting
for the ACP. Nothing in this Memorandum shall be construed as precluding or otherwise
barring the Governor of the State of North Carolina ?om recovering damages or equitable
remedies from Atlantic for spills or leaks stemming from the ACP.

3) Nothing in this Memorandum shall be construed as affecting the authorities of any party
or as binding them beyond their respective authorities or responsibilities.

4) The Memorandum does not create any right of action for a third party and may not be the
basis of any third-party challenges or appeals. Nothing in this Memorandum shall be
construed as precluding or otherwise barring independent, third-party claims regarding the
ACP.

5) Nothing in this Memorandum is deemed to constitute a "settlement" as de?ned by N.C.
Gen. Stat. nor does it require the payment of penalties or forfeitures and
?nes under N.C. Coast. Art. IX 5 7. Likewise, nothing in this Memorandum should be
construed to be an admission of liability or Wrongdoing by either Parties.

  

 

Signed: Signed:

William c. McKinney Leslie?I-Iartz 
General Counsel Vice President-Engineering
O?ice of the North Carolina Governor Construction-Shategic Projects

Dominion Energy Transmission, Inc.

Date/g   Date: 455:3)