Request For Ecosystems Management Agreement October 2011

With increasing urbanization, it is becoming more important that residents and visitors be able to drive a short distance down I-75 or I-275 and experience Tampa Bay in its natural state. For many, visiting the Terra Ceia area is like stepping back in time to experience the natural beauty that attracted early settlers to the Tampa Bay area. Such experiences create a public appreciation for the natural functions of ecosystems that do so much to provide clean water, clean air and abundant seafood for people. 2009 Terra Ceia Aquatic Preserve Management Plan

Introduction Cayo Cascabel, LLC and Slip-Knott, LLC (Owners) own between them approximately 1,064 acres of environmentally sensitive Manatee County islands and coastline. Known as Rattlesnake Key and the Knott Cowen Tract, the lands are adjacent to the Bob Graham Sunshine Skyway between the existing toll booth and the interchange that provides access to the Skyway Fishing Pier State Park. The lands, consisting of the owned submerged lands and uplands include: Rattlesnake Key (663 acres including 1.8 miles of Gulf of Mexico/Tampa Bay frontage) The Knott-Cowen Tract (346.5 acres) The southwest tip of Terra Ceia Island (33.4 acres) Sister Keys (8 acres) Skeet Key (5.8 acres) Guss Point (3.8 acres) Paradise Island (1.6 acres) The south tip of Eds Key (1.5 acres) Centrally located within the Sarasota/Bradenton/St. Pete/Tampa region, the lands are surrounded by the Terra Ceia Aquatic Preserve and represent a substantial portion of the remaining undeveloped shoreline of one of Floridas most densely populated watersheds. They consist of a mosaic of unique coastal native upland and wetland habitats and contain potentially significant cultural resources. The State has targeted the lands for priority acquisition under the Florida Forever Program. The Owners are requesting an Ecosystem Management Agreement with the FDEP to facilitate a land exchange pursuant to which: (i) the State of Florida would receive, at no cost, nearly 1,000 acres of these environmentally sensitive lands; (ii) Rattlesnake Key would be developed and operated as a marine wilderness park; and (iii) the Owners would receive approximately 77 acres of State-owned lands at the existing interchange with the ability to develop the lands with a public/private mixed-use waterfront resort development to be known as the Skyway Resort. The exchange will result in significant environmental, economic and public benefit. Fully consummated, the transaction will: (i) accomplish Floridas priority goal of land acquisition within the Terra Ceia Aquatic Preserve; (ii) generate nearly 1,500 temporary and 700 permanent jobs in the region; (iii) yield over $180 million in current and $60 million in annual recurring economic activity; and (iv) establish and enhance public access and public recreational and educational opportunities in an environmentally responsible and sustainable manner. As described in greater detail hereafter, the proposed exchange, and the associated public/private development and recreational activities fit nicely within the ecosystem management concept embodied in section 403.075, Florida Statutes, and will result in a significant net ecosystem benefit compared to activities conducted without such agreement.

The Owners Lands

Terra Ceia Aquatic Preserve The lands are surrounded by, but notably are not within the 21,387 acre Terra Ceia Aquatic Preserve. Established by the Florida Legislature in 1984, the Preserve contains some of the best quality, most diverse submerged hard bottom marine habitat in the Florida west coast, abundant salt marsh, mangrove and hammock communities which are ecologically important as wildlife habitat, storm protection and land stabilization; regionally significant bird nesting sites, together with a considerable portion of Tampa Bays remaining sea grass beds. There is evidence of human use of the area dating back to around 8,000 BC.

The Knott-Cowen Tract Excluded from the Preserve, the Knott-Cowen Tract includes 234.5 acres of nearly pristine, privately owned submerged lands. The Tract was previously sold into private hands by the State with the rights to bulkhead and fill nearly all of it and to dredge the fill from surrounding state-owned sovereignty submerged lands. This plan reflects the parties intent:

FDEP recognizes the continuing validity of these rights: ...it is clear that Cowen obtained title to certain submerged lands from the Trustees coupled with the right to fill such lands. In addition, Cowen paid for and received the right to dredge fill material from certain adjacent submerged lands to fill the lands acquired. 1

March 9, 1990 Memo From Eugene E. McClellan, Jr., Assistant General Counsel, to Percy W. Mallison, Director, Division of State Lands.

The area encumbered by the bulkhead/fill/dredge rights totals 512.8 acres of State and privately owned uplands and submerged lands mostly consisting of mangroves and sea grass beds. Area Of Bulkhead/Fill/Dredge Rights

Sea Grass Beds/Mangroves Within Area of Bulkhead/Fill/Dredge Rights

The Knott-Cowen Tract is bisected by and abuts the Sunshine Skyway right-of-way on two sides. It enjoys an abutters easement of access to the Skyway interchange across the area encumbered by the dredge rights.

The Florida Forever Terra Ceia Project In recent years, the State and local government have been buying up the coastline in and around the Terra Ceia area. The FDEP has designated the Owners lands as essential parcels targeted for priority full fee acquisition under the Florida Forever Terra Ceia Project. Manatee County has previously expressed its support for State acquisition of the Knott-Cowen Tract.

Owners Proposed Ecosystem Management Concept The Owners proposed ecosystem management concept is the result of bold vision, creative land assembly and over five years of careful and thoughtful site planning and design. The Owners focused on preserving the bulk of the lands, creating the opportunity for development of an easily accessible, environmentally sustainable world class marine park and waterfront development while avoiding, minimizing and mitigating impacts to the public and the environment. The Owners propose to donate 95% of their lands (almost 1,000 acres) to the State at no cost to the State, and to disclaim virtually all the rights to bulkhead, fill and dredge. The donated lands would be preserved in their natural state in perpetuity. Additionally, Rattlesnake Key is proposed for development and use as a State park. In exchange, the Owners seek title to approximately 77 acres of State-owned lands immediately adjacent to and on either side of the existing interchange together with the ability to develop these lands, and the westernmost 65 acres of the Knott-Cowen Tract with a public/private mixed use waterfront development to be known as the Skyway Resort.

North Skyway Plan Specific uses on the north side of the interchange would include a public boat ramp, private marina and boat storage facility, public picnic and parking areas, a park ranger station and ancillary support commercial uses. Additionally, the Owners are partnering with the Embassy Blue Institute, a nonprofit organization dedicated to advancing and promoting global ocean conservation through marine life research, wildlife rescue and education. The Embassy Blue Institute seeks to develop the north side with the National Marine Mammal Life Center, one of the most ambitious marine life conservation projects of our time.

The goal of National Marine Mammal Life Center is to establish a comprehensive marine conservation center strategically located in the heart of the Southeastern Stranding Network territory. Once completed, the National Marine Mammal Life Center will be unequalled in its ability to: (i) address stranded animal rescue and rehabilitation capacity deficiencies within the Southeast Stranding Network; (ii) provide the largest permanent care facility for dolphins, whales, manatees and sea turtles within the network; (iii) provide the most advanced center for education about marine mammals and their ecosystems; (iv) create the worlds first marine mammal teaching hospital; and (v) help achieve the long-term goals of the U.S. Marine Mammal Protection Act through economically sustainable operations.

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The South Skyway Plan The proposed south side development was located and designed to avoid surrounding sea grasses wherever possible and to utilize previously dredged areas. Specific uses on the south side of the interchange would include A resort hotel Ancillary commercial/office and recreational uses Single and multiple family residences Tahiti-style overwater bungalows on the already privately owned submerged lands

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Rattlesnake Key State Park Rattlesnake Key, most of the Knott-Cowen Tract, the southwest tip of Terra Ceia Island, Sister Keys and Guss Point will be preserved in their entirety and become a state park to be operated as an ecological and archeological preserve featuring: Wilderness-style camping Hiking Fishing/canoeing/kayaking/bird watching Ecological/archeological research Restoration/Enhancement/Mitigation Banking Creation of hiking trails using existing mosquito ditch spoil banks Enhancement of mosquito ditches to create canoe/kayak trails Removal of invasive exotic species Restoration of salt barrens through surface water management Wildlife habitat enhancement (e.g., Osprey nest stands) Development and operation of the park would be funded using $505,000 in federal grant monies previously received by State for acquisition of Rattlesnake Key, and by sale of mitigation credits. Additional funding would be provided by enabling future ERP and sovereignty submerged land authorization applicants to contribute funds to endow operations as a means of establishing that their projects are in public interest. A detailed proposal and budget to develop, operate and manage the park has been received from a local, Terra Ceia-based ecotourism venture.

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Ecological Justification The Owners preliminary ecological assessment paid by Cardno-Entrix of the area (attached hereto as Exhibit 1) establishes that the proposed land exchange results in significant net environmental benefit/lift and makes a compelling case in support of the proposal based on the great net environmental benefit to the State. State would receive 998.6 acres while giving up only 77 acres 98.5% of the lands the State would receive consists of ecologically significant native habitats including: 753 acres of mangroves 100.4 acres of sea grass beds 57.9 acres of salt marsh 40.6 acres of bay and estuary The ecological quality of the lands the State would receive is far superior to those it would be giving up. Plus, the Owners would disclaim nearly all of the bulkhead/fill/dredge rights, including the dredge rights encumbering 184.4 acres of state-owned sovereignty submerged lands thereby enabling liquidation of these substantial rights in a fair, environmentally responsible fashion.

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Ecological Justification (cont.) The Owners ecological assessment establishes that most of the 77 acres the State would give up are highly disturbed and of minimal ecological significance 81.5% on these lands consist of either the previously filled in man-made Skyway interchange/causeway/beach, or unvegetated, highly disturbed intertidal areas adjacent to the interchange/causeway, including: 33.0 acres of unvegetated intertidal area 22.4 acres of bay and estuary 11.8 acres of sea grass 7.0 acres of man-made lands 2.4 acres of mangroves .4 acres of beach

The overall net gain to the State lands would be 921.6 acres, including:
750.6 acres of mangroves 113.9 acres of submerged lands, including 88.6 acres of seagrass beds Additionally, the vast majority of the bulkhead/fill/dredge rights, which currently encumber 528 acres of publically and privately owned submerged lands and uplands, would be disclaimed.

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Land Use Justification Unique, once-in-a-lifetime opportunity to create a world-class, environmentally sustainable, public/private marine preserve and destination waterfront resort/recreational development The resort/recreational development would be surrounded by thousands of acres of permanently protected publically-owned submerged lands, mangroves and upland Creates opportunity to establish Rattlesnake Key State Park and first of its kind marine mammal rescue, rehabilitation and research/education facility which will serve as crown jewels of the Terra Ceia Aquatic Preserve Enables creation of a spectacular, highly visible public/private gateway from the Skyway to Manatee County Easily accessible by both boat and automobile from major population centers within the Tampa Bay Region. Enables good land use planning by avoiding and minimizing impacts of development on the public and the environment Focuses development away from the much more environmentally sensitive surrounding area away from existing established neighborhoods within Terra Ceia Island on man-made lands in an area already heavily disturbed by past filling, dredging and construction that occurred during the initial construction, widening and reconstruction of the Skyway Bridge at an existing interchange allowing controlled, direct, safe and convenient access to/from the Skyway via the interstate highway system where public facilities and services already exist or are available

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Ecological Benefits Acquisition and preservation by State at no cost to the State of two of the three largest key parcels remaining to be acquired under the Florida Forever Programs Terra Ceia Project Improved public land management through: acquisition, development and use of Rattlesnake Key as State park expansion of the Terra Ceia Aquatic Preserve to include nearly 1,000 acres of privately owned submerged lands and uplands currently excluded from the Preserve provision of public access to Rattlesnake Key, Tampa Bay, Sarasota Bay and the Gulf of Mexico Avoidance, minimization and mitigation of environmental impacts from development that might otherwise occur Removal of exotic, nuisance and invasive species and habitat restoration Maintenance and protection of water quality Protection of wildlife and their habitat, including threatened species and species of special concern The Benefits To the Terra Ceia Aquatic Preserve Addition of almost 1,000 acres currently excluded from the geographic heart of the Preserve Establishment of Rattlesnake Key State Park Establishment of the marine mammal rescue, rehabilitation and research facility Improvement of public access to the Preserve Enhancement of public marine recreational, research and educational opportunities Significant advancement of the goals and objectives of the Terra Ceia Aquatic Preserve Management Plan, including: Improved public access Preservation of Rattlesnake Key and the Knott-Cowen Tract Disclaimer/liquidation of dredge/fill/bulkhead rights Protection of water quality

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Consistency With Terra Ceia Aquatic Preserve Management Plan The Terra Ceia Aquatic Preserve Management Plan recognizes the Preserve as an outstanding area for canoeing/kayaking, snorkeling and bird watching. Limited public access and conservation of sites are major concerns. The Plans overall goals are to: address environmental resource protection issues by forming public/private partnerships maintain water quality trends minimize disturbances to habitats and wildlife provide environmentally sound public access to the Preserve The Plan emphasizes the importance of human use of the Preserve, and identifies as priorities: the need for an interpretive center/research lab improvement of the currently limited public boat and vehicle access for recreational opportunities minimization of impacts on habitat and wildlife from development activities by means of preservation, restoration, removal of exotic vegetation and creation of buffer zones The Plan further recommends avoiding impacts to Rattlesnake Key and the Knott-Cowen Tract because of their potential ecological/historical/cultural resource value. The proposed land swap/development promotes the Plans overall goals while addressing many of the concerns, challenges and priorities set forth in the Plan. Public Access, Recreational, Research And Educational Benefits Public use and benefit of an existing, underutilized public waterfront highway interchange and surrounding marine environment is maximized by: Provision of needed convenient, direct, centrally located boat access to Tampa Bay and the Sarasota Bay, Gulf of Mexico Provision of needed wet slip and dry storage marina facilities Establishment of a world-class marine mammal rescue, rehabilitation and research facility Creation and enhancement of opportunities for: o bathing, fishing, boating and other primary and secondary water dependent and other related uses o hiking, camping, canoeing, kayaking, snorkeling and bird watching o marine science and archeological research and education o environmental restoration/enhancement, including creation of miles of canoe/kayak trails into the interior of Rattlesnake Key using existing manmade canals Cultural Resource Benefits The Owners preliminary archeological assessment of the lands prepared by B.W. Burger (attached as Exhibit 2) indicates that the lands have potentially significant cultural resource value and contain relics of archeological and scientific interest. The lands will be preserved for both present and future scientific research and public education and enjoyment. 22

The Benefits of Wise, Sustainable Environmental And Land Use Planning Impacts to the public and environment are avoided, minimized and mitigated A public/private gateway to Manatee County from Skyway will be created consisting of unique, highly visible, centrally located, high-quality waterfront resort hotel/residential mixed use development world-class ecotourism, and marine mammal rescue, research and education center will be created surrounded by thousands of acres of permanently protected publically-owned submerged lands and uplands enhanced public access and recreational, research and educational opportunities easily accessible by both boat and automobile from major population centers within the Tampa Bay Region

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Economic Benefits A fiscal and economic impact study prepared by Fishkind and Associates (attached as Exhibit 3) establishes that the proposed Skyway Resort will have a major positive economic and fiscal impact on Manatee County and the State. Specifically: operation of the development of the Resort will generate an annual economic impact of $63.1 million while generating 677 new jobs the construction of the Resort will generate $181 million in temporary construction related activity and support 1,490 temporary jobs. Over a twenty year period, the Resort will result in: o a net fiscal benefit to Manatee County of $63.9 million o $4.1 million in sales taxes to Manatee County o $49.7 million in sales taxes to the State o $59.7 million in new property taxes to Manatee County o $65.5 million in new property taxes to the Manatee County School Board o $15.8 million in tourist taxes to Manatee County.

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Public Interest Test Met The Trustees manage state-owned lands under Chapters 253 and 258, Florida Statutes, and Chapter 18, Florida Administrative Code, to ensure maximum benefit and use and to encourage use of sovereign submerged lands primarily for water dependent uses and public access. The Trustees are authorized to exchange lands and to fix the terms and conditions of any such exchange In addition to water dependent uses and public access, the Trustees may approve other types of activities when not contrary to the public interest. Examples include: compatible secondary purposes other uses which do not detract from the primary purposes. The Trustees have reserved the right to approve any proposal and are authorized to make exceptions to the restrictions that otherwise apply to use of state-owned submerged lands based on case-by-case evaluation In considering a proposed land exchange within an aquatic preserve, the Trustees must determine whether it is in the public interest based on balancing the social, economic and/or environmental benefits 2 and costs. 3 The Trustees have very broad discretion to approve private use and development of submerged lands on a case-by-case basis when in the public interest and where necessary to avoid infringing upon existing riparian and other property rights. The Owners have significant pre-existing rights of access and to bulkhead, fill and dredge, the vast majority of which would be disclaimed The land swap and proposed development and use: is clearly in the public interest is compatible with maximizing the benefit and use of state-owned lands encourages public access and water dependent and water related uses results in enormous social, economic and environmental benefits

Benefits include: (i) public access (public boat ramps and boat slips); (ii) provision of boating and marine services; (iii) improvement/enhancement of public health, safety welfare and law enforcement; (iv) improvement of public land management; (v) improvement/enhancement of public navigation; (vi) improvement/enhancement of water quality; (vii) enhancement/restoration of natural habitat and functions; and (viii) improvement/protection of endangered/threatened/unique species Costs include: (i) reduced/degraded water quality; (ii) reduced/degraded natural habitat and function; (iii) destruction, harm or harassment of endangered or threatened species and habitat.

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Proposed Terms and Conditions Of Ecosystem Management Agreement

Proprietary Land Exchange Owners propose to exchange with the State the following lands and other rights in accordance with the following terms and conditions. The exchange would be, subject to approval by the Trustees of the Internal Improvement Trust Fund. Owners Obligations. Owners convey to the State: Rattlesnake Key Sisters Keys The south tip of Eds Key The south tip of Terra Ceia Island Guss Point All of the Knott-Cowen Tract except for the westernmost 64 acres consisting of Skeet Key, Paradise Island and the surrounding privately owned submerged lands Owners disclaim all rights to bulkhead and fill and dredge except to extent necessary to develop and operate the Skyway Resort. State of Floridas Obligations. The State: Conveys to Owners the 77 acres MOL on the north and south sides of the interchange necessary to the development proposed thereon under the Site Plans Conveys to Owners such additional lands and rights as are necessary to the facilitate adequate vehicular access to and from the development and I-275 via the interchange Grants to Owners such additional rights, easements, leases or consents necessary for construction and maintenance on surrounding state-owned submerged lands of such navigation, shore protection, breakwaters or similar installations required in connection with the development. Accepts reservation by Owners of right to receive wetland mitigation credits, and to apply for and perfect, market and sell or use credits generated from the lands conveyed to the State from both the preservation and restoration of the lands Agrees to the following plan of future development and use of Rattlesnake Key as a State Park: Grants a 99-year lease to a non-for-profit entity established for the sole purpose of planning, developing, maintaining and operating the Park in accordance with a site, enhancement and restoration plan and operating budget to be attached to the Agreement. Commits the $505,000 in existing Federal grant monies earmarked for purchase of Rattlesnake Key to fund the initial development and future operation of the Park in accordance with the plan and budget. Not-for-profit develops, operates and maintains the Park pursuant to operating plan and budget

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Possibility of Reverter. The deeds of conveyance and lease would be subject to a possibility of reverter in the event the following contingencies are not satisfied within 5 years from the date of exchange of deeds: Approval by Manatee County of land use entitlements for north/south side development Confirmation of the availability and adequacy of the public facilities and services Approval by the State of any proprietary leases, disclaimers or releases necessary to the construction and operation of the proposed development Issuance of permits and other approvals and authorizations from the State, the Southwest Florida Water Management District, the U.S. Army Corps of Engineers and other agencies having jurisdiction necessary to the construction and operation of the development. Such permits or authorizations must accept as adequate mitigation for the permitted activities the conveyance to the State of the lands and disclaimer of rights hereunder Florida Department of Transportation approvals, including issuance of a State driveway connection permit enabling direct access via the interchange to and from I-275 and the proposed development on the north and south sides of the interchange Uses And Activities Authorized Pursuant To Agreement The Agreement would authorize the following activities, wetland and water impacts and uses. The scope of authorization will be determined based on the information and materials submitted or to be submitted by Owners based on the agreement of the parties. Rattlesnake Key: The following activities necessary to the construction, operation and maintenance of a State Park on Rattlesnake Key as set forth in the site, enhancement, and restoration plan to be attached as an exhibit to the Agreement. Construction. operation and maintenance of nature trials, boardwalks, boardwalk crossing, bridge and bridge crossings, camp sites, gathering shelters, signage, boat docks, restroom and related sanitary facilities and other similar passive recreational improvements and activities that result in minimal impacts Removal of exotic vegetation. Pruning of mangroves and maintenance dredging of the existing mosquito ditch system sufficient to make them passable to canoeists and kayakers and to enable access for park operation and maintenance purposes. Construction of minimal surface water management facilities for restoration, enhancement and trail and campsite construction and maintenance purposes. Grading/removal and relocation of exiting spoil banks for use in creating trails, campsites and minimal surface water management systems Wetland mitigation in accordance with the criteria to be set forth in the Agreement. Skyway North and South Parcels: The following activities necessary to the creation, protection, stabilization and specific uses of the submerged lands, wetlands and uplands as contemplated and depicted in an exhibit to be attached to the Agreement. 27

Bulkheading, filling and dredging of areas as depicted on and in accordance with the plans and specifications to be attached as an exhibit to Agreement Construction of the shore protection and stabilization depicted on and in accordance with the plans and specifications to be attached to the Agreement. Dredging and maintenance of the basins and channels depicted on and in accordance with the plans and specifications to be attached as an exhibit to the Agreement. Construction and maintenance of boardwalks and over-water bungalows as depicted on and in accordance with the plans and specifications to be attached as an exhibit to the Agreement. Vehicular access to and from the Skyway North and South Parcels and I-275 via the existing interchange as depicted on and in accordance with an exhibit to be attached to the Agreement. Wetland Mitigation: The impacts to waters of the State by activities described herein on Rattlesnake Key, the Skyway North Parcel and the Skyway South Parcel and the portion of the Knott-Cowen Tract being retained by Owners are deemed adequately mitigated by receipt by the State of the lands which the Owners are obligated to convey the State under the proposed land/exchange The land exchange and disclaimer of rights described hereunder results in additional credits which are available for sale to third parties for impacting waters of the State. The number and type of additional credits will be determined and shown in an exhibit to be attached to the Agreement. The restoration/enhancement activities proposed for Rattlesnake Key State Park described in the site, restoration and enhancement plan result in additional credits which are available for sale to third parties for impacting waters of the State. The number and type of credits for the activities authorized will be determined and shown on an exhibit to be attached to the Agreement.

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