20091236 Ver 1_LFCUMB_20121228

M- t�y A
AGREEMENT TO ESTABLISH THE
LOWER CAPE FEAR UMBRELLA MITIGATION BANK
IN BRUNSWICK COUNTY, NORTH CAROLINA
(USACE Action ID No 2009 - 02054)
This Mitigation Banking Instrument (MBI) is made and entered into on the _ day of
, 2013, by the LCFUMB, LLC, hereinafter Sponsor, and the U S Army Corps
of Engineers (Corps), and each of the following agencies, upon its execution of this MBI, the
Environmental Protection Agency (EPA), the U.S Fish and Wildlife Service (FWS), the
National Marine Fisheries Service (NMFS), the North Carolina Wildlife Resources Commission
(NCWRC), the North Carolina Division of Coastal Management (NCDCM), and the North
Carolina Division of Water Quality (NCDWQ) The Corps, together with the State and Federal
agencies that execute this MBI, are hereinafter collectively referred to as the Interagency Review
Team (IRT)
WHEREAS, the purpose of this MBI is to establish a mitigation bank to be known as the
Lower Cape Fear Umbrella Mitigation Bank (Bank), providing compensatory mitigation for
unavoidable wetland impacts separately authorized by Section 404 Clean Water Act permits and
/or Section 10 of the Rivers and Harbors Act permits in appropriate circumstances;
WHEREAS, the Sponsor is the record owner of that certain parcels of land containing
approximately 513 acres located in Brunswick County, North Carolina, as shown on the
Conservation Easement Survey entitled "Wilmington River Club Conservation Easement (Sheets
1 through 7) (aka "Sneeden Tract ") dated July 2012 prepared by Michael Underwood and
Associates, PA, and the Conservation Easement Survey entitled "Dollar Properties Three
Conservation Easement" (aka "White Springs Tract ") dated August 2012 prepared by Michael
Underwood and Associates, PA attached hereto as Appendix B, and incorporated herein by
reference, and as described in the Lower Cape Fear Umbrella Mitigation Bank Mitigation Plan
(December 2012 Mitigation Plan or Mitigation Plan), attached hereto as Appendix A and
incorporated herein by reference,
WHEREAS, the agencies comprising the IRT agree that the combined sites totaling 513
acres (and being all of the area identified in the attached Conservation Easement Surveys) are a
suitable mitigation bank site, and that implementation of the Mitigation Plan is likely to result in
net gains in wetland and /or stream functions at the Bank sites, and have therefore approved the
Mitigation Plan,
THEREFORE, it is mutually agreed among the parties to this MBI that I f wmg, , ;1;3�`
provisions are adopted and will be implemented upon signature of this MBI
p p p p
L-W-fE—p—WALITY IU12 Section I: General Provisions �t,,, &anch
A The Sponsor is responsible for assuring the success of the restoration, enhancement, and
preservation activities at the Bank sites, and for the overall operation and management of the
Page 1 of 22 Pages

Bank The Sponsor assumes the legal responsibility for providing the compensatory mitigation
once a permittee secures credits from the Sponsor and the District Engineer of the U S Army
Corps of Engineers, Wilmington District (DE) receives documentation that confirms the Sponsor
has accepted responsibility for providing the required compensatory mitigation.
B The goal of the Bank is to restore, enhance, and preserve first order streams, zero order
streams, riparian (non - riverine) wetlands, riparian (riverine) wetlands, and non - riparian
wetlands and their functions to compensate in appropriate circumstances for unavoidable
wetland and stream impacts authorized by Section 404 of the Clean Water Act permits and or
Section 10 of the Rivers and Harbors Act permits in circumstances deemed appropriate by the
Corps after consultation, through the permit review process, with members of the IRT
C Use of credits from the Bank to offset wetland impacts authorized by Clean Water Act
permits must be in compliance with the Clean Water Act and implementing regulations,
including but not limited to the 404(b)(1) Guidelines, the National Environmental Policy Act,
and all other applicable Federal and State legislation, rules and regulations This MBI has been
drafted in accordance with the regulations for Compensatory Mitigation for Losses of Aquatic
Resources effective June 9, 2008 (33 CFR Parts 325 and 332) (Mitigation Rule ").
D. The IRT shall be chaired by the DE. The IRT shall review documentation for the
establishment of mitigation banks The IRT will also advise the DE in assessing monitoring
reports, recommending remedial measures, approving credit releases, and approving
modifications to this instrument The IRT's role and responsibilities are more fully set forth in
Sections 332.8 of the Mitigation Rule The IRT will work to reach consensus on its actions.
E. The DE, after consultation with the appropriate Federal and State review agencies through the
permit review process, shall make final decisions concerning the amount and type of
compensatory mitigation to be required for unavoidable, permitted wetland impacts, and whether
or not the use of credits from the Bank is appropriate to offset those impacts In the case of
permit applications and compensatory mitigation required solely under the Section 401 Water
Quality Certification rules of North Carolina, the N C Division of Water Quality (NCDWQ) will
determine the amount of credits that can be withdrawn from the Bank.
F The parties to this MBI understand that a watershed approach to establish compensatory
mitigation must be used to the extent appropriate and practicable Where practicable, in -kind
compensatory mitigation is preferred
Section II: Geographic Service Area
The Geographic Service Area (GSA) is the designated area within which the Bank is authorized
to provide compensatory mitigation required by DA permits. The GSA for this Bank shall
include the Lower Cape Fear River Basin, Hydrologic Unit 03030005 in North Carolina (refer
to Figure 12 of the Mitigation Plan)
Page 2 of 22 Pages

The service area is based on the location and scope of the project which will generate tangible
water quality benefits in two tributaries of the Lower Cape Fear River Basin through the
restriction of silvicultural and residential land use activities and the restoration of headwater
stream and wetland ecosystems Use of a Bank site to compensate for impacts beyond the GSA
may be considered by the Corps or the permitting agency on a case -by -case basis
Section III: Mitigation Plan
Any Mitigation Plan submitted pursuant to this MBI must contain the information listed
in 332.4(c)(2) through (14) of the Compensatory Mitigation Rule
A The Bank sites are currently zoned for residential, commercial, and industrial uses. A more
detailed description of the baseline conditions on the sites is contained in the Mitigation Plan
B. The Sponsor will perform work described on Section 5, Section 6, and Section 7 of the
Mitigation Plan, including the restoration of 3,775 linear feet (If) of stream restoration; 1,843 if
of first -order stream preservation; and 3661f of zero -order stream preservation
Additional work within the Bank will restore 1 8 acres of riparian (non - riverme) wetlands, 0.5
acres of riparian (riverine) wetlands, and 66 1 acres of non- ripanan wetlands A total of 20 acres
of riparian (riverme) wetland enhancement, 403 acres of riparian (riverme) wetland preservation,
and 4 acres of riparian (non- rivenne) wetland preservation will also be included within the Bank.
The work associated with the Bank will include backfilling of existing ditches, removal of an
existing causeway, construction of new stream channels, and planting of native hardwood
seedlings
The purpose of this work, and the objective of the Bank, is to restore, enhance, and preserve the
wetlands and stream systems associated with headwaters of three tributaries (Mill Branch,
Cartwheel Branch, and White Springs Branch) of the Lower Cape Fear River Development of
the Bank (for both Sneeden Tract and White Springs Tract) will reduce nutrient inputs,
stormwater discharge, and flow velocities in a watershed that is experiencing rapid development
C The Sponsors shall monitor the Bank Site as described in Section 8 of the Mitigation Plan,
until such time as the IRT determines that the success criteria described in Section 8 of the
Mitigation Plan have been met
D. The members of the IRT will be allowed reasonable access to the Property for the purposes
of inspection of the Property and compliance monitoring of the Mitigation Plan.
Section IV: Reporting
A. The Sponsor shall submit to the DE, for distribution to each member of the IRT, an annual
report describing the current condition of the Bank and the condition of the Bank in relation to
the success criteria in the Mitigation Plan The Sponsor shall provide to the DE any monitoring
reports described in Section 8 of the Mitigation Plan by February 1 of each year.
Page 3 of 22 Pages

B The Sponsor shall provide ledger reports documenting credit transactions as described in
Section VIII of this MBI.
C Each time an approved credit transaction occurs, the Sponsor must notify the DE within 30
days of the transaction
Section V: Remedial Action
A. The DE shall review the monitoring reports, and may, at any time, after consultation with the
Sponsor and the IRT, direct the Sponsor to take remedial action at the Bank site Remedial
action required by the DE shall be designed to achieve the success criteria specified in the
Mitigation Plan All remedial actions required under this section shall include a work schedule
and monitoring criteria that will take into account physical and climactic conditions
B The Sponsor shall implement any remedial measures required pursuant to the above
C. In the event the Sponsor determines that remedial action may be necessary to achieve the
required success criteria, it shall provide notice of such proposed remedial action to all members
of the IRT No remedial actions shall be taken without the concurrence of the DE, in
consultation with the IRT
Section VI: Use of Mitigation Credits
Description of Wetland Community Types:
A Wetland community types found in a mitigation bank will be described in accordance with the
procedures found in the NC Wetland Assessment Method (NC WAM, USACE, 2007) It is
expected that impacts to the NC WAM types listed below will be compensated by the Mitigation
Types as listed in order to qualify as "In- Kind" mitigation Exceptions to the use of "In- Kind"
mitigation may be allowed at the discretion of the permitting agencies on a case -by -case basis
Table 1. Wetland Community Types
Mitigation Tye
NCWAM Type
CAMA Coastal Wetland
Salt/Brackish Marsh*
Riparian ( Riverine)
Riverine Swamp Forest/Non -Tidal Freshwater Marsh, Tidal
Freshwater Marsh
Riparian (Non - Riverine)
Bottomland Hardwood Forest, Headwater Wetland, Flood -
Plain Pool, Mountain Bog*
Non - Riparian
Non- Riverine Swamp Forest, Seep, Small Basin Wetland,
Pocosins, Estuarine Woody, Pine Flat, Pine Savannah,
Hardwood Flat
Page 4 of 22 Pages

Table 2. Mitigation Tvne and Ouantitv (acres/If) — WHITE SPRINGS TRACT
Community Type
Mitigation
Type
Tract Quantity (ac./10
Credits
First -Order Stream
Restoration
White Springs 1,334
1,334
First -Order SBCF
Restoration
White Springs N/A
174
Riparian Wetlands
Restoration
White Springs 18
1 8r
(Non - Riverine Small Stream Swamp)
Restoration
Sneeden
5
Non - Riparian Wetlands
Restoration
White Springs 661
661
(Pcosin/Wet Pine Savanna)
10re
Riparian Wetlands
Riverine Cypress-Gum Swam
Preservation
Sneeden
403
Stream Credits
1,508
Preservation
Sneeden
Riparian Wetland Credits
1 8r
Non - Riparian Wetland Credits
661r
'r = restoration credit, re = restoration = equivalent credit
Table 3. Mitigation Type and Quantity (acres/If) — SNEEDEN TRACT
Mitigation
Community Type Type Tract Quantity (ac./10 Credits
First -Order Stream
Restoration
Sneeden
2,441
2,441
First -Order Stream
Preservation
Sneeden
1,843
737
Zero -Order Stream
Preservation
Sneeden
366
146
Riparian Wetlands
Riverine Cypress-Gum Swam
Restoration
Sneeden
5
5r
Riparian Wetlands
Riverine Cypress-Gum Swam
Enhancement
Sneeden
20
10re
Riparian Wetlands
Riverine Cypress-Gum Swam
Preservation
Sneeden
403
80 6re
Riparian Wetlands
Non - Riverine Small Stream Swam
Preservation
Sneeden
4
0 8re
Total Stream Credits
3,324
Total Riparian Wetland Credits
91.9
`r = restoration credit, re = restoration = equivalent credit
Table 4. Mitigation Credits by Stream and Wetland Type
Mitigation Type
Quantity (If/ac)
Credits
Stream
5,984
4,832
Riparian Non - Riverine Wetland
58
26
Riparian Riverine Wetland
4235
91 1
Non-Riparian Wetland
661
661
Page 5 of 22 Pages

B It is anticipated by the parties that in most cases in which the DE, after consultation with the
IRT, has determined that mitigation credits from the Bank may be used to offset wetland impacts
authorized by Section 404 permits and /or Section 10 permits, that the Restoration Equivalents, as
enumerated above, constitute credits that are considered to be equal to restoration credits for the
purposes of compensatory mitigation. Therefore, the use of Restoration credits or Restoration
Equivalents credits, or any combination thereof, is acceptable to the DE for any permit
requirement so long as the required amount of credits are debited for a given mitigation
requirements It is also understood that in order to satisfy mitigation requirements imposed by
the NC Division of Water Quality, restoration impact amounts must be at a minimum of 1 1 such
that for every one acre of impact, at least one acre of mitigation must be in the form of
restoration. Note that while riparian (riverine) and riparian (non-riverine) wetland credits are
identified in Table 4 above, either type of riparian credit (riverine or non - riverine) can satisfy a
request for riparian wetland mitigation. Additionally, decisions regarding stream mitigation will
be made consistent with current policy and guidance and will be made on a case by case basis
Wetland and stream compensation ratios are determined by the DE on a case -by -case basis based
on considerations of functions of the wetlands and /or streams impacted, the severity of the
wetland and /or stream impacts, the relative age of the mitigation site, whether the compensatory
mitigation is in -kind, and the physical proximity of the wetland and/or stream impacts to the
Bank site
C Notwithstanding the above, all decisions concerning the appropriateness of using credits from
the Bank to offset impacts to waters and wetlands, as well as all decisions concerning the amount
and type of such credits to be used to offset wetland and water impacts authorized by Department
of the Army permits, shall be made by the DE, pursuant to Section 404 of the Clean Water Act
and implementing regulations and guidance, after notice of any proposed use of the Bank to the
members of the IRT, and consultation with the members of the IRT concerning such use. Notice
to and consultation with the members of the IRT shall be through the permit review process
Section VII: Credit Release Schedule
All credit releases must be approved by the DE, in consultation with the IRT, based on a
determination that required success criteria have been achieved
A. Credit Release Schedule for Forested Wetlands: If deemed appropriate by the IRT, fifteen
percent (15 %) of the Bank's total restoration credits shall be available for sale immediately upon
completion of all of the following:
1 Execution of this MBI by the Sponsor, the DE, and other agencies eligible for
membership in the IRT who choose to execute this MBI;
2. Approval of the final Mitigation Plan,
3. Mitigation Bank site has been secured,
4. Delivery of the financial assurance described in Section IX of this MBI, and
5. Recordation of the long -term protection mechanism described in Section X of this MBI,
as well as a title opinion covering the property acceptable to the DE
The Sponsor must complete the initial physical and biological improvements to the Bank site
pursuant to the Mitigation Plan no later than one year following initial debiting of the Bank
Page 6 of 22 Pages

Subject to the Sponsor's continued satisfactory completion of all required success criteria and
monitoring, additional restoration mitigation credits will be available for sale by the Sponsor on
the following schedule (refer to Table 5A)
1. 15 % upon completion of all initial physical and biological improvements made pursuant
to the Mitigation Plan (total 30 %),
2 10% after first year, if interim success measures are met (total 40 %),
3. 10% after second year, if interim success measures are met (total 50 %),
4. 10% after third year, if interim success measures are met (total 60 %);
5 10% after fourth year, if interim success measures are met (total 70 %),
6 10% after fifth year, if Success Criteria are met (total 80 %),
7. 10% after sixth year, if vegetative Success Criteria are met (90 %), and
8 10% after seventh year, if vegetative Success Criteria are met (100 %).
Provided that all Success Criteria are met, the IRT may allow the Sponsor to discontinue
hydrologic monitoring after the fifth year The Sponsor will be required to monitor vegetation
for an additional two years after the fifth year for a total of seven years
Table 5A. Credit Release for Forested Wetlands (Seven Years)
Page 7 of 22 Pages
Projected
Percentage of Wetland
Credits
Cumulative
Task
Completion Date
Credits Released (%
Released
Credits
cumulative
Released
10 Signing of the MBI,
1/15/13
15 (15)
03
03
Recordation of Conservation
Easement Deed, Delivery of
Financial Assurances
2 0 Completion of Physical and
2/2014
15 (30)
03
06
Biological Improvements
3 0 Year 1 Fulfill Success
1/2015
10 (40)
02
08
Criteria
4 0 Year 2 Fulfill Success
1/2016
10 (50)
01
09
Criteria
5 0 Year 3 Fulfill Success
1/2017
10 (60)
02
1 1
Criteria
6 0 Year 4 Fulfill Success
1/2018
10 (70)
01
12
Criteria
7 0 Year 5 Fulfill Success
1/2019
10 (80)
02
14
Criteria
8 0 Year 6 Fulfill Success
1/2020
10 (90)
02
16
Criteria
9 0 Year 7 Fulfill Success
1/2021
10 (100)
02
1 8
Criteria
TOTAL
100%
1.8
1.8
Page 7 of 22 Pages

Table 5B. Credit Release Schedule for Remaining Wetlands (Non- Forested) (Five Years)
B. Credit Release Schedule for Streams: The following credit release schedule applies only to
those stream projects where Restoration or Enhancement I has been performed where pattern,
dimension, and profile, or dimension and profile (respectively) have been improved Projects
constructed on the outer coastal plain that are subject to the Coastal Plain Information Paper
(USACE/DWQ 2007) where an engineered stream channel was not constructed, will be subject
to the criteria enumerated for wetlands above.
If deemed appropriate by the IRT, fifteen percent (15 %) of the Bank's total stream credits shall
be available for sale immediately upon completion of all of the following
1 Execution of this MBI by the Sponsor, the DE, and other agencies eligible for
membership in the IRT who choose to execute this MBI,
2 Approval of the final Mitigation Plan;
3 Mitigation Bank site has been secured,
4. Delivery of the financial assurance described in Section IX of this MBI, and
5. Recordation of the long -term protection mechanism described in Section X of this MBI,
as well as a title opinion covering the property acceptable to the DE
Subject to the Sponsor's continued satisfactory completion of all required success criteria and
monitoring, additional stream credits will be available for sale by the Sponsor on the following
schedule
1. 15 % upon completion of all initial physical and biological improvements made pursuant
to the Mitigation Plan (total 30 %),
Page 8 of 22 Pages
Projected
Percentage of Wetland
Credits
Cumulative
Task
Completion Date
Credits Released (/a
Released
Credits
cumulative)
Released
10 Signing of the MBI,
1/15/13
15 (15)
237
237
Recordation of Conservation
Easement Deed, Delivery of
Financial Assurances
2 0 Completion of Physical and
2/2014
15 (30)
237
474
Biological Improvements
3 0 Year 1 Fulfill Success
1/2015
10 (40)
15 8
632
Criteria
4 0 Year 2 Fulfill Success
1/2016
15 (55)
237
869
Criteria
5 0 Year 3 Fulfill Success
1/2017
20 (75)
31 6
1185
Criteria
6 0 Year 4 Fulfill Success
1/2018
10 (85)
15 8
1343
Criteria
7 0 Year 5 Fulfill Success
1/2019
15 (100)
237
158
Criteria
TOTAL
100%
158
158
B. Credit Release Schedule for Streams: The following credit release schedule applies only to
those stream projects where Restoration or Enhancement I has been performed where pattern,
dimension, and profile, or dimension and profile (respectively) have been improved Projects
constructed on the outer coastal plain that are subject to the Coastal Plain Information Paper
(USACE/DWQ 2007) where an engineered stream channel was not constructed, will be subject
to the criteria enumerated for wetlands above.
If deemed appropriate by the IRT, fifteen percent (15 %) of the Bank's total stream credits shall
be available for sale immediately upon completion of all of the following
1 Execution of this MBI by the Sponsor, the DE, and other agencies eligible for
membership in the IRT who choose to execute this MBI,
2 Approval of the final Mitigation Plan;
3 Mitigation Bank site has been secured,
4. Delivery of the financial assurance described in Section IX of this MBI, and
5. Recordation of the long -term protection mechanism described in Section X of this MBI,
as well as a title opinion covering the property acceptable to the DE
Subject to the Sponsor's continued satisfactory completion of all required success criteria and
monitoring, additional stream credits will be available for sale by the Sponsor on the following
schedule
1. 15 % upon completion of all initial physical and biological improvements made pursuant
to the Mitigation Plan (total 30 %),
Page 8 of 22 Pages

2 10% after first year, provided channel is stable and all other success measures are met
(total 40 %),
3 10% after second year, provided channel is stable and all other success measures are met
(total 50 %);
4 10% after third year, provided channel is stable and all other success measures are met
(total 60 %),
5 10% after fourth year, provided channel is stable and all other success measures are met
(total 70 %),
6. 15% after fifth year, provided channel is stable and all other success measures are met
(total 85 %)
A reserve of 15% of the Bank's total stream credits shall be released any time after two Bank -
full events have occurred, in separate years, provided the channel is stable and all other Success
Criteria are met. In the event that less than two Bank -full events occur during the monitoring
period, remaining credit release shall be at the discretion of the IRT Refer to Table 5B for the
stream credit release schedule.
Table 5B. Credit Release Schedule for Streams
Page 9 of 22 Pages
Protected
Percentage of Wetland
Credits
Cumulative
Task
Completion Date
Credits Released (/o
Released
Credits
cumulative )
Released
10 Signing of the MBI,
11/30/12
15 (15)
7248
7248
Recordation of Conservation
Easement Deed, Delivery of
Financial Assurances
2 0 Completion of Physical and
3/2013
15 (30)
7248
1,4496
Biological Improvements
3 0 Year 1 Fulfill Success
1/2014
10 (40)
4832
1,9328
Criteria
4 0 Year 2 Fulfill Success
1/2015
10 (50)
4832
2,416
Criteria
5 0 Year 3 Fulfill Success
1/2016
10 (60)
4832
2,8992
Criteria
6 0 Year 4 Fulfill Success
1/2017
10 (70)
4832
3,3824
Criteria
7 0 Year 5 Fulfill Success
1/2018
15 (85)
7248
4,1072
Criteria
8 0 Documentation of Two
TBD
15 (100)
7248
4,832
Bank -full Events in Separate
Years
TOTAL
100%
4,832
4,832
Page 9 of 22 Pages

Section VIII: Accounting Procedures
A The Sponsor shall develop accounting procedures acceptable to the IRT for maintaining
accurate records of debits made from the Bank Such procedures shall include the generation of
a ledger by the Sponsor showing credits used at the time they are debited from the Bank. All
ledger reports shall identify credits debited and remaining by type of credit and shall include for
each reported debit the Corps ORM ID number for the permit for which the credits were utilized
and the permitted impacts for each resource type Each time an approved credit transaction
occurs, the Sponsor must notify the DE within 30 days of the transaction.
B. The Sponsor shall prepare an annual ledger report, on each anniversary of the date of
execution of this MBI, showing all credits used, any changes in credit availability (e g ,
additional credits released, credit sales suspended), and the beginning and ending balance of
credits remaining The Sponsor shall submit the annual report to the DE, for distribution to each
member of the IRT, until such time as all of the credits have been utilized, or this MBI is
otherwise terminated
Section IX: Financial Assurances
A The Sponsor shall provide financial assurances in a form acceptable to the IRT sufficient to
assure completion of all mitigation work, required reporting and monitoring, and any remedial
work required pursuant to this MBI These financial assurances are provided in the form of a
casualty insurance policy with a collective liability limit of $1,665,000 over a ten year period
The annual liability limits are commensurate with the financial assurance requirements for
project implementation (construction, planting, and contingencies) and for monitoring over the
seven (7) year schedule described in the Mitigation Plan. The Mitigation Bank Insurance Policy
(with attachments) is provided in Appendix E
B Financial assurances shall be payable at the direction of the DE to his designee or to a
standby trust. Financial assurances structured to provide funds to the Corps of Engineers in the
event of default by the Bank Sponsor are not acceptable.
C A financial assurance must be in the form that ensures that the DE receives notification at
least 120 days in advance of any termination or revocation
Section X: Long -Term Protection
A Land Trust for America (LTFA), a registered 501(c)3 entity, will serve as the holder of the
conservation easement (CE) for the Bank LTFA will maintain the CE in perpetuity and provide
for the long -term protection of the land through annual monitoring activities Title to the land
will reside with the current owners, LCFUMB, LLC. Refer to the attached conservation
easement plats for both tracts (Appendix B) The CE shall be perpetual, preserve all natural
areas, and prohibit all use of the property inconsistent with its use as mitigation property,
including any activity that would materially alter the biological integrity or functional and
educational value of wetlands or streams within the Bank site, consistent with the Mitigation
Page 10 of 22 Pages

Plan The purpose of the CE will be to assure that future use of the Bank site will result in the
restoration, protection, maintenance and enhancement of wetland functions described in the
Mitigation Plan
B The Sponsor shall deliver a title opinion acceptable to the DE covering the mitigation
property. The property shall be free and clear of any encumbrances that would conflict with its
use as mitigation, including, but not limited to, any liens that have priority over the recorded
preservation mechanism
C Subsequent to the recording of the CE, the Sponsor may convey the Bank Site property either
in fee or by granting an easement to a qualified land trust, state agency, or other appropriate
nonprofit organization The Sponsor is responsible for ensuring that that the CE is re- recorded to
ensure that it remains within the chain of title The terms and conditions of this conveyance shall
not conflict with the intent and provisions of the CE nor shall such conveyance enlarge or modify
the uses specified in the CE
The CE must contain a provision requiring 60 day advance notification to the DE before any
action is taken to void or modify the CE, including transfer of title to, or establishment of any
other legal claims over, the project site.
Section XI: Long -term Management
A LTFA (as identified above) will be responsible for the long -term management of the site
The primary objective of the long -term management is to ensure the protection of the site in its
natural state
B An endowment will be provided to the LTFA by the Sponsor to assist with the long -term
management expenses of the Bank site
Section XII: Default and Closure
A It is agreed to establish and/or maintain the Bank site until (i) credits have been exhausted or
Banking activity is voluntarily terminated with written notice by the Sponsor provided to the DE
and other members of the IRT; and (ii) it has been determined and agreed upon by the DE and
IRT that the debited Bank site has satisfied all the conditions herein and in the Mitigation Plan
If the DE determines that the Bank site is not meeting performance standards or complying with
the terms of the instrument, appropriate action will be taken Such actions may include, but are
not limited to, suspending credit sales, adaptive management, decreasing available credits,
utilizing financial assurances, and terminating the instrument.
B Any delay or failure of Bank Sponsor shall not constitute a default hereunder if and to the
extent that such delay or failure is primarily caused by any act, event or conditions beyond the
Sponsor's reasonable control and significantly adversely affects its ability to perform its
obligations hereunder including. (1) acts of God, lightning, earthquake, fire, landslide, or
interference by third parties, (ii) condemnation or other taking by any governmental body; (iii)
Page 11 of 22 Pages

change in applicable law, regulation, rule, ordinance or permit condition, or the interpretation or
enforcement thereof, (iv) any order, judgment, action or determination of any federal, state or
local court, administrative agency or government body, or (v) the suspension or interruption of
any permit, license, consent, authorization or approval If the performance of the Bank Sponsor
is affected by any such event, Bank Sponsor shall give written notice thereof to the IRT as soon
as is reasonably practicable If such event occurs before the final availability of all credits for
sale, the Sponsor shall take remedial action to restore the property to its condition prior to such
event, in a manner sufficient to provide adequate mitigation to cover credits that were sold prior
to such delay or failure to compensate for impacts to waters, including wetlands, authorized by
Department of the Army permits Such remedial action shall be taken by the Sponsor only to the
extent necessary and appropriate, as determined by the IRT.
C. At the end of the monitoring period, upon satisfaction of the performance standards, the
Sponsor may submit a request to close out the Bank site to the DE The DE, in consultation with
the IRT, shall use best efforts to review and comment on the request within 60 days of such
submittal If the DE determines the Sponsor has achieved the performance standards in
accordance with the mitigation plan and all obligations under this MBI, the DE shall issue a
close out letter to the Sponsor
Section XIII: Miscellaneous
A Any agency participant may terminate its participation in the IRT with notice in writing to all
other parties to this MBI Termination shall be effective seven (7) days from placing written
notices in the United States mail. Member withdrawal shall not affect any prior sale of credits
and all remaining parties shall continue to implement and enforce the terms of this MBI
B Modification of this MBI shall be in accordance with the procedures set forth in 332 8 of the
mitigation rule
C. No third party shall be deemed a beneficiary hereof and no one except the signatories hereof,
their successors and assigns, shall be entitled to seek enforcement hereof.
D. This MBI constitutes the entire MBI between the parties concerning the subject matter hereof
and supersedes all prior agreements or undertakings
E In the event any one or more of the provisions contained in this MBI are held to be invalid,
illegal or unenforceable in any respect, such invalidity, illegality or unenforceablilrty will not
affect any other provisions hereof, and this MBI shall be construed as if such invalid, illegal or
unenforceable provision had not been contained herein.
F This MBI shall be governed by and construed in accordance with the laws of North Carolina
and the United States as appropriate
Page 12 of 22 Pages

G This MBI may be executed by the parties in any combination, in one or more counterparts,
all of which together shall constitute but one and the same instrument
H The terms and conditions of this MBI shall be binding upon, and inure to the benefit of the
parties hereto and their respective successors
I All notices and required reports shall be sent by regular mail to each of the parties at their
respective addresses, provided below.
Sponsor
Mr Jon T Vincent
LCFUMB, LLC
1508 Military Cutoff Road, Suite 302
Wilmington, NC 28403 -5730
Agent:
Mr Christian Preziosi
Land Management Group, Inc
3805 Wrightsville Avenue, Suite 15
Wilmington, North Carolina 28403
Corps
Mr. Mickey Sugg
U S Army Corps of Engineers
Regulatory Division
69 Darlington Avenue
Wilmington, NC 28403
IRT Members
EPA
Mr Jeffrey Garnett
Wetlands Regulatory Section - Region IV
Environmental Protection Agency
61 Forsyth Street, SW
Atlanta, Georgia 30303
FWS:
Ms Kathy Matthews
U.S. Fish and Wildlife Service
Fish and Wildlife Enhancement
Post Office Box 33726
Raleigh, North Carolina 27636 -3726
Page 13 of 22 Pages

NMFS.
Mr Fritz Rohde
National Marine Fisheries, NOAA
Habitat Conservation Division
Pivers Island
Beaufort, North Carolina 28516
NCWRC-
Ms. Maria Dunn
North Carolina Wildlife Resource Commission
943 Washington Square Mall
Washington, North Carolina 27889
NCDCM-
Ms Heather Coats
Wilmington Regional Office
NC Division of Coastal Management
127 Cardinal Drive Extension
Wilmington, North Carolina 28405
NCDWQ.
Mr Eric Kultz
NC Division of Water Quality
Wetlands, Buffers, Stormwater - Compliance & Permitting Unit
1650 Mail Service Center
Raleigh, North Carolina 27699 -1650
Page 14 of 22 Pages

IN WITNESS WHEREOF, the parties hereto have executed this Mitigation Banking
Instrument entitled "Agreement To Establish The Lower Cape Fear Umbrella Mitigation
Bank in Brunswick County, North Carolina ":
Sponsor:
Mr. Jon Vincent
LCFUMB, LLC
U.S. Army Corps of Engineers
Mr Scott McLendon, Chief
Wilmington Regulatory Division
Date
By: Date:
Page 15 of 22 Pages

List of Appendices
Appendix A: (CD) Lower Cape Fear Umbrella Mitigation Bank - Final Mitigation Plan (December
2012)
Appendix B: Conservation Easement Surveys
(Wilmington River Club aka "Sneeden Tract" and Dollar Properties Three aka
"White Springs Tract ")
Appendix C: Map — Geographic Service Area
Appendix D: Construction and Monitoring Costs
Appendix E: Mitigation Bank Insurance Policy
Appendix F: Conservation Easement Deed
Page 22 of 22 Pages