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Project : Indian River County — Golden Sands Park © G r Parcel #: (Form Revised 06/03) Acres BLA4 04 EXCHANGE AGREEMENT THIS AGREEMENT is made this Zlh day of 2006, among, INDIAN RIVER COUNTY, a political subdivision of the State of Florida ("County"), whose address is c/o Community Development Department (Environmental Planning), 1840 25a' Street, Vero Beach, Florida 32960, the BOARD OF TRUSTEES OF THE INTERNAL IMPROVEMENT TRUST FUND OF THE STATE OF FLORIDA ('BOT'), whose address is 3900 Commonwealth Blvd., Mail Station 115, Tallahassee, Florida 32399-3000, and WINDSOR PROPERTIES, a Florida General Partnership ("Windsor"), whose address is 3125 Windsor Blvd.; Vero Beach, Florida 32963 . BOT's agent in all matters shall be the Division of State Lands of the Florida Department of Environmental Protection ("DSL"). In consideration of the mutual promises set out below, the parties agree as follows: 1 . PROPERTY TO BE EXCHANGED : ADDITIONAL OBLIGATIONS OF COUNTY AND WINDSOR. This is a three party exchange. The `Before Exchange Exhibit" attached to this Agreement displays the current ownership of property within the overall exchange project: the property on the north end owned by BOT ( 1 .3 +/- acres), the Golden Sands Park property owned by the County ( 12 . 8 +/- acres), and the property on the south end owned by Windsor (9.3 +/- acres). The "After Exchange Exhibit" attached to this Agreement displays the ownership of properties after the exchange, from north to south: Tract A - the tracts on the north end to be received by Windsor in a conveyance from BOT(1 .3 +/- acres), Tract B - the next tract to the south to be received by Windsor in a conveyance from County (8 .9 +/- acres); Tract C - the County' s Golden Sands Park tract to be shifted to the south through a conveyance from Windsor (8 . 5 +/- acres); Tract D - the tract on the south end to be received by BOT through a conveyance from Windsor ( 1 .8 +/- acres) : and Tract E — the conservation easement over the southerly 50 feet of the Golden Sands Park as configured after the exchange. The Exhibit of this Agreement entitled "Index to Legal Descriptions" is an index to legal descriptions of the tracts, and to references in this Agreement for those tracts, to be conveyed in the exchange. The Exhibit of this Agreement entitled "Parcel Location Reference" is a map on an aerial showing general boundaries of the properties to be conveyed in this exchange. The parties agree to convey fee simple and receive parcels of real property as indicated in the Index to Legal Descriptions and Exhibits A through D. All parcels include all improvements, easements, appurtenances and hereditaments pertaining to the property. In addition County will convey to BOT a conservation easement over the property described in Exhibit E, the southerly fifty feet of the Golden Sands Park as it is configured after the exchange. The parties agree to the additional obligations of County and Windsor, and the additional timing and ciosmg requirements, as set forth in the Addendum to Exchange Agreement, which is attached to and incorporated by reference in this Agreement. 2 . VALUATION OF PARCELS. The conveyances made by the parties hereto shall be in consideration of each other on a value-for-value basis. For purposes of the exchange to be effected under this Agreement, the value of Tracts A and D shall be as determined by appraisals obtained by BOT. It is a condition of this Agreement that the value of Tract A (to be conveyed by BOT) shall be less than the value of Tract D (to be received by BOT) and BOT shall not pay boot to equalize the values of Tracts A and D . If, prior to closing, BOT determines that the value of Tract A is greater than the value of Tract D, as determined in accordance with Section 259.041 , Florida Statutes, this Agreement shall terminate. 3 .A. ENVIRONMENTAL SITE ASSESSMENT. Windsor will, at its sole cost and expense, obtain a phase I environmental site assessment ("ESA") of Tract D, certified to BOT, to determine the existence and extent, if any, of Hazardous Materials on that Tract. The ESA to be certified to BOT shall conform with DSL's standards for 1 BLA- 104 , Revised 01 /26/06