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ADDENDUM TO EXCHANGE AGREEMENT The parties to this Exchange Agreement hereby agree to this Addendum. The purpose of this Addendum is to provide background, additional obligations of County and Windsor, and address related timing and process issues . A. Background. Windsor is the owner and developer of real property located on the barrier island north of Vero Beach, between State Road AIA and the Atlantic Ocean. The majority of Windsor's property lies north of a County beachfront park, Golden Sands Park, and north of Tract A. Windsor also owns a 9.3 acre parcel of property, (the property to be conveyed by Windsor, i.e. Tracts C and D .) that is situated immediately adjacent to the south side of Golden Sands Park. The approximately 9.3 acre property to be conveyed by Windsor is separated from the remainder of the Windsor Community by the Park. Windsor has recently made a significant investment in construction of a golf cart tunnel under State Road AIA for the safety of its residents; however the property to be conveyed by Windsor (Tracts C and D) south of the Park does not have golf cart access to the tunnel and the majority remainder of the Windsor community without traveling on State Road AIA. The County and Windsor entered into an Agreement Relating to the Exchange of Real Property on August 2, 2005 ; but later discovered that BOT owned the property to be conveyed by BOT (Tract A, the property formerly referred to as the Spallone tract), and that the County and Windsor would need to obtain BOT approval of the exchange as the Spallone tract lies between the County Park and existing Windsor development. Thus, Windsor and the County are, via this Exchange Agreement, replacing their previous agreement to include BOT in order to complete the overall exchange as originally intended. The result of the exchange will be to make Windsor' s land holdings contiguous, move Golden Sands Park to the south, and increase the BOT ownership and move it south of the Park. All parcels to be exchanged are of similar environmental character and contain frontage on both State Road Al and the Atlantic Ocean. The Golden Sands Park facilities were constructed in 1990 with the assistance of Florida Recreation Development Assistance Program (FRDAP) . The facilities received significant damage in the 2004 hurricanes, and have not yet been repaired. Windsor has agreed to provide new park facilities on the property to be owned by County after the exchange, which facilities will be redesigned for environmental sensitivity to the site. Windsor has also agreed to provide one million dollars in funding to County for use in the County recreation and parks program, and to certain other matters as set forth in this Agreement. In accordance with the requirements of Section 125 .37, Florida Statutes, the terms and conditions of the exchange were advertised once a week for two weeks. The Board of County Commissioners of Indian River County, Florida met in regular session on August 2, 2005 , and adopted Resolution No. 2005- 119 authorizing the appropriate County officers and officials to execute all documents necessary to effect the exchange of the subject properties . B . Prior agreement. This Exchange Agreement replaces and supercedes the Original Exchange Agreement dated August 2, 2005 , C. Additional Windsor Obligations . Windsor agrees to: 1 . Provide boundary surveys for all parcels that are a part of this agreement. 2. Design, permit, and construct a new Golden Sands Park for Indian River County with at least the same amount of facilities and improvements comparable to or better than the Park facilities services as existed on September 1 , 2004 . Design and construction will be performed by qualified consultants and contractors to be selected by Windsor and approved by County, which approval shall not be unreasonably withheld. The Parties intend that this shall be a turnkey, design-and-build project delivered to the County. Entry to the new park will remain at the same location as the existing entry. Permitting for construction of new park facilities shall be commenced within 120 days after the Trustees approval the exchange. Construction shall be completed and approved by the County prior to closing and recording of the exchange. 3 . Make a cash donation to Indian River County of One-Million Dollars ($ 1 ,000,000.00) . These monies have been placed in an escrow account at Smith, O 'Haire, Quinn, and Candler P .A. , and shall be accounted for in the closing statements and released to the County on final recording of all deeds in the exchange. Windsor shall retain the right to any interest earned prior to such closing. 4 . Provide full support to the County and the Division of State Lands to obtain approval of the Board of Trustees portion of the overall exchange, including, but not limited to: drafting proposed documents and supporting 14 BLA- 104 , Revised 01 /26/06