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AGREEMENT BETWEEN INDIAN RIVER COUNTY,FLORIDA AND WINDSOR RELATING TO THE EXCHANGE OF REAL PROPERTY THIS IS AN AGREEMENT RELATING TO THE EXCHANGE OF REAL PROPERTY (this "Agreement"), between INDIAN RIVER COUNTY, FLORIDA, a political subdivision of the State of Florida, whose mailing address is 1840 251h Street, Vero Beach, Florida, 32960 ("County") and WINDSOR PROPERTIES, a Florida General Partnership, whose mailing address is 3125 Windsor Boulevard, Vero Beach, Florida 32963 ("Windsor"). WITNESSETH WHEREAS, Windsor is the owner and developer of real property located on the north barrier island, between State Road AIA and the Atlantic Ocean, situated immediately adjacent to both the north and south sides of the County Park known as Golden Sands Park ("Park"); and WHEREAS, The approximately 9.287 acre Windsor property located immediately south of the Park (as described in Exhibit"A") is separated from the remainder of the Windsor Community by the Park; and WHEREAS, Windsor has recently made a significant investment in construction of a golf cart tunnel under State Road A 1 A for the safety of its residents; and WHEREAS, Windsor's south parcel does not have golf cart access to the tunnel and the remainder of the Windsor community without traveling on State Road AIA; and WHEREAS,the Park facilities received significant damage in the 2004 hurricanes, and have not yet been repaired; and WHEREAS, Windsor desires to make an even exchange of land with Indian River County that would make Windsor's land holdings contiguous, and move the County Park parcel to the south onto what is now Windsor's south parcel (as depicted in Exhibit "A"); and WHEREAS,the parcels that are the subject of this Agreement are of equal size, environmental character, and contain the same length of frontage on both State Road AlA and the Atlantic Ocean; and