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PARKING ESTOPPEL CERTIFICATE <br />Zoll- lob.= <br />5 -3 -II <br />13.8.9 <br />This Parking Estoppel Certificate ("Certificate") was executed as of June 1, 2011, by and <br />between Indian River County, a political subdivision of the State of Florida ("County") and the <br />City of Vero Beach, a municipal corporation of the State of Florida (City"). <br />In re: Maximum Capacity Parking at Dodgertown Facility Compliance with City Parking Codes <br />and Regulations. <br />NOW THEREFORE, in consideration of $10 and other good and valuable consideration, the <br />adequacy and receipt of which is hereby acknowledged, City and County make the following <br />joint acknowledgements, and City makes the following statements and representations to <br />County, with full knowledge that County will rely on such statements and representations in <br />closing and completing a property exchange transaction between City and County, as set forth <br />more fully in that certain Property Exchange Agreement, dated February 1, 2011 ("Exchange <br />Transaction"): <br />1. Joint Acknowledgments. City and County jointly acknowledge that (a) County owns a <br />61.75 acre parcel of real property located in Vero Beach, Florida, formerly known as <br />Dodgertown, which parcel is more fully described on Exhibit A attached hereto, (b) in the <br />Exchange Transaction, City will transfer to County an 11.93 acre parcel located south of <br />Holman Stadium, which parcel is more fully described on Exhibit B attached hereto (the <br />61.75 acre parcel and the 11.93 acre parcel are collectively referred to as the <br />"Dodgertown Facility"), (c) in the Exchange Transaction, County will transfer to City a <br />10.38 acre parcel located west of Holman Stadium, which parcel is more fully described <br />on Exhibit C attached hereto ("Parking Property"), (d) County has rights to park on the <br />Parking Property pursuant to the Parking Lease Agreement between the parties, but such <br />rights will be reduced to a revocable license pursuant to a Parking License Agreement to <br />be signed as part of the Exchange Transaction; (e) in the event that the license created by <br />the Parking License Agreement is in fact revoked by City, County, and its tenants and <br />successors, may be required to provide parking for Dodgertown Events (as defined <br />below) entirely within the Dodgertown Facility, including the areas historically used for <br />parking, the four (4) baseball practice fields and two (2) half baseball practice fields, and <br />other accessible and open areas suitable for parking ("Onsite Parking"), (f) before <br />agreeing to and closing the Exchange Transaction, County requires and will rely upon a <br />clear, irrevocable commitment from City, in the form of its statements and <br />representations below, that Onsite Parking for Dodgertown Events will meet and comply <br />with all City parking codes and regulations. <br />2. Statements and Representations by City. City states and represents to County that: (a) <br />City parking codes and regulations allow Onsite Parking for Dodgertown Events, (b) <br />Onsite Parking provides a sufficient number of parking spaces to comply with all City <br />parking codes and regulations for concurrent maximum use of the Dodgertown Facility, <br />including Holman Stadium, the clubhouse, the hotel, the conference center, the executive <br />offices and the various baseball fields ("Dodgertown Events"), and (c) to the extent that <br />City's parking codes and regulations may change in the future, the Dodgertown Facility <br />F. Amey AlanlD,dgen— Dwum—IPARKING ESTOPPEL CERTIFICATEdo Page 1 of 2 <br />