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PROPERTY EXCHANGE AGREEMENT THIS AGREEMENT to exchange real property ("Agreement") is made and entered into as of the 1st day of _February , 2011 by and between INDIAN RIVER COUNTY, a political subdivision of the State of Florida, 1801 27d' Street, Vero Beach, Florida 32960 ("County") and the CITY OF VERO BEACH, a municipality of the State of Florida, 1053 201' Place, Vero Beach, Florida 32960 ("City") as follows: WHEREAS, in August 2001, the County purchased the property formerly known as Dodgertown, now known as the Vero Beach Sports Village, a 61.75 acre site that was the former spring training location of the Los Angeles Dodgers ("Dodgertown"); and WHEREAS, in June 2004, the County acquired a 9.13 acre parcel of property located to the west and south of Holman Stadium ("County Property"); and WHEREAS, in November 2005, the City purchased two parcels of property that made up a portion of the old Dodgertown nine hole golf course: a 30.87 acre tract lying at the northeast corner of 43rd Avenue and the Main Relief Canal together with a 6.13 acre parcel lying at the southeast corner of 43rd Avenue and 26d' Street ("City Property"); and WHEREAS, the parties have identified portions of the aforesaid properties which they desire to exchange: (a) an 11.93 acre parcel in the southeast portion of the City Property, which parcel is more fully described on Exhibit A attached hereto ("Cloverleaf Property"), and (b) a 10.38 acre parcel consisting of 8.53 acres of the County Property and 1.85 acres of the Dodgertown property located immediately east and adjacent to the aforesaid 8.53 acres, which parcel is more fully described on Exhibit B attached hereto ("Parking Property"); and WHEREAS, the County agrees to transfer the Parking Property to the City, and the City agrees to transfer the Cloverleaf Property to the County, subject to the terms and conditions set forth below; and WHEREAS, the exchange is made by the County pursuant to section 125.37, Florida Statutes, and by the City pursuant to section 2-372 of the Code of Ordinances of the City of Vero Beach, and has been advertised by each party once a week for two consecutive weeks in the Vero Beach Press Journal, NOW, THEREFORE, for valuable consideration, the receipt and adequacy of which is hereby acknowledged, the parties agree, as follows: Recitals. The above recitations are true and correct and are incorporated herein. 2. Exhibits. All Exhibits attached to this Agreement are incorporated into the Agreement.