Loading...
HomeMy WebLinkAbout2006-387 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 environmental site assessments. It shall be Windsor's responsibility to consult with DSL to obtain such standards to assure the product meets DSL conditions for such products. County will, at its sole cost and expense, obtain a phase I environmental site assessment of Tract B, certified to Windsor, to determine the existence and extent, if any, of Hazardous Materials on that Tract. County shall, at its sole cost and expense, obtain a phase I environmental site assessment of Tract C to determine the existence and extent, if any, of Hazardous Materials on that Tract. County shall require that the phase I environmental site assessment of Tract C be certified to BOT to the extent of Tract E, which is included within Tract C. The ESA to be certified to BOT as to Tract E shall conform with DSL's standards for environmental site assessments. It shall by County's responsibility to consult with DSL to obtain such standards to assure the product meets DSL conditions for such products. Windsor may, at its sole cost and expense, obtain a phase I environmental site assessment of Tract A to determine the existence and extent, if any, of Hazardous Materials on that Tract. All ESA 's will be obtained within six months prior to the closing of the exchange, or updated to such a date. For purposes of this Agreement "Hazardous Materials" shall mean any hazardous or toxic substance, material or waste of any kind or any other substance that is regulated by any Environmental Law (as hereinafter defined in paragraph 3 .B.). 3 .13 . HAZARDOUS MATERIALS. If any of the environmental site assessments of Tracts D, B or C as provided for in paragraph 3 .A. confirms the presence of Hazardous Materials that exceed a minimum level established under any Environmental Law, then, as to Tracts C and D Windsor shall bring said tracts into compliance with Environmental Law; provided, however, if the estimate to bring said tracts into compliance with Environmental Law exceeds $ 50,000.00 then Windsor may terminate this Agreement. If the affected receiving party agrees to pay the cost of bringing the affected Tract into compliance with Environmental Law that exceeds $50,000.00, then Windsor's termination shall be void and Windsor shall pay $50,000 toward bringing the affected tract into compliance with Environmental Law and the receiving party who has so agreed shall pay the balance. "Environmental Law" means all federal, state and local laws, including statutes, regulations, ordinances, codes, rules, judgments, orders, decrees, permits, concessions, grants, franchises, licenses, agreements and other governmental restrictions relating to the protection of the environment or human health, welfare or safety, or to the emission, discharge, seepage, release or threatened release of any contaminant, chemical, waste, irritant, petroleum product, waste product, radioactive material, flammable or corrosive substance, explosive, polychlorinated biphenyl, asbestos, hazardous or toxic substance, material or waste of any kind into the environment, including, without limitation, ambient air, surface water, ground water, or land including, but not limited to, the Federal Solid Waste Disposal Act, the Federal Clean Air Act, the Federal Clean Water Act, the Federal Resource and Conservation and Recovery Act of 1976, the Federal Comprehensive Environmental Response, Compensation and Liability Act of 1980, the Federal Superfund Amendments and Reauthorization Act of 1986, Chapters 161 , 253 , 373, 376 and 403 , Florida Statutes, Rules of the U. S . Environmental Protection Agency, Rules of the Florida Department of Environmental Protection, and the rules of the Florida water management districts now or at any time hereafter in effect. Nothing herein shall be construed to limit the parties ' legal liability under any Environmental Law for Hazardous Materials located on the properties to be conveyed in this exchange, nor to limit a party/Grantee ' s legal and equitable remedies against a party/Grantor as to a tract conveyed in the exchange under any Environmental Law for Hazardous Materials located on the tract conveyed. 4. SURVEY. Windsor will obtain at its sole cost and expense a current boundary survey of Tracts A through E prepared by a professional surveyor and mapper licensed by the State of Florida that meets the standards and requirements of DSL (" Survey"). If the Survey shows any encroachment on Tracts A through E or that improvements intended to be located on Tracts A through E encroach on the land of others or on other Tracts, the same shall be treated as a title defect. 4. 1 BASELINE DOCUMENTATION. A report documenting the condition of Tract E at closing shall be obtained by Windsor at Windsor's sole cost and expense. The baseline documentation report shall be prepared in accordance with the terms and conditions of DSL for such reports and shall be approved by DSL prior to closing. 5 . TITLE INSURANCE. Windsor will, at its sole cost and expense, obtain marketable title insurance commitments, to be followed by owner's marketable title insurance policies (ALTA Form "B " with Florida revisions) insuring marketable title in BOT to Tract D for an amount equal to the value of that tract as set forth in Paragraph 2, and insuring marketable title in County to Tract C for an amount equal to the number of acres of the property to be received by the County times the average per acre value of the Tract D as set forth in Paragraph 2. Windsor will also obtain and 2 BLA- 104 , Revised 01 /26/06 pay for such a commitment and title policy insuring title in the easement interest in BOT in Tract E; the insured amount of this policy will be 70% of the product of the number of acres of Tract E times the average per acre value of Tract D as set forth in Paragraph 2 . Windsor may obtain title insurance for Tracts A and B at its own expense. The title insurance commitments to insure property interests in BOT shall provide that the standard exceptions will be deleted at closing, including the exception for taxes due in the year of closing. Windsor represents that all billboards on any of the tracts to be received by County of BOT shall be lawfully removed before closing. 6. DEFECTS IN TITLE. Windsor shall, within ninety (90) days after notice from DSL, remove all defects in title to Tracts D and E. Windsor agrees to use diligent effort to correct the defects in title within the time provided therefor, not including the bringing of suits. If Windsor is unsuccessful in removing the title defects within said time, or if a defect curable only by suit is unacceptable to BOT, then BOT shall have the option to either: (a) accept the title as it then is with no reduction in the value of Tract D, (b) extend the amount of time within which Windsor may remove the defects in title, or (c) terminate this Agreement, thereupon releasing the parties hereto from all further obligations under this Agreement. If Windsor fails to make a diligent effort to remove the title defects, Windsor shall be in default and the provisions of paragraph 16. of this Agreement shall apply. Windsor shall, within ninety (90) days after notice from County, remove all defects in title to Tract C. Windsor agrees to use diligent effort to correct the defects in title within the time provided therefor, not including the bringing of suits. If Windsor is unsuccessful in removing the title defects within said time, County (and Trustees as to Tract E contained within Tract C) shall have the option to either: (a) accept the title as it then is with no reduction in the value of the property to be received by County, (b) extend the amount of time within which Windsor may remove the defects in title, or (c) terminate this Agreement, thereupon releasing the parties hereto from all further obligations under this Agreement. :-lf Windsor fails to make a diligent effort to remove the title defects, Windsor shall be in default and the provisions of paragraph 16. of this Agreement shall apply. If Windsor obtains a title commitment for Tracts A and B, Windsor shall have 30 days after receipt of the commitment to determine if there are any title defects. If Windsor determines there are defects in the property to be received by Windsor that are unacceptable to Windsor and that affect the marketability of Tracts A and/or B, Windsor shall have the option to either: (a) accept the title as it then is with no reduction in the value of the property to be received by Windsor, or (b) terminate this Agreement, thereupon releasing the parties hereto from all further obligations under this Agreement. Neither BOT nor County will have any obligation to cure defects on Tracts A and B . 7, INTERESTS CONVEYED. At closing, the parties will execute and deliver deeds conveying fee simple title as follows: Tract A - BOT will execute and deliver to Windsor a quitclaim deed for Tract A; Tract B - County will execute and deliver to Windsor a County Deed conveying marketable title to Tract B ; Tract C - Windsor shall execute and deliver to County a statutory warranty deed in accordance with Section 689.02, Florida Statutes, conveying marketable title to Tract C; Tract D — Windsor shall execute and deliver to BOT a statutory warranty deed in accordance with Section 689.02, Florida Statutes, conveying marketable title to Tract D; and, Tract E - County will execute and deliver to BOT a conservation easement over Tract E, the southerly 50 feet of the Golden Sands Park as configured after the exchange. All Tracts shall be conveyed free and clear of all liens, reservations, restrictions, easements, leases, tenancies ana other encumbrances, except those that are acceptable encumbrances in the opinion of the receiving party and except those that do not impair the marketability of the title to the property. At closing, no party shall reserve any phosphate, minerals, metals or petroleum interests. 8 . PREPARATION OF CLOSING DOCUMENTS . Upon execution of this Agreement, Windsor shall submit to BOT (as to Tract D) and to County (as to Tract C) a properly completed and executed beneficial interest affidavit and disclosure statement as required by Sections 286.23 , 375 .031 ( 1 ) and 380.08(2), Florida Statutes. For the property to be received by BOT, BOT shall prepare the deeds described in paragraph 7. of this Agreement, BOT's closing statement, the title, possession and lien affidavit certified to BOT and title insurer, and an environmental affidavit on DSL forms provided by DSL. County shall prepare the deed and other documents it shall receive and its own closing statement. DSL shall prepare the deed from BOT for Tract A. Windsor shall prepare the deed (except for the deed from BOT for Tract A, which will be prepared by BOT) and other documents it shall receive and its own closing statement. The conservation easement to be conveyed by County for Tract E will be substantially in the form of 3 BLA- 104 , Revised 01 /26/06 the Deed of Conservation Easement which is attached and made a part of this Agreement. All documents shall be subject to review of the title insurance provider, and reasonable review by the other parties. 9. DSVS REVIEW FOR CLOSING. DSL will approve or reject each item provided by Windsor and County under this Agreement. Windsor and County will have 30 days thereafter to cure and resubmit any rejected items. If Windsor and County fail to timely deliver any item or DSL rejects any item after delivery, BOT may in its discretion extend the closing date. 10. EXPENSES. Windsor will pay the documentary revenue stamp tax and all other taxes or costs associated with this transaction, except as otherwise specified in this Agreement. Windsor shall also pay the cost of recording the deeds and conservation easement required by paragraph 7 . of this Agreement and any other recordable instruments that DSL or County deem necessary to assure good and marketable title. 11 . TAXES AND ASSESSMENTS. At closing, Windsor shall satisfy all real estate taxes and assessments of record that are or that may become a lien against Tracts C or D. If the closing of the exchange occurs between January 1 and November 1 , Windsor shall, in accordance with Section 196.295, Florida Statutes, place in escrow with the county tax collector an amount equal to the current taxes prorated to the date of transfer, based upon current assessment and millage rates. If the closing occurs on or after November 1 , Windsor shall pay to the county tax collector an amount equal to the taxes that are determined to be legally due and payable by the county tax collector. 12. CLOSING PLACE AND DATE. The closing shall be on or before eighteen ( 18) months after approval of this Agreement by the last of the parties to do so. If a defect exists in the title, title commitment, Survey or environmental site assessment, or in any other documents required to be provided under this Agreement, however, the closing shall occur either on the original closing date or within 60 days after receipt of documentation of any removal of defects required to be removed by this Agreement, whichever is later. BOT shall set the date, time and place of closing. It is understood and agreed that if final completion of new park facilities on Golden Sands Park, as described in "Additional Obligations of Windsor" in the Addendum to Exchange Agreement, are not completed in time to allow a closing within the closing times or other applicable deadlines set forth in this Agreement, Windsor may request extension of such time or times, and reasonable requests for such extensions will be granted by County and BOT. 13 , RISK OF LOSS AND CONDITION OF PARCELS. Each party assumes all risk of loss or damage to the property currently owned by it prior to the date of closing and agrees that each party's parcel shall be transferred and conveyed to the receiving party in the same or essentially the same condition as of the date of execution of this Agreement, ordinary wear and tear excepted. If between the date this Agreement is executed by the parties and the date of closing the condition of any parcel as it existed on the date this Agreement is altered by an act of God or other natural force beyond the control of the parties, the party who is to receive the altered parcel may elect, at said recipient's sole option, to terminate this Agreement and neither party shall have any further obligations under this Agreement. Windsor represents and warrants that there are no parties other than Windsor in occupancy or possession of any part of Tracts C and D. Windsor warrants that there are no facts known to Windsor materially affecting the value of the property to be received by BOT that are not readily observable by BOT or which have not been disclosed to BOT. All wells located on Tracts C and D shall be duly abandoned at Windsor' s sole cost and expense prior to closing unless this requirement is waived in writing by County or BOT, as applicable. Windsor agrees to clean up and remove all abandoned personal property, refuse, garbage, junk, rubbish, trash and debris (hereafter, "trash and debris") from Tracts C and D to the satisfaction of the receiving party prior to closing. If Windsor does not so remove all trash and debris prior to closing, the receiving party, at its sole option, may elect to: (a) collect from Windsor the estimated expense necessary to remove trash and debris and proceed to close, with the receiving party incurring any additional expenses necessary to remove all trash and debris and clean up subsequent to closing, (b) extend the amount of time Windsor has to remove all trash and debris, or (c) terminate this Agreement, and no party shall have any further obligations under the Agreement. 14. RIGHT TO ENTER AND POSSESSION. Each party agrees that from the date this Agreement is executed by the parties, officers, attorneys and duly authorized agents of each party, upon reasonable notice, shall have at all times the right and privilege of entering the other parties' parcels for all lawful purposes in connection with the this Agreement. 4 BLA- 104 , Revised 01 /26/06 As to any entrance by and activities of Windsor (or its representatives, agents or contractors) on lands owned by County and BOT, Windsor shall hold harmless, indemnify, and defend County and Windsor, as the case may be, from and against all liabilities, damages, claims, or judgments, including, without limitation, reasonable attorney fees, arising from or in any way connected with injury to or the death of any person, or physical damage to any property, resulting from any negligent act or omission of Windsor. As to any entrance by and activities of County (or its representatives, agents or contractors) on lands owned by BOT or Windsor, County will be responsible for injury or damage for which it is determined to be legally liable. As to any entrance by and activities of BOT (or its representatives, agents or contractors) on lands owned by County or Windsor, BOT will be responsible for injury or damage for which it is determined to be legally liable. Each party shall deliver possession of that party's parcel to the receiving party at closing. 15 . ACCESS. Windsor warrants that there is legal and practical ingress and egress for Tracts C or D over public roads or valid, recorded easements for the use and benefit of and as an appurtenance to such properties. 16. DEFAULT. If any party defaults under this Agreement, the other party or parties may waive the default and proceed to closing, seek specific performance, or refuse to close, each without waiving any other remedy permitted by law or in equity resulting from the default; provided that the parties hereto specifically waive any action for damages. It is understood by the parties that Windsor will act in reliance upon this Agreement in designing and constructing the new park facilities for the Golden Sands Park, as described in section C (Additional Obligations of Windsor) in the Addendum to Exchange Agreement, prior to closing of the exchange. 17. BROKERS. Windsor and County warrant that no persons, firms, corporations or other entities are entitled to a real estate commission or other fees as a result of this Agreement or subsequent closing, except as accurately disclosed on the disclosure statement required in paragraph 8. 18. RECORDING. Neither this Agreement, nor notice of it, may be recorded in any county or counties. 19. ASSIGNMENT. This Agreement may not be assigned without the prior written consent of all other parties. 20. TIME. Time is of essence with regard to all dates or times set forth in this Agreement. 21 , SEVERABU=. If any of the provisions of this Agreement are deemed to be unenforceable and the unenforceability of said provisions does not adversely affect the purpose and intent of this Agreement, the enforceability of the remaining provisions of this Agreement shall not be affected. 22. SUCCESSORS IN INTEREST. This Agreement shall bind and inure to the benefit of the parties and their respective heirs, legal representatives and successors. Whenever used, the singular shall include the plural and one gender shall include all genders . 23 . ENTIRE AGREEMENT. This Agreement contains the entire agreement between the parties pertaining to the subject matter contained in it and supersedes all prior and contemporaneous agreements, representations and understandings of the parties. No supplement, modtttcation or amendment to tris Agreement shah be binding uuicss executed in writing by the parties. Notwithstanding the foregoing, the parties acknowledge that the legal descriptions attached to this Agreement were prepared based upon historic chain of title information without the benefit of a current survey of the Tracts. The parties agree that if, in the opinion of the parties, it becomes necessary to amend the legal descriptions of the Tracts to correct errors, to more properly describe the Tracts, to cut out portions o f the Tracts affected by title defects unacceptable to BOT or that cannot be timely cured by Windsor, or to otherwise revise the legal description of the Tracts, the legal descriptions to be used in the Surveys (if any) and in the closing instruments required by this Agreement shall be revised by or at the direction of DSL, and shall be subject to the final approval of the parties. Anything to the contrary hereinabove notwithstanding, such a revision of the legal descriptions of the Tracts shall not require a written amendment to this Agreement. In such event, Windsor's execution and delivery of the closing instruments containing the revised legal description(s) and County and BOT's acceptance of said instruments and of the final Survey (if any) containing the revised legal description(s) shall constitute a full and complete ratification and acceptance of the revised legal description(s) of the Tracts by the parties. 5 BLA404 , Revised 01 /26/06 County acknowledges that the Trustees have made various delegations of power for the purpose of land acquisition, and not all representatives of the Trustees or the DSL have authority to act in all situations . Consequently, this Agreement may be terminated by the Trustees pursuant to any provision therefor contained in this Agreement only in writing signed by the person or persons who signed this Agreement on behalf of the Trustees or that person ' s successor. 24 . WAIVER. Failure of any party to insist upon strict performance of any covenant or condition of this Agreement, or to exercise any right herein contained, shall not be construed as a waiver or relinquishment for the future of any such covenant, condition or right; but the same shall remain in full force and effect. 25 . AGREEMENT EFFECTIVE. This Agreement or any modification, amendment or alteration thereto, shall not be effective or binding upon any of the parties hereto until it has been executed by all of the parties hereto . 26. ADDENDUM. The "Addendum to Exchange Agreement" is attached hereto, incorporated by reference, and shall be deemed a part of this Agreement. 27 , NOTICE. Whenever a party desires or is required to give notice unto the other, it must be given by written notice, and either delivered personally, transmitted via facsimile transmission, mailed postage prepaid, or sent by overnight courier to the appropriate address indicated on the first page of this Agreement, or such other address as is designated in writing by a party to this Agreement. 28 , SURVIVAL. The covenants, warranties, representations, indemnities and undertakings of Windsor and County set forth in this Agreement shall survive the closing, the delivery and recording of the deeds and possession of the properties to be received by the parties . IF COUNTY AND WINDSOR DO NOT EXECUTE THIS INSTRUMENT ON OR BEFORE BOT SHALL BE UNDER NO OBLIGATION TO ACCEPT THIS INSTRUMENT. BOT ' S EXECUTION OF THIS INSTRUMENT IS SUBJECT TO APPROVAL BY THE BOARD OF TRUSTEES OF THE INTERNAL IMPROVEMENT TRUST FUND OF THE STATE OF FLORIDA. BOT' S DUTY TO PERFORM HEREUNDER IS CONTINGENT ON: ( 1 ) CONFIRMATION THAT THE VALUE OF THE PROPERTY TO BE CONVEYED BY BOT IS NOT IN EXCESS OF THE DSL APPROVED VALUE FOR THE PROPERTY TO BE RECEIVED BY BOT, AND (2) DSL APPROVAL OF ALL DOCUMENTS TO BE FURNISHED HEREUNDER. THE STATE OF FLORIDA'S PERFORMANCE AND OBLIGATION TO PAY UNDER THIS AGREEMENT IS CONTINGENT UPON AN ANNUAL APPROPRIATION BY THE FLORIDA LEGISLATURE . THIS IS INTENDED TO BE A LEGALLY BINDING AGREEMENT. IF NOT FULLY UNDERSTOOD, SEEK THE ADVICE OF AN ATTORNEY PRIOR TO SIGNING . BOARD OF COUNTY COMMISSIONERS INDIAN RIVER_COUNTY, ORIDA BYCA ' o Arthur R. Neuberger, BY : ro) a ip A. Josep aird, as ounty Administrator Approved as to fo { attxf , Jeffrey K. Barton Clerk of Court Attest County Attorney 6 BLA- 104, Revised 01 /26/06 WINDSOR PROPERTIES, a Florida General Partnership WITNESS: By: TO T, INC, A Florida Corporation �� , As Its: Au o ' ed General P er Name: By: .' Name: Jo A. Brough VATTIESS: L As Its: sident Name: BOARD OF TRUSTEES OF THE INTERNAL 11"ROVEMENT TRUST FUND OF THE STATE OF FLORIDA BY DMSION OF AAILOF THE FLORIDA ENVIRO A BY: )itne as to BOT Name: As its: fb ess to T z 2 - 0 . D Date signed by BOT Approved o d Le ality By: wr n / Date: 1 / 0 6a STATE OF) COUNTY OF The foregoing instrument was acknowledged before me this day of Mw-+LL 2006, by John A. Brough. Such person(s) (Notary Public must check applicable box): t personally known to me. produced a current driver license(s). U produced as identification. (NOTARY PUBLIC SEAL) Nkary Public w �. s w�llu�► _wry�� -+ &Opyf, cr e. mat Q ` % GO4 TAMARA SUE PRIDDY (pr��, Typed or Stamped Name of �, _ Notary Public State of Florida �Y ) lit W Commission Expires Doc 21, 2006 No Public Commission # DD 153816 of ilor1ded By National Notary Assn. Commission No My Commission Expires,• STATE OF FLORIDA COUNTY OF LEON ) The oregoing instrument was acknowledged before me this_�_day of � Ce*ApVi 1;'2006, by ►/ Division of State Lands, I3epartment of Environmental Protection, as agent for and on behalf of the BoaAd of Trustees of the Internal Improvement Trust Fund of the State of Florida. He/She is personally known to me. (NOTARY PUBLIC SEAL) Zt4 jo Notary Public : C Mrhission # DD341437 y *- r � LA�l11bb = ik - 1 (Printed, TyOW& giiipid Name of Notary Public) Commission No. : My Commission Expires: 6b WINDSOR OPERTIES, a Florida General P shi WITNESS : By: Q 44 Name : D �9 �pD ;� aAt,re& Name : .. Title : t •s � . a�¢✓� WITNESS : Name : M wS N . BOARD OF TRUSTEES OF THE INTERNAL IMPROVEMENT TRUST FUND OF THE STATE OF FLORIDA BY DIVISION OF STATE LANDS OF THE FLORIDA DEPARTMENT OF ENVIRONMENTAL PROTECTION BY: Witness as to BOT Name: As its : Witness as to BOT Date signed by BOT Approved as to Form and Legality By: Date : STATE OF) !4( araZ l ) COUNTY OF �Q•� The foregoing instrument was acknowledged before me thisFIC day of (V WO 200 lg by .� ,p Vt... �uch person(s) (Notary Public must check applicable box) : [_✓� is/are personally known to me. r] produced a current driver license(s) . U produced as identification. 7 BLA- 104 , Revised 01 /26/06 (NOTARY PUBLIC SEAL) otary Public Q (Printed, Typed or Stamped Name of Notary Public) EPM4 rTAMARASUE PRIDDy n: Notary Public Stpte of Florida Commission No MYComrr>ssanExpiresDec21 ,Commission DD 153816 My Commission Expires : p ` Bonded By Nc tionol Notary Assn . STATE OF FLORIDA ) COUNTY OF LEON ) The foregoing instrument was acknowledged before me this day of , 200_, by . Division of State Lands, Department of Environmental Protection, as agent for and on behalf of the Board of Trustees of the Internal Improvement Trust Fund of the State of Florida. He/She is personally known to me. (NOTARY PUBLIC SEAL) Notary Public (Printed, Typed or Stamped Name of Notary Public) Commission No. : My Commission Expires: 8 BLA- 104 , Revised 01 /26/06 ADDENDUM BENEFICIAL INTEREST AND DISCLOSURE AFFIDAVIT (CORPORATION/PARTNERSHIP) ss' Before me, the undersigned authority, personally appeared MARK JUSTICE ("affiant"), this 2) day of November, 2006, who, first being duly sworn deposes and says: 1 ) That affiant, Mark Justice, is the Vice President of Torwest, Inc., which corporation is general partner of Windsor Properties, a Florida General Partnership, ("Windsor"), whose address is 3125 Windsor Blvd., Vero Beach, Florida, 32963 , and in such capacity has personal knowledge of the matters set forth herein and has been duly authorized by Windsor to make this affidavit on Windsor' s behalf. That Windsor is the record owner of Tracts C, D and E. As required by Section 286.23, Florida Statutes, and subject to the penalties prescribed for perjury, the following is a list of every "person" (as defined in Section 1 .01 (3), Florida Statutes) holding 5% or more of the beneficial interest in the disclosing entity: (if more space is needed, attach separate sheet) Name Address Interest Torwest, Inc., (as to a 90.05% interest) and Windsor Partners, Inc., (as to a 9.95% interest) are both general partners of Windsor, and are the only partners of Windsor. All of the shares of Windsor Partners, Inc., are owned by Torwest, Inc. The following are all of the owners of 5% or more of Torwest, Inc.: Wittington Investments, Ltd. ; and Galewest, Ltd. The following are all of the owners of 5% or more of Galewest, Ltd. : W. Galen Weston. The following are all of the owners of 5% or more of Wittington Investments, Ltd. : W. Galen Weston; the Weston Canada Foundation, a non-profit charity organized as such under Canadian law (No private person has a beneficial interest in The Weston Canada Foundation.); and, Grosvenor Limited, a family trust. However, no person owns 5% or more of the beneficial interest of the disclosing party (Windsor Properties) except W. Galen Weston, and the Weston Canada Foundation. n ♦ �� lY1' .. .. � .. 1 , a .1, l-. r ,. R rt cla! i tn est {� ; o r. nl Potate �� :La► tv we L"t of ,hc a...aiA%, kuov;Lo"gc, all rcroor.a :: ..c . a� . . . _ n_ . . a . r . it t. __ ts , e transaction or who have received or will receive real esUde commissions attornev's or consultant's fees or anv other fees or other benefits incident to the conveyance of Tracts C, D and E: (if non-applicable, please indicate "None" or "Non-Applicable") Name Address Reason for Pavment Amount Collins, Brown and Caldwell, Attorney's; 756 Beachland Blvd., Vero Beach, Florida, 32963 ; Attorney' s fee; amount ongoing to be determined prior to closing. Charles Hardee, Attorney; 1117 Harbert St. , Tallahassee, Florida, 32303 ; Attorney' s fees amount ongoing to be determined prior to closing. BLA432 REVISED 5/9/02 7 Kimley-Horn and Associates; 601 215t Street, Suite 300, Vero Beach, Florida, 32960; consulting fees for survey, mapping, engineering and consulting services; ongoing to be determinedprior to closing. 3) That, to the best of the affiant's knowledge, the following is a true history of all financial transactions (including any existing option or purchase agreement in favor of affiant) concerning Tracts C. D and E that have taken place or will take place during the last five years prior to the conveyance of title to the State of Florida: (if non-applicable, please indicate "None" or "Non-Applicable") Name and Address Type of Amount of of Parties Involved Date Transaction Transaction NONE This affidavit is given in compliance with the provisions of Sections 286.23 , 375 .031 ( 1 ), and 380.08(2), Florida Statutes, AND FURTHER AFFIANT SAYETH NOT, Mark Justice, Vice resi nt of Torwest, Inc., general partner f mdsor Properties, a Florida general p STATE OF FLORIDA) COUNTY OF INDIAN RIVER) SWORN TO and subscribed before me this day of November, 2006, by Mark Justice, as Vice President of Torwest, Inc., general partner of Windsor Properties, a Florida general partnership. Such person(s) (Notary Public must check applicable box): [ (are personally known to me. [ ] produced a current driver license(s). [ ] produced as identification. (NOTARY PUBLIC SEAL) ow% WetarylPublic EIX11% TAMARA SUEPRIDDY T 4w.era Say cm % ;Q Notary Public State of Florida_ � (Printe Typed or Stamped Name of E0esDec2l , M= Notary Public) ` commission p DD 153816 Commission No. : 30r!cied %t National Notary Assn. rpmMy Commission Expires: BLA432 REVISED 5/9/02 7a ADDMMUM ( FLORIDA GENERAL PARTNERSHIP ) A . At the same time that Windsor Properties , a Florida general partnership ( " Windsor " ) submits the closing documents required by paragraph 9 . of this Agreement , Windsor shall also submit the following to DSL : 1 . All certificates , affidavits , resolutions or other documents as may be required by DSL or the title insurer , which authorize the sale of the Property to BOT in accordance with the terms of this Agreement and evidence the authority of one or more of the general partners of Windsor to execute this Agreement and all other documents required by this Agreement , and 2 . Copy of proposed opinion of counsel as required by paragraph Be below . Be As a material inducement to BOT entering into this Agreement and to consummate the transaction contemplated herein , Windsor covenants , represents and warrants to BOT as follows : 1 . Windsor ' s execution of this Agreement and the performance by Windsor of the various terms and conditions hereof , including , without limitation , the execution of all agreements , notices and other documents hereunder , have been duly authorized by the requisite partnership authority of Windsor . 2 . Windsor is a general partnership duly organized and validly existing under the laws of the State of Florida and is duly qualified to own real property in the State of Florida . 3 . This Agreement , when executed and delivered , will be valid and legally binding upon Windsor and enforceable in accordance with its terms and neither the execution of this Agreement and the other instruments to be executed hereunder by Windsor , nor the performance by it of the various terms and conditions hereto will violate the terms of the partnership agreement or any amendment thereto . At the closing , Windsor shall deliver to BOT an opinion of counsel from an attorney licensed to practice law in the State of Florida and an active member in good standing with the Florida Bar , to the effect that the covenants , representations and warranties contained above in this paragraph Be are true and correct as of the closing date . In rendering the foregoing opinion , such counsel may rely as to factual matters upon certificates or other documents furnished by beneficiaries , partners , officers , officials and other counsel of Windsor , and upon such other documents and data as such beneficiaries , partners , officers , officials and counsel may deem appropriate . 8 WINDSOR BOT BOARD OF TRUSTEES OF THE INTERNAL WINDSOR PROPERTIES , a IMPROVEMENT TRUST FUND OF THE STATE OF Florida general partnership FLORIDA By : TO W T , INC . , it ' s authorized gener 1By : By : (,,// President NAME : Print me : TITLE : BUREAU OF LAND ACQUISITION , DIVISION OF STATE LANDS , DEPARTMENT OF ENVIRONMENTAL PROTECTION , as agent for and on behalf of the Board of Trustees of the Internal Improvement Trust Fund of the State of Florida Date signed by Windsor Date signed by BOT REV . 02 / 98 BLA - 145 . 1 8a EXHIBIT: Before Exchange Exhibit 9 BLA- 104 , Revised 01 /26/06 BEFORE EXCHANGE N.T.S. n . WA MEAN NIGN 'fER , UNE APPROXIMATE OXIMATE -T 77A • • .1 ' • a • Trustees arcel vb $ rcel • . •• w9.3 ac " wp¢ IN 6i , ME Yd1? Sq x' 3 : _ aAF. a i1wY ,�k,. ; ahn. .e tE: •e � . -- r • >t INDIAN RIVER COUNTY / TRUSTEES ' ��❑ LAND EXCHANGE and A -Han and Associates, Inc. 06-02-06 EXHIBIT: After Exchange Exhibit 10 BLA- 104 , Revised 01 /26/06 a i # p ' Ail x x a� - r- . „r_.x � �rzrrrr -:' -. <^mxa. - _,+.:•'. > � at' e• � 1'�-F`--� . . '�="K" ` tea. -, _ - x 1 � r 1 . 1 1 • EXHIBIT: Parcel Location Reference (aerial map) 12 BLA- 104 , Revised 01 /26/06 PARCEL LOCATION REFERENCE NORTH N.T.S. ,rtAr+ Hui+ wAIM U"f' Atlantic Ocean — . _ . APPROOMATE Y } I � w fi dr ' �« S Al? , r M' = ;tr^*.AmF INDIAN RIVER COUNTY / TRUSTEES ' ❑� ❑ LAND EXCHANGE and s-Horn and Assoaates, Inc. 10-18-06 E)=rr: Index to Legal Descriptions Tract Reference in Grantor to Grantee in deed Exhibit containing legal Generalodescription of Agreement (from north to to be recorded at closing of description south inproject) ro 'ect exchange Tract 100 +/- feet in width, Tract A BOT to Windsor A formerly known as the Spallone tract, at north end of project, to be conveyed to Windsor. Tract B County to Windsor B Tract +/- feet in width, north part of current Golden Sands Park, to be conveyed to Windsor with shift of Park to south. Tract C Windsor to County C Tract — +/- feet south of current Golden Sands Park owned by Windsor, to be conveyed to County with shift of Park to the south. Tract D Windsor to BOT D Tract 125 +/- feet in width at south end of project, to be conveyed by Windsor to BOT. Tract E County to BOT E Conservation easement to be conveyed by County to BOT, southerly 50+/- feet of new Park after exchange. Part of Windsor to County Tract, 11 BLA- 104 , Revised 01 /26/06 EXHIBM Parcel Location Reference (aerial map) 12 BLA- 104 , Revised 01 /26/06 � \ S . y , v 1 - ♦ PARCEL LOCATION REFERENCE ypgq 1 N r 2 : k F. ,: . . - :,�,��:w 's .-fir. �. _ , _ :- � �., `::.. , " . . '.:; , . ,n,`�y— �.^�.�'_yz -" . '�- ,'-na•� y�ayMnliil�s��a{ � N a � �,�= � s, s �. �- „,s',; � r+,�' ; }'sa ;`� G, :�.+,.- -a a-.. -^ c+e rF"c_ ar o- L 3r.R.u�..�sxirmfx.�i."i�"'$k a � + '�d ��” , �7�°' ��+ ic+" �;�'c `^��• -'rte ��a - - "b'� xT:�t � P �i,4 1[' b' ^'♦"i ^�:��', +', SYmRrz'�y�r Y. . Z 3 d � h � - J �. r , a • INDIAN ♦ RIVER COUNTY TRUSTEES ' 1 LANDEXCHANGE 1 VIM 1 1 EXHIBIT: Index to Legal Descriptions Tract Reference in Grantor to Grantee in deed Exhibit containing legal General description of Agreement (from north to to be recorded at closing of description Tract south inproject) exchange Tract A BOT to Windsor A Tract 100 +/- feet in width, formerly known as the Spallone tract, at north end of project, to be conveyed to Windsor. Tract B County to Windsor B Tract +/- feet in width, north part of current Golden Sands Park, to be conveyed to Windsor with shift of Park to south. Tract C Windsor to County C Tract _ +/- feet south of current Golden Sands Park owned by Windsor, to be conveyed to County with shift of Park to the south. Tract D Windsor to BOT D Tract 125 +/- feet in width at south end of project, to be conveyed by Windsor to BOT. Tract E County to BOT E Conservation easement to be conveyed by County to BOT, southerly 50+/- feet of new Park after exchange. Part of Windsor to County Tract. 11 BLA- 104 , Revised 01 /26/06 P: \Survey\86901 .01 \dwg\TITLE TRANSFER EX 10- 19-0&dwg, Oct 19, 2006 — 2: 26.48PM, KS 1DONOVANv KErw BASRVILLE • LEGAL DESCRIPTION F1aosESUM a AX, INC . EXHIBIT A 4° '� `- TNNOVATI" TATFRASTRUCTURR SOLUTIONS Til! YO111111iL MD TOMN5NI'' 3t Milul"I , TL 3" (UIPU-2641 reaGoowtC TA77!!Sfi o nee w11Gf: SUH 39 EW i i A parcel of land lying and being in Section 14, Township 31 South, Range 39 East, Tallahassee base meridian , Indian River County, Florida , being more particularly described as follows: Commencing at the southHest earner of Government Lot 2, Section 14 , Township 31 South , Ranee 39 East, Indian River County Florida; . Thence, bearing North 89'45' 10" East , along the south iine of said Government lot 2 , a distance of 865 . 92 feet to a point on the easterly Right of Way line of State Road A- 1 —A, as shown on Florida Department of Transportation Right of way Mop Section No. 88070- 2102 , doted 10/21 /57 ; Thence, bearing North 24' 24'50" West, along said Right of Way line , a distance of 1027,82 feet to the Point of Beginning of the herein described parcel of land; Thence, bearing North 24'24'50" West, along said Right of Way line, a distance of 109 . 62 feet to a point; ( hence , leaving said Right of Way line of State Road A- 1 —A, bearing North 89' 45'09 " East a distance of 573. 51 Feet to a point at he Mean High Water Line of the Atlantic Ocean; r Thence , bearing South 2601847" East, along said Mean High Water tine , a distance of 111 .32 feet to a point; Thence , leaving said Mean High Water Line, bearing South 89' 45'09 " West, a distance of 577 .55 feat to a point on the aforesaid easterly Right of Way line of State Read A-- 1 -A, and the point being the Point of Beginning . The ubove described parcel of land contains an area of 57,553 square feet or 1 . 321 acres, more or less. Subject to any and all easements and conditions as Icontained within the chain of title. BW APPROVED or- NERAL NOTES : 6. THE HORIZWTAI, COORDtWWITE SYSTEM AND BEARINGS NO UNDERGROUND WSTAUA110H OR U PROVEIAENTS HAVE SHONRT HEREON ARE BASED ON THE FLORIDA STATE PLANE BEEN LOCATED EXCEPT THOSE SHOMN HEREON. COORDINATE SYSTEM, FAST ZONE, NORTH AMERICAN DATUM 0r 1903, love AMSTOWT. THE CONTROL MONUMENTS S 2 SASKERVILUE- 00 NWAN, INC. CERTIFICATE OF UTILIZED TO ESTABLISH Tai SURVEY WERE FLORIDA LEGEND AUTHORIZATON NUMBER 10 PROWOE SURVEYING SERVICES IS DEPARTMENT OF TRANS70RTA'DOR REFUIENICE MONUMENT LaD340 66-76-AHO HAVING A COORDINATE VALUE OF NW74NG4 10265,223.229 AND AN EASTWO OF 847,006,329 AND PXaPOINT OF COMMXEMENT 3 IS ORAWNC NOT FVAAUD IORN)A�THOUT THERED SUNATURE AND MONUMENT 88-78-All �O COOORMAAT�ALLU7E OF P08MPOINf OF BEGINNING I Wkvmrk 63/90. SAID VALUES WRE CONVCRTED "ROM HAD 27 R! =RJGfi OF WAY + .. THE uNFl7RMATICN USE1} FOR iFNE ixHEATMpN OF THS] COONWNATE DATUM AS LISTED ON THE PIAT OF INDIAN RIVER P8=PUT 800E COUNTY COASTAL CONSiRUCAON CONPM LME. PIAT BOOK PC== PAGE SKETCH WAS OBTAINED FROM A BOUNDARY SURVEY BY 12, PAGI 32, PUBUJC WIX)RDS OF WdAN RIVER COUNTY, MfiV029= NATIONAL CEOOETiC VERTICAL DASKIMM LE DONOVAN PROJECT NO 68901 .01 AND A FLOR(D,II 3OUNDARY SURVEY BY KIMLEY-HORN AND ASSOCIATES, DATUM OF 1929 PROJECT NO 047013006 DATED 07- 14 •-04 7, THE BEARINGS SHO1IN HEREON ARE BASED ON TFtf FLORIDA STATE PLANE COMD14AIC STSXM, UST CNE, 5. NO INSI'NUMENTS OF ACCORD ITFYtECTNG EASEMENT$, NORTH AMERICAN DATUM OF 19MI UD AS ?1CHTS- CF-WAY ANDM OWNERSHIP WERE FURNISIN6D THIS REFERENCED ABOVE. THE 7 R'6HT OIFfr AN :,URVEYOR EJ(CE!' 1 AS SHUNIFJ HEREIRN. A-1 -A �Alki NORTH 24 " MESLe CIC1(ED 9Y KS 24rAdpel N60rM 4 naMo N0. QY . DE5CRiPMN - GATE °"6 M-y 72 00 74 Ant to Sod" 5F ME N/A NOT V" Wirma 11f f.8, PACE SiQr4 m MIO THE 08[ w SOWYOWA RR DIU01 8'r: KS 1 of 2 N0. EXHIBIT A Legal Description Tract A EXHIBIT B Legal Description Tract B EXHIBIT C Legal Description Tract C EXHIBIT D Legal Description Tract D EXHIBIT E Legal Description Tract E 13 BLA- 104 , Revised 01 /26/06 N: \bUrvey \ObyUI .UI \aWg \ IIILt IKANbI•tK LA IU— IV—Uo .awg, UCI ly, ZVUb — [:zo:JIrM, K5 BASKERVILLE - SKETCH PROJECT. 88901A1 DONOVAN , INC . log SURVEY DATE: NOT A SURVEY EXHIBIT A SECTION: 14 INNOVATIVE INFRASTRUCTURE SOLUTIONS TO ACCOMPANY LEGAL DISCRIPTION TOWNSHIP' 31 7176 VURRM NO WUo6RN4 TL SUN (62/)M6 sees NOT A SURVEY NOT TO SCALE RANGE: SOU1H 39 EASE mcm u mla ausW=: nwoON340 OCEAN BLUFF SU601WSION PB 12 PG 54 N89'48'09"E 573.51 ' EXHIBIT A NORTH \ Jyr- THE SOUTH SOUTH OF THE NORTH MEN TS LESS THE SOUTH 4 T Ni GOVERNMENT r* for z, secnoN u, rowHSHly 31 sautes, g 57 559 SQ FT OR 1. 321 ACRES •�• t�' RANCE 39 EAST \ <^ SOUTH UNE OF THE NORTH 400. OF GOVERNMENT LOT 2 CAyE NORTH UNE OF THE SOUTH 200' OF THE NORTH 600' OF GOVERNMENT LOT 2 NOT �O $ S89'45'09"W 577,55' \ P O. B \ GOVERNMENT LOT 2 LYIA'G EAST OF STATE r� t ROAD A—f— A, LESS THE NORTH 400 ' THNREOF, 't SECTION 14, TOWNSHIP $f SOUTH, js �r RANGE 99 EAST ��� - A 40 y 0 g, 9i r • N , p,7 op t J 7 ?, 2 +st P or, 0 IVoY�3' 3 4, l UN O c to O O N `A \ C1 ' % \ .i O 7 Z 77 O ' i \ Z EXISTING GOLDEN SANDS P. O. C. soups r CORNER \ GOVERNMENT Lor 2 \ sOUTI! UNE GOVERNMENT LO 2 _ N89'45'10"E 885.92' CHECKED BY: 1(S REVISIONS N04 BY DESCRFRON DATE SCALE: NOT TO SCALE F.B. PAGE , DRAWN DY' NS sNEr 2 OF 2 P:\Survey\86901 .01 \dwg\TITLE TRANSFER EX 10- 19-06.dwg. Oct 19, 2006 — 2:32:28PM, KS BASKERVILLE - LEGAL DESCRIPTION PROJECT e89O1,01 E& 11DONOVAN2 INC . EXHIBIT B �D.1M. 4� NOT A SURVEY INNOVATIVE INFRASTRUCTURE SOLUTIONS TOWNSEOW. 31 7175 Y1IRRRIL ROU 1078DURNI, n. 3N O (32I) s4-3063 RANCE SOtRN 39 EASTmclKi m; BOsOMG4st RR-Da0a310 A parcel of land lying and being in Section 14, Township 31 South , Range 39 East, Tallahassee base meridian , Indian River County, Florida , being more particularly described as follows: Commencing at the southwest corner of Government Lot 2, Section 14 , Township 31 South , Range 39 East, Indian River County Florida ; Thence, bearing North 89' 45' 10" East, along the south line of said Government lot 2, a distance of 865 .92 feet to a paint on the easterly Right of Way line of State Road A-- 1 —A, as shown on Florida Department of Transportation Right of way Map Section No. 88070 -2102 , dated 10/21 /57 ; 1 Thence, bearing North 24'24' 50" West, along said Right of Way line, a distance of 419 .51 feet to the Point of Beginning of the herein described parcel of land; i Thence, bearing North 24'24' 50" West, along said Right of Way line, a distance of 608.31 feet to a point; Thence, leaving said Right of Way line of State Road A— I - A, bearing North 89' 45'09 " East a distance of 577.55 Feet to a point on the Mean High Water Line of the Atlantic Ocean ; Thence, bearing South 26' 18' 47" East, along said Mean High Water Una , a distance of 98.03 feet to a point; Thence, bearing South 28'25' 11 " East, along said Mean High Water line, a distance of 441 . 87 feet to a point; Thence, bearing South 2731 '33" East, along said Mean High Water line, a distance of 83.65 feet to a point; i Thence, leaving said Mean High Water Una, bearing South 89045'09 " West, a distance of 611 .92 feet to a point on the aforesaid easterly Right of Way line of State Road A- 1 —A, and the point being the Point of Beginning . I The above described parcel of land contains on area of 331 , 451 square feet or 7 . 609 acres, more or less. Subject to any and all easements and conditions as contained within the chain of title . GENERAL NOTES . 8, THE HORIZONTAL COORDINATE SYSTEM AND BEARINGS 1 , NO UNDERGROUND INSTALLATION OR IMPROVEMENTS HAVE SHOWN HEREON ARE BASED ON THE FLORIDA STATE PLANE ; BEEN LOCATED EXCEPT THOSE SHOWN HEREON. COORDINATE SYSTEM, EAST ZONE, NORTH AMERICAN DATUM OF 1883, 1900 ADJUSIMENT. THE CONTROL MONUMENTS 2 BASKFJtVILLEmDONOVAN, INC. CERTIFICATE OF UTILIZED TO ESTABLISH THIS SURVEY WERE FLORIDA LEGEND AUTHORIZATION NUMBER To PROVIDE SURVEYING SERVICES IS DEPARTMENT OF TRANSPORTATION REFERENCE MONUMENT 180340 66-78—A10 HAVING A COORDINATE VALUE OF NORTHING: 1 ,255,223.229 AND AN EASTING OF 847,006.325 AND POC=POINT OF COMMENCEMENT i 3. THIS DRAWING NOT VAUD WITHOUT THE SIGNATURE AND MONUMENT 88-78—All HAVING A COORDINATE VALUE OF POB•POINT OF BEGINNING ! ' ORIGINAL SEAL O' A FLORIDA REGISTERED SURVEYOR k NORTHING: 1,251,561.213 AND EASTING: 848,868.737 NAO R =RIGHT OF WAY MAPPER. 83/90, SAID VALUES WERE CONVERTED FROM NAD 27 COORDINATE DATUM AS LISTED ON THE PLAT OF INDIAN PB=PLAT BOOK 4. THE INFORMATION USED FOR THE CREATION OF THIS RIVER COUNTY COASTAL CONSTRUCTION CONTROL UNE, PLAT PG= PAGE SKETCH WAS OBTNNEO FROM A BOUNDARY SURVEY BY BOOK 12, PAGE 32, PUBLIC RECORDS OF INDIAN RIVER NGVD29= NATIONAL GEODETIC VERTICAL BASXERVILLE DONOVAN PROJECT NO 86901 .01 AND A COUNTY, FLORIDA BOUNDARY SURVEY BY IOMLEY—HORN AND ASSOCIATES, DATUM OF 1929 PROJECT NO D47013006 DATED 07-14-04 7. THE BEARINGS SHOWN HEREON ARE BASED ON THE FLORIDA STATE PLANE COORDINATE SYSTEM, EAST ZONE, 5, NO INSTRUMENTS OF RECORD REFM71NO EASEMENTS, NORTH AMERICAN DATUM OF 1 1990 ADJUSTMENT RIGHTS—OF—WAY AND/OR OWNERSHIP WERE FURNISHED THIS REFERENCED ABOVE. Tiff EA OMT OF WAY UNE F SURVEYOR EXCEPT AS SHOWN HEREON, A-1 —A BEARS NORTH 24'2 ' WEST. REVISIONS The legal d� awn d IN e M6lhnam KS as . aAh B PM sulveyae SCALE: N A N0, BY DESCRIP110N DATE and Mappers M Ch 17-1 Adaid W Se 472,027 kiln to at of ke0e1. NOT VALID WRHOUr THE F B. PACE SICNA7URE AND THE ORIONAL USED SEN. OF A FLORIDA DYR7 BYc EYOR i UCENSEO SURVKS T' SNeET: 1 OF 2 FLORIDA PR ElEiE . 5498 P:\SurveAB6901 .01 \dwg\TITLE TRANSFER EX 10- 19-06 .dwg, Oct 190 2006 — 2:36:04PM4 KS ® BASKERVILLE ' SKETCH RROJECT: 96901 .01 DONOVAN, INC . EXHIBIT B SWnM NOHV 14DATE NOT A SURVEY INNOVATIVE INFRASTRUCTURE SOLUTIONS 7176 NO= ROAD TO ACCOMPANY LEGAL DISCRIPTION TWISHIPO 31 muoulm IL 32940 (321)M-3660 NOT A SURVEY NOT TO SCALE IRMN mfo eus9m YD-0000340 RANGE SOUTH 39 EAST OCEAN BLUFF SUBDIVISION PB 12 PG 54 EXHIBIT A S89645' 09" W 577. 55' NOT TO SCALE SOUTH LINE OF THE NORTH 400' OF GOVERNMENT LOT 2 NORTH LINE OF THE SOUTH 200' OF THE NORTH 600' OF GOVERNMENT LOT 2 mo a �:,A �a 9Nc� `'A j• /l Apo p �a EXHIBIT B $� 7 � ` a, 331, 451 SQ FT OR 9: 608 ACRESo* Iry Z Lon� ��� �? 9 0j s ` -A 0. B. EXHIBIT B aw �c C z N\ S89445' 09"W 611 . 92' �o th s p SOUTHWEST CORNER GOVERNMENT LOT 2 \ �- T84511 0"E 865. 92' SOUTH LINE GOVERNMENT LOT 2 REVISIONS CHECKED BY: KS 140. BY OESCRIPIION DATE Sca: NOT TO SCALE F.B. PAGE DRAWN 9Y: KS SHEET: 2 OF 2 N: \Survey\dd9U1 .U1 \dwg\ IIILL INAWL14 LX 1U- 19— UIJAWg, Uct 19, ZU06 — 2:4J :46NM, KS LEGAL DESCRIPTION PaaEcr 66901.01 ® BASKERVILLE " FIELD SURVEY DATE: NOT A SURVEY DONOVAN, INC . EXHIBIT C SECiIOR: 14 INNOVATIVE INFRASTRUCTURE SOLUTIONS 7170 YURRUL "a TOWNSHIP: 31 1071WUWt0, 1ti 02040 (32I)2SI-000.1 10100I10M DU01R7L99t EB-0000710 RANGE: SOUTH 39 EAST i i A parcel of land lying and being in Section 14, Township 31 South , Range 39 East, Tallahassee base meridian, Indian River County, Florida , being more particularly described as follows : Commencing at the southwest corner of Government Lot 2, Section 14, Township 31 South , Range 39 East, Indian River County Florida ; Thence, bearing North 89' 45' 10" East, along the south line of said Government lot 2, a distance of 865.92 feet to a point on the easterly Right of Way line of State Road A- 1 —A, as shown on Florida Department of Transportation Right of way Map Section No. 88070- 2102, doted 10/21 /57; Thence, bearing North 24' 24'50" West, along said Right of Way line, a distance of 1027.82 feet to the Point of Beginning of the herein described parcel of land ; Thence, leaving said Right of Way line of State Road A- 1 —A, bearing North 89' 45' 10" East, a distance of 604.36 feet to a paint on the Mean High Water Line of the Atlantic Ocean ; Thence, bearing South 24' 21 ' 26" East, along said Mean High Water line, a distance of 587.23 feet to a point; Thence, leaving said Mean High Water Une, bearing South 89' 23'35" West, a distance of 602.04 feet to a point on the aforesaid easterly Right of Way line of State Road A- 1 —A; Thence, bearing North 24'24'50 " West, along aforesaid easterly right of way line, a distance of 591 . 63 feet to the Point of Beginning . The above described parcel of land contains an area of 324, 912 square feet or 7. 459 acres, more or less . Subject to any and all easements and conditions as contained within the chain of title. GENERAL NOTES . 6, THE HORIZONTAL COORDINATE SYSTEM AND BEARINGS 1 , NO UNDERGROUND INSTALLA110H OR IMPROVEMENTS HAVE SHOWN HEREON ARE BASED ON THE FLORIDA STATE PLANE BEEN LOCATED EXCEPT THOSE SHOWN HEREON. COORDINATE SYSTEM, EAST ZONE, NORTH AMERICAN DATUM OF 1983, 1990 ADJUSTMENT THE CONTROL MONUMENTS 2. BASKERMLLE-DONOVAN, INC. CERTIFICATE OF UTILIZED 70 ESTABUSH THIS SURVEY WERE FLORIDA LEGEND AUTHORIZATION NUMBER TO PROVIDE SURVEYING SERVICES IS DEPARTMENT OF TRANSPORTATION REFERENCE MONUMENT L90340 88-78-A10 HAVING A COORDINATE VALUE OF NORTHING 1,2554223.229 AND AN EASTINO OF 8471008.325 AND POC=POINT OF COMMENCEMENT 3, THIS DRAWING NOT VAUD WITHOUT THE SIGNATURE AND MONUMENT 88-78—AL1 HAVING A COORDINATE VALUE OF POB=POINT OF BEGINNING ORIGINAL SEAL OF A FLORIDA REGISTERED SURVEYOR do NORTHING: 1125t,5519215 AND EASIN0i 848,610.737 NAD R /��RIGHT OF WAY MAPPER. 83/900 SA " TO VALUES WERE CONVERTED FROM NAD 27 / COORDINATE DATUM AS USTED ON THE PLAT OF INDIAN RIVER PBwPLAT BOOK 4, THE INFORMATION USED FOR THE CREATION OF THIS COUNTY COASTAL CONSTRUCTION CONTROL UNE. PIAT BOOK PGo PAGE SKETCH WAS OBTAINED FROM A BOUNDARY SURVEY BY 124 PAGE 32, PUSUC RECORDS OF INDIAN RIVER COUNTY, N=29= NATIONAL GEODETIC VERTICAL BASKERVILLE DONOVAN PROJECT NO 86901 .01 AND A FLORIDA. BOUNDARY SURVEY BY KIMLEY--HORN AND ASSOCIATES, OATUM OF 1929 PROJECT NO 047013006 DATED 07-14-04 7. THE BEARINGS SHOWN HEREON ARE BASED ON THE FLORIDA STATE PLANE COORDINATE SYSiEM, EAST ZONFL 5, NO INSTRUMENTS OF RECORD REFLECIINO EASEMENTS, NORTH AMERICAN DATUM 163,1890 ADJUSTMENT, RIGHTS-OF-WAY AND/OR OWNERSHIP WERE FURNISHED THIS REFERENCED ABOVE. THE MONT OF WAY E As SURVEYOR EXCEPT AS SHOWN HEREON. A-1 -A BEARS NORTH Z4 " WEST. A 71 REVISIONS rhe hqqd 'dmdP on N IhI WIMUM CHECKED BY: KS Technlod SW;fod t foo a Florida h Swarm SCAIE N/A N0. fiY DESCRIPTION DATE and Happen M 61017-6 da Ad ant to 5 472.027 SWAM kd OeGf PDT YAW WITHOUT THE SIGUNRE AND THE ORIWAL FB. PACE f RA15E0 SEAL OF A FIORDA +/ UCOISLiI SURVEYOR DRAWN Pa KS RT GER SHEET: 1 ' FLORIDA fESSI SURVEY OF 2 D UG N0, 549 P:\SurveAB6901 .01 \dwg\TITLE TRANSFER EX 10- 19-06.dwg, Oct 19, 2006 - 2:43:59PM. KS BASKERVILLE - SKETCH PROJECT 86901 .01 0 DONOVAN INC . E1>s9 SUM ATE: NOT A SURVEY EXHIBIT C SECTION: 14 INNOVATIVE INFRASTRUCTURE SOLUTIONS 7176 Mumm HOLD TO ACCOMPANY LEGAL. DISCRIPTION TOWNSHIP: 31 MUMM R, n 32040 (321)2U-3663 NOT A SURVEY NOT TO SCALE RANGE: SOUTH 39 EAST Iso m a Rummy: ®-0000310 \ NORTH NOT TO SCALE P. O. B. SOUTH NEG\RNMENT LOT Z N89 '45' 10E 604.36' N89'45'10"E 665 92' NORTH UNE OF THE NORTH 1 /2 OF GOVERNMENT LOT 3 o SOUTHWEST CORNER � 3 GOVERNMENT LOf 2 TA Opp v yam EXHIBIT C �, 7 324, 912 SQ FT OR 79459 ACRES A1 r y ` EXISTING GOLDEN SANDS 0 0 73 NORrx r/s of rxs rroRrx r/R N of OoVSRIVHshT 6Gr S t Vb sourg 1/2 of rxa NORrm r/A xw o $`* m OF GOVNIWA( F for S , o N 7'.c z wip R `� w % 71 �7 rA a i'O .jF F 71 '7' ta EXHIBIT E r EASEMENT S6902335"W x 602.04' \ \ EXHIBIT D \ SOUTH UNE OF THE NORTH 1 /2 OF GOVERNMENT LOT 3 +° tl NOT \ PLATTED H1H` SANDERUNG SWD1 VISION P8 ll, PG 91 CHECKER ew Ks REVISIONS N0, BY DESCRIPTION DATE erLc. NOT TO SCALE F.& PAGE DRAWN BY: KS SHEEN 2 OF 2 ■� • • r 1 : ' r t IE: 1 • y • 1� • FF FF . . VA2 . . • 0 Fit s • At IF . • . . • : . • . 1 . _ . ! • • • ♦ . • • • • • • • • i • r IF 0 FF FF • . . . f • . • : • • . • • i e • i • e • s ! t It • i ' . hl • r 7 a fL IjAl 7 1 al •J ' u : . . t• 1 r1 . ir�flljl ' ! r it• 11 . ' • • 71 . ' h ' f 4' • , . • I I VI 1 LI • • Y r1 ' Il• . • l ' . • F ' ia ' It . . . rf . •. • 1 . iti • F lw 1 { M �' • . Co • t :.' 1 . a i . ' 1 ' . • • 1 ' i 1 . t ] r r . 1 a • . . .. t : a a • u i t , P:\Survey\86901 .01\dwq\lTflfi 1RANSFM 01 10=1 "adwg, Oct 24, 2006 — 7:20:1UK KS BASKERVILLE - SKETCH ® EXHIBIT D SE�1MIt 14 sm" > Nor A sumer DONOVAN, INC . vwovAmvs IMs'li"=cruam soLUMONS nw xmm we TO ACCOMPANY LEGAL DISCRIPTION mwmws 31 NOT A SURVEY NOT TO SCALE rsaco mm 3g EAST neo roses s�oeaN \ EXIS77NG GOLDEN S DS PARK so SOU1N SINE \ GOIfRIVUDJ LOT 7 69'46'10' 86 92' No41N UNE oDmNfr r LOT J P. O. 001E�M�JYT \ .� � • O 1C1'$i� 7 - ► r EXHIBIT C ro O NORTH " i 75 Or mor oor eiex�r x�r rs N07' m sCltrr � ,a� soots rp or rmr nwQ�r r/1 ^� a q or aorswrtasr tor . Y O Aw 04 d% R0` NE92.SWE EXHIBIT E SOW EXHIBIT D svk loYS* nom �y► k mm = w W ooYile�w;S seo' ZS33VNOT eot.9o' PLA770 SANDERLING SUBLNVf9ON \ PB ff, PG 9f REV1510NS CIE m o1: KS No. I BY DOMFIVII QA1E mu NOT 10 SINE F.B. PAGE Dm B!t K5 ' 2OF2 P:\Surrey\86901 .01 \dwg\TITLE TRANSFER EX 10- 19-08oft Oct 190 2006 - 2:58MPM, K5 rA BASKERVILLE - LEGAL DESCRIPTION PROW.. SMII" DONOVAN, INC . EXHIBIT E ; 4 'I°' A _ _. INNOVATIVS INFRASTRUCTURE SOLUTIONS 7175 IN!] 1. am TOWK"W' 31 I(VADOM 7L 32ND (3IOM-31143 t1H39alir W-PMB9Ntl RAt�"ic: SOUIN 39 EASE A parcel of land lying and being in Section. 14, Township 31 South , Range 39 East , Tallahassee base meridian , Indian River County, Florida, being more particularly described as follows : Commencing at the southwest corner of Government Lot 2, Sectlon 14, 'Township 31 South , Range 39 ,last, Indian River County Florida; Thence, bearing North 139"45' 10" East, along the south line of said Government lot 2, a distance of 865.92 feet to the easterly Right of Way line of State Road A - 1 - A, as shown on Florida Department of Transportation Right of way Map Section Na. 88070-- 21029 dated 10/21 /57; Thence, bearing South 2424' 50' East, along sold Right of Way line, u distance of 536 . 98 feet to the Point of Beginning of the herein described porcel of land. Thence, leaving sold Right of 'Nay line, bearing North 89'23' 35" East, a distance of 602. 10 feet to a point on the Mean High Water Line of the Atlantic Ocean; Thence , bearing Scwth 24'21426 " East , along said Mean Nigh Water tine, a distance of 54. 63 feet to a point ; 1 Thence, leaving sold mean High Water tine, bearing South 89023'35' West, a distance of 602 . 04 feet to the said easterly Right of Way line of State Road A -- I -- A Thence, bearing North 24024' 50" West along said Right of Way line, a distance of 54. 65 feet to the Point of Beginning . The above described parcel of land contains an area of 30, 104 square feat or 0. 69 acres , more or less. Subject to any 75754 oil easements and conditions contained within the chain of title . �AP.�-� 1� E B .A. Date GENERA!. NOTES : Ir NO CCCATED TION OR _ G. THE HORIZONTAL COORDINATE SYSTEM AND BEA MW HCREam ARE 9ASED ON IM RMOA STATE PLANE SEEN I.0EXCEPTEROMmo _THOSE SHORN HEREON. NTS HAVE COORDINATE SYSTEM, FAST ZOW NORRI AMERICAN DATUM OF 1983. 1990 ADJUSIMENT. THE CONTROL MQWJMENTS 2. HASXERVLLE—DONOVAN, INC. CERT1nCATE OF UTILIZED TO ESTABUSN THIS SURVEY WERE tgoRIM LEGEND AUT11OR17ATION NUMBER TO PROVOE SURVEYING ' RVICES IS DEPARTMENT OF TRANSPORTAT�1 RE7TR0= M@NMENT i.3C S40 tib-78-AiO HAVING A CODRONATE VALUE OF NORIH9NC: ! I .MI!Unlll AND AK cASTIM OF 847,oMUS AND FOCuPOINT OF COMMEWSAFNT R115 CRAW04 N07 VALID WT1fOUT THE �SPCNATURE AND MAONUGKNT 88-78-A11 HAVING A COORONATE VALUE OF PO8•=POINT OF BEGINNING MIGWAi SFA!., LYA rLORGDA REGISTERED SURVEYOR & NORDINQ 101*561IMS AND EASM #48.888.737 NAD VAPPFR. 83/90, SAID VAWR WK CONVERTED FROM HAD 27 R/WctMGW OF WAY COORDIMATE DATUM AS USTED ON INC PLAT OF NOIAN RIVER PBaPUT 8= THE bfoiwmlD N u4ED FOR THE GREATiCN OF THIS COUNTY COASTAL CONSTRUCTION CONIM UNE, RAT SOM SKE PAG PAG SKETCH WAS 081AINLIC RD ED FROM A BOUNDARY SURVEY BY 12. PACE 32, PUBRECOS OF INDIAN RIVER VER COUNTY, d1 = NATiONAL CEOOETIC VFttTlCAI.. BAERVIUX DONOVAN PROJECT NO 66901 .01 AND A FLO,FUDA, SCUROARY SURVEY BY KIMLEY- HORN ANO ASSOCIATES, DATLW OF 1929 PROJECT NO 047013006 DATED 07�1404 7, THE BEARINGS SROM HEREION AM GAMED ON THE FLORIDA STAIE PURE COOMATE SYSTEM, EAST ZONE, a NO INSTRUMt?iTS Gr RECORDt&?lECT7NC EASEMENTS, NORTH AMERICAN OATUM OF 1 83,1990 ADAISTIENT, AS RIGHTS-OF-WAY AND/OR OWNER" MERE FURNISHETI THIS REFERENCED AWOL iNE EAST RIGHT OF WIAY LIGE FOR { SURVEYOR FXCFPT AS S140VM HEREON, A- 1 -A DEARS NORTH 24*2C5We NEST I 1,C The teat dwalp'Iae ahead CHECKED 6Y1 KS i4Clerc4l 5 m >,el AMMa d No. By t?MMON DATE.. and A"" b ON* 410 bbestSCALE N/A NUT 010�WILD � r.8. RALE UORIDII P Vow SHM; 1 OF 2 . �N99 P:\Survey\86901 .01 \dwg\TITLE TRANSFER EX 10- 19-06.dwg, Oct 19, 2006 — 2:57: 19PM, KS BASKERVILLE • SKETCH PROJECT. 86901.01 ® SURVEY GATE NOT A SURVEY DONOVAN, INC • SECR EXHIBIT E SECTION: 14 7NNOVATIYE INFRT176 NUN= No E SoLTJTioNB TO ACCOMPANY LEGAL DISCRIPTION TOWNSHP* 31 =30MM M S 40 (=QN4-36e3 NOT A SURVEY NOT TO SCALE ntca�m BUSE �s �- DOU0 RAROE: SOUTH 39 EAST \ EXIS77NG GOLDEN SA S PARK \ abNORTH • J \ O }n NOT TO SCALE SOUTH VNE > GOJCRWENLOT 3 r r 89'45'10' 86 .92' NORTH UNE COHSRNMENT LOT J a P. O. C. � a o o m coRm COsouST ` \ ; do Clb t ; z 0 hrmrA 4 � NosrxT/! or rxl ) ARTx r/s or ioyaNNYs" LOT s �L sourx T/A or TNs NONTH r/s = w or aoyaxNA(rNT LOT s q, ion< \ EXHIBIT C Po.a N89'23'35'E 60210' '�Rr S0, f0� EXHIBIT Q rXL'j�a f �croa 50' EASEMENT \ S8673'350W 602.04 N EXHIBIT D 601.80' 3011TH L21E aR THE NaaAl 1/2 OF wvmN AOIT LAT 3 NOT PLATTED \ SANDERUNG SUBDI WslOjv \ PB its PG 91 REVISIONS CHECIiEO ft KS N0. BY DESCRIPTION GATE SCALE NOT TO SCALE F.B. PACE DRAWN 8Y: K5 SHEEL 2 OF 2 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 documentation for review and approval by the County; communicating with the Division of State Lands, Acquisition and Restoration Council, the Board of Trustees and their staff to support the exchange at all stages of the process ; and coordinating with County staff as to any additional needs of the County. 5 . Windsor agrees to pay for costs associated with the BOT process, including appraisals, exchange application, and other costs as set forth in this Exchange Agreement. Windsor will make such payments at the time and in the manner reasonably directed by the Division of State Lands and the County. 6. At closing of the exchange execute and record in the public records the Declaration of Restrictive Covenants, a copy of which is attached to this Addendum. D. Additional CojIM Obligations. County agrees to: 1 . Provide Windsor with a Phase I Environmental Site Assessment for the property to be received by Windsor from County in the exchange. 2 . Cooperate fully in assisting with maintenance of traffic and operation of the park during construction, recognizing that there may be times when the park will be temporarily closed or partially inaccessible. 3 . Provide timely inspections and reviews as may be necessary during construction of the new Park. 4. Prepare, publish, and pay for any and all necessary public notices and advertisements that may be required to fulfill both parties ' obligations under this agreement. 5 . Initiate and act as the applicant for a Comprehensive Plan amendment to the County' s Future Land Use Map to change the land use designation for properly designate all the lands involved in this Exchange Agreement as follows : a. the property to be received by Windsor in the exchange (from County and BOT) from current designation (Conservation, and Recreation) to L- 1 , 3 Units/Acre; and b. the property to be received by County and BOT in the exchange from current designation (L- 1 , 3 Units/Acre) to Conservation and Recreation. The amendment shall provide that the land use designation for all both parcels shall revert to their original designations if the exchange of land contemplated herein has not been accomplished within two (2) years of the effective date of the amendment. 6. Initiate and act as the applicant for a zoning change request to properly rezone all the lands involved in this agreement, as follows : a. the property to be received by Windsor in the exchange (from County and BOT) from current zoning (Con- 1 [Conservation]) to RS-3 (single family residential up to 3 units per acre); and b. the property to be received by County and BOT in the exchange from current zoning (RS-3 ) to Con- 1 (Conservation) and Recreation. It is agreed that County will administratively rezone these properties to their original zoning classifications if the exchange of land contemplated herein has not been accomplished within two (2) years of the effective date of the zoning change. In conjunction with this provision, the County agrees to authorize Windsor to apply for an amendment to the Windsor Planned Development to incorporate the property received by Windsor. 7 . Act as the applicant for all site related approvals and permit applications to all agencies having jurisdiction over the Park. 8 . Designate a Capital Projects Manager and make available the appropriate County staff members to provide input during the design, and permitting process as if this were a County initiated Capital Project. County review of design drawings will occur at four milestones in the project design process: 1 ) Schematic Design; 2) Fifty percent (50%) Drawings; 3) Ninety percent (90%) Drawings; and 4) One-Hundred percent ( 100%) Drawings . The 100% Construction Plans for the park, as accepted by the County, will be made a part of this Agreement once completed. Any modifications to the Drawings, Design, or Construction Plans must be approved by both County and Windsor. 9 . Not make unreasonable requests of Windsor as to the facilities and amenities to be constructed by Windsor in the Park over and above replacement of facilities and amenities that existed on September 1 , 2004 , 10. Expedite all site plan and permit reviews over which it has control, and support the Design Team in pursuit of all jurisdictional agency permit applications . 11 . Authorize Windsor, its employees, agents, and contractors, to perform the work contemplated herein on County property. 12 . Act as applicant for the Trustee ' s portion of the Exchange, and to coordinate and support the Trustee 's exchange process by making written request for the exchange to the Division of State Lands (DSL) in accordance with rule 18 .2018(3)(6)(5) FAC; submitting supporting documentation to the Division of State Lands, the Acquisition and Restoration Council (ARC) and BOT; and providing other documents and information necessary for the BOT process. 15 BLA- 104 , Revised 01 /26/06 The County agrees to cooperate fully with Windsor in obtaining approval of the Trustees exchange from DSL, ARC and the BOT. 13 . Convey a 50 foot conservation easement to the Trustees over the southerly fifty feet (50') of the property received by County in the exchange, as pictured and described in Exhibit . attached, as part of support of the exchange. The County will also release its right of re-entry in Tract A at the time of closing of the overall exchange. 14. The County has earmarked the $ 1 ,000,000 contribution described in paragraph C3 of this Addendum to benefit Indian River County Parks and Recreation. E. Timing of Park Construction and Closing. Upon approval of the exchange and this Exchange Agreement by the Board of Trustees of the Internal Improvement Trust Fund, the surveys, title commitments and environmental assessments contemplated by this Agreement will be initiated and completed. Contemporaneously Windsor and County will initiate and move forward expeditiously to complete their additional obligations as set forth in this Addendum. Barring unforeseen delays caused by factors outside of the control of either party, or acts of God, the final construction of new Park facilities described in this agreement is to be completed by December 31 , 2007 . Notwithstanding the foregoing, Windsor shall not be obligated to commence the design, permitting, or construction of the new Park Facilities until the Amendment to the Future Land Use Map described in Section D .S . above is completed. The closing of the exchange in accordance with this Exchange Agreement will be held as soon as can reasonably be scheduled by the parties after County approval of the completed Park construction. Any updates to surveys and environmental assessments required by the delay in closing shall be paid by the party responsible for obtaining and paying for the original document. 16 BLA- 104 , Revised 01 /26/06 Prepared by and return to : Name: Bruce D . Barkett, Esquire Address: Collins, Brown, Caldwell Barkett & Garavaglia, Chartered 956 Beachland Boulevard Vero Beach, FL 32963 Tele: (772) 231 -4343 DECLARATION OF RESTRICTIVE COVENANTS THIS DECLARATION OF RESTRICTIVE COVENANTS is made by Windsor Properties, a Florida General Partnership , ("Owner") , in favor of Indian River County, a political subdivision of the State of Florida, ("County") . WITNESSETH : WHEREAS, Owner holds fee simple title to certain property in the s referred to as the Property and s legally described y consisting of cres , more or less, which property s Exhibit "A" attached hereto and made a part hereof ("Property") ; and WHEREAS , the Property is designated L- 1 on the County ' s Land Use Plan, and is designated RS -3 on the County ' s Zoning Map , which designations permit development of up to six (3) residential units per acre; and WHEREAS , the Property is located adjacent to the Golden Sands Park (a County-managed park), and within a high density sea turtle nesting area; and WHEREAS , the Owner is desirous of making a binding commitment to assure that the Property shall be developed in accordance with the provisions of this Declaration; NOW, THEREFORE, in consideration of the foregoing, the Owner hereby agrees and declares as follows : 1 . Recitals . That the above recitals are true and are incorporated herein by reference . 2 . Density Restriction. The Owner hereby declares and voluntarily covenants and agrees that the following development restriction shall apply within the Windsor Property: Residential density shall be limited to one ( 1 ) dwelling unit per acre . 3 . Use Restrictions . (a) Access to beach. One elevated wooden walkway (a maximum of six feet wide clear) may be constructed for each dwelling unit fronting on the Atlantic ocean beach for access to the beach. Except for construction, and dune and beach repair and maintenance, no person is permitted on the dunes, except to access the beach via a walkway. (b) Construction seaward of CCCL durine turtle nesting season. There shall be no construction activities on the Atlantic ocean beach seaward of the current Coastal Construction Control Line from May 1 through October 31 , except as permitted by the State of Florida for activities to protect the dunes and upland structures on the Property, and on properties to the north and south. (c) Li htin . Installation of exterior lighting is strongly discouraged. The following .ggrequirements shall be complied with on the Property, in addition to the Indian River County Sea Turtle Protection Ordinance : ( 1 ) No light source or any reflective surface of the light fixture shall be visible from any point on the beach. Illumination of the beach, either through direct illumination, reflective illumination or cumulative illumination is prohibited. 17 BLA- 104 , Revised 01 /26/06 (2) No lights are permitted seaward of the Coastal Construction Control Line . No lights are permitted seaward of residences , except as necessary for safety purposes . (3 ) All exterior lights on ocean front lots shall be of a type utilizing completely shielded downlights, without reflective surfaces . All exterior lights will be installed as low as possible for the intended purpose . (4) High density lighting may be utilized for Highway AlA roadway lighting only, and all such lighting shall utilize shielded low pressure sodium lamps or other lighting with similar characteristics, which shall be positioned, mounted and shielded in a manner such that neither the light source nor reflective surface of the fixture is visible from any point on the beach. The number of such fixtures shall be kept to the minimum necessary. (5 ) Only low density lighting shall be utilized in interior roadways and parking areas . This lighting shall be set in a base installed as low as possible for the intended purpose, and shall be positioned, mounted and shielded in a manner such that neither the light source nor reflective surface of the fixture is visible from any point on the beach. (6) Parking lots, roadways and driveways shall be designed and positioned such that vehicular headlights do no case light toward or onto the beach, to the extent possible . Landscaping will be utilized to further this objective . (7) All temporary lighting, including but not limited to construction lighting, will meet all requirements of this Declaration from May 1 through October 31 . (d) Beach accessories on beach during turtle nesting season. No beach accessories or recreation equipment, including but not limited to beach chairs, umbrellas, canopies, surfboards, sailboats, etc .) may remain on the beach overnight from May 1 through October 31 . 4 . Beach cleaning. Owner will not utilize nor contract for mechanical cleaning of the beach from May 1 through October 31 . Any cleaning by or behalf of Owner during that period will utilize methods which do not disturb sea turtle nesting or hatching or existing nests . 5 . Sea turtle monitoring . Persons permitted by the Florida Fish and Wildlife Conservation Commission to monitor, research, recover and educate as to the sea turtle shall be allowed access along the beach for permitted activities . Owner will cooperate with such persons in their permitted activities to the extent possible . 6 . Education. Owner will annually and throughout the year provide education materials supplied by the County, the U. S . Fish and Wildlife Service (FWS), the Florida Fish and Wildlife Conservation Commission (FWC) or other appropriate source, to employees, contractors, individual landowners and invitees regarding the importance of sea turtle nesting, nesting dates, prohibited practices necessary to protect the sea turtle, and other relevant educational information. Owner will cooperate with FWS and FWC in sea turtle conservation, protection, research, monitoring and recovery activities . 7 . Amendment and Modification . This instrument may be modified, amended or released as to any portion of the Property only by a written instrument executed by the owner of the fee simple title to the Property to be affected by such modification, amendment or release, providing that the same has been approved by the County Commission. 8 . Term of Covenant. This voluntary covenant on the part of Owner shall run with the land and remain in full force and effect and shall be binding upon Owner, its successors and assigns, for an initial period of thirty (30) years from the date this instrument is recorded in the Public Records and shall be automatically extended for successive periods of ten ( 10) years thereafter, unless modified, amended or released prior to the expiration thereof. 9 . Inspection and Enforcement. It is understood and agreed that any officer or inspector of the County shall have the right at any time during normal business hours to determine whether the Owner is in compliance with the conditions of the Declaration. The prevailing party in any action or suit to enforce this Declaration shall be entitled to recover costs and reasonable attorney ' s fees . This enforcement provision shall be in addition to any remedies available under law. is BLA- 104 , Revised 01 /26/06 10 . Sever_ a validation of any one of these covenants by judgment of a court of competent jurisdiction shall not affect any of the other provisions of this Declaration, which shall remain in full force and effect. of Indian 11 . Recording This Declaration shall a recorded ded copy giveRecordse filed of record aong the Public nn o the County within (30) River County, Florida at the cost of the Owner and days of its recording . 12 . Effective Date . If the County approves the application of the Owner for the rezoning of the Property, as set forth above , and after said approval has become final and nonappealable, this instrument shall constitute a covenant running with the title to the Property and be binding upon the Owner, its successors and assigns . IN WITNESS WHEREOF , the undersigned has executed this Declaration on this day of 520060 WINDSOR OPERTIES, a Florida General P ship WITNESS : By: Name : G° '� Name : • '' Title : WITNESS : Name : (Corporate Seal) STATE OF FLORIDA ) ss. . COUNTY OF INDIAN RIVER ) The foregoing instrZZK7 knldged before me this day of I� ^� 2006 , by .J a. � , as President of Windsor Properties, a Florida General Partnership . He is personally known to me or has produced as identification . Not L "` `� Print Name : NOTARY SEAL Notary Public , State of Florida My commission expires : o " "'",4., TAMARA SUE PRIDDY a�� RY p w4�j, . Notory Public - State of Florida ' * " '- Myr Corrmssion Expires Dec 21 . 2006 _ + r � ��e` Bonded By National Notary Assn . 7 OFFb 9 19 BLA- 104 , Revised 01 /26/06 EXHIBIT "A" LEGAL DESCRIPTION 20 BLA- 104 , Revised 01/26/06 Project Name : Golden Sands Park/ Indian River County This instrument prepared by and returned to: Sandra P. Stockwell, Counsel Division of State Lands 3900 Commonwealth Blvd. Mail Station 115 Tallahassee, FL 32399-3000 DEED OF CONSERVATION EASEMENT THIS GRANT OF CONSERVATION EASEMENT is made this day by INDIAN RIVER COUNTY, a political subdivision of the State of Florida, whose address is 1840 25 h Street, Vero Beach, Florida 32690 (" Grantor"), in favor of the BOARD OF TRUSTEES OF THE INTERNAL IMPROVEMENT TRUST FUND OF THE STATE OF FLORIDA ("Trustees"), whose address is Florida Department of Environmental Protection ("DEP"), Division of State Lands, 3900 Commonwealth Blvd. , Mail Station 115 , Tallahassee, Florida 32399-3000, ("Grantee") . The terms "Grantor " and "Grantee " shall include the singular and the plural, and the heirs, successors and assigns of Grantor and Grantee, and the provisions of this easement shall be binding upon and inure to the benefit of Grantor, Grantee and their heirs, successors and assigns. RECITALS A. Grantor is the sole owner in fee simple of certain real property in Indian River County, Florida, more particularly described in Exhibit A attached hereto and incorporated by reference (hereinafter, the "Property") . B . Grantor and the Grantee mutually recognize the special character of the Property and have the common purpose of conserving certain values and character of the Property by conveyance to the Grantee of a perpetual conservation easement on, under, over, and across the Property, to conserve the character of the Property, continue certain land use patterns that do not significantly impair the character of the Property, and prohibit certain further development activity on the Property. C. The specific conservation values of the Property are documented in the `Baseline Inventory Report for the Golden Sands Park Conservation Easement Tract in Indian River County, Florida", dated ('Baseline Documentation"), which consists of reports, maps, photographs, and other documentation that the parties agree provide, collectively, an accurate representation of the Property at the time of this grant, and which is intended to serve as an objective information baseline for monitoring compliance with the terms of this grant. The Baseline Documentation is maintained in the offices of the Florida Department of Environmental Protection and is incorporated by this reference . A copy of the Baseline Documentation is available from the Department on request. Exhibit `B" is a copy of a map of the Property as contained within the Baseline Documentation. D . Grantee is an agency authorized under the provisions of § 704 .06, Florida Statutes, to hold conservation easements for the preservation and protection of land in its natural, scenic, historical, agricultural, forested, or open space condition. E . Grantee agrees by accepting this grant to honor the intentions of Grantor stated herein and to preserve and protect in perpetuity the conservation values of the Property for the benefit of this generation and the generations to come. 21 BLA- 104 , Revised 01 /26/06 F. The fact that any use of the Property that is expressly prohibited by the terms of this Easement may become greatly more economically valuable than uses allowed by the terms of this Easement, or that neighboring properties may, in the future, be put entirely to uses that are not allowed by this Easement has been considered by Grantor in granting this Easement and by Grantee in accepting it. To achieve these purposes , and in consideration of $ 10.00 and other good and valuable consideration, including but not limited to the above and the mutual covenants, terms, conditions, and restrictions contained herein, the receipt and sufficiency of which is acknowledged, and pursuant to the laws of Florida, and in particular § 704 .06, Florida Statutes, but without intending the validity of this Easement to be dependent on the continuing existence of such laws , Grantor hereby voluntarily grants and conveys to Grantee a conservation easement in perpetuity over the Property of the nature and character and to the extent hereinafter set forth ("Easement") . ARTICLE I. DURATION OF EASEMENT This Conservation Easement shall be perpetual. It is an easement in gross, runs with the land, and is enforceable by Grantee against Grantor, Grantor' s personal representatives, heirs, successors and assigns, lessees, agents , and licensees . ARTICLE II. PURPOSE OF EASEMENT It is the purpose of this Easement to assure that the Property will be retained forever in its natural, scenic condition to provide a relatively natural habitat for fish, wildlife, plants or similar ecosystems, and to preserve the Property through management guided by the following principles: Protection of the recreational resource currently existing on the Property; • Maintenance and enhancement of wildlife and game habitat; Protection of unique and fragile natural areas and rare species habitats ; • Maintenance of soil productivity and control of soil erosion; Protection of water quality. The above purposes are hereinafter sometimes referred to as "the Conservation Purposes" . Grantor intends that this Easement will confine the use of the Property to such activities as are consistent with the purpose of this Easement. ARTICLE III. RIGHTS GRANTED TO THE GRANTEE To accomplish the purpose of this Easement the following rights are conveyed to Grantee by this Easement: A. The right to enforce protection of the conservation values of the Property; B . All future residential, commercial, industrial and incidental development rights that are now or hereafter allocated to, implied, reserved, or inherent in the Property except as may be specifically reserved to Grantor in this Easement. The parties agree that such rights are hereby terminated and extinguished and may not be used on or transferred to other property. Neither the Property nor any portion thereof may be included as part of the gross area of other property not subject to this Easement for the purposes of determining density, lot coverage, or open space requirements, under otherwise applicable laws, regulations or ordinances controlling land use and building density. No development rights that have been encumbered or extinguished by this Easement shall be transferred to any other lands pursuant to a transferable development rights scheme or cluster development arrangement or otherwise . Nor shall any development rights or density credits be transferred onto the Property from other property. C. The right to enter upon the Property at reasonable times in order to monitor compliance with and otherwise enforce the terms of this Easement; provided that such entry shall be upon prior reasonable notice to 22 BLA- 104 , Revised 01 /26/06 Grantor, and Grantee shall not unreasonably interfere with Grantor' s use and quiet enjoyment of the Property. D . The right to prevent any activity on or use of the Property that is inconsistent with the purpose or provisions of this Easement and to require the restoration of or to restore such areas or features of the Property that may be damaged by any inconsistent activity or use, at Grantor' s cost. E . The right of ingress and egress to the Property. F . The right to have the ad valorem taxes, assessments and any other charges on the Property paid by Grantor. H. The right to be indemnified, subject to the limitations of state law, by Grantor for any and all liability, loss, damage, expense, judgment or claim (including a claim for attorney fees) arising out of any negligent or willful action or activity resulting from the Grantor' s use and ownership of or activities on the Property or the use of or activities of Grantor ' s agents, guests , lessees or invitees on the Property. I. The right to be indemnified by Grantor, subject to the limitations of state law, for any liability for injury or property damage to persons on the Property arising out of any condition of the Property known to the Grantor to the best of Grantor' s knowledge . J. The right to have the Property maintained as reflected on the Baseline Documentation, as the Property may develop through the forces of nature hereafter, subject only to the exercise of Grantor' s Reserved Rights, and the Rights Granted to the Grantee, as described in this Easement. ARTICLE IV. PROHIBITED USES The Property shall be maintained to preserve the Conservation Purposes of this Easement. Without limiting the generality of the foregoing Grantor agrees that the following uses and practices, though not an exhaustive recital of inconsistent uses and practices, are expressly prohibited or restricted: A. No soil, trash, liquid or solid waste (including sludge), or unsightly, offensive, or hazardous materials, wastes or substances , toxic wastes or substances, pollutants or contaminants, including, but not limited to, those as now or hereafter defined by federal or Florida law defining hazardous materials, wastes or substances, toxic wastes or substances, pollutants or contaminants shall be dumped or placed on the Property. This prohibition shall not be construed to include reasonable amounts of waste generated as a result of allowed activities. B . The exploration for and extraction of oil, gas, minerals, dolostone, peat, muck, marl, limestone, limerock, kaolin, fuller ' s earth, phosphate, common clays, gravel, shell, sand and similar substances either directly or indirectly by Grantor or on Grantor' s behalf or with the joinder or consent of Grantor in any application for a permit so to do, under and by virtue of the authority of a grant or reservation or other form of ownership of or interest in or control over or right to such substances, except as reasonably necessary to combat erosion or flooding, or except as necessary and lawfully allowed for the conduct of allowed activities. C . Activities that will be detrimental to drainage, flood control, water conservation, erosion control, soil conservation, or fish and wildlife habitat preservation unless otherwise provided in this Easement. There shall be no dredging of new canals, construction of new dikes, manipulation of natural water courses, or disruption, alteration, pollution, depletion, or extraction on the Property of existing surface or subsurface water flow or natural water sources, fresh water lakes, ponds and pond shores , marshes, creeks or any other water bodies, nor any activities or uses conducted on the Property that would be detrimental to water purity or that could alter natural water level or flow in or over the Property. Provided, however, Grantor may continue to operate, maintain, or replace existing ground water wells incident to allowed uses on the Property, subject to legally required permits and regulations. D . Acts or uses detrimental to the preservation of the structural integrity or physical appearance of any portions of the Property having historical or archaeological significance. Grantor shall notify the Florida Department 23 BLA- 104 , Revised 01 /26/06 of Historical Resources or its successor ("FDHR ') if historical, archaeological or cultural sites are discovered on the Property, and any sited deemed to be of historical or archaeological significance shall be afforded the same protections as significant sites known to exist at the time of entering into this easement. Grantor will follow the Best Management Practices of the Division of Historic Resources, as amended from time to time . E. The removal, destruction, cutting, trimming, mowing, alteration or spraying with biocides of trees, shrubs or other natural vegetation, including but not limited to cypress trees, except in accordance with the County management plan for Golden Sands Park, and except as otherwise specifically provided in this Easement. There shall be no planting of nuisance exotic or non-native plants as listed by the Exotic Pest Plant Council (EPPC) or its successor. The Grantor shall, to the extent practical, control and prevent the spread of nuisance exotics or non- native plants on the 4 Property. Grantor hereby grants to Grantee the right, in Grantee ' s sole discretion and at Grantee ' s expense, to develop and implement an exotic plant removal plan for the eradication of exotics or non- native plants on the Property. Under no circumstances, shall this right conveyed to Grantee be construed to diminish Grantor ' s responsibilities under this paragraph or as an obligation of the Grantee . F . Commercial or industrial activity, or ingress, egress or other passage across or upon the Property in conjunction with any commercial or industrial activity including but not limited to swine, dairy and poultry operations and confined animal feed lot operations . G. New construction or placing of temporary or permanent buildings, mobile homes or other structures in, on or above the ground of the Property except as may be necessary by Grantor for maintenance or normal operations of the Property or during emergency situations or as may otherwise be specifically provided for hereinafter. For purposes of this paragraph the term "emergency" shall mean those situations that will have an immediate and irreparable adverse impact on the Conservation Purposes . H. The construction or creation of new roads or jeep trails . I. There shall be no operation of motorized vehicles except on established trails and roads unless necessary: (i) to protect or enhance the purposes of this Easement, (ii) for emergency purposes, (iii) for cattle ranching purposes, and (iv) to retrieve game that has been hunted legally. J. Actions or activities that may reasonably be expected to adversely affect threatened or endangered species. K. Any subdivision of the land except as may otherwise be provided in this Easement. L. There shall be no signs, billboards, or outdoor advertising of any kind erected or displayed on the Property, except that Grantee may erect and maintain signs designating the Property as land under the protection of Grantee . M. There shall be no commercial water wells on the Property. N. There shall be no commercial timber harvesting on the Property. ARTICLE V. GRANTOR' S RESERVED RIGHTS Grantor reserves to Grantor, and to Grantor' s personal representatives, heirs, successors, and assigns, the following specified rights, which are deemed to be consistent with the purpose of the Easement. The exercise of the Reserved Rights shall be in full accordance with all applicable local, state and federal law, as amended from time to time, as well as in accordance with the purposes of this Easement. A. The operation of a county park on the Property. Grantor shall retain the right to operate the county park, and to manage the Property consistent with the county management plan for the park. 24 BLA- 104 , Revised 01 /26/06 B . The right to conduct controlled or prescribed burning on the Property; provided, however, that Grantor shall obtain and comply with a prescribed fire authorization from the local and state regulatory agencies having jurisdiction over controlled or prescribed burning. C . The right to mortgage the Property; provided, however, that the Mortgagee ' s lien shall be inferior to and lower in priority than this Easement. D . The right to contest tax appraisals, assessments, taxes and other charges on the Property. E . The right to construct, maintain and remove trails, recreational structures, walkovers, and other improvements consistent with the operation of a county park on the Property. ARTICLE VI. GRANTEE ' S REMEDIES A. Remedies . If Grantee determines that Grantor is in violation of the terms of this Easement or that a violation is threatened, Grantee shall give written notice to Grantor of such violation and demand corrective action sufficient to cure the violation and, where the violation involves injury to the Property resulting from any use or activity inconsistent with the purpose of this Easement, to restore the portion of the Property so injured. If Grantor fails to cure the violation within thirty (30) days after receipt of notice thereof from Grantee , or under circumstances where the violation cannot reasonably be cured within a 30-day period, fails to begin curing such violation within the 30-day period, or fails to continue diligently to cure such violation until finally cured, Grantee may bring an action at law or in equity in a court of competent jurisdiction to enforce the terms of this Easement, to enjoin the violation, ex parte as necessary, by temporary or permanent injunction, to recover any damages to which it may be entitled for violation of the terms of this Easement or injury to any conservation values protected by this Easement, including damages for the loss of scenic, aesthetic, or environmental values, and to require the restoration of the Property to the condition that existed prior to any such injury. Without limiting Grantor' s liability therefor, Grantee, in its sole discretion, may apply any damages recovered to the cost of undertaking any corrective action on the Property. If Grantee, in its sole discretion, determines that circumstances require immediate action to prevent or mitigate significant damage to the conservation values of the Property, Grantee may pursue its remedies under this paragraph without prior notice to Grantor or without waiting for the period provided for cure to expire. Grantee's rights under this paragraph apply equally in the event of either actual or threatened violations of the terms of this Easement, and Grantor agrees that Grantee's remedies at law for any violation of the terms of this Easement are inadequate and that Grantee shall be entitled to the injunctive relief described in this paragraph, both prohibitive and mandatory, in addition to such other relief to which Grantee may be entitled, including specific performance of the terms of this Easement, without the necessity of proving either actual damages or the inadequacy of otherwise available legal remedies. Grantee's remedies described in this paragraph shall be cumulative and shall be in addition to all remedies now or hereafter existing at law or in equity. B . Grantee' s Discretion . Enforcement of the terms of this Easement shall be at the discretion of Grantee, and any forbearance by Grantee to exercise its rights under this Easement in the event of any breach of any term of this Easement by Grantor shall not be deemed or construed to be a waiver by Grantee of such term or of any subsequent breach of the same or any other term of this Easement or of any of Grantee's rights under this Easement. No delay or omission by Grantee in the exercise of any right or remedy upon any breach by Grantor shall impair such right or remedy or be construed as a waiver. C. Waiver of Certain Defenses . Grantor hereby waives any defense of estoppel, adverse possession or prescription. D . Acts Beyond Grantor ' s Control . Nothing contained in this Easement shall be construed to entitle Grantee to bring any action against Grantor for any injury to or change in the Property resulting from causes beyond Grantor' s control, including, without limitation, fire, flood, storm, and earth movement, or from any prudent action taken by Grantor under emergency conditions to prevent, abate, or mitigate significant injury to the Property resulting from such causes . 25 BLA- 104 , Revised 01 /26/06 E . Hold Harmless . To the extent permitted by Florida Statutes section 728 . 68, and other applicable Florida law, Grantor shall hold harmless, indemnify, and defend Grantee and its members, directors, officers, employees , agents, and contractors and the heirs, personal representatives, successors, and assigns of each of them (collectively " Indemnified Parties ") from and against all liabilities, penalties, costs, losses, damages, expenses, causes of action, claims, demands, or judgments, including, without limitation, reasonable attorney fees, arising from or in any way connected with: ( 1 ) injury to or the death of any person, or physical damage to any property, resulting from any act, omission, condition, or other matter related to or occurring on or about the Property, regardless of cause, unless due solely to the negligence of any of the Indemnified Parties ; (2) the obligations specified in paragraph VIII.A. and VIII.B . ; and (3 ) the existence or administration of this Easement. ARTICLE VII. PUBLIC ACCESS The granting of this Easement does not affect access and use of the Property as a county park by the public in accordance with any access and use restrictions established by Grantor. ARTICLE WHO MISCELLANEOUS A. Costs and Liabilities . Grantor retains all responsibilities and shall bear all costs and liabilities of any kind related to the ownership, operation, upkeep, and maintenance of the Property, including the maintenance of adequate comprehensive general liability coverage . Grantor shall keep the Property free of any liens arising out of any work performed for, materials ftumished to, or obligations incurred by Grantor. B . Taxes. Grantor shall pay before delinquency all taxes, assessments, fees, and charges of whatever description levied on or assessed against the Property by competent authority (collectively "taxes"), including any taxes imposed upon, or incurred as a result of, this Easement, and shall famish Grantee with satisfactory evidence of payment upon request. Grantee is authorized but in no event obligated to make or advance any payment of taxes, upon three (3) days prior written notice to Grantor, in accordance with any bill, statement, or estimate procured from the appropriate authority, without inquiry into the validity of the taxes or the accuracy of the bill, statement, or estimate, and the obligation created by such payment shall bear interest until paid by Grantor at the maximum rate allowed by law. C. Extinguishment. If circumstances arise in the future such as render the purpose of this Easement impossible to accomplish, this Easement can only be terminated or extinguished, whether in whole or in part, by judicial proceedings in a court of competent jurisdiction, and the amount of the proceeds to which Grantee shall be entitled, after the satisfaction of prior claims, from any sale, exchange, or involuntary conversion of all or any portion of the Property subsequent to such termination or extinguishment, shall be determined, unless otherwise provided by Florida law at the time, in accordance with paragraph VIII.D . Grantee shall use all such proceeds in a manner consistent with the Conservation Purposes of this grant or the purposes of the bond or statutory program under which Grantee obtained the purchase money for this Easement. Grantor believes that any changes in the use of neighboring properties will increase the benefit to the public of the continuation of this Easement, and Grantor and Grantee intend that any such changes shall not be deemed to be circumstances justifying the termination or extinguishment of this Easement. In addition, the inability of Grantor to conduct or implement any or all of the uses allowed under the terms of this Easement, or the unprofitability of doing so, shall not impair the validity of this Easement or be considered grounds for its termination or extinguishment. D . Proceeds . This Easement constitutes a real property interest immediately vested in Grantee, which, for the purposes of paragraph VIII .C. , the parties stipulate to have a fair market value determined by multiplying the fair market value of the Property unencumbered by the Easement (minus any increase in value after the date of this grant attributable to improvements) by the ratio of the value of the Easement at the time of this grant to the value of the Property, without deduction for the value of the Easement, at the time of this grant. For the purposes of this paragraph, the ratio of the value of the Easement to the value of the Property unencumbered by the Easement shall remain constant. 26 BLA- 104 , Revised 01 /26/06 E. Condemnation. If the Easement is taken, in whole or in part, by exercise of the power of eminent domain, Grantee shall be entitled to compensation in accordance with applicable law. F . Assignment. This Easement is transferable , but Grantee may assign its rights and obligations under this Easement only to a governmental entity or nonprofit organization whose purposes include the conservation of land or water areas or the preservation of sites or properties, and only upon the consent of Grantor. G . Subsequent Transfers . Grantor agrees to incorporate the terms of this Easement in any deed or other legal instrument by which Grantor divests any interest in all or a portion of the Property, including, without limitation, a leasehold interest. Grantor further agrees to give written notice to Grantee of the transfer of any interest at least twenty (20) days prior to the date of such transfer . The failure of Grantor to perform any act required by this paragraph shall not impair the validity or priority of this Easement or limit its enforceability in any way. H. Notices . Any notice, demand, request, consent, approval, or communication that either party desires or is required to give to the other shall be in writing and either served personally or sent by first class mail, postage prepaid, addressed to the parties as set forth above, or to such other addresses such party may establish in writing to the other. I. Recordation. Grantee shall record this instrument and any amendments in timely fashion in the official records of Indian River County, Florida, and may re-record it at any time as may be required to preserve its rights in this Easement. J . Non-Homestead Certification . Grantor hereby certifies that if a Grantor who is married signs this Easement without the joinder of his or her spouse, the Property is neither the homestead of Grantor nor the primary physical residence of Grantor, nor is the Property contiguous to the homestead or primary physical residence of Grantor. K. Amendments. The temvs and provisions of this Easement may be amended by the mutual consent of the parties hereto . No amendment shall be effective until executed with the formality of a deed and recorded in the public records . L. Controlling Law . The laws of the State of Florida shall govern the interpretation and performance of this Easement. M. Liberal Construction . Any general rule of construction to the contrary notwithstanding, this Easement shall be liberally construed in favor of the grant to effect the purpose of this Easement and the policy and purpose of § 704 . 06, Florida Statutes . If any provision in this instrument is found to be ambiguous, an interpretation consistent with the purpose of this Easement that would render the provision valid shall be favored over any interpretation that would render it invalid. N . Severability. If any provision of this Easement, or the application thereof to any person or circumstance, is found to be invalid, the remainder of the provisions of this Easement, or the application of such provision to persons or circumstances other than those as to which it is found to be invalid, as the case may be, shall not be affected thereby. O . No Forfeiture. Nothing contained herein will result in a forfeiture or reversion of Grantor' s title in any respect. P . Joint Obligation. The obligations imposed by this Easement upon Grantor shall be joint and several. Q. Successors . The covenants, terms, conditions, and restrictions of this Easement shall be binding upon, and inure to the benefit of, the parties hereto and their respective personal representatives, heirs, successors, and assigns and shall continue as a servitude running in perpetuity with the Property. 27 BLA- 104 , Revised 01 /26/06 M1 R. Termination of Rights and Obligations . A party's rights and obligations under this Easement terminate upon transfer of the party's interest in the Easement or Property, except that liability for acts or omissions occurring prior to transfer shall survive transfer. S . Captions . The captions in this instrument have been inserted solely for convenience of reference and are not a part of this instrument and shall have no effect upon construction or interpretation. TO HAVE AND TO HOLD unto Grantee, its successors, and assigns forever. IN WITNESS WHEREOF Grantor and Grantee have set their hands on the day and year first above written. GRANTOR BOARD OF COUNTY COAWXSI SIOME1�_ S . INDIAN RIVER COUNTY, FLORIDA BY: Arthur . Neuberger, as Cha -11 BY: irmal Josep aird, as ounty Administrator Approved as to f 1�- — Attest: Jeffrey K. Barton Clerk of Court � l ounty Attorney GRANTEE BOARD OF TRUSTEES OF THE INTERNAL IMPROVEMENT TRUST FUND OF THE STATE OF FLORIDA BY DMSION OF STATE LANDS OF THE FLORIDA DEPARTMENT OF ENVIRONMENTAL PROTECTION BY: Witness as to BOT Name: As its : Witness as to BOT Date signed by BOT Approved as to Form and Legality By: 28 BLA- 104 , Revised 01 /26/06 Date : STATE OF) ) COUNTY OF ) The foregoing instrument was acknowledged before me this day of 200_, by Such person(s) (Notary Public must check applicable box): U is/are personally known to me. �] produced a current driver license(s) . L� produced as identification. (NOTARY PUBLIC SEAL) Notary Public (Printed, Typed or Stamped Name of Notary Public) Commission No My Commission Expires : STATE OF FLORIDA COUNTY OF LEON ) The foregoing instrument was acknowledged before me this day of , 200_, by , Division of State Lands, Department of Environmental Protection, as agent for and on behalf of the Board of Trustees of the Internal Improvement Trust Fund of the State of Florida. He/She is personally known to me. (NOTARY PUBLIC SEAL) Notary Public (Printed, Typed or Stamped Name of Notary Public) Commission No. : My Commission Expires : 29 BLA- 104 , Revised 01 /26/06 SCHEDULE OF EXHIBITS A. Legal Description of Property Subject to Easement B . Map from Baseline Documentation 30 BLA- 104 , Revised 01 /26/06 EXHIBIT "A" Deed of Conservation Easement LEGAL 31 BLA- 104 , Revised 01 /26/06 EXHIBIT `B" MAP FROM BASELINE DOCUMENTATION 32 BLA- 104 , Revised 01 /26/06 C E R T I F I C A T E The undersigned hereby certifies that she is a legal custodian of the records , surveys , plats , maps , field notes , patents and all other evidence touching the title and description of the public domain formerly filed in the Office of the United States Surveyor General , the United States Land Office at Gainesville , the State Land Office and the Office of the State of Florida Board of Trustees of the Internal Improvement Trust Fund ; and acting pursuant to the authority vested in her hereby certifies that the following attached documents are true and correct copies of the records on file in the office of the Board of Trustees of the Internal Improvement Trust Fund of the State of Florida : being Exchange Agreement dated 20th day of December , 2006 , among Indian River County , Board of Trustees of the Internal Improvement Trust Fund of the State of Florida ( BOT ) , and Windsor Properties , said agreement is located in BOT File # 31640 ; IN WITNESS WHEREOF , I have hereunto set my hand , and have caused to be affixed hereto the Official Seal of the Board of Trustees of the Internal Improvement Trust Fund of the State of Florida at its office in the city of Tallahassee on this the ` ko day of A . D . , 20100 ( SEAL ) State , of , Florida Kathy H . Miklus Board -, ^of Trustees Planning Manager . 'of ' the Internal State of Florida - - - - � -. l -1 nn