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<br />"EXHIBIT A"
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<br />EXCHANGE AGREEMENT
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<br />This Agreement dated as of , 2007, made by and between CITY OF
<br />CASSELBERRY, a Florida municipal corporation, hereinafter sometimes referred to as
<br />"CITY", whose address is 95 Triplet Lake Drive, Casselberry, Florida 32707, and TARGET
<br />CORPORATION, a Minnesota corporation formerly known as Dayton Hudson
<br />Corporation, hereinafter sometimes referred to as "TARGET' whose address is 1000
<br />Nicollett Mall, Attn: Real Estate Existing Stores TPN-12H, Minneapolis, MN 55403. This
<br />Agreement is sometimes hereinafter referred to as the "Agreement".
<br />
<br />Recitals:
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<br />A. City and Target own adjoining parcels of land located within and adjacent to the
<br />Casselberry Commercial Center, an existing shopping center iocated in the
<br />City of Casselberry, County of Seminole, State of Florida (hereinafter, the "Shoooina
<br />Center"), which is depicted on the site plan attached hereto as Exhibit A and made a part
<br />hereof (the "Site Plan").
<br />
<br />B. The Shopping Center is subject to an Operation and Easement Agreement dated
<br />January 31, 1994, and recorded with the Official Records of Seminole County, Florida on
<br />February 1, 1994 in Book 2721, Page 1723, as amended by that First Amendment
<br />to Operation and Easement Agreement dated December 28, 1995, and recorded with the
<br />Official Records of Seminole County, Florida on January 11, 1996 in Book 3017, Page
<br />1506, as further amended by that Second Amendment to Operation and Easement
<br />Agreement dated March 14, 2005, and recorded with the Official Records of Seminole
<br />County, Florida on June 10,2005, in Book 5760, Page 969 (said Operation and Easement
<br />Agreement, as so amended, referred to herein as the "OEA"), which OEA provides for the
<br />operation and maintenance of the Shopping Center.
<br />
<br />C. In addition to its property within the Shopping Center, City owns property adjacent to
<br />the Shopping Center, which is described in Exhibit B (referred to herein as the "City
<br />Exchange Property").
<br />
<br />D. City desires to redesign and expand Triplet Lake Drive in accordance with the
<br />approved plans and specification dated , 2007 prepared by (the
<br />"Project"), and, in order to do so, City must acquire from Target a portion of its land within
<br />the Shopping Center, which portion is described in Exhibit C (the "Target Exchange
<br />Property") for use as a public roadway. Under threat of condemnation and in lieu of the
<br />City initiating condemnation proceedings, Target has agreed to exchange the Target
<br />Exchange Property for the City Exchange Property (the "Exchange") subject to the terms
<br />and conditions of this Agreement.
<br />
<br />E. As part of the consideration for Target's cooperation, City shall construct an
<br />additional monument sign for Target within the Shopping Center, relocate an existing
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