1130-MG Real Estate Exchange0_c)L� - i r
CITY OF SANFORD AND MG REAL ESTATE, L.L.C. REAL ESTATE
EXCHANGE AGREEMENT
THIS REAL ATE EXCHANGE AGREEMENT (the "Agreement ") is made
effective as of this � day of September, 2006 by and between MG REAL ESTATE,
L.L.C., a Florida limited liability corporation ( "MGLLC "), whose address is 2100 Country
Club Road, Sanford, Florida 32771, and the CITY OF SANFORD, a Florida municipal
corporation (herein referred to as the "City'), whose address is 300 North Park Avenue
Sanford, Florida 32771.
RECITALS
WHEREAS, the City owns real property which is more particularly described in
Exhibit "A" attached hereto (the "City Property ") (Seminole County Property Appraiser Tax
Parcel Identification Number 35- 19 -30- 300 - 0320 - 0000); and
WHEREAS, MGLLC is the owner of a portion of real property located within the
property more particularly described in Exhibit "B" attached hereto (the "MGLLC Parcel ")
(Seminole County Property Appraiser Tax Parcel Identification Number 35-19-30-300 -
032C- 0000); and
WHEREAS, the parties desire to exchange the properties referred to above to one
another subject to the terms and conditions set forth herein;
NOW, THEREFORE, WITNESSETH that in consideration of the mutual covenants
contained herein, and for other good and valuable consideration, in hand paid each party
by the other, the receipt and adequacy of which is hereby acknowledged, the Parties
covenant and agree as follows:
Section 1. Recitals The parties agree that the recitals set forth above are true
and correct, and the Recitals are by this reference incorporated and made a part of this
Agreement.
Section 2. Property to be Conveyed The parties agree to exchange the City
Property and the MGLLC Parcel upon the terms and conditions hereinafter set forth and
subject to performance of all conditions of this Agreement and performance by each party
hereto of its respective obligations hereunder. The conveyance of the City Property to
MGLLC, and the conveyance of the MGLLC Parcel to the City shall in each case include all
rights, easements, fixtures and appurtenances pertaining to such property, as well as the
owner of such property's interests in any permits, licenses, governmental approvals, leases
and other agreements pertaining to the subject property, along with such other rights as
may be specified herein. The conveyance by the City to MGLLC shall be subject to the
City's reservation of an ingress and egress easement over the subject City Property. Also,
with regard to the City's fence pertaining to the City Property, MGLLC shall relocate that
fence to the satisfaction of the City as and when directed by the City.
Section 3. Value of Exchange It is the intent of the parties that the relative fair
market value of the MGLLC Parcel and the City Property shall be approximately equal and
equivalent to on another
Section 4. Conditions to Closing The obligation of each party hereunder to
consummate the closing contemplated hereby is subject to the satisfaction of each of the
following conditions (any of which may be waived in whole or in part in writing by the party
benefited by the condition). If any of the following conditions precedent are not satisfied,
the party benefited by such unsatisfied condition may terminate this Agreement by giving
the other party written notice:
(a) Correctness of Representations and Warranties The
representations and warranties of the parties set forth herein shall be true on and as of the
closing with the same force and effect as if such representations and warranties had been
first made on and as of the closing.
(b) Compliance by Parties The parties shall have performed, observed,
and complied with all of the covenants, agreements, and conditions required by this
Agreement to be performed, observed, and complied with by it priorto or as of the closing.
Section 5. Warranties and Representations MGLLC hereby makes the
following warranties, representations and covenants to the City with respect to the MGLLC
Parcel and in such capacity is a 'Representing Party', and the City makes the following
warranties, representations and covenants to MGLLC with respect to the City Property and
in such capacity is a 'Representing Party ", and which warranties, representations and
covenants shall survive the closing.
(a) Marketable Title The City has good and insurable title to the City
Property, and MGLLC has good and insurable title to the MGLLC Parcel free and clear of
all mortgages, liens, encumbrances, leases, tenancies, security interests, covenants,
conditions, restrictions, rights -of -way, easements, reservations, judgments, lis pendens and
other matters affecting title and as to the MGLLC Parcel, except for that certain Mortgage
and Security Agreement, Assignment of Rents, Leases and Proceeds, and Financing
Statements in favor of SunTrust Bank and recorded in Official Records Book 4168, Pages
301 -328 and Official Records Book 6164, Page 747, all in the Public Records of Seminole
County, Florida and all of which MGLLC shall cause to be released of record from the
MGLLC Parcel priorto Closing and except the Permitted Exceptions as hereinafter defined.
(b) Author! . Except as may specifically be set forth herein, neither party
is aware of any facts which prohibit it from entering into this Agreement and closing this
Agreement in accordance with the terms hereof. The execution and delivery of this
Agreement, and the consummation of the transaction contemplated hereby will not result in
any breach of the terms and conditions of, or constitute a default under, any instrument or
obligation to which either party is now or may become a party, or by which either party may
be bound or affected, or violate any order, writ, injunction or decree of any court in any
litigation to which either party is a party, or violate any law. The parties have the power and
authority to enter into, deliver and perform this Agreement, to execute and deliver all
documents required hereby, to convey all of their right, title and interest in and to the
z
Subject property to the other, and to otherwise take all steps necessary to the performance
of the duties and obligations of either party hereunder.
(c) No Condemnation The Representing Party has not received any
notice of condemnation or of eminent domain proceedings or negotiations forthe purchase
of any of the Subject property in lieu of condemnation, and no condemnation or eminent
domain proceedings or negotiations have been commenced or, to the best of the
Representing Party's knowledge, threatened in connection with the subject propertyorthe
Improvements that would have a material and adverse effect on the value of the subject
property.
(d) Litigation There are no actions, suits, proceedings or investigations,
at law or in equity, or before any governmental agency or other person, pending or
threatened against the Representing Party that, in any case or in the aggregate, will affect
the Representing Party's ability to meet its obligations arising under this Agreement or have
an adverse affect on the use, operation or occupancy of the subject property.
(e) Representations /Release Complete None of the representations or
warranties made by the Representing Party, nor any statement made in any document or
certificate furnished by the Representing Party pursuant to this Agreement contains or will
contain at the closing, any untrue statement of a material fact, or omits or will omit at the
closing, to state any material fact necessary in order to make the statements contained
herein or therein, in the light of the circumstances under which they were made, not
misleading. The parties hereby release one another for any and all claims and assertions
pertaining to the use of one another's properties during the time period preceding closing.
(f) Permitted Exceptions The Permitted Exceptions referred to herein
are those that do not affect the utility of the subject property as discovered in such title
searches as the respective parties may engage and have completed within fifteen (15)
days of the effective date of this Agreement and which objection thereto must be provided
to the other party within twenty -five (25) days of the effective date of this Agreement.
Section 6. Disclaimer EXCEPT AS MAY BE SPECIFICALLY SET FORTH
HEREIN, NEITHER PARTY SHALL BE DEEMED TO HAVE GRANTED AND DOES
HEREBY DISCLAIM ANY WARRANTY OR REPRESENTATION CONCERNING (i) THE
CONDITION OF OR STRUCTURAL SOUNDNESS OF THE SUBJECT PROPERTY OR
ANY BUILDING, STRUCTURE OR IMPROVEMENT THEREON OR ANY COMPONENT
THEREOF; (ii) THE CONDITION OF THE SOILS OR SUBSURFACE THEREOF; (iii) THE
PRESENCE OR ABSENCE OF ANY HAZARDOUS MATERIALS, AS DEFINED BY
FEDERAL, STATE OR LOCAL LAWS, (INCLUDING ANY MATERIAL THAT (A)
REQUIRES REPORTING, INVESTIGATION OR REMEDIATION UNDER
ENVIRONMENTAL REQUIREMENTS; (B) CAUSES OR THREATENS TO CAUSE A
NUISANCE ON THE PROPERTY OR ADJACENT PROPERTY OR POSES OR
THREATENS TO POSE A HAZARD TO THE HEALTH OR SAFETY OF PERSONS ON
THE PROPERTY OR ADJACENT PROPERTY; OR (C) WHICH, IF IT EMANATED OR
MIGRATED FROM THE PROPERTY, COULD CONSTITUTE A TRESPASS); (iv) THE
ZONING OR LAND USE CATEGORY APPLICABILITY OF THE SUBJECT PROPERTY;
OR (v) THE SUITABILITY OF THE SUBJECT PROPERTY FOR ANY INTENDED USE OF
THE PROPERTY. EACH PARTY HEREBY DISCLAIMS ALL WARRANTIES RELATING
TO ANY PERSONAL PROPERTY AND FIXTURES TRANSFERRED AS PART OF THIS
TRANSACTION INCLUDING WARRANTIES OF MERCHANTABILITY AND FITNESS
FOR PARTICULAR PURPOSE. THE SUBJECT PROPERTY IS SOLD AND
TRANSFERRED "AS IS ". THIS PROVISION SHALL SURVIVE CLOSING.
Section 7. Title Insurance Each party may procure title insurance as the party
deems appropriate for the respective parcel which the party will acquire under the
provisions of this Agreement.
Section 8. Surveys Each party may procure such surveys and investigations as
the party deems appropriate forthe respective parcel which the party will acquire underthe
provisions of this Agreement.
Section 9. Closing This transaction shall be closed on or before September 30,
2006.
Section 10. Closing Costs and Prorations Taxes, assessments and other items
of income and expenses that survive closing, shall be prorated to the date of closing.
Taxes shall be prorated based upon the current year's tax without regard to discount. If the
closing takes place and the current year's taxes are not fixed and the current year's
assessment is available, taxes shall be prorated based upon such assessment and the
prior year's millage. If the current year's assessment is not available, then taxes shall be
prorated on the prior year's tax. There shall be no re- proration of taxes. Each party shall
pay or be responsible for the documentary stamps or transfer taxes and recording costs on
the subject property and for any title insurance premium procured by the party relative to
the property conveyed to the party.
Section 11. Transaction Documents At the closing, the appropriate party shall
execute or procure the execution and delivery of the following documents:
(a) Statutory Warranty Deed conveying the MGLLC Parcel free and clear
of all encumbrances to the City.
(b) Statutory Warranty Deed conveying the City Property free and clear of
all encumbrances to MGLLC retaining the easement as set forth above.
(c) Closing statement itemizing the dollar amounts of all financial matters
related to the closing, including the adjustments and prorations provided herein.
(d) Appropriate affidavit(s) by each party.
(e) Lien, possession and gap affidavits.
(f) Such other documents as may be required, necessary or useful to
either party or the title insurance company in consummating the transaction contemplated
by this Agreement.
Section 12. Entry Each party shall have the reasonable right during the term of
this Agreement to enter upon the subject property, or any part thereof, for the purposes of
reasonable inspection, environmental audits, surveys and tests and inspections. All
inspections of either parcel shall be accomplished so as not to unreasonably interfere with
the on -going business or activity conducted on said sites.
Section 13. Condemnation If, prior to closing, all or any part of the subject
property is taken by any governmental authority under its power of eminent domain, the
party to which said subject property shall be conveyed shall have the option, to be
exercised within fifteen (15) days after said party receives written notice from the other
party of same:
(a) to take title to the subject property at closing without any abatement or
adjustment in the agreed value, in which event the party conveying such real estate shall
unconditionally assign its rights in the condemnation award to the other (or said other party
shall receive the condemnation award from the conveying party if it has already been paid
prior to closing); or
(b) to terminate this Agreement, whereupon the duties and obligations of
each of the parties hereto shall end.
Section 14. Brokers Each of the parties warrant and represent to each other that
they have no knowledge of any real estate broker or agent involved in this exchange of the
subject property.
Section 15. Notice All notices, demands or other communications given
hereunder shall be in writing and shall be sufficiently given if delivered by courieror sent by
registered or certified mail, first class, postage prepaid, or by telex, cable, telegram,
facsimile machine or similar written means of communication, addressed as follows:
(a) If to MGLLC, to:
N. Dwayne Gray, Jr.
201 East Pine Street
Suite 500
Orlando, Florida 32801
(b) If to the City, to:
City Manager
City Hall
City of Sanford
300 North Park Avenue
Sanford, Florida 32771
or such other address with respect to any party hereto as such party may from time to time
notify (as provided above) to the other party hereto. Any such notice, demand or
communication shall be deemed to have been given (i) if so mailed, as of the close of the
third (3') Business Day following the date mailed, and (ii) if personally delivered or
otherwise sent as provided above, on the date received.
Section 16. Casualty. Upon the occurrence of any casualty loss, damage or
destruction material to the operation of any improvements prior to the closing, the owner of
the damaged property ( "Transferor") shall promptly give the other party ( "Transferee')
written notice setting forth in detail the extent of such loss, damage or destruction and the
cause thereof if known. Transferor shall use its reasonable efforts to promptly commence
and thereafter to diligently proceed to repair or replace any such lost, damaged or
destroyed property. In the event that such repair or replacement is not fully completed prior
to the closing date, Transferee may elect (i) to postpone the closing until Transferor repairs
have been fully completed or to consummate the transactions contemplated hereby on the
closing date, in which event Transferor shall assign to Transferee the portion of the
insurance proceeds (less all reasonable costs and expenses, including without limitation
attorney's fees, expenses and court costs incurred by Transferor to collect such amounts),
if any, not previously expended by Transferor to repair or replace the damaged or
destroyed property (such assignment of proceeds to take place regardless of whether the
parties close on the scheduled or deferred closing date) and Transferee shall accept the
damaged improvements in their damaged condition, or (ii) to terminate this Agreement.
Section 17. Assignment This Agreement and any rights hereunder shall not be
assignable by either party hereto without the prior written consent of the other party
Section 18. Miscellaneous
(a) Attorneys' Fees and Costs In connection with any litigation arising
out of this Agreement, the prevailing party shall be entitled to recover all costs incurred,
including reasonable attorneys' fees, including without limitation trial, appellate and
bankruptcy proceedings.
(b) Modifications to Agreement This Agreement may be modified only
by an agreement in writing signed by the parties to this Agreement.
(c) Agreement To Survive the Closing All warranties, representations
and agreements contained herein shall survive the closing of the transaction contemplated
by this Agreement.
(d) Agreement Not Recordable This Agreement shall not be recorded.
(e) Binding Effect This Agreement shall be binding upon and inure to
the benefit of the respective successors and assigns and, as applicable, to heirs and legal
representatives of the parties hereto.
(f) Governing Law and Venue This Agreement shall be governed by
the laws of the State of Florida. The proper venue for any action concerning this
Agreement shall be Seminole County.
(g) Counterparts This Agreement may be executed in several
counterparts, each of which shall be deemed an original.
(h) Severability If any provision of this Agreement, or the application
thereof to any person or entity or any circumstance, is invalid or unenforceable in any
jurisdiction, (i) a suitable and equitable provision shall be substituted therefor in order to
carry out, so far as may be valid and enforceable, the extent and purpose of such invalid
and unenforceable provision, and (ii) the remainder of this Agreement and the application
of such provision to other persons, entities or circumstances shall not be affected by such
invalidity or unenforceability, nor shall such invalidity or unenforceability affect the validity
or enforceability of such provision, or the application thereof, in any other jurisdiction.
(i) Time. TIME IS OF THE ESSENCE IN THIS AGREEMENT.
0) Construction The paragraph headings, captions or abbreviations are
used for convenience only and shall not be resorted to for interpretation of this Agreement.
Whenever the context so requires, the masculine shall refer to the feminine, the singular
shall refer to the plural, and vice versa.
(k) Extension of Time Periods In the event that the last day of any
period of time specified in this Agreement shall fall on a weekend or legal holiday, such
period of time shall be extended through the end of the next work day following.
(1) Waiver No waiver hereunder of any condition or breach shall be
deemed to be a continuing waiver or a waiver of any subsequent breach.
(m) Radon Gas Disclosure Radon is a naturally occurring radioactive
gas that, when it has accumulated in a building in sufficient quantities, may present health
risks to persons who are exposed to it over time. Levels of radon that exceed federal and
state guidelines have been found in buildings in Florida. Additional information regarding
radon and radon testing may be obtained from your county public health unit.
(n) Flood Prone Lands Disclosure The impacts of lands being flood
prone may be significant with regard to valuation and utility. Prospective purchasers of
property should inquire as to the flood prone status of real property. Additional information
regarding flood prone lands may be obtained from various governmental and other entities
and agencies.
[REMAINDER OF PAGE LEFT INTENTIONALLY BLANK]
The parties hereto have hereunto set their hands and seals the day and year first
above written.
ATTEST:
John Schlater
Manager
MGLLC:
'A lz�'
N. Dwayne Gr Jr
Manager
ATTEST:
CITY OF SANFORD, FORIDA
'2ti2 �c . A {C A ( D A
net Dougherty Linda hn
City Clerk Mayor
For use and reliance of the
Sanford City Commission only.
Approved as to form and legality.
s/ William L .Colbert
William L. Colbert
City Attorney
TIDE
FATHERS
TA
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SECTION
35, TOWNSHIP 19 SOUTH,
RANGE 30
FAST
THE CITY OF SANFORD, SEMINOLE COUNTY, FLORIDA
REAL PROPERTY DESCRIPTION
From the intersection of the centerline of the Seaboard Coastline Roilroad and the
centerline of Country Club Road, said point being 566.63 Feet East of the centerline
intersection of Lake Mary Road and Country Club Road in Section 35,Township 19 South,
Range 30 East, Seminole County, Florida, run East, along the centerline of Country
Club Road 51500 feet; thence run North 30.00 Feet to a point on the North
right- of -woy line of Country Club Road, said point being the Point of Beginning;
thence run Vest along said right -of -way line 50.00 feet; thence leaving said
right -of -way line run North 37700 Feet; thence run East 5000 Feet; thence run South
37700 Feet to the Point of Beginning. Containing 18850.00 square Feet or 04327 acre.
SURVEYOR'S NOTES
I) This is not a survey.The sketch and description shown hereon were prepared Fran
office records, notes and plats and has not been Field verified.
2) The surveyor has not abstracted the land shown hereon For easements, rights -of -way
or any other matter of record which may affect the use or title of this land.
3) The bearing structure is based on the centerline of Country Club Road as being
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ABBREVIATIONS LEGEND
f ...... .........................CENTER LINE
R /V ...... ......................RIGHT -OF -WAY
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CORP.
PROAMSLONAL SURVEYORS AND YAPPERS 200 EAST CO.VYERCIAL STREET
SAMORD, FLORIDA 32771 (407) 322 -1451
THAT PART OF THE CERTAIN REAL PROPERTY DESCRIBED IN OFFICIAL RECORDS BOOK 3956, PAGE 1988,
LYING IN SECTION 35, TOWNSHIP 19 SOUTH, RANGE 30 EAST, SEMINOLE COUNTY, FLORIDA, BEING MORE
PARTICULARLY DESCRIBED AS FOLLOWS:
FROM THE INTERSECTION OF THE CENTER LINE OF THE SEABOARD COASTLINE RAILROAD AND THE CENTERLINE
OF COUNTRY CLUB ROAD, SAID POINT BEING 566.63 FEET EAST OF THE CENTERLINE INTERSECTION OF LAKE
MARY ROAD AND COUNTRY CLUB ROAD IN SECTION 35, TOWNSHIP 19 SOUTH, RANGE 30 EAST, SEMINOLE
COUNTY, FLORIDA: RUN THENCE EAST ALONG THE CENTER LINE OF COUNTRY CLUB ROAD, 1036.53 FEET;
THENCE RUN NORTH 30.00 FEET TO A POINT ON THE NORTH RIGHT OF WAY OF COUNTRY CLUB ROAD, SAID
POINT BEING THE POINT OF BEGINNING; THENCE DEPARTING SAID RIGHT OF WAY LINE RUN N 14'17'05" E, A
DISTANCE OF 82.38 FEET, THENCE RUN N 00'50'51" W, A DISTANCE OF 74.58 FEET, THENCE RUN N 55'00'26"
E, A DISTANCE OF 97.74 FEET, THENCE RUN N 32'22'31 "E, A DISTANCE OF 178.81 FEET, THENCE RUN N
15'34'32" E, A DISTANCE OF 15.79 FEET TO THE NORTH LINE OF THAT CERTAIN REAL PROPERTY DESCRIBED
IN OFFICIAL RECORD BOOK 3956, PAGE 1988, SEMINOLE COUNTY, FLORIDA, THENCE RUN EAST ALONG
AFORESAID NORTH LINE, SAID LINE ALSO BEING PARALLEL TO THE CENTER LINE OF COUNTRY CLUB ROAD A
DISTANCE OF 79.20 FEET TO AN INTERSECTION WITH THE WESTERLY RIGHT OF WAY OF THE OLD SEABOARD
COASTLINE RAILROAD, THENCE RUN SOUTH 36'21'04 "WEST ALONG SAID WESTERLY RIGHT OF WAY A DISTANCE
OF 467.67 FEET TO AN INTERSECTION WITH THE NORTHERLY RIGHT OF WAY OF COUNTRY CLUB ROAD, THENCE
RUN WEST ALONG THE NORTHERLY RIGHT OF WAY OF COUNTRY CLUB ROAD A DISTANCE OF 1.27 FEET TO
THE POINT OF BEGINNING.
CONTAINING 21859.06 SQUARE FEET OR 0.50 ACRES MORE OR LESS.
NOTES:
I. NOT VAUD WITHOUT THE SIGNATURE AND THE ORIGINAL RAISED
SEAL OF A FLORIDA UCENSED 'SURVEYOR AND MAPPER'.
2. BEARING BASIS IS MATCHED TO THE CENTERUNE OF COUNTRY
CLUB DRIVE AS BEING N90'00'00'W,
3. THE 'LAND DESCRIPTION' SHOWN HEREON WAS PREPARED BY
THE SURVEYOR.
4. THIS SKETCH WAS PREPARED WITHOUT THE BENEFIT OF AN
ABSTRACT OR OPINION OF TITLE. NO INSTRUMENTS OF RECORD
REFLECTING EASEMENT, RIGHTS -OF -WAY, AND /OR OWNERSHIP
WERE FURNISHED TO THIS SURVEYOR EXCEPT AS NOTED.
5. THIS SKETCH DOES NOT REPRESENT A FIELD SURVEY AS SUCH.
6. THIS IS NOT A BOUNDARY SURVEY AND DOES NOT DEFINE OWNERSHIP.
Surveyors Certification:
I hereby certify that the attached "Sketch of Description" of the hereon - described
property is true and correct to the best of my knowledge. I further certify that this
"Sketch of Description' meets 9T minimum technical standards set forth in
Chapter 61g17-6 of the Flonda .Ad minis°.ra0ve
AUG 11 2006
For the Firm By. 0
Ralph A., Nieto
NOT VAUD I07NOUT SHAM 7 AND 2 OF 2
SHEET 7 OF 2 Florida aal Surieyor and Mapper
Fld Registration Reglatration Nc. 6025
NOT VALID WITHOUT TKE SIGNATURE AND THE ORIGINAL RAISED
PRO.ECT NUMBER: 50672 SEAL OF A FLORIDA LICENSED'SURVEYOR AND MAPPER ".
CADO DW FILE.. 50672 - SKETCH
Engineers
C p � Planners SKETCH OF DESCR/PnCN PJK 8/70/06
1 Landscape Architects
Surveyors
Construction Management
w w w. e p h e n g i n e e r s. c o m
500 West Fulton Street, Sanford, FE 32771 P.O. Box 1808, Sanford, FE 32772 -2808
Phone 407.3226841 Fat 407.330.0639 Certificate of Authorization No. 7143 .
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BEARING
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NOT VALID IAIHOUT SHEETS I AND 2 OF 2
PRO.ECr NUMBER: S0672
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Engineers
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Landscape Architects
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Surveyors
ConatrucNoNt Management
w w w. c p h e n g i n e e r s. c o m
West Fulton Strut Sanford, FL 32771 P.O. Box 2808, Sanford, FL 327
Phone: 407.3226841 Fawn 407.330.0639
F.xIA if 5 IT
SKETCH OF DESCRIPTKJN
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