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2. As a part of the Purchase Agreement, the Paradise hereby agrees to convey to FDOT, 4,140 <br />square feet (0.095 acres) of property identified as Parcel 101, depicted on the sketch and <br />legal description attached and incorporated by reference as Exhibit B. Upon completion of <br />the construction project, MOT will in turn convey a portion of the right-of-way abutting 43rd <br />Avenue to the County. <br />3. As a part of the Purchase Agreement, the County agrees to convey to Paradise, 6,098 square <br />feet (0.14 acres) of property depicted on the legal description attached and incorporated by <br />reference as Exhibit C. <br />4. The Parties acknowledge that there is a lease covering Parcel 101 that will be released by <br />Paradise and the Tenant(s) prior to or on the Closing Date contemplated in the Purchase <br />Agreement. <br />5. The parties agree to complete the Exchange on or before the Closing Date contemplated in <br />the Purchase Agreement. <br />6. Each party shall convey marketable title to their respective parcels by County or warranty <br />deed free of claims, liens, easements, encumbrances and property taxes prorated for the year <br />of closing. <br />7. Each Party shall be responsible for preparation of its own Closing documents and each party <br />shall hold any deed in escrow until the Closing Date. <br />8. FDOT shall pay the following expenses at Closing: The cost of recording the warranty deed <br />from Paradise and any release or satisfaction(s) obtained by Paradise pursuant to the <br />Agreement or this Exchange. <br />9. Paradise shall pay the following expenses at or prior to Closing: <br />a. Any and all taxes prorated to the Closing date. <br />b. All costs necessary to cure title defect(s) or encumbrances, other than the permitted <br />exceptions, and <br />c. All costs to satisfy or release of record all existing mortgages, liens or encumbrances upon <br />the Property conveyed to the FDOT. <br />10. In the event a dispute arises over this agreement, Paradise and County shall each pay their <br />own attorneys' fees and costs. <br />11. This Exchange with its attachments and the Purchase Agreement constitute the entire <br />agreement between the parties with respect to this transaction and supersedes all prior <br />agreements, written or oral. <br />12. The Parties agree that as a result of the taking of Paradise's property to be used as right-of- <br />way for the Project, Paradise's resulting site design will be non -conforming with the <br />