2008-361 - Laserfiche WebLink

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1 2. Agreement to Purchase and Sell The Seller hereby agrees to sell to the County, and the County hereby agrees to purchase from Seller, upon the terms and conditions set forth in this Agreement, that certain parcel of real property located at, 4310 20th Avenue Vero Beach, Florida 32966 and more specifically described in the sketch and legal description attached as Exhibit "A", containing approximately 0.23 acres, and all improvements thereon, together with all easements, rights and uses now or hereafter belonging thereto (collectively, the "Property"), 2.1 Purchase Price, Effective Date The terms of this Agreement are set forth in the document attached hereto as Exhibit B. The purchase price ("Purchase Price") for the Property shall be one million six hundred fifty thousand dollars ($1,650,000.00) The Purchase Price shall be paid on the Closing Date. The Indian River Board of County Commissioners approved the terms of this Agreement as set forth on the attached Exhibit B on September 16, 2008, during a regular meeting of the Commission. The Effective Date of this Agreement shall be the date upon which the County executes this Agreement. 3. Title. Seller shall convey marketable title to the Property by warranty deed free of claims, liens, easements and encumbrances of record or known to Seller; but subject to property taxes for the year of Closing and covenants, restrictions and public utility easements of record provided (a) there exists at Closing no violation of any of the foregoing; and (b) none of the foregoing prevents County's intended use and development of the Property ("Permitted Exceptions"). 3.1 County shall order a Title Insurance Commitment and Policy with respect to the Property from Dominion Title Company as agent for Chicago Title Insurance Company in the amount of the purchase price. County shall within fifteen (15) days following the Effective Date of this Agreement deliver written notice to Seller of title defects. Title shall be deemed acceptable to County if: (a) County fails to deliver notice of defects within the time specified, or (b) County delivers notice and Seller cure the defects within thirty (30) days from receipt of notice from County of title defects ("Curative Period"). Seller shall use their best efforts to cure the defects within the Curative Period and if the title defects are not cured within the Curative Period, County shall have thirty (30) days from the end of the Curative Period to elect, by written notice to Seller, to: (i) to terminate this Agreement, whereupon shall be of no further force and effect, or (ii) extend the Curative Period for up to an additional 90 days; or (iii) accept title subject to existing defects and proceed to closing. 4. Representations of the Seller. 2