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AGREEMENT TO PURCHASE AND SELL REAL ESTATEb }" - THIS AGREEMENT TO PURCHASE AND SELL REAL ESTATE ("Agreement") by and between Indian River County , a political subdivision of the State of Florida ("County") and Neil J . Gaeta, Trustee ("Seller") , is made and effective as of the last date that the last signatory for either Seller or County executes this Agreement ("Effective Date") . Seller and County hereby agree as follows : 1 . Agreement to Purchase and Sell and Grant. 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 portion of the parcel of real property located at 3540 41 " Street, Vero Beach , County of Indian River , State of Florida as more specifically described on attached Exhibit "A" ("Sale Property") , containing approximately 23 ,527 square feet, zoned light industrial, located on the north side of 41 " Street, and all improvements thereon , together with all easements , rights and uses now or hereafter belonging thereto. In addition, concurrently upon the Closing (as defined hereafter) of the Sale Property, the Seller agrees to dedicate to the County that certain property more specifically described on attached Exhibit `B " ("Dedicated Property") , located on the northern boundary fronting 43rd Street without compensation for the purpose of a right-of-way . Both the Sale Property and Dedicated Property shall be collectively referred to hereinafter as the "Property" . The parties hereby acknowledge and agree that the obligation of Seller to grant the Dedicated Property to the County under the terms of this Agreement is expressly contingent upon, and subject to , County closing on the Sale Property on the Closing Date (as defined hereafter) and Seller receiving the Purchase Price (as defined hereafter). 2. Purchase Price, Effective Date. The purchase price ("Purchase Price") for the Property shall be One Hundred Eleven Thousand Eight Hundred and No/ 100 Dollars ($ 111 ,800) subject to adjustments , credits and prorations as provided herein, which is calculated as the sum of the following : (i) One Hundred Thousand and No/ 100 Dollars ($ 100 ,000) for the real property ; (ii) Six Thousand Eight Hundred and No/ 100 Dollars ($6, 800) for Seller' s legal fees; and (iii) Five Thousand and No/ 100 Dollars ($5 ,000) for the cost of the permits that expired and redesign of the pending plat application . The Purchase Price shall be payable in full , in cash by wire transfer of immediately available funds by the County to Seller on the Closing Date . Seller agrees to furnish wire transfer instructions seven (7 ) days prior to closing. 3 . Title , 3 . 1 Seller shall convey the Property by special warranty deed ("Deed"), subject to property taxes and assessments for the year of Closing and subsequent years not yet due and payable, easements, restrictions and other matters of record , prohibitions imposed by governmental authority, and any matter created by or through the County ("Permitted Exceptions"), provided nothing prevents County ' s intended use and development of the property 3 . 2 County , at County ' s sole cost and expense, within thirty (30) days of the Effective Date ("Title Period") may order an Ownership and Encumbrance Report ("Title Report") with a national title company of County' s choice with respect to the Property . In the event the County elects to order a Title Report, County shall have until the expiration of the Title Period to deliver written notice to Seller of any title defects . If such written notice is given within said period , Seller shall have until five ( 5) business days after receipt of such written notice of title defects to provide County of its intension to either cure or not to cure the title defects so specified . If Seller notifies County in writing of Seller' s intention not to cure any stated title defect, County shall have the option either to ( i) waive the uncured title defect in 1 C:\Dotvntentx atul Seuiugh'(xethslxitehnunLLueul Setthip eMirmy huentet ReAOMMSSS • Purchuxe and Sell Agreement - Vnr Buxowm Pmt: (VB Funn) Q 01 .21 .08).tkw