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L I <br /> 500 7 - � <br /> LAAC Project: Padgett Creek, L . L. C . <br /> OPTION AGREEMENT FOR SALE AND PURCHASE OF CONSERVATION EASEMENT <br /> THIS OPTION AGREEMENT FOR SALEM D PURCH E OF CONSERVATION <br /> EASEMENT ("Agreement") is made this �t J� day of 2007 , by and <br /> between PADGETT CREEK, . LL . C . , whose address is c/o RQ Smith , 4776 Old Dixie <br /> Highway, Vero Beach , Florida 32967 ("Seller'), and INDIAN RIVER COUNTY, a political <br /> subdivision of the State of Florida , whose address is 1801 27th Street, Vero Beach , <br /> Florida 32960 ( "Purchaser" or "County") . <br /> 1 . 1 GRANT OF OPTION . Seller hereby grants to Purchaser the exclusive option to <br /> purchase a conservation easement over the parcel of real property located in Indian River <br /> County, Florida , more specifically described in Exhibit "A" attached hereto and made a part <br /> hereof (the " Property") , in accordance with the provisions of this Agreement, in the form of <br /> the Conservation Easement attached as Exhibit "B" (the "Conservation Easement" ). <br /> 1 . 2 . The parties acknowledge and agree that the Conservation Easement does not have <br /> the Baseline Documentation report and summary (herein "Baseline Documentation") <br /> attached to the Conservation Easement as " Exhibit B" at the time this Agreement is <br /> executed . <br /> 1 . 3 . This Agreement becomes legally binding upon execution by the parties . The parties <br /> acknowledge and agree that this Agreement is an "option contract" within the meaning of <br /> Florida Statutes section 125 . 355 ( 1 )(a ). The parties further acknowledge and agree that <br /> the exercise of the option is subject to : (a) the satisfaction , or written waiver by both parties, <br /> of all conditions precedent contained in this Agreement; (b ) the approval of the Purchase <br /> Price for the Property by Purchaser; and (c) the approval of this Agreement by the County <br /> at a duly-noticed public hearing after 30 days' public notice . <br /> 1 . 4 . Conditions Precedent. The following are the conditions precedent for Purchaser to <br /> exercise the option granted under this Agreement: ( 1 ) Receipt of appraisals and a Survey <br /> (as hereinafter defined ) supporting the Purchase Price (as hereinafter defined ); (2) Receipt <br /> of satisfactory environmental site assessment(s) as set forth herein , to include all <br /> successively required phases of environmental site assessments/audits ; ( 3 ) Receipt of a <br /> satisfactory Survey; (4 ) The existence of no uncured title defects (as hereinafter defined ), <br /> except as otherwise set forth in this Agreement; (5) Completion of a mutually agreeable <br /> Baseline Documentation for the Conservation Easement; 6) The receipt an opinion of <br /> Bond Counsel for Indian River County that the exercise of the option granted in this <br /> Agreement, and the subsequent acquisition of the Conservation Easement as <br /> contemplated herein , using bond proceeds from the tax exempt general obligation bonds <br /> issued by Indian River County as contemplated by Resolution No. 2005-059 adopted May <br /> 17 , 2005; Resolution 2004-062 adopted June 22, 2004 ; and the "2004 Referendum " (as <br /> that term is used in the foregoing resolutions will not adversely affect the exclusion from <br /> gross income for purposes of federal income taxation of interest on such bonds ; and 7) <br /> receipt of evidence satisfactory to Purchaser in recordable form that the right of access to <br /> 1 <br />