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