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avv7- 3 <br /> AGREEMENT TO PURCHASE AND SELL <br /> fflu I A L <br /> THIS AGREEMENT TO PURCHASE AND SELL REAL ES Agreement ) is made <br /> and entered into as of the 18th day of October , 2007, by and between Indian River County, <br /> a political subdivision of the State of Florida ("County') , and Waterland Operating Company. <br /> LLC . A Florida Limited Liability Company ( " Sellers" ), who agree as follows : <br /> 1 . Agreement to Purchase and Sell . The Seller hereby agrees to sell to the County, and the <br /> County hereby agrees to purchase from Seller, upon the terms and conditions set forth in this <br /> Agreement, that certain parcel of real property located at 5290 US HIGHWAY 1 Vero Beach , <br /> FL (see attached Exhibit "A" ) County of Indian River, State of Florida and more specifically <br /> described on Exhibit "A" attached hereto and incorporated by this reference containing <br /> approximately 13, 500. 0 square feet, and all improvements thereon , togetherwith all easements , <br /> rights and uses now or hereafter belonging thereto (collectively, the " Property") . <br /> 2 . Purchase Price , Effective Date . The purchase price (the " Purchase Price") for the parcel <br /> shall be Four-Hundred- Thousand-and 00/00 Dollars ($400, 000.00). The Purchase Price shall <br /> be paid on the Closing Date . The Effective Date of this Agreement shall be the date upon which <br /> the County shall have approved the execution of this Agreement, either by approval by the <br /> Indian River County Board of County Commissioners at a formal meeting of such Board or by <br /> the County Administrator pursuant to his delegated authority . <br /> 3 . Title . Seller shall convey marketable title to the Property by warranty deed free of claims , <br /> liens , easements and encumbrances of record or known to Seller; but subject to property taxes <br /> for the year of Closing and covenants, restrictions and public utility easements of record provided <br /> (a) there exists at Closing no violation of any of the foregoing ; and (b) none of the foregoing <br /> prevents County's intended use and development of the Property (" Permitted Exceptions") . <br /> 3 . 1 County may order an Ownership and Encumbrance Report or Title Insurance <br /> Commitment with respect to the Property. County shall within fifteen ( 15) days following the <br /> Effective Date of this Agreement deliver written notice to Seller of title defects . Title shall be <br /> deemed acceptable to County if (a) County fails to deliver notice of defects within the time <br /> specified , or (b) County delivers notice and Seller cures the defects within thirty (30) days from <br /> receipt of notice from County of title defects ("Curative Period") . Seller shall use best efforts to <br /> cure the defects within the Curative Period and if the title defects are not cured within the <br /> Curative Period , County shall have thirty (30) days from the end of the Curative Period to elect , <br /> by written notice to Seller, to : (i) to terminate this Agreement, whereupon shall be of no further <br /> force and effect, or (ii ) extend the Curative Period for up to an additional 90 days ; or (iii) accept <br /> title subject to existing defects and proceed to closing . <br /> 4 . Representations of the Seller. <br /> 4 . 1 Seller is indefeasibly seized of marketable , fee simple title to the Property, and is the sole <br /> owner of and has good right , title , and authority to convey and transfer the Property which is the <br /> subject matter of this Agreement, free and clear of all liens and encumbrances . <br /> 4 . 2 From and after the Effective Date of this Agreement , Seller shall take no action which <br /> would impair or otherwise affect title to any portion of the Property , and shall record no <br /> FAEngineering\Robert Webb\53rd street ext\waterinnddevelop 53street P=hase Contract.doc - 1 - <br />