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iiiiiiiiiiiiiiiiiiiiiillillilillillillilI MEN ORIGINA ' AGREEMENT TO PURCHASE AND SELL REAL ESTATE o 00 8 - t CL THIS AGREEMENT TO PURCHASE AND SELL REAL ESTATE ("Agreement") is made and entered into as of the a04-* day of ill Ay 2008, by and between Indian River County, a political subdivision of the State of Florida ("County"), and Vero Investment 53, LLC, a Florida limited liability company ("Seller"), who agree as follows : 1 . 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, the real property located on U. S. Highway 1 , County of Indian River, State of Florida and shown on Exhibit "A" attached hereto and made a part hereof. 2. Purchase Price, Effective Date. The purchase price (the "Purchase Price") for the Property shall be One Million Eight Hundred Sixty-three Thousand One Hundred Twenty Five Dollars ($ 1 ,863 , 125). The Purchase Price shall be paid on the Closing Date. The Effective Date of this Agreement shall be the date upon which the County shall have approved the execution of this Agreement, either by approval by the Indian River County Board of County Commissioners at a formal meeting of such Board or by the County Administrator pursuant to his delegated authority; provided, however, if such approval is not given and received within forty-five (45) days of execution hereof by Seller, this Agreement shall be deemed null and void. 3 . Title. Seller shall convey marketable title to the Property by warranty deed free of claims or liens 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. 4. Curative Period. County may order an Ownership and Encumbrance Report with respect to the Property. County shall, within thirty (30) days from receipt of the Ownership and Encumbrance Report, 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 cures the defects within thirty (30) days from receipt of notice from County of title defects ("Curative Period"). Seller may elect 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) terminate this Agreement, whereupon shall be of no further force and effect, or (ii) extend the Curative Period for up to an additional ninety (90) days; or (iii) accept title subject to existing defects and proceed to Closing. 5 . Representations of the Seller. 5 . 1 . Seller is indefeasibly seized of marketable, fee simple title to the Property, and is the sole owner of and has good right, title and authority to convey and transfer the Property which is the subject matter of this Agreement, free and clear of all liens and encumbrances. 1