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2 . Purchase Price ; Effective Date . The purchase price (the " Purchase Price") for the Property shall be ONE THOUSAND dollars ($ 1 , 000. 001 . The Purchase Price shall be paid on the Closing Date . The Purchase Price is inclusive of all damages , attorney' s fees , expert witness fees and costs incurred by the Kelly Estate as a result of the encroachment on the Property depicted in Exhibit " B" . The Effective Date of this Agreement shall be the date upon which the County shall have approved the execution of this Agreement , by the Indian . River County Board of County Commissioners at a formal meeting of such Board . 3 . Title to the Property . The Kelly Estate shall convey title to the Property by Quit Claim deed free of claims , liens , easements and encumbrances of record or known to the Kelly Estate ; but subject to property taxes for the year of Closing and subject to 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 . 0 County may , at its own expense , order an Ownership and Encumbrance Report with respect to the Property. County shall , within three ( 3) days from receipt of the Ownership and Encumbrance Report , deliver written notice to the Kelly Estate of title defects. Title shall be deemed acceptable to County if County fails to deliver notice of defects within the time specified . 5 . Representations of the Kelly Estate . 5 . 1 The Kelly Estate 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 . 5 . 2 From and after the Effective Date of this Agreement , the Kelly Estate shall take no action which would impair or otherwise affect title to any portion of the Property , and shall record no documents in the Public Records which would affect title to the Property, without . the prior written consent of the County . 5 . 3 There are no existing or pending special assessments affecting the Property, which are or may be assessed by any governmental authority, water or sewer authority , school district , drainage district or any other special taxing district . 6 . Default . 6 . 1 In the event the Kelly Estate shall fail to perform any of its obligations hereunder, the County shall be entitled to terminate this Agreement by written notice delivered to the Kelly Estate at or prior to the Closing Date , or waive the Kelly Estate 's default and proceed to Closing . 2