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<br /> AGREEMENT TO PURCHASE AND SELL REAL ESTATE
<br /> THIS AGREEMENT TO PURCHASE AND SELL REAL ESTATE (" Agreement" is
<br /> made and entered into as of the 1st day of September, 2011 by and between PNC Bank,
<br /> National Association , successor in interest to National City Bank (" Seller") and Indian River
<br /> County, a political subdivision of the State of Florida (" County") , 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 1700 Highway AIA, Vero Beach,
<br /> County of Indian River , State of Florida and more specifically described in Exhibit "A"
<br /> containing approximately ( . 0025 acres , more or less or 108 square feet) and all other
<br /> improvements thereon, together with all easements , rights and uses now or hereafter belonging
<br /> thereto (collectively , the "Property") .
<br /> 2 . Purchase Price Effective Date . The purchase price (the "Purchase Price") for the Property
<br /> shall be Two Thousand Four Hundred Eighty Four Dollars & 00/100 ($ 2 ,484 . 00) . The
<br /> Purchase Price shall be paid on the Closing Date . The Effective Date of this Agreement shall be
<br /> the date upon which the County shall have approved the execution of this Agreement, either by
<br /> approval by the Indian River County Board of County Commissioners at a formal meeting of
<br /> such Board or by the County Administrator pursuant to his delegated authority .
<br /> 3 . Title . Seller shall quit claim title to the Property to the County by quit claim
<br /> deed,
<br /> subject to all claims , liens , easements and encumbrances of record or known to Seller, including
<br /> but not limited to the liens , easements , and encumbrances listed on Exhibit " C" if attached,
<br /> property taxes for the year of Closing and covenants , restrictions and public utility easements of
<br /> record provided (a) there exists at Closing no violation of any of the foregoing ; and (b) none of
<br /> the foregoing prevents County' s intended use and development of the Property (collectively , the
<br /> "Permitted Encumbrances") ,
<br /> 3 . 2 County may order an Ownership and Encumbrance Report with respect to the Property ,
<br /> County shall , within thirty ( 30 ) days from receipt of the Ownership and Encumbrance Report,
<br /> deliver written notice to Seller of title defects which are not Permitted Encumbrances . Title shall
<br /> be 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 commercially
<br /> reasonable efforts to cure the defects within the Curative Period and if the title defects are not
<br /> cured within the Curative Period, County shall have thirty (30) days from the end of the Curative
<br /> Period to elect, by written notice to Seller , to : (i) to terminate this Agreement, whereupon shall
<br /> be of no further force and effect, or (ii) extend the Curative Period for up to an additional
<br /> 90
<br /> days ; or (iii) accept title subject to existing defects and proceed to closing .
<br /> 4 . Representations of the Seller .
<br /> 4 . 1 Seller is the sole owner of and has good right, title and authority to convey and transfer
<br /> the Property which is the subject matter of this Agreement, subject to all of the Permitted
<br /> 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 /> documents in the Public Records which would affect title to the Property , without the prior
<br /> written consent of the County .
<br /> 4 . 3 To the best of Seller ' s knowledge , there are no existing or pending special assessments
<br /> affecting the Property, which are or may be assessed by any governmental authority , water or
<br /> sewer authority , school district, drainage district or any other special taxing district .
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