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incorporated herein. 2.1 Agreement to Purchase and Sell Utility Easement. 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, a perpetual, exclusive utility easement over those certain parcels of real property more specifically described in the sketch and legal descriptions attached as Exhibit "B", (the "Utility Easement"). A copy of the Utility Easement is attached hereto as Exhibit "B". The County shall have the right but not the obligation to perform emergency maintenance on the Utility Easement. 3. Purchase Price. Effective Date. The purchase price for the Easement shall be Thirteen Thousand Nine Hundred Twenty -Five Dollars, ($13,925.00) subject to and conditioned upon the approval of the Indian River County Board of County Commissioners at a formal meeting of the Board. The purchase price was established. by an appraisal of the properties performed by an MA! appraiser who was mutually agreed upon by the parties. The County shall pay and Seller shall accept the appraised value of the Utility Easement as the Purchase and Sale price of the Utility Easement. The Purchase Price shall be paid on the Closing Date. The Effective Date of this Agreement shall be the date upon which the Board of County Commissioners shall have approved the execution of this Agreement. 4. Title. Seller shall convey the Utility Easement free of claims, liens and encumbrances of record or known to Seller; but 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 ("Permitted Exceptions"). Seller shall obtain a consent and joinder to the utility lien from any mortgage holder. 4.1 County may order an Ownership and Encumbrance Report or Title Insurance Commitment with respect to the Utility Easement. County shall within fifteen (15) days following the Effective Date of this Agreement 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 shall use its best efforts 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 this Agreement shall be of no further force and effect, or (ii) extend the Curative Period for up to an additional 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 Properties, and is the sole owner of and has good right, title, and authority to convey and transfer the Utility easement which is the subject matter of this Agreement, free and clear of all liens and 2