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<br /> AGREEMENT TO PURCHASE AND SELL REAL ESTATE
<br /> THIS AGREEMENT TO PURCHASE, AND SELL REAL ESTATE (this "Agreement") is
<br /> made and entered into as of the2_nd_ day of X005, by and between Indian River County, a
<br /> political subdivision of the State of Florida, 1840 25th Street,Vero Beach, FL 32960 ("Seller"), and
<br /> Sunshine Rehabilitation Center of Indian River County; Inc., a Florida non-profit corporation d/b/a
<br /> Sunshine Physical Therapy Clinic, 1705 17th Avenue,Vero Beach, FL 32960("Buyer"), who agree
<br /> as follows:
<br /> 1. Agreement to Purchase and Sell. Seller hereby agrees to sell to Buyer, and Buyer hereby
<br /> agrees to purchase from Seller, upon the terms and conditions set forth in this Agreement, that
<br /> certain parcel of real property located at 1705 17th Avenue, Vero Beach, County of Indian River,
<br /> State of Florida and more specifically described on Exhibit"A"attached hereto and incorporated
<br /> by this reference containing approximately 1.41 acres, in"as-is,where-is"condition,together with
<br /> all easements, rights, and uses appurtenant thereto, if any, (collectively, the "Property").
<br /> 2. Purchase Price, Effective Date. The purchase price(the"Purchase Price")for the Property
<br /> shall be Three Hundred and Fifty-Two Thousand Dollars($352,000.00). The Purchase Price shall
<br /> be paid by Buyer to Seller on the Closing Date. The Effective Date of this Agreement shall be the
<br /> date upon which Indian River County as Seller shall have approved the execution of this
<br /> Agreement, either by approval by the Indian River County Board of County Commissioners at a
<br /> formal meeting of such Board,or by the County Administrator pursuant to his delegated authority.
<br /> 3. Title and Survey. Seller shall convey marketable title to the Property by County deed,
<br /> pursuant to Florida Statutes, Section 125.411, subject, as set forth herein, to that certain Lease
<br /> between Seller, as Lessor, and Buyer as Lessee dated February 20, 1980 (the "Lease"); and
<br /> further subject to property taxes for the year of Closing and covenants, restrictions, and public
<br /> utility easements of record provided that none of the foregoing prevents Buyer's intended use and
<br /> development of the Property(the"Permitted Exceptions"). The parties acknowledge and agree
<br /> that at Closing the Lease shall terminate, by operation of law, upon recordation of the County deed
<br /> contemplated in Section 6.1 of this Agreement.
<br /> 3.1 At Buyer's sole cost, Buyer may order an Ownership and Encumbrance Report or
<br /> Title Insurance Commitment with respect to the Property. Buyer shall, prior to the expiration of the
<br /> Inspection Period(as hereinafter defined),deliver written notice to Seller of title defects. Title shall
<br /> be deemed acceptable to Buyer if (a) Buyer fails to deliver notice of defects within the time
<br /> specified; (b) Buyer delivers notice to Seller to terminate this Agreement, whereupon this
<br /> Agreement shall be of no further force and effect; or(c) Buyer delivers notice to Seller to accept
<br /> title subject to existing defects and proceed to closing.
<br /> 3.2 At Buyer's sole cost, Buyer may obtain a survey of the Property (the "Survey"),
<br /> certified to Buyer, Seller, the Title Company (and underwriter) issuing the Title Insurance
<br /> Commitment, and Buyer's lender, if any, and certifying,that such Survey was prepared in
<br /> accordance with the minimum technical requirements and standards promulgated by the Florida
<br /> Board of Professional Land Surveyors. Any defects shown on the Survey shall be objected to and
<br /> handled in the same manner as set forth in Paragraph 3.1 above; provided however, Buyer shall
<br /> have five (5) days from receipt of the Survey to deliver written notice of any defects to Seller.
<br /> 4. Inspection Period. Buyer shall have until 5:00 p.m. on the date that is thirty (30)
<br /> calendar days from the Effective Date hereof(the"Inspection Period"), to determine, in Buyer's
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