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incorporated herein 2. Agreement to Purchase and Sell. Lockwood hereby agrees to sell to the County, and the County hereby agrees to purchase from Lockwood, upon the terms and conditions set forth in this Agreement, that certain parcel of real property located at the north west corner of 17th Street SW and 27th Avenue, Vero Beach, Florida and more specifically described in the sketch and legal description attached as Exhibit "B", containing approximately 0.61 acres, and all improvements thereon, together with all easements, rights and uses now or hereafter belonging thereto. 2.1 Consideration, Effective Date. The Consideration for the Property shall be the construction of a south bound right turn lane on 27th Avenue to 17th Street SW, Vero Beach, FL (Improvements). The County shall have the Improvements constructed pursuant to a Developer Agreement with the developer of the adjacent Millstone Landing subdivision. The Improvements shall be design ' ed, permitted and constructed without cost or expense to Lockwood. The Parties agree that construction of the Improvements shall take place within one year after the closing of this transaction. 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. This Paragraph 2.1 and the County's obligations herein shall survive closing, and in the event of non-compliance by the County, Lockwood, shall be entitled to injunctive relief to enforce compliance. 3. Title. Lockwood shall convey marketable title to the Property by Warranty Deed free of claims, liens, easements and encumbrances of record or known to Lockwood; 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 ("Permitted Exceptions"). 4. Representations of Lockwood. 4.1 Lockwood 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. Lockwood shall not be required to incur any cost or expenses to clear title, remove clouds on title or to delete any exceptions from title insurance coverage. 4.2 From and after the Effective Date of this Agreement, Lockwood 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. 4.3 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. P179