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2.1 Purchase Price, Effective Date. The purchase price ("Purchase Price") for the Property shall be $200,000.00 (Two Hundred Thousand 00/100 Dollars). The Purchase Price shall be paid on the Closing Date. The Effective Date of this Agreement shall be the date upon which the County shall have approved the execution of this Agreement, either by approval by the Indian River County Board of County Commissioners at a formal meeting of such Board or by the County Administrator pursuant to his delegated authority. 2.2 Unimproved Parcel. The County agrees convey to the Seller the parcel of property minus the needed Right -of -Way directly to their south border as depicted in Exhibit "C". 2.3 Conditions. The County agrees to the following conditions of the sale: 2.3.1. Two parcels of equal size, both of which may be improved with single family residences, may be legally created with the remainder parcel and the property shown on Exhibit "C". 2.3.2. Each parcel will have the existing impact fees credited to the land. 2.3.3. The north driveway will remain in place and the south driveway may be located as far south as permitted for a total of two driveways, one for each parcel. 2.4 Costs and Fees. The County shall pay the sum of $18,000.00 for all expert witness fees and costs. The County shall pay $52,107.00 for all attorneys' and costs, including non -monetary benefits to the Brent Simon Law Group. 3. Title. Seller shall convey marketable title to the Property by warranty deed free of claims, liens, easements and encumbrances of record or known to Seller; 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"). 3.1 County may order an Ownership and Encumbrance Report or Title Insurance Commitment with respect to the Property. 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 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) to terminate this Agreement, whereupon 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.