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AGREEMENT TO PURCHASE AND SELL REAL ESTATE THIS AGREEMENT TO PURCHASE AND SELL REAL ESTATE ( " Agreement " ) is made and entered into as of the 1 st 'day of February , 2005 ,, by and between Indian River County , a political subdivision of the State of Florida ( " County" ) , and JDC Florida , Inc . , an Alabama Corporation , ( " Seller" ) , who agree as follows : 1 . Agreement to Purchase and Sell . 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 , that certain parcel of real property located on the North side of 45th Street , West of Indian River Boulevard , County of Indian River , State of Florida and more specifically described on Exhibit "A" attached hereto and incorporated by this reference containing approximately 111791 . 9 square feet or . 27 acre , and all improvements thereon , together with all easements , rights and uses now or hereafter belonging thereto (collectively , the " Property" ) . 2 . Purchase Price , Effective Date. The purchase price (the " Purchase Price " ) for the Property shall be Thirty- Six Thousand , Eight Hundred Fourteen Dollars and Fifty- One Cents ($ 36 , 814 . 51 ) . 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 . 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 " ) . 3A 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 . 4 . Representations of the Seller. 4A Seller 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 . 5/20/2004F :\Public Works\Capital Projects\Mise .Agreements\MNcontractsJDf@45thSt10- 13-04. doc /�E??V1er l/ Tol: R. ecclAvTY