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AGREEMENT TO PURCHASE <br />BETWEEN INDIAN RIVER COUNTY <br />AND <br />CLEGHORN SHOE CORPORATION <br />THIS AGREEMENT TO PURCHASE (the "Agreement") is made and entered into as of the <br />24 tlday of September , 2024, by and between Indian River County (the "Buyer"), and <br />Cleghorn Shoe Corporation, a Massachusetts corporation authorized to do business in <br />Florida, as the successor in interest to Miami Gardens, Inc, the owner of record (the <br />""Seller") who agree as follows: <br />WHEREAS, Seller owns the land located at 9010 87th Street, Vero Beach, Florida <br />32967 consisting of approximately 10.5 acres, and identified as parcel number <br />31382700000700000002.0 (the "Land'). A legal description of the Land is attached to this <br />agreement as Exhibit "A" and incorporated by reference herein; and <br />WHEREAS, Buyer seeks to acquire and develop the Land as a fire station and <br />other governmental uses (the "Intended Use") and <br />WHEREAS. Buyer acknowledges that, subject to the terms hereof, Buyer is <br />purchasing the Land in an "as is" condition, and Buyer accepts the Land in the condition <br />in which it exists as of the date of this Agreement. <br />NOW, THEREFORE, in consideration of the mutual terms, conditions, promises, <br />covenants and premises hereinafter, the BUYER and SELLER agree as follows: <br />Recitals. The above recitals are affirmed as being true and correct and <br />incorporated herein. <br />2. Agreement to Purchase and Sell. Seller hereby agrees to sell to Buyer, and Buyer <br />hereby agrees to purchase from Seller, upon the terms and conditions set forth in this <br />Agreement the Land, in fee simple, together with all improvements thereon, and together <br />with all easements, rights and uses now or hereafter belonging thereto (collectively, the <br />"Property"). <br />3. Purchase Price, Effective Date. The purchase price ("Purchase Price") for the <br />Property is $ 1,350,000.00 (One Million and Three Hundred and Fifty Thousand and <br />00/100 Dollars). The Purchase Price shall be paid on the Closing Date. The Effective Date <br />of this Agreement shall be the date upon which both Buyer and Seller have executed this <br />Agreement. If Buyer fails to execute this Agreement within thirty days(30) following the <br />date that Seller executes this Agreement, the Agreement will automatically terminate and <br />be of no further force and effect. <br />3.1 Deposits. Within five (5) days of the Effective Date of this Agreement, Buyer <br />shall deposit, and cause to be placed in an escrow account maintained by Atlantic Coastal <br />