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OmKIGINAL
<br /> AGREEMENT TO PURCHASE AND SELL REAL ESTATE
<br /> THIS AGREEMENT TO PURCHASE AND SELL REAL ESTATE ( " Agreement" ) is made
<br /> and entered into as of the 9th day of June , 2009 by and between Indian River
<br /> County , a political subdivision of the State of Florida ( "County" ) , and CNL Net Lease Funding 2001 ,
<br /> LP , a Delaware Limited Partnership . , whose mailing address is 450 S . Orange Avenue Ste 1100 ,
<br /> Orlando , FL 32801 ( " Seller" ) , who agrees as follows :
<br /> 1 . Agreement to Purchase and Sell and Grant . The Seller hereby agrees to sell to the County, and
<br /> the County hereby agrees to purchase from Seller , upon the terms and conditions set forth in this
<br /> Agreement , that certain portion of the real property located at 1825 58th Avenue , Vero Beach ,
<br /> County of Indian River, State of Florida and more specifically described in Exhibit "A , " ( the
<br /> Property) containing approximately 2 ,459 square feet or 0 . 056 acre , zoned commercial general ,
<br /> located on 58th Avenue and all improvements thereon , together with all easements , rights and uses
<br /> now or hereafter belonging thereto .
<br /> 2 . Purchase Price , Effective Date . The purchase price (the " Purchase Price ") for the Property shall
<br /> be Sixty- One- Thousand - Four- Hundred - Seventy- Five and 00/ 100 Dollars ( $ 61 , 475 . 00 ) . The
<br /> Purchase Price shall be paid on the Closing Date . The Effective Date of this Agreement shall be the
<br /> date upon which the County shall have approved the execution of this Agreement , either by approval
<br /> by the Indian River County Board of County Commissioners at a formal meeting of such Board or by
<br /> the County Administrator pursuant to his delegated authority .
<br /> 3 . Title . Seller shall convey marketable title to the Property by special warranty deed ,
<br /> warranting against the acts of Seller and no others , conveying the Property to County , subject to
<br /> current taxes and assessments , reservations in patents , all easements , rights - of- way encumbrances ,
<br /> liens , covenants , conditions , restrictions , obligations and liabilities as may appear of record , and all
<br /> matters which an accurate survey of the Property or a physical inspection of the Property would
<br /> disclose .
<br /> 3 . 2 County may order an Ownership and Encumbrance Report with respect to the Property .
<br /> County shall , within thirty ( 30) days from receipt of the Ownership and Encumbrance Report , deliver
<br /> written notice to Seller of title defects . Title shall be deemed acceptable to County if (a) County fails
<br /> to deliver notice of defects within the time specified, or (b) County delivers notice and Seller cures
<br /> the defects within thirty ( 30) days from receipt of notice from County of title defects ( "Curative
<br /> Period" ) . Seller shall have until the Curative Period to eliminate the title defects or to obtain title
<br /> insurance endorsements , at County ' s expense , against such title defects , it being understood and
<br /> agreed , however , that Seller shall have no duty or obligations whatsoever to eliminate or secure a
<br /> title endorsement against any such title defects . If the title defects are not cured within the Curative
<br /> Period , County shall have thirty ( 30 ) days from the end of the Curative Period to elect, as its sole and
<br /> exclusive remedy , by written notice to Seller , to : ( i ) to terminate this Agreement , whereupon shall be
<br /> of no further force and effect , or ( ii ) extend the Curative Period for up to an additional 90 days ; or
<br /> ( iii ) accept title subject to existing defects and proceed to closing .
<br /> 4 . Representations of the Seller.
<br /> 4 . 1 Seller has the full right , power , and authority to sell and convey its interest in the Property as
<br /> provided in this Agreement and to carry out Seller ' s obligations hereunder and under any other
<br /> documents and instruments executed y Seller pursuant this Agreement , and , except as expressly
<br /> provided to the contrary herein , all requisite actions necessary to authorize Seller to enter into this
<br /> Agreement and to carry out Seller ' s obligations hereunder and under any other documents and
<br /> instruments executed by Seller pursuant hereto has been, or on or before the Closing , will have been
<br /> taken .
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