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AGREEMENT TO PURCHASE AND SELL REAUJIj INAL THIS AGREEMENT TO PURCHASE AND SELL REAL ESTATE ("Agreement") is made and entered into as of the 7th day of . October . 2008 by and between Indian River County, a political subdivision of the State of Florida ("County") , and Elwill Associates Inc. whose address is 319 Monroe Drive West Palm Beach, FL 33405 ("Sellers') , 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 at 7th Street Vero Beach, FL 32960 (see attached Exhibit "A") County of Indian River, State of Florida and more specifically described on Exhibit "A" attached hereto and incorporated by this reference containing approximately 1w9 acres. and all improvements thereon, together with all easements, rights and uses now or hereafter belonging thereto (collectively , the "Property"). Subject to the terms and conditions of developers agreement between Elwill Associates, Inc. and Indian River Federal Credit Union and Indian River County. (see attached Exhibit "131) 2. Purchase Price, Effective Date. The purchase price (the "Purchase Price") for the parcel shall TwoHundrecL NinetvThree- ThousenaLFive-Hundredw&ahtvOOIOODollars (5293,580. 00). 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. Indian River County will promptly seek approval by Board of County Commissioners. If such approval is not obtained within 45 days of the execution of this contract by seller, seller at ifs option may revoke this agreement. 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. 4. Representations of the Seller. 4 . 1 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. F:Wnginc M&WbW wcbnbMimaoml« =h3sc Cmh- -doc- I -