08-14-12 Meeting of the La Porte Development Corporation Board of Directors

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including, without Iimitation, ter, sewage, gas and electric and including the utility availability coacities allocated to the Property by the relevant governirrental or regulatory authority,,(x) usages of adjoining_praperty, (xi) access to the Property or any portion thereof, (xiit the value. compliance with the plans and specifications, size, location, age, use, design, quality, description, durability, structural integrity, operation, leasing title to or physical or Pinaricial condition of the Property_ or any portion thereof, or any income expenses, charges. liens, encumbrances, rights or claims on or affecting or pertaining to the Property or any par•t thereof; (xiii_) the potential for further development of the Property,or (xiv) the merchantability of the Property or fitness of the Propert for any particular purpose (Corporation affirming that Corporation has not relied oil City's. skill or iudgment to select or furnish the Property for any particular purpose, and that City makes no warranty that the Proocrty is fit for any particular purpose). T (c) Corporation agrees that prior to the expiration of the Inspection Period it will have the opportunity to examine and investigate the Pro 7ertyaid that, in purchasing the Property. Corporation will rely olely upon its independent examination, study, inspection and knowledge of the Property, and Corporation is relying solely upon its own examination. study, inspection, and, exceot for representations and warranties specifically set forth herein and, exceot for the special warranties of title set forth in the special walTanty deed, knowledge of the Property and Corporation's determination of the value of the Property and rises to which the Prosy may be Put, and not oil any information provided or to be provided by Cii (d) The provisions of this Section 8 shall survive the termination_ of this A reeinent and the Closin . 9. Compliance with 'Tex._Loc. Govt. Code §. Corporation understands and acknowledges that City is selling the Property to Corporation in Corporation's capacity as an independent foundation pursuant to Tex. Loc. Gov't Code §272.001 without conducting an auction or soliciting competitive bids, but subject to the requirement that the Property be developed in accordance with the Restriction Agreement. Corporation agrees that the resale of the Property to Developer shall be subject to the Restriction Agreement, which Developer must sign. at Closing and which shall be recorded along with the Special Warranty Deed. 10. Codi€ii€iit�ion.s © CIoshig. Closing on this Agreement is expressly conditioned oil and subject to the following: (a) The closing of the sale of the Property by Corporation to Developer concurrently with the Closing of this Agreement. (b) Developer signing, acluiowledging and delivering to Title Company for recording at Closing the Restriction Agreement. 11. Remedies. If a party Hereto defaults, the non -defaulting party's sole remedy shall be to terininate this Agreement by providing -written notice to the defaulting party. PURCHASE AND SALE AGREEMENT: CITY OF LA PORTE TO LA PORTE DEVELOPMENT CORPORATION - PAGE 6 (1,K5/=1/12:55288)