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

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NOW, THEREFORE, in consideratioii of the sum of Ten and No/100 Dollars ($10.00) and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereby agree as follows: I . Sale and P urehase. Seller agrees to sell, and Purchaser agrees to purchase the Property as provided in this Agreement for the Purchase Price. Title Survey, and Environmental Re arts. (a) Not later than ten (10) days after the Effective Date, Seller shall, at Seller's expense, deliver to Purchaser: (i) a current commitment for an Owner's Policy of Title Insurance for the Property Froin the Title Company, setting forth the state of title to the Property together with any casements or restrictions (existing or created puns€rant 1lereto) benefiting or burdening the Property, together with all exceptions or conditions to such title, (ii) legible copies of all documents referenced in the Title Commitment; (iii) any environniental or geotechnical studies or reports that Seller may have in its possession with respect to the Property; and (iv) tax certificate(s) regarding the payment of ad valorem taxes for current and prior years. (b) Purchaser shall, not later than twenty (20) days after tyre Effective Date, and at Purchaser's expense, obtain a survey of the Property and deliver same to Seller. "Survey" means in on - the -ground, staked plat of survey and metes -and -bounds description of the Property, prepared by a Texas Registered Property Land Surveyor or another surveyor satisfactory to Title Company, dated after the Effective Date, and certified to comply with the current standards and specifications as published by the Texas Society of Professional Surveyors required for obtaining deletion of the survey exception in the Title Policy. In lieu of a new sur%Tey, Purchaser may provide a previously prepared survey accompanied by an affidavit (e.g. Form T-47 modified for commercial transactions) reasonably acceptable to Title Company and Seller. (c) Purchaser shall, not later than five (5) days after Purchaser's receipt of the last of the Survey and Title Commitulent, notify Seller and Title Company of any objections to the Survey or Title Conimitrnent. If there are objections by Purchaser, Seller shall in good faith attempt to satisfy them prior to Closing, but Seller shall not be required to incur any cost to do so, If Seller delivers written notice to Purchaser not later than the ten (10) calendar clay after Seller's receipt of Purchaser's objections that Seller is unable to satisfy such objections, Purchaser may either waive such objections and accept title as Seller is able to convey or terminate this Agreement by written notice to Seller and the Title Company prior to the expiration of the Inspection Period. 3. 1115r)ection Period. (a) During the Inspection Period, Purchaser and its agents or employees shall have the right to enter upon the Property diming regular business hours Upon reasonable notice and conduct such inspections, tests aIld studies as they may deem necessary. If for any reason Purchaser determines not to purchase the Property, Purchaser may terminate this Agreement by notifying Seller and Title Company ill writing prior to the expiration of the Inspection Period and neither party shall have any fiirther claim ATTACHMENT I TO PIIRCHASL AND SALE AGREEMENT: CITY OF LA PORTE TO L.A. PORTE DEVELOPl1IENT CORPORATION — PAGE 13 (kbl:514I12:552.58)