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

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WHEREAS, Tex. Loc. Gov't Code § 272.001 allows City to convey land it wants developed by contracting with an independent foundation without auction or soliciting competitive bids; and WHEREAS, Corporation is a Texas non-profit corporation and qualifies as an independent foundation under Tex, Loc. Gov't Code § 212.001; and WHEREAS, the Purchase Price is the fair market value of the Property; and NOW, THEREFORE, in consideration 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 patties hereby agree as follows: 1. Salc and Payehase. City agrees to sell and convey the Property to Corporation for the Purchase Price. 2. Title,Sur-vev . and Mspe€ tion Reports. City and Corporation understand and acluiowledge that Corporation will contract of has contracted with Developer pursuant to the Developer Sales Contract to sell and convey the Property to Developer. In order to save City, Corporation, and Developer the cost of multiple surveys and title policies and to expedite both transactions, City and Corporation agree: (a) City, as owner of the Property, agrees to reasonably cooperate with Corporation's obligations as Seller set forth in Section 2 of the Developer Sales Contract with respect to curing title objections and, pursuant thereto, Corporation shall inurrediately forward to City any and all notices received by Corporation pursuant to Section 2(c) of the Developer Sales Contract; (b) The transaction described in this Agreement and the transaction described in the Developer Sales Contract shall be treated by the Title Company as a pass-through transaction such that Title Company shall issue only one owner's title policy to Developer as the ultimate purchaser and owner of the Property pursuant to Section 5 of the Developer Sales Contract; and (c) City and Corporation will accept, review, and rely upon the survey, environmental studies, and other inspection reports of the Property obtained by Developer pursuant to the Developer Sales Contract as if they were obtained by Corporation pursuant to this Agreement. 3. fuspection Period. During the Inspection Period, Corporation and/or Developer and its agents or employees shall have the right to enter upon the Property and conduct such inspections, tests and studies as they may deem reasonable and necessary in accordance with and subject to Section 3(a) of the Developer Sales Contract, including, but not limited to, Developer's agreement to itldernnify, defend, and hold City harmless as set forth in said Section 3(b) If for any reason Developer determines not to purchase the Property fron-1 Corporation and terminates the Developer Sales Contract in accordance with Section 3(a) of the Developer Sales PURCIL48E AND BALI; AGREEMENT: CITY OF LA PORTS: TO LA PORTE DEVELOPMENT CORPORATION — PAGL 3 (kb1:5/4112:55238)