08-03-09 Special Called Regular Meeting of the La Porte Development Board of Directors

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-- Commercial Unimproved Contract Concerning (5) any advance sums paid by a tenant under the lease; (6) any concessions, bonuses, Iree rents, rebates, brokerage commissions, or other matters that allect any lease; and (7) any amounts payable under the leases that have been assigned or encumbered, except as security lor loan(5) assumed or taken subject to under this contrac!. 19. NOTICES: All notices between the parties under this contract must be in writir.g and are el/ective when hand-delivered, mailed by certified mail return receipt requested, or sent by facsimile transmission to: Seller al Phone Fax 20. FEDERAL TAX REQUIREMENT: II Seller is a "foreign person" as defined by applicable law, or if Seller fails to deliver at closing an affidavit that Seller is not a foreign person, then Buyer will withhold from the sales proceeds at closing any amount sufficient to comply with applicable tax law and deliver the amount withheld to the Internal Revenue Service (IRS), together with appropriate tax forms. IRS regulations require liling written reports if cash in excess of specified amounts is received in the transaction. 21. DISPUTE RESOLUTION: The parties agree to negotiate in good faith in an effort to resolve any dispute related to this contract that may arise. If the dispute cannot be resolved by negotiation. the parties will submit the dispute to mediation before resorting to arbitration or litigation and will equally share the costs 01 a mutually acceptable mediator. 22. AGREEMENT OF THE PARTIES: A. This contract is binding on the parties, their heirs, executors, representatives, successors, and permitted assigns. B. This contract is to be construed in accordance with the laws of the State of Texas. C. 'This contract contains the entire agreement 'of the parties and may not be changed except by written agreement. D. If 'this contract is executed in a number of identical counterparts, each counterpart is an original and all counterparts, collectively; constitute one agreement. E: Buyer 0 may 0 may not assign this contract. If Buyer assigns this contract, Buyer will be relieved of any future liability . under this contract only if the assignee assumes, in writing, all obligations and liability of Buyer under this contract. '. F. Addenda which are part of this contract are: (Check all that apply.) [J (1) Property Description Exhibit identified in Paragraph 2; o (2) Financing Addendum; o (3) Commercial Property Condition Statement; o (4) Notice to Purchaser of Real Property in a Water District; o (5) Addendum for Coastal Area Property; o (6) Addendum for Property Located Seaward of the Gulf Intracoastal Waterway; and o (7) 23. TIME: Time is of the essence in this contract. The parties require strict compliance with the times for performance. If the last day to perform under a provision of this contract falls on a Saturday, Sunday, or legal holiday, the time lor pertormance is extended until the next day which is not a Saturday, Sunday, or legal holiday. 24. EFFECTIVE DATE: The effective date of this contract for the purpose of performance of all obligations is the date the escrow agent receipts this contract after all parties execute this contract. 25. ADDmONAL NOTICES: A. Buyer should have an abstract covering the Property examined by an attorney of Buyer's selection, or Buyer should be furnished with or obtain a title policy. B. If the Property is situated in a utility or other statutorily created district providing water, sewer, drainage, or flood control facilities and services, Chapter 49, Texas Water Code, requires Seller to deliver and Buyer to sign the statutory notice relating to the tax rate, bonded indebtedness, or standby fees of the district befoJe final execution of this contract. /TAD ~D""\ 11-1::_00 In;o.~d (0. IdenUrocatlon by Buyer ~ and Se'., eJl.... '" If TAR, P.O. Box 2246, Austin, TX 78768-2246 Page 8 of