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WHEREAS, <br />Tex. Loc. Gov’t Code § 272.001 allows City to convey land it wants <br />developed by contracting with an independent foundation without auction or soliciting <br />competitive bids; and <br />WHEREAS, <br />Corporation is a Texas non-profit corporation and qualifies as an <br />independent foundation under Tex. Loc. Gov’t Code § 272.001; and <br />WHEREAS, <br />the Purchase Price isthe fair market value of the Property; and <br />NOW, THEREFORE, <br />in consideration of the sum of Ten and No/100 Dollars ($10.00) <br />and other good and valuable consideration, the receipt and sufficiency of which are hereby <br />acknowledged, the parties hereby agree as follows: <br />Sale and Purchase. <br /> 1. City agrees to sell and convey the Property to Corporation <br />for the Purchase Price. <br />Title, Survey, and Inspection Reports. <br /> 2. City and Corporation understand and <br />acknowledge that Corporation will contract or has contracted with Developer pursuant to the <br />Developer Sales Contract to sell and convey the Property to Developer. In order to save City, <br />Corporation, and Developer the cost of multiple surveys and title policies and to expedite both <br />transactions, City and Corporation agree: <br />(a)City, as owner of the Property, agrees to reasonably cooperate with <br />Corporation’s obligations as Seller set forth in Section 2 of the Developer Sales Contract <br />with respect to curing title objections and, pursuant thereto, Corporation shall <br />immediately forward to City any and all notices received by Corporation pursuant to <br />Section 2(c) of the Developer Sales Contract; <br />(b)The transaction described in this Agreement and the transaction described <br />in the Developer Sales Contract shall be treated by the Title Company as a pass-through <br />transaction such that Title Company shall issue only one owner’s title policy to <br />Developer as the ultimate purchaser and owner of the Property pursuant to Section 5 of <br />the Developer Sales Contract; and <br />(c)City and Corporation will accept, review, and rely upon the survey, <br />environmental studies, and other inspection reports of the Property obtained by <br />Developer pursuant to the DeveloperSales Contract as if they were obtained by <br />Corporation pursuant to this Agreement. <br />Inspection Period. <br /> 3. During the Inspection Period, Corporation and/or Developer <br />and its agents or employees shall have the right to enter upon the Property and conduct such <br />inspections, tests and studies as they may deem reasonable and necessary in accordance with and <br />subject to Section 3(a) of the Developer Sales Contract, including, but not limited to, <br />Developer’s agreement to indemnify, defend, and hold City harmless as set forth in said Section <br />3(b) If for any reason Developer determines not to purchase the Property from Corporation and <br />PURCHASE AND SALE AGREEMENT: CITY OF LA PORTE TO <br />LA PORTE DEVELOPMENTCORPORATION – PAGE 3 <br /> <br />