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

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assigns hereby waives all surface rights and other rights of ingress and egress in and to the Property, and agrees that in conducting operations with respect to the exploration for and production, processing, transporting and marketing of oil, gas and other minerals from the Property, that no portion of the surface of the Property will be used, occupied or damaged and that fixtures, equipment, buildings or structures used in connection with the exploitation of the reserved mineral, oil and gas rights, shall not be placed on the surface of the Property. Nothing herein, however, restricts or prohibits the pooling or unitization of the portion of the mineral estate owned by City with land other than the Property; or the exploration or production of the oil, gas, and other minerals by means of wells that are drilled or mines that open on land other than the Property but enter or bottom under the Property, provided that these operations in no manner interfere with the surface or subsurface support of any improvements constructed or to be constructed on the Property. The foregoing reservation of minerals and City's waiver of surface rights set forth above shall be included in the special warranty deed. 14. Additional_ Res_ei-vations. In addition to the reservations of oil, gas, and mineral interests set forth in Section 13, above, City shall have the right to reserve at Closing for itself and its successors and assigns and the public such easements and rights -of way shown on the final plat of the Property and such easements as may have been granted to City prior to City's acquisition of title to the Property, which shall constitute Permitted Exceptions at Closing to the extent they affect the Property. 15. Notices. Notices must be in writing to and given at the addresses stated above. Notice given by delivery service or fax shall be effective upon receipt at the address of the addressee; notice given by mail shall be effective upon receipt. In addition, copies of notices shall be sent to (a) the attorney for the party to whom the notice is being sent and (b) to Developer and Developer's attorneys as shown above. 16. Miscellaneous. (a) Efnflre Agreement. This Agreement contains the entire agreement between City and Corporation, and there are no other terms, conditions, promises, undertakings, statements or representations, either written or oral or express or implied, concerning the sale contemplated by this Agreement. (b) Modifications and lVaiver. This Agreement may be amended only by an itistrument in writing signed by both City and Corporation. This Agreement may be terminated only in accordance with the terms of this Agreement or by an instrument in writing signed by both City and Corporation. No waiver of any of the provisions of this Agreement shall constitute a waiver of any other provision, nor shall any waiver be a continuing waiver. Except as expressly provided in this Agreement, no waiver shall be binding unless executed in writing by the party making the waiver. (c) Assignment. Neither party may assign its rights under this Agreement without the prior written consent of the other party. Corporation shall be authorized to consent to an assignment of the Developer Sales Contract without consent of City, but PURCHASE AND SALE AGREEl1ENT: CITY OF LA PORTE TO LA PORTE DEVELOPMENT CORPORATION -- PAGE 7 (kbf:5/4/12:55288)