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

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(c) the (late the Agreementis terminated pursuant to Section 13, above. 16. Sale Subjcct.to.Yi•ovisions of Tex. Loc. Govt. Cotte §272.001. Purchaser acknowledges having been advised that pursuant to the City Purchase Contract, City leas contracted with Seller as an independent foundation to sell the Property without requiritlg an auctioli or solicitation of competitive bids subject to City's requirement that the Property be developed by Purchaser in accordance with the Restriction Agreement. 17. Miscellaneous. This Agreement is subject to the following additional provisions and conditions: (a) Elrtirelies. This Agreement contains the entire agreement of the parties pertaining to the Property. (b) Ilodl ficcdtiom. This Agreement may only be modified by a written document signed by bout parties. (c) As'sigi meat. Purchaser may not assign its rights under this Agreement to any entity without the express written consent of Seller. (d) Time A of the Essence. Time is of the essence with respect to the performa lice by the parties of their respective obligations hereunder. (e) Effective Dwe. The Effective Date of this Agreement shall be the last date on which tile, authorized representatives of all parties have signed this Agreement and the payment of the Option Fee has been paid. (f) A'on-Business Drey. 1f the final date of any period provided hereirl for the performance of an obligation or for the taking of any action falls oil a Saturday, Sunday, federal holiday, or a day on which Seller's main offices are not open for regular busitress, then the end of such period shall be extended to the next day that is not one of the foregoing described days. (g) Zoning. Seller assumes no obligation to change the current zoning on the Property. (h) Brokers. The parties represent and warrant they have not worked with any broker relative to this transaction and that no brokerage commission is due and payable upon the Closing. To the extent allowed by lase; each party shall indemnify each other from any claim for brokers' commissions relative to the sale of the property and alleged to be due. .Purchaser does represent and disclose that certain of its officers and employees are licensed real estate agents or brokers in the State of Texas. (i) Cotruteg)crrts, This Agreement may be executed in any number of counterparts, each of which shall be deemed all original for all purposes and constitute one and the same instrument; but ill making proof of this Agreement, it shall not be necessary to produce or account for rntor-e than one such counterpart. (1) Legal Construction. 1rn the event any one or more of tine provisions contained in this Agreement shall for any reason be held to he invalid, illegal, or unenforceable in any respect, such invalidity, illegality, or unenforceability shall not affect other provisions, and the Agreement shall be construed as if' such invalid, illegal, or tunenfoecable provision had never been contained ill it. 911.0'uac�As� Ago 5ar,>:Acnts��rr,rr BF1��r:�:� L.a Poxie nF��e[,c�e�� Co[�ro3i�'i ion' AND AIARTYCAMPISE —PAGE!)