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

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(c) Corporation agrees that prior to the expiration of the hismetion Period it will have the opportunity to examine and investigate the Property and that in purchasing the PropeAL Corporation will rely solely upon its independent examination study, inspection and knowledge of the Property, and Corporation is relying solely upon its own examination, study, inspection, and, except for representations and warranties specifically set forth herein and, except for the special warranties of title set forth in the special Warranty deed, knowledge of the Property and Corporation's determination of the value of the Property and uses to which the Property may be put, and not oil any information provided or to be provided by City. (d) The JrovisioIls of this Section b shall survive the termination of this Agreement and the Closing. 9. Compliance with Tei:. Loc. Govt. Code 272.001. Corporation understands and acknowledges that City is selling the Property to Corporation in Corporation's capacity as an independent foundation pursuant to Tex. Loc, Gov't Code §272.001 without conducting ail auction or soliciting competitive bids, but subject to the requirement that the Property be developed in accordance with the Restriction Agreement. Corporation agrees that the resale of the Property to Developer shall be subject to the Restriction Agreement, which Developer must sign at Closing and which shall be recorded along with the Special Warranty Deed. 10. Conditions of Closing. Closing on this Agreement is expressly conditioned oil and subject to the following: (a) The closing of the sale of the Property by Corporation to Developer concurrently with the Closing of this Agreement. (b) Developer signing, acknowledging and delivering to Title Company for recording at Closing the Restriction Agreement. 11, Remedies. If a party hereto defaults, the non -defaulting party's sole remedy shall be to terminate this Agreement by providing written notice to the defaulting party. 12. Assignment of Rights to Deposit and Option Tee. As additional consideration for this Agreement, Corporation hereby assigns any and all rights that Corporation has as Seller pursuant to the Developer Sales Contract to receipt of any Earnest Money and the Option Fee as defined in the Developer Sales Contract in the event the Developer Sales Contract is terminated under such circumstances that Corporation becomes entitled to receipt of the Earnest Money from the Escrow Agent. City understands, acknowledges, and agrees that City shall have no vested rights in and to the Earnest Money unless and until such rights are vested in Corporation pursuant to the Developer Sales Contract. 13. Reseriation of Minerals. Corporation agrees that City, for itself and its successors and assigns, as their interests may appear, reserves unto City all oil, gas and other minerals owned by City located in and under and that may be produced from the Property to the extent not reserved by prior grantors; provided, however, City, for itself and its successors and PURCHASE AND SALE AGREEMENT: CITV OF LA PORTE TO LA PORTE DEVELOPMENT CORPORATION - PAGE 6 (kU1:5W112:55288)