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HomeMy WebLinkAbout08-14-12 Meeting of the La Porte Development Corporation Board of DirectorsRICHARD WARREN, PRESIDENT MIKE COOKSLEY, BOARD MEMBER JOHN ZEMANEK, BOARD MEMBER CHUCK ENGELKEN, BOARD MEMBER MIKE CLAUSEN, BOARD MEMBER RANDY WOODARD, BOARD MEMBER NANCY OJEDA, BOARD MEMBER CITY OF LA PORTE DEVELOPMENT CORPORATION MEETING AGENDA Notice is hereby given of a meeting of the City of La Porte Development Corporation to be held on August 14, 2012, at the City Hall Council Chambers, 604 West Fairmont Parkway, La Porte, Texas, at 5:00 p.m. to consider the following items of business: 1. Call to order 2. Consider approval of minutes of the meeting of La Porte Development Corporation Board held on July 24, 2012 — P. Fogarty 3. Consider approval or other action to authorize the La Porte Development Corporation Board president to negotiate and execute a purchase and sale agreement, and any necessary agreements and instruments related thereto, for the transfer of 912 W. Main Street from the City of La Porte to the La Porte Development Corporation, acting as an independent foundation, for the resale of such property to Marty Campise and Joe Bertuglia for the development of medical/office space and retail space and for the La Porte Development Corporation Board president to negotiate and execute a purchase and sale agreement, and any necessary agreements and instruments related thereto, for the transfer of 912 W. Main Street to Marty Campise and Joe Bertuglia for the development of medical/office space and retail space — T. Leach 4. Consider approval or other action to authorize the La Porte Development Corporation Board president to negotiate and execute a purchase and sale agreement, and any necessary agreements and instruments related thereto, for the transfer of 911 and 915 S. 8th Street from the City of La Porte to the La Porte Development Corporation, acting as an independent foundation, for the resale of such property to G Force Development, Inc. for the development of office space and for the La Porte Development Corporation Board president to negotiate and execute a purchase and sale agreement, and any necessary agreements and instruments related thereto, for the transfer of 911 and 915 S. 8th Street to G Force Development, Inc. for the development of office space— T. Leach 5. Set date for next meeting — S. Osborne 6. Board member comments regarding matters appearing on agenda; recognition of community members, city employees, and upcoming events; inquiry of staff regarding specific factual information or existing policies. 7. Executive Session — The La Porte Development Corporation reserves the right to meet in executive session on any agenda item should the need arise and if authorized by the Texas Open Meetings Act, Title 5, Chapter 551, of the Texas Government Code. 8. Reconvene into regular session and consider action, if any, on items discussed in executive session. 9. Adjourn Page 1 of 2 August 14, 2012, La Porte Development Corporation Agenda In compliance with the Americans with Disabilities Act, the City of La Porte City will provide for reasonable accommodations for persons attending public meetings. To better serve attendees, requests should be received 24 hours prior to the meetings. Please contact Patrice Fogarty, City Secretary, at 281.470.5019. CERTIFICATION I certify that a copy of the August 14, 2012, agenda of items to be considered by the Board of the La Porte Development Corporation was posted on the City Hall bulletin Board on August 7, 2012 Page 2 of 2 August 14, 2012, La Porte Development Corporation Agenda RICHARD WARREN, PRESIDENT MIKE COOKSLEY, BOARD MEMBER JOHN ZEMANEK, BOARD MEMBER CHUCK ENGELKEN, BOARD MEMBER MIKE CLAUSEN, BOARD MEMBER RANDY WOODARD, BOARD MEMBER NANCY OJEDA, BOARD MEMBER MINUTES OF LA PORTE DEVELOPMENT CORPORATION BOARD MEETING OF JULY 24, 2012 The City of La Porte Development Corporation Board met on July 24, 2012, at the City Hall Council Chambers, 604 West Fairmont Parkway, La Porte, Texas, at 4:30 p.m. to consider the following items of business: 1. Call to Order President Warren called the meeting to order at 4:32 p.m. The following members of the La Porte Development Corporation Board were present: Board members Engelken, Woodard, Ojeda, and Cooksley. Absent: Board members Zemanek and Clausen. Staff Present: Corby Alexander, Patrice Fogarty, Traci Leach, Clark Askins and Stacey Osborne. 2. Consider approval of Minutes of the La Porte Development Corporation Board held on July 16, 2012 — P. Fogarty Board member Engelken moved to approve the minutes as presented. Board member Ojeda seconded. MOTION PASSED. Ayes: President Warren, Board members Engelken, Woodard, Ojeda and Cooksley Nays: None Absent: Board members Clausen and Zemanek 3. Receive presentation from Bob Mitchell of the Bay Area Houston Economic Partnership — S. Osborne Bob Mitchell President of the Bay Area Houston Economic Partnership provided a presentation regarding the Bay Area Houston Economic Partnership's activities and assistance to the City of La Porte. Board member Woodard questioned the cost of membership fees the Bay Area Houston Economic Partnership receives from the City of La Porte. Mr. Mitchell responded $20,000.00 Board member Ojeda requested an update on projects from the Bay Area Houston Economic Partnership for the previous six to eight months. Economic Development Coordinator advised she would provide the reports as requested. 4. Receive update regarding Lomax Arena Improvements — T. Leach Item 4 was taken out of order and presented prior to Item 3. Assistant City Manager Traci Leach provided an update regarding Lomax Arena Improvements. Page 1 of 3 July 24, 2012, La Porte Development Corporation Board Minutes 5. Receive update regarding 2012-2013 membership payment to the Economic Alliance Houston Port Region — T. Leach Assistant City Manager Traci Leach provided an update regarding 2012-2013 membership payment to the Economic Alliance Houston Port Region. 6. Consider approval or other action regarding proposed budget for the 2013-2013 La Porte Development Corporation Board and provide staff with direction — S. Osborne Board member Woodard questioned (while Item 4 was being presented) which budgeted items would have to come back to the La Porte Development Corporation Board for approval of funding. Assistant City Manager Traci Leach responded retail study (other professional services), Main Street parking, bus service and workforce training (special programs). Finance Director Michael Dolby provided an explanation to Board members regarding administrative transfers on page 4 of the Budget Summary Expenditures. Board member Zemanek questioned the exact cost of fund 015 for the parking lot improvements. Assistant City Manager Traci Leach responded $125,000.00 Economic Development Coordinator Stacey Osborne presented the proposed budget for the 2013- 2013 La Porte Development Corporation Board. Board member Cooksey moved to approve the proposed budget for the 2012-2013 La Porte Development Corporation Board. Board member Zemanek seconded. MOTION PASSED. Ayes: President Warren and Board members Engelken, Woodard, Ojeda, Zemanek and Cooksley Nays: None Absent: Clausen Bob Mitchell President of the Bay Area Houston Economic Partnership introduced CA Shields and Barbara Cutsinger also with Bay Area Houston Economic Partnership to Board members. 7. Set date for next meeting — S. Osborne Board members set the next meeting date for the 14th of August, 2012 at 5:00 p.m. regarding conveyance of property on Main Street by City Council. 8. Staff Reports (a) Receive Financial Report — M. Dolby Finance Director Michael Dolby advised the report remains the same as previously reported. 9. Board member comments regarding matters appearing on agenda; recognition of community members, city employees, and upcoming events; inquiry of staff regarding specific factual information or existing policies. Board member Zemanek apologized arriving late to the meeting and requested Economic Development Coordinate Stacey Osborne to provide recap of future events that she attends. Page 2 of 3 July 24, 2012, La Porte Development Corporation Board Minutes Board member Ojeda thanked Bob Mitchell President of the Bay Area Houston Economic Partnership for a very impressive report. 10. Executive Session - The La Porte Development Corporation reserves the right to meet in executive session on any agenda item should the need arise and if authorized by the Texas Open Meetings Act,Title 5, Chapter 551, of the Texas Government Code. There was no executive session. 11. Reconvene into regular session and consider action, if any, on items discussed in executive session. There was no executive session. 12. Adjournment There being no further business, Board member Woodard moved to adjourn the meeting at 5:45 p. M. Respectfully submitted, Patrice Fogarty, City Secretary Passed and approved on this 14th day of August, 2012. President Richard Warren Page 3 of 3 July 24, 2012, La Porte Development Corporation Board Minutes REQUEST FOR DEVELOPMENT CORPORATION BOARD AGENDA ITEM Agenda Date Requested: August 14.2012 Requested By: Traci Teach Department: Administration Report Resolution: Ordinance: Exhibit: Purchase and Sale Agreement Appropriation Source of Funds: N/A Account Number: N/A Amount Budgeted: N/A Amount Requested: N/A Budgeted Item: YES NO SUMMARY & RECOMMENDATION In February 2012, staff presented information to both the Economic Development Corporation Board (EDC) and the City Council on an exception in Chapter 272 of the Local Government Code that allows municipalities to sell real property by utilizing an independent foundation, such as the EDC. This exception provides that a city can negotiate and sell property to a desired end user without public bid procedures provided that the land is developed by contract and sold through the independent foundation. Pursuant to Chapter 272.001 (b)(4), the City has, through its broker, negotiated the sale of 912 W. Main Street to Marty Campise and Joe Bertuglia in the amount of $220,000. The developers intend to subdivide the building and develop one side as medical/office space and the other as retail space. The broker's opinion of value, which in this case, is a more accurate representation of the property's value than the appraisal, is $210,000. The prospective buyer has deposited earnest money with the broker and has signed the attached Restriction Agreement that is attached to the Purchase and Sale Agreement (Exhibit A). The Purchase and Sale Agreement under consideration is the first procedural step that is required to complete the transaction. Should Council approve the Purchase and Sale Agreement to convey 912 W. Main from the City to the EDC, the EDC must approve this document prior to executing an identical Purchase and Sale Agreement that conveys the land from the EDC to Marty Campise and Joe Bertuglia. Staff recommends the following: • Approval of the Purchase and Sale Agreement for 912 W. Main Street from the City to the EDC; and • Approval of the Purchase and Sale Agreement for 912 W. Main Street from the EDC to Marty Campise and Joe Bertuglia. Action Required by La Porte Development Corporation Board: Consider approval or other action to authorize the La Porte Development Corporation Board president to negotiate and execute a purchase and sale agreement, and any necessary agreements and instruments related thereto, for the transfer of 912 W. Main Street to the La Porte Development Corporation, acting as an independent foundation, for the resale of such property to Marty Campise and Joe Bertuglia for the development of medical/office space and retail space. 2. Consider approval or other action to authorize the La Porte Development Corporation Board president to negotiate and execute a purchase and sale agreement, and any necessary agreements and instruments related thereto, for the transfer of 912 W. Main Street to Marty Campise and Joe Bertuglia for the development of medical/office space and retail space. Approved for Development Corporation Board Agenda Corby D. Alexander, City Manager Date PURCHASE AND SALE AGREEMENT This Purchase and Sales Agreement ("Agreement") to buy and sell real property is entered between City and Corporation as identified below and is effective on the date ("Effective Date") of the last of the signatures by City and Corporation as parties to this Agreement, acknowledgement by Title Company of receipt of this Agreement. City: City of La Porte, a Texas liome rule municipality Attn: Corby D. Alexander, City Manager 604 W. Fairmont Parkway La Porte, Texas 77571 Phone: (281) 471-5020 E-mail: alexandercglauortetx.gov City's Attorney: Knox W. Askins ' Askins & Askins, P.C. P.O. Box 1218 La Parte, Texas 77572-1218 Phone: (281) 471-1886 E-mail: knoxaskins{- conicast.net Corporation: La Porte Development Corporation, a Texas non-profit corporation Attn: Stacey Osborne 604 W Fainnont Parkway La Porte, Texas 77571 Phone: (281) 470-5017 E -snail: osbornes@.laportetx.gov rr Developer:Y p Mart Cam ise t ,,Jtt 1902 Roscoe LaPorte, TX 77571 Phone: (832) 413-3860 PURCHASE AND SALE AGREEMENT: CITY OF LA PORTE TO LA PORTE DEVELOPMENT CORPORATION - PAGE i (kbl:514112:55288) Title Company: American Title Company Attn: Staci Gay Commercial Division 5003 College Park Deer Park, Texas 77536 Phone; (281) 479-1913 Fax: (281).479-8609 E -Mail: staci @ated`p coni Property: A 0.425 acre tract situated in the Johnson Hunter Survey, Abstract No. 35, Harris County, Texas, and being all of Lots 11, 12, 13, 14, 15, 18, and 19 in Block 52 of the Resubdivision of Blocks 37 to 60 of the Town of LaPorte, a subdivision according to the map or plat thereof recorded in Volume 67 Page 196 of the Deed Records of Harris County, Texas, SAVE AND EXCEPT all of that called 2,519 square feet tract as described in deed to the State of Texas recorded in Volume 4569 Page 449 of the Deed Records of Harris County, Texas , all that called 0.002 acre tract as described in deed to the City of La Porte recorded in Harris County Clerks File No. 20070201279 and a 2.50' by 10.25' portion along the south line of said Lot 15 for the existing Gateway Tower structure, inclusive of all improvements thereon and appurtenances thereto Developer Sales Contract: That certain Purchase Agreement by and between Corporation and Developer relating to the sale by Corporation of the Property to Developer substantially in the form attached hereto as Attachment 1 and incorporated herein by reference. Restriction Agreement: That certain Restriction Agreement by and between City and Developer set forth as Exhibit "A" in the Developer Sales Contract. Inspection Period: The period commencing on the Effective Date and ending on the termination of the Inspection Period as defined ur the Developer Sales Contract. Closing Date: Concurrent with Corporation's closing on the sale of the Property pursuant to the Developer Sales Contract. Purchase Price: `Wft;eo@- WHEREAS, Corporation desires to purchase the Property from City for resale to Developer pursuant to the Developer Sales Conti -act for development in accordance with the Restriction Agreement; and PURCHASE ANMD SALE AGREVAIENT. CITY of LA PORTE TO LA PORTE DEVELOPMENT CORPORATION - PAGE 2 (kb1:5/4/12:55288) WHEREAS, Tex. Loc. Gov't Code § 272.001 allows City to convey land it wants developed by contracting with an independent foundation without auction or soliciting competitive bids; and WHEREAS, Corporation is a Texas non-profit corporation and qualifies as an independent foundation under Tex, Loc. Gov't Code § 212.001; and WHEREAS, the Purchase Price is the fair market value of the Property; and NOW, THEREFORE, in consideration of the sum of Ten and No/100 Dollars ($10.00) and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the patties hereby agree as follows: 1. Salc and Payehase. City agrees to sell and convey the Property to Corporation for the Purchase Price. 2. Title,Sur-vev . and Mspe€ tion Reports. City and Corporation understand and acluiowledge that Corporation will contract of has contracted with Developer pursuant to the Developer Sales Contract to sell and convey the Property to Developer. In order to save City, Corporation, and Developer the cost of multiple surveys and title policies and to expedite both transactions, City and Corporation agree: (a) City, as owner of the Property, agrees to reasonably cooperate with Corporation's obligations as Seller set forth in Section 2 of the Developer Sales Contract with respect to curing title objections and, pursuant thereto, Corporation shall inurrediately forward to City any and all notices received by Corporation pursuant to Section 2(c) of the Developer Sales Contract; (b) The transaction described in this Agreement and the transaction described in the Developer Sales Contract shall be treated by the Title Company as a pass-through transaction such that Title Company shall issue only one owner's title policy to Developer as the ultimate purchaser and owner of the Property pursuant to Section 5 of the Developer Sales Contract; and (c) City and Corporation will accept, review, and rely upon the survey, environmental studies, and other inspection reports of the Property obtained by Developer pursuant to the Developer Sales Contract as if they were obtained by Corporation pursuant to this Agreement. 3. fuspection Period. During the Inspection Period, Corporation and/or Developer and its agents or employees shall have the right to enter upon the Property and conduct such inspections, tests and studies as they may deem reasonable and necessary in accordance with and subject to Section 3(a) of the Developer Sales Contract, including, but not limited to, Developer's agreement to itldernnify, defend, and hold City harmless as set forth in said Section 3(b) If for any reason Developer determines not to purchase the Property fron-1 Corporation and terminates the Developer Sales Contract in accordance with Section 3(a) of the Developer Sales PURCIL48E AND BALI; AGREEMENT: CITY OF LA PORTS: TO LA PORTE DEVELOPMENT CORPORATION — PAGL 3 (kb1:5/4112:55238) Contract, Corporation shall notify City and Title Company of such tenuinnationn, in which case this Agreement shall terminate. In such event, neither party shall have any Rirther claim against the other party under this Agreement. If Corporation does not timely terminate this Agreement under this Section 3, it shall have no further right to do so tinder this Section 3; and Corporation shall have waived its right to terminate this Agreement within the Inspection Period. 4, clos (a) Except as extended as provided herein, the closing of the sale of the Property shall occur on the Closing Date at the Title Connpany, (b) At the Closing, City shall deliver to the Title Company: (i) a special warranty deed, in form and substance reasonably acceptable to City, Corporation, and Developer conveying good and indefeasible title to the Property to Corporation, free and clear of any and all encumbrances subject only to the Permitted Exceptions; (ii) Such documents as may be reasonably required by Title Cornnpany in order for Title Company to issue a Title Policy in favor of Developer as the insured owner pursuant to Section S of the Developer Sales Contract; (iii) Evidence of City's authority to close this transaction as may be required by the Title Company; and (iv) Settlement statement, and such other documents as Title Company may reasonably require. (b) At the closing, Corporation shall deliver to City tln'ough Title Company: (i) the Purchase Price in cash or in-imediately available fiends, inclusive of the Earnest Money previously paid by Developer and placed in Escrow pursuant to the Developer Sales Contract but less Corporation's Closing cost deducted from the Purchase Price in accordance with the Developer Sales Contract; (ii) the Restriction Agreement signed by Corporation and Developer; and (iii) such other documents that the Title Company may reasonably require of Corporation. With respect to the issuance of the title policy, City agrees to execute such documents as required by the Title Company to allow the cost of the Owner's Title Policy and any related endorsements that are required to be issued pursuant to the Developer Sales Contract regarding the Property are passed through to the sale of the Property by PURCHASE ANI) SALE AGRLETnFItiTt CITY OF LA PORTS TO LA PORTE DEVELOPMENT CORPOR4TION -- PAGE 4 (kbl:5/4/12:55288) Corporation to Developer, it being the intent of City and Corporation that only one title policy by issued in favor of Developer following the concurrent closing of this transaction and the transaction between. Corporation and Developer. 5. .Taxes. Corporation understands and acknowledges that the Property is presently exempt from the assessment of ad valorem taxes, which status may change upon conveyance of the Property to Corporation or Developer. City shall not be responsible for payment of property taxes assessed against the Property for periods after the date of Closing, if ally beconic due and payable. 6. Closiri cksAs. City hereby agrees to pay and be responsible for all closing costs related to the sale of the Property to Corporation pursuant to this Agreement and Corporation's closing costs as Seller pursuant to Section 7 of the Developer Sales Contract. 7. Per -witted _ Exce .iqus�. Those platters constituting Permitted Exceptions pursuant to the Developer Sales Contract shall constitute Permitted Exceptions pursuant to this Agreement. In addition, the Restriction Agreement shall be deemed to be a Permitted Exception. 8. Pi,ol)er•ty Sold As Is. (a) Corporation hereby acluiowled es and agrees that the sale of the Property hereunder is and will be made on an "as is where is and with all faults" basis. The occurrence of Closing shall constitute an acknowledgment by Corporation that the Property was accepted without representation or warranty, express or implied (cxcet)t as otherwise specifically set forth herein and except for the special warranties of title set forth in the special warrant, deed). - - (b) Exce )t as otherwise s )ecificall set forth in this A reement and exce fi for the j)ecial warranties of title set forth in the special warranty deed, City hereby specifically negates and disclaims any representations, warranties or guaranties ofd kind or character, whether e1 press or inl lied, oral or written, past, present, Wture or otherwise, of as to concerning or with respect to the Property, including without limitation i) the nature and condition of the Property and the suitability ereof for any and all activities and uses which Corporation or Developer may elect to conduct_thefeozi, (ii) the nature and extent of any right-of-way, leasepossession, lien, encumbrance, license reservation condition or any other matter relating in any way to the Proper" (iii) the compliance of the Property or its operation with any laws, ordinances or re ulations of an T govennnrent or other authority or body, iv the existence of any toxic or hazardous substance or waste in, on., under the surface of or about the Property,- M geological- conditions including without limitation subsidence subsurface conditions water table, underground water reservoirs limitations regarding the withdrawal of water and faulting, (vi) wh ther or not and to the extent to which the Pro ert, or portion thereof is affected by aijy stream surface or underground), body of water. flood cone area, floodplain, floodway or special flood hazard vii) drainage, -(Niiij zoning or land use restrictions rules and regulations to which the Propeit oany portion_thereof inay be subject, ix the availabili y of an utilities to the Pro ert r or any otion thereof PURCHASE AND SALE AGREEliENT. CITY OF LA PORTE TO - LA PORTE DEVELOPMENT CORPORATION - PAGE 5 (kb1:514112:55233) including, without Iimitation, ter, sewage, gas and electric and including the utility availability coacities allocated to the Property by the relevant governirrental or regulatory authority,,(x) usages of adjoining_praperty, (xi) access to the Property or any portion thereof, (xiit the value. compliance with the plans and specifications, size, location, age, use, design, quality, description, durability, structural integrity, operation, leasing title to or physical or Pinaricial condition of the Property_ or any portion thereof, or any income expenses, charges. liens, encumbrances, rights or claims on or affecting or pertaining to the Property or any par•t thereof; (xiii_) the potential for further development of the Property,or (xiv) the merchantability of the Property or fitness of the Propert for any particular purpose (Corporation affirming that Corporation has not relied oil City's. skill or iudgment to select or furnish the Property for any particular purpose, and that City makes no warranty that the Proocrty is fit for any particular purpose). T (c) Corporation agrees that prior to the expiration of the Inspection Period it will have the opportunity to examine and investigate the Pro 7ertyaid that, in purchasing the Property. Corporation will rely olely upon its independent examination, study, inspection and knowledge of the Property, and Corporation is relying solely upon its own examination. study, inspection, and, exceot for representations and warranties specifically set forth herein and, exceot for the special warranties of title set forth in the special walTanty deed, knowledge of the Property and Corporation's determination of the value of the Property and rises to which the Prosy may be Put, and not oil any information provided or to be provided by Cii (d) The provisions of this Section 8 shall survive the termination_ of this A reeinent and the Closin . 9. Compliance with 'Tex._Loc. Govt. Code §. 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 an 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. Codi€ii€iit�ion.s © CIoshig. 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, acluiowledging 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 terininate this Agreement by providing -written notice to the defaulting party. PURCHASE AND SALE AGREEMENT: CITY OF LA PORTE TO LA PORTE DEVELOPMENT CORPORATION - PAGE 6 (1,K5/=1/12:55288) 12. Assignment of Rights to Deposit and Option Fee. 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, Reservation of Minei-als. Corporation agrees that City, for itself and its successors and assigns, as their interests play 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 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 fiord 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 urines 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 Reseiiations. 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 casements and rights -or' -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 tide to the Property, which shall constitute Permitted Exceptions at Closing to the extent they affect the Property. 15. Notice,% 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 addressees notice given by snail 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. PURCI1,1SE AN''D SALE AGREEMENT: C= OF LA PORTE TO LA PORTE DEVELOPlIENT CORPORATION -- PAGE 7 (kb1:5/4/12.55285) 16. Miscellaneous. (a) Enth-e 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) MorJificrations and Waiver. This Agreement may be amended only by an instrument in writing signed by both City and Corporation. This Agreement nhay 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 wider this Agreement without the prior written consent of the other party. Corporation- shall be authorized to consent to an assignment of the Developor Sales Contract without consent of City, but only if the assignee of the Developer Sales Contract assumes all obligations of Developer under the Developer Sales Contract. (d) Time is of the Essence. Tinhe is of the essence with respect to the performance by the parties of their respective obligations hereunder. (e) Effective Date. The Effective Date of this Agreement shall be the date on which the authorized representatives of the parties have signed this Agreement and the Option Fee has been paid. (f) Aron -Business Dgjt. If the final date of arty period provided herein for the performance of an obligation or for the taking of any action falls on a Saturday, Sunday, or holiday, then the end of such period shall be extended to the next business day. (g) Herarlin s. Section headings are for convenience of reference only and do not nhodify or restrict any provisions hereof and shall not be used to construe any provisions. (h) Brokers. City and Corporation represent that no other broker is involved in this Agreement and, to the extent allowed by law, each party indenhnifies the other against brokerage or commission claims arising out of the indemnifying party's actions. (i) Counter orarls. This Agreement nhay be executed in any number of counterparts, each of which shall be deemed an original for all purposes and constitute one and the same instrument, but in making proof of this Agreement, it shall not be necessary to produce or account for more than one such counterpart. PURC14ASE AND SALE AGREEMENT. CITY OF LA PORTE TO IA PORTS DEVELOPMENT CORPORATION -PAGE 8 (kb1:5/4/12:55288) (j) Legal COUSIFUCti0H. In the event any one or more of the provisions contained in this Agreement shall for any reason be held to be 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 unenforceable provision had never been contained in it. (k) Laip Governing. This Agreement shall be construed under and in accordance with the laws of the State of Texas; and venue for any action arising from this Agreement shall lie in the State District Court of Dallas County, Texas. The parties agree to submit to the personal and subject matter jurisdiction of said court. (1) Survival oj' Coveimmis. Any of the representations, warranties; covenants, and obligations of the parties, as well as any rights and benefits of the parties, pertaining to a period of time following the Closing shall survive. (sign ature page Io jolloiv) PURCHASE AND SALE AGREEMENT: CITY OF LA PORTE TO LA PORTE DEVELOPMENT CORPORATION -- PAGE!) (kN:5/4/I2:55288) SIGNED AND AGREED this the SIGNER AND AGRE ED this the day of , 20U City of La Portes Texas IN Corby D. Alexander, City Manager clay of , 2012. L.'I Porto Development Corporation By: Richard Warren, President RECEIPT OF CONTRACT Title Company acknowledges receipt of a copy of this Agreement executed by both Corporation and City on the day of , 2012. By: Name: Title: PURCHASE AND SALT~ AGREE-MENT: CITY OF LA PORTS TO LA PORTE DEVLLOPME\T CORPORATION -- PAGE J0 (kbJ:5W12:55288) .• » ; «« , « » ».71: ��l2� FL (,`\ 2 m. I ! ,~a :»•y� 2 J n !) v :3© ©a »«c C«°a- z! NOW, THEREFORE, in consideratioii of the sum of Ten and No/100 Dollars ($10.00) and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereby agree as follows: I . Sale and P urehase. Seller agrees to sell, and Purchaser agrees to purchase the Property as provided in this Agreement for the Purchase Price. Title Survey, and Environmental Re arts. (a) Not later than ten (10) days after the Effective Date, Seller shall, at Seller's expense, deliver to Purchaser: (i) a current commitment for an Owner's Policy of Title Insurance for the Property Froin the Title Company, setting forth the state of title to the Property together with any casements or restrictions (existing or created puns€rant 1lereto) benefiting or burdening the Property, together with all exceptions or conditions to such title, (ii) legible copies of all documents referenced in the Title Commitment; (iii) any environniental or geotechnical studies or reports that Seller may have in its possession with respect to the Property; and (iv) tax certificate(s) regarding the payment of ad valorem taxes for current and prior years. (b) Purchaser shall, not later than twenty (20) days after tyre Effective Date, and at Purchaser's expense, obtain a survey of the Property and deliver same to Seller. "Survey" means in on - the -ground, staked plat of survey and metes -and -bounds description of the Property, prepared by a Texas Registered Property Land Surveyor or another surveyor satisfactory to Title Company, dated after the Effective Date, and certified to comply with the current standards and specifications as published by the Texas Society of Professional Surveyors required for obtaining deletion of the survey exception in the Title Policy. In lieu of a new sur%Tey, Purchaser may provide a previously prepared survey accompanied by an affidavit (e.g. Form T-47 modified for commercial transactions) reasonably acceptable to Title Company and Seller. (c) Purchaser shall, not later than five (5) days after Purchaser's receipt of the last of the Survey and Title Commitulent, notify Seller and Title Company of any objections to the Survey or Title Conimitrnent. If there are objections by Purchaser, Seller shall in good faith attempt to satisfy them prior to Closing, but Seller shall not be required to incur any cost to do so, If Seller delivers written notice to Purchaser not later than the ten (10) calendar clay after Seller's receipt of Purchaser's objections that Seller is unable to satisfy such objections, Purchaser may either waive such objections and accept title as Seller is able to convey or terminate this Agreement by written notice to Seller and the Title Company prior to the expiration of the Inspection Period. 3. 1115r)ection Period. (a) During the Inspection Period, Purchaser and its agents or employees shall have the right to enter upon the Property diming regular business hours Upon reasonable notice and conduct such inspections, tests aIld studies as they may deem necessary. If for any reason Purchaser determines not to purchase the Property, Purchaser may terminate this Agreement by notifying Seller and Title Company ill writing prior to the expiration of the Inspection Period and neither party shall have any fiirther claim ATTACHMENT I TO PIIRCHASL AND SALE AGREEMENT: CITY OF LA PORTE TO L.A. PORTE DEVELOPl1IENT CORPORATION — PAGE 13 (kbl:514I12:552.58) against the other under this Agreement. If Purchaser does not timely terminate this Agreement under this Section 3, Purchaser shall have no further right to do so under this Section 3; and PUrChaser shall have waived its right to ter'mil)ate this Agreement within the Inspection Period. (b) Purchaser may eater file Property to conduct its inspection, but shall be solely responsible for any damages caused thereby. Purchaser shall repair' any damage to the Property it causes, or• that is caused _by its agents or invitees,_and shall irrdempifrr and defend Bellew and Ciiv anti Bold Seller grad City laar rrrless Froinand a�iust any rmc all clrriins, liabilities or cl lam des to the Pr•oyerty ol. a-unhist Seller caused 1b) the Hite tional or _z�egli�ent acts or• oinissions of Purchaser and/oke Purchaser's authorized agents representatives or errrriloyees during the Inspection Period or as a 1'esult of airy inspection of the Property by :�ucji patties. 4. closing Date. The closing of the sale of the Proper shall occur on the Closing Date at the Title Company, or at such other time as may be agreed in writing by the parties. OoLIAV9 Deliverables. (a) At the closing of the Property, Seller shall deliver to the Title Company: (i) a special warranty deed, in form and substance reasonably acceptable to Seller and Purchaser, conveying good and indefeasible title to Purchaser, free and clear of any and all encumbrances except the Permitted Exceptions, excluding the mineral rights, such mineral rights being reserved by City pursuant to the City Sales Contract or by prior grantors; (ii) such documents as may be reasonably required by Title Company in order to cause Title Company to issue a Texas owner's policy of title insurance (or equivalent) in the amount of the Purchase Price, insuring such title to Purchaser; (iii) possession of the Property, free of parries in possession. (b) At the Closing, Purchaser shall deliver to Seller through the Title Company: (i) the Purchase Price; and (ii) the Restriction Agreement duly executed by Purchaser. With respect to the issuance of tile title policy, Purchaser agrees to execute such documents as required by the Title Company to allow the cost of the Owner's Title Policy and any related endorsements that are required to be issued pursuant to the City Sales Contract regarding the Property are passed through to the sale of the Property by Seller to Purchaser, it being the intent of Purchaser and Seller that only one title policy by issued in favor of Purchaser following the concurrent closing of this transaction and the transaction between Seller and City. G. Taxes. Purchaser understands and acknowledges that the Property is presently exempt from the assessment of ad valorem taxes, which status will change upon conveyance of the Property to Purchaser. Seller shall not be responsible for payment of property taxes assessed against the Property for periods after the date of Closing, if any become due and payable. ATTACHMENT I TO PURCIfASL AND SALE AGREEMENT: CITE' OF LA PORTE TO LA PORTE DEVELOPMENT CORPORATION —PAGE 14 (kb1:5144112:55288) 7. Closhlg.costs. (a) Seller Hereby agrees to pay and be responsible for the following closing cost with respect to the closing of the Property: (i) the cost of all tax certificates relating to all taxes and other assessments incurred or arising in relation to the Property; (ii) one-half (%2) of the Title Company's escrow fees; (iii) the basic premium for the Owner's Policy of Title Insurance; (iv) all costs and expenses incurred by or on behalf of the Seller, including Seller's attorney's fees; and (v) such other incidental costs and fees customarily paid by sellers of real property in Harris County, Texas, for transactions of a similar' nature to the transaction contemplated herein. (b) Purchaser hereby agrees to pay and be responsible for the follownlg closing cost with respect to the closing on the purchase of the Property: (i) all fees and premiums for any endorsements to the Basic Owner's Title Policy; (ii) all fees and costs for the Survey; (iii) one-half (%) of the Title Company's escrow fees; (iv) fees for recording the Restriction Agreement and the Special Warranty Deed with the County Cleric of Harris County; (v) all costs and expenses incurred by or on behalf of the Purchaser, including Purchaser's attorneys' fees; (vi) all premiums and fees for optional riders and arnendnrents to the Basic Owner''s "Title Policy and all costs related to issuance of any Mortgagee's Title Policy; and (vii) such other incidental costs and fees custorrrarily paid by purchasers of property in Harris County, Texas, for transactions of a similar nature to the transaction contemplated herein. 8. Collditiorls to Closing. Closing on the sale of the Property shall be conditioned upon: (i) Purchaser having executed the Restriction Agreement; (ii) Seller closing on the purchase of the Property from City pursuant to the City Sales Contract; and (iii) The zoning of the Property being amended, if necessary, and a Site Plan for the Property, if necessary, such that Purchaser may develop and use the Property for the Required ATTACHMENT 1 TO PURCHASE AND SALE AGREEMENT: CITY OF LA PORTE TO LA PORTE DEVELOPIIEN'T CORPORATION - PAGE 15 (kU1:5I4112:55288) Use as defined in the Restriction Agreement. If the Property is not zoned for such use or a Site Plan is not approved as of the Effective Date, Seller agrees to obtain the consent of City to allow Purchaser the right to file an application with Cif to seek an amendment to the zoning regulations affecting the Property and/or adopt a Site Plan to allow the Property to be used for the Required Use. Purchaser understands and acknowledges that City has not waived its legislative authority or is otherwise contractually obligated pursuant to the City Sales Contract to adopt any amendments to City's Comprehensive Zoning Ordinance, as amended, or approve any particular Site Plan, Seller agrees to reasonably cooperate with Purchaser in the application for any zoning amendment or Site Plan approval requested by Purchaser and shall execute all necessary and appropriate instruments as owner of the Property. The application for rezoning the Property and/or approving a Site Plan shall be rnade in the name of either Seller or Purchaser as required under governing law; and (iv) The Property being replaited, if necessary, so that it constitutes one or more defined lots as determined in accordance with Seller's subdivision ordinance. Seller agrees to reasonably cooperate and participate with Purchaser in the prosecution of any plat application for the replat of the Property so that the Property is identified as one or more separate and distinct lots as determined by PllrellaSer. If the conditions set forth in (ii), (iii), and/or (iv) have not been satisfied on or before ten (10) days prior to Closing, the Closing Date shall be extended for a period of thirty (30) days. If the conditions set forth in (iii), and/or (Iv) have still not been approved by the end of said thirty.(30) day period, Purchaser may either (1) extend the Closing Date for an additional thirty (30) day period, (2) waive the condition and proceed to Closing, or (3) terminate this Agreement as Purchaser's sole remedy. If the condition set forth in (ii) has still not been approved by the end of said thir-ty.(30) day period, Purchase shall only have the right to (1) extend the Closing Date for• and additional (30) clay period or (2) terminate this Agreement and receive a refund of the Earnest Money. 9. Permitted Exec tions. (a) Purchaser acknowledges and agrees that the Property will be conveyed by Seller at closing subject to the Restriction Agreement and that the Special Warranty Deed shall contain reference to same. The (i) zoning, (ii) lien for current taxes, (iii) environmental condition, (iv) the Restriction Agreement, and (v) matters appearing on Schedule P of the Title Commitment that were not cured and to which Purchaser failed to object or otherwise waived objection shall be deemed to be Permitted Exceptions. (b) Purchaser understands, acknowledges, and agrees that all rights -of -ways and casements dedicated to City on behalf of the public and which appear on the final plat of the Property may be reserved prior to Closing by City for itself and its successors and assigns and the public, which reservations shall constitute Permitted Exceptions at Closing to the extent they affect the Property. 10. Rew,esentnlioars and Covenants. Seller represents and covenants that: (a) it has authority to enter into this Agreement; and (b) no other person has any interests in or claims against the Property (other than, as reflected by the Title Commitment), and it will not hereafter encumber the Property. Purchaser represents that it has authority to enter into this Agreement. The only representations made by any parry concerning the Property and this Agreement are as set out in this Section 10. A7 fACH1IEAT I TO PURCHASE AND .`FALL: AGREEMENT: CITY OF LA PORTE TO LA PORTE DEVELOPMF T CORPOPATiON —PAGE I6 (kb1:5/ 4/12:55288) H. Prollei-N Sold As Is. (a) Purchaser represents that as of the Closing Date that it: (i) will have frilly inspected the Property; and (ii) will have made all investigations as it deems necessary or appropriate and will be relying solely upon its hispection and investigation of the Property for all purposes whatsoever, including, but not limited to, the determination of the condition of the struct€ares, improvements, soils, subsurface, drainage, surface and groundwater quality, and all other physical characteristics; availability and adequacy of utilities; compliance with governmental laws and regulations; access; encroachments; acreage and other survey platters and the character and suitability of the Property. (b) purchaser hereby acknowledges and agrees that the sale of the Property hercunder is and will be made on an "as is, where is and with all faults" basis. The occur'r'ence of Closing shall constitute an acknowledgment by Purchaser that the Proerty was aece ted without representation or warrauty, express or implied (except as otherwise specifically set forth herein and except for the special warranties of title set forth in the special warrant), deed). (c) Except as otherwise specifically set forth in this Agreement and except for the special Warranties of title set forth ill the special warranty deed, Seller hereby specifically negates and disclaims anipresentations, warranties or guaranties of any kind or character, whether express or implied, oral or written past present future or otherwise of as to, concerning or with respect to the Property, including without limitation (i) the nature and condition_ of the Proper, and the suitabilitythereof for any and.—all activities and uses which Purchaser may elect to conduct thereon, (ii) the nature and extent of anal of"ivay, lease, possession, lien, encumbrance, license, reservation, condition or any other matter relating in gjMway to the Pronerty(iii) the compliance of the Propoity or its operation with any laws, ordinances ar i•evulations of all ovcrmlaerit or other authority or body,iv rile existence of any toxic or hazardous substance or haste in, on, unde_r•_the surface of or about the Pro ei v geological conditions including without limitation subsidence, subsurface conditions, water table underground water reservoirs, limitations regarding the withdrawal of water and faulting, (vi) whather or not and to the extent to which the Property, o�y portion thereof is affected by any stream (surface 01• underground) body of water, fjaod prone area, floodplain, rloodway or special flood hazard, (vii)drainage, (viii) zgziing or lane[ use restrictions rules and regulations to which the Propo y_orany portion thereof pray be sub'e� ct, (ix the availability of any utilities to the Property or any po€ ran #hereof inclucluig, without limitation_, water, sew<a e gas and electric, and including the utility availability capacities altacaterl to t11e Plopel%�V fire relevant governmental or regulatory authority,(x) usages of adjoining property. (xi) access to the Property or any portion thereof, (xii) the value compliance with the plans and specifications, size location a c use, design,gualit,,description, durability, structural intehr�ity, operation, leasing, title to, or physical or financial condition of the Property or any portion thereof, or any income. expenses, charges, Iicns, encumbrances, rights or claims on or affecting or pertaining to the Proyeriy or my- art thereof, (xiii) the otential for further development of the Property, or (xiv) the merchantability of the Property or fitness of the Property for any articular purpose (Purchaser affirming that Purchaser has not relied on Seller's skill or Judgment to select or furnish the Property_for arty particular• purpose, and that Seller makes no warranty that the Property is fit for any particular purpose). The warranties, representations, agreements, indemnification arul release set forth in this Paragraph I 1 shall survive closing, and shall be incorporated into the deed. ATTACHMENT I TO PURCHASE AND SALE AGNEEMENT: CITY OF LA PORTIO TO I._A PORTE DEVELOPMENT CORPORATION -- PACE 17 (kb1:5/4/12:55288) 12. Kesel -nation of Minerals; Waivev of S►►dace )nights. Purchaser understands, acknowledges, and agrees that City, for itself and its successors and assigns, as their interests may appear, has reserved from its conveyance of the Property to Seller pursuant to the City Purchase Contract all oil, gas and other Minerals owned by City located in and under the Property and that may be produced from the Property to the extent not reserved by prior grantors; and that City, for itself and its successors and assigns has agreed (i) to waive all surface rights and other rights of ingress and egress in and to the Property, and (ii) 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. Purchaser further understands, acluimvledges, and agrees that City shall not be restricted or prohibited from the pooling or unitization of the portion of the mineral estate owned by City with laird other than the Property; or the exploration or production of the oil, gas, and other minerals by rneans of wells that are drilled or mines that open on land other than the Property but enter or bottom under the Property, provided that such operations will in no manner interfere with the surface oz• s►rbsurface 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 survive closing and be included in substance in the special -warranty deed. 13, Remedies, If Purchaser defaults, Seller's sole remedy shall be to terminate this Agreement and receive payment of the Earnest Money as liquidated damages. If Seller- defaults, Purchaser's sole remedy shall be to terminate this Agreement and receive a refund of the Earnest Money. -No termination shall occur pursuant to a default until the non -defaulting party has provided written notice of default not less than ten (10) days prior to the proposed date of termination and the defaulting party has failed to cure the default; provided, however, if all parties have fully performed and all conditions to Closing have been satisfied other than the signing of documents close on the sale of the Property and one party fails to perform such necessary acts to deliver funds and execute documents required for• Closing, on the elate of Closing, then this Agreement shall terminate one (1) business clay after demand is made to the non-performing party and the party continues to fail to close on the transaction. 14, Notices. Notices must be in writing and may be band delivered acrd/or mailed by certified avail with return receipt requested to the addresses stated above. Notice given by delivery service shall be effective upon receipt at the address of the addressee; notice given by mail shall be effective upon earlier- of actual receipt or three (3) days after placing the notice in a receptacle of the United States Postal Service, postage prepaid and property addressees. In addition, copies of notices shall be provided to the party's attorney at the addresses indicated above. 15. T er:•nt. This Agreement shall be effective on the Effective Date and, except for the provisions of this Agreement that survive termination, shall ierrrrinate: (a) on the closing date of the sale of the Property to Purchaser; ATTACHMENT I TO PURCHASE AND SALIN. AGREEMENT: CITY Or LA PORTE TO LA PORTE DEVELOPMEN'T CORPORATION -- PAGE 18 (k -U5/4/12:55288) (b) on t11e date mutually agreed by the parties; or (c) the date the Agreement is terminated pursuant to Section 13, above. 16. Sale Subbed to Provisions of Tex, Loc. Govt. Code Purchaser acknowledges having been advised that pursuant to the City Purchase Contract, City has contracted with Seller as an independent foundation to sell the Property without requiring an auction or solicitation of competitive bids subject to City's requirement that the Property be developed by Purchaser in accordance with the Restriction Agrecnient. 11. Mi,cellaneous. This Agreement is subject to the following additional provisions and conditions: (a) Entireties. This Agreement contains the entire agreement of the parties pertaining to the Property. (b) Modifications. This Agreement may only be modified by a written document signed by both parties. (c) Assignment, Purchaser 11lay not assign its rights under this Agreement to any entity without the express written consent of Seller. (d) Thize is of the Essence. Time is of the essence with respect to the performance by the parties of their respective obligations hereunder. (e) Effective Date, The Effective Date of this Agreement shall be the last date on which the authorized representatives of all parties have signed this Agreement and the payment of the Option Fee has been paid. (f) Non -Business Day. If the final date of any period provided herein for the performance of all obligation or for the taking of any action falls on a Saturday, Sunday, federal holiday, or a day on which Seller's main offices are not open for regular business, then the encs 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 cujTe31t zoning o1I the Property. (h) Brokers. The parties represent and wauTant they have not ivorked with any broker relative to this transaction and that no brokerage commission is due and payable upon the Closing. To the extent allowed by lain, each party shall indemnify each other from any claim for brokers' commissions relative to the sale of the property and alleged to be clue. 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) Counterparts. This Agreement may be executed ill any number of counterparts, each of which shall be deemed an 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 more than one such couunterpart. (j) Legal Cotistructiorn. In the event any One or more of the provisions colxtained ill this Agreement shall fou- any reason be held to be invalid, illegal, or unenforceable in any respect, such invalidity, ATTACHMENT I TO PURCHASE AND SALE AGREEMENT: CITY OF LA PORTE TO LA PORTE DF.vELOP,IIENT CORPORATION - PAGE 19 (BB/4/12:55288) illegality, or unenforceability shall not affect other provisions, and the Agreement shall be construed as if such invalid, illegal, or unenforceable provision had never been contained in it. (k) Law Governitig. This Agreement shall be construed under and in accordance with the laws of the State of Texas; and venue for any action arising from this Agreement shall be in the State District Court of Hari -is County, Texas. The parties agree to submit to the personal and subject matter jurisdiction of said court. (1) Survival of'Covenctnts. A.ny of the representations, Nvarranties, covenants, and obligations of the parties, as well as any rights and benefits of the parties, pertaining to a period of tinie following the termination of this Agreement shall survive. (Signatures on next Page) ATTACHMENT I TO PURCHASE ANTI BALL AGREEMENT: CITY OF LA PORTS TO LA PORTE DEVELOPAILNT CORDON TION -- PAGE 20 (kb1:5k1112:55288) 7"DIME.A/ w » � z� x •::2 d , w� . - ,: b � «: =117 aT sr h. J '��'.. 6>� 'F S� Fo ts. 9 3-n 'i, Rau S5 R-�� 3. I. Sale arud Pltrcltase. Seller agrees to sell; and Purchaser agrees to purchase the Property as provided ill this Agreement for the Purchase Price. 2. Title Survey and Etrvil ortlluentaI Retr:orts. (a) Not later than ten (10) clays after the Effective Date, Seller shall, at Seller's expense, deliver to Purchaser: (i) a current corrunitment for an Owner's Policy of Title Insurance for the Property from the Title Company, setting forth the state of title to the Property together with any easements or, restrictions (existing or created pursuant hereto) benefiting or burdening the Property, together with all exceptions Or conditions to such title; (ii) legible copies of all documents referenced in the Title Commitment; (iii) any e€tvironruental or geotechnical studies or reports that Seller may have in its possession with respect to the Property: and (iv) tax certificate(s) regarding the payment of ad valorem taxes for current and prior years. (b) Purchaser shall, not later than twenty (20) days after the Effective Date, and at Purchaser's expense, obtain a survey of the Property and deliver same to Seller. "Survey" meats art oil - the -ground, staked plat of survey and metes -anti -bounds descriptioo of the Property, prepared by a Texas Registered Property Land Surveyor o€' another surveyor satisfactory to Title Company, dated after the Effective Date, and certified to comply with the current standards and specifications as published by the Texas Society of Professional Surveyors required for obtaining deletion of the survey exception in the Title Policy. ht lieu of a new survey, Purchaser may provide a previously prepared survey accompanied by an affidavit (e.g. Form 'I'-47 modified for commercial transactions) reasonably acceptable to Title Company and Sel ler. (c) Purchaser sllall, not later thio five (5) days after Purchaser's receipt of the last of the Survey and 'Title Commitment, notify Seller and Title Company of arty objections to the Survey or Title Commitment. If there are objections by Purchaser, Seller shall in good faith attempt to satisfy them prior to Closing, but Seller shall not be required to incur any cost to do so. If Seller delivers written notice to Purchaser not later than the telt (10) calendar day after Seller's receipt of Purchaser's obiections that Seller is tillable to satisfy such objections, Purchaser may either waive such obiections and accept title as Seller is able to convey or terminate this Agreement by written notice to Seller and the Title Company prior to the expiration of the Inspection Period. fnsltectiott Period. (a) During the Inspection Period, Purchaser anti its agents or employees sllall have the right to enter uport the Property during regular business hours upon reasonable notice and conduct such inspections, tests and studies as they may deem necessary. If for any reason Purchaser determi€res not to purchase the Property, Purchaser may terminate this Agreement by notifying Seller and Title Company in writing prior to the expiration of the Inspection Period and neither party shall have any further claim against the other under this Agreement. If Purchaser does not timely terrttinate this Agreement under this Section 3, Purchaser shall hate no further right to do so under this Section 3; and Purehaser shall have waived its right to terminate this Agreement within the Inspection Period. 912Prac rrnsF ,e �S:�t.r AL aFF�rF.\T13ET�v r:� L. l�oxre. Ilrvr:€.oP.NrFNTCORPORATION AND -NJART1'CA.N1PJse -PAGE3 (b) Purchaser may enter the Property to conduct its inspection, but shall be solely responsible for any damages caused thereby. Purchaser shillrreepai►teany damage to the Property it causes or that is caused by its agents or invitees, and 511,111 ►nde►nnifyand defend Seller and City and hold Seller and City harmless from aurl against ar►v and all Clain►s, liabilities or damages to the Property or avainst Seller caused. by the intentional or negligent_ acts 01 o►►lissions of Purchaser :1rul/or Purchaser's authorized aerrt , rere 3reser►tatir�es o3 enr 310 ces cluri► the Ir s_hectidn _ Period of as ► esult of :rn_y.L, nslrecFiou of the_ Prof)e3 ty l��' such 1 arties. Clos riu_Date. The closing of the sale of tite Property shall occur on the Closing Date at the Title Company, or at such other time as may be agreed in writing by the parties. Closing Deliverables. (a) At the closing of the Property, Seller shall deliver to the Title Company (i) a special warranty deed, in form and substance reasonably acceptable to Seller and Purchaser, cottve.�ring good and indefeasible title to Purchaser, free and clear of any and all encumbrances except the Permitted Exceptions, excluding the mineral rights, such mineral rights being; reserved by City pursuant to the City Sales Contract or by prior grantors; (ii) such documents as may be reasonably required by Title Company it) order to cause Title Company to issrte a Texas owner's policy of title insurance (or equivalent) in the amount of the Purchase Price, insuring such title to Purchaser; (iii) possession of the Property, free of parties in possession. (b) At the Closing, Purchaser shall deliver to Seller through tite "Title Company: {i} the Purchase Price; and (ii) the Restriction Agreement duly executed by Purchaser. With respect to the issuance of the title policy, Purchaser agrees to execute such documents is required by the Title Company to allow the cost of the Ownei's Title Policy and any related endorsements that are required to be issued pursuant to the City Sales Contract regarding the Property are passed through to the sale of the Proper[y by Seller to Purchaser, it being the intent of Purchaser and Seller that only one title policy by issued in favor of Purchaser following the concurrent closing of this transaction and the transaction between Seller and City. Taxes. Purc]Iase► understands and acknowledges that the Property is presently exempt from the assessment of ad valorem taxes, which status Will change upon conveyance of the Property to Pureltaser. Seller shall not be responsible for payment of property taxes assessed against the Property for periods after the date of Closing, if an), become due and payable. 9121RRCHASE AND SAix AcREEMF T BLwLLN LA Porde Dr.N'e[.OPNIFNr CORPORATION AND MARn'CANIVIse -PAULA 7. Closing Costs. (a) Seller hereby agrees to pay and be responsible for the following closing cost with respect to the closing of the Property: (i) the cost of all tau, certificates relating to all taxes and other assessments incurred or arising ill relation to the Property - (i i) roperty; (ii) one-half (%) of the 'Title Company's escrow fees; (iii) the basic premium for the Owner's Policy of Title Insurance; (iv) all costs and expenses incurred by or on behalf of the Seller, including Seller's attorney's fees: and (v) such other incidental costs and fees customarily paid by sellers of real property in I larris County, Texas, for transactions of a similar nature to the transaction contemplated herein. (b) Purchaser hereby agrees to pay and be responsible for the following closing cost with respect to the closing otr the purchase of the Property: (i) all fees and premiums for any endorsements to the Basic Owner's Title Policy; (ii) all fees and costs for the Survey; (iii) one-half ('/2) of the Title Company's escrow fees; (iv) fees for recording the Restriction Agreement and the Special 11Varranty Deed with the County Clerk of Harris County, (v) all costs and expenses incurred by or oil behalf of the Purchaser; including Purchaser's attorneys' fees; (vi) all premiums and fees for optional riders and amen dtile tits to the Basic (tuner's Title Poliey and all costs related to issuance of any Mortgagee's Title Policy; and (vii) such other incidental costs and fees customarily paid by purchasers of property in Harris County, Texas, for transactions of a similar nature to the transaction contemplated herein. 8. Conditions to CIO�Hig. Closing oil the sale of the Property shall be conditioned upon: (i) Purchaser• having executed the Restriction Agreement; (ii) Seller closirrg oil the prtrchase of the Property from City pursuant to the City Sales Contract; and (iii) Tire zoning of the Property being amended, if necessary, and a Site Plan for the Property; if necessary, such that Purchaser may develop and use the Property for the Required 912FUnCHAS['A\n SALE AGRL£.liesTBy,i w:r�l.APORTE r)F�°rt.oFlrr�TCortt'o]i:17r0\ AND MARTYc_t»F'ESf -PAGES Use as defined inn the Restriction Agreement. If the Property is not zoned for such use or a Site Plan is not approved as of the Effective Date, Seller agrees to obtain the consent of City to allow Purchaser tine right to file an application with City to seek an amendment to the zoning regulations affecting the Property and/or adopt a Site Plait to allow tine Property to be used for the Required Use. Purchaser understands and acknowledges that City has not waived its legislative authority or is otherwise contractually obligated pursuant to the City Sales Contract to adopt any amendments to City's Comprehensive Zoning Ordinance, as amended; or approve any particular Site Plan, Seller agrees to reasonably cooperate with Purchaser in the application for any zoning amendnnent or Site Plan approval requested by Purchaser and shall execute all necessary and appropriate instruments as owner of the Property. The application for rezoning the Property and/or approving a Site Plan shall be made in the name of either Seller or Purchaser as required under governing lavv; and (iv) The Property being replatted, if necessary, so that it constitutes olne or more defined lots as determined in accordance faith Seller's subdivision ordinance. Seller agrees to reasonably cooperate and participate with Purchaser in the prosecution of any plat application for the replat of the Property so that the Property is identified as one or more separate and distinct lots as determined by Purchaser. If the conditions set forth in (ii), (iii), and/or (iv) have not been satisfied on or before ten (10) clays prior to Closing, the Closing Date shall be extended for a period of thirty (3 0) clays. It the conditions set forth ill (iii), and/or (iv) have still not beets approved by the enol of said tliiu•ty.(30) day period, Purehaser may either (1) extend the Closing Date for an additional thirty (30) day period, (2) waive the condition and proceed to Closing, or (3) terminate this Agreement as Purchaser's sole remedy. If the condition set forth in (ii) has still not been approved by the end of said thirt ,.(30) clay period, Purchase shall only have tine right to (I) extend the Closing Date for and additional (30) clay period or (2) terminate this Agreement and receive a rebind of the Earnest Money, 9. Permitted Exceptions. (a) Purchaser acknowledges and agrees that the Property will be conveyed by Seller at closing subject to the Restriction Agreement and that the Special Warranty Deed shall contain reference to same. The (i) zoning, (ii) lien for current taxes, (iii) environmental condition, (iv) the Restriction Agreement, and (v) matters appearing on Schedule B of the Title Commitment that were not cured and to which Purchaser failed to object or otherwise waived objection shall be deemed to be Permitted Exceptions. (b) Purchaser understands, acknowledges, and agrees that all rights -of -ways and easements dedicated to City on behalf of the public and which appear oil the final plat of the Property may be reserved prior to Closing by City for itself and its successors and assigns and the public, which reservations shall constitute Permitted Exceptions at Closing to the extent they affect the Property. 10. Rem-esenfatio>ins and Covenants. Seller represents and covenants that: (a) it has authority to enter into this Agreement; and (b) no other person has any interests in or claims against the Property (other than as reflected by the Title Commitment), and it will not hereafter encumber the Property. Purchaser represents that it has authority to enter into this Agreement. Tine only representations made by any party concerning the Property and this Agreement are as set out in this Section 10. 1121'trrtc[]Asr Ain 6Ai.E AGREEyr£yT BFTtis-esy LA FORTY Drvri.nF.I3F-,T Ck1RPOHAT[Uy AND N1Aa11'CAMP1SE - PAUL; 6 11. ProaK=r ' Sold As Is, (a) Purchaser represents that as of the Closing Date that it, (i) will have fully inspected the Property; and (ii) will have made all investigations as it deems necessity or appropriate and will be relying solely upon its inspection and investigation of the Property for all purposes whatsoever, including, but not limited to, the deterntinatiolt of the condition of the structures, iniprovelnents, soils, subsurface, drainage, surface and groundwater quality, and all other physical characteristics; availability and adequacy of utilities; compliance with governmental laws and regulations; access, encroachments; acreage and other survey matters and t[te character and suitability of the Property. (b) PLII-ClraSel• hereby acknowledges and ag1ees_that the sale of the Property hereunder is and will be made ort an "as is, where is. and with all faults'' basis. The occurrence, of Closing, shall constitute all acknowledgment by PurCliaser that the Property was accepted withoutrepresentation of warranty, express or implied (except as ON envise specifically set forth herein and exccgor the suecial warranties of title set forth in the special warranty deed). (c) Except as otherwise specifically set forth _i>t this Agreement and except for'_ the st}ccial warranties of title set forth illthe special warrant}' (iced, -Seller hereby specifically negates tinct_ disclaims any rmel�tmesentations, tivarlanties or guaranties of an ind orc11 tactor, whether express or implied, oral or written, bast, present, future or otherwise, of as to, concerning or with respect to the Property. including; without limitation (i) the nature alld condition of the PFoPerty and the suitability thereof for arty and all activities and uses which PIlr'Chasel' May elect_to,.,condtrct thereon, (ii) the ltatur'e_aud_CXtettt of any r'ight- of-way, lease, Possession, lien, encumbrance._ license, reservation, condition or rtLotlrer rltatter• relatiI in alt}, way to the PropeFty,(iii) the compliance Qfthe Property or its operation with any....1aws, ordinances or regulations of anv government or' other authority or body, (iy) the existence of any toxic or hazardous substance or waste in, on, under the surface of or about the_Noperty, (v) geological conditions. -including, without limitation, subsidence, subsurface conditions, water table, underground water reservoirs, limitations regarding the withdrawal of }eater and faulting, (vi) whether or not and to the extent to which th�perty or an}, portion thereof is affected b}art}, stream surface or underground), body otter; flood prone area. floodplain, flood.vay or special flood hazard, (vii) drainage, (viii) zoning or land use restrictions rules and regulations to which the Property or any portion thereof may' -.be subject ix, the availability of any utilities to the Property or alt)'_lLot•lion tltel•eof includingwithout Iit33itation, water. sewage- gas and electric and including the utility availal_aili , capacities allocated to the_1'roper b the governmental or regulatory atrthori, relevant g ty.-.(x,), u,sagPs of adjoining- rol)er.ty(xr) access to the PFoperty or any portion thereof. (xii) the value, compliance with the plans and specifications, size, location, age, use, c[ sigtf,_ ttali description, durabilit}', structural i.ntegrity,Tol�eration. leasing, title to, or t>h'sical or financial condition of ttfe�io)erty or any portion thereof or an), income, expenses, charges, Igis encumbrances tridtts or claims on or affecting orjel laicirt�_to..tirme PFol)-cm, or (aiiD oe ftp tEre„ the poke€oral r• deve�m )ent of the Property, or (xiv�he merchantability of the Property or fitness of f the Property for- tiffy par•ticulal�pumose (PEu-chaser affirtuin.g that Purchaser has not relied ort Seller's shill or itrdpment to select 01• furnish the Propel -h' for' Illy particit[ar purpose, and that Seller makes _n warranty that the Property is fit for any particular -purpose . The warranties, representations, agreements, indemnification and release set forth in this Paragraph ] t shall survive closing, and shall be incorporated into the deed. 9r2r'CRClIASE.11'DSAr.LAC;rt.t.r..)tt.N'l-BY,I%1'Er'NLAPORTF DF�,FI.OP\1FNTL`0ItP01tA'110.N AND MART]' C1N1P1SF - PACF 7 12. Reservation of Minerals; Waiver of Surface Wg lts. Purchaser understands, acknowledges, and agrees that City, for itself and its successors and assigns, as their interests may appear, has reserved from its conveyance of the Property to Seller pursuant to the City Prn'ChaSe Contract all oil, gas and other minerals owned by City located in and under the Property and that may be produced from the Property to tile extent not reserved by prior grantors; and that City, for itself and its successors and assigns has agreed (i) to waive all surface rights and other rights of ingress and egress in and to the Property, and (ii) that in conducting operations with respect to the exploration for all([ production, processing, transporting and marketing of oil, gas and other minerals from tine 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 tine surface of the Property. Purchaser further understands, acknowledges, and agrees that City shall not be restricted or prohibited from 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, all(] other minerals by means of Nvells that are drilled or mines that open on land other than tine Property but cater or bottom larder the Property, provided that such operations will in no manner interfere with the surface or subsurface support of an), improvements constructer] or to be constructed on the Property. The foregoing reservation of minerals and City's waiver of surface rights set forth above shall survive closing and be included in substance in the special warranty deed. 13. Remedies. If Purchaser defaults; Seller's sole remedy shall be to terminate this Agreement and receive payment of tine Earnest Money as liquidated damages. If Seller defaults, Purchaser's sole remedy shall be to terminate this Agreement and receive a refund of the Earnest Money. No termination shall occur pursuant to a default until tine non -defaulting party has provided written notice of default not less than ten (10) days prior to the proposed date of termination and the defaulting party has failed to CrnrC tile default; provided, however, if all parties have fill]), performed and all conditions to Closing have been satisfied other than the signing of documents close on the sale of the Property and one party fails to perfol-Inn such necessary acts to deliver fiends and execute documents required for Closing, on the date of Closing, then this Agreement shall terminate one (1) business day after demand is made to the noir-performing party acid the part, continues to fail to close on the transaction. 14. Notices. Notices must be in writing alad nnay be hand delivered and/or mailed by certified mail with return receipt requested to the addresses stated above. Notice given by delivery service shall be effective upon receipt at the address of (lie addressee; notice given by mail shall be effective upon earlier of actual receipt or three (3) days after placing the notice in a receptacle of the United States Postal Service, postage prepaid and properly addressed. Ili addition, copies of notices shall be provided to the party's attorney at the addresses indicated above. 15. Term. This Agreement shall be effective on the Effective Date and, except for the provisions of this Agreement that survive termination, shall terminate: (a) on the closing date of the sale of tine Property to Purchaser. (b) on the date mutually agreed by the parties; or 912I'I1lCHA',I: 1\ll 1i'Ai,r: S:GiiEENIF\T BFT)%'rr.\ LA PORTF DFN,ri. 1PmF\T CORPORAI ION AND MARTVCAMMSE. —PAGES (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!) M L(m, Governing. This Agreement shall he construed under and in accordance with the laws of the State of Texas; and ventre for any action arising from this Agreement shall be in the State District Court of Harris County, Texas. The parties agree to submit to tile personal and sul jcct platter _jurisdiction of said COLli•t. (1) Survhwl of Covencinis. Any of the representations, warranties, covenants, and obligations of the pieties, as NSel1 as any rights and benefits of the parties, pertaining to a period of time following the termination of this Agreement shall survive. (Signatures on next page) 9[21'E!1tCH1Sk:1\II:,-ILS AC:IC k\1F;\f'131:711'F,F:\1 PORTS DE1'E.LOPME\T{.ORPOIZA-f ION AND NJ MTY c:ulrIsE: - PAGF 10 PI -16-411 5Iu)'Ui11V T A'axnIBAT "A" " Foi-m of Restriction Agreement WHEN RT -,CORDED RETURN TO: (Space Above For Recorder's Use Oi ly) NOTICE OF CONFIDENTIALITY TIALITY RIGHTS: IF YOU ARE A NATURAL PERSON, YOU MAY RE, MOVE OR STRIKE ANY OR ALL OF THE FOLLOWING INFORMATION FROM ANY INSTRUMENT THAT TRANSFERS AN INTEREST IN REAL PROPERTY BEFORE IT IS FILED FOR RECORD IIS THE PUBLIC RECORDS: YOUR SOCIAL SECURITY NUMBER OR YOUR DRIVER'S LICENSE NUMBER STATE OF TEXAS § RESTRICTION ION AGREEMEN f COUNTY OF HARIS t3 This RESTRICTION AGREEMENT ("Agreement") is made and entered into as of the Effective Date by and between the City of La Porte, a Texas home rule municipality ("City"), and Marty Campise ("Developer"), acting by and through their respective authorized officers. RECITALS WHEREAS, as of the Effective Date, pursuant to the Purchase Agreement, Developer Inas purchased the Property from the LDDC, and WHEREAS, prior to or concurrent with the sale of the Property to Developer, LDDC purchased the Property from City pursuant to that certain Purchase and Sale Agreement effective May 15, 2012, between City and LPDC ("the City Contract") without City seeking scaled bids or conducting an auction prior to the sale of the Property to LPDC pursuant to the statutory exception to such recluircrnerlts set forth in Texas Local Government Code §272.001(b)(4); and WHEREAS, as a condition of the sale of the Property to LPDC and pursuant to Texas Local Government Code §272.001(b)(4), the City Contract requires that LPDC have the Property redeveloped and used for the Required Use; and WHEREAS, LPDC has, as a condition of the conveyance of the Property to Developer, restricted the use of the Property and required Developer to develop the Property Nvitl) the Improvements in accordance with the terms and conditions set forth herein; and WHEREAS, as a condition to and in consideration of the ILPDC's com7eyance of the Property to Developer, Developer has agreed to develop the Property in accordance with this Restriction Agreement; and ATTACHMENT I TO 912 PURCHASE, AND .`TALL AGr2EEME:\T; CITY OF L_1 YORTE TO LA PORTE E DLYLLOPNIL N 1 CORPORATION - FAG[: 12 WHEREAS, Developer desires to grant City an option to repurchase the Property in the event Developer fails to cause Commencement of Constrllctiorl or Completion of CO1lstruetiOn (hereinafter defined) of the Imnprovements in accordance this Restriction Agreement, subject to the terms and conditions hereafter set forth, NOW, THEREFORE, in consideration of the sum of TIN AND NO/100 DOLLARS ($10,00) and other good and valuable consideration; the receipt and sufficiency of which are hereby acknowledged, City and Developer hereby Agree as follows: Article I Property Subject to Declaration The Property shall be owned, held, leased, transferred, sold, mortgaged and/or conveyed by Developer and any subsequent owners (as SLICII term is hereinafter defined for the term specified in Section 5.2), subject to the terms of this Restriction Agreement. Article 11 Definitions For purposes of this Agreement, the following words and phrases shall have the following meanings unless the context clearly indicates a different meming: "Developer" means Marty Campise. "City" shall mean the City of La Porte; a Texas a home rule municipality located in the County of Harris, State of Texas. "City Manager,. shall mean the City Manager of City. "Commencement of Construction" shall mean (i) the plans have been prepared and all approvals thereof required by applicable governmental authorities have been obtained for construction of the Improvements, (ii) all necessary permits for the construction of the Improvements have been issued by the applicable govel•nmental authorities and (iii) construction of the elements of the building elements of the Improvements has commenced. "Completion of Construction" shall mean (i) substantial completion of the Improvements on the Land has occurred, and (ii) a certificate of occupancy or final inspection has been issued by City for occupancy of the Impr,ovemnents foe, the Required Use by Developer. "Effective Date" shall mean the date this Agreement is sighed by all parties hereto. ":LDDC,; shall mean the La Porte Development Corporation; a Texas non-profit corporation. "Force Majeure" shall mean any contingency or cause beyond the reasonable control of a pam-ty including, without limitation, acts of God or the public enemy; war, riot, civil commotion, insurrection, by the order of a court resulting from any litigation brought by a third party to prevent or delay Developer' development, construction, or operation, City delay of permits or A"1"rACLI.NIL T I TO 912 PURCHASE AND SALE ACIZLL UNT; CITY OF LA PDXI L 7'O LA PORTE PAGE 13 other approvals, government or de facto governmental action (unless caused by acts of omissions of the party), pending referendum, fires, explosions or floods, strikes, slowdowns or «cork stoppages. Such extension shall be for a period equal to the actual length of such delay, together with any time reasonably required by Developer to re -mobilize for construction as a result of such delay. "Improvements" shall mean the structures located on the Property, inclusive of any materials, equipment, and fixtures incorporated into said structures by Developer as necessary to be able to obtain a certificate of occupancy from City to occupy and use the Property for the Required Use. ":Property" shall mean a 0.425 acre tract situated in the Johnson Hunter Survey, Abstract No. 35, Harris County, Texas, and being all of Lots 11, 12, 13; 14 15, 18, and 19 in Block 52 of the Resubdivision of Blocks 37 to 60 of the Town of La Porte, a subdivision according to the mal) or plat thereof recorded in Volume 67 Page 196 of the Deed Records of Harris County, Texas, SAVE AND EXCEPT all of that called 2;519 square feet tract as described in deed to the State of Texas recorded in Volume 4569 Page 449 of the Deed Records of Harris County, Texas all that called 0.002 acre tract as described in deed to the City of La Porte recorded in Harris County Clerks Dile No. 20070201279 and a 2.50' by 10.25' portion along the south line of said Lot 15 for the existing Gateway Tower structure, inclusive of all improvements thereon and appurtenances thereto. "Option Period" shall mean that period of time commencing on closing of the purchase of the Land by Developer and ending on the earlier of (a) Completion of Construction or (b) (72 months. "Option Price" shall mean the Purchase Price stated in the Purchase Agreement less all closing costs and expenses paid or incurred by LDDC pursuant to the Purchase and Sale Agreement and pursuant to the exercise of the Option. "Property" shall collectively mean the Property and any Improvements follo-vying construction thereof on the Property. "Purchase Agreement" shall mean that certain Purchase and Sale Agreement, as amended or assigned, by and between LPDC and Developer, effective May 15; 2012. "Required Use" shall mean the development and use of the Property for the purpose of operating a business enterprise that meets the City's economic development goals and is a permitted use under the zoning regulations applicable to the Property. Article III Option 3.1 Gi�aut of Com. In consideration of TEN AND N0/100 DOLLARS ($10.00), in ]rand paid by City to Developer and other good and valuable consideration, (lie receipt and sufficiency of which is acknowledged by Developer, Developer hereby grants to City during the Option Period an option to repurchase the Property (tile "Option"). ATTACHMENT I TO 912 PURCI1ASE A\D SALE AGREE n N CIT!' OI LA PORTS TO LA PORTS DEVELOPMENT CORPORATION - PAGE 14 3.2 Time foi' Exemising Optioil. Subject to Section 3.3, below, the Option may be exercised by City in its sole discretion by providing written Notice to Developer upon the occurrence of the following: (a) any time after 24 months, if Developer has failed to cause Commencement of Construction of the Improvements to occur on the Property on or before that (late, provided Co mi>,encem.ent of Construction has in fact still not occurred oil the date of fire exercise of the Option; or (b) an), time after GO months, but before the end of the Option Period, if COm[11enCelllent of Construction has occurred, but Developer has failed to cause Completion of Construction by that date, provided Completion of Construction has in fact still not occurred oil the date of the exercise of the Option. 3.3 Force: fvlaiem,e. In the evert of Force Majetire, Developer shall have such additional time to cause Commencement Of Construction oi' COMpletion of COnstRICtioll, as the case may be, so long as Developer is diligently and faithfully pursuing the same. The termination of the Option Period shall be extended for the same number days that the performance of Developer 'with respect to Commencement Of C,OIIMRICti011 or Completion of Construction is extendcd by Force M&Ilre. 3.4 -Sole Remedy. The City's sole and exclusive remedy for violation of the obligation of Developer for the Commencement of Construction of Construction and Completion of Construction shall be the exercise of the Option. Ailicle IV Tei -ms of Sale Upon Exercise of Option 4.1 Effect of Exercise of the QI3tigi . Upon any timely exercise of the Option by City in accordance with the foregoing provisions, the conveyance of the Property to be conveyed to City shall be in accordance with the provisions in this Article IV. 4.2. Title, Sili` N,, and Environmental Resorts. (a) Not later than the fifteenth (15th) business day after the exercise of the Option, Developer shall, at Developer' expense, delivcr to City: (i) a current commitment for in Owner's Policy of Title Insurance from the Title Company for the portion of the Property to be conveyed to City, setting forth the state of title to the Property together with any easements Or restrictiolls (existing or created purstialit hereto) benefiting or burdening the Property, together with all exceptions or conditions to such title; (ii) legible copies of all documents referenced in the Title Commitment: (iii) any environmental studies or reports that Developer may have ill its possession with respect to the Property: an([, AITACIINIEN I T0912 PURCHASE AND SALT AGREEMENT: CITY OF LA FORTE TO LA PORTE DEX'I?I_,ON\I1;> I' CORI'Oi2A'I'IO\ -- PAGE I;i (iv) tax certificate(s) regarding the Payment of ad valorem taxes for current and prior years. (b) Upon any exercise of the Option, City shall have the right, at its sole option, to cause a boundary or "as -built" survey of the Property to be made by a certified land surveyor selected by it. Such survey sliall be made at the sole cost and expense of City. (c) City shall, not later than twenty (20) days after City's receipt of the last of the Survey and Title Commitment, notify Developer and Title Company of any objections to the Survey or Title Commitment. If there are objections by City; Developer shall in good faith attempt to satisfy them prior to Closing. If Developer delivers -written notice to City not later than the tenth (l Ott') calendar day after Developer' receipt of City's ol?jections that Developer is linable to satisfy such objections, City may either waive such objections and accept title as Developer is able to convey or terminate the exercise of the Right by written notice to Developer and the Title Company. 4.3. Closing. (a) The closing of the sale of the Property identified in the notice exercising the Option shall occur not later than sixty (60) calendar days following the date of exercise of the Option unless otherwise extended by written agreement of Developer and City. (b) At the closing; Developer shall deliver to City; (i) a special warrant), deed, in form and substance substantially similar to the form used to convey the Property to Developer pursuant to the Purchase Agreement, conveying good and indefeasible title to the Property described in the notice exercising the Option and/or the survey obtained by City (whichever is the most accurate description) to City, free and clear of any and all encumbrances except the Permitted Exceptions, save and except such oil, gas, and other minerals as may have been reserved by prior grantors; (ii) an owner's policy of title insurance (or equivalent) in the aillount of the Purchase Price, insuring such title to City; and (iii) possession of the Property, free of parties in possession. (c) At closing, City shall pay in cash or by certified or cashier's check the Option PI•iee described in Article Il, less all Closing Costs and other costs and expenses to be Laid by Developer pursuant to this Article. 4.4 Taxes. Ad valorem taxes, assessments. and atty other charges against the Property and/or improvements conveyed to City pursuant to this Article IV shall be prorated as of the Closing Date for the current year, such that Developer will be responsible for all such items which accrue prior to the Closing Date, and City will. be responsible for all such items which accrue on and after the Closing Date. Taxes and assessments for all prior years shall be paid by Developer. A7 TACn11E\T I TO 912 PURCHASE AND `TALE AGREE_11 LN"i : (TITOF LA PORTS TO LA PORTE I)EVI:LOPAIL\T CORPORATION -- PAGE 16 4.5 Closing Costs. (a) Developer will pay and be responsible for the following closing cost: (i) the cost of all tax certificates relating to all taxes and other assessments incurred or arising in relation to the Laid; (ii) all fees and premiums for Basic Owner's Title Policy, and any endorsements to the Basic Owner's Title Policy; (iii) one-half ('/2) of the Title Company's escrow fees; (iv) all recording fees; (v) alt costs and expenses incurred by or on behalf of Developer, including Developer' attorney's fees; (vi) all costs related to obtaining any releases of liens oil the portion of the Land conveyed relating to any loans secured by a deed of trust lien oft said property; and (vii) such other incidental costs and fees customarily Maid by sellers of real property in Harris County, Texas,. for transactions of a similar nature to the transaction contemplated herein. (b) City hereby agrees to pay and be responsible for the following closing cost: (i) all fees and premiums for the Survey; (ii) one-half ('/2) of the Title Coml7any's escrow fees; (iii) all costs and expenses incurred by or oil behalf of City, including City's attorneys' fees, and (iv) such other incidental costs and fees customarily Laid by purchasers of property in Harris Count),, Texas, for transactions of a similar nature to the transaction contemplated herein. 4.6. Permitted Excepliotjs. City acknowledges and agrees that the Property and improvements conveyed pursuant to this Article IV will be conveyed by Developer at closing subject only to such casements, conditions and restrictions as have been approved or deemed approved by City, inchlding; (i) utility easements granted by subdivision plat or instrument subsequent to the purchase of the Property by Developer; and (ii) such other matters as City may waive. 4.1 Conve_ nce As �Is. City acknowledges and agrees that the Property and/or improvements conveyed pursuant to this Article IV will be colweyed "AS IS" with all faults and defects, whether patent or latent, existing as of the Closing. Except with respect to the quality of the title being conveyed by Developer as set forth in the Special Warranty Deed, City acknowledges and agrees that Developer will be making no representations, warranties, ATFACIIME\'T 1 TO 912 PURCHASE AND SALE AGREEMENT: C'ITY OF LA PORTF TO LA PORTE DEVELOPMENT CORPORATION -- PAGE 17 guarantees, statements or information, express or implied, pertaining to the Property or improvements conveyed, their condition, or any other platters whatsoever, made to or furnished to City by Developer or any employee or agent of Developer, except as specifically Set forth in this Restriction Agreement. Article V Restrictions 5.1 Use of Property,_ built ing . No portion of the Property shall be utilized for any, use other than the Required Use. No building shall be constructed, reconstructed, erected; altered, or placed on any portion of the Property other than the hnpr0Venlents or other• structures that Will be used in conformance with the Required Use. 5.2 Term of Restrictions. The restrictions set forth in Section 5.1, above, shall commence on the Effective Date and automatically terminate following the Completion of Construction of the Improvements. Article VI I iseellancorls 6.1 Enforcement. City shall have the right, but not the obligation, to enforce this Restriction Agreement and any covenants and restrictions contained herein, as the same lnay be amended as herein provided. Subject to the limitation set forth in Section 5.1, above, enforcement of the provisions set forth in Section 5.1 contained herein may be exercised after failure of any person or persons violating or attempting to violate any covenants or restrictions to cure such violation or breach within two (2) thirty (30) day Notice periods after receipt of written Notice thereof, by proceeding at lav or in equity, against any person or persons violating or attempting to violate any Covenants Or restrictions, to I•CStralll violation or to recover damages, and failure to ellfOrCC any covenant, restriction or condition shall not be deemed a waiver of the right of enforcement either with respect to the violation in question or any other violation. This Restriction Agreement is not intended to restrict the rights of the City Council of the City of La Porte to exercise its legislative duties and powers insofar as the Land is concerned. For further remedy, Developer, for itself, its successors, and assigns agrees that the City may withhold building hermits, development approvals, certificates of occupancy and/or Ideal inspection Necessary for the lawful use of any portion of the Lance not thele in compliance with this Agreement. The City's right to repurchase the Lance pursuant to the exercise of the Option as set forth in Articles III and IV of this Restriction Agreement constitutes the City's sole and exclusive remedy for any failure by Developer to Commence Construction or Complete Construction of the Improvements on the Land. The rights of City under this Restriction Agreement may not be waived or released except pUrSUallt to an amendment or termination approved in accordance with the provisions hereof, except by expiration of the Term. 6.2 Amendment, No amendment or any termination of this Restriction Agreement shall be effective unless and lentil approved by Developer and the City (as evidenced by a resolution of the City Council executed by the Mayor and recorded in the Official Public Records in the office of the Harris County Clerk); provided, however, the City may, without the consent of Developer, terminate and release the restrictions set forth in Section 5.1. In the event Developer, or subsequent owner of the Property desires to change, amend or alter the covenants, conditions or ATTACHME\T I TO 912 PURCHASE AND SALE AGRI::EME.N' I CHW OF LA PORTS TO LA PORTG DEVELOPME\T CORPORATION --- PAGE 18 restrictions as set forth herein, Developer, or subsequent owner, as the case May be, shall file a written application for such change or amendment with City, which shall approve or deny such application in whole or in part within thirty (30) clays after receipt of such application. Ali), change or amendment approved by the City shall not be effective unless and until an instrument executed by the Mayor is recorded in the Official Public Records ill the office of the Harris County Clerk in accordance with this Section. 6.3 Notices. All notices, requests, demands or other communications required or permitted hereunder shall be in writing and shall be deemed to have been fully and completely made when given by hand, by confirmed facsimile transmission by overnight delivery by Federal Express or other reliable courier or the mailing of such by registered or certified mail, addressed as follows: If intended for City, to: City of La Porte Attn: City Manager 601 W. Fairmont Parkway La Porte, Texas 77571 If intended for Developer: Marty Campise 1902 Roscoe La Porte, Texas 77571 With a copy to: Askins & Askins. I'.C. Attn: Clark T. Askins P.O. Box 1218 LaPorte, Texas 77572-1218 Any party may at any time and from time to time by notice in writing to the other party hereto change the name or address of the person to who notice is to be given as hereinbefore provided. 6.4 Successors arrd Assigns. This Restriction Agreement shall bind, and inure to the benefit of, the parties and their respective successors and assigns. 6.5 Governing Law. This Restriction Agreement is entered into and is intended to be performed in the State of Texas, and the validity, enforceability, interpretation and construction hereof shall be determined and governed by the laws (other than conflict of laws provisions) of the State of Texas. Venue for ally action shall be in the state district court of Harris County, Texas. The parties agree to submit to the personal and subject matter jurisdiction of said court. 6.6 Recording. The parties agree that City may record this Restriction Agreement in the Official Public Records in the office of the Harris County Clerk. 6.7 Covenants Rug with the L'r�opgrty. This Restriction Agreement and the restrictions. covenants, and conditions set forth herein are for the purpose of protecting the value and desirability of the Property as well as to carry out compliance with Tex. Loc, Govt. Code §272.001(a)(4), as amended, and, consequently; shall run with the Property and be binding on the Dcveloper and all parties having all right. title, or interest in the Land, in whole or in part; and their heirs, successors and assigns. These covenants, conditions and restrictions shall be for the benefit of the Cit), of La Porte, Texas. This Restriction Agreement is binding upon Developer and each and every subsequent owner, tenant, subtenant, licensee, manager, and Al'ILA CII TIENT I TO912 PURCHASE AND SALE AGREI'NIEINT: ('FFX'0F LA PORTE TO LA PORTE DEN'I--I,OP1ii; 7` CORPORATION PAGE 19 occupant of all or any portion of the Property, but only daring the term of such party's ownership, tenancy, license, management or occupancy of the Property, for tivhich stick party shall remain liable and shall be binding upon and inure to the benefit of the City and its successors and assigns. It is expressly understood and agreed that acceptance of title to all or a portion of the Property shall automatically, and without ftlrtlier aelmowledgernent or confirmation from the owner, constitute such owner's assumption of the obligations of Developer hereunder. 6.8 Severability. Invalidation of any one of these covenants, conditions, or restrictions by judgment or court order shall in no way affect any other provisions, and all other provisions shall remain in full force and effect. 6.9 Entim�Agreement, This Agreement constitutes the entire agreement between the parties hereto l respect to the subject matter hereof, and no statement, promise, representation or modification Hereof by any person. if any, and whether oral or written, shall be binding upon any party. 6.10 Counterim-ts. This Agreement may be executed by the parties hereto in separate counterparts; each of which when so executed and delivered shall be an original, but all such counterparts shall together constitute one and the same instrument. hath counterpart may consist of a number of copies hereof each signed by less than a1L but together signed by all of the parties hereto. (Signatures ail, following pages) ATrACIIN1ENT 1 TO 912 1't'IZCIIA(iE AND SALE AGREEMENT: CITY OI' LA FORTE TO LA YORTE I)E1'ELOYIIE>i' COIZNOIZA7'1O - PAGI; 20 SIGNED AND AGREED on this _ day of , 2012. Appi,ovecl ras to I+onu: By: City Attorney STAT; OF TEXAS § COUNTY OF HARRIS § City of Lia Poi-te, Texas, a Texas home n le municipality By: Corby U. Alexander, City Manager City's Acknowledgment Acknowledged before ine, the under'sigiled authority, this clay of 2012, by Steve Gillett, Interim City Manager for the City of La Porte, Texas, a Texas home rule municipality, on behalf of such municipality. Notary Public, State of Texas My commission elpires: ALTACILMENT I TO912 PURCHASE AND SAI.." AGIZELMLNT: CITYOF LA PORTS TO LA PORTE DEN'r I-OP11ENT CORPORATION -PAGE 21 _ 7r, _f .,.� $e �- SBif 09 'i y REQUEST FOR DEVELOPMENT CORPORATION BOARD AGENDA ITEM Agenda Date Requested: August 14.2012 Requested By: Traci Teach Department: Administration Report Resolution: Ordinance: Exhibit: Purchase and Sale Agreement Appropriation Source of Funds: N/A Account Number: N/A Amount Budgeted: N/A Amount Requested: N/A Budgeted Item: YES NO SUMMARY & RECOMMENDATION In February 2012, staff presented information to both the Economic Development Corporation Board (EDC) and the City Council on an exception in Chapter 272 of the Local Government Code that allows municipalities to sell real property by utilizing an independent foundation, such as the EDC. This exception provides that a city can negotiate and sell property to a desired end user without public bid procedures provided that the land is developed by contract and sold through the independent foundation. Pursuant to Chapter 272.001 (b)(4), the City has, through its broker, negotiated the sale of 91 land 915 S. 8th Street to G Force Development, Inc. in the amount of $350,000. The developers intend to subdivide the building and develop one side as medical/office space and the other as retail space. The broker's opinion of value, which in this case, is a more accurate representation of the property's value than the appraisal, is $350,000. The prospective buyer has deposited earnest money with the broker and has signed the attached Restriction Agreement that is attached to the Purchase and Sale Agreement (Exhibit A). The Purchase and Sale Agreement under consideration is the first procedural step that is required to complete the transaction. Should Council approve the Purchase and Sale Agreement to convey 91 land 915 S. 8th Street from the City to the EDC, the EDC must approve this document prior to executing an identical Purchase and Sale Agreement that conveys the land from the EDC to G Force Development, Inc. Staff recommends the following: Approval of the Purchase and Sale Agreement for 911 and 915 S. 8th Street from the City to the EDC; and Approval of the Purchase and Sale Agreement for 911 and 915 S. 8th Street from the EDC to G Force Development, Inc. Action Required by La Porte Development Corporation Board: Consider approval or other action to authorize the La Porte Development Corporation Board president to negotiate and execute a purchase and sale agreement, and any necessary agreements and instruments related thereto, for the transfer of 911 and 915 S. 8th Street to the La Porte Development Corporation, acting as an independent foundation, for the resale of such property to G Force Development, Inc. for the development of office space. 2. Consider approval or other action to authorize the La Porte Development Corporation Board president to negotiate and execute a purchase and sale agreement, and any necessary agreements and instruments related thereto, for the transfer of 911 and 915 S. 8th Street to G Force Development, Inc. for the development of office space. Approved for Development Corporation Board Agenda Corby D. Alexander, City Manager Date PURCHASE AND SALE AGREEMENT This Pin -chase and Sales Agreement ("Agreement") to buy and sell real property is entered between City and Corporation as identified below and is effective on the date (`Effective Date") of the last of the signatures by City and Corporation as parties to this Agreement, acknowledgetnent by Title Company of receipt of this Agreement. City: City of La Porte, a Texas home rule municipality Attn: Corby D. Alexander, City Manager 604 W. Fairmont Parkway La Porte, Texas 77571 Phone: (281) 471-5020 E-mail: t �- ......... City's Attorney: Knox W. Askins Askins & Askins, P.C. P.O. Box 1218 La Porte, Texas 77572-1218 Phonc: (281) 471-1886 E -mai :nox,. s.'. za4f t Corporation: La Porte Development Corporation, a Texas non-profit corporation Attn: Stacey Osborne 604 W Fairmont Parkway La Porte, Texas 77571 Phone: (281) 470-5017 E-mail;�,i� << trJ'._f �c7t� ,=.e;v Developer: G Force Development 1806 S 16t" Street LaPorte, TX 77571 Title Company: American Title Company Attn: Staci Gay Commercial Division 5003 College Park Deer Park, Texas 77536 Phone; (281) 479-1913 Fax; (281).479-8609 E -Mail: PURCHASE AND SALE AGREE\IENT: CITY OF LA PORTE TO LA PORTS DEVELOPMENT CORPORATION - PAGE 1 (kbl,5/4/12:55288) Property: Lots 9 through 32 of Block 164 out of the Town of La Porte, Volume 58, Page 460, H.C.D.R., La Porte Texas Developer Sales Contract: That certain Purchase Agreement by and between Corporation and Developer relating to the sale by Corporation of the Property to Developer substantially in the form attached hereto as Attachment 1 and incorporated herein by reference. Restriction Agreement: That certain Restriction Agreement by and between City and Developer set forth as Exhibit "A" in the Developer Sales Contract. Inspection Period: The period commencing on the Effective Date and ending on the termination of the Inspection Period as defined in the Developer Sales Contract. Closing Date: Concurrent with Corporation's closing on the sale of the Property pursuant to the Developer Sales Contract. Purchase Price: $350,000 cash WHEREAS, Corporation desires to purchase the Property fi•om City for resale to Developer pursuant to the Developer Sales Contract for development in accordance with the Restriction Agreement; and WHEREAS, Tex. Loc, Gov't Code § 272.001 allows City to convey land it wants developed by contracting with an independent foundation without auction or soliciting competitive bids; and WHEREAS, Corporation is a Texas non-profit corporation and qualifies as an independent foundation under Tex. Loc. Gov't Code § 272.001; and WHEREAS, the Purchase Price is the fair market value of the Property; and NOW, THEREFORE, in consideration of the surn of Ten and No/100 Dollars ($10.00) and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereby agree as follows: 1. Sale and Purchase. City agrees to sell and convey the Property to Corporation for the Purchase Price. PURCIMSE AND SALE AGREEMENT; CITY OF LA PORTE TO LA PORTE DEVELOPMENT CORPORA'T'ION — PAGE 2 (kbL5/4112:55288) 2. Title, Sm-yev, and Inspection Reports. City and Corporation understand and acknowledge that Corporation will contract or has contracted with Developer pursuant to the Developer Sales Contract to sell and convey the Property to Developer. In order to save City, Corporation, and Developer the cost of multiple surveys and title policies and to expedite both transactions, City and Corporation agree: (a) City, as owner of the Property, agrees to reasonably cooperate with Corporation's obligations as Seller set forth in Section 2 of the Developer Sales Contract with respect to curing title objections and, pursuant thereto, Corporation shall immediately forward to City any and all notices received by Corporation pursuant to Section 2(c) of the Developer Sales Contract; (b) The transaction described in this Agreement and the transaction described in the Developer Sales Contract shall be treated by the Title Company as a pass-through transaction such that Title Company shall issue only one owner's title policy to Developer as the ultimate purchaser and owner of the Property pursuant to Section 5 of the Developer Sales Contract; and (c) City and Corporation will accept, review, and rely upon the survey, environmental studies, and other inspection reports of the Property obtained by Developer pursuant to the Developer Sales Contract as if they Nvere obtained by Corporation pursuant to this Agreement, 3. Inspection Period. During the Inspection Period, Corporation and/or Developer and its agents or employees shall have the right to enter upon the Property and conduct such inspections, tests and studies as they may deem reasonable and necessary in accordance with and sul?ject to Section 3(a) of the Developer Sales Contract, including, but not limited to, Developer's agreement to indemnify, defend, and hold City harmless as set forth in said Section 3(b) If for any reason Developer determines not to purchase the Property fiom Corporation and terminates the Developer Sales Contract in accordance with Section 3(a) of the Developer Sales Contract, Corporation shall notify City and Title Company of such termination, in which case this Agreement shall terminate. In such event, neither party shall have any further claim against the other party under this Agreement. If Corporation does not timely terminate this Agreement under this Section 3, it shall have no further right to do so under this Section 3; and Corporation shall have waived its right to terminate this Agreement within the Inspection Period, 4. Closing. (a) Except as extended as provided herein, the closing of the sale of the Property shall occur on the Closing Date at the Title Company. (b) At the Closing, City shall deliver to the Title Coinpany: (i) a special warranty deed, in form and substance reasonably acceptable to City, Corporation, and Developer conveying good and indefeasible PURCHASE AND SALE AGREEMENT: CITY OF LA PORTE TO LA PORTE DEVELOPDIVNT CORPORATION — PAGE 3 (kbl:5/4112:55288) title to the Property to Corporation, free and clear of any and all encumbrances subject only to the Pertnitted Exceptions; (ii) Such documents as may be reasonably required by Title Company in order for Title Company to issue a Title Policy in favor of Developer as the insured owner pursuant to Section 5 of the Developer Sales Contract; (iii) Evidence of City's authority to close this transaction as may be required by the Title Company; and (iv) Settlement statement, and such other documents as Title Company may reasonably require. (b) At the closing, Corporation shall deliver to City through Title Company; (i) the Purchase Price in cash or immediately available funds, inclusive of the Earnest Money previously paid by Developer and placed in Escrow pursuant to the Developer Sales Contract but less Corporation's Closing cost deducted from the Purchase Price in accordance with the Developer Sales Contract; (ii) the Restriction Agreement signed by Corporation and Developer; and (iii) such other documents that the Title Company may reasonably require of Corporation. With respect to the issuance of the title policy, City agrees to execute such documents as required by the Title Company to allow the cost of the Owner's Title Policy and any related endorsements that are required to be issued pursuant to the Developer Sales Contract regarding the Property are passed through to the sale of the Property by Corporation to Developer, It being the intent of City and Corporation that only one title policy by issued in favor of Developer following the concurrent closing of this transaction and the transaction between Corporation and Developer. S. Taxes. Corporation understands and acknowledges that the Property is presently exempt from the assessment of ad valorem taxes, which status may change upon conveyance of the Property to Corporation or Developer. City shall not be responsible for payment of property taxes assessed against the Property for periods after the (late of Closing, if any become due and payable, 6. Closin Costs. City hereby agrees to pay and be responsible for all closing costs related to the sale of the Property to Corporation pursuant to this Agreement and Corporation's closing costs as Seller pursuant to Section 7 of the Developer Sales Contract. PURCHASE AND SALE AGREEMENT: CITY OF LA PORTE TO LA TORTE DEVYLOPMFNT CORPORATION -- PAGE d (kbl:5144/12:55288) 7. Permitted Exce rtious. Those platters constituting Permitted Exceptions pursuant to the Developer Sales Contract shall constitute Permitted Exceptions pursuant to this Agreement. Ili addition, the Restriction Agreement shall be deemed to be a Permitted Exception, S. Pro pert,rd As Is. (a) Corporation hereb r acknowledges and agrees that the sale of the Property hereunder is and will be pude on an "as is, where is and with all faults" basis,_ The occurrence of Closing shall constitute an acknowledgment by Corporation that the Property was accepted without representation or warranty, express or implied (except as Otherwise specifically set forth herein and except for the s ecial warranties of title set forth in the special warranty dam). (b) Except as otherwise specifically set forth in this Agreement and except for the special warranties of title set forth in the special warranty deed, Cite liercb� specifically negates and disclaims any representations, warranties orug aranties of any kind or character, whether express or implied, oral or writtenpast, resent future or otherwise, of as to, concerning or with respect to the Propefty, including without limitation (i) the nature and condition of the Property and the suitability thereof for any and all activities and uses which Corporation or Developer may elect to conduct thereon, .(ii) the nature and extent of any right-of-way, lease, possession, lien., encuml3ran license reservation condition or any other matter f elating in alio wale Property, (iii) the compliance of the Propetly or its o eration with any laws ordinances or re ulations of any goverruhhent or other authority or body, iv the existence of any toxic or hazardous substance or waste in on under the surface of or about the Property, v geological conditions includin without limitation subsidence subsurface conditions water table underground water reservoirs, limitations regarding the withdrawal of water and faulting (vi) whether or not and to the extent to which the Property or au portion thereof is affected by any stream surface or underground), body of water, flood Prone area flood lain floodnLay or special flood hazard vii drainage, veil zoning or land use restrictions rifles and regulations to which the Property or any ortion thereof may be subject ix the availability- of any utilities to the Property or any portion thereof including, without limitation, water, sewage: gas and electric and including the utility availability capacities allocated to the Pro eft y by the relevant overimtental or regulatory authority, x usages of adjoining ro err xi access to the Property or an Portion thereof, xii the value compliance with the plans..and specifications, size location a e use design, quality, description, durability, structural integrity, operation, leasing,title to or ph ysical or financial condition of the Property or any poilion thereof, or any income expenses, charges, liens encumbrances rights or claims on or affecting or pertaining to the Propet•ty or any part thereof, (xiii) the potential for further development of the Property, or (xiv) the merchantability of the Property or fitness of the_Property for any particular purpose (Corporation affirming that Corporation has not relied on City's skill or judgment to select or furnish the Property for any particular purpose, and that Cit) makes no warranty that the Property is fit for any particular purpose). PURCHASE AND SALE AGIMUMENT: CITY OF LA PORTE TO LA PORTE DEVELOP\IE.NT CORPORATION - PAGE 5 (kb1:514112:55288) (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) 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) only if the assignee of the Developer Sales Contract assumes all obligations of Developer under the Developer Sales Contract. (d) Time is of the Essence. Time is of the essence with respect to the performance by the parties of their respective obligations hereunder. (e) Effective Date. The Effective Date of this Agreement shall be the date on which the authorized representatives of the parties have signed this Agreement and the Option Fee has been paid. (f) Nora -Business Day. If the final date of ani, period provided herein for the performance of an obligation or for the taking of any action falls on a Saturday, Sunday, or holiday, then the end of such period shall be extended to the next business day. (g) Headings. Section headings are for convenience of reference only and do not modif3, or restrict any provisions hereof and shall not be used to construe any Provisions, (h) Brokers. City and Corporation represent that no other broker is involved in this Agreement and, to the extent allowed by law, each party indemnifies the other against brokerage or commission claims arising out of the indemnifying party's actions, (i) Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original for all purposes and constitute one and the same instrument; but in making proof of this Agreement, it shall not be necessary to produce or account for more than one such counterpart. 0) Legal Construction. 7n the event any one or more of the provisions contained in this Agreement shall for any reason be held to be invalid, illegal, of 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 unenforceable provision had never been contained in it. (k) La►v Governing. This Agreement shall be construed under and in accordance with the laws of the State of Texas; and venue for any action arising from this Agreement shall be in the State District Court of Dallas County, Texas. The patties agree to submit to the personal and subject matter jurisdiction of said court. (1) Survival of Covenants. Any of the representations, warranties, covenants, and obligations of the patties, as well as any rights and benefits of the parties, pertaining to a period of time following the Closing shall survive. (signature page to follow) PURCHASE AND SALE AGRENMEN'Tc CM' OT LA PORTE TO LA PORTE DEVELOPMENT CORPORATION — PAGE 8 (kb1:5/4/12:55288) SIGNED AND AGREED this the SIGNED AND AGREED this the day of , 2012. City of La Pofte, Texas No Corby D. Alexander, City Manager day of , 2012. La Pol•te Development Coi-povation 12 Richard Warren, President RECEIPT OF CONTRACT Title Company acknowledges receipt of a copy of this Agreement executed by both Corporation and City on the day of 52012. Name: Title: PURCHASE AND SALE AGREEMENT: CITY OF LA PORTE TO LA PORTE DEVELOi'MYNT CORPORATION - PAGE 9 (kU1:5/4/12:55288) ATTACHMENT l FORM OF DEVELOPER SALES CONTRACT PURCHASE AND SALE AGREEMENT This Purchase and Sale Agreement ("Agreement") to buy and sell real property is entered between Seller and Buyer as identified below and is effective oil the date set forth in Section 17(e) ("Effective Date"). Seller: La Porte Development Corporatioll, a Texas Iron -Profit corporation Seller's Address Attn: Stacey Osborne 604 W Fairmont Parkway LaPorte, Texas 77571 Phone: (281) 470-5017 E-mail: osborrles@laportetx.gov Seller's Attorney Knox W. Askins Askins & Askins, P.C. P.O. Box 1218 La Porte, Texas 77572-1218 Phone: (281) 471-1886 E-mail: Emir ) �'5 k iri t C ' ckLi Purchaser: G Force Development, Inc, Purchaser's 1806 S. 16t" Street Address La Porte, TX 77571 Property: Lots 9 through 32 of Block 164 out of the Town of La Porte, Volume 58, Page 460, H.C.D.R., La Porte Texas City: City of La Porte, a Texas 11onie rule mllllicipality City's Address: Attn: City Manager 604 W Fairmont Parkway La Porte, Texas 77571 Phone: (281) 471-5020 Fal: (281) 842-1259 E-mail:_�, Ir ( .. �` ov XYTACHlMENT I TO PURCHASE AND SALE AGREEMENT: CITI' OT LA PORTS TO LA PORTE DE"VELOPLIENT CORPORATION — PAGE 10 (kb1:514I12:55288) City's Attorney: Knox W. Askitrs Askins & Askins, P,C. P.O. Box 1218 La Porte, Texas 77572-1218 Phone: (281) 471-1886 E-mail:::psi f;.4,'r<)c :,t ".st.I�et Title Company: American Title Company Attn: Staci Gay Commercial Division 5003 College Park Deer Park, Texas 77536 Phone: (281) 479-1913 Fax: (281).479-8609 E -Mail: s ae tgA{, 7Llfc ip,coni Inspection Period: The period commencing on the Effective Date and ending fourteen (14) days after the Effective Date Earnest Morley: $10,000 Option Fee: $100.00 (Paid to Seller at time of execution of this Agreement, non-refundable, and to be credited to Purchase Price at Closing) Closing Date: On or before September 30, 2012 Purchase Price: $350,000 cash City Sales That certain Purchase and Serle Agreement dated and effective Contract: , 2012, by and between City and Seller relating to the sale by City of the Property to Seller, Restriction That certain Restriction Agreement by and between City and Purchaser set forth in Agreement Exhibit "A," attached hereto and incorporated herein by reference. NOW, THEREFORE, in consideration of the sum of Teti and No/100 Dollars ($10.00) and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereby agree as follows: 1. Sale and Purchase. Seller agrees to sell, and Purchaser agrees to purchase the Property as provided in this Agreement for the Purchase Price. 2. Title, Sui-ve , and Environmental Reports. (a) Not later than ten (10) days after the Effective Date, Seller shall, at Seller's expense, deliver to Purchaser: ATTACHAIEN'T I TO PURCHASE AND SALE AGREEMENT: CITS' OF LA FORTE; TO LA PORTE DEVELOPMENT CORPORA'T'ION — PAGE I I (kb1:5/4/12:55288) (i) a current commitment for an Owner's Policy of Title Insurance for the Property from the Title Company, setting forth the state of title to the Property together with any casements or restrictions (existing or created pursuant. hereto) benefiting or burdening the Property, together with all exceptions or conditions to such title; (ii) legible copies ofall documents referenced in the Title Commitment; (iii) any environmental or geotechnical studies or reports that Seller may have in its possession with respect to the Property; and (iv) tax certificate(s) regarding the payment of ad valorem taxes for current and prior years. (b) Purchaser shall, not later than twenty (20) days after the Effective Date, and at Purchaser's expense, obtain a survey of the Property and deliver sanrc to Seller. "Survey" means all on - the -ground, staked plat of survey and metes -and -bounds description of the Property, prepared by a Texas Registered Property Land Surveyor or another surveyor satisfactory to Title Company, dated after the Effective Date, and certified to comply with the current standards and specifications as published by the Texas Society of Professional Surveyors required for obtaining deletion of the survey exception in the Title Policy. In lieu of a nein survey, Purchaser may provide a previously prepared survey accompanied by an affidavit (e.g. Form T-47 modified for commercial transactions) reasonably acceptable to Title Company and Seller. (c) Purchaser shall, not later than five (5) days after Purchaser's reccipt of the last of the Survey and Title Commitment, notify Seller and Title Company of any objections to the Survey or Title Commitment. If there are objections by Purchaser, Seller shall in good faith attempt to satisfy them prior to Closing, but Seller shall not be required to incur any cost to do so. If Seller delivers written notice to Purchaser not later than the ten (10) calendar day after Seller's receipt of Purchaser's objections that Seller is unable to satisfy such objections, Purchaser may either waive such objections and accept title as Seller is able to convey or terminate this Agreement by written notice to Seller and the Title Company prior to the expiration of the Inspection Period. 3. Insnection Period. (a) During the Inspection Period, Purchaser and its agents or employees shall have the right to enter upon the Property during regular business hours upon reasonable notice and conduct such inspections, tests and studies as they may deem necessary. If for any reason Purchaser determines not to purchase the Property, Purchaser nay terminate this Agreement by notifying Seller and Title Company in writing prior to the expiration of the Inspection Period and neither party shall have any further claim against the other under this Agreement. If Purchaser does not timely terminate this Agreement under this Section 3, Purchaser shall have no further right to do so under this Section 3; and Purchaser shall have waived its right to terminate this Agreement within the Inspection Period. (b) Purchaser may enter the Property to conduct its inspection, but shall be solely responsible for any damages caused thereby. Purchaser shall repair airy dimamto the Prober [y it causes or t is caused by its agents or invitees, and shall indemnifv and defend Seller and City and hold Seller and City harmless from arrci a airrst air and all claims liabilities or Barna es to the Pra ert or a iinst Seller caused by the intentional or negligent acts or omissions of Purchaser and/or Purchaser's authorized agents, rear esentatives or employees during _tlie Inspection Period or as a result of any inspection of the Pral�erty 1��, srrclr riarties. ry ATTACH ILY1' I TO PURCHASE AND SALE AGREEMENT: CITI' OF LA PORT; TO LA PORTE DEVELOPMENT CORPORATION — PAGE 12 (kb1:5/4/12:55255) Closing Date. The closing of the sale of the Property shall occur on the Closing Date at the Title Company, or at such other time as may be agreed in -writing by the parties. 5. Closing Deliverables. (a) At the closing of the Property, Seller shall deliver to the Title Company: (i) a special warranty deed, in forth and substance reasonably acceptable to Seller and Purchaser, conveying good and indefeasible title to Purchaser, free and clear of any and all encumbrances except the Permitted Exceptions, excluding the mineral rights, such mineral rights being reserved by City pursuant to the City Sales Contract or by prior grantors; (ii) such documents as may be reasonably required by Title Company in order to cause Title Company to issue a Texas owner's policy of title insurance (or equivalent) in the amount of the Purchase Price, insuring such title to Purchaser; (iii) possession of the Property, free of parties in possession. (b) At the Closing, Purchaser shall deliver to Seller through the Title Company: (i) the Purchase Price; and (ii) the Restriction Agreement duly executed by Purchaser. With respect to the issuance of the title policy, Purchaser agrees to execute such documents as required by the Title Company to allow the cost of the Owner's Title Policy and any related endorsements that are required to be issued pursuant to the City Sales Contract regarding the Property are passed through to the sale of the Property by Seller to Purchaser, it being the intent of Purchaser and Seller that only one title policy by issued in favor of Purchaser following the concurrent closing of this transaction and the transaction between Seller and City. 6. Taxes. Purchaser understands and acknowledges that the Property is presently exempt from the assessment of ad valorem taxes, -which stahis -will change upon conveyance of the Property to Purchaser. Seller shall not be responsible for payment of property taxes assessed against the Property for periods after the date of Closing, if an), become due and payable. closing Cosh. (a) Seller Hereby agrees to pay and be responsible for the following closing cost with respect to the closing of the Property: (i) the cost of all tax certificates relating to all taxes and other assessments incurred or arising in relation to the Property; (ii) one-half ('/z) of the Title Company's escrow fees; (iii) the basic premium for the Owner's Policy of Title Insurance; ATTACHMENT I TO PURCHASE AND SALE AGREEMENT: CITS' OF LA PORTE TO LA PORTE DEVELOPMENT CORPORATION — PAGE 13 (1,b1:514112:55288) (iv) all costs and expenses incurred by or on behalf of the Seller, including Seller's attorney's fees; and (v) such other incidental costs and fees customarily paid by sellers of real property in Harris County, Texas, for transactions of a similar nature to the transaction contemplated herein. (b) Purchaser hereby agrees to pay and be responsible for the following closing cost with respect to the closing on the purchase of the Property: (i) all fees and premiums for any endorsements to the Basic Owner's Title Policy; (ii) all fees and costs for the Survey; (iii) one-half ('/2) of the Title Company's escrow fees; (iv) fees for recording the Restriction Agreement and the Special Warranty Deed with the County Cleric of Harris County; (v) all costs and expenses incurred by or on behalf of the Purchaser, including Purchaser's attorneys' fees; (vi) all premiums and fees for optional riders and amendments to the Basic Owner's Title Policy and all costs related to issuance of any Mortgagee's Title Policy; and (vii) such other incidental costs and fees customarily paid by purchasers of property in Harris County, Texas, for transactions of a similar nature to the transaction contemplated herein. Conditions to ClgAR. Closing on the sale of the Property shall be conditioned upon; (i) Purchaser having executed the Restriction Agreement; (ii) Seller closing on the purchase of the Property from City pursuant to the City Sales Contract; and (iii) The zoning of the Property being amended, if necessary, and a Site Plan for the Property, if necessa►y, such that Purchaser may develop and use the Property for the Required Use as defined in the Restriction Agreement. If the Property is not zoned for such use or a Site Plan is not approved as of the Effective Date, Seller agrees to obtain the consent of City to allow Purchaser the right to file an application with City to seek an amendment to the zoning regulations affecting the Property and/or adopt a Site Plan to allow the Property to be used for the Required Use. Purchaser understands and acknowledges that City has not waived its legislative authority or is otherwise contractually obligated pursuant to the City Sales Contract to adopt any amendments to City's Comprehensive Zoning Ordinance, as amended, or approve any particular Site Plait, Seller agrees to reasonably cooperate with Purchaser in the application for any zoning amendment or Site Plan approval requested by Purchaser and shall execute all necessary and appropriate instruments as owner of the Property. The application for rezoning the Property and/or approving a Site Plan shall be made in the na►nc of either Seller or Purchaser as required under governing law; and ATTACHMENT T TO PIJRCHASE AND SALE AGREEMENT: CITY OF LA PORTE TO LA PORY'E DEVELOPM1;\T CORPORATION — PAGE 14 (kb1:5/4/12:55288) (iv) The Property being replatted, if necessary, so that it constitutes one or more defined lots as determined in accordance with Seller's subdivision ordinance. Seller agrees to reasonably cooperate and participate with Purchaser in the prosecution of any plat application for the replat of the Property so that the Property is identified as one or more separate and distinct lots as determined by Purchaser. If the conditions set forth in (ii), (iii), and/or (iv) have not been satisfied on or before ten (10) days prior to Closing, the Closing Date shall be extended for a period of thirty (30) clays. If the conditions set forth in (iii), and/or (iv) have still not been approved by the end of said thirty.(30) day period, Purchaser may either (1) extend the Closing Date for an additional thirty (30) day period, (2) waive the condition and proceed to Closing, or (3) terminate this Agreement as Purchaser's sole remedy. If the condition set forth in (ii) has still not been approved by the end of said thirty.(30) day period, Purchase shall only have the right to (1) extend the Closing Date for and additional (30) day period or (2) terminate this Agreement and receive a refund of the Earnest Money. 9. Permitted Exceptions. (a) Purchaser acknowledges and agrees that the Property will be conveyed by Seller at closing subject to the Restriction Agreement and that the Special Warranty Deed shall contain reference to same. The (i) zoning, (ii) lien for current taxes, (iii) environmental condition, (iv) the Restriction Agreement, and (v) matters appearing oil Schedule B of the Title Commitment that were not cured and to which Purchaser failed to object or otherwise waived objection shall be deemed to be Permitted Exceptions, (b) Purchaser understands, acknowledges, and agrees that all rights -of -ways and easements dedicated to City on behalf of the public and which appear oil the final plat of the Property may be reserved prior to Closing by City for itself and its successors and assigns and the public, which reservations shall constitute Permitted Exceptions at Closing to the extent they affect the Property. 10. Representations and Covenants. Seller represents and covenants that: (a) it has authority to enter into this Agreement; and (b) no other person has any interests in or claims against the Property (other than as reflected by the Title Commitment), and it will not hereafter encumber the Property. Purchaser represents that it has authority to enter into this Agreement. The only representations made by any party concerning the Property and this Agreement are as set out in this Section 10. 11. P,1,•operiy Sold As Is. (a) Purchaser represents that as of the Closing Date that it: (i) will have fully inspected the Property; and (ii) will have made all investigations as it deems necessary or appropriate and will be relying solely upon its inspection and investigation of the Property for all purposes whatsoever, including, but not limited to, the determination of the condition of the structures, improvements, soils, subsurface, drainage, surface and groundwater quality, and all other physical characteristics; availability and adequacy of utilities; compliance with governmental laws and regulations; access; encroachments; acreage and other survey matters and the character and suitability of the Property. ATTACHMENT I TO PURCHASE AND SALE AGREEMENT: CITA' OT LA PORTE TO LA TORTE DTVELOPME\'T CORPORATION - PAGE 15 (M)1:5/4/I2:55285) (b) Purchaser hereby ackunder is and will be made on an "as is, where is and with all faults" basis. Tire occurrence of Closing shall constitute an acknowledgment by Purchaser that the Property was accepted without representation or warranty, express or implied (except as otherwise specifically set forth herein and except for the special warranties of title set forth in tine special warrant), deed), (c) Except as otherwise specifically, set forth in this Agreement and except for the special warranties of title set forth in the special warranh, deed, Seller hereby specifically negates and disclaims any representations, warranties or guarantics of any kind or character, whether express or implied, - written, past, present, fixture or otherwise, of, as to, concerning or with respect to the Property, including without limitation (i) the nature and condition of the Property and the suitability thereof for any and all activities and uses which Purchaser may elect to conduct thereon,(ii) the nature and extent of any I illt- of -way, lease possession lien encumbrance license, reservation, condition or any other matter relating in any way to the Property, (iii) the compliance of the Property or its operation with any laws, ordinances or regulations of any government or other authority or body, iv the existence of any toxic or hazardous substance or waste in, on, under the surface of or about the Property, (v) geological conditions, including, without limitation, subsidence, subsurface conditions, Nvater table, underground water reservoirs, limitations regarding the withdrawal of water and faulting, (vi) whether or not and to the extent to which the Property or any portion thereof is affected by any stream (surface or underground), bode of water, flood prone area floodplain floodwU or special flood hazard, (vii) drainage,, (viii)zoning or laud use restrictions rules and regulations to which the Property or any portion thereof may be subject, (ix) the availability of any utilities to the Proper,r or any portion thereof including, without limitation, water sewage, gas and electric and including tine utility availability capacities allocated to the Property by th relevant governmental or regulatory authority, (x) usages of adjoining propert,(xi) access to the Property or any thereof, (xi i) the value, compliance with the plans and specifications, _size, location, age,_ use, design, quality, description, durability, structural integrity, operation, leasing;, title to, or physical or financial condition of the Proper ), or any portion thereof, or any income, expenses, charges, liens encumbrances, rights or claims on or affecting or pertaining to the Property or any part thereof, (xiiijthe potential for further development of the Property, or (xiv) the merchantabift of the Property or fitness of the Property, for any.particular purpose (Purchaser affirming that Purchaser has not relied ort Seller's skill or judgment to select or furnish tine Propel, for any particular purpose, and that Seller makes no warranty that the Proper[y is fit for any particular _pu pose). The warranties, representations, agreements, indemnification and release set forth in this Paragraph 11 shall survive closing, and shall be incorporated into the deed, 12. Re.sel-vation of Minerals; Waiver of Surface Rights. Purchaser understands, acknowledges, and agrees that City, for itself and its successors and assigns, as their interests may appear, has reserved from its conveyance of the Property to Seller pursuant to the City Purchase Contract all oil, gas and other minerals owned by City located in and under- the Property and that may be produced from the Property to the extent not reserved by prior grantors; and that City, for itself and its successors and assigns has agreed (i) to waive all surface rights and other rights of ingress and egress in and to the Property, and (ii) that in conducting operations Nvith respect to the exploration for and production, processing, trauspol-ting 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. Purchaser further understands, acknowledges, and agrees that City shall not be restricted or prohibited from the pooling or unitization of the portion of the mineral estate owned by City with land other than the Property; or the ATTACII`IENT I TO PURCHASE AND SALE AGREEMENT. CITY OF LA PORT TO LA PORTE DEVELOPMENT CORPORATION — PAGE 16 (kbl:511/12:55288) exploration or production of the oil, gas, and other minerals by nfcans of wells that are drilled or mines that open on land other than the Property but enter or bottom under the Property, provided that such operations will 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 survive closing and be included in substance in the special warranty deed. 13. Remedies. If Purchaser defaults, Seller's sole remedy shall be to terminate this Agreement and receive payment of the Earnest Money as liquidated damages. If Seller defaults, Purchaser's sole remedy shall be to terminate this Agreement and receive a refund of the Earnest Money. No termination shall occur pursuant to a default until the non -defaulting party bas provided written notice of default not less than ten (10) days prior to the proposed date of termination and the defaulting party has failed to cure the default; provided, however, if all parties have fully performed and all conditions to Closing have been satisfied other than the signing of documents close on the sale of the Property and one party fails to perform such necessary acts to deliver funds and execute documents required for Closing, on the (late of Closing, then this Agreement shall terminate one (1) business day after demand is made to the non-performing party and the party continues to fail to close on the transaction. 14. Notices. Notices must be in writing and may be band delivered and/or mailed by certified mail with return receipt requested to the addresses stated above. Notice given by delivery service shall be effective upon receipt at the address of the addressee; notice given by mail shall be effective upon earlier of actual receipt or three (3) days after placing the notice in a receptacle of the United States Postal Service, postage prepaid and properly addressed. In addition, copies of notices shall be provided to the party's attorney at the addresses indicated above. 15. Term. This Agreement shall be effective on the Effective Date and, except for the provisions of this Agreement that survive termination, shall terminate: (a) on the closing date of the sale of the Property to Purchaser; (b) on the date mutually agreed by the parties; or (c) the date the Agreement is terminated pursuant to Section 13, above, 16. ,Sale Sub'ect to Provisions of Tex. Loc. Govt. Code 272.001. Purchaser acknowledges having been advised that pursuant to the City Purchase Contract, City has contracted with Seller as an independent foundation to sell the Property without requiring an auction 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: ATTACHMENT I TO PURCHASE AND SALE AGREEMENT. Cf Y OF LA PORTE TO LA PORTE DEVELOPMENT CORPORATION - PAGE 17 (BL5/4/12:55288) (a) -Entireties. This Agreement contains the entire agreement of the parties pertaining to the Property. (b) Modifications. This Agreement may only be modified by a written document signed by both parties. (c) Assignment. Purchaser may not assign its rights under this Agreement to any entity without the express written consent of Seller. (d) Thne is of the -Essence. Time is of the essence with respect to the performance by ti►e parties of their respective obligations hereunder. (e) Effective Date. The Effective Date of this Agreement shall be the last date on which the authorized representatives of all parties have signed this Agreement and the payment of the Option Fee has been paid. (f) Non -Business Day. If the final date of ally period provided herein for the performa►rce of an obligation or for the taking of any action falls on a Saturday, Sunday, federal holiday, or a day on which Seller's main offices are not open for regular business, then the end of such period shall be extended to the next day that is not one of the foregoing described days. (g) Zorrirrg. Seller assumes no obligation to change the current zoning on the Property. (li) 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 law, 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) Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original for all purposes and constitute one and the sante instrument; but in malting proof of this Agreement, it shall not be necessary to produce or account for more than one such counterpart. 0) Legal Construction. In the event ally one or more of the provisions contained in this Agreement shall for any reason be held to be 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 unenforceable provision had never been contained in it. (k) Lcm, Governing, This Agreement shall be construed under and in accordance with the laws of the State of Texas; and venue for any action arising from this Agreement shall be in the State District Court of Harris County, Texas. The parties agree to submit to the personal and subject matter jurisdiction of said court, (1) Survival of Comitants. Any of the representations, warranties, covenants, and obligations of tl►e parties, as well as any rights and benefits of the parties, pertaining to a period of time following the termination of this Agreement shall survive. (signatures on next page) ATTACHMENT I TO PURCHASE AND SALE. AGREEMENT: CITY OF LA PORTE TO LA PORTE DEVELOPMENT CORPORATION — PAGE 18 (kbl:5r4r12:55288) SIGNED AND AGREED this the SIGNED AND AGREED this the day of , 2012. SELLER: La Porte Development Corporation, a Texas non-profit corporation Richard Warren, President day of , 2012. PURCHASER: G a' t 1 Name: Its: RECEIPT OF CONTRACT Title Company acknowledges receipt of a copy of this Agreement executed by both Seller and Purchaser on the _clay of , 2012. -0 Name: Title: ATTACHMENT I TO PURCHASE AND SALT: AGREEMENT: CITY OF LA PORTE TO LA PORTE DEVELOPMENT CORPORATION — PACE 19 (kbf:5/4112:55289) EXHIBIT "A" Foran of Restriction Agreement WHEN RECORDED RETURN TO: (Space Above For Recorder's Use Only) NOTICE OF CONFIDENTIALITY RIGHTS: IF YOU ARE A NATURAL PERSON, YOU MAY REMOVE OR STRIKE ANY OR ALL OF THE FOLLOWING INFORMATION FROM ANY INSTRUMENT THAT TRANSFERS AN INTEREST IN REAL PROPERTY BEFORE IT IS FILED FOR RECORD IN THE PUBLIC RECORDS: YOUR SOCIAL SECURITY NUMBER OR YOUR DRIVER'S LICENSE NUMBER STATE OF TEXAS RESTRICTION AGREEMENT COUNTY OF HARIS This RESTRICTION AGREEMENT ("Agreement") is made and entered into as of the Effective Date by and between the City of La Porte, a Texas home -rule municipality ("City"), and G Force Development, Inc. ("Developer"), acting by and through their respective authorized officers. RECITALS WHEREAS, as of the Effective Date, pursuant to the Purchase Agreement, Developer has purchased the Property from the LPDC; and WHEREAS, prior to or concurrent with the sale of the Property to Developer, LPDC purchased the Property from City pursuant to that certain Purchase and Sale Agreement effective August 13, 2012, between City and LPDC ("the City Contract") without City seeking sealed bids or conducting an auction prior to the sale of the Property to LPDC pursuant to the statutory exception to such requirements set forth in Texas Local Government Code §272.001(b)(4); and WHEREAS, as a condition of the sale of the Property to LPDC and pursuant to Texas Local Government Code §272.001(b)(4), the City Contract requires that LPDC have the Property redeveloped and used for the Required Use; and WHEREAS, LPDC has, as a condition of the conveyance of the Property to Developer, restricted the use of the Property and required Developer to develop the Property with the improvements in accordance with the terms and conditions set forth herein; and WHEREAS, as a condition to and in consideration of the LPDC's conveyance of the Property to Developer, Developer has agreed to develop the Property in accordance with this Restriction Agreement; and ATTACHMENT ITO 911-915 S. 8T" STREET PURCHASE AND SALE AGREEMENT: CITY OF LA PORTE TO LA PORTE DEVELOPMENT CORPORATION - PAGE 11 WHEREAS, Developer• desires to grant City an option to repurchase the Property in the event Developer• fails to cause Commencement of Construction or Completion of Construction (hereinafter defined) of the Improvements in accordance this Restriction Agreement, subject to the terms and conditions hereafter set forth; NOW, THEREFORE, in consideration of the surn of TEN AND N0/100 DOLLARS ($10.00) and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, City and Developer hereby agree as follows: Article I Property Subject to Declaration The Property shall be owned, held, leased, transferred, sold, mortgaged and/or conveyed by Developer and any subsequent owners (as such term is hereinafter defined for the term specified in Section 5.2), subject to the terms of this Restriction Agreement. Article II Definitions For purposes of this Agreement, the following words and phrases shall have the following meanings unless the context clearly indicates a different meaning: "Developer" means G Force Development, Inc, "City" shall mead the City of La Porte, a Texas a home rule municipality located in the County of Harris, State of Texas. "City Manager" shall mean the City Manager of City. "Commencement of Construction" shall mean (i) the plans have been prepared and all approvals thereof required by applicable governmental authorities have been obtained for construction of the Improvements, (ii) all necessary permits for the construction of the Improvements have been issued by the applicable governmental authorities and (iii) construction of the elements of the building elements of the Improvements has commenced. "Completion of Construction" shall mean (i) substantial completion of the Improvements on the Land has occurred, and (ii) a certificate of occupancy or final inspection has been issued by City for occupancy of the Improvements for the Required Use by Developer. "Effective Date" shall mean the date this Agreement is signed by all parties hereto. "LPDC" shall mean the La Porte Development Corporation, a Texas non-profit corporation. "Force Majeure" shall mean any contingency or cause beyond the reasonable control of a party includiIlg, without limitation, acts of God or the public enemy, war, Trot, civil commotion, insurrection, by the order of a court resulting from any litigation brought by a third party to prevent or delay Developer' development, construction, or operation, City delay of permits or ATTACIBIE,NT I TO 911-915 S. 8T" STREET PURCHASE AND SALE AGREEMENT; CITY OF LA PORTE TO LA PORTE DEVELOPMENT CORPORATION -- PACE 12 other approvals, government or de facto governmental action (unless caused by acts of omissions of the party), pending referendum, fires, explosions or floods, strikes, slowdowns or work stoppages. Such extension shall be for a period equal to the actual length of such delay, together with any time reasonably required by Developer to re -mobilize for construction as a result of such delay. "Improvements" shall mean the structures located on the Property, inclusive of any materials, equipment, and fixtures incorporated into said structures by Developer as necessary to be able to obtain a certificate of occupancy from City to occupy and use the Property for the Required Use. "Property" shall mean a Lots 9 through 32 of Block 164 out of the Town of La Porte, Volume 58, Page 460, H.C.D.R., La Porte Texas "Option Period" shall mean that period of time comiliencing on closing of the purchase of the Land by Developer and eliding on the earlier of (a) Completion of Construction or (b) (72 months. "Option Price" shall mean the Purchase Price stated in the Purchase Agreement less all closing costs and expenses paid or incurred by LPDC pursuant to the Purchase and Sale Agreement and pursuant to the exercise of the Option. "Property" shall collectively inean the Property and any Iniprovenients following construction thereof on the Property. "Purchase Agreement" shall mean that certain Purchase and Sale Agreement, as amended or assigned, by and between LPDC and Developer, effective August 14, 2012. "Required Use" shall mealy the development and use of the Property for the purpose of operating a business enterprise that meets the City's economic development goals and is a permitted use under the zoning regulations applicable to the Property. Article III Option 3.1 Grant of Option. In consideration of TCN AND NO/100 DOLLARS ($10.00), in gland paid by City to Developer and other good and valuable consideration, the receipt and sufficiency of which is acknowledged by Developer, Developer hereby grants to City during the Option Period an option to repurchase the Property (the "Option"). 3.2 Time foi• ExeKcisilig Option. Subject to Section 3.3, below, the Option may be exercised by City in its sole discretion by providing written notice to Developer upon the occurrence of the following: (a) any time after 24 months, if Developer has failed to cause Commencement of Construction of the Iniprovenients to occur on the Property oil or before that date, provided Coiiirnencenlent of Construction has in fact still not occurred on the date of the exercise of the ATTACHMENT I To 911-915 8.8T" STREET PURCHASE AND SALE AGREEMENT; CITY or LA PORTE To LA PORTE DEVELOPMENT CORPORATION - PAGE 13 Option; o1 (b) any time after 60 months, but before the end of the Option Period, if Commencement of Construction has occurred, but Developer has failed to cause Completion of Construction by that date, provided Completion of Construction has in fact still not occurred on the date of the exercise of the Option. 3.3 Force Majeure. I1r the event of Force Majeure, Developer shall have such additional time to cause Commencement of Construction or Completion of Construction, as the case may be, so long as Developer is diligently and faithfully pursuing the same. The termination of the Option Period shall be extended for the same number days that the perforniance of Developer ,vith respect to Commencement of Construction or Completion of Construction is extended by Force Majeure, 3.4 Sole Remedy. The City's sole and exclusive remedy for violation of the obligation of Developer for the Commencement of Construction of Construction and Completion of Construction shall be the exercise of the Option. Article IV Terins of Sale Upon Exercise of Option 4.1 Effect of Exercise of the Option. Upon any timely exercise of the Option by City in accordance with the foregoing provisions, the conveyance of the Property to be conveyed to City shall be in accordance with the provisions in this Article IV. 4.2. Title, Survey, and Environmental Reports. (a) Not later than the fifteenth (15th) business day after the exercise of the Option, Developer shall, at Developer' expense, deliver to City: (i) a current con-nnitment for an Owner's Policy of Title Insurance from the Title Company for the portion of the Property to be conveyed to City, setting forth the state of title to the Property together with any easements or restrictions (existing or created pursuant hereto) benefiting or burdening the Property, together with all exceptions or conditions to such title; (ii) legible copies of all documents referenced in the Title Commitment; (iii) any environmental studies or reports that Developer may have in its possession with respect to the Property; and, (iv) tax certificate(s) regarding the payment of ad rralorern taxes for current and prior years. (b) Upon any exercise of the Option, City shall have the right, at its sole option, to cause a boundary or "as -built" survey of the Property to be made by a certified land surveyor selected by it. Such survey shall be made at the sole cost and expense of City. ATTACHMENT I TO 911-915 S. 8` STREET PURCHASE AND SALE AGREEMENT: CITY OF LA PORTE TO LA PORTE DEVELOPMENT CORPORATION -- PAGE 14 (c) City shall, not later than twenty (20) days after City's receipt of the last of the Survey and Title Commitlnent, notit�, Developer and Title Company of any objections to the Survey or Title Commitment. If there are objections by City, Developer shall in good faith attempt to satisfy them prior to Closing, If Developer delivers written notice to City not later than the tenth (10t") calendar day after Developer' receipt of City's objections that Developer is unable to satisfy such objections, City may either waive such objections and accept title as Developer is able to convey or terminate the exercise of the Right by written notice to Developer and the Title Company, 4.3. Closing. (a) The closing of the sale of the Property identified in the notice exercising the Option shall occur not later than sixty (60) calendar days following the date of exercise of the Option unless otherwise extended by written agreement of Developer and City. (b) At the closing, Developer shall deliver to City: (i) a special warranty deed, in form and substance substantially similar to the form used to convey the Property to Developer pursuant to the Purchase Agreement, conveying good and indefeasible title to the Property described in the notice exercising the Option and/or the survey obtained by City (whichever is the most accurate description) to City, free and clear of any and all encumbrances except the Permitted Exceptions, save and except such oil, gas, and other minerals as may have been reserved by prior grantors; (ii) an owner's policy of title insurance (or equivalent) in the amount of the Purchase Price, insuring such title to City; and (iii) possession of the Property, free of parties in possession. (c) At closing, City shall pay in cash or by certified or cashier's check the Option Price described in Article 11, less all Closing Costs and other costs and expenses to be paid by Developer pursuant to this Article. 4.4 Taxes, Ad valorem taxes, assessments, and any other charges against the Property and/or improvements conveyed to City pursuant to this Article IV shall be prorated as of the Closing Date for the current year, such that Developer will be responsible for all such items which accrue prior to the Closing Date, and City will be responsible for all such items which accrue on and after the Closing Date. Taxes and assessments for all prior years shall be paid by Developer. ATTAcniN1LNT r TO 911-915 S. 8"" STREET PURCHASE AND SALE AGREEMENT- crrl' OF LA PORTE TO LA PORTE DEVELOPMENT CORPORATION -PAGE 15 4.5 Closing Costs. (a) Developer will pay and be responsible for the following closing cost; (i) the cost of all tax certificates relating to all taxes and other assessments incurred or arising in relation to the Land; (ii) all fees and premiums for Basic Owner's Title Policy, and any endorsements to the Basic Owner's Title Policy; (iii) one-half (I/2) of the Title Company's escrow fees; (iv) all recording fees; (v) all costs and expenses incurred by or on behalf of Developer, including Developer' attorney's fees; (vi) all costs related to obtaining any releases of liens on the portion of the Land conveyed relating to any loans secured by a deed of trust lien on said property; and (vii) such other incidental costs and fees customarily paid by sellers of real property in Harris Count}, Texas, for transactions of a similar nature to the transaction contemplated herein. (b) City hereby agrees to pay and be responsible for the following closing cost: (i) all fees and premiums for the Survey; (ii) one-half (%z) of the Title Company's escrow fees; (iii) all costs and expenses incurred by or on behalf of City, including City's attorneys' fees; and (iv) such other incidental costs and fees customarily paid by purchasers of property in Harris County, Texas, for transactions of a similar nature to the transaction contemplated herein. 4.6. Permitted Ejcctions. City acknowledges and agrees that the Property and irnprovelnents conveyed pursuant to this Article IV will be conveyed by Developer at closing subject only to such easements, conditions and restrictions as have been approved or deemed approved by City, including; (i) utility easements granted by subdivision plat or instrument subsequent to the purchase of the Property by Developer; and (ii) such other matters as City may waive. 4.7 Conveyance As , Is. City acknowledges and agrees that the Property and/or improvements conveyed pursuant to this Article IV will be conveyed "AS IS" with all faults and defects, whether patent or latent, existing as of the Closing. Except with respect to the quality of the title being conveyed by Developer as set forth in the Special Warranty Deed, City acknowledges and agrees that Developer will be making no representations, warranties, ATTACIENIE1T I TO 911-915 S. PT STREET PURCHASE AND SALE AGREEMENT; CITE' OF LA POR'd E TO LA PORTS DEVELOPMENT CORPORATION -- PACE 16 guarantees, statements or information, express or implied, pertaining to the Property or improvements conveyed, their condition, or any other matters whatsoever, made to or fiunished to City by Developer or any employee or agent of Developer, except as specifically set forth in this Restriction Agreement, Article V Restrictions 5.1 Use of Pro e>i• • Buildings, No portion of the Property shall be utilized for ally use other than the Required Use. No building shall be constructed, reconstructed, erected, altered, or placed on any portion of the Property other than the Improvements or other structures that will be used in conformance with the Required Use. 5.2 Term of Restrictions. The restrictions set forth in Section 5.1, above, shall conunence on the Effective Date and automatically terminate following the Completion of Construction of the Improvements. Article V1 Miscellaneous 6.1 Enforceinwit. City shall have the right, but not the obligation, to enforce this Restriction Agreement and any covenants and restrictions contained herein, as the same may be amended as herein provided. Subject to the limitation set forth in Section 5.1, above, enforcement of the provisions set forth in Section 5,1 contained herein may be exercised after failure of any person or persons violating or attempting to violate any covenants or restrictions to cure such violation or breach within two (2) thirty (30) day notice periods after receipt of written notice thereof, by proceeding at law or in equity, against any person or persons violating or attempting to violate any covenants or restrictions, to restrain violation or to recover damages, and failure to enforce any covenant, restriction or condition shall not be deemed a waiver of the right of enforcement either with respect to the violation in question or any other violation. This Restriction Agreement is not intended to restrict the rights of the City Council of the City of La Porte to exercise its legislative duties and powers insofar as the Land is concerned. For further remedy, Developer, for itself, its successors, and assigns agrees that the City may withhold building permits, development approvals, certificates of occupancy and/or final inspection necessary for the lawful use of any portion of the Land not then in compliance with this Agreement. The City's right to repurchase the Land pursuant to the exercise of the Option as set forth in Articles III and IV of this Restriction Agreement constitutes the City's sole and exclusive remedy for any failure by Developer to Commence Construction or Complete Construction of the Improvements on the Land. The rights of City ander this Restriction Agreement may not be waived or released except pursuant to an amendment or termination approved in accordance with the provisions hereof, except by expiration of the Term. 6.2 Amendment, No amendment or any termination of this Restriction Agreement shall be effective unless and until approved by Developer and the City (as evidenced by a resolution of the City Council executed by the Mayor and recorded in the Official Public Records in the office of the Harris County Clerk); provided, however, the City niay, without the consent of Developer, terminate and release the restrictions set forth in Section 5.1. In the event Developer, or subsequent owner of the Property desires to change, amend or alter the covenants, conditions or ATTACHMENT I TO 911-915 S,8` STREET PURCHASE AND SALE AGREEMENT* CITY OF LA PORTE TO LA PORTE DEVELOPMENT CORPORATION - PAGE 17 restrictions as set forth herein, Developer, or subsequent owner, as the case may be, shall file a written application for such change or amendment with City, which shall approve or deny such application in whole or in part within thirty (30) days after receipt of such application. Any change or amendment approved by the City shall not be effective unless and until all instrument executed by the Mayor is recorded in the Official Public Records in. the office of the Harris County Clerk in accordance with this Section. 6.3 Notices. All notices, requests, demands or other communications required or permitted hereunder shall be in writing and shall be deemed to have been fully and completely made when given by hand, by confirmed facsimile transmission by overnight delivery by Federal Express or other reliable courier or the mailing of such by registered or certified mail, addressed as follows: If intended for City, to: City of La Porte Attn: City Manager 604 W. Fairmont Parkway LaPorte, Texas 77571 If intended for Developer: G Force Development, Inc. 1806 S. 16th Street LaPorte, TX 77571 With a copy to: Askins & ASkins, P.C. Atte: Clark T. Askins P.O. Box 1218 La Porte, Texas 77572-1218 Any party may at any time and from time to time by notice in writing to the other party hereto change the name or address of the person to who notice is to be given as hereinbefore provided. 6,4 ,Successors nnl AssigLis. This Restriction Agreement shall bind, and inure to the benefit of, the parties and their respective successors and assigns. 6.5 GoyernW Law, This Restriction Agreement is entered into and is intended to be performed in the State of Texas, and the validity, enforceability, interpretation and construction hereof shall be determined and governed by the laws (other than conflict of laws provisions) of the State of Texas. Venue for any action shall be in the state district court of Harris County, Texas. The parties agree to submit to the personal and subject matter jurisdiction of said court. 6.6 Recording, The parties agree that City may record this Restriction Agreement in the Official Public Records in the office of the Harris County Clerk. 6.7 Covenants Run ryith the Property. This Restriction Agreement and the restrictions, covenants, and conditions set forth herein are for the purpose of protecting the value and desirability of the Property as well as to carry out compliance with Tex. Loc. Govt. Code §272.001(a)(4), as amended, and, consequently, shall run with the Property and be binding on the Developer and all parties having all right, title, or interest in the Land, in whole or in part, and their heirs, successors and assigns, These covenants, conditions and restrictions shall be for the benefit of the City of La Porte, Texas. This Restriction Agreement is binding Upon Developer and each and every subsequent owner, tenant, subtenant, licensee, manager, and ATTACHMENT I TO 911-915 S. 81" STREET PURCHASE AND SALE AGREEMENT,. CITY OF LA PORTS TO LA PORTE DEVELOPMENT CORPORATION - PAGE 18 occupant of all of any portion of the Property, but only during the term of such party's ownership, tenancy, license, management or occupancy of the Property, for which such party shall remain liable and shall be bidding upon and inure to the benefit of the City and its successors and assigns. It is expressly understood and agreed that acceptance of title to all or a portion of the Property shall automatically, and without further ackno-vvledgement of confirmation fl'oin the owner, constitute such otivner's assumption of the obligations of Developer hereunder. 6.8 Severability. Invalidation of any one of these covenants, conditions, or restrictions by ,judgment or court order shall in no way affect any other provisions, and all other provisions shall remain in full force and effect. 6.9 Entire Agreement. This Agreement constitutes the entire agreement between the parties hereto with respect to the subject matter hereof, and no statement, promise, representation or modification hereof by any person, if any, and whether oral or written, shall be binding upon any party. 6.10 Countei,t)ar,ts. This Agreement may be executed by the parties hereto in separate counterparts; each of which when so executed and delivered shall be an original, but all such counterparts shall together constitute one and the same instrument. Each counterpart may consist of a number of copies hereof each signed by less than all, but together signed by all of the parties hereto. (signatures oil following pages) ATTACHMENT I TO 911-915 S. 8T" STREET PURCHASE AND SALE AGREEMENT: CITY OF LA PORTE TO LA PORTE DEVELOPMENT CORPORATION - PAGE 19 SIGNED AND AGREED on this day of , 2012. Approved as to Forni: M. City Attorney STATE OF TEXAS § COUNTY OF HARRIS § City of LaPorte, Texas, a Texas home rule municipality C Corby D. Alexander, City Manager City's Acknowledgment Acknowledged before me, the undersigned authority, this day of , 2012, by Corby D. Alexander, City Manager for the City of La Porte, Texas, a Texas Dome rule municipality, on belialf of such municipality. Notary Public, State of Texas My Commission expires; ATTACHMENT I TO 911-915 S. Sm STREET PURCHASE AND SALE AGREEMENT: CITY OF LA PORTE TO LA PORTS DEVELOPAIENT CORPORATION - PAGE 20 SIGNED AND AGREED on this clay of �� �� ,,, , 2012, G ar Title: Developer's Aclulowledgment STATE OF TEXAS § COUNT' OF HARRIS § This instrument was acknouTledged before Ilse on the day of 2012, by � o z-og t W9 s4v-qn� , of a 'Texas , on behalf of said ;K66NETNADAMS Mmmission Expires ember 23, 2015 My Commission expires: Notary Public, State of Texas Printed Name; 6Jn51.41k O AIV�S ATTACHMENT 1 TO 911-915 S. ST" STREET PURCHASE AND SALE AGREEMENT; CITY OF LA PORTE TO LA PORTE DEVELOPMENT CORPORATION - PAGE 21 PURCHASE AND SALE AGREEMENT This Purchase and Sale Agreement ("Agreement") to buy and sell real property is entered between Seller and Buyer as identified below and is effective on the date set forth in Section 17(e) ("Effective Date"), Seller: La Porte Development Corporation, a Texas non-profit corporation Seller's Address Attn: Stacey Osborne 604 W Fairmont Parkway La Porte, Texas 77571 Phone: (281) 470-5017 Fax: (281) 842-1259 E-mail: laportetx.gov osboi-tics@lapol,tctx.gov Seller's Attorney Knox W. Askins Askins & Askins, P.C. P.O. Box 1218 La Porte, Texas 77572-1218 Phone: (281) 471-1886 E -marl: is ;f °E i.iici Purchaser: G Force Development, Inc. Purchaser's 1806 S. 161h Street Address La Porte, TX 77571 Property: Lots 9 through 32 of Block 164 out of the Town of La Porte, Volume 58, Page 460, H.C,D,R., La Porte Texas City: City of La Porte, a Texas home rale municipality City's Address: Attn: City Manager 604 W Fairmont Parkway La Porte, Texas 77571 Phone: (281) 471-5020 Fax: (281) 842-1259 E-mail: fs.f ,{r7 E ti PURCHASE AND SALE AGREEMENT BETWEEN LA PORTS DFvEI.oPmr..NT CORPORATION AND G FORCE DEVELOPMENT, INC. — PAGE I City's Attorney: Knox W. Askins Askins & Askins, P.C. P.O. Box 1218 La Porte, Texas 77572-1218 Phone: (281) 471-1886 E-mail: 11,E <<""=iititi:;%rC;,. Title Company: American Title Company Attn: Staci Gay Commercial Division 5003 College Park Deer Park, Texas 77536 Phone: (281) 479-1913 Fax: (281).479-8609 E -Mail: s+, c,ig, ` t tlt:.", i� Inspection Pet°iod: The period commencing on the Effective Date and ending fourteen (14) days after the Effective Date Earnest Money: $10,000 Option Fee: $100.00 (Paid to Seller at time of execution of this Agreement, non-refundable, and to be credited to Purchase Price at Closing) Closing Date: On or before September 30, 2012 Pui•chasePriee: $350,000 cash City Sales That certain Ptrr-chase and Sale Agmement dated and effective August 13, 2012, Contraet: by and between City and Seller relating to the sale by City of the Property to Seller. Restriction That certain Restriction Agreement by and between City and Purchaser set forth in Agreement Exhibit "A," attached hereto and incorporated herein by reference. NOW, THEREFORE, in consideration of the suns of Teti and No/100 Dollars ($10.00) and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereby agree as follows: 1, Sale and Put -chase. Seller agrees to sell, and Purchaser agrees to purchase the Property as provided in this Agreement for the Purchase Price. 2. Title, Survey, and Environmental Reuorts. (a) Not later than ten (10) days after the Effective Date, Seller shall, at Seller's expense, deliver to Purchaser: PURCHASE AND SALE AGREEMENT BrTWEEN LA PORTE DEVELOPMENT CORPORATION AND G FORCE DEVELOPMENT, INC. -- PAGE 2 (i) a current commitment for an Owner's Policy of Title Insurance for the Property from the Title Company, setting forth the state of title to the Property together with any easements or restrictions (existing or created pursuant hereto) benefiting or burdening the Property, together with all exceptions or conditions to such title; (ii) legible copies of all documents referenced in the Title Commitment; (iii) any environmental or geotechnical studies or reports that Seller may have in its possession with respect to the Property; and (iv) tax certificate(s) regarding the payment of ad valorem taxes for current and prior years. (b) Purchaser shall, not later than twenty (20) days after the Effective Date, and at Purchaser's expense, obtain a survey of the Property and deliver same to Seller. "Survey" means an on - the -ground, staked plat of survey and metes -and -bounds description of the Property, prepared by a Texas Registered Property Land Surveyor or another surveyor satisfactory to Title Company, dated after the Effective Date, and certified to comply with the current standards and specifications as published by the Texas Society of Professional Surveyors required for obtaining deletion of the survey exception in the Title Policy. In lice of a new survey, Purchaser may provide a previously prepared survey accompanied by an affidavit (e.g. Form T-47 modified for commercial transactions) reasonably acceptable to Title Company and Seller. (c) Purchaser shall, not later than five (S) days after Purchaser's receipt of the last of the Survey and Title Commitment, Notify Seller and Title Company of any objections to the Survey or Title Commitment. If there are objections by Purchaser, Seller shall in good faith attempt to satisfy them prior to Closing, but Seller shall not be required to incur any cost to do so. If Seller delivers written notice to Purchaser not later than the ten (10) calendar day after Seller's receipt of Purchaser's objections that Seller is unable to satisfy such objections, Purchaser may either waive such objections and accept title as Seller is able to convey or terniinate this Agreement by written notice to Seller and the Title Company prior to the expiration of the Inspection Period. Inspection Period. (a) During the Inspection Period, Purchaser and its agents or employees shall have the right to enter upon the Property during regular business hours upon reasonable notice and conduct such inspections, tests and studies as they may deem necessary. If for any reason Purchaser determines riot to purchase the Property, Purchaser may terminate this Agreement by iiotif3,ing Seller and Title Company in writing prior to the expiration of the Inspection Period and neither party shall have any further claim against the other under this Agreement. If Purchaser does not timely terminate this Agreement under this Section 3, Purchaser shall have no further right to do so under this Section 3; and Purchaser shall have waived its right to terminate this Agreement within the Inspection Period. (b) Purchaser may enter the Property to conduct its inspection, but shall be solely responsible for any damages caused thereby. Purchaser shall repair any damage to the Property it causes or that is caused b nd Seller and City and hold Sellej• and Cily harmless from and agFainst any and all claims liabilities or damn fes to the Pro )ex or a ainst Seller caused h the i�ttentio�al o ne li end acts or omissions of Purchaser and/or Purchaser's authorized aenis, representativ..es_or etz��lo ees duliti the Ius Section Period or as a result of any inspection of the Pro per b suer parties. PURCHASE ANT SALE Ac.REENIEIT BETWEEN LA PORTE DEVELOPMENT CORPORATION AND G FORCE DEVEEOPWN'T,11C. — PAGE 3 Closing Date. The closing of the sale of the Property shall occur on the Closing Date at the Title Company, or at such other timc as may be agreed in writing by the parties. Closing Deliverables. (a) At the closing of the Property, Seller shall deliver to the Title Company: (i) a special warranty deed, in form and substance reasonably acceptable to Seller and Purchaser, conveying good and indefeasible title to Purchaser, free and clear of any and all encumbrances except the Permitted Exceptions, excluding the mincral rights, such mineral rights being reserved by City pursuant to the City Sales Contract or by prior grantors; (ii) such documents as may be reasonably required by Title Company in order to cause Title Company to issue a Texas owner's policy of title insurance (or equivalent) in the amount of the Purchase Price, insuring such title to Purchaser; (iii) possession of the Property, free of parties in possession. (b) At the Closing, Purchaser shall deliver to Seller through the Title Company: (i) the Purchase Price; and (ii) the Restriction Agreement duly executed by Purchaser. With respect to the issuance of the title policy, Purchaser agrees to execute such documents as required by the Title Company to allow the cost of the Owners Title Policy and any related endorsements that are required to be issued pursuant to the City Sales Contract regarding the Property are Massed through to the sale of the Property by Seller to Purchaser, it being the intent of Purchaser and Seller that only one title policy by issued in favor of Purchaser following the concurrent closing of this transaction and the transaction between Seller and City. 6. Taxes. Purchaser Understands and acknowledges that the Property is presently exempt from the assessment of ad valorem taxes, which status will change upon conveyance of the Property to Purchaser. Seller shall not be responsible for payment of property taxes assessed against the Property for periods after the date of Closing, if any become due and payable. 7. closing Costs. (a) Seller hereby agrees to pay and be responsible for the following closing cost with respect to the closing of the Property: (i) the cost of all tax certificates relating to all taxes and other assessments incurred or arising in relation to the Property; (ii) one-half ('/2) of the Title Company's escrow fees; (iii) the basic premium for the Owner's Policy of Title Insurance; PURCHASE AND SALE AGREEMENT BETWF.FN LA FORTE DEVELOPMENT CORPORATION AND G FORCE DEVELOPMENT, INC. -PAGE 4 (iv) all costs and expenses incurred by or on behalf of the Seller, including Seller's attorney's fees; and (v) such other incidental costs and fees customarily paid by sellers of real property in Harris County, Texas, for transactions of a similar nature to the transaction contemplated herein. (b) Purchaser hereby agrees to pay and be responsible for the following closing cost with respect to the closing on the purchase of the Property: (i) all fees and premiums for any endorsements to the Basic Owner's Title Policy; (ii) all fees and costs for the Survey; (iii) one -Half (%) of the Title Company's escrow fees; (iv) fees for recording the Restriction Agreement and the Special Warranty Deed with the County Clerk of Harris County; (v) all costs and expenses incurred by or on behalf of the Purchaser, including Purchaser's attorneys' fees; (vi) all premiums an([ fees for optional riders and amendments to the Basic Owner's Title Policy and all costs related to issuance of any Mortgagee's Title Policy; and (vii) such other incidental costs and fees customarily paid by purchasers of property in Hari -is County, Texas, for transactions of a similar nature to the transaction contemplated herein. Conditions to Closing. Closing on the sale of the Property shall be conditioned upon: (i) Purchaser having executed the Restriction Agreement; (ii) Seller closing on the purchase of the Property from City pursuant to the City Sales Contract; and (iii) The zoning of the Property being amended, if necessary, and a Site Plan for the Property, if necessary, such that Purchaser may develop and use the Property for the Required Use as defined in the Restriction Agreement. if the Property is not zoned for such use or a Site Plan is not approved as of the Effective Date, Seller agrees to obtain the consent of City to allow Purchaser the right to file an application with City to seek an amendment to the zoning regulations affecting the Property and/or adopt a Site Plan to allow the Property to be used for the Required Use. Purchaser understands and acknowledges that City has not waived its legislative authority or is otherwise contractually obligated pursuant to the City Sales Contract to adopt any amendments to City's Comprehensive Zoning Ordinance, as amended, or approve any particular Site Plan, Seller agrees to reasonably cooperate with Purchaser in the application for any zoning amendment or Site Plan approval requested by Purchaser and shall execute all necessary and appropriate instruments as owner of the Property. The application for rezoning the Property and/or approving a Site Plan shall be made in the name of either Seller or Purchaser as required under governing law; and PURCHASE AND SALE AGREEMENT BFm%,FEN LA PORTS DENT LOPMENT CORPORATION AN© GFORCE nEVELOPAIENT,INC. -PAGES (iv) The Property being replatted, if necessary, so that it constitutes one or more defined lots as determined in accordance with Seller's subdivision ordinance. Seller agrees to reasonably cooperate and participate with Purchaser in the prosecution of any plat application for the replat of the Property so that the Property is identified as one or more separate and distinct lots as determined by Purchaser. If the conditions set forth in (ii), (iii), and/or (iv) have not been satisfied on or before ten (10) days prior to Closing, the Closing Date shall be extended for a period of thirty (30) clays. If the conditions set forth in (iii), and/or (iv) have still not been approved by the end of said thirty.(30) day period, Purchaser may either (1) extend the Closing Date for an additional thirty (30) day period, (2) waive the condition and proceed to Closing, or (3) terminate this Agreement as Purchaser's sole remedy. If the condition set forth in (ii) has still not been approved by the end of said thirty.(30) day period, Purchase shall only have the right to (1) extend the Closing Date for and additional (30) day period or (2) terminate this Agreement and receive a refund of the Earnest Money. Permitted Exceptions. (a) Purchaser acknowledges and agrees that the Property will be conveyed by Seller at closing subject to the Restriction Agreement and that the Special Warranty Deed shall contain reference to same. The (i) zoning, (ii) lien for current taxes, (iii) environmental condition, (iv) the Restriction Agreement, and (v) matters appearing on Schedule B of the Title Commitment that were not cured and to which Purchaser failed to object or otherwise waived objection shall be deemed to be Permitted Exceptions. (b) Purchaser understands, acknowledges, and agrees that all rights -of -ways and easements dedicated to City on behalf of the public and which appeal on the final plat of the Property may be reserved prior to Closing by City for itself and its successors and assigns and the public, which reservations shall constitute Permitted Exceptions at Closing to the extent they affect the Property. 10. Reimesentations and Covenants. Seller represents and covenants that: (a) it has authority to enter into this Agreement; and (b) no other person has any interests in or claims against the Property (other than as reflected by the Title Commitment), and it will not hereafter encumber the Property. Purchaser represents that it has authority to enter into this Agreement. The only representations made by any party concerning the Property and this Agreement are as set out in this Section 10. IL Property, Sold As Is. (a) Purchaser represents that as of the Closing Date that it: (i) will have fully inspected the Property; and (ii) will have made all investigations as it deems necessary or appropriate and will be relying solely upon its inspection and investigation of the Property for all purposes whatsoever, including, but not limited to, the determination of the condition of the structures, improvements, soils, subsurface, drainage, surface and groundwater quality, and all other physical characteristics; availability and adequacy of utilities; compliance with governmental laws and regulations; access; encroachments; acreage and other survey matters and tine character and suitability of the Property. PORCHAsE AND SALE AGREEMENT BEWFFN Li PORTF, DF,vVF,OP,I[FNT CORPORATION AND G FORCE DEYFLoPN1FNT, LNC.- PAGE 6 (b) Purchaser hereby acknowledges and agrees that the sale of the Property hereunder is and will be made on an "as is, where is and with all faults" basis. The occurrence of Closing shall constitute an acknowledgment by Purchaser that the Pro per was accepted without representation or warfau express or implied (except as otherwise specifically set forth herein and except for the special warranties of title set forth in the special warranty deed). (c) Except as otherwise specifically set forth in this Agreement and exce t for the special warranties of title set forth in the special warranty deed, Seller hereby pecifically ne agates and disclaims an re resentations warranties or guaranties of any kind or character, whether express or implied, or or written, past present, fixture or otherwise, of, as to, concerning or with respect to the Proper •T including without limitation i the nature and condition of the Property and the suitability thereof for an 7 and all activities and uses NVII01 Purchaser may elect to conduct thereon, ii) the nature and extent of any right- of-way, lease possession lien encumbrance license reservation condition or any other matter relatin in any to the Property, (iii)the compliance of the Property or its operation with any laws, ordinances or regulations of any government or other authority or body, (iv) the existence of any toxic or hazardous substance or waste in, on, under the surface of or about the Property, (v) geological conditions, including, without limitation, subsidence, subsurface conditions, _water table, underground water reservoirs, limitations regarding the withdrawal of water and faultin vi whether or not and to the extent to which the Pro pe�L or any wrtion thereof is affected by any stream (surface_ or underground), body of water, flood[ prone area, flood lain floodwa , or special flood hazard vii drainage, viii zoning or land use restrictions rules and regulations to which the Propery or any portion thereof may be subject, (ix)the availability of any utilities to th.e..Properjy or any portion thereof including, without limitation water, sewage gas and electric art([ including the utility availability capacities allocated_ to the Property relevant governmental or regulatory authority, usages of adioiningprotpea, (xi) access to the Proper or any portion thereof, (xii) the value compliance with the plans and specifications, size location age, use, design, 1, quality, description, durability, structural integrity, operation, leasing, tide to, or physical or financial condition of the Property or any portion thereof, or any income expenses charges, liens encumbrances, ri hg is or claims on or affecting or pertaining to the Property, or anypart thereof, (xiii) the potential for further development of the Proper ,,, or (xiv) the merchantability of the Property or fitness of the Property for any particular purpose Purchaser affirming that Purchaser has not relied on Seller's skill or judgment to select or furnish the Property for any particular purpose, and that Seller makes no warranty that the Property is fit for anydparticular purpose). The warranties, representations, agreements, indemnification and release set forth in this Paragraph I I shall survive closing, and shall be incorporated into the deed. 12. Reservation of Minerals; Waiver of Surface Riplrts. Purchaser understands, acknowledges, and agrees that City, for itself and its successors and assigns, as their interests may appear, has reserved from its conveyance of the Property to Seller pursuant to the City Purchase Contract all oil, gas and other minerals owned by City located in and under- the Property and that may be produced from the Property to the extent not reserved by prior grantors; and that City, for itself and its successors and assigns has agreed (i) to waive all surface rights and other rights of ingress and egress in and to the Property, and (ii) 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. Purchaser further understands, acknowledges, and agrees that City shall not be restricted or prohibited from the pooling or unitization of the portion of the mineral estate owned by City with land other than the Property; or the PURCHASE AND SALE AGREEMENT BETWEEN LA PORTE DEVELOPMENT CORPORAI]ON ANIS G ToncE DEVELOPMENT, D;C. -- PAGE 7 exploration or production of the oil, gas, and other minerals by means of wells that are drilled or mines that open oil laird other than the Property but enter or bottom under the Property, provided that such operations will in no manner interfere with the surface or Subsurface support of any improvements Constructed or to be constructed oil the Property. The foregoing reservation of minerals and City's waiver of surface rights set forth above shall survive closing and be included in substance in the special warranty decd. 13. Remedies. If Purchaser defaults, ,Seller's sole remedy shall be to terminate this Agreement and receive payment of the Earnest Money as liquidated damages. If Seller defaults, Purchaser's sole remedy shall be to terminate this Agreement and receive a refund of the Earnest Money. No termination shall occur pursuant to a default until the non -defaulting party has provided written notice of default not less than ten (10) days prior to the proposed date of termination and the defaulting party has failed to cure the default; provided, however, if all parties have fully performed and all conditions to Closing have been satisfied other than the signing of documents close on the sale of the Property and one party fails to perform such necessary acts to deliver funds and execute documents required for Closing, on the date of Closing, then this Agreement shall terminate one (1) business day after demand is made to the non-performing party and the party continues to fail to close on the transaction. 14. Notices. Notices must be in writing and may be ]rand delivered and/or mailed by certified mail with return receipt requested to the addresses stated above. Notice givers by delivery service shall be effective upon receipt at the address of the addressee; notice given by mail shall be effective upon earlier of actual receipt or three (3) days after placing the notice in a receptacle of the United States Postai Service, postage prepaid and properly addressed. In addition, copies of notices shall be provided to the party's attorney at the addresses indicated above. 15. Terni. This Agreement shall be effective on the Effective Date and, except for the provisions of this Agreement that survive termination, shall terminate: (a) on the closing date of the sale of the Property to Purchaser; (b) oil the (late mutually agreed by the parties; or (c) the date the Agreement is terminated pursuant to Section 13, above. 16. Sale Subiect to Provisions of Tex, Loc, Govt, Code §272,001. Pul'Chaser acknowledges having been advised that pursuant to the City Purchase Contract, City has contracted with Seller as all independent foundation to sell the Property without requiring an auction 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: PURCHASE AND SALE AGREE.IMENT BETWEEN LA PORTE DEI'ELOPhIE\T CORPORATION AND G FORCE DEVELOP31F\T, INC. - PAGE 8 (a) Entireties. This Agreement contains the entire agreement of the parties pertaining to the Property. (b) Modifications. This Agreement may only be modified by a -written document signed by both parties. (c) Assignment, Purchaser may not assign its rights under this Agreement to any entity without the express written consent of Seller. (d) Time is of the Essence. Time is of the essence with respect to the performance by t11e parties of their respective obligations hereunder. (e) Effective Date. The Effective Date of this Agreement shall be the last date on which the authorized representatives of all parties have signed this Agreement and the payment of the Option Fee has been paid. (f) Aron -Business Dory. If the final date of any period provided herein for the perfortnance of an obligation or for the taking of any action falls on a Saturday, Sunday, federal holiday, or a day on which Seller's main offices are not open for regular business, 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 law, each party shall indeninif5, 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) Courttei7jarts. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original for all purposes and constitute one and the same instrument; but in making proof of this Agreement, it shall not be necessary to produce or account for more than one such counterpart. 0) Legal Construction. In the event any one or more of the provisions contained in this Agreement shall for any reason be held to be 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 unenforceable provision had neves' been contained in it. (k) Latin Governing. This Agreement shall be construed under and in accordance with the laws of the State of Texas; and venue for any action arising from this Agreement shall be in the State District Court of Harris County, Texas. The parties agree to submit to the personal and subject matter jurisdiction of said court. (1) Suri,Nal of Covenants. Ali), of the representations, warranties, covenants, and obligations of the parties, as well as any rights and benefits of the parties, pertaining to a period of time following the termination of this Agreement shall survive. (signatures on next Mage) PtJRCIIASE A\D SALE AGREE\IE\T DE"VEE\ [, A Polt'fE DEVF1.oP1rE:\T CORPORA71ON AND G FORCE DEVELOPMENT, DX. -- PAG£ 9 SIGNED AND AGREED this the SIGNED AND AGREED this the day of , 2012. SELLER: La Porte Development Corporation, a Texas non-profit corporation Richard Warren, President day of 32012. PURCHASERc�~` G Force Dpvel`opn�eiit, Inc a Texas', Name: Its: RECEIPT OF CONTRACT Title Company acknowledges receipt of a copy of this Agreement executed by both Seller and Purchaser on the — day of , 2012. N Title: PURCHASE AND SALE AGREEIfENT BLT%JTEEN LA PORTE DEVELOPMENT CORPORATION AND G roltCE DEVELOPMENT, INC. ---PAGE 10 EXHIBIT G4A" Form of Restriction Agreement WHEN RECORDED RETURN TO: (Space Above For Recorder's Use Oily) NOTICE OF CONFIDENTIALITY RIGHTS: IF YOU ARE A NATURAL, PERSON, YOU MAY RE' MOVE OR STRIDE ANY OR ALL OF THE FOLLOWING INFORMATION FROM ANY INSTRUMENT THAT TRANSFERS AN INTEREST IN REAL PROPERTY BEFORE IT IS FILED FOR RECORD IN THE PUBLIC RECORDS: YOUR SOCIAL SECURITY NUMBER OR YOUR DRIVER'S LICENSE NUMBER STATE OF TEXAS RESTRICTION AGREEMENT COUNTY OF IIARIS This RESTRICTION AGREEMENT ("Agreement") is made and entered into as of the Effective Date by and between the City of La Porte, a Texas home -rule municipality ("City"), and G Force Development, Inc. ("Developer"), acting by and through their respective authorized officers. RECITALS WHEREAS, as of the Effective Date, pursuant to the Purchase Agreement, Developer has purchased the Property from the LPDC; and WHEREAS, prior to or concurrent with the sale of the Property to Developer, LPDC purchased the Property from City pursuant to that certain Purchase and Sale Agreement effective August 13, 2012, between City and LPDC ("the City Contract") without City seeking sealed bids or conducting an auction prior to the sale of the Property to LPDC pursuant to the statutory exception to such requirements set forth in Texas Local Government Code §272,001(b)(4); and WHEREAS, as a condition of the sale of the Property to LPDC and pursuant to Texas Local Government Code §272.001(b)(4), the City Contract requires that LPDC have the Property redeveloped and used for the Required Use; and WHEREAS, LPDC has, as a condition of the conveyance of the Property to Developer, restricted the use of the Property and required Developer to develop the Property with the Improvements in accordance with the terns and conditions set forth herein; and WHEREAS, as a condition to and in consideration of the LPDC's conveyance of the Property to Developer, Developer has agreed to develop the Property in accordance with this Restriction Agreement; and ATTAC14NIEi\T I TO 911-915 S. 8T" STREET PURCHASE AND SALE AGREEMENT,. CITY OF LA PORTE TO LA PORTE DEVELOPMENT CORPORATION - PAGE I I WHEREAS, Developer desires to grant City an option to repurchase the Property in the event Developer fails to cause Commencement of Construction or Completion of Construction (hereinafter defined) of the Improvements in accordance this Restriction Agreement, subject to the terms and conditions hereafter set forth; NOW, THEREi FORE, in consideration of the suns of TEN AND NO/100 DOLLARS ($10.00) and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, City and Developer hereby agree as follows: Article I Property Subject to Declaration The Property shall be owned, held, leased, transferred, sold, mortgaged and/or conveyed by Developer and any subsequent owners (as such term is hereinafter defined for the term specified in Section 5.2), subject to the terms of this Restriction Agreement. Article II Definitions For purposes of this Agreement, the following words and phrases shall have the following meanings unless the context clearly indicates a different meaning: "Developer" means G Force Development, Inc. "City" shall mean the City of La Porte, a Texas a home rule municipality located in the County of Harris, State of Texas. "City Manager" shall mean the City Manager of City. "Commencement of Construction" shall mean (i) the plans have been prepared and all approvals thereof required by applicable governmental authorities have been obtained for construction of the Improvements, (ii) all necessary permits for the construction of the Improvements have been issued by the applicable governmental authorities and (iii) construction of the elements of the building elements of the Improvements has commenced. "Completion of Construction" shall mean (i) substantial completion of the Improvements on the Land has occurred, and (ii) a certificate of occupancy or final inspection has been issued by City for occupancy of the Improvements for the Required Use by Developer. "Effective Date" shall mean the date this Agreelnent is signed by all parties hereto. "LPDC" shall mean the La Porte Development Corporation, a Texas non-profit corporation. "Force Majeure" shall mean any contingency or cause beyond the reasonable control of a party including, without limitation, acts of God or the public enemy, war, riot, civil commotion, insurrection, by the order of a court resulting from any litigation brought by a third party to prevent or delay Developer' development, construction, or operation, City delay of permits or ATTACHMENT I TO 911-915 S. 8 STREET PURCBA$F AND SALE AGREEMENT-. CITY OF LA PORTF TO LA PORTE DEVELOPMENT CORPORATION -PAGE 12 other approvals, government or de facto governmental action (runless caused by acts of omissions of the party), pending referendum, fires, explosions or floods, strikes, slowdowns or work stoppages. Such extension shall be for a period equal to the actual length of such delay, together with any time reasonably required by Developer to re -mobilize for construction as a result of such delay. "Improvements" shall mean the structures located on the Property, inclusive of any materials, equipment, and fixtures incorporated into said structures by Developer as necessary to be able to obtain a certificate of occupancy from City to occupy and use the Property for the Required Use. "Property" shall mean a Lots 9 through 32 of Block 164 out of the Town of La Porte, Volume 58, Page 460, H.C.D.R., La Porte Texas "Option Period" shall mean that period of time commencing on closing of the purchase of the Land by Developer and ending on the earlier of (a) Completion of Construction or (b) (72 months, "Option Price" shall mean the Purchase Price stated in the Purchase Agreement less all closing costs and expenses paid or incurred by LPDC pursuant to the Purchase and Sale Agreement and pursuant to the exercise of the Option, "Property" shall collectively mean the Property and any Improvements following construction thereof on the Property. "Purchase Agreement" shall 1nean that certain Purchase and Sale Agreement, as amended or assigned, by and between LPDC and Developer, effective August 14, 2012. "Requited Use" shall mean the development and use of the Property for the purpose of operating a business enterprise that meets the City's economic development goals and is a permitted use under the zoning regulations applicable to the Property. Article III Option 3.1 Grant of Option. In consideration of TEN AND N0/100 DOLLARS ($10.00), in hand paid by City to Developer and other good and valuable consideration, the receipt and sufficiency of which is acknowledged by Developer, Developer hereby grants to City during the Option Period an option to repurchase the Property (the "Option"). 3.2 Time for Exercising Option. Subject to Section 3.3, below, the Option may be exercised by City in its sole discretion by providing written notice to Developer upon the occurrence of the following: (a) any time after 24 months, if Developer has failed to cause Commencement of Construction of the Improvements to occur on the Property on or before that date, provided Commencement of Construction has in fact still not occurred on the elate of the exercise of the A7"TACHME\T I TO 911-915 S. S"" STREET PURCHASE AND SALE AGREE, HENT: CITY OF LA PORTE TO LA PORTE DEVELOPMENT CORP OIUMON --PAGE 13 Option; or (b) any time after 60 months, but before the end of the Option Period, if Commencement of Construction has occurred, but Developer has failed to cause Completion of Construction by that date, provided Completion of Construction has in fact still not occurred on the date of the exercise of the Option. 3.3 Force Ma'c� urc. In the event of Force Majeure, Developer shall have such additional time to cause Commencement of Construction or Completion of Construction, as tire case may be, so long as Developer is diligently and faithfully pursuing the same, The termination of the Option Period shall be extended for the same number days that the performance of Developer with respect to Commencement of Construction or Completion of Construction is extended by Force Majeure. 3.4 ,Sole Reinedy. The City's sole and exclusive remedy for violation of the obligation of Developer for the Commencement of Construction of Construction and Completion of Construction shall be the exercise of the Option. Article IV Terms of Sale Upon Exercise of Option 4.1 Effect of Exercise of the ®ration. Upon any timely exercise of the Option by City in accordance with the foregoing provisions, the conveyance of the Property to be conveyed to City shall be in accordance with the provisions in this Article IV. 4.2. Title, Survey, and Environmental Reports. (a) Not later than the fifteenth (15th) business day after the exercise of the Option, Developer shall, at Developer' expense, deliver to City: (i) a current comm tment for an Owner's Policy of Title Insurance from the Title Company for the portion of the Property to be conveyed to City, setting forth the state of title to the Property together with any easements or restrictions (existing or created pursuant hereto) benefiting or burdening the Property, together with all exceptions or conditions to such title; (ii) legible copies of all documents referenced in the Title Commitment; (iii) any environmental studies or reports that Developer may have in its possession with respect to the Property; and, (iv) tax certificate(s) regarding the payment of ad valorem taxes for current and prior years. (b) Upon any exercise of the Option, City shall have the right, at its sole option, to cause a boundary or "as -built" survey of the Property to be made by a certified land surveyor selected by it. Such survey shall be made at the sole cost and expense of City. ATTACHIMNT I TO 911-915 S. 87" STREET PURCHASE AND SALE AGREEMENT: CITY OF LA PORTE TO LA PORTE DEVELOPMENT CORPORATION - PAGE 14 (c) City shall, not later than twenty (20) days after City's receipt of the last of the Survey and Tide Commitment, notify Developer and Title Company of any objections to the Survey or Title Commitment. If there are objections by City, Developer shall in good faith attempt to satisfy thein prior to Closing. If Developer delivers written notice to City not later than the tenth (10t�) calendar day after Developer' receipt of City's objections that Developer is unable to satisfy such objections, City may either waive such objections and accept title as Developer is able to convey or terminate the exercise of the Right by written notice to Developer and the Title Company. 4.3. Closing. (a) The closing of the sale of the Property identified in the notice exercising the Option shall occur not later than sixty (60) calendar days following the date of exercise of the Option unless otherwise extended by written agreement of Developer and City. (b) At the closing, Developer shall deliver to City: (i) a special warranty deed, in form and substance substantially similar to the form used to convey the Property to Developer pursuant to the Purchase Agreement, conveying good and indefeasible title to the Property described in the notice exercising the Option and/or the survey obtained by City (whichever is the most accurate description) to City, free and clear of any and all encumbrances except the Permitted Exceptions, save and except such oil, gas, and other minerals as may have been reserved by prior grantors; (ii) an owner's policy of title insurance (or equivalent) in the amount of the Purchase Price, insuring such title to City; and (iii) possession of the Property, free of parties in possession. (c) At closing, City shall pay in cash or by certified or cashier's check the Option Price described in Article 11, less all Closing Costs and other costs and expenses to be paid by Developer pursuant to this Article. 4.4 Taxes. Ad valorem taxes, assessments, and any other charges against the Property and/or improvements conveyed to City pursuant to this Article IV shall be prorated as of the Closing Date for the current year, such that Developer will be responsible for all such items which accrue prior to the Closing Date, and City will be responsible for all such items which accruo on and after the Closing Date. Taxes and assessments for all prior years shall be paid by Developer. ATTACHMENT I TO 911-915 S. Sr" STREET PURCHASE AND SALE AGREEMENT: CITY OF LA PORTE TO LA PORTE DEVELOPMENT CORPORATION - PAGE 15 4.5 Closing Costs. (a) Developer will pay and be responsible for the following closing cost: (i) the cost of all tax certificates relating to all taxes and other assessments incurred or arising in relation to the Land; (ii) all fees and premiums for Basic Owner's Title Policy, and any endorsements to the Basic Owner's Title Policy; (iii) one-half (I/2) of the Title Company's escrow fees; (iv) all recording fees; (v) all costs and expenses incurred by or on behalf of Developer, including Developer' attorney's fees; (vi) all costs related to obtaining any releases of liens on the portion of the Land conveyed relating to any loans secured by a deed of trust lien on said property; and (vii) such other incidental costs and fees customarily paid by sellers of real property in Harris County, Texas, for transactions of a similar nature to the transaction contemplated herein. (b) City hereby agrees to pay and be responsible for the following closing cost: (i) all fees and premiums for the Survey; (ii) one-half (%2) of the Title Company's escrow fees; (iii) all costs and expenses incurred by or on behalf of City, including City's attorneys' fees; and (iv) such other incidental costs and fees customarily paid by purchasers of property in Harris County, Texas, for transactions of a similar nature to the transaction contemplated herein. 4.6. Permitted Exceptions. City acknowledges and agrees that the Property and improvements conveyed pursuant to this Article IV will be conveyed by Developer at closing subject only to such easements, conditions and restrictions as have been approved or deemed approved by City, including; (i) utility easements granted by subdivision plat or instrument subsequent to the purchase of the Property by Developer; and (ii) such other matters as City may waive. 4.7 Conveyance As Is,. City acknowledges and agrees that the Property and/or improvements conveyed pursuant to this Article IV will be conveyed "AS IS" with all faults and defects, whether patent or latent, existing as of the Closing. Except with respect to the quality of the title being conveyed by Developer as set forth in the Special Warranty Deed, City acknowledges and agrees that Developer will be making no representations, warranties, ATTACHMENT I TO 911-915 S. ST" STREET PURCHASE AND SALE AGREEAMENT: CITY OF LA, PORTE TO LA PORTS MVELOPDIPNT CORPORATION - PAGE 16 guarantees, statements or information, express or implied, pertaining to the Property or improvements conveyed, their condition, or any other matters whatsoever, made to or furnished to City by Developer or any employee or agent of Developer, except as specifically set forth in this Restriction Agreement. Article V Restrictions 5.1 Use of Propel•%; Buildin s. No portion of the Property shall be utilized for any use other than the Required Use. No building shall be constructed, reconstructed, erected, altered, or placed on any portion of the Property other than the Improvements or other structures that will be used in conformance with the Required Use. 5.2 Term of Restrictions. The restrictions set forth in Section 5.1, above, shall conunenee on the Effective Date and automatically terminate following the Completion of Construction of the Improvements. Article V1 Miscellaneouus 6.1 Enforcement. City shall have the right, but not the obligation, to enforce this Restriction Agreement and any covenants and restrictions contained herein, as the same may be amended as herein provided. Subject to the limitation set forth in Section 5.1, above, enforcement of the provisions set forth in Section 5.1 contained herein may be exercised after failure of any person or persons violating or attempting to violate any covenants or restrictions to cure such violation or breach within two (2) thirty (30) day notice periods after receipt of written notice thereof, by proceeding at law or in equity, against any person or persons violating or attempting to violate any covenants or restrictions, to restrain violation or to recover damages, and failure to enforce any covenant, restriction or condition shall not be deemed a waiver of the right of enforcement either with respect to the violation in question or any other violation, This Restriction Agreement is not intended to restrict the rights of the City Council of the City of La Porte to exercise its legislative duties and powers insofar as the Land is concerned. For further remedy, Developer, for itself, its successors, and assigns agrees that the City may withhold building permits, development approvals, certificates of occupancy and/or final inspection necessary for the lawful use of any portion of the Land not then in compliance with this Agreement. The City's right to repurchase the Land pursuant to the exercise of the Option as set forth in Articles III and IV of this Restriction Agreement constitutes the City's sole and exclusive remedy for any failure by Developer to Commence Construction or Complete Construction of the Improvements on the Land. The rights of City under this Restriction Agreement may not be waived or released except pursuant to an amendment or termination approved in accordance with the provisions hereof, except by expiration of the Term. 6.2 Amendment. No amendment or any termination of this Restriction Agreement shall be effective unless and until approved by Developer and. the City (as evidenced by a resolution of the City Council executed by the Mayor and recorded in the Official Public Records in the office of the Harris County Clerk); provided, however, the City may, without the consent of Developer, terminate and release the restrictions set forth in Section 5.1. In the event Developer, or subsequent owner of the Property desires to change, amend or alter the covenants, conditions or ATTACHMENT I TO 911-915 S. 8Tff STREET PURCHASE AND SALE AGREEMENT; CITY OF LA PORTE TO LA PORTE DEVELOPMENT CORPORATION --PAGE 17 restrictions as set forth herein, Developer, or subsequent owner, as the case may be, shall file a written application for such change or amendment with City, which shall approve or deny such application in whole or in part within thirty (30) days after receipt of such application. Any change or amendment approved by the City shall not be effective unless and until an instrument execrated by the Mayor is recorded in the Official Public Records in the office of the Harris County Clerk in accordance with this Section. 6.3 Notices. All notices, requests, demands or other communications required or permitted hereunder shall be in writing and shall be decnied to have been fully and completely made when given by hand, by confirmed facsimile transmission by overnight delivery by Federal Express or other reliable courier or the mailing of such by registered or certified mail, addressed as follows: If intended for City, to: City of La Porte Attn: City Manager 604 W. Fairmont Parkway La Porte, Texas 77571 If intended for Developer: G Force Development, Inc. 1806 S. 16`j' Street LaPorte, TX 77571 With a copy to: Askins & Askins, P.C. Attn: Clark T. Askins P.O. Box 1218 La Porte, Texas 7757241218 Any party may at any time and from time to time by notice in writing to the other party hereto change the name or address of the person to who notice is to be given as hereinbefore provided. 6.4 Successors and Assigns. This Restriction Agreement shall bind, and inure to the benefit of, the parties and their respective successors and assigns. 6.5 Governing Law,. This Restriction Agreement is entered into and is intended to be performed in the State of Texas, and the validity, enforceability, interpretation and construction hereof shall be determined and governed by the laws (other than conflict of laws provisions) of the State of Texas. Venue for any action shall be in the state district court of Harris County, Texas. The parties agree to submit to the personal and subject matter jurisdiction of said court. 6.6 Recording, The parties agree that City may record this Restriction Agreement in the Official Public Records in the office of the Harris County Cleric. 6.7 Covenants Run with the Pr•oper°ty. This Restriction Agreement and the restrictions, covenants, and conditions set forth herein are for the purpose of protecting the value and desirability of the Property as well as to carry out compliance with Tex. Loc. Govt. Code §272.001(a)(4), as amended, and, consequently, shall run with the Property and be binding on the Developer and all parties having all right, title, or interest in the Land, in whole or in part, and their heirs, successors and assigns. These covenants, conditions and restrictions shall be for the benefit of the City of La Porte, Texas. This Restriction Agreement is binding upon Developer and each and every subsequent owner, tenant, subtenant, licensee, manager, and ATTACHMENT I TO 911-915 8.8f" STREET PURCHASE AND SALE AGREEMENT: CITY OF LA PORTE TO LA PORTE DEVELOPMENT CORPORATION - PAGE 18 0 occupant of all or any portion of the Property, but only during the term of such party's ownership, tenancy, license, management or occupancy of the Property, for which such party shall remain liable and shall be binding upon and inure to the benefit of the City and its successors and assigns. It is expressly understood and agreed that acceptance of title to all or a portion of the Property shall automatically, and without further acknowledgement or confirmation from the owner, constitute such owner's assumption of the obligations of Developer hereunder. 6.8 Severability. Invalidation of any one of these covenants, conditions, or restrictions by judgment or court order shall in no way affect any other provisions, and all other provisions shall remain in full force and effect. 6.9 Entire Agreement. This Agreement constitutes the entire agreement between the parties hereto with respect to the subject matter hereof, and no statement, promise, representation or modification hereof by any person, if any, and whether oral or written, shall be binding upon any party. 6.10 Counterparts. This Agreement may be executed by the paI•ties hereto in separate counterparts; each of which when so executed and delivered shall be an original, but all such counterparts shall together constitute one and the salve instrument, Each counterpart may consist of a number of copies hereof each signed by less than all, but together signed by all of the parties hereto. (signatures on following gages) ATTACHMENT I TO 911-915 S. 81" STREET PURCHASE AND SALE AGREEMENT: CITY OF LA PORTE TO LA PORTE DEVELOPMENT CORPORATION - PAGE 19 SIGNED AND AGREED on this day of , 2012. City of LaPorte, Texas, a Texas home rule municipality Corby D. Alexander, City Manager Approved as to Form: M. City Attorney City's Achnowledgment STATE OF TEXAS § COUNTY OF HARRIS § Acknowledged before me, the undersigned authority, this day of , 2012, by Corby D. Alexander, City Manager for the City of La Porte, Texas, a Texas home rllle municipality, on behalf of such municipality. Notary Public, State of Texas My Commission expires: ATTACHMENT I TO 911-915 S. 8Tff STREET PURCHASE AND SALE AGREEMENT: CITY OF LA PORTE TO LA PORTS DEVELOPMENT CORPORATION -PAGE 20 SIGNED AND AGREED on this STATE OF TEXAS § COUNTY OF HARRIS § A-1 -P IM 7 G Fc a Te By: Name: Title: Developer's Acknowledgment This instrument was acknowledged before me on the day of , 20.2, by of a Texas on behalf of said rP KENNETH ADAMS My CommMlon Expires December 23, 2815 .................. My Commission expires: Notary Public, State of Texas Printed Nan1e: KE," f4, to �� � ^� > ATTACHMENT I TO 911-915 3.8'R STREET PURCHASE AND SALE AGREEMENT: CITY OF LA PORTE TO LA PORTE DEVELOPMENT CORPORATION — PAGE 21