2002-074-RES APPROVE/AUTHORIZE EXECUTION OF EARNEST MONEY CONTRACT FOR PURCHASE OF SITE FOR NEW LAW ENFORCEMENT CENTER

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MAY-10-2002 16:45 LEGGETT PLATT 417 358 8449 P.04/09 remove the same. If the encumbrances are not cured or removed within such period Buyer may, as its sole option, either (i) waive such encumbrances and continue to closing, or (ii) terminate this J Agreement and recover the Deposit, it being agreed that no damages against Seller shall be recoverable. The cost of any title insurance policy obtained by Buyer shall be paid by Buyer. All title company settlement fees shall also be paid one halfby Buyer and one half by Seller. All recording fees shall be paid by Buyer. 5. SURVEY. Buyer may at its own cost obtain a metes and bounds survey of the Property. The description of the Property contained in the Survey shall be substituted for the description contained in Exhibit A to this Agreement if the same differs in any respect from the Survey description. Seller does not guarantee the exact amount of area of the Land or the Building, it being agreed and understood that Pennitted Encumbrances may reduce such area, and that Buyer shall solely rely on its own due diligence fo determine such area. 6. CONTINGENCIES. (a) Buyer's Inspections. From the execution of this Agreement until June J 5, 2002, Buyer and its agents shall have the right to perform inspections on the Property that Buyer deems advisable, jncluding but not limited to inspections concernmg envirownental conditions, asbestos, applicable zoning laws, building codes, potable water availability, availability of utilities such as electric power, public road access, and soil percolation tests. From the full execution oftrus Agreement until June 15, 2002 (or the earlier termination of this Agreement), Buyer is hereby granted a limited license by Seller to access the Property for the sole purpose of performing such inspections. Buyer shall give Seller reasonable notice prior to its perfonnance of any such inspection, and Buyer shall ensure that such inspections do not interfere with Seller's current use of the Property. Buyer shall indemnify and hold Seller harmless from and against any damage to the Property, or any personal injury to any person or property damage of any 3"' party that occurs, directly or indirectly, as a result of Buyer's or its agents inspections. Buyer's obligation to purchase the Property shall be conditioned upon Buyer's reasonable satisfaction with the results of its inspections. If Buyer is not reasonably satisfied with its inspections, Buyer may terminate this Agreement upon written notice to Seller at any time within the inspection period, and in that event Buyer shall receive a refund of the Deposit. (b) Financing. Seiter acknowledges that Buyer iutends to finance its purchase of the Property hereunder by seJling Certificates of Obligation as permitted WIder the laws of the State of Texas (the "Certificates"). Buyer agrees to use diligent efforts to promptly consummate the sale of the Certificates, and shall immediately notify Seller in writing when the sale of the Certificates is completed. In the event Buyer is unable to complete the sale of the Certificates for any reason other than its own willful acts or omissions, Buyer may terminate this Agreement upon written notice to Seller, and in that event Buyer shall receive a refund of the Deposit, and neither pany shall have any further liability or obligation to the other under this Agreement. In the event Buyer is unable to complete the sale of the Certificates within six (6) months from the fuJl execution of this Agreement and it has not previously tenninated this Agreement as set fonh in the preceding sentence, Seller may tenninate this Agreement upon written notice to Seller at any time after the expiration of such six (6) month period. ~ 7. CONSTRUCTION OF NEW F AClLITY. (a) Within sixty (60) days of its receipt of written notice that Buyer has completed the sale of the Certificates as set forth in Section 6(b) of this Agreement, Seller will commence 2