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 16:46 LEGGETT PLATT 417 358 8449 P.05/09 construction of a new building within the City of Paris, Texas, similar or greater in size in comparison to the Building being purchased by Buyer pursuant to this Agreement (the "New Facility"). Within nine (9) months of the commencement of the construction of such New Facility, Seller will substantially complete such construction. (b) If Seller fails to timely commence construction of the New Facility, or if Seller fails to timely complete construction of the New Facility, Buyer's sole remedy shall be to terminate this Agreement at any time before commencement of such construction or completion of such construction, as the case may be, by delivering written notice of such termination to Seller. In that event, Buyer shall receive a refund of the Deposit, and neither party shall have any further liability or obligation to the other under this Agreement. 8. CLOSING DATE; PLACE OF CLOSING. The completion of the transactions contemplated hereby (i.e., the transfer of the deed to-the Property to Buyer and Buyer's payment of the balance of the purchase price) (the "Closing") shall take place as soon as practical foUowing substantial completion of the New Facility, and in any event not less than thiI1y (30) days after Seller notifies BuyeT in writing that the New Facility is substantially complete. The Closing shall take place at the offices of the Title Company at a mutually agreeable time of day. Notwithstanding anything contained herein to the contrary, Buyer shall have no obligation to complete the Closing prior to the date that is five (5) months from the date of this Agreement. 9. CONDEMNATION. If all or any part of the PropeI1y is condemned or if Seller receives notice that the Property or any portion thereof wi II be needed for public use, then Seller shall promptly notify Buyer in writing. Then, at the option of Buyer (exercisable within 30 days), this Agreement may be terminated in which event Buyer's Deposit wi)) be refunded and neither party shall have any further claim against the other. If this Agreement is not terminated by Buyer, the purchase price shall not be reduced but Seller shall assign all condemnation proceeds to Buyer at Closing. 10. CASUALTY LOSS. Hall or any part of the Property is materially damaged or destroyed by fire, Act of God, weather or other casualty, Seller shall promptly notifY Buyer in writing. Then, at the option of Buyer (exercisable within 30 days), this Agreement may be terminated in which event Buyer's Deposit will be refunded and neither party shall have any further claim against the other. If this Agreement is not terminated by Buyer, the purchase price shall not be reduced but Seller shall assign all ofits right to any insurance proceeds directly relating to the damage or destruction of the Property (but not any insurance proceeds relating to any matter other than damage or destruction of the Property, including without limitation any proceeds relating to inventory loss or business intenuption) to Buyer at Closing. Nothing contained herein shall be construed as obligating Seller to obtain or maintain casualty insurance respecting the Property. .. 11. CLOSING ADJUSTMENTS. AU real estate taxes and rents shall be pro-rated as of the Closing Date. If propane or other fuel is stored at the Property and used in connection therewith, Buyer shall pay Seller for same, and Seller shall assume any tank lease. Buyer shall pay all mailing and recording fees for the deed delivered by Selle!. 12. POSSESSION. On the Closing Date, Seller shall deliver possession of the Property to Buyer. 3