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the Property which would in any manner impede Seller's ability to perform hereunder and deliver title as agreed herein. 8. Seller's Representations. Seller makes the following representations: a. At Closing, Seller will have the power to sell, transfer and convey all right, title and interest in and to the Property. b. Seller represents and warrants that it is not a "foreign person" as defined in Section 1445 of the Internal Revenue Code. Seller's United States Taxpayer Identification Number is 23- 7222333. 9. Taxes, Closing Expenses and Fees. Real property taxes on the Property shall be prorated as of the date of Closing based upon the latest available tax bill. If the Closing shall occur before the tax rate is fixed for the then current year, subsequent to Closing, when the tax rate is fixed for the year in which the Closing occurs, Seller and Buyer agree to adjust the proration of taxes and, if necessary, to refund or pay (as the case may be) such sums as shall be necessary to effect such adjustment. The escrow fee for Closing shall be shared equally by Seller and Buyer. Buyer believes that if the Property is conveyed by Seller to Buyer that no compensatory or roll back taxes would arise from the termination of a preferential tax classification of the Property payable as a result of Seller's conveyance to Buyer, as Buyer is a governmental entity. If any such monetary obligation arises as a result of Seller's conveyance to Buyer, satisfaction of such obligation will be Buyer's responsibility. Other fees and charges not otherwise allocated in this Agreement shall be allocated in accordance with the customary practice of Hays County, Texas. Seller will provide Buyer with copies of any keys to the gate that crosses the road on "Barker Tract B ". 10. Notices. All notices pertaining to this Agreement shall be in writing delivered to the parties hereto personally by hand, telecopier, courier service or Express Mail, or by first class mail, postage prepaid, at the addresses set forth in Recital A. All notices shall be deemed given when deposited in the mail, first class postage prepaid, addressed to the party to be notified; or if delivered by hand, telecopier, courier service or Express Mail, shall be deemed given when delivered. The parties may, by notice as provided above, designate a different address to which notice shall be given. 11. Remedies Upon Default. In the event either party defaults in the performance of any of its obligations under this Agreement, the non - defaulting party shall have the right of specific performance against the defaulting party, in addition to any and all other remedies provided in this Agreement, or by law or equity. 12. No Broker's Commission. Each party represents to the other that it has not used a real estate broker in connection with this Agreement or the transaction contemplated by this Agreement. In the event any person asserts a claim for a broker's commission or finder's fee Agrmt of Sale City of San Marcos—Barker Tract (1- 3- 12).doc