Res 2013-096/Approving an Agreement of Sale with the Trust for Public Land for the city to purchase 93 acres of land for the expansion of Purgatory Creek

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5. Title Insurance. City shall at its option and its sole cost and expense procure a TLTA owner's policy of title insurance from the title company that issued the commitment for title insurance described in Section 4 insuring that title to the Property is vested in City upon Closing and City's rights under the Access Rights described in Recital B, subject to the matters set forth in Section 4. 6. TPL's Promise not to Further Encumber. TPL shall not, without the prior written consent of City, make any leases, contracts, options or agreements whatsoever affecting the Property which would in any manner impede TPL's ability to perform hereunder and deliver title as agreed herein. 7. Representations. a. TPL makes the following representations: i. At Closing, TPL will have the power to sell, transfer and convey all right, title and interest in and to the Property. ii. TPL represents and warrants that it is not a "foreign person" as defined in Section 1445 of the Internal Revenue Code. TPL's United States Taxpayer Identification Number is 23- 7222333. 8. 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, TPL and City 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 TPL and City. City believes that if the Property is conveyed by TPL to City 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 TPL's conveyance to City, as City is a governmental entity. If any such monetary obligation arises as a result of TPL's conveyance to City, satisfaction of such obligation will be City'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. 9. 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. Agrmt of Sale City of San Marcos Barker Tract B -1 (4 -24 -13 ).doc