12-Delliberate and act on a Resolution approving the purchase of 165 Center Street

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hereunder. Should Purchaser elect not to exercise its option as provided hereunder, then the Contract shall remain in full force and effect and Seller shall assign or pay to Purchaser at Closing Seller's interest in and to all condemnation awards or proceeds from any such proceedings or actions in lieu thereof. Prior to Closing, all risks of loss shall be upon the Seller. ARTICLE 6 Seller's Representations Section 6.1 Seller makes the following representations, as of the date of this Contract: (a) Seller owns good and indefeasible title to the Property and Seller has all requisite power and authority to enter into and perform this Contract. Each person executing this contract on behalf of Seller warrants that he has all requisite authority to do so. (b) To the best of Seller's knowledge, there are no parties in possession or with a right to possession of any portion of the Property as lessees, tenants at sufferance, trespassers or otherwise, except those exceptions waived. (c) To the best of Seller's knowledge there is no pending or threatened taking, condemnation or similar proceeding or assessment affecting the Property or any part thereof, nor to the best knowledge and belief of Seller, is any such taking, condemnation, proceeding or assessment contemplated. (d) There will be no liens or Uniform Commercial Code filings against any of the Property which will not be satisfied out of the Purchase Price and released at Closing. (e) Seller has not received any notice from any governmental or quasi- governmental body or agency of any violation under the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended (the "Superfund Act"), the Carpenter-Presley-Tanner Hazardous Substance Account Act, the Resource Conservation and Recovery act of 1976, the Clean Air Act, the Safe Drinking Water Act, the Toxic Substances Control Act, the Texas Water Code, the Texas Solid Waste Disposal Act or any other federal, state or local statutes, regulations, or ordinances or regulatory requirements pertaining to health or the environment (collectively referred to as "Environmental Laws"). (fl Seller shall not further encumber, or allow the encumbrance of, the title to the Property without the prior written consent of the Purchaser. (g) Seller does not know of any liabilities or claims which would adversely affect any of the Property, other than those expressly disclosed under this Contract. REAL ESTATE CONTRACT/TO CITY PAGE 4 (No Earnest Money) Qnspection Fee) p`~ ~ ~ U t; $ ~