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9. DISTRICT'S CLOSING DOCUMENTS. On the Date of Closing, the District <br />will execute and/or deliver to City the following (collectively, "District's Closing Documents"), <br />all in form and content reasonably satisfactory to City: <br />(a) Deed. A limited warranty deed conveying the District Exchange Parcel to the <br />City, free of all encumbrances except the Permitted Encumbrances as hereinafter <br />defined, and stating there are no wells on the District Exchange Parcel. <br />(b) Title Commitment. A Title Commitment initialed by the Title Company <br />obligating the Title Company to issue the Title Policy to the City, in the form <br />required by this Agreement. <br />(c) Seller's Affidavit. A Minnesota Uniform Conveyancing Blank Form No. 117-M <br />Affidavit of Seller. <br />(d) Non -Foreign Certificate. A non -foreign certificate, properly executed, containing <br />such information as is required by Internal Revenue Code Section 1445(b)(2) and <br />its regulations. <br />(e) IRS Form. A Designation Agreement designating the Title Company as the <br />"reporting person" for purposes of completing Internal Revenue Form 1099 and, <br />if applicable, Internal Revenue Form 8594. <br />(f) Title Documents. Such affidavits of the District, certificates of real estate value <br />or other documents as may be reasonably required by Title Company (as <br />hereinafter defined) in order to record the Deed and issue the Title Policy required <br />by this Agreement. <br />(g) Other Documents. All other documents reasonably determined by City and or the <br />Title Company to be necessary to transfer the District Exchange Parcel to the City <br />free and clear of all encumbrances. <br />10. PRORATIONS. The City and the District agree to the following prorations and <br />allocations of costs regarding this Agreement: <br />(a) Title Insurance and Closing Fee. The City and the District will each pay all costs <br />of the Title Commitment and Title Insurance premium for a Title Policy for the <br />respective properties they are purchasing and any additional premiums required <br />for the issuance of any title policy that they may desire to obtain. The parties will <br />each pay %Z of any reasonable and customary closing fee, escrow fee or charge <br />imposed by the Title Company. Each party will pay the Title Company all fees <br />due the Title Company for drafting any closing documents. <br />20 1970A 5 <br />