Res 2014-155/Agreement of Sale with the Trust for Public Land for the City to purchase approximately 89.7 acres of land for the expansion of the Purgatory Creek Preserve Green Space

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damaged by casualty before Closing. City may terminate this Agreement if the casualty damage that occurs before Closing would materially affect City's intended use of the Property, by giving notice to TPL within fifteen days after receipt of TPL's notice of the casualty (or before Closing if TPL's notice of the casualty is received less than fifteen days before Closing). If City does not terminate this Agreement, TPL will convey the Property to City in its damaged condition, 22. Condemnation. In the event of the taking of all or any part of the Property by eminent domain proceedings, or the commencement of such proceedings prior to Closing, City. shall have the right, at its option, to terminate this Agreement by written notice to TPL. 23. Possession. Possession of the Property shall be delivered on the date of Closing in the same condition as it is on the date hereof and/or as required pursuant to the terms of this Agreement, ordinary wear and tear excepted, free and clear of the rights or claims of any other party except as otherwise permitted in Section 4. 24. City's Representation. City represents that it has full power and authority to enter into this Agreement and the person signing this Agreement for City has full power and authority to sign for City and to bind it to this Agreement. 25. Miscellaneous. In the event that any of the deadlines set forth herein end on a Saturday, Sunday or legal holiday, such deadline shall automatically be extended to the next business day which is not a Saturday, Sunday or legal holiday. The term "business days" as may be used herein shall mean all days which are not on a Saturday, Sunday or legal holiday. 26. Representation. City hereby acknowledges that neither The Trust for Public Land nor its attorney represented City as an attorney in this transaction and neither actually provided any legal advice, counsel or service to or on behalf of City. City further acknowledges that The Trust for Public Land's attorney represented the interests of The Trust for Public Land solely in this transaction. 27. Continuency. Buyer acknowledges that Seller does not presently own the Property and that Seller's duties hereunder and Buyer's rights hereunder are both expressly contingent upon the acquisition by Seller of the Property. In the event Seller does not acquire the Property from the Current Owner, this Agreement shall terminate and neither party shall have any further obligations hereunder. 28. Conditions to Access to Property. Before entering upon the Property, City shall notify TPL and TPL shall have obtained the Current Owner's permission for City to enter upon the Property to conduct said investigations. To the extent allowed by the constitution and laws of the State of Texas, City does hereby indemnify and hold the Current Owner and TPL and its officers, directors, principals, and employees, as the case may be, harmless from and against any and all liability, loss, cost, claim, action, suit and/or expense (including but not limited to Agrmt of Sale City of San Marcos—Barker Tract B -2 (9- 17- 14).doc