Res 2017-167/approving a Lease-Purchase Agreement with the Trust for Public Land providing for the City to lease with an option to purchase approximately 102 acres of land west of the City off of Derby Court, which agreement provides for payment by the C

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24. TIME OF ESSENCE: It is understood and agreed between the parties hereto that time is of the essence of all the terms, provision, covenants and conditions of this Lease. 25. MISCELLANEOUS: The terms Lessor and Lessee, Seller and Buyer, as herein contained shall include singular and/or plural, masculine, feminine and/or neuter, successors, administrators and/or assigns wherever the context so requires or admits. The terms, provision, covenants and conditions of this Agreement are expressed in the total language of this Agreement and the paragraph headings are solely for the convenience of the reader and are not intended to be all inclusive and shall not be deemed to limit or expand any of the provisions of this Agreement. Any formally executed addendum or rider to or modification of this Agreement shall be expressly deemed incorporated by reference herein unless a contrary intention is clearly stated therein. Anything herein to the contrary notwithstanding, Lessor shall not be or be deemed to be in default hereunder unless it has failed to cure its default within a reasonable time following its receipt of notice thereof. Notwithstanding any other provision contained herein to the contrary, Lessor's liability hereunder or any other documents executed in connection herewith, in the event of any uncured default by Lessor, shall be limited to Lessor's interest in the Leased Premises, it being understood that none of Lessor's other assets shall be subject to any judgment against Lessor hereunder. 26. EFFECTIVE DATE: Submission of this instrument for examination does not constitute an offer, right of first refusal, reservation of or option for the Leased Premises. This instrument becomes effective as an agreement upon execution and delivery by both Lessor and Lessee, and the payment by Lessee of all sums payable at execution of this Agreement. 27. ENTIRE AGREEMENT: This Agreement contains the entire agreement between the parties hereto and supersedes all previous negotiations leading thereto, and it may be modified only by an agreement in writing signed and sealed by Lessor and Lessee. No surrender of the Leased Premises, or of the remainder of the Lease Term, shall be valid unless accepted in writing by a duly authorized officer or agent of Lessor. Lessee acknowledges and agrees that Lessee has not relied upon any statement, representation, prior written or prior to contemporaneous oral promises, agreements or warranties except such as are expressed herein. 28. MEMORANDUM OF LEASE: At Lessor's request at any time during the Term of this Agreement, Lessee agrees to immediately join in a Memorandum of Lease in form and content satisfactory to Lessor, which Memorandum shall be recorded in the Public Records of Hays County, Texas. 29. BROKERAGE: Lessor and Lessee represent and warrant that neither party has dealt with any real estate broker in connection with this Agreement. 30. FORCE MAJEURE: Lessor and Lessee shall not be required to perform any term, condition, or covenant in this Agreement so long as such performance is delayed or prevented by force majeure, which shall mean acts of God, labor disputes (whether lawful or not), material or labor shortages, restrictions by any governmental authority, civil riots, floods, and any other cause not reasonably within the control of Lessor (or Lessee, as the case may be) and which by the exercise of due diligence Lessor is unable, wholly or in part, to prevent or overcome. 11