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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20. Acceptance of Deed. The acceptance by City of the deed shall be deemed to be full performance by TPL of, and shall discharge TPL from, all obligations hereunder and TPL shall have no further liability hereunder, except as to the failure to disclose information to the City under paragraph 2 or any misrepresentations made by TPL and relied upon by the City in entering into this Agreement. 21. Risk of Loss. TPL will notify City promptly after discovery of any casualty damage to the Property. TPL will have no obligation to repair or replace the Property if it is 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. Contingencies. The parties agree that this Agreement is contingent upon the following: Agrmt of Sale City of San Marcos Barker Tract B -I (4 -24 -13 ).doc W