Res 2006-014 - Laserfiche WebLink

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I I I enter into the City Purchase Agreement with TNC after TNC's closing with the Seller. This payment shall be made to TNC at the earlier of (A) the closing of the City Purchase Agreement or (B) within thirty (30) days after receipt of an invoice from TNC, which invoice may be submitted by TNC at any time after the assignment, termination, or closing of the City Purchase Agreement. 4. The parties acknowledge and agree that the amounts to be paid to TNC pursuant to this Agreement are payments to TNC for actual costs incurred. The parties further acknowledge that indirect costs and overhead expenses are actual costs to TNC. The parties agree that calculating such costs and expenses as provided for herein is a reasonable and conservative method for estimating that portion of indirect costs and overhead expenses incurred by TNC to be reimbursed by the City. TNC acknowledges that a portion of the costs and expenses may be paid by the County or TSUSM pursuant to the Cooperative Agreement. 5. TNC, during the time period before closing of its acquisition of the Property from the Seller, and during the period of the City Purchase Agreement, agrees to use reasonable efforts to assist the City and the County in coordinating and facilitating the efforts of TNC, the City and the County to secure funding for the City's purchase of the Property. TNC, the County and the City agree to cooperate in all reasonable ways to secure this funding, including, without limitation, disseminating information about the proposed acquisition, and preparing, submitting and pursuing applications for public and private grants; provided, however, the parties acknowledge and agree that TNC has no obligation or duty to provide funding for the City's acquisition of the Property. 6. The County agrees to contribute the County Funding of $700,000 towards the City's cost of acquiring the Property from TNC under the City Purchase Agreement. This sum includes the $62,500 payment from the County to TNC as part of the City-County Contribution. The County agrees to pay the remaining $637,500 to the City upon execution of the City Purchase Agreement by TNC and the City. The City agrees to hold this amount in a special account to be used only for the acquisition of the Property, and the City agrees to refund this amount to the County, together will all interest earned by the City on this amount, within 30 days of the termination of the City Purchase Agreement or the assignment of the City Purchase Agreement by the City to a third party. 7. The following personnel shall be the designated representatives in connection with this Agreement until changed by notice to each of the parties: TNC: Gary Amaon, Edwards Plateau Ecoregional Manager Address: 816 Congress Avenue, Suite 920 Austin, TX 78701 Fax: 512-494-9585 City: Dan O'Leary, City Manager Address: 630 East Hopkins Street 5