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Property from The Trust For Public Land (the "TPL "). TPL has entered into a purchase agreement with Clovis R. and Margaret A. Barker, husband and wife, and Van Rea, as Trustee of the Medical X -ray Consultants P.A., Profit Sharing Plan, as current owners of the Property, to acquire the Property for a purchase price of $1,600.000.00 (the "Purchase Price "). The Agreement Of Sale provides that TPL will transfer the Property to the City for consideration equal to the Purchase Price. The parties hereto and TPL intend for this transaction to close on or before January 31, 2012. Section 1.2. Purchase Price Contributions. The City shall obtain the Purchase Price by contributions from interested parties in the approximate amounts as follows: Hays County $800,000 City of San Marcos 300,000 Edwards Aquifer Authority 250,000 The Nature Conservancy 150,000 Knobloch Family Foundation 50,000 Meadows Foundation 61,000 Section 1.3. Conservation Easement. In consideration for the contributions set forth in Section 1.2 above, the City, simultaneous with its purchase of the Property, will enter into a conservation easement in favor of the Authority (the "Conservation Easement ") which shall be made pursuant to Chapter 183 of the Texas Natural Resources Code, and will be substantially in the form attached hereto as Exhibit C. The Conservation Easement, executed by the City and the Authority, shall be delivered to the title company designated in Section 2.1 below at or prior to closing and shall be recorded with the County Clerk of Hays County, Texas immediately with the recordation of the deed to the Property in favor of the City. ARTICLE 11 THE AUTORITY CONTRIBUTION Section 2.1. Contribution. The Authority shall make a cash contribution to the City in the total amount of $250,000 (the "Authority Payment ") in accordance with the terms of this Agreement. The Authority shall deliver the Authority Payment into escrow with Presidio Title Company, 7373 Broadway, Suite 105, San Antonio, Texas 78209 no later than two (2) business days prior to the closing of the purchase of the Property by the City. The Authority Payment shall be used by the City, along with the other contributions set forth in Section 1.2, solely for the purpose of paying the Purchase Price for the Property. Section 2.2. City Obligations. The City agrees that it will be solely responsible for obtaining the contributions set forth in Section 1.2 in addition to the Authority Payment. In the event that, to the reasonable satisfaction of the City, all such contributions are not obtained, or if the purchase of the Property cannot or does not close by March 1, 2012 for any reason, the Authority Contribution will be repaid, in full, to the Authority, and this Agreement shall be terminated for all purposes. 2 1134316v 1 11212/01015