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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(a) 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. (b) This Agreement and Buyer's obligations under this Agreement are subject to and contingent upon Buyer receiving at least $1,242,209.00 through public or private grants and /or donations to acquire the Property. In the event said funding is not received by Buyer and this contingency is not waived by Buyer on or before September 30, 2013 (the "Contingency Fulfillment Date "), Seller may elect to extend the Contingency Fulfillment Date. If the contingency is not satisfied or waived within the time provided herein, including any extension that Seller may have granted, 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 attorneys' fees and litigation expenses) which they may suffer or incur by reason of City's or its agents presence on the Property. 29. Signage. The parties agree that permanent signage on the Property shall provide for recognition of the role of TPL in this acquisition, said signage being subject to applicable governmental regulations and the approval of TPL. This section shall survive the delivery of the deed. 30. Fish and Wildlife Grant. Texas Parks and Wildlife Department, a Texas State Agency ( "TPWD ") in collaboration with TPL and City submitted a request to receive grant funds towards acquisition of the Property to the U.S. Fish and Wildlife Service ( "FWS ") Endangered Species Program Fiscal Year 2012 ( "Section 6 Funding "). The request is more fully set forth in that certain Endangered Species Program Fiscal Year 2012 Cooperative Endangered Species Conservation Fund Grant Program Barker Tract B -1 Recovery Land Acquisition Project Statement. Section 6 Funding in the amount of $1,242,209.00 is available for the purchase of the Property subject to certain conditions, including the following: (a) FWS is satisfied that $729,551.00 in non - Federal funds and/or in -kind donations, including land value donations, have been or will be made as the required non - Federal match. The parties agree that the appraisal prepared by Graham & Associates, Inc. dated 11/30/12 determined a fair market value of $1,391,000.00 for the Property. TPL agrees to make a land value donation in the amount of $148,791.00. The City agrees Agrmt of Sale City of San Marcos-, Barker Tract B -1 (4- 24- 13).doc