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PURCHASE AGREEMENT This Purchase Agreement("Agreement") is made the 8th day of July, 2008 between the County of Alameda("County")and the City of Pleasanton("City"). RECITALS A. The County owns property in the City of Pleasanton, identified on the attached Exhibit A. [For purposes of this Agreement Segments 1 through 6 shall be referred to as the Southern Property, Segments 7 through 10 shall be referred to as the Northern Property, and collectively the Southern Property and the Northern Property shall be referred to as the Properties]; the Properties are part of a former railroad property that the County purchased from Southern Pacific in 1988. B. The Properties are encumbered by two easements of record,one for pipeline and incidental purposes in favor of Southern Pacific Pipelines(Kinder Morgan Pipelines is the successor in interest),and the other for pipeline, communications and incidental purposes in favor of Southern Pacific. For the pipeline and incidental purposes(Kinder Morgan)easement, the County receives no compensation from the easement holder. For the pipeline, conununications and incidental purposes easement, this easement is of record but is not utilized by the easement holder as the easement was not reserved when those properties due north were sold and developed. The County receives no compensation from the easement holder for this easement. C. Segment 7 (within the Northern Property)has beneath it petroleum hydrocarbon constituents that have migrated from property not owned by County and located east and south of Segment 7, at 4191 First Street,the presence of which represents a recognized environmental condition; an approved workplan for further investigation of this condition is on file with the Alameda County Health Care Services Agency but no investigation or remediation is being conducted at this time under that workplan. A long chain hydrocarbon mixture has also been detected beneath Segment 7. The Health Care Services Agency has directed Conoco Phillips Company and the owners of the property at 4191 First Street to determine,as part of the ongoing investigation and remediation of the identified fuel leak at 4191 First Street, whether a bunker fuel tank may still be in place on the site and whether long chain petroleum hydrocarbons are present near the location of the former fuel tank. The Agency has directed that any issues relating to the bunker fuel tank and long chain petroleum hydrocarbons identified in connection therewith, and remediation thereof, are to be addressed by Conoco Phillips Company and the owners of the property as part of pending Case No. RO0000361 relating to the 4191 First Street fuel leak. D. There may also be petroleum hydrocarbon constituents beneath Segment 7 from property not owned by the County south and east of Segment 7, at 4226 First Street; based on the location of this property, the regional groundwater flow direction(northwest)and the proposed remediation activities in connection with this property, this condition likewise represents a recognized environmental condition. E. County desires to sell, and City desires to purchase, the Properties on the terms and conditions set forth herein. 1