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PURCHASE AGREEMENT THIS PURCHASE AGREEMENT ("Agreement") is made this day of June, 1996, by and between CUBE HI ASSOCIATES, LP, a Delaware Limited Partnership, ("Seller") and the CITY OF PLEASANTON, a municipal corporation ("Buyer"). RECITALS A. Seller is the owner of certain improved real property adjacent to the south side of Canyon Way in the City of Pleasanton, County of Alameda, State of California, consisting of an area of approximately 1051.42 square feet (hereinafter "Property"), generally consisting of a portion of Parcel Two as shown on Parcel Map 3558, Assessor's Parcel No. 941-1201-56, more particularly described in Exhibit A, attached hereto and incorporated herein by this reference. B. The Buyer has a need to widen Canyon Way and Seller is willing to sell the Property to the Buyer. NOW, THEREFORE, the parties agree as follows: 1. Proaerty To Be Sold. The Seller shall sell and convey the Property to the Buyer _ as provided herein. 2. Purchase Price. The Seller shall sell the Property to the Buyer for Seventeen Dollars and 13 cents ($17.13) per square foot or the total purchase price shall be Eighteen Thousand dollars ($18,000), payable to Northwestern Title Company as escrow agent, for a grant deed with full covenants, duly executed in proper form for recording so as to convey to the Buyer a good and marketable record and title to the Property free and clear of all liens, easements, encumbrances, restrictions and conditions, except those acceptable to Buyer. Buyer shall take possession of the Property on the date of closing. 3. Assessment Districts. Seller and Buyer are aware that various assessment districts, created by the Improvement Bond Act of 1915 (hereinafter "Assessments"), are liens against this parcel and encumber the Property. Seller agrees to assume any assessment district payment that may encumber the Property. Seller remains the owner of a larger 2.38 acre parcel and agrees to pay the current assessments which will. include any currently recorded liens or assessments on the Property. 4. Purchase In-Lieu of Condemnation. Buyer acknowledges that its purchase of the Property is in lieu of condemnation and Buyer shall take all appropriate actions to permit the Seller to claim for income tax purposes that the Buyer would have filed an eminent domain proceeding to condemn the Property had the Agreement not been reached. (AGREEMENTS' CUBEIII.SAbi)