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ARTICLE 1-PURCHASE 1.1 Purchase/Closing. County shall sell the Properties to City, and City shall purchase the Properties from County, on all of the mutual terms, covenants and conditions hereinafter set forth. County and City shall mutually agree on the closing date; provided, however, in no event shall the Closing Date for the Southern Property ("the first Closing Date") occur on a date later than July 31, 2008. The Closing Date for the Northern Property ("the second Closing Date") shall occur as provided in Section 1.4 below. 1.2 Purchase Price. The purchase price for the Southern Property shall be Five Million Five Hundred Thousand Dollars ($5,500,000), payable as follows: Two Million One Hundred Thousand Dollars ($2,100,000) at the first Closing Date; the remaining Three Million Four Hundred Thousand Dollars ($3,400,000) ["the Southern Property Balance"] paid in seven, roughly equal, installments on the next seven anniversary dates of the first Closing Date. The purchase price for the Northern Property ("the Northern Property Balance") shall be Two Million Dollars ($2,000,000) payable in roughly equal installments over the remaining anniversary dates of the first Closing Date or, if there are no remaining anniversary dates, at the second Closing Date. If none of the conditions of Section 1.4 are satisfied and the City is not obligated to purchase Segment 7, or if condition (a) of Section 1.4 has not been satisfied and the City does not purchase Segment 7, the purchase price for Segments 8-10 ("the Segments 8-10 Balance") shall be $1,687,250, payable in roughly equal installments over the remaining anniversary dates of the first Closing Date or, if there are no remaining anniversary dates, at the second Closing Date. 1.3 Security for and Interest on the Southern Property Balance. The City's obligation to pay the installments on the Southern Property Balance ($3,400,000) shall be by a promissory note secured by a deed of trust on the Southern Property. No interest shall accrue on the Southern Property Balance for two years following the first Closing Date. Interest on the Southern Property Balance (less any installments made by the City) shall accrue commencing two years following the first Closing Date at the Local Agency Investment Fund (LAIF) rate prevailing on the payment date. An example of the City's installment payments, assuming a LAIF rate of 4.25% every year, is attached as Exhibit B. The City may pay the Southern Property Balance in full, or any amount of the Balance in excess of its installment payment, at any time without penalty. Once the City has paid the Southern Property Balance in full, County shall record a Notice of Reconveyance as to the deed of trust on the Southern Property. 1.4 Conditions Precedent to the Second Closing_Date. County shall sell and City shall purchase the Northern Property if within five years of the first Closing Date (or such later date as set forth in Section 1.8) the Alameda County Health Care Services Agency, or any other regulatory agency which might assume joint or individual regulatory responsibility for the matters described in Recitals C and D, either (a) issues Remedial Action Completion Certification Letters in connection with the recognized environmental conditions associated with the properties at 4191 First Street, Pleasanton, CA and at 4226 First Street, Pleasanton, CA, or (b) provides in writing one of the following: 2