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PURCHASE AGREEMENT This Purchase Agreement ("Agreement's is made the 19th day of December, 2006 between the Trustees of Pleasanton Lodge No. 255 of the Independent Order of Odd Fellows (Seller) and the City of Pleasanton (City). RECITALS A. The Seller owns a parcel of land ('the Property") located at 5780 Sunol Boulevard, Pleasanton, California; the Property is used as a cemetery. B. Seller desires to sell, and City desires to purchase, the Property on the terms and conditions set forth herein. ARTICLE 1-PURCHASE 1.1 Purchase/ClosinR Date. Seller shall sell the Property to City, and City shall purchase the Property from Seller, on all of the mutual terms, covenants and conditions hereinaker set forth. Seller and City shall mutually agree on the closing date ("Closing Date'7; provided, however, in no event shall the Closing Date occur on a date later than January 31, 2007. If the Property has not been transferred to City by the outside Closing Date, this Agreement shall terrninate and neither party shall have any further rights or obligations thereunder, except as expressly provided herein. 1.2 Purchase Price. The Purchase Price shall be One Dollar, payable at the Closing Date. 1.3 Closinft Costs. Seller and City agree that the customary closing costs in Alameda County are shared as follows. Each party shall pay its own attorneys' fees in connection with negotiating this Agreement and closing the Escrow. City shall pay recording costs, any escrow fees, and if City chooses to acquire title insurance, the title insurance premiums associated with such insurance. Seller shall pay the documentary transfer taxes, if any, incurred in connection with this transaction. There will be no brokers fees or commissions paid on this transaction. 1.4 Prorations. Real estate taxes shall be prorated as of the Closing Date. ARTICLE 2 -CONDITIONS OF PURCHASE AND SALE "As-Is" Sale. City shall acquire the Property in its 'as-is" condition with no representations or warranties from Seller. Within the thirty-day (30) period following the date of this Agreement (the 'Due Diligence Period"), City shall be permitted to complete its physical, environmental, legal (including title review) and other inspections of the Property and all other matters which in its judgment affect or influence City's intended use of the Property and City's willingness to acquire the Property. City's investigations shall include review of