3 - RECOGNIZED OBLIGATION PAYMENT SCHEDULE

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presence of 'a satisfaction clause in a ContraCt does not result in that contract's nullity]:, Afewei v. Hop,pvr (1958) 51 Cal.2d 1 19 [land sale contracts containing satisfaction clauses are generally enforceable, except where such clauses render a party's obligation to pertbrm illusory]. Here. 130 does not advance the unsustainable claim that anything in the S.A. Venture Ag-ccnicnt renders either party's duty to perform illusory. Black letter law further holds that "[a] contract's material terms (such as subject matter, price, payment terms, and duration) must be `sUfticicntly Clefinite" so that each party can be -reasonably certain' about what it is promising to do or how it is to perform,""" I lei-C. tile SUblCCt matter ofthe S.A. Venture Agreement is unambiguous and includes a detailed description ofthe Former Agency's obligations to the Developer with respect to payment ofthe Fees and repayment ofthe Fee L.oan.17 The dollar amount Ofthe Dormer Agency's payment obligation is ascertainable throu-h the tbrmula set forth in Section 6 of Attachment No. 4 of the Participation Agreement, as aincnded by the Third Amendmcnt. That same provision sets forth a clear formula [or the principal amount of the Fee Loan. as well as the interest rate, the source of payments, and a pledge ol'site specific tax increment securing repayment ofthe Fee Loan. The Former Agency's (and now the Successor Agency's) future obligations unCler the S.A. Venture Agreement are therCforC sufficiently Ciefined in the agrecnnent to enable the parties to perform their obligations. Finally- the 1-301"s May 24 Letter ignores the dif'lerence bco'Neen the parties' execution of CIOCUtlICnlS needed to carry out pre-existing contractual commilments and the negotiation of entirely new agreements. An "agreement to agree i.e., an agreement to negotiate and sign fUtUrC agreements or legal documents regUired to effectnate the purpose and intent ofa pre- existing contractual obligation is fully enforceable in California. C tOj7elcmcl v. Bciskin Robhms U.S.A. (2002) 96 Cal.App.4th 1251, 1260 ["[W]hen the parties are under a contractual compulsion to negotiate the covenant of good faith and ftir dealing attach[es], as it does in every contract. In the latter Sitnation the implied covenant of-good faith and lair dealing has the salutary effect of creating a disincentive for acting in bad faith in contract negotiations."I Hence, DOF's su<.;gestion that there is no enforceable Ciuly to negotiate the terms of legal documents needed to carry out the parties' otherwise clearly stated deal in good faith is simply contrary to law. Even if'-detail"' terms are omitted, contracts are enforceable under C:afilornia law. California courts have specifically enforced agreements that have not expressly contained all of the terms agreed upon. For instance, in Ciooc/uvesi Rzzbber C'oz-p,, v. Mzti-7o_ ( 1985) 1 70 Cal-App-3d 919. 921. reversing a judgment denying specific performance when the contract called for payment at "market value," the court stated: The modern trend of the law is to favor the enforcement of contracts, to lean against their unenlorceability because Of uncertainty, and to carry out the intentions ofthe parties if-this can feasibly be done. Neither law nor equity requires that every term and condition of an agreement be set forth in the contract. I_)ver v_ Biiuul (D.C. 2009) 983 A2d 349, 356. n See Section 6 of Attachment No. 4 of the Participation A-greement, as amended by the "Third Amendment- P; 9 (d 3-32