3 - CERTIFIED ROPS AND ADMIN BUDGET

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presence of a satisfaction clause in a contract does not result in that contract's nullity]; Mattei v, Hopper (1958) 51 Cal.2d 119 [land sale contracts containing satisfaction clauses are generally enforceable, except where such clauses render a party's obligation to perform illusory]. Here, DOF does not advance the unsustainable claim that anything in the S.A. Venture Agreement 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 `sufficiently definite' so that each party can be `reasonably certain' about what it is promising to do or how it is to perform." 16 Here, the subject matter of the S.A. Venture Agreement is unambiguous and includes a detailed description of the Former Agency's obligations to the Developer with respect to payment of the Fees and repayment of the Fee Loan. 17 The dollar amount of the Former Agency's payment obligation is ascertainable through the formula set forth in Section 6 of Attachment No. 4 of the Participation Agreement, as amended by the Third Amendment. That same provision sets forth a clear formula for the principal amount of the Fee Loan, as well as the interest rate, the source of payments, and a pledge of site specific tax increment securing repayment of the Fee Loan. The Former Agency's (and now the Successor Agency's) future obligations under the S.A. Venture Agreement are therefore sufficiently defined in the agreement to enable the parties to perform their obligations. Finally, the DOF's May 24 Letter ignores the difference between the parties' execution of documents needed to carry out pre-existing contractual commitments and the negotiation of entirely new agreements. An "agreement to agree" - i.e., an agreement to negotiate and sign future agreements or legal documents required to effectuate the purpose and intent of a pre- existing contractual obligation - is fully enforceable in California. Copeland v. Baskin Robbins U.S.A. (2002) 96 Cal.AppAth 1251, 1260 ["[W]hen the parties are under a contractual compulsion to negotiate ... the covenant of good faith and fair dealing attach[es], as it does in every contract. In the latter situation the implied covenant of good faith and fair dealing has the salutary effect of creating a disincentive for acting in bad faith in contract negotiations."] Hence, DOF's suggestion that there is no enforceable duty 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 California law. California courts have specifically enforced agreements that have not expressly contained all of the terms agreed upon. For instance, in Goodwest Rubber Corp, v. Munoz (1985) 170 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 unenforceability because of uncertainty, and to carry out the intentions of the 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. 16 Dyer v. Bilaal (D.C. 2009) 983 A.2d 349, 356. 17 See Section 6 of Attachment No. 4 of the Participation Agreement, as amended by the Third Amendment. Page 8 of 9 3-26