RDA Agmt 2004 1040 Davis Partnership LLC

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In the event any legal action is commenced to interpret or to enforce the terms of this Agreement or to collect damages as a result of any breach thereof, the Party prevailing in any such action shall be entitled to recover against the Party not prevailing all reasonable attorney's fees and costs incurred in such action. 3.15 Binding Effect. This Agreement shall be binding upon and inure to the benefit of the heirs, administrators, executors, successors in interest and assigns of each of the Parties hereto except that there shall be no transfer of any interest by any of the Parties hereto except pursuant to the terms of this Agreement. Any reference in this Agreement to a specifically named Party shall be deemed to apply to any successor, heir, administrator, executor or assign of such Party who has acquired an interest in compliance with the terms of this Agreement, or under law. 3.16 Parties Not Co-Venturers. Nothing in this Agreement is intended to or does establish the Parties as partners, co-venturers, or principal and agent with one another. 3.17 Warranties. The Agency expresses no warranty or representation to the Developer as to fitness or condition of the Property which is the subject of this Agreement for the building or construction to be conducted thereon, except as follows: Agency has made no untrue statements or representations in connection with this Agreement, and all items transferred to Developer on or before Closing shall have been and be true, correct and complete copies of what they purport to be. Agency has not failed to state or disclose any material fact in connection with the transaction contemplated by this Agreement. Agency knows of no facts, nor has Agency failed to disclose any fact, which would prevent Developer from using and operating the Property after Closing in the manner in which it is intended to be used and operated by Developer. 3.18 Time is of the Essence. In all matters under this Agreement, the Parties agree that time is of the essence. 3.19 Complete Understanding of the Parties. This Agreement consists of the text of the Agreement and the attached Exhibits and constitutes the entire understanding and agreement of the Parties. 3.20 Good Faith. The Parties recognize that it is impractical in this Agreement to provide for every contingency which may arise during the life of the Agreement, and the Parties hereby agree that it is their intention that this Agreement shall operate fairly between them and without detriment to the interests of either of them, and that, if during the term of this Agreement either Party believes that this Agreement is operating unfairly, the Disposition and Development Page 18 Agreement - 1040 Davis Street May 14, 2004 FINAL