RDA Agmt 2001 Lavery California Dealership Properties No. 1 LLC (3)

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Section 2. Section 2.04 is amended to read as follows: After the Closing Date of November 14, 2001, Developer shall have the option of terminating this Agreement between December 15, 2001 and December 19, 2001, under the following circumstances: A) The Site Plan is not approved by Developer, Agency and City by December 14, 2001. Developer understands that City and Agency shall not approve the Site Plan unless Developer and Adjacent Developer agree on the location of the lot lines separating their parcels. B) The Agency has not obtained a closure letter (without conditions or obligations on Developer other than deed restrictions) for the environmental condition of the Property from the Regional Water Quality Control Board by December 14, 2001. Developer shall accept the Property remediated to a commercial standard, rather than a residential standard. In consideration for that Agreement, Agency shall reimburse Developer for one -half of any additional construction or site work costs directly attributable to the environmental condition of the Property up to FIFTY THOUSAND DOLLARS ($50,000) (i.e. up to 50 percent of $100,000 of additional costs). Such costs may include, but are not limited to, the incremental difference between disposing of entirely clean soil at a landfill site and disposing of the soil from the Property at a landfill site, if any. Such costs may also include, but are not limited to, the cost of construction protocols that are solely attributable to the environmental condition of the Property. Developer shall submit such additional costs to the Agency for reimbursement and Agency shall review such costs and reimburse Developer for any qualifying costs within sixty (60) days. C) Developer is unable to obtain commercially reasonable financing solely because of the environmental condition of the Property. • If Developer exercises Developer's right to terminate this Agreement pursuant to this Section, Agency shall re- purchase the Property from Developer by grant deed no later than December 21, 2001, at the same cost Developer paid for.the Property to be paid in cash on date of re- purchase. Real property taxes, if any, shall be paid by Agency on a pro -rated basis. Developer shall pay the escrow fee, conveyance and transfer taxes and recording fees. Section 3. Subsections 3.07(11) - (15) of Article Three entitled "Disposition of Property" of Part Two entitled "The Development and Disposition," of the Agreement are hereby amended by deleting Subsections (11) and (13) and renumbering Subsections 12, 14 and 15 as follows: 11. The Agency and /or Yokota shall have entered into a demolition contract and a remediation contract providing for all work necessary to have the Property by in the condition required hereunder. 2