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decided by a mutually agreeable third party source with expertise in making such calculations
<br />(the "Third Party") within three (3) months after the Close of Escrow. In the event the parties
<br />are unable to mutually agree upon the Third Party within thirty (30) days after the Close of
<br />Escrow, either party may request that the American Arbitration Association ( "AAA ") appoint the
<br />Third Parry in accordance with the criteria set forth above, and the selection of the Third Party by
<br />the AAA shall be binding on the parties hereto. Furthermore, in the event the Agency purchases
<br />the fee interest in the Erickson Property, Vinci agrees to promptly return to the Agency such
<br />portion of the Erickson Lease Subsidy actually paid by the Agency to Vinci in addition to the
<br />Fair Reuse Value (as hereinafter defined) so that it can be applied toward the purchase price of
<br />the Erickson Property.
<br />4. Extraordinary Expenses. Upon the Close of Escrow, the Agency shall pay to Vinci One
<br />Million Twenty -Five Thousand Dollars ($1,025,000) in full and complete satisfaction of any
<br />claimed Extraordinary Expenses by Vinci (the "Extraordinary Expenses Payment').
<br />5. Termination of Prior Agreements. The Agency and Vinci agree that upon the Close of
<br />Escrow, the Term Sheet and the Agency /Vinci Purchase Agreement and all other agreements
<br />entered into by the Agency and Vinci with respect thereto shall be terminated and will no longer
<br />have any force and effect.
<br />6. Release of Claims
<br />A. Release of Claims by Vinci. Upon the Close of Escrow, other than the ongoing
<br />obligations of the Agency Parties (as hereinafter defined) hereunder, Vinci, on behalf of itself,
<br />and on behalf of its respective successors, assigns, attorneys, accountants, officers, directors,
<br />shareholders, employees, agents, and servants, past, present and future, hereby releases,
<br />discharges, and acquits the Agency and the City of Santa Ana (the "City ") and their respective
<br />successors, assigns, attorneys, accountants, officers, directors, shareholders, employees, agents,
<br />and servants, past, present and future (the "Agency Parties "), of and from any and all past,
<br />present and future causes of action, rights, claims, or liabilities of any kind or nature whatsoever
<br />arising out of or connected with the matters described in this Agreement (including, without
<br />limitation, claims arising out of the Term Sheet, the Agency /Vinci Purchase Agreement, the
<br />termination of the Agency /Vinci Purchase Agreement and the Erickson Property) which Vinci
<br />owns, holds or possesses as of the Close of Escrow, or may, following the Close of Escrow,
<br />claim to own, hold or possess against the Agency Parties.
<br />B. Release of Claims by the Agency. Upon the Close of Escrow, other than the
<br />ongoing obligations of the Vinci Parties (as hereinafter defined) hereunder, the Agency, on
<br />behalf of itself and on behalf of its respective successors, assigns, attorneys, accountants,
<br />officers, directors, shareholders, employees, agents, and servants, past, present and future, hereby
<br />releases, discharges, and acquits Vinci and its respective heirs, successors, assigns, attorneys,
<br />accountants, officers, directors, shareholders, employees, agents, and servants, past, present and
<br />future (the "Vinci Parties "), of and from any and all past, present and future causes of action,
<br />rights, claims, or liabilities of any kind or nature whatsoever arising out of or connected with the
<br />matters described in this Agreement (including, without limitation, claims arising out of the
<br />Term Sheet, the Agency /Vinci Purchase Agreement and the Erickson Property ) which the
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