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EXHIBIT 3
<br />C. After executing and recording the Grant Deeds necessary to exchange the
<br />Subject Properties as described in section 5(a) above, the Parties shall process the following
<br />Lot Mergers to join the new lots accordingly;
<br />L Voluntary Lot Merger No. 2014-09 by East End;
<br />ii. Voluntary Lot Merger No. 2014-11 by Fainbarg; and,
<br />iii. Voluntary Lot Merger No. 2015-01 by the City.
<br />d. The Parties agree to cooperate fully in the performance of this Agreement
<br />and to execute any and all supplementary documents and take all additional actions that
<br />may be necessary or appropriate to give full force and effect to the terms and intent of this
<br />Agreement, and that are not inconsistent with the Agreement's terms.
<br />C. No Party, including the attorneys for any Party, has made any
<br />representations or warranties regarding whether the transfer of the Subject Properties is
<br />subject to taxation. The City does not bear any responsibility for any other Party's tax
<br />liability that may arise as a result of the transfer of the Subject Properties. Each Party
<br />agrees to assume any responsibility for payment of its own taxes due in relation to the
<br />transfer of the Subject Properties.
<br />f. Fainbarg and East End agree to defend, indemnify, and hold harmless the
<br />City from and against any and all claims, debts, liabilities, demands, obligations, costs,
<br />expenses, causes of action, fines, penalties, losses or judgments asserted against the City
<br />by any third party based on or arising out of or in connection with the portions of the
<br />Subject Properties being transferred in accordance with this Agreement ("Claims"),
<br />regardless of whether such Claims arose prior to or after the final transfer in the case of the
<br />portions of parcels being transferred by the City to Fainbarg and East End, and only if such
<br />Claims arose prior to the final transfer in the case of the portion of the parcel being
<br />transferred by Fainbarg to the City.
<br />6. Mutual Release of All Claims and Potential Claims. The Parties, on their own
<br />behalf and on behalf of their respective predecessors and related persons and entities, hereby
<br />release and forever discharge the other Parties, from any and all claims, causes of action, and
<br />demands relating to or arising from the transfer of the Subject Properties that they have or may
<br />have against each other (or their predecessors or related entities), as well as their respective present
<br />and former officials, council members, board members, directors, employees, heirs,
<br />representatives, agents, governing bodies, attorneys, insurers, predecessors -in -interest, successors -
<br />in -interest, and assigns, and any and all persons acting by, through, under, or in concert with any
<br />of them, except for such claims, causes of action, or demands as may be based upon the
<br />commitments expressly undertaken in this Agreement.
<br />7. Release of Unknown Claims. For the purpose of implementing a full and
<br />complete release and discharge of the Parties, as well as their respective present and former
<br />officials, council members, directors, employees, heirs, representatives, agents, governing bodies,
<br />attorneys, insurers, predecessors -in -interest, successors -in -interest, assigns, and any all persons
<br />acting by, through, under, or in concert with any of them, the Parties expressly acknowledge that
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