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MUTUAL RELEASE OF ALL CLAIMSMUTUAL RELEASE OF ALL CLAIMS FOR AND IN CONSIDERATION of the mutual releases contained herein between SCI Pelican Walk LLC ("SCI"), the City of Clearwater, its subsidiaries and affiliates (the "City"), Covenant Property Investors LLC, its subsidiaries and affiliates ("Covenant"), and Parksimple, LLC, its subsidiaries and affiliates ("Parksimple"), and North Beach Plaza Condominium Association, ][nc. (collectively with SCI, the City, Covenant, and Parksimple, the "Parties," and each individually, a "Party"), and the assignment attached hereto as Exhibit A and agreed to and approved by the City Council of the City at the April J, 2022 City Council meeting, the Parties agree as follows: 1. Contingent upon either of (a) assignment to SCI of that certain Contract for Purchase of Real Property by and between the City of Clearwater and Covenant, dated effective September 22, 2021, as amended by that certain First Amendment to Contract for Purchase of Real Property dated effective January 24, 2022 (as may be further amended by the parties thereto, the "PSA") and the closing of the sale of the Condominium Unit PUB of the North Beach Plaza Condominium by the City to SCE in accordance with the PSA, or (b) the failure of the City and SCI to close on the sale of the Condominium Unit PUB of the North Beach Plaza Condominium due to any reason other than interference by Covenant or Parksimple, SCI does hereby fully, finally, and forever remise, release, acquit, and satisfy other Parties, their heirs, executors, administrators, representatives, attorneys, successors, predecessors, officers, directors, parents, subsidiaries, assigns, servants, agents, and employees from any and all liabilities, claims, actions, causes of action, demands, damages, rights, losses, costs, expenses, interest, attorneys' fees, and any other compensation whatsoever, which the Parties now have, or which may hereafter accrue, relating to Condominium Unit PUB of the North Beach Plaza Condominium, which declaration was recorded at OR Book [LT21-9601-556/286747/1 ] 1 19444, Page 145 of the Public Records of Pinellas County, Florida, including but not limited to all known and unknown damages, claims for fraud, claims for interest, attorneys' fees, costs, or expenses, including but not limited to claims made or which could have been made on behalf of the Parties in that certain lawsuit filed in the Circuit Court of the Sixth Judicial Circuit in and for Pinellas County, Florida, styled as: SCI Pelican Walk LLC v. City of Clearwater et al., Case No. 2021- 004719-Cl (the "Civil Action"); provided, however, that nothing herein shall be construed as a waiver, release or modification of any of the parties' respective obligations, to the extent they exist, under this Agreement, the PSA, any settlement agreements entered among any of the Parties, or any obligations of F'arksimple under the. Association Management Agreement or Parking Management Agreement; and provided, further, that SCI's release of Parksimple is expressly contingent upon Parksimple's full compliance with its obligations under this Release and any additional settlement agreement entered among any of the Parties in connection herewith, including, but not limited to Parksimple's vacation of the Property, cooperation with transition, and Parksimple's completion of its responsibilities under the Association Management Agreement and Parking Management Agreement, ine',uding providing a true, correct, and complete accounting and payment of appropriate amounts to the North Beach Plaza Condominium Association, as finally determined in the manner set forth in paragraphs 4 and 5 below. 2. Within five (5) business days of receipt of the fully-executed and duly approved Assignment and Assumption of Contract and Joinder and Consent by Owner, in substantially the form attached hereto as Exhibit A (the "Assignment"), SCI shall release the lis pendens from the Condominium Unit PUB and shall deliver to the attorney in the Civil Action appearing for the City of Clearwater an executed dismissal, with prejudice, of the City of Clearwater and the North Beach Plaza Condominium Association from the Civil Action to be held in trust by the attorney for the City of Clearwater, which may be released from escrow and filed in the Civil Action upon the closing of [LT21-9601-566/286747/1 ] 2 the sale of the Condominium Unit PUB of the North Beach Plaza Condominium by the City to SCI. Within five (5) business days of receipt of the fully-executed and duly approved Assignment, SCI shall deliver to the attorney in the Civil Action for Covenant an executed dismissal, with prejudice, of Covenant from the Civil Action to be held in trust by the attorney for Covenant, which may be released from escrow and filed in the Civil Action if (a) the sale of the Condominium Unit PUB of the North Beach Plaza Condominium to SCI by the City of Clearwater closes, or (b) failure of the sale to close for any reason other than interference by Covenant or Parksimple. SCI shall dismiss the Civil Action as to Parksimple upon Parksimple's full compliance with its obligations under this Release and any additional settlement agreement entered among any of the Parties in connection herewith. 3. Effective at closing of the sale of the Condominium Unit PUB of the North Beach Plaza Condominium, City has assigned any and all interest in the Association Management Agreement and Parking Management Agreement, as the City's interests may appear, to SCI. Further, Parksimple, the City of Clearwater, and the North Beach Plaza Condominium Association, Inc. hereby agree that the Parking Management Agreement and the Association Management Agreement between Parksimple and the North Beach Plaza Condominium Association, Inc. shall be terminated effective as of the Closing Date (as defined in the PSA, as assigned and as may be further amended by the parties thereto) and that Parksimple shall cease operating as Agent of North Beach Plaza Condominium. Association., Inc. for the purpose of operating the parking facility located at the North Beach Plaza Condominium Association on such date. Parksimple hereby unconditionally waives and releases the City of Clearwater, the North Beach Plaza Condominium Association, Inc., and their respective successors and assigns, from and against any obligations such parties may have to Parksimple under the Parking Management Agreement and the Association Management Agreement from and after the date of termination thereof. Parksimple waives any notice of termination [LT21-9601-566/286747/1 ] 3 requirements wider the Parking Management Agreement and/or the Association Management Agreement, and hereby agrees to reasonably cooperate with SCI's designee to transition the management services and operation of the parking facilities. The City of Clearwater and the North Beach Plaza Condominium Association shall appoint SCI's designee effective as of the closing of the sale of the Condominium Unit PUB of the North Beach Plaza Condominium by the City to SCI, and shall cooperate with SCI's designee to manage the parking operations following the closing of the purchase of the Condominium Unit PUB by SCI. 4. Within five (5) business days of the date that the last Party to execute this Agreement does so, Parksimple shall provide to North Beach Plaza Condominium Association, Inc. (the "Condominium Association"), the City, and SCI an accounting of its parking and association management at the North Beach Plaza Condominium for the period beginning October 1, 2021, and ending January 31, 2022 (the "First Calculation Period"), along with its calculation of amounts due to SCI and -the City for such period, Which accounting shall-include detailedlescription of expenses and revenues for the First Calculation Period. Simultaneously with delivery of the accounting, Parksimple sha.l pay the amount calculated in immediately available funds to an account to be provided by the Condominium Association, which funds will be held in trust until the amounts due for the First Calculation Period are finally determined. SCI and the City shall have fifteen (15) days within which to deliver a statement setting forth those items with which SCI or the City objects in good faith. Any objections may only relate to the First Calculation Period. If no such statement of objection is delivered, or if SCI and the City notify Parksimple that they accept the calculations, then the calculation of amounts due shall be deemed final and binding. If a statement of objection is delivered by either SCI or the City, then the parties shall negotiate in good faith to resolve the disputed items, but if no resolution is reached within thirty (30) business days following delivery of the statement of objection, the parties shall submit the dispute to a mutually agreed upon accounting firm for resolution and [LT21-9601-566/286747/1 ] 4 shall provide any and all information that the accounting firm may request to resolve the same. Such resolution by the accounting firm shall be final and binding, and the costs of such accounting firm shall be borne equally by Parksimple, on the one hand, and the party or parties disputing the accounting on the other. Parksimple shall pay to the Condominium Association any additional amounts determined to be due within three (3) days of final determination. If the amount due is less than the amount initially determined by Parksimple, then the Condominium Association shall return the excess to Parksimple. The Condominium Association shall release the funds from escrow to the City and SCI in accordance with the instructions of the City and SCI. The Parties agree that the dispute resolution procedures agreed to in this paragraph will in no way hinder, delay, or cause any impediment to the closing of the sale of the Condominium Unit PUB of the North Beach Plaza Condominium as contemplated by the PSA. 5. Parksimple shall provide to the Condominium Association and SCI an accounting and statement of amounts owed to SCI and the City for the month of February and each full or partial month thereafter until the Closing Date and Parksimple's cessation of parking management services to the Condominium Association, within fifteen (15) days following the end of each calendar month, which accounting shall include detailed description of expenses and revenues for the period so calculated. Simultaneously with delivery of the accounting, Parksimple shall pay the amount calculated in immediately available funds to an account to be provided by the Condominium Association, which funds will be held in trust until the amounts due for the period are finally determined. SCI and the City shall have fifteen (15) days from receipt thereof within which to deliver a statement setting forth those items with which SCI or the City objects in good faith. Any objections may only relate to the month for which the accounting is delivered. If no such statement of objection is delivered, or if SCI and the City notify Parksimple that they accept the calculations, then the calculation of amounts due shall be deemed final and binding. If a statement of objection is delivered by either SCI or the City, then the parties shall negotiate in good faith to resolve the disputed items, [LT21-9601-566/286747/1] 5 but if no resolution is reached within thirty (30) business days following delivery of the statement of objection, the parties shall submit the dispute to a mutually agreed upon accounting firm for resolution and shall provide any and all information that the accounting firm may request to resolve the same. Such resolution by the accounting firm shall be final and binding, and the costs of such accounting firm. shall be borne equally by Parksimple, on the one hand, and the party or parties disputing the accounting on the other. Parksimple shall pay to the Condominium Association any additional amounts determined to be due within three (3) days of final determination. If the amount due is less than the amount initially determined by Parksimple, then the Condominium Association shall return the excess to Parksimple. The Condominium Association shall release the funds from escrow to the City and SCI in accordance with the instructions of the City and SCI. The Parties agree that the dispute resolution procedures agreed to in this paragraph will in no way hinder, delay, or cause any impediment to the closing of the sale of the Condominium Unit PUB of the North Beach Plaza Condominium as contemplated by the PSA. 6. The Parties acknowledge and agree that this settlement is a compromise of disputed claims, and that this Mutual Release of All Claims is not to be construed as an admission of liability on the part of any Party hereby released nor is this settlement to be construed as an admission as to the nature and extent of any damages allegedly sustained any Party, and that each Party denies liability thereof, and intends merely to settle the Civil Action and buy peace. 7. Each Party declares and represents that it has the legal authority to carry out the intents and purposes of this Mutual Release of All Claims, and each signatory has capacity and authority to execute this Mutual Release of All Claims. 8. Each Party declares and represents that it has been fully advised by its own legal counsel before signing this Mutual Release of All Claims. The Parties acknowledge and agree that [LT21-9601-566/286747/ 11 6 the terms and provisions of this Mutual Release of All Claims are contractual and not mere recitals. 9. Each Party shall bear its own costs and attorneys' fees in the Civil Action. 10. This Agreement shall be governed by and construed under the laws of the State of Florida without resort to conflicts of laws. In the event that any Party commences any action or proceeding against another Party or Parties to this Agreement by reason of any breach or claimed breach of any provision, covenant or representation of this Agreement, or commences any arbitration, action or proceeding in any way connected with this Agreement, or seeks a judicial declaration of rights under this Agreement, the Party prevailing in such action or proceeding shall be entitled to recover from the other Party the prevailing Party's reasonable attorneys' fees, all costs and litigation related expenses, including expert witness fees, and any costs or expenses of collection, including reasonable attorneys' fees. Any judicial or other proceeding related to any disputes or conflicts regarding this Agreement shall be filed in the Pinellas County Circuit Court, Sixth Judicial Circuit, Clearwater, Florida. The Parties waive any and all rights to pursue any judicial action in any venue or court other than as stated herein. The Parties further waive any right to a jury trial relating to any claim arising hereunder, and agree that any such dispute shall be heard by a judge, only. 11. This Mutual Release of All Claims may be executed in multiple counterparts, each of which shall be deemed an original, but all of which shall constitute one and the same instrument, notwithstanding that all of the Parties are not signatories to the same original or the same counterpart. A Party's receipt of a facsimile signature page or a portable document format (PDF) copy of a signature page to this Mutual Release of All Claims shall be treated as the Party's receipt of an original signature page. [LT2 1 -9601-566/286747/ 1 ] 7 ]Signature Page to Follow] [LT21-9601-566/:286747/11 8 IN WITNESS WHEREOF, the Parties hereto agree to be bound by the terms of this Mutual Release of All Claims effective as set forth herein. SCI PELICAN WALK LLC By: Name: KEVIN BUPP Title: MANAGING PARTNER COVENANT PROPERTY INVESTORS LLC By: c---"Poidaill* Name: 0 9Ck T M .'A Title: PkEs,,Javr PARKSIMPLE, LLC By: Name: Title: NORTH BEACH PLAZA CONDOMINIUM ASSOCIATION, INC. By: Name: Title: [LT21-9601-566/286747/1] Signature Page to Mutual Release IN WITNESS WHEREOF, the Parties hereto agree to be bound by the terms of this Mutual Release of All Claims effective as set forth herein. SCI PELICAN WALK LLC By: Y Name: KEVIN BUPP Title: MANAGING PARTNER COVENANT PROPERTY INVESTORS LLC By: Name: Title: PARKSIMPLE, LLC By: 1157 Name: a,JkvbC47 T Title: ?r,t; A,4 NORTH BEACH PLAZA CONDOMINIUM ASSOCIATION, INC. By: Name: Title: [LT21-9601-566/286747/1] Signature Page to Mutual Release APPROVED BY SELLER AND EFFECTIVE THIS M DAY OF , 2022 Co signet[: 1, rank Hibbard, Mayor C Approved as to form: Michael Fuino, Senior Assistant City Attorney THE CITY OF CLEARWATER, FLORIDA, a municipal corporation of the State of Florida By: (IL Name: 5Gv'9. .1.0.440V.etiv C Title: G k Attest: 16611996v1 [LT21-9601-566/286747/1] Signature Page to Mutual Release