ENT AGRE} JTUAL LIMITED. SES THIS SETTLEMENT AGREEMENT AND MUTUAL LIMITED RELEASES (the “Agreement”) is made and entered into as of this 18th day of October 2018, by and between the City of Detroit (“City”), a Michigan Municipal Corporation, and Michael Kelly, Grosse Pointe, Michigan (°Kelly"), and all entities and properties associated with City of Detroit Mortgage Code #00313 (Kelly and corporate entities shall be referred to collectively the “Kelly Entities”). WITNESSETH: ‘THAT WHEREAS, the City has alleged in the pending lawsuits listed in attached Exhibit A (collectively the “Litigation”) that the Kelly Entities owe the City unpaid property taxes on the addresses either subject to the litigation set forth in Exhibit A or otherwise listed in attached Exhibit B (collectively the “Tax Liabilities”), and that the City believes that Kelly and the Kelly Entities have these and other known and unknown financial obligations (the “Debis”) to the City. ‘The Litigation, Tax Liabilities, and Debts shall be collectively referred to as the “Obligations” and shall include any and all, known and unknown, whether filed or not, claims, counter claims, causes of action, actions, arbitrations, lawsuits, injuries, damages, judgments, verdicts, rights, ‘causes of action, demands, obligations, actual legal fees and expenses, losses, costs, expenses, attachments, gamnishments, liens, case evaluation sanctions, sanctions of any other kind, and ‘compensation of any nature whatsoever, that are related to (a) the non-payment of property taxes ‘on the addresses subject to the litigation set forth in Exhibit A, or otherwise listed in the attached Exhibit B; or (b) tickets issued by the City of Detroit's Department of Administrative Hearings (DAH) prior to the date of this settlement agreement that are subject to the DAH cases set forth in Exhibit A. WHEREAS, the City wishes for the Kelly Entities to transfer title to certain properties, listed on Exhibit C to either the Eastem Market Corporation or to the Detroit Brownfield Redevelopment Authority (collectively the “Properties"); WHEREAS, the Kelly Entities desire to settle the Obli Properties in accordance with the City's wishes; ions by transferring the WHEREAS, the City is willing to settle the Obligations under the terms and conditions set forth below; WHEREAS, the parties have investigated all of the facts and circumstances surrounding the Obligations; WHEREAS, the parties recognize that they could be engaged in prolonged litigation and that substantial costs and expenses, including attomneys' fees, could be incurred were they not to enter into this Agreement; and Page 1 of 11WHEREAS, the parties desire to fully and finally adjust, compromise, settle and release ‘any ang all rights and claims that they may have against cach other related to the Obligations; NOW, THEREFORE, in consideration of the promises and agreements herein contained, and for other good ond valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows: 1, Settlement. The parties agree to the following settlement terms: A. The parties shall execute this Agreement. B. The Kelly Entities agree to issue quit-claim deeds for the Properties to the entities listed on Exhibit C. C. The Properties listed on Exhibit C shall be transferred by quit-claim deed to the entities listed on Exhibit C, Once the title transfer has been completed, the parties shall release each other as provided in Section 2 of this Agreement which shall become effective upon the transfer described in this sub-paragraph. D. Upon the transfer described in sub-paragraph C, the parties shall authorize their respective attorneys to sign and file stipulations attached as Exhibit D which will dismiss the Litigation with prejudice and without costs to either party. E. The Kelly Entities warrant that, to the best of their knowledge, they have no interest in any properties, other than those listed on Exhibit C, within the geographic area bounded by the following streets: Chalmers to the east; Kercheval to the north; Conner to the west; and East Jefferson to the south. In the event the Kelly Entities are discovered to maintain any interest in properties in the aforementioned area, those properties will be immediately transferred via quit- claim deed to the Detroit Brownfield Redevelopment Authority, or to another entity to be named by the City in its sole discretion, even if those properties are not listed in Exhibit C to this Agreement, The City of Detroit shall arrange payment of $14,000.00, per lot, in exchange for any properties within the geographic area outlined in this paragraph E that are not listed in Exhibit C. The City may also, in its sole discretion, permit the Kelly Entities to arrange a land swap with the Detroit Land Bank Authority in liew of said $14,000.00 ger tot payment. F. The Kelly Entities shall not be responsible for the costs of recording any document contemplated under this Agreement. G. The Kelly Entities shall not be responsible for any transfer taxes associated with the recording of any document contemplated under this Agreement. H. The parties agree to the remaining provisions of this Agreement. Page 2of 112. Releases. ‘A. Conditioned upon the occurrence of the transfer described in paragraph 1(C), above, and except for the enforcement of this Agreement, to the maximum extent permitted by applicable law, the City RELEASES AND FOREVER DISCHARGES the Kelly Entities and their respective owners, shareholders, members, officers, employees, agents, legal representatives, successors and assigns, and Nick LaFevre (the Kelly Entities and all of the foregoing being hereinafter collectively referred to as the “Kelly Releases”) of and from, and does hereby WAIVE, any and all rights, contracts, claims, damages, actions, causes of action, and suits, whether or not now known, suspected, or claimed, which the City ever had, now has or claims, or might hereafter have or claim against the Kelly Releasces, and each of them, based upon, arising out of, from the beginning of the world through the date hereof, the unpaid assessed property taxes, interest, fees, costs, penalties and taxable costs for the properties listed on attached Exhibit B that are the subject of litigation in the cases listed on the attached Exhibit A and all other Obligations (the “Released Matters”). ‘The City further REPRESENTS AND WARRANTS that it has not heretofore assigned or transferred to any person or entity any of the matters released under this Agreement, The City covenants not to sue or file any charges, or voluntarily participate in any suit or charge, against the Kelly Releasces, or any of them, for any of the Released Matters. B, _ Conditioned upon the occurrence of the event described in paragraph 1(C), above, and except for the enforcement of this Agreement, to the maximum extent permitted by applicable law, the Kelly Entities RELEASE AND FOREVER DISCHARGE the City, and its respective, agents, legal representatives, successors and assigns (the City and all of the foregoing being hereinafter collectively referred to as the “City Releasees”), of and from, and do hereby WAIVE, any and all rights, contracts, torts, claims, damages, losses, expenses, actions, causes of action, and suits, whether or not now known, suspected, or claimed, which the Kelly Entities ever had, now have or claim, or might hereafter have or claim against the City Refeasces, and cach of them, based upon, arising out of, or relating to directly or indirectly, any matter or thing ‘occurring, in whole or in part, from the beginning of the world through the date hereof, including, without limitation and without limitation as to time, any and all rights, claims, or causes of action based upon, arising out of, or in any way related the Released Matters. ‘The Kelly Entities further REPRESENT AND WARRANT, except as may otherwise appear as a matter of public record, that they have not heretofore assigned, deeded or transferred to any person or entity the Properties or any of the matters released under this Agreement, The Kelly Entities covenant not to sue or file any charges, or voluntarily participate in any suit or charge, against the City Releasees, or any of them, for any of the Released Matters. The Kelly Entities further expressly disclaim any representation or warranty of any kind or nature that relates to the physical condition of the Properties or the marketability of the title to the Properties. Page 3of 113. No Admission. It is expressly understood and agreed that the parties hereto do not admit any liability to each other or to any person, firm, corporation, association, or partnership in connection with the claims asserted in the underlying dispute, but rather expressly deny such liability. Further, this Settlement Agreement and Mutual Release is executed as part of a compromise of disputed claims for the purpose of avoiding litigation and shall not be construed as an admission of liability on the part of any party. 4, Miscellaneous. All understandings and agreements heretofore made between the parties are superseded by and merged into this Agreement, which alone fully and completely expresses the agreement between the parties, and the same is entered into with no party relying upon any statement or representation made by any party not embodied in this Agreement. This Agreement may not be assigned by any party, whether by operation of law or otherwise, without the prior written consent of the other parties, ‘The recitals set forth at the beginning of this Agreement are, and shall be construed to be, an integral part of this Agreement. The headings of Sections ‘contained in this Agreement are merely for convenience of reference and shall not affect the interpretation of any of the provisions of this Agreement. Whenever the context so requires, the singular shall include the plural and vice versa. All words and phrases shall be construcd as masculine, feminine or neuter gender, according to the context. Any modification of this ‘Agreement may be made only by an instrument in writing signed by or on behalf of the party to bbe bound by such modification. This Agreement shall be controlled, construed and in all respects governed by the laws of the United States and the State of Michigan, as if made and performed entirely within the State of Michigan without regard to any conflicts of laws principles. In the event of litigation or arbitration, the parties hereby consent to suit in Wayne ‘County, Michigan. Whenever possible, each provision hereof shall be construed so as to be interpreted in such manner as to be effective and valid under applicable law. If any provision of this Agreement or the application thereof to any party or circumstances shall be prohibited by or invalid under applicable law, such provision shall be ineffective to the extent of such prohibition without invalidating the remainder of such provision or any other provision of this Agreement or the application of such provision to other parties or circumstances. This Agreement is deemed to have been jointly drafted by the parties, and any uncertainty or ambiguity shall not be construed for or against any party as an attribution of drafting by any party. In the event that any party files any claim or proceeding to enforce any breach of this Agreement (with the exception of a breach of Paragraph 5 below relating to Confidentiality), then the non-prevailing party in any such claim of proceeding shall pay to the prevailing party all of the prevailing party's costs of pursuing or defending such claim, including without limitation their attomeys’ and expert witness fees in ‘connection therewith. 5. Confidentiality. The terms of this Agreement shall be treated as strictly confidential by the undersigned. No party or counsel will disclose or permit to be disclosed to any other person, firm or entity the terms of this Agreement, or the amount or nature of consideration paid by a party, without the prior written consent of that party, except in order to enforce the terms hereof, under order of a court or other compulsory legal process, in response to a governmental or regulatory agency or organization in the course of an investigation or inquiry, or as otherwise required by law. A party or counsel will give immediate written notice to all parties upon receipt of any subpoena, order, or request for documents or testimony, which if complied with would Page 4 of 11disclose terms and conditions or consideration paid. ‘The violation of this paragraph shall not affect the validity or enforceability of any other provision of this Agreement, which shall remain in full force and effect. 6. THIS AGREEMENT REFLECTS THE AMICABLE SETTLEMENT OF HONEST DIFFERENCES BETWEEN THE PARTIES. THE PARTIES ACKNOWLEDGE AND AGREE THAT THEY HAVE READ THIS AGREEMENT IN ITS ENTIRETY, THAT THEY UNDERSTAND ITS TERMS AND THAT ITS TERMS ARE FAIR AND LEGALLY ENFORCEABLE, THAT THEY HAVE HAD AMPLE OPPORTUNITY TO NEGOTIATE WITH EACH OTHER WITH REGARD TO ALL OF ITS TERMS, THAT THEY HAVE ENTERED INTO THIS AGREEMENT FREELY AND VOLUNTARILY, THAT THEY CONSULTED WITH COUNSEL CONCERNING THIS AGREEMENT, AND THAT THEY HAVE THE FULL RIGHT, POWER, AUTHORITY, AND CAPACITY TO ENTER INTO AND EXECUTE THIS AGREEMENT. 7. PROHIBITION OF FUTURE CLAIMS RELATED TO THE OBLIGATIONS. To the extent not otherwise addressed above, this Settlement Agreement and Mutual Release may be pleaded as a full and complete defense to any subsequent action or other proceeding, including ration or administrative proceeding, arising out of any and all of the matters released and discharged by this agreement, including, but not limited fo, any causes of action the underlying dispute. Each party covenants and agrees not to initiate any action or ‘court or administrative agency, on account of any action or cause of action which is released pursuant to this Settlement Agreement and Mutual Release, other than an action to enforce this Settlement Agreement and Mutual Release in the event of a breach or default. The offending party shall be liable for and pay all actual and reasonable attomeys fees and costs incurred in the defense of any such action or suit filed in violation of the terms of this Settlement Agreement and Mutual Release, other than a suit to enforce the terms of the Settlement Agreement and Mutual Release. 8. COUNTERPARTS. This Settlement Agreement and Mutual Limited Releases and the documents to be executed pursuant to its provisions may be executed in one or more ‘counterparts, each of which shall be considered an original, and all of which taken together shall constitute one in the same instrument. This Settlement Agreement and Mutual Limited may be executed and delivered by either email or facsimile and the parties agree that such execution and delivery will have the same force and effect as delivery of an original document with original signatures, and that each party may use such email or facsimile signatures as evidence of the execution and delivery of this Settlement Agreement and Mutual Limited by all parties to the same extent that an original signature could be used. IN WITNESS WHEREOF, the parties have executed this SETTLEMENT Page Sof ItAGREEMENT AND MUTUAL LIMITED RELEASES as of the date and year first above written, “city” “The City of Detroit, a Michigan Municipal Corporation Cee Its: Special Assistant Corporation Counsel Dated: October 18, 2018 “Kelly Entities” Z Zeta la aoe Michaél Kelly’ Dated: October /9 3618 Page Gof 11EXHIBIT A: Pending Litigation Against Kelly Entities 4. No. 17012443CH, Cily of Detroit v. Belmont Propertios of Michigan, LLC (3° Cir. CL.) 2. No. 17120805, City of Detroit v. Belmont Properties of Detrof, Michigan (36% Dist. CL.) 3. No. 17012449CH, City of Detroit v. Chase Detroit LLC (3 Cir. Ct.) 4. No. 17120988, Gly of Detroit v. Frenchy Sirois LLC (36% Dist. Ct) 5. No. 17121003, Cily of Detroit v. Alma Almont LLG (36 Dist. Ct.) 6. No, 17121004, City of Detroit v. American Equity Partnership LLC (36% Dist. Ct.) 7. No. 17120877, Cily of Detroit v. Devonshire His LC (36" Dist. Ct) 8. No, 17120828, Gliy of Detroit v. Cherokee Land LC (36 Dist. CL.) 9. No, 17120819, Cily of Detroit v. Jackson Land Holdings, LLC (36 Dist. CL) 40. 17-121028, City of Detroit v. Florida Southern, LC, etal (36" DC) 41. 17-121006, City of Detroit v. Detroit Property Exchange Corp, et al (36"DC) 42. 17-120731, City of Detroit v. Angel Group, LLC (86" DC) 43. 17-013178 - CH, City of Detroit v Woodlawm Properties, LLC (3° Cir. CL) 44. No. 17121405, Gily of Detroit v. Detroit Youth Gardens (36* Dist. Cl.) 45, No. 18-002300-CH Ciiy of Detroit v. Real TC LLC; Detroit Leasing, LLC; & Michael Kelly, {ndividually (38 Cir. CL) 416, No. 18-002323-CH City of Detroit v. Chase Loan Services, Inc., (3% Cir. CL) 47, No. 18-000003-CH City of Detroit v. Alma Almont LLC; Detroit Property Exchenge, Co.; Latino Housing, LLC; Party City, LLG; Devonshire Hills, LLC: Dobel Prize, LLC; Frenchy Sirois, LLC; Gorard Brothers, LLG; and Montileu, LLC, (3% Cir. CL.) 48. No. 17-012873-CH, City of Detroit v. Detrolt Leasing Company, (3% Cir. Ct) 49. Depariment of Administrative Heating Cases: 18-024163; 16-004-682; 18-005-BS7; 10-001-006; 118-002-576; 18-002-676; 18-002-577; 18-019-444; 1B-019-420; 18-019-475; 18-019-474; 18.019- 473; 18-018-472; 18-019-471; 18-018-461; 18-014-892; 17-031-465, Page 7 of 11EXHIBIT B: Properties Subject to Lawsuit 13903 MONTROSE 12114 MANOR 15864 E STATE FAIR 16026 ROSSINI DRIVE 10001 LAUDER 12122 SORRENTO 12601 STEEL 14636 FREELAND . 14870 FREELAND 10, 14910 FREELAND 11, 16215 LAUDER 12, 18054 STEEL 13, 18601 ARDMORE 14, 19137 GAINSBOROUGH 15. 3614 CHATSWORTH 16, 3615 BALFOUR 17. 4875 CHATSWORTH 18. 5035 BALFOUR 19, 5097 BALFOUR 20. 5267 BALFOUR 21, 9272 CHEYENNE9596 SORRENTO 22. 4851 MCDOUGALL 23, 2950 MERRICK 24, 6034 30TH ST 25, 2552 SPRINGWELLS 26, 3545 BARHAM. 27. 17501 COOLEY 28. 9312 MACK. 29. 13047 E WARREN 30. 18900 CONANT 31,9143 MACK 32, 13533 GRANDVILLE 33. 5470 RIOPELLE. 34, 5825 ST AUBIN 35, 17163 CARDONI 36. 442 FIELD 37,430 HARPER 38. 18629 SCHOOLCRAFT 39, 1654 OAKMAN BLVD. 40. 19328 OAKFIELD 41, 12436 HAMBURG 42, 17215 LUMPKIN 43, 8063 MALVERN PRI AvayNs Page Bof 1144,3531 BARHAM 45, 15837 MURRAY HILL. 46. 16177 MONTE VISTA 47. 8825 HUBBELL 48, 2633 E FOREST 49. 2134 HALLECK 50. 21680 JASON 51. 8401 FAUST 52. 18640 DEAN 53. 7527 E SEVEN MILE. 54, 8341 DUBAY 55. 8389 ALMONT. 56, 8374 ALMONT 57. 8514 MONTLIEU 58, 13257 FRENCH RD. ‘59, 8322 ALMONT 60. 19700 STAHELIN 61. 19682 LUMPKIN 62. 7319 MANSFIELD 63. 8601 STRATHMOOR 64, 15418 CRUSE 65. 17621 KENTFIELD 66.2137 HALE 67. 6064 14TH ST 68. 19136 ANNOTT. 69. 800 W WILLIS 70. 22419 EATON 71. 14336 BIRWOOD 72.9531 GOODWIN 73. 19324 DANBURY 74, 15 ADELINE ST 75.3000 GRAY Page 9 of 11EXHIBIT C: Properties to be Transferred > Properties to be transferred to Detroit Brownfield Redevelopment Authority 1647 GRAY 1508 GRAY 1546 GRAY 1612GRAY 1230 LENOX 1388 LENOX 1358 DREXEL 1407 DREXEL 1393 COPLIN 10, 1369 COPLIN IL. 1294 LAKEVIEW 12, 1378 LAKEVIEW 13. 1390 LAKEVIEW 14, 1402 LAKEVIEW 15, 1425 LAKEVIEW 16. 1391 LAKEVIEW 17, 1337 LAKEVIEW 18. 1365 EASTLAWN 19, 1299 EASTLAWN 20. 1267 EASTLAWN 21. 1182 GRAY 22. 1230GRAY 23. 1263 DICKERSON 24, 1142 LENOX 25. 1178 LENOX 26. 1074 DREXEL 27. 1224 DREXEL. 28, 1217 DREXEL, 29, 1211 DREXEL 30, 1153 DREXEL 31, 1046 LAKEVIEW 32. 1120 LAKEVIEW 33. 1211 LAKEVIEW 34. 1059 LAKEVIEW 35. 1239 EASTLAWN 36.1227 EASTLAWN 37. 1203 EASTLAWN 38, 1089 EASTLAWN PRI AVALY Page 10 of 11B. Properties to be transferred to Eastern Market Corporation 3813 3731 3429 4823 4655 4185 5233 435 . 2675 10.2272 11.2137 12, 2237 13. 4239 14.3811 15.4744 16. 4732 17.3622 18.2133 19.2677 20, 5573, 24. 2260 22.1974 23.1975 Senaveyye CHENE CHENE CHENE CHENE CHENE CHENE CHENE FLOWER COURT FOREST GARFIELD HALE LELAND MCDOUGALL MCDOUGALL MITCHELL MITCHELL MITCHELL PIERCE PIERCE ST AUBIN: ST JOSEPH SUPERIOR THEODORE Page 11 of 11