EXECUTION COPY ND MUTUAL RELEASE ‘This SETTLEMENT AGREEMENT AND MUTUAL RELEASE (the “Agreement” or “SenlemenAareemen”) i entered by and between Camping Word Holdings, tne and its wean Realty Income Corporation (“Realty Income” and, together with Camping World, the “Company Defendans", andthe City of Suatesville, North Carolina (the “Ciy"), Cemping World, Realty Income, andthe City are sometimes refered to each as a “Paty” or collectively as the “Parties.” ‘This Agreement will be treated as having been executed a5 ofthe lst date of the signtures set forth below the “Exceution Date” Recitals WHEREAS, Camping World owns and operates an RV dealership within the City of Statesville (the “Dealership; WHEREAS, on May 7, 2019, the City filed a lawsuit styled The Ciy of Statesville, North Carolina, A Municipal Corporation x3, Holiday Kanper Co, of Columbia, LLC d/b/a Gander RV ‘and Camping World; and Realty Income Corporation, file numbet 19 CVD 1222 (the “Lawsuit”), against Camping Worid and Realty Income inthe General Court of Justice, District Court Division, lnedell County, alleging that a 40x80" United States lag erected on the Dealership's premises violates Section 6.07 of the City's Unified Development Code; WHEREAS, on June 4, 2019, Camping World filed an Answer denying that any legally cognizable violation occurred; WITEREAS, on June 10, 2019, Realty Income moved to dismiss the Lawsuit against it for lack of personal jurisdiction; WHEREAS, the Company Defendants andthe City have negotiated in good faith and wish to settle their respective elsims in connection withthe Lawsuit Agceement NOW, THEREFORE, in consideration of the mutual promises and covenants herein contained, the sufficiency and adequacy of which is expressly acknowledged by all Parties, the Parties hereto agree as follows: 1. Incorporation tals. The foregoing recitals are incorporated in this Sertloment Agreement. 2. Effectiveness of this Agreement. Following the full execution ofthis Agreement by all Pacis, the City shal file with the Statesville City Council the proposed amendment attached hereto as Exhibit A (ihe Amendment”). The obligations of the Parties in the remaining sections of this Agreement, and the releases contained herein, shall become effective and operative on the {te on which the Amendment is enacted by the Statesville City Council (hereinafter, the “Effective Date’). 3. Financial Obligations. Within tity (30) days following the Effective Date of this Agreement, Camping World shall make a payment of immediately available funds to, at Camping World's option, (a) a loeal veteran's group or (b) the City, in the amount of Fourteen‘Thousand Three Hundred Fifty Dollars ($14,350.00). Within thity GO) days following the Erfective Date ofthis Agreement, Camping World shall reimburse the cost and legal fees incurred by the City in this ation, up to an amount not exceeding Two Thousand Dollars ($2,000.00). 4, Release by the City. For good and valuable consideration, the City, on behelf of itselfand anyone ele who could assert lsims through it, releases and discharges 1) the Company Defendanis and (2) each and every one of the Company Defendants’ pat or present parent, subsidiaries, afilises, operating groups, divisions, elated corporations, committees, predecessor, successors, assigns, directors, officers, employees, agents, representatives, atlomey, insurer, indernitors, hits, legatees, beneficiaries, and executors (he “Released Paris”) Fm any ad al claims, ations, ight, causes of action, obligations and lables of any kind ornate, arising out Of oad tothe Las, including the underlying claims a fssue in the Lawsuit, whether at law on equity, whether kaown or unknawa, which the City may now have or hereafier have or claim to have for, upon, or by reason of any mates, event, eause or thing prior tothe date of this ‘Agreement The City father agres to ret its ttomeysto fle anotice of dismissal with prejudice as oll claims against the Company Defendants in the Lawsti 5. Release by the Company Defendants. For good and valuable consideration, the Company Defendants, on behalf of themselves and anyone else who could assert claims through them, releases and discharges the City from any and all claims, actions, rights, causes of action, obligations and liabilities of any kind or nature, arising out of or related tothe Lawsuit, including, the underlying claims at issue in the Lawsuit, whether at law or in equity, whether known or unknown, which the Company Defendants may now have or hereafter have or claim to have for, ‘upon, of by reason of any matler, event, eause or thing prior o the date ofthis Agreement, 6, No Release of Claims Under this Agreement. The Parties acknowledge and ‘agree thatthe releases provided in this Agreement shall not release any claims brought related to the performance or interpretation ofthis Agreement, or tht otherwise arise under this Agreement. 7. No Admission. Notwithstanding anything contained herein, this Settlement ‘Agreement and compliance with this Settlement Agreement shall not be construed as an admission by any Party of any lability whatsoever, any merit in the claims asserted in the action, or any violation of the rights of any Party or violation of any order, law, statute, duty, or contract ‘whatsoever, 8. Successors and Assigns. This Agreement shal be binding upon the Parties hereto and upon theit heirs, administrators, representatives, executors, divisions, parents, subsidiaries, parents" subsidiaries, affiliates, partners, limited partners, successors, and assigns, and shall inure to the benefit of said Parties and each of them and to their heirs, administrators, representatives, executors, divisions, parents, subsidiaries, parents’ subsidiaries, affiliates, partners, limited partners, successors, and assigns. 9. Entire Agreement _an jeation, The Parties hereto represent and ‘acknowledge that in exeeuting this Setlement Agreement they do not rely and have not relied upon ‘any representation or statement made by any of the Parties or by any of the Parties’ agents, advisor, ‘attorneys, or representatives with regard othe subject matter or effect of this Settlement Agreement ‘or otherwise, other than those specifically stated in this Setlement Agreement. This Settlement ‘Agreement sets forth the entire agreement between the Parties hereto and fully supersedes any and all prior agreements and understandings, written or oral, between the Parties hereto pertaining to the subject matter hereof. This Setflamemt Agreement may only be amended or modified by a writing signed by the Parties hereto, Any waiver of any provision of this Agreement shall notconstitute @ waiver of eny other provision of this Agreement unless expressly so indicated otherwise 10. Mutual Representations and Warranties, Each Party hereby represents and warrants that as ofthe dete hereof: , __NoParty has assigned, transferred, conveyed, or otherwise disposed of any ms against the other Party, or any director indirect interest in any such claim, in whole part; ch b. This Agreement has been duly and validly executed and delivered by such Party andthe individual signing below is authorized to sign on behalfof the Party on whose behalf he or she is signing. 11. Severability, The terms of this Agreement are severable so that iF any term or provision is invalid or unenforceable, that term will be modified tothe extent necessary to make it valid or enforceable, or deleted if incapable of being so modified, and the rest of this Agreement will remain in full force and effect. 12. Governing Law. This Agreement shall be governed by the laws of the State of ‘North Carolina without regard to the conficts-of-Iaws principles of any jurisdiction, 13. Interpretation. Because counsel for both the Company Defendants and the City have participated in the negotiation of tis Agreement, the Parties agree that the Agreement shall not be subject fo any interpretative rules favoring or disfavoring any Party 14, Counterparts. This Agreement may be executed in counterparts, each of which when so executed and delivered shall be deemed an original, but all of which together shall constitute one and the same document. True and correct facsimile and/or emailed copies of signed counterparts may be used in place of the originals for any purpose. [Signature page follows}IN WITNESS WHEREO, the Parties have executed this Agreement as of the Execution Date. CAMPING WORLD HOLDINGS, INC, HOLIDAY KAMPER COMPANY OF ‘COLUMBIA, LLC REALTY INCOME CORPORATION » Bo A Ze a ae Eanpbell Title: Vice President, Sr. Legal Counsel pae_/2/2//4 fee STATESVILLE mee, “Constantine ‘Mie Mayor the Cy of Suivi vu fY/I- {Sie Pgs Seamer Apres (Cain Wo lds, ne Rey nore Corton, nh iy of SeveEXHIBIT A APPLICATION FOR TEXT AMENDMENT City of Statesville Post Office Box 1111 Statesville, North Carolina 28687 (704) 878-3539 FAX (704) 878-3464 Applicant's Name: City of Statesville __—_Application No. TA No, of Attachments pe Received By: Application Complete: Fee Date: State Purpose of Text Amendment: ‘To allow for the flying of a larger American flag by Increasing the maximum flag size for the B-# and B-5 Distits Cite Section(s) of the Unified Development Code Proposed to be Amended: Uniform Development Code Section 6.07 Sign Regulation, , Exempt Signs, 3. Flags Proposed Language (Attachments need fo be in digital format (word): 3. Flags Flags 2s defined above shall not be included in the total allowable signage ofa lt along th schools and the CB, CBP and Municipal Service Districts. Schools are permitted to erect fags that represent “welcome, school name, mascot or similar subject matter” Each school lag cannot exceed four (4 feet by six (6) feet in area, The total number of flags permitted isas follows: O-Saems 2 SWacres 4 10-20acres 6 Wtacres 8 Businesses in the CB, CBP and Municipal Service Districts are permited to erect flags that represent “open, welcome, sale, or decorative without advertisement.” Such flag cannot exceed three (3) fee! by five (5) feet and is limited to one (1) per business. There must be at least seven (7) feet of clearance from the bottom of the flag and it eannot project more than six (6 feet from the building. ITan “open” flag is erected then no other open sign i permitted, Advertsing events or products on such flags is prohibited. Except in the B-4 or B-S Distrits, heights of flagpoles are limited to forty (40) feet and the maximum size of any flag ceannat exceed eight (8) feet by twelve (12) feet. IFlocated inthe B-4 or B-5 District and on & property with one hundred 100) feet oF mare of frontage on an Interstate Highway right-of-way, heights of flagpoles can be a maximum of one hundred thirty (130) feet and the maximum size of te flag cannot exceed twenty-fve-{25}feet-by- fort (40) foot forty (40) feet by eighty (BO) fectand only one (I) per site is permitted. Flagpole plans must have an engineers seal for stress load and wind shear. Applicant/Agent: (Print Name) (Gignature) Address: _ ‘Telephone: Email “Backup documentation may also be submitted as part ofthe application. POR OFFICIAL USE ONLY) Planning Board reviewed application on _ City Council reviewed application on __