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SETTLEMENT AGREEMENT AND GENERAL RELEASE
<br />This SETTLEMENT AGREEMENT AND GENERAL RELEASE (the "Agreement") is
<br />made by and between the City of Mounds View, Minnesota ("Mounds View) and Advanced
<br />Engineering and Environmental Services, LLC ("AE2S LLC") f/k/a Advanced Engineering and
<br />Environmental Services, Inc. ("AE2S INC.")'. AE2S INC., AE2S LLC, and Mounds View are each
<br />individually a "Party" and collectively the "Parties".
<br />I. RECITALS
<br />WHEREAS, effective March 26, 2019, Mounds View and AE2S INC. entered into an Agreement
<br />Between Owner and Engineering for Professional Services (the "Engineer Contract") for AE2S to
<br />provide engineering and related services for the 2019 Water Treatment Plant ("WTP") Rehabilitation
<br />Project , which included WTP Facilities Nos.: 1, 2, and 3 and the water pressure Booster Station
<br />Facility located in the City of Mounds View, Minnesota (collectively, the "Property");
<br />WHEREAS, the 2019 Water Treatment Plant Rehabilitation Project was divided into two phases to
<br />be separately put out for bid, with the first phase comprising, among other things, the rehabilitation
<br />and construction of WTP Facilities 2 and 3 ("Project");
<br />WHEREAS, on or about December 31, 2019, following a Public Bid, Mounds View awarded the
<br />Project's contract for construction to Shank Constructors, Inc. ("Shank") pursuant to which Shank
<br />would serve as the Project's General Contractor (the "Construction Contract");
<br />WHEREAS, effective January 31, 2020, Mounds View and AE2S INC. entered into an Amendment
<br />to Owner -Engineer Agreement for additional services to be performed by AE2S INC. regarding the
<br />Project's Construction Phase, Post -Construction Phase, and Construction Phase Instrumentation and
<br />Control Services (the "Amendment");
<br />WHEREAS, by letter dated November 25, 2020, from Mounds View to Shank, Mounds View
<br />sought a recovery schedule for the ongoing delay of completion of the Project;
<br />WHEREAS, by letter dated December 18, 2020, to AE2S INC., Shank requested an equitable
<br />adjustment in the Contract Time and reserved its right to seek one in the Contract Price. Shank
<br />contended that the Project was delayed, in part, due to numerous design changes and their impact on
<br />the sequencing of Shank's work;
<br />WHEREAS, effective January 22, 2021, Mounds View and Shank entered into a Tolling Agreement
<br />regarding the Project;
<br />WHEREAS, following start-up of the Project, Mounds View experienced issues with media loss in
<br />WTP Nos.: 2 and 3; and, in or about August 2021, Mounds View found media in the distribution
<br />system and in the backwash collection tank (collectively, the "Media Issue");
<br />1 Effective January 1, 2021, Advanced Engineering and Environmental Services, Inc. converted from a Corporation to a
<br />Limited Liability Company; and, henceforth was known as Advanced Engineering and Environmental Services, LLC.
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