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WHEREAS, in or about October 2021, Frontier Precision performed a floor inspection survey in
<br />the WTP No. 2 filter cells, which showed that the underdrain nozzles installed at varying elevation
<br />in cells 1 and 3 (the "Underdrain Issue");
<br />WHEREAS, in or about 2022, Mounds View retained Barr Engineering Co. ("Barr") to conduct
<br />testing on the WTP filters to measure media loss in same;
<br />WHEREAS, on May 19, 2022, Shank served Mounds View with a Summons and Complaint (the
<br />"Action"), which asserted Causes of Action against Mounds View for Breach of Contract, Breach of
<br />Implied Warranties, and Unjust Enrichment regarding the Project. In the Action, Shank alleged that
<br />AE2S Inc.'s Specifications were deficient, which purportedly caused damage to the WTP that Shank
<br />was required to repair. Shank contended that it was owed a sum from the Construction Contract and
<br />additional Work performed due to AE2S INC'S alleged errors and/or omissions;
<br />WHEREAS, effective June 27, 2022, AE2S LLC and Mounds View signed a Tolling and Mutual
<br />Cooperation Agreement to pause the running of the applicable Statute of Limitations with respect to
<br />Mounds View's potential claims against AE2S INC. and/or AE2S LLC (the "AE2S Tolling
<br />Agreement");
<br />WHEREAS, Barr performed testing in 2022 and 2023; and, on April 14, 2023, Barr issued a Water
<br />Treatment Plans 2 and 3 Filter Evaluation to Mounds View in which Barr opined: (1) on the root
<br />cause of the Media Issue, (2) that air was entering the underdrain during backwash, which was
<br />disrupting the gravel, (3) on the insufficient drain down of cells prior to the air and water backwash,
<br />and (4) the improper installation of the underdrain laterals, which were canted to one side (the "Barr
<br />Report");
<br />WHEREAS, on April 14, 2023, Shank filed the Action with the District Court, Second Judicial
<br />District, Ramsey County, Minnesota. Neither Shank nor Mounds View named AE2S INC. and/or
<br />AE2S LLC as a party to the Action;
<br />WHEREAS, the Parties have engaged in settlement negotiations in an attempt to resolve their
<br />respective claims against each other without the need for further legal action and expense; and
<br />WHEREAS, the Parties have determined that it is in their best interest to avoid further costs and
<br />delays in resolving the claims, disputes, causes of action, and potential causes of action between
<br />them involving the Media Issues, Underdrain Issues and the Action and in the AE2S Tolling
<br />Agreement (collectively, the "Released Claims," as defined below). As such, AE2S LLC and Mounds
<br />View now desire to, and have agreed to, compromise and fully and completely settle and resolve any
<br />and all of the claims, disputes, causes of action, and potential causes of action by, between and/or
<br />among them including, but not limited to, any and all claims that either Party asserted, could have
<br />asserted, or should have asserted against the other Party relating to, regarding and/or arising out of
<br />the Released Claims; and, wish to memorialize the terms and conditions in this Agreement.
<br />NOW, THEREFORE, in exchange for the mutual agreements, covenants, promises, conditions,
<br />representations, and warranties contained herein, and in consideration for the execution of this
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