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R1382 R E S O L U T I O N NO. 1382 WHEREAS, Colt Industries Operating Corp. sold and delivered to the U. S. Army Corps of Engineers certain pumping equipment for installation at the following pumping stations: Arsenal, Baden, Prairie, Ferry, Ferry Pond, Salisbury, Branch, Benton, Chambers, Brooklyn, Dickson, Carr, Mill Creek, Miller, Trudeau, Barton, Louisa, and Utah; and WHEREAS, the U. S. Army Corps of Engineers has turned over to The Metropolitan St. Louis Sewer District the aforementioned pumping stations and equipment; and WHEREAS, The Metropolitan St. Louis Sewer District wishes to make certain adjustments regarding said equipment with Colt Industries Operating Corp., BE IT RESOLVED BY THE BOARD OF TRUSTEES OF THE METROPOLITAN ST. LOUIS SEWER DISTRICT: That the Executive Director be and he is hereby authorized to execute for and in behalf of The Metropolitan St. Louis Sewer District a Settlement Agreement and Release with Colt Industries Operating Corp. (a copy of which is attached hereto and made a part of this Resolution) for adjustments regarding pumping equipment at certain District pumping stations. The foregoing Resolution was adopted February 27, 1974. 1/16/74 SETTLEMENT AGREEMENT AND RELEASE AGREEMENT, dated as of ___________ 1974, by and between THE METROPOLITAN ST. LOUIS SEWER DISTRICT, a corporation and subdivision of the State of Missouri with offices at 2000 Hampton, St. Louis, Missouri (the "District") and COLT INDUSTRIES OPERATING CORP, acting by and through its Pump Division a Delaware corporation, with offices at 3601 Kansas Avenue, Kansas City, Kansas 66110 ("Colt"). WITNESSETH: WHEREAS, Colt has sold and delivered to the U.S. Army Corps of Engineers (the "Corps"), and to persons and firms having construction contracts directly or indirectly with the Corps, pumping equipment (the "Equipment") for installation at the pumping stations listed in Exhibit A to this Agreement (the "Pumping Stations") which were constructed by the Corps as part of the St. Louis Flood Protection Project; and WHEREAS, the Pumping Stations, including the Equipment, have been turned over to the District and the Corps has no further right or interest in the Equipment; and WHEREAS, the District claims that certain units of the Equipment have failed in operation and are defective; and WHEREAS, Colt, without acknowledging that it has any responsibility for such failures or that the Equipment is defective or that Colt has any legal obligation with respect to any alleged failures or defects, desires to reach an amicable agreement with the District concerning these claims. NOW THEREFORE, in consideration of the foregoing and the mutual covenants contained herein, the District and Colt agree as follows: 1. Within thirty (30) days after the execution of this Agreement by the District and its return to Colt, Colt will pay to the District Sixty-two Thousand and 00/100 Dollars ($62,000.00) as a reduction in the purchase price of the Equipment. 2. In consideration of the refund and payment of such amount, the District shall and hereby does forever release and discharge Colt from any and all past, present, and future claims and causes of action, of whatsoever kind or nature, arising out of or in any manner connected with the Equipment. 3. The District represents and warrants that it is the sole owner of the Equipment and has full responsibility for its operation and use and the District agrees to indemnify and hold harmless Colt from and against any and all claims and causes of action, of whatsoever kind and nature, asserted by third parties arising out of or in any manner connected with the Equipment. IN WITNESS WHEREOF, the parties have executed this Agreement on the day and year first above written. THE METROPOLITAN ST. LOUIS SEWER DISTRICT (Seal) Attest: ________________________ By _____________________________________ Executive Director COLT INDUSTRIES OPERATING CORP, acting by and through its Pump Division (Seal) Attest: ______________________ By __________________________________ President EXHIBIT "A" PUMPING STATIONS Arsenal Baden Prairie Ferry Ferry Pond Salisbury Branch Benton Chambers Brooklyn Dickson Carr Mill Creek Miller Trudeau Barton Louisa Utah