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SETTLEMENT AGREEMENT AND MUTUAL RELEASE This Settlement Agreement and Mutual Release ("Release") is entered into August 2014 ("Effective Date") between FP, LLC, an Arizona limited liability company, as successor in interest to ALSTRA INDUSTRIES, INC. an Arizona corporation (collectively "Alstra"), and the City Of Moscow, Idaho, an municipal corporation of the State of Idaho, 206 East Third Street, Moscow, Idaho, 83843 ("Moscow"). All of the foregoing named entities shall be collectively referred to herein as "the Parties." 1. In July 2013, the City of Moscow entered into an agreement (the "Agreement") with Specialty Pumps of Spokane, Washington and Alstra, in connection to Moscow's well site #9 repair (the "Well #9 Repair"). 2. During one of the installations of the motor provided by Alstra at Well site the motor suffered damage. A dispute arose between Alstra and Specialty Pumps about whether the motor was damaged by improper installation or mechanical failure (the "Dispute"). There is no current or existing lawsuit related to the Dispute. 3. The Parties to this Release wish to fully and finally resolve any and all claims that exist between them, known or unknown, arising out of the Agreement concerning Well #9 repair or relating to the installation of the motor at Well The Parties enter into this Release as a compromise and settlement of disputed claims in order to fully and finally resolve all disputes between them arising from, in connection with, or in any manner related to the Agreement, the Dispute or the Well #9 Repair. 4. Upon execution of this Release, Moscow agrees to deliver in good United States funds in the amount of Thirteen Thousand Five Hundred Dollars ($13,500) (the "Settlement Amount") made payable to the Nye Ltd, Attorneys IOLTA Trust Account and delivered to: Nye Ltd, Attorneys c/o Benjamin J. Branson, Esq. 9141 East Hidden Spur Trial, Suite 105 Scottsdale, Arizona 85255 5. Upon Moscow's timely payment, Alstra waives any right it believes it has to file any lawsuit against Moscow in any jurisdiction in connection with the Agreement relating to Well #9 Repair. 6. Moscow, its employees, agents, attorneys, representatives, successors, administrators, subsidiaries, affiliates and assigns, whether known or unknown, do hereby release and forever discharge Alstra and their respective officers, directors, managers, shareholders, employees, attorneys, successors, and assigns, whether known or unknown, from any and every claim, liability, obligation and cause of action, of any nature whatsoever, whether SETTLEMENT AGREEMENT AND MUTUAL RELEASE PAGE l OF 3 2.0tL\-53 ---PAGE BREAK--- presently known or unknown, whether presently existing or arising in the future, which arise directly or indirectly from or in any manner related to the Agreement, the Dispute or the Well #9 Repair. It is the express intent of the Parties that this Release be construed broadly so as to eliminate claims, liabilities, obligations and causes of action expressly stated or implied so as to be a complete resolution and discharge of the rights, obligations and liabilities between Moscow and Alstra with no issues remaining between them with respect to the Agreement, the Dispute or the Well #9 Repair. 7. Alstra, its employees, agents, attorneys, representatives, successors, administrators, subsidiaries, affiliates and assigns, whether known or unknown, do hereby release and forever discharge Moscow and their respective officers, directors, managers, employees, attorneys, successors, and assigns, whether known or unknown, from any and every claim, liability, obligation and cause of action, of any nature whatsoever, whether presently known or unknown, whether presently existing or arising in the future, which arise directly or indirectly from or in any manner related to the Agreement, the Dispute, or the Well #9 Repair. It is the express intent of the Parties that this Release be construed broadly so as to eliminate claims, liabilities, obligations and causes of action expressly stated or implied so as to be a complete resolution and discharge of the rights, obligations and liabilities between Alstra and Moscow with no issues remaining between them with respect to the Agreement, the Dispute or the Well #9 Repair. 8. Each of the Parties to this Release severally represents and warrants that it has not assigned, transferred or conveyed any of its respective rights, claims or causes of action relating to the subject matter of this Release. 9. The Parties expressly acknowledge that this Release inures to the benefit of, and forever binds, the respective successors, parents, subsidiaries, affiliates, administrators, representatives, insurers, assigns, agent, owners, employees and attorneys of the Parties. 10. The Parties to this Release hereby acknowledge it has been represented by counsel relating to the matters contained in this Release and is not relying on any representation or the existence or absence of any fact or law applicable to this Release except as expressly stated in this Release. 11. The Parties deny all fault and liability arising out of any potential claim as a result of the Agreement, the Dispute or the Well #9 Repair. Each Party agrees to pay its own attorneys' fees and costs. 12. The Parties expressly warrant that the individuals executing this Release have the full authority to bind the respective Parties to the terms and conditions of this Release. 13. This Release may be executed in counterparts which, when taken together, shall constitute a single document. 14. This Release is the complete and entire agreement between the undersigned Parties regarding the subject matter of this Release and supersedes and replaces all prior SETTLEMENT AGREEMENT AND MUTUAL RELEASE PAGE20F3 ---PAGE BREAK--- negotiations and agreements, both written and oral, between the Parties relating hereto. There are no other agreements, promises, representations or understandings between the Parties to the Release and this Release is a fully integrated document. This Release shall not be altered, modified or amended except by written agreement signed by the Parties. MOSCOW: CITY OF Moscow, IDAHO, a municipal corporation of the State of Idaho By: f)M Bill Lambert, Mayor ALSTRA: FP, LLC, an Arizona limited liability company SETTLEMENT AGREEMENT AND MUTUAL RELEASE ATTEST: PAGE3 OF3