Settlement Agreement

SETTLEMENT AGREEMENT
PARTIES AND DATE:

This Settlement Agreement (“Agreement”) is entered into on this ___ day of November,
2021, by and between Standard Construction Company, Inc., an Arizona Corporation (“Standard”)
on the one hand, and the City of Glendale (“the City”), the State of Arizona acting thorough the
State of Arizona Department of Transportation, on the other. The State of Arizona acting through
the State of Arizona Department of Transportation is referred to herein as “ADOT.” Standard, the
City, and ADOT are referred to herein collectively as “the Parties.”

RECITALS:

A. This Agreement settles a dispute arising out of the construction on New River
Multi-Use Path, Project No. 0000 MA GLN SS84601C CM-GLN-0(222) T (“the Project”).

B. On April 18, 2013, the City and ADOT entered into an Intergovernmental
Agreement (“IGA”) for construction of the Project, based on an agreed upon cost estimate. The
Parties also agreed that the City would be responsible for all costs exceeding this cost estimate.

C. On February 21, 2014, Standard submitted a Proposal and Bid Schedule and was
found to be the lowest responsive and responsible bidder. On April 21, 2014, Standard and ADOT
entered into a contract for construction of the Project (“the Contract”).

D. The Contract provided that the Project would be substantially completed no later
than November 8, 2014, subject to permitted extensions of time for a cost of slightly less than $3
Million.

E. During the course of construction, the Project experienced delays and cost overruns.
As a result, Standard submitted Time Extension Requests (“TERs”) and Change Orders. The
Parties did not resolve the TERs and Change Orders requested by Standard.

F. The work on the Project was substantially completed on or about July 17, 2015.

G. In November 2015, Standard submitted a Request for Equitable Adjustment
(“REA”) to ADOT seeking relief as set forth in the REA.

H. ADOT denied Standard’s REA and asserted certain claims against Standard.

I. Standard and ADOT subsequently engaged in the escalation process set forth in the
Contract but did not resolve the Parties’ Disputes.

J. Standard commenced an action against ADOT in the Superior Court of Maricopa
County on November 29, 2018, Case No. CV2018-014714, Standard Construction Company, Inc.,
an Arizona Corporation, y. State of Arizona; Arizona Department of Transportation, a political
subdivision of the State of Arizona (“the Lawsuit’).

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K. In the Lawsuit, Standard sought to recover all sums it alleged were due and owing
to it in connection with the Project.

L. On December 17, 2018, the City moved to intervene in the Lawsuit. The Superior
Court granted the City’s motion to intervene on January 9, 2019.

M. Without admitting any liability whatsoever but in order to resolve and settle all
disputes between them arising out of the Contract, the Project, the Dispute, and/or the Lawsuit, the
Parties hereby enter into this Agreement.

COVENANTS:

In consideration of the foregoing Recitals and the mutual promises and covenants set forth
herein and for other good and valuable consideration, the receipt and sufficiency of which are
hereby mutually acknowledged by the Parties, the Parties agree as follows:

1. Payment. The City shall pay Standard $598,500.00 (“Payment”) no later than
twenty (20) days after all Parties have signed this Agreement. The Payment shall be made payable
to Standard Construction Company, Inc. and shall be sent by wire transfer as directed by Standard.

2. Dismissal of the Lawsuit with Prejudice. Within three days of Standard’s receipt of
the Payment as required by paragraph 1 above, Standard shall direct its counsel to file a notice of
dismissal of the Lawsuit with prejudice, all parties to pay their own costs and attorneys’ fees
incurred in connection with the Lawsuit and the preparation of this Agreement.

3. Mutual Release. Upon Standard’s receipt of the good funds from the Payment, the
Parties, individually and on behalf of their officers, directors, elected officials, shareholders,
agents, representatives, employees, and respective legal predecessors, successors, and assigns, and
any other person or entity acting in any manner for, by or on behalf of each of them, release and
forever discharge each other and their respective successors, assigns, affiliates, officers, directors,
elected officials, representatives, employees, consultants, agents, accountants and attorneys, acting
in any manner for or on behalf of any of them, from any and all claims, counterclaims, crossclaims,
costs, liabilities, damages, expenses, losses, demands, rights, obligations, attorneys’ fees, actions,
liens and/or suits of whatsoever kind and nature, whether known or unknown, asserted or
unasserted, disclosed or undisclosed, absolute or contingent, actual or consequential, which were
brought or could have been brought in the Lawsuit arising out of or relating to the Contract, the
Project, and/or the Lawsuit prior to the date of this Agreement; provided however that nothing
contained herein does or is intended to release the Parties from any obligation undertaken in this
Agreement. This Mutual Release is a material condition of this Agreement.

4. Attorneys’ Fees. The Parties shall be responsible for their own attorneys’ fees and
costs incurred through the date of this Agreement, provided however that if any of the Parties is
required to take action to enforce any term or provision of this Agreement, then the prevailing
party shall be entitled to recover its reasonable attorneys’ fees and costs incurred in such action as
awarded by the Court sitting without a jury.

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5. Execution of Agreement. This Agreement may be executed in counterparts, may
be executed electronically and may be delivered by facsimile and/or email.

6. No Oral Change. This Agreement and any provisions hereof may not be modified,
amended, waived, extended, changed, discharged or terminated orally, or by any act or failure to
act by any of the Parties, but only by an agreement in writing signed by the party against whom
the enforcement of any modification, amendment, waiver, extension, change, discharge or
termination is sought.

7. Successors and Assigns. This Agreement shall be binding upon and inure to the
benefit of the Parties and their respective successors and assigns.

8. Further Actions. The Parties shall take all actions reasonably necessary to carry
out the provisions and purposes of this Agreement.

9. Severable Agreement. If any provision of this Agreement is held to be illegal,
invalid or unenforceable for any reason, such provision shall be fully severable from the
Agreement and the remaining provisions shall be fully enforceable and effective notwithstanding
the severance of the offending provision.

10. | Choice of Law. The validity, construction, interpretation and administration of this
Agreement shall be governed by the laws of the state of Arizona. Any action or lawsuit to enforce
the terms of this Agreement shall be exclusively brought in Maricopa County Superior Court,
Arizona.

11. Integration Clause. This Agreement constitutes the full and complete
understanding of the Parties with respect to the subject matters addressed in the Agreement. This
Agreement supersedes any and all prior or contemporaneous oral agreements or understandings
and is the final agreement of the Parties with respect to the subject matters addressed in the
Agreement.

12. Authority to Sign. Each person signing this Agreement represents and warrants
that he or she is duly authorized and empowered by the entity on whose behalf he or she is
executing this Agreement to execute this Agreement, that he or she has the power and authority to
bind the party on whose behalf he or she is executing this Agreement to the terms and conditions
set forth herein, and that the party on whose behalf he or she is executing this Agreement will be
fully bound to the terms and conditions of this Agreement by his or her signature below.

13. No Admission. This Agreement is the result of a compromise and settlement of
disputed claims and is not, and shall not be, construed as an admission of liability by any Party
herein. No action taken by the Parties hereto, either previously or in connection with this
Agreement will be deemed or construed to be: (a) an admission of the truth or falsity of any claims;
or (b) an acknowledgment or admission by a Party of any fault or liability whatsoever to the other
Party or to any third party.

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14. Approval of Glendale City Council. The Parties recognize that the approval of this
Agreement is conditioned on the Glendale City Council’s authorization of its terms and the
appropriation of adequate funding. The City does not guarantee that the budget item will be
actually adopted and the appropriation actually made, as this is a legislative act of the City Council
that cannot be pre-determined. If the City Council does not approve this Agreement, the Parties
acknowledge that the Agreement shall become null and void.

STANDARD CONSTRUCTION
COMPANY, INC. an Arizona Corporation

v
Trees user
CITY OF GLENDALE
By
Its

STATE OF ARIZONA acting through the
ARIZONA DEPARTMENT OF
TRANSPORTATION

By.
Its

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