SETTLEMENT AGREEMENT AND MUTUAL RELEASE

This Settlement Agreement andMuhial Release ("this Agreement") is made and

entered into this 20th day ofDecember, 2018 ("Effective Date") between the Scottsdale
Unified School Distnct (the "District") and Hunt & Caraway Architects, Ltd. ("H&C")
(hereinafter collectively refen-ed to at times as"the Paities" andindividually as a
"Pai-ty").

RECITALS
WHEREAS, H&C entered into a Master Agreement Between Architect/Engineer
And 1GPA, Contract No. 16-058-07, effective April 20, 2016 with IGovemment
Procurement Alliance ("1GPA"), a nonprofit coi-poration organized under Ai-izona law
for the purpose of administrating cooperative pm-chasing agreements ("Master
Agreement").
WHEREAS, the District selected H&C as an architect to provide services under
the MasterAgreement.
WHEREAS, H&C has provided certain services to the Disti-ict for a number of
constmction projects, includmg tfae following projects, which are the subject ofthis
Agreement (collectively "the Projects"):
(a) Hopi Elementaiy School project ("Hopi Project"),
(b) PimaElementaiy School project ("Pima Project"),
(c) Hohokam Elementaiy School project ("Hohokam Project"),
(d) Centi-al Kitchen project, ("Central Kitchen Project")
(e) Three Sports Fields project ("Spoils Fields Project")
(f) Pre-Bond Work.
WHEREAS, cei-tain disputes have ai-isen between the District and H&C with
regard to amounts paid or still outstanding for the seivices ofH&C and its consultants on
the Projects ("the Disputes").

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 WHEREAS, the District, H&C and others are alsonamed parties to an action filed
by the State ofArizona, ex. rel., Mark Bmovich v. Scottsdale Unified School District
#48, et. al., CV 2018-003472 in the Superior Court ofthe State ofArizona, Maricopa
County (the"Lawsuit"),whichtheDisti-icthassettled.
WHEREAS, the Parties agree that it is their intent in entering into this Agreement
to fully andfmally discharge eachotherfrom anyandall claims eitherexpressly made, or
those claims which could have beenmade involving the Disputes and the Lawsuit,
consistent with the teims of this Agreement.
NOW, THEREFORE, in consideration and mutual execution of this Agreement,
delivery ofpayments referenced herein, aiid the respective recitals, promises, covenants,
acts, conditions, releases and agreements contained in tihis Agreement, andintendmg to
be legally bound, theParties agreeto settle theDisputes, theLawsuitandcovenantand
agree as follows:
AGREEMENT

1. lacor oration of Recitals

The Recitals set forth above are incoiporated herein by reference.

2. Consideration for this A reement

a. Within twenty calendar days (20) from the date whenthis Agreement is
fully executed and approved by the Governing Board ("Board"), the Parties shall pay or
cause to be paid the following sums:
i. With respect to additional/supplemental services on the Hopi and
Pima Projects, District shall pay H&C the sum ofTwo Hundred Sixty Thousand Five
Hundred and Sixty-Five Dollars ($260, 565. 00) for the Hopi Campus and Exterior
Revisions and Eighty-Five Thousand Dollars ($85, 000. 00), whichtotals Three Hundred,
Foi-ty-Five Thousand, Five Hundred Sixty-Five Dollars and 00/100 Cents ($345, 565. 00)
(hereinafter, the "Hopi/Pima Settlement Funds"). The payment by the Disti-ict ofthe
Hopi/Pima Settlement Funds shall be in compromise and satisfaction of all sums due for
additionaVsupplemental services for the Hopi andPimaprojects identified below and
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H&C agreesnotto seekanyfurther payments forthe below statedadditional and
supplemental services from the Disti-ict for these two projects:

Ho i Pro'ect

Campus and exterior revisions $260, 565. 00

Campus and exterior revisions classroom pod removal $28, 330. 00

Courtyard and landscape revisions $8, 135. 00

Driveway b-affic control re-design $18, 655. 00

Pima Pro'ect

Classroom pod removal $27, 595. 00

Courtyard and landscape revisions $4, 175. 00

Gym and cafe re-design $44, 520. 00

ii. With respect to the Sports Fields Project, District will pay H&C
$5,250. 00 in compromise andsatisfaction ofall remaming suins that H&C is seeking
from fheDistirict for the Sports Fields Project andH&C agreesnot to seek any further
payments from the District for the Sports Fields Project
iii. With respect to the Central Kitchen Project, H&C will refund
$16,485. 63 to the Distnct and agrees not to seek any further payments j&om the Dista-ict
for the Centi-al Kitchen Project.
iv. Upon receipt by H&C of the above-referenced payments and
clearance of same, H&C shall pay in full all amounts then due andpayable to
subconsultahts on the Projects; shall obtain from the subconsultants andrecord fully
executed releases of mechanics and material liens, and any and all other documents
necessary for release of claims; shall provide such documents to the Disti-ict in a timely
fashion; and shall mdeimiify andhold harmless the Distiict from any and all claims made
by subconsultants with regardrecovery of outstanding invoices that are the subject ofthe
Disputes.
b. In addition, the Pai-ties agree to the following:

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 i. With respect to the Hohokam Project, H&C agrees to waive all ofits
outstanding fees in the amount of $105, 427. 50. H&C wUl seek no ftu-ther payment from
the Disti-ict on the Hohokam Project, andthe Disti-ict agrees not to seekreimbursement of
funds already paidto H&C for the Hohokam Project andCheyenne.
ii. With respect to Pre-Bond Work, all amounts previously paid to
H&C will remam, andneither Party will seekfurther payments or reimbursements for
such work.
3. ReDresentaCions and Warranties bv the Parties
The Parties are entering into this Agreement in reliance on the following
representations and wan-anties, all of which the Pailies acknowledge to be material:
a. Each Party warrants and represents that the execution, delivery and
perfoi-mance by them oftheir respective obligations under this Agreement (i) does not
contravene any law or any contractual provision binding on them; and (ii) does not
require any consent or approval ofanyperson or governmental authority except such
consents and approvals that have been obtained;
b. Each Party wairants and represents that this Agreement constitutes a legal,
valid and binding obligation and is enforceable in accordance with its terms; and
c. Each Party wan-ants andrepresents tiiat it has not assigned or otherwise
transfen-ed (voluntaiily or involuntarily) in any manner any claim of any kind relating to
the subject matter of this Agreement.
4. Mutual Release

a. The Parties each agree that they will not file any legal action, including but
not limited to a lawsuit, arbitration, complaint with any professional registration board, or
any other proceeding, againstthe other Pai-tywith respect to the Disputes andthe
Lawsuit. However, this Section 4 does not prohibit or otherwise resta-ict either of the
Parties from suing the other Paity to enforce the teims ofthis Agreement.
b. The Pai-ties, on behalf of themselves and their respecdve heirs,
administi-ators, executors, affiliates, predecessors, successors, assigns, officers, directors,
partners, shcu-eholders, members and attorneys, sureties, insurers, employees, principals,
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andagents dohereby mutually release andforever discharge the others andtheir
respective administrators, executors, affiliates, predecessors, successors, assigns, officers,
directors, paitaers, shareholders, members and attorneys, sureties, insm-ers, employees,
principals, andagentsofandfrom anyandallknownclaims, rights, demands, causesof
action, ofwhatsoever kind or nahire, acci-ued or not yet accrued in connection any claims,
counterclaims or cross-claims asserted or which could have been asserted with respect to
the Disputes between the Parties addressedherein.
c. The Parties understand that the releases set foi-th in this Section 4
collectively consdhzte a full andfmal muhial release ofall claims among them related to
the Disputes and the Lawsuit.
d. Notwithstanding anythmg to the contrary, the Distnct does not waive or
release its right to Couit-ordered restitition in the event a criminal complaint is filed.
e. The release herein is intended to and is limited to a release for the payment
of the sums referenced herein as to the Disputes and any known claun concerning the
procurement allegations raisedby the State ofArizona in the Lawsuit, andthe District
doesnot release any other claims, rights, demands, or causes of actionthe Distnct has or
may have against H&C or its officers or agents under the Master Agreement for
workmanship, warranties, negligence, defects in design or perfonnance by H&C under
the Master Agreement.
5. No Admissions or Waivers

The Parties desire to resolve the Disputes m an amicable fashion and have entered
into this Agreement in good faith and with the desire to forever compromise and setde
the Disputes. This Agreement will notbeused or consti-ued in anywayby either Paity or
third pally as an admission of liability or wrongdoing by any Pai-ty to this Agreement.
The Pai-ties do not admit the sufficiency of any claims, allegations, assertions,
contentions or positions ofthe other Paity, or the sufficiency of any defenses to any such
claims, allegations, assertions, contentions or positions. Further, in making this
Agreement, the Pai-ties agree that the covenants and releases comprising this Agreement
are not intended to be admissions of liability, negligence, willful conduct, breach of

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confa-act, or fault ofanykind whatsoever, by either Paity. Finally, nothing contained in
thisAgreement shallbeconsti-uedasa waiverorrelease ofanyprovisions containedin
the contracts the Parties entered with respect to tfaeProjects, nor ofany claims, whether
existing, potential orfuture, thatmay existthat areunrelated tothe Disputes addressed by
this Agreement.
6. Good Faith Settlement
The Parties wairant, represent and agree that this settlement has been entered into
in good faith, at amis' length, is without collusion, and is the product ofthe negotiation
of adverse mterests as between the Pai-ties. This Agreement is the product ofnegotiation
andpreparation by andamong the Parties andtheir respective attorneys.
7. Acknowled mentofRe resentation
Inthe execution ofthis Agreement, andthe negotiations leading thereto, each
Party was represented by counsel ofits own selection. Prior to the execution ofthis
Agreement by eachParty, the Party's attorney received this Agreement andadvised the
Partywithrespectto the advisability ofmakingthe settlement andreleaseprovided
herein and of executing fhis Agreement. Counsel for the Parties has participated in the
preparation ofthis Agreement. This Agreement was subject to revision andmodification
by all Parties andhasbeenacceptedandapproved asto its fmal fonnby counsel for all
Parties in consultation with their respective clients. Accordingly, any ambiguity existing
in this Agreement shall not be inteq)reted against any Paity as a result ofthe manner of
the preparation of this Agreement.
8. Corn lete A eeiuent

This Agreement constitutes the sole and entire agreement between the Parties
hereto with regard to the subject matter hereof and supersedes. any and all understandings
and agreements madeprior hereto. There are no collateral understandings,
representations, or agreements otherthanthose containedherein. Noprovision ofthis
Agreement shall be amended, waived or modified exceptby aninsft-ument in wi-iting,
signed by all Parties hereto.

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9. Additional Instruments
ThePartiesagreeto cooperate fully andto execute anyandall supplementaiy
documents andtake any andall additional actions thatmay benecessaiy andappropriate
to give full force andeffect to the tei-ms andintent ofthis Agreement.
10. Public Documents
ThePailiesacknowledgethatthefactaiidterms ofthisAgreement area matter of
public record, pm-sumt to A. R. S. §39-121 el seq.
11. Governin Law
ThisAgreement shallbegovernedinaUrespects, whetherastovalidity,
construction, capacity, performance or otherwise, bythelaws ofthe StateofArizona. If
anyprovision ofthisAgreement isheldby a coui-tor arbitrator ofcompetent jurisdiction
to be mvalid, void, orunenforceable for whatever reason, the remainiiig provisions ofthis
Agreement shallnevei-theless continue m fall force andeffectwithout beingimpaired in
anymannerwhatsoever. TheParties further agreethatthe Courts ofthe StateofArizona
havepersonaljurisdiction overtheParties, andintheeventanylegalproceedingsare
required to enforce theteims ofthisAgreement, venue for any suchaction shalllie inthe
Superior Coiu-t ofMaricopa County, Ai-izona.
12. Attoroe s' Fees and Costs
The Paities hereby agree that eachwill beresponsible for their own attorneys' fees
andcosts associated withthe Disputes andthe Lawsuit. In the event that either Paity
shouldbringanactionor otherproceedingagainsttheotherPartyfortheenforcement of,
or seek a declaration asto, or assertby way ofdefense, any tei-m or provision ofthis
Agreement, thereshallbeanawardofreasonable attorneys' feesandcoststothe
prevailing Pai'ty.
13. Counter arts

ThisAgreement maybe executed in countei-paits, all ofwhich, whentaken

together, shallconstitute onemdthe sameinsti-ument. ThePai-tiesherebyagreethatthe
deliveiy offacsimile or email signatures shall be acceptable andshall for all pui-poses be
deemed to have the same force and effect as original signatures.

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14. Continued Performance

As the Hopi and Pima Projects are ongoing, H&C Agrees that upon receipt ofthe
approval bythe Board andan executed copy ofthis Agreement from the Disti-ict, H&C
and its subconsultants shall resume work to complete these projects.
The Paities execute this Agreement as ofthe Effective Date.

SCOTTSDALEUNTFIEDSCHOOL HUNT <& CARAWAY ARCHITECTS,

DISTRICT LTD.

By (MJO^L.
Its; f^^-S \d ^~\ Its:

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