SETTLEMENT AGREEMENT BETWEEN THE UNITED STATES OF AMERICA AND THE CAVALIERS OPERATING COMPANY, LLC

V. IMPLEMENTATION AND ENFORCEMENT OF AGREEMENT

44. In consideration of the terms of this Agreement as set forth above, the sufficiency of which is acknowledged by the Parties, the United States waives any and all claims which it could have maintained on behalf of the Recipients with respect to any and all complaints made by the Recipients to the United States up to the Effective Date of this Agreement (as defined in Paragraph 54), except as set forth in Paragraph 47.  Nothing in this Agreement is intended to be or shall be construed as an admission of or finding against the Cavs of a violation of the ADA.

45. The United States may review compliance with this Agreement at any time.

46. Failure by the United States to enforce this entire Agreement or any provision thereof with regard to any deadline or any other provision herein shall not be construed as a waiver of its right to do so with regard to other deadlines and provisions of this Agreement.  Further, if any term of this Agreement is determined by any court to be unenforceable, the other terms of this Agreement shall nonetheless remain in full force and effect.

47. In the event that the Cavs fail to comply in a timely fashion with any requirement of this Agreement without obtaining sufficient advance written agreement with the United States as to a temporary modification of the relevant terms of the Agreement, the Parties shall attempt to resolve the concerns in good faith.  Specifically, if either party becomes aware of a potential violation of the Agreement, it shall provide the other side written notice.  The Cavs shall have 30 days to cure and/or respond in writing to the alleged violation.  If, after further discussion with the Cavs, the United States believes that the Cavs have violated the Agreement and the ADA, and that such violation has not been sufficiently cured, the United States may bring an action to enforce the Agreement.

48. All provisions of this Agreement shall be binding on the Cavs and their successors in interest in ownership or operation of Quicken Loans Arena, and the Cavs have a duty to so notify all such successors in interest.

49. This Agreement is limited to the facts set forth in it.  The Agreement does not purport to remedy any potential violations of the Americans with Disabilities Act or any other federal law, nor is it intended to certify that no such violations exist.  Compliance with this Agreement does not necessarily render the Cavs or Quicken Loans Arena to be in compliance with the ADA.  This Agreement is not intended to certify or signify such compliance, or a finding of compliance by the United States, and it cannot be used in any proceeding to signify such.

50. This Agreement does not affect the continuing responsibility of the Cavs and Quicken Loans Arena to comply with all aspects of the ADA.

51. This Agreement is a compromise of claims, and it is not intended to reflect any legal interpretations of any provisions of the ADA by the United States, and it cannot be used in any proceeding to demonstrate such legal interpretations.

52. This Agreement constitutes the entire agreement between the Parties on the matters raised herein, and no other statement, promise, or agreement, either written or oral, made by either party or agents of either party, that is not contained in this written Agreement, shall be enforceable or admissible in any Court of law. 

53. This document, and all information contained in it, are public.  The Parties will provide a copy of this Agreement to any person upon request. 

54. The Effective Date of this Agreement is the date of the last signature below.  With respect to the Cavs’ obligations in this Agreement only, this Agreement shall remain in effect until three (3) years after the Effective Date.

55. A signer of this document in a representative capacity for a partnership, corporation, or other entity, represents that he or she is authorized to bind such partnership, corporation, or other entity to this Agreement.

56. Notices of any kind required or contemplated under this Agreement shall be made by mailing the same via U.S. Postal Service, first class certified mail, return receipt requested, and notice shall be deemed given on the date of receipt of the same.  Notice to the United States shall be mailed to: Adam Hollingsworth, Assistant United States Attorney, at the address below.  Notices to the Cavs shall be mailed to Jason Hillman, Company Counsel, at the address below.

57. Deadlines listed in this Agreement which fall on weekends or holidays will be extended to the next business day.