Common use of IMPLEMENTATION AND ENFORCEMENT Clause in Contracts

IMPLEMENTATION AND ENFORCEMENT. 22. The United States may monitor compliance with this Agreement at any time, including, but not limited to, by conducting tests at any offices or locations at which ▇▇▇▇ conducts activities related to housing. ▇▇▇▇ agrees to cooperate with the United States in any review of compliance with this Agreement. Upon reasonable notice, ▇▇▇▇ shall permit counsel for the United States to inspect and copy all non-privileged records pertinent to this Agreement. Unless such inspection or copying is otherwise provided for in this Agreement, if non-privileged records sought by the United States contain personally identifiable information (“PII”) or financial information of ▇▇▇▇ or third parties, the Parties shall first meet and confer to discuss appropriate measures to protect that information from disclosure, including the use of redactions to protect portions of the documents containing or constituting PII. Nothing in this provision, however, shall constitute a waiver of any rights the United States may have in any action to enforce the terms of this Agreement. 23. The Parties shall endeavor in good faith to resolve informally any differences regarding interpretation of or compliance with this Agreement prior to initiating court action. If the United States believes that ▇▇▇▇ has failed to perform in a timely manner any act required by this Agreement, or has otherwise not acted in conformance with any provision thereof, whether intentionally or not, the United States shall notify ▇▇▇▇ in writing of its concerns via email and United States mail to the email and mailing addresses specified by ▇▇▇▇ in Attachment ▇. ▇▇▇▇ shall have thirty (30) days from the date of the United States’ notification to cure the breach. 24. If the United States and ▇▇▇▇ are unable to reach a resolution within thirty (30) days, as contemplated in the preceding Paragraph, the Parties agree that the United States may move to restore the Civil Action to the active docket for purposes of resolution of any such claim of breach, or may file a separate lawsuit for breach of this Agreement, or any provision thereof, in the United States District Court for the Northern District of California. This Court shall serve as the exclusive jurisdiction and venue for any dispute concerning this Agreement. In any such action, the Parties consent to and agree not to contest the jurisdiction of this Court. The Parties further acknowledge that venue in this Court is appropriate and agree not to raise any challenge on this basis. 25. In the event the United States, as contemplated by Paragraph 24, reopens the Civil Action or files a new civil action to remedy breach of this Agreement, the United States may seek, and the Court may grant as relief, the following: 1) an order mandating specific performance of any term or provision in this Agreement, without regard to whether monetary relief would be adequate; and 2) any additional relief that may be authorized by law or equity. ▇▇▇▇ expressly agrees not to count the time during which this Agreement is in place, or use the terms or existence of this Agreement, to plead, argue, or otherwise raise any defenses under theories of claim preclusion, issue preclusion, statute of limitations, estoppel, laches, or similar defenses. Nothing in this Agreement is intended to waive any defenses under these theories applicable to a period in which this Agreement is not in place. 26. Failure by the United States to enforce any provision of this Agreement shall not operate as a waiver of the United States’ right or ability to enforce any other provision of this Agreement. 27. Upon receipt of confirmation of ▇▇▇▇’▇ first payment as contemplated in this Agreement, the United States and ▇▇▇▇ shall jointly move the Court for dismissal with prejudice of the claims against ▇▇▇▇ in the Civil Action, subject to its reopening as set forth in Paragraph

IMPLEMENTATION AND ENFORCEMENT. 2227. The United States may monitor compliance with this Agreement at any time, including, but not limited to, by conducting tests at any offices or locations at which ▇▇▇▇▇▇▇ conducts activities related to housing. ▇▇▇▇▇▇▇ agrees to cooperate with the United States in any review of compliance with this Agreement. Upon reasonable notice, ▇▇▇▇▇▇▇ shall permit counsel for the United States to inspect and copy all non-privileged records pertinent to this Agreement. Unless such inspection or copying is otherwise provided for in this Agreement, if non-privileged records sought by the United States contain personally identifiable information (“PII”) or financial information of ▇▇▇▇ or third parties, the Parties shall first meet and confer to discuss appropriate measures to protect that information from disclosure, including the use of redactions to protect portions of the documents containing or constituting PII. Nothing in this provision, however, shall constitute a waiver of any rights the United States may have in any action to enforce the terms of this Agreement. 2328. The Parties shall endeavor in good faith to resolve informally any differences regarding interpretation of or compliance with this Agreement prior to initiating court action. If the United States believes that ▇▇▇▇▇▇▇ has failed to perform in a timely manner any act required by this Agreement, or has otherwise not acted in conformance with any provision thereof, whether intentionally or not, the United States shall notify ▇▇▇▇▇▇▇ in writing of its concerns via email and United States mail to the email and mailing addresses specified by concerns. ▇▇▇▇ in Attachment ▇. ▇▇▇▇ shall have thirty fifteen (3015) days from the date of the United States’ notification to cure the breach. 2429. If the United States and ▇▇▇▇▇▇▇ are unable to reach a resolution within thirty fifteen (3015) days, days as contemplated in the preceding ParagraphParagraph 28, the Parties agree that the United States may move to restore the Civil Action to the active docket for purposes of resolution of any such claim of breach, reinstate its claims against ▇▇▇▇▇▇▇ or may file a separate lawsuit for breach of this Agreement, or any provision thereof, in the United States District Court for the Northern District of California. This Court shall serve as the exclusive jurisdiction and venue for any dispute concerning this Agreement. In any such action, the Parties consent ▇▇▇▇▇▇▇ consents to and agree not to contest the personal jurisdiction of over her by this Court, and agrees to waive all affirmative defenses, including the statute of limitations in the Civil Action. The Parties ▇▇▇▇▇▇▇ further acknowledge acknowledges that venue in this Court is appropriate and agree agrees not to raise any challenge on this basis. 2530. In the event the United States, States seeks to enforce or collect on a Judgment as contemplated allowed by Paragraph 24, reopens the Civil Action Paragraphs 18-20 and/or reinstates its claims or files a new civil action as contemplated by Paragraph 29 to remedy a breach of this Agreement, the United States may seek, and the Court may grant as relief, the following: 1) an order mandating specific performance of any term or provision in this Agreement, without regard to whether monetary relief would be adequate; 2) an award of reasonable attorneys’ fees and 2costs incurred in bringing an action to remedy breach of this Agreement; and 3) any additional relief that may be authorized by law or equity. If the claims are reinstated and/or if a new civil action is filed, ▇▇▇▇▇▇▇ expressly agrees not to count the time during which this Agreement is in place, or use the terms or existence of this Agreement, to plead, argue, argue or otherwise raise any defenses under theories of claim preclusion, issue preclusion, statute of limitations, estoppel, laches, or similar defenses. Nothing in this Agreement is intended to waive any defenses under these theories applicable to a period in which this Agreement is not in place. 2631. Failure by the United States any party to enforce any provision of this Agreement shall not operate as a waiver of the United States’ right or ability to enforce any other provision of this Agreement. 2732. Upon receipt of confirmation the first monthly payment of ▇▇▇▇’▇ first payment no less than $25, as contemplated in by Paragraph 22 of this Agreement, the United States and ▇▇▇▇▇▇▇ shall jointly move the Court for dismissal with prejudice of the United States’ claims against ▇▇▇▇▇▇▇ in the Civil Action, Action subject to its reopening Paragraphs 18-21 and/or reinstatement as set forth in ParagraphParagraph 29 above. The Parties shall attach a copy of this Agreement to the joint motion.

IMPLEMENTATION AND ENFORCEMENT. 22. The United States may monitor review compliance with this Agreement agreement at any time, including, but not limited to, by conducting tests at any offices or locations at which ▇▇▇▇ conducts activities related to housing. ▇▇▇▇ agrees to cooperate with time and may enforce this agreement if the United States in believes that it or any review of compliance with this Agreement. Upon reasonable notice, ▇▇▇▇ shall permit counsel for the United States to inspect and copy all non-privileged records pertinent to this Agreement. Unless such inspection or copying is otherwise provided for in this Agreement, if non-privileged records sought by the United States contain personally identifiable information (“PII”) or financial information of ▇▇▇▇ or third parties, the Parties shall first meet and confer to discuss appropriate measures to protect that information from disclosure, including the use of redactions to protect portions of the documents containing or constituting PII. Nothing in this provision, however, shall constitute a waiver of any rights the United States may have in any action to enforce the terms of this Agreement. 23. The Parties shall endeavor in good faith to resolve informally any differences regarding interpretation of or compliance with this Agreement prior to initiating court actionrequirement thereof has been violated. If the United States believes that ▇▇▇▇ this agreement or any portion of it has failed been violated, it will raise its concern(s) with the City of Ansonia and the parties will attempt to perform resolve the concern(s) in a timely manner any act required by this Agreement, or has otherwise not acted in conformance with any provision thereof, whether intentionally or not, the good faith. The United States shall notify ▇▇▇▇ in writing will give the City of its concerns via email and United States mail to the email and mailing addresses specified by ▇▇▇▇ in Attachment ▇. ▇▇▇▇ shall have Ansonia thirty (30) days from the date it notifies the City of the United States’ notification to cure the breach. 24. If the United States and ▇▇▇▇ are unable to reach a resolution within thirty (30) days, as contemplated in the preceding Paragraph, the Parties agree that the United States may move to restore the Civil Action to the active docket for purposes of resolution Ansonia of any such claim of breach, or may file a separate lawsuit for breach of this Agreementagreement to cure that breach, or prior to instituting any provision thereof, in action with the United States District Court for the Northern District of California. This Court shall serve as the exclusive jurisdiction and venue for any dispute concerning this Agreement. In any such action, the Parties consent to and agree not to contest the jurisdiction of this Court. The Parties further acknowledge that venue in this Court is appropriate and agree not to raise any challenge on this basis. 25. In the event the United States, as contemplated by Paragraph 24, reopens the Civil Action or files a new civil action to remedy breach of this Agreement, the United States may seek, and the Court may grant as relief, the following: 1) an order mandating specific performance of any term or provision in this Agreement, without regard to whether monetary relief would be adequate; and 2) any additional relief that may be authorized by law or equity. ▇▇▇▇ expressly agrees not to count the time during which this Agreement is in place, or use the terms or existence of this Agreement, to plead, argue, or otherwise raise any defenses under theories of claim preclusion, issue preclusion, statute of limitations, estoppel, laches, or similar defenses. Nothing in this Agreement is intended to waive any defenses under these theories applicable to a period in which this Agreement is not in place. 26. Failure by the United States to enforce any provision or deadline of this Agreement agreement shall not operate be construed as a waiver of the United States’ its right or ability to enforce any other provision provisions or deadlines of this Agreement. 27agreement. Upon receipt This agreement constitutes the entire agreement between the parties relating to Department of confirmation of Justice Complaint No. ▇▇▇-▇’▇ first payment as contemplated in this Agreement, the United States and ▇-▇▇▇▇ , and no other statement, promise, or agreement, either written or oral, made by any party or agents of any party, that is not contained in this written agreement, including its attachments, shall jointly move the Court for dismissal with prejudice be enforceable. This agreement does not purport to remedy any other potential violations of the claims against ▇▇▇▇ ADA or any other federal law. This agreement does not affect the City’s continuing responsibility to comply with all aspects of the ADA. 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, provided, however, that if the Civil Actionseverance of any such provision materially alters the rights or obligations of the parties, subject the parties shall engage in good faith negotiations in order to adopt mutually agreeable amendments to this agreement as may be necessary to restore the parties as closely as possible to the initially agreed upon relative rights and obligations. The individuals signing this agreement represent they are authorized to bind the parties to this agreement. This agreement shall be binding on the City of Ansonia, its reopening agents and employees, successors and assigns. Section titles and other headings contained in this agreement are included only for ease of reference and shall have no substantive effect. The parties agree that facsimile signatures on this agreement are acceptable for purposes of execution and that this agreement may be executed in counterpart. The effective date of this agreement is the date of the last signature below. All notices, demands, or other communications to be provided pursuant to this agreement shall be in writing and delivered by fax or overnight mail to the following persons and addresses (or such other persons and addresses as set forth any party may designate in Paragraphwriting from time to time):

IMPLEMENTATION AND ENFORCEMENT. 2227. The United States may monitor compliance with this Agreement at any time, including, but not limited to, by conducting tests at any offices or locations at which ▇▇▇▇▇▇▇ conducts activities related to housing. ▇▇▇▇▇▇▇ agrees to cooperate with the United States in any review of compliance with this Agreement. Upon reasonable notice, ▇▇▇▇▇▇▇ shall permit counsel for the United States to inspect and copy all non-privileged records pertinent to this Agreement. Unless such inspection or copying is otherwise provided for in this Agreement, if non-privileged records sought by the United States contain personally identifiable information (“PII”) or financial information of ▇▇▇▇ or third parties, the Parties shall first meet and confer to discuss appropriate measures to protect that information from disclosure, including the use of redactions to protect portions of the documents containing or constituting PII. Nothing in this provision, however, shall constitute a waiver of any rights the United States may have in any action to enforce the terms of this Agreement. 2328. The Parties shall endeavor in good faith to resolve informally any differences regarding interpretation of or compliance with this Agreement prior to initiating court action. If the United States believes that ▇▇▇▇▇▇▇ has failed to perform in a timely manner any act required by this Agreement, or has otherwise not acted in conformance with any provision thereof, whether intentionally or not, the United States shall notify ▇▇▇▇▇ ▇▇▇▇▇▇▇ in writing of its concerns via email and United States mail to the email and mailing addresses specified by concerns. ▇▇▇▇ in Attachment ▇. ▇▇▇▇ shall have thirty fifteen (3015) days from the date of the United States’ notification to cure the breach. 2429. If the United States and ▇▇▇▇▇▇▇ are unable to reach a resolution within thirty fifteen (3015) days, as contemplated in the preceding ParagraphParagraph 28, the Parties agree that the United States may move to restore the Civil Action to the active docket for purposes of resolution of any such claim of breachreinstate its claims against ▇▇▇▇▇▇▇, or may file a separate lawsuit for breach of this Agreement, or any provision thereof, in the United States District Court for the Northern District of California. This Court shall serve as the exclusive jurisdiction and venue for any dispute concerning this Agreement. In any such action, ▇▇▇▇▇▇▇ consents to personal jurisdiction by that Court, and agrees to waive all affirmative defenses, including the Parties consent to and agree not to contest statute of limitations in the jurisdiction of this CourtCivil Action. The Parties ▇▇▇▇▇▇▇ further acknowledge acknowledges that venue in this Court is appropriate and agree agrees not to raise any challenge on this basis. 2530. In the event the United StatesStates reinstates its claims against ▇▇▇▇▇▇▇, as contemplated by Paragraph 24, reopens the Civil Action or files a new civil action as contemplated by Paragraph 29, to remedy breach of this Agreement, the United States may seek, and the Court may grant as relief, the following: 1) an order mandating specific performance of any term or provision in this Agreement, without regard to whether monetary relief would be adequate; 2) an award of reasonable attorneys’ fees and 2costs incurred in bringing an action to remedy breach of this Agreement; and 3) any additional relief that may be authorized by law or equity. If the case is reopened and/or if a new civil action is filed, ▇▇▇▇▇▇▇ expressly agrees not to count the time during which this Agreement is in place, or use the terms or existence of this Agreement, to plead, argue, argue or otherwise raise any defenses under theories of claim preclusion, issue preclusion, statute of limitations, estoppel, laches, or similar defenses. Nothing in this Agreement is intended to waive any defenses under these theories applicable to a period in which this Agreement is not in place. 2631. Failure by the United States any party to enforce any provision of this Agreement shall not operate as a waiver of the United States’ right or ability to enforce any other provision of this Agreement. 2732. Upon receipt of confirmation of payment from ▇▇▇▇’▇ first payment ▇▇▇, as contemplated in Paragraph 18 of this Agreement, the United States and ▇▇▇▇▇▇▇ shall jointly move the Court for dismissal with prejudice of the claims against ▇▇▇▇▇▇▇ in the Civil Action, subject to its reopening reinstatement or enforcement as set forth in ParagraphParagraph 29, with a copy of this Agreement attached to the joint motion.