SETTLEMENT AGREEMENT AMONG THE UNITED STATES OF AMERICA, THE DISABILITY RIGHTS EDUCATION AND DEFENSE FUND, THE CITY AND COUNTY OF SAN FRANCISCO, THE SAN FRANCISCO FORTY NINERS LIMITED, AND THE SAN FRANCISCO BASEBALL ASSOCIATES L.P. The parties to this Settlement Agreement are the United States of America through the Department of Justice (the "United States" or "Department"), the Disability Rights Education and Defense Fund ("DREDF"), the City and County of San Francisco (the "City"), The San Francisco Forty Niners, Limited, a California Limited Partnership (the "49ers") and the San Francisco Baseball Associates L.P., a California Limited Partnership (the "Giants"). The parties hereby agree as follows: INTRODUCTION 1. This matter was initiated by a complaint filed with the Department of Justice on July 24, 1993, by Francie Moeller, an individual with a disability as defined by section 3(2) of the Americans with Disabilities Act of 1990 (the "ADA" or the "Act"), 42 U.S.C. S 12102(2), and sections 35.104 and 36.104 of the Department of Justice's implementing regulation, 28 C.F.R. SS 35.104 and 36.104. The complaint related to the alleged inaccessibility to individuals with disabilities of significant facilities, programs and events at Candlestick Park (now formally referred to as 3Com Park at Candlestick Point) in San Francisco, California (the "Stadium"). The complainant also alleged discriminatory treatment of herself and her family. The Civil Rights Division of the Justice Department investigated the complaint, under the authority granted by sections 203 and 308(b) of the Act, 42 U.S.C. SS 12133, 12188, and sections 35.172 and 36.502 of the regulation, 28 C.F.R. SS 35.172 and 36.502. 2. Francie Moeller and other complainants ("Complainants"), all individuals with disabilities as defined by section 3(2) of the Act, 42 U.S.C. S 12102(2), and sections 35.104 and 36.104 of the regulation, 28 C.F.R. SS 35.104, 36.104, and by the law of the State of California, Cal. Civ. Code S 54.1 et seq. and Cal. Civ. Code S 51 et seq., also approached DREDF alleging discrimination at the Stadium. The complainants have alleged violations of both the ADA and the law of the State of California, specifically, Cal. Civ. Code S 54.1 et seq. and Cal. Civ. Code S 51 et seq. and the accessibility regulations under California State Building Standards Code (Title 24) (collectively the "Code"). 3. The City and County of San Francisco owns and operates the Stadium. 4. Title II of the ADA applies to the City and County because it is a public entity as defined in section 201 of the Act, 42 U.S.C. S 12131, and section 35.104 of the regulation, 28 C.F.R. S 35.104. 5. Title II requires, inter alia, that public entities operate each service, program, or activity so that, when viewed in its entirety, it is readily accessible to and usable by individuals with disabilities, 28 C.F.R. 35.150(a); that each part of a facility altered by a public entity shall, to the maximum extent feasible, be altered in conformance with either the Uniform Federal Accessibility Standards or the ADA Standards for Accessible Design, 28 C.F.R. 35.151(b) & (c); that public entities shall furnish necessary and appropriate auxiliary aids and services, 28 C.F.R. 35.160(b)(1); and that public entities shall make reasonable and necessary modifications in policies, practices, or procedures, 28 C.F.R. 35.130(b)(7). 6. The 49ers own and operate a professional football franchise of the National Football League, that has certain contractual rights in co-operation with the City, to operate and use the Stadium on certain days during the football season. The principal executive offices of the 49ers are located at 4949 Centennial Boulevard, Santa Clara, California 95054. 7. The Giants own and operate a major league professional baseball franchise that has certain contractual rights in co-operation with the City, to operate and use the Stadium on certain days during the baseball season. The principal executive offices of the Giants are located at Executive Offices, 3COM Park, San Francisco, California 94124. 8. Title III of the ADA applies to the 49ers and the Giants to the extent each team is a public accommodation as defined in section 301(7)(C) of the Act, 42 U.S.C. S 12181(7)(C) and section 36.104 of the regulation, 28 C.F.R. S 36.104. 9. Title III requires, inter alia, that alterations to existing facilities be undertaken such that the altered areas are readily accessible to and usable by individuals with disabilities, and in compliance with the Standards for Accessible Design, 28 C.F.R. pt. 36, App. A. (the "Standards"). 42 U.S.C. S 12183(a)(2), 28 C.F.R. SS 36.402 and 36.406. Separate and apart from alterations, the ADA establishes an ongoing requirement to remove architectural barriers to access where such removal is "readily achievable," 42 U.S.C. S 12182(b)(2)(A)(iv), 28 C.F.R. S 36.304, to provide appropriate and necessary auxiliary aids and services, 42 U.S.C. S 12182(b)(2)(A)(iii), 36 C.F.R. S 36.303, and to reasonably modify policies and practices so as to ensure "full and equal enjoyment" of their goods and services by individuals with disabilities. 42 U.S.C. SS 12182(b)(2)(A)(ii) and 12182(a), 28 C.F.R. SS 36.302 and 36.201. 10. DREDF alleges that the City, the Giants, and the 49ers are obligated under California Civil Code section 51 et seq., and California Civil Code section 54 et seq., to provide full and equal accommodations, advantages, facilities, privileges, and services in connection with the Stadium. 11. The Department and DREDF assert that subsequent to January 26, 1992, the effective date of titles II and III of the ADA, the Stadium underwent alterations, several of which did not, at the time of the alterations, comply with the Standards. -2- 12. The Department and DREDF assert that barriers to access exist in significant areas such as seating and ticketing, and in certain programs and practices of the City, the Giants and the 49ers. 13. The City, the Giants and the 49ers share with the Department and DREDF a common goal in seeking to enhance the accessibility of the facilities, programs and events at the Stadium to the extent feasible. In that vein the City, the Giants and the 49ers have cooperated with the Department and DREDF toward accomplishing this common goal and have heretofore undertaken with the encouragement of the Department and DREDF the following actions, among others: a. Installation of a new elevator for use by individuals with disabilities; b. Renovation of all restrooms in the Stadium's upper and lower decks for use by individuals who use wheelchairs; c. Addition of sixty-one (61) new wheelchair and sixty-one (61) companion seats; d. Upgrading of signage; e. Identification and removal or alteration of protruding objects throughout the Stadium to ensure accessibility to individuals with visual impairments; f. Employee training in non-discriminatory service of individuals with disabilities; and g. Installation of an assistive listening system and purchase of twenty-five (25) assistive listening devices for use by patrons with hearing impairments. 14. The City, the Giants and the 49ers respectively deny all of the assertions of the Department and DREDF including, but not limited to, any alleged violations or non- compliance with the ADA or the Code. The City, the Giants and the 49ers each maintain that it has consistently acted in accordance with the requirements of the Act and the Code at all times. Nonetheless, the City, the Giants and the 49ers have each concluded that it is in their best interest that the issues that have been raised be settled on the terms and conditions set forth in this Agreement. The City, the Giants and the 49ers each reached that conclusion after considering the additional time and expense that would be necessarily incurred by them in further pursuing the resolution of these issues. The City, the Giants and the 49ers are each entering into this Agreement without in any way acknowledging any fault, liability, or wrongdoing of any kind. Neither this Agreement, nor any of its terms or provisions, nor any of the negotiations or proceedings connected with it, shall be construed as an admission or concession by the City, the Giants or the 49ers of the truth of any of the assertions of -3- either the Department or DREDF, or of any liability, fault, or wrongdoing of any kind whatsoever. 15. Neither this Agreement, nor any of its terms or provisions, nor any of the negotiations or proceedings connected with it, may be offered as evidence or received in evidence in any civil, criminal, or administrative action or proceeding to establish any liability or admission by the City, the Giants or the 49ers, excepting only in any civil action as may be deemed necessary by either the Department or DREDF to enforce the terms of this Agreement. NOW, THEREFORE, in order to resolve this dispute, enhance accessibility in the facilities, programs and events at the Stadium, and avoid costly litigation, the parties hereby agree as follows: ACTIONS TO BE UNDERTAKEN VARIOUSLY BY THE CITY, THE GIANTS, AND THE 49ERS (INDIVIDUALLY "RESPONDENT" AND COLLECTIVELY "RESPONDENTS") The Department and DREDF consider the City, the 49ers, and the Giants, collectively, responsible for the actions to be undertaken, and the scope and extent of the actions enumerated below were calculated by considering the responsibility for compliance with the ADA and California law of all three Respondents. Respondents, based on their contractual relationships, have determined among themselves the party responsible for undertaking each action designated below. This designation of parties does not mean that the Department or DREDF considers the designated party solely responsible under the ADA for compliance with the ADA and California law. All actions enumerated below shall be the responsibility of the respective Respondent or Respondents indicated below: 17. Wheelchair and Companion Seating The City shall add wheelchair and companion seating in the Stadium that complies with the Standards, SS 4.33.2, 4.33.4 and Figure 46, in the following numbers in the areas (i.e., seating sections of the Stadium) indicated and in accordance with the schedule set forth below: a. Lower Deck Middle Row (Cross Aisle) Sixty (60) wheelchair and sixty (60) companion seats shall be added in the cross aisle to sections 5, 7, 9, 11, 13, 15, 17, 19, 21 and 23. Wheelchair and companion seats shall be added to sections 21 and 23 by September 1, 1996. Wheelchair and companion seats shall be added to sections 5, 7, 9, 11, 13, 15, 17 and 19 by April 1, 1997. b. Lower Deck Back Row (Platforms) The existing Platforms in sections 1 and 30 shall be renovated by September 1, 1996 to comply with the -4- Standards, yielding an aggregate of sixteen (16) wheelchair and sixteen (16) companion spaces. Both the platforms in sections 32 and 34 and the "vomitory seating" in various lower deck back row areas of the Stadium (all of which the Department and DREDF do not consider to conform to the Standards), shall not be used by Respondents after April 30, 1997 for wheelchair seating and may be removed at any time and regular seating installed in its place. Platforms shall be installed in sections 8 and 14 by April 30, 1997, yielding approximately sixteen (16) wheelchair and sixteen (16) companion seats. A platform shall be installed by April 30, 1998 in either section 18 or 20 at the election of the City after consultation with both of the other Respondents), yielding (8) wheelchair and eight (8) companion seats. c. Lower East Football Stands Eighteen (18) wheelchair and eighteen (18) companion spaces shall be added by April 30, 1997 to the lower east stands and at the election of the City after consultation with the 49ers shall be located in or between sections 27 and 37. d. Baseball Bleachers The Giants shall add twelve (12) wheelchair and twelve (12) companion spaces to the left field baseball bleachers by April 30, 1998. e. Upper Deck Middle Row (Cross Aisle) Four (4) wheelchair and four (4) companion seats shall be added to section 5 by September 1, 1996. Four (4) wheelchair and four (4) companion seats shall be added to Section 47 by April 30, 1998. Twelve (12) wheelchair and twelve (12) companion seats shall be added to sections 8, 18 and 20 by August 30, 1998, provided that in lieu of some or all of such seats being added to such sections 8, 18 and 20, the City may add seats providing comparable lines of sight in such other seating locations as may be installed as part of any future improvements to the Stadium. Nothing hereinabove shall preclude the City from installing either additional wheelchair or companion seats in the areas indicated above that comply with the Standards but which may provide greater flexibility of use of the areas (such as the location of two wheelchair seat locations adjacent to each other which may instead convert to up to three collapsing companion or regular seats). In performing the seating calculations of this Paragraph 17, regardless of the versatility of use, a seating location shall be counted either as a wheelchair or a companion seat, but may be indicated and advertized to the public as either or both, provided that advertising and marketing of accessible seating is undertaken in accordance with the ticketing policies outlined in Paragraph 31 below. 18. Future Alterations For any future alterations to the Stadium that involve seating additions, the City shall provide to the extent technically feasible: 1% of the number of seats added as accessible seating in each altered area. Except as otherwise expressly -5- provided in this Agreement, the Respondents shall not be required to install any additional accessible seats or other alterations under the Act, the Code or any implementing regulations of any of the same with respect to or as a result of (i) any alteration made to the Stadium prior to the date hereof (including, but not limited to, the prior alteration or installation of any seating areas); (ii) any alteration hereafter made to the Stadium to comply with any of the requirements of this Settlement Agreement; (iii) any alteration hereafter made to the Stadium to comply with any of the requirements of the contemplated separate DREDF Settlement Agreement referred to in Paragraph 35 hereof; and (iv) any installation of seating associated with the abandonment of certain areas currently utilized by Respondents as wheelchair seating areas that the Department and DREDF do not consider as satisfying the technical requirements of the Act and the Code (with the areas so affected constituting the platforms in the lower deck of sections 32 and 34 and the "vomitory seating" in various lower deck back row areas of the Stadium). 19. Companion Seats in Existing Platforms The City shall provide either permanent, collapsible, attachable but removable, or other semi-permanent companion seating (as contrasted to the current use of folding chairs) in appropriate locations associated with the existing wheelchair seating that does not currently provide such permanent or semi-permanent companion seating, and shall do so on or before September 1, 1996. 28 C.F.R. S 36.308(a)(ii)(D). 20. Aisle Seating with Removable Armrests The City shall provide 400 accessible aisle seats with removable armrests as many as possible of which shall be located on accessible routes. Aisle seating with removable armrests shall be provided within four years of the effective date of this Agreement at a rate of at least 100 seats per year. 28 C.F.R. S 36.308(a)(i). 21. Will Call and Ticket Windows At each collection of "Will Call" and ticket windows, one counter shall be altered as required to conform with the Standards, S 7.2(2), and work shall be completed on or before September 1, 1996. 22. Signage The City (and the 49ers and the Giants, to the extent each is specifically authorized and expected to install team specific signage under its written agreement with the City concerning use of the Stadium) shall install all signage necessary to replace temporary signage, in conformance with the Standards, S 4.30, throughout the Stadium and parking facilities, including all signage necessary to replace temporary signage. Installation of such signage shall be completed on or before September 1, 1996. Stadium directories throughout the Stadium shall be updated as needed to reflect all accessibility improvements. 23. Accessible Parking Spaces Consistent with the preservation of fire and emergency vehicle lanes and public safety concerns, the City shall provide parking which affords the shortest accessible route from the current public parking area to those entrances to the Stadium designated as accessible, on or before September 1, 1996. Effective signage, conforming to the Standards, S 4.30, and directing vehicles to the accessible spaces, shall be -6- provided at every entry to Stadium parking and at a reasonable number of locations throughout the parking area. All such improvements shall be completed on or before September 1, 1996. 24. Lift To Dugout As stated in its letter to the Department dated May 9, 1994, the City shall provide a lift to the dugout that is in compliance with the Standards, S 4.11. The dugout lift shall be completed on or before September 1, 1996. 25. Drinking Fountains The City shall cause all Stadium drinking fountains to be made to comply with the Standards, S 4.15, and such work shall be completed on or before September 1, 1996. 26. Concession Stand Approach The City shall make alterations that conform to the Standards, S 4.8, to the asphalt approach to the concession stand serving field level seating and work shall be completed on or before September 1, 1996. 27. Skyboxes On or before April 1, 1997, the City shall cause an accessibility survey with respect to the skyboxes to be completed and three skyboxes to be made accessible to individuals with disabilities. The three skyboxes shall be placed on an accessible route. If any skyboxes are sold by Respondents to the public on a game by game basis, the accessible boxes shall be the first skyboxes made available by Respondents to the public on a game by game basis. 28. Effective Communication a. TDD's and Outlets The City shall provide a telecommunication device for the deaf ("TDD") for public use, and shall provide at or near all Stadium entrances signage indicating the TDD's location. For telephone banks containing three or more public telephones, one phone in each bank shall be equipped with a shelf and electrical outlet in compliance with Standards, S 4.1.3(17), and shall otherwise comply with the Standards, S 4.31, in all respects. These improvements shall be completed on or before September 1, 1996. b. Other Beginning on the effective date of this Agreement, Respondents, as to their respective activities at the Stadium, shall provide assistive listening devices for individuals with hearing impairments, and programs in alternate format for individuals with visual impairments, in satisfaction of the requirements of 42 U.S.C. S 12182(b)(2)(A)(iii), 36 C.F.R. S 36.303. Respondents shall advertise the availability of, and may require reasonable advance notice (24-48 hours) for, the provision of auxiliary aids or services. 29. Training The 49ers and the Giants, shall train all of their employees in non-discriminatory service of individuals with disabilities in all manners necessary to effectuate -7- the terms of this Agreement, including, but not limited to the areas addressed in subparagraphs a - d, below. Training of employees shall be provided at least annually in the normal course of training conducted by such party. New employees shall be trained by the 49ers and the Giants by the later of 30 days after commencing employment or the beginning of the first home game of the sports season or other event for which such employees are hired. a. Parking The 49ers and the Giants, as to theirrespective activities at the Stadium, shall train all of their employees assigned to parking facilities at the Stadium that are under the operational control of such party to provide assistance in locating accessible parking spaces, and to seek to ensure that only vehicles with proper placards, tags, license plates or other appropriate identification are in parking spaces designated as accessible. The 49ers and the Giants shall, with respect to their respective contractors, subcontractors or agents (collectively, "Contractors") that are under such team's general direction and that are engaged in supervising parking for games or events at the Stadium, notify such Contractors in writing of the teams's request that or, where feasible, incorporate as a covenant into any existing or future contracts with such Contractors, the requirement that such Contractors either participate in any training to be provided by the contracting team or that the Contractors themselves provide comparable training to their employees engaging in such activity. b. Ticketing The 49ers and the Giants, as to their respective activities at the Stadium, shall train all of their employees that distribute tickets for events held at the Stadium, to respond to requests for accessible seating and to provide tickets that accurately correspond to accessible seating when such seating is available. The 49ers and the Giants shall similarly seek to cause their respective contractors, subcontractors or agents that are under such party's general direction and that are engaged in distributing tickets for games or events at the Stadium either to participate in any training provided by such party or to have such parties provide comparable training. See Paragraph 31, below, for ticketing policy requirements. c. Elevator Access The 49ers and the Giants, as to their respective activities at the Stadium, shall implement policies and train all employees to provide priority access to elevators for individuals with disabilities. d. Restrooms The 49ers and the Giants, as to their respective activities at the Stadium, shall implement policies and train employees in the proper maintenance of accessible restrooms, including, for example, -8- prohibitions against obstructing access to accessible stalls or routes to and within restrooms. 30. Policies of Non-Discrimination The 49ers and the Giants shall promulgate policies for non-discriminatory treatment of individuals with disabilities, including policies necessary to promote compliance with the particular concerns addressed in subparagraphs a-d in Paragraph 29 (Parking, Ticketing, Elevator and Restroom access), and whereverotherwise necessary to effectuate the terms of this Agreement. 31. Ticket Policies And Pricing a. Ticket Sales The Giants shall develop and publish ticket policies that ensure that patrons with disabilities seeking accessible seats to their respective events and games are provided tickets through the same ticket outlets, during the same hours of operation, and at the same locations as tickets are provided to individuals without disabilities. The Giants shall sell wheelchair and companion seats and accessible aisle seating in each price range to individuals without disabilities in advance of the day of a game only after all other seating in the same price range is sold. The 49ers face the following additional concerns as to the sale of tickets: (i) almost all tickets are sold on a season ticket basis, (ii) there is currently an excess demand for 49ers tickets (which means that games are regularly "sold out", there is an extended waiting list for season tickets and there is not generally "day of game" sales of tickets), (iii) there is a need to market most accessible seats that do not presell at least a week before the scheduled game for general admission, and (iv) there is a desire to refrain from marketing a limited number of accessible seats so that tickets may be exchanged with patrons from visiting teams or existing ticket holders who subsequently need to use accessible seats. b. Upper Deck Cross Aisle Tickets Because the cross aisle is the only place where accessible seating can be located in the upper deck, the Giants shall sell accessible upper deck seating at the lower of the two prices available for seating in the upper deck. c. Companion Seating Where seating configurations are such that more than one companion seat per wheelchair location is available for companion seating, the 49ers and the Giants shall permit tickets to be sold for more than one companion to the same extent that individuals without disabilities are permitted to purchase more than two seats. The 49ers and the Giants may encourage patrons desiring more than one companion seat to accept seating in adjoining rows, at the patron's -9- option, to minimize converting wheelchair accessible spaces to companion seating for wheelchair users. d. Ticket Exchange Whenever a patron with a disability has received tickets for inaccessible seats in error or through a commercial or charitable promotion, the 49ers and the Giants shall provide such patrons with accessible seats in either the same section or the most nearly comparable available section on the date requested to the extent that alternative seating is available. 32. Marketing The 49ers and the Giants each shall incorporate into its regular marketing plan, advertisement and marketing of the accessible features of the Stadium, including but not limited to the availability (in a variety of locations and, for baseball, price ranges) of accessible seating. The specific terms of such marketing shall be subject to review and comment in accordance with Paragraph 38 below. 33. Payment to the Department Respondents shall pay to the United States a total of $30,000 within sixty (60) days of the effective date of this Agreement. 34. Payments to DREDF, Francie Moeller and other clients whom DREDF represented in this matter. Respondents shall pay $110,000 to DREDF, for distribution to Francie Moeller and DREDF's other clients in accordance with the terms set forth in the separate settlement agreement dated as of the date hereof entered into among Respondents, DREDF, Francie Moeller and certain other persons (the "DREDF Settlement Agreement"). IMPLEMENTATION AND ENFORCEMENT 35. Construction Delays All of the parties acknowledge that the construction period for the alterations contemplated in this Agreement will by operational necessity generally be confined to the January to March period of each year. The applicable Respondent having the respective construction obligation agrees to seek all necessary permits in good faith and in a timely fashion in order to seek to ensure adherence to the schedules set forth in Paragraphs 17-28a. In the event that any necessary permit is not granted within a reasonable time, or is denied, the applicable Respondent shall immediately notify the United States and DREDF in writing. Extensions to the schedules set forth in Paragraphs 17-28a may be requested by the applicable Respondent only if any necessary permit is not granted within a reasonable time or is denied, or if construction of any alteration will likely be delayed beyond the applicable schedule due to labor strikes, shortages of necessary materials, engineering or design delays, damages or destruction or other causes beyond the reasonable control of the applicable Respondent, reasonably justify the delay, and the United States and DREDF agree that they shall reasonably extend the period of performance by Respondents to reflect the effect of any such delay. -10- 36. Submission of Plans The responsible Respondent agrees to submit to the Department all plans for the alterations to be undertaken by the respective Respondent in accordance with Paragraphs 17-28a for review for compliance with the requirements of this Agreement and the Act. The Department shall respond with any concerns regarding the plans within sixty (60) days following receipt thereof. The responsible respondent agrees to adopt all changes recommended by the Department necessary to fulfill the teams of this Agreement or to comply with the Act. To the extent that a Respondent does not intend to adopt any or all of the changes so recommended by the Department because such Respondent considers such change or changes recommended by the Department not to be consistent either with the terms of this Agreement or the Act, Respondents shall promptly notify the Department. The responsible Respondent further agrees within thirty (30) days of each completion deadline set forth in Paragraphs 17-28a to certify to the Department and to DREDF in writing that such Respondent has fulfilled its respective obligations. 37. Submission of Alternative Format Materials At least sixty (60) days prior to the scheduled start of the respective football and baseball season during 1997, the 49ers and the Giants respectively agree to send to the Department and DREDF plans for providing programs in alternate format as set forth in Paragraph 28, subparagraph b, above. 38. Submission of Advertising Programs At least sixty (60) days prior to the scheduled start of the respective football and baseball season during 1997, the 49ers and the Giants respectively agree to provide to the Department and DREDF (a) a detailed description of its advertising, promotional or other marketing plan for the prospective football and baseball seasons, and (b) a proposal for incorporating into such plans promotion of the accessible features of the Stadium to the general public. The parties agree to confer in good faith in order to arrive at a mutually agreeable marketing plan. 39. Submission of Training Programs At least sixty (60) days prior to the scheduled start of the respective football and baseball season during 1997, the 49ers and the Giants respectively agree to develop a program for training stipulated in Paragraph 29, and to submit such program to the Department and DREDF for their review and comment. Such program shall include the name of the person or entity proposed to conduct the training. The parties agree to engage in good faith negotiations in the event of disagreements about the training. 40. Submission of Non-Discrimination and Ticketing Policies Within ninety (90) days of the effective date of this Agreement, the 49ers and the Giants further agree to develop and reduce to writing policies as provided in Paragraphs 30 and 31, and to submit such policies to the Department and DREDF for their review and comment. The parties agree to engage in good faith negotiations in the event of disagreements about the training. When finalized, the 49ers and the Giants agree to implement such policies and to make such policies known to all employees at the Stadium, by distributing such policies to them in. written form. -11- 41. Failure of Department or DREDF to Comment on Submissions The failure of either the Department or DREDF to respond to the submitting Respondent, in the case of plans sent to it for review or comment pursuant to Paragraph 36 hereof (as such paragraph relates to alterations made pursuant to Paragraphs 17, 18 and 27), within sixty (60) days of receipt of the same or, in the case of materials, programs or policy sent to it for review or comment pursuant to Paragraphs 37 through 40 hereof, within thirty (30) days of receipt of the same, shall be deemed to constitute an acknowledgement by the Department or DREDF as applicable that it has no comments as to the form or content of such plans, materials, programs or policies. 42. Certification of Prior Alterations Within 30 days of the effective date of this Agreement, the City agrees to certify to the Department that the alterations described in Paragraph 13a-c, above, were undertaken consistent with the Department's review of the plans for such alterations as set forth in the Department's letter of February 23, 1994. 43. Barrier Removal Except as provided in this Agreement, the Respondents shall not be required to engage in any further or future barrier removal measures under the Act or the Code or any implementing regulations with respect to any condition in the Stadium existing as of the effective date of this Agreement. 44. Ongoing Compliance with the ADA Except as expressly provided in this Agreement (including, but not limited to, Paragraphs 18 and 43), nothing in thisAgreement should be construed to affect Respondents' ongoing obligations to comply with the ADA Standards as well as California law and regulations with respect to future alterations at the Stadium and to comply generally with the ADA and California law in respects other than those covered in this Agreement. 45. Third-Party Settlement Agreements The parties acknowledge their awareness of (i) that certain Settlement Agreement dated November 1994 among the Department, DREDF and Volume Services, Inc. ("Volume") pertaining to certain operations and facilities at the Stadium and (ii) that certain class action Settlement entered into by Bay Area Seating Service, Inc. ("Bass") in Alameda County Superior Court Case No. 733496-8 pertaining to Bass' ticketing operations. Nothing herein shall impose any liability or obligation upon any of the Respondents as to (a) any alterations, services or other obligations required or imposed under either of the above-referenced settlements or (b) monitoring, supervising or enforcing the performance by Volume or Bass of their respective obligations under either of the above- referenced settlements. To the extent that either Volume or Bass may now or hereafter be in breach of their obligations under their respective settlements or otherwise may now or hereafter violate the ADA or the Code, the Department and DREDF agree to pursue any applicable remedies for such violations directly against Volume or Bass, as applicable, and not pursue any claims or causes of actions they may otherwise vicariously have against any of the Respondents as to the subject matter of such violations by Volume or Bass. 46. Enforcement by Department The Attorney General is authorized, pursuant to sections 203 and 308(b)(1)(B) of the Act, 42 U.S.C. SS 12133, 12188(b)(1)(B), to bring a -12- civil action enforcing the ADA in any situation where a pattern or practice of discrimination is believed to exist or a matter of general public importance is raised. In consideration of Respondents' agreement to comply with the terms of this Agreement, the Attorney General agrees to refrain from further investigation of this matter and the Department agrees to waive any and all claims against Respondents for civil penalties, costs, and monetary damages for the alleged non-compliance, violations or other issues addressed herein. If the Department believes that this Agreement or any portion of it has been breached, it will raise the issue or issues with the applicable Respondent or Respondents, and the Department and the applicable Respondents will work to resolve the issue or issues in good faith for a period of forty-five (45) days after the issue or issues have been so raised. If the Department is unable to reach a satisfactory resolution of the issue or issues raised within forty-five (45) days of the date it raises the issue or issues with the applicable Respondents, it may institute a civil action in the Federal District Court in San Francisco seeking to enforce this Agreement. 47. Enforcement by DREDF As a Party to this Agreement, DREDF may also review compliance and bring an action in federal district court to enforce this Agreement. DREDF agrees to notify all parties in the event that it believes this Agreement has been breached, and all parties agree to attempt to resolve the issue or issues in good faith for a period of forty-five (45) days after the issue or issues have been so raised. If the parties are unable to reach a satisfactory resolution of the issue or issues raised within forty-five (45) days of the date DREDF raises the issue or issues, DREDF may institute a civil action in the Federal District Court in San Francisco seeking to enforce this Agreement. 48. Severability of Obligations of Respondents In the event a Respondent fails to carry out any obligation or responsibility specifically allotted to it under this Agreement, no other Respondent shall have any obligation under this Agreement to remedy such failure, or any liability, in damages or otherwise, for such failure. 49. Relocation of the 49ers or Giants to a Replacement Facility In the event that the 49ers or the Giants or both shall in the future intend to abandon their operations at the Stadium and to relocate to a replacement facility either already constructed or to be constructed, then at such time as the relocating party (or such other sponsor of the replacement facility) shall have either (a) obtained the building permits required to build or remodel such replacement facility, or (b) notified the City in writing of the team's intent to terminate its lease or otherwise vacate the Stadium before the beginning of the next baseball or football season, then, as of such date, the Respondents shall be conditionally released from all future obligations under this Agreement with respect to barrier removals, alterations and other improvements to the Stadium to the extent any of the same are intended to be made solely or principally for the benefit of the public which would be expected to attend such relocating team's sporting events at the Stadium ("Conditionally Released Improvement Obligations"), provided that if at any subsequent time it shall appear that such replacement facility will not be constructed and ready for occupancy by the team in the team's following season, or that such team does not intend to vacate the Stadium before the beginning of the next baseball or football season then such formerly conditionally released obligations shall, upon notice from either Justice or DREDF to Respondents, be reinstated, with the dates for -13- performance thereof to be appropriately adjusted in light of the period during which such obligations were conditionally released. At such time as a party relocates its operations to a replacement facility, such conditionally released obligations shall be permanently released. For the purposes of this Paragraph 49, the Conditionally Released Improvement Obligations shall include, without limitation, in the case of relocation of the Giants the seating improvements required by paragraph 17(d) and in the case of relocation of the 49ers the seating improvements required by paragraph 17(c) and 17(e). The other improvements required by paragraph 17 will not be released unless both teams exercise the release provisions of this paragraph and the release shall not be effective until both teams have satisfied the preconditions set forth above. No other terms of this agreement -- including, but not limited to policy, training, or ticketing requirements -- shall be released. 50. No Waiver Failure by the Department or DREDF to enforce this entire Agreement with regard to any deadline herein shall not be construed as a waiver of their right to do so with regard to future deadlines or other provisions of this Agreement. 51. Public Document This Agreement is a public document. A copy of this document or any information contained herein may be made available to any person. Respondents, DREDF, or the Department may provide a copy of this Agreement to any person upon request. 52. Effectiveness of this Agreement This Agreement shall become effective upon execution on behalf of all parties. This Agreement shall be binding on all of Respondents' successors in interest, and Respondents have a duty to so notify all such successors in interest. In the event that either the Giants or the 49ers, or both, cease to use the Stadium for its games, such party or parties shall not be liable in any manner under this Agreement for any subsequent breaches of this Agreement. 53. Entire Agreement Except as additionally provided in the DREDF Settlement Agreement, this Agreement constitutes the entire agreement among 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 expressly contained in this Agreement, shall be enforceable. 54. Amendments This Agreement may be amended or modified only by a written instrument signed by the parties or their counsel. -14- 55. Authority The signors of this document represent that they are authorized to bind the parties to this Agreement. Agreed to this 1st day of September, 1996: FOR THE UNITED STATES FOR THE CITY AND COUNTY OF SAN FRANCISCO DEVAL L. PATRICK Assistant Attorney General Civil Rights Division By: Its: By: JOAN A. MAGAGNA RENEE M. WOHLENHAUS THE SAN FRANCISCO FORTY KATE M. NICHOLSON NINERS, LIMITED, A CALIFORNIA NAOMI H. MILTON LIMITED PARTNERSHIP Attorneys U.S. Department of Justice P.O. Box 66738 By: Washington, D.C. 20035-6738 Its: FOR THE DISABILITY RIGHTS SAN FRANCISCO BASEBALL EDUCATION AND DEFENSE FUND ASSOCIATES L.P., A CALIFORNIA LIMITED PARTNERSHIP By: ELAINE B. FEINGOLD By: Litigation Director Its: Disability Rights Education and Defense Fund 2212 Sixth Street Berkeley, California 94710 -15- 55. Authority The signors of this document represent that they are authorized to bind the parties to this Agreement. Agreed to this 1st day of September, 1996: FOR THE UNITED STATES FOR THE CITY AND COUNTY OF SAN FRANCISCO DEVAL L. PATRICK Assistant Attorney General Civil Rights Division By: Its: By: JOAN A. MAGAGNA RENEE M. WOHLENHAUS THE SAN FRANCISCO FORTY KATE M. NICHOLSON NINERS, LIMITED, A CALIFORNIA NAOMI H. MILTON LIMITED PARTNERSHIP Attorneys U.S. Department of Justice P.O. Box 66738 By: Washington, D.C. 20035-6738 Its: FOR THE DISABILITY RIGHTS SAN FRANCISCO BASEBALL EDUCATION AND DEFENSE FUND ASSOCIATES L.P., A CALIFORNIA LIMITED PARTNERSHIP By: ELAINE B. FEINGOLD By: Litigation Director Its: Disability Rights Education and Defense Fund 2212 Sixth Street Berkeley, California 94710 -15- 55. Authority The signors of this document represent that they are authorized to bind the parties to this Agreement. Agreed to this 1st day of September, 1996: FOR THE UNITED STATES FOR THE CITY AND COUNTY OF SAN FRANCISCO DEVAL L. PATRICK Assistant Attorney General Civil Rights Division By: Its: By: JOAN A. MAGAGNA RENEE M. WOHLENHAUS THE SAN FRANCISCO FORTY KATE M. NICHOLSON NINERS, LIMITED, A CALIFORNIA NAOMI H. MILTON LIMITED PARTNERSHIP Attorneys U.S. Department of Justice P.O. Box 66738 By: Washington, D.C. 20035-6738 Its: FOR THE DISABILITY RIGHTS SAN FRANCISCO BASEBALL EDUCATION AND DEFENSE FUND ASSOCIATES L.P., A CALIFORNIA LIMITED PARTNERSHIP By: ELAINE B. FEINGOLD By: Litigation Director Its: Disability Rights Education and Defense Fund 2212 Sixth Street Berkeley, California 94710 -15- 55. Authority The signors of this document represent that they are authorized to bind the parties to this Agreement. Agreed to this 1st day of September, 1996: FOR THE UNITED STATES FOR THE CITY AND COUNTY OF SAN FRANCISCO DEVAL L. PATRICK Assistant Attorney General Civil Rights Division By: Its: By: JOAN A. MAGAGNA RENEE M. WOHLENHAUS THE SAN FRANCISCO FORTY KATE M. NICHOLSON NINERS, LIMITED, A CALIFORNIA NAOMI H. MILTON LIMITED PARTNERSHIP Attorneys U.S. Department of Justice P.O. Box 66738 By: Washington, D.C. 20035-6738 Its: FOR THE DISABILITY RIGHTS SAN FRANCISCO BASEBALL EDUCATION AND DEFENSE FUND ASSOCIATES L.P., A CALIFORNIA LIMITED PARTNERSHIP By: ELAINE B. FEINGOLD By: Litigation Director Its: Disability Rights Education and Defense Fund 2212 Sixth Street Berkeley, California 94710 -15- 55. Authority The signors of this document represent that they are authorized to bind the parties to this Agreement. Agreed to this 1st day of September, 1996: FOR THE UNITED STATES FOR THE CITY AND COUNTY OF SAN FRANCISCO DEVAL L. PATRICK Assistant Attorney General Civil Rights Division By: Its: By: JOAN A. MAGAGNA RENEE M. WOHLENHAUS THE SAN FRANCISCO FORTY KATE M. NICHOLSON NINERS, LIMITED, A CALIFORNIA NAOMI H. MILTON LIMITED PARTNERSHIP Attorneys U.S. Department of Justice P.O. Box 66738 By: Washington, D.C. 20035-6738 Its: FOR THE DISABILITY RIGHTS SAN FRANCISCO BASEBALL EDUCATION AND DEFENSE FUND ASSOCIATES L.P., A CALIFORNIA LIMITED PARTNERSHIP By: ELAINE B. FEINGOLD By: Litigation Director Its: Disability Rights Education and Defense Fund 2212 Sixth Street Berkeley, California 94710 -15-