Common use of CONSTRUCTION AND TERMINATION Clause in Contracts

CONSTRUCTION AND TERMINATION. A. The Parties agree jointly to file this Agreement with the United States District Court for the Northern District of Georgia, Atlanta Division, in United States v. Georgia, Civil Action No. 1:10-CV-249-CAP. The joint motion shall request that the Court enter the Settlement Agreement pursuant to Federal Rule of Civil Procedure 41(a)(2), conditionally dismiss the complaint in this action, and retain jurisdiction to enforce the Settlement Agreement. The Parties further agree to jointly file a motion with the Court, to withdraw the United States’ motion for preliminary injunction and to enforce the Settlement Agreement in case styled United States v. Georgia, Civil Action No. 1:09-CV-119- CAP, to vacate the hearing set for November 8, 2010, and to terminate any ongoing discovery in that action; the motion shall request that the case be returned to the Court’s inactive docket. If the Court does not retain jurisdiction to enforce the Settlement Agreement, the Settlement Agreement shall be void. 1. The Parties anticipate that the State will have substantially complied with all provisions of the Settlement Agreement by July 1, 2015. Substantial compliance is achieved if any violations of the Agreement are minor or occasional and are not systemic. 2. The Court shall retain jurisdiction of this action for all purposes until the State has substantially complied with all provisions of this Settlement Agreement and maintain substantial compliance with all provisions for one year. 3. The Parties may agree to jointly ask the Court to terminate the Settlement Agreement before the end of the five-year term, provided the State has substantially complied with all provisions of the Settlement Agreement and maintained substantial compliance with all provisions for one year. If the case has not yet been dismissed, the Parties agree to ask the Court for a non-evidentiary hearing on the status of compliance on or near July 1, 2015. If the Parties agree that there is non- compliance, or if there is a dispute about compliance, the Parties will so inform the Court, and the Court may set additional hearing dates as appropriate. The Parties may agree jointly at any time to allow for additional time to resolve compliance issues. B. If the State believes it has achieved substantial compliance with a portion of the Settlement Agreement and has maintained substantial compliance for one year, it shall notify the United States and Independent Reviewer(s). If the United States and the Independent Reviewer(s) agree with the State’s assessment of substantial compliance, the State shall be relieved of that portion of the Settlement Agreement. C. With the exception of conditions or practices that pose an immediate and serious threat to the life, health, or safety of individuals covered by this Agreement, if the United States believes that the State has failed to fulfill any obligation under this Settlement Agreement, the United States shall, prior to initiating any court proceeding to remedy such failure, give written notice to the State which, with specificity, sets for the details of the alleged noncompliance. 1. With the exception of conditions or practices that pose an immediate and serious threat to the life, health, or safety of individuals covered by this Agreement, the State shall have 45 days from the date of such written notice to respond to the United States in writing by denying that substantial noncompliance has occurred, or by accepting (without necessarily admitting) the allegation of noncompliance and proposing steps that the State will take, and by when, to cure the alleged noncompliance. 2. If the State fails to respond with 45 days or denies that substantial noncompliance has occurred, the United States may seek an appropriate judicial remedy. D. If the State timely responds by proposing curative action by a specified deadline, the United States may accept the State’s proposal or offer a counterproposal for a different curative action or deadline, but in no event shall the United States seek an appropriate judicial remedy for the alleged noncompliance until at least 30 days after the State has responded under Subsection VII.C above and until both sides have conferred in good faith to resolve any outstanding differences. 1. The parties may, by mutual agreement, extend the time period specified in this paragraph. If the Parties reach an agreement that varies from the provisions of this Settlement Agreement, the new agreement shall be reduced to writing, signed, and filed with the Court for approval. 2. If the Parties fail to reach agreement on a plan for curative action, the United States may seek an appropriate judicial remedy. 3. Notwithstanding the provisions of Sections VII.C & D, with the exception of conditions that pose an immediate and serious threat to the life, health, or safety of individuals covered under this Settlement Agreement, the United States shall not issue a noncompliance notice nor seek a judicial remedy for the first nine months after the entry of this Settlement Agreement. E Any modification of this Settlement Agreement shall be executed in writing by the Parties, shall be filed with the Court, and shall not be effective until the Court enters the modified agreement and retains jurisdiction to enforce it.

CONSTRUCTION AND TERMINATION. A. The Parties agree jointly to file this Agreement with the United States District Court for the Northern District of Georgia, Atlanta Division, in United States v. Georgia, Civil Action No. 1:10-CV-249-CAP. The joint motion shall request that the Court enter the Settlement Agreement pursuant to Federal Rule of Civil Procedure 41(a)(2), conditionally dismiss the complaint in this action, and retain jurisdiction to enforce the Settlement Agreement. The Parties further agree to jointly file a motion with the Court, to withdraw the United States’ motion for preliminary injunction and to enforce the Settlement Agreement in case styled United States v. Georgia, Civil Action No. 1:09-CV-119- CV-119-CAP, to vacate the hearing set for November 8, 2010, and to terminate any ongoing discovery in that action; the motion shall request that the case be returned to the Court’s inactive docket. If the Court does not retain jurisdiction to enforce the Settlement Agreement, the Settlement Agreement shall be void. 1. The Parties anticipate that the State will have substantially complied with all provisions of the Settlement Agreement by July 1, 2015. Substantial compliance is achieved if any violations of the Agreement are minor or occasional and are not systemic. 2. The Court shall retain jurisdiction of this action for all purposes until the State has substantially complied with all provisions of this Settlement Agreement and maintain substantial compliance with all provisions for one year. 3. The Parties may agree to jointly ask the Court to terminate the Settlement Agreement before the end of the five-year term, provided the State has substantially complied with all provisions of the Settlement Agreement and maintained substantial compliance with all provisions for one year. If the case has not yet been dismissed, the Parties agree to ask the Court for a non-evidentiary hearing on the status of compliance on or near July 1, 2015. If the Parties agree that there is non- non-compliance, or if there is a dispute about compliance, the Parties will so inform the Court, and the Court may set additional hearing dates as appropriate. The Parties may agree jointly at any time to allow for additional time to resolve compliance issues. B. . If the State believes it has achieved substantial compliance with a portion of the Settlement Agreement and has maintained substantial compliance for one year, it shall notify the United States and Independent Reviewer(s). If the United States and the Independent Reviewer(s) agree with the State’s assessment of substantial compliance, the State shall be relieved of that portion of the Settlement Agreement. C. . With the exception of conditions or practices that pose an immediate and serious threat to the life, health, or safety of individuals covered by this Agreement, if the United States believes that the State has failed to fulfill any obligation under this Settlement Agreement, the United States shall, prior to initiating any court proceeding to remedy such failure, give written notice to the State which, with specificity, sets for the details of the alleged noncompliance. 1. With the exception of conditions or practices that pose an immediate and serious threat to the life, health, or safety of individuals covered by this Agreement, the State shall have 45 days from the date of such written notice to respond to the United States in writing by denying that substantial noncompliance has occurred, or by accepting (without necessarily admitting) the allegation of noncompliance and proposing steps that the State will take, and by when, to cure the alleged noncompliance. 2. If the State fails to respond with 45 days or denies that substantial noncompliance has occurred, the United States may seek an appropriate judicial remedy. D. If the State timely responds by proposing curative action by a specified deadline, the United States may accept the State’s proposal or offer a counterproposal for a different curative action or deadline, but in no event shall the United States seek an appropriate judicial remedy for the alleged noncompliance until at least 30 days after the State has responded under Subsection VII.C above and until both sides have conferred in good faith to resolve any outstanding differences. 1. The parties may, by mutual agreement, extend the time period specified in this paragraph. If the Parties reach an agreement that varies from the provisions of this Settlement Agreement, the new agreement shall be reduced to writing, signed, and filed with the Court for approval. 2. If the Parties fail to reach agreement on a plan for curative action, the United States may seek an appropriate judicial remedy. 3. Notwithstanding the provisions of Sections VII.C & D, with the exception of conditions that pose an immediate and serious threat to the life, health, or safety of individuals covered under this Settlement Agreement, the United States shall not issue a noncompliance notice nor seek a judicial remedy for the first nine months after the entry of this Settlement Agreement. E Any modification of this Settlement Agreement shall be executed in writing by the Parties, shall be filed with the Court, and shall not be effective until the Court enters the modified agreement and retains jurisdiction to enforce it.