SETTLEMENT AGREEMENT
BETWEEN
THE UNITED STATES OF AMERICA
AND
MARRIOTT INTERNATIONAL HOTELS, INC. AND RITZ-CARLTON (VIRGIN ISLANDS), INC.
UNDER THE AMERICANS WITH DISABILITIES ACT OF 1990

I. INTRODUCTION

This Agreement (“Agreement”) is made and entered into by the United States of America (“United States”) on the one hand, and Ritz-Carlton (Virgin Islands), Inc. (“RCVI”) and Marriott International Hotels, Inc. (MIHI), on the other hand. The United States, MIHI, and RCVI shall be referred to collectively as “the Parties.”
This Agreement resolves an investigation and compliance review conducted by the United States Department of Justice (the “Department”) of a hotel and resort doing business as the Ritz-Carlton St. Thomas located at 6900 Great Bay on the East End of St. Thomas (the “Resort”) under Title III of the Americans with Disabilities Act of 1990, as amended, 42 U.S.C. §§ 12181-12189 (“ADA”) and its implementing regulation, 28 C.F.R. Part 36.
MIHI, through its subsidiary, RC Hotels (Virgin Islands), Inc., owns the Resort. RCVI is the operator of the Resort. The Resort has a total of 180 guest rooms. The Resort also contains restaurants, and fitness and recreation facilities. The Resort was originally constructed prior to the enactment of the ADA, though portions of its facilities have been altered since that time.
In May 2013, pursuant to its authority under 42 U.S.C. § 12188(b)(1)(A)(i), the Department, through the United States Attorney's Office for the District of Virgin Islands, commenced a compliance review of certain hotels in the Virgin Islands, including the Resort, to determine whether these hotels are operating in compliance with Title III of the ADA (the “Compliance Review”). The Department reviewed the initial and supplemental information provided by the Resort and conducted a site visit of the Resort’s facilities on December 17, 2014.
On June 29, 2015, the United States sent a letter to the Resort identifying 156 physical accessibility barriers with the Resort’s parking, access routes, toilet rooms, spa, restaurants, ramps, pool lifts, and accessible hotel rooms.
MIHI is a public accommodation because it is a private entity that owns a place of public accommodation. 42 U.S.C. §§ 12181(6), (7); 28 C.F.R. § 36.104. RCVI is a public accommodation because it is a private entity that operates a place of public accommodation. 42 U.S.C. §§ 12181(6), (7); 28 C.F.R. § 36.104. Accordingly, these entities are subject to the requirements of Title III of the ADA and its implementing regulations.

II. TERMS OF AGREEMENT

The Parties agree to the terms of this Agreement. These terms are intended to address the physical accessibility barriers at the Resort that have been identified by the United States in its June 29, 2015 Letter to the Ritz-Carlton St. Thomas. MIHI and RCVI expressly deny that they have violated Title III of the ADA, and by entering into this Agreement, do not admit any wrongdoing.
To address the physical accessibility barriers identified by the United States and resolve this investigation, the Parties agree that MIHI will take the actions set forth in Attachment A to this Agreement to which is incorporated into this Agreement by reference. The timelines provided for in Attachment A commence on the effective date of this Agreement.
MIHI and RCVI shall not discriminate against individuals with disabilities on the basis of disability in the full and equal enjoyment of its goods, services, and facilities at the Resort
MIHI and RCVI shall make reasonable modifications in policies, practices, or procedures, when such modifications are necessary to afford its goods, services, or facilities to individuals with disabilities who visit the Resort, unless the modifications would fundamentally alter the nature of the goods, services, or facilities.
MIHI and RCVI shall maintain in operable working condition those features of facilities and equipment that are required to be readily accessible to, and usable by, persons with disabilities.
During the term of this Agreement, MIHI and RCVI shall provide an annual report to the Department on the anniversary of the effective date of this Agreement, regarding the progress with respect to the completion of the remediation work identified in Attachment A.

III. IMPLEMENTATIONS AND ENFORCEMENT

The United States shall have the right, during the term of this Agreement and with reasonable prior notice to MIHI and RCVI of not less than 21 days, to conduct inspections of the Resort’s facilities and to request information, documents, or photographs to evaluate compliance with this Agreement. The United States shall make every effort to conduct its inspections at times that are agreeable to MIHI and RCVI, so that it can ensure minimal disruption to its operations from such inspections.
If the United States believes that MIHI and/or RCVI is not in compliance with this Agreement or any requirements contained herein, the Department agrees to notify them in writing of the alleged noncompliance and attempt to seek a resolution of the matter. If the Parties are unable to reach a resolution within 30 days of the date of the United States’ written notification, and the alleged noncompliance concerns element(s) of the facility in existence as of the effective date of this Agreement as referenced in Attachment A, the United States may seek enforcement of the terms of this Agreement in the United States District Court of the Virgin Islands.
In consideration of, and consistent with, all the terms of this Agreement, the United States agrees to refrain from undertaking further investigation into and from filing a civil suit regarding all matters contained within this Agreement and its attachments, except as provided in Paragraph 14.
The United States’ failure to enforce this entire Agreement or any provision hereof, with regard to any deadline or any other provision contained herein, shall not be construed as a waiver by the United States of any right to do so.
This Agreement shall be binding upon MIHI and RCVI. In the event MIHI seeks to transfer or assign all or part of its interests in the Resort, and the successor(s) or assign(s) intends on carrying on the same or similar use of the facility, then, as a condition of sale, MIHI shall retain the right to perform the work required by paragraph 8 and shall continue to be responsible for ensuring that this work is performed. In addition, in connection with such sale, RCVI will ensure that it will have the right to take all actions necessary to comply with this Agreement. MIHI and RCVI’s rights to ensure compliance with this Agreement will be set forth in a side letter agreement with the purchaser of the Resort and MIHI and RCVI will provide the United States with a copy of the signed letter agreement upon the closing of the sale.
All notices, demands, or other communications to be provided pursuant to this Agreement shall be in writing and delivered by electronic mail or overnight mail to the following persons and addresses (or such other persons and addresses as any party may designate in writing from time to time):

For MIHI/RCVI
David E. Bell, Esq.
Corporate Counsel
Marriott International, Inc.
10400 Fernwood Road
Bethesda, MD 20817
dave.bell@marriott.com
Tel: (301) 380-3733
Fax: 301-380-6727

Minh N. Vu, Esq.
Seyfarth Shaw LLP
975 F Street, N.W.
Washington, D.C. 20004
mvu@seyfarth.com
Tel: (202) 828-5337
Fax: (202) 641-9279

For the United States:
Noah Sacks
Assistant U.S. Attorney
United States Attorney’s Office
5500 Veteran Dr. Rm. 260
St. Thomas, VI 00802
noah.sacks@usdoj.gov
Tel: (340) 774-5757
Fax: (340) 776-3474

This Agreement, including Attachment A, constitutes the entire Agreement between the Parties relating to Department of Justice Investigation No. 202-90-37 with respect to the matters raised herein, and no other statement, promise, or agreement, either written or oral, made by either party or agents of any party, that is not contained in this written Agreement shall be enforceable.
If any provision 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 severance of any such provision materially alters the rights or obligations of the Parties, they shall engage in good faith negotiations to adopt such 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.
This Agreement is limited to the Resort and does not apply to any other design or construction project of MIHI. It is limited to the matters described herein and does not purport to remedy any other potential violations of the ADA or any other federal law. This Agreement does not affect MIHI or RCVI’s continuing responsibility to comply with all aspects of the ADA not covered by this Agreement.
A signatory to this document in a representative capacity for MIHI and RCVI represents that he or she is authorized to bind these entities, respectively, to this Agreement.
The effective date of this Agreement is the date of the last signature below. The Agreement shall remain in effect for three years and three months from the effective date, unless extended by written agreement of the Parties.