Common use of CONSTRUCTION AND TERMINATION Clause in Contracts

CONSTRUCTION AND TERMINATION. A. The Parties agree to jointly file this Agreement with the Court, together with a Complaint and a joint motion to conditionally dismiss the Complaint pursuant to Federal Rule of Civil Procedure 41(a). The Parties further agree that this case will remain on the Court’s inactive docket, with the Court retaining jurisdiction to enforce the Agreement in the event of any disputes that may arise between the Parties until the Agreement terminates, subject to the limitations set forth in Sections V(F) and (G) of this Agreement. In the event the Court declines to retain jurisdiction, this Agreement shall become null and void and the United States has the right to revive any claims otherwise barred by operation of this Agreement. B. The implementation of this Agreement shall begin immediately upon execution. The Parties anticipate that the State will have substantially complied with all provisions of this Agreement by July 1, 2020, unless the Agreement is otherwise terminated, cancelled, or extended. Substantial compliance is achieved if any violations of the Agreement are minor and occasional and are not systemic. Any Agreement deadline may be extended by mutual agreement of both Parties or pursuant to the process described in Section V(C) below in the event that the State has not achieved compliance with the Agreement on or before July 1, 2020. C. The Court shall retain jurisdiction of this action for the purposes specified in Section V(A) until July 1, 2020 unless: (1) the Parties jointly ask the Court to terminate the Agreement before July 1, 2020; or (2) the United States disputes that the State is in substantial compliance with the Agreement as of July 1, 2020. If so, the United States shall inform the Court and the State by January 1, 2020 that it disputes substantial compliance, and the Court may schedule further proceedings as appropriate. In any such proceedings, the burden shall be on the State to demonstrate substantial compliance. D. Within 60 days after the Agreement is signed, both Parties shall appoint an Agreement Coordinator to oversee compliance with this Agreement and to serve as a point of contact for the Reviewer, and shall provide notice to the Reviewer and to the other Party of the Agreement Coordinator’s name, title, address, telephone number and e-mail address. E. Throughout the pendency of this Agreement, the United States and the State will coordinate and discuss areas of disagreement and attempt to resolve outstanding differences. In the event of any dispute over the language or construction of this Agreement or its requirements, the Parties agree to meet and confer in an effort to achieve a mutually agreeable resolution prior to terminating the Agreement. Overall, it is intended that the Parties will pursue a problem-solving approach so that disagreements can be minimized and resolved amicably and the energies of the Parties can be focused on the State’s compliance with the provisions of this Agreement. F. With the exception of conditions or practices that pose an immediate and serious threat to the life, health, or safety of individuals receiving services under this Agreement, if the United States believes the State has failed to fulfill any obligation under this Agreement, the United States shall, prior to initiating any court proceeding, notify the State in writing of any alleged non-compliance with the Agreement and request that the State take action to correct such alleged non- compliance. With the exception of conditions or practices that pose an immediate and serious threat to the life, health, or safety of individuals receiving services under 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 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 noncompliance. If the State fails to respond within 45 days or denies that noncompliance has occurred, the United States may seek an appropriate judicial remedy. G. If the State responds by proposing a curative action by a specified date, the United States may accept the State’s proposal or offer a counterproposal for a different curative action or deadline. If the Parties reach an agreement that varies from the provisions of this Settlement Agreement, the new agreement shall be in writing, signed and filed with the Court. If the Parties fail to reach agreement on a plan for curative action, the United States may seek an appropriate judicial remedy, and shall have the burden of proving such alleged noncompliance, other than as described in Section V(C). The Parties will not seek to have the Court enforce implementation of this Agreement other than through the process set forth in Sections V(F) and (G). H. Any modification of this Settlement Agreement must be consented to by the Parties, 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. The Parties shall promptly notify each other of any judicial or administrative challenge to this Agreement or any portion thereof, and shall defend against any challenge to the Agreement. I. Failure by any Party to enforce this entire Agreement or any provision thereof with respect to any deadline or any other provision herein shall not be construed as a waiver. J. The State shall maintain sufficient records to document that the requirements of this Agreement are being properly implemented and shall make such records available to the Independent Reviewer or the United States for inspection and copying upon request. The Independent Reviewer or the United States may require additional written reports from the State with regard to the State’s compliance with the terms of this Agreement. The State will cooperate and comply with those requests. K. The State will work collaboratively with the United States to provide full access to the people, places, and documents that are necessary to assess the State’s compliance with and/or implementation of this Agreement subject to applicable federal and state law. L. The Parties agree that, as of the date the court enters the order conditionally dismissing the Complaint and retaining jurisdiction, for purposes of the Parties’ preservation obligations pursuant to Federal Rule of Civil Procedure 26, litigation is not “reasonably foreseeable” concerning the matters described in the Findings Letter. To the extent that either Party previously implemented a litigation hold to preserve documents, electronically stored information, or things related to the matters described in the Findings Letter, the Party is no longer required to maintain such a litigation hold. Nothing in this paragraph relieves either Party of any other obligations imposed by this Agreement.

CONSTRUCTION AND TERMINATION. A. 1. The Parties agree to jointly file this Interim Settlement Agreement with the Court, together with a Complaint and a joint motion to conditionally dismiss the Complaint pursuant to Federal Rule of Civil Procedure 41(a). The Parties further agree that this case will remain on the Court’s inactive docket, with the Court retaining jurisdiction to enforce the Interim Agreement in the event of any disputes that may arise between the Parties until the Interim Agreement terminates, subject to the limitations set forth in Sections V(F) and (GXIX(7)-(8) of this Interim Settlement Agreement. In the event the Court declines to retain jurisdiction, this Interim Settlement Agreement shall become null and void and the United States has the right to revive any claims otherwise barred by operation of this Interim Settlement Agreement. B. 2. The implementation of this Interim Settlement Agreement shall begin immediately upon execution. The Parties anticipate that the State and the City will have substantially complied with all provisions of this Agreement by July 1, 2020, unless the Interim Settlement Agreement is otherwise terminated, cancelled, or extended. Substantial compliance is achieved if any where the State and City have implemented all of the provisions of the Interim Settlement Agreement for all individuals in the Target Populations. Any violations of the Interim Settlement Agreement that are minor and occasional and are not systemicsystemic shall not be deemed noncompliance. Any Interim Settlement Agreement deadline may be extended by mutual agreement of both Parties the United States and the State and/or the City, or pursuant to the process described in Section V(CXIX(3) below in the event that the State has not achieved substantial compliance with the Agreement on or before July 1, 2020. C. 3. The Parties anticipate that the State and City will have substantially complied with all provisions of the Interim Settlement Agreement by July 1, 2020. The Court shall retain jurisdiction of this action for the all purposes specified in Section V(A) until July 1, 2020 both Defendants have substantially complied with all provisions of this Interim Settlement Agreement and maintained substantial compliance with all provisions for one year unless: (1) the Parties United States together with the State and/or the City jointly ask the Court to terminate the Interim Agreement as to the requesting Defendant before July 1, 2020, pursuant to Section XIX(4); or (2) the United States disputes that the State and/or City is in substantial compliance with the Agreement as of July 1, 2020. If so, the United States shall inform the Court Court, and the State and/or City by January 1, 2020 that it disputes substantial compliance, and the Court may schedule further proceedings as appropriate. In any such proceedings, the burden shall be on the State and/or City to demonstrate substantial compliance. If one Defendant has independently substantially complied, the Interim Settlement Agreement can be terminated as to that Party, even if another Party has not substantially complied. D. 4. As set forth in Section XIX(3), the United States and the State and/or City may agree to terminate the Interim Settlement Agreement as to one or both Defendants before the end of the anticipated term, provided the State and/or City has substantially complied with all provisions of the Interim Settlement Agreement and maintained substantial compliance with all provisions for one year. If the United States agrees to release only one Defendant from its obligations under the Interim Settlement Agreement, the remaining party continues to be bound by the terms of the Interim Settlement Agreement. 5. Within 60 30 days after the Interim Settlement Agreement is signed, both Parties the each Defendant shall select and appoint an Interim Settlement Agreement Coordinator to oversee compliance with this Interim Settlement Agreement and to serve as a point of contact for the ReviewerMonitor, and shall provide notice to the Reviewer Monitor and to the other Party Parties of the Interim Settlement Agreement Coordinator’s name, title, address, telephone number and e-mail address. E. 6. Throughout the pendency of this Interim Settlement Agreement, the United States and the State and City will coordinate and discuss areas of disagreement and attempt to resolve outstanding differences. In the event of any dispute over the language or construction of this Interim Settlement Agreement or its requirements, the Parties agree to meet and confer in an effort to achieve a mutually agreeable resolution prior to terminating the Interim Settlement Agreement. Overall, it is intended that the Parties will pursue a problem-solving approach so that disagreements can be minimized and resolved amicably and the energies of the Parties can be focused on the StateState and City’s compliance with the provisions of this Interim Settlement Agreement. F. 7. With the exception of conditions or practices that pose an immediate and serious threat to the life, health, or safety of individuals receiving services under this Interim Settlement Agreement, if the United States believes the State and/or City has failed to fulfill any obligation under this Interim Settlement Agreement, the United States shall, prior to initiating any court proceeding, notify the State and/or City in writing of any alleged non-non- compliance with the Interim Settlement Agreement and request that the State and/or City take action to correct such alleged non- non-compliance. With the exception of conditions or practices that pose an immediate and serious threat to the life, health, or safety of individuals receiving services under this Interim Settlement Agreement, the State and/or City shall have 45 15 days from the date of such written notice to respond to the United States in writing by denying that noncompliance has occurred, or by accepting (without necessarily admitting) the allegation of noncompliance and proposing steps that the State and/or City will take, and by when, to cure the noncompliance. If the State and/or City fails to respond within 45 15 days or denies that noncompliance has occurred, the United States may seek an appropriate judicial remedy. G. 8. If the State and/or City responds by proposing a curative action by a specified date, the United States may accept the State’s and/or City’s proposal or offer a counterproposal for a different curative action or deadline. If the Parties reach an agreement that varies from the provisions of this Interim Settlement Agreement, the new agreement shall be in writing, signed and filed with the Court. If the Parties fail to reach agreement on a plan for curative action, the United States may seek an appropriate judicial remedy, and shall have the burden of proving such alleged noncompliance, other than as described in Section V(C). The Parties will not seek to have the Court enforce implementation of this Interim Settlement Agreement other than through the process set forth in Sections V(F) and (GXIX(7)-(8). H. 9. Any modification of this Interim Settlement Agreement must be consented to by the Parties, 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. The Parties shall promptly notify each other of any judicial or administrative challenge to this Interim Settlement Agreement or any portion thereof, and shall defend against any challenge to the Interim Settlement Agreement. I. 10. Failure by any Party to enforce this entire Interim Settlement Agreement or any provision thereof with respect to any deadline or any other provision herein shall not be construed as a waiver. J. 11. The State and City shall maintain sufficient records to document that the requirements of this Interim Settlement Agreement are being properly implemented and shall make such records available to the Independent Reviewer Monitor or the United States for inspection and copying upon request. The Independent Reviewer Monitor or the United States may require additional written reports from the State and/or City with regard to the State’s or the City’s compliance with the terms of this Interim Settlement Agreement. The State and City will cooperate and comply with those requests. K. 12. The State and City will work collaboratively with the United States to provide full access for the United States and the Monitor to the people, places, and documents that are necessary to assess the State’s and City’s compliance with and/or implementation of this Agreement Interim Settlement Agreement, subject to applicable federal and state law. L. 13. The Parties agree that, as of the date the court enters the order conditionally dismissing the Complaint and retaining jurisdiction, for purposes of the Parties’ preservation obligations pursuant to Federal Rule of Civil Procedure 26, litigation is not “reasonably foreseeable” concerning the matters described in the Findings LetterLetter issued to either the State or the City pertaining to either TTP and/or Birch. To the extent that either Party previously implemented a litigation hold to preserve documents, electronically stored information, or things related to the matters described in the Findings LetterLetter issued to either the State or the City pertaining to TTP and/or Birch, the Party is no longer required to maintain such a litigation hold. Nothing in this paragraph relieves either Party the United States, the State, or the City of any other obligations imposed by this Interim Settlement Agreement.

CONSTRUCTION AND TERMINATION. A. The Parties agree jointly to jointly file this Agreement with the Court, together with a Complaint and a joint motion to conditionally dismiss the Complaint pursuant to Federal Rule of Civil Procedure 41(a). The Parties further agree that this case will remain on the Court’s inactive docket, with the Court retaining jurisdiction to enforce the Agreement in the event of any disputes that may arise between the Parties until the Agreement terminates, subject to the limitations set forth in Sections V(F) and (G) of this Agreement. In the event the Court declines to retain jurisdiction, this Agreement shall become null and void and the United States has District Court for the right to revive any claims otherwise barred by operation Eastern District of this AgreementVirginia, Richmond Division. B. The implementation of this Agreement shall begin immediately upon execution. The Parties anticipate that the State Commonwealth will have substantially complied with all provisions of this the Agreement by July 1, 2020, unless the Agreement is otherwise terminated, cancelled, or extendedend of State Fiscal Year 2021. Substantial compliance Compliance is achieved if where any violations of the Agreement are minor and occasional or incidental and are not systemic. Any Agreement deadline may be extended by mutual agreement of both Parties or pursuant to the process described in Section V(C) below in the event that the State has not achieved compliance with the Agreement on or before July 1, 2020. C. The Court shall retain jurisdiction of this action for all purposes until the purposes specified in Section V(A) until July end of State Fiscal Year 2021 unless: 1, 2020 unless: (1) the . The Parties jointly ask the Court to terminate the Agreement before July 1the end of State Fiscal Year 2021, 2020provided the Commonwealth has complied with this Agreement and maintained compliance for one year; or (or 2) the . The United States disputes that the State Commonwealth is in substantial compliance with the Agreement as at the end of July 1, 2020State Fiscal Year 2021. If so, the The United States shall inform the Court and the State Commonwealth by January 1, 2020 2021, that it disputes substantial compliance, and the Court may schedule further proceedings as appropriate. In any such proceedings, The Party that disagrees with the Independent Reviewer’s assessment of compliance shall bear the burden of proof. C. The burden shall be on the State Commonwealth to demonstrate substantial compliance. D. Within 60 days after compliance to the Agreement is signed, both Parties shall appoint an Agreement Coordinator United States pursuant to oversee Section VII.B.1 above. If the Commonwealth believes it has achieved compliance with a portion of this Agreement and to serve as a point of contact has maintained compliance for the Reviewerone year, and it shall provide notice to the Reviewer and to the other Party of the Agreement Coordinator’s name, title, address, telephone number and e-mail address. E. Throughout the pendency of this Agreement, notify the United States and the State will coordinate and discuss areas of disagreement and attempt to resolve outstanding differencesIndependent Reviewer. In If the event of any dispute over the language or construction of this Agreement or its requirementsUnited States agrees, the Commonwealth shall be relieved of that portion of the Settlement Agreement and notice of such relief shall be filed with the Court. The Parties may instead agree to meet and confer in an effort to achieve a mutually agreeable resolution prior to terminating the Agreement. Overall, it is intended that the Parties will pursue a problem-solving approach so that disagreements can be minimized and resolved amicably and the energies more limited review of the Parties can be focused on relevant portion of the State’s compliance with the provisions of this Agreement. F. D. With the exception of conditions or practices that pose an immediate and serious threat to the life, health, or safety of individuals receiving services under this Agreement, if the United States believes that the State Commonwealth has failed to fulfill any obligation under this Agreement, the United States shall, prior to initiating any court proceedingproceeding to remedy such failure, notify give written notice to the State in writing Commonwealth which, with specificity, sets forth the details of any the alleged non-compliance with the Agreement and request that the State take action to correct such alleged non- compliancenoncompliance. 1. With the exception of conditions or practices that pose an immediate and serious threat to the life, health, or safety of individuals receiving services under covered by this Agreement, the State Commonwealth shall have 45 forty-five (45) days from the date of such written notice to respond to the United States in writing by denying that noncompliance has occurred, or by accepting (without necessarily admitting) the allegation of noncompliance and proposing steps that the State Commonwealth will take, and by when, to cure the alleged noncompliance. 2. If the State Commonwealth fails to respond within 45 days or denies that noncompliance has occurred, the United States may seek an appropriate judicial remedy. G. 3. If the State Commonwealth timely responds by proposing a curative action by a specified datedeadline, the United States may accept the StateCommonwealth’s proposal or offer a counterproposal for a different curative action or deadline. If , but in no event shall the Parties reach United States seek an agreement that varies from appropriate judicial remedy for the provisions of this Settlement Agreement, alleged noncompliance until after the new agreement shall be in writing, signed and filed with time provided for the CourtCommonwealth to respond under Section VII.D.2 above. If the Parties fail to reach agreement on a plan for curative action, the United States may seek an appropriate judicial remedy, and shall have . 4. Notwithstanding the burden of proving such alleged noncompliance, other than as described in Section V(C). The Parties will not seek to have the Court enforce implementation provisions of this Agreement other than through Section, with the process set forth in Sections V(F) exception of conditions that pose an immediate and (G)serious threat to the life, health, or safety of individuals receiving services under this Agreement, the United States shall neither issue a noncompliance notice nor seek judicial remedy for the nine months after the effective date of this Agreement. H. E. If the United States believes that conditions or practices within the control of the Commonwealth pose an immediate and serious threat to the life, health, or safety of individuals in the Training Centers or individuals receiving services pursuant to this Agreement, the United States may, without further notice, initiate a court proceeding to remedy those conditions or practices. F. This Agreement shall constitute the entire integrated Agreement of the Parties. G. Any modification of this Settlement Agreement must be consented to by the Parties, 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. H. The Agreement shall be applicable to, and binding upon, all Parties, their employees, assigns, agents, and contractors charged with implementation of any portion of this Agreement, and their successors in office. If the Commonwealth contracts with an outside provider for any of the services provided in this Agreement, the Agreement shall be binding on any contracted parties, including agents and assigns. The Parties Commonwealth shall promptly notify each other ensure that all appropriate Commonwealth agencies take any actions necessary for the Commonwealth to comply with provisions of any judicial or administrative challenge to this Agreement or any portion thereof, and shall defend against any challenge to the Agreement. I. Failure by any Party The Commonwealth, while empowered to enforce enter into and implement this entire Agreement or any provision thereof Agreement, does not speak for the Virginia General Assembly, which has the authority under the Virginia Constitution and laws to appropriate funds for, and amend laws pertaining to, the Commonwealth’s system of services for individuals with respect to any deadline or any other provision herein shall not be construed as a waiver. J. The State shall maintain sufficient records to document that the requirements of this Agreement are being properly implemented and shall make such records available to the Independent Reviewer or the United States for inspection and copying upon requestdevelopmental disabilities. The Independent Reviewer or the United States may require additional written reports from the State with regard Commonwealth shall take all appropriate measures to the State’s compliance with seek and secure funding necessary to implement the terms of this Agreement. The State will cooperate and If the Commonwealth fails to attain necessary appropriations to comply with those requests. K. The State will work collaboratively with this Agreement, the United States retains all rights to provide full access to enforce the people, places, and documents that are necessary to assess the State’s compliance with and/or implementation terms of this Agreement subject Agreement, to applicable federal and state law. L. The Parties agree that, as of the date the court enters the order conditionally dismissing the Complaint and retaining jurisdiction, for purposes of the Parties’ preservation obligations pursuant to Federal Rule of Civil Procedure 26, litigation is not “reasonably foreseeable” concerning the matters described in the Findings Letter. To the extent that either Party previously implemented a litigation hold to preserve documents, electronically stored informationenter into enforcement proceedings, or things related to the matters described in the Findings Letter, the Party is no longer required withdraw its consent to maintain such a litigation hold. Nothing in this paragraph relieves either Party Agreement and revive any claims otherwise barred by operation of any other obligations imposed by this Agreement. J. The United States and the Commonwealth shall bear the cost of their fees and expenses incurred in connection with this case.

CONSTRUCTION AND TERMINATION. A. The Parties agree jointly to jointly file this Agreement with the Court, together with a Complaint and a joint motion to conditionally dismiss the Complaint pursuant to Federal Rule of Civil Procedure 41(a). The Parties further agree that this case will remain on the Court’s inactive docket, with the Court retaining jurisdiction to enforce the Agreement in the event of any disputes that may arise between the Parties until the Agreement terminates, subject to the limitations set forth in Sections V(F) and (G) of this Agreement. In the event the Court declines to retain jurisdiction, this Agreement shall become null and void and the United States has District Court for the right to revive any claims otherwise barred by operation Eastern District of this Agreement. B. The implementation of this Agreement shall begin immediately upon executionVirginia, Richmond Division. The Parties anticipate that the State Commonwealth will have substantially complied with all provisions of this the Agreement by July 1, 2020, unless the Agreement is otherwise terminated, cancelled, or extendedend of State Fiscal Year 2021. Substantial compliance Compliance is achieved if where any violations of the Agreement are minor and occasional or incidental and are not systemic. Any Agreement deadline may be extended by mutual agreement of both Parties or pursuant to the process described in Section V(C) below in the event that the State has not achieved compliance with the Agreement on or before July 1, 2020. C. The Court shall retain jurisdiction of this action for all purposes until the purposes specified in Section V(A) until July 1, 2020 end of State Fiscal Year 2021 unless: (1) the The Parties jointly ask the Court to terminate the Agreement before July 1the end of State Fiscal Year 2021, 2020provided the Commonwealth has complied with this Agreement and maintained compliance for one year; or (2) the The United States disputes that the State Commonwealth is in substantial compliance with the Agreement as at the end of July 1, 2020State Fiscal Year 2021. If so, the The United States shall inform the Court and the State Commonwealth by January 1, 2020 2021, that it disputes substantial compliance, and the Court may schedule further proceedings as appropriate. In any such proceedings, The Party that disagrees with the Independent Reviewer’s assessment of compliance shall bear the burden of proof. The burden shall be on the State Commonwealth to demonstrate substantial compliance. D. Within 60 days after compliance to the Agreement is signed, both Parties shall appoint an Agreement Coordinator United States pursuant to oversee Section VII.B.1 above. If the Commonwealth believes it has achieved compliance with a portion of this Agreement and to serve as a point of contact has maintained compliance for the Reviewerone year, and it shall provide notice to the Reviewer and to the other Party of the Agreement Coordinator’s name, title, address, telephone number and e-mail address. E. Throughout the pendency of this Agreement, notify the United States and the State will coordinate and discuss areas of disagreement and attempt to resolve outstanding differencesIndependent Reviewer. In If the event of any dispute over the language or construction of this Agreement or its requirementsUnited States agrees, the Commonwealth shall be relieved of that portion of the Settlement Agreement and notice of such relief shall be filed with the Court. The Parties may instead agree to meet and confer in an effort to achieve a mutually agreeable resolution prior to terminating more limited review of the relevant portion of the Agreement. Overall, it is intended that the Parties will pursue a problem-solving approach so that disagreements can be minimized and resolved amicably and the energies of the Parties can be focused on the State’s compliance with the provisions of this Agreement. F. With the exception of conditions or practices that pose an immediate and serious threat to the life, health, or safety of individuals receiving services under this Agreement, if the United States believes that the State Commonwealth has failed to fulfill any obligation under this Agreement, the United States shall, prior to initiating any court proceedingproceeding to remedy such failure, notify give written notice to the State in writing Commonwealth which, with specificity, sets forth the details of any the alleged non-compliance with the Agreement and request that the State take action to correct such alleged non- compliancenoncompliance. With the exception of conditions or practices that pose an immediate and serious threat to the life, health, or safety of individuals receiving services under covered by this Agreement, the State Commonwealth shall have 45 forty-five (45) days from the date of such written notice to respond to the United States in writing by denying that noncompliance has occurred, or by accepting (without necessarily admitting) the allegation of noncompliance and proposing steps that the State Commonwealth will take, and by when, to cure the alleged noncompliance. If the State Commonwealth fails to respond within 45 days or denies that noncompliance has occurred, the United States may seek an appropriate judicial remedy. G. . If the State Commonwealth timely responds by proposing a curative action by a specified datedeadline, the United States may accept the StateCommonwealth’s proposal or offer a counterproposal for a different curative action or deadline. If , but in no event shall the Parties reach United States seek an agreement that varies from appropriate judicial remedy for the provisions of this Settlement Agreement, alleged noncompliance until after the new agreement shall be in writing, signed and filed with time provided for the CourtCommonwealth to respond under Section VII.D.2 above. If the Parties fail to reach agreement on a plan for curative action, the United States may seek an appropriate judicial remedy, and shall have . Notwithstanding the burden of proving such alleged noncompliance, other than as described in Section V(C). The Parties will not seek to have the Court enforce implementation provisions of this Section, with the exception of conditions that pose an immediate and serious threat to the life, health, or safety of individuals receiving services under this Agreement, the United States shall neither issue a noncompliance notice nor seek judicial remedy for the nine months after the effective date of this Agreement. If the United States believes that conditions or practices within the control of the Commonwealth pose an immediate and serious threat to the life, health, or safety of individuals in the Training Centers or individuals receiving services pursuant to this Agreement, the United States may, without further notice, initiate a court proceeding to remedy those conditions or practices. This Agreement other than through shall constitute the process set forth in Sections V(F) and (G). H. entire integrated Agreement of the Parties. Any modification of this Settlement Agreement must be consented to by the Parties, 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. The Parties Agreement shall promptly notify each other be applicable to, and binding upon, all Parties, their employees, assigns, agents, and contractors charged with implementation of any judicial or administrative challenge to portion of this Agreement or any portion thereofAgreement, and their successors in office. If the Commonwealth contracts with an outside provider for any of the services provided in this Agreement, the Agreement shall defend against be binding on any challenge contracted parties, including agents and assigns. The Commonwealth shall ensure that all appropriate Commonwealth agencies take any actions necessary for the Commonwealth to the Agreement. I. Failure by any Party to enforce this entire Agreement or any provision thereof comply with respect to any deadline or any other provision herein shall not be construed as a waiver. J. The State shall maintain sufficient records to document that the requirements provisions of this Agreement are being properly implemented and shall make such records available to the Independent Reviewer or the United States for inspection and copying upon requestAgreement. The Independent Reviewer or Commonwealth, while empowered to enter into and implement this Agreement, does not speak for the United States may require additional written reports from Virginia General Assembly, which has the State authority under the Virginia Constitution and laws to appropriate funds for, and amend laws pertaining to, the Commonwealth’s system of services for individuals with regard developmental disabilities. The Commonwealth shall take all appropriate measures to the State’s compliance with seek and secure funding necessary to implement the terms of this Agreement. The State will cooperate and If the Commonwealth fails to attain necessary appropriations to comply with those requests. K. The State will work collaboratively with this Agreement, the United States retains all rights to provide full access to enforce the people, places, and documents that are necessary to assess the State’s compliance with and/or implementation terms of this Agreement subject Agreement, to applicable federal and state law. L. The Parties agree that, as of the date the court enters the order conditionally dismissing the Complaint and retaining jurisdiction, for purposes of the Parties’ preservation obligations pursuant to Federal Rule of Civil Procedure 26, litigation is not “reasonably foreseeable” concerning the matters described in the Findings Letter. To the extent that either Party previously implemented a litigation hold to preserve documents, electronically stored informationenter into enforcement proceedings, or things related to the matters described in the Findings Letter, the Party is no longer required withdraw its consent to maintain such a litigation hold. Nothing in this paragraph relieves either Party Agreement and revive any claims otherwise barred by operation of any other obligations imposed by this Agreement. The United States and the Commonwealth shall bear the cost of their fees and expenses incurred in connection with this case.

CONSTRUCTION AND TERMINATION. A. The Parties agree to jointly file this Interim Settlement Agreement with the Court, together with a Complaint and a joint motion to conditionally dismiss the Complaint pursuant to Federal Rule of Civil Procedure 41(a). The Parties further agree that this case will remain on the Court’s inactive docket, with the Court retaining jurisdiction to enforce the Interim Agreement in the event of any disputes that may arise between the Parties until the Interim Agreement terminates, subject to the limitations set forth in Sections V(F) and (GXIX(7)-(8) of this Interim Settlement Agreement. In the event the Court declines to retain jurisdiction, this Interim Settlement Agreement shall become null and void and the United States has the right to revive any claims otherwise barred by operation of this Interim Settlement Agreement. B. . The implementation of this Interim Settlement Agreement shall begin immediately upon execution. The Parties anticipate that the State and the City will have substantially complied with all provisions of this Agreement by July 1, 2020, unless the Interim Settlement Agreement is otherwise terminated, cancelled, or extended. Substantial compliance is achieved if any where the State and City have implemented all of the provisions of the Interim Settlement Agreement for all individuals in the Target Populations. Any violations of the Interim Settlement Agreement that are minor and occasional and are not systemicsystemic shall not be deemed noncompliance. Any Interim Settlement Agreement deadline may be extended by mutual agreement of both Parties the United States and the State and/or the City, or pursuant to the process described in Section V(CXIX(3) below in the event that the State has not achieved substantial compliance with the Agreement on or before July 1, 2020. C. . The Parties anticipate that the State and City will have substantially complied with all provisions of the Interim Settlement Agreement by July 1, 2020. The Court shall retain jurisdiction of this action for the all purposes specified in Section V(A) until July 1, 2020 both Defendants have substantially complied with all provisions of this Interim Settlement Agreement and maintained substantial compliance with all provisions for one year unless: (1) the Parties United States together with the State and/or the City jointly ask the Court to terminate the Interim Agreement as to the requesting Defendant before July 1, 2020, pursuant to Section XIX(4); or (2) the United States disputes that the State and/or City is in substantial compliance with the Agreement as of July 1, 2020. If so, the United States shall inform the Court Court, and the State and/or City by January 1, 2020 that it disputes substantial compliance, and the Court may schedule further proceedings as appropriate. In any such proceedings, the burden shall be on the State and/or City to demonstrate substantial compliance. D. . If one Defendant has independently substantially complied, the Interim Settlement Agreement can be terminated as to that Party, even if another Party has not substantially complied. As set forth in Section XIX(3), the United States and the State and/or City may agree to terminate the Interim Settlement Agreement as to one or both Defendants before the end of the anticipated term, provided the State and/or City has substantially complied with all provisions of the Interim Settlement Agreement and maintained substantial compliance with all provisions for one year. If the United States agrees to release only one Defendant from its obligations under the Interim Settlement Agreement, the remaining party continues to be bound by the terms of the Interim Settlement Agreement. Within 60 30 days after the Interim Settlement Agreement is signed, both Parties the each Defendant shall select and appoint an Interim Settlement Agreement Coordinator to oversee compliance with this Interim Settlement Agreement and to serve as a point of contact for the ReviewerMonitor, and shall provide notice to the Reviewer Monitor and to the other Party Parties of the Interim Settlement Agreement Coordinator’s name, title, address, telephone number and e-mail address. E. . Throughout the pendency of this Interim Settlement Agreement, the United States and the State and City will coordinate and discuss areas of disagreement and attempt to resolve outstanding differences. In the event of any dispute over the language or construction of this Interim Settlement Agreement or its requirements, the Parties agree to meet and confer in an effort to achieve a mutually agreeable resolution prior to terminating the Interim Settlement Agreement. Overall, it is intended that the Parties will pursue a problem-solving approach so that disagreements can be minimized and resolved amicably and the energies of the Parties can be focused on the StateState and City’s compliance with the provisions of this Interim Settlement Agreement. F. . With the exception of conditions or practices that pose an immediate and serious threat to the life, health, or safety of individuals receiving services under this Interim Settlement Agreement, if the United States believes the State and/or City has failed to fulfill any obligation under this Interim Settlement Agreement, the United States shall, prior to initiating any court proceeding, notify the State and/or City in writing of any alleged non-compliance with the Interim Settlement Agreement and request that the State and/or City take action to correct such alleged non- non-compliance. With the exception of conditions or practices that pose an immediate and serious threat to the life, health, or safety of individuals receiving services under this Interim Settlement Agreement, the State and/or City shall have 45 15 days from the date of such written notice to respond to the United States in writing by denying that noncompliance has occurred, or by accepting (without necessarily admitting) the allegation of noncompliance and proposing steps that the State and/or City will take, and by when, to cure the noncompliance. If the State and/or City fails to respond within 45 15 days or denies that noncompliance has occurred, the United States may seek an appropriate judicial remedy. G. . If the State and/or City responds by proposing a curative action by a specified date, the United States may accept the State’s and/or City’s proposal or offer a counterproposal for a different curative action or deadline. If the Parties reach an agreement that varies from the provisions of this Interim Settlement Agreement, the new agreement shall be in writing, signed and filed with the Court. If the Parties fail to reach agreement on a plan for curative action, the United States may seek an appropriate judicial remedy, and shall have the burden of proving such alleged noncompliance, other than as described in Section V(C). The Parties will not seek to have the Court enforce implementation of this Interim Settlement Agreement other than through the process set forth in Sections V(F) and (GXIX(7)-(8). H. . Any modification of this Interim Settlement Agreement must be consented to by the Parties, 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. The Parties shall promptly notify each other of any judicial or administrative challenge to this Interim Settlement Agreement or any portion thereof, and shall defend against any challenge to the Interim Settlement Agreement. I. . Failure by any Party to enforce this entire Interim Settlement Agreement or any provision thereof with respect to any deadline or any other provision herein shall not be construed as a waiver. J. . The State and City shall maintain sufficient records to document that the requirements of this Interim Settlement Agreement are being properly implemented and shall make such records available to the Independent Reviewer Monitor or the United States for inspection and copying upon request. The Independent Reviewer Monitor or the United States may require additional written reports from the State and/or City with regard to the State’s or the City’s compliance with the terms of this Interim Settlement Agreement. The State and City will cooperate and comply with those requests. K. . The State and City will work collaboratively with the United States to provide full access for the United States and the Monitor to the people, places, and documents that are necessary to assess the State’s and City’s compliance with and/or implementation of this Agreement Interim Settlement Agreement, subject to applicable federal and state law. L. . The Parties agree that, as of the date the court enters the order conditionally dismissing the Complaint and retaining jurisdiction, for purposes of the Parties’ preservation obligations pursuant to Federal Rule of Civil Procedure 26, litigation is not “reasonably foreseeable” concerning the matters described in the Findings LetterLetter issued to either the State or the City pertaining to either TTP and/or Birch. To the extent that either Party previously implemented a litigation hold to preserve documents, electronically stored information, or things related to the matters described in the Findings LetterLetter issued to either the State or the City pertaining to TTP and/or Birch, the Party is no longer required to maintain such a litigation hold. Nothing in this paragraph relieves either Party the United States, the State, or the City of any other obligations imposed by this Interim Settlement Agreement.

CONSTRUCTION AND TERMINATION. A. The Parties agree to jointly file this Agreement with the Court, together with a Complaint and a joint motion to conditionally dismiss the Complaint pursuant to Federal Rule of Civil Procedure 41(a). The Parties further agree that this case will remain on the Court’s inactive docket, with the Court retaining jurisdiction to enforce the Agreement in the event of any disputes that may arise between the Parties until the Agreement terminates, subject to the limitations set forth in Sections V(F) and (G) of this Agreement. In the event the Court declines to retain jurisdiction, this Agreement shall become null and void and the United States has the right to revive any claims otherwise barred by operation of this Agreement. B. . The implementation of this Agreement shall begin immediately upon execution. The Parties anticipate that the State will have substantially complied with all provisions of this Agreement by July 1, 2020, unless the Agreement is otherwise terminated, cancelled, or extended. Substantial compliance is achieved if any violations of the Agreement are minor and occasional and are not systemic. Any Agreement deadline may be extended by mutual agreement of both Parties or pursuant to the process described in Section V(C) below in the event that the State has not achieved compliance with the Agreement on or before July 1, 2020. C. . The Court shall retain jurisdiction of this action for the purposes specified in Section V(A) until July 1, 2020 unless: (1) the Parties jointly ask the Court to terminate the Agreement before July 1, 2020; or (2) the United States disputes that the State is in substantial compliance with the Agreement as of July 1, 2020. If so, the United States shall inform the Court and the State by January 1, 2020 that it disputes substantial compliance, and the Court may schedule further proceedings as appropriate. In any such proceedings, the burden shall be on the State to demonstrate substantial compliance. D. . Within 60 days after the Agreement is signed, both Parties shall appoint an Agreement Coordinator to oversee compliance with this Agreement and to serve as a point of contact for the Reviewer, and shall provide notice to the Reviewer and to the other Party of the Agreement Coordinator’s name, title, address, telephone number and e-mail address. E. . Throughout the pendency of this Agreement, the United States and the State will coordinate and discuss areas of disagreement and attempt to resolve outstanding differences. In the event of any dispute over the language or construction of this Agreement or its requirements, the Parties agree to meet and confer in an effort to achieve a mutually agreeable resolution prior to terminating the Agreement. Overall, it is intended that the Parties will pursue a problem-solving approach so that disagreements can be minimized and resolved amicably and the energies of the Parties can be focused on the State’s compliance with the provisions of this Agreement. F. . With the exception of conditions or practices that pose an immediate and serious threat to the life, health, or safety of individuals receiving services under this Agreement, if the United States believes the State has failed to fulfill any obligation under this Agreement, the United States shall, prior to initiating any court proceeding, notify the State in writing of any alleged non-compliance with the Agreement and request that the State take action to correct such alleged non- non-compliance. With the exception of conditions or practices that pose an immediate and serious threat to the life, health, or safety of individuals receiving services under 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 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 noncompliance. If the State fails to respond within 45 days or denies that noncompliance has occurred, the United States may seek an appropriate judicial remedy. G. . If the State responds by proposing a curative action by a specified date, the United States may accept the State’s proposal or offer a counterproposal for a different curative action or deadline. If the Parties reach an agreement that varies from the provisions of this Settlement Agreement, the new agreement shall be in writing, signed and filed with the Court. If the Parties fail to reach agreement on a plan for curative action, the United States may seek an appropriate judicial remedy, and shall have the burden of proving such alleged noncompliance, other than as described in Section V(C). The Parties will not seek to have the Court enforce implementation of this Agreement other than through the process set forth in Sections V(F) and (G). H. . Any modification of this Settlement Agreement must be consented to by the Parties, 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. The Parties shall promptly notify each other of any judicial or administrative challenge to this Agreement or any portion thereof, and shall defend against any challenge to the Agreement. I. . Failure by any Party to enforce this entire Agreement or any provision thereof with respect to any deadline or any other provision herein shall not be construed as a waiver. J. . The State shall maintain sufficient records to document that the requirements of this Agreement are being properly implemented and shall make such records available to the Independent Reviewer or the United States for inspection and copying upon request. The Independent Reviewer or the United States may require additional written reports from the State with regard to the State’s compliance with the terms of this Agreement. The State will cooperate and comply with those requests. K. . The State will work collaboratively with the United States to provide full access to the people, places, and documents that are necessary to assess the State’s compliance with and/or implementation of this Agreement subject to applicable federal and state law. L. . The Parties agree that, as of the date the court enters the order conditionally dismissing the Complaint and retaining jurisdiction, for purposes of the Parties’ preservation obligations pursuant to Federal Rule of Civil Procedure 26, litigation is not “reasonably foreseeable” concerning the matters described in the Findings Letter. To the extent that either Party previously implemented a litigation hold to preserve documents, electronically stored information, or things related to the matters described in the Findings Letter, the Party is no longer required to maintain such a litigation hold. Nothing in this paragraph relieves either Party of any other obligations imposed by this Agreement.

CONSTRUCTION AND TERMINATION. A. The Parties agree jointly to jointly file this Agreement agreement with the Court, together with a Complaint and a joint motion to conditionally dismiss the Complaint pursuant to Federal Rule of Civil Procedure 41(a). The Parties further agree that this case will remain on the Court’s inactive docket, with the Court retaining jurisdiction to enforce the Agreement in the event of any disputes that may arise between the Parties until the Agreement terminates, subject to the limitations set forth in Sections V(F) and (G) of this Agreement. In the event the Court declines to retain jurisdiction, this Agreement shall become null and void and the United States has District Court for the right to revive any claims otherwise barred by operation District of this AgreementDelaware. The joint motion shall request that the Court enter the Settlement Agreement as an order of the Court. B. The implementation of this Agreement shall begin immediately upon execution1. The Parties anticipate that the State will have substantially complied with all provisions of this the Settlement Agreement by July 1, 2020, unless the Agreement is otherwise terminated, cancelled, or extended2016. Substantial compliance is achieved if any where the State has implemented all of the provisions of the agreement. Any violations of the Agreement agreement that are minor and or occasional and are not systemic. Any Agreement deadline may systemic shall not be extended by mutual agreement of both Parties or pursuant to the process described in Section V(C) below in the event that the State has not achieved compliance with the Agreement on or before July 1, 2020deemed non- compliance. C. 2. The Court shall retain jurisdiction of this action for all purposes until the purposes specified in Section V(A) until July 1, 2020 unless: (1) the State has substantially complied with all provisions of this Settlement Agreement and maintained substantial compliance with all provisions for one year. The Parties jointly may agree to ask the Court to terminate the Settlement Agreement before the end of the anticipated 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, 2020; or (2) the United States disputes that the State is in substantial compliance with the Agreement as of July 1, 20202016. If sothe Parties agree that there is non-compliance, or if there is a dispute about compliance, the United States shall Parties will so inform the Court and the State by January 1, 2020 that it disputes substantial complianceCourt, and the Court may schedule further proceedings set additional hearing dates as appropriate. In any such proceedingsIf the State asserts that it is in compliance and the United States disputes the claim, the State shall bear the burden of demonstrating that it is in substantial compliance. The Parties may agree jointly at any time to allow for additional time to resolve compliance issues. B. This Settlement Agreement may terminate prior to July 1, 2016 if the United States certifies that the State has substantially complied with each of the provisions of the agreement and has maintained substantial compliance for at least one year. The burden shall be on the State to demonstrate substantial this level of compliance. D. Within 60 days after the Agreement is signed, both Parties shall appoint an Agreement Coordinator to oversee compliance with this Agreement and to serve as a point of contact for the Reviewer, and shall provide notice to the Reviewer and to the other Party of the Agreement Coordinator’s name, title, address, telephone number and e-mail address. E. Throughout the pendency of this Agreement, the United States and the State will coordinate and discuss areas of disagreement and attempt to resolve outstanding differences. In the event of any dispute over the language or construction of this Agreement or its requirements, the Parties agree to meet and confer in an effort to achieve a mutually agreeable resolution prior to terminating the Agreement. Overall, it is intended that the Parties will pursue a problem-solving approach so that disagreements can be minimized and resolved amicably and the energies of the Parties can be focused on the State’s compliance with the provisions of this Agreement. F. C. With the exception of conditions or practices that pose an immediate and serious threat to the life, health, or safety of individuals receiving services under covered by this Agreementagreement, 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 proceedingproceeding to remedy such failure, notify give written notice to the State in writing which, with specificity, sets forth the details of any the alleged non-compliance with the Agreement and request that the State take action to correct such alleged non- compliancenoncompliance. 1. With the exception of conditions or practices that pose an immediate and serious threat to the life, health, or safety of individuals receiving services under covered by this Agreementagreement, the State shall have 45 forty-five (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 within 45 days or denies that substantial noncompliance has occurred, the United States may seek an appropriate judicial remedy. G. D. If the State timely responds by proposing a curative action by a specified datedeadline, 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 VII.C.2. above and until the Parties have conferred in good faith to resolve any outstanding differences. 1. The Parties may extend by mutual agreement 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 in reduced to writing, signed signed, and filed with the CourtCourt 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. E. If the United States believes that conditions or practices pose an immediate and serious threat to the life, and shall have health, or safety of individuals in DPC or receiving the burden of proving such alleged noncompliancecommunity services required under this agreement, other than as described in Section V(C). the United States may, without further notice, initiate a court proceeding to remedy those conditions or practices. F. The Parties will not seek agree to have work collaboratively to achieve the Court enforce implementation ultimate goal of achieving full compliance with the requirements of the law relating to the provision of adequate mental health services to the target population in the most integrated setting. In the event of any dispute over the language or construction of this Agreement other than through agreement, its requirements, or its congruence with the process set forth requirements of the law, the Parties agree to meet and confer in Sections V(Fan effort to achieve a mutually agreeable resolution. If after meeting and conferring, the Parties fail to agree, the Parties may submit the matter to the District Court for a determination and opinion as to the language or construction of this agreement. G. A party may seek relief from the terms of this agreement by establishing that a significant change in facts or law warrants revision of the agreement and that the proposed modification is suitably tailored to the changed factual or legal circumstances. In the event that a party seeks such relief, it is hereby agreed that Fed. R. Civ. P. 60(b)(4-6) and (G)provides legally appropriate bases for such relief. H. Nothing in this agreement is intended to require the State to force services required by this agreement upon individuals within the target population or override their right to make choices, including their right to refuse treatment or services consistent with state and federal law. For this reason, the Parties agree that the State’s level of compliance with the terms of this Settlement Agreement shall not be affected by the refusal of any individual to accept or utilize any of the services set forth herein. I. The Parties intend to allow the State to leverage the funding of the services listed herein to the fullest extent permitted by available federal, State, and private funding. Nothing in this Settlement Agreement shall preclude the State from seeking authority from the Center for Medicare and Medicaid Services at the United States Department of Health and Human Services for approval of coverage of Medicaid services under a different name than that used in this Settlement Agreement provided the State can demonstrate that the coverage for such services is otherwise legally permitted. In the event that the definitions and terms used in this Settlement Agreement create any difficulty in the State’s utilization of funding from any federal, State, or private source, the Parties agree to work collaboratively to maximize the State’s ability to access such funding. J. This Settlement Agreement shall constitute the entire integrated Settlement Agreement of the Parties. K. Any modification of this Settlement Agreement must be consented to by the Parties, 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. The Parties shall promptly notify each other of any judicial or administrative challenge to this Agreement or any portion thereof, and shall defend against any challenge to the Agreement. I. Failure by any Party to enforce this entire Agreement or any provision thereof with respect to any deadline or any other provision herein shall not be construed as a waiver. J. The State shall maintain sufficient records to document that the requirements of this Agreement are being properly implemented and shall make such records available to the Independent Reviewer or the United States for inspection and copying upon request. The Independent Reviewer or the United States may require additional written reports from the State with regard to the State’s compliance with the terms of this Agreement. The State will cooperate and comply with those requests. K. The State will work collaboratively with the United States to provide full access to the people, places, and documents that are necessary to assess the State’s compliance with and/or implementation of this Agreement subject to applicable federal and state law. L. The Parties agree thatSettlement Agreement shall be applicable to, as and binding upon, all Parties, their employees, assigns, and their successors in office. If the State contracts with an outside provider for any of the date services provided in Sections II-V of this agreement, the court enters agreement shall be binding on any contracted parties, including agents and assigns. M. The State shall ensure that all appropriate State agencies take any actions necessary for the order conditionally dismissing State to comply with provisions of this Settlement Agreement. N. By entering into this Settlement Agreement, the Complaint State does not admit the truth or validity of any claim made against them by the United States. The State parties also do not speak for the Delaware General Assembly, which has the power under the Delaware Constitution and retaining jurisdictionlaws to determine the appropriations for, and to amend the laws respecting, the State of Delaware’s programs for purposes mental health. However, the State parties acting under their existing authority agree that it will be a condition of their conduct of the Parties’ preservation obligations pursuant programs covered by this agreement to Federal Rule of Civil Procedure 26, litigation is not “reasonably foreseeable” concerning comply with the matters described in Settlement Agreement. O. If the Findings Letter. To the extent that either Party previously implemented a litigation hold State fails to preserve documents, electronically stored information, or things related attain necessary appropriations to the matters described in the Findings Lettercomply with this Settlement Agreement, the Party is no longer required United States has the right to maintain such a litigation hold. Nothing in withdraw its consent to this paragraph relieves either Party agreement and revive any claims otherwise barred by operation of any other obligations imposed by this Settlement Agreement. P. The United States and the State shall bear the cost of their fees and expenses incurred in connection with this case.

CONSTRUCTION AND TERMINATION. A. 1. The Parties agree to jointly file this Interim Settlement Agreement with the Court, together with a Complaint and a joint motion to conditionally dismiss the Complaint pursuant to Federal Rule of Civil Procedure 41(a). The Parties further agree that this case will remain on the Court’s inactive docket, with the Court retaining jurisdiction to enforce the Interim Agreement in the event of any disputes that may arise between the Parties until the Interim Agreement terminates, subject to the limitations set forth in Sections V(F) and (GXIX(7)-(8) of this Interim Settlement Agreement. In the event the Court declines to retain jurisdiction, this Interim Settlement Agreement shall become null and void and the United States has the right to revive any claims otherwise barred by operation of this Agreement.Interim Settlement Agreement.‌ B. 2. The implementation of this Interim Settlement Agreement shall begin immediately upon execution. The Parties anticipate that the State and the City will have substantially complied with all provisions of this Agreement by July 1, 2020, unless the Interim Settlement Agreement is otherwise terminated, cancelled, or extended. Substantial compliance is achieved if any where the State and City have implemented all of the provisions of the Interim Settlement Agreement for all individuals in the Target Populations. Any violations of the Interim Settlement Agreement that are minor and occasional and are not systemicsystemic shall not be deemed noncompliance. Any Interim Settlement Agreement deadline may be extended by mutual agreement of both Parties the United States and the State and/or the City, or pursuant to the process described in Section V(CXIX(3) below in the event that the State has not achieved substantial compliance with the Agreement on or before July 1, 2020. C. 3. The Parties anticipate that the State and City will have substantially complied with all provisions of the Interim Settlement Agreement by July 1, 2020. The Court shall retain jurisdiction of this action for the all purposes specified in Section V(A) until July 1, 2020 both Defendants have substantially complied with all provisions of this Interim Settlement Agreement and maintained substantial compliance with all provisions for one year unless: (1) the Parties United States together with the State and/or the City jointly ask the Court to terminate the Interim Agreement as to the requesting Defendant before July 1, 2020, pursuant to Section XIX(4); or (2) the United States disputes that the State and/or City is in substantial compliance with the Agreement as of July 1, 2020. If so, the United States shall inform the Court Court, and the State and/or City by January 1, 2020 that it disputes substantial compliance, and the Court may schedule further proceedings as appropriate. In any such proceedings, the burden shall be on the State and/or City to demonstrate substantial compliance. If one Defendant has independently substantially complied, the Interim Settlement Agreement can be terminated as to that Party, even if another Party has not substantially complied. D. 4. As set forth in Section XIX(3), the United States and the State and/or City may agree to terminate the Interim Settlement Agreement as to one or both Defendants before the end of the anticipated term, provided the State and/or City has substantially complied with all provisions of the Interim Settlement Agreement and maintained substantial compliance with all provisions for one year. If the United States agrees to release only one Defendant from its obligations under the Interim Settlement Agreement, the remaining party continues to be bound by the terms of the Interim Settlement Agreement. 5. Within 60 30 days after the Interim Settlement Agreement is signed, both Parties the each Defendant shall select and appoint an Interim Settlement Agreement Coordinator to oversee compliance with this Interim Settlement Agreement and to serve as a point of contact for the ReviewerMonitor, and shall provide notice to the Reviewer Monitor and to the other Party Parties of the Interim Settlement Agreement Coordinator’s name, title, address, telephone number and e-mail address.address.‌ E. 6. Throughout the pendency of this Interim Settlement Agreement, the United States and the State and City will coordinate and discuss areas of disagreement and attempt to resolve outstanding differences. In the event of any dispute over the language or construction of this Interim Settlement Agreement or its requirements, the Parties agree to meet and confer in an effort to achieve a mutually agreeable resolution prior to terminating the Interim Settlement Agreement. Overall, it is intended that the Parties will pursue a problem-solving approach so that disagreements can be minimized and resolved amicably and the energies of the Parties can be focused on the StateState and City’s compliance with the provisions of this Interim Settlement Agreement. F. 7. With the exception of conditions or practices that pose an immediate and serious threat to the life, health, or safety of individuals receiving services under this Interim Settlement Agreement, if the United States believes the State and/or City has failed to fulfill any obligation under this Interim Settlement Agreement, the United States shall, prior to initiating any court proceeding, notify the State and/or City in writing of any alleged non-non- compliance with the Interim Settlement Agreement and request that the State and/or City take action to correct such alleged non- non-compliance. With the exception of conditions or practices that pose an immediate and serious threat to the life, health, or safety of individuals receiving services under this Interim Settlement Agreement, the State and/or City shall have 45 15 days from the date of such written notice to respond to the United States in writing by denying that noncompliance has occurred, or by accepting (without necessarily admitting) the allegation of noncompliance and proposing steps that the State and/or City will take, and by when, to cure the noncompliance. If the State and/or City fails to respond within 45 15 days or denies that noncompliance has occurred, the United States may seek an appropriate judicial remedy. G. 8. If the State and/or City responds by proposing a curative action by a specified date, the United States may accept the State’s and/or City’s proposal or offer a counterproposal for a different curative action or deadline. If the Parties reach an agreement that varies from the provisions of this Interim Settlement Agreement, the new agreement shall be in writing, signed and filed with the Court. If the Parties fail to reach agreement on a plan for curative action, the United States may seek an appropriate judicial remedy, and shall have the burden of proving such alleged noncompliance, other than as described in Section V(C). The Parties will not seek to have the Court enforce implementation of this Interim Settlement Agreement other than through the process set forth in Sections V(F) and (GXIX(7)-(8). H. 9. Any modification of this Interim Settlement Agreement must be consented to by the Parties, 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. The Parties shall promptly notify each other of any judicial or administrative challenge to this Interim Settlement Agreement or any portion thereof, and shall defend against any challenge to the Interim Settlement Agreement. I. 10. Failure by any Party to enforce this entire Interim Settlement Agreement or any provision thereof with respect to any deadline or any other provision herein shall not be construed as a waiver.waiver.‌‌ J. 11. The State and City shall maintain sufficient records to document that the requirements of this Interim Settlement Agreement are being properly implemented and shall make such records available to the Independent Reviewer Monitor or the United States for inspection and copying upon request. The Independent Reviewer Monitor or the United States may require additional written reports from the State and/or City with regard to the State’s or the City’s compliance with the terms of this Interim Settlement Agreement. The State and City will cooperate and comply with those requests. K. 12. The State and City will work collaboratively with the United States to provide full access for the United States and the Monitor to the people, places, and documents that are necessary to assess the State’s and City’s compliance with and/or implementation of this Agreement Interim Settlement Agreement, subject to applicable federal and state law. L. 13. The Parties agree that, as of the date the court enters the order conditionally dismissing the Complaint and retaining jurisdiction, for purposes of the Parties’ preservation obligations pursuant to Federal Rule of Civil Procedure 26, litigation is not “reasonably foreseeable” concerning the matters described in the Findings LetterLetter issued to either the State or the City pertaining to either TTP and/or Birch. To the extent that either Party previously implemented a litigation hold to preserve documents, electronically stored information, or things related to the matters described in the Findings LetterLetter issued to either the State or the City pertaining to TTP and/or Birch, the Party is no longer required to maintain such a litigation hold. Nothing in this paragraph relieves either Party the United States, the State, or the City of any other obligations imposed by this Interim Settlement Agreement.