Common use of CONSTRUCTION AND TERMINATION Clause in Contracts

CONSTRUCTION AND TERMINATION. 1. The Parties agree to jointly file this Consent Decree with the United States District Court for the District of Rhode Island. 2. The implementation of this Consent Decree shall begin immediately upon the Effective Date, which shall be the date on which this Consent Decree is approved and entered as an order of the Court. The Parties anticipate that Rhode Island will have complied with all provisions of the Consent Decree by the end of State Fiscal Year 2024, unless this Consent Decree is otherwise terminated, cancelled, or extended. Substantial compliance is achieved where the State has implemented all of the provisions of the Consent Decree for all individuals in the Target Populations. Any violations of the Consent Decree that are minor and occasional and are not systemic shall not be deemed noncompliance. The Court shall retain jurisdiction of this action for all purposes until the end of State Fiscal Year 2024, unless: a. The Parties jointly ask the Court to terminate the Consent Decree before the end of State Fiscal Year 2024, provided Rhode Island has complied with this Consent Decree and maintained compliance for one year; or b. The United States disputes that Rhode Island is in compliance with the Consent Decree at the end of State Fiscal Year 2024. The United States shall inform the Court and Rhode Island by January 1, 2024, that it disputes 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. 3. Any Consent Decree deadline may be extended by mutual agreement of the United States and the State. Within 30 days after the Consent Decree is signed, the Defendant, through the Office of the Governor, shall select and appoint a Consent Decree Coordinator to oversee compliance with this Consent Decree and to serve as a point of contact for the Monitor, and shall provide notice to the Monitor and to the other Parties of the Consent Decree Coordinator’s name, title, address, telephone number, and e-mail address. The individual serving as the Consent Decree Coordinator shall remain except upon cause or by mutual decision of the Parties. The Consent Decree Coordinator may be the same person as the State’s Interim Settlement Agreement Coordinator in the matter of United States v. State of Rhode Island and City of Providence, No. 1:13-cv-00442 (D.R.I. July 11, 2013). 4. Throughout the pendency of this Consent Decree, 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 Consent Decree or its requirements, the Parties agree to meet and confer in an effort to achieve a mutually agreeable resolution prior to initiating any court proceeding. 5. 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 Consent Decree, if the United States believes the State has failed to fulfill any obligation under this Consent Decree, the United States shall, prior to initiating any court proceeding, notify the State in writing of any alleged non-compliance with the Consent Decree 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 Consent Decree, the State shall have 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 will take, and by when, to cure the noncompliance. If the State fails to respond within 15 days, denies that noncompliance has occurred, or provides a proposal for curative action that is on its face insufficient, the United States may seek an appropriate judicial remedy. 6. If the State responds by proposing a curative action by a specified date that is not on its face insufficient, 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 Consent Decree, 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. Any modification of this Consent Decree must be consented to by the Parties, and shall be executed in writing by the Parties, and the Parties will file the agreed upon modification jointly with the Court. The Parties shall promptly notify each other of any judicial or administrative challenge to this Consent Decree or any portion thereof, and shall defend against any challenge to the Consent Decree. 7. If the United States, having satisfied the requirements of Sections XIX(5)-(6) above, initiates a court proceeding based on the State’s failure to meet the Outcomes specified in Section IV, then the State will have a defense in the proceeding if it can demonstrate both that: (1) it is performing its obligations under Sections V (“Supported Employment Services and Placements”), VI (“Integrated Day Services and Placements”), VII (“Career Development Planning”), VIII (“Transition Planning for Youth”), IX (“Training”), X (“Outreach, Education, and Support”), XI (“Provider Capacity”), XII (“State and Other Agency Actions”), XIII (“Interagency Collaboration”), XIV (“Funding”), XV (“Quality Improvement”), and XVI (“Data Collection and Reporting”); and (2) it was impossible to meet the relevant Outcome or Outcomes in Section IV because factors beyond the State’s control impeded the effect of the services and supports that the State provided under Sections V-XVI. 8. Failure by any Party to enforce this entire Consent Decree or any provision thereof with respect to any deadline or any other provision herein shall not be construed as a waiver. 9. The State shall maintain sufficient records to document that the requirements of this Consent Decree are being properly implemented and shall make such records available to the Monitor or the United States for inspection and copying upon request. The Monitor or the United States may require additional written reports from the State with regard to the State’s compliance with the terms of this Consent Decree. The State will cooperate and comply with those requests. 10. The State 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 compliance with and/or implementation of this Consent Decree, subject to applicable federal and state law. 11. The Parties agree that, as of the date the Court approves and enters this Consent Decree as an order of the Court, 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 issued to the State pertaining to the statewide day activity service system, including sheltered workshops and facility-based day programs. 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 issued to the State on January 6, 2014, the Party is no longer required to maintain such a litigation hold. Nothing in this paragraph relieves the United States or the State of any other obligations imposed by this Consent Decree.