Common use of INDEPENDENT REVIEWER Clause in Contracts

INDEPENDENT REVIEWER. A. The Parties have selected Xxxxxxx Xxxxxxx as an expert to monitor the State’s implementation of this Agreement (the “Reviewer”). The Reviewer shall have full authority to independently assess, review, and report annually on the State’s implementation of and compliance with the provisions of this Agreement. In the event that the Reviewer resigns or the Parties agree to replace the Reviewer, the Parties shall meet and confer within 30 days of the notice of resignation or the Parties’ agreement to select a replacement Reviewer. If they are unable to agree on a replacement Reviewer, the Parties shall each, within 21 days of the meet and confer, nominate two individuals with expertise in the provision of community- based services to persons with mental illness. The Court will select the replacement Reviewer from among those nominated by the Parties. B. The annual budget for the Reviewer shall be $250,000.00. All reasonable fees, costs and expenses of the Reviewer, including the cost of any consultants or staff hired by the Reviewer, shall be borne by the State up to the amount of this annual budget. The Reviewer shall provide a monthly accounting justifying the fees, costs and expenses. In no event will the State reimburse the Reviewer for any fees, costs or expenses that exceed the amount of this annual budget. The State shall be the final arbiter of what costs and expenses are considered reasonable. C. Within the budget described in Section IV(B), above, the Reviewer may hire staff and consultants, in consultation with and subject to reasonable objections by the State, to assist in his or her evaluations of the State’s compliance with this Agreement. The Reviewer and any hired staff or consultants are neither agents nor business associates of the State, the United States, or the Court. D. The Reviewer will confer regularly and informally with the Parties on matters related to implementation efforts and compliance. E. The Reviewer, and any hired staff or consultants, may: 1. Have ex parte communications at any time with the Parties, including counsel for the Parties, and employees, agents, contractors and all others working for or on behalf of the State or the United States to implement the terms of this Agreement. 2. Request meetings with either or both Parties. The purpose of these meetings shall include, among other things, prioritizing areas for the Reviewer to review, scheduling visits, discussing areas of concern, and discussing areas in which technical assistance may be appropriate. 3. Speak with stakeholders with such stakeholders’ consent, on a confidential basis or otherwise, at the Reviewer’s discretion. 4. Speak with anyone else the Reviewer and any staff/consultants deem necessary for completing the compliance evaluations and reports required by this Agreement. However, the State has no obligation to require any individual who is not a State employee or contractor to speak with the Reviewer. 5. Provide technical assistance to the State regarding any issue related to compliance with this Agreement. 6. Attempt to resolve any dispute arising out of a Party’s position with regard to the construction or implementation of this Agreement. 7. Testify in this case regarding any matter relating to the implementation, enforcement, or dissolution of the Agreement, including the Reviewer’s observations, findings and recommendations in this matter. The Reviewer may not voluntarily testify as an expert witness against the State in any other administrative or civil proceeding of whatever nature brought before any federal or state court or other administrative or judicial tribunal. This limitation shall be a required term in the State’s Contract with the Reviewer, which must also meet the State’s Department of Administration, Division of Purchase and Contract Agency Purchasing Manual requirements, N.C. Administrative Code Title 1 Chapter 5, Title 4 Chapter 21 (ITS Home Page), and Articles 3 and 3C of Chapter 143 and Article 3D of Chapter 147 of the North Carolina General Statutes. F. Throughout the pendency of this Agreement, the Reviewer 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 the Agreement. G. The Reviewer shall comply with all federal and State patient rights and confidentiality laws and regulations, including, but not limited to: N.C. Gen. Stat. § 122C-52, N.C. Gen. Stat. § 108A-80, the Adult Care Home Residents’ Xxxx of Rights requirements contained in Chapter 131D of the North Carolina General Statutes, the Health Insurance Portability and Accountability Act of 1996 (“HIPAA”), the Standard for Privacy of Individually Identifiable Health Information and Health Insurance Reform: Security Standards, 45 C.F.R. Part 164, alcohol and drug abuse patient records laws codified at 42 U.S.C. § 290dd-2 and 42 C.F.R. Part 2, the Health Information Technology for Economics and Clinical Health Act (“HITECH Act”) adopted as part of the American Recovery and Reinvestment Act of 2009 (Public Law 111-5). H. The duties of the Reviewer shall be to observe, review, report findings, and make recommendations to the parties solely with respect to the implementation of and compliance with the Agreement. The State shall direct all agencies, employees and contractors to cooperate fully with the Reviewer. Neither Party shall interfere with the independent functions of the Reviewer. The Reviewer shall devote such time as is necessary to fulfill the purposes of the duties and responsibilities of the Reviewer pursuant to this Agreement, but within the annual budget set forth in Section IV(B). I. The Reviewer and any staff/consultants will have full access to the people, places, and documents that are necessary to assess the State’s compliance with and/or implementation of this Agreement, as permitted by law and in accordance with the limitations set forth in Section IV(G). J. The Reviewer shall consult with the State and shall submit a written plan with regard to the methodologies to be used by the Reviewer to assess compliance with and implementation of the Agreement. The Parties shall approve the plan prior to implementation. The Reviewer’s evaluations will include regular onsite inspection of individuals’ residences and programs; interviews with individuals receiving services under this Agreement who consent to be interviewed and interviews with administrators, professional and direct care staff, contractors, family members, and others who serve or support individuals in the target population; detailed review of pertinent documents and records; and review and assessment of pre-admission screening documents, discharge planning and discharge plans, especially with regard to those pre-admission screenings and discharge plans where the individual’s team has been unable to identify and/or effect an appropriate community placement. K. The Reviewer shall conduct a baseline evaluation of the State’s compliance with the terms of this Agreement and produce a written report to the Parties with regard to the State’s compliance with particular provisions of the Agreement within 120 days after the Reviewer is engaged by the State. This initial baseline evaluation is intended to inform the parties and the Reviewer of the status of compliance. L. Following the baseline evaluation, the Reviewer shall conduct evaluations of and issue annual written reports regarding the State’s compliance. The Reviewer shall produce annual reports regarding the State’s compliance with particular provisions of the Agreement to the Parties as soon as possible, but no later than February 1 of every year. The Reviewer will not file these reports with the Court without the express authorization of the Parties, unless submission to the Court is in connection with the process set forth in Sections V(F) and (G). In connection with the evaluations, the State shall establish a schedule of evaluation visits for the upcoming year, to be repeated annually thereafter. M. The written report shall detail with as much specificity as possible how the State is or is not in compliance with particular provisions of the Agreement. A draft of the Reviewer’s report shall be provided to the Parties for comment at least thirty days prior to issuance of the final report. N. The Reviewer, including any hired staff or consultants, shall not enter into any new contract with the State or the United States while serving as the Reviewer without the written consent of the other Party.

INDEPENDENT REVIEWER. A. The Parties have selected Xxxxxxx Xxxxxxx as an expert to monitor the State’s implementation of this Agreement (the “Reviewer”). The Reviewer shall have full authority to independently assess, review, and report annually on the State’s implementation of and compliance with the provisions of this Agreement. In the event that the Reviewer resigns or the Parties agree to replace the Reviewer, the Parties shall meet and confer within 30 days of the notice of resignation or the Parties’ agreement to select a replacement Reviewer. If they are unable to agree on a replacement Reviewer, the Parties shall each, within 21 days of the meet and confer, nominate two individuals with expertise in the provision of community- community-based services to persons with mental illness. The Court will select the replacement Reviewer from among those nominated by the Parties. B. . The annual budget for the Reviewer shall be $250,000.00. All reasonable fees, costs and expenses of the Reviewer, including the cost of any consultants or staff hired by the Reviewer, shall be borne by the State up to the amount of this annual budget. The Reviewer shall provide a monthly accounting justifying the fees, costs and expenses. In no event will the State reimburse the Reviewer for any fees, costs or expenses that exceed the amount of this annual budget. The State shall be the final arbiter of what costs and expenses are considered reasonable. C. . Within the budget described in Section IV(B), above, the Reviewer may hire staff and consultants, in consultation with and subject to reasonable objections by the State, to assist in his or her evaluations of the State’s compliance with this Agreement. The Reviewer and any hired staff or consultants are neither agents nor business associates of the State, the United States, or the Court. D. . The Reviewer will confer regularly and informally with the Parties on matters related to implementation efforts and compliance. E. . The Reviewer, and any hired staff or consultants, may: 1. : Have ex parte communications at any time with the Parties, including counsel for the Parties, and employees, agents, contractors and all others working for or on behalf of the State or the United States to implement the terms of this Agreement. 2. Request meetings with either or both Parties. The purpose of these meetings shall include, among other things, prioritizing areas for the Reviewer to review, scheduling visits, discussing areas of concern, and discussing areas in which technical assistance may be appropriate. 3. Speak with stakeholders with such stakeholders’ consent, on a confidential basis or otherwise, at the Reviewer’s discretion. 4. Speak with anyone else the Reviewer and any staff/consultants deem necessary for completing the compliance evaluations and reports required by this Agreement. However, the State has no obligation to require any individual who is not a State employee or contractor to speak with the Reviewer. 5. Provide technical assistance to the State regarding any issue related to compliance with this Agreement. 6. Attempt to resolve any dispute arising out of a Party’s position with regard to the construction or implementation of this Agreement. 7. Testify in this case regarding any matter relating to the implementation, enforcement, or dissolution of the Agreement, including the Reviewer’s observations, findings and recommendations in this matter. The Reviewer may not voluntarily testify as an expert witness against the State in any other administrative or civil proceeding of whatever nature brought before any federal or state court or other administrative or judicial tribunal. This limitation shall be a required term in the State’s Contract with the Reviewer, which must also meet the State’s Department of Administration, Division of Purchase and Contract Agency Purchasing Manual requirements, N.C. Administrative Code Title 1 Chapter 5, Title 4 Chapter 21 (ITS Home Page), and Articles 3 and 3C of Chapter 143 and Article 3D of Chapter 147 of the North Carolina General Statutes. F. . Throughout the pendency of this Agreement, the Reviewer will pursue a problem- 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 the Agreement. G. . The Reviewer shall comply with all federal and State patient rights and confidentiality laws and regulations, including, but not limited to: N.C. Gen. Stat. § 122C-52, N.C. Gen. Stat. § 108A-80, the Adult Care Home Residents’ Xxxx Bill of Rights requirements contained in Chapter 131D of the North Carolina General Statutes, the Health Insurance Portability and Accountability Act of 1996 (“HIPAA”), the Standard for Privacy of Individually Identifiable Health Information and Health Insurance Reform: Security Standards, 45 C.F.R. Part 164, alcohol and drug abuse patient records laws codified at 42 U.S.C. § 290dd-2 and 42 C.F.R. Part 2, the Health Information Technology for Economics and Clinical Health Act (“HITECH Act”) adopted as part of the American Recovery and Reinvestment Act of 2009 (Public Law 111-5). H. . The duties of the Reviewer shall be to observe, review, report findings, and make recommendations to the parties solely with respect to the implementation of and compliance with the Agreement. The State shall direct all agencies, employees and contractors to cooperate fully with the Reviewer. Neither Party shall interfere with the independent functions of the Reviewer. The Reviewer shall devote such time as is necessary to fulfill the purposes of the duties and responsibilities of the Reviewer pursuant to this Agreement, but within the annual budget set forth in Section IV(B). I. . The Reviewer and any staff/consultants will have full access to the people, places, and documents that are necessary to assess the State’s compliance with and/or implementation of this Agreement, as permitted by law and in accordance with the limitations set forth in Section IV(G). J. . The Reviewer shall consult with the State and shall submit a written plan with regard to the methodologies to be used by the Reviewer to assess compliance with and implementation of the Agreement. The Parties shall approve the plan prior to implementation. The Reviewer’s evaluations will include regular onsite inspection of individuals’ residences and programs; interviews with individuals receiving services under this Agreement who consent to be interviewed and interviews with administrators, professional and direct care staff, contractors, family members, and others who serve or support individuals in the target population; detailed review of pertinent documents and records; and review and assessment of pre-admission screening documents, discharge planning and discharge plans, especially with regard to those pre-admission screenings and discharge plans where the individual’s team has been unable to identify and/or effect an appropriate community placement. K. . The Reviewer shall conduct a baseline evaluation of the State’s compliance with the terms of this Agreement and produce a written report to the Parties with regard to the State’s compliance with particular provisions of the Agreement within 120 days after the Reviewer is engaged by the State. This initial baseline evaluation is intended to inform the parties and the Reviewer of the status of compliance. L. . Following the baseline evaluation, the Reviewer shall conduct evaluations of and issue annual written reports regarding the State’s compliance. The Reviewer shall produce annual reports regarding the State’s compliance with particular provisions of the Agreement to the Parties as soon as possible, but no later than February 1 of every year. The Reviewer will not file these reports with the Court without the express authorization of the Parties, unless submission to the Court is in connection with the process set forth in Sections V(F) and (G). In connection with the evaluations, the State shall establish a schedule of evaluation visits for the upcoming year, to be repeated annually thereafter. M. . The written report shall detail with as much specificity as possible how the State is or is not in compliance with particular provisions of the Agreement. A draft of the Reviewer’s report shall be provided to the Parties for comment at least thirty days prior to issuance of the final report. N. . The Reviewer, including any hired staff or consultants, shall not enter into any new contract with the State or the United States while serving as the Reviewer without the written consent of the other Party.

INDEPENDENT REVIEWER. A. 1. The Parties have selected agree that Xxxxxxxx Xxxxxxx Xxxxxxx as an expert shall be the Independent Reviewer (“Reviewer”) to monitor the State’s implementation of this Agreement (the “Reviewer”). The State shall retain the Independent Reviewer shall have full authority to independently assess, review, and report annually on the State’s implementation within 60 days of and compliance with the provisions of executing this Agreement. 2. In the event that the Reviewer resigns or the Parties agree to replace the Reviewer, the Parties shall meet and confer within 30 days of the notice of resignation or the Parties’ their agreement to and select a replacement Reviewerreplacement. If they are unable to agree on a the replacement Reviewer, Reviewer at the Parties “meet and confer,” the Plaintiffs and the State shall each, within 21 days of the “meet and confer, ,” nominate up to two individuals with expertise in the provision of community- based community services to persons with mental illness. The Court will shall select the replacement Reviewer from among those nominated by the Parties. B. 3. The annual budget for the Reviewer shall be $250,000.00350,000.00. All reasonable fees, costs and expenses of the Reviewer, including the cost of any consultants or staff hired by the Reviewer, shall be borne by the State up to the amount of this annual budget. The Reviewer shall provide a monthly accounting justifying the fees, costs and expenses. In no event will the State reimburse the Reviewer for any fees, costs or expenses that exceed the amount of this annual budget. Provided, however, in the event of significant changes in circumstances that result in the Independent Reviewer having to spend substantially more time or incur substantial and unforeseen expenses, the Independent Reviewer may seek approval by the State for an amendment to the budget and submit a justification for such amendment. Within 30 days, the State may question the need for, or the amount of, such additional unforeseen expenses, may suggest other alternatives to avoid some or all of such expenditures, and may withhold approval of such expenses; provided that approval of the proposed amendment shall not be unreasonably withheld. The State shall be the final arbiter of what costs and expenses are considered reasonable; provided, however, that any costs incurred consistent with the methodology approved pursuant to Section L (11) shall be considered reasonable. C. 4. Within the budget described in Section IV(B), L (3) above, the Reviewer may hire staff and consultants, in consultation with and subject to reasonable objections by the State, to assist in his or her evaluations evaluation of the State’s compliance with this Agreement. The Reviewer and any hired staff or consultants are neither agents nor business associates of the State, the United States, the Plaintiff Class, or the Court. D. 5. The Reviewer will shall confer regularly and informally with the Parties on matters related to implementation efforts and compliance. E. 6. The Reviewer, and any hired staff or consultants, may: 1. a. Have ex parte communications at any time with the Parties, including counsel for the Parties, and employees, agents, contractors and all others working for or on behalf of the State State, the Plaintiff Class or the United States to implement the terms of this Agreement. 2. b. Request meetings with either or both Parties. The purpose of these meetings shall include, among other things, prioritizing areas for the Reviewer to review, scheduling visits, discussing areas of concern, and discussing areas in which technical assistance may be appropriate. 3. c. Speak with stakeholders with such stakeholders’ consent, on a confidential basis or otherwise, at the Reviewer’s discretion. 4. d. Speak with anyone else the Reviewer and any staff/consultants deem necessary for completing the compliance evaluations and reports required by this Agreement. However, the State has no obligation to require any individual who is not a State employee or contractor to speak with the Reviewer. 5. e. Provide technical assistance to the State regarding any issue related to compliance with this Agreement. 6. f. Attempt to resolve any dispute arising out of a Party’s position with regard to the construction or implementation of this Agreement. 7. g. Testify in this case regarding any matter relating to the implementation, enforcement, or dissolution of the Agreement, including the Reviewer’s observations, findings and recommendations in this matter. The Reviewer may not voluntarily testify as an expert witness against the State in any other administrative or civil proceeding of whatever nature brought before any federal or state court or other administrative or judicial tribunal. This limitation shall be a required term in the State’s Contract with the Reviewer, which must also meet is subject to the State’s Department of Administration, Division of Purchase and Contract Agency Purchasing Manual requirements, N.C. Administrative Code Title 1 Chapter 5, Title 4 Chapter 21 (ITS Home Page), and Articles 3 and 3C of Chapter 143 and Article 3D of Chapter 147 approval of the North Carolina General StatutesNew York State Comptroller. F. 7. Throughout the pendency of this Agreement, the Reviewer will pursue a problem- 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 the Agreement. G. 8. The Reviewer shall comply with all federal and State patient rights and confidentiality laws and regulations, including, but not limited to: N.C. Gen. Stat. § 122C-52, N.C. Gen. Stat. § 108A-80, those set forth in the Adult Care Home Residents’ Xxxx of Rights requirements contained in Chapter 131D of the North Carolina General StatutesNew York State Public Health Law and Mental Hygiene Law, the Health Insurance Portability and Accountability Act of 1996 (“HIPAA”), the Standard for Privacy of Individually Identifiable Health Information and Health Insurance Reform: Security Standards, 45 C.F.R. Part 164, alcohol and drug abuse patient records laws codified at 42 U.S.C. § 290dd-2 and 42 C.F.R. Part 2, the Health Information Technology for Economics and Clinical Health Act (“HITECH Act”) adopted as part of the American Recovery and Reinvestment Act of 2009 (Public Law 111-5). For the purposes of Mental Hygiene Law § 33.13 (c) 1, the need for the Reviewer to access all relevant, otherwise confidential information shall be deemed to significantly outweigh the need for confidentiality. H. 9. The duties of the Reviewer shall be to observe, review, report findings, and make recommendations to the parties solely with respect to the implementation of and compliance with the Agreement. The State shall direct all agencies, employees and contractors to cooperate fully with the Reviewer. Neither Party shall interfere with the independent functions of the Reviewer. The Reviewer shall devote such time as is necessary to fulfill the purposes of the duties and responsibilities of the Reviewer pursuant to this Agreement, but within the annual budget set forth in Section IV(BL (3). I. 10. The Reviewer and any staff/consultants will have full access to the people, places, and documents that are necessary to assess the State’s compliance with and/or implementation of this Agreement, as permitted by law and in accordance with the limitations set forth in Section IV(G)L (8). J. 11. The Reviewer shall consult with the State Parties and shall submit a written plan with regard to the methodologies to be used by the Reviewer to assess compliance with and implementation of the Agreement. The Parties shall approve the plan prior to implementation. The Reviewer’s evaluations will may include regular onsite inspection of individuals’ residences residences, with the consent of such individuals, and programs; interviews with individuals receiving services under this Agreement who consent to be interviewed and interviews with administrators, professional and direct care staff, contractors, family members, and others who serve or support individuals in the target population; detailed review of pertinent documents and records; and review and assessment of pre-admission screening documents, discharge planning and discharge plans, especially with regard to those pre-admission screenings and discharge plans where the individual’s team has been unable to identify and/or effect an appropriate community placementinterviewed. K. The Reviewer shall conduct a baseline evaluation of the State’s compliance 12. In consultation with the terms Independent Reviewer, the State shall develop a work plan to guide its implementation of this Agreement and produce a written report to the Parties with regard to the State’s compliance with particular provisions of the Agreement within 120 days after the Reviewer is engaged by the State. This initial baseline evaluation is intended to inform The State shall share the parties and work plan with the Reviewer of the status of complianceParties. L. Following the baseline evaluation, the 13. The Reviewer shall conduct evaluations of and issue five annual written reports regarding the State’s compliance. The Reviewer shall produce five annual reports regarding the State’s compliance with particular provisions of the Agreement to the Parties as soon as possible, but no later than February 1 of every year. The Reviewer will not file these reports with and the Court without the express authorization of the Parties, unless submission pursuant to the Court is time frame in connection with the process set forth in Sections V(F) and Section L (G14). In connection with the evaluations, the State shall establish a schedule of evaluation visits for the upcoming year, to be repeated annually thereafter. M. 14. The written report shall detail with as much specificity as possible how the State is or is not in compliance with particular provisions of the Agreement. A draft of the Reviewer’s report shall be provided to the Parties for comment at least thirty each year within 30 days prior to issuance after the anniversary date of the Court’s approval of this Agreement. The parties shall have 30 days after receipt of such draft report to provide comments to the Reviewer, on notice to each other, and the Reviewer shall issue to the Parties a final reportannual report within 15 days after receiving such comments; provided, however, that the parties may agree to extend such deadlines. N. 15. The Reviewer, including any hired staff or consultants, shall not enter into any new contract with the State State, the Plaintiff Class, or the United States while serving as the Reviewer without the written consent of the other Party. 16. The Reviewer, including any hired staff or consultants, shall not be: a. Liable for any claim, lawsuit, or demand arising out of the reviewing functions set forth in this Settlement Agreement. This paragraph does not apply to any proceeding before this Court for enforcement of payment of contracts or subcontracts for reviewing functions under this Settlement Agreement. b. Subject to formal discovery, including, but not limited to, deposition(s), request(s) for documents, request(s) for admissions, interrogatories, or other disclosures. The Parties are not entitled to access the Independent Reviewer’s records or communications, although the Independent Reviewer may provide copies of records or communications at the Reviewer’s discretion. The Court may review relevant records of the Reviewer in an enforcement proceeding pursuant to Court order under Section M of this Agreement. 17. The Independent Reviewer defined in Section L of the Settlement Agreement may communicate with the court on an ex parte basis, provided that the Independent Reviewer shall thereafter provide the parties a summary of the substance of the communication orally or in writing.