Common use of INTERPRETATION OF THE PLAN Clause in Contracts

INTERPRETATION OF THE PLAN. 1. The parties recognize that implementation of the Plan must be evaluated and interpreted in light of standards not expressly set forth in the Plan. In such cases, for purposes of determining whether CSH has implemented the Plan, or any portion thereof, the parties agree that the relevant and applicable standard shall be as follows: Decisions by Virginia with respect to the implementation of policies, procedures, and other activities required by the Plan shall be evaluated for the purposes of determining compliance with the Plan by the "professional judgment" standard articulated in ▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇, 457 U.S. 307 (1982). 2. This Agreement, together with attachments, is an integrated document and contains the entire agreement between the parties, and wholly cancels, terminates, and supersedes any and all previous and/or contemporaneous oral agreements, negotiations, and commitments and writings between the parties thereto with respect to this Action and CSH. 3. Except as provided in ¶ 7 below, no change, modification, extension, termination, discharge, abandonment or waiver of this Agreement or any of the provisions hereof, nor any representation, promise or condition relating to this Agreement shall be binding upon the parties hereto unless made in writing and signed by the parties or their counsel. 4. Nothing contained in this Agreement or in the Plan shall be construed as an admission or evidence (i) that the practices at CSH have at anytime or in any way violated constitutional standards or other legal standards governing the provision of care at CSH, (ii) that the terms of the Agreement or the Plan are necessary to meet constitutional standards or other legal standards governing the provision of care at CSH, or (iii) that the policies, practices, and procedures described in the Plan did not exist at CSH prior to the initiation of the CRIPA investigation; nor shall this Agreement or the Plan be used by any person or party as the basis for any liability of Virginia except as expressly provided herein with respect to this Action. 5. Each of the terms of the Agreement and the Plan shall be deemed to have been mutually drafted by the parties, and shall not be construed against either party as the author thereof. 6. Deadlines and time references (e.g., use of present and past tense) used in the Plan shall reflect CSH's schedule for implementation as of the original and/or revised date of the Plan. They may be used for purposes of consultation between the United States and Virginia, pursuant to the Consultation Tour provided by Section V. Notwithstanding such deadlines and time references, CSH shall be deemed to have implemented this Plan for all purposes under the Agreement if it has been implemented by the Notice Date, except that the nurse staff provisions contained in Section III of the Plan shall be subject to a Motion to Restore if not implemented by December 31, 1999. 7. Virginia shall have the right to propose modifications to the Plan from time to time by giving the United States written notice of the language proposed for deletion from and/or addition to the Plan. Such proposed modifications shall be deemed effective for all purposes under this Agreement on the date specified in the proposal unless the United States gives Virginia written notice of its objection within 30 days of its receipt of the proposed modification. 8. Virginia shall not be deemed to have failed to achieve substantial compliance with the Plan due to any shortage of staff where such shortage is the result of an unusual level of absences beyond Virginia's reasonable control, or vacancies created by the death, discharge, retirement, or resignation of any employee or by the creation of new positions in response to an increase in census, so long as Virginia takes necessary steps to fill such vacancies with reasonable promptness. 9. In the event the United States hereafter files any motion or commences any action or proceeding, alleging that Virginia has failed to meet any obligations to which it may be lawfully subject under the Americans with Disabilities Act of 1990 ("ADA"), neither the position of the United States nor the position of Virginia shall be in any way prejudiced by the provisions of the Plan found under Part V thereof ("Discharge Planning and Community Placement"). Said provisions shall in no way limit either party with respect to the ADA, including but not limited to arguments regarding constitutional, statutory and/or regulatory interpretation and authority.