PUBLISH UNITED STATES COURT OF APPEALS FOR THE TENTH CIRCUIT

_________________________________ WALTER STEPHEN JACKSON, by his parents and next friends, Walter and Helen Jackson; STEVE NUNEZ, by his guardian and next friend, A RC of New Mexico; MARY KATHERINE NOWAK, by her next friend, James W. Ellis, Esquire; RICHARD STANFIELD, by his father and next friend, The Reverend Clyde Stanfield; BETTY YOUNG, by her next friend, Mary Dudley, Ph.D.; KELLY VAN CUREN, by her parents and next friends, Ted and Sallie Van Curen, on behalf of themselves and all others similarly situated, Plaintiffs - Appellees, and ARC OF NEW MEXICO; AVA PEETS, Plaintiffs Intervenors - Appellees,

v. LOS LUNAS COMMUNITY PROGRAM; NEW MEXICO DEPARTMENT OF HEALTH; LYNN GALLAGHER, in her official capacity as Secretary of the New Mexico Department of Health; JILL MARSHALL, in her official capacity as Administrator for the Los Lunas Community Program; NEW MEXICO HUMAN SERVICES DEPARTMENT; BRENT EARNEST, in his official capacity as Secretary of the New Mexico Human Services Department; NEW MEXICO No. 16-2172 FILED United States Court of Appeals Tenth Circuit 

### January 23, 2018 Elisabeth A. Shumaker Clerk of Court2 PUBLIC EDUCATION DEPARTMENT; JOE D. CORDOVA, in his official capacity as Director of the New Mexico Vocational Rehabilitation Division, Defendants - Appellants.

_________________________________ Appeal from the United States District Court for the District of New Mexico (D.C. No. 1:87-C V-00839-JAP-KBM)

_________________________________ Jerry A. Walz (James J. Grubel appeared w ith him on the briefs), Walz and Associates, P.C., Albuquerque, New Mexico, for Defendants - Appellants. Steven J. Schwartz, Center for Public Re presentation, Northampton, Massachusetts (Cathy Costanzo, Center for Public Represen tation, Northampton, Massachusetts; Peter Cubra, Albuquerque, New Me xico; Philip Davis, Albuquerque, New Mexico; Ann Sims, Los Lunas, New Mexico; Tim Gardner and Nancy Koenigsber g, Disability Rights New Mexico, Albuquerque, New Mexico, appeared with him on the briefs), for Plaintiffs - Appellees.

_________________________________ Before MATHESON , McKAY , and McHUGH , Circuit Judges.

_________________________________ McHUGH , Circuit Judge.

_________________________________ This civil rights class action lawsuit wa s filed thirty years ago to challenge various aspects of the institu tionalization of developmentally disabled individuals at two state-supported facilities in New Mexico. After a lengthy trial in 1990, the district court ruled that De fendants—the two institutions and the individuals charged with their operation—were violating cla ss members’ federal constitutional and statutory rights. The district court ordered the parties to develop a plan to cure the3 violations, and the plan was implemente d over the ensuing years through several consent decrees and other court-approved agr eements (collectively, consent decrees). Although the two institutions closed in the 1990s, the district c ourt has continued to monitor whether Defendants are in compliance with the obligations set forth in those consent decrees (decree obligat ions). And in the twenty-fi ve years since the court’s initial ruling, the parties have agreed to, and the court ha s approved, numerous additional decree obligations of varying specificity with which Defendants must comply before the court will discontinue its oversight. As of the di strict court’s most recent order, Defendants had yet to fu lfill over 300 decree obligations. In August 2015, Defendants moved unde r Federal Rule of Civil Procedure 60(b)(5) to vacate all consen t decrees and to terminate the court’s oversight, arguing that changed factual circumst ances warrant the requested relief. The district court denied the motion in June 2016. Defenda nts appealed. We vacate the 2016 Order and remand for the district court to decide whether Defendants are currently violating class members’ federal constitu tional or statutory rights and to reassess the equity of continuing federal oversight with th e benefit of thatdetermination. I. BACKGROUND To provide context for this dispute, we begin with an overview of the procedural history of this multi-decade li tigation. We then ex amine the district court’s ruling on Defendants’ Rule 60(b)(5) motion under the governing legal standard.4 A. Litigation History In July 1987, twenty-one developmenta lly disabled indivi duals brought this class action lawsuit on behalf of themselves and others similarl y situated. In their complaint, Plaintiffs challe nged the conditions of institu tionalization at Fort Stanton Hospital and Training School (Fort Stan ton) and Los Lunas Hospital and Training School (Los Lunas), both of which we re state-supported institutions for the developmentally disabled in New Mexico. Jackson v. Fort Stanton Hosp. & Training Sch. ( Jackson II ), 964 F.2d 980, 985 (10t h Cir. 1992). Plaintiffs sought to correct the federal constitutional and stat utory deficiencies of the c onditions at Fort Stanton and Los Lunas. Id. They also requested relief pe rmitting developmentally disabled persons residing at the institutio ns to live in integrated fam ily-like settings within the community. Id. In June 1988, the district court allowe d more than 125 parents and guardians of residents at Fort Stanton and Los Lunas to intervene. Id. Like Plaintiffs, Intervenors sought to bring the conditions at the two instituti ons into compliance with federal constituti onal and statutory law. Id. But Intervenors opposed Plaintiffs’ efforts to require mandatory transfer of the institutions’ resi dents to communitybased facilities. Id. In June 1989, the district court certified a class of “all persons who at that time resided at [Fort Stanton] or[Los Lunas], all persons w ho would become residents of the institutions during the pendency of th e action, and all persons who had been transferred from these two institutions to other facilities funded by [D]efendants.” Id.5 1. The 1990 Order After a prolonged trial, the district court issued, on December 28, 1990, an extensive Memorandum Opinio n and Order (1990 Order). Jackson v. Fort Stanton Hosp. & Training Sch. ( Jackson I ), 757 F. Supp. 1243 (D.N.M. 1990), rev’d in part , 964 F.2d 980 (10th Cir. 1992). In the 1990 Order, the court “made detailed findings of fact regarding almost every aspect of the conditions” at the two institutions, Jackson II, 964 F.2d at 986, and determined thatthe conditions were statutorily and constitutionally deficient in eighteen areas, Jackson I, 757 F. Supp. at 1315–16. 1 The court concluded that Defendants were di scriminating against class members in violation of § 504 of the Rehabilitation Act of 1973 by failing to provide adequate accommodations for severely handicapped residents ca pable of residing in a community setting, while simultaneously serving less se verely handicapped individuals in the community. See id. at 1297–99; see also 29 U.S.C. § 794. And the court ruled that Defendants were violati ng class members’ substantive due process rights under the Fourteenth Amendment and Youngberg v. Romeo , 457 U.S. 307 (1982). See Jackson I , 757 F. Supp. at 1305–13. Speci fically, the court ruled that

1 The eighteen areas of deficiencies ar e: (1) individual program plans; (2) medical records; (3) discha rge plans; (4) data collec tion; (5) qualified mental retardation professional services; (6) be havior management; (7) use of physical restraints; (8) prevention of abuse of residents; (9) reduc tion of accidents and injuries to residents; (10) reports of abuse, accidents, and injuries; (11) staff supe rvision; (12) preservice training of staff; (13) in-service training of staff; (14) sufficiency of professional staff; (15) adaptive equipmen t; (16) functional and chronologically age appropriate programming; (17) coordination between resi dential areas and training program areas; and (18) inadequate space in training program areas. Jackson v. Fort Stanton Hosp. & Training Sch. , 757 F. Supp. 1243, 1316–17 (D.N.M. 1990).6 Defendants were violating due process by failing to provi de residents of the two institutions with minimally adequate medical care; by fa iling “to provide reasonable conditions of safety for the residents”; by ph ysically restraining residents as a result of understaffing; by failing to pr ovide “minimally adequate tr aining” to the residents; and by failing to implement recommendations by interdisciplinar y treatment teams (Teams)—consisting of qualified professionals—that certain of these residents should be placed in community settings. Id. at 1306–07, 1312. 2 The district court ordered the partie s to work together in good faith “to formulate by agreement a plan to correct” the eighteen area s of deficiencies at the two institutions. Id. at 1315. The court required the pa rties to formulate a “detailed written policy to be adopted by and follo wed at each institution,” to designate persons responsible at each institution fo r implementing the correction plans, to describe the “strategies to be adopted by each institution” in order to ensure successful implementation of the correctio n plans, and to develop a “detailed timetable establishing deadlin es by which specific component s of the correction plan

2The district court further concluded th at Defendants violated class members’ substantive due process rights by “consider ing the present availability of community services when determining whether to recommend the residents for community placement.” Jackson v. Fort Stant on Hosp. & Training Sch. ( Jackson II ), 964 F.2d 980, 986 (10th Cir. 1992). Accordingly, th e district court pe rmanently enjoined Defendants “from permitting [Team s] to take into account th e availability or lack of availability of community services in reaching a reco mmendation as to whether a resident should be served in the community.” Id. On appeal, we reversed this portion of the 1990 Order, holding that the districtcourt erred in ruling that due process required Defendants be enjoined from permit ting Teams to considerthe availability of community services when making treatment decisions. Id. at 992.7 for each deficiency will be achieved.” Id. at 1316. The court also set September 10, 1991, as the deadline for “complete correction of all deficiencies.” Id. And the court required the parties to describe the “[m] eans of assuring conti nued compliance with appropriate standards after correction of the deficiencies has been achieved.” Id. The court further ordered Defendants to prepare, by March 1, 1991, “a written plan of transfer to an a ppropriate community setting fo r each resident whose [Team] has recommended placement in a community setting.” Id. at 1317. The court urged Plaintiffs to confer in good faith with De fendants to resolve any concerns Plaintiffs may have with the proposed plans a nd to amend the plans accordingly. Id. at 1316– 17. The court also afforded Pl aintiffs the opportunity to “f ile with the court and serve on [D]efendants a statement of any remaining objections they may have to, and their proposals for amending, any particular plan.” Id. Over the next several years, the districtcourt entered various remedial orders and continued to oversee enfo rcement of those orders. 3 See Jackson v. Los Lunas Ctr. ( Jackson III ), No. CIV 87-839-JAP/KBM, 2016 WL 9777237, at *2 (D.N.M. June 14, 2016).

3 In late 1993, Plaintiffs moved to am end their complaint by interlineation to assert a claim under the Americans with Di sabilities Act (ADA). Plaintiffs’ proposed claim asserted that Defendants violated the ADA by excluding class members with disabilities from certa in public programs and places of public accommodation and service and by segregating class members from their communities by congregating them in Fort Stanton and Los Lunas. In early 1994, the court granted Plaintiffs’ motion.8 2. The 1994 Stipulation Concerning Fort Stanton In 1994, New Mexico elected to close Fo rt Stanton by 1995 a nd to transfer all of the residents at the in stitution to community -based services. In April 1994, the parties filed a joint moti on under Rule 60(b) and Rufo v. Inmates of Suffolk County Jail , 502 U.S. 367 (1992), to modify portions of the district court’s 1990 Order, and to terminate the 1990 Order’s requirements as to Fort Stanton up on closure of that facility. The district court found the parties’ jo int motion “well-taken” and determined that “the proposed modification is consiste nt with the rights of the classmembers.” JA Vol. 3 at 582. As a re sult, the court relieved De fendants from making further improvements to Fort Stanton. In doing so, the court stated, “[i] n the event that all classmembers have been transferred from Fort Stanton to appropriate settings by July 31, 1995, this Order and all portions of the [1990 Order] concerning corrections of deficiencies . . . at Fort St anton will hereby be terminated.” Id. at 584. 3. The 1997 Joint Stipulation on Disengagement (JSD) and Plan of Action In October 1997, the parties presented the court with the JSD, a Plan of Action, and a joint motion requesting the c ourt’s approval of the JSD. According to the parties’ stipulation, the JSD “does not seek a remedy for past violations of Plaintiffs’ constitutional and statutory rights.” JA Vol. 7 at 1403. It is instead designed to prevent future harm by ensuring th at “Plaintiffs’ rights are not violated in the community settings.” Id. at 1394. To that end, th e JSD “defines the further actions and requirements” that Defendants had to co mplete, “and the services,9 supports, and benefits” that Defendants had to provide to class members, in order for Defendants to comply with their obligations under the c ourt’s existing orders. JA Vol. 4 at 622. The JSD acknowledges Defendants’ “subs tantial efforts to develop a nondiscriminatory service system for persons with developmental disabilities and to provide appropriate community living arrange ments and supports to classmembers.” Id. at 620. And it states Defendants had made “efforts to reasonably accommodate the residents of Fort Stanton and Los Lunas in community settings.” Id. at 621. As a result of those efforts, Fort Stanton closed in March 199 5 when all its residents had transitioned to community settings, and Los L unas closed in July 1997 when its last resident transitioned to the community. The JSD also includes a process for j udicial disengagement of Defendants’ decree obligations. And it identifies th e “Continued Improvement of Community Services” as an area subject to dise ngagement. The Continuous Improvement obligations address “a quality improvementapproach that requires Defendants to achieve a certain score on an annual audit.” Jackson III , 2016 WL 9777237, at *2 (internal quotation marks omitted). In th e order denying Defend ants’ Rule 60(b)(5) motion that is the subject of this appeal, the district co urt recognized that Defendants have achieved disengagement from fifty-si x of the seventy Con tinuous Improvement obligations. Id. The parties identified additional obliga tions in the Plan of Action, which Defendant Department of Health devel oped “to [e]nhance the Community Service10 System” for persons with developmental disabilities. JA Vol. 4 at 629. The Plan of Action contains “a narrative, desired outcomes, and specifi c activities for thirteen components of the comm unity service system.” 4 Id. Those thirteen components are contained in the Plan of Action’s thirteen attached appendices. Two more appendices were later added by c onsent of the parties. After holding a fairness hearing, the dist rict court issued, in December 1997, an order approving the JSD and the Plan of Action. The court noted the JSD “does not call for immediate dismissa l of this lawsuit,” but inst ead “contemplates continued judicial oversight that could exte nd well into the next [millennium].” Id. at 801. The court further observed that the JSD “states the parties’ inten tion to fulfill most of the activities described in the Plan of Ac tion by December 31, 1998, but makes an exception for certain requirements that ma y not be met until December 31, 2000.” Id. 4. The 2005 Stipulation to Resolve Moti on for Noncompliance (Appendix A) In May 2004, Plaintiffs moved for an order to show cause and for further remedial relief to require Defendants to comply with the c ourt’s December 1997 order approving the JSD and the Plan of Ac tion. In June 2004, Plaintiffs moved for an Order to Reengage Effective Case Ma nagement, Desired Ou tcome A, Under the Plan of Action.

4The thirteen componen ts are (1) quality enhan cement, (2) community incident management system, (3) training, (4) management inform ation systems, (5) individual service planning, (6) case manageme nt, (7) behavioral se rvices, (8) crisis response, (9) sexuality, (10) supported employment, (11) assistive technology, (12) medical services, and ( 13) regional offices.11 In May 2005, the parties filed a Joint S tipulation on Agreed Actions to Comply with Joint Stipulation of Disengagement and Plan of Action and to Resolve Pending Motions to Show Cause and to Re-engage (2005 Stipulation). Attached to the 2005 Stipulation is “Appendix A[:] Agreed Actions to Address Contempt Motions” (Appendix A). JA Vol. 10 at 1903. The 2005 Stipulation states thatit “is intended to obligate Defendants to take certain actions outside the Plan of Action as more specifically outlined in Appendix A.” Id. at 1898. “[T]he actions identified in Appendix A are intended to facilitate compliance with the JSD, to promote completion of . . . Audit Recommendations , to further address Case Management even though Plan of Action Desired Outc omes related to Case Management have been previously disengaged by an order of the Court and to address certain aspects of Vocational Rehabilitation.” Id. at 1898–99. The 2005 Stipula tion clarifies that it is not intended to change or modify the terms of the JSD, which rema in in effect. And it further states that Defendants “agree to im plement all of the actions identified and listed in Appendix A,” and that the par ties agree some of the Appendix A actions supplanted or modified activities listed in the Plan of Action. Id. at 1899. Appendix A imposes 107 specific obliga tions on Defendants. Some of the obligations are identified as “complete,” while many obligations were scheduled to be completed by May 2006 orin 2007. Although those deadlines were not met, Defendants represent that one third of the activities in Appendix A have been disengaged. Jackson III , 2016 WL 9777237, at *4.12 The district court issued an order adopti ng the parties’ stipulation the same day the parties submitted it. 5. The 2012 Order In mid-July 2010, Plaintiffs filed a nother Motion for Further Remedial Relief to Remedy Noncompliance. After full briefi ng, the district court denied the motion without prejudice so Plaintiffs could refile afte r an evidentiary h earing scheduled for June 2011. On April 26, 2011—the day before the pr etrial conference fo r the evidentiary hearing—Defendants filed a Rule 60(b)(5) mo tion to terminate a ll remaining orders and to conclude the court’s oversight. Defe ndants maintained that they have made more than a reasonable effortto comply with the court’ s orders, that they have substantially complied with all existing or ders, and that change d factual conditions make continuing compliance substantially more onerous. The court held the motion in abeyance and suspended briefing on it until the completion of the evidentiary hearing, which occurred from June 13 to June 17, 2011. Jackson III, 2016 WL 9777237, at *4. The court later terminated the pending Rule 60( b)(5) motion without deciding its merits. Id. at *4 n.12. In November 2011, after the evidentiary hearing, Plaintiffs filed a Renewed Motion for Further Remedial Relief to Reme dy Noncompliance. Plai ntiffs argued that Defendants had failed to comply with the JS D, the Plan of Action, Appendix A, the Rehabilitation Act, and the ADA (collectivel y, decrees). Plaintiffs also asked the court to appoint a Jackson Compliance Administrator (C ompliance Administrator) to13 oversee and ensure Defendants’ compliance. In October 2012, the district court issued a 206-page, Findings of Fact and C onclusions of Law (2012 Order). The court praised Defendants’ “innovatio ns and progress,” but dete rmined that Defendants were still in substantial nonc ompliance with the decree obligations. JA Vol. 25 at 5303. Indeed, the court identified instances of noncompliance in the areas of health, safety, and supported employment. Based on the evidence before it, however, the court st ated it “is unable to conclude that Defendants have violated the Rehabilitation Act and ADA.” The court explained: To start with, the Court could notconclude that Defendants have discriminated against severely disabl ed class members with respect to the provision of health care serv ices. In fact, the Court commends Defendants for accommodating those se verely disabled class members who live in rural New Mexico by prov iding them meaningful access to health care services . . . and for de veloping more and better health care services directed to severely disabled persons. There is, however, a question as to whether Defendants vi olated the Rehabilitation Act and ADA by intentionally denying severe ly disabled class members supported employment services equi valent to those received by less severely disabled persons. Unfortuna tely, that question of disparate treatment cannot be analy zed at this time, but must be further briefed. On the other hand, the Court was unable to find a violation of the Rehabilitation Act and ADA when se verely disabled class members choose to participate in segregated, congregate day services while less severely disabled persons more of ten chose to engage in supported employment. Id. at 5304–05. The court also noted that Defendants “are close to substa ntially complying with [their] obligations,” and suggested that “the parties reconsider the descriptions of the more broadly stated obligations a nd restate them in la nguage that makes the14 obligations achievable.” Id . at 5303–04. After all, “m any of the obligations are described in language that is more aspirational in nature than operational.” Id. at 5304. Finally, the court granted Plain tiffs’ request to appoint a Compliance Administrator, who could “prod Defendant s into final substantial compliance.” 5 Id. at 5305. 6. The 2015 Revised Table IV After the district court i ssued its 2012 Order, the pa rties were to develop a consolidated remedial plan in the areas of health, safety, a nd supported employment to address the identified violations. See Jackson III , 2016 WL 9777237, at *6. The parties, counsel, the Complian ce Administrator, and the c ourt then worked together for over two years before finalizing a consolidated plan. Id. In June 2015, the parties jointly file d the 2015 Revised Table IV—which is a final list of objectives in the areas of health, safety , and supported employment— along with evaluative components (or di sengagement criteria) and projected completion dates for each objective. In No vember 2015, the parties jointly filed a Stipulated Agreement on Di sengagement Process for Re vised Table IV. Under the

5 After the court issued its 2012 Order, Plaintiffs moved to modify the 2012 Order with respect to their claims under the Rehabilitation Act and the ADA. Plaintiffs asked the court to delete its findings and conc lusions “on all discrimination claims regarding severity of disability and segregation,” to strike those portions of their November 2011 Renewed Moti on for Remedial Relief to Remedy Noncompliance based on the Rehabilitati on Act and the ADA, and to vacate the pertinent sections from its 2012 Order. JA Vol. 25 at 5308 –09. The court denied the motion to modify, but, on its own initiative, gr anted Plaintiffs leav e to file a motion seeking relief on their disp arate treatment claim. Plai ntiffs never filed a motion seeking relief on that claim.15 agreed-upon disengagement process, Defendants would s ubmit a request for disengagement of a specific decree objective to the Compliance Administrator, who would then make a written “determination” on whether the disengagement criteria had been met. If the Compliance Administ rator did not agree that the criteria had been met, then Defendants could withdraw their request for a determination or pursue a disengagement motion with the court. The court noted that, as of May 20 16, the Compliance Administrator had issued approximately three de terminations on Defendants’ requests, with roughly 197 decree obligations remaining for which the Compliance Administra tor had not issued preliminary determinations. Jackson III, 2016 WL 9777237, at *7 n.20. The court also stated Revised Table IV did not replace or modify existing decree obligations that were not the subject of Plainti ffs’ Renewed Noncompliance Motion and the court’s 2012 Order. Id. at *8. Thus, Defendants mu st demonstrate substantial compliance with the earlier out standing decree obligations, in addition to those listed in Revised Table IV. Id. The court estimated that, be tween the JSD, the Plan of Action, Appendix A, a nd Revised Table IV, Defendants must still show substantial compliance with approximately 307 decree obligations. Id. at *9. B. District Court’s Denial of De fendants’ Rule 60(b)(5) Motion In August 2015, Defendants filed thei r current motion under Rule 60(b)(5), arguing that factual circumstan ces have changed to the exte nt that the district court should vacate all remaining orders and conclude its oversight entirely. Defendants identified four changed fact ual circumstances they clai m warrant vacatur of all16 pertinent decrees and termination of the case. First, Defendants argued that their decree obligations have increased in numbe r and complexity to the point they will never be able to satisfy the “labyrinth of obligations” that ar e ever-changing, everincreasing, and not subject to objective measurement. Jackson III, 2016 WL 9777237, at *11. Second, Defendants argued that some of their obligations are now outdated: 1) the JSD provisions about commun ity practice improvements at [Los Lunas], which are no longer relevant as that institution closed in 1997; 2) the JSD formulate for disengageme nt of the Continuous Improvement outcomes, which is “convoluted,” “confusing,” and “unworkable”; 3) the JSD Continuous Improvement obligations that “are no longer programmatically sound and are no longer the desire” of [class members],” and that are not relevant to the present-day needs of [class members]; 4) the 1997 Plan of Ac tion obligations that have been “morphed into new requirements” unde r Revised Table IV and that are “long detached from remedying the or iginal constitutional issues”; and 5) Appendix A obligations that consist of vague and aspirational language, making disenga gement impossible. Id. at *12 (citations omitted). Third, while conceding they have not substantially complied with all their decree obligations, Defendants maintained they have remedied all constitutional violations. Id. They argued they have thus atta ined the “objects” of the consent decrees, and they have corrected all eightee n areas of deficiencies the district court identified in its 1990 Order. Id. at 12–13. And if more is re quired, they in sisted, this case will remain a never-ending pro cess of continuing quality control. Id. at 12. Fourth, Defendants argued that the increased litigation costs inhibit New Mexico’s ability to fund ot her important programs. Id. at *12–13. For instance, New17 Mexico has spent more than $50 million rela ted to this litigation in the last eight
years. Id. at *12. And, as of 2009, the average year ly cost to provide services to class members had risen from $67,290.00 to $1 35,535.00 per class member, while New Mexico’s $32,992.00 per capita income was the ninth lowest in the United States. Id. at *13. Based on these four changed circumstan ces, Defendants cont ended that notions of federalism supported their request for re lief. Indeed, they argued that federalism concerns are heightened here because the c onsent decrees have the effect of dictating state and local budget prioriti es and improperly depriving state officials of their designated legislative and executive powers. Id. at *13. In an order issued in June 2016, the court ruled that Defendants had not met their burden to show the existence of a si gnificant change in fa ct warranting vacatur of all pertinent orders and te rmination of the case. First, the court stated that “while Defendants’ obligations are onerous,” De fendants never identified when these asserted changed factual circ umstances occurred; indeed, “[s]ome of the complained about developments have been happening for years.” Id. at *14. Next, the court concluded that Defendant s have not shown that the objects of the pertinent decrees have b een attained. While the court recognized that the decrees were designed to restore class members to the position they would have occupied absent violations of federa l law, the court stated thatthe “more specific ‘essential purposes’” of those decrees “ar e to provide class members w ith adequate health care, a reasonably safe envir onment, and supp orted employment opportunities.” Id.18 (quoting 2012 Order at 33). A nd based on Defendants’ conce ssions that they have not substantially complied with all the decree obligations, the court concluded that Defendants “have not fulfilled the essen tial purposes of the pertinent decrees.” Id. Further, the court found Defendants’ asse rtion that they long ago remedied all constitutional violations to be “somewhat misleading.” Id. at *14–15. The court explained that the decree obligations in th e JSD, the Plan of Action, and Appendix A “all flowed from [its] orig inal findings of [federa l] violations in 1990.” Id. at *15. And it noted that Revised Table IV was deve loped in response to the 2012 findings of approximately 100 decree violations. Id. The court stated that it “correlated its specific findings of violations in 2012 with enumerated re quirements in the JSD, Plan of Action, and Appendix A.” Id. “Stated differently, the October 2012 violations evolved from compliance issues concerning ob ligations that firs t appeared in the JSD, Plan of Action, and Appendix A that Defendants had not yet satisfied.” Id. The court also took issue with Defendant s’ characterization of the 2012 Order as finding no ongoing violations of federal law. The court clarified that it had made no findings in its 2012 Order on conti nuing violations of federal law. Id. Although Plaintiffs had argued that Defendants viol ated the Rehabilitation Act and the ADA, the court ruled then that “there was not sufficient evidence of discrimination under” either Act. Id. But the court explained that it was not asked, a nd thus made no findings on, whether Defendants otherwise continued to violate class members’ constitutional rights. Id. With respect to the 2016 moti on to terminate oversight, the district court likewise did not resolve the question of cu rrent compliance with federal19 law, stating it “is not in the position to a ssess, and, therefore, cannot conclude that Defendants are no longer violating constitutional or federal law.” Id. at *16. But “[b]ecause all of [the] outstanding obliga tions grew out of the Court’s 1990 Order and/or the related 2012 findings of violations,” the dist rict court concluded that “Defendants have not convinced the Court that they have sati sfied the essential purposes of the JSD, Plan of Action, Appendix A, and Revised Table IV.” Id. at 16. The court then rejected Defendants’ cl aim that principles of federalism dictated the termination of oversight. The court acknowledged that the Supreme Court, in Horne v. Flores , 557 U.S. 433 (2009), stated th at federalism concerns are heightened when a consent d ecree has the effect of dict ating state budget allocations. Id. And it conceded that “increasing fees and costs associated with this litigation are detrimental to the State’s interest.” Id. But the court reasoned that “first and foremost,” the Horne Court asked if the State had fulfilled its obligations under federal law and achieved the objec tives of the pertinent order. Id. The district court answered that question in th e negative, stating: “Unlike Horne , Defendants have not shown that they have fulfilled their out standing obligations, ‘by other means.’” Id. at *17 (quoting Horne , 557 U.S. at 439). Ultimately, the court concluded that Defendants “have not come close to showing that vacatur of all of the orders and decrees is suitably tailored to the proposed changed circumstances.” Id. Nor have Defendants “demonstrated that a durable remedy is in place suffi cient to justify v acatur of all of the Court’s orders.” Id. at *18. In other words, Defendants had not shown “that it is unlikely that the20 prohibited conditions or actions will recur.” Id. (quoting LaShawn A. ex rel. Moore v. Fenty , 701 F. Supp. 2d 84, 111 (D.D.C. 2010), aff’d sub nom. LaShawn A. ex rel. Moore v. Gray , 412 F. App’x 315 (D.C. Cir. 2011)). The court therefore denied the motion. II. ANALYSIS On appeal, Defendants assert that the di strict court abused its discretion when it denied their Rule 60(b)(5) motion. De fendants contend significant changes in factual circumstances warrant termination of all consent decrees and of the court’s oversight. Specifically, they claim that compliance with the decrees has become substantially more onerous, the decrees ha ve become unworkable due to unforeseen obstacles, and continued enfo rcement of the decrees woul d be detrimental to the public interest. They also argue that the district court misapplied Horne by requiring them to show attainment of specific essential purposes iden tified by the district court rather than compliance with federal law. A. Appellate Jurisdiction Before addressing the merits, we must fi rst resolve the part ies’ dispute about whether the district court’s June 2016 or der is a final, appealable order under 28 U.S.C. § 1291. We have appe llate jurisdiction over “final decisions of the district courts of the United States.” 28 U.S.C. § 1291. “A ‘final decision’ is ordinarily one that ‘ends the litigation on the merits a nd leaves nothing for the court to do but execute the judgment.’” Hayes Fam. Tr. v. State Farm Fire & Cas. Co. , 845 F.3d 997, 1003 (10th Ci r. 2017) (quoting Catlin v. United States , 324 U.S. 229, 23321 (1945)); see also D&H Marketers, Inc. v. Freedom Oil & Gas, Inc. , 744 F.2d 1443, 1444 (10th Cir. 1984) (en banc ) (stating that § 1291 “has c onsistently been held to require the termination of all matters as to all parties a nd causes of action before an appeal may be taken”). “[P] ut differently,” a final de cision is “one by which the district court ‘disassociat es itself from a case.’” McClendon v. City of Albuquerque , 630 F.3d 1288, 1292 (10t h Cir. 2011) (quoting Swint v. Chambers Cty. Comm’n , 514 U.S. 35, 42 (1995)). Although “a final judgm ent is the paradigma tic ‘final decision’ appealable under § 1291,” not “every case with a final judgmen t in it is appealable.” Id. Instead, “every post-judgment d ecision must be assessed on its own terms to determine whether it is a final decision amenable to appeal.” Id. at 1293. As relevant here, “[t]he ge neral rules governing our review of a district court’s order granting or denying a Rule 60(b) motion are fairly well settled.” Stubblefield v. Windsor Capital Grp. , 74 F.3d 990, 993 (10th Cir. 1996). “We have jurisdiction under 28 U.S.C. § 1291 to reach the merits of an appeal fro m a denial of a Rule 60(b) motion, provided the ruling or judgment th e Rule 60(b) motion challenged was a final decision of the district court.” Id. (internal quotati on marks omitted); see also McClendon , 630 F.3d at 1294 (recognizing that a di strict court’s denial of a Rule 60(b) motion “usually qualif[ies] as [a] final decision[] for purposes of § 1291 because [it] usually signal[s] that the di strict court’s busine ss is done, that it has disassociated itself from the case, [and] that we may act without stepping on the district court’s toes”).22 Here, Defendants moved under Rule 60(b) to vacate all pertinent orders—the JSD, the Plan of Action, Appendix A, a nd Revised Table IV—and to terminate this case. The parties and district court agree thatthe pertinent orders are consent decrees. See Jackson III , 2016 WL 9777237, at *9. And all ag ree that consent decrees are, in effect, final decisions within the meaning of Rule 60(b). See Johnson v. Lodge #93 of Fraternal Order of Police , 393 F.3d 1096, 1101 (10th Cir. 2004) (“A consent decree is a negotiated agreement thatis entered as a judgment of the court. Consent decrees . . . have characteristics bot h of contracts and of fina l judgments on the merits.” (internal quotation marks omitted)); see also V.T.A., Inc. v. Airco, Inc. , 597 F.2d 220, 224 (10th Cir. 1979) ( noting that when “the underlying judgment was by consent [it] has the same force and effectfor [Rule] 60(b) purposes as a judgment rendered on the merits following trial”). Because the pert inent orders are consent decrees that are final orders under Rule 60(b), itnecessarily follows that th e district cour t’s June 2016 order denying relief under Rule 60(b)(5) from those consent decrees is also final and appealable under § 1291. See Jeff D. v. Kempthorne , 365 F.3d 844, 850 (9th Cir. 2004) (“Because consent decree s are considered final judg ments we have jurisdiction to review the claims raised in the motion to vacate the consent decrees pursuant to 28 U.S.C. § 1291.” (citation omitted)). Plaintiffs disagree. Relying on McClendon , they argue the district court’s June 2016 order is not a final, appealable order b ecause it signals that more litigation is on the way. Plaintiffs believe future litigation w ill occur when they inevitably file another motion for remedial relief to remedy Defendants’ noncompliance with the23 consent decrees. In other word s, the June 2016 Order is notfinal because the district court will continue to monitor Defendants’ compliance with its prior consent decrees (i.e., the JSD, the Plan of Action, Appendix A, and Revised Table IV). But under McClendon , that the district court may have to continue to oversee Defendants’ compliance with the consent decr ees is not enough to strip the June 2016 order of its status as a final decision. Instead, the rele vant inquiry is whether the June 2016 order will result in more litigation on the merits in the district court. See McClendon , 630 F.3d at 1292–94. If the June 2016 order “ensures litigation on the merits will continue in the district c ourt,” then it is not final under § 1291. Id. at 1293. But if it does not, and it is othe rwise a denial of a Rule 60(b) motion challenging a final decision of the district court, then it is a final decision under § 1291. See id. at 1293–94; Jeff D. , 365 F.3d at 850. Under this formulation, the June 2016 or der is a final, appealable decision. First, the June 2016 order doe s not signal that more litiga tion on the merits is on the way. In fact, the 1990 order, which followed a lengthy trial, resolved the merits of the litigation, and the district c ourt retained jurisdiction onl y to oversee implementation of the ensuing consent decrees. Second, as discussed above, the 2016 order denied a Rule 60(b) motion challengi ng several final decisions of the district court. To be sure, the June 2016 order does not result in the districtcourt dissociating itself from the case. Much the opposite, it means the distri ct court will, as it has since it issued the 1990 Order, c ontinue to oversee Defenda nts’ compliance with the pertinent consent decrees. But this fact alone does not de prive us of jurisdiction.24 After all, each decree was a final, appeal able decision under § 1291, even though the district court continued to overs ee each decree’s implementation. See Johnson , 393 F.3d at 1101; V.T.A. , 597 F.2d at 224. If the districtcourt’s continued oversight would not have divested us of appellate jurisdiction then , it should not do so now. In sum, the finality test asks whether the ruling cha llenged in the denied Rule 60(b) motion was “a final decisi on of the district court.” Stubblefield , 74 F.3d at 993. Here, that test is met. The June 2016 order is a final, appealable order and, thus, we have appellate jurisdiction under § 1291. B. The Rule 60(b)(5) Motion We now turn to Defendants’ argument that termination of all pertinent orders and of this case is appropria te due to significant change s in factual circumstances. Our analysis proceeds in three parts. Firs t, we discuss the re levant standard of review. Second, we outline the law governing Rule 60(b)(5) motions in institutional reform litigation. Third, we apply that standard to the fact s of this case. 1. Standard of Review We review a district court’s denial of a Rule 60(b) motion for an abuse of discretion. Servants of Paraclete v. Does , 204 F.3d 1005, 1009 (10th Cir. 2000). In the Rule 60(b) context, we review the dist rict court’s ruling onl y “to determine if a definite, clear or unmistakable error occurred below.” Zurich N. Am. v. Matrix Serv., Inc. 426 F.3d 1281, 1289 (10th Cir. 2005) (i nternal quotation marks omitted). “A reviewing court may reverse onl y if it finds a complete ab sence of a reasonable basis and is certain that the decision is wrong.” Id. (internal quotation marks omitted). “A25 clear example of an abuse of discretion exis ts where the trial cour t fails to consider the applicable legal standard or the facts upon which the exercise of its discretionary judgment is based.” Ohlander v. Larson , 114 F.3d 1531, 1537 (10th Cir. 1997). An appeal from the denial of a Rule 60(b) moti on raises for our review only the district court’s order denying the motion, a nd not the underlying judgment itself. Servants of Paraclete , 204 F.3d at 1009. 2. Legal Standard A Rule 60(b) motion for relief from j udgment is an extraordinary remedy and may be granted only in exceptional circumstances. Id. ; see V.T.A., Inc. , 597 F.2d at 223 n.7 (10th Cir. 1979). The motion may not be used as a substitute for direct appeal. See Servants of Paraclete , 204 F.3d at 1009. Rule 60(b)(5) permits relief from a judgm ent or order if “[1] the judgment has been satisfied, released, ordischarged; [2] it is based on an earlier judgment that has been reversed or vacated; or [3] applying it prospectivel y is no longer equitable.” Fed. R. Civ. P. 60(b)(5) (emphasis added) . Use of the disjunctive “or” demonstrates “that each of the provision’s three grounds for relief is independently sufficient and therefore that relief may be warranted even if [a movanthas] not ‘satisfied’ the original order.” Horne v. Flores , 557 U.S. 433, 454 (2009). De fendants seek relief on the ground that ongoing enforcement of the pe rtinent decrees is no longer equitable. We now turn to a discussion of the limits of federal involvement in institutional reform litigation and of the tw o leading Supreme Court cases addressing26 the no-longer-equitable basis for Rule 60(b)(5) relief: Rufo v. Inmates of Suffolk County Jail , 502 U.S. 367 (1992), and Horne v. Flores , 557 U.S. 433 (2009).

a. Consent Decrees Generally A consent decree “entered in federal c ourt must be directed to protecting federal interests.” Frew v. Hawkins , 540 U.S. 431, 437 (2004) . The consent decree “must spring from, and serve to resolve, a dispute within the court’s subject-matter jurisdiction.” Id. (citing Firefighters v. Cleveland , 478 U.S. 501, 525 (1986)). Equity requires a federal court fashi oning and implementing a consent decree to focus on three factors. See Milliken v. Bradley , 433 U.S. 267, 280 (1977). First, a federal consent decree must “b e remedial in nature” and t hus “designed as nearly as possible to restore the victims of [illegal ] conduct to the position they would have occupied in the absen ce of such conduct.” Id. at 280 (internal quotation marks omitted). Second, the nature and scope of th e remedy provided by a federal consent decree depends on the natu re and scope of the fe deral-law violation. Id. at 280, 282. This means a “federal-court de cree[] must directly address and relate to the [federallaw] violation itself.” Id. at 282. And it must be “tailo red to cure the condition that offends” federal law. Id. (internal quotation marks omitted). But a decree exceeds appropriate limits if it is “aimed at eliminating a c ondition that does not violate [federal law] or does not fl ow from such a violation.” Id. Third, federal courts “mus t take into account the inte rests of state and local authorities in managing their own affairs,” consistent with the demands of federal27 law. Id. at 280–81. Indeed, principl es of federalism require that federal courts give “significant weight to the vi ews of government officials,” and that “state officials with front-line responsibility for administering [a stat e program] be given latitude and substantial discretion.” Frew , 540 U.S. at 442 (internal quotation marks omitted). Importantly, federal consent decrees are temporary solutions that may be kept in place only as long as necessary to cure an unlawful condition. See Missouri v. Jenkins , 515 U.S. 70, 88-89 (1995). The Supr eme Court has cautioned that federal courts should not continue th eir “oversight of state progr ams for long periods of time . . . absent an ongoing vi olation of federal law.” Frew , 540 U.S. at 441. Thus, a “federal court must exercise its equitable powers to ensu re that when the objects of the decree have been attain ed, responsibility for dischargi ng the State’s obligations is returned promptly to the State and its officials.” Id. at 442. Keeping a consent decree in place any longer than neces sary to assure compliance with federal law risks violating principles of federa lism and “improperly depriv[ing] future officials of their designated legislative and executive powers.” Id. at 441; see also John B v. Emkes , 710 F.3d 394, 398 (6th Cir. 201 3) (stating that a consent d ecree “may remain in force only as long as it continues to re medy a violation of federal law”); United States v. Washington , 573 F.3d 701, 710 (9th Cir. 2009) (“The [Supreme] Court has repeatedly reminded us that institutional reform in junctions were meant to be temporary solutions, not permanent interventions, and coul d be kept in place only so long as the violation continued.”).28 b. Rufo v. Inmates of Suffolk County Jail In Rufo v. Inmates of Suffolk County Jail , 502 U.S. 367, 372 (1992), pretrial detainees held at a county ja il in Massachusetts sued the county, state, and related entities, claiming they were being held und er unconstitutional conditions. The district court ruled that conditions at the jail were constitutionally deficient; thus, the district court enjoined the state defendants from, among other things, housing two or more inmates in a single cell. Id. at 372–73. When conditions at the jail did not improve, the district court ordered the state defendant s to renovate another existing facility to serve as a substitute detention center. Id. at 373–74. The First Circuit affirmed and ordered that the jail be closed unless the state defendants timely presented a plan to create a constitutionally ad equate facility for the pretrial detainees. Id. at 374. Days before the deadline to present a plan for a new fa cility, the state defendants submitted a plan to create a substitute facilit y with only single-occupancy cells, and the district court entered a consent decree oblig ating the state defendants to construct a facility containi ng 309 single occupancy rooms. Id. at 374–75. When the inmate population outpaced pop ulation projections, the pa rties moved the district court to modify the decree to provide a facility with an incr eased number of cells. Id. at 375–76. The district court granted the modification on the condition that “singlecell occupancy is maintained” under the new plan for the facility. Id. at 376. The state defendants again moved to modi fy the consent decr ee, this time to allow for double bunking of male detainees in roughly one-third of the cells in the new jail. Id. The state defendants attributed the need for a second modification to a29 further increase in the popula tion of pretrial detainees. Id. The state defendants argued that the continued increase in the pretrial detainee population—a change in fact—coupled with a change in law regard ing the constitutionality of double bunking pretrial detainees, see Bell v. Wolfish , 441 U.S. 520 (1979), supported the requested modification. Rufo , 502 U.S. at 376. The district court denied the motion, in part, because the state defendants failed to ma ke a “clear showing of [a] grievous wrong evoked by new and unfo reseen conditions.” Id. at 377 (quoting United States v. Swift & Co. , 286 U.S. 106, 119 (1932)). The distri ct court explained that modification would violate a primary purpose of the decree—to provide fo r a separate cell for each detainee—although it never decided whether double celling would be unconstitutional. Id. at 377. The First Circuit affirmed. Id. The Supreme Court granted certiorari a nd remanded so the lower courts could apply the proper standard to modifi cation requests under Rule 60(b)(5). See id. at 393. The Court began by em phasizing the need for flex ibility when considering a motion for modification of a consent decree in institutional refo rm litigation. Id. at 380–83. After all, consent d ecrees in such cases “often remain in place for extended periods of time, [meaning] the likelihood of significant changes occurring during the life of the decree is increased.” Id. at 380. The Court furt her explained that the experience of the Courts of Appeals “demons trated that a flexible approach is often essential to achieving the goals of reformlitigation,” as the Courts of Appeals observed that consent decrees frequently “reach beyond the partie s involved directly30 in the suit and impact[] the public’s right to the s ound and efficient operation of its institutions.” Id. at 381 (internal quota tion marks omitted). The Court then outlined what a movant must show when s eeking modification of a consent decree under Rule 60(b)(5). Th e party seeking modification of a consent decree bears the burden of showing that “asignificant change either in factual conditions or in law” warra nts revision of the decree. Id. at 384. Changed factual circumstances may warrant modification of a consent decree when the changed circumstances “make complianc e with the decree substantia lly more onerous,” when “a decree proves to be unworkable because of unforeseen obstacles,” or when “enforcement of the decree w ithout modification would be detrimental to the public interest.” Id. at 384. A party need not show that a change in fact was both unforeseen and unforeseeable. Id. at 385. Conversely, a court should deny a pa rty’s request for a modification under Rule 60(b)(5) if the party me rely establishes that “it is no longer convenient [for the moving party] to live with th e terms of a consent decree.” Id. at 383. Furthermore, a modification should be denied “where a part y relies upon events that actually were anticipated at the time it entered into a decree.” Id. at 385. The Court explained: If it is clear that a party anticipat ed changing conditions that would make performance of the decree mo re onerous but nevertheless agreed to the decree, that party would ha ve to satisfy a heavy burden to convince a court that it agreed to the decree in good faith, made a reasonable effort to comply with th e decree, and should be relieved of the undertaking under Rule 60(b). Id.31 If a party meets its burden of estab lishing a change in fact that warrants modification of a consent d ecree, the district court sh ould examine “whether the proposed modification is suitably ta ilored to the changed circumstance.” Id. at 391. This analysis focuses on whether the propose d modification “is tailo red to resolve the problems created by the cha nge in circumstances.” Id. In performing this analysis, a court must bear in mind that the public interest and princi ples of federa lism require a federal court to defer to stat e or local government officials and to consider a state or local government’s fina ncial constraints. Id. at 392. But a modification “must not create or perpetuate a constitutional violation.” Id. at 391. Additionally, in accord with the requirement that a modification be tailored to the change in circumstances, the existence of a change in circumstances often will not justify a modification to the consent decree that lowers the terms of the consent decree to “the constitutional floor.” Id. In this sense, a court modifying a c onsent decree may “do no more” to the consent decree than is warranted by the change in circumstances and “should not ‘turn aside to inquire whethe r some of the provisions of the decree . . . could have been opposed with succes s if the defendants ha d offered opposition.’” Id. at 391-92 (quoting United States v. Swift & Co. , 286 U.S. 106, 116-17 (1932)). Thus, even where a change in circumst ances occurs, the plaintiff will retain those benefits secured under the consent decree thatare not impugned by the change in circumstances. See id. The Court then instructed the district court on remand to first consider whether the purported change in factual circumstance s—the upsurge in the pretrial detainee32 population—was foreseen by the state defendants. Id. at 385. But the Court also advised that the district court erre d by concluding that modification was inappropriate simply because it would not provide for a separate cell for each detainee. The Court explained: Even if the decree is construed as an undertaking by [the state defendants] to provide single cells fo r pretrial detainees, to relieve [them] from that promise based on changed conditions does not necessarily violate the basic purpose of the decree. That purpose was to provide a remedy for what had been f ound, based on a vari ety of factors, including double celling, to be unconstitutional conditions obtaining in the [jail]. If modification of one te rm of a consent decree defeats the purpose of the decree, obviously modification would be all but impossible. That cannot be the rule. Th e District Court was thus in error in holding that . . . modification of the single cell requirement was necessarily forbidden. Id. at 387.

c. Horne v. Flores In Horne v. Flores , 557 U.S. 433, 439 (2009), the Supreme Court was again tasked with determining whet her the lower courts applie d the correct standard in denying a Rule 60(b)(5) motion. There, a class of English Language-Learner (ELL) students and their parents in Arizona su ed the state for violating the Equal Educational Opportunities Act of 1974 (E EOA), which requires a state “to take appropriate action to overcom e language barriers that impe de equal participation by its students in its instructional programs.” Id. at 438–39. After a tr ial, the district court concluded that “defendants were violating the EEOA because the amount of funding the State allocated for the special needs of ELL students (ELL incremental33 funding) was arbitrary and not related to the actual funding needed to cover the costs of ELL instruction.” Id. at 441. Over the next several years, the districtcourt entered various additional orders and injunctions aimed at improving the state’s ELL incremental funding. Id. For instance, the court ordered the state to “p repare a cost study to establish the proper appropriation to effectivel y implement ELL programs.” Id. (internal quotation marks omitted). And it later required th e state to, within ninety da ys of the order’s issuance, “appropriately and constitutionally fund the state’s ELL programs taking into account the [court’s] previous orders.” Id. After the state fa iled to comply with these orders, the district court held the state in contem pt and imposed a fine for every day until the state came into compliance. Id. at 442. After accruing over $20 million in fines, the state legislatur e passed HB 2064, a bill that was designed “to implement a permanent funding solu tion to the problems identified” by the district court. Id. The Governor allowed HB 2064 to become law without her signature, and the state presente d it to the district court for approval. Id. at 443. Because the Governor did not appr ove of HB 2064’s f unding provisions, two members of the state legislature intervened to support the bill. Id. Intervenors then moved to “purge” the district court’s contempt order in li ght of HB 2064 and, in the alternative, for re lief under Rule 60(b)(5) base d on changed circumstances. Id. The district court denied the Rule 60(b)(5) mo tion because HB 2064 “d id not establish a funding system that rationally relates funding available to the actual costs of all elements of ELL instruction.” Id. at 444 (internal quotation marks omitted). The34 Ninth Circuit affirmed, stating that “relie f would be appropriat e only if petitioners had shown either that there are no longe r incremental costs associated with ELL programs in Arizona or that Arizona had altered its funding model.” Id. at 445 (internal quotation marks omitted). The Supreme Court reversed. The Court fi rst reiterated thata party may move to modify or vacate an order under Rule 60( b)(5) if “‘a significant change either in factual conditions or in law’ renders conti nued enforcement ‘detrimental to the public interest.’” Id. at 447 (quoting Rufo , 502 U.S. at 384). “[O]n ce a party carries this burden, a court abuses its discretion when it refuses to modify an injunction or consent decree in light of such changes.” Id. at 447–49 (interna l quotation marks omitted). The Court then stressed that Rule 60( b)(5) serves an important function in institutional reform litig ation for three reasons. Id. First, injunctions and consent decrees in such cases often remain in place fo r many years, “and the passage of time frequently brings about changed circumstances ” (e.g., “changes in the nature of the underlying problem” and “new policy insights”) “that warr ant reexamination of the original judgment.” Id. at 448. Second, injunctions a nd decrees in reform cases tend to “raise sensitive federalismconcerns” because such cases often “involve[] areas of core state responsibility.” Id. And those federalism concer ns “are heightened when . . . a federal court decree has the effect of dictating state or lo cal budget priorities.” Id.35 Recognizing that states have limited re sources, the Court expressed sensitivity toward the fact that “[w]he n a federal court orders thatmoney be appropriated for one program, the effect is often to take funds away from other important programs.” Id. Third, seemingly endless injunctions and decrees in these types of cases commonly “bind state and local official s to the policy preferences of their predecessors and may thereby ‘improperly deprive future officials of their designated legislative and executive powers.’” Id. at 449 (quoting Frew , 540 U.S. at 441). Successor officials may bring new insights and solutions to ongoing “problems of allocating revenues and resources,” but ov erbroad or outdated decrees may inhibit their ability to respond to t hose problems and fulfill their duties as democraticallyelected officials. Id. In sum, a long-lasting and unmodi fied consent decree not only raises serious federalism c oncerns but it may also restra in the opportunities for the class protected by the decree because an overbroad and unyielding decree limits financial resources available to governments for th e implementation of new innovations and policies that may serve the needs of the protected class better than the requirements embodied in the decree. For the foregoing reasons, c ourts must take a flexib le approach to motions under Rule 60(b)(5) where the moving party seeks relief from a long-lasting decree. Id. at 450. This flexible approa ch “seeks to return control to state and local officials as soon as a violati on of federal law has been remedied.” Id. at 451. To that end, courts must be wary “that ‘federal-court de crees exceed appropriate limits if they are aimed at eliminating a condition that does not violate federal law or does not flow36 from such a violation.’” Id. at 450 (quoting Milliken , 433 U.S. at 282). “‘If a federal consent decree is not limited to reasonable and necessary implementations of federal law,’ it may ‘improperly depriv e future officials of thei r designated legislative and executive powers.’” Id. (quoting Frew , 540 U.S. at 441). Accordingly, “a critical question in [the ] Rule 60(b)(5) inquiry is whether the objective of the [challenged decree] has been achieved.” Id. (citing Frew , 540 U.S. at 442). “If a durable remedy has been impl emented, continued enforcement of the order is not only unn ecessary, but improper.” Id. (citing Milliken , 433 U.S. at 282). Applying these standards, the Court in Horne concluded that the Ninth Circuit erred in two ways. First, in stead of applying a flexible approach, the Ninth Circuit “used a heightened standard that paid insu fficient attention to fe deralism concerns.” Id. at 451. Based on the federalism concerns, application of a flexible approach was “critical.” Id. at 452. The Court instructed that a pplication of the flexible approach requires that “‘[w]hen the obj ects of the decree have b een attained’—namely, when [compliance with federal la w] has been achieved—‘respon sibility for discharging the State’s obligations must be returned to the State and its officials.’” Id. (quoting Frew , 540 U.S. at 442). Second, the Court held that instead of “inquiring broadly into whether changed conditions in [the schools] provided eviden ce of an ELL program that complied with the EEOA,” id. at 451, the Ninth Circuit performed an inquiry that was “too narrow,” “focus[ing] almost exclusively on the sufficiency of incremental funding,” id. at 452. But the narrow inquiry—focusing on whethe r a prior judgment has been satisfied—37 addresses only one of the base s for relief under Rule 60(b )(5) and fails to consider whether relief is warranted because “applyi ng [a judgment] prosp ectively is no longer equitable.” Id. at 454. For purposes of the equity basis for modification, the Ninth Circuit’s narrow inquiry also overlooked the possibility that specific items in an initial decree may, with the passage of time and ch anging circumstances, no longer be the only way, or even the best way, to attain the objects of the decree and assure compliance with federal law. See id. at 447–48, 451–54. To determine whether relief was proper under the equity basis for modification, the Ninth Circu it “needed to ascertain whet her ongoing enforcement of the original order was supported by an ongoing violation of federal law.” Id. at 454 (citing Milliken , 433 U.S. at 282); see also id. at 468 (repeating that a proper Rule 60(b)(5) inquiry should ask whether the sc hool district “is now providing equal educational opportunities to ELL students”). The Court explained that while the Ni nth Circuit focused on ELL incremental funding, “funding is simply a means [of complying with the EEOA], not the end (here, the EEOA).” Id. at 454–55. By requiring the stat e “to demonstrate ‘appropriate action’ [mandated by the EEOA] through a pa rticular funding mechanism, the Court of Appeals improperly substituted its own educational and budgetary policy judgments for those of the state and local officials to whom such decisions are properly entrusted.” Id. at 455. Stated otherwise, the Ninth Circuit should have “consider[ed] the broader que stion whether, as a result of important changes during38 the intervening years, the State was fulfilling its oblig ation under the EEOA by other means.” Id. at 439. The Court then remanded for the district court to make “up-to-date” findings and to consider whether four changed ci rcumstances advanced by the defendants warranted releasing the stat e from the earlier judgment. See id. at 469–70. d. Applicability of Horne & Tension between Horne and Rufo As opposed to the present case that features a Rule 60(b)(5) motion seeking a modification of a consent decree, Horne involved a Rule 60(b)(5) motion seeking a modification of a court-issued injunction, as well as a dditional orders crafted by the district court. See id . at 441. Lower courts have reached different conclusions regarding the force of Horne in the context of a Rule 60(b)(5) motion seeking modification of a consent decree. See Burt v. Cty. of Contra Costa , 2014 WL 253010, at *18–19 (N.D. Cal. Jan. 22, 2014) (discu ssing opposing conclu sions by district courts that have analyzed extent of Horne ’s applicability to consent decrees); see also Evans v. Fenty , 701 F. Supp. 2d 126, 165–67, 170–71 (D.D.C. 2010) (questioning applicability of Horne to modification of consent decree and relying primarily on inquiry established in Rufo and Frew when evaluating propriety of enforcement beyond minimum requirements of federal law). The Sixth Circuit, however, did not express any hesitation regarding applying Horne to a Rule 60(b)(5) motion seeking modification of a consent decree. See John B. , 710 F.3d at 411–14. In fact, the Sixth Circuit, in John B. , concluded that where a defendant subject to a consent decree in institutional reform litigati on has implemented a durable remedy to cure the federal39 violation underlying the decree, Horne ’s admonition that continued enforcement of the decree is “improper” controls and requires vacatur of the consent decree. Id. at 411–13. Three considerations compel us to join the Sixth Ci rcuit’s apparent conclusion that Horne fully applies to a Rule 60(b)(5) mo tion seeking modification of a consent decree. First, while the part ies may form the essential te rms of a consent decree, as we noted earlier when discussing our jurisd iction over this appeal , a district court’s order approving the consent decree is tant amount to a final judgment on the merits. See supra 22 (citing Johnson , 393 F.3d 1096, 1101 (10th Cir. 2004)). Second, when discussing the proper inqui ries for evaluating a Rule 60(b)(5) motion in institutional reform litigation, Horne uses “consent decree” or “decree” interchangeably with injunction and court order even though Horne involved requested modifications to an injunction a nd several court orders but did not involve a consent decree. See Horne , 557 U.S. at 448–50. From th is, we glean that the Court considers a consent decree and an inj unctive order equivalent for purposes of evaluating a Rule 60(b)(5) motion for modi fication. And had th e Court intended to limit Horne to institutional reformlitigation involving only injunctions and court crafted orders, it could have easily done so explicitly. The Court, however, did not so limit its holding, and th e plain language of Horne supports the conclusion that the decision applies with equal force to all institutional reform cases, including those cases featuring consent decrees.40 Third, the same federalism concerns at the heart of Horne are present in institutional reform cases featuring consen t decrees. Admittedly, the acquiescence of state or local governmental officials to th e terms of a consent decree might diminish federalism concerns at the inception of the decree. But where, as here, a consent decree remains in effectfor decades, enforcement of th e decree necessari ly interjects a federal court into local af fairs and binds local government al officials who were not parties to the consent decr ee. The federal court, ther eby, effectively limits the democratic process by restricting the array of resources available to the governmental officials for the enactmen t of other policies. Applying Horne to Rule 60(b)(5) motions for m odifications to consent decrees does not come without complication. Notabl y, an apparent tension exists between Horne and Rufo with respect to the appropriate course of action where a party seeking modification has broug ht itself into compliance with federal law but has not substantially complied with th e specific terms of the cons ent decree or court order. Compare Horne , 557 U.S. at 450 (“If a durable remedy [addressing the federal law violation] has been implemented, conti nued enforcement of the order is not only unnecessary, but improper.”), with Rufo , 502 U.S. at 391 (“A proposed modification should not strive to rewrite a consent decree so that it c onforms to the constitutional floor.”). To the extent Rufo and Horne differ as to the appropriate course of action when a party seeks a Rule 60(b)(5) modificati on to an order in an institutional reform case, two considerations cause us to follow the course outlined in Horne when the41 significant change advanced as the basi s for Rule 60(b)(5) modification is the defendant’s alleged ongoing complia nce with federal law. First, Rufo involved a proposed modification to a plan that, if faithfully implemented over time, would eventually cure the fe deral law violation. See id . at 376 (describing requested modification at issue as allo wing for some double bunking in new facility yet to be completed or opened). As such, unlike in Horne where the defendants alleged that they had remedied the federal la w violation, the defendants in Rufo had not yet remedied the issues with ove rcrowding and neglect in main taining the jail that gave rise to the litigati on. And, where the Rufo defendants had not remedied the issues giving rise to the litigation, it naturally follows that the Rufo defendants, unlike the Horne defendants, were not in a position to es tablish the implementation of a durable remedy. Further, nothing in Rufo suggests that the prop osed modification would equate with, or for that matter ex ceed, the constitutional floor. Thus, while Rufo is undoubtedly informative on many issues su rrounding the Rule 60(b)(5) standard for modifying a consent decree, its statement about not striving to modify a consent decree to the constitutional floor is not germane to its decision. Second, Horne represents the Court’s most recent proclamation regarding the standard for obtaining a modification to an order in institutional reform litigation. And, as noted by scholars, Horne is the latest ruling in a tr end of decisions that lower the threshold for defendants to obtain a modi fication to, or the dissolution of, orders in long-lasting institutional re form cases. Jason Parkin, Aging Injunctions & the Legacy of Institutional Reform Litigation , 70 Vand. L. Rev. 167, 193–94 & n.13642 (2017) (citing Catherine Y. Kim, Changed Circumstances: The Federal Rules of Civil Procedure and the Future of Inst itutional Reform Litigation After Horne v. Flores, 46 U.C. Davis L. Rev. 1435, 1466 (2 013), and Mark Kelley, Note, Saving 60(b)(5): The Future of Institutional Reform Litigation , 125 Yale L.J. 272, 307 (2015)). As we read Horne , if a party seeking modifi cation to a consent decree demonstrates a significant change in circum stances, the district court must take a flexible approach and cons ider whether the moving part y has implemented a durable remedy to cure the federal law violation underlying the institutiona l reform litigation. See John B. , 710 F.3d at 412 (“In applying this flexible approach, we must answer two questions: first whether the state has achieved compliance w ith the federal-law provisions whose violation the decree s ought to remedy; and second, whether the State would continue that compliance in the absence of continued judicial supervision.”); see also Petties ex rel. Mar tin v. District of Columbia , 662 F.3d 564, 569, 571 (D.C. Cir. 2011) (applying Horne ’s statement that dist rict court “ought to have ‘applied a flexible sta ndard that seeks to return control to state and local officials as soon as a viola tion of federal law has been remedied’” to context of requested modification to pr eliminary injunction (quoting Horne , 557 U.S. at 450– 51)). The district court, by way of its role in overseeing the institutional reform litigation for many years, is in the best position to evalua te both whether a party has complied with federal law and, if so, wh ether the party is committed to ongoing compliance with federal law in the absence of oversi ght by the federal court. See Petties , 662 F.3d at 571 (recognizing that district court’s ma nagement of litigation43 “for many years” places district court in position to as sess likelihood of compliance with federal law absent oversi ght). Likewise, the district court is also in the best position to assess whether the litigation has taken on a life of its own and now advances a purpose removed from remedying the initial violation(s) or whether continued oversight remains necessary to ensure complia nce with federal law. Finally, we note that when applying th e flexible approach and evaluating whether a moving party implemented a durable remedy, a district court must consider the totality of the moving pa rty’s efforts to demonstrat e sustained compliance with federal law. In this respect, there is not a single path, such as the adoption of new legislation, by which a party can demonstrate the implementation of a durable remedy. See id. , 662 F.3d at 569–71 (re manding for determination of whether adoption of new internal policies, coupled with improved record of compliance with federal law, satisfied durab le remedy requirement). Seve ral of the desegregation cases, although arguably not di rectly on point, highlight th e broad inquiry a district court must undertake when determining a pa rty’s commitment to abiding by federal law. Specifically, factors th at a district court may c onsider include the party’s commitment to compliance, the duration of the party’s compliance with federal law, and whether or not the effects of th e violation of federal law persist. See Freeman v. Pitts, 503 U.S. 467, 490 (1992) (holding that the distri ct court may relinquish desegregation control in incremental stages, and stating that: “one of the prerequisites to relinquishment of control in whole or in part is that a school district has demonstrated its commitment to a course of action that give s full respect to the equal44 protection guarantees of the Constitution”); id. at 491 (listing relevant factors in determining whether partial withdrawal of federal desegregation oversight is appropriate as including whether the school di strict has demonstrated “its good-faith commitment to the whole of the court’s decree and to t hose provisions of the law and the Constitution that were th e predicate for the judicial intervention in the first instance”); Bd. of Educ. of Oklahoma City Pub. Sch. v, Dowell , 498 U.S. 237, 249–50 (1991) (stating that “[t]he di strict court should address itself to whether the Board had complied in good faith with the desegr egation decree since it was entered, and whether the vestiges of past discrimina tion had been eliminated to the extent practicable” while also considering the lengthy period of time during which the Board complied with the fe deral court’s oversight).

e. Summary From the foregoing discussion of Rufo , Horne , and other institutional reform litigation cases, several principl es emerge that are critical to our analysis of whether Defendants are entitled to re lief under Rule 60(b)(5). First, a motion for relief from a consen t decree based on an assertion that “applying it prospectively is no longer equ itable” demands a different focus than a motion based on an assertion th at “the judgment has been satisfied, released or discharged.” See Fed. R. Civ. P. 60(b)(5); Horne , 557 U.S. at 454. With respect to the latter ground for relief, it is appropriate for a court to focus on whether the movant has satisfied each obligation se t forth in the consent decree . But where, as here, the movant contends that changed circumstan ces have rendered further enforcement of45 the consent decree no longer equitable, the inquiry is whether the movant has shown (a) that a significant change in factual ci rcumstances or in law warrants revision of the decree, and (b) that the requested modifi cation is suitably tail ored to the changed circumstance. Rufo , 502 U.S. at 383–84, 391. A movant may es tablish that changed factual circumstances warrant modificati on when (i) the changed circumstances “make compliance with the decr ee substantially more oner ous,” (ii) a “decree proves to be unworkable because of unforeseen obs tacles,” or (iii) “enforcement of the decree without modification would be de trimental to the public interest.” Id. at 384. It is an abuse of discreti on for a district court to deny a motion for modification where the moving party meets this burden. Horne , 557 U.S. at 447. Second, a flexible approach to eval uating the equities of such a motion is crucial where, as in this case, institutional reform is sought. Horne , 557 U.S. at 450; Rufo , 502 U.S. at 380–81. Consent decrees in re form cases often remain in effect for extended periods, thereby increa sing the prospect that a significant change in factual circumstances will occur. Horne , 557 U.S. at 447–48; Rufo , 502 U.S. at 380. Consent decrees also tend to restrict state and local officials’ ability to implement new ideas to old problems. Horne , 557 U.S. at 449; Rufo , 502 U.S. at 381. And they raise sensitive federalism concerns that are heightened when a decree effectively dictates state or local budget priorities. Horne , 557 U.S. at 448. Third, when a party seeks termination or vacatur of a consent decree based on the inequity of continued oversight, a cour t must determine not only whether changed circumstances exist, but also whether the “objective” of the decree—that is, whether46 compliance with federal law—has been attained. See id. at 450 (noting that “a critical question in [the] Rule 60(b)(5) inquiry is wh ether the objective of the District Court’s [initial] order— i.e. , satisfaction of the EEOA’s ‘appr opriate action’ standard—has been achieved” (emphasis added) (citing Frew , 540 U.S. at 442)); id. at 454 (concluding that the Ninth Circuit “ needed to ascertain whether ongoing enforcement of the original order was supported by an on going violation of fe deral law” (emphasis added) (citing Milliken , 433 U.S. at 282)); id. at 468 (reiterating that the Ninth Circuit should have asked whether the school district was meeting the EEOA’s “appropriate action” requirement); see also Milliken , 433 U.S. at 282 (explaining that a decree must be “tailored to cure the condition that offe nds” federal law and seek to restore victims of unlawful c onduct to the position they w ould have occupied absent the unlawful conduct (interna l quotation marks omitted)); John B. , 710 F.3d at 411 (stating that a court consider ing a Rule 60(b)(5) motion “ mustdetermine whether ‘ongoing enforcement of the original order [is] supported by an ongoing violation of federal law’” (alteration in orig inal) (emphasis added) (quoting Horne , 557 U.S. at 454)); Washington , 573 F.3d at 71 0 (interpreting Horne and Rufo as requiring a court to “consider whether the purpose of the de cree” has been achieved). So where the basis of the Rule 60(b)(5) motion is that continued enforcement of the decree is no longer equitable, instead of inquiring narro wly whether the specif ic obligations of a consent decree have been a ttained, the court must broadl y inquire whether the party obligated by the decree is at that time in compliance with federal law. Horne , 557 U.S. at 451–52; see also id. at 439 (stating that the lowe r courts needed to ask the47 broader question whether the state “was fulfilling its obligation under the EEOA by other means”). And once compli ance with federal law has b een attained, a court must return control over the program to the st ate and its officials, provided a durable remedy is in place. See id. at 452 (“‘When the objects of the decree have been attained’—namely, when EEOA complianc e has been achieved—‘responsibility for discharging the State’s obligations [must be ] returned promptly to the State and its officials.’” (alterati on in original) (quoting Frew , 540 U.S. at 442)); see also Frew , 540 U.S. at 442 (“The federal court mustexercise its equitable powers to ensure that when the objects of the decree have been attained, responsibility for discharging the State’s obligations is return ed promptly to the State and its officials.” (emphasis added)); Washington , 573 F.3d at 709 (“The Constitution does not establish the district courts as permanen t administrative agencies.”). Last, the existence of a durable remedy may warrant di sengagement of judicial oversight. The Horne Court’s single reference to a durable remedy states: [A] critical question in this Rule 60(b)(5) i nquiry is whether the objective of the District Court’s [initial] order— i.e. , satisfaction of the EEOA’s “appropriate action” st andard—has been achieved. See [ Frew ,] 540 U.S. at 442. If a durable remedy has been implemented, continued enforcement of the order is no t only unnecessary, but improper. See Milliken , [433 U.S.] at 282. Horne , 557 U.S. at 450. From the latter senten ce, it is fair to conclude that if a durable remedy is in place, th en the movant has attained the more-general objects of the decree—i.e., compliance with federal law. We interpret the C ourt’s reference to a “durable remedy” as recognition that flee ting federal compliance is insufficient to48 warrant relief. Thus, a district court, in assessing whether further oversight is equitable, may and should cons ider the totality of defendant s’ efforts to comply with federal law and defendants’ commitment to remaining in comp liance with federal law. Such is the approach adopted by two of our sister circuits subsequent to Horne

. See supra 41-43 (discussing application of Horne ’s durable remedy language in John B. , 710 F.3d 391 and Petties , 662 F.3d 564). And like our sister circuits, we do not read the language in Horne too restrictively with respect to what may constitute a dur able remedy. The Court has admonished against taking language from its opinions out of context and giving it “talismanic quality.” Rufo, 502 U.S. at 380. Recall that, in Rufo , the district court denied modification of the consent decree because the state defendants had failed to meet the “clear showing of grievo us wrong” evoked by the Court in United States v. Swift & Co., 286 U.S. 106 (1932). Rufo , 502 U.S. at 377

. The Court acknowledged that the “grievous wrong” language used in Swift , if “[r]ead out of context,” “suggests a ‘hardening’ of the traditional flexible standard for modification of consent decrees.” Id. at 379

. It explained, however, thatsuch a reading would be inconsistent with Rule 60(b)(5): “That Ru le, in providing that, on such terms as are just, a party may be relieved from a final judgment or d ecree where it is no longer equitable that the judgment have prospect ive application, perm its a less stringent, more flexible standard.” Id. at 380. A similarly cautious reading of the “durable remedy” language in Horne is appropriate here.49 When a Rule 60(b)(5) movant has establ ished both the absence of an ongoing violation of federal law and a future co mmitment to remain in compliance with federal law, federalism concer ns should inform a court’s fl exible determination as to how a consent decree will be modified . Rule 60(b)(5) di ctates as much. See Rufo, 502 U.S. at 380. Accordingly, there is no one wa y for a movant to show that its federal compliance is more than fleeting. For example, a movant may establish its commitment to future compliance through th e adoption of a durable remedy—such as a statute designed to cure th e specific federal violation. See Horne, 557 U.S. at 450. A movant may also establish its commitme nt to future compliance through a record of sustained good-faith efforts to remedy federal violations and, to the extent possible, eliminate the vestiges of the federal violation. See Freeman , 503 U.S. at 490, 498; Dowell , 498 U.S. at 248–49. Ultimately, the district court’s wealth of experience overseeing the litigation should inform its assessment of whether the Defendants are now in compliance with fede ral law, and whether they are committed to remaining in compliance. 6 In summation, if Defendants here can show they are no longer violating the class members’ federal rights, and the district court has reason to believe Defendants’ compliance with federal law is durable, then “continued en forcement of the District Court’s original order[s] is inequitable w ithin the meaning of Rule 60(b)(5), and relief is warranted.” Horne , 557 U.S. at 470; see also John B. , 710 F.3d at 413;

6Here, the district court ha s been involved with this case for three decades. It has personal knowledge of the efforts by the Defendants to meet their obligations and the complexity involved in setting compliance measures.50 Petties , 662 F.3d at 570-71. To require more under those circumstances would raise serious federalism concerns . It also would conflict with the Supreme Court’s admonition that a federal consent decree should do no more than remedy a condition that violates federal law. Milliken , 433 U.S. at 282. Once the offending condition has been cured, the Court has instructed thatresponsibility over the state program must be returned promptly to th e state and its officials. Frew , 540 U.S. at 442; see also Horne , 557 U.S. at 450–51 (stating the flex ible standard under Rule 60(b)(5) “seeks to return control to state and local official s as soon as a violati on of federal law has been remedied”). And in weighing the e quities, the districtcourt should avoid imposing an inflexible standard that ri sks depriving future officials of their legislative and executive powers. See Horne , 557 U.S. at 449. After all, such inflexibility is unnecessary to protect the federal inte rests at the heart of the institutional reform litigation. If the state again violates fe deral law, victims may file a new lawsuit to bring the state back into compliance. Elected of ficials may also be held accountable to the citizenry through the political process. For all of these reasons, we conclude th at Defendants may satisf y the durability required by Horne in a number of ways, including: by taking speci fic, long-term actio ns aimed at curing the federal violations, by making good faith efforts to obtain compliance, or by operating in conformity with federal law for a reasonable period of time. 3. Application Since this case’s inception, the district court has e xpended considerable effort and displayed exceptional skill resolving the numerous issues that have arisen.51 Despite this fine stewardshi p, two aspects of the ruling on Defendants’ Rule 60(b)(5) motion require us to vacate the June 2016 order and to remand for further proceedings in the district court. First, the district court’s determinati on that there are no changed circumstances appears to be inconsistent with its factua l findings. Defendants maintain that changed factual circumstances warrantrelief, including that (a ) their obligations have increased in number and complexity to the point the obligations have become substantially onerous, (b) they remedied th e constitutional violati ons giving rise to this litigation and are in co mpliance with federal law, and (c) increased costs to litigate this case and to provide services to class members have inhibited the State’s ability to fund other importa nt programs such that con tinued enforcement of the decree is contrary to the public interest. Although the district cour t concluded that Defendants “have not presented sufficient changed circumst ances . . . to warrant the requested relief,” Jackson III , 2016 WL 9777237, at *17, the court seem ingly endorsed Defenda nts’ argument that their “task ha[d] become in comprehensible, if not insu rmountable,” and recognized that their outstanding obligations “are onerous,” id. at *14. 7 The court also

7 Defendants may have anticipated at the time they entered into the pertinent decrees that the number and complexity of obligations would subs tantially increase. After all, their obligations did not become onerous as a result of changed factual circumstances occurring after they entered into the d ecrees—it was the act of entering into the decrees itself that multiplied their obligations. On remand, if the district court finds that Defendants anticipated thattheir obligations would substantially increase in number and comple xity, Defendants would have to “satisfy a heavy burden to convince [the] court that [t hey] agreed to the d ecree[s] in good faith,52 acknowledged that the “increasing fees and costs associated with this litigation are detrimental to the State’s interest,” that “more than 25 years of orders and stipulations have restricted the State’s ability to make basic decisions concerning its budget,” and that “it is doubtfu l that the outlay of over 5 m illion dollars of attorney’s fees and costs every year is dire ctly assisting” class members. Id. at *16. Indeed, the district court noted that De fendants have spent more than $50 million related to this litigation in the last decade, id. at *12, and that, as of 20 09, the average yearly costs to provide services to class members ha d risen from $67,290.00 to $135,535.000 per class member, while th e State’s $32,992.00 per capita in come was the ninth lowest in the nation, id. at *13. Despite accepting these facts advanced by Defendant s, the district court concluded, without adequate explanati on, that the facts did not amount to a significant change in circumstances. But the district court’s conclusion that the obligations on the Defendants are “oner ous” suggests Defenda nts established a significant change in circumstances under Rufo ’s first two prongs for showing a change in facts warranting modification— that “changed factual conditions make compliance with the d ecree substantially more onerous” and that “a decree proves to be unworkable because of unforeseen obstacles.” See Rufo , 502 U.S. at 384. Similarly, the district cour t’s findings concerning the in creased fees and costs, and how they have restricted the State’s ability to make decisions about its budget,

made a reasonable effort to comply with th e decree[s], and should be relieved of the undertaking under Rule 60(b).” Rufo , 502 U.S. at 385.53 suggest that continued enforcement of th e decrees is detrim ental to the public interest. See Horne , 557 U.S. at 447 (explaining that Rule 60(b)(5) “provides a means by which a party can ask a cour t to . . . vacate a judgmen t or order if a significant change either in factual conditions orin law renders continued enforcement detrimental to the public interest” (internal quotation marks omitted)); id. at 448 (“A structural reform decree eviscerates a St ate’s discretionary authority over its own program and budgets and forces state offi cials to reallocate state resources and funds[.]” (quoting Missouri v. Jenkins , 515 U.S. 70, 131 (1995) (Thomas, J., concurring))); id. at 454 (recognizing that a decr ee is detrimental to the public interest when it risk s “improperly interfer[i ng] with a State’s de mocratic process”); id. at 459 (concluding that the district cour t’s imposition of heavy fines on the state “unquestionably imposed important restrictions on the legislature’s ability to set budget priorities”); Small v. Hunt , 98 F.3d 789, 796 (4th Cir. 1996) (stating in a Rule 60(b)(5) case that the public “h as an interest in how its tax dollars are spent”). We remand for further explanation of why th ese facts do not constitute a significant change in circumstances. 8

8 To be sure, the district court questi oned the timing of the changes relative to the Defendants’ pending, Augus t 25, 2015, Rule 60(b)(5) mo tion. This explanation, however, may not justify rejecting the c onclusion that a significant change in circumstances occurred wher e (1) Defendants filed a Ru le 60(b)(5) motion in 2011 that the district court terminated withoutruling on the merits of the motion and (2) the district court made no refe rence to the requirement in Fe d. R. Civ. P. 60(c)(1) that a Rule 60(b) motion be “made within a re asonable time.” Of course, on remand, the district court is free to pe rform a Rule 60(c)(1) timeliness analysis and conclude that, even in light of the 2011 Rule 60(b)(5 ) motion, Defendants did not seek relief “within a reasonable time” of the change in circumstances upon which they rely.54 Second, federalism concerns are height ened here because the decrees and the court’s continued oversi ght have “the effect of dicta ting state . . . budget priorities.” Horne , 557 U.S. at 448. Despite acknowledging the federalism concerns at play, including the lengthy duration of federal oversight and the budge tary constraints resulting from continued federa l oversight, the district cour t did not apply the flexible approach called for by Horne . Under the flexible approach , the district court needed to inquire whether “the objects of th e decree[s] have been attained.” Id. at 452 (internal quotation marks omit ted). The court purported to engage in this analysis, stating that the objects—or “essential purposes”—of the pe rtinent decrees “are to provide class members with adequate health care, a reasonably sa fe environment, and supported employmen t opportunities.” Jackson III , 2016 WL 9777237, at *14. The court then noted that these “more specific” essential purposes are encomp assed in the obligations provided in the pertinent decrees. Id. And because Defendants conceded they have not substantially complied with many of those decree obligations, the court determined that Defendants “have not fulfill ed the essential purposes of the pertinent decrees.” Id. Like the Ninth Circuit’s analysis in Horne , the district court’ s analysis on this point was too narrow, focusing almost enti rely on whether defendants had fulfilled the numerous, detailed obligations provide d in the consent decrees. But because Defendants move on the ground that continued enforcement of the consent decrees is no longer equitable, the district court should have “ascertain [ed] whether ongoing enforcement of the [decrees] was supported by an ongoing violati on of federal law,”55 see Horne , 557 U.S. at 454—here, whether Defenda nts are violating class members’ rights under the substantive due process co mponent of the Fourteenth Amendment and under the Rehabilitation Act. The court explicitly declin ed to make this determination, stating it “is not in the position to assess, and, therefore, cannot conclude that Defendants are no longer vi olating constitutional or federal law.” Jackson III , 2016 WL 9777237, at *16. In declining to make this finding, the district court failed to perform an inquiry that we , in accord with both the Sixth Circuit and the D.C. Circuit, conclude that Horne requires. See Ohlander , 114 F.3d at 1537 (“A clear example of an abuse of discretion exis ts where the trial cour t fails to consider the applicable legal standard[.]”). 9 The district court appears to have fo cused on whether Defe ndants substantially complied with the decr ee obligations, as well as an overly narrow view of the objects of the consent decree. Substa ntial compliance with all the obligations in the pertinent decrees would likely place New Mexico in compliance with fede ral law. But the obligations are merely a means of ac complishing that goal, not the end. See Horne , 557 U.S. at 454–55. On rema nd, the court should consid er the broader question of whether the State is meeting the requireme nts of the Fourteenth Amendment and the Rehabilitation Act by means other than t hose stated in the consent decrees. See id. at 439. To be sure, the court concluded that “Defendants have not shown that they have fulfilled their outstanding oblig ations, ‘by other means.’” Jackson III , 2016 WL

9 The burden of showing compliance with federal law is, of course, on the Defendants.56 9777237, at *17 (quoting Horne , 557 U.S. at 439). But the court seemingly focused on whether Defendants have fulfilled their d ecree obligations by other means, instead of focusing on the broader question of wh ether Defendants have fulfilled their federal-law obligations to class members by means other than those provided in the decrees. 10Such an inquiry is critical not onl y to determining whether Defendants are in current compliance with federal law, but also to analyzing whether their compliance is durable. In other words, an inquiry into whether Defendants are currently in compliance with federal law is a necessary pr edicate to any inquiry into whether that compliance is more than merely fleeting. Unless the court properly focuses its inquiry on comp liance with federal law, it cannot analyze whether any remedy adopted by the state will be effectiv e to maintain such compliance. In turn, without analyzing whether Defe ndants are in compliance with federal law and, if so, whether they are likely to maintain compliance with federal law absent continued oversight, the district court was not in a proper analytical position to determine whether Defendants’ proposed modification of terminati ng the consent decrees was properly tailored to any signifi cant change in circumstances . Thus, after first deciding

10The district court also justified its ruling based on its finding that the obligations set forth in the JSD, the Plan of Action, a nd Appendix A “all flowed from [its] original findings of violations in 1990.” Jackson III , 2016 WL 9777237, at *15. Accepting this finding as true, all it shows is those decr ees do not exceed appropriate limits of a federal-court decree. See Horne , 557 U.S. at 450 (stating that “federalcourt decrees exceed appropria te limits if they are aimed at eliminating a condition that does not violate [federal law] or doe s not flow from such a violation” (quoting Milliken v. Bradley , 433 U.S. 267, 282 (1977))). But even a decree that is within appropriate bounds may be vacated where changed circumstances make prospective enforcement of the decree no longer equita ble and where the movant has attained compliance with federal law.57 whether New Mexico is now in compliance w ith federal law, the district court should assess whether that compliance is durable , or whether the propos ed modification is not properly tailored to any change in circ umstances because equ ity weighs in favor of further federal oversight to assure th e protection of the cl ass members’ federal rights. In sum, due to the public interests and federali sm concerns, continued enforcement of the consent decrees is warr anted only to the extent Defendants are in current violation of federal law or have reached only fleeting compliance. We remand so the district court can make up-to-dat e findings and determin e whether Defendants are currently violating class members’ rights under the Fourteenth Amendment and the Rehabilitation Act. On remand, the dist rict court should co nduct the necessary proceedings to develop a record that would allow it to make this determination. If the court then concludes Defendants are not violating class members’ rights under federal law, the court should assess the durability of thatcompliance. In the event that Defendants have implemented a durab le remedy, the court should next address whether vacatur of all pertin ent orders and termination of this case is appropriate. III. CONCLUSION We VACATE the district court’s June 2016 Order and REMAND so the court can make appropriate findings and conclusions and then reassess the equities under Rule 60(b) with the benefit of thos e findings and conclusions.